##### 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, 2009oro

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(Address of principal
    executive offices)

94403(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:
 8
    7/8% Notes
    due 2010
 7.25% Senior Notes due 2018
 6.70% Senior Debentures due 2034
 (Title of class)
  þ o
  o þ
  þ o
  o o
  Regulation S-K o
  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




---



##### 





Con-way
    Inc.
  FORM 10-K
 Year
    Ended December 31, 2009
      Table of
    Contents
       Item



PagePART I1.

Business


31A.

Risk Factors


71B.

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


177A.

Quantitative and Qualitative Disclosures About
    Market Risk


408.

Financial Statements and Supplementary Data


429.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


839A.

Controls and Procedures


839B.

Other Information


83PART III10.

Directors, Executive Officers and Corporate
    Governance


8311.

Executive Compensation


8412.

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


8413.

Certain Relationships and Related Transactions,
    and Director Independence


8414.

Principal Accountant Fees and Services


84PART IV15.

Exhibits and Financial Statement Schedules


84EX-10.50EX-10.53EX-10.54EX-10.60EX-10.61EX-10.62EX-10.63EX-10.64EX-10.70EX-10.71EX-10.72EX-10.73EX-10.74EX-10.75EX-10.76EX-12EX-21EX-23EX-31EX-32   2




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##### Table of Contents



Con-way
    Inc.FORM 10-K
    Year Ended December 31, 2009
 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
    Freight
  less-than-truckload less-than-truckload
  pickup-and-delivery
 3




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Competition
    Logistics
      and/or
    Competition
    Truckload
   4




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##### Table of Contents



origin-to-destination
  and/or pick-up,
    Competition
    Vector
    Other
    Discontinued
    Operations
     5




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##### Table of Contents



General
  Employees
      Cyclicality
    and Seasonality
      Price and
    Availability of Fuel
    Regulation
  Ground
    Transportation
       6




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##### Table of Contents



Environmental
    Homeland
    Security
    ITEM 1A.
    RISK
    FACTORS      Business
    Interruption
        Capital
    Intensity
   7




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##### Table of Contents



and/or sub-contracted
  Capital
    Markets
    Customer
    Concentration
    Cyclicality
    Employee
    Benefit Costs
  and/or
  Employees
   8




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Government
    Regulation
  hours-of-service
    Price and
    Availability of Fuel
        less-than-truckload
 9




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##### Table of Contents



and/or
  out-of-route
  and/or
  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;
    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; and
    labor matters, including labor-organizing activities, work
    stoppages or strikes.  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  and/or
  Freight
  and/or meet-and-turn
 10




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##### Table of Contents



Logistics
    Truckload
    Other
    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      Performance
    Graph
    COMPARISON
    OF FIVE-YEAR CUMULATIVE RETURN*
    Con-way Inc., S&P Midcap 400 Index, Dow Jones
    Transportation Average
  
  Cumulative Total Return12/31/04


12/30/05


12/29/06


12/31/07


12/31/08


12/31/09Con-way Inc.


$
100.0



$
112.5



$
89.3



$
85.0



$
55.0



$
73.1S&P Midcap 400


$
100.0



$
111.3



$
121.3



$
129.4



$
81.2



$
109.6DJ Transportation Average


$
100.0



$
110.5



$
120.1



$
120.3



$
93.1



$
107.9   *
    
    Assumes $100 invested on December 31, 2004 in Con-way Inc.,
    S&P Midcap 400 Index, and the Dow Jones Transportation
    Average Index and dividends were reinvested. 13




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance underto be Issued upon


Weighted-Average


Equity CompensationExercise of


Exercise Price of


Plans (ExcludingOutstanding Options,


Outstanding Options,


Securities Reflected inWarrants and Rights


Warrants and Rights


Column (a))Plan category

(a)


(b)


(c)Equity compensation plans approved by security holders


2,921,557


$
35.95



3,139,073Equity compensation plans not approved by security holders










Total


2,921,557


$
35.95



3,139,073  14




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Con-way
    Inc.
    Five-Year Financial Summary
  2009

2008

2007[a]

2006

2005(Dollars in thousands except per share data)Operating ResultsRevenues

$
4,269,239


$
5,036,817


$
4,387,363


$
4,221,478


$
4,115,575Operating Income (Loss)[b]


(25,928
)


192,622



264,453



401,828



370,946Income (Loss) from Continuing Operations Before Income Tax
    Provision


(90,269
)


134,917



242,646



392,309



352,356Income Tax Provision[c]


17,478



69,494



88,871



119,978



121,981Net Income (Loss) from Continuing Operations Applicable to
    Common Shareholders


(110,936
)


58,635



146,815



265,177



222,647Net Income (Loss) Applicable to Common Shareholders


(110,936
)


66,961



145,952



258,978



214,034Per Common ShareBasic Earnings (Loss)Net Income (Loss) from Continuing Operations

$
(2.33
)

$
1.29


$
3.24


$
5.42


$
4.27Net Income (Loss) Applicable to Common Shareholders


(2.33
)


1.47



3.22



5.29



4.10Diluted Earnings (Loss)Net Income (Loss) from Continuing Operations


(2.33
)


1.23



3.06



5.09



3.98Net Income (Loss) Applicable to Common Shareholders


(2.33
)


1.40



3.04



4.98



3.83Cash Dividends


0.40



0.40



0.40



0.40



0.40Common Shareholders Equity


13.95



12.13



18.68



14.65



16.09Market PriceHigh


48.32



55.00



57.81



61.87



59.79Low


12.99



20.03



38.05



42.09



41.38Weighted-Average Common Shares OutstandingBasic


47,525,862



45,427,317



45,318,740



48,962,382



52,192,539Diluted


47,525,862



48,619,292



48,327,784



52,280,341



56,213,049Financial PositionCash and cash equivalents

$
476,575


$
278,253


$
176,298


$
260,039


$
514,275Total assets


2,896,217



3,071,707



3,009,308



2,291,042



2,451,399Long-term debt, guarantees and capital leases


760,789



926,224



955,722



557,723



581,469Other Data at Year-EndNumber of shareholders


6,745



7,016



7,410



7,041



7,204Approximate number of regular full-time employees


27,400



26,600



27,100



21,800



21,700  15




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##### Table of Contents



[a]
    
    Effective in August 2007, Con-way acquired Contract Freighters,
    Inc. and affiliated companies (collectively, CFI).
    CFIs operating results are included only for periods
    subsequent to the acquisition.[b]
    
    The comparability of Con-ways consolidated operating
    income (loss) was affected by the following:  
    Charge of $134.8 million in 2009 for the impairment of
    goodwill at Con-way Truckload.
    Charges of $23.9 million in 2008 and $13.2 million in
    2007 related to restructuring activities at Con-way Freight.
    Charge of $37.8 million in 2008 for the impairment of
    goodwill and other intangible assets at Menlo Worldwide
    Logistics.
    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 was affected
    by the following:  
    2009 reflects the non-deductible goodwill impairment charge at
    Con-way Truckload.
    2008 reflects the non-deductible goodwill impairment charge and
    write-down of an acquisition-related receivable at Menlo
    Worldwide Logistics.
    2006 reflects tax benefits of $12.1 million related to the
    settlement with the IRS of previous tax filings and
    $17.7 million from the utilization of capital-loss
    carryforwards.
    2005 reflects tax benefits of $7.8 million related to the
    settlement with the IRS of previous tax filings. 16




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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
  less-than-truckload
  business-unit and/or
  pickup-and-delivery
  Results
    of Operations
   17




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##### Table of Contents



Continuing
    Operations
  2009


2008


2007(Dollars in thousands except per share amounts)Revenues

$
4,269,239


$
5,036,817


$
4,387,363Costs and expensesLoss from impairment of goodwill and intangible assets


134,813



37,796



Restructuring charges


2,853



23,873



14,716Other operating expenses


4,157,501



4,782,526



4,108,1944,295,167



4,844,195



4,122,910Operating income (loss)


(25,928
)


192,622



264,453Other expense


64,341



57,705



21,807Income (loss) from continuing operations before income tax
    provision


(90,269
)


134,917



242,646Income tax provision


17,478



69,494



88,871Income (loss) from continuing operations


(107,747
)


65,423



153,775Preferred stock dividends


3,189



6,788



6,960Net income (loss) from continuing operations applicable to
    common shareholders

$
(110,936
)

$
58,635


$
146,815Diluted earnings (loss) per share

$
(2.33
)

$
1.23


$
3.06Operating margin


(0.6
)%


3.8
%


6.0
%   Overview 
    2009 Compared to 2008
             18




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##### Table of Contents



Overview 
    2008 Compared to 2007
          Reporting
    Segment Review
   19




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##### Table of Contents



Freight
    2009


2008


2007(Dollars in thousands)Revenue before inter-segment eliminations

$
2,623,989


$
3,071,015


$
2,954,757Salaries, wages and other employee benefits


1,350,248



1,488,165



1,491,647Purchased transportation


402,463



391,584



320,958Fuel and fuel-related taxes


227,655



362,946



283,603Other operating expenses


358,509



391,550



362,956Depreciation and amortization


106,733



116,715



117,190Maintenance


89,545



94,936



93,486Rents and leases


32,749



33,849



34,079Purchased labor


5,336



2,228



2,530Restructuring charges


(507
)


23,873



13,248Total operating expenses


2,572,731



2,905,846



2,719,697Operating income

$
51,258


$
165,169


$
235,060Operating margin


2.0
%


5.4
%


8.0
%   2009 vs. 2008

2008 vs. 2007Selected Operating StatisticsRevenue per day


-15.3
%


+5.7
%Weight per day


+1.1



0.0Revenue per hundredweight (yield)


-16.2



+5.7Shipments per day (volume)


+0.1



-2.9Weight per shipment


+1.0



+2.9   2009
    Compared to 2008
  1-day
  less-than-truckload
     20




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##### Table of Contents



2008
    Compared to 2007
         21




---



##### Table of Contents



Logistics
    2009


2008


2007(Dollars in thousands)Revenue before inter-segment eliminations

$
1,331,894


$
1,511,979


$
1,297,374Purchased transportation expense


(811,712
)


(1,001,775
)


(851,366
)Net revenue


520,182



510,204



446,008Salaries, wages and other employee benefits


211,465



200,899



184,568Fuel and fuel-related taxes


1,411



1,666



1,036Other operating expenses


133,632



146,507



115,272Depreciation and amortization


12,402



13,984



8,126Maintenance


9,535



9,789



7,757Rents and leases


63,089



55,883



41,482Purchased labor


60,420



67,363



62,168Loss from impairment of goodwill and intangible assets






37,796



Total operating expenses excluding purchased transportation


491,954



533,887



420,409Operating income (loss)

$
28,228


$
(23,683
)

$
25,599Operating income excluding impairments

$
28,228


$
14,113


$
25,599Operating margin on revenue excluding impairments


2.1
%


0.9
%


2.0
%Operating margin on net revenue excluding impairments


5.4
%


2.8
%


5.7
%  22




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##### Table of Contents



2009
    Compared to 2008
             23




---



##### Table of Contents



2008
    Compared to 2007
            Truckload
    24




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##### Table of Contents



2009


2008


2007(Dollars in thousands)Freight revenue

$
486,944


$
492,930


$
207,624Fuel-surcharge revenue


62,826



159,548



46,835Other revenue


14,301



13,239



5,278Revenue before inter-segment eliminations


564,071



665,717



259,737Salaries, wages and other employee benefits


232,227



232,032



100,427Purchased transportation


23,342



29,690



14,492Fuel and fuel-related taxes


129,824



209,879



74,557Other operating expenses


61,307



52,608



24,195Depreciation and amortization


58,891



61,831



27,870Maintenance


28,147



24,300



6,676Rents and leases


826



1,045



983Purchased labor


1,665



1,937



266Loss from impairment of goodwill and intangible assets


134,813







Restructuring charges










1,468Total operating expenses


671,042



613,322



250,934Operating income (loss)

$
(106,971
)

$
52,395


$
8,803Operating income excluding impairment

$
27,842


$
52,395


$
8,803Operating margin excluding impairment


7.6
%


10.4
%


5.1
%   2009 vs. 2008


2008 vs. 2007Selected Operating StatisticsTotal miles


0.3
%


NMFreight revenue per total mile


-1.5
%


NM     2009
    Compared to 2008
       25




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##### Table of Contents



2008
    Compared to 2007
    Vector
      Other
    2009


2008


2007(Dollars in thousands)RevenuesRoad Systems

$
20,442


$
47,041


$
41,020Operating Income (Loss)Road Systems

$
(1,920
)

$
775


$
667Unallocated corporate operating income (loss)Reinsurance activities


3,545



1,231



(480
)Corporate properties


(485
)


(631
)


(2,538
)Variable executive compensation






(2,616
)


Other


417



(18
)


41$
1,557


$
(1,259
)

$
(2,310
)  26




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##### Table of Contents



Discontinued
    Operations
    2009


2008


2007(Dollars in thousands except per share amounts)Discontinued Operations, net of tax Gain (Loss) from Disposal

$



$
8,326


$
(863
)Earnings (Loss) per diluted share Gain (Loss) from Disposal

$



$
0.17


$
(0.02
)  27




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##### Table of Contents



Liquidity
    and Capital Resources
    2009


2008


2007(Dollars in thousands)Operating ActivitiesNet income (loss)

$
(107,747
)

$
73,749


$
152,912Discontinued operations






(8,326
)


863Non-cash adjustments(1)


382,338



320,487



222,928Changes in assets and liabilities


2,061



(84,744
)


(2,830
)Net Cash Provided by Operating Activities


276,652



301,166



373,873Net Cash Used in Investing Activities


(40,678
)


(172,942
)


(757,166
)Net Cash Provided by (Used in) Financing Activities


(37,818
)


(35,376
)


295,239Net Cash Provided by (Used in) Continuing Operations


198,156



92,848



(88,054
)Net Cash Provided by Discontinued Operations


166



9,107



4,313Increase (Decrease) in Cash and Cash Equivalents

$
198,322


$
101,955


$
(83,741
)     (1)
    
    Non-cash adjustments refer to depreciation,
    amortization, impairment charges, restructuring activities,
    deferred income taxes, provision for uncollectible accounts,
    loss from equity-method investment, and other non-cash income
    and expenses.  Continuing
    Operations
  Operating
    Activities
    2009
    Compared to 2008
       28




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2008
    Compared to 2007
               29




---



##### Table of Contents



Investing
    Activities
            Financing
    Activities
         30




---



##### Table of Contents



Contractual
    Cash Obligations
    Payments Due by Period2015 &Total


2010


2011-2012


2013-2014


Thereafter(Dollars in thousands)Long-term debt

$
1,689,701


$
259,824


$
103,261


$
101,824


$
1,224,792Operating leases


228,833



71,395



91,829



38,417



27,192Capital leases


55,339



10,462



25,251



19,626



Employee benefit plans


124,730



11,520



23,701



24,621



64,888Total

$
2,098,603


$
353,201


$
244,042


$
184,488


$
1,316,872   7 8
           31




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##### Table of Contents



Capital
    Resources and Liquidity Outlook
  and/or
        Discontinued
    Operations
   32




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##### Table of Contents



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
    2010

2009

2008

2007Weighted-average assumptions:Discount rate on plan obligations


6.05
%


6.10
%


6.60
%


5.95
%Discount rate on plan obligations  curtailment


N/A



7.85
%


N/A



N/AExpected long-term rate of return on plan assets


8.50
%


8.50
%


8.50
%


8.50
%   Discount Rate.
  Rate of Return on Plan Assets. 20-year
 33




---



##### Table of Contents



Actuarial
    gains and losses
  and/or
  Effect on
    operating results
    Funding
      Self-Insurance
    Accruals
     34




---



##### Table of Contents



Income Taxes
      Revenue
    Recognition
      Estimated
    revenue adjustments
    Uncollectible
    accounts receivable
      Proportional
    performance of service outputs
   35




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##### Table of Contents



Gross- or
    net-basis revenue recognition
    Property,
    Plant and Equipment and Other Long-Lived Assets
    and/or
      Goodwill
  reporting-unit reporting-unit
   36




---



##### Table of Contents



Truckload
    Logistics
        Disposition
    and Restructuring Activities
   37




---



##### Table of Contents



New
    Accounting Standards
   38




---



##### 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.  forward-looking
 39




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Interest
    Rates
    December 312009

2008(Dollars in thousands)Carrying value

$
921,606


$
950,024Estimated fair value


970,000



900,000Change in estimated fair value given a hypothetical 10% change
    in interest rates


43,000



48,000     Fuel
    Foreign
    Currency
   40




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                   41




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Con-way
    Inc.
  Consolidated
    Balance Sheets
  December 31,2009


2008(Dollars in thousands)AssetsCurrent AssetsCash and cash equivalents

$
476,575


$
278,253Trade accounts receivable, net


494,075



516,910Other accounts receivable


32,489



51,576Operating supplies, at lower of average cost or market


18,290



24,102Prepaid expenses and other assets


42,803



42,278Deferred income taxes


12,662



37,963Total Current Assets


1,076,894



951,082Property, Plant and EquipmentLand


194,963



194,330Buildings and leasehold improvements


809,460



803,511Revenue equipment


1,373,148



1,350,514Other equipment


286,629



292,7612,664,200



2,641,116Accumulated depreciation


(1,288,927
)


(1,169,160
)Net Property, Plant and Equipment


1,375,273



1,471,956Other AssetsDeferred charges and other assets


38,524



43,012Capitalized software, net


22,051



29,345Marketable securities


6,691



6,712Intangible assets, net


23,126



27,336Goodwill


353,658



487,956Deferred income taxes






54,308444,050



648,669Total Assets

$
2,896,217


$
3,071,707    42




---



##### Table of Contents



Con-way
    Inc.
  Consolidated
    Balance Sheets
  December 31,2009


2008(Dollars in thousands except per share data)Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable

$
272,285


$
273,784Accrued liabilities


210,316



258,350Self-insurance accruals


87,742



94,663Short-term borrowings


10,325



7,480Current maturities of long-term debt and capital leases


210,816



23,800Total Current Liabilities


791,484



658,077Long-Term LiabilitiesLong-term debt and guarantees


719,501



926,224Long-term obligations under capital leases


41,288



Self-insurance accruals


156,939



152,435Employee benefits


439,899



659,508Other liabilities and deferred credits


44,516



49,871Deferred income taxes


15,861



Total Liabilities


2,209,488



2,446,115Commitments and Contingencies (Notes 4, 9, 10 and 14)Shareholders EquityPreferred stock, no par value; authorized 5,000,000 shares:Series B, 8.5% cumulative, convertible, $.01 stated
    value; designated1,100,000 shares; issued zero and 523,911 shares,
    respectively






5Additional paid-in capital, preferred stock






79,681Deferred compensation, defined contribution retirement plan






(10,435
)Total Preferred Shareholders Equity






69,251Common stock, $.625 par value; authorized
    100,000,000 shares; issued62,512,456 and 62,379,868 shares, respectively


38,971



38,851Additional paid-in capital, common stock


567,584



584,229Retained earnings


890,915



1,020,930Cost of repurchased common stock (13,287,693 and
    16,522,563 shares,respectively)


(575,219
)


(713,095
)Total Common Shareholders Equity


922,251



930,915Accumulated Other Comprehensive Loss


(235,522
)


(374,574
)Total Shareholders Equity


686,729



625,592Total Liabilities and Shareholders Equity

$
2,896,217


$
3,071,707    43




---



##### Table of Contents



Con-way
    Inc.
  Statements of Consolidated
    Operations
  Years Ended December 31,2009


2008


2007(Dollars in thousands except per share data)Revenues

$
4,269,239


$
5,036,817


$
4,387,363Costs and ExpensesSalaries, wages and other employee benefits


1,907,697



2,047,122



1,900,681Purchased transportation


983,432



1,208,187



1,049,906Fuel and fuel-related taxes


359,037



574,972



359,486Other operating expenses


418,015



445,180



371,056Depreciation and amortization


192,411



208,251



167,146Maintenance


129,845



133,175



112,906Rents and leases


99,244



93,594



79,151Purchased labor


67,820



72,045



65,163Loss from impairment of goodwill and intangible assets


134,813



37,796



Restructuring charges


2,853



23,873



14,716Loss from equity investment










2,6994,295,167



4,844,195



4,122,910Operating Income (Loss)


(25,928
)


192,622



264,453Other Income (Expense)Investment income


2,358



5,672



19,007Interest expense


(64,440
)


(62,936
)


(42,805
)Miscellaneous, net


(2,259
)


(441
)


1,991(64,341
)


(57,705
)


(21,807
)Income (Loss) from Continuing Operations Before Income Tax
    Provision


(90,269
)


134,917



242,646Income Tax Provision


17,478



69,494



88,871Income (Loss) from Continuing Operations


(107,747
)


65,423



153,775Discontinued Operations, net of taxGain (Loss) from Disposal






8,326



(863
)Net Income (Loss)


(107,747
)


73,749



152,912Preferred Stock Dividends


3,189



6,788



6,960Net Income (Loss) Applicable to Common Shareholders

$
(110,936
)

$
66,961


$
145,952Net Income (Loss) From Continuing Operations Applicable to
    Common Shareholders

$
(110,936
)

$
58,635


$
146,815Weighted-Average Common Shares OutstandingBasic


47,525,862



45,427,317



45,318,740Diluted


47,525,862



48,619,292



48,327,784Earnings (Loss) Per Common ShareBasicNet Income (Loss) from Continuing Operations

$
(2.33
)

$
1.29


$
3.24Gain (Loss) from Disposal






0.18



(0.02
)Net Income (Loss) Applicable to Common Shareholders

$
(2.33
)

$
1.47


$
3.22DilutedNet Income (Loss) from Continuing Operations

$
(2.33
)

$
1.23


$
3.06Gain (Loss) from Disposal






0.17



(0.02
)Net Income (Loss) Applicable to Common Shareholders

$
(2.33
)

$
1.40


$
3.04    44




---



##### Table of Contents



Con-way
    Inc.
  Statements of Consolidated Cash Flows
  Years Ended December 31,2009


2008


2007(Dollars in thousands)Cash and Cash Equivalents, Beginning of Year

$
278,253


$
176,298


$
260,039Operating ActivitiesNet income (loss)


(107,747
)


73,749



152,912Adjustments to reconcile net income (loss) to netcash provided by operating activities:Discontinued operations, net of tax






(8,326
)


863Depreciation and amortization, net of accretion


185,428



202,449



162,293Non-cash compensation and employee benefits


34,821



17,090



21,921Increase in deferred income taxes


7,987



37,484



26,500Provision for uncollectible accounts


8,007



10,979



3,343Loss from equity investment










2,699Loss from impairment of goodwill and intangible assets


134,813



37,796



Loss from restructuring activities


3,360



11,540



7,380Loss (Gain) from sales of property and equipment, net


7,922



3,149



(1,208
)Changes in assets and liabilities, net of acquisitions:Receivables


9,154



(26,499
)


(8,291
)Prepaid expenses


(808
)


320



3,860Accounts payable


2,008



(3,392
)


(5,125
)Accrued incentive compensation


4,576



(19,728
)


4,782Accrued liabilities, excluding accrued incentive compensation
    and employee benefits


(41,810
)


22,208



10,718Self-insurance accruals


(2,417
)


16,955



(642
)Accrued income taxes


21,163



(19,233
)


23,393Employee benefits


327



(41,376
)


(19,373
)Deferred charges and credits


4,418



(6,771
)


(3,307
)Other


5,450



(7,228
)


(8,845
)Net Cash Provided by Operating Activities


276,652



301,166



373,873Investing ActivitiesCapital expenditures


(68,207
)


(234,430
)


(139,429
)Software expenditures


(5,593
)


(10,235
)


(12,124
)Proceeds from sales of property and equipment


15,398



8,841



27,758Proceeds from sale-leaseback transaction


17,310



40,380



Proceeds from sale of equity investment










51,900Acquisitions, net of cash acquired










(839,796
)Purchases of marketable securities


(164,077
)


(25,500
)


(496,295
)Proceeds from sales of marketable securities


164,491



48,002



650,820Net Cash Used in Investing Activities


(40,678
)


(172,942
)


(757,166
)Financing ActivitiesNet proceeds from issuance of debt










846,049Repayment of debt and guarantees


(22,400
)


(22,704
)


(443,635
)Net proceeds from short-term borrowings


2,832



2,071



Proceeds from exercise of stock options


4,171



10,149



8,229Excess tax benefit from stock option exercises


165



755



583Payments of common dividends


(19,079
)


(18,274
)


(18,191
)Payments of preferred dividends


(3,507
)


(7,373
)


(7,931
)Repurchases of common stock










(89,865
)Net Cash Provided by (Used in) Financing Activities


(37,818
)


(35,376
)


295,239Net Cash Provided by (Used in) Continuing Operations


198,156



92,848



(88,054
)Discontinued OperationsNet Cash Provided by Operating Activities


166



9,107



4,313Increase (Decrease) in Cash and Cash Equivalents


198,322



101,955



(83,741
)Cash and Cash Equivalents, End of Year

$
476,575


$
278,253


$
176,298Supplemental DisclosureCash paid (refunded) for income taxes, net

$
(10,164
)

$
46,655


$
35,210Cash paid for interest, net of amounts capitalized

$
69,313


$
56,090


$
47,555Non-cash Investing and Financing ActivitiesCapital lease incurred to acquire revenue equipment

$
49,999


$



$
Repurchased common stock issued under defined contribution plan

$
23,316


$



$
Repurchased common stock issued for payment of preferred
    dividends

$
3,189


$



$
    45




---



##### 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


Loss


Income (Loss)(Dollars in thousands except per share data)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 $52,957


































82,831



82,831Prior-service credit, net of deferred tax of $1,525


































2,386



2,386Comprehensive 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
)






15,602Balance, 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 $228,626


































(357,752
)


(357,752
)Prior-service credit, net of deferred tax of $477


































(745
)


(745
)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



Common dividends declared ($.40 per share)


























(18,274
)






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


























(6,788
)






 46




---



##### 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


Loss


Income (Loss)(Dollars in thousands except per share data)Balance, December 31, 2008


523,911


$
5



62,379,868


$
38,851


$
663,910


$
(10,435
)

$
1,020,930


$
(713,095
)

$
(374,574
)Net loss


























(107,747
)









$
(107,747
)Other comprehensive income:Foreign currency translation adjustment


































2,184



2,184Employee benefit plansActuarial gain, net of deferred tax of $87,813


































137,381



137,381Prior-service credit, net of deferred tax of $477


































(745
)


(745
)Unrealized gain on available-for-sale security, net of deferred
    tax of $147


































232



232Comprehensive income





































$
31,305Exercise of stock options, including tax benefits of $447










137,257



86



4,532















Share-based compensation, net of tax of $421










(4,669
)


34



10,618











(110
)


Primary DC Plan deferred compensation






















10,435











Repurchased common stock issued for conversion of preferred stock


(30,691
)














(8,913
)










8,913



Repurchased common stock issued for redemption of preferred stock


(493,220
)


(5
)










(93,840
)










93,845



Repurchased common stock issued for payment of preferred stock
    dividend


















(800
)










3,989



Repurchased common stock issued for 401k match


















(7,923
)










31,239



Common dividends declared ($.40 per share)


























(19,079
)






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


























(3,189
)






Balance, December 31, 2009





$




62,512,456


$
38,971


$
567,584


$



$
890,915


$
(575,219
)

$
(235,522
)    47




---



##### 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:
 48




---



##### Table of Contents



available-for-sale available-for-sale other-than-temporary available-for-sale available-for-sale
  Trade Accounts Receivable, Net:
  Balance at

Additions

Write-offs net of

Balance at End ofBeginning of Period

Charged to Expense

Acquisitions

Recoveries

Period(Dollars in thousands)2009

$
5,248


$
8,007


$



$
(9,799
)

$
3,4562008


3,701



10,979







(9,432
)


5,2482007


3,590



3,343



947



(4,179
)


3,701       AdditionsBalance at



Charged to Other



Balance at End ofBeginning of Period

Charged to Expense

Accounts - Revenue

Write-offs

Period(Dollars in thousands)2009

$
13,758


$



$
83,122


$
(82,426
)

$
14,4542008


8,372







126,647



(121,261
)


13,7582007


10,848







71,984



(74,460
)


8,372   Property, Plant and Equipment:
     49




---



##### Table of Contents



Tires:
  Capitalized Software, Net: item-by-item
  Long-Lived Assets:
  Book Overdrafts:
  Income Taxes:
  Self-Insurance Accruals:
     50




---



##### Table of Contents



Foreign Currency Translation:
    Marketing Expenses:
  Earnings (Loss) Per Share (EPS):
  Years Ended December 31,2009


2008


2007(Dollars in thousands except per share data)Numerator:Continuing operations (after preferred stock dividends), as
    reported

$
(110,936
)

$
58,635


$
146,815Add-backs:Dividends on Series B preferred stock, net of replacement
    funding






1,147



1,134Continuing operations


(110,936
)


59,782



147,949Discontinued operations






8,326



(863
)Applicable to common shareholders

$
(110,936
)

$
68,108


$
147,086Denominator:Weighted-average common sharesoutstanding


47,525,862



45,427,317



45,318,740Stock options and nonvested stock






265,541



367,871Series B preferred stock






2,926,434



2,641,17347,525,862



48,619,292



48,327,784Antidilutive securities not included indenominator


5,025,354



1,608,405



889,565Earnings (Loss) per Diluted Share:Continuing operations

$
(2.33
)

$
1.23


$
3.06Discontinued operations






0.17



(0.02
)Applicable to common shareholders

$
(2.33
)

$
1.40


$
3.04  51




---



##### Table of Contents



EITF 03-6-1,
  New Accounting Standards: 2009-01, 2009-01,
    2009-13, 2009-13 2009-13 2009-13 2009-13, 2009-13
  Reclassifications:
  2.
    Acquisitions  Contract
    Freighters, Inc.
   52




---



##### Table of Contents



Cougar
    Logistics
    Chic
    Logistics
    Pro Forma
    Financial Information
    Year EndedDecember 31, 2007(Dollars in thousandsexcept per share amounts)Revenue

$
4,697,588Income from continuing operations


177,317Net income


157,842Net income available to common shareholders


148,410Earnings per shareBasic

$
3.27Diluted


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




---



##### Table of Contents



Logistics


Truckload


Other


Total(Dollars in thousands)Balance at December 31, 2007Goodwill

$
55,146


$
471,573


$
727


$
527,446Accumulated impairment losses














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, 2008Goodwill


54,453



464,598



727



519,778Accumulated impairment losses


(31,822
)










(31,822
)22,631



464,598



727



487,956Impairment charge






(134,813
)






(134,813
)Change in foreign currency exchange rates


515











515Balances at December 31, 2009Goodwill


54,968



464,598



727



520,293Accumulated impairment losses


(31,822
)


(134,813
)






(166,635
)$
23,146


$
329,785


$
727


$
353,658          54




---



##### Table of Contents



December 31, 2009


December 31, 2008Weighted-


Gross





GrossAverage


Carrying


Accumulated


Carrying


AccumulatedLife (Years)


Amount


Amortization


Amount


Amortization(Dollars in thousands)Customer relationships


9.4


$
31,472


$
8,346


$
31,152


$
4,714Trademarks


2.0



2,550



2,550



2,550



1,652$
34,022


$
10,896


$
33,702


$
6,366       (Dollars in thousands)Year ending December 31:2010

$
3,5002011


3,5002012


3,1002013


2,7002014


2,700   3.
    Restructuring
    Activities    Con-way Other
  Outsourcing
    Initiative
   55




---



##### Table of Contents



Employee-Separation Costs(Dollars in thousands)2009 charges

$
3,360Balance at December 31, 2009

$
3,360Expected remaining expenses

$
1,888       Con-way
    Freight
  Operational
    Restructuring
      Facility andEmployee-


Lease-


Asset-Separation


Termination


ImpairmentCosts


Costs


Charges


Other


Total(Dollars in thousands)2007 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 charges


890



1,542







962



3,394Cash payments


(2,675
)


(1,174
)






(1,514
)


(5,363
)Balance at December 31, 2008






3,162







40



3,202Cash payments






(1,054
)






(40
)


(1,094
)Balance at December 31, 2009

$



$
2,108


$



$



$
2,108Total expense recognized to date

$
7,119


$
4,336


$
2,401


$
2,786


$
16,642   Network
    Re-Engineering
   56




---



##### Table of Contents



Employee-


Facility and


Asset-Separation


Lease-


ImpairmentCosts


Termination Costs


Charges


Total(Dollars in thousands)2008 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







7,4722009 charges and net adjustments


324



(1,967
)


22



(1,621
)Cash payments


(583
)


(2,798
)






(3,381
)Write-offs










(22
)


(22
)Balance at December 31, 2009

$



$
2,448


$



$
2,448Total expense recognized to date

$
5,968


$
5,781


$
1,656


$
13,405   Economic
    Workforce Reduction
  year-over-year
    Employee-SeparationCosts(Dollars in thousands)2008 charges

$
5,453Cash payments


(3,711
)Balance at December 31, 2008


1,7422009 charges


1,114Cash payments


(2,856
)Balance at December 31, 2009

$
Total expense recognized to date

$
6,567   Con-way
    Truckload
    4.
    Discontinued
    Operations   57




---



##### Table of Contents



Years Ended December 31,2009


2008


2007(Dollars in thousands)Gain (Loss) from Disposal, net of taxCon-way Forwarding

$



$
15


$
88MWF






174



(183
)EWA






7,960



2,325CFC






177



(3,093
)$



$
8,326


$
(863
)   Con-way
    Forwarding
    MWF
    EWA
      CFC
     58




---



##### Table of Contents



5.
    Sale of
    Unconsolidated Joint Venture    6.
    Fair-Value
    Measurements          Financial
    Assets Measured at Fair Value on a Recurring Basis
    December 31, 2009Total

Level 1

Level 2

Level 3(Dollars in thousands)Cash equivalents

$
450,915


$
143,578


$
307,337


$
Other marketable securities


6,691











6,691   December 31, 2008Total

Level 1

Level 2

Level 3(Dollars in thousands)Cash equivalents

$
264,946


$
125,160


$
139,786


$
Other marketable securities


6,712











6,712      59




---



##### Table of Contents



Auction-ratesecurity(Dollars in thousands)Balance at December 31, 2007

$
Transfer in from Level 2


7,500Unrealized loss


(788
)Balance at December 31, 2008

$
6,712Unrealized gain


379Partial redemption


(400
)Balance at December 31, 2009

$
6,691   other-than-temporary.
  Non-financial
    Assets Measured at Fair Value on a Recurring Basis
    7.
    Accrued
    Liabilities    December 31,2009


2008(Dollars in thousands)Compensated absences

$
40,214


$
81,064Employee benefits


34,534



48,591Wages and salaries


30,856



26,845Taxes other than income taxes


22,144



20,624Interest


20,516



20,460Incentive compensation


18,805



14,229Other


43,247



46,537Total accrued liabilities

$
210,316


$
258,350  60




---



##### Table of Contents



8.
    Debt and
    Other Financing Arrangements    December 31,2009


2008(Dollars in thousands)Primary DC Plan Notes guaranteed, 8.54%, matured January 2009

$



$
22,700Promissory note, 2.61%, due 2011 (interest paid quarterly)


1,400



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


200,000



200,000Fair market value adjustment


2,166



8,463Discount


(61
)


(235
)202,105



208,2287.25% 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


(6,899
)


(7,004
)293,101



292,996921,606



950,024Less current maturities


(202,105
)


(23,800
)Long-term debt and guarantees

$
719,501


$
926,224   Revolving Credit Facility:
    Other Credit Facilities and Short-term
    Borrowings:
     61




---



##### Table of Contents



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
    Senior Debentures due 2034: 60-days
  Other:
     62




---



##### Table of Contents



9.
    Leases        Capital Leases


Operating Leases(Dollars in thousands)Year ending December 31:2010

$
10,462


$
71,3952011


10,462



55,0712012


14,789



36,7582013


5,727



23,4262014


13,899



14,991Thereafter (through 2018)






27,192Total minimum lease payments


55,339


$
228,833Amount representing interest


(5,340
)Present value of minimum lease payments


49,999Current maturities of obligation under capital leases


(8,711
)Long-term obligations under capital leases

$
41,288         Years Ended December 31,2009


2008


2007(Dollars in thousands)Minimum rentals

$
103,925


$
97,458


$
82,946Sublease rentals


(4,681
)


(3,864
)


(3,795
)$
99,244


$
93,594


$
79,151  63




---



##### Table of Contents



10.
    Income
    Taxes    Years Ended December 31,2009


2008


2007(Dollars in thousands)Current provisionFederal

$
7,849


$
20,040


$
51,721State and local


624



5,772



6,629Foreign


2,237



3,418



1,93610,710



29,230



60,286Deferred provision (benefit)Federal


5,541



42,757



26,168State and local


(262
)


2,949



2,355Foreign


1,489



(5,442
)


626,768



40,264



28,585$
17,478


$
69,494


$
88,871     Years Ended December 31,2009


2008


2007(Dollars in thousands)U.S. sources

$
(94,089
)

$
184,068


$
239,706Non-U.S.
    sources


3,820



(49,151
)


2,940$
(90,269
)

$
134,917


$
242,646     Years Ended December 31,2009


2008


2007(Dollars in thousands)Federal statutory tax rate of 35%

$
(31,594
)

$
47,221


$
84,926State income tax, net of federal income tax benefit


(676
)


7,136



6,969Foreign taxes in excess of U.S. statutory rate


2,388



2,310



969Non-deductible operating expenses and tax-exempt income


2,231



2,260



450U.S. tax on foreign income, net of foreign tax credits


246



1,383



Non-deductible goodwill impairment and write-down of an
    acquisition-related receivable


47,185



12,869



Fuel-tax credit


(3,123
)


(2,853
)


(2,806
)Other, net


821



(832
)


(1,637
)Income tax provision

$
17,478


$
69,494


$
88,871  64




---



##### Table of Contents



December 31,2009


2008(Dollars in thousands)Deferred tax assetsEmployee benefits

$
198,987


$
301,023Self-insurance accruals


40,085



47,140Capital-loss carryforwards


1,223



29,772Operating-loss carryforwards


8,295



3,718Tax-credit carryforwards


5,878



6,717Share-based compensation


10,864



7,825Other


18,615



25,740Valuation allowance


(11,179
)


(37,310
)272,768



384,625Deferred tax liabilitiesProperty, plant and equipment


240,416



251,858Prepaid expenses


22,636



21,059Revenue


6,538



10,463Other


6,377



8,974275,967



292,354Net deferred tax asset (liability)

$
(3,199
)

$
92,271              65




---



##### Table of Contents



Uncertain
    Tax Positions
          (Dollars in thousands)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


17,076Gross increases  prior-period tax positions


2,310Gross decreases  prior-period tax positions


(1,679
)Gross increases  current-period tax positions


715Settlements


(2,852
)Lapse of statute of limitations


(752
)Balance at December 31, 2009

$
14,818      66




---



##### Table of Contents



11.
    Shareholders
    Equity  Series B Preferred Stock:
  Accumulated Other Comprehensive Loss:
  December 31,2009


2008(Dollars in thousands)Accumulated foreign currency translation adjustments

$
468


$
(1,716
)Unrealized loss on
    available-for-sale
    security, net of deferred tax benefit of $160 and $307,
    respectively


(249
)


(481
)Employee benefit plans, net of deferred tax benefit of $150,641
    and $237,977, respectively


(235,741
)


(372,377
)Accumulated other comprehensive loss

$
(235,522
)

$
(374,574
)   Common Stock Repurchase Programs:
  12.
    Employee
    Benefit Plans    Adoption
    of SFAS 158
    Defined
    Benefit Pension Plans
     67




---



##### Table of Contents



Benefits
      Plan Assets
  Investment
    Policies and Strategies
         68




---



##### Table of Contents



Categories
    and Fair-Value Measurements of Plan Assets
    December 31, 2009Total


Level 1


Level 2


Level 3(Dollars in thousands)Cash and cash equivalentsShort-term investment fund[a]

$
21,926


$



$
21,926


$
EquityU.S. large companiesS&P 500 index fund[a]


122,255







122,255



Growth[b]


128,522



128,522







Value[b]


117,550



117,550







U.S. small companiesGrowth[b]


35,082



35,082







Value[b]


57,757



57,757InternationalGrowth[b]


73,843



73,843







Value fund[a]


90,257







90,257



Fixed-income securitiesU.S. long-term debt instruments[c]


212,877







212,877



Real estatePrivate fund[d]


27,323











27,323Real estate investment trust index fund[a]


14,884







14,884



Total

$
902,276


$
412,754


$
462,199


$
27,323     [a]
    
    These funds are not publicly traded and do not have readily
    determinable fair values. Accordingly, they are valued at their
    net asset value per share. The underlying investments in the
    funds consist primarily of publicly traded securities with
    quoted market prices.[b]
    
    Publicly traded equity securities are valued at their closing
    market prices.[c]
    
    Corporate-debt instruments are generally valued using observable
    bid-ask spreads or broker-provided pricing.[d]
    
    The fair value of the private real estate fund is based on the
    fair values of the underlying assets, which consist of
    commercial and residential properties valued using periodic
    appraisals.    Private RealEstate Fund(Dollars in thousands)Balance at December 31, 2008

$
37,159Actual return on plan assets:Relating to assets still held at the reporting date


(9,836
)Balance at December 31, 2009

$
27,323  69




---



##### Table of Contents



Funding
    Funded
    Status of Defined Benefit Pension Plans
    Qualified Pension Plans


Non-Qualified Pension Plans2009


2008


2009


2008(Dollars in thousands)Accumulated benefit obligation

$
1,166,176


$
1,129,720


$
66,847


$
67,398Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
1,209,638


$
1,068,182


$
73,837


$
70,066Interest cost on projected benefit obligation


69,857



70,619



4,203



4,477Actuarial loss (gain)


(17,800
)


103,664



(5,974
)


4,079Benefits paid


(36,905
)


(32,827
)


(4,838
)


(4,785
)Plan curtailment


(58,614
)






(381
)


Projected benefit obligation at end of year

$
1,166,176


$
1,209,638


$
66,847


$
73,837Change in plan assets:Fair value of plan assets at beginning of year

$
744,970


$
1,157,221


$



$
Actual return on plan assets


176,911



(389,424
)






Con-way contributions


17,300



10,000







Benefits paid


(36,905
)


(32,827
)






Fair value of plan assets at end of year

$
902,276


$
744,970


$



$
Funded status of the plans

$
(263,900
)

$
(464,668
)

$
(66,847
)

$
(73,837
)Amounts recognized in the balance sheet consist of:Current liabilities

$



$



$
(4,693
)

$
(4,945
)Long-term liabilities


(263,900
)


(464,668
)


(62,154
)


(68,892
)Net amount recognized

$
(263,900
)

$
(464,668
)

$
(66,847
)

$
(73,837
)Plans with an accumulated benefit obligation in excess of plan
    assets:Accumulated benefit obligation

$
1,141,053


$
1,104,492


$
66,847


$
67,398Fair value of plan assets


871,745



718,707







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

$
1,141,053


$
1,184,410


$
66,847


$
73,837Fair value of plan assets


871,745



718,707







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


6.05
%


6.10
%


6.05
%


6.10
%Expected long-term rate of return on assets


8.50
%


8.50
%






Rate of compensation increase






3.90
%






3.90
%  70




---



##### Table of Contents



Qualified Pension Plans


Non-Qualified Pension Plans2009


2008


2009


2008(Dollars in thousands)Actuarial loss

$
(376,533
)

$
(586,566
)

$
(20,745
)

$
(24,798
)Deferred tax


146,848



228,761



8,091



9,671$
(229,685
)

$
(357,805
)

$
(12,654
)

$
(15,127
)       Qualified Pension Plans


Non-Qualified Pension Plans2009


2008


2007


2009


2008


2007(Dollars in thousands)Net periodic benefit expense (income):Interest cost on benefit obligation

$
69,857


$
70,619


$
67,345


$
4,203


$
4,477


$
4,321Expected return on plan assets


(60,527
)


(96,965
)


(95,317
)










Amortization of actuarial loss (gain)


17,235



(3,174
)


(3,174
)


(2,366
)


1,911



2,047Net periodic benefit expense (income)

$
26,565


$
(29,520
)

$
(31,146
)

$
1,837


$
6,388


$
6,368Amounts recognized in other comprehensive income or lossActuarial loss (gain)

$
(192,798
)

$
590,053


$
(107,128
)

$
(6,419
)

$
4,079


$
(7,713
)Amortization of actuarial loss (gain)


(17,235
)


3,174



3,174



2,366



(1,911
)


(2,047
)Deferred tax


81,913



(231,359
)


40,542



1,580



(845
)


3,806Loss (gain) recognized in other comprehensive income or loss

$
(128,120
)

$
361,868


$
(63,412
)

$
(2,473
)

$
1,323


$
(5,954
)Total recognized in net periodic benefit expense (income) and
    other comprehensive income or loss

$
(101,555
)

$
332,348


$
(94,558
)

$
(636
)

$
7,711


$
414Weighted-average assumptions:Discount rate


6.10
%


6.60
%


5.95
%


6.10
%


6.60
%


5.95
%Discount rate  curtailment


7.85
%


N/A



N/A



7.85
%


N/A



N/AExpected long-term rate of return on plan assets


8.50
%


8.50
%


8.50
%










Rate of compensation increase






3.90
%


4.20
%






3.90
%


4.20
%  71




---



##### Table of Contents



Qualified

Non-QualifiedPension Plans

Pension Plans(Dollars in thousands)Year ending December 31:2010

$
39,161


$
4,7572011


42,216



4,7132012


45,668



4,7102013


49,133



4,7552014


52,874



4,7692015-2019


330,754



24,356   Defined
    Contribution Retirement Plans
         72




---



##### Table of Contents



Postretirement
    Medical Plan
      2009


2008(Dollars in thousands)Change in benefit obligation:Projected and accumulated benefit obligation at beginning of year

$
98,733


$
106,318Service cost  benefits earned during the year


1,539



2,283Interest cost on projected benefit obligation


5,578



6,771Actuarial gain


(10,353
)


(8,926
)Participant contributions


2,485



2,180Benefits paid


(8,139
)


(9,893
)Projected and accumulated benefit obligation at end of year

$
89,843


$
98,733Funded status of the plan

$
(89,843
)

$
(98,733
)Amounts recognized in the balance sheet consist of :Current liabilities

$
(7,407
)

$
(7,475
)Long-term liabilities


(82,436
)


(91,258
)Net amount recognized

$
(89,843
)

$
(98,733
)Discount rate assumption as of December 31


5.65
%


6.38
%     2009


2008(Dollars in thousands)Actuarial gain (loss)

$
6,221


$
(4,132
)Prior-service credit


5,002



6,224Deferred tax


(4,377
)


(816
)$
6,846


$
1,276    73




---



##### Table of Contents



2009


2008


2007(Dollars in thousands)Net periodic benefit expense:Service cost  benefits earned during the year

$
1,539


$
2,283


$
2,809Interest cost on benefit obligation


5,578



6,771



7,050Net amortization and deferral


(1,222
)


(49
)


2,475Net periodic benefit expense

$
5,895


$
9,005


$
12,334Amounts recognized in other comprehensive income or loss:Actuarial gain

$
(10,353
)

$
(8,926
)

$
(19,052
)Prior-service credit










(4,458
)Amortization of actuarial loss






(1,173
)


(3,022
)Amortization of prior-service credit


1,222



1,222



547Deferred tax


3,561



3,462



10,134Gain recognized in other comprehensive income or loss

$
(5,570
)

$
(5,415
)

$
(15,851
)Total recognized in net periodic benefit expense and othercomprehensive income or loss

$
325


$
3,590


$
(3,517
)Discount rate assumption at December 31:


6.38
%


6.25
%


5.60
%     Benefit Payments(Dollars in thousands)Year ending December 31:2010

$
6,7632011


7,0702012


7,2082013


7,4162014


7,6812015-2019


40,532     2009

2008Health-care cost trend rate assumed for next year


8.00
%


8.25
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)


4.50
%


4.50
%Year that the rate reaches the ultimate trend rate


2027



2029     Long-Term
    Disability Plan
  36-month
 74




---



##### Table of Contents



Cost-Reduction
    Actions
    Salaries
    and Wages
    Compensated
    Absences
    Defined
    Contribution Plan
    Defined
    Benefit Pension Plan
    13.
    Share-Based
    Compensation     75




---



##### Table of Contents



Years Ended December 31,2009


2008


2007(Dollars in thousands)Salaries, wages and other employee benefits

$
11,090


$
6,720


$
11,235Deferred income tax benefit


(4,262
)


(2,571
)


(4,326
)Net share-based compensation expense

$
6,828


$
4,149


$
6,909   Valuation
    Assumptions
    2009

2008

2007Estimated fair value

$
5.83


$
10.47


$
12.15Risk-free interest rate


2.0
%


2.8
%


4.5
%Expected term (years)


4.30



4.00



4.00Expected volatility


39
%


27
%


27
%Expected dividend yield


1.97
%


0.91
%


0.86
%    76




---



##### Table of Contents



Share-Based
    Payment Award Activity
    Stock OptionsWeighted-Number of

AverageOptions

Exercise PriceOutstanding at December 31, 2008


2,028,593


$
43.94Granted


1,068,644



20.27Exercised


(137,257
)


30.39Expired or cancelled


(38,423
)


41.44Outstanding at December 31, 2009


2,921,557


$
35.95Exercisable at December 31, 2009


1,372,922


$
44.85   Outstanding

ExercisableWeighted-average remaining contractual term

7.27 years

5.82 yearsAggregate intrinsic value (in thousands)

$16,304

$770   in-the-money
      Nonvested Stock

PSPUsWeighted-



Weighted-Average



AverageNumber of

Grant-Date

Number of

Grant-DateAwards

Fair Value

Awards

Fair ValueOutstanding at December 31, 2008


213,318


$
45.35



132,242


$
45.60Awarded  Employees


451,171



21.40







Awarded  Directors


5,688



29.88







Vested


(51,000
)


44.81







Forfeited


(13,242
)


40.43



(132,242
)


45.60Outstanding at December 31, 2009


605,935


$
27.52






$
      77




---



##### Table of Contents



14.
    Commitments
    and Contingencies  EWA
  60-days 60-days
  Other
      15.
    Segment
    Reporting    
    Freight.  The Freight segment consists of the
    operating results of the Con-way Freight business unit, which
    provides regional, inter-regional and transcontinental
    less-than-truckload
    freight services throughout North America.
    Logistics.  The Logistics segment consists of
    the operating results of the Menlo 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 consists of
    the operating results of the Con-way Truckload business unit,
    which provides asset-based full-truckload freight services
    throughout North America. 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.
    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. 78




---



##### Table of Contents



Financial
    Data
    Years Ended December 31,2009


2008


2007(Dollars in thousands)Revenues before Inter-segment EliminationsFreight

$
2,623,989


$
3,071,015


$
2,954,757Logistics


1,331,894



1,511,979



1,297,374Truckload


564,071



665,717



259,737Other


20,442



47,041



41,020Inter-segment Revenue Eliminations


(271,157
)


(258,935
)


(165,525
)$
4,269,239


$
5,036,817


$
4,387,363Inter-segment Revenue EliminationsFreight

$
49,689


$
55,056


$
50,214Logistics


5,881



368



318Truckload


198,949



160,516



87,063Other


16,638



42,995



27,930$
271,157


$
258,935


$
165,525Revenues from External CustomersFreight

$
2,574,300


$
3,015,959


$
2,904,543Logistics


1,326,013



1,511,611



1,297,056Truckload


365,122



505,201



172,674Other


3,804



4,046



13,090$
4,269,239


$
5,036,817


$
4,387,363Operating Income (Loss)Freight

$
51,258


$
165,169


$
235,060Logistics


28,228



(23,683
)


25,599Truckload


(106,971
)


52,395



8,803Vector










(2,699
)Other


1,557



(1,259
)


(2,310
)$
(25,928
)

$
192,622


$
264,453Depreciation and Amortization, net of AccretionFreight

$
106,732


$
116,715


$
117,190Logistics


10,619



13,080



8,126Truckload


58,890



61,831



27,870Other


9,187



10,823



9,107$
185,428


$
202,449


$
162,293 79




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##### Table of Contents



Years Ended December 31,2009


2008


2007(Dollars in thousands)Capital ExpendituresFreight

$
13,070


$
149,382


$
113,068Logistics


10,758



13,298



12,071Truckload


42,514



64,765



10,437Other


1,865



6,985



3,853$
68,207


$
234,430


$
139,429AssetsFreight

$
1,252,588


$
1,297,197


$
1,311,821Logistics


282,432



331,419



345,120Truckload


732,530



911,835



928,815Other


628,667



531,256



423,552$
2,896,217


$
3,071,707


$
3,009,308   Geographic
    Data
    Years Ended December 31,2009


2008


2007(Dollars in thousands)RevenuesUnited States

$
4,018,870


$
4,707,990


$
4,205,720Canada


81,351



111,292



71,652Other


169,018



217,535



109,991Total

$
4,269,239


$
5,036,817


$
4,387,363  80




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##### Table of Contents



16.
    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)2009  Quarter EndedOperating ResultsRevenues

$
962,932


$
1,056,333


$
1,133,441


$
1,116,533Operating Income (Loss)[a]


(150,312
)


65,966



41,134



17,284Income (Loss) from Continuing Operations before Income Tax
    Provision (Benefit)


(165,825
)


49,385



25,024



1,147Income Tax Provision (Benefit)[b]


(13,476
)


16,346



11,532



3,076Net Income (Loss) from Continuing Operations Applicable to
    Common Shareholders


(153,966
)


31,467



13,492



(1,929
)Net Income (Loss) Applicable to Common Shareholders


(153,966
)


31,467



13,492



(1,929
)Per Common ShareBasic Earnings (Loss)Net Income (Loss) from Continuing Operations

$
(3.35
)

$
0.68


$
0.28


$
(0.04
)Net Income (Loss) Applicable to Common Shareholders


(3.35
)


0.68



0.28



(0.04
)Diluted Earnings (Loss)Net Income (Loss) from Continuing Operations


(3.35
)


0.64



0.27



(0.04
)Net Income (Loss) Applicable to Common Shareholders


(3.35
)


0.64



0.27



(0.04
)Market PriceHigh


27.41



35.99



48.32



39.86Low


12.99



16.98



32.67



28.24Cash Dividends


0.10



0.10



0.10



0.102008  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
)Income Tax Provision (Benefit)[b]


15,687



32,185



23,264



(1,642
)Net Income (Loss) from Continuing Operations Applicable to
    Common Shareholders


22,456



47,089



38,829



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


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



0.10     [a]
    
    The comparability of Con-ways consolidated operating
    income (loss) was affected by the following unusual income or
    expense:  
    A goodwill impairment charge of $134.8 million at Con-way
    Truckload in the first quarter of 2009.
    A change in accounting estimate at Con-way Freight, which
    increased the allowance for revenue adjustments and decreased
    both revenue and operating income by $5.4 million in the
    third quarter of 2009. 81




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##### Table of Contents




    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.  [b]
    
    The comparability of Con-ways income tax provision
    (benefit) was affected by the following:  
    The first quarter of 2009 reflects the non-deductible goodwill
    impairment charge at Con-way Truckload.
    The fourth quarter of 2008 reflects the non-deductible goodwill
    impairment charge and write-down of an acquisition-related
    receivable at Menlo Worldwide Logistics. 82




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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    Rules 13a-15(e) 15d-15(e)
    Rules 13a-15(f) 15d-15(f)
        Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   PART III







Information for Items 10 through 14 of Part III of
    this Report appears in the Proxy Statement for Con-ways
    Annual Meeting of Shareholders to be held on May 18, 2010
    (the 2010 Proxy Statement), as indicated below. For
    the limited purpose of providing the information required by
    these items, the 2009 Proxy Statement is incorporated herein by
    reference. ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   83




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##### Table of Contents



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   PART IV    ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Page   (a)
    1. FINANCIAL
    STATEMENTS:  Report of Independent Registered Public
    Accounting Firm by KPMG LLP


41Consolidated Balance Sheets at December 31,
    2009 and 2008


42Statements of Consolidated Operations for the
    years ended December 31, 2009, 2008 and 2007


44Statements of Consolidated Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


45Statements of Consolidated Shareholders
    Equity for the years ended December 31, 2009, 2008 and
    2007


46Notes to Consolidated Financial Statements


48   2.
    FINANCIAL
    STATEMENT SCHEDULE    3. EXHIBITS
   84




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##### Table of Contents



SIGNATURES
    Con-way Inc. 
    (Registrant)February 26, 2010

/s/ Douglas W. StotlarDouglas W. Stotlar 
    President and Chief Executive OfficerFebruary 26, 2010

/s/ Stephen L. BruffettStephen L. Bruffett 
    Executive Vice President and Chief Financial OfficerFebruary 26, 2010

/s/ Kevin S. CoelKevin S. Coel 
    Senior Vice President and Controller  85




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##### Table of Contents



SIGNATURES
    February 26, 2010

/s/ W. Keith Kennedy, Jr.W. Keith Kennedy, Jr.,Chairman of the BoardFebruary 26, 2010

/s/ Douglas W. StotlarDouglas W. Stotlar, DirectorFebruary 26, 2010

/s/ John J. AntonJohn J. Anton, DirectorFebruary 26, 2010

/s/ William R. CorbinWilliam R. Corbin, DirectorFebruary 26, 2010

/s/ Robert Jaunich IIRobert Jaunich II, DirectorFebruary 26, 2010

/s/ Michael J. MurrayMichael J. Murray, DirectorFebruary 26, 2010

/s/ John C. PopeJohn C. Pope, DirectorFebruary 26, 2010

/s/ William J. SchroederWilliam J. Schroeder, DirectorFebruary 26, 2010

/s/ Peter W. StottPeter W. Stott, DirectorFebruary 26, 2010

/s/ Chelsea C. White IIIChelsea C. White III, Director  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*).2.2

Con-way Inc. plan for re 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 May 19,
    2009 (Exhibit 3.1 to Con-ways Form 10-Q for the quarter
    ended June 30, 2009*).3.2

Con-way Inc. By-Laws, as amended September 20, 2009 (Exhibit 3.2
    to Con-ways Form 8-K filed on September 22, 2009*).(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*). 87




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##### Table of Contents



Exhibit No.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*).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

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 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*).10.9

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*#).10.10

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*).10.11

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*).10.12

Supplemental Retirement Plan dated January 1, 1990 (Exhibit
    10.31 to Con-ways Form 10-K for the year ended December
    31, 1993*#).10.13

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*#).10.14

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*#).10.15

Directors Business Travel Insurance Plan (Exhibit 10.36 to
    Con-ways Form 10-K for the year ended December 31, 1993*#).10.16

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*#). 88




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##### Table of Contents



Exhibit No.10.17

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*#).10.18

Summary of Certain Compensation Arrangements (Exhibit 10.3 to
    Con-ways Form 10-Q for the quarter ended March 31, 2005*#).10.19

Summary of Certain Compensation Arrangements (Exhibit 10.9 to
    Con-ways Form 10-K for the year ended December 31, 2005*#).10.20

Summary of Material Executive Employee Agreements (Item 1.01 to
    Con-ways Report on Form 8-K filed on June 6, 2005*#)10.21

Summary of Material Executive Employee Relocation Package (Item
    1.01 to Con-ways Report on Form 8-K filed on August 25,
    2006*#).10.22

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*#).10.23

Summary of Executive Stock Ownership Guidelines (Item 1.01(d) to
    Con-ways Report on Form 8-K filed on September 29, 2006*#).10.24

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*).10.25

Summary of Directors Stock Ownership Guidelines (Item 7.01 to
    Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10.26

Summary of Directors Compensation Arrangements (Item 7.01 to
    Con-ways Report on
    Form 8-K
    filed on December 7, 2006*#).10.27

Summary of Certain Compensation Arrangements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on January 31, 2007*#).10.28

Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on January 30, 2008*#).10.29

Summary of Material Executive Relocation Package (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on May 29, 2008*#).10.30

Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on
    Form 8-K
    filed on August 14, 2008*#).10.31

Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on Form 8-K filed on January 29,
    2009*#).Summary of Certain Compensation Agreements (Item 5.02 to
    Con-ways Report on Form 8-K filed on February 11, 2010*#).10.32

Con-way Inc. Deferred Compensation Plan for Non-Employee
    Directors Amended and Restated December 2008 (Exhibit 10.50 to
    Con-ways Form 10-K for the year ended December 31, 2008*#).10.33

Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee
    Directors Amended and Restated December 2008 (Exhibit 10.51 to
    Con-ways Form 10-K for the year ended December 31, 2008*#).10.34

Con-way Inc. Amended and Restated 2003 Equity Incentive Plan for
    Non-Employee Directors Amended and Restated December 2008
    (Exhibit 10.49 to Con-ways Form 10-K for the year ended
    December 31, 2008*#).10.35

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*#).10.36

Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated
    December 2008 (Exhibit 10.52 to Con-ways Form 10-K
    for the year ended December 31, 2008*#).10.37

Amendment No. 1 to the Con-way Inc. 2006 Equity and Incentive
    Plan Amended and Restated December 2008 (Exhibit 99.7 to
    Con-ways Report on Form 8-K filed on December 18, 2009*#).10.38

Form of Stock Option Agreement (Exhibit 99.10 to Con-ways
    Report on Form 8-K filed on December 6, 2005*#). 89




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##### Table of Contents



Exhibit No.10.39

Form of Stock Option Agreement (Exhibit 99.2 to Con-ways
    Report on Form 8-K filed on September 29, 2006*#).10.40

Form of Stock Appreciation Rights Agreement (Exhibit 99.2 to
    Con-ways Report on Form 8-K filed on February 11, 2010*#).10.41

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*#).10.42

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*#).10.43

Form of Restricted Stock Award Agreement (Exhibit 99.11 to
    Con-ways Report on Form 8-K filed on December 6, 2005*#).10.44

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*#).10.45

Form of Restricted Stock Unit Grant Agreement (Exhibit 99 to
    Con-ways Report on Form 8-K filed on January 29, 2009*#).10.46

Form of Restricted Stock Unit Grant Agreement (Exhibit 99.2 to
    Con-ways Report on Form 8-K filed on February 11, 2010*#).10.47

Con-way Inc. 1993 Deferred Compensation Plan for Executives and
    Key Employees Amended and Restated December 2008 (Exhibit 10.53
    to Con-ways Form 10-K for the year ended December 31,
    2008*#).10.48

Con-way Inc. 2005 Deferred Compensation Plan for Executives and
    Key Employees Amended and Restated December 2008 (Exhibit 10.54
    to Con-ways Form 10-K for the year ended December 31,
    2008*#).10.49

Con-way Inc. Executive Incentive Compensation Plan Amended and
    Restated December 2008 (Exhibit 10.55 to Con-ways Form
    10-K for the year ended December 31, 2008*#).10.50

Con-way Inc. Executive Incentive Plan.#10.51

Con-way Inc 2005 Supplemental Excess Retirement Plan Amended and
    Restated December 2008 (Exhibit 10.57 to Con-ways Form
    10-K for the year ended December 31, 2008*#).10.52

Con-way Inc. Supplemental Retirement Savings Plan Amended and
    Restated December 2008 (Exhibit 10.58 to Con-ways Form
    10-K for the year ended December 31, 2008*#).10.53

Amendment No. 1 to Con-way Inc Supplemental Retirement Savings
    Plan Amended and Restated December 2008.#10.54

Amendment No. 2 to Con-way Inc Supplemental Retirement Savings
    Plan Amended and Restated December 2008.#10.55

Form of Severance Agreement (Change in Control) for Douglas W.
    Stotlar (Exhibit 99.1 to Con-ways Report on Form 8-K filed
    on December 18, 2009*#).10.56

Form of Severance Agreement (Change in Control) for Stephen L.
    Bruffett (Exhibit 99.2 to Con-ways Report on Form 8-K
    filed on December 18, 2009*#).10.57

Form of Severance Agreement (Change in Control) for Robert L.
    Bianco, Jr. (Exhibit 99.3 to Con-ways Report on Form 8-K
    filed on December 18, 2009*#).10.58

Form of Severance Agreement (Change in Control) for John G.
    Labrie (Exhibit 99.4 to Con-ways Report on Form 8-K filed
    on December 18, 2009*#).10.59

Form of Severance Agreement (Change in Control) for Herbert J.
    Schmidt (Exhibit 99.6 to Con-ways Report on Form 8-K filed
    on December 18, 2009*#).10.60

Form of Severance Agreement (Change in Control) for Jennifer W.
    Pileggi.#10.61

Form of Severance Agreement (Change in Control) for Leslie P.
    Lundberg.#10.62

Form of Severance Agreement (Change in Control) for Mark C.
    Thickpenny.#10.63

Form of Severance Agreement (Change in Control) for Kevin S.
    Coel.#10.64

Form of Amendment No. 1 to Severance Agreement (Change in
    Control).# 90




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##### Table of Contents



Exhibit No.10.65

Form of Severance Agreement (Non-Change in Control) for Douglas
    W. Stotlar (Exhibit 99.8 to Con-ways Report on Form 8-K
    filed on December 18, 2009*#).10.66

Form of Severance Agreement (Non-Change in Control) for Stephen
    L. Bruffett (Exhibit 99.9 to Con-ways Report on Form 8-K
    filed on December 18, 2009*#).10.67

Form of Severance Agreement (Non-Change in Control) for Robert
    L. Bianco, Jr. (Exhibit 99.10 to Con-ways Report on Form
    8-K filed on December 18, 2009*#).10.68

Form of Severance Agreement (Non-Change in Control) for John G.
    Labrie (Exhibit 99.11 to Con-ways Report on Form 8-K filed
    on December 18, 2009*#).10.69

Form of Severance Agreement (Non-Change in Control) for Herbert
    J. Schmidt (Exhibit 99.12 to Con-ways Report on Form 8-K
    filed on December 18, 2009*#).10.70

Form of Severance Agreement (Non-Change in Control) for Jennifer
    W. Pileggi.#10.71

Form of Severance Agreement (Non-Change in Control) for Leslie
    P. Lundberg.#10.72

Form of Severance Agreement (Non-Change in Control) for Mark C.
    Thickpenny.#10.73

Form of Severance Agreement (Non-Change in Control) for Kevin S.
    Coel.#10.74

Form of Amendment No. 1 to Severance Agreement (Non-Change in
    Control).#10.75

Form of Non-Change in Control Severance Policy (Con-way Inc. and
    Con-way Enterprise Services, Inc.).#10.76

Form of Non-Change in Control Severance Policy (Con-way
    Affiliates).#(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. 2010 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. 91