Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to___

Commission File Number: 1-05046

Con-way Inc.

(Exact name of registrant as specified in its charter)



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



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

Registrant’s telephone number, including area code: (734) 757-1444

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

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

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

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

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

The number of shares of common stock, $0.625 par value, outstanding as of March 31, 2015 was 57,629,692.



Table of Contents

Item		Page
PART 1. FINANCIAL INFORMATION
1.	Financial Statements
	Consolidated Balance Sheets - March 31, 2015 and December 31, 2014	1
	Statements of Consolidated Income - Three Months Ended March 31, 2015 and 2014	3
	Statements of Consolidated Comprehensive Income - Three Months Ended March 31, 2015 and 2014	4
	Statements of Consolidated Cash Flows - Three Months Ended March 31, 2015 and 2014	5
	Notes to Consolidated Financial Statements	6
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
3.	Quantitative and Qualitative Disclosures About Market Risk	22
4.	Controls and Procedures	23

PART II. OTHER INFORMATION
1.	Legal Proceedings	24
1A.	Risk Factors	24
2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
6.	Exhibits	24
	Signatures	25

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Con-way Inc.

Consolidated Balance Sheets



	March 31,			December 31,
	2015			2014
(Dollars in thousands)	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	432,365		$	432,759
Marketable securities	8,285			8,285
Trade accounts receivable, net	690,515			649,086
Other accounts receivable	51,752			70,305
Operating supplies, at lower of average cost or market	21,681			23,664
Prepaid expenses and other current assets	74,903			63,344
Deferred income taxes	13,901			13,957
Total Current Assets	1,293,402			1,261,400

Property, Plant and Equipment
Land	192,490			192,490
Buildings and leasehold improvements	857,767			856,037
Revenue equipment	1,921,101			1,902,358
Other equipment	356,580			362,341
	3,327,938			3,313,226
Accumulated depreciation	(1,681,521		)	(1,659,015		)
Net Property, Plant and Equipment	1,646,417			1,654,211

Other Assets
Deferred charges and other assets	32,245			31,826
Capitalized software, net	28,485			26,208
Employee benefits	18,392			18,110
Intangible assets, net	5,695			6,284
Goodwill	337,336			337,579
	422,153			420,007
Total Assets	$	3,361,972		$	3,335,618

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



	1

Con-way Inc.

Consolidated Balance Sheets



	March 31,			December 31,
	2015			2014
(Dollars in thousands, except per share data)	(Unaudited)
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	$	405,471		$	349,995
Accrued liabilities	250,512			257,943
Federal and other income taxes	966			—
Self-insurance accruals	111,961			117,783
Short-term borrowings	1,862			1,736
Current maturities of capital leases	13,298			14,663
Total Current Liabilities	784,070			742,120

Long-Term Liabilities
Long-term debt	719,342			719,303
Long-term obligations under capital leases	9,765			10,587
Self-insurance accruals	147,381			151,257
Employee benefits	231,363			239,368
Other liabilities and deferred credits	33,235			34,356
Deferred income taxes	244,527			242,789
Total Liabilities	2,169,683			2,139,780

Commitments and Contingencies (Note 9)

Shareholders' Equity
Common stock ($0.625 par value; authorized 100,000,000 shares; issued 66,303,416 and 65,782,041 shares, respectively)	41,427			41,101
Additional paid-in capital, common stock	715,594			706,756
Retained earnings	1,164,938			1,151,791
Cost of repurchased common stock (8,673,724 and 8,112,141 shares, respectively)	(374,138		)	(349,401		)
Accumulated other comprehensive loss	(355,532		)	(354,409		)
Total Shareholders' Equity	1,192,289			1,195,838
Total Liabilities and Shareholders' Equity	$	3,361,972		$	3,335,618

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



	2

Con-way Inc.

Statements of Consolidated Income

(Unaudited)



	Three Months Ended
	March 31,
(Dollars in thousands, except per share data)	2015			2014
Revenue	$	1,372,431		$	1,368,843

Costs and Expenses
Salaries, wages and employee benefits	564,307			537,252
Purchased transportation	331,934			332,985
Other operating expenses	167,105			162,236
Fuel and fuel-related taxes	86,903			136,702
Depreciation and amortization	59,963			59,611
Purchased labor	40,510			42,220
Rents and leases	35,927			33,959
Maintenance	33,855			30,816
	1,320,504			1,335,781
Operating Income	51,927			33,062

Other Income (Expense)
Investment income	165			161
Interest expense	(13,277		)	(13,306		)
Miscellaneous, net	(2,420		)	(695		)
	(15,532		)	(13,840		)
Income before Income Tax Provision	36,395			19,222
Income Tax Provision	14,603			6,329
Net Income	$	21,792		$	12,893

Weighted-Average Common Shares Outstanding
Basic	57,634,382			56,957,433
Diluted	58,222,166			57,540,068
Earnings per Common Share
Basic	$	0.38		$	0.23
Diluted	$	0.37		$	0.22
Cash Dividends Declared per Common Share	$	0.15		$	0.10

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



	3

Con-way Inc.

Statements of Consolidated Comprehensive Income

(Unaudited)



	Three Months Ended
	March 31,
(Dollars in thousands)	2015			2014
Net Income	$	21,792		$	12,893

Other Comprehensive Income (Loss):
Foreign currency translation adjustment	(3,064		)	122
Employee benefit plans
Amortization of net actuarial loss included in net periodic benefit expense or income, net of deferred tax of $1,285 and $794, respectively	2,069			1,243
Amortization of prior-service credit included in net periodic benefit expense or income, net of deferred tax of $80 and $122, respectively	(128		)	(189		)
	1,941			1,054
Total Other Comprehensive Income (Loss)	(1,123		)	1,176
Comprehensive Income	$	20,669		$	14,069

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



	4

Con-way Inc.

Statements of Consolidated Cash Flows

(Unaudited)



	Three Months Ended
	March 31,
(Dollars in thousands)	2015			2014
Cash and Cash Equivalents, Beginning of Period	$	432,759		$	484,502
Operating Activities
Net income	21,792			12,893
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization, net of accretion	60,048			59,409
Non-cash compensation and employee benefits	8,996			4,761
Increase in deferred income taxes	648			1,709
Provision for uncollectible accounts	344			439
Loss (gain) from sales of property and equipment, net	643			(1,211		)
Changes in assets and liabilities:
Receivables	(41,820		)	(87,887		)
Prepaid expenses	(11,236		)	(18,051		)
Accounts payable	47,497			34,843
Accrued variable compensation	(44,931		)	(26,787		)
Accrued liabilities, excluding accrued variable compensation and employee benefits	39,008			35,301
Self-insurance accruals	(12,256		)	13,546
Accrued income taxes	21,843			1,608
Employee benefits	(10,419		)	(33,860		)
Other	(11,281		)	(1,256		)
Net Cash Provided by (Used in) Operating Activities	68,876			(4,543		)
Investing Activities
Capital expenditures	(44,945		)	(70,478		)
Software expenditures	(4,018		)	(2,637		)
Proceeds from sales of property and equipment	3,025			5,842
Net Cash Used in Investing Activities	(45,938		)	(67,273		)
Financing Activities
Payment of capital leases	(2,187		)	(2,866		)
Net proceeds from short-term borrowings	121			286
Proceeds from exercise of stock options	559			824
Excess tax benefit from share-based compensation	2,775			505
Payments of common dividends	(8,645		)	(5,703		)
Repurchases of common stock	(15,955		)	—
Net Cash Used in Financing Activities	(23,332		)	(6,954		)
Decrease in Cash and Cash Equivalents	(394		)	(78,770		)
Cash and Cash Equivalents, End of Period	$	432,365		$	405,732

Supplemental Disclosure
Cash paid (refunded) for income taxes, net	$	(11,140	)	$	2,554
Cash paid for interest	$	15,686		$	15,735
Non-cash Investing and Financing Activities
Property, plant and equipment acquired through increase in current liabilities	$	11,705		$	—
Repurchases of common stock included in current liabilities	$	1,323		$	—
Property, plant and equipment acquired through partial non-monetary exchanges	$	—		$	2,518
Property, plant and equipment acquired through capital lease	$	—		$	3,810

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



	5

Con-way Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Principal Accounting Policies

Organization

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

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2014 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way’s financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings per Share ("EPS")

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



	Three Months Ended March 31,
(Dollars in thousands, except per share data)	2015		2014
Numerator:
Net income	$	21,792	$	12,893
Denominator:
Weighted-average common shares outstanding - Basic	57,634,382		56,957,433
Stock options and nonvested stock	587,784		582,635
Weighted-average common shares outstanding - Diluted	58,222,166		57,540,068

Diluted EPS	$	0.37	$	0.22
Anti-dilutive stock options excluded from the calculation of diluted EPS	287,050		899,241

New Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." This ASU, codified in the "Revenue Recognition" topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. In April 2015, the FASB proposed a one-year deferral of the effective date for this ASU which, if approved, will become effective for fiscal years, and the interim periods within those years, beginning after December 15, 2017. If the one-year deferral is approved, Con-way plans to adopt this standard in the first quarter of 2018. Con-way is currently evaluating the method of application and the potential impact on the financial statements and related disclosures.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This ASU, codified in the "Interest - Imputation of Interest" topic of the FASB Accounting Standards Codification, reduces the complexity of the balance sheet presentation for debt-related disclosures. Under this ASU, debt issuance costs will be recognized as a direct



	6

deduction from the carrying amount of the related debt liability, rather than an asset. The accounting guidance in ASU 2015-03 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Con-way plans to adopt this ASU in the first quarter of 2016. As of March 31, 2015 and December 31, 2014, Con-way had $4.0 million and $4.1 million, respectively, of debt issuance costs related to its 7.25% Senior Notes due 2018 and 6.70% Senior Debentures due 2034. In accordance with the guidance, Con-way would reclassify these costs from deferred charges and other assets to long-term debt in the consolidated balance sheets.

2. Goodwill and Intangible Assets

Goodwill

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



(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Goodwill	$	55,695		$	464,598		$	727	$	521,020
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2013	7,459			329,785			727		337,971

Change in foreign currency exchange rates	(392		)	—			—		(392		)

Goodwill	55,303			464,598			727		520,628
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at December 31, 2014	7,067			329,785			727		337,579

Change in foreign currency exchange rates	(243		)	—			—		(243		)

Goodwill	55,060			464,598			727		520,385
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
Balances at March 31, 2015	$	6,824		$	329,785		$	727	$	337,336

Intangible Assets

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was $0.6 million for the first quarter of 2015 compared to $0.6 million for the same period of 2014. Intangible assets consisted of the following:



	March 31, 2015				December 31, 2014
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	23,088	$	17,393	$	23,088	$	16,804

Con-way's customer-relationship intangible asset relates to the Con-way Truckload business unit. Estimated future amortization expense is presented for the years ended December 31, in the following table:



(Dollars in thousands)
Remaining nine months of 2015	$	1,767
2016	2,356
2017	1,572



	7

3. Segment Reporting

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


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


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


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

Financial Data

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



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Revenue from External Customers
Freight	$	846,634		$	836,329
Logistics	398,179			389,372
Truckload	125,767			140,597
Corporate and Eliminations	1,851			2,545
	$	1,372,431		$	1,368,843
Revenue from Internal Customers
Freight	$	8,978		$	11,698
Logistics	18,891			16,993
Truckload	12,958			15,413
Corporate and Eliminations	18,290			14,390
	$	59,117		$	58,494
Operating Income (Loss)
Freight	$	37,376		$	18,565
Logistics	8,616			6,174
Truckload	7,561			6,380
Corporate and Eliminations	(1,626		)	1,943
	$	51,927		$	33,062

4. Fair-Value Measurements

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

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

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

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



	8

Financial Assets Measured at Fair Value on a Recurring Basis

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



	March 31, 2015
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	375,586	$	63,092	$	312,494	$	—
Marketable securities	$	8,285	$	—	$	8,285	$	—



	December 31, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	385,548	$	63,092	$	322,456	$	—
Marketable securities	$	8,285	$	—	$	8,285	$	—

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

Money-market funds reflect their published net asset value and are classified as Level 1 instruments. Commercial paper, certificates of deposit and variable-rate demand notes are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. At March 31, 2015, the weighted-average days to maturity of the cash equivalents and marketable securities was less than one month. Based on their short maturities, the carrying amount of the cash equivalents and marketable securities approximates their fair value.

5. Shareholders' Equity

Accumulated Other Comprehensive Loss

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



(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2014	$	(3,155	)	$	(351,254	)	$	(354,409	)
Other comprehensive loss before reclassifications	(3,064		)	—			(3,064		)
Amounts reclassified from accumulated other comprehensive loss	—			1,941			1,941
Balances at March 31, 2015	$	(6,219	)	$	(349,313	)	$	(355,532	)



(Dollars in thousands)	Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2013	$	(424	)	$	(269,107	)	$	(269,531	)
Other comprehensive income before reclassifications	122			—			122
Amounts reclassified from accumulated other comprehensive loss	—			1,054			1,054
Balances at March 31, 2014	$	(302	)	$	(268,053	)	$	(268,355	)

See Note 6, "Employee Benefit Plans" for additional information concerning Con-way's employee benefit plans, including amounts reported for net periodic benefit expense or income.

Common Stock Repurchase Program

During the first quarter of 2015, Con-way repurchased 370,000 shares of common stock under its $150 million stock repurchase plan. As of March 31, 2015, Con-way had acquired a total of 725,000 shares of common stock under this repurchase plan.



	9

6. Employee Benefit Plans

In the periods presented, certain employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including defined benefit pension plans, defined contribution retirement plans and a postretirement medical plan. See Note 9, "Employee Benefit Plans," of Item 8, "Financial Statements and Supplementary Data," in Con-way’s 2014 Annual Report on Form 10-K for additional information concerning its employee benefit plans.

Defined Benefit Pension Plans

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



	Qualified Pension Plans
	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Interest cost on benefit obligation	$	18,181		$	18,871
Expected return on plan assets	(21,740		)	(23,327		)
Amortization of actuarial loss	3,123			2,475
Amortization of prior-service costs	405			404
Settlement loss	60			—
Net periodic benefit expense (income)	$	29		$	(1,577	)



	Non-Qualified Pension Plan
	Three Months Ended March 31,
(Dollars in thousands)	2015		2014
Interest cost on benefit obligation	$	796	$	862
Amortization of actuarial loss	296		219
Amortization of prior-service costs	1		1
Net periodic benefit expense	$	1,093	$	1,082

Con-way expects to make contributions of approximately $30 million to its qualified pension plans in 2015, including $5.7 million contributed through March 2015.

Defined Contribution Retirement Plans

Con-way’s cost for defined contribution retirement plans was $14.4 million in the first quarter of 2015 compared to $13.6 million in the same period of 2014.

Postretirement Medical Plan

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



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Service cost	$	293		$	271
Interest cost on benefit obligation	645			672
Amortization of actuarial gain	(65		)	(657		)
Amortization of prior-service credit	(614		)	(716		)
Net periodic benefit expense (income)	$	259		$	(430	)



	10

7. Share-Based Compensation

Under the terms of its share-based compensation plans, Con-way grants various types of share-based compensation awards to employees and directors. The plans provide for awards in the form of nonvested stock (also known as restricted stock), performance-share plan units, stock options and stock appreciation rights ("SARs"). See Note 10, "Share-Based Compensation," of Item 8, "Financial Statements and Supplementary Data," in Con-way’s 2014 Annual Report on Form 10-K for additional information concerning its share-based compensation awards. The following expense was recognized for share-based compensation:



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Salaries, wages and employee benefits	$	5,286		$	3,330
Deferred income tax benefit	(2,025		)	(1,299		)
Net share-based compensation expense	$	3,261		$	2,031

At March 31, 2015 and December 31, 2014, Con-way had recognized accrued liabilities for cash-settled SARs of $1.7 million and $2.2 million, respectively, using a weighted-average fair value per SAR of $15.72 and $20.97, respectively.

8. Income Taxes

Con-way's effective tax rates for the first quarter of 2015 and 2014 were 40.1% and 32.9%, respectively. The customary relationship between income tax expense and pretax income was affected by discrete adjustments. The effective tax rate in the first quarter of 2015 included discrete tax charges of $0.1 million. The effective tax rate in the first quarter of 2014 included a discrete tax benefit of $1.3 million, which related primarily to the expiration of the statute of limitations on uncertain tax positions.

9. Commitments and Contingencies

Service Contracts

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

California Wage and Hour

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

Con-way challenged the certification of the class in this case, and further contends that plaintiffs' claims are preempted by federal law and not substantiated by the facts. Con-way has denied any liability with respect to these claims and intends to vigorously defend itself in this case. There are multiple factors that prevent Con-way from being able to estimate the amount of potential loss, if any, that may result from this matter, including: (1) Con-way is vigorously defending itself and believes that it has a number of meritorious legal defenses; and (2) at this stage in the case, there are unresolved questions of fact that could be important to the resolution of this matter.

Unclaimed-Property Audits

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



	11

Other

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



	12

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

Introduction

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

•Overview of Business

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Policies and Estimates

•New Accounting Standards

•Forward-Looking Statements

Overview of Business

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

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

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

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



	13

Results of Operations

The overview below provides a high-level summary of Con-way’s results of operations for the periods presented and is intended to provide context for the remainder of the discussion on reporting segments. Refer to "Reporting Segment Review" below for more complete and detailed discussion and analysis. Except as otherwise specified, comparisons throughout "Results of Operations" are between the first quarter of 2015 and the first quarter of 2014.



	Three Months Ended March 31,
(Dollars in thousands, except per share data)	2015			2014
Revenue	$	1,372,431		$	1,368,843

Operating expenses	1,320,504			1,335,781
Operating income	51,927			33,062
Other income (expense)	(15,532		)	(13,840		)
Income before income tax provision	36,395			19,222
Income tax provision	14,603			6,329
Net income	$	21,792		$	12,893

Diluted earnings per common share	$	0.37		$	0.22

Overview

Con-way's consolidated revenue increased 0.3% in the first quarter due to increased revenue from Logistics and Freight, offset by decreased revenue at Truckload. Revenue at Logistics increased as a result of growth in both warehouse-management and transportation-management services. Revenue at Freight increased primarily due to higher base freight rates, partially offset by decreases in fuel-surcharge revenue and weight per day. Truckload's revenue decreased due to lower fuel-surcharge revenue and lower loaded miles, partially offset by an increase in revenue per loaded mile.

Con-way's consolidated operating income increased 57.1% in the first quarter, due to higher operating income at all three reporting segments.

Con-way's effective tax rates for the first quarter of 2015 and 2014 were 40.1% and 32.9%, respectively. Both years included discrete tax adjustments that impacted the effective tax rates, as more fully discussed in Note 8, "Income Taxes," of Item 1, "Financial Statements."

Reporting Segment Review

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



	14

Freight

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



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Revenue before inter-segment eliminations	$	855,612		$	848,027

Salaries, wages and employee benefits	415,073			392,371
Purchased transportation	130,315			138,574
Other operating expenses	126,076			121,615
Fuel and fuel-related taxes	62,470			95,080
Depreciation and amortization	37,276			36,670
Purchased labor	8,372			11,450
Rents and leases	12,857			11,312
Maintenance	25,797			22,390
Total operating expenses	818,236			829,462
Operating income	$	37,376		$	18,565

Operating margin	4.4		%	2.2		%



	2015 vs. 2014
Selected Operating Statistics
Weight per day	-1.4	%
Revenue per hundredweight ("yield")	+3.6	%
Shipments per day	+0.9	%
Weight per shipment	-2.3	%

Freight's revenue increased 0.9% in the first quarter of 2015 due to a 3.6% increase in yield, partially offset by a 1.4% decrease in weight per day and half-day decrease in the number of working days. The decrease in weight per day reflects a 2.3% decrease in weight per shipment, partially offset by a 0.9% increase in shipments per day. Improved yields benefited from revenue-management initiatives, including lane-based pricing, intended to increase operating margins by improving the composition of freight in the network. Higher yields include the effect of general rate increases that were effective on March 31 and October 27 of 2014. These general rate increases apply to customers with pricing governed by Con-way Freight's standard tariff, which accounts for approximately 25% of Freight's revenue. Competitive, economic and other factors impact the extent to which general rate increases are retained over time.

Yield excluding fuel surcharges increased 8.6% in the first quarter of 2015. Fuel-surcharge revenue decreased to 13.6% of revenue in the first quarter of 2015 from 17.7% in the same period of prior year. Fuel surcharges are only one part of Con-way Freight's overall rate structure, and the total price that Con-way Freight receives from customers for its services is governed by market forces, as more fully discussed below in Item 3, "Quantitative and Qualitative Disclosures About Market Risk – Fuel."

Freight's operating income increased $18.8 million in the first quarter of 2015. Operating income benefited from revenue-management and linehaul-optimization initiatives as well as lower operating expenses. Operating income in the quarter improved despite higher driver wages and benefits from the previously-announced driver pay increase, which went into effect January 1. These increased costs more than offset the benefit derived from lower weather-related expenses compared to the first quarter of 2014.

Expenses for salaries, wages and employee benefits increased 5.8% in the first quarter of 2015 due to an 8.6% increase in salaries and wages (excluding variable compensation), partially offset by a 2.8% decrease in employee benefits. Salaries and wages (excluding variable compensation) increased primarily due to annual salary and wage rate increases and increased miles driven by company drivers. Employee benefits expense decreased due primarily to lower costs for employee medical benefits. The decrease in cost for employee medical benefits was due to decreases in the number of claims and the cost per claim. Comparative changes in expenses for salaries, wages and employee benefits were affected by the timing of salary and wage rate increases. In January 2015, Con-way Freight implemented wage rate increases for drivers that included adjustments to ensure Con-way Freight's pay structures are competitive and market-based. The overall amount and timing of the increase are also designed to improve Con-way Freight's ability to attract and retain professional drivers in the context of an industry-wide driver



	15

shortage. As a result of these adjustments, management expects 2015 expense for driver wages and benefits to increase $60 million over 2014. In recent years, the comparable year-over-year impact of an annual driver wage increase has been approximately half this amount. Approximately $18 million of the expected $60 million increase occurred in the first quarter of 2015.

Purchased transportation expense decreased 6.0% in the first quarter of 2015 due to decreases in fuel prices and the number of third-party miles, partially offset by higher carrier base rates. The decrease in third-party miles is the result of Con-way Freight's ongoing linehaul-optimization initiative.

Other operating expenses increased 3.7% in the first quarter of 2015 primarily due to higher expenses for professional services.

Expense for fuel and fuel-related taxes decreased 34.3% in the first quarter of 2015 due to decreased cost per gallon of diesel fuel.

Purchased labor expense decreased 26.9% in the first quarter of 2015 primarily due to transitioning freight-handling functions from this source of labor to Con-way Freight employees.

Logistics

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



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Revenue before inter-segment eliminations	$	417,070		$	406,365
Purchased transportation	(226,915		)	(223,875		)
Net revenue	190,155			182,490

Salaries, wages and employee benefits	73,035			70,615
Other operating expenses	51,332			50,709
Fuel and fuel-related taxes	247			293
Depreciation and amortization	3,161			2,838
Purchased labor	30,138			28,830
Rents and leases	22,800			22,160
Maintenance	826			871
Total operating expenses excluding purchased transportation	181,539			176,316
Operating income	$	8,616		$	6,174

Operating margin on revenue	2.1		%	1.5		%
Operating margin on net revenue	4.5		%	3.4		%

Logistics' revenue increased 2.6% in the first quarter of 2015 primarily due to a 4.0% increase in revenue from warehouse-management services and a 1.9% increase in revenue from transportation-management services. Increased revenue from warehouse-management and transportation-management are primarily related to increased volumes at existing customers, partially offset by scope reductions for certain customer contracts.

Logistics' net revenue increased 4.2% in the first quarter of 2015. Growth in net revenue resulted primarily from increased revenue from warehouse-management services. Transportation-management services also contributed to the growth in net revenue as revenue grew at a higher rate than the related increase in purchased transportation expense.

Logistics' operating income increased 39.6% in the first quarter of 2015. Increased operating income was largely due to revenue growth and improved margins from transportation-management services.

Expenses for salaries, wages and employee benefits increased 3.4% in the first quarter of 2015 due largely to a $1.4 million increase in variable compensation and a 2.5% increase in salaries and wages. The increase in variable compensation was based



	16

primarily on variations in performance relative to variable compensation plan targets. Salaries and wages increased due to increased headcount in response to growth from existing warehouse-management customers.

Purchased labor expense increased 4.5% in the first quarter of 2015 primarily due to expansions at existing warehouse-management contracts.

Truckload

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



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Freight revenue	$	112,217		$	115,413
Fuel-surcharge revenue	20,948			34,922
Other revenue	5,560			5,675
Revenue before inter-segment eliminations	138,725			156,010

Salaries, wages and employee benefits	49,565			50,279
Purchased transportation	15,232			14,371
Other operating expenses	15,675			17,094
Fuel and fuel-related taxes	24,170			41,300
Depreciation and amortization	17,125			17,150
Purchased labor	203			281
Rents and leases	328			409
Maintenance	8,866			8,746
Total operating expenses	131,164			149,630
Operating income	$	7,561		$	6,380

Operating margin on revenue	5.5		%	4.1		%
Operating margin on revenue excluding fuel-surcharge revenue	6.4		%	5.3		%



	2015 vs. 2014
Selected Operating Statistics
Freight revenue per loaded mile	+2.7	%
Loaded miles	-5.3	%

Truckload's revenue decreased 11.1% in the first quarter of 2015 primarily due to a 40.0% decrease in fuel-surcharge revenue and a 2.8% decrease in freight revenue. Fuel-surcharge revenue decreased primarily due to decreased cost per gallon of diesel fuel and fewer loaded miles. The decrease in freight revenue is due to a 5.3% decrease in loaded miles, partially offset by a 2.7% increase in revenue per loaded mile. The decrease in loaded miles that resulted from lower tractor productivity was a result of an industry-wide driver shortage, which increased the number of unassigned tractors.

Truckload's operating income increased 18.5% in the first quarter of 2015, reflecting a decrease in operating expenses and an increase in freight revenue per loaded mile.

Expenses for salaries, wages and employee benefits decreased 1.4% in the first quarter of 2015 due to a 2.5% decrease in salaries and wages (excluding variable compensation). The decrease in salaries and wages (excluding variable-compensation expense) was due to fewer miles driven by company drivers, partially offset by annual salary and wage rate increases.

Purchased transportation expense increased 6.0% in the first quarter of 2015 primarily due to increased miles driven by the owner-operator fleet, which was larger in the first quarter of 2015.

Other operating expenses decreased 8.3% in the first quarter of 2015 primarily due to lower costs for vehicular claims, as the first quarter of 2014 included the effect of the adverse development of a prior-year claim.



	17

Expenses for fuel and fuel-related taxes decreased 41.5% in the first quarter of 2015 due to lower cost per gallon of diesel fuel and lower fuel consumption primarily from fewer miles driven by company drivers.

Corporate and Eliminations

Corporate and Eliminations consists of defined benefit pension plans and corporate activities for which the related income or expense was not allocated to the reporting segments, the operating results of Con-way's trailer manufacturer, and eliminations. The table below summarizes components of Corporate and Eliminations other than inter-segment revenue eliminations:



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Revenue before inter-segment eliminations
Trailer manufacturing	$	20,141		$	16,935

Operating income (loss)
Reinsurance activities	202			1,887
Trailer manufacturing	(60		)	(27		)
Corporate properties and other corporate costs	(646		)	(412		)
Defined benefit pension income (expense)	(1,122		)	495
	$	(1,626	)	$	1,943



	18

Liquidity and Capital Resources

Cash and cash equivalents decreased to $432.4 million at March 31, 2015 from $432.8 million at December 31, 2014, as the $45.9 million and $23.3 million used in investing and financing activities, respectively, exceeded the $68.9 million provided by operating activities. Cash used in investing activities primarily reflects capital expenditures. Cash used in financing activities primarily reflects the repurchases of common stock and payments of common dividends. Cash provided by operating activities reflects net income and adjustments for non-cash items, partially offset by changes in assets and liabilities.



	Three Months Ended March 31,
(Dollars in thousands)	2015			2014
Operating Activities
Net income	$	21,792		$	12,893
Non-cash adjustments ¹	70,679			65,107
Changes in assets and liabilities	(23,595		)	(82,543		)
Net Cash Provided by (Used in) Operating Activities	68,876			(4,543		)
Net Cash Used in Investing Activities	(45,938		)	(67,273		)
Net Cash Used in Financing Activities	(23,332		)	(6,954		)
Decrease in Cash and Cash Equivalents	$	(394	)	$	(78,770	)


[1]	"Non-cash adjustments" refer to depreciation, amortization, deferred income taxes, provision for uncollectible accounts and other non-cash income and expenses.

Operating Activities

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

In the first three months of 2015, changes in assets and liabilities used $58.9 million less cash compared to the same prior-year period. In addition, net income and non-cash adjustments collectively provided $14.5 million more operating cash flow in the first three months of 2015 compared to the same prior-year period. Significant comparative changes include receivables, self-insurance accruals, employee benefits, accrued income taxes, accrued variable compensation and accounts payable.

Receivables used $41.8 million during the first three months of 2015 compared to $87.9 million used during the same prior-year period. The use of cash in both periods included the effect of increases in average collection periods from the prior year end, with a relatively larger increase during the first quarter of 2014 resulting in more cash used.

Self-insurance accruals used $12.3 million during the first three months of 2015 compared to $13.5 million provided during the same prior-year period. The decrease in self-insurance accruals is primarily due to lower employee medical and vehicular liabilities.

Employee benefits used $10.4 million in the first three months of 2015, compared to $33.9 million used in the same prior-year period primarily due to a decrease in pension funding contributions. In the first three months of 2015, Con-way contributed $5.7 million to its qualified pension plans, compared to $29.5 million in the first three months of 2014. Con-way expects to make contributions of approximately $30 million to its qualified pension plans in 2015, compared to actual contributions made in 2014 of $142.3 million.

Accrued income taxes provided $21.8 million in the first three months of 2015, compared to $1.6 million provided in the same prior-year period primarily due to an increase in the income tax provision and higher income tax refunds received in the first three months of 2015.

Accrued variable compensation used $44.9 million in the first three months of 2015, compared to $26.8 million used in the same prior-year period. Improved performance relative to variable-compensation plan targets resulted in higher variable-compensation payments in the first three months of 2015 when compared to the same prior-year period.

Accounts payable provided $47.5 million in the first three months of 2015, compared to $34.8 million provided during the same prior-year period. Variations in accounts payable resulted primarily from changes in average payable periods.

Investing Activities

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



	19

Capital expenditures during the first three months of 2015 used $44.9 million in cash compared to $70.5 million of cash used in the same prior-year period. Capital expenditures in both periods related primarily to the acquisition of revenue equipment and the first three months of 2014 reflects a payment for tractors acquired by Con-way Freight in the fourth quarter of 2013.

Financing Activities

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

Repurchases of common stock during the first three months of 2015 used $16.0 million in cash. There were no stock repurchases in the first three months of 2014.

Contractual Cash Obligations

Con-way’s contractual cash obligations as of December 31, 2014 are summarized in Item 7, "Management’s Discussion and Analysis – Liquidity and Capital Resources – Contractual Cash Obligations," of Con-way’s 2014 Annual Report on Form 10-K. In the first three months of 2015, there have been no material changes in Con-way's contractual obligations outside the ordinary course of business.

Capital Resources and Liquidity Outlook

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

Con-way has a $325 million unsecured revolving credit facility that matures on June 28, 2018. The revolving facility is available for cash borrowings and issuance of letters of credit. At March 31, 2015, no cash borrowings were outstanding under the credit facility; however, $102.9 million of letters of credit were outstanding, leaving $222.1 million of available capacity for additional letters of credit or cash borrowings, subject to compliance with financial covenants and other customary conditions of borrowing. At March 31, 2015, Con-way was in compliance with the revolving credit facility’s financial covenants and expects to remain in compliance.

Con-way had other uncommitted unsecured credit facilities totaling $47.0 million at March 31, 2015, which are available to support short-term borrowings, letters of credit, bank guarantees and overdraft facilities. At March 31, 2015, $1.9 million of cash borrowings and $20.3 million in other credit commitments were outstanding leaving $24.8 million of available capacity.

See "Forward-Looking Statements" below and Item 1A, "Risk Factors," and Note 5, "Debt and Other Financing Arrangements," of Item 8, "Financial Statements and Supplementary Data," in Con-way’s 2014 Annual Report on Form 10-K for additional information concerning Con-way's $325 million credit facility.

In 2015, Con-way anticipates capital and software expenditures of approximately $300 million, net of proceeds from asset dispositions, which compares to $254.9 million in 2014. During the first three months of 2015, Con-way had $45.9 million of capital and software expenditures, net of proceeds from asset dispositions. Con-way’s actual 2015 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment.

At March 31, 2015, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB-), and Moody’s (Baa3). Standard and Poor's, Fitch Ratings, and Moody's assigned an outlook of "stable."



	20

Critical Accounting Policies and Estimates

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


•	Defined Benefit Pension Plans


•	Goodwill


•	Income Taxes


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


•	Revenue Recognition


•	Self-Insurance Accruals

There have been no significant changes to the critical accounting policies and estimates disclosed in Con-way’s 2014 Annual Report on Form 10-K.

New Accounting Standards

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

Forward-Looking Statements

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


•	any projections of earnings, revenue, capital and software expenditures, 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 regarding the payment of future dividends;


•	any statements as to the adequacy of reserves;


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


•	any statements regarding future economic conditions or performance;


•	any statements regarding strategic acquisitions; and


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

Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates" or "anticipates" or the negative of those terms or other variations of those terms or comparable terminology or by discussions of strategy, plans or intentions. Such forward-looking statements are necessarily dependent on assumptions, data and methods that may be incorrect or imprecise and there can be no assurance that they will be realized. In that regard, certain important factors, among others and in addition to the matters discussed elsewhere in this document and other reports and documents filed by Con-way with the Securities and Exchange Commission, could cause actual results and other matters to differ materially from those discussed in such forward-looking statements. A detailed description of certain of these risk factors is included in Item 1A, "Risk Factors," of Con-way's 2014 Annual Report on Form 10-K. Any forward-looking statements speak only as of the date the statement is made and are subject to change. Con-way does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.



	21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Interest Rates

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

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

As discussed more fully in "Critical Accounting Policies and Estimates," of Con-way's 2014 Annual Report on Form 10-K, the net periodic benefit expense (income) and the projected benefit obligation for Con-way's defined benefit pension plans depend upon a number of assumptions and factors, the most significant being the discount rate used to measure the present value of pension obligations and the expected rate of return on plan assets for the funded qualified plans.

Fuel

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

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

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

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

Historically, Con-way Freight's fuel-surcharge program has enabled it to more than offset changes in fuel costs and fuel-related volatility in purchased transportation costs. However, market conditions for fuel can impact Con-way Freight's ability to fully absorb and recover such changes under its fuel-surcharge program over time. Con-way Freight also modifies its fuel-surcharge program from time to time in response to market conditions and industry dynamics. Such modifications can impact the extent of fuel-surcharge revenue collected or the volatility of fuel surcharges imposed under the program. As a result, Con-way Freight may be adversely affected to the extent fuel price changes or pricing volatility impacts Con-way Freight's ability to offset such changes with fuel surcharges under its then-current program or base freight rates.

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

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



	22

Foreign Currency

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

ITEM 4. CONTROLS AND PROCEDURES


(a)	Disclosure Controls and Procedures

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


(b)	Internal Control Over Financial Reporting

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



	23

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Certain legal proceedings of Con-way are discussed in Note 9, "Commitments and Contingencies," of Item 1, "Financial Statements."

ITEM 1A. RISK FACTORS

There are no material changes to the risk factors previously disclosed in Item 1A, "Risk Factors," of Con-way’s 2014 Annual Report on Form 10-K.

ITEM 2. UNREGISTERD SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) The following table provides information on shares of common stock repurchased by Con-way during the quarter ended March 31, 2015:

ISSUER PURCHASES OF EQUITY SECURITIES



Period	Total Number of Shares (or Units) Purchased ¹	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs ¹	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs¹
January 1, 2015 - January 31, 2015	100,000	$	44.74	100,000	$	128,667,150
February 1, 2015 - February 28, 2015	140,000	43.05		140,000	122,640,150
March 1, 2015 - March 31, 2015	130,000	44.77		130,000	116,820,050
	370,000	$	44.15	370,000	$	116,820,050


[1]	In June 2014, Con-way announced that its Board of Directors had authorized a program to repurchase up to $150 million of Con-way's common stock in open market purchases or in privately negotiated transactions from time to time in such amounts as management determines.

ITEM 6. EXHIBITS



Exhibit No.

(10)	Material Contracts:
	10.1	Form of Restricted Stock Unit Grant Agreement#.
	10.2	Form of Performance Share Plan Unit Grant Agreement#.
(31)	Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)	Interactive Data File:
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Footnote to Exhibit Index
#	Designates a contract or compensation plan for Management or Directors.



	24

SIGNATURES

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



			Con-way Inc.
			(Registrant)

Date:	April 29, 2015	By:	/s/ Stephen L. Bruffett
			Stephen L. Bruffett
			Executive Vice President and Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)



	25

Exhibit 10.1

CON-WAY INC.

GLOBAL RESTRICTED STOCK UNIT GRANT AGREEMENT

THIS AGREEMENT, including Appendix A, granted on the __^th day of ______, 2015 (“Grant Date”), by Con-way Inc., a Delaware corporation (hereinafter called “Company”) to Participant.

WITNESSETH:

WHEREAS, the Company has adopted the Con-way Inc. 2012 Equity and Incentive Plan, as amended from time to time (as so amended, the “Plan”), which Plan is incorporated into this Agreement by reference;

WHEREAS, the Company encourages employees and non-employee directors to own securities of the Company and thereby align their interests more closely with the interests of the other stockholders of the Company, desires to motivate Participant by providing Participant with a direct interest in the Company’s attainment of its financial goals, and desires to provide a financial incentive that will help attract, motivate and retain the most qualified employees and non-employee directors; and

WHEREAS, the Company has determined that it would be to the advantage and interest of the Company and its stockholders to issue to Participant the Restricted Stock Units (as defined below) provided for in this Agreement as an incentive for increased efforts and successful achievements;

NOW, THEREFORE, the Company hereby grants to Participant the Restricted Stock Units provided for in this Agreement upon the following terms and conditions:


1.	Defined Terms. Except as otherwise indicated herein, all capitalized terms used in this Agreement without definition shall have the meanings given to such terms in the Plan.

Restricted Stock Units. As of the Grant Date, the Company hereby grants that number of restricted stock units to Participant as set forth in the “Summary of Grant/Award” on the online award acceptance page of the Company’s designated broker with respect to the Company’s shares of Common Stock (hereinafter called the “Stock”), pursuant to Section 11 of the Plan (hereinafter called the “Restricted Stock Units”), subject to the requirement that Participant remains in Continuous Service at all times during the period from the Grant Date through the applicable vesting date for such Restricted Stock Units as set forth in Section 3. As used herein, “Continuous Service” means (i) an Employee or Director or (ii) an Employee who is on an authorized medical, Disability or other leave from the Company or an Affiliate. The number of Restricted Stock Units granted hereunder will be adjusted from time to time for changes in capitalization, as provided in the Plan.


3.	Vesting; Settlement.

(a)

Subject to subsections (b), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3^rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.


(b)	A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:


(1)	Participant’s death; or


(2)	Termination of employment due to Disability.

Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36.

(c)

If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.

(d)

(1) Upon a Change in Control (other than a Change in Control that constitutes a “Disposition of a Business Unit”), the Restricted Stock Units shall be converted, assumed or replaced with equivalent restricted stock units or rights (“Assumed”) by the surviving corporation, the successor corporation or its parent corporation, as applicable (the “Successor Corporation”). If there is a Change in Control (other than a Disposition of a Business Unit) and the Restricted Stock Units are not Assumed, then immediately prior to the Change in Control such Restricted Stock Units shall become fully vested. For purposes of this Paragraph 3(d)(1), the Restricted Stock Units shall be considered Assumed if, following the Change in Control, the restricted stock unit or other right confers the right to receive, for each Restricted Stock Unit subject to the award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in connection with the Change in Control by holders of Stock for each share held on the effective date of the Change in Control (and if holders were offered a choice of consideration, the type of consideration selected by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration received in connection with the Change in Control is not solely common stock of the Successor Corporation, the Committee may, with the consent of the Successor Corporation, provide for the consideration to be received, for each share of Stock subject thereto, to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Stock in connection with the Change in Control.

(2)

If, on the Grant Date, Participant is a party to a Severance Agreement (Change in Control) with the Company or an Affiliate (on the terms, conditions and other provisions, including definitions, as are in effect on the Grant Date and without regard to whether the Severance Agreement (Change in Control) is in effect on the date of a Change in Control or the date Participant’s employment terminates, the “CIC Severance Agreement”), then, if the Restricted Stock Units are Assumed and Participant’s employment terminates and such termination of employment constitutes or would constitute a “Severance” (as defined in the CIC Severance Agreement), the Restricted Stock Units shall become fully vested on the date of Participant’s termination.


(3)	Notwithstanding subsection (2) of this Section 3(d), if the Change in Control constitutes a Disposition of a Business Unit and, as of immediately prior to the Change in Control, Participant is an Employee of the Business Unit that is the subject of the Change in Control and in Continuous Service, then:


(i)	If, immediately following the Change in Control, Participant continues to be employed by the Business Unit (or is employed by the successor company that acquires the Business Unit) and, as a result of the Change in Control, ceases to be an Employee in Continuous Service, then the Restricted Stock Units shall become fully vested on the date of the Change in Control;


(ii)	If, in connection with the Change in Control, Participant ceases to be an Employee in Continuous Service and is not retained by the Business Unit (or employed by the successor company that acquires the Business Unit), then the Restricted Stock Units shall become fully vested on the date of the Change in Control;

(iii)

If, in connection with the Change in Control, Participant ceases to be an employee of the Business Unit but continues to be employed as an Employee in Continuous Service (regardless of whether employed in the same capacity as was employed prior to the Change in Control), then the provisions of subsection (2) of this Section 3(d) shall apply to the Restricted Stock Units (it being understood that a Change in Control will be deemed to have occurred for purposes of subsection (2)).

(4)

Any other provision of this Agreement to the contrary notwithstanding, in the event it is determined by the Company that any vesting of the Restricted Stock Units contemplated by this Section 3(d) would be subject to the Excise Tax (as defined in the CIC Severance Agreement) or would result in the loss of a deduction to the Company or any Affiliate under Section 280G of the Code, the vesting of the Restricted Stock Units may be adjusted as provided in Section 4 of the CIC Severance Agreement.

(e)

(1) If, on the Grant Date, Participant is (i) a party to a Severance Agreement (Non-Change in Control) with the Company or an Affiliate (on the terms, conditions and other provisions, including definitions, as are in effect on the Grant Date and without regard to whether the Severance Agreement (Non-Change in Control) is in effect on the date Participant’s employment is terminated, the “Non-CIC Severance Agreement”) or (ii) eligible to receive severance benefits under the Non-Change in Control Severance Policy (on the terms, conditions and other provisions, including definitions, as are in effect on the Grant Date and without regard to whether the Non-Change in Control Severance Policy is in effect on the date Participant’s employment is terminated, the “Non-CIC Severance Policy”), then if Participant’s employment terminates while Participant is an Employee in Continuous Service and such termination of employment constitutes or would constitute, as applicable, (A) a “Severance” (as defined in the Non-CIC Severance Agreement) or (B) an “Involuntary Termination” (as defined in the Non-CIC Severance Policy), then the Restricted Stock Units shall become vested, on the date of Participant’s termination of employment but only to the extent provided in the Non-CIC Severance Agreement or Non-CIC Severance Policy, as applicable.

(2)

Participant hereby acknowledges and understands that under no event or circumstance shall Participant be entitled to vesting acceleration under this Section 3 to the extent such vesting acceleration exceeds any vesting acceleration that has occurred or will occur under the Non-CIC Severance Agreement or Non-CIC Severance Policy, as applicable. For the avoidance of doubt, in the case of a conflict between the vesting provisions of this Agreement and the vesting provisions of the Non-CIC Severance Agreement or Non-CIC Severance Policy (as applicable), the vesting provisions of the Non-CIC Severance Agreement or Non-CIC Severance Policy, as applicable, shall control.

(f)

Participant shall not be eligible for the vesting acceleration or other benefits provided under subsection (d) or (e) unless Participant (or, in the event of the death of Participant, the executor, personal representative or administrator of Participant’s estate) first executes a written release in the form then maintained by the Company and delivers such release to the Company within the period required under the release, but in any event with 45 days following Participant’s employment termination.

(g)

All Restricted Stock Units (if any) which have not vested shall be automatically, immediately and irrevocably forfeited if Participant ceases to be in Continuous Service for any reason other than as a result of an occurrence described in subsections (b), (c), (d) or (e) above. Upon forfeiture of any Restricted Stock Units, all right, title and interest of Participant in such Restricted Stock Units, and in any distributions contemplated by Section 4 (other than cash dividends received by Participant pursuant to Section 4 prior to such forfeiture), shall thereupon cease; and all right, title and interest in and to such Restricted Stock Units and distributions shall vest in the Company, with no compensation or consideration to Participant.

(h)

Each vested Restricted Stock Unit will be settled by the delivery of one share of Stock to Participant, as soon as practicable, subject to satisfaction of Tax‑Related Items withholding obligations and compliance with securities laws and other applicable laws; provided, however, that to the extent that settlement of the Restricted Stock Units constitutes an item of deferred compensation under Code Section 409A (in the case of U.S. Taxpayers), the Restricted Stock Units shall be settled on the earliest of (i) the vesting date provided in Section 3(a), (ii) within 30 days of the vesting date provided in Section 3(b) or 3(c), (iii) if Section 3(d)(1) applies, within 30 days following a Change in Control that is a “change in control event” within the meaning of Code Section 409A, or (iv) on the 52^nd day following a “separation from service” within the meaning of Code Section 409A under Section 3(d)(2), 3(d)(3) 3(d)(4) or 3(e). Notwithstanding the foregoing, if Participant is U.S. Taxpayer and a “specified employee” (as that term is defined in the Company’s 2005 Deferred Compensation Plan for Executives and Key Employees, or a successor plan) and if the Restricted Stock Units constitute an item of deferred compensation under Code Section 409A, the Restricted Stock Units shall be settled on the earlier of (i) the first day of the seventh month following Participant’s “separation from service” or (ii) 30 days following the date of Participant’s death.


(i)	For avoidance of doubt, only shares of Stock shall be issuable upon the settlement of Restricted Stock Units, not cash. The Company shall not be required to issue fractional shares of Stock upon settlement of the Restricted Stock Units.


(j)	Notwithstanding Section 3(c) above, if the Committee develops a good faith belief that any provision in Section 3(c) may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then the Committee in its sole discretion may choose not to apply such provision to these Restricted Stock Units, nor any Restricted Stock Unit grant in Participant’s jurisdiction.


4.	Dividend Equivalents.


(a)	Participant shall not be entitled to receive Dividend Equivalents with respect to the Restricted Stock Units and Additional Securities (defined below) held by Participant in the event that the Board declares a cash dividend on the Company’s Stock.

(b)

If the Board declares a dividend on the Company’s Stock (other than a cash dividend) including, but not by way of limitation, warrants and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization, Participant will be entitled to Dividend Equivalents equal to the value (as determined by the Committee in its sole discretion) of dividends payable on the same number of shares of Stock as the number of Restricted Stock Units and Additional Securities (as defined below) then held by Participant. Any such Dividend Equivalents will be in the form of additional whole Restricted Stock Units, which Restricted Stock Units shall be subject to the same terms and vesting and payment conditions as the underlying Restricted Stock Units or Additional Securities with respect to which they were issued (such additional Restricted Stock Units being referred to as “Additional Securities”). The number of additional Restricted Stock Units Participant will receive shall be determined by dividing the value (as determined by the Committee in its sole discretion) of dividends payable per share of Stock on a given date by the Fair Market Value per share of Stock on such date (rounded down to the nearest whole share).


5.	Taxes.

(a)

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)

Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Stock to be issued upon settlement of the Restricted Stock Units. In the event that such withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Participant’s acceptance of the Restricted Stock Units, Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on Participant’s behalf a whole number of shares from those shares of Stock issuable to Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

(c)

Participant is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items.

(d)

Finally, Participant agrees to pay to the Company or the Employer, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock, if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.


6.	Committee Decisions Conclusive. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final and binding on all parties.


7.	Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees that:


(a)	the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;


(b)	the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;


(c)	all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;

(d)

the Restricted Stock Unit grant and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);


(e)	Participant is voluntarily participating in the Plan;


(f)	the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;


(g)	the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;


(h)	the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(i)

no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant’s ceasing to be in Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Affiliates or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, its Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j)

terminate effective as of the date that Participant is no longer in Continuous Service as set forth in Section 3 of this Agreement, and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer in Continuous Service for purposes of Participant’s Restricted Stock Unit grant (including whether Participant is on an authorized leave of absence);

(k)

unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and


(l)	the following provisions apply only if Participant is providing services outside the U.S.:

(i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; and

(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement.

No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying shares of Stock. Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

Participant understands that Data will be transferred to Equity Administration Solutions, Inc. (“EASI”) and/or Morgan Stanley Smith Barney (“MSSB”) or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if Participant resides outside the United States, Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the Company, EASI, MSSB and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that if Participant resides outside the United States, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant P

articipant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative.

10.

No Rights as Stockholder Prior to Issuance of Stock; Securities Law Compliance. Participant shall not have any rights as a stockholder of the Company (including any voting rights) by virtue of the grant of Restricted Stock Units hereunder or the vesting of Restricted Stock Units, prior to the time that shares of Stock are issued to Participant in accordance with the terms of this Agreement and the Plan. No shares of Stock shall be issued upon the vesting of Restricted Stock Units unless such shares are either (a) then registered under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. The award of Restricted Stock Units, the vesting of Restricted Stock Units or the settlement of vested Restricted Stock Units under this Agreement must also comply with other applicable laws and regulations, and shares of Stock will not be issued if the Company determines that such issuance would not be in material compliance with such laws and regulations.


11.	Notice. Any notice or other paper required to be given or sent pursuant to the terms of this Agreement or the Plan shall be sufficiently given or served hereunder to any party when transmitted by registered or certified mail, postage prepaid, addressed to the party to be served as follows:



Company:	Con-way Inc.
	2211 Old Earhart Road, Suite 100
	Ann Arbor, Michigan 48105
	Attn: General Counsel



Participant:	At Participant's last address provided by Participant to the Company.

12.

Transferability. Notwithstanding Section 16 of the Plan, none of the unvested Restricted Stock Units, the vested Restricted Stock Units, or any beneficial interest in any of the foregoing, may be transferred prior to settlement in any manner other than by will or by the laws of descent and distribution. The terms of this Agreement shall be binding upon Participant’s executors, administrators, heirs, successors, and transferees.

13.

Amendment; Modification. This Agreement may not be modified or amended, except for a unilateral amendment by the Company that does not materially adversely affect the rights of Participant under this Agreement. No party to this Agreement may unilaterally waive any provision hereof, except in writing. Any such modification, amendment or waiver signed by, or binding upon, Participant, shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement.


14.	Severability. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.


15.	Successors. Except as otherwise expressly provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.


16.	Governing Law. The interpretation, performance, and enforcement of the Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement (including Appendix A, if applicable), the parties hereby submit to and consent to the exclusive jurisdiction of the State of Michigan and agree that such litigation shall be conducted only in the courts located in Washtenaw County, Michigan, or the federal courts for the United States for the Eastern District of Michigan, and no other courts, where this grant is made and/or to be performed.

17.

Governing Plan Document. This award is subject to all the provisions of the Plan, which hereby are incorporated herein, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.


18.	Language. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

19.

Appendix. Notwithstanding any provisions in this Agreement, the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in Appendix A to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.

20.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


21.	Counterparts. This Agreement and any additional agreements (described in Section 22 below) may be executed in counterparts, all of which taken together shall be deemed one original.

22.

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


23.	Code Section 409A.

(i)

For U.S. Taxpayers, notwithstanding anything to the contrary in this Agreement, no settlement of Restricted Stock Units or other payment under this Agreement that constitutes an item of deferred compensation under Code Section 409A and becomes payable by reason of Participant’s termination of employment shall be made to Participant unless Participant’s termination of employment constitutes a “Separation from Service” (within the meaning of Code Section 409A); and

(ii)

The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or delivery of shares of Stock provided under this Agreement are made in a manner that complies with Code Section 409A and the Treasury Regulations and other IRS guidance issued thereunder. It is the Company’s intention that this Agreement and the award of Restricted Stock Units, the vesting of Restricted Stock Units and the settlement of vested Restricted Stock Units hereunder shall comply with Code Section 409A; this Agreement shall be interpreted in a manner consistent with such intention. The Company makes no representation or covenant to ensure that the vesting and delivery of the shares of Stock provided under this Agreement are exempt or compliant with Code Section 409A and will have no liability to Participant or any other party if the vesting or delivery of shares of Stock under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A is not so exempt or compliant or for any action taken by the Company with respect thereto.

24.

Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Restricted Stock Units) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

* * * *

Participant acknowledges that as of the Grant Date, this Agreement (including the country-specific Appendix A, if applicable) and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Stock under the Plan and supersede all prior oral and written agreements on this subject.

By Participant’s electronic acceptance and the signature of the Company’s representative below, Participant and the Company agree that the award of Restricted Stock Units is granted under and governed by the terms and conditions of this Agreement (including the country-specific Appendix A, if applicable) and the Plan. Participant has reviewed and fully understands all provisions of this Agreement (including the country-specific Appendix A) and the Plan in their entirety, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

s Stephen K. Krull

EVP General Counsel & Secretary

APPENDIX A

CON-WAY INC. 2012 EQUITY AND INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT GRANT AGREEMENT

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Appendix A includes additional terms and conditions that govern the Restricted Stock Units granted to Participant under the Con-way Inc. 2012 Equity and Incentive Plan (the “Plan”) if Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix A are defined in the Plan and/or the Global Restricted Stock Unit Grant Agreement (the “Agreement”), and have the meanings set forth therein.

Notifications

This Appendix A also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information noted in this Appendix A as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time that Participant vests in the Restricted Stock Units or sells shares of Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of a particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s situation.

Finally, Participant understands that if he or she is a citizen or resident of a country other than the one in which Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

CANADA

Terms and Conditions

Termination of Employment. This provision replaces section 7(j) “Nature of Grant” of the Agreement:

(j) in the event of termination of Participant’s employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of the earlier of (i) the date Participant is no longer actively providing Continuous Service as set forth in Section 3 of the Agreement or (ii) the date Participant receives notice of termination of employment from the Company or the Employer and will not be extended by notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing Continuous Service for purposes of the Restricted Stock Units.

Notifications

Securities Law Information. Participant is permitted to sell shares of Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Stock acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the stock is listed. The stock is currently listed on the New York Stock Exchange.

MEXICO

Terms and Conditions

Labor Law Acknowledgment. By accepting the Restricted Stock Unit grant, Participant acknowledges that he or she understands

A-1

and agrees that: (a) the Restricted Stock Units are not related to the salary and other contractual benefits provided to Participant by the Employer; and (b) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to Participant.

The Company, with registered offices at 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, is solely responsible for the administration of the Plan and participation in the Plan or the acquisition of shares of Stock does not, in any way, establish an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis and the sole employer is Con-way Truckload de Mexico, S.A. de C.V., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., or Servicios Con-way Mexico, S. de R.L. de C.V., as applicable, nor does it establish any rights between Participant and the Employer.

Plan Document Acknowledgment. By accepting the Restricted Stock Unit grant, Participant acknowledges he or she has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

Participant further acknowledges that having read and specifically and expressly approved the terms and conditions in the Section 7 of the Agreement, in which the following is clearly described and established: (a) participation in the Plan does not constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (c) participation in the Plan is voluntary; and (d) the Company and its Affiliates are not responsible for any decrease in the value of the shares of Stock underlying the Restricted Stock Units.

Finally, Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and Participant therefore grants a full and broad release to the Employer and the Company (including its Affiliates) with respect to any claim that may arise under the Plan.

Spanish Translation

Reconocimiento de la Ley Laboral. Al aceptar las Restricted Stock Units, el Beneficiario reconoce y acepta que: (a) las Unidades no se encuentran relacionadas con su salario ni con otras prestaciones contractuales concedidas por parte del patrón; y (b) cualquier modificación del Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones del empleo del Beneficiario.

Declaración de la Política. La invitación que hace la Compañía bajo el Plan es unilateral y discrecional, por lo que la Compañía se reserva el derecho absoluto de modificar e interrumpir el mismo en cualquier tiempo, sin ninguna responsabilidad para el Beneficiario.

La Compañía, con oficinas ubicadas en 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, es la única responsable de la administración y participación en el Plan, así como de la adquisición de acciones, por lo que de ninguna manera podrá establecerse una relación de trabajo entre el Beneficiario y la Compañía, ya que el Beneficiario participa únicamente en de forma comercial y su único patrón lo es Con-way Truckload de Mexico, S.A. de C.V., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., o Servicios Con-way Mexico, S. de R.L. de C.V.; la participación en el Plan tampoco genera ningún derecho entre el Beneficiario y el Patrón.

Reconocimiento del Plan de Documentos. Al aceptar las Restricted Stock Units, el Beneficiario reconoce que ha recibido una copia del Plan, que lo ha revisado junto con el Convenio, y que ha entendido y aceptado completamente las disposiciones contenidas en el Plan y en el Convenio.

Adicionalmente, al firmar el presente documento, reconoce que ha leído y aprobado de manera expresa y específica los términos y condiciones contenidos en el apartado 7 del Convenio, el cual claramente establece y describe: (a) que la participación en el Plan no constituye un derecho adquirido; (b) que el Plan y la participación en el mismo es ofrecida por la Compañía en forma totalmente discrecional; (c) la participación en el Plan es voluntaria; y (d) que la Compañía, así como sus Afiliadas no son responsables por cualquier detrimento en el valor de las acciones que integran las Restricted Stock Units.

Finalmente, el Beneficiario acepta no reservarse ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y en consecuencia, otorga a su patrón el más amplio y completo finiquito que en derecho proceda, así como a la Compañía, a sus Afiliadas, respecto a cualquier demanda

A-2

que pudiera originarse derivada del Plan.

SINGAPORE

Notifications

Securities Law Information. The Restricted Stock Units are being granted to Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Participant should note that such Restricted Stock Unit grant is subject to section 257 of the SFA and Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the shares of Stock underlying the Restricted Stock Units unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Director Notification Requirement. If Participant is a director, associate director or shadow director of the Company or a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate in writing when Participant receives an interest (e.g., Restricted Stock Units, shares of Stock, etc.) in the Company or any related companies within two days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Stock are sold), or (iii) becoming a director.

A-3

Exhibit 10.2

CON-WAY INC.

GLOBAL PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT

THIS AGREEMENT, including Appendices A and B, granted on the __^th day of ______, 2015 (“Grant Date”), by Con-way Inc., a Delaware corporation (hereinafter called “Company”) to Participant.

WITNESSETH:

WHEREAS, the Company encourages executive officers of the Company and its Affiliates to own securities of the Company and thereby align their interests more closely with the interests of the other stockholders of the Company, desires to motivate Participant by providing Participant with a direct interest in the Company’s attainment of its financial goals, and desires to provide a financial incentive that will help attract and retain the most qualified executive officers; and

WHEREAS, the Company has determined that it would be to the advantage and interest of the Company and its stockholders to issue to Participant the Performance Share Plan Units provided for in this Agreement as an incentive for increased efforts and successful achievements;

NOW, THEREFORE, the Company hereby grants to Participant these Performance Share Plan Units upon the following terms and conditions:


1.	Defined Terms. Except as otherwise indicated herein, all capitalized terms used in this Agreement without definition shall have the meanings given to such terms in the Plan.

Performance Share Plan Units. As of the Grant Date, the Company hereby grants Participant pursuant to Section 11 of the Plan that number of units as set forth in the “Summary of Grant/Award” on the online award acceptance page of the Company’s designated broker (hereinafter called the “Performance Share Plan Units” or “PSPUs”), subject to the achievement of the performance goals described in Section 3 and Participant’s active employment with the Company or an Affiliate at all times during the period from the Grant Date through the applicable Vesting Date for such Performance Share Plan Units as set forth in Section 4. The number of Performance Share Plan Units granted hereunder shall be adjusted from time to time for changes in capitalization, as provided in the Plan.


3.	Performance Goals.

(a)

The issuance of Performance Share Plan Units pursuant to this Agreement shall be subject to the achievement of the performance goals described in this Section 3, which are measured as of the end of the three-year period commencing January 1, 2015 and ending December 31, 2017 (the “Performance Period”). Participant is not required to make a cash payment for the Performance Share Plan Units, although Participant is required to pay all Tax-Related Items as defined in Section 7.

(b)

The number of Performance Share Plan Units available to Participant for vesting pursuant to Section 4 at the end of the Performance Period (the “PSPUs Available for Vesting”) shall be equal to the total number of Performance Share Plan Units granted to Participant under this Agreement, multiplied by the percentage corresponding to the Company’s actual level of achievement of the fixed three-year average EBITDA Growth goals established by the Committee and reflected in the minutes of its January 20, 2015 meeting, and except as set forth in Section 6 hereof, as determined by the Company in its sole discretion. The definition of “EBITDA Growth” (together with other relevant definitions) is set forth on Appendix A attached hereto.


(c)	(i) Upon a Change in Control (other than a Change in Control that constitutes a Disposition of a Business

Unit), the Performance Share Plan Units shall be converted, assumed or replaced with equivalent performance-based restricted stock units or rights (“Assumed”) by the surviving corporation, the successor corporation or its parent corporation, as applicable (the “Successor Corporation”). Notwithstanding the provisions of this Section 3 or 4(a) below, if there is a Change in Control (other than a Disposition of a Business Unit) and the Performance Share Plan Units are not Assumed, then immediately prior to the Change in Control such Performance Share Plan Units shall vest to the extent

provided below and be characterized as PSPUs Available for Vesting and shall be treated as Vested Performance Share Plan Units as provided in Section 4(d) below. The number of Vested Performance Share Plan Units shall be equal to the number of PSPUs that would have been characterized as PSPUs Available for Vesting if the Company had achieved the target levels (i.e., 100%) of the performance goals established by the Committee and reflected in the minutes of its January 20, 2015 meeting. Such Performance Share Plan Units shall be deemed to be PSPUs Available for Vesting for all purposes of this Agreement. For purposes of the settlement provisions of Section 4(d), the date of the Change in Control shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 3(b)(i). For purposes of this Section 3(b)(1), the Performance Share Plan Units shall be considered Assumed if, following the Change in Control, the performance-based restricted stock unit or other right confers the right to receive, for each Performance Share Plan Unit subject to the award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in connection with the Change in Control by holders of Stock for each share held on the effective date of the Change in Control (and if holders were offered a choice of consideration, the type of consideration selected by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration received in connection with the Change in Control is not solely common stock of the Successor Corporation, the Committee may, with the consent of the Successor Corporation, provide for the consideration to be received, for each share of Stock subject thereto, to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Stock in connection with the Change in Control.

(ii)

Notwithstanding the foregoing provisions of this Section 3 or the provisions of Section 4(a) below, in the event (A) the Performance Share Plan Units are Assumed, (B) Participant separates from service by termination of employment by the Company or the Employer (as defined in Section 7) or the Successor Corporation upon or within two years following a Change in Control of the Company (other than a Change in Control that constitutes a Disposition of a Business Unit) and such termination would constitute a “Severance” (as defined in the Severance Agreement (Change in Control) by and between Participant and the Company, the Employer, or an Affiliate (as applicable)) (the “CIC Severance Agreement”) and (C) such Severance occurs during the Performance Period, the Performance Share Plan Units shall vest to the extent provided below and be characterized as PSPUs Available for Vesting and shall be treated as Vested Performance Share Plan Units as provided in Section 4(d) below. Such number of Vested Performance Share Plan Units shall be equal to the number of PSPUs that would have been characterized as PSPUs Available for Vesting if the Company had achieved the target levels (i.e., 100%) of the performance goals established by the Committee and reflected in the minutes of its January 20, 2015 meeting. For purposes of the settlement provisions of Section 4(d), the date of Participant’s Severance shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 3(b)(ii).


(iii)	Notwithstanding the foregoing provisions of this Section 3 or Section 4 below, if the Change in Control constitutes a Disposition of a Business Unit and, as of immediately prior to the Change in Control, Participant is an Employee of the Business Unit that is the subject of the Change in Control and in Continuous Service, then:

(A)

If, immediately following the Change in Control, Participant continues to be employed by the Business Unit (or is employed by the successor company that acquires the Business Unit) and, as a result of the Change in Control, ceases to be an Employee in Continuous Service, then the Performance Share Plan Units shall become vested immediately prior to the Change in Control to the extent provided in Section 3(c)(iii)(D) below;


(B)	If, in connection with the Change in Control, Participant ceases to be an Employee in Continuous Service and is not retained by the Business Unit (or employed by the successor company that acquires the Business Unit), then the Performance Share Plan Units shall become vested immediately prior to the Change in Control to the extent provided in Section 4(c)(iii)(D) below;


(C)	If, in connection with the Change in Control, Participant ceases to be an employee of the Business Unit but continues to be employed as an Employee in Continuous Service (regardless of whether employed in the same capacity as was employed prior to the Change in Control), then the provisions of Section 3(c)(ii) above shall apply to the Performance Share Plan Units

(it being understood that a Change in Control will be deemed to have occurred for purposes of Section 3(c)(ii) above).

(D)

The number of Vested Performance Share Plan Units that vest pursuant to Sections 3(c)(iii)(A) and (B) above shall be equal to the product of (1) the number of Performance Share Plan Units that would have been characterized as PSPUs Available for Vesting if the Company had achieved the target levels (i.e., 100%) of the performance goals established by the Committee and reflected in the minutes of its January 20, 2015 meeting, multiplied by (2) a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of the Change in Control, and the denominator of which is 36. For purposes of the settlement provisions of Section 4(d), the date of the Change in Control shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 3(c)(iii)(A) and (B).


(d)	The issuance of Performance Share Plan Units shall also be subject to any applicable country‑specific provisions set forth on Appendix B attached hereto.


4.	Vesting; Settlement.

The PSPUs Available for Vesting will vest (becoming “Vested Performance Share Plan Units”) on the dates (the “Vesting Dates”) and in the manner set forth in this Section 4, provided that Participant has been an active employee of the Company, or an Affiliate at all times during the period from the Grant Date through the applicable Vesting Date.


(a)	The PSPUs Available for Vesting will become 100% vested on the third anniversary of the Grant Date.

(b)

(i) Notwithstanding the foregoing provisions of Section 4(a), in the event Participant separates from service by termination of employment by the Company or the Employer or their successors and such termination would constitute a Severance upon or within two years following a Change in Control applicable to Participant and such Severance occurs after the end of the Performance Period (and after the date the Company determines whether or not the performance goals have been achieved (as set forth in Section 3(b)) but before all PSPUs Available for Vesting become vested in accordance with Section 4(a) above, all PSPUs Available for Vesting shall fully vest and become Vested Performance Share Plan Units as of the date of the Participant’s Severance. For purposes of the settlement provisions of Section 4(d), the date of Participant’s Severance shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 4(b)(i).

(ii)

Notwithstanding the foregoing provisions of Section 4(a), if a Change in Control occurs after the end of the Performance Period but prior to the date the Company determines whether or not the performance goals have been achieved (as set forth in Section 3(b)), all PSPUs Available for Vesting shall fully vest and become Vested Performance Share Plan Units immediately following the Company’s determination. For purposes of the settlement provisions of Section 4(d), the date of the Change in Control shall be deemed to be the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 4(b)(ii).

(c)

Notwithstanding the foregoing provisions of Section 4(a), in the case of Participant’s death, termination of Participant’s employment with the Company or the Employer, as applicable, as a result of a Disability or upon Participant’s Normal Retirement, a pro rata portion of the PSPUs Available for Vesting shall vest. Such pro rata portion shall equal the number of PSPUs Available for Vesting, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to Participant’s death, Disability or Normal Retirement, and the denominator of which is 36. Such pro rata portion of PSPUs Available for Vesting shall be deemed to be Vested Performance Share Plan Units for all purposes of this Agreement. For purposes of the settlement provisions of Section 4(d), the last day of the Performance Period shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 4(c).

For purposes of this Agreement,

“Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as

applicable) applicable to Participant) equal to at least 85 (the Rule of 85).


(d)	Each Vested Performance Share Plan Unit will be settled by the delivery of one share of Stock to Participant no later than March 15th after the applicable Vesting Date with respect to each such Vested Performance Share Plan Unit, subject to satisfaction of all Tax‑Related Items (as defined in Section 7 below) and compliance with applicable securities and exchange control laws.


(e)	The Company reserves the right to settle Vested Performance Share Plan Units in cash except as to certain jurisdictions set out in Appendix B where Participant’s Performance Share Plan Units shall be settled solely in shares of Stock, not cash.

(f)

Any other provision in this Agreement to the contrary notwithstanding, in the event it is determined by the Company that any vesting of the Performance Share Plan Units contemplated by Section 3 or 4 would be subject to the Excise Tax (as defined in the CIC Severance Agreement) or would result in the loss of a deduction to the Company or any Affiliate under Section 280G of the Code, the vesting of the Performance Share Plan Units may be adjusted as provided in Section 4 of the CIC Severance Agreement.


5.	Forfeiture.

(a)

All Performance Share Plan Units granted hereunder shall be automatically, immediately and irrevocably forfeited (i) if Participant ceases to be an active employee of the Company or an Affiliate for any reason prior to the end of the Performance Period, except as otherwise provided in Section 3(c) above, or (ii) to the extent the Performance Share Plan Units are not characterized as PSPUs Available for Vesting pursuant to Section 3. In addition, except as otherwise provided in Section 3 or 4, all Performance Share Plan Units that have been characterized as PSPUs Available for Vesting pursuant to Section 3 shall be automatically, immediately and irrevocably forfeited if Participant ceases to be an active employee of the Company or an Affiliate for any reason prior to the Vesting Date set forth in Section 4(a).

(b)

Subject to Section 5(d) below, in the event that the Committee determines in good faith within one year following a determination of the PSPUs Available for Vesting pursuant to Section 3 above that the determination as to the achievement of the performance goals was based on incorrect data, which incorrect data would require the restatement of the Company’s financial statements for reasons other than changes in law, accounting principles or fraudulent activities, and that in fact the performance goals had not been achieved or had been achieved to a lesser extent than originally determined and a portion of any Performance Share Plan Units would not have been characterized as PSPUs Available for Vesting given the correct data (with such portion being referred to herein as the “Unearned PSPUs”), then (i) the Unearned PSPUs shall be forfeited and cancelled as provided by the Committee, (ii) any Unearned PSPUs that vested pursuant to Section 4 above and became Vested Performance Share Plan Units shall be forfeited and cancelled as provided by the Committee, and (iii) any Stock (or cash, if applicable) received upon the settlement of such Vested Performance Share Plan Units (or if such Stock was disposed of, the cash equivalent) shall be paid by Participant to the Company upon notice to Participant as provided by the Committee.

(c)

Notwithstanding the provisions of Section 5(b) but subject to the provisions of Section 5(d) below, in the event that the Committee determines in good faith at any time following a determination of the PSPUs Available for Vesting pursuant to Section 3 above that the determination as to the achievement of the performance goals was based on incorrect data, which incorrect data would require the restatement of the Company’s financial statements as a result of fraudulent activities of Participant, and that in fact the performance goals had not been achieved or had been achieved to a lesser extent than originally determined and a portion of any Performance Share Plan Units would not have been characterized as PSPUs Available for Vesting given the correct data (with such portion also being referred to herein as the “Unearned PSPUs”), then (i) any Unearned PSPUs shall be forfeited and cancelled as provided by the Committee, (ii) any Unearned PSPUs that vested pursuant to Section 4 above and became Vested Performance Share Plan Units shall be forfeited and cancelled as provided by the Committee, and (iii) any Stock (or cash, if applicable) received upon the settlement of such Vested Performance Share Plan Units (or if such Stock was disposed of, the cash equivalent) shall be paid by Participant to the Company upon notice to Participant as provided by the Committee.


(d)	Section 5(b) shall apply to Participant only if Participant was an officer as defined in Rule16a-1(f) promulgated under the Securities Exchange Act of 1934 (“Section 16 Officer”) at the time that the incorrect data was used which required the restatement of the Company’s financial statements, and Section 5(c) shall apply to Participant

only if Participant was a Section 16 Officer at the time that the incorrect data was used which required the restatement of the Company’s financial statements as a result of fraudulent activities.

(e)

In addition to Sections 5(b) and 5(c) above, the PSPUs (including PSPUs Available for Vesting and Vested Performance Share Plan Units) granted hereunder will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.


6.	Qualified Performance-Based Compensation


(a)	This Section 6 shall apply to all PSPUs that are intended to be “qualified performance-based compensation” as defined under Code Section 162(m).


(b)	The performance goals with respect to the PSPUs must be pre-established in writing not later than 90 days after the commencement of the period of service to which the performance goals relate, provided that the outcome is substantially uncertain at the time the criteria are established.

(c)

The achievement of the performance goals (as described in Section 3) will be certified by the Committee within two and one-half months after the end of the Performance Period. The determination of the Committee regarding the extent to which the performance goals have been achieved shall be based on the audited financial statements of the Company and shall be final, conclusive and binding on Participant. No PSPUs subject to this Section 6 shall be settled unless and until Committee certification is first obtained.

(d)

The Committee shall have the authority to make equitable adjustments to the performance goals (as described in Section 3) in recognition of unusual or non-recurring events affecting the Company or any Affiliate or Business Unit or the financial statements of the Company or any Affiliate or Business Unit, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the acquisition or disposal of a segment of a business or related to a change in accounting principles; provided, however, that no such adjustment shall be made to the extent that it would increase an amount payable to Participant.


7.	Taxes

(a)

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Plan Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Plan Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Share Plan Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)

Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Stock to be issued upon settlement of the Performance Share Plan Units. In the event that such withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Participant’s acceptance of the Performance Share Plan Units, Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on Participant’s behalf a whole number of shares from those shares of Stock issuable to Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the

obligation for Tax-Related Items.

(c)

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Performance Share Plan Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items.

(d)

Participant agrees to pay to the Company or the Employer, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described or if the Company elects to settle the PSPUs in cash as provided in Section 4(e).


(e)	The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock, if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.


8.	Committee Decisions Conclusive. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final and binding on all parties.


9.	Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees that:


(a)	the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;


(b)	the grant of the Performance Share Plan Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Plan Units, or benefits in lieu of Performance Share Plan Units, even if Performance Share Plan Units have been granted in the past;


(c)	all decisions with respect to future Performance Share Plan Units or other grants, if any, will be at the sole discretion of the Company;

(d)

the grant of Performance Share Plan Units and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);


(e)	Participant is voluntarily participating in the Plan;


(f)	the Performance Share Plan Units and the shares of Stock issuable upon vesting of the Performance Share Plan Units are not intended to replace any pension rights or compensation;

(g)

the Performance Share Plan Units and the shares of Stock issuable upon the vesting of the Performance Share Plan Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;


(h)	the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(i)

no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Share Plan Units resulting from Participant’s ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Performance Share Plan Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Affiliates or the Employer, waive Participant’s ability, if any, to bring any such claim, and release the Company, its Affiliates

and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j)

in the event of termination of Participant’s employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Participant’s right to vest in the Performance Share Plan Units under the Plan, if any, will terminate effective as of the date that Participant is no longer an active employee of the Company, or an Affiliate as set forth in Section 5 of this Agreement, and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer an active employee providing services for purposes of Participant’s Performance Share Plan Units award (including whether Participant may still be considered to be providing services while on an approved leave of absence);

(k)

unless otherwise provided in the Plan or by the Company in its discretion, the Performance Share Plan Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Share Plan Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and


(l)	the following provisions apply only if Participant is providing services outside the U.S.:

(i) the Performance Share Plan Units and the shares of Stock issuable upon the vesting of the Performance Share Plan Units are not part of normal or expected compensation or salary for any purpose; and

(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Performance Share Plan Units or of any amounts due to Participant pursuant to the settlement of the Performance Share Plan Units or the subsequent sale of any shares of Stock acquired upon settlement.

10.

No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of Stock. Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

11.

Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Performance Share Plan Units grant materials by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Share Plan Units or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

representative. Participant authorizes the Company, EASI, MSSB and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that if Participant resides outside the United States, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s employment status or service and career with the Employer will not be adversely affected and the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Performance Share Plan Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact his or her local human resources representative.

12.

No Rights as Stockholder Prior to Issuance of Stock; Securities Law Compliance. Participant shall not have any rights as a stockholder of the Company (including any rights to receive dividends or voting rights) by virtue of the grant of Performance Share Plan Units hereunder or the determination or vesting of PSPUs Available for Vesting, prior to the time that shares of the Company’s Stock are issued to Participant in accordance with the terms of this Agreement and the Plan. No shares of Stock shall be issued upon the vesting of PSPUs Available for Vesting unless such shares are either (a) then registered under the U.S. Securities Act of 1933, as amended or (b) the Company has determined that such issuance would be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. The award of Performance Share Plan Units, the determination or vesting of PSPUs Available for Vesting or the settlement of Vested Performance Share Plan Units under this Agreement must also comply with other applicable securities and exchange control laws and regulations, and shares of Stock will not be issued if the Company determines that such issuance would not be in material compliance with such securities and exchange control laws and regulations.


13.	Notice. Any notice or other paper required to be given or sent pursuant to the terms of this Agreement or the Plan shall be sufficiently given or served hereunder to any party when transmitted by registered or certified mail, postage prepaid, addressed to the party to be served as follows:



Company:	Con-way Inc.
	2211 Old Earhart Road, Suite 100
	Ann Arbor, Michigan 48105
	Attn: General Counsel



Participant:	At Participant's last address provided by Participant to the Company.

14.

Transferability. Notwithstanding Section 16 of the Plan, none of the unvested Performance Share Plan Units, the PSPUs Available for Vesting or the Vested Performance Share Plan Units, or any beneficial interest in any of the foregoing, may be transferred prior to settlement in any manner other than by will or by the laws of descent and distribution. The terms of this Agreement shall be binding upon Participant’s executors, administrators, heirs, successors, and transferees.

15.

Amendment; Modification. This Agreement may not be modified or amended, except for a unilateral amendment by the Company that does not materially adversely affect the rights of Participant under this Agreement. No party to this agreement may unilaterally waive any provision hereof, except in writing. Any such modification, amendment or waiver signed by, or binding upon, Participant, shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement.


16.	Severability. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.


17.	Successors. Except as otherwise expressly provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

18.

Governing Law. The interpretation, performance and enforcement of the Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement (including Appendix B, if applicable), the parties hereby submit to and consent to the exclusive jurisdiction of the State of Michigan and agree that such litigation shall be conducted only in the courts located in Washtenaw County, Michigan or the federal courts for the United States for the Eastern District of Michigan, and no other courts, where this grant is made and/or to be performed.

19.


20.	Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.


21.	Language. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

22.

23.

Appendices. Notwithstanding any provisions in this Agreement to the contrary, the Performance Share Plan Units grant shall be subject to any special terms and conditions set forth in the Appendix B to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix B, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendices A and B attached hereto constitute part of this Agreement.

24.

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Performance Share Plan Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

25.

Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., PSPUs) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

* * * *

Participant acknowledges that as of the Grant Date, this Agreement (including Appendices A and B) and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company under the Plan and supersede all prior oral and written agreements on this subject.

By Participant’s electronic acceptance and the signature of the Company’s representative below, Participant and the Company agree that the award of Performance Share Plan Units is granted under and governed by the terms and conditions of this Agreement (including Appendices A and B) and the Plan. Participant has reviewed and fully understands all provisions of this Agreement (including Appendices A and B) and the Plan in their entirety, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

s Stephen K. Krull

EVP General Counsel & Secretary

Appendix A

Definitions

“Defined Benefit Pension Plans” means the Con-way Pension Plan, Menlo Worldwide Forwarding Inc. Hourly Employees Pension Plan, EWA Pilots’ Retirement Plan, Con-way Inc. Supplemental Excess Retirement Plan, Con-way Inc. 2005 Supplemental Excess Retirement Plan, and Other Supplemental Retirement Plans, in each case, as amended from time to time, or any successor plan.

“EBITDA” means Con-way consolidated Operating Income (Loss) plus Depreciation and Amortization determined on a “US GAAP basis,” adjusted for the following: 1) asset impairments pursuant to FASB Codification topics 350 and 360; 2) costs related to exit or disposal activities pursuant to topic 420 and termination benefits pursuant to topics 712 and 715 (limited to those adjustments in excess of $1.0 million per event during the relevant calendar year); 3) net periodic pension cost for Defined Benefit Pension Plans pursuant to topic 715; 4) changes in accounting principles pursuant to topic 250; 5) the impact of future acquisitions and dispositions effective after the Grant Date pursuant to topics 805 and 205; and 6) the impact of adjustments or expenses related to any judgments or settlements in connection with the Allianz Global Risks US Ins. Co. et al. v. ACE Prop. & Cas. Ins. Co., et al. litigation.

“EBITDA Growth” means the calculated percentage change in EBITDA, as defined, for each annual period. Expressed as a formula, an example is as follows:

EBITDAGyr2 = (EBITDAyr2 / EBITDAyr1) - 1

“3-Year Average EBITDA Growth” means the average of the three years of EBITDA Growth in the Performance Period. Expressed as a formula, an example of the calculation of 3-Year Average EBITDA Growth over years 1, 2, and 3 is as follows:

(EBITDAGyr1 + EBITDAGyr2 + EBITDAGyr3) / 3

A-1

Appendix B

CON-WAY INC. 2012 EQUITY AND INCENTIVE PLAN

GLOBAL PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Appendix B includes additional terms and conditions that govern the Performance Share Plan Units granted to Participant under the Con-way Inc. 2012 Equity and Incentive Plan (the “Plan”) if Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix B are defined in the Plan and/or the Global Performance Share Plan Unit Grant Agreement (the “Agreement”), and have the meanings set forth therein.

Notifications

This Appendix B also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information noted in this Appendix B as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time that Participant vests in the Performance Share Plan Units or sells shares of Common Stock acquired under the Plan.

MEXICO

Terms and Conditions

Labor Law Acknowledgment. By accepting the Performance Share Plan Unit grant, Participant acknowledges that he or she understands and agrees that: (a) the Performance Share Plan Units are not related to the salary and other contractual benefits provided to Participant by the Employer; and (b) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.

The Company, with registered offices at 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, is solely responsible for the administration of the Plan and participation in the Plan or the acquisition of shares of Common Stock does not, in any way, establish an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis and the sole employer is Con-way Truckload de Mexico, S.A. de C.V., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., or Servicios Con-way Mexico, S. de R.L. de C.V., as applicable, nor does it establish any rights between Participant and the Employer.

Plan Document Acknowledgment. By accepting the Performance Share Plan Unit grant, Participant acknowledges he or she has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

Participant further acknowledges that having read and specifically and expressly approved the terms and conditions in the Section 9 of the Agreement, in which the following is clearly described and established: (a) participation in the Plan does not constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (c) participation in the Plan is voluntary; and (d) the Company and its Affiliates are not responsible for any decrease in the value of the shares of Common Stock underlying the Performance Share Plan Units.

B-1

Spanish Translation

Reconocimiento de la Ley Laboral. Al aceptar las Performance Share Plan Units, el Beneficiario reconoce y acepta que: (a) las Unidades no se encuentran relacionadas con su salario ni con otras prestaciones contractuales concedidas por parte del patrón; y (b) cualquier modificación del Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones del empleo del Beneficiario.

Reconocimiento del Plan de Documentos. Al aceptar las Performance Share Plan Units, el Beneficiario reconoce que ha recibido una copia del Plan, que lo ha revisado junto con el Convenio, y que ha entendido y aceptado completamente las disposiciones contenidas en el Plan y en el Convenio.

Adicionalmente, al firmar el presente documento, reconoce que ha leído y aprobado de manera expresa y específica los términos y condiciones contenidos en el apartado 10 del Convenio, el cual claramente establece y describe: (a) que la participación en el Plan no constituye un derecho adquirido; (b) que el Plan y la participación en el mismo es ofrecida por la Compañía en forma totalmente discrecional; (c) la participación en el Plan es voluntaria; y (d) que la Compañía, así como sus Afiliadas no son responsables por cualquier detrimento en el valor de las acciones que integran las Performance Share Plan Units.

B-2

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas W. Stotlar, certify that:


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


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


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


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


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


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


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


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


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


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


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



Date:	April 29, 2015	/s/ Douglas W. Stotlar
		Douglas W. Stotlar
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen L. Bruffett, certify that:


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


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


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


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


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


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


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


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


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


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


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



Date:	April 29, 2015	/s/ Stephen L. Bruffett
		Stephen L. Bruffett
		Chief Financial Officer

Exhibit 32

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

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

In connection with the Quarterly Report on Form 10-Q of Con-way Inc. (the “Company”) for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas W. Stotlar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:


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


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



Date:	April 29, 2015	/s/ Douglas W. Stotlar
		Douglas W. Stotlar
		Chief Executive Officer

Exhibit 32

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

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

In connection with the Quarterly Report on Form 10-Q of Con-way Inc. (the “Company”) for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen L. Bruffett, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:


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


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



Date:	April 29, 2015	/s/ Stephen L. Bruffett
		Stephen L. Bruffett
		Chief Financial Officer

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

CNW

Latest CNW Messages

Loading Messages....

Con-way Inc. News

Loading Messages....

Your Recent History