##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    From          to   Commission File Number 1-5046
 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.)2855 Campus Drive, Suite 300, San Mateo, CA

94403(Address of principal executive
    offices)

(Zip Code)   Registrants telephone
    number, including area code:
    (650) 378-5200
 Securities Registered Pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock ($.625 par value)

New York Stock Exchange   Securities Registered Pursuant
    to Section 12(g) of the Act:
 87/8% Notes
    due 2010
 7.25% Senior Notes due
    2018
 6.70% Senior Debentures due
    2034
 (Title of class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ Accelerated
    filer o Non-accelerated
    filer o Smaller
    reporting
    company o  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY
    REFERENCE
 Part III
 Proxy Statement for Con-ways
    Annual Meeting of Shareholders to be held on May 19, 2009
    (only those portions referenced
 specifically herein are
    incorporated in this
    Form 10-K).




---



##### 



Con-way
    Inc.FORM 10-K
    Year Ended December 31, 2008
    Table of
    Contents
     Item



PagePART I1.


Business


31A.


Risk Factors


81B.


Unresolved Staff Comments


112.


Properties


113.


Legal Proceedings


124.


Submission of Matters to a Vote of Security
    Holders


12Executive Officers of the Registrant


13PART II5.


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


156.


Selected Financial Data


177.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


197A.


Quantitative and Qualitative Disclosures About
    Market Risk


398.


Financial Statements and Supplementary Data


419.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


869A.


Controls and Procedures


869B.


Other Information


86PART III10.


Directors, Executive Officers and Corporate
    Governance


8711.


Executive Compensation


8712.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


8713.


Certain Relationships and Related Transactions,
    and Director Independence


8714.


Principal Accountant Fees and Services


87PART IV15.


Exhibits and Financial Statement Schedules


88EX-10.49EX-10.50EX-10.51EX-10.52EX-10.53EX-10.54EX-10.55EX-10.56EX-10.57EX-10.58EX-12EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Con-way
    Inc.FORM 10-K
    Year Ended December 31, 2008
 PART I  ITEM 1.
    BUSINESS  Overview
    Information
    Available on Website
  Form 10-K, Form 10-Q, Form 8-K
      Regulatory
    Certifications
    Reporting
    Segments
    Freight
    pickup-and-delivery
 3




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##### Table of Contents



Former
    Freight Segment Businesses
      Competition
    Logistics
      and/or
 4




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Expansion
    in Asia
        Integration
    of Former Freight Segment Businesses
    Competition
    Truckload
    and/or
 5




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##### Table of Contents



pick-up,
    Competition
    Vector
      Other
    Discontinued
    Operations
      General
  Employees
     6




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##### Table of Contents



Cyclicality
    and Seasonality
      Price
    and Availability of Fuel
    Regulation
  Ground
    Transportation
        Environmental
   7




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##### Table of Contents



Homeland
    Security
    ITEM 1A.
    RISK
    FACTORS      Business
    Interruption
      Capital
    Intensity
  and/or
  Capital
    Markets
   8




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Customer
    Concentration
    Cyclicality
    Employee
    Benefit Costs
  and/or
  Employees
      Government
    Regulation
   9




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Price and
    Availability of Fuel
          and/or
    and/or and/or
 10




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##### Table of Contents



Other
    Factors
    
    increasing competition and pricing pressure;
    the creditworthiness of Con-ways customers and their
    ability to pay for services rendered;
    the effect of litigation, including the allegation that Con-way
    engaged in price-fixing of fuel surcharges in violation of
    Federal antitrust laws;
    the effects of the cessation of the air-carrier operations of
    EWA;
    the possibility that Con-way may, from time to time, be required
    to record impairment charges for goodwill, intangible assets,
    and other long-lived assets;
    the possibility of defaults under Con-ways
    $400 million credit agreement and other debt instruments
    (including without limitation defaults resulting from unusual
    charges);
    labor matters, including labor-organizing activities, work
    stoppages or strikes; and
    matters relating to Con-ways 1996 spin-off of CFC,
    including the possibility that CFCs multi-employer pension
    plans may assert claims against Con-way and that Con-way may not
    prevail in those proceedings.  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  and/or
  Freight
  and/or meet-and-turn
    Logistics
   11




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##### Table of Contents



Truckload
    Other
    ITEM 3.
    LEGAL
    PROCEEDINGS  class-action
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   12




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EXECUTIVE
    OFFICERS OF THE REGISTRANT                 13




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14




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##### Table of Contents



PART II    ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES      Performance
    Graph
    COMPARISON
    OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN*
    Con-way Inc., S&P Midcap 400 Index, Dow Jones
    Transportation Average
  
  Cumulative
    Total Return
  12/31/03


12/31/04


12/31/05


12/31/06


12/31/07


12/31/08Con-way Inc.


$
100.0



$
149.4



$
168.0



$
133.4



$
126.9



$
82.1S&P Midcap 400


$
100.0



$
115.2



$
128.1



$
139.6



$
149.0



$
93.4DJ Transportation Average


$
100.0



$
126.3



$
139.5



$
151.6



$
152.0



$
117.6  15




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Equity
    Compensation Plan Information
  Number of SecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted-average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(ExcludingOptions, Warrants


Options, Warrants


Securities Reflectedand Rights


and Rights


in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


2,028,593


$
43.94



4,519,290Equity compensation plans not approved by security holders










Total


2,028,593


$
43.94



4,519,290  16




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Con-way
    Inc.
    Five-Year Financial Summary
  2008


2007(a)


2006


2005


2004(Dollars in thousands except per share data)Operating ResultsRevenues

$
5,036,817


$
4,387,363


$
4,221,478


$
4,115,575


$
3,658,564Operating Income(b)


192,622



264,453



401,828



370,946



284,332Income from Continuing Operations Before Income Tax Provision


134,917



242,646



392,309



352,356



248,775Net Income from Continuing Operations Available to Common
    Shareholders(c)


58,635



146,815



265,177



222,647



143,432Net Income (Loss) Applicable to Common Shareholders(c)(d)


66,961



145,952



258,978



214,034



(126,094
)Per Common ShareBasic Earnings (Loss)Net Income from Continuing Operations

$
1.29


$
3.24


$
5.42


$
4.27


$
2.84Net Income (Loss) Applicable to Common Shareholders


1.47



3.22



5.29



4.10



(2.50
)Diluted Earnings (Loss)Net Income from Continuing Operations


1.23



3.06



5.09



3.98



2.59Net Income (Loss) Applicable to Common Shareholders


1.40



3.04



4.98



3.83



(2.18
)Cash Dividends


0.40



0.40



0.40



0.40



0.40Common Shareholders Equity


12.13



18.68



14.65



16.09



13.46Market PriceHigh


55.00



57.81



61.87



59.79



50.96Low


20.03



38.05



42.09



41.38



30.50Weighted-Average Common Shares OutstandingBasic


45,427,317



45,318,740



48,962,382



52,192,539



50,455,006Diluted


48,619,292



48,327,784



52,280,341



56,213,049



56,452,629Financial PositionCash and cash equivalents

$
278,253


$
176,298


$
260,039


$
514,275


$
346,581Total assets


3,071,707



3,009,308



2,291,042



2,451,399



2,469,357Long-term debt and guarantees


926,224



955,722



557,723



581,469



601,344Other Data at Year-EndNumber of shareholders


7,016



7,410



7,041



7,204



7,435Approximate number of regular full-time employees


26,600



27,100



21,800



21,700



20,600     (a)
    
    Effective August 23, 2007, Con-way acquired Contract
    Freighters, Inc. and affiliated companies (collectively,
    CFI). Under purchase-method accounting, CFIs
    operating results are included only for periods subsequent to
    the acquisition. 17




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##### Table of Contents



(b)
    
    The comparability of Con-ways consolidated operating
    income was affected by the following:    
    Effective January 1, 2006, Con-way adopted SFAS 123R
    under the modified-prospective method. Prior-period financial
    statements have not been adjusted.    
    Restructuring charges of $23.9 million in 2008, related to
    a reorganization initiative, network re-engineering and
    workforce reduction at Con-way Freight.
    Charges of $37.8 million in 2008 for the impairment of
    goodwill and other intangible assets, $4.9 million for the
    write-down of an acquisition receivable and $4.2 million
    for acquisition-related integration and other costs at Menlo
    Worldwide Logistics in 2008.
    Restructuring charges of $13.2 million in 2007, related to
    a reorganization initiative at Con-way Freight.
    Gain of $6.2 million in 2006 from the sale of assets
    related to Con-way Expedite.
    Gain of $41.0 million in 2006 from the sale of
    Con-ways membership interest in Vector.  (c)
    
    The comparability of Con-ways tax provision and net income
    was affected by the following:  
    Tax provision in 2008 reflects the non-deductible goodwill
    impairment charges and write-down of an acquisition-related
    receivable at Chic Logistics.
    Tax benefits of $12.1 million in 2006 related to the
    settlement with the IRS of previous tax filings.
    Tax benefits of $17.7 million in 2006 from the utilization
    of capital-loss carryforwards that offset tax of
    $2.9 million on the sale of Con-way Expedite and
    $14.8 million on the sale of Con-ways membership
    interest in Vector.
    Tax benefits of $7.8 million in 2005 related to the
    settlement with the IRS of previous tax filings.  (d)
    
    Results in 2004 include a $276.3 million loss from
    discontinued operations related to the sale of MWF. 18




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Introduction
    
    Overview of Business
    Results of Operations
    Liquidity and Capital Resources
    Critical Accounting Policies and Estimates
    New Accounting Standards
    Forward-Looking Statements  Overview
    of Business
    business-unit and/or
  pickup-and-delivery
 19




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##### Table of Contents



Results
    of Operations
    Continuing
    Operations
  2008


2007


2006(Dollars in thousands except per share amounts)Revenues

$
5,036,817


$
4,387,363


$
4,221,478Operating income

$
192,622


$
264,453


$
401,828Other expense


57,705



21,807



9,519Income from continuing operations before income tax provision


134,917



242,646



392,309Income tax provision


69,494



88,871



119,978Income from continuing operations


65,423



153,775



272,331Preferred stock dividends


6,788



6,960



7,154Net income from continuing operations available to common
    shareholders

$
58,635


$
146,815


$
265,177Diluted earnings per share

$
1.23


$
3.06


$
5.09Operating margin


3.8
%


6.0
%


9.5
%Effective tax rate


51.5
%


36.6
%


30.6
%   Overview 
    2008 Compared to 2007
           20




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##### Table of Contents



Overview 
    2007 Compared to 2006
            Reporting
    Segment Review
  Freight
    2008

2007

2006(Dollars in thousands)Summary of Operating ResultsRevenues

$
3,015,959


$
2,904,543


$
2,852,909Operating Income


165,169



235,060



321,204Operating Margin


5.5
%


8.1
%


11.3
%   21




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##### Table of Contents



2008 vs. 2007

2007 vs. 2006Percentage Change in Selected Operating StatisticsRevenue per day


+5.7
%


+2.8
%Weight per day


0.0



+3.3Revenue per hundredweight (yield)


+5.7



(0.5
)Shipments per day (volume)


(2.9
)


+4.5Weight per shipment


+2.9



(1.2
)   2008
    Compared to 2007
               22




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##### Table of Contents



2007
    Compared to 2006
           23




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##### Table of Contents



Logistics
    2008


2007


2006(Dollars in thousands)Summary of Operating Results 
    Revenues

$
1,511,611


$
1,297,056


$
1,355,301Purchased Transportation Expense


(1,001,775
)


(851,366
)


(963,044
)Net Revenues


509,836



445,690



392,257Operating Income (Loss)

$
(23,683
)

$
25,599


$
25,649Operating Margin on Revenues


(1.6
)%


2.0
%


1.9
%Operating Margin on Net Revenues


(4.6
)%


5.7
%


6.5
%   2008
    Compared to 2007
         24




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##### Table of Contents



25-month
  2007
    Compared to 2006
         25




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##### Table of Contents



Truckload
    2008

2007

2006(Dollars in thousands)Summary of Operating ResultsRevenues

$
505,201


$
172,674


$
7,145Operating Income


52,395



8,803



2,267       Vector
     26




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##### Table of Contents



Other
    2008


2007


2006(Dollars in thousands)RevenuesRoad Systems

$
4,046


$
13,090


$
6,123Operating Income (Loss)Road Systems

$
775


$
667


$
1,215Unallocated corporate operating income (loss)Re-insurance activities


1,231



(480
)


(705
)Corporate properties


(631
)


(2,538
)


(1,382
)Sales of non-operating assets










1,260Variable executive compensation


(2,616
)






Other


(18
)


41



(279
)$
(1,259
)

$
(2,310
)

$
109   Discontinued
    Operations
    2008


2007


2006(Dollars in thousands except per share amounts)Discontinued Operations, net of taxLoss from Discontinued Operations

$



$



$
(1,929
)Gain (Loss) from Disposal


8,326



(863
)


(4,270
)$
8,326


$
(863
)

$
(6,199
)Earnings (Loss) per diluted shareLoss from Discontinued Operations

$



$



$
(0.03
)Gain (Loss) from Disposal


0.17



(0.02
)


(0.08
)$
0.17


$
(0.02
)

$
(0.11
)  27




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##### Table of Contents



Liquidity
    and Capital Resources
    2008


2007


2006(Dollars in thousands)Operating ActivitiesNet income

$
73,749


$
152,912


$
266,132Discontinued operations


(8,326
)


863



6,199Non-cash adjustments(1)


320,487



222,928



109,693Net income before non-cash items


385,910



376,703



382,024Changes in assets and liabilities


(81,424
)


(2,830
)


51,676Net Cash Provided by Operating Activities


304,486



373,873



433,700Net Cash Used in Investing Activities


(172,942
)


(757,166
)


(274,160
)Net Cash Provided by (Used in) Financing Activities


(38,696
)


295,239



(378,489
)Net Cash Provided by (Used in) Continuing Operations


92,848



(88,054
)


(218,949
)Net Cash Provided by (Used in) Discontinued Operations


9,107



4,313



(35,287
)Increase (Decrease) in Cash and Cash Equivalents

$
101,955


$
(83,741
)

$
(254,236
)     (1)
    
    Non-cash adjustments refer to depreciation,
    amortization, impairment charges, restructuring activities,
    deferred income taxes, provision for uncollectible accounts,
    loss or income from equity-method investment, and other non-cash
    income and expenses.  Continuing
    Operations
  Operating
    Activities
         28




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##### Table of Contents



Investing
    Activities
          Financing
    Activities
   29




---



##### Table of Contents



Contractual
    Cash Obligations
    Payments Due by Period2014 &Total


2009


2010-2011


2012-2013


Thereafter(Dollars in thousands)Long-term debt and guarantees

$
1,781,725


$
93,498


$
310,699


$
101,824


$
1,275,704Operating leases


227,797



69,655



90,546



36,688



30,908Employee benefit plan payments


136,427



12,100



25,295



26,544



72,488Total

$
2,145,949


$
175,253


$
426,540


$
165,056


$
1,379,100            30




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Capital
    Resources and Liquidity Outlook
  and/or
    Con-ways Con-way
  Discontinued
    Operations
   31




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Critical
    Accounting Policies and Estimates
    
    Defined Benefit Pension Plans
    Self-Insurance Accruals
    Income Taxes
    Revenue Recognition
    Property, Plant and Equipment and Other Long-Lived Assets
    Goodwill
    Disposition and Restructuring Activities  Defined
    Benefit Pension Plans
    Significant
    assumptions
    2009

2008

2007

2006Weighted-average assumptions:Discount rate on plan obligations


6.10%



6.60%



5.95%



6.00%Expected long-term rate of return on plan assets


8.50%



8.50%



8.50%



8.50%   Discount Rate.
 32




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##### Table of Contents



Rate of Return on Plan Assets. 20-year
  Actuarial
    gains and losses
  and/or
  Effect
    on operating results
  post-amendment
  Funding
     33




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##### Table of Contents



Self-Insurance
    Accruals
      Income
    Taxes
      Revenue
    Recognition
      Estimated
    revenue adjustments
   34




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##### Table of Contents



Uncollectible
    accounts receivable
      In-transit
    revenue
    Gross-
    or net-basis revenue recognition
    Property,
    Plant and Equipment and Other Long-Lived Assets
    and/or
     35




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Goodwill
  reporting-unit reporting-unit
         36




---



##### Table of Contents



Disposition
    and Restructuring Activities
    New
    Accounting Standards
   37




---



##### Table of Contents



Forward-Looking
    Statements
    
    any projections of earnings, revenues, 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 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.   38




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Interest
    Rates
    December 312008

2007(Dollars in thousands)Carrying value

$
950,024


$
978,426Estimated fair value


900,000



1,050,000Change in estimated fair value given a hypothetical 10% change
    in interest rates


48,000



50,000     Fuel
    Foreign
    Currency
   39




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               KPMG
    LLP
    40




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA Con-way
    Inc.



Consolidated
    Balance Sheets  December 31,2008


2007(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
278,253


$
176,298Marketable securities


14



30,016Trade accounts receivable, net


516,910



495,568Other accounts receivable


51,576



42,664Operating supplies, at lower of average cost or market


24,102



24,142Prepaid expenses and other assets


42,264



40,746Deferred income taxes


37,963



37,672Total Current Assets


951,082



847,106Property, Plant and EquipmentLand


194,330



187,323Buildings and leasehold improvements


803,511



792,962Revenue equipment


1,350,514



1,246,816Other equipment


292,761



265,6402,641,116



2,492,741Accumulated depreciation and amortization


(1,169,160
)


(1,033,953
)Net Property, Plant and Equipment


1,471,956



1,458,788Other AssetsDeferred charges and other assets


43,012



33,139Capitalized software, net


29,345



35,010Employee benefits






89,039Marketable securities


6,712



Intangible assets, net


27,336



18,780Goodwill


487,956



527,446Deferred income taxes


54,308



648,669



703,414Total Assets

$
3,071,707


$
3,009,308    41




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##### Table of Contents



Con-way
    Inc.
  Consolidated
    Balance Sheets
  December 31,2008


2007(Dollars in thousands except per share data)LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
273,784


$
276,105Accrued liabilities


258,350



258,253Self-insurance accruals


94,663



110,986Short-term borrowings


7,480



5,072Current maturities of long-term debt


23,800



22,704Total Current Liabilities


658,077



673,120Long-Term LiabilitiesLong-term debt and guarantees


926,224



955,722Self-insurance accruals


152,435



118,854Employee benefits


659,508



195,145Other liabilities and deferred credits


49,871



24,639Deferred income taxes






132,732Total Liabilities


2,446,115



2,100,212Commitments and Contingencies (Notes 4, 8, 9, 10 and 14)Shareholders EquityPreferred stock, no par value; authorized 5,000,000 shares:Series B, 8.5% cumulative, convertible, $.01 stated
    value; designated 1,100,000 shares; issued 523,911 and
    560,998 shares, respectively


5



6Additional paid-in capital, preferred stock


79,681



85,322Deferred compensation, defined contribution retirement plan


(10,435
)


(20,805
)Total Preferred Shareholders Equity


69,251



64,523Common stock, $.625 par value; authorized
    100,000,000 shares; issued 62,379,868 and
    61,914,495 shares, respectively


38,851



38,615Additional paid-in capital, common stock


584,229



568,190Retained earnings


1,020,930



972,243Cost of repurchased common stock (16,522,563 and
    16,698,513 shares, respectively)


(713,095
)


(720,583
)Total Common Shareholders Equity


930,915



858,465Accumulated Other Comprehensive Income (Loss)


(374,574
)


(13,892
)Total Shareholders Equity


625,592



909,096Total Liabilities and Shareholders Equity

$
3,071,707


$
3,009,308    42




---



##### Table of Contents



Con-way
    Inc.



Statements
    of Consolidated Income  Years Ended December 31,2008


2007


2006(Dollars in thousands except per share data)Revenues

$
5,036,817


$
4,387,363


$
4,221,478Costs and ExpensesSalaries, wages and other employee benefits


2,047,122



1,900,681



1,719,203Purchased transportation


1,208,187



1,049,906



1,173,979Fuel and fuel-related taxes


574,972



359,486



283,177Other operating expenses


445,180



371,056



312,087Depreciation and amortization


208,251



167,146



143,726Maintenance


133,175



112,906



105,691Rents and leases


93,594



79,151



75,086Purchased labor


72,045



65,163



65,531Impairment charges


37,796







Restructuring charges


23,873



14,716



Loss (Income) from equity investment






2,699



(52,599
)Gain from sale of Con-way Expedite










(6,231
)4,844,195



4,122,910



3,819,650Operating Income


192,622



264,453



401,828Other Income (Expense)Investment income


5,672



19,007



24,781Interest expense


(62,936
)


(42,805
)


(34,206
)Miscellaneous, net


(441
)


1,991



(94
)(57,705
)


(21,807
)


(9,519
)Income from Continuing Operations Before Income Tax Provision


134,917



242,646



392,309Income Tax Provision


69,494



88,871



119,978Income from Continuing Operations


65,423



153,775



272,331Discontinued Operations, net of taxLoss from Discontinued Operations










(1,929
)Gain (Loss) from Disposal


8,326



(863
)


(4,270
)8,326



(863
)


(6,199
)Net Income


73,749



152,912



266,132Preferred Stock Dividends


6,788



6,960



7,154Net Income Available to Common Shareholders

$
66,961


$
145,952


$
258,978Net Income From Continuing Operations Available to Common
    Shareholders

$
58,635


$
146,815


$
265,177Weighted-Average Common Shares OutstandingBasic


45,427,317



45,318,740



48,962,382Diluted


48,619,292



48,327,784



52,280,341Earnings (Loss) Per Common ShareBasicNet Income from Continuing Operations

$
1.29


$
3.24


$
5.42Loss from Discontinued Operations










(0.04
)Gain (Loss) from Disposal


0.18



(0.02
)


(0.09
)Net Income Available to Common Shareholders

$
1.47


$
3.22


$
5.29DilutedNet Income from Continuing Operations

$
1.23


$
3.06


$
5.09Loss from Discontinued Operations










(0.03
)Gain (Loss) from Disposal


0.17



(0.02
)


(0.08
)Net Income Available to Common Shareholders

$
1.40


$
3.04


$
4.98    43




---



##### Table of Contents



Con-way
    Inc.



Statements
    of Consolidated Cash Flows  Years Ended December 31,2008


2007


2006(Dollars in thousands)Cash and Cash Equivalents, Beginning of Year

$
176,298


$
260,039


$
514,275Operating ActivitiesNet income


73,749



152,912



266,132Adjustments to reconcile net income to net cash provided by
    operating activities:Discontinued operations, net of tax


(8,326
)


863



6,199Depreciation and amortization, net of accretion


202,449



162,293



139,200Increase in deferred income taxes


37,484



26,500



11,130Amortization of deferred compensation


10,370



10,686



9,137Share-based compensation


6,720



11,235



7,427Provision for uncollectible accounts


10,979



3,343



2,902Loss (Income) from equity investment






2,699



(52,599
)Gain from sale of business










(6,231
)Loss from impairment of goodwill and intangibles


37,796







Loss from restructuring activities


11,540



7,380



Loss (Gain) from sales of property and equipment, net


3,149



(1,208
)


(1,273
)Changes in assets and liabilities, net of acquisitions:Receivables


(26,499
)


(8,291
)


89,025Prepaid expenses


320



3,860



(5,689
)Accounts payable


(72
)


(5,125
)


(33,589
)Accrued incentive compensation


(19,728
)


4,782



(4,448
)Accrued liabilities, excluding accrued incentive compensation
    and employee benefits


22,208



10,718



(6,040
)Self-insurance accruals


16,955



(642
)


13,045Income taxes


(19,233
)


23,393



14,815Employee benefits


(41,376
)


(19,373
)


(23,295
)Deferred charges and credits


(6,771
)


(3,307
)


12,232Other


(7,228
)


(8,845
)


(4,380
)Net Cash Provided by Operating Activities


304,486



373,873



433,700Investing ActivitiesCapital expenditures


(234,430
)


(139,429
)


(299,211
)Software expenditures


(10,235
)


(12,124
)


(8,892
)Proceeds from sales of property and equipment, net


8,841



27,758



8,118Proceeds from sale-leaseback transaction


40,380







Proceeds from sale of businesses and equity investment






51,900



8,000Acquisitions, net of cash acquired






(839,796
)


Net decrease in marketable securities


22,502



154,525



17,825Net Cash Used in Investing Activities


(172,942
)


(757,166
)


(274,160
)Financing ActivitiesNet proceeds from issuance of debt






846,049



Repayment of debt and guarantees


(22,704
)


(443,635
)


(15,033
)Net repayment of short-term borrowings


(1,249
)






Proceeds from exercise of stock options


10,149



8,229



12,235Excess tax benefit from stock option exercises


755



583



2,674Payments of common dividends


(18,274
)


(18,191
)


(19,693
)Payments of preferred dividends


(7,373
)


(7,931
)


(8,457
)Repurchases of common stock






(89,865
)


(350,215
)Net Cash Provided by (Used in) Financing Activities


(38,696
)


295,239



(378,489
)Net Cash Provided by (Used in) Continuing Operations


92,848



(88,054
)


(218,949
)Discontinued OperationsNet Cash Provided by (Used in) Operating Activities


9,107



4,313



(35,109
)Net Cash Used in Investing Activities










(178
)Net Cash Provided by (Used in) Discontinued Operations


9,107



4,313



(35,287
)Increase (Decrease) in Cash and Cash Equivalents


101,955



(83,741
)


(254,236
)Cash and Cash Equivalents, End of Year

$
278,253


$
176,298


$
260,039Supplemental DisclosureCash paid for income taxes, net of refunds

$
46,655


$
35,210


$
89,191Cash paid for interest, net of amounts capitalized

$
56,090


$
47,555


$
41,374    44




---



##### Table of Contents



Con-way
    Inc.



Statements
    of Consolidated Shareholders Equity  Preferred Stock




















AccumulatedSeries B


Common Stock


Additional








Repurchased


OtherNumber of





Number of





Paid-in


Deferred


Retained


Common


Comprehensive


ComprehensiveShares


Amount


Shares


Amount


Capital


Compensation


Earnings


Stock


Income (Loss)


Income (Loss)(Dollars in thousands except per share data)Balance, December 31, 2005


641,359



6



61,204,263



38,253



626,287



(43,706
)


607,783



(293,380
)


(37,107
)Net income


























266,132










$
266,132Other comprehensive income:Foreign currency translation adjustment


































221



221Minimum pension liability adjustment, net of deferred tax of
    $10,885


































17,025



17,025Comprehensive income





































$
283,378Exercise of stock options, including tax benefits of $4,317










392,200



246



16,306















Share-based compensation, including tax benefits of $848










20,186



(65
)


8,359











(2,107
)


Adjustment to initially apply SFAS 123R


















(3,078
)


3,078











Primary DC Plan deferred compensation






















9,137











Repurchased common stock issued for conversion of preferred stock


(37,543
)














(6,773
)










6,773



Treasury stock repurchases






























(350,215
)


Common dividends declared ($.40 per share)


























(19,693
)






Series B, Preferred dividends ($12.93 per share), net of
    tax benefits of $1,019


























(7,154
)






Adjustment to initially apply SFAS 158 
    recognition provision net of deferred tax of $61,088


































(95,549
)Balance, December 31, 2006


603,816


$
6



61,616,649


$
38,434


$
641,101


$
(31,491
)

$
847,068


$
(638,929
)

$
(115,410
)Net income


























152,912










$
152,912Other comprehensive income:Foreign currency translation adjustment


































699



699Employee benefit plansActuarial gain, net of deferred tax of $47,126


































73,711



73,711Prior-service credit, net of deferred tax of $7,356


































11,506



11,506Comprehensive income





































$
238,828Exercise of stock options, including tax benefits of $1,530










247,657



155



9,604















Share-based compensation, including tax benefits of $110










50,189



26



11,326











(308
)


Primary DC Plan deferred compensation






















10,686











Repurchased common stock issued for conversion of preferred stock


(42,818
)














(8,519
)










8,519



Treasury stock repurchases






























(89,865
)


Common dividends declared ($.40 per share)


























(18,191
)






Series B, Preferred dividends ($12.93 per share), net of
    tax benefits of $691


























(6,960
)






Adjustment to initially apply SFAS 158 
    measurement provision, net of deferred tax of $8,321


























(2,586
)






15,602 45




---



##### Table of Contents



Preferred Stock




















AccumulatedSeries B


Common Stock


Additional








Repurchased


OtherNumber of





Number of





Paid-in


Deferred


Retained


Common


Comprehensive


ComprehensiveShares


Amount


Shares


Amount


Capital


Compensation


Earnings


Stock


Income (Loss)


Income (Loss)(Dollars in thousands except per share data)Balance, December 31, 2007


560,998


$
6



61,914,495


$
38,615


$
653,512


$
(20,805
)

$
972,243


$
(720,583
)

$
(13,892
)Net income


























73,749










$
73,749Other comprehensive loss:Foreign currency translation adjustment


































(1,704
)


(1,704
)Employee benefit plansActuarial loss, net of deferred tax of $227,374


































(355,792
)


(355,792
)Prior-service credit, net of deferred tax of $1,729


































(2,705
)


(2,705
)Unrealized loss on available-for-sale security, net of deferred
    tax of $307


































(481
)


(481
)Comprehensive loss





































$
(286,933
)Exercise of stock options, including tax benefits of $1,551










323,870



203



11,497















Share-based compensation, net of tax of $41










141,503



33



6,662











(274
)


Primary DC Plan deferred compensation






















10,370











Repurchased common stock issued for conversion of preferred stock


(37,087
)


(1
)










(7,761
)










7,762



Treasury stock repurchases


































Common dividends declared ($.40 per share)


























(18,274
)






Series B, Preferred dividends ($12.93 per share), net of
    tax benefits of $346


























(6,788
)






Balance, December 31, 2008


523,911


$
5



62,379,868


$
38,851


$
663,910


$
(10,435
)

$
1,020,930


$
(713,095
)

$
(374,574
)    46




---



##### Table of Contents



Con-way
    Inc.



Notes to
    Consolidated Financial Statements  1.
    Principal
    Accounting Policies  Organization:
  Principles of Consolidation:
  Estimates:
  Recognition of Revenues:
      Cash Equivalents and Marketable
    Securities:
 47




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Trade Accounts Receivable, Net:
  Balance at

Additions

Write-offs Net of

Balance atBeginning of Period

Charged to Expense

Acquisitions

Recoveries

End of Period(Dollars in thousands)2008

$
3,701


$
10,979


$



$
(9,432
)

$
5,2482007


3,590



3,343



947



(4,179
)


3,7012006


6,769



2,902







(6,081
)


3,590       AdditionsBalance at



Charged to Other



Balance atBeginning of Period

Charged to Expense

Accounts - Revenue

Write-offs

End of Period(Dollars in thousands)2008

$
8,372


$



$
126,647


$
(121,261
)

$
13,7582007


10,848







71,984



(74,460
)


8,3722006


8,219







77,970



(75,341
)


10,848   Property, Plant and Equipment:
 48




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Tires:
  Capitalized Software, Net: item-by-item
  Long-Lived Assets:
    Book Overdrafts:
    Income Taxes:
  Self-Insurance Accruals:
   49




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Foreign Currency Translation:
    Marketing Expenses:
 50




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings (Loss) Per Share (EPS):
  Years Ended December 31,2008


2007


2006(Dollars in thousands except per share data)Numerator:Continuing operations (after preferred stock dividends), as
    reported

$
58,635


$
146,815


$
265,177Add-backs:Dividends on Series B preferred stock, net of replacement
    funding


1,147



1,134



1,141Continuing operations


59,782



147,949



266,318Discontinued operations


8,326



(863
)


(6,199
)Available to common shareholders

$
68,108


$
147,086


$
260,119Denominator:Weighted-average common shares outstanding


45,427,317



45,318,740



48,962,382Stock options and nonvested stock


265,541



367,871



475,193Series B preferred stock


2,926,434



2,641,173



2,842,76648,619,292



48,327,784



52,280,341Anti-dilutive stock options not included in denominator


1,608,405



889,565



338,600Earnings (Loss) per Diluted Share:Continuing operations

$
1.23


$
3.06


$
5.09Discontinued operations


0.17



(0.02
)


(0.11
)Available to common shareholders

$
1.40


$
3.04


$
4.98   New Accounting Standards:
   51




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Reclassifications and Revisions:
  2.
    Acquisitions  Contract
    Freighters, Inc.
    Cougar
    Logistics
    Chic
    Logistics
     52




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Pro
    Forma Financial Information
      Years Ended December 31,2007


2006(Dollars in thousands except per share amounts)Revenue

$
4,697,588


$
4,700,636Income from continuing operations


177,317



277,756Net income


157,842



271,557Net income available to common shareholders


148,410



264,403Earnings per shareBasic

$
3.27


$
5.40Diluted


3.09



5.08   Goodwill
    and Intangible Assets
  reporting-unit reporting-unit
     53




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Logistics


Truckload


Other


Total(Dollars in thousands)Balances at December 31, 2006

$



$



$
727


$
727Goodwill acquired


54,837



471,573







526,410Change in foreign currency exchange rates


309











309Balances at December 31, 2007


55,146



471,573



727



527,446Adjustment to fair value


(11,020
)


(8,814
)






(19,834
)Liabilities assumed


7,537











7,537Adjustment to deferred taxes


2,755



1,839







4,594Impairment charge


(31,822
)










(31,822
)Direct transaction costs


282











282Change in foreign currency exchange rates


(247
)










(247
)Balances at December 31, 2008

$
22,631


$
464,598


$
727


$
487,956     December 31, 2008


December 31, 2007Weighted-Average


Gross Carrying


Accumulated


Gross Carrying


AccumulatedLife (Years)


Amount


Amortization


Amount


Amortization(Dollars in thousands)Customer relationships


9.4


$
31,152


$
4,714


$
18,046


$
731Trademarks


2.0



2,550



1,652



1,710



245$
33,702


$
6,366


$
19,756


$
976    54




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (Dollars in thousands)Year ending December 31:2009

$
4,4002010


3,5002011


3,5002012


3,2002013


2,800   3.
    Restructuring
    Activities    Con-way
    Freight
  Operational
    Restructuring
      Facility andEmployee-


Lease-


Asset-Separation


Termination


ImpairmentCosts


Costs


Charges


Other


Total(Dollars in thousands)2007 restructuring charges

$
6,229


$
2,794


$
2,401


$
1,824


$
13,248Cash payments


(4,444
)










(1,232
)


(5,676
)Write-offs










(2,401
)






(2,401
)Balance at December 31, 2007


1,785



2,794







592



5,1712008 restructuring charges


890



1,542







962



3,394Cash payments


(2,675
)


(1,174
)






(1,514
)


(5,363
)Balance at December 31, 2008

$



$
3,162


$



$
40


$
3,202Total expense recognized to date

$
7,119


$
4,336


$
2,401


$
2,786


$
16,642    55




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Network
    Re-Engineering
      Facility andEmployee-


Lease-


Asset-Separation


Termination


ImpairmentCosts


Costs


Charges


Total(Dollars in thousands)2008 restructuring charges

$
5,644


$
7,748


$
1,634


$
15,026Cash payments


(5,385
)


(535
)






(5,920
)Write-offs










(1,634
)


(1,634
)Balance at December 31, 2008

$
259


$
7,213


$



$
7,472Total expense recognized to date

$
5,644


$
7,748


$
1,634


$
15,026Expected remaining expenses


1,400











1,400     Economic
    Workforce Reduction
      Employee-Separation Costs(Dollars in thousands)2008 restructuring charges

$
5,453Cash payments


(3,711
)Balance at December 31, 2008

$
1,742Total expense recognized to date

$
5,453Expected remaining expenses


900     Con-way
    Truckload
   56




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Discontinued
    Operations      Years Ended December 31,2008


2007


2006(Dollars in thousands)RevenuesCon-way Forwarding

$



$



$
21,699Loss from Discontinued OperationsCon-way ForwardingLoss before income tax benefit

$



$



$
(2,963
)Income tax benefit










1,034$



$



$
(1,929
)Gain (Loss) from Disposal, net of taxCon-way Forwarding

$
15


$
88


$
(4,162
)MWF


174



(183
)


1,246EWA


7,960



2,325



(1,188
)CFC


177



(3,093
)


(166
)$
8,326


$
(863
)

$
(4,270
)   Con-way
    Forwarding
    MWF
   57




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  EWA
          CFC
       58




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    5.
    Sale of
    Unconsolidated Joint Venture    GM
    Exercise of Call Right
    Transition
    and Related Services
    Summarized
    Financial Information for Vector
    Six MonthsEndedJune 30, 2006(Dollars in thousands)Revenues

$
43,349Operating Income


13,301Income Before Income Taxes


14,173Net Income


10,420   6.
    Fair-Value
    Measurements  SFAS 157-2 SFAS 157-2). SFAS 157-2
 59




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  SFAS 157-2. SFAS 157-3 SFAS 157-3)
    Level 1:
    Quoted market prices in active markets for identical assets or
    liabilitiesLevel 2:
    Observable market-based inputs or unobservable inputs that are
    corroborated by market dataLevel 3:
    Unobservable inputs that are not corroborated by market data    December 31, 2008Total

Level 1

Level 2

Level 3(Dollars in thousands)Cash and cash equivalents

$
278,253


$
278,253


$



$
Marketable securities


6,726



14







6,712           Marketable Securities(Dollars in thousands)Balance at December 31, 2007

$
Transfer in from Level 2


7,500Unrealized loss


(788
)Balance at December 31, 2008

$
6,712  60




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Accrued
    Liabilities    December 31,2008


2007(Dollars in thousands)Compensated absences

$
81,064


$
74,408Employee benefits


48,591



56,290Wages and salaries


26,845



32,012Taxes other than income taxes


20,624



23,771Interest


20,460



6,681Incentive compensation


14,229



33,957Other


46,537



31,134Total accrued liabilities

$
258,350


$
258,253   8.
    Debt and
    Other Financing Arrangements    December 31,2008


2007(Dollars in thousands)Mortgage note payable, 7.63%, due 2008 (interest payable monthly)

$



$
2,004Primary DC Plan Notes guaranteed, 8.54%, due 2009 (interest
    payable semi-annually)


22,700



43,400Promissory note, 6.00%, due 2009 (interest paid quarterly)


1,100



1,10087/8% Notes
    due 2010 (interest payable semi-annually)


200,000



200,000Fair market value adjustment


8,463



14,420Discount


(235
)


(394
)208,228



214,0267.25% Senior Notes due 2018 (interest payable semi-annually)


425,000



425,0006.70% Senior Debentures due 2034 (interest payable
    semi-annually)


300,000



300,000Discount


(7,004
)


(7,104
)292,996



292,896950,024



978,426Less current maturities


(23,800
)


(22,704
)Long-term debt and guarantees

$
926,224


$
955,722   Revolving Credit Facility:
 61




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Other Credit Facilities and Short-term
    Borrowings:
    Mortgage Note Payable:
  Primary DC Plan Notes:
  Promissory Note:
  87/8% Notes
    due 2010: 7 8 7 8 7 8 7 8
  7.25% Senior Notes due 2018: 60-days
 62




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Senior Debentures due 2034: 60-days
  Other:
      9.
    Leases   Operating Leases(Dollars in thousands)Year ending December 31:2009

$
69,6552010


53,5322011


37,0142012


23,6012013


13,087Thereafter (through 2018)


30,908Total minimum lease payments

$
227,797      63




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Years Ended December 31,2008


2007


2006(Dollars in thousands)Minimum rentals

$
97,458


$
82,946


$
78,108Sublease rentals


(3,864
)


(3,795
)


(3,022
)$
93,594


$
79,151


$
75,086   10.
    Income
    Taxes    Years Ended December 31,2008


2007


2006(Dollars in thousands)Current provisionFederal

$
20,040


$
51,721


$
92,834State and local


5,772



6,629



14,429Foreign


3,418



1,936



2,39029,230



60,286



109,653Deferred provision (benefit)Federal


42,757



26,168



10,346State and local


2,949



2,355



(21
)Foreign


(5,442
)


62



40,264



28,585



10,325$
69,494


$
88,871


$
119,978     Years Ended December 31,2008


2007


2006(Dollars in thousands)U.S. sources

$
184,068


$
239,706


$
387,045Non-U.S.
    sources


(49,151
)


2,940



5,264$
134,917


$
242,646


$
392,309  64




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years EndedDecember 31,2008


2007


2006Federal statutory tax rate


35.0
%


35.0
%


35.0
%State income tax rate, net of federal income tax benefit


5.3



2.9



2.9Foreign taxes in excess of U.S. statutory rate


1.7



0.4



0.1Non-deductible operating expenses and tax-exempt income


1.7



0.2



U.S. tax on foreign income, net of foreign tax credits


1.0







(0.2
)Non-deductible goodwill impairment and write-down of
    acquisition- related receivable


9.5







Utilization of capital-loss carryforward


(0.2
)






(4.5
)IRS settlement










(3.0
)Fuel tax credit


(2.1
)


(1.2
)


Other, net


(0.4
)


(0.7
)


0.3Effective income tax rate


51.5
%


36.6
%


30.6
%       December 31,2008


2007(Dollars in thousands)Deferred tax assetsEmployee benefits

$
301,023


$
93,616Self-insurance accruals


47,140



46,836Capital-loss carryforwards


29,772



29,898Operating-loss carryforwards


3,718



8,768Tax-credit carryforwards


6,717



5,216Share-based compensation


7,825



6,814Other


25,740



18,510Valuation allowance


(37,310
)


(41,599
)384,625



168,059Deferred tax liabilitiesProperty, plant and equipment


251,858



225,582Prepaid expenses


21,059



16,760Revenue


10,463



9,726Other


8,974



11,051292,354



263,119Net deferred tax asset (liability)

$
92,271


$
(95,060
)  65




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
                Uncertain
    Tax Positions
     66




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          (Dollars in thousands)Balance at January 1, 2007

$
6,362Unrecognized tax benefits on acquisitions


4,386Gross decreases  prior-period tax positions


(273
)Gross increases  current-period tax positions


500Settlements


(324
)Lapse of statute of limitations


(858
)Balance at December 31, 2007


9,793Unrecognized tax benefits on acquisitions


5,893Gross increases  prior-period tax positions


963Gross decreases  prior-period tax positions


(191
)Gross increases  current-period tax positions


2,440Settlements


(1,247
)Lapse of statute of limitations


(575
)Balance at December 31, 2008

$
17,076      67




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  11.
    Shareholders
    Equity  Series B Preferred Stock:
  Accumulated Other Comprehensive Income
    (Loss):
  December 31,2008


2007(Dollars in thousands)Accumulated foreign currency translation adjustments

$
(1,716
)

$
(12
)Unrealized loss on available-for-sale security, net of deferred
    tax benefit of $307


(481
)


Employee benefit plans, net of deferred tax benefit of $237,977
    and $8,874, respectively


(372,377
)


(13,880
)Accumulated other comprehensive income (loss)

$
(374,574
)

$
(13,892
)   Common Stock Repurchase Programs:
  12.
    Employee
    Benefit Plans     68




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Adoption
    of SFAS 158
    Defined
    Benefit Pension Plans
        Benefits
      Plan
    Assets
     69




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,

20082008

2007

Target AllocationAsset Category:Domestic equity


48
%


58
%


49
%International equity


17
%


16
%


20
%Fixed income


26
%


18
%


26
%Real estate


8
%


7
%


5
%Other


1
%


1
%


Total


100
%


100
%


100
%    70




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Funded
    Status of Defined Benefit Pension Plans
    Qualified


Non-QualifiedPension Plans


Pension Plans2008


2007


2008


2007(Dollars in thousands)Accumulated benefit obligation

$
1,129,720


$
1,000,174


$
67,398


$
67,033Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
1,068,182


$
1,198,507


$
70,066


$
78,801Adjustments due to adoption of SFAS 158 measurement-date
    provisions






(12,245
)






(823
)Service cost  benefits earned during the year


96



109







Interest cost on projected benefit obligation


70,523



67,236



4,477



4,321Actuarial loss (gain)


103,664



(155,387
)


4,079



(7,713
)Benefits paid


(32,827
)


(30,038
)


(4,785
)


(4,520
)Projected benefit obligation at end of year

$
1,209,638


$
1,068,182


$
73,837


$
70,066Change in plan assets:Fair value of plan assets at beginning of year

$
1,157,221


$
1,118,413


$



$
Adjustments due to adoption of SFAS 158 measurement-date
    provisions






9,088







Actual return on plan assets


(389,424
)


47,058







Con-way contributions


10,000



12,700







Benefits paid


(32,827
)


(30,038
)






Fair value of plan assets at end of year

$
744,970


$
1,157,221


$



$
Funded status of the plans

$
(464,668
)

$
89,039


$
(73,837
)

$
(70,066
)Amounts recognized in the balance sheet consist of:Other assets

$



$
89,039


$



$
Current liabilities










(4,945
)


(4,948
)Long-term liabilities


(464,668
)






(68,892
)


(65,118
)Net amount recognized

$
(464,668
)

$
89,039


$
(73,837
)

$
(70,066
)Plans with an accumulated benefit obligation in excess of plan
    assets:Accumulated benefit obligation

$
1,104,492


$



$
67,398


$
67,033Fair value of plan assets


718,707











Plans with a projected benefit obligation in excess of plan
    assets:Projected benefit obligation

$
1,184,410


$



$
73,837


$
70,066Fair value of plan assets


718,707











Weighted-average assumptions as of December 31:Discount rate


6.10
%


6.60
%


6.10
%


6.60
%Expected long-term rate of return on assets


8.50
%


8.50
%






Rate of compensation increase


3.90
%


4.20
%


3.90
%


4.20
%  71




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Qualified


Non-QualifiedPension Plans


Pension Plans2008


2007


2008


2007(Dollars in thousands)Actuarial loss

$
(620,215
)

$
(30,162
)

$
(25,152
)

$
(23,022
)Prior-service credit


33,649



36,823



354



392Deferred tax


228,761



(2,598
)


9,671



8,826$
(357,805
)

$
4,063


$
(15,127
)

$
(13,804
)      72




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Qualified


Non-QualifiedPension Plans


Pension Plans2008


2007


2006


2008


2007


2006(Dollars in thousands)Net periodic benefit expense (income):Service cost  benefits earned during the year

$
96


$
109


$
62,365


$



$



$
845Interest cost on benefit obligation


70,523



67,236



65,861



4,477



4,321



4,495Expected return on plan assets


(96,965
)


(95,317
)


(80,635
)










Amortization of prior-service cost (credit)


(3,174
)


(3,174
)


810



(38
)


(38
)


(15
)Amortization of actuarial loss










8,389



1,949



2,085



2,395Curtailment loss (gain)










1,689











(106
)Net periodic benefit expense (income)

$
(29,520
)

$
(31,146
)

$
58,479


$
6,388


$
6,368


$
7,614Amounts recognized in other comprehensive income or loss
    Actuarial loss (gain)

$
590,053


$
(107,128
)


N/A


$
4,079


$
(7,713
)


N/AAmortization of prior-service credit


3,174



3,174



N/A



38



38



N/AAmortization of actuarial loss










N/A



(1,949
)


(2,085
)


N/ADeferred tax


(231,359
)


40,542



N/A



(845
)


3,806



N/ALoss (gain) recognized in other comprehensive income or loss

$
361,868


$
(63,412
)


N/A


$
1,323


$
(5,954
)


N/ATotal recognized in net periodic benefit expense (income) and
    other comprehensive income or loss

$
332,348


$
(94,558
)


N/A


$
7,711


$
414



N/AWeighted-average assumptions:Discount rate


6.60
%


5.95
%


6.00
%


6.60
%


5.95
%


6.00
%Expected long-term rate of return on plan assets


8.50
%


8.50
%


8.50
%










Rate of compensation increase


3.90
%


4.20
%


4.30
%


3.90
%


4.20
%


4.30
%     Qualified

Non-QualifiedPension Plans

Pension Plans(Dollars in thousands)Year ending December 31:2009

$
36,856


$
4,6932010


39,588



4,6792011


42,882



4,6602012


46,655



4,6922013


50,478



4,7802014-2018


323,403



25,474  73




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Defined
    Contribution Retirement Plan
                Postretirement
    Medical Plan
   74




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007(Dollars in thousands)Change in benefit obligation:Projected and accumulated benefit obligation at beginning of year

$
106,318


$
128,048Service cost  benefits earned during the year


2,283



2,809Interest cost on projected benefit obligation


6,771



7,050Actuarial gain


(8,926
)


(19,052
)Participant contributions


2,180



1,863Plan change






(4,458
)Benefits paid


(9,893
)


(9,942
)Projected and accumulated benefit obligation at end of year

$
98,733


$
106,318Funded status of the plan

$
(98,733
)

$
(106,318
)Amounts recognized in the balance sheet consist of :Current liabilities

$
(7,475
)

$
(7,735
)Long-term liabilities


(91,258
)


(98,583
)Net amount recognized

$
(98,733
)

$
(106,318
)Discount rate assumption as of December 31


6.38
%


6.25
%     2008


2007(Dollars in thousands)Actuarial loss

$
(4,132
)

$
(14,231
)Prior-service credit


6,224



7,446Deferred tax


(816
)


2,646$
1,276


$
(4,139
)    75




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006(Dollars in thousands)Net periodic benefit expense:Service cost  benefits earned during the year

$
2,283


$
2,809


$
2,311Interest cost on benefit obligation


6,771



7,050



7,142Net amortization and deferral


(49
)


2,475



2,456Net periodic benefit expense

$
9,005


$
12,334


$
11,909Amounts recognized in other comprehensive income or loss:Actuarial gain

$
(8,926
)

$
(19,052
)


N/APrior-service credit






(4,458
)


N/AAmortization of actuarial loss


(1,173
)


(3,022
)


N/AAmortization of prior-service credit


1,222



547



N/ADeferred tax


3,462



10,134



N/AGain recognized in other comprehensive income or loss

$
(5,415
)

$
(15,851
)


N/ATotal recognized in net periodic benefit expense and other
    comprehensive income or loss

$
3,590


$
(3,517
)


N/ADiscount rate assumption at December 31:


6.25
%


5.60
%


5.75
%     Benefit Payments(Dollars in thousands)Year ending December 31:2009

$
7,4072010


7,7762011


8,1802012


8,4062013


8,6662014-2018


47,014     2008

2007Change in benefit obligation:Health-care cost trend rate assumed for next year


8.25
%


8.75
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)


4.50
%


5.00
%Year that the rate reaches the ultimate trend rate


2029



2017    76




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Long-Term
    Disability Plan
  36-month
      Other
    Compensation Plans
    13.
    Share-Based
    Compensation         77




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Years Ended December 31,2008


2007


2006(Dollars in thousands)Salaries, wages and other employee benefits

$
6,720


$
11,235


$
7,427Deferred income tax benefit


(2,571
)


(4,326
)


(2,861
)Net share-based compensation expense

$
4,149


$
6,909


$
4,566   Valuation
    Assumptions
    2008

2007

2006Estimated fair value

$
10.47


$
12.15


$
16.73Risk-free interest rate


2.8
%


4.5
%


4.8
%Expected term (years)


4.00



4.00



4.50Expected volatility


27
%


27
%


31
%Expected dividend yield


0.91
%


0.86
%


1.08
%     Share-Based
    Payment Award Activity
    Stock OptionsNumber of


Weighted-AverageOptions


Exercise PriceOutstanding at December 31, 2007


1,885,571


$
41.74Granted


538,988



44.17Exercised


(323,870
)


31.34Expired or cancelled


(72,096
)


44.56Outstanding at December 31, 2008


2,028,593


$
43.94Exercisable at December 31, 2008


1,115,894


$
42.24   Outstanding

ExercisableWeighted-average remaining contractual term


7.18 years



5.72 yearsAggregate intrinsic value (in thousands)

$
73


$
70  78




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Nonvested Stock


PSPUsWeighted-





Weighted-Average





AverageNumber of


Grant-Date


Number of


Grant-DateAwards


Fair Value


Awards


Fair ValueOutstanding at December 31, 2007


130,026


$
46.35



141,335


$
45.59Awarded  Employees


131,018



44.43



124,018



42.93Awarded  Directors


22,280



45.78







Vested


(55,811
)


45.63







Forfeited


(14,195
)


45.75



(133,111
)


43.12Outstanding at December 31, 2008


213,318


$
45.35



132,242


$
45.60       14.
    Commitments
    and Contingencies  Spin-Off
    of CFC
   79




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Central
    States
      NY
    Fund
        Other
   80




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  60-days 60-days
    15.
    Segment
    Reporting    
    Freight.  The Freight segment consists
    primarily 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 Worldwide Logistics 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. The Logistics segment includes the results
    of Chic Logistics and Cougar Logistics for periods subsequent to
    their acquisition in the second half of 2007.
    Truckload.  The Truckload segment includes the
    operating results of the Con-way Truckload business unit.
    Con-way Truckload provides asset-based full-truckload freight
    services throughout North America, including services to and
    from Mexico. Following the acquisition of CFI in August 2007,
    the operating results of CFI are reported with the operating
    results of Con-ways former truckload operation in the
    Truckload reporting segment.
    Vector.  Prior to its sale, the Vector
    reporting segment consisted of Con-ways proportionate
    share of the net income from Vector, a joint venture with GM. GM
    purchased Con-ways membership interest in Vector in
    December 2006.
    Other.  The Other reporting segment consists of
    the operating results of Road Systems, a trailer manufacturer,
    and certain corporate activities for which the related income or
    expense has not been allocated to other reporting segments.  Financial
    Data
    81




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Years Ended December 31,2008


2007


2006(Dollars in thousands)Revenues from External CustomersFreight

$
3,015,959


$
2,904,543


$
2,852,909Logistics


1,511,611



1,297,056



1,355,301Truckload


505,201



172,674



7,145Other


4,046



13,090



6,123$
5,036,817


$
4,387,363


$
4,221,478Inter-segment Revenue EliminationsFreight

$
55,056


$
50,214


$
62,370Logistics


368



318



226Truckload


160,516



87,063



71,064Other


42,995



27,930



91,091$
258,935


$
165,525


$
224,751Revenues before Inter-segment EliminationsFreight

$
3,071,015


$
2,954,757


$
2,915,279Logistics


1,511,979



1,297,374



1,355,527Truckload


665,717



259,737



78,209Other


47,041



41,020



97,214Inter-segment Revenue Eliminations


(258,935
)


(165,525
)


(224,751
)$
5,036,817


$
4,387,363


$
4,221,478Operating Income (Loss)Freight

$
165,169


$
235,060


$
321,204Logistics


(23,683
)


25,599



25,649Truckload


52,395



8,803



2,267Vector






(2,699
)


52,599Other


(1,259
)


(2,310
)


109$
192,622


$
264,453


$
401,828Depreciation and Amortization, net of AccretionFreight

$
116,715


$
117,190


$
113,712Logistics


13,080



8,126



6,859Truckload


61,831



27,870



8,055Other


10,823



9,107



10,574$
202,449


$
162,293


$
139,200 82




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##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Years Ended December 31,2008


2007


2006(Dollars in thousands)Capital ExpendituresFreight

$
149,382


$
113,068


$
238,702Logistics


13,298



12,071



8,663Truckload


64,765



10,437



48,951Other


6,985



3,853



2,895$
234,430


$
139,429


$
299,211AssetsFreight

$
1,318,458


$
1,371,363


$
1,328,459Logistics


341,568



354,584



281,468Truckload


921,919



935,761



71,685Other


489,762



347,600



609,430$
3,071,707


$
3,009,308


$
2,291,042   Geographic
    Data
    Years Ended December 31,2008


2007


2006(Dollars in thousands)RevenuesUnited States

$
4,707,990


$
4,205,720


$
4,072,007Canada


111,292



71,652



67,744Other


217,535



109,991



81,727Total

$
5,036,817


$
4,387,363


$
4,221,478  83




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##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  16.
    Quarterly
    Financial Data  Con-way
    Inc.
    Quarterly Financial Data
    (Unaudited)
  March 31


June 30


September 30


December 31(Dollars in thousands except per share data)2008  Quarter EndedOperating ResultsRevenues

$
1,201,581


$
1,339,685


$
1,370,169


$
1,125,382Operating Income (Loss)(a)


54,008



94,860



78,917



(35,163
)Income (Loss) from Continuing Operations before Income Tax
    Provision (Benefit)


39,799



80,991



63,748



(49,621
)Net Income (Loss) from Continuing Operations Applicable to
    Common Shareholders(b)


22,456



47,089



38,829



(49,739
)Net Income (Loss) Applicable to Common Shareholders(b)


22,456



48,698



38,829



(43,022
)Per Common ShareBasic Earnings (Loss)Net Income (Loss) from Continuing Operations

$
0.50


$
1.04


$
0.85


$
(1.09
)Net Income (Loss) Applicable to Common Shareholders


0.50



1.07



0.85



(0.94
)Diluted Earnings (Loss)Net Income (Loss) from Continuing Operations


0.47



0.98



0.81



(1.09
)Net Income (Loss) Applicable to Common Shareholders


0.47



1.02



0.81



(0.94
)Market PriceHigh


54.33



52.16



55.00



43.90Low


37.91



43.00



42.01



20.03Cash Dividends


0.10



0.10



0.10



0.102007  Quarter Ended(c)Operating ResultsRevenues

$
1,002,191


$
1,073,717


$
1,111,293


$
1,200,162Operating Income(a)


49,120



77,621



67,682



70,030Income from Continuing Operations before Income Tax Provision


45,792



75,120



61,926



59,808Net Income from Continuing Operations Available to Common
    Shareholders(b)


24,922



47,685



37,272



36,936Net Income Available to Common Shareholders(b)


27,841



46,375



37,272



34,464Per Common ShareBasic EarningsNet Income from Continuing Operations

$
0.54


$
1.05


$
0.83


$
0.82Net Income Available to Common Shareholders


0.61



1.02



0.83



0.77Diluted EarningsNet Income from Continuing Operations


0.51



0.99



0.78



0.78Net Income Available to Common Shareholders


0.57



0.96



0.78



0.73Market PriceHigh


53.20



57.48



57.81



49.40Low


44.15



49.50



42.65



38.05Cash Dividends


0.10



0.10



0.10



0.10     (a)
    
    The comparability of Con-ways consolidated operating
    income was affected by the following unusual income or expense:  
    Loss of $5.2 million in connection with an operational
    restructuring, including $2.6 million of restructuring
    charges and $2.6 million in other costs, at Con-way Freight
    in the first quarter of 2008. 84




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##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    Loss of $21.3 million for restructuring activities at
    Con-way Freight in the fourth quarter of 2008.
    Charges of $37.8 million for the impairment of goodwill and
    other intangible assets, $4.9 million for the write-down of
    an acquisition-related receivable and $3.1 million for
    acquisition-related integration and other costs at Menlo
    Worldwide Logistics in the fourth quarter of 2008.
    Losses of $5.5 million and $1.5 million related to the
    restructuring activities at Con-way Freight and Con-way
    Truckload, respectively, in the third quarter of 2007.
    Loss of $7.7 million for restructuring activities at
    Con-way Freight in the fourth quarter of 2007.  (b)
    
    The comparability of Con-ways tax provision and net income
    was affected by the following:  
    Tax provision in the fourth quarter of 2008 reflects the
    non-deductible goodwill impairment charges and write-down of an
    acquisition-related receivable at Menlo Worldwide Logistics.  (c)
    
    Effective August 23, 2007, Con-way acquired Contract
    Freighters, Inc. and affiliated companies (collectively,
    CFI). Under purchase-method accounting, CFIs
    operating results are included only for periods subsequent to
    the acquisition. 85




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a)
    Disclosure
    Controls and Procedures.  Rules 13a-15(e) 15d-15(e)
  (b)
    Internal
    Control Over Financial Reporting.  Rules 13a-15(f) 15d-15(f)
  (c)
    Managements
    Report on Internal Control Over Financial
    Reporting      Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   86




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##### Table of Contents



PART III      ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   87




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##### Table of Contents



PART IV    ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Page(a)


1.


FINANCIAL STATEMENTS:Report of Independent Registered Public
    Accounting Firm by KPMG LLP


40Consolidated Balance Sheets at December 31,
    2008 and 2007


41Statements of Consolidated Income for the years
    ended December 31, 2008, 2007 and 2006


43Statements of Consolidated Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


44Statements of Consolidated Shareholders
    Equity for the years ended December 31, 2008, 2007 and
    2006


45Notes to Consolidated Financial Statements


472.


FINANCIAL STATEMENT SCHEDULESchedule II  Valuation of Qualifying Accounts
    has been omitted for the allowance for uncollectible accounts
    and allowance for revenue adjustments because the required
    information has been included in Note 1, Principal
    Accounting Policies, of Item 8, Financial
    Statements and Supplementary Data.3.


EXHIBITSExhibits are being filed in connection with this Report and are
    incorporated herein by reference. The Exhibit Index on
    pages 92 through 96 is incorporated herein by reference  88




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##### Table of Contents



SIGNATURES
    
  /s/  Douglas
    W. Stotlar       
       
      89




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##### Table of Contents



SIGNATURES
    
      
      
      
      
      
      
     90




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##### Table of Contents



91




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##### Table of Contents



INDEX TO
    EXHIBITS
    ITEM 15(3)
  Exhibit No.
  (2)
    Plan of acquisition, reorganization, arrangement, liquidation,
    or succession:  2.1
    Con-way Inc. plan for discontinuance of Con-way Forwarding
    (Item 2.05 to Con-ways Report on
    Form 8-K
    filed on June 5, 2006*).2.2
    Con-way Inc. Plan for reorganization of Con-way Freight Inc.
    (Item 7.01 to Con-ways Report on
    Form 8-K
    filed on August 22, 2007*).2.3
    Con-way Inc. Plan for reorganization of Con-way Freight Inc.
    (Item 2.05 to Con-ways Report on
    Form 8-K
    filed on November 3, 2008*).2.4
    Con-way Inc. Plan for reorganization of Con-way Freight Inc.
    (Item 2.05 to Con-ways Report on
    Form 8-K
    filed on December 8, 2008*).  (3)
    Articles of incorporation and by-laws:  3.1
    Con-way Inc. Certificate of Incorporation, as amended
    April 18, 2006 (Exhibit 3.1 to Con-ways
    Form 10-Q
    for the quarter ended March 31, 2006*).3.2
    Con-way Inc. Bylaws, as amended April 23, 2007
    (Exhibit 3.2 to Con-ways
    Form 10-Q
    for the quarter ended March 31, 2007*).  (4)
    Instruments defining the rights of security holders, including
    debentures:  4.1
    Certificate of Designations of the Series B Cumulative
    Convertible Preferred Stock (Exhibit 4.1 as filed on
    Form SE dated May 25, 1989*).4.2
    Form of Indenture between CNF Transportation Inc. and Bank One
    Trust Company, National Association (Exhibit 4(d)(i)
    to Con-ways
    Form 8-K
    dated March 3, 2000*).4.3
    Form of Security for
    87/8% Notes
    due 2010 issued by CNF Transportation Inc. (Exhibit 4(i) to
    Con-ways
    Form 8-K
    dated March 3, 2000*).4.4
    Supplemental Indenture No. 1 dated as of April 30,
    2004 to Indenture dated as of March 8, 2000 between CNF
    Inc. as issuer and The Bank of New York, N.A. as successor
    trustee, relating to 6.70% Senior Debentures due 2034
    (filed as Exhibit 4.2 to
    Form S-4
    dated June 4, 2004*).4.5
    Form of Global 6.70% Senior Debentures due 2034 (included
    in Exhibit 4.2 to
    Form S-4
    dated June 4, 2004*).4.6
    $400 million Credit Agreement dated March 11, 2005
    among Con-way Inc. and various financial institutions
    (Exhibit 4.9 to Con-ways
    Form 10-K
    for the year ended December 31, 2004*).4.7
    Amendment No. 1 dated September 30, 2006 to the
    $400 million Credit Agreement dated March 11, 2005
    (Exhibit 99.3 to Con-ways Report on
    Form 8-K
    filed on September 29, 2006*).4.8
    Subsidiary Guaranty Agreement dated as of March 11, 2005,
    made by Con-Way Transportation Services, Inc., Menlo Worldwide,
    LLC and Menlo Logistics Inc. in favor of the banks referred to
    in 4.6 (Exhibit 4.10 to Con-ways
    Form 10-K
    for the year ended December 31, 2004*).4.9
    Form of Indenture dated as of December 27, 2007 between
    Con-way Inc. as issuer and The Bank of New York
    Trust Company, N.A., as trustee (Exhibit 4.1 to
    Con-ways Report on
    Form 8-K
    filed on December 27, 2007*).4.10
    Form of 7.25% Senior Notes due 2018 (Exhibit 4.3 to
    Con-ways Report on
    Form 8-K
    filed on December 27, 2007*). 92




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##### Table of Contents



Form 10-K, Form 10-K.
  (10)
    Material contracts:  10.1
    Distribution Agreement between Consolidated Freightways, Inc.,
    and Consolidated Freightways Corporation dated November 25,
    1996 (Exhibit 10.34 to Con-ways
    Form 10-K
    for the year ended December 31, 1996*).10.2
    Employee Benefit Matters Agreement by and between Consolidated
    Freightways, Inc. and Consolidated Freightways Corporation dated
    December 2, 1996 (Exhibit 10.33 to Con-ways
    form 10-K
    for the year ended December 31, 1996*#).10.3
    Transition Services Agreement between CNF Service Company, Inc.
    and Consolidated Freightways Corporation dated December 2,
    1996 (Exhibit to Con-ways
    Form 10-K
    for the year ended December 31, 1996*).10.4
    Tax Sharing Agreement between Consolidated Freightways, Inc.,
    and Consolidated Freightways Corporation dated December 2,
    1996 (Exhibit to Con-ways
    Form 10-K
    for the year ended December 31, 1996*).10.5
    Stock Purchase Agreement between CNF Inc. and Menlo Worldwide,
    LLC and United Parcel Service dated October 5, 2004
    (Exhibit 99.1 to Con-ways
    Form 8-K
    dated October 6, 2004*).10.6
    Amendment No. 1 dated December 17, 2004 to the Stock
    Purchase Agreement between CNF Inc. and Menlo Worldwide, LLC and
    United Parcel Service dated October 5, 2004
    (Exhibit 99.1 to Con-ways
    Form 8-K
    dated December 21, 2004*).10.7
    Transition Services Agreement between CNF Inc and Menlo
    Worldwide, LLC and United Parcel Service date October 5,
    2004 (Exhibit 99.1 to Con-ways
    Form 8-K
    dated October 6, 2004*).10.8
    Summary of Certain Compensation Arrangements (Exhibit 10.3
    to Con-ways
    Form 10-Q
    for the quarter ended March 31, 2005*#).10.9
    Summary of Certain Compensation Arrangements (Exhibit 10.9
    to Con-ways
    Form 10-K
    for the year ended December 31, 2005*#).10.10
    Summary of Material Executive Employee Agreements
    (Item 1.01 to Con-ways Report on
    Form 8-K
    filed on June 6, 2005*#)10.11
    Con-way Inc. 1997 Equity and Incentive Plan (2006 Amendment and
    Restatement) (Exhibit 99.7 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.12
    Restricted Stock Award Agreement between Con-way Inc. and
    Douglas W. Stotlar dated December 17, 2004
    (Exhibit 10.75 to Con-ways
    Form 10-K
    for the year ended December 31, 2004*#).10.13
    Stock Option Agreement between Con-way Inc. and Douglas W.
    Stotlar dated December 17, 2004 (Exhibit 10.76 to
    Con-ways
    Form 10-K
    for the year ended December 31, 2004*#).10.14
    Form of Stock Option Agreement (Exhibit 99.10 to
    Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.15
    Form of Restricted Stock Award Agreement (Exhibit 99.11 to
    Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.16
    Supplemental Retirement Plan dated January 1, 1990 (Exhibit
    10.31 to Con-ways
    Form 10-K
    for the year ended December 31, 1993*#). 93




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##### Table of Contents



10.17
    Con-way Inc. Nonqualified Executive Benefit Plans Trust
    Agreement 2004 Restatement dated as of December 30, 2004
    between Con-way Inc. and Wachovia Bank, NA (Exhibit 10.5 to
    Con-ways Form
    10-Q for the
    quarter ended March 31, 2005*#).10.18
    Form of Con-way Inc. Tier I Severance Agreement
    (Exhibit 99.1 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.19
    Form of Subsidiary Tier I Severance Agreement
    (Exhibit 99.2 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.20
    Form of Con-way Inc. Tier II Severance Agreement
    (Exhibit 99.3 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.21
    Form of Subsidiary Tier II Severance Agreement
    (Exhibit 99.4 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.22
    Form of Tier II Vector SCM, LLC Agreement
    (Exhibit 99.5 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.23
    Amended and Restated Executive Severance Plan (Exhibit 99.6
    to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10.24
    Directors
    24-Hour
    Accidental Death and Dismemberment Plan (Exhibit 10.32 to
    Con-ways
    Form 10-K
    for the year ended December 31, 1993*#).10.25
    Directors Business Travel Insurance Plan
    (Exhibit 10.36 to Con-ways
    Form 10-K
    for the year ended December 31, 1993*#).10.26
    Emery Air Freight Plan for Retirees, effective October 31,
    1987 (Exhibit 4.23 to the Emery Air Freight Corporation
    Quarterly Report on
    Form 10-Q
    ended September 30, 1987*#).10.27
    Summary of Material Executive Employee Relocation Package
    (Item 1.01 to Con-ways Report on
    Form 8-K
    filed on August 25, 2006*#).10.28
    Amended Form of Stock Option Agreement (Exhibit 99.2 to
    Con-ways Report on
    Form 8-K
    filed on September 29, 2006*#).10.29
    Summary of Revisions to Incentive Compensation and Value
    Management Plan Awards (Item 1.01 (c) to
    Con-ways Report on
    Form 8-K
    filed on September 29, 2006*#).10.30
    Summary of Executive Stock Ownership Guidelines (Item 1.01
    (d) to Con-ways Report on
    Form 8-K
    filed on September 29, 2006*#).10.31
    Summary of Changes to Con-ways Pension and Retirement
    Benefits Programs (Exhibit 99.1 to Con-ways Report on
    Form 8-K
    filed on October 17, 2006*).10.32
    Summary of Directors Stock Ownership Guidelines (Item 7.01
    to Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10.33
    Summary of Directors Compensation Arrangements (Item 7.01
    to Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10.34
    Summary of Certain Compensation Arrangements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on January 31, 2007*#).10.35
    Form of Performance Share Plan Unit Grant Agreement (Exhibit
    99.3 to Con-ways Report on
    Form 8-K
    filed on January 31, 2007*#).10.36
    Agreement and Plan of Merger dated as of July 13, 2007, by
    and among the Company, Seattle Acquisition Corporation, a
    Missouri corporation and a wholly owned subsidiary of the
    Company, Transportation Resources, Inc., a Missouri corporation,
    the Shareholders Agent (as defined 94




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##### Table of Contents



therein) and the Principal Shareholders (as defined therein).
    (Exhibit 10.1 to Con-ways Form
    10-Q for the
    quarter ended June 30, 2007*).  10.37
    Separation Agreement and General Release between Con-way Freight
    Inc. and David S. McClimon effective September 28, 2007
    (Exhibit 99 to Con-ways Report on
    Form 8-K
    filed on October 1, 2007*#).10.38
    Severance Agreement dated August 23, 2007 between Herbert
    J. Schmidt and Contract Freighters, Inc. (Exhibit 10.7 to
    Con-ways Form
    10-Q for the
    quarter ended September 30, 2007*#).10.39
    Stock Purchase Agreement to purchase Chic Holdings Limited
    between Menlo Worldwide, LLC and various sellers dated
    September 7, 2007 (Exhibit 10.8 to Con-ways
    Form 10-Q
    for the quarter ended September 30, 2007*).10.40
    Form of Performance Share Plan Unit Grant Agreement (Exhibit
    99.1 to Con-ways Report on
    Form 8-K/A
    filed on February 1, 2008*#).10.41
    Form of Restricted Stock Award Agreement for officers of Con-way
    (Exhibit 99.2 to Con-ways Report on
    Form 8-K
    filed on January 30, 2008*#).10.42
    Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on January 30, 2008*#).10.43
    Summary of Material Executive Relocation Package (Item 5.02
    to Con-ways Report on
    Form 8-K
    filed on May 29, 2008 *#).10.44
    Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on August 14, 2008*#).10.45
    Amendments to Executive Severance Agreements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on September 25, 2008*#).10.46
    Settlement and Release Agreement between Con-way Inc. and
    Central States (Item 1.01 to Con-ways Report on
    Form 8-K
    filed on December 31, 2008*).10.47
    Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on January 29, 2009*#).10.48
    Form of Restricted Stock Unit Grant Agreement (Exhibit 99
    to Con-ways Report on
    Form 8-K
    filed on January 29, 2009*#).10.49
    Con-way Inc. Amended and Restated 2003 Equity Incentive Plan for
    Non-Employee Directors Amended and Restated December 2008.#10.50
    Con-way Inc. Deferred Compensation Plan for Non-Employee
    Directors Amended and Restated December 2008,#10.51
    Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee
    Directors Amended and Restated December 2008.#10.52
    Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated
    December 2008.#10.53
    Con-way Inc. 1993 Deferred Compensation Plan for Executives and
    Key Employees Amended and Restated December 2008.#10.54
    Con-way Inc. 2005 Deferred Compensation Plan for Executives and
    Key Employees Amended and Restated December 2008.#10.55
    Con-way Inc. Executive Incentive Compensation Plan Amended and
    Restated December 2008.#10.56
    Con-way Inc. Value Management Plan (2008 Amendment and
    Restatement).# 95




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##### Table of Contents



10.57
    Con-way Inc 2005 Supplemental Excess Retirement Plan Amended and
    Restated December 2008).#10.58
    Con-way Inc. Supplemental Retirement Savings Plan Amended and
    Restated December 2008.#  (12)
    Computation of ratios of earnings to fixed charges.(21)
    Significant Subsidiaries of Con-way Inc.(23)
    Consent of Independent Registered Public Accounting Firm.(31)
    Certification of Officers 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.(99)
    Additional documents:  99.1
    Con-way Inc. 2009 Notice of Annual Meeting and Proxy Statement
    filed on Form DEF 14A. (Only those portions referenced
    herein are incorporated in this
    Form 10-K.
    Other portions are not required and, therefore, are not
    filed as a part of this
    Form 10-K.
    *)  Footnotes
    to Exhibit Index
    *
    
    Previously filed with the Securities and Exchange Commission and
    incorporated herein by reference.#
    
    Designates a contract or compensation plan for Management or
    Directors. 96