10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

OR

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to___

Commission File Number: 1-05046

Con-way Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-1444798
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2211 Old Earhart Road, Suite 100, Ann Arbor, MI	48105
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (734) 994-6600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ý  Accelerated filer o  Non-accelerated filer o  Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares of common stock, $0.625 par value, outstanding as of June 30, 2014 was 57,513,918.

Table of Contents
Item		Page
PART 1. FINANCIAL INFORMATION
1.	Financial Statements
	Consolidated Balance Sheets - June 30, 2014 and December 31, 2013	1
	Statements of Consolidated Income - Three and Six Months Ended June 30, 2014 and 2013	3
	Statements of Consolidated Comprehensive Income - Three and Six Months Ended June 30, 2014 and 2013	4
	Statements of Consolidated Cash Flows - Six Months Ended June 30, 2014 and 2013	5
	Notes to Consolidated Financial Statements	6
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
3.	Quantitative and Qualitative Disclosures About Market Risk	23
4.	Controls and Procedures	24
PART II. OTHER INFORMATION
1.	Legal Proceedings	25
1A.	Risk Factors	25
6.	Exhibits	25
	Signatures	26

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Con-way Inc.

Consolidated Balance Sheets

	June 30,			December 31,
	2014			2013
(Dollars in thousands)	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	498,792		$	484,502
Trade accounts receivable, net	688,353			575,013
Other accounts receivable	50,130			51,063
Operating supplies, at lower of average cost or market	25,280			23,910
Prepaid expenses and other current assets	59,426			57,961
Deferred income taxes	23,598			15,332
Total Current Assets	1,345,579			1,207,781
Property, Plant and Equipment
Land	192,070			193,364
Buildings and leasehold improvements	855,274			856,038
Revenue equipment	1,864,453			1,857,737
Other equipment	350,554			353,205
	3,262,351			3,260,344
Accumulated depreciation	(1,633,930		)	(1,603,511		)
Net Property, Plant and Equipment	1,628,421			1,656,833
Other Assets
Deferred charges and other assets	32,808			32,200
Capitalized software, net	22,285			21,488
Employee benefits	15,688			15,018
Intangible assets, net	7,462			8,640
Goodwill	337,973			337,971
	416,216			415,317
Total Assets	$	3,390,216		$	3,279,931

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

1

Con-way Inc.

Consolidated Balance Sheets

	June 30,			December 31,
	2014			2013
(Dollars in thousands, except per share data)	(Unaudited)
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	402,604		$	390,537
Accrued liabilities	247,769			229,078
Self-insurance accruals	115,534			105,063
Short-term borrowings	2,388			1,588
Current maturities of capital leases	27,435			19,685
Total Current Liabilities	795,730			745,951
Long-Term Liabilities
Long-term debt	719,228			719,155
Long-term obligations under capital leases	9,527			16,185
Self-insurance accruals	141,989			142,307
Employee benefits	206,477			240,171
Other liabilities and deferred credits	38,827			39,524
Deferred income taxes	267,844			237,949
Total Liabilities	2,179,622			2,141,242
Commitments and Contingencies (Note 8)
Shareholders' Equity
Common stock, $0.625 par value; authorized 100,000,000 shares; issued 65,269,344 and 64,592,756 shares, respectively	40,781			40,349
Additional paid-in capital, common stock	677,278			653,487
Retained earnings	1,092,867			1,043,472
Cost of repurchased common stock (7,755,426 and 7,669,889 shares, respectively)	(332,530		)	(329,088		)
Accumulated other comprehensive loss	(267,802		)	(269,531		)
Total Shareholders' Equity	1,210,594			1,138,689
Total Liabilities and Shareholders' Equity	$	3,390,216		$	3,279,931

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

2

Con-way Inc.

Statements of Consolidated Income

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands, except per share data)	2014			2013			2014			2013
Revenue	$	1,492,349		$	1,381,370		$	2,861,192		$	2,717,534
Costs and Expenses
Salaries, wages and employee benefits	561,073			539,556			1,098,325			1,057,397
Purchased transportation	368,658			329,021			701,643			677,544
Other operating expenses	157,510			147,117			319,746			304,814
Fuel and fuel-related taxes	130,802			135,547			267,504			272,959
Depreciation and amortization	60,848			57,235			120,459			113,163
Purchased labor	42,334			34,045			84,554			62,027
Rents and leases	34,399			31,136			68,358			60,986
Maintenance	34,025			31,414			64,841			60,746
	1,389,649			1,305,071			2,725,430			2,609,636
Operating Income	102,700			76,299			135,762			107,898
Other Income (Expense)
Investment income	175			159			336			323
Interest expense	(13,403		)	(13,659		)	(26,709		)	(27,164		)
Miscellaneous, net	1,296			50			601			(1,433		)
	(11,932		)	(13,450		)	(25,772		)	(28,274		)
Income before Income Tax Provision	90,768			62,849			109,990			79,624
Income Tax Provision	37,101			19,952			43,430			22,722
Net Income	$	53,667		$	42,897		$	66,560		$	56,902
Weighted-Average Common Shares Outstanding
Basic	57,128,379			56,354,017			57,043,378			56,226,038
Diluted	57,694,691			56,960,738			57,577,373			56,860,095
Earnings per Common Share
Basic	$	0.94		$	0.76		$	1.17		$	1.01
Diluted	$	0.93		$	0.75		$	1.16		$	1.00
Cash Dividends Declared per Common Share	$	0.10		$	0.10		$	0.20		$	0.20

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

3

Con-way Inc.

Statements of Consolidated Comprehensive Income

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands, except per share data)	2014			2013			2014			2013
Net Income	$	53,667		$	42,897		$	66,560		$	56,902
Other Comprehensive Income (Loss):
Foreign currency translation adjustment	(439		)	(182		)	(317		)	258
Employee benefit plans
Amortization of net actuarial loss included in net periodic benefit expense or income, net of deferred tax of $756, $1,859, $1,550 and $3,781, respectively	1,182			2,907			2,425			5,914
Amortization of prior service cost or credit included in net periodic benefit expense or income, net of deferred tax of $120, $61, $242 and $122, respectively	(190		)	95			(379		)	190
	992			3,002			2,046			6,104
Total Other Comprehensive Income	553			2,820			1,729			6,362
Comprehensive Income	$	54,220		$	45,717		$	68,289		$	63,264

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

4

Con-way Inc.

Statements of Consolidated Cash Flows

(Unaudited)

	Six Months Ended
	June 30,
(Dollars in thousands)	2014			2013
Cash and Cash Equivalents, Beginning of Period	$	484,502		$	429,784
Operating Activities
Net income	66,560			56,902
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, net of accretion	120,223			112,774
Non-cash compensation and employee benefits	12,182			18,275
Increase in deferred income taxes	18,708			26,911
Provision for uncollectible accounts	1,402			5,334
Gain from sales of property and equipment, net	(5,375		)	(7,062		)
Changes in assets and liabilities:
Receivables	(119,659		)	(37,987		)
Prepaid expenses	(2,946		)	4,797
Accounts payable	34,658			16,793
Accrued variable compensation	(6,307		)	(33,902		)
Accrued liabilities, excluding accrued variable compensation and employee benefits	32,962			29,570
Self-insurance accruals	5,617			(3,859		)
Accrued income taxes	3,164			(8,358		)
Employee benefits	(39,132		)	(48,286		)
Other	(412		)	3,880
Net Cash Provided by Operating Activities	121,645			135,782
Investing Activities
Capital expenditures	(123,366		)	(129,273		)
Software expenditures	(5,613		)	(3,246		)
Proceeds from sales of property and equipment	22,391			9,965
Proceeds from sales of marketable securities	—			3,200
Net Cash Used in Investing Activities	(106,588		)	(119,354		)
Financing Activities
Payment of capital leases	(6,141		)	(6,373		)
Net proceeds from (repayment of) short-term borrowings	801			(4,698		)
Payment of debt issuance costs	—			(543		)
Proceeds from exercise of stock options	13,573			8,987
Excess tax benefit from share-based compensation	2,413			1,057
Payments of common dividends	(11,413		)	(11,255		)
Net Cash Used in Financing Activities	(767		)	(12,825		)
Increase in Cash and Cash Equivalents	14,290			3,603
Cash and Cash Equivalents, End of Period	$	498,792		$	433,387
Supplemental Disclosure
Cash paid for income taxes, net	$	19,169		$	3,136
Cash paid for interest	$	26,232		$	26,516
Non-cash Investing and Financing Activities
Property, plant and equipment acquired through partial non-monetary exchanges	$	936		$	16,872
Property, plant and equipment acquired through capital lease	$	7,233		$	—

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

5

Con-way Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1.Principal Accounting Policies

Organization

Con-way Inc. and its consolidated subsidiaries (“Con-way”) provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional, inter-regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. As more fully discussed in Note 3, “Segment Reporting,” for financial reporting purposes, Con-way is divided into three reporting segments: Freight, Logistics and Truckload.

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2013 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way’s financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings per Share (“EPS”)

Basic EPS is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted EPS is calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	53,667	$	42,897	$	66,560	$	56,902
Denominator:
Weighted-average common shares outstanding	57,128,379		56,354,017		57,043,378		56,226,038
Stock options and nonvested stock	566,312		606,721		533,995		634,057
	57,694,691		56,960,738		57,577,373		56,860,095
Diluted Earnings per Share	$	0.93	$	0.75	$	1.16	$	1.00
Anti-dilutive stock options excluded from the computation of diluted EPS	499,469		1,119,661		719,958		1,119,661

Property, Plant and Equipment

Con-way periodically evaluates whether changes in estimated useful lives or salvage values are necessary to ensure that these estimates accurately reflect the economic use of the assets. In response to conditions in the used-trailer market, Con-way Truckload increased the estimated salvage values for certain of its trailers in the fourth quarter of 2013. The effect of the change in estimate decreased depreciation expense and increased operating income by $1.6 million and $3.4 million for the second quarter and first half of 2014, respectively. As a result of this change, net income in the second quarter of 2014 increased by $1.0 million and basic and diluted EPS increased $0.02 per share, and in the first half of 2014, net income increased by $2.1 million and basic and diluted EPS increased $0.04 per share.

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This ASU, codified in the “Revenue Recognition” topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows

6

arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. Con-way plans to adopt this standard in the first quarter of 2017. Con-way is currently evaluating the method of application and the potential impact on the financial statements and related disclosures.

2.Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the gross carrying amounts of goodwill:

(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Goodwill	$	55,888		$	464,598		$	727	$	521,213
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2012	7,652			329,785			727		338,164
Change in foreign currency exchange rates	(193		)	—			—		(193		)
Goodwill	55,695			464,598			727		521,020
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2013	7,459			329,785			727		337,971
Change in foreign currency exchange rates	2			—			—		2
Goodwill	55,697			464,598			727		521,022
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at June 30, 2014	$	7,461		$	329,785		$	727	$	337,973

Intangible Assets

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was $0.6 million and $1.2 million for the second quarter and first half of 2014, respectively, compared to $0.6 million and $1.2 million for the same periods of 2013. Intangible assets consisted of the following:

	June 30, 2014				December 31, 2013
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	23,088	$	15,626	$	23,088	$	14,448

Con-way's customer-relationship intangible asset relates to the Con-way Truckload business unit. Estimated future amortization expense is presented in the following table:

(Dollars in thousands)
Years ending December 31:
Remaining six months of 2014	$	1,178
2015	2,356
2016	2,356
2017	1,572

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3.Segment Reporting

Con-way discloses segment information in the manner in which the business units are organized for making operating decisions, assessing performance and allocating resources. For the periods presented, Con-way is divided into the following three reporting segments:

• Freight. The Freight segment consists of the operating results of the Con-way Freight business unit, which provides regional, inter-regional and transcontinental less-than-truckload freight services throughout North America.

• Logistics. The Logistics segment consists of the operating results of the Menlo Logistics ("Menlo") business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight-brokerage services.

• Truckload. The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.

Financial Data

Management evaluates segment performance primarily based on revenue and operating income (loss). Accordingly, investment income, interest expense and other non-operating items are not reported in segment results. Corporate expenses are generally allocated based on measurable services provided to each segment, or for general corporate expenses, based on segment revenue. Inter-segment revenue and related operating income (loss) have been eliminated to reconcile to consolidated revenue and operating income. Transactions between segments are generally based on negotiated prices.

	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2014			2013		2014		2013
Revenue from External Customers
Freight	$	927,942		$	881,824	$	1,764,271	$	1,698,960
Logistics	413,830			353,528		803,202		732,256
Truckload	148,930			144,490		289,527		282,839
Corporate and Eliminations	1,647			1,528		4,192		3,479
	$	1,492,349		$	1,381,370	$	2,861,192	$	2,717,534
Revenue from Internal Customers
Freight	$	12,561		$	10,451	$	24,259	$	20,851
Logistics	19,820			16,850		36,813		30,479
Truckload	15,134			17,314		30,547		35,968
Corporate and Eliminations	17,152			16,393		31,542		31,045
	$	64,667		$	61,008	$	123,161	$	118,343
Operating Income (Loss)
Freight	$	83,021		$	54,689	101,586		70,713
Logistics	6,418			6,039		12,592		12,571
Truckload	13,499			10,873		19,879		20,828
Corporate and Eliminations	(238		)	4,698		1,705		3,786
	$	102,700		$	76,299	$	135,762	$	107,898

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4.Fair-Value Measurements

Assets and liabilities reported at fair value are classified in one of the following three levels within the fair-value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

Financial Assets Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of financial instruments within the fair-value hierarchy:

	June 30, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	436,871	$	73,092	$	363,779	$	—

	December 31, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	441,199	$	99,092	$	342,107	$	—

Cash equivalents consist of short-term interest-bearing instruments (primarily certificates of deposit, commercial paper and money-market funds) with maturities of three months or less at the date of purchase.

Money-market funds reflect their published net asset value and are classified as Level 1 instruments. Commercial paper and certificates of deposit are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. At June 30, 2014, the weighted-average remaining maturity of the cash equivalents was less than one month. Based on their short maturities, the carrying amount of the cash equivalents approximates their fair value.

5.Employee Benefit Plans

In the periods presented, certain employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including defined benefit pension plans, defined contribution retirement plans and a postretirement medical plan. See Note 9, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2013 Annual Report on Form 10-K for additional information concerning its employee benefit plans.

Defined Benefit Pension Plans

As a result of plan amendments in previous years, no additional benefits accrue under these plans and already-accrued benefits will not be adjusted for future increases in compensation. The following table summarizes the components of net periodic benefit expense (income) for Con-way’s domestic defined benefit pension plans:

	Qualified Pension Plans
	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Interest cost on benefit obligation	$	18,767		$	17,422		$	37,638		$	35,011
Expected return on plan assets	(23,309		)	(23,005		)	(46,636		)	(45,662		)
Amortization of actuarial loss	2,375			4,486			4,850			9,136
Amortization of prior-service costs	405			417			809			835
Net periodic benefit income	$	(1,762	)	$	(680	)	$	(3,339	)	$	(680	)

	Non-Qualified Pension Plans
	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2014		2013		2014		2013
Interest cost on benefit obligation	$	864	$	803	$	1,726	$	1,607
Amortization of actuarial loss	219		280		438		559
Amortization of prior-service costs	1		2		2		3
Net periodic benefit expense	$	1,084	$	1,085	$	2,166	$	2,169

9

Con-way expects to make contributions of approximately $140 million to its qualified pension plans in 2014, including $29.5 million contributed through June 2014.

As reported in Con-way's 2013 Annual Report on Form 10-K, the Qualified Pension Plans’ investment strategy was to achieve a mix in investments of approximately 69% in fixed-income securities and 31% in equity securities by the end of 2014. As a result of a shift in asset mix to enhance the Plans’ liquidity, the investment strategy is now to achieve a mix in investments of approximately 75% in fixed-income securities, 24% in equity securities, and 1% in cash by the end of 2014.

Defined Contribution Retirement Plans

Con-way’s cost for defined contribution retirement plans was $14.1 million and $27.7 million in the second quarter and first half of 2014, respectively, compared to $13.9 million and $27.2 million in the same periods of 2013.

Postretirement Medical Plan

The following table summarizes the components of net periodic benefit expense (income) for the postretirement medical plan:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Service cost	$	271		$	313		$	542		$	742
Interest cost on benefit obligation	671			848			1,343			1,739
Amortization of actuarial gain	(656		)	—			(1,313		)	—
Amortization of prior-service credit	(716		)	(263		)	(1,432		)	(526		)
Net periodic benefit expense (income)	$	(430	)	$	898		$	(860	)	$	1,955

6.Share-Based Compensation

Under terms of its share-based compensation plans, Con-way grants various types of share-based compensation awards to employees and directors. The plans provide for awards in the form of nonvested stock (also known as restricted stock), performance-share plan units, stock options and stock appreciation rights ("SARs"). See Note 10, “Share-Based Compensation,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2013 Annual Report on Form 10-K for additional information concerning its share-based compensation awards. The following expense was recognized for share-based compensation:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Salaries, wages and employee benefits	$	7,646		$	5,163		$	10,976		$	11,194
Deferred income tax benefit	(2,981		)	(2,010		)	(4,280		)	(4,357		)
Net share-based compensation expense	$	4,665		$	3,153		$	6,696		$	6,837

At June 30, 2014 and December 31, 2013, Con-way had recognized accrued liabilities for cash-settled SARs of $6.0 million and $4.3 million, respectively, using a weighted-average fair value per SAR of $23.44 and $15.13, respectively.

7.Income Taxes

Con-way's effective tax rates for the second quarter and first half of 2014 were 40.9% and 39.5%, respectively. The effective tax rates for the second quarter and first half of 2013 were 31.7% and 28.5%, respectively. The customary relationship between income tax expense and pretax income was affected by discrete adjustments. The effective tax rates in the second quarter and first half of 2014 included a discrete tax charge of $0.7 million and tax benefit of $0.6 million, respectively. The effective tax rates in the second quarter and first half of 2013 included discrete tax benefits of $3.8 million and $7.2 million, respectively. In the second quarter of 2013, the discrete items primarily related to the expiration of the statute of limitations on uncertain tax positions. The effective tax rate in the first half of 2013 also included a first-quarter benefit for the alternative-fuel tax credits for 2012 that were recognized in the first quarter of 2013 because of a retroactive change to tax laws; this credit is not expected to be available for 2014.

Other accounts receivable in the consolidated balance sheets include income tax receivables of $3.8 million and $10.6 million at June 30, 2014 and December 31, 2013, respectively.

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8.Commitments and Contingencies

Service Contracts

Con-way has agreements with vendors to provide certain information-technology, administrative and accounting services. The payments under the terms of the agreements are subject to change depending on the quantities and types of services consumed. The contracts also contain provisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay fees if termination is for causes other than the failure of the service providers to perform.

California Wage and Hour

Con-way is a defendant in several class-action lawsuits alleging violations of the state of California's wage and hour laws. Plaintiffs allege that Con-way failed to pay certain drivers for all compensable time and that certain other drivers were not provided with required meal breaks and rest breaks. Plaintiffs seek to recover unspecified monetary damages, penalties, interest and attorneys' fees. The two primary cases are Jorge R. Quezada v. Con-way Inc., dba Con-way Freight, (the "Quezada" case), and Jose Alberto Fonseca Pina, et al. v. Con-way Freight Inc., et al. (the "Pina" case). The Quezada case was initially filed in February 2009 in San Mateo County Superior Court, and was removed to the U.S. District Court of California, Northern District. The Pina case was initially filed in November 2009 in Monterey County Superior Court and was removed to the U.S. District Court of California, Northern District. By agreement of the parties, in March 2010, the Pina case and the Quezada case were deemed related and transferred to the same judge. On April 12, 2012, the Court granted plaintiff's request for class certification in the Pina case as to a limited number of issues. On October 15, 2012, the Court granted plaintiffs' request for class certification in the Quezada case and granted summary judgment as to certain issues. The class certification rulings do not address whether Con-way will ultimately be held liable.

Con-way has challenged the certification of the class in both cases, and further contends that plaintiffs' claims are preempted by federal law and not substantiated by the facts. Con-way has denied any liability with respect to these claims and intends to vigorously defend itself in these cases. There are multiple factors that prevent Con-way from being able to estimate the amount of potential loss, if any, in excess of its accrued liability that may result from this matter, including: (1) Con-way is vigorously defending itself and believes that it has a number of meritorious legal defenses; and (2) at this stage in the cases, there are unresolved questions of fact that could be important to the resolution of these matters. Trial was scheduled in the Quezada case for late August, however that date has been adjourned. The parties have been discussing the possibility of a negotiated resolution in the Quezada matter, and have reached certain terms of a tentative settlement, which must still be finalized and then approved by the Court. Con-way believes it has adequately accrued for this matter.

Unclaimed-Property Audits

Con-way is currently being audited by eight states, primarily the State of Delaware, for compliance with unclaimed-property laws. The property subject to review in this audit process generally includes unclaimed securities and unclaimed payments and refunds to employees, shareholders, vendors and customers. State and federal escheat laws generally require companies to report and remit unclaimed property to the states. Con-way believes it has procedures in place to comply with these laws. The audits of Con-way securities and payments were completed in the third quarter of 2013 and the second quarter of 2014, respectively, with no material findings. The remaining audit of refunds will continue into 2015. Given the current stage of the remaining audit, Con-way cannot estimate the amount or range of potential loss.

Other

Con-way is a defendant in various other lawsuits incidental to its businesses. It is the opinion of management that the ultimate outcome of these actions will not have a material effect on Con-way’s financial condition, results of operations or cash flows.

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9.Shareholders' Equity

Accumulated Other Comprehensive Loss

All changes in equity, except those resulting from investments by owners and distributions to owners, are reported in the statements of consolidated comprehensive income. The following is a summary of the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss:

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at March 31, 2014	$	(302	)	$	(268,053	)	$	(268,355	)
Other comprehensive loss before reclassifications	(439		)	—			(439		)
Amounts reclassified from accumulated other comprehensive loss	—			992			992
Balances at June 30, 2014	$	(741	)	$	(267,061	)	$	(267,802	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2013	$	(424	)	$	(269,107	)	$	(269,531	)
Other comprehensive loss before reclassifications	(317		)	—			(317		)
Amounts reclassified from accumulated other comprehensive loss	—			2,046			2,046
Balances at June 30, 2014	$	(741	)	$	(267,061	)	$	(267,802	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at March 31, 2013	$	(855	)	$	(452,064	)	$	(452,919	)
Other comprehensive loss before reclassifications	(182		)	—			(182		)
Amounts reclassified from accumulated other comprehensive loss	—			3,002			3,002
Balances at June 30, 2013	$	(1,037	)	$	(449,062	)	$	(450,099	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2012	$	(1,295	)	$	(455,166	)	$	(456,461	)
Other comprehensive income before reclassifications	258			—			258
Amounts reclassified from accumulated other comprehensive loss	—			6,104			6,104
Balances at June 30, 2013	$	(1,037	)	$	(449,062	)	$	(450,099	)

See Note 5, “Employee Benefit Plans” for additional information concerning Con-way's employee benefit plans, including amounts reported for net periodic benefit expense.

Common Stock Repurchase Program and Cash Dividend

In June 2014, Con-way's Board of Directors authorized the repurchase of up to $150 million in Con-way's common stock in open market transactions from time to time in such amounts as management deems appropriate.

On July 29, 2014, Con-way's Board of Directors increased the dividend to be paid to shareholders. The Board declared an additional cash dividend of 5 cents per share on common stock, payable on September 12, 2014 to shareholders of record on August 15, 2014. The total dividend payable on September 12, 2014 will be 15 cents per share.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (referred to as “Management’s Discussion and Analysis”) is intended to assist in a historical and prospective understanding of Con-way’s financial condition, results of operations and cash flows, including a discussion and analysis of the following:

•Overview of Business

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Policies and Estimates

•New Accounting Standards

•Forward-Looking Statements

Overview of Business

Con-way provides transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional, inter-regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. For financial reporting purposes, Con-way is divided into three reporting segments: Freight, Logistics and Truckload.

Con-way Freight primarily transports shipments utilizing a network of freight service centers combined with a fleet of company-operated linehaul and pickup-and-delivery tractors and trailers. Menlo Logistics ("Menlo") manages the logistics functions of its customers and primarily utilizes third-party transportation providers for the movement of customer shipments. Con-way Truckload primarily transports shipments using a fleet of company-operated tractors and trailers.

Con-way's primary business-unit results generally depend on the number, weight and distance of shipments transported, the prices received on those shipments or services and the mix of services provided to customers, as well as the fixed and variable costs incurred by Con-way in providing the services and the ability to manage those costs under changing circumstances. Due to Con-way Freight's relatively high fixed-cost structure, sudden or severe changes in shipment volumes can have a negative impact on management's ability to manage costs.

Con-way’s primary business units are affected by the timing and degree of fluctuations in fuel prices and their ability to recover incremental fuel costs through fuel-surcharge programs and/or cost-recovery mechanisms, as more fully discussed in Item 3, “Quantitative and Qualitative Disclosures About Market Risk – Fuel.”

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Results of Operations

The overview below provides a high-level summary of Con-way’s results of operations for the periods presented and is intended to provide context for the remainder of the discussion on reporting segments. Refer to “Reporting Segment Review” below for more complete and detailed discussion and analysis. Except as otherwise specified, period-over-period comparisons throughout “Results of Operations” are between the second quarter of 2014 and the second quarter of 2013, and between the first half of 2014 and the first half of 2013.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share data)	2014			2013			2014			2013
Revenue	$	1,492,349		$	1,381,370		$	2,861,192		$	2,717,534
Operating expenses	1,389,649			1,305,071			2,725,430			2,609,636
Operating income	102,700			76,299			135,762			107,898
Other income (expense)	(11,932		)	(13,450		)	(25,772		)	(28,274		)
Income before income tax provision	90,768			62,849			109,990			79,624
Income tax provision	37,101			19,952			43,430			22,722
Net income	$	53,667		$	42,897		$	66,560		$	56,902
Diluted earnings per share	$	0.93		$	0.75		$	1.16		$	1.00

Overview

Con-way's consolidated revenue increased 8.0% in the second quarter and 5.3% in the first half of 2014, primarily due to increased revenue from Logistics and Freight. Revenue at Logistics increased from growth in both warehouse-management and transportation-management services. Revenue at Freight increased primarily from higher revenue per hundredweight.

Con-way's consolidated operating income increased 34.6% in the second quarter of 2014 due to increased operating income at all three reporting segments. For the first half of 2014, operating income increased 25.8% primarily due to increased operating income at Freight.

Con-way's effective tax rates for the second quarter and first half of 2014 were 40.9% and 39.5%, respectively. The effective tax rates for the second quarter and first half of 2013 were 31.7% and 28.5%, respectively. Both years included discrete tax adjustments that impacted the effective tax rate, as more fully discussed in Note 7, “Income Taxes,” of Item 1, “Financial Statements.”

Reporting Segment Review

For the discussion and analysis of segment operating results, management utilizes revenue before inter-segment eliminations. Management believes that revenue before inter-segment eliminations, combined with the detailed operating expense information, provides the most meaningful analysis of segment results. Both revenue from external customers and revenue from internal customers are reported in Note 3, “Segment Reporting,” of Item 1, “Financial Statements.”

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Freight

The following table compares operating results, operating margins, and the percentage change in selected operating statistics of the Freight reporting segment:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Revenue before inter-segment eliminations	$	940,503		$	892,275		$	1,788,530		$	1,719,811
Salaries, wages and employee benefits	403,895			400,915			796,266			778,660
Purchased transportation	152,921			152,985			291,495			298,899
Other operating expenses	121,505			111,722			243,120			236,038
Fuel and fuel-related taxes	90,657			93,474			185,737			187,318
Depreciation and amortization	37,742			33,469			74,412			65,853
Purchased labor	13,195			8,667			24,645			12,639
Rents and leases	12,000			12,901			23,312			24,663
Maintenance	25,567			23,453			47,957			45,028
Total operating expenses	857,482			837,586			1,686,944			1,649,098
Operating income	$	83,021		$	54,689		$	101,586		$	70,713
Operating margin	8.8		%	6.1		%	5.7		%	4.1		%

	2014 vs. 2013		2014 vs. 2013
Selected Operating Statistics
Weight per day	+1.3	%	+0.8	%
Revenue per hundredweight ("yield")	+4.7	%	+2.9	%
Shipments per day	-0.9	%	-2.0	%
Weight per shipment	+2.3	%	+2.8	%

Freight's revenue increased 5.4% in the second quarter and 4.0% in the first half of 2014. The second-quarter increase was due to a 4.7% increase in yield and a 1.3% increase in weight per day, partially offset by a half-day decrease in the number of working days. The increase in weight per day reflects a 2.3% increase in weight per shipment, partially offset by a 0.9% decrease in shipments per day. In the first half of 2014, the revenue increase was due to a 2.9% increase in yield and a 0.8% increase in weight per day. The increase in weight per day reflects a 2.8% increase in weight per shipment, partially offset by a 2.0% decrease in shipments per day. In 2014, the higher yields include increases in base rates and fuel surcharges. Improved yields benefited from revenue-management initiatives intended to improve operating margins and also include the effect of general rate increases. In 2014, the general rate increase was effective on March 31 compared to the prior year, when the general rate increase was effective on June 24, 2013.

Yield excluding fuel surcharges increased 4.1% in the second quarter and 2.6% in the first half of 2014. In the second quarter, Freight's fuel-surcharge revenue increased to 17.6% of revenue from 17.2% in 2013, and in the first half, increased to 17.7% of revenue from 17.5% in 2013. Fuel surcharges are only one part of Con-way Freight's overall rate structure, and the total price that Con-way Freight receives from customers for its services is governed by market forces, as more fully discussed below in Item 3, “Quantitative and Qualitative Disclosures About Market Risk – Fuel.”

Freight's operating income increased 51.8% in the second quarter and 43.7% in the first half of 2014 as a result of higher revenue and an improved operating margin. Operating income benefited from Freight's lane-based pricing and linehaul optimization initiatives, which were implemented over the course of 2013, and recent cost containment initiatives. Severe winter weather during the first quarter of 2014 negatively impacted operating income in the first half of the year.

Expenses for salaries, wages and employee benefits increased 0.7% in the second quarter due to a 36.8% increase in variable compensation, partially offset by a 0.7% decline in employee benefits. Variable compensation increased primarily due to variations in performance relative to variable-compensation plan targets.

Expenses for salaries, wages and employee benefits increased 2.3% in the first half of 2014 as a result of increased expenses for employee benefits, salaries and wages (excluding variable compensation), and variable compensation. Employee benefits increased 4.7% primarily due to increased expenses for workers' compensation claims and employee medical benefits. Expenses for salaries and wages (excluding variable compensation) increased 0.7% primarily due to increased mileage-based

15

wages. Variable compensation increased 27.2% in the first half of 2014. Workers' compensation increased in 2014 due to increases in the number of claims and expense per claim. Employee medical benefits increased in 2014 due to an increase in the expense per claim, partially offset by a decrease in the number of claims. The increased mileage-based wages were primarily due to increased miles driven by company drivers. Variable compensation increased primarily due to variations in performance relative to variable-compensation plan targets. Comparative changes in expenses for salaries, wages and employee benefits were affected by the timing of salary and wage rate increases; in 2014, those increases were effective in July compared to 2013, when the increases were effective in April.

Purchased transportation expense decreased in the first half of 2014 primarily due to decreased third-party miles. The decrease in third-party miles is the result of Con-way Freight's ongoing linehaul optimization initiative.

Other operating expenses increased 8.8% in the second quarter of 2014 primarily due to higher expenses for information-technology services and increased cargo loss and damage claims, partially offset by increased gains from the sale of property. In the first half of 2014, other operating expenses increased 3.0% primarily due to increased cargo loss and damage claims and higher expenses for information-technology services, partially offset by decreased vehicular claims and increased gains from the sale of property. The increases in information-technology expenses were primarily due to higher costs for electronic onboard technologies and network infrastructure upgrades. Cargo loss and damage claims increased in 2014 primarily due to increases in the cost per claim and the number of claims. Vehicular claims decreased during the first half of 2014 primarily due to a decrease in the cost per claim. In the second quarter of 2014, the sale of an excess property generated a $3.4 million gain.

Expense for fuel and fuel-related taxes decreased 3.0% in the second quarter and 0.8% in the first half of 2014 primarily due to lower fuel consumption as a result of improved miles per gallon.

Depreciation and amortization expense increased 12.8% in the second quarter and 13.0% in the first half of 2014, primarily due to the replacement of older tractors with newer models. Newer models are more costly due in part to the inclusion of more expensive emissions-control and safety technology.

Purchased labor expense increased $4.5 million or 52.2% in the second quarter and $12.0 million or 95.0% in the first half of 2014 due to more of this source of labor being used for freight-handling functions.

Logistics

The table below compares operating results and operating margins of the Logistics reporting segment. The table summarizes Logistics’ revenue as well as net revenue (revenue less purchased transportation expense). Transportation-management revenue is attributable to contracts for which Menlo manages the transportation of freight but subcontracts to carriers the actual transportation and delivery of products, which Menlo refers to as purchased transportation. Menlo's management places emphasis on net revenue as a meaningful measure of the relative importance of its principal services since revenue earned on most transportation-management services includes the carriers’ charges to Menlo for transporting the shipments.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Revenue before inter-segment eliminations	$	433,650		$	370,378		$	840,015		$	762,735
Purchased transportation	(246,963		)	(209,008		)	(470,838		)	(444,208		)
Net revenue	186,687			161,370			369,177			318,527
Salaries, wages and employee benefits	76,068			62,140			146,683			127,470
Other operating expenses	50,535			49,928			101,244			93,468
Fuel and fuel-related taxes	298			171			591			322
Depreciation and amortization	3,071			2,261			5,909			4,464
Purchased labor	27,528			22,882			56,358			44,550
Rents and leases	21,977			17,250			44,137			34,413
Maintenance	792			699			1,663			1,269
Total operating expenses excluding purchased transportation	180,269			155,331			356,585			305,956
Operating income	$	6,418		$	6,039		$	12,592		$	12,571
Operating margin on revenue	1.5		%	1.6		%	1.5		%	1.6		%
Operating margin on net revenue	3.4		%	3.7		%	3.4		%	3.9		%

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Logistics' revenue increased 17.1% in the second quarter of 2014 primarily due to a 20.8% increase in revenue from warehouse-management services and a 15.3% increase in revenue from transportation-management services. In the first half of 2014, Logistics' revenue increased 10.1% primarily due to a 21.5% increase in revenue from warehouse-management services and a 5.1% increase in revenue from transportation-management services. Increased revenue from warehouse-management and transportation-management are primarily related to new contracts and increased volumes at existing customers, partially offset by termination of certain customer contracts.

Logistics' net revenue increased 15.7% in the second quarter and 15.9% in the first half of 2014. Growth in net revenue resulted primarily from increased revenue from warehouse-management services. Purchased transportation expense increased by 18.2% in the second quarter and 6.0% in the first half of 2014 as a result of increased revenue from transportation-management services.

Logistics' operating income increased 6.3% in the second quarter and 0.2% in the first half of 2014. Increased operating income was largely due to increased revenue, partially offset by increased operating expenses. In 2014, Logistics’ operating margin on net revenue decreased slightly due to an increase in the proportion of net revenue earned from warehouse-management services, which generally have a lower margin on net revenue than transportation-management services.

Expenses for salaries, wages and employee benefits increased 22.4% in the second quarter of 2014 due largely to a 16.8% increase in salaries and wages (excluding variable compensation) and a $4.3 million increase in variable compensation. In the first half of 2014, expenses for salaries, wages and employee benefits increased 15.1% due largely to a 13.1% increase in salaries and wages (excluding variable compensation) and a $4.8 million increase in variable compensation. Salaries and wages (excluding variable compensation) increased primarily due to increased headcount to support new business from warehouse-management services. Variable compensation increased in 2014 based primarily on variations in performance relative to variable-compensation plan targets. There was no variable compensation expense in the second quarter of 2013.

Other operating expenses increased 1.2% in the second quarter and 8.3% in the first half of 2014 primarily due to higher expenses for facilities and other warehouse-related costs and increased information-technology service costs, partially offset by a decline in the provision for uncollectible accounts receivable. Higher expenses for facilities and other warehouse-related costs were incurred to support increased volumes relating to warehouse-management contracts. The increases in information-technology expenses were primarily due to higher costs for network infrastructure and end-user computing upgrades. The decline in the provision for uncollectible accounts receivable was primarily due to a $3.7 million reserve accrued in the second quarter of 2013 that related to a single international customer.

Purchased labor expense increased 20.3% in the second quarter and 26.5% in the first half of 2014 primarily due to several large warehouse-management contracts which began in the third quarter of 2013.

Expenses for rents and leases increased 27.4% in the second quarter and 28.3% in the first half of 2014 primarily due to several large warehouse-management contracts which began in the third quarter of 2013.

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Truckload

The table below compares operating results, operating margins and the percentage change in selected operating statistics of the Truckload reporting segment. The table summarizes the segment’s revenue before inter-segment eliminations, including freight revenue, fuel-surcharge revenue and other non-freight revenue. The table also includes operating income and operating margin excluding fuel-surcharge revenue. Truckload’s management believes these measures are relevant to evaluate its on-going operations.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Freight revenue	$	120,754		$	120,875		$	236,167		$	237,155
Fuel-surcharge revenue	36,263			35,876			71,185			71,958
Other revenue	7,047			5,053			12,722			9,694
Revenue before inter-segment eliminations	164,064			161,804			320,074			318,807
Salaries, wages and employee benefits	51,880			51,660			102,159			101,615
Purchased transportation	16,028			11,374			30,399			21,258
Other operating expenses	15,715			17,417			32,809			33,339
Fuel and fuel-related taxes	39,827			41,874			81,127			85,259
Depreciation and amortization	17,181			18,774			34,331			37,159
Purchased labor	241			285			522			553
Rents and leases	364			386			773			742
Maintenance	9,329			9,161			18,075			18,054
Total operating expenses	150,565			150,931			300,195			297,979
Operating income	$	13,499		$	10,873		$	19,879		$	20,828
Operating margin on revenue	8.2		%	6.7		%	6.2		%	6.5		%
Operating margin on revenue excluding fuel-surcharge revenue	10.6		%	8.6		%	8.0		%	8.4		%

	2014 vs. 2013		2014 vs. 2013
Selected Operating Statistics
Freight revenue per loaded mile	+1.4	%	+0.9	%
Loaded miles	-1.5	%	-1.3	%

Truckload's revenue increased 1.4% in the second quarter of 2014 primarily due to a 39.5% or $2.0 million increase in other revenue, partially offset by a 0.1% decrease in freight revenue. Decreased freight revenue is primarily due to a 1.5% decrease in loaded miles, partially offset by a 1.4% increase in revenue per loaded mile. In the first half of 2014, Truckload's revenue increased 0.4% primarily due to a 31.2% or $3.0 million increase in other revenue, partially offset by a decrease of 0.4% in freight revenue. Decreased freight revenue is primarily due to a 1.3% decrease in loaded miles, partially offset by a 0.9% increase in revenue per loaded mile. Increased other revenue includes additional revenue recognized from detention loads and increased logistics revenue. The decreases in loaded miles resulted from lower tractor productivity (as measured by miles per tractor), partially offset by increases in the size of the tractor fleet, which grew as a result of increases in the number of owner-operator units. Lower tractor productivity was due in part to increases in the number of unassigned tractors, which reflects the driver shortage being experienced by the truckload industry.

Truckload's operating income increased 24.2% in the second quarter of 2014 reflecting an increase in revenue. In the first half of 2014, operating income declined due to the severe winter weather experienced during the first quarter of 2014.

Expenses for salaries, wages and employee benefits increased 0.4% in the second quarter and 0.5% in the first half of 2014 primarily due to increased employee benefits, partially offset by decreased salaries and wages (excluding variable compensation). Increased employee benefits reflect higher costs for workers' compensation claims and employee medical benefits. In the second quarter of 2014, workers' compensation claims increased due to an increase in expense per claim, partially offset by a decrease in the number of claims. In the first half of 2014, workers' compensation claims increased primarily due to an increase in expense per claim. In 2014, employee medical benefits increased primarily due to an increase in expense per claim. Salaries and wages (excluding variable compensation) decreased as miles driven by company drivers decreased.

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Purchased transportation expense increased 40.9% in the second quarter and 43.0% in the first half of 2014 due to increased miles driven by the owner-operator fleet.

Other operating expenses decreased 9.8% in the second quarter of 2014 primarily due to decreased vehicular costs resulting from decreases in the expense per claim and number of claims. In the first half of 2014, other operating expenses decreased 1.6% primarily due to increased gains from the sale of retired trailers.

Expenses for fuel and fuel-related taxes decreased 4.9% in the second quarter and 4.8% in the first half of 2014 primarily due to lower fuel consumption from fewer miles driven by company drivers.

Depreciation and amortization expense decreased 8.5% in the second quarter and 7.6% in the first half of 2014 reflecting the change in estimated salvage value of certain trailers. This change in estimate is more fully discussed in Note 1, “Principal Accounting Policies,” of Item 1, “Financial Statements.”

Corporate and Eliminations

Corporate and Eliminations consists of the operating results of Con-way's trailer manufacturer, certain corporate activities for which the related income or expense was not allocated to other reporting segments, and eliminations. The second quarter of 2013 includes a $5.6 million gain from sales of corporate properties. Other corporate costs include expense or income associated with Con-way's defined benefit pension plans. Con-way expects to incur an estimated $15 million charge in the fourth-quarter of 2014 as the result of the termination of a small defined benefit pension plan. The table below summarizes components of Corporate and Eliminations other than inter-segment revenue eliminations:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Revenue before inter-segment eliminations
Trailer manufacturing	$	18,799		$	17,921		$	35,734		$	34,524
Operating income (loss)
Trailer manufacturing	(102		)	(59		)	(129		)	(29		)
Reinsurance activities	(239		)	617			1,648			1,099
Corporate properties	(419		)	4,639			(764		)	4,232
Other corporate costs	522			(499		)	950			(1,516		)
	$	(238	)	$	4,698		$	1,705		$	3,786

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Liquidity and Capital Resources

Cash and cash equivalents increased to $498.8 million at June 30, 2014 from $484.5 million at December 31, 2013, as $121.6 million provided by operating activities exceeded the $106.6 million used in investing activities and $0.8 million used in financing activities. Cash provided by operating activities reflects adjustments for non-cash items and net income, partially offset by changes in assets and liabilities. Cash used in investing activities primarily reflects capital expenditures, partially offset by proceeds from sales of property and equipment. Cash used in financing activities primarily reflects the payments of common dividends and capital leases, partially offset by proceeds from exercise of stock options.

	Six Months Ended June 30,
(Dollars in thousands)	2014			2013
Operating Activities
Net income	$	66,560		$	56,902
Non-cash adjustments (1)	147,140			156,232
Changes in assets and liabilities	(92,055		)	(77,352		)
Net Cash Provided by Operating Activities	121,645			135,782
Net Cash Used in Investing Activities	(106,588		)	(119,354		)
Net Cash Used in Financing Activities	(767		)	(12,825		)
Increase in Cash and Cash Equivalents	$	14,290		$	3,603

(1) “Non-cash adjustments” refer to depreciation, amortization, deferred income taxes, provision for uncollectible accounts, and other non-cash income and expenses.

Operating Activities

The most significant items affecting the comparison of Con-way’s operating cash flows for the periods presented are summarized below:

In the first half of 2014, changes in assets and liabilities used $14.7 million more cash, partially offset by $0.6 million more cash provided collectively by net income and non-cash adjustments compared to the same prior-year period. Significant comparative changes include receivables, accrued variable compensation, accounts payable and employee benefits.

Receivables and accounts payable collectively used $85.0 million during the first half of 2014 compared to $21.2 million used during the same prior-year period. Variations in receivables were largely due to increased warehouse-management services at Logistics and also increased revenue at Freight. Variations in accounts payable were largely due to increased warehouse-management and transportation-management services at Logistics.

Accrued variable compensation used $6.3 million in the first half of 2014, compared to $33.9 million used in the same prior-year period. Improved performance relative to variable-compensation plan targets resulted in lower variable-compensation payments and higher expense in the first half of 2014 when compared to the same prior-year period.

Accrued income taxes provided $3.2 million in the first six months of 2014, compared to $8.4 million used in the same prior-year period reflecting an increase in the income tax provision, partially offset by higher income tax payments.

Employee benefits used $39.1 million in the first half of 2014, compared to $48.3 million used in the same prior-year period primarily due to a decrease in benefit payments for long-term disability, a decline in expense for retirement benefits and lower funding contributions to the qualified defined benefit pension plans. In the first half of 2014, Con-way contributed $29.5 million to its qualified pension plans, compared to $31.8 million in the first half of 2013.

Investing Activities

The most significant items affecting the comparison of Con-way’s investing cash flows for the periods presented are summarized below:

Proceeds from sales of property and equipment during the first half of 2014 provided $22.4 million in cash compared to $10.0 million of cash provided in the same prior-year period. Variations are primarily due to increased proceeds from the sale of property and equipment at Truckload and Freight.

Capital expenditures during the first half of 2014 used $123.4 million in cash compared to $129.3 million of cash used in the same prior-year period. Capital expenditures in both periods related primarily to the acquisition of revenue equipment.

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Financing Activities

The most significant items affecting the comparison of Con-way’s financing cash flows for the periods presented are summarized below:

Proceeds from the exercise of stock options during the first half of 2014 provided $13.6 million in cash compared to $9.0 million of cash provided in the same prior-year period primarily due to an increase in the market price of Con-way's common stock.

Contractual Cash Obligations

Con-way’s contractual cash obligations as of December 31, 2013 are summarized in Item 7, “Management’s Discussion and Analysis – Liquidity and Capital Resources – Contractual Cash Obligations,” of Con-way’s 2013 Annual Report on Form 10-K. In the first half of 2014, there have been no material changes in Con-way's contractual obligations outside the ordinary course of business.

Capital Resources and Liquidity Outlook

Con-way’s capital requirements relate primarily to the acquisition of revenue equipment to support growth and/or replacement of older equipment with newer equipment. In funding these capital expenditures and meeting working-capital requirements, Con-way may utilize various sources of liquidity and capital, including cash and cash equivalents, cash flow from operations, credit facilities, and access to capital markets. Con-way may also manage its liquidity requirements and cash-flow generation by varying the timing and amount of capital expenditures.

Con-way has a $325 million unsecured revolving credit facility that matures on June 28, 2018. The revolving facility is available for cash borrowings and issuance of letters of credit. At June 30, 2014, no cash borrowings were outstanding under the credit facility; however, $106.9 million of letters of credit were outstanding, leaving $218.1 million of available capacity for additional letters of credit or cash borrowings, subject to compliance with financial covenants and other customary conditions of borrowing. At June 30, 2014, Con-way was in compliance with the revolving credit facility’s financial covenants and expects to remain in compliance.

Con-way had other uncommitted unsecured credit facilities totaling $60.5 million at June 30, 2014, which are available to support short-term borrowings, letters of credit, bank guarantees and overdraft facilities. At June 30, 2014, Con-way had $34.9 million of available capacity under these facilities.

See “Forward-Looking Statements” below and Item 1A, “Risk Factors,” and Note 5, “Debt and Other Financing Arrangements,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2013 Annual Report on Form 10-K for additional information concerning Con-way's $325 million credit facility.

In 2014, Con-way anticipates capital and software expenditures of approximately $275 million, net of proceeds from asset dispositions, which compares to $275.1 million in 2013. During the first half of 2014, Con-way had $106.6 million of capital and software expenditures, net of proceeds from asset dispositions. Con-way’s actual 2014 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment.

Con-way expects to make contributions of $140 million to its qualified pension plans in 2014, which includes additional funding required to terminate a small pension plan. Con-way made actual contributions of $55.3 million in 2013. The increased level of pension funding in 2014 is intended to strengthen Con-way’s balance sheet by reducing its liabilities and is expected to reduce funding requirements in the future. Con-way’s expected 2014 contribution is subject to change based on variations in interest rates, asset return, Pension Protection Act requirements and other factors.

In June 2014, Con-way's Board of Directors authorized the repurchase of up to $150 million in Con-way's common stock in open market transactions from time to time in such amounts as management deems appropriate. On July 29, 2014, Con-way's Board of Directors increased the dividend to be paid to shareholders. The Board declared an additional cash dividend of 5 cents per share on common stock, payable on September 12, 2014 to shareholders of record on August 15, 2014. The total dividend payable on September 12, 2014 will be 15 cents per share.

At June 30, 2014, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB-), and Moody’s (Baa3). Standard and Poor's, Fitch Ratings, and Moody's assigned an outlook of “stable.”

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Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to adopt accounting policies and make significant judgments and estimates. In many cases, there are alternative policies or estimation techniques that could be used. Con-way maintains a process to evaluate the appropriateness of its accounting policies and estimation techniques, including discussion with and review by the Audit Committee of its Board of Directors and its independent auditors. Accounting policies and estimates may require adjustment based on changing facts and circumstances and actual results could differ from estimates. Con-way believes that the accounting policies that are most judgmental and material to the financial statements are those related to the following:

• Defined Benefit Pension Plans

• Goodwill

• Income Taxes

• Property, Plant and Equipment and Other Long-Lived Assets

• Revenue Recognition

• Self-Insurance Accruals

There have been no significant changes to the critical accounting policies and estimates disclosed in Con-way’s 2013 Annual Report on Form 10-K.

New Accounting Standards

Refer to Note 1, “Principal Accounting Policies,” of Item 1, “Financial Statements,” for a discussion of recently issued accounting standards that Con-way has not yet adopted.

Forward-Looking Statements

Certain statements included herein constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to a number of risks and uncertainties, and should not be relied upon as predictions of future events. All statements other than statements of historical fact are forward-looking statements, including:

• any projections of earnings, revenue, weight, yield, volumes, income or other financial or operating items;

• any statements of the plans, strategies, expectations or objectives of Con-way’s management for future operations or other future items;

• any statements concerning proposed new products or services;

• any statements regarding Con-way’s estimated future contributions to pension plans;

• any statements as to the adequacy of reserves;

• any statements regarding the outcome of any legal and other claims and proceedings that may be brought by or against Con-way;

• any statements regarding future economic conditions or performance;

• any statements regarding strategic acquisitions; and

• any statements of estimates or belief and any statements or assumptions underlying the foregoing.

Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of those terms or other variations of those terms or comparable terminology or by discussions of strategy, plans or intentions. Such forward-looking statements are necessarily dependent on assumptions, data and methods that may be incorrect or imprecise and there can be no assurance that they will be realized. In that regard, certain important factors, among others and in addition to the matters discussed elsewhere in this document and other reports and documents filed by Con-way with the Securities and Exchange Commission, could cause actual results and other matters to differ materially from those discussed in such forward-looking statements. A detailed description of certain of these risk factors is included in Item 1A, “Risk Factors,” of Con-way's 2013 Annual Report on Form 10-K. Any forward-looking statements speak only as of the date the statement is made and are subject to change. Con-way does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Con-way is exposed to a variety of market risks, including the effects of interest rates, fuel prices and foreign currency exchange rates.

Con-way enters into derivative financial instruments only in circumstances that warrant the hedge of an underlying asset, liability or future cash flow against exposure to some form of interest rate, commodity or currency-related risk. Additionally, the designated hedges should have high correlation to the underlying exposure such that fluctuations in the value of the derivatives offset reciprocal changes in the underlying exposure. For the periods presented, Con-way held no material derivative financial instruments.

Interest Rates

Con-way invests in cash-equivalent investments and marketable securities that earn investment income. For the periods presented, the amount of investment income earned on Con-way’s investments was not material.

Based on the fixed interest rates and maturities of its long-term debt, fluctuations in market interest rates would not significantly affect Con-way’s operating results or cash flows.

As discussed more fully in “Critical Accounting Policies and Estimates,” of Con-way's 2013 Annual Report on Form 10-K, the amounts recognized as pension expense and the accrued pension liability for Con-way’s defined benefit pension plans depend upon a number of assumptions and factors, including the discount rate used to measure the present value of the pension obligations.

Fuel

Con-way is subject to risks associated with the availability and price of fuel, which are subject to political, economic and market factors that are outside of Con-way’s control.

Con-way would be adversely affected by an inability to obtain fuel in the future. Although, historically, Con-way has been able to obtain fuel from various sources and in the desired quantities, there can be no assurance that this will continue to be the case in the future.

Con-way may also be adversely affected by the timing and degree of fluctuations in fuel prices. Currently, Con-way’s business units have fuel-surcharge revenue programs or cost-recovery mechanisms in place with a majority of customers. Con-way Freight and Con-way Truckload maintain fuel-surcharge programs designed to offset or mitigate the adverse effect of rising fuel prices. Menlo Logistics has cost-recovery mechanisms incorporated into most of its customer contracts under which it recognizes fuel-surcharge revenue designed to eliminate the adverse effect of rising fuel prices on purchased transportation.

Con-way’s competitors in the less-than-truckload and truckload markets also impose fuel surcharges. Although fuel surcharges are generally based on a published national index, there is no industry-standard fuel-surcharge formula. As a result, fuel-surcharge revenue constitutes only part of the overall rate structure. Revenue excluding fuel surcharges (sometimes referred to as base freight rates) represents the collective pricing elements that exclude fuel surcharges. Ultimately, the total amount that Con-way Freight and Con-way Truckload can charge for their services is determined by competitive pricing pressures and market factors.

Historically, Con-way Freight’s fuel-surcharge program has enabled it to more than recover increases in fuel costs and fuel-related increases in purchased transportation. As a result, Con-way Freight may be adversely affected if fuel prices fall and the resulting decrease in fuel-surcharge revenue is not offset by an equivalent increase in base freight-rate revenue. Although lower fuel surcharges may improve Con-way Freight’s ability to increase the freight rates that it would otherwise charge, there can be no assurance in this regard. Con-way Freight may also be adversely affected if fuel prices increase. Customers faced with fuel-related increases in transportation costs often seek to negotiate lower rates through reductions in the base freight rates and/or limitations on the fuel surcharges charged by Con-way Freight, which adversely affect Con-way Freight’s ability to offset higher fuel costs with higher revenue.

Con-way Truckload’s fuel-surcharge program mitigates the effect of rising fuel prices but does not always result in Con-way Truckload fully recovering increases in its cost of fuel. The extent of recovery may vary depending on the amount of customer-negotiated adjustments and the degree to which Con-way Truckload is not compensated due to empty and out-of-route miles or from engine idling during cold or warm weather.

Con-way would be adversely affected if, due to competitive and market factors, its business units are unable to continue their current fuel-surcharge programs and/or cost-recovery mechanisms. In addition, there can be no assurance that these programs, as currently maintained or as modified in the future, will be sufficiently effective to offset increases in the price of fuel.

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Foreign Currency

The assets and liabilities of Con-way’s foreign subsidiaries are denominated in foreign currencies, which create exposure to changes in foreign currency exchange rates. However, the market risk related to foreign currency exchange rates is not material to Con-way’s financial condition, results of operations or cash flows. For the periods presented, Con-way used no material derivative financial instruments to manage foreign currency risk.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Con-way's management, with the participation of Con-way's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Con-way's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, Con-way's Chief Executive Officer and Chief Financial Officer have concluded that Con-way’s disclosure controls and procedures are effective as of the end of such period. 

(b) Internal Control Over Financial Reporting

There have not been any changes in Con-way's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, Con-way’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Certain legal proceedings of Con-way are discussed in Note 8, “Commitments and Contingencies,” of Item 1, “Financial Statements.”

ITEM 1A. RISK FACTORS

There are no material changes to the risk factors previously disclosed in Item 1A, “Risk Factors,” of Con-way’s 2013 Annual Report on Form 10-K.

ITEM 6. EXHIBITS

Exhibit No.
(3)	Articles of incorporation and Bylaws:
	3.1	Con-way Inc. Bylaws, as amended May 13, 2014.
(31)	Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)	Interactive Data File:
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Con-way Inc.
		(Registrant)
July 30, 2014	By:	/s/ Stephen L. Bruffett
		Stephen L. Bruffett
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

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EX-3.1

Exhibit 3.1

CON-WAY INC.

INCORPORATED IN DELAWARE AUGUST 13, 1958

UNDER THE CORPORATE NAME OF

CONSOLIDATED FREIGHTWAYS COMPANY

BYLAWS

As Amended May 13, 2014

CON-WAY INC.
BYLAWS

As Amended May 13, 2014

ARTICLE I

OFFICES

SECTION 1.    Registered Office. The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

SECTION 2.    Other Offices. The Corporation shall also have and maintain a principal office or place of business at such place as may be fixed by the Board of Directors, and may also have other offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS’ MEETINGS

SECTION 1.    Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors or, if not so designated, then at the principal office of the Corporation.

SECTION 2.    Annual Meetings. The annual meetings of the stockholders of the Corporation for the purpose of election of directors and for such other business as may lawfully come before the meetings shall be held on a date and at a time designated from time to time by the Board of Directors. Only such business (other than nominations for election to the Board of Directors and the election of directors to the Board of Directors, which must comply with the provisions of Article III, Section 11 of these Bylaws) may be transacted at an annual meeting of stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.

In addition to any other applicable requirement, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred-twenty (120) days nor more than one hundred-fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall an adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

To be in proper written form, a stockholder's notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before an annual meeting, a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person or any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person or any affiliates or associates of such person with respect to shares of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or borrowing or lending of shares of the Corporation) has been made by or on behalf of such person or any affiliates or associates of such person, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such person or any affiliates or

1

associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person or any affiliates or associates of such person with respect to shares of the Corporation, (iii) a description of all agreements, arrangements or understandings (whether written or oral) between or among such person or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to business brought by such person at an annual meeting of stockholders pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the annual meeting.

Notwithstanding anything in the Bylaws to the contrary, no business (other than nominations for election to the Board of Directors and the election of directors to the Board of Directors, which must comply with the provisions of Article III, Section 11 of these Bylaws) shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2, provided, however, that nothing in this Section 2 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedures.

The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business shall not be transacted.

Nothing contained in this Section 2 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

SECTION 3.    Special Meetings. (a) General. Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by the Chief Executive Officer or the Board of Directors at any time. Upon written request of any stockholder or stockholders holding an aggregate “net long position” of at least twenty-five percent (25%) of the outstanding shares of capital stock of the Corporation entitled to vote at such meeting and having held such “net long position” continuously for at least one year as of the date of such request (the “Requisite Percentage”), the Secretary shall call a special meeting of stockholders (each such request, a “Stockholder Special Meeting Request” and such meeting, a “Stockholder Requested Special Meeting”). “Net long position” shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), provided that: (i) for purposes of such definition, (A) in determining such holder’s “short position,” the reference in Rule 14e-4 to “the date that a tender offer is first publicly announced or otherwise made known by the bidder to holders of the security to be acquired” shall be the date of the relevant Stockholder Special Meeting Request and all dates in the one-year period prior thereto, (B) the reference to the “highest tender offer price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of the Corporation’s common stock on the New York Stock Exchange on such corresponding date (or, if such date is not a trading day, the next succeeding trading day), (C) the “person whose securities are the subject of the offer” shall refer to the Corporation, and (D) “subject security” shall refer to the outstanding capital stock, and (ii) the net long position of such holder shall be reduced by the number of shares as to which such holder does not, or will not, have the right to vote or direct the vote at the Stockholder Requested Special Meeting or as to which such holder has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the requesting holders have complied with the requirements of this Section and related provisions of the Bylaws shall be determined in good faith by the Board, which determination shall be conclusive and binding on the Corporation and the stockholders of the Corporation.

(b) Stockholder Requested Special Meetings. In order for a Stockholder Requested Special Meeting to be called, one or more Stockholder Special Meeting Requests must be signed by the Requisite Percentage of record holders (or their duly authorized agents) and must be delivered to the Secretary. The Stockholder Special Meeting Request(s) shall be delivered to the Secretary at the principal executive offices of the Corporation by registered mail, return receipt requested. Each Stockholder Special Meeting Request shall (i) set forth a statement of the specific purpose(s) of the meeting and the matters proposed to be acted on at it, (ii) bear the date of signature of each such stockholder (or duly authorized agent) signing the Stockholder Special Meeting Request, (iii) set forth (A) the name and address, as they appear in the Corporation’s stock ledger, of each stockholder signing

2

such request (or on whose behalf the Stockholder Special Meeting Request is signed), (B) the class or series, if applicable, and the number of shares of common stock of the Corporation that are owned of record and beneficially by each such stockholder as to which such stockholder has a “net long position,” (C) include documentary evidence of the fact and duration of each such stockholder’s record and beneficial ownership of such stock, and (D) contain any other information, description or representation that would be required to be provided by a stockholder seeking to bring an item of business before an annual meeting of stockholders pursuant to Article II, Section 2 of these Bylaws, (iv) set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved) or is otherwise required, in each case, pursuant to Regulation 14A under the Exchange Act, (v) if the purpose of the Stockholder Requested Special Meeting includes the election of one or more directors, contain the information required by Article III, Section 11 of these Bylaws, and (vi) include an acknowledgment by each stockholder (and any duly authorized agent) that any disposition of shares of common stock of the Corporation as to which such stockholder has a net long position as of the date of delivery of the Stockholder Special Meeting Request and prior to the Stockholder Requested Special Meeting shall constitute a revocation of such Stockholder Special Meeting Request by such stockholder or beneficial owner with respect to such shares. If the requesting stockholders are not the beneficial owners of the shares constituting all or part of the Requisite Percentage, then to be valid, the Stockholder Special Meeting Request must also include an agreement by each of the stockholders requesting the special meeting and each beneficial owner, if any, on whose behalf the Stockholder Special Meeting Request is being made to notify the Corporation promptly in the event of any decrease in the net long position held by such stockholder or beneficial owner following the delivery of the Stockholder Special Meeting Request and prior to the Stockholder Requested Special Meeting. In addition, the stockholder (and any duly authorized agent) shall promptly provide any other information reasonably requested by the Corporation to allow it to satisfy its obligations under applicable law. Any requesting stockholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation. If, at any time following the Delivery Date (as defined below), there are unrevoked requests from stockholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting.

(c) Calling of a Special Meeting. Notwithstanding the foregoing, the Secretary shall not be required to call a special meeting of stockholders if (i) the Board of Directors has called or calls an annual or special meeting of stockholders to be held not later than sixty (60) days after the date on which a valid Stockholder Special Meeting Request has been delivered to the Secretary (the “Delivery Date”), or (ii) the Stockholder Special Meeting Request (A) is received by the Secretary during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (B) contains an identical or substantially similar item (a “Similar Item”) to an item that was presented at any meeting of stockholders held within one hundred and twenty (120) days prior to the Delivery Date (and, for purposes of this clause (B) the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (C) relates to an item of business that is not a proper subject for action by the party requesting the special meeting under applicable law, (D) was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law or would cause the Corporation to violate any law, or (E) does not comply with the provisions of this Section 3.

(d) Holding a Special Meeting. Except as provided in the next sentence, any special meeting shall be held at such date and time as may be fixed by the Board of Directors in accordance with these Bylaws and the General Corporation Law of the State of Delaware. In the case of a Stockholder Requested Special Meeting, such meeting shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the date of any Stockholder Requested Special Meeting shall be not more than sixty (60) days after the record date for such meeting (the “Meeting Record Date”), which shall be fixed in accordance with Article V, Section 4 of these Bylaws; provided further, that if the Board of Directors fails to designate, within ten (10) days after the Delivery Date, a date and time for a Stockholder Requested Special Meeting, then such meeting shall be held at 9:00 a.m. local time on the 60th day after the Meeting Record Date (or, if that day shall not be a business day, then on the next preceding business day); provided further, that in the event that the Board of Directors fails to designate a place for a Stockholder Requested Special Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the Corporation’s principal executive offices. In fixing a date and time for any Stockholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.

(e) Business Transacted at a Special Meeting. Business to be transacted at a special meeting may only be brought before the meeting pursuant to the Corporation’s notice of meeting. Business transacted at any Stockholder Requested Special Meeting shall be limited to the purpose(s) stated in the Stockholder Special Meeting Request(s), and requesting stockholders seeking to nominate persons for election to the Board of Directors at a proposed Stockholder Requested Meeting must comply with Article III, Section 11 of these Bylaws; provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any Stockholder Requested Special Meeting. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors. If none of the stockholders who

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submitted a Stockholder Special Meeting Request appears or sends a qualified representative to present items of business submitted by the stockholders for consideration at the Stockholder Requested Special Meeting, such item of business shall not be submitted for vote of the stockholders at such Stockholder Requested Special Meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation or such stockholder(s).

(f) Other Considerations. In determining whether a special meeting of stockholders has been requested by the record holders of shares with net long position of at least the same amount of securities owned by such record holders for at least one year as of the date of such request and representing the Requisite Percentage as of the date of such written request to the Secretary, multiple Stockholder Special Meeting Requests delivered to the Secretary will be considered together only if (i) each such request identifies substantially the same purpose or purposes of the proposed special meeting and substantially the same matter proposed to be acted on at the proposed special meeting, and (ii) each such request has been dated and delivered to the Secretary within sixty (60) days of the earliest dated Stockholder Special Meeting Request.

SECTION 4.    Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat; said notice to specify the place, date and hour and purpose or purposes of the meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

SECTION 5.    Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting has been enjoined, or which for any reason cannot be lawfully voted at such meeting shall not be counted to determine a quorum at said meeting. In the absence of a quorum any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the voting power represented at the meeting and entitled to vote on such question. Notwithstanding any provision in these Bylaws to the contrary, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee's election exceed the votes cast against such nominee's election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting.

SECTION 6.    Voting Rights. Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a proxy to act for such stockholder, which proxy may be given in writing or by electronic transmission, as permitted by law, and shall be filed with the Secretary of the Corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three years from its date unless the proxy provides for a longer period.

SECTION 7.    List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation

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determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list shall be produced and kept at the time and place of meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 8.    Action Without Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation, the meeting and vote of stockholders may be dispensed with: (1) if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or (2) if the Certificate of Incorporation authorizes the action to be taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the stockholders having not less than such percentage of the number of votes as may be authorized in the Certificate of Incorporation; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

SECTION 9.    Rules of Conduct. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE III

DIRECTORS

SECTION 1.    Powers. The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors.

SECTION 2.    Number, Qualifications and Classification. (a) A majority of the directors holding office may by resolution increase or decrease the number of directors, provided, however, that the number thereof shall never be less than seven nor greater than fourteen. A director need not be a stockholder. Directors shall be elected at each annual meeting of stockholders for a term expiring at the next annual meeting of stockholders and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors, including any vacancy that results from an increase in the number of directors, may be filled by a majority of the Board of Directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office until the next annual meeting of stockholders.

(b) Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Certificate of Incorporation applicable thereto.

(c) Any amendment, change or repeal of this Section 2 of Article III, or any other amendment to these Bylaws that will have the effect of permitting circumvention of or modifying this Section 2 of Article III, shall require the affirmative vote, at a stockholders’ meeting, of the holders of a majority of the then-outstanding shares of stock of the Corporation entitled to vote.

SECTION 3.    [Intentionally Omitted.]

SECTION 4.    Vacancies. A vacancy in the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any director, or if the number of directors constituting the whole Board be increased, or if the stockholders, at any meeting of stockholders at which directors are to be elected, fail to elect the number of directors then constituting the whole Board.

SECTION 5.    Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective when delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events.

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SECTION 6.    Meetings. (a) The annual meeting of the Board of Directors shall be held at such time and place as the Board may determine. No notice of the annual meeting of the Board of Directors shall be necessary if such meeting is held immediately after the annual stockholders’ meeting and at the place where such stockholders’ meeting is held. If the annual meeting of the Board of Directors is held on a different date, or at a different time or place, notice of the date, time and place of such annual meeting of the Board of Directors shall be furnished to each director in accordance with the procedures of Article III, Section 6(c) of these Bylaws. The annual meeting of the Board of Directors shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Regular meetings of the Board of Directors shall be held at such place within or without the State of Delaware, and at such times as the Board may from time to time determine, and if so determined no notice thereof need be given.

(c) Special meetings may be called at any time and place within or without the State of Delaware upon the call of the Chief Executive Officer or Secretary or any two directors. Notice of the date, time, place and purposes of each special meeting, and notice of the date, time and place of each annual and regular meeting for which notice is required to be given, shall be sent by mail at least seventy-two hours in advance of the time of the meeting, or by electronic mail, facsimile or other electronic transmission at least twenty-four hours in advance of the time of the meeting to the mailing address, facsimile number, electronic mail address or other address (as applicable) of each director. Notice of any special meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat.

SECTION 7    Quorum and Voting. (a) A majority of the whole Board of Directors shall constitute a quorum for all purposes, provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time and place to place, within or without the State of Delaware, without notice other than by announcement at the meeting.

(b) At each meeting of the Board at which a quorum is present all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law or by the Certificate of Incorporation.

SECTION 8.    Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing, or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.

SECTION 9.    Fees and Compensation. Directors shall not receive any stated salary for their services as directors, but, by resolution of the Board, compensation in a reasonable amount may be fixed by the Board, including, without limitation, compensation in the form of an annual retainer, a fee for each Board or Board Committee meeting attended, reimbursement for expenses of attendance at any such meeting, or any combination of any of the foregoing. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

SECTION 10.    Chairman of the Board. The Chairman of the Board shall be chosen by the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders, of the Board of Directors, and of the Executive Committee. He shall have the responsibility of keeping the directors informed on all policy matters, and shall have such other powers and perform such other duties as may be prescribed by the Board.

SECTION 11.    Nominations of Persons for Election to the Board of Directors. Only persons who are nominated in accordance with the following procedures set forth in these Bylaws shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 11 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual or special meeting and (ii) who complies with the notice procedures set forth in this Section 11.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than one hundred-twenty (120) days nor more than one hundred-fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the

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date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall an adjournment or postponement of an annual meeting or a special meeting called for the election of directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

To be in proper written form, a stockholder's notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person or any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person or any affiliates or associates of such person with respect to shares of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or borrowing or lending of shares of the Corporation) has been made by or on behalf of such person or any affiliates or associates of such person, the effect or intent of which is to mitigate loss to, or manage risk or benefit of stock price changes for, such person or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person or any affiliates or associates of such person with respect to shares of the Corporation and (iv) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made by such person in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person or any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person or any affiliates or associates of such person with respect to shares of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or borrowing or lending of shares of the Corporation) has been made by or on behalf of such person or any of affiliates or associates of such person, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such person or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person or any affiliates or associates of such person with respect to shares of the Corporation, (iii) a description of all agreements, arrangements or understandings between or among such person and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person or any affiliates or associates of such person, in such nomination(s), including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual or special meeting to nominate the persons named in its notice and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies by such person for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.

A stockholder providing notice of any nomination proposed to be made at an annual or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 11 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual or special meeting, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for determining stockholders entitled to receive notice of the annual or special meeting.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 11. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of Preferred Stock.

The Chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

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ARTICLE IV

OFFICERS AND COMMITTEES

SECTION 1.    Officers Designated. The officers of the Corporation shall be chosen by the Board of Directors and shall be the President, one or more Vice Presidents, the Secretary, one or more Assistant Secretaries, the Treasurer, one or more Assistant Treasurers, and such other officers as the Board of Directors from time to time may designate. The Board of Directors shall designate the President as the Chief Executive Officer of the Corporation. The officer so designated shall have charge of the actual conduct and operation of the business of the Corporation, subject to the control and direction of the Board of Directors. The Chief Executive Officer shall, with the consent of the Board of Directors, assign such additional titles to Vice Presidents as he shall deem appropriate. He may appoint additional Vice Presidents who shall not, however, be officers. He shall assign all duties not otherwise specified by these Bylaws to all officers and employees of the Corporation.

SECTION 2.    Election, Qualification, Tenure of Office, and Duties of Officers. (a) At the annual meeting of the Board of Directors following their election by the stockholders, the directors shall elect all officers of the Corporation. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. No officer of the Corporation need be a director.

(b) Each officer shall hold office from the date of his election either until the date of his voluntary resignation, or death, or until the next annual meeting of the Board of Directors and until a successor shall have been duly elected and qualified, whichever shall first occur; provided that any such officer may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, and the Board may elect another in the place and stead of the person so removed.

(c) President: The President shall, in the absence of the Chairman of the Board preside at all meetings of the stockholders, the Board of Directors and the Executive Committee. He shall exercise all of the powers and discharge all of the other duties of the Chairman of the Board in the absence of the Chairman of the Board. He shall perform such other duties as may be prescribed by the Chairman of the Board.

(d) Vice Presidents: The Vice Presidents shall have such duties and have such other powers as shall be prescribed by the Chief Executive Officer. Such Vice President as may be designated by the Board of Directors or the Chairman of the Board shall preside at all meetings of the stockholders.

(e) Secretary: The Secretary shall record all the proceedings of the meetings of the Corporation and of the directors in a book or books kept for that purpose. He shall attend to the giving and serving of all notices on behalf of the Corporation. He shall have the custody of the corporate seal and affix the same to such instruments as may be required. He shall have such other powers and perform such other duties as may be prescribed by the Chief Executive Officer.

(f) Assistant Secretaries: Assistant Secretaries shall assist the Secretary in the performance of his duties and any one of the Assistant Secretaries may perform all of the duties of the Secretary if at any time he shall be unable to act. Assistant Secretaries shall have such other powers and perform such other duties as may be prescribed by the Chief Executive Officer.

(g) Treasurer: The Treasurer shall have charge of the custody, control and disposition of all funds of the Corporation and shall account for same. He shall have such other powers and perform such other duties as may be prescribed by the Chief Executive Officer.

(h) Assistant Treasurers: Assistant Treasurers shall assist the Treasurer in the performance of his duties and any one of the Assistant Treasurers may perform all of the duties of the Treasurer if at any time he shall be unable to act. Assistant Treasurers shall have such other powers and perform such other duties as may be prescribed by the Chief Executive Officer.

SECTION 3.    Committees. (a) Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint an Executive Committee of not less than three members, all of whom shall be directors. The Executive Committee, if established and to the extent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. It shall be the duty of the Secretary of the Corporation to record the minutes of all actions of the Executive Committee.

(b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees shall have such powers and perform such duties as may be prescribed by the Board of Directors.

(c) Term; Number of Committee Members. The members of all committees of the Board of Directors shall serve a term coexistent with that member’s remaining term as a member of the Board of Directors, or until such time as the Board of Directors shall replace that member on such committee or ask that member to accept another committee assignment in its stead. The Board, subject to the provisions of subsection (a) and (b) of this Section 3, may at any time increase or decrease the

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number of members of a committee or terminate the existence of a committee; provided, that no committee, while it exists, shall consist of less than three members. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, to replace any absent or disqualified member at any meeting of the committee. If the qualified members of a committee, in attendance at a committee meeting, believe that the absence or disqualification of one or more members of that committee seriously impairs the function of that committee, such remaining qualified members, whether or not constituting a quorum, may by unanimous action appoint another member of the Board of Directors to act as a committee member at that meeting.

(d) Notice of Committee Meetings. Notice of the date, time and place of each committee meeting shall be sent to each committee member by mail at least seventy-two hours in advance of the time of the meeting, or by electronic mail, facsimile or other electronic transmission at least twenty-four hours in advance of the time of the meeting to the address, telephone or facsimile number, electronic mail address or other address (as applicable) of each committee member. Notice of any special meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any committee member by attendance thereat.

ARTICLE V

CAPITAL STOCK

SECTION 1.    Stock Certificates and Uncertificated Shares. The shares of stock of the Corporation may be represented by certificates or may be uncertificated. Each holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board, President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation. Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Absent a specific request for such a certificate by the registered owner or transferee thereof, all shares may be uncertificated upon the original issuance thereof by the Corporation or upon surrender of the certificate representing such shares to the Corporation or its transfer agent.

SECTION 2.    Lost Certificates. The Board of Directors may direct uncertificated shares or, if requested by the registered owner, a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of uncertificated shares or a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/ or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

SECTION 3.    Transfers. Transfers of record of shares of the capital stock of the Corporation shall be made upon its books by the holders thereof, in person or by attorney duly authorized, and upon either the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by a properly endorsed stock power, or upon presentation of proper transfer instructions from the holder of record of uncertificated shares.

SECTION 4.    Fixing Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to

9

recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

OTHER SECURITIES OF THE CORPORATION

All bonds, debentures and other corporate securities of the Corporation, other than stock certificates, may be signed by the Chairman of the Board, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal or a facsimile of such seal, if desired, may be impressed or imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, or such other person as may be authorized by the Board of Directors; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by a trustee under an indenture pursuant to which such bond, debenture or other corporate securities shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, may be signed by the Treasurer or an Assistant Treasurer of the Corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any person who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be an officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE VII

SECURITIES OWNED BY THE CORPORATION

Power to Vote. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, or any officer designated in writing by the Chief Executive Officer, shall have full power and authority in the name and on behalf of the Corporation, to vote and to act either in person or by proxy at any meeting of the holders of stock or securities in any corporation upon and in respect of any securities therein which the Corporation may hold, and shall possess and may exercise in the name of the Corporation any and all rights and powers incident to the ownership of such stock or securities which, as the owner thereof, the Corporation shall possess and might exercise including the right to give written consents in respect to action taken or to be taken. The Board of Directors may from time to time confer like powers upon any other person or persons.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall consist of a die bearing the inscription, “Con-way Inc.”—Corporate Seal— Delaware.”

ARTICLE IX

AMENDMENTS

These Bylaws may be repealed, altered or amended or new Bylaws adopted by written consent of stockholders in the manner authorized by Section 8 of Article II or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws by unanimous written consent or by the affirmative vote of a majority of the whole Board at any annual, regular, or special meeting subject to the power of the stockholders to change or repeal such Bylaws.

ARTICLE X

MISCELLANEOUS

SECTION 1.    Definitions. As used in these Bylaws and wherever the context shall require, the word “person” shall include associations, partnerships and corporations as well as individuals; words in the masculine gender shall include the feminine and associations, partnerships and corporations; words in the singular shall include the plural and words in the plural may mean only the singular, and words “additional compensation” shall mean and include all bonus, profit sharing, retirement, deferred compensation, and all other additional compensation plans or arrangements affecting persons individually or as a group.

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SECTION 2.    Notices. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it may be given in any manner permitted by law. Any notice required to be given to any director may be given by the method hereinabove stated, by personal delivery, or by telephone, except that such notice, other than one which is delivered personally, shall be sent to such address as such director shall have filed in writing with the Secretary of the Corporation, or, in the absence of such filing, to the last known post office address of such director. When notice is required to be given to stockholders, an affidavit of the secretary or assistant secretary of the Corporation, of its transfer agent with respect to the class of stock affected, or of another agent of the Corporation that notice to stockholders has been given, shall, in the absence of fraud, be prima facie evidence of the facts stated therein. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing. It shall not be necessary that the same method of giving be employed in respect of all directors or stockholders, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any directors may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

SECTION 3.    Indemnification of Officers, Directors, Employees and Agents. (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than were permitted prior to amendment) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that except as to actions to enforce indemnification rights pursuant to paragraph (c) of this Section, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right for the benefit of the Corporation’s directors, officers, employees, and agents.

(b) Authority to Advance Expenses. Expenses incurred (including attorneys’ fees) by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such expenses shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise. Such expenses incurred by other employees or agents of the Corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate.

(c) Right of Claimant to Bring Suit. If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant

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for the amount claimed. The burden of proving such a defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(d) Provisions Nonexclusive. The rights conferred on any person by this Section shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(e) Authority to Insure. The Corporation may purchase and maintain insurance to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability, expense, or loss asserted against or incurred by such person, whether or not the Corporation would have the power to indemnify him against such liability, expense, or loss under applicable law or the provisions of this Article.

(f) Survival of Rights. The rights provided by this Section shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(g) Effect of Amendment. Any amendment, repeal, or modification of this Section shall not (a) adversely affect any right or protection of any director, officer, employee, or agent existing at the time of such amendment, repeal, or modification, or (b) apply to the indemnification of any such person for liability, expense, or loss stemming from actions or omissions occurring prior to such amendment, repeal, or modification.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas W. Stotlar, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Con-way Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 30, 2014	/s/ Douglas W. Stotlar
	Douglas W. Stotlar
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen L. Bruffett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Con-way Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 30, 2014	/s/ Stephen L. Bruffett
	Stephen L. Bruffett
	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Con-way Inc. (the “Company”) for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas W. Stotlar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	July 30, 2014
/s/ Douglas W. Stotlar
Name:	Douglas W. Stotlar
Title:	Chief Executive Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Con-way Inc. (the “Company”) for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen L. Bruffett, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	July 30, 2014
/s/ Stephen L. Bruffett
Name:	Stephen L. Bruffett
Title:	Chief Financial Officer

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Note 7. Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	40.90%	31.70%	39.50%	28.50%
Discrete Tax Benefits (Charges)	$ (0.7)	$ 3.8	$ 0.6	$ 7.2
Income Taxes Receivable, Current	$ 3.8		$ 3.8		$ 10.6

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Note 4. Fair-Value Measurements Financial Assets Measured at Fair Value on a Recurring Basis (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Cash Equivalents	$ 436,871	$ 441,199
Fair Value, Inputs, Level 1 [Member]
Cash Equivalents	73,092	99,092
Fair Value, Inputs, Level 2 [Member]
Cash Equivalents	363,779	342,107
Fair Value, Inputs, Level 3 [Member]
Cash Equivalents	$ 0	$ 0

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Note 1. Principal Accounting Policies Earnings per share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Net income	$ 53,667	$ 42,897	$ 66,560	$ 56,902
Weighted average common shares outstanding	57,128,379	56,354,017	57,043,378	56,226,038
Stock options and nonvested stock	566,312	606,721	533,995	634,057
Weighted average common shares outstanding, diluted	57,694,691	56,960,738	57,577,373	56,860,095
Diluted earnings per share	$ 0.93	$ 0.75	$ 1.16	$ 1.00
Anti-dilutive securities excluded from computation of diluted EPS	499,469	1,119,661	719,958	1,119,661

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Note 9. Shareholders' Equity Cash Dividend (Details) (Dividend Declared [Member], USD $)	7 Months Ended
	Jul. 30, 2014
Dividend Declared [Member]
Subsequent Event [Line Items]
Dividends, Common Stock, Cash, Incremental	$ 0.05
Dividends, Common Stock, Cash	$ 0.15

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Note 6. Share-based Compensation Share-based Compensation Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Share-based compensation expense [Abstract]
Salaries, wages and employee benefits	$ 7,646	$ 5,163	$ 10,976	$ 11,194
Defined income tax benefit	(2,981)	(2,010)	(4,280)	(4,357)
Net share-based compensation expense	$ 4,665	$ 3,153	$ 6,696	$ 6,837

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Note 2. Goodwill and Intangible Assets (Customer Relationships [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Customer Relationships, Gross	$ 23,088	$ 23,088
Finite-Lived Intangible Assets, Accumulated Amortization	$ 15,626	$ 14,448

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Note 2. Goodwill and Intangible Assets Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Intangible Assets [Abstract]
Amortization of Intangible Assets	$ 0.6	$ 0.6	$ 1.2	$ 1.2

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Note 2. Goodwill and Intangible Assets Goodwill rollforward (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill, Gross	$ 521,022	$ 521,020	$ 521,213
Accumulated Impairment Loss	(183,049)	(183,049)	(183,049)
Goodwill, net	337,973	337,971	338,164
Change in foreign currency exchange rates	2	(193)
Logistics [Member]
Goodwill [Line Items]
Goodwill, Gross	55,697	55,695	55,888
Accumulated Impairment Loss	(48,236)	(48,236)	(48,236)
Goodwill, net	7,461	7,459	7,652
Change in foreign currency exchange rates	2	(193)
Truckload [Member]
Goodwill [Line Items]
Goodwill, Gross	464,598	464,598	464,598
Accumulated Impairment Loss	(134,813)	(134,813)	(134,813)
Goodwill, net	329,785	329,785	329,785
Change in foreign currency exchange rates	0	0
Corporate and Eliminations [Member]
Goodwill [Line Items]
Goodwill, Gross	727	727	727
Accumulated Impairment Loss	0	0	0
Goodwill, net	727	727	727
Change in foreign currency exchange rates	$ 0	$ 0

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Note 2. Goodwill and Intangible Assets Amortization Expense (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014
Amortization Expense [Abstract]
Remaining six months of 2014	$ 1,178
2015	2,356
2016	2,356
2017	$ 1,572

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Note 3. Segment Reporting Number of reporting segments (Details)	6 Months Ended
	Jun. 30, 2014
Number of reporting segments [Abstract]
Number of Reportable Segments	3

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Note 1. Principal Accounting Policies

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Principal Accounting Policies

Organization

Con-way Inc. and its consolidated subsidiaries (“Con-way”) provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional, inter-regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. As more fully discussed in Note 3, “Segment Reporting,” for financial reporting purposes, Con-way is divided into three reporting segments: Freight, Logistics and Truckload.

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2013 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way’s financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings per Share (“EPS”)

Basic EPS is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted EPS is calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	53,667	$	42,897	$	66,560	$	56,902
Denominator:
Weighted-average common shares outstanding	57,128,379		56,354,017		57,043,378		56,226,038
Stock options and nonvested stock	566,312		606,721		533,995		634,057
	57,694,691		56,960,738		57,577,373		56,860,095
Diluted Earnings per Share	$	0.93	$	0.75	$	1.16	$	1.00
Anti-dilutive stock options excluded from the computation of diluted EPS	499,469		1,119,661		719,958		1,119,661

Property, Plant and Equipment

Con-way periodically evaluates whether changes in estimated useful lives or salvage values are necessary to ensure that these estimates accurately reflect the economic use of the assets. In response to conditions in the used-trailer market, Con-way Truckload increased the estimated salvage values for certain of its trailers in the fourth quarter of 2013. The effect of the change in estimate decreased depreciation expense and increased operating income by $1.6 million and $3.4 million for the second quarter and first half of 2014, respectively. As a result of this change, net income in the second quarter of 2014 increased by $1.0 million and basic and diluted EPS increased $0.02 per share, and in the first half of 2014, net income increased by $2.1 million and basic and diluted EPS increased $0.04 per share.

New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This ASU, codified in the “Revenue Recognition” topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. Con-way plans to adopt this standard in the first quarter of 2017. Con-way is currently evaluating the method of application and the potential impact on the financial statements and related disclosures.

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Note 3. Segment Reporting Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Segment Reporting Information [Line Items]
Revenue from external customers	$ 1,492,349	$ 1,381,370	$ 2,861,192	$ 2,717,534
Revenue from internal customers	64,667	61,008	123,161	118,343
Operating Income (Loss)	102,700	76,299	135,762	107,898
Freight [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	927,942	881,824	1,764,271	1,698,960
Revenue from internal customers	12,561	10,451	24,259	20,851
Operating Income (Loss)	83,021	54,689	101,586	70,713
Logistics [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	413,830	353,528	803,202	732,256
Revenue from internal customers	19,820	16,850	36,813	30,479
Operating Income (Loss)	6,418	6,039	12,592	12,571
Truckload [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	148,930	144,490	289,527	282,839
Revenue from internal customers	15,134	17,314	30,547	35,968
Operating Income (Loss)	13,499	10,873	19,879	20,828
Corporate and Eliminations [Member]
Segment Reporting Information [Line Items]
Revenue from external customers	1,647	1,528	4,192	3,479
Revenue from internal customers	17,152	16,393	31,542	31,045
Operating Income (Loss)	$ (238)	$ 4,698	$ 1,705	$ 3,786

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Note 9. Shareholders' Equity (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning	$ (268,355)	$ (452,919)	$ (269,531)	$ (456,461)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	439	182	317	(258)
Other Comprehensive Income (Loss), before Tax	(439)	(182)	(317)	258
Other Comprehensive Income (Loss), Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)	992	3,002	2,046	6,104
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending	(267,802)	(450,099)	(267,802)	(450,099)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning	(302)	(855)	(424)	(1,295)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	439	182	317	(258)
Other Comprehensive Income (Loss), Amounts Reclassified from Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment	0	0	0	0
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending	(741)	(1,037)	(741)	(1,037)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning	(268,053)	(452,064)	(269,107)	(455,166)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments and Tax	0	0	0	0
Other Comprehensive Income (Loss), Amounts Reclassified from Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans	992	3,002	2,046	6,104
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending	$ (267,061)	$ (449,062)	$ (267,061)	$ (449,062)

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Statement of Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Consolidated Income Statement [Abstract]
Revenue	$ 1,492,349	$ 1,381,370	$ 2,861,192	$ 2,717,534
Salaries, wages and employee benefits	561,073	539,556	1,098,325	1,057,397
Purchased transportation	368,658	329,021	701,643	677,544
Other operating expenses	157,510	147,117	319,746	304,814
Fuel and fuel-related taxes	130,802	135,547	267,504	272,959
Depreciation and amortization	60,848	57,235	120,459	113,163
Purchased labor	42,334	34,045	84,554	62,027
Rents and leases	34,399	31,136	68,358	60,986
Maintenance	34,025	31,414	64,841	60,746
Operating Expenses	1,389,649	1,305,071	2,725,430	2,609,636
Operating Income	102,700	76,299	135,762	107,898
Investment income	175	159	336	323
Interest expense	(13,403)	(13,659)	(26,709)	(27,164)
Miscellaneous, net	1,296	50	601	(1,433)
Other Income (Expense)	(11,932)	(13,450)	(25,772)	(28,274)
Income before income tax provision	90,768	62,849	109,990	79,624
Income tax provision	37,101	19,952	43,430	22,722
Net income	$ 53,667	$ 42,897	$ 66,560	$ 56,902
Weighted average common shares outstanding, basic	57,128,379	56,354,017	57,043,378	56,226,038
Weighted average common shares outstanding, diluted	57,694,691	56,960,738	57,577,373	56,860,095
Earnings per common share, basic	$ 0.94	$ 0.76	$ 1.17	$ 1.01
Earnings per common share, diluted	$ 0.93	$ 0.75	$ 1.16	$ 1.00
Cash dividends declared per common share	$ 0.10	$ 0.10	$ 0.20	$ 0.20

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Statement of Comprehensive Income Other Comprehensive Income, Deferred Tax (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Other Comprehensive Income, Deferred Tax [Abstract]
Net actuarial loss included in net periodic benefit expense or income, tax	$ 756	$ 1,859	$ 1,550	$ 3,781
Amortization of prior service cost or credit included in net periodic benefit expense or income, tax	$ 120	$ 61	$ 242	$ 122

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Note 5. Employee Benefit Plans Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Narrative [Abstract]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year			$ 140
Defined Benefit Plan, Contributions in Current Fiscal Year			29.5
Defined contribution retirement plan cost	$ 14.1	$ 13.9	$ 27.7	$ 27.2

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Note 5. Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2014

Qualified Pension Plans [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Benefit Costs [Table Text Block]

	Qualified Pension Plans
	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Interest cost on benefit obligation	$	18,767		$	17,422		$	37,638		$	35,011
Expected return on plan assets	(23,309		)	(23,005		)	(46,636		)	(45,662		)
Amortization of actuarial loss	2,375			4,486			4,850			9,136
Amortization of prior-service costs	405			417			809			835
Net periodic benefit income	$	(1,762	)	$	(680	)	$	(3,339	)	$	(680	)

Non Qualified Pension Plans [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Benefit Costs [Table Text Block]

	Non-Qualified Pension Plans
	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2014		2013		2014		2013
Interest cost on benefit obligation	$	864	$	803	$	1,726	$	1,607
Amortization of actuarial loss	219		280		438		559
Amortization of prior-service costs	1		2		2		3
Net periodic benefit expense	$	1,084	$	1,085	$	2,166	$	2,169

Postretirement Medical Plan [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Service cost	$	271		$	313		$	542		$	742
Interest cost on benefit obligation	671			848			1,343			1,739
Amortization of actuarial gain	(656		)	—			(1,313		)	—
Amortization of prior-service credit	(716		)	(263		)	(1,432		)	(526		)
Net periodic benefit expense (income)	$	(430	)	$	898		$	(860	)	$	1,955

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Note 5. Employee Benefit Plans Qualified Pension Plan Investment Strategy (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Fixed Income Securities [Member]
Defined Benefit Plan, Target Plan Asset Allocations	75.00%	69.00%
Equity Securities [Member]
Defined Benefit Plan, Target Plan Asset Allocations	24.00%	31.00%
Cash and Cash Equivalents [Member]
Defined Benefit Plan, Target Plan Asset Allocations	1.00%

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Note 9. Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2014

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at March 31, 2014	$	(302	)	$	(268,053	)	$	(268,355	)
Other comprehensive loss before reclassifications	(439		)	—			(439		)
Amounts reclassified from accumulated other comprehensive loss	—			992			992
Balances at June 30, 2014	$	(741	)	$	(267,061	)	$	(267,802	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2012	$	(1,295	)	$	(455,166	)	$	(456,461	)
Other comprehensive income before reclassifications	258			—			258
Amounts reclassified from accumulated other comprehensive loss	—			6,104			6,104
Balances at June 30, 2013	$	(1,037	)	$	(449,062	)	$	(450,099	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2013	$	(424	)	$	(269,107	)	$	(269,531	)
Other comprehensive loss before reclassifications	(317		)	—			(317		)
Amounts reclassified from accumulated other comprehensive loss	—			2,046			2,046
Balances at June 30, 2014	$	(741	)	$	(267,061	)	$	(267,802	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at March 31, 2013	$	(855	)	$	(452,064	)	$	(452,919	)
Other comprehensive loss before reclassifications	(182		)	—			(182		)
Amounts reclassified from accumulated other comprehensive loss	—			3,002			3,002
Balances at June 30, 2013	$	(1,037	)	$	(449,062	)	$	(450,099	)

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Statement of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash and cash equivalents, at beginning of period	$ 484,502	$ 429,784
Net income	66,560	56,902
Depreciation and amortization, net of accretion	120,223	112,774
Non-cash compensation and employee benefits	12,182	18,275
Increase in deferred income taxes	18,708	26,911
Provision for uncollectible accounts	1,402	5,334
Loss (gain) from sale of property and equipment	(5,375)	(7,062)
Receivables	(119,659)	(37,987)
Prepaid expense	(2,946)	4,797
Accounts payable	34,658	16,793
Accrued variable compensation	(6,307)	(33,902)
Accrued liabilities, excluding accrued variable compensation and employee benefits	32,962	29,570
Self-insurance accruals	5,617	(3,859)
Accrued income taxes	3,164	(8,358)
Employee benefits	(39,132)	(48,286)
Other	(412)	3,880
Net cash provided by operating activities	121,645	135,782
Capital expenditures	(123,366)	(129,273)
Software expenditures	(5,613)	(3,246)
Proceeds from sales of property and equipment	22,391	9,965
Proceeds from sales of marketable securities	0	3,200
Net cash used in investing activities	(106,588)	(119,354)
Payment of capital leases	(6,141)	(6,373)
Net proceeds from (repayment of) short-term borrowings	801	(4,698)
Payments of Debt Issuance Costs	0	(543)
Proceeds from exercise of stock options	13,573	8,987
Excess tax benefit from share-based compensation	2,413	1,057
Payments of common dividends	(11,413)	(11,255)
Net cash used in financing activities	(767)	(12,825)
Increase in cash and cash equivalents	14,290	3,603
Cash and Cash Equivalents, at end of period	498,792	433,387
Cash paid for income taxes, net	19,169	3,136
Cash paid for interest	26,232	26,516
Property, plant and equipment acquired through partial non-monetary exchanges	936	16,872
Property, plant and equipment acquired through capital leases	$ 7,233	$ 0

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Consolidated Balance Sheet (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 498,792	$ 484,502
Trade accounts receivable, net	688,353	575,013
Other accounts receivable	50,130	51,063
Operating supplies, at lower of average cost or market	25,280	23,910
Prepaid expenses and other current assets	59,426	57,961
Deferred income taxes	23,598	15,332
Total current assets	1,345,579	1,207,781
Land	192,070	193,364
Buildings and leasehold improvements	855,274	856,038
Revenue equipment	1,864,453	1,857,737
Other equipment	350,554	353,205
Property, Plant and Equipment, Gross	3,262,351	3,260,344
Accumulated depreciation	(1,633,930)	(1,603,511)
Property, Plant and Equipment, Net	1,628,421	1,656,833
Deferred charges and other assets	32,808	32,200
Capitalized computer software, net	22,285	21,488
Employee benefits	15,688	15,018
Intangible assets, net	7,462	8,640
Goodwill	337,973	337,971
Total noncurrent assets	416,216	415,317
Total assets	3,390,216	3,279,931
Accounts payable	402,604	390,537
Accrued liabilities	247,769	229,078
Self-insurance accruals	115,534	105,063
Short-term borrowings	2,388	1,588
Current maturities of capital leases	27,435	19,685
Total current liabilities	795,730	745,951
Long-term debt	719,228	719,155
Long-term obligations under capital leases	9,527	16,185
Self-insurance accruals	141,989	142,307
Employee benefits	206,477	240,171
Other liabilities and deferred credits	38,827	39,524
Deferred income taxes	267,844	237,949
Total liabilities	2,179,622	2,141,242
Commitments and Contingencies
Common stock, $0.625 par value; authorized 100,000,000 shares; issued 65,269,344 and 64,592,756 shares, respectively	40,781	40,349
Additional paid in capital, common stock	677,278	653,487
Retained earnings	1,092,867	1,043,472
Cost of repurchased stock (7,755,426 and 7,669,889 shares, respectively)	(332,530)	(329,088)
Accumulated other comprehensive loss	(267,802)	(269,531)
Total stockholders' equity	1,210,594	1,138,689
Total liabilities and shareholders' equity	$ 3,390,216	$ 3,279,931

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Note 1. Principal Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment [Line Items]

Business Description and Accounting Policies [Text Block]

Organization

Con-way Inc. and its consolidated subsidiaries (“Con-way”) provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional, inter-regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. As more fully discussed in Note 3, “Segment Reporting,” for financial reporting purposes, Con-way is divided into three reporting segments: Freight, Logistics and Truckload.

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2013 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way’s financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings Per Share [Text Block]

Earnings per Share (“EPS”)

Basic EPS is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted EPS is calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	53,667	$	42,897	$	66,560	$	56,902
Denominator:
Weighted-average common shares outstanding	57,128,379		56,354,017		57,043,378		56,226,038
Stock options and nonvested stock	566,312		606,721		533,995		634,057
	57,694,691		56,960,738		57,577,373		56,860,095
Diluted Earnings per Share	$	0.93	$	0.75	$	1.16	$	1.00
Anti-dilutive stock options excluded from the computation of diluted EPS	499,469		1,119,661		719,958		1,119,661

Property, Plant and Equipment Disclosure [Text Block]

Property, Plant and Equipment

Con-way periodically evaluates whether changes in estimated useful lives or salvage values are necessary to ensure that these estimates accurately reflect the economic use of the assets. In response to conditions in the used-trailer market, Con-way Truckload increased the estimated salvage values for certain of its trailers in the fourth quarter of 2013. The effect of the change in estimate decreased depreciation expense and increased operating income by $1.6 million and $3.4 million for the second quarter and first half of 2014, respectively. As a result of this change, net income in the second quarter of 2014 increased by $1.0 million and basic and diluted EPS increased $0.02 per share

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting StandardsIn May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This ASU, codified in the “Revenue Recognition” topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. Con-way plans to adopt this standard in the first quarter of 2017. Con-way is currently evaluating the method of application and the potential impact on the financial statements and related disclosures.

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DEI Document (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 28, 2013
DEI [Abstract]
Entity Registrant Name	Con-way Inc.
Trading Symbol	cnw
Entity Central Index Key	0000023675
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock, Shares, Outstanding	57,513,918
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float		$ 1,605,429,045

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Note 1. Principal Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2014		2013		2014		2013
Numerator:
Net income	$	53,667	$	42,897	$	66,560	$	56,902
Denominator:
Weighted-average common shares outstanding	57,128,379		56,354,017		57,043,378		56,226,038
Stock options and nonvested stock	566,312		606,721		533,995		634,057
	57,694,691		56,960,738		57,577,373		56,860,095
Diluted Earnings per Share	$	0.93	$	0.75	$	1.16	$	1.00
Anti-dilutive stock options excluded from the computation of diluted EPS	499,469		1,119,661		719,958		1,119,661

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Consolidated Balance Sheet Stockholders' Equity (USD $)	Jun. 30, 2014	Dec. 31, 2013
Stockholders' Equity Attributable to Parent [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.625	$ 0.625
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	65,269,344	64,592,756
Treasury Stock, Shares	7,755,426	7,669,889

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Note 5. Employee Benefit Plans

6 Months Ended

Jun. 30, 2014

Narrative [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Employee Benefit Plans

In the periods presented, certain employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including defined benefit pension plans, defined contribution retirement plans and a postretirement medical plan. See Note 9, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2013 Annual Report on Form 10-K for additional information concerning its employee benefit plans.

Defined Benefit Pension Plans

As a result of plan amendments in previous years, no additional benefits accrue under these plans and already-accrued benefits will not be adjusted for future increases in compensation. The following table summarizes the components of net periodic benefit expense (income) for Con-way’s domestic defined benefit pension plans:

	Qualified Pension Plans
	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Interest cost on benefit obligation	$	18,767		$	17,422		$	37,638		$	35,011
Expected return on plan assets	(23,309		)	(23,005		)	(46,636		)	(45,662		)
Amortization of actuarial loss	2,375			4,486			4,850			9,136
Amortization of prior-service costs	405			417			809			835
Net periodic benefit income	$	(1,762	)	$	(680	)	$	(3,339	)	$	(680	)

	Non-Qualified Pension Plans
	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2014		2013		2014		2013
Interest cost on benefit obligation	$	864	$	803	$	1,726	$	1,607
Amortization of actuarial loss	219		280		438		559
Amortization of prior-service costs	1		2		2		3
Net periodic benefit expense	$	1,084	$	1,085	$	2,166	$	2,169

Con-way expects to make contributions of approximately $140 million to its qualified pension plans in 2014, including $29.5 million contributed through June 2014.

As reported in Con-way's 2013 Annual Report on Form 10-K, the Qualified Pension Plans’ investment strategy was to achieve a mix in investments of approximately 69% in fixed-income securities and 31% in equity securities by the end of 2014. As a result of a shift in asset mix to enhance the Plans’ liquidity, the investment strategy is now to achieve a mix in investments of approximately 75% in fixed-income securities, 24% in equity securities, and 1% in cash by the end of 2014.

Defined Contribution Retirement Plans

Con-way’s cost for defined contribution retirement plans was $14.1 million and $27.7 million in the second quarter and first half of 2014, respectively, compared to $13.9 million and $27.2 million in the same periods of 2013.

Postretirement Medical Plan

The following table summarizes the components of net periodic benefit expense (income) for the postretirement medical plan:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Service cost	$	271		$	313		$	542		$	742
Interest cost on benefit obligation	671			848			1,343			1,739
Amortization of actuarial gain	(656		)	—			(1,313		)	—
Amortization of prior-service credit	(716		)	(263		)	(1,432		)	(526		)
Net periodic benefit expense (income)	$	(430	)	$	898		$	(860	)	$	1,955

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Note 4. Fair-Value Measurements

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Fair-Value Measurements

Assets and liabilities reported at fair value are classified in one of the following three levels within the fair-value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

Financial Assets Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of financial instruments within the fair-value hierarchy:

	June 30, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	436,871	$	73,092	$	363,779	$	—

	December 31, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	441,199	$	99,092	$	342,107	$	—

Cash equivalents consist of short-term interest-bearing instruments (primarily certificates of deposit, commercial paper and money-market funds) with maturities of three months or less at the date of purchase.

Money-market funds reflect their published net asset value and are classified as Level 1 instruments. Commercial paper and certificates of deposit are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. At June 30, 2014, the weighted-average remaining maturity of the cash equivalents was less than one month. Based on their short maturities, the carrying amount of the cash equivalents approximates their fair value.

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Note 6. Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

Share-based compensation expense [Abstract]

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Salaries, wages and employee benefits	$	7,646		$	5,163		$	10,976		$	11,194
Deferred income tax benefit	(2,981		)	(2,010		)	(4,280		)	(4,357		)
Net share-based compensation expense	$	4,665		$	3,153		$	6,696		$	6,837

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Note 2. Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Intangible Assets [Abstract]

Schedule of Goodwill [Table Text Block]

(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Goodwill	$	55,888		$	464,598		$	727	$	521,213
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2012	7,652			329,785			727		338,164
Change in foreign currency exchange rates	(193		)	—			—		(193		)
Goodwill	55,695			464,598			727		521,020
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2013	7,459			329,785			727		337,971
Change in foreign currency exchange rates	2			—			—		2
Goodwill	55,697			464,598			727		521,022
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at June 30, 2014	$	7,461		$	329,785		$	727	$	337,973

Schedule of Finite-Lived Intangible Assets [Table Text Block]

I

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the gross carrying amounts of goodwill:

(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Goodwill	$	55,888		$	464,598		$	727	$	521,213
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2012	7,652			329,785			727		338,164
Change in foreign currency exchange rates	(193		)	—			—		(193		)
Goodwill	55,695			464,598			727		521,020
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2013	7,459			329,785			727		337,971
Change in foreign currency exchange rates	2			—			—		2
Goodwill	55,697			464,598			727		521,022
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at June 30, 2014	$	7,461		$	329,785		$	727	$	337,973

Intangible Assets

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was $0.6 million and $1.2 million for the second quarter and first half of 2014, respectively, compared to $0.6 million and $1.2 million for the same periods of 2013. Intangible assets consisted of the following:

	June 30, 2014				December 31, 2013
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	23,088	$	15,626	$	23,088	$	14,448

Con-way's customer-relationship intangible asset relates to the Con-way Truckload business unit. Estimated future amortization expense is presented in the following table:

(Dollars in thousands)
Years ending December 31:
Remaining six months of 2014	$	1,178
2015	2,356
2016	2,356
2017	1,572

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(Dollars in thousands)
Years ending December 31:
Remaining six months of 2014	$	1,178
2015	2,356
2016	2,356
2017	1,572

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Note 8. Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Service Contracts

Con-way has agreements with vendors to provide certain information-technology, administrative and accounting services. The payments under the terms of the agreements are subject to change depending on the quantities and types of services consumed. The contracts also contain provisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay fees if termination is for causes other than the failure of the service providers to perform.

California Wage and Hour

Con-way is a defendant in several class-action lawsuits alleging violations of the state of California's wage and hour laws. Plaintiffs allege that Con-way failed to pay certain drivers for all compensable time and that certain other drivers were not provided with required meal breaks and rest breaks. Plaintiffs seek to recover unspecified monetary damages, penalties, interest and attorneys' fees. The two primary cases are Jorge R. Quezada v. Con-way Inc., dba Con-way Freight, (the "Quezada" case), and Jose Alberto Fonseca Pina, et al. v. Con-way Freight Inc., et al. (the "Pina" case). The Quezada case was initially filed in February 2009 in San Mateo County Superior Court, and was removed to the U.S. District Court of California, Northern District. The Pina case was initially filed in November 2009 in Monterey County Superior Court and was removed to the U.S. District Court of California, Northern District. By agreement of the parties, in March 2010, the Pina case and the Quezada case were deemed related and transferred to the same judge. On April 12, 2012, the Court granted plaintiff's request for class certification in the Pina case as to a limited number of issues. On October 15, 2012, the Court granted plaintiffs' request for class certification in the Quezada case and granted summary judgment as to certain issues. The class certification rulings do not address whether Con-way will ultimately be held liable.

Con-way has challenged the certification of the class in both cases, and further contends that plaintiffs' claims are preempted by federal law and not substantiated by the facts. Con-way has denied any liability with respect to these claims and intends to vigorously defend itself in these cases. There are multiple factors that prevent Con-way from being able to estimate the amount of potential loss, if any, in excess of its accrued liability that may result from this matter, including: (1) Con-way is vigorously defending itself and believes that it has a number of meritorious legal defenses; and (2) at this stage in the cases, there are unresolved questions of fact that could be important to the resolution of these matters. Trial was scheduled in the Quezada case for late August, however that date has been adjourned. The parties have been discussing the possibility of a negotiated resolution in the Quezada matter, and have reached certain terms of a tentative settlement, which must still be finalized and then approved by the Court. Con-way believes it has adequately accrued for this matter.

Unclaimed-Property Audits

Con-way is currently being audited by eight states, primarily the State of Delaware, for compliance with unclaimed-property laws. The property subject to review in this audit process generally includes unclaimed securities and unclaimed payments and refunds to employees, shareholders, vendors and customers. State and federal escheat laws generally require companies to report and remit unclaimed property to the states. Con-way believes it has procedures in place to comply with these laws. The audits of Con-way securities and payments were completed in the third quarter of 2013 and the second quarter of 2014, respectively, with no material findings. The remaining audit of refunds will continue into 2015. Given the current stage of the remaining audit, Con-way cannot estimate the amount or range of potential loss.

Other

Con-way is a defendant in various other lawsuits incidental to its businesses. It is the opinion of management that the ultimate outcome of these actions will not have a material effect on Con-way’s financial condition, results of operations or cash flows.

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Note 6. Share-based Compensation

6 Months Ended

Jun. 30, 2014

Share-based compensation expense [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Share-Based Compensation

Under terms of its share-based compensation plans, Con-way grants various types of share-based compensation awards to employees and directors. The plans provide for awards in the form of nonvested stock (also known as restricted stock), performance-share plan units, stock options and stock appreciation rights ("SARs"). See Note 10, “Share-Based Compensation,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2013 Annual Report on Form 10-K for additional information concerning its share-based compensation awards. The following expense was recognized for share-based compensation:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2014			2013			2014			2013
Salaries, wages and employee benefits	$	7,646		$	5,163		$	10,976		$	11,194
Deferred income tax benefit	(2,981		)	(2,010		)	(4,280		)	(4,357		)
Net share-based compensation expense	$	4,665		$	3,153		$	6,696		$	6,837

At June 30, 2014 and December 31, 2013, Con-way had recognized accrued liabilities for cash-settled SARs of $6.0 million and $4.3 million, respectively, using a weighted-average fair value per SAR of $23.44 and $15.13, respectively.

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Note 7. Income Taxes

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

Con-way's effective tax rates for the second quarter and first half of 2014 were 40.9% and 39.5%, respectively. The effective tax rates for the second quarter and first half of 2013 were 31.7% and 28.5%, respectively. The customary relationship between income tax expense and pretax income was affected by discrete adjustments. The effective tax rates in the second quarter and first half of 2014 included a discrete tax charge of $0.7 million and tax benefit of $0.6 million, respectively. The effective tax rates in the second quarter and first half of 2013 included discrete tax benefits of $3.8 million and $7.2 million, respectively. In the second quarter of 2013, the discrete items primarily related to the expiration of the statute of limitations on uncertain tax positions. The effective tax rate in the first half of 2013 also included a first-quarter benefit for the alternative-fuel tax credits for 2012 that were recognized in the first quarter of 2013 because of a retroactive change to tax laws; this credit is not expected to be available for 2014.

Other accounts receivable in the consolidated balance sheets include income tax receivables of $3.8 million and $10.6 million at June 30, 2014 and December 31, 2013, respectively.

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Note 9. Shareholders' Equity

6 Months Ended

Jun. 30, 2014

Accumulated Other Comprehensive Income (Loss) [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Shareholders' Equity

Accumulated Other Comprehensive Loss

All changes in equity, except those resulting from investments by owners and distributions to owners, are reported in the statements of consolidated comprehensive income. The following is a summary of the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss:

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at March 31, 2014	$	(302	)	$	(268,053	)	$	(268,355	)
Other comprehensive loss before reclassifications	(439		)	—			(439		)
Amounts reclassified from accumulated other comprehensive loss	—			992			992
Balances at June 30, 2014	$	(741	)	$	(267,061	)	$	(267,802	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2013	$	(424	)	$	(269,107	)	$	(269,531	)
Other comprehensive loss before reclassifications	(317		)	—			(317		)
Amounts reclassified from accumulated other comprehensive loss	—			2,046			2,046
Balances at June 30, 2014	$	(741	)	$	(267,061	)	$	(267,802	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at March 31, 2013	$	(855	)	$	(452,064	)	$	(452,919	)
Other comprehensive loss before reclassifications	(182		)	—			(182		)
Amounts reclassified from accumulated other comprehensive loss	—			3,002			3,002
Balances at June 30, 2013	$	(1,037	)	$	(449,062	)	$	(450,099	)

(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2012	$	(1,295	)	$	(455,166	)	$	(456,461	)
Other comprehensive income before reclassifications	258			—			258
Amounts reclassified from accumulated other comprehensive loss	—			6,104			6,104
Balances at June 30, 2013	$	(1,037	)	$	(449,062	)	$	(450,099	)

See Note 5, “Employee Benefit Plans” for additional information concerning Con-way's employee benefit plans, including amounts reported for net periodic benefit expense.

Common Stock Repurchase Program and Cash Dividend

In June 2014, Con-way's Board of Directors authorized the repurchase of up to $150 million in Con-way's common stock in open market transactions from time to time in such amounts as management deems appropriate.

On July 29, 2014, Con-way's Board of Directors increased the dividend to be paid to shareholders. The Board declared an additional cash dividend of 5 cents per share on common stock, payable on September 12, 2014 to shareholders of record on August 15, 2014. The total dividend payable on September 12, 2014 will be 15 cents per share.

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Note 5. Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	$ 18,767	$ 17,422	$ 37,638	$ 35,011
Expected return on plan assets	(23,309)	(23,005)	(46,636)	(45,662)
Amortization of actuarial gain (loss)	2,375	4,486	4,850	9,136
Amortization of prior-service costs (credits)	405	417	809	835
Net periodic benefit expense (income)	(1,762)	(680)	(3,339)	(680)
Non Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	864	803	1,726	1,607
Amortization of actuarial gain (loss)	219	280	438	559
Amortization of prior-service costs (credits)	1	2	2	3
Net periodic benefit expense (income)	1,084	1,085	2,166	2,169
Postretirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	271	313	542	742
Interest cost on benefit obligation	671	848	1,343	1,739
Amortization of actuarial gain (loss)	(656)	0	(1,313)	0
Amortization of prior-service costs (credits)	(716)	(263)	(1,432)	(526)
Net periodic benefit expense (income)	$ (430)	$ 898	$ (860)	$ 1,955

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Note 4. Fair-Value Measurements (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	June 30, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	436,871	$	73,092	$	363,779	$	—

	December 31, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	441,199	$	99,092	$	342,107	$	—

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Note 1. Principal Accounting Policies (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Change in Accounting Estimate [Line Items]
Operating Income	$ 102,700	$ 76,299	$ 135,762	$ 107,898
Net income	53,667	42,897	66,560	56,902
Salvage Value [Member]
Change in Accounting Estimate [Line Items]
Operating Income	1,600		3,400
Net income	$ 1,000		$ 2,100
Earnings per common share, basic and diluted	$ 0.02		$ 0.04

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Note 9. Shareholders' Equity Common Stock Repurchase Program (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Common Stock Repurchase Program [Abstract]
Stock Repurchase Program, Authorized Amount	$ 150

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Statement of Comprehensive Income Statement (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 53,667	$ 42,897	$ 66,560	$ 56,902
Foreign currency transaction adjustment	(439)	(182)	(317)	258
Net actuarial loss included in net periodic benefit expense or income, net of deferred tax of $756, $1,859, $1,550 and $3,781, respectively	1,182	2,907	2,425	5,914
Amortization of prior service cost or credit included in net periodic benefit expense or income, net of deferred tax of $120, $61, $242 and $122, respectively	(190)	95	(379)	190
Other Comprehensive Income, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	992	3,002	2,046	6,104
Total other comprehensive income	553	2,820	1,729	6,362
Comprehensive income	$ 54,220	$ 45,717	$ 68,289	$ 63,264

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Note 3. Segment Reporting

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Segment Reporting

Con-way discloses segment information in the manner in which the business units are organized for making operating decisions, assessing performance and allocating resources. For the periods presented, Con-way is divided into the following three reporting segments:

• Freight. The Freight segment consists of the operating results of the Con-way Freight business unit, which provides regional, inter-regional and transcontinental less-than-truckload freight services throughout North America.

• Logistics. The Logistics segment consists of the operating results of the Menlo Logistics ("Menlo") business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight-brokerage services.

• Truckload. The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.

Financial Data

Management evaluates segment performance primarily based on revenue and operating income (loss). Accordingly, investment income, interest expense and other non-operating items are not reported in segment results. Corporate expenses are generally allocated based on measurable services provided to each segment, or for general corporate expenses, based on segment revenue. Inter-segment revenue and related operating income (loss) have been eliminated to reconcile to consolidated revenue and operating income. Transactions between segments are generally based on negotiated prices.

	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2014			2013		2014		2013
Revenue from External Customers
Freight	$	927,942		$	881,824	$	1,764,271	$	1,698,960
Logistics	413,830			353,528		803,202		732,256
Truckload	148,930			144,490		289,527		282,839
Corporate and Eliminations	1,647			1,528		4,192		3,479
	$	1,492,349		$	1,381,370	$	2,861,192	$	2,717,534
Revenue from Internal Customers
Freight	$	12,561		$	10,451	$	24,259	$	20,851
Logistics	19,820			16,850		36,813		30,479
Truckload	15,134			17,314		30,547		35,968
Corporate and Eliminations	17,152			16,393		31,542		31,045
	$	64,667		$	61,008	$	123,161	$	118,343
Operating Income (Loss)
Freight	$	83,021		$	54,689	101,586		70,713
Logistics	6,418			6,039		12,592		12,571
Truckload	13,499			10,873		19,879		20,828
Corporate and Eliminations	(238		)	4,698		1,705		3,786
	$	102,700		$	76,299	$	135,762	$	107,898

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Note 1. Principal Accounting Policies Organization (Details)	6 Months Ended
	Jun. 30, 2014
Organization [Abstract]
Number of Operating Segments	3

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Note 6. Share-based Compensation (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Share-based compensation expense [Abstract]
Recognized accrued liabilities for cash-settled SARs	$ 6.0	$ 4.3
Weighted-average fair value per SAR	$ 23.44	$ 15.13

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Note 3. Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2014			2013		2014		2013
Revenue from External Customers
Freight	$	927,942		$	881,824	$	1,764,271	$	1,698,960
Logistics	413,830			353,528		803,202		732,256
Truckload	148,930			144,490		289,527		282,839
Corporate and Eliminations	1,647			1,528		4,192		3,479
	$	1,492,349		$	1,381,370	$	2,861,192	$	2,717,534
Revenue from Internal Customers
Freight	$	12,561		$	10,451	$	24,259	$	20,851
Logistics	19,820			16,850		36,813		30,479
Truckload	15,134			17,314		30,547		35,968
Corporate and Eliminations	17,152			16,393		31,542		31,045
	$	64,667		$	61,008	$	123,161	$	118,343
Operating Income (Loss)
Freight	$	83,021		$	54,689	101,586		70,713
Logistics	6,418			6,039		12,592		12,571
Truckload	13,499			10,873		19,879		20,828
Corporate and Eliminations	(238		)	4,698		1,705		3,786
	$	102,700		$	76,299	$	135,762	$	107,898