##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2006oro

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

(I.R.S. Employerincorporation or
    organization)

Identification No.)2855 Campus Drive,
    Suite 300,
    San Mateo, CA

94403(Zip Code)(Address of principal executive
    offices)   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
    6.70% Senior Debentures due 2034 (Title of class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
   þ o o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
    Part III
  Form 10-K).




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##### 



Con-way
    Inc.FORM 10-K
    Year Ended December 31, 2006
    INDEX
     
  Item



PagePART I1.


Business


31A.


Risk
    Factors


81B.


Unresolved Staff
    Comments


102.


Properties


103.


Legal
    Proceedings


114.


Submission of
    Matters to a Vote of Security Holders


11Executive Officers
    of the Registrant


11PART II5.


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


136.


Selected Financial
    Data


157.


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


167A.


Quantitative and
    Qualitative Disclosures About Market Risk


358.


Financial
    Statements and Supplementary Data


389.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


799A.


Controls and
    Procedures


799B.


Other
    Information


81PART III10.


Directors,
    Executive Officers and Corporate Governance


8111.


Executive
    Compensation


8112.


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


8113.


Certain
    Relationships and Related Transactions, and Director
    Independence


8114.


Principal
    Accountant Fees and Services


81PART IV15.


Exhibits and
    Financial Statement Schedules


82EXHIBIT 10.25EXHIBIT 10.26EXHIBIT 10.31EXHIBIT 12EXHIBIT 18EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



Con-way
    Inc.
  FORM 10-K
 Year
    Ended December 31, 2006
 PART I  ITEM 1.
    BUSINESS  Overview
  less-than-truckload
    Information
    Available on Website
  Form 10-K, Form 10-Q, Form 8-K,
      Regulatory
    Certifications
    Reporting
    Segments
   3




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##### Table of Contents



Con-way
    Freight and Transportation
  next-day, second-day,
  Con-way
    Freight
  less-than-truckload
  pickup-and-delivery
  less-than-container-load port-to-door
  Con-way
    Transportation
      Competition
    Menlo
    Worldwide
   4




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Menlo
    Worldwide  Logistics
    state-of-the-art
  and/or
    Integration
    of Former Con-way Transportation Businesses
     5




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Competition
    Menlo
    Worldwide  Vector
    GM
    Exercise of Call Right
    Con-way
    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
    Customer
    Concentration
    Cyclicality
   8




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##### Table of Contents



Employees
      Employee
    Benefit Costs
    Government
    Regulation
    Capital
    Intensity
   9




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Price
    and Availability of Fuel
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  and/or
  Con-way
    Freight and Transportation
  and/or meet-and-turn
      Menlo
    Worldwide Logistics
      Con-way
    Other
   10




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS      ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   EXECUTIVE
    OFFICERS OF THE REGISTRANT         11




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12




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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        TotalNumber of


MaximumShares


Dollar Value ofPurchased as


Shares thatPart of


May yet beTotal Number





Publicly


Purchasedof Shares


Average Price


Announced


Under thePurchased(1)


Paid per Share


Program(1)


Program(1)October 1, 2006 
    October 31, 2006


300,000


$
46.28



300,000


$
120,741,324November 1, 2006 
    November 30, 2006


529,000



47.51



529,000



95,606,682December 1, 2006 
    December 31, 2006


120,000



43.93



120,000



90,335,383Total


949,000


$
46.67



949,000


$
90,335,383     (1)
    
    In April 2006, the Board of Directors authorized the repurchase
    of up to $400 million in Con-ways common stock
    through open-market transactions and privately negotiated
    transactions from time to time in such amounts as management
    deems appropriate through June 30, 2007. 13




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##### Table of Contents



COMPARISON
    OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN*
    Con-way Inc., S&P Midcap 400 Index, Dow Jones Transportation
    Average
  
  Cumulative Total Return12/31/01

12/31/02

12/31/03

12/31/04

12/31/05

12/31/06Con-way Inc.

$
100.0


$
100.3


$
103.6


$
154.6


$
173.8


$
138.0S&P Midcap 400

$
100.0


$
85.5


$
115.9


$
134.9


$
151.8


$
167.3DJ Transportation Average

$
100.0


$
88.5


$
116.7


$
148.9


$
166.2


$
182.4    *
    
    Assumes $100 invested on December 31, 2001 in Con-way Inc.
    (then known as CNF Inc.), S&P Midcap 400 Index, and the Dow
    Jones Transportation Average and that dividends were reinvested. 14




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Con-way
    Inc.
    Five-Year Financial Summary
  2006


2005


2004


2003


2002(Dollars in thousands except per share data)Operating ResultsRevenues

$
4,221,478


$
4,115,575


$
3,658,564


$
3,186,797


$
2,970,571Operating Income(a)


401,828



370,946



284,332



231,927



189,351Income from Continuing Operations
    Before Income Taxes


392,309



352,356



248,775



205,982



162,284Net Income from Continuing
    Operations (after preferred-stock dividends)(b)


265,177



222,647



143,432



117,572



112,159Net Income (Loss) Applicable to
    Common Shareholders(b)


258,978



214,034



(126,094
)


83,785



93,561Per Common ShareBasic Earnings (Loss)Net Income from Continuing
    Operations

$
5.42


$
4.27


$
2.84


$
2.37


$
2.28Net Income (Loss) Applicable to
    Common Shareholders


5.29



4.10



(2.50
)


1.69



1.90Diluted Earnings (Loss)Net Income from Continuing
    Operations


5.09



3.98



2.59



2.16



2.07Net Income (Loss) Applicable to
    Common Shareholders


4.98



3.83



(2.18
)


1.57



1.74Cash Dividends


0.40



0.40



0.40



0.40



0.40Common Shareholders Equity


14.65



16.09



13.46



15.02



13.43Market PriceHigh


61.87



59.79



50.96



35.77



38.28Low


42.09



41.38



30.50



24.44



27.36Weighted-Average Common
    Shares OutstandingBasic


48,962,382



52,192,539



50,455,006



49,537,945



49,139,134Diluted


52,280,341



56,213,049



56,452,629



56,725,667



56,655,570Financial PositionTotal assets

$
2,301,889


$
2,459,618


$
2,477,524


$
2,757,987


$
2,786,874Long-term obligations


557,723



581,469



601,344



554,981



571,299Other Data at
    Year-EndNumber of shareholders


7,041



7,204



7,435



8,006



8,131Approximate number of regular
    full-time employees


21,800



21,700



20,600



19,900



19,500  15




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##### Table of Contents



(a)
    
    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.
    Effective in the fourth quarter of 2006, Con-way Freight adopted
    a change in its accounting policy for tires from a
    capitalize-and-amortize
    method to an expense-as-incurred method. The change was
    retrospectively applied to prior-period financial statements.    
    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 MWs
    membership interest in Vector (excluding the gain, Con-way after
    June 30, 2006 recognized only $2.0 million of
    operating income associated with Vector business cases that were
    in-process at June 30, 2006)
    Gain of $8.7 million in 2002 from the sale of a property    
    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 MWs membership interest
    in Vector
    Tax benefits of $7.8 million in 2005 related to the
    settlement with the IRS of previous tax filings
    Tax benefits of $14.0 million in 2002, primarily related to
    the settlement with the IRS of aircraft maintenance issues  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Introduction
    
    Overview of Business
    Results of Operations and Related Information
    Liquidity and Capital Resources
    Estimates and Critical Accounting Policies
    Forward-Looking Statements  Overview
    of Business
  less-than-truckload
 16




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operating-unit
  Organizational
    and Accounting Events Affecting Financial Reporting
  Organization
      Change in
    Accounting Policy for Tires
    New
    Accounting Standards
   17




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Results
    of Operations
    2006


2005


2004(Dollars in thousands, except per share amounts)Net Income (Loss)Continuing Operations(1)

$
265,177


$
222,647


$
143,432Discontinued Operations


(6,199
)


(8,613
)


(269,526
)Applicable to Common Shareholders

$
258,978


$
214,034


$
(126,094
)Diluted Earnings (Loss) per ShareContinuing Operations

$
5.09


$
3.98


$
2.59Discontinued Operations


(0.11
)


(0.15
)


(4.77
)Applicable to Common Shareholders

$
4.98


$
3.83


$
(2.18
)     (1)
    
    After preferred stock dividends       18




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Continuing
    Operations
  2006


2005


2004(Dollars in thousands)RevenuesCon-way Freight and Transportation

$
2,866,177


$
2,775,901


$
2,483,733Menlo Worldwide Logistics


1,355,301



1,339,674



1,174,831$
4,221,478


$
4,115,575


$
3,658,564Operating Income (Loss) Con-way
    Freight and Transportation

$
324,686


$
331,972


$
247,820Menlo WorldwideLogistics


25,649



26,672



22,718Vector


55,050



20,257



18,25380,699



46,929



40,971Con-way Other


(1,106
)


(3,759
)


(4,459
)404,279



375,142



284,332Reconciliation of segments to
    consolidated amount:Income tax related to Vector, an
    equity-method investment


(2,451
)


(4,196
)


$
401,828


$
370,946


$
284,332     Overview 
    2006 Compared to 2005
    weight-per-day
   19




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Overview 
    2005 Compared to 2004
       20




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Reporting
    Segment Review
  Con-way
    Freight and Transportation
    2006


2005


2004(Dollars in thousands)Summary of Operating ResultsRevenues

$
2,866,177


$
2,775,901


$
2,483,733Operating Income


324,686



331,972



247,820Operating Margin


11.3
%


12.0
%


10.0
%   2006 vs. 2005


2005 vs. 2004Selected Con-way Freight Operating
    StatisticsRevenue per day


3.9
%


12.4
%Weight per day


(0.5
)


7.9Revenue per hundredweight
    (yield)


4.4



4.2Weight per shipment


0.7



3.6   2006
    Compared to 2005
     21




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2005
    Compared to 2004
     22




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##### Table of Contents



Menlo
    Worldwide
        2006


2005


2004(Dollars in thousands)Summary of Operating ResultsLogisticsRevenues

$
1,355,301


$
1,339,674


$
1,174,831Purchased Transportation


(963,044
)


(972,266
)


(829,882
)Net Revenues


392,257



367,408



344,949Operating Income

$
25,649


$
26,672


$
22,718Operating Margin on Revenues


1.9
%


2.0
%


1.9
%Operating Margin on Net Revenues


6.5
%


7.3
%


6.6
%VectorOperating Income

$
14,009


$
20,257


$
18,253Sale-Related Gain


41,041







$
55,050


$
20,257


$
18,253Menlo WorldwideOperating Income

$
80,699


$
46,929


$
40,971   Menlo
    Worldwide  Logistics
  2006
    Compared to 2005
   23




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2005
    Compared to 2004
      Integration
    of Former Con-way Transportation Businesses
      Menlo
    Worldwide  Vector
  Operating
    Results
   24




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##### Table of Contents



GM
    Exercise of Call Right
    agreed-upon
    Con-way
    Other
    2006


2005


2004(Dollars in thousands)Con-way re-insurance activities

$
(705
)

$
1,203


$
(1,237
)Con-way corporate properties


(1,382
)


(1,695
)


(2,726
)Insurance settlement






(2,200
)


Radio frequency sales


1,260







Other


(279
)


(1,067
)


(496
)$
(1,106
)

$
(3,759
)

$
(4,459
)   Discontinued
    Operations
   25




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##### Table of Contents



Liquidity
    and Capital Resources
    2006


2005


2004(Dollars in thousands)Operating ActivitiesNet income (loss)

$
266,132


$
221,762


$
(117,855
)Discontinued operations


6,199



8,613



269,526Non-cash adjustments(1)


109,693



138,211



136,651Net income before non-cash items


382,024



368,586



288,322Changes in assets and liabilities


51,676



(147,248
)


95,720Net Cash Provided by Operating
    Activities


433,700



221,338



384,042Net Cash Provided by (Used in)
    Investing Activities


(274,160
)


177,980



(225,020
)Net Cash Provided by (Used in)
    Financing Activities


(378,489
)


(216,429
)


175,479Net Cash Provided by (Used in)
    Continuing Operations


(218,949
)


182,889



334,501Net Cash Used in Discontinued
    Operations


(35,287
)


(15,195
)


(25,459
)Increase (Decrease) in Cash and
    Cash Equivalents

$
(254,236
)

$
167,694


$
309,042     (1)
    
    Non-cash adjustments refer to depreciation,
    amortization, deferred income taxes, provision for uncollectible
    accounts, equity in earnings and gain on sale of joint venture,
    and other non-cash income and expenses.  Continuing
    Operations
  Operating
    Activities
     26




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Investing
    Activities
        Financing
    Activities
       27




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##### Table of Contents



Contractual
    Cash Obligations
    Payments Due by Period2012 &Total


2007


2008-2009


2010-2011


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

$
1,187,393


$
61,144


$
124,924


$
249,075


$
752,250Operating leases


150,505



50,430



65,333



25,290



9,452Employee benefit plan payments


153,391



12,900



27,606



30,305



82,580Total

$
1,491,289


$
124,474


$
217,863


$
304,670


$
844,282              28




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Other
        Discontinued
    Operations
          Estimates
    and Critical Accounting Policies
  capitalize-and-amortize
  Employee
    Retirement Benefit Plans
   29




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##### Table of Contents



Defined
    Benefit Pension Plans
    2007


2006


2005


2004(Dollars in thousands)Weighted-average assumptions:Discount rate


5.85
%


6.00
%


6.25
%


6.25
%Expected long-term rate of return
    on plan assets


8.50
%


8.50
%


8.50
%


9.00
%   Discount Rate. Aa-or-better
  Return on Plan Assets. 20-year
  and/or
   30




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31




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##### Table of Contents



Amendments
    to Employee Retirement Benefit Plans
          Self-Insurance
    Accruals
      Income
    Taxes
   32




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##### Table of Contents



Disposition
    and Restructuring Estimates
    Revenue
    Recognition
    Estimated Revenue Adjustments.
  Uncollectible Accounts Receivable.
  In-transit Revenue.
    Gross- or Net-basis Revenue
    Recognition.
  Uncollectible Accounts Receivable.
   33




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Property,
    Plant and Equipment and Other Long-Lived Assets
    and/or
    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 claims that may be
    brought against Con-way by CFCs multi-employer pension
    plans or any statements regarding future economic conditions or
    performance;
    any statements regarding the outcome of legal and other claims
    and proceedings against Con-way, any statements of estimates or
    belief and any statements or assumptions underlying the
    foregoing.    
    changes in general business and economic conditions, including
    the global economy; 34




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
    the creditworthiness of Con-ways customers and their
    ability to pay for services rendered;
    increasing competition and pricing pressure;
    availability of fuel and changes in fuel prices or fuel
    surcharges;
    the effects of the cessation of EWAs air carrier
    operations;
    the possibility that Con-way may, from time to time, be required
    to record impairment charges for long-lived assets;
    the possibility of defaults under Con-ways
    $400 million credit agreement and other debt instruments,
    and the possibility that Con-way may be required to repay
    certain indebtedness in the event that the ratings assigned to
    its long-term senior debt by credit rating agencies are reduced;
    labor matters, including the grievances by furloughed EWA pilots
    and crew members, labor organizing activities, work stoppages or
    strikes;
    enforcement of and changes in governmental regulations,
    including the effects of new regulations issued by the
    Department of Homeland Security;
    environmental and tax matters;
    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, that Con-way may not
    prevail in those proceedings and that Con-way may not have the
    financial resources necessary to satisfy amounts payable to
    those plans;
    matters relating to the sale of MWF, including Con-ways
    obligation to indemnify UPS for certain losses in connection
    with the sale; and
    matters relating to Con-ways defined benefit and
    contribution pension plans.    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       35




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Interest
    Rates
    December 312006


2005(Dollars in thousands)Carrying value

$
576,358


$
596,502Estimated fair value


600,000



630,000Change in estimated fair value
    given a hypothetical 10% change in interest rates


30,000



30,000     Fuel
    Foreign
    Currency
   36




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm           Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plan
    KPMG
    LLP
    37




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Con-way
    Inc.
  Consolidated
    Balance Sheets
  December 31,2006


2005(Dollars in thousands)ASSETSCurrent AssetsCash and cash equivalents

$
260,039


$
514,275Marketable securities


184,525



202,350Trade accounts receivable, net


439,727



541,507Other accounts receivable


107,520



42,529Operating supplies, at lower of
    average cost or market


19,223



19,621Prepaid expenses


34,445



28,756Deferred income taxes


43,107



49,434Assets of discontinued operations


1,898



21,000Total Current Assets


1,090,484



1,419,472Property, Plant, and EquipmentLand


159,506



150,413Buildings and leasehold
    improvements


688,644



649,786Revenue equipment


970,290



789,072Other equipment


239,244



217,2692,057,684



1,806,540Accumulated depreciation and
    amortization


(939,709
)


(851,921
)Net Property,Plant,and Equipment


1,117,975



954,619Other AssetsDeferred charges and other assets


26,621



42,578Capitalized software, net


34,831



42,949Deferred income taxes


31,978



93,430



85,527Total Assets

$
2,301,889


$
2,459,618    38




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##### Table of Contents



Con-way
    Inc.
  Consolidated Balance Sheets
  December 31,2006


2005(Dollars in thousands except per share data)LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
240,870


$
274,742Accrued liabilities


202,923



209,824Self-insurance accruals


92,372



91,342Current maturities of long-term
    debt


18,635



15,033Liabilities of discontinued
    operations


5,002



40,555Total Current Liabilities


559,802



631,496Long-Term LiabilitiesLong-term debt and guarantees


557,723



581,469Self-insurance accruals


114,431



102,416Employee benefits


314,559



212,824Other liabilities and deferred
    credits


14,595



19,142Deferred income taxes






14,135Total Liabilities


1,561,110



1,561,482Commitments and Contingencies
    (Notes 2, 5, 6 and 11)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 603,816 and
    641,359 shares, respectively


6



6Additional paid-in capital,
    preferred stock


91,834



97,544Deferred compensation, defined
    contribution plan


(31,491
)


(40,628
)Total Preferred Shareholders
    Equity


60,349



56,922Common stock, $.625 par
    value; authorized 100,000,000 shares; issued 61,616,649 and
    61,204,263 shares, respectively


38,434



38,253Additional paid-in capital, common
    stock


549,267



528,743Retained earnings


847,068



607,783Deferred compensation, restricted
    stock






(3,078
)Cost of repurchased common stock
    (15,168,447 and 8,928,008 shares, respectively)


(638,929
)


(293,380
)Total Common Shareholders
    Equity


795,840



878,321Accumulated Other Comprehensive
    Loss


(115,410
)


(37,107
)Total Shareholders Equity


740,779



898,136Total Liabilities and
    Shareholders Equity

$
2,301,889


$
2,459,618    39




---



##### Table of Contents



Con-way
    Inc.
  Statements of Consolidated Operations
  Years Ended December 31,2006


2005


2004(Dollars in thousands except per share data)Revenues

$
4,221,478


$
4,115,575


$
3,658,564Costs and ExpensesOperating expenses


3,381,044



3,302,414



2,965,294Selling, general and
    administrative expenses


356,372



328,288



305,915Depreciation


129,506



113,927



103,023Gain from the sale of equity
    investment in Vector


(41,041
)






Gain from the sale of Con-way
    Expedite


(6,231
)






3,819,650



3,744,629



3,374,232Operating Income


401,828



370,946



284,332Other Income (Expense)Investment income


24,781



22,730



7,485Interest expense


(34,206
)


(37,501
)


(39,695
)Miscellaneous, net


(94
)


(3,819
)


(3,347
)(9,519
)


(18,590
)


(35,557
)Income from Continuing Operations
    Before Income Tax Provision


392,309



352,356



248,775Income Tax Provision


119,978



121,981



97,104Income from Continuing Operations


272,331



230,375



151,671Discontinued Operations, net of
    tax Income (Loss) from Discontinued Operations


(1,929
)


(2,394
)


9,223Loss from Disposal


(4,270
)


(6,219
)


(278,749
)(6,199
)


(8,613
)


(269,526
)Net Income (Loss)


266,132



221,762



(117,855
)Preferred Stock Dividends


7,154



7,728



8,239Net Income (Loss) Applicable to
    Common Shareholders

$
258,978


$
214,034


$
(126,094
)Net Income From Continuing
    Operations (after preferred dividends)

$
265,177


$
222,647


$
143,432Weighted-Average Common
    Shares OutstandingBasic


48,962,382



52,192,539



50,455,006Diluted


52,280,341



56,213,049



56,452,629Earnings (Loss) Per Common ShareBasicNet Income from Continuing
    Operations

$
5.42


$
4.27


$
2.84Income (Loss) from Discontinued
    Operations, net of tax


(0.04
)


(0.05
)


0.18Loss from Disposal, net of tax


(0.09
)


(0.12
)


(5.52
)Net Income (Loss) Applicable to
    Common Shareholders

$
5.29


$
4.10


$
(2.50
)DilutedNet Income from Continuing
    Operations

$
5.09


$
3.98


$
2.59Income (Loss) from Discontinued
    Operations, net of tax


(0.03
)


(0.04
)


0.16Loss from Disposal, net of tax


(0.08
)


(0.11
)


(4.93
)Net Income (Loss) Applicable to
    Common Shareholders

$
4.98


$
3.83


$
(2.18
)    40




---



##### Table of Contents



Con-way
    Inc.
  Statements of Consolidated Cash Flows
  Years Ended December 31,2006


2005


2004(Dollars in thousands)Cash and Cash Equivalents,
    Beginning of Year

$
514,275


$
346,581


$
37,539Operating ActivitiesNet income (loss)


266,132



221,762



(117,855
)Adjustments to reconcile net income
    (loss) to net cash provided by operating activities:Discontinued operations, net of tax


6,199



8,613



269,526Depreciation and amortization, net
    of accretion


139,200



124,267



115,481Increase in deferred income taxes


11,130



15,444



20,947Amortization of deferred
    compensation


9,137



8,489



13,244Share-based compensation


7,427



2,031



Provision for uncollectible accounts


2,902



4,688



4,856Earnings from equity-method
    investment


(11,558
)


(16,061
)


(18,253
)Loss (Gain) on sales of property
    and equipment, net


(1,273
)


(647
)


376Gain on sale of business and
    equity-method investment


(47,272
)






Changes in assets and liabilities:Receivables


86,397



(124,245
)


(33,101
)Prepaid expenses


(5,689
)


(3,430
)


904Accounts payable


(33,589
)


27,204



41,914Accrued incentive compensation


(4,448
)


(19,965
)


29,156Accrued liabilities, excluding
    accrued incentive compensation


(3,564
)


3,098



556Self-insurance accruals


13,045



3,849



(2,940
)Income taxes


14,815



20,166



22,009Employee benefits


(23,143
)


(78,597
)


(24,658
)Deferred charges and credits


12,232



27,517



67,090Other


(4,380
)


(2,845
)


(5,210
)Net Cash Provided by Operating
    Activities


433,700



221,338



384,042Investing ActivitiesCapital expenditures


(299,211
)


(211,465
)


(152,793
)Software expenditures


(8,892
)


(8,387
)


(10,374
)Proceeds from sales of property and
    equipment, net


8,118



5,516



14,007Proceeds from sale of businesses,
    including discontinued operations


8,000



108,366



150,000Net decrease (increase) in
    marketable securities


17,825



283,950



(225,860
)Net Cash Provided by (Used in)
    Investing Activities


(274,160
)


177,980



(225,020
)Financing ActivitiesNet proceeds from issuance of
    long-term debt










292,587Repayment of long-term debt and
    guarantees


(15,033
)


(112,730
)


(142,925
)Proceeds from exercise of stock
    options


12,235



76,054



56,081Excess tax benefit from stock
    option exercises


2,674







Payments of common dividends


(19,693
)


(21,036
)


(20,323
)Payments of preferred dividends


(8,457
)


(9,664
)


(9,941
)Repurchases of common stock


(350,215
)


(149,053
)


Net Cash Provided by (Used in)
    Financing Activities


(378,489
)


(216,429
)


175,479Net Cash Provided by (Used in)
    Continuing Operations


(218,949
)


182,889



334,501Discontinued OperationsNet Cash Used in Operating
    Activities


(35,109
)


(15,084
)


(19,954
)Net Cash Used in Investing
    Activities


(178
)


(111
)


(5,343
)Net Cash Used in Financing
    Activities










(162
)Net Cash Used in Discontinued
    Operations


(35,287
)


(15,195
)


(25,459
)Increase (Decrease) in Cash and
    Cash Equivalents


(254,236
)


167,694



309,042Cash and Cash Equivalents, End of
    Year

$
260,039


$
514,275


$
346,581Supplemental DisclosureCash paid for income taxes, net

$
89,191


$
80,893


$
59,797Cash paid for interest of
    continuing operations, net of amounts capitalized

$
41,374


$
47,684


$
42,535    41




---



##### Table of Contents



Con-way
    Inc. Statements of Consolidated Shareholders Equity
  AccumulatedPreferred Stock Series 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,
    2003


763,674



8



56,436,981



35,273



472,847



(63,875
)


561,202



(159,273
)


(36,923
)Net loss


























(117,855
)









$
(117,855
)Other comprehensive income (loss):Unrealized gain on marketable
    securities, net of deferred tax of $1,307


































(2,044
)


(2,044
)Foreign currency translation
    adjustment


































18,283



18,283Minimum pension liability
    adjustment, net of deferred tax of $3,163


































4,948



4,948Comprehensive loss





































$
(96,668
)Exercise of stock options,
    including tax benefits of $12,647










2,080,380



1,300



67,429















Share-based compensation










26,893



17



4,262



444







(198
)


Primary DC Plan deferred
    compensation






















8,570











Repurchased common stock issued for
    conversion of preferred stock


(20,679
)


(1
)










(2,402
)










2,402



Common dividends declared
    ($.40 per share)


























(20,323
)






Series B, Preferred dividends
    ($12.93 per share), net of tax benefits of $1,558


























(8,239
)






Balance, December 31,
    2004


742,995



7



58,544,254



36,590



542,136



(54,861
)


414,785



(157,069
)


(15,736
)Net income


























221,762










$
221,762Other comprehensive income (loss):Foreign currency translation
    adjustment


































124



124Minimum pension liability
    adjustment, net of deferred tax of $13,742


































(21,495
)


(21,495
)Comprehensive income





































$
200,391Exercise of stock options,
    including tax benefits of $22,490










2,688,272



1,680



96,864















Share-based compensation










(28,263
)


(17
)


62



2,666







(33
)


Primary DC Plan deferred
    compensation






















8,489











Repurchased common stock issued for
    conversion of preferred stock


(101,636
)


(1
)










(12,775
)










12,775



Treasury stock repurchases






























(149,053
)Common dividends declared
    ($.40 per share)


























(21,036
)






Series B, Preferred dividends
    ($12.93 per share), net of tax benefits of $1,386


























(7,728
)






 42




---



##### Table of Contents



AccumulatedPreferred Stock Series 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, 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
)    43




---



##### Table of Contents



Con-way
    Inc.
  Notes
    to Consolidated Financial Statements
  1.
    Principal
    Accounting Policies  Organization: next-day, second-day, less-than-truckload
    Principles of Consolidation:
  Recognition of Revenues:
    Cash Equivalents and Marketable
    Securities:
  available-for-sale
  Trade Accounts Receivable, Net:
 44




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Property, Plant and Equipment:
      Tires:
 45




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2005


2004Effect








EffectPrior to


of


As


Prior to


of


AsChange


Change


Adjusted


Change


Change


Adjusted(Dollars in millions except per share data)Statements of Operations:Operating expenses

$
3,301.3


$
1.1


$
3,302.4


$
2,963.1


$
2.2


$
2,965.3Depreciation


112.9



1.0



113.9



102.0



1.0



103.0Income Tax Provision


122.8



(0.8
)


122.0



98.3



(1.2
)


97.1Net Income from Continuing
    Operations


223.9



(1.3
)


222.6



145.4



(2.0
)


143.4Net Income (Loss) Applicable to
    Common Shareholders


215.3



(1.3
)


214.0



(124.1
)


(2.0
)


(126.1
)Statements of Consolidated Cash
    Flows:Net income (loss)

$
223.1


$
(1.3
)

$
221.8


$
(115.9
)

$
(2.0
)

$
(117.9
)Depreciation and amortization, net
    of accretion


123.3



1.0



124.3



114.5



1.0



115.5Increase in deferred income taxes


16.2



(0.8
)


15.4



22.1



(1.2
)


20.9Prepaid expenses


(5.9
)


2.5



(3.4
)


(2.9
)


3.8



0.9Capital expenditures


(210.1
)


(1.4
)


(211.5
)


(151.2
)


(1.6
)


(152.8
)Earnings (Loss) Per Common Share:Basic

$
4.12


$
(0.02
)

$
4.10


$
(2.46
)

$
(0.04
)

$
(2.50
)Diluted

$
3.85


$
(0.02
)

$
3.83


$
(2.15
)

$
(0.03
)

$
(2.18
)   December 31, 2005Prior to


Effect of


AsChange


Change


Adjusted(Dollars in millions)Consolidated Balance SheetPrepaid expenses

$
31.3


$
(2.5
)

$
28.8Revenue equipment


787.7



1.4



789.1Accumulated depreciation and
    amortization


(850.9
)


(1.0
)


(851.9
)Deferred income taxes 
    long term


14.9



(0.8
)


14.1Retained earnings


609.1



(1.3
)


607.8     Capitalized Software: item-by-item
 46




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Long-Lived Assets:
  Income Taxes:
    Self-Insurance Accruals:
        Foreign Currency Translation:
  Advertising expenses:
 47




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Earnings (Loss) Per Share (EPS):
  Years Ended December 31,2006


2005


2004(Dollars in thousands except per share data)Numerator:Continuing operations (after
    preferred stock dividends), as reported

$
265,177


$
222,647


$
143,432Add-backs:Dividends on Series B
    preferred stock, net of replacement funding


1,141



1,156



1,337Interest expense on convertible
    subordinated debentures, net of trust dividend income










1,590Continuing operations


266,318



223,803



146,359Discontinued operations


(6,199
)


(8,613
)


(269,526
)Applicable to common shareholders

$
260,119


$
215,190


$
(123,167
)Denominator:Weighted-average common shares
    outstanding


48,962,382



52,192,539



50,455,006Stock options and nonvested stock


475,193



1,000,988



1,197,519Series B preferred stock


2,842,766



3,019,522



3,498,021Convertible subordinated debentures










1,302,08352,280,341



56,213,049



56,452,629Anti-dilutive stock options not
    included in denominator


338,600



8,000



40,000Earnings (Loss) per Diluted Share:Continuing operations

$
5.09


$
3.98


$
2.59Discontinued operations


(0.11
)


(0.15
)


(4.77
)Applicable to common shareholders

$
4.98


$
3.83


$
(2.18
)     New Accounting Standards:
 48




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Estimates:
  Reclassifications and Revisions:
  2.
    Discontinued
    Operations   49




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Years Ended December 31 ,2006


2005


2004(Dollars in thousands)RevenuesMenlo Worldwide Forwarding

$



$



$
2,189,791Con-way Forwarding


21,699



54,015



53,815$
21,699


$
54,015


$
2,243,606Income (Loss) from Discontinued
    OperationsMenlo Worldwide ForwardingIncome before income tax benefit










1,501Income tax benefit










10,914$



$



$
12,415Con-way ForwardingLoss before income tax benefit


(2,963
)


(3,312
)


(5,175
)Income tax benefit


1,034



918



1,983$
(1,929
)

$
(2,394
)

$
(3,192
)Income (Loss) from Discontinued
    Operations, net of tax

$
(1,929
)

$
(2,394
)

$
9,223Income (Loss) from Disposal, net
    of taxMenlo Worldwide Forwarding

$
1,246


$
1,247


$
(276,309
)Con-way Forwarding


(4,162
)






EWA


(1,188
)


(9,026
)


CFC


(166
)


1,560



(2,440
)$
(4,270
)

$
(6,219
)

$
(278,749
)     December 31,2006


2005(Dollars in thousands)AssetsCurrent assets

$
197


$
7,481Deferred income taxes


1,701



13,519Total Assets


1,898



21,000LiabilitiesAccounts payable and accrued
    liabilities


5,002



40,555Total Liabilities


5,002



40,555Net Liabilities

$
3,104


$
19,555  50




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Con-way
    Forwarding
    MWF
  Impairment
    Charge
    Stock
    Purchase Agreement
  and/or
  Disposition
    of MWF
    agreed-upon
   51




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    EWA
      3.
    Investment
    in Unconsolidated Joint Venture    GM
    Exercise of Call Right
    agreed-upon
 52




---



##### Table of Contents



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


June 30,


December 31,2005


2006


2006(Dollars in thousands)Other ReceivablesReceivable from GM for sale of
    Vector

$



$



$
51,900Receivable from GM for Vector
    business-case income










2,699







54,599Deferred Charges and Other AssetsMW capital account


10,000



10,000



MW undistributed earnings


23,579



31,901



MW membership interest in Vector


33,579



41,901



Con-way payable to Vector


(22,012
)


(32,918
)


Con-way net investment in Vector


11,567



8,983



Accrued LiabilitiesTransition-related payable to GM










(515
)Sale-related costs










(976
)







(1,491
)   Investment
    in Vector
      Earnings
    from Vector
     53




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Transition
    and Related Services
  agreed-upon
    Summarized
    Financial Information for Vector
    Six MonthsEndedJune 30,


Years Ended December 31,2006


2005


2004(Dollars in thousands)Revenues

$
43,349


$
88,440


$
90,751Operating Income


13,301



22,521



22,234Income Before Income Taxes


14,173



23,832



22,857Net Income


10,420



18,895



21,471    54




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   4.
    Accrued
    Liabilities    December 31,2006


2005(Dollars in thousands)Holiday and vacation pay

$
60,912


$
56,495Incentive compensation


29,175



33,623Employee benefits


28,246



28,397Wages and salaries


26,588



31,158Taxes other than income taxes


18,221



23,531Estimated revenue adjustments


10,848



8,219Accrued interest


6,253



6,253Other accrued liabilities


22,680



22,148Total accrued liabilities

$
202,923


$
209,824   5.
    Debt and
    Other Financing Arrangements    December 31,2006


2005(Dollars in thousands)Mortgage note payable, 7.63%, due
    2008 (interest payable monthly)

$
2,039


$
2,072Primary DC Plan Notes guaranteed,
    6.00% to 8.54%, due 2009 (interest payable semi-annually)


62,000



77,00087/8% Notes
    due 2010 (interest payable semi-annually), net of discount and
    including fair market value adjustment


219,515



224,7126.70% Senior Debentures due
    2034 (interest payable semi-annually), net of discount


292,804



292,718576,358



596,502Less current maturities


(18,635
)


(15,033
)Total long-term debt and guarantees

$
557,723


$
581,469   Revolving Credit Facility:
   55




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Other Uncommitted Credit Facilities:
  Mortgage Note Payable:
  Defined Contribution Plan Notes:
    87/8% Notes Due
    2010: 7 8 7 8 7 8 7 8
  Senior Debentures due 2034:
  Other:
 56




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     6.
    Leases    Operating Leases(Dollars in thousands)Year ending December 31:2007

$
50,4302008


39,2222009


26,1112010


15,8722011


9,418Thereafter (through 2016)


9,452Total minimum lease payments

$
150,505   sub-leases.
    Years Ended December 31,2006


2005


2004(Dollars in thousands)Minimum rentals

$
78,108


$
85,925


$
88,352Sublease rentals


(3,022
)


(3,241
)


(3,888
)$
75,086


$
82,684


$
84,464  57




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Income
    Taxes    Years Ended December 31,2006


2005


2004(Dollars in thousands)Current provisionFederal

$
92,834


$
96,128


$
59,136State and local


14,429



9,374



13,878Foreign


2,390



2,379



1,957109,653



107,881



74,971Deferred provision (benefit)Federal


10,346



8,148



22,921State and local


(21
)


4,068



221Foreign






1,884



(1,009
)10,325



14,100



22,133$
119,978


$
121,981


$
97,104       Years Ended December 31,2006


2005


2004Federal statutory tax rate


35.0
%


35.0
%


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


2.9



2.9



4.1Foreign taxes in excess of
    U.S. statutory rate


0.1



0.2



0.1Non-deductible operating expenses






(0.1
)


0.8Foreign tax credits, net


(0.2
)


(0.8
)


(0.2
)Utilization of capital-loss
    carryforward


(4.5
)






IRS settlement


(3.0
)


(2.2
)


Other, net


0.3



(0.4
)


(0.8
)Effective income tax rate


30.6
%


34.6
%


39.0
%  58




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2006


2005(Dollars in thousands)Deferred tax assetsEmployee benefits

$
172,010


$
112,016Self-insurance accruals


43,699



48,857Capital-loss carryforwards


11,763



29,966Operating-loss carryforwards


7,938



6,263Tax-credit carryforwards


3,854



3,181Share-based compensation


2,854



Other


4,835



6,802Valuation allowance


(21,164
)


(36,274
)225,789



170,811Deferred tax liabilitiesProperty, plant and equipment


136,802



121,095Revenue


9,431



7,722Other


4,471



6,695150,704



135,512Net deferred tax asset

$
75,085


$
35,299          59




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      8.
    Shareholders
    Equity  Series B Preferred Stock:
  Accumulated Other Comprehensive Income
    (Loss):
  December 31,2006


2005(Dollars in thousands)Accumulated foreign currency
    translation adjustments

$
(711
)

$
(932
)Minimum pension liability
    adjustment, net of deferred tax benefit of $12,243 and $23,128,
    respectively (Note 9)


(19,150
)


(36,175
)Adjustment to initially apply
    SFAS 158:Defined benefit pension plans, net
    of deferred tax benefit of $48,308


(75,559
)


Postretirement plan, net of
    deferred tax benefit of $12,780


(19,990
)


Accumulated other comprehensive
    loss

$
(115,410
)

$
(37,107
)   Common Stock Repurchase Program:
   60




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   9.
    Employee
    Benefit Plans      Adoption
    of SFAS 158
     61




---



##### Table of Contents



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


Effect of


Reported atApplication of


Adopting


December 31,SFAS 158


SFAS 158


2006(Dollars in thousands)Deferred charges and other assets

$
27,971


$
(1,350
)

$
26,621Deferred income taxes


(29,110
)


61,088



31,978Total assets


2,242,151



59,738



2,301,889Employee benefits


159,272



155,287



314,559Total liabilities


1,405,823



155,287



1,561,110Accumulated other comprehensive
    loss


19,861



95,549



115,410Total shareholders equity


836,328



(95,549
)


740,779   end-of-fiscal-year
  Qualified
    Defined Benefit Pension Plans
    Benefits
      Plan
    Assets
     62




---



##### Table of Contents



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


Target2006


2005


AllocationAsset Category:Domestic equity


56
%


56
%


60
%International equity


17
%


16
%


15
%Fixed income


19
%


21
%


18
%Real estate


7
%


6
%


7
%Other


1
%


1
%


Total


100
%


100
%


100
%     Non-Qualified
    Pension Plans
   63




---



##### Table of Contents



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


Non-Qualified Pension Plans2006


2005


2006


2005(Dollars in thousands)Accumulated benefit obligation

$
1,064,163


$
941,491


$
72,626


$
69,107Change in projected benefit
    obligation:Projected benefit obligation at
    beginning of year

$
1,097,278


$
913,356


$
74,552


$
64,619Service cost  benefits
    earned during the year


62,365



50,667



845



830Interest cost on projected benefit
    obligation


65,861



57,297



4,495



4,161Plan amendments


(41,611
)






(433
)


Actuarial loss


44,785



103,096



4,129



9,299Benefits paid


(30,171
)


(27,138
)


(4,787
)


(4,357
)Projected benefit obligation at
    end of year

$
1,198,507


$
1,097,278


$
78,801


$
74,552Change in plan assets:Fair value of plan assets at
    beginning of year

$
924,812


$
741,954


$



$
Actual return on plan assets


148,772



83,496







Con-way contributions


75,000



126,500







Benefits paid


(30,171
)


(27,138
)






Fair value of plan assets at end
    of year

$
1,118,413


$
924,812


$



$
Funded status of the plans

$
(80,094
)

$
(172,466
)

$
(78,801
)

$
(74,552
)Contributions subsequent to
    measurement date










409



452Unrecognized actuarial loss


N/A



193,824



N/A



32,136Unrecognized prior-service costs
    (credits)


N/A



3,849



N/A



(121
)Prepaid (accrued) benefit cost
    recognized

$
(80,094
)

$
25,207


$
(78,392
)

$
(42,085
)Plans with an accumulated benefit
    obligation in excess of plan assets:Accumulated benefit obligation

$
26,728


$
913,281


$
72,626


$
69,107Fair value of plan assets


25,765



886,927







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

$
1,170,805


$
1,069,067


$
78,801


$
74,552Fair value of plan assets


1,075,903



886,927







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


5.85
%


6.00
%


5.85
%


6.00
%Expected long-term rate of return
    on assets


8.50
%


8.50
%






Rate of compensation increase


4.30
%


4.30
%


4.30
%


4.30
%  64




---



##### Table of Contents



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


Non-QualifiedPension Plans


Pension Plans(Dollars in thousands)Actuarial loss

$
(162,084
)

$
(33,871
)Prior-service credit


40,263



432Deferred tax benefit


47,510



13,041$
(74,311
)

$
(20,398
)Amounts in 2007 that will be
    amortized from accumulated other comprehensive loss into net
    periodic pension expense:Actuarial loss

$
3,806


$
2,286Prior-service credit


(3,174
)


(38
)     Qualified Pension Plans


Non-Qualified Pension Plans2006


2005


2004


2006


2005


2004(Dollars in thousands)Service cost  benefits
    earned during the year

$
62,365


$
50,667


$
56,510


$
845


$
830


$
1,110Interest cost on benefit obligation


65,861



57,297



52,790



4,495



4,161



3,879Expected return on plan assets


(80,635
)


(65,190
)


(57,355
)










Amortization of prior-service cost
    (credit)


810



1,382



2,108



(15
)


(15
)


(22
)Amortization of actuarial loss


8,389



2,977



6,415



2,395



1,972



2,229Curtailment loss (gain)


1,689







1,498



(106
)






(63
)Net benefit expense

$
58,479


$
47,133


$
61,966


$
7,614


$
6,948


$
7,133Weighted-average assumptions:Discount rate


6.00
%


6.25
%


6.25
%


6.00
%


6.25
%


6.25
%Expected long-term rate of return
    on plan assets


8.50
%


8.50
%


9.00
%










Rate of compensation increase


4.30
%


4.00
%


4.00
%


4.30
%


4.00
%


4.00
%      65




---



##### Table of Contents



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


Non-QualifiedPension Plans


Pension Plans(Dollars in thousands)Year ending December 31:2007

$
29,213


$
4,9482008


31,519



4,9812009


34,324



4,9882010


37,406



5,0432011


41,081



5,0672012-2016


274,560



26,822   Defined
    Contribution Plans
             66




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Pension
    Plan Amendments
    Primary
    DB Plan and Supplemental DB Plan
  
    Participation in the plan is limited to those employees
    participating as of December 31, 2006. No new employees are
    eligible to participate in the plan.
    Employees who are participants in the plan as of
    December 31, 2006 retain all accrued benefits and credited
    service time earned, with credited service capped at
    December 31, 2006. Future benefit plan payments will
    reflect participants eligible compensation increases
    through 2016, after which the benefit will be capped.
    Benefits paid under the plan will continue to be determined
    based on years of credited service and final average pay. Final
    average eligible compensation will be calculated from the five
    highest years of earnings in any of the past ten years preceding
    retirement or, for employees retiring after December 31,
    2016, in any of the past ten years preceding December 31,
    2016.
    Vesting rules remain unchanged.  Primary
    DC Plan and Supplemental DC Plan
  
    Con-ways discretionary matching contributions to an
    employees 401(k) account double to 50% of the first
    6 percent of the employees eligible compensation from
    50% of the first 3 percent of the employees eligible
    compensation.
    In addition to the matching contribution, Con-way makes a new
    Basic Contribution to the 401(k) accounts of all eligible
    employees that will equal 3 to 5 percent of the
    employees eligible compensation, depending on years of
    service, with the size of the contribution increasing (up to the
    maximum 5% contribution) as years of service increase. The
    contribution is made quarterly in every succeeding year of
    employment and vests immediately.
    In addition to the matching contribution and the Basic
    Contribution, Con-way makes a new Transition Contribution to the
    401(k) accounts of qualifying employees that equals 1 to
    3 percent of the employees eligible compensation,
    depending on the employees combined age and years of
    service as of December 31, 2006. The contribution is made
    quarterly in every succeeding year of employment and vests
    immediately.  Postretirement
    Medical Plan
   67




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2006


2005(Dollars in thousands)Change in benefit obligation:Projected and accumulated benefit
    obligation at beginning of year

$
127,126


$
113,869Service cost  benefits
    earned during the year


2,311



1,515Interest cost on projected benefit
    obligation


7,142



6,351Actuarial loss


2,585



24,135Participant contributions


1,959



1,905Curtailment  sale of MWF






(10,690
)Plan change


(3,381
)


Benefits paid


(9,694
)


(9,959
)Projected and accumulated benefit
    obligation at end of year

$
128,048


$
127,126Funded status of the plan

$
(128,048
)

$
(127,126
)Unrecognized actuarial loss


N/A



36,219Unrecognized prior-service costs


N/A



(197
)Accrued benefit cost recognized

$
(128,048
)

$
(91,104
)Discount rate assumption as of
    December 31


5.60
%


5.75
%     2006(Dollars inthousands)Actuarial loss

$
(36,305
)Prior-service credit


3,535Deferred tax benefit


12,780$
(19,990
)Amounts in 2007 that will be
    amortized from accumulated other comprehensive loss into net
    periodic benefit expense:Actuarial loss

$
2,091Prior-service credit


(42
)     2006


2005


2004(Dollars in thousands)Service cost  benefits
    earned during the year

$
2,311


$
1,515


$
1,308Interest cost on benefit obligation


7,142



6,351



5,231Net amortization and deferral


2,456



2,184



285Curtailment loss






1,007



Net benefit expense

$
11,909


$
11,057


$
6,824Discount rate assumption at
    December 31:


5.75
%


6.00
%


6.25
%  68




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Benefit Payments(Dollars in thousands)Year ending December 31:2007

$
7,9522008


8,5142009


9,1232010


9,8002011


10,3952012-2016


55,758     2006


2005Change in benefit obligation:Health-care cost trend rate
    assumed for next year


9.50
%


10.25
%Rate to which the cost trend rate
    is assumed to decline (the ultimate trend rate)


5.50
%


5.50
%Year that the rate reaches the
    ultimate trend rate


2013



2013     Other
    Compensation Plans
    10.
    Share-Based
    Compensation   69




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Pro Forma
    Information for Periods Prior to Adoption of
    SFAS 123R
        Year Ended


Year EndedDecember 31,


December 31,2005


2004(Dollars in thousands, except per share data)Net income (loss) applicable to
    common shareholders, as reported

$
214,034


$
(126,094
)Share-based compensation expense
    included in reported income (loss), net of tax


1,239



2,852Compensation expense, net of tax,
    that would have been included in net income (loss) if the
    fair-value method had been applied


(5,931
)


(11,476
)Pro forma net income (loss) as if
    the fair-value method had been applied

$
209,342


$
(134,718
)Earnings (loss) per share:Basic:As reported

$
4.10


$
(2.50
)Pro forma

$
4.01


$
(2.67
)Diluted:As reported

$
3.83


$
(2.18
)Pro forma

$
3.74


$
(2.33
)  70




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Effect of
    the Adoption of SFAS 123R
      Year Ended December 31, 2006Stock


NonvestedOptions


Stock(Dollars in thousands)Compensation expense recognizedSelling, general and
    administrative expenses

$
5,797


$
1,630Deferred income tax benefit


(2,225
)


(636
)Decrease in net income

$
3,572


$
994     Valuation
    Assumptions
    2006


2005


2004Estimated fair value

$
16.73


$
18.17


$
16.07Risk-free interest rate


4.8
%


3.8
%


3.5
%Expected life (years)


4.50



5.53



5.76Expected volatility


31
%


42
%


45
%Expected dividend yield


1.08
%


1.18
%


1.18
%    71




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Share-Based
    Payment Award Activity
    Stock OptionsWtd-Avg.Number of


ExerciseOptions


PriceOutstanding at December 31,
    2005


1,729,550


$
34.29Granted


344,400



54.56Exercised


(392,200
)


31.19Expired or cancelled


(38,460
)


44.02Outstanding at December 31,
    2006


1,643,290


$
39.05Exercisable at December 31,
    2006


899,260


$
32.91   Outstanding


ExercisableWeighted-average remaining
    contractual term


6.49 years



5.07 yearsAggregate intrinsic value (in
    thousands)

$
12,381


$
12,202   in-the-money
    Nonvested StockWtd-Avg.Number of


Grant-DateAwards


PriceOutstanding at December 31,
    2005


158,048


$
40.62Awarded


20,186



51.51Vested


(55,825
)


36.89Outstanding at December 31,
    2006


122,409


$
44.12     11.
    Commitments
    and Contingencies  Spin-Off
    of CFC
   72




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Other
  60-days 60-days
      12.
    Segment
    Reporting   73




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Re-branding
    Initiative
    U.S. less-than-truckload next-day second-day
      Integration
    of Former Con-way Transportation Business
    Sale
    and Closure of Businesses Reported in Discontinued
    Operations
    Sales
    of Businesses Reported in Continuing Operations
   74




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Financial
    Data
    Years Ended December 31,2006


2005


2004(Dollars in thousands)Revenues from External CustomersCon-way Freight and Transportation

$
2,866,177


$
2,775,901


$
2,483,733Menlo Worldwide Logistics


1,355,301



1,339,674



1,174,831$
4,221,478


$
4,115,575


$
3,658,564Inter-segment RevenuesCon-way Freight and Transportation

$
62,850


$
81,938


$
51,741Menlo Worldwide Logistics


226







278$
63,076


$
81,938


$
52,019Revenues before Inter-segment
    EliminationsCon-way Freight and Transportation

$
2,929,027


$
2,857,839


$
2,535,474Menlo Worldwide Logistics


1,355,527



1,339,674



1,175,109Inter-segment Revenue Eliminations


(63,076
)


(81,938
)


(52,019
)$
4,221,478


$
4,115,575


$
3,658,564Operating Income (Loss)Con-way Freight and Transportation

$
324,686


$
331,972


$
247,820Menlo WorldwideLogistics


25,649



26,672



22,718Vector


55,050



20,257



18,25380,699



46,929



40,971Con-way Other


(1,106
)


(3,759
)


(4,459
)$
404,279


$
375,142


$
284,332Reconciliation of segments to
    consolidated amount:Income tax related to Vector, an
    equity-method investment


(2,451
)


(4,196
)


$
401,828


$
370,946


$
284,332 75




---



##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Years Ended December 31,2006


2005


2004(Dollars in thousands)Depreciation and Amortization, net
    of AccretionCon-way Freight and Transportation

$
121,637


$
108,069


$
96,961Menlo WorldwideLogistics


6,859



8,623



7,843Other






4



4,1176,859



8,627



11,960Con-way Other


10,704



7,571



6,560$
139,200


$
124,267


$
115,481Capital ExpendituresCon-way Freight and Transportation

$
284,032


$
198,511


$
145,451Menlo WorldwideLogistics


8,663



9,798



5,135Other










9488,663



9,798



6,083Con-way Other


6,516



3,156



1,259$
299,211


$
211,465


$
152,793Identifiable AssetsCon-way Freight and Transportation

$
1,406,183


$
1,276,539


$
1,145,919Menlo WorldwideLogistics


226,760



302,969



218,915Other


55,316



12,300



21,872282,076



315,269



240,787Con-way Other


611,143



846,810



1,059,752Assets of discontinued operations


2,487



21,000



31,066$
2,301,889


$
2,459,618


$
2,477,524   Geographic
    Data
    Years Ended December 31,2006


2005


2004(Dollars in thousands)RevenuesUnited States

$
4,072,007


$
3,967,132


$
3,550,870Canada


67,744



63,395



51,993Other


81,727



85,048



55,701Total

$
4,221,478


$
4,115,575


$
3,658,564   13.
    Related
    Party Transactions   76




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##### Table of Contents



Con-way
    Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    14.
    Quarterly
    Financial Data  Con-way
    Inc.
  Quarterly Financial Data
  March 31


June 30


September 30


December 31(Dollars in thousands except per share data)(Unaudited)2006  Quarter
    EndedOperating ResultsRevenues

$
1,045,992


$
1,100,052


$
1,076,807


$
998,627Operating Income(a)


77,908



111,833



102,315



109,772Income from Continuing Operations
    before Income Taxes


77,184



110,370



98,442



106,313Net Income from Continuing
    Operations (after preferred stock dividends)(b)


46,230



74,144



63,030



81,773Net Income Available to Common
    Shareholders(b)


44,671



68,924



63,030



82,353Per Common ShareBasic EarningsNet Income from Continuing
    Operations

$
0.89


$
1.49


$
1.32


$
1.75Net Income Available to Common
    Shareholders


0.86



1.39



1.32



1.76Diluted EarningsNet Income from Continuing
    Operations


0.84



1.40



1.24



1.65Net Income Available to Common
    Shareholders


0.81



1.30



1.24



1.66Market PriceHigh


58.12



61.87



59.07



49.42Low


48.22



49.23



43.18



42.09Cash Dividends


0.10



0.10



0.10



0.102005  Quarter
    EndedOperating ResultsRevenues(a)

$
935,595


$
1,021,565


$
1,084,457


$
1,073,958Operating Income


73,850



104,112



103,756



89,228Income from Continuing Operations
    before Income Taxes


66,919



98,466



100,266



86,705Net Income from Continuing
    Operations (after preferred stock dividends)(b)


39,474



66,808



63,206



53,159Net Income Available to Common
    Shareholders(b)


29,086



69,071



65,992



49,885 77




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##### Table of Contents



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


June 30


September 30


December 31(Dollars in thousands except per share data)(Unaudited)Per Common ShareBasic EarningsNet Income from Continuing
    Operations

$
0.75


$
1.28


$
1.21


$
1.02Net Income Available to Common
    Shareholders


0.56



1.32



1.27



0.96Diluted EarningsNet Income from Continuing
    Operations


0.70



1.20



1.13



0.96Net Income Available to Common
    Shareholders


0.52



1.24



1.18



0.90Market PriceHigh


50.51



47.53



53.43



59.79Low


43.39



41.38



44.49



49.85Cash Dividends


0.10



0.10



0.10



0.10     (a)
    
    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.
    Effective in the fourth quarter of 2006, Con-way Freight adopted
    a change in its accounting policy for tires from a
    capitalize-and-amortize
    method to an expense-as-incurred method. The change was
    retrospectively applied to prior-period financial statements.    
    Gain of $6.2 million in the fourth quarter of 2006 from the
    sale of assets related to Con-way Expedite
    Gain of $41.0 million in the fourth quarter of 2006 from
    the sale of MWs membership interest in Vector (excluding
    the gain, Con-way after June 30, 2006 recognized only
    $2.0 million of operating income associated with Vector
    business cases that were in-process at June 30, 2006)    
    Tax benefits of $7.2 million in the second quarter of 2006
    related to the settlement with the IRS of previous tax filings
    Tax benefits of $2.9 million in the third quarter of 2006
    from the utilization of capital-loss carryforwards that offset
    tax on the sale of Con-way Expedite
    Tax benefits of $14.8 million in the fourth quarter of 2006
    from the utilization of capital-loss carryforwards that offset
    tax on the sale of MWs membership interest
    Tax benefits of $7.0 million in the second quarter of 2005
    related to the settlement with the IRS of previous tax filings 78




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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
  Rules 13a-15(f).
   79




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
                 KPMG
    LLP
    80




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   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   81




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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


37Consolidated
    Balance Sheets at December 31, 2006 and 2005


38Statements of
    Consolidated Operations for the years ended December 31,
    2006, 2005 and 2004


40Statements of
    Consolidated Cash Flows for the years ended December 31,
    2006, 2005 and 2004


41Statements of
    Consolidated Shareholders Equity for the years ended
    December 31, 2006, 2005 and 2004


42Notes to
    Consolidated Financial Statements


442.


FINANCIAL STATEMENT SCHEDULEReport of
    Independent Registered Public Accounting Firm on Financial
    Statement Schedule


83Schedule II 
    Valuation and Qualifying Accounts


843.


EXHIBITSExhibits are being filed in
    connection with this Report and are incorporated herein by
    reference. The Exhibit Index on pages 87 through 90 is
    incorporated herein by reference.  82




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm     Form 10-K Form 10-K
    Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plan
  KPMG
    LLP
    83




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##### Table of Contents



Schedule II  Con-way Inc.
 Valuation and Qualifying Accounts
 Three Years Ended December 31, 2006
      Additions(1)


(2)Balance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other


Deductions


End ofPeriod


Expenses


Accounts


(a)


Period(Dollars in thousands)2006

$
6,769


$
2,902


$
81


$
(6,162
)

$
3,5902005


6,501



4,688



803



(5,223
)


6,7692004


10,849



4,856



203



(9,407
)


6,501     (a)
    
    Accounts written off net of recoveries. 84




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##### Table of Contents



SIGNATURES
    
  /s/  Douglas
    W. Stotlar       /s/  Kevin
    C. Schick       /s/  Kevin
    S. Coel      85




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##### Table of Contents



SIGNATURE
    Signature

Title

Date/s/  W.
    Keith
    Kennedy, Jr.W.
    Keith Kennedy, Jr.

Chairman of the Board

February 27, 2007/s/  Douglas
    W. StotlarDouglas
    W. Stotlar

Director

February 27, 2007/s/  John
    J. AntonJohn
    J. Anton

Director

February 27, 2007William
    R. Corbin

Director

February 27, 2007/s/  Margaret
    G. GillMargaret
    G. Gill

Director

February 27, 2007Robert
    Jaunich II

Director

February 27, 2007Henry
    H. Mauz, Jr.

Director

February 27, 2007Michael
    J. Murray

Director

February 27, 2007/s/  John
    C. PopeJohn
    C. Pope

Director

February 27, 2007/s/  Robert
    D. RogersRobert
    D. Rogers

Director

February 27, 2007/s/  William
    J. SchroederWilliam
    J. Schroeder

Director

February 27, 2007Peter
    W. Stott

Director

February 27, 2007/s/  Robert
    P. WaymanRobert
    P. Wayman

Director

February 27, 2007Chelsea
    C. White III

Director

February 27, 2007  86




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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*).(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 18, 2006 (Exhibit 3.2 to Con-ways
    Form 10-Q
    for the quarter ended March 31, 2006*).(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*).Instruments defining the rights of
    security holders of long-term debt of Con-way Inc., and its
    subsidiaries for which financial statements are required to be
    filed with this
    Form 10-K,
    of which the total amount of securities authorized under each
    such instrument is less than 10% of the total assets of Con-way
    Inc. and its subsidiaries on a consolidated basis, have not been
    filed as exhibits to this
    Form 10-K.
    Con-way agrees to furnish a copy of each applicable instrument
    to the Securities and Exchange Commission upon request.(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*). 87




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##### Table of Contents



Exhibit No.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

Con-way Inc. Value Management Plan
    (2006 Amendment and Restatement) (Exhibit 99.8 to
    Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10
.13

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
.14

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
.15

Form of Stock Option Agreement
    (Exhibit 99.10 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10
.16

Form of Restricted Stock Award
    Agreement (Exhibit 99.11 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10
.17

Supplemental Retirement Plan dated
    January 1, 1990 (Exhibit 10.31 to Con-ways
    Form 10-K
    for the year ended December 31, 1993*#).10
.18

Supplemental Excess Retirement
    Plan dated January 1, 2005 (Exhibit 99.4 to
    Con-ways
    Form 8-K
    dated December 8, 2004*#).10
.19

Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 10.20 to
    Con-ways
    Form 10-K
    for the year ended December 31, 1997*#).10
.20

Amendment No. 1 dated
    June 28, 1999, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 10.30 to
    Con-ways
    Form 10-K
    for the year ended December 31, 2002*#).10
.21

Amendment No. 2 dated
    August 21, 2000, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 10.31 to
    Con-ways
    Form 10-K
    for the year ended December 31, 2002*#).10
.22

Amendment No. 3 dated
    January 29, 2001, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 10.32 to
    Con-ways
    Form 10-K
    for the year ended December 31, 2002*#).10
.23

Amendment No. 4 dated
    May 14, 2001, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 10.33 to
    Con-ways
    Form 10-K
    for the year ended December 31, 2002*#).10
.24

Amendment No. 5 dated
    December 4, 2001, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 10.34 to
    Con-ways
    Form 10-K
    for the year ended December 31, 2002*#).10
.25

Amendment No. 6 dated
    June 3, 2004, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement.#10
.26

Amendment No. 7 dated
    December 13, 2004, to the Con-way Inc. Deferred
    Compensation Plan for Executives 1998 Restatement.# 88




---



##### Table of Contents



Exhibit No.10
.27

2007 Amendment dated
    January 29, 2007, to the Con-way Inc. Deferred Compensation
    Plan for Executives 1998 Restatement (Exhibit 99.4 to
    Con-ways Report on
    Form 8-K
    filed on January 31, 2007*#).10
.28

Con-way Inc 2005 Deferred
    Compensation Plan for Executives (Exhibit 99.9 to
    Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10
.29

Amendment No. 1 dated
    September 25, 2005, to the Con-way Inc. 2005 Deferred
    Compensation Plan for Executives (Item 1.01 to
    Con-ways Report on
    Form 8-K
    filed on September 29, 2005*#).10
.30

Amendment No. 2 and
    No. 3 dated December 5, 2005, to the Con-way Inc. 2005
    Deferred Compensation Plan for Executives (Exhibit 99.9 to
    Conways Report on
    Form 8-K
    filed on December 6, 2005*#).10
.31

Amendment No. 4 dated
    June 25, 2006, to the Con-way Inc. 2005 Deferred
    Compensation Plan for Executives.#10
.32

Amendment No. 5 dated
    December 4, 2006, to the Con-way Inc. 2005 Deferred
    Compensation Plan for Executives (Exhibit 99.3 to
    Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10
.33

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
.34

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
.35

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
.36

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
.37

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
.38

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
.39

Amended and Restated Executive
    Severance Plan (Exhibit 99.6 to Con-ways Report on
    Form 8-K
    filed on December 6, 2005*#).10
.40

CNF Inc. 2003 Equity Incentive
    Plan for Non-Employee Directors (Exhibit 10.2 to
    Con-ways
    Form 10-Q
    for the quarter ended March 31, 2005*#).10
.41

Form of Restricted Stock Award
    Agreement for directors of Con-way (Exhibit 99.1 to
    Con-ways
    Form 8-K
    dated April 28, 2005*#).10
.42

Con-way Inc. Deferred Compensation
    Plan for Non-Employee Directors 1998 Restatement
    (Exhibit 10.34 to Con-ways
    Form 10-K
    for the year ended December 31, 1997*#).10
.43

2007 Amendment dated
    January 29, 2007, to the Con-way Inc. Deferred Compensation
    Plan for Non-Employee Directors 1998 Restatement
    (Exhibit 99.5 to Con-ways Report on
    Form 8-K
    filed on January 31, 2007*#).10
.44

Con-way Inc. 2005 Deferred
    Compensation Plan for Non-Employee Directors effective
    January 1, 2005 (Exhibit 99.2 to Con-ways
    Form 8-K
    dated December 8, 2004*#).10
.45

Amendment No. 1 to the
    Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee
    Directors dated December 4, 2006 (Exhibit 99.4 to
    Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10
.46

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
.47

Directors Business Travel
    Insurance Plan (Exhibit 10.36 to Con-ways
    Form 10-K
    for the year ended December 31, 1993*#).10
.48

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*#). 89




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##### Table of Contents



Exhibit No.10
.49

Con-way Inc. 2006 Equity and
    Incentive Plan (Exhibit B to Con-ways Proxy Statement
    filed on March 17, 2006*#).10
.50

Amendment No. 1 to the
    Con-way Inc. 2006 Equity and Incentive Plan dated
    September 26, 2006 (Exhibit 99.1 to Con-ways
    Report on
    Form 8-K
    filed on September 29, 2006*#).10
.51

Amendment No. 2 to the
    Con-way Inc. 2006 Equity and Incentive Plan dated
    December 4, 2006 (Exhibit 99.2 to Con-ways
    Report on
    Form 8-K
    filed on December 7, 2006*#).10
.52

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
.53

Amended Form of Stock Option
    Agreement (Exhibit 99.2 to Con-ways Report on
    Form 8-K
    filed on September 29, 2006*#).10
.54

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
.55

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
.56

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
.57

Executive Incentive Compensation
    Plan (Exhibit 99.1 to Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10
.58

Summary of Directors Stock
    Ownership Guidelines (Item 7.01 to Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10
.59

Summary of Directors Compensation
    Arrangements (Item 7.01 to Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10
.60

Summary of Certain Compensation
    Arrangements (Item 5.02 to Con-ways Report on
    Form 8-K
    filed on January 31, 2007*#).10
.61

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*#).(12)

Computation of ratios of earnings
    to fixed charges.(18)

Preferability Letter of
    Independent Registered Public Accounting Firm related to the
    change in accounting policy for tires.(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. 2006 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.
    *).99
.2

Note Agreement dated as of
    July 17, 1989, between the ESOP, Consolidated Freightways,
    Inc. and the Note Purchasers named therein
    (Exhibit 28.1 as filed on Form SE dated July 21,
    1989*).99
.3

Guarantee and Agreement dated as
    of July 17, 1989, delivered by Consolidated Freightways,
    Inc. (Exhibit 28.2 as filed on Form SE dated
    July 21, 1989*)       *
    
    Previously filed with the Securities and Exchange Commission and
    incorporated herein by reference.#
    
    Designates a contract or compensation plan for Management or
    Directors. 90