SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995 Commission File Number 132-3
CONSOLIDATED FREIGHTWAYS, INC.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
3240 Hillview Avenue, Palo Alto, California 94304
Telephone Number (415) 494-2900
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock ($.625 par value) New York Stock Exchange
Pacific Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
9-1/8% Notes Due 1999
Medium-Term Notes, Series A
7.35% Notes Due 2005
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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___X___ No_______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes ______ No ___X___
Aggregate market value of voting stock held by persons other than
Directors, Officers and those shareholders holding more than 5% of the
outstanding voting stock, based upon the closing price per share Composite
Tape on January 31, 1996: $646,431,951
Number of shares of Common Stock outstanding
as of January 31, 1996: 43,935,181
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV
Consolidated Freightways, Inc. 1995 Annual Report to Shareholders (only
those portions referenced herein are incorporated in this Form 10-K).
Part III
Proxy Statement dated March 22, 1996, (only those portions referenced
herein are incorporated in this Form 10-K).
PAGE 2
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1995
___________________________________________________________________________
INDEX
Item Page
PART I
1. Business 3
2. Properties 11
3. Legal Proceedings 13
4. Submission of Matters to a Vote of Security Holders 13
PART II
5. Market for the Company's Common Stock and
Related Security Holder Matters 13
6. Selected Financial Data 14
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
8. Financial Statements and Supplementary Data 14
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
10. Directors and Executive Officers of the Company 14
11. Executive Compensation 16
12. Security Ownership of Certain Beneficial
Owners and Management 16
13. Certain Relationships and Related Transactions 16
PART IV
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 16
SIGNATURES 17
INDEX TO FINANCIAL INFORMATION 20
PAGE 3
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1995
___________________________________________________________________________
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Consolidated Freightways, Inc. is a company which participates through
subsidiaries in various forms of nationwide and regional trucking,
truckload and intermodal rail, domestic and international air cargo
services, ocean forwarding, contract logistics and related transportation
activities. These operations are organized into three primary business
groups: nationwide, full-service trucking (CF MotorFreight), regional
trucking and full-service truckload (Con-Way Transportation Services), and
air freight and ocean forwarding (Emery Worldwide). Consolidated
Freightways, Inc. was incorporated in Delaware in 1958 as a successor to a
business originally established in 1929. It is herein referred to as the
"Registrant" or "Company".
(b) Financial Information About Industry Segments
The operations of the Company are primarily conducted in the U.S. and
Canada and to a lesser extent in major foreign countries. An analysis by
industry group of revenues, operating income (loss), depreciation and
capital expenditures for the years ended December 31, 1995, 1994 and 1993,
and identifiable assets as of those dates is presented in Note 12 on pages
33 and 34 of the 1995 Annual Report to Shareholders and is incorporated
herein by reference. Geographic group information is also presented
therein. Intersegment revenues and earnings thereon have been eliminated.
(c) Narrative Description of Business
The Company, for reporting purposes, has designated three principal
operating groups: the CF MotorFreight Group provides intermediate and
long-haul, less-than-truckload freight services throughout the U.S. and in
Canada and on a limited basis in Mexico, the Caribbean area, Central and
South America, Europe and the Pacific Rim; the Con-Way Transportation
Services Group provides one- and two-day, less-than-truckload service as
well as highway, rail and multi-modal logistics services; and the Emery
Worldwide Group is responsible for all domestic and international air
freight activities and ocean forwarding services. The Company also provides
full-service contract logistics through its subsidiary, Menlo Logistics,
which is included in the CF MotorFreight Group for reporting purposes only.
CF MOTORFREIGHT
CF MotorFreight(CFMF), the Company's largest single operating unit in terms
of revenues, is based in Menlo Park, California. The CFMF group is
composed of Consolidated Freightways Corporation of Delaware (CFCD)
PAGE 4
and Canadian operating units, and three non-carrier operations. Its
carrier group provides general freight services nationwide and in Canada
and on a limited basis in Mexico, the Caribbean area, Central and South
America, Europe and the Pacific Rim. Operations consist of an extensive
transportation network that typically moves shipments of manufactured or
non-perishable processed products having relatively high value and
requiring expedited service, compared to the bulk raw materials
characteristically transported by railroads, pipelines and water carriers.
The basic business of the general freight industry is to transport freight
that is less-than-truckload (LTL), an industry designation for shipments
weighing less than 10,000 pounds. CFMF is one of the nation's largest LTL
motor carriers in terms of 1995 revenues.
Competition continues to increase in the industry with trends toward
regionalization, continued pricing pressures and new competitors moving
into the small shipment segment of the business. To address this, CFMF
made major changes to its line-haul operations in the fourth quarter of
1995. This change of operations, called the Business Accelerator System
(BAS), replaces CFMF's traditional hub-and-spoke network with one that
moves freight directly from point-to-point and streamlines the freight
network. BAS has the effect of reducing miles and handling, thereby
reducing transit times and costs as well as rationalizing system capacity.
As a large carrier of LTL general commodity freight, at December 31, 1995,
CFMF operated approximately 39,200 vehicle units including pick-up and
delivery fleets in each area served, and a fleet of intercity tractors and
trailers. At December 31, 1995, it had a network of 380 U.S. and Canadian
freight terminals, metro centers and regional consolidation centers. Under
BAS, several regional consolidation centers have become metro centers. The
metro centers reduce freight handling through more direct city to city
service, thereby improving productivity. CFMF operations are supported by
a sophisticated data processing system for the control and management of
the business.
There is a broad diversity in the customers served, size of shipments,
commodities transported and length of haul. No single customer or
commodity accounted for more than a small fraction of total revenues.
CFMF operates daily schedules utilizing relay drivers who drive
approximately eight to ten hours each day and an increasing number of
sleeper teams which in December 1995 approximated 20% of all linehaul
miles. Road equipment consists of one tractor pulling two 28-foot double
trailers or, to a limited extent, one semi-trailer or three 28-foot
trailers. CFMF generally utilizes trailer equipment that is 102 inches in
width. The Company believes that trailers in double or triple combination
are more efficient and economical, and safer, than a tractor and single
semi-trailer combination. In 1995, the Company operated in excess of 477
million linehaul miles in North America, about 90% of which was conducted
by equipment in doubles and triples configuration. The accident frequency
of the triples configuration was lower than all other types of vehicle
combinations used by CFMF.
CFCD and several Canadian subsidiaries serve Canada through terminals in
the provinces of Alberta, British Columbia, Manitoba, New Brunswick, Nova
PAGE 5
Scotia, Ontario, Quebec, Saskatchewan and in the Yukon Territory. The
Canadian operations utilize a fleet of over 1,100 trucks, tractors and
trailers.
Employees
At December 31, 1995, approximately 84% of CFMF's domestic employees were
represented by various labor unions, primarily the International
Brotherhood of Teamsters (IBT). CFMF and the IBT are parties to a National
Master Freight Agreement. The current agreement with the IBT expires in
April, 1998.
Labor costs, including fringe benefits, averaged approximately 67% of
CFMF's 1995 revenues. CFMF's domestic employment has declined to 19,200
employees at December 31, 1995 from approximately 20,700 at December 31,
1994, primarily the result of the implementation of the BAS. CFMF had
approximately 21,000 employees at December 31, 1993.
Fuel
Fuel prices have steadily declined during the last three years. CFMF's
average annual diesel fuel cost per gallon (without tax) declined from
$.621 in 1993 to $.578 and $.573 in 1994 and 1995, respectively. Most of
these savings have been mitigated by increases in fuel taxes.
Federal and State Regulation
Regulation of motor carriers has changed substantially in recent years.
The process started with the Motor Carrier Act of 1980, which allowed
easier access to the industry by new trucking companies, removed many
restrictions on expansion of services by existing carriers, and increased
price competition by narrowing the antitrust immunities available to the
industry's collective ratemaking organizations. This deregulatory trend
was continued by subsequent legislation in 1982, 1986, 1993 and 1994. The
process culminated with federal pre-emption of most economic regulation of
intrastate trucking regulatory bodies effective January 1, 1995, and with
legislation to terminate the Interstate Commerce Commission (ICC) effective
January 1, 1996.
Currently, the motor carrier industry is subject to federal regulation by
the Federal Highway Administration (FHWA) and the Surface Transportation
Board (STB), both of which are units of the United States Department of
Transportation (DOT). The FHWA performs certain functions inherited from
the ICC relating chiefly to motor carrier registration, cargo and liability
insurance, extension of credit to motor carrier customers, and leasing of
equipment by motor carriers from owner-operators. In addition, the FHWA
enforces comprehensive trucking safety regulations relating to driver
qualifications, drivers' hours of service, safety-related equipment
requirements, vehicle inspection and maintenance, recordkeeping on
accidents, and transportation of hazardous materials. As pertinent to the
general freight trucking industry, the STB has authority to resolve certain
types of pricing disputes and authorize certain types of intercarrier
agreement under jurisdiction inherited from the ICC.
At the state level, federal preemption of economic regulation does not
prevent the states from regulating motor vehicle safety on their highways.
PAGE 6
In addition, federal law allows all states to impose insurance requirements
on motor carriers conducting business within their borders, and empowers most
states to require motor carriers conducting interstate operations through
their territory to make annual filings verifying that they hold appropriate
registrations from FHWA. Motor carriers also must pay state fuel taxes and
vehicle registration fees, which normally are apportioned on the basis of
mileage operated in each state.
Canadian Regulation
The provinces in Canada have regulatory authority over intra-provincial
operations of motor carriers and have been delegated the federal authority
to regulate inter-provincial motor carrier activity. Federal legislation
to phase in deregulation of the inter-provincial motor carrier industry
took effect January 1, 1988. The new legislation relaxes economic
regulation of inter-provincial trucking by easing market entry regulations,
and implements effective safety regulations of trucking services under
federal jurisdiction. The Company wrote off substantially all of
the unamortized cost of its Canadian operating authority in 1992.
Menlo Logistics
Menlo Logistics, Inc. (MLI), founded in 1990, provides full-service
contract logistics services for manufacturing, industrial and retail
businesses. These services include transportation management, dedicated
contract warehousing, dedicated contract carriage, just-in-time delivery
programs, customer order processing and freight bill payment and auditing.
MLI has approximately 750 employees. As contract logistics is a relatively
new industry, competition is expected to come from new entrants into the
markets it serves. MLI addresses the increased competition by utilizing
technologies and its established experience. Refer to the CF MotorFreight
section for discussion of federal and state regulation affecting the
transportation activities of MLI.
Other Operations
Two non-carrier operations within the CF MotorFreight Group, for reporting
purposes only, generate a majority of their sales from other subsidiaries
of the Company. Road Systems, Inc. primarily manufactures and rebuilds
trailers, converter dollies and other transportation equipment.
VantageParts, Inc. serves as a distributor and remanufacturer of vehicle
component parts and accessories to all segments of the heavy-duty truck and
trailer industry, as well as the maritime, construction, aviation and other
industries.
CON-WAY TRANSPORTATION SERVICES
Con-Way Transportation Services, Inc. (CTS) is an operating company with
business units that provide regional LTL freight trucking; full-service
truckload freight delivery utilizing highway over-the-road and intermodal
rail stack train resources for regional, inter-regional and
transcontinental transportation; local and interstate container drayage and
international shipping. CTS has four operating units and at December 31,
1995 had approximately 12,400 employees. The regional trucking companies
face intensive competition as national LTL companies extend into regional
markets, and acquire and combine formerly independent regional carriers
PAGE 7
into inter-regional groups. New service offerings, continued expansion of
regional carrier networks, extension of next-day and second-day service and
enhanced inter-regional network capabilities are positioning CTS for growth
opportunities. Refer to the CF MotorFreight section for a discussion of
federal and state regulations.
Con-Way Regional Carriers
CTS has three regional motor carrier units, each of which operates
dedicated regional trucking networks principally serving core geographic
territories with next-day and second-day service. The regional carriers
serve manufacturing, industrial, commercial and retail business-to-business
customers with a fleet of approximately 20,500 trucks, tractors and
trailers at December 31, 1995.
Con-Way Western Express (CWX) was founded in May 1983 and today operates in
13 western states and serves Canada and Mexico. In January 1995, CWX
expanded operations into Oregon, Washington, Idaho, Alaska and Vancouver,
British Columbia. At December 31, 1995, CWX operated 95 service centers.
Con-Way Central Express (CCX) was founded in June 1983 and today serves 23
states of the central and northeast U.S., and Ontario, Canada. In February
1995, CCX expanded into New Jersey and began providing service for
metropolitan New York City in addition to launching joint service with Con-
Way Southern Express. At December 31, 1995 CCX operated 204 service
centers
Con-Way Southern Express and Con-Way Southwest Express were founded in
April 1987 and November 1989, respectively. In December 1994, the two
carriers were combined into a single operating unit under the Con-Way
Southern Express (CSE) name serving a 14-state southern market from Texas
to the Carolinas and Florida, and encompassing Puerto Rico and Mexico. CSE
operated 98 service centers at December 31, 1995.
CTS has completed certain regional service expansions that allow the
regional carriers to provide next-day and second-day freight delivery
between their principal geographic regions, utilizing existing
infrastructure. CTS can now provide full regional service throughout the
United States and parts of Canada. The regional service expansion generates
additional business by allowing each regional carrier to compete for new
traffic and provide coverage of regional market lanes not individually
serviced as part of the regional carrier's core territory.
Con-Way Truckload Services
Con-Way Truckload Services (CWT), formerly known as Con-Way Intermodal, is
a full-service, multi-modal truckload company. CWT provides door-to-door
transcontinental movement of truckload shipments by rail container stack
train and rail trailer, utilizing nationwide operating alliances with major
railroads. It also provides expedited inter-regional and regional over-the-
road truckload service with a fleet of company-owned trucks and trailers.
Additionally, CWT provides rail freight forwarding with domestic intermodal
marketing services, assembly and distribution services, and local and
interstate container drayage.
PAGE 8
EMERY WORLDWIDE
Emery Worldwide (EWW), the Company's air freight unit, was formed when the
Company purchased Emery Air Freight Corporation in April 1989 and merged it
with its own pre-existing air freight operation, CF AirFreight, Inc. The
combined companies expanded EWW's ability to deliver air freight within
North America and to 90 countries worldwide.
EWW provides global air cargo services through an integrated, combination
carrier, freight system designed for the movement of parcels and packages
of all sizes and weights. In North America, EWW provides these services
through a system of sales offices and service centers, and overseas through
foreign subsidiaries, branches and agents.
EWW provides door-to-door service within North America by using its own
airlift system, supplemented with commercial airlines. International
services are performed by operating primarily as an air freight forwarder
using commercial airlines, and with controlled lift used only when
necessary. Emery also operated approximately 2,000 trucks, vans and
tractors at December 31, 1995.
As of December 31, 1995, EWW utilized a fleet of 70 aircraft, 46 of which
are leased on a long-term basis, 11 are owned and 13 are contracted on a
short-term basis to supplement nightly volumes and to provide feeder
services. The nightly lift capacity of the aircraft fleet, excluding
charters, is approximately 4 million pounds.
EWW's hub-and-spoke system is centralized at the Dayton, Ohio International
Airport where a leased air cargo facility (Hub) and related support
facilities are located. The Hub handles all types of shipments, ranging
from small packages to heavyweight cargo, with a total effective sort
capacity of approximately 1.2 million pounds per hour. The operation of
the Hub in conjunction with EWW's airlift system enables it to maintain a
high level of service reliability.
Through a separate subsidiary of the Company, Emery Worldwide Airlines,
Inc. (EWA), the Company provides nightly cargo airline services under a
contract with the U.S. Postal Service (USPS) to carry Express and Priority
Mail, using 24 aircraft, of which 4 are leased on a long-term basis and 20
are owned. The original contract for this operation was awarded to EWA in
1989 and was renewed and extended through early January 1994. A ten year
USPS contract was awarded to EWA during 1993 with service beginning in
January 1994.
The Company has recognized approximately $108 million, $112 million and
$138 million of revenue in 1995, 1994 and 1993, respectively, from
contracts to carry Express and Priority Mail for the U.S. Postal Service.
In 1995, Emery Ocean Services consolidated its services with those of CTS.
Capitalizing on its international growth and experience, Emery Ocean
Services, a global freight forwarder and non-vessel operating common
carrier, provides full and less-than-container load service. In
addition, EWW established a new subsidiary, Emery Expedite!, which
specializes in urgent, door-to-door delivery of shipments in North America
and overseas. Emery's logistics subsidiary, recently renamed Emery Global
Logistics, continues to expand its service capabilities. It now operates
warehouse and distribution centers for customers in five countries.
PAGE 9
Technology
Equally important to the movement of goods is the rapid movement of
information to track freight, optimize carrier selections, interlink and
analyze customer data. EWW plans to invest more than $70 million in
technology over the next two years to upgrade its entire hardware and
software systems architecture including the tracking system at its Hub in
Dayton, Ohio. The system is expected to provide instant tracking
information for shipments to reduce missorts, potential overloads and to
signal freight with specialized handling requirements.
Customers
EWW services, among others, the automotive, aviation, machinery, metals,
electronic and electrical equipment, chemical, apparel, film and technology
industries. Service industries and governmental entities also utilize EWW's
services. Both U.S. and international operations of EWW have a wide
variety of customers.
Competition
The heavy air-freight market within North America is highly competitive and
price sensitive. In 1995, EWW had the largest market share, based on
revenues, in the North American heavy air-freight segment. EWW competes
with other integrated air freight carriers as well as freight forwarders.
The North Atlantic market is especially price sensitive due to the abundant
airlift capacity. Competition in international markets is also service and
price sensitive. In these markets, which are more fragmented than the North
American market, EWW competes with international airlines and air freight
forwarders.
Customers favor companies such as EWW with combined integrated carrier and
freight forwarding capabilities for flexible, cost effective service. EWW
believes this infrastructure and the convenience of its extensive network
of worldwide terminal, agent and service locations are its principal
methods of competing for customers seeking the service described above.
Regulation of Air Transportation
The air transportation industry is subject to federal regulation by the
Federal Aviation Act of 1958, as amended (Aviation Act) and regulations
issued by the Department of Transportation (DOT) pursuant to the Aviation
Act. EWW, as an air freight forwarder, and EWA, as an airline, are subject
to different regulations. Air freight forwarders are exempted from most DOT
economic regulations and they are not subject to Federal Aviation
Administration (FAA) safety regulations, except security-related rules.
Airlines are subject to economic regulation by the DOT and maintenance,
operating and other safety-related regulation by the FAA. Thus, EWA and
other airlines conducting operations for EWW are subject to DOT and FAA
regulation while EWW, itself, is not covered by most DOT and FAA
regulations.
PAGE 10
Regulation of Ground Transportation
When EWW provides ground transportation of cargo having prior or subsequent
air movement, the ground transportation is exempt from the motor carrier
registration requirements and economic regulations which were inherited
from the ICC by FHWA and STB, respectively. Such ground transportation,
however, is subject to comprehensive trucking safety regulation by FHWA as
described in the CF MotorFreight section. In addition, EWW does hold FHWA
motor carrier registrations which can be utilized in providing non-exempt
ground transportation. For description of applicable state regulations,
refer to discussion in the CF MotorFreight section.
Environmental Matters
During recent years, operations at several airports have been subject to
restrictions or curfews on arrivals or departures during certain night-time
hours designed to reduce or eliminate noise for surrounding residential
areas. None of these restrictions have materially affected EWW's
operations. If such restrictions were to be imposed with respect to the
airports at which EWW's activities are centered and no alternative
airports were available to serve the affected areas, EWW's operations
could be more adversely affected. As provided in the Aviation Act, the
FAA is authorized to establish aircraft noise standards. Under the National
Emission Standards Act of 1967, as amended, the administrator of the
EPA is authorized to issue regulations setting forth standards for aircraft
emissions. EWW believes that its present fleet of owned, leased or
chartered aircraft is operating in compliance with currently applicable
noise and emission laws.
The Aviation Noise and Capacity Act of 1990 establishes a national aviation
noise policy. The FAA has promulgated regulations under this Act regarding
the phase-in requirements for compliance. This legislation and the related
regulations will require all of EWW's and EWA's owned and leased aircraft
eligible for operation in the contiguous United States to either undergo
modifications or otherwise comply with Stage 3 noise restrictions by year-
end 1999.
Fuel and Supplies Cost
EWW purchases substantially all of its jet fuel from major oil companies,
refiners and trading companies on annual contracts with prepayment and/or
volume discounts. These contract purchases are supplemented by spot
purchases. The price of domestic jet fuel declined in 1994 and 1993,
respectively, but increased slightly in 1995. The 1995 weighted average
domestic cost per gallon was approximately $.60 compared with 1994 and 1993
weighted average prices of approximately $.59 and $.64 per gallon,
respectively.
EWW believes that it has the flexibility to continue its operations without
material interruption unless there are significant curtailments of its jet
fuel supplies. Neither EWW nor the operators of the aircraft it charters
have experienced or anticipate any fuel supply problems. There is a four
million gallon fuel storage facility at the Hub.
PAGE 11
Employees
As of December 31, 1995, EWW had approximately 9,000 full-time and regular
part-time employees as compared to 8,000 at December 31, 1994 and 7,500 at
December 31, 1993. Approximately 17% of these employees are covered by
union contracts.
GENERAL
The research and development activities of the Company are not significant.
During 1995, 1994 and 1993 there was no single customer of the Company that
accounted for more than 10% of consolidated revenues.
The total number of employees is presented in the "Ten Year Financial
Summary" on pages 36 and 37 of the 1995 Annual Report to Shareholders and
is incorporated herein by reference.
The Company has been designated a Potentially Responsible Party (PRP) by
the EPA with respect to the disposal of hazardous substances at various
sites. The Company expects its share of the clean-up cost will not have a
material adverse effect on the Company. The Company expects the costs of
complying with existing and future federal, state and local environmental
regulations to continue to increase. On the other hand, it does not
anticipate that such cost increases will have a materially adverse effects
on the Company.
(d) Financial Information About Foreign
and Domestic Operations and Export Sales
Information as to revenues, operating income (loss) and identifiable assets
for each of the Company's business segments and for its foreign operations
for 1995, 1994 and 1993 is contained in Note 12 on page 33 and 34 of the
1995 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 2. PROPERTIES
The following summarizes the terminals and freight service centers operated
by the Company at December 31, 1995:
Owned Leased Total
CF MotorFreight 227 153 380
Con-Way Transportation Services 51 364 415
Emery Worldwide 9 184 193
PAGE 12
The following table sets forth the location and square footage of the
Company's principal freight handling facilities:
Location Square Footage
CFMF - motor carrier LTL system service centers:
Mira Loma, CA 280,672
Chicago, IL 231,159
Carlise, PA 151,100
* Columbus, OH 118,774
Memphis, TN 118,745
Nashville, TN 118,622
* Indianapolis, IN 109,460
Orlando, FL 101,557
* Minneapolis, MN 94,890
Charlotte, NC 89,204
St. Louis, MO 88,640
Chicopee, MA 85,164
Akron, OH 82,494
Sacramento, CA 81,286
Atlanta, GA 77,920
Houston, TX 77,346
Dallas, TX 75,358
* Fremont, IN 73,760
* Peru, IL 73,760
Buffalo, NY 73,380
Milwaukee, WI 70,661
Salt Lake City, UT 68,480
Seattle, WA 59,720
Kansas City, MO 55,288
Portland, OR 47,824
Phoenix, AZ 20,237
CTS - freight assembly centers
Chicago, IL 113,116
Des Plains, IL 100,440
Oakland, CA 85,600
Dallas, TX 82,000
Atlanta, GA 56,160
Cincinnati, OH 55,618
Columbus, OH 48,527
Detroit, MI 46,240
Santa Fe Springs, CA 45,936
Aurora, IL 44,235
Ft. Wayne, IN 35,400
Pontiac, MI 34,450
St. Louis, MO 29,625
Milwaukee, WI 22,940
PAGE 13
Location Square Footage
EWW - facilities
* Dayton, OH 620,000
Los Angeles, CA 78,264
Chicago, IL 59,976
Boston, MA 42,236
Indianapolis, IN 38,500
* Facility partially or wholly financed through the issuance of industrial
revenue bonds. Principal amount of debt is secured by the property.
ITEM 3. LEGAL PROCEEDINGS
The legal proceedings of the Company are summarized in Note 11 on page 33
of the 1995 Annual Report to Shareholders and are incorporated herein by
reference. Discussions of certain environmental matters are presented in
Item 1 and Item 7.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's common stock is listed for trading on the New York and
Pacific Stock Exchanges.
The Company's Common Stock Price is included in Note 13 on page 35 of the
1995 Annual Report to Shareholders and is incorporated herein by reference.
Cash dividends on common shares had been paid in every year from 1962 to
1990. In June 1990 the Company's Board of Directors suspended the
quarterly dividend. In December 1994, the Board of Directors reinstated a
$.10 per share quarterly cash dividend on common stock. The amounts of
quarterly dividends declared on common stock for the last two years are
included in Note 13 on page 35 of the 1995 Annual Report to Shareholders
and are incorporated herein by reference. Under the terms of the
restructured TASP Notes, as set forth on page 27 and 28 of the 1995 Annual
Report to Shareholders, the Company is restricted from paying dividends in
excess of $10 million plus one half of the cumulative net income applicable
to common shareholders since the commencement of the agreement.
Effective March 15, 1995, all of the 690,000 shares of the Company's Series
C Preferred Stock converted to 6,900,000 shares of Common Stock.
PAGE 14
As of December 31, 1995, there were 15,980 holders of record of the common
stock ($.625 par value) of the Company. The number of shareholders is also
presented in the "Ten Year Financial Summary" on pages 36 and 37 of the
1995 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data is presented in the "Ten Year Financial
Summary" on pages 36 and 37 of the 1995 Annual Report to Shareholders and
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is presented in the "Financial Review and Management Discussion"
on pages 16 through 18, inclusive, of the 1995 Annual Report to
Shareholders and is incorporated herein by reference. Certain statements
included and incorporated by reference herein, including certain statements
under "Financial Review and Management Discussion" referred to above,
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. In that regard, the following factors,
among others, could cause actual results and other matters to differ
materially from those in such statements: changes in general business and
economic conditions; increasing domestic and international competition and
pricing pressure; changes in fuel prices; uncertainty regarding the
Company's ability to improve results of operations through, among other
things, implementation of BAS at CFMF; labor matters, including changes in
labor costs, renegotiation of labor contracts and the risk of work
stoppages or strikes; changes in governmental regulation; and environmental
and tax matters. As a result of the foregoing, no assurance can be given
as to future results of operations or financial condition.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Auditors' Report are presented on
pages 19 through 37, inclusive, of the 1995 Annual Report to Shareholders
and are incorporated herein by reference. The unaudited quarterly
financial data is included in Note 13 on page 35 of the 1995 Annual Report
to Shareholders and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The identification of the Company's Directors is presented on pages 3
through 8, inclusive, of the Proxy Statement dated March 22, 1996 and those
pages are incorporated herein by reference.
PAGE 15
The Executive Officers of the Company, their ages at December 31, 1995 and
their applicable business experience are as follows:
Donald E. Moffitt, 63, Chairman, President and Chief Executive Officer of
the Company. Mr. Moffitt joined Consolidated Freightways Corporation of
Delaware, the Company's nationwide, full-service trucking subsidiary, as an
accountant in 1955 and advanced to Vice President - Finance in 1973. In
1975, he transferred to the Company as Vice President - Finance and
Treasurer and in 1981, was elected Executive Vice President - Finance and
Administration. In 1983, he assumed the additional duties of President, CF
International and Air, Inc., where he directed the Company's international
and air freight businesses. Mr. Moffitt was elected Vice Chairman of the
Board of the Company in 1986. He retired as an employee and as Vice
Chairman of the Board of Directors in 1988 and returned to the Company as
Executive Vice President - Finance and Chief Financial Officer in 1990.
Mr. Moffitt was named President and Chief Executive Officer of the Company
and was elected to the Board of Directors in 1991. In 1995, Mr. Moffitt was
named Chairman of the Board of Directors. Mr. Moffitt serves on the
Executive Committee of the Board of Directors of the Highway Users
Federation and is a member of the Board of Directors of the Bay Area
Council, the Automotive Safety Foundation and the American Red Cross. He
is a member of the California Business Roundtable and a member of the
Business Advisory Council of the Northwestern University Transportation
Center. Mr. Moffitt is Chairman of the Executive Committee and serves on
the Director Affairs Committee of the Company.
W. Roger Curry, 57, President and Chief Executive Officer of Consolidated
Freightways Corporation of Delaware and Senior Vice President of the
Company. Mr. Curry joined CFCD in 1969 as a Systems Analyst and became
Coordinator, On-Line Systems of the Company in 1970. In 1972, he was named
Director of Terminal Properties for CFCD. He became President of CF
AirFreight in 1975 and Chief Executive Officer in 1984. Mr. Curry
relinquished both offices with CF AirFreight in 1986 when he was elected
Senior Vice President - Marketing of the Company. In 1991, he was elected
President of Emery Air Freight Corporation, relinquishing the position in
1994 to become President of CFCD.
David I. Beatson, 48, President and Chief Executive Officer of Emery Air
Freight Corporation and Senior Vice President of the Company. Mr. Beatson
joined CF AirFreight in 1977, advancing through several increasingly
responsible positions to Vice President of National Accounts. After
leaving the Company for a time, he returned to EWW in 1991 as Vice
President of Sales and Marketing. He became President and Chief Executive
Officer of Emery Air Freight Corporation in 1994.
Gregory L. Quesnel, 47, Executive Vice President and Chief Financial
Officer of the Company. Mr. Quesnel joined Consolidated Freightways
Corporation of Delaware in 1975 as Director of Financial Accounting.
Through several increasingly responsible financial positions, he advanced
to become the top financial officer of CFCD. In 1989, he was elected Vice
President-Accounting for the Company and in 1990, was named Vice President
and Treasurer. Mr. Quesnel became Senior Vice President-Finance and Chief
Financial Officer of the Company in 1991 and Executive Vice President and
Chief Financial Officer in 1993.
Robert T. Robertson, 54, President and Chief Executive Officer of Con-Way
Transportation Services, Inc. and Senior Vice President of the Company.
Mr. Robertson joined CFCD in 1970 as a sales representative and advanced to
PAGE 16
Manager of Eastern Area Sales by 1973. He transferred to Texas in 1976
where he became involved in CFCD's operations and was promoted to Division
Manager in 1978. In 1983, he was named Vice President and General Manager
of Con-Way Transportation Services, Inc. In 1986, Mr. Robertson was
elected President of CTS.
Eberhard G.H. Schmoller, 52, Senior Vice President and General Counsel of
the Company. Mr. Schmoller joined CFCD in 1974 as a staff attorney and in
1976 was promoted to CFCD assistant general counsel. In 1983, he was
appointed Vice President and General Counsel of CF AirFreight and assumed
the same position with EWW after the acquisition in 1989. Mr. Schmoller
was named Senior Vice President and General Counsel of the Company in 1993.
ITEM 11. EXECUTIVE COMPENSATION
The required information for Item 11 is presented on pages 12 through 15,
inclusive, of the Proxy Statement dated March 22, 1996, and those pages are
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The required information for Item 12 is included on pages 9, 10 and 23, of
the Proxy Statement dated March 22, 1996 and is incorporated herein by
reference.
Information concerning the disclosure of delinquent filers under Section
16(a) of the Exchange Act appears on page 24 of the Proxy Statement dated
March 22, 1996, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Exhibits Filed
1. Financial Statements
See Index to Financial Information.
2. Financial Statement Schedules
See Index to Financial Information.
3. Exhibits
See Index to Exhibits.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended
December 31, 1995.
PAGE 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K Annual
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED FREIGHTWAYS, INC.
(Registrant)
March 25, 1996 /s/Donald E. Moffitt
Donald E. Moffitt
Chairman, President and Chief Executive
Officer
March 25, 1996 /s/Gregory L. Quesnel
Gregory L. Quesnel
Executive Vice President and Chief
Financial Officer
March 25, 1996 /s/Gary D. Taliaferro
Gary D. Taliaferro
Vice President and Controller
PAGE 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
March 25, 1996 /s/Donald E. Moffitt
Donald E. Moffitt
Chairman of the Board, President and
Chief Executive Officer
March 25, 1996 /s/Robert Alpert
Robert Alpert, Director
March 25, 1996 /s/Earl F. Cheit
Earl F. Cheit, Director
March 25, 1996 /s/Richard A. Clarke
Richard A. Clarke, Director
March 25, 1996 /s/G. Robert Evans
G. Robert Evans, Director
March 25, 1996 /s/Margaret G. Gill
Margaret G. Gill, Director
March 25, 1996 /s/Robert Jaunich II
Robert Jaunich II, Director
March 25, 1996 /s/Richard B. Madden
Richard B. Madden, Director
March 25, 1996 /s/Ronald E. Poelman
Ronald E. Poelman, Director
PAGE 19
SIGNATURES
March 25, 1996 /s/Robert D. Rogers
Robert D. Rogers, Director
March 25, 1996 /s/William D. Walsh
William D. Walsh, Director
March 25, 1996 /s/Robert P. Wayman
Robert P. Wayman, Director
PAGE 20
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1995
___________________________________________________________________________
INDEX TO FINANCIAL INFORMATION
Consolidated Freightways, Inc. and Subsidiaries
The following Consolidated Financial Statements of Consolidated
Freightways, Inc. and Subsidiaries appearing on pages 19 through 37,
inclusive, of the Company's 1995 Annual Report to Shareholders are
incorporated herein by reference:
Report of Independent Public Accountants
Consolidated Balance Sheets - December 31, 1995 and 1994
Statements of Consolidated Income - Years Ended December 31, 1995,
1994 and 1993
Statements of Consolidated Cash Flows - Years Ended December 31, 1995,
1994 and 1993
Statements of Consolidated Shareholders' Equity - Years Ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
In addition to the above, the following consolidated financial information
is filed as part of this Form 10-K:
Page
Consent of Independent Public Accountants 21
Report of Independent Public Accountants 21
Schedule II - Valuation and Qualifying Accounts 22
The other schedules have been omitted because either (1) they are neither
required nor applicable or (2) the required information has been included
in the consolidated financial statements or notes thereto.
PAGE 21
SIGNATURE
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included and incorporated by reference in this Form 10-K,
into the Company's previously filed Registration Statement File Nos. 2-
81030, 33-29793, 33-52599, 33-60619 and 33-60625
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California
March 25, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Consolidated Freightways, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Consolidated Freightways,
Inc.'s 1995 Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 26, 1996. Our
audit was made for the purpose of forming an opinion on those statements
taken as a whole. The schedule on page 22 is the responsibility of the
Company's management and is presented for the purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California
January 26, 1996
PAGE 22
SCHEDULE II
CONSOLIDATED FREIGHTWAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1995
(In thousands)
DESCRIPTION
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
1995 $26,938 $13,343 $ - $(14,062)(a) $26,219
1994 $29,780 $ 6,676 $ - $ (9,518)(a) $26,938
1993 $26,198 $27,127 $ - $(23,545)(a) $29,780
a) Accounts written off net of recoveries.
PAGE 23
INDEX TO EXHIBITS
ITEM 14(a)(3)
Exhibit No.
(3) Articles of incorporation and by-laws:
3.1 Consolidated Freightways, Inc. Certificates of Incorporation, as
amended. (Exhibit 3(a)(2) to the Company's Quarterly Report
Form 10-Q for the quarter ended March 31, 1987*)
3.2 Consolidated Freightways, Inc. By-laws, as amended, December 4,
1995
(4) Instruments defining the rights of security holders, including
debentures:
4.1 Consolidated Freightways, Inc. Stockholder Rights Plan.
(Exhibit 1 on Form 8-A dated October 27, 1986*)
4.2 Certificate of Designations of the Series B Cumulative
Convertible Preferred Stock. (Exhibit 4.1 as filed on Form SE
dated May 25, 1989*)
4.3 Indenture between the Registrant and Security Pacific National
Bank, trustee, with respect to 9-1/8% Notes Due 1999 and Medium-
Term Notes, Series A. (Exhibit 4.1 as filed on Form SE dated
March 20, 1990*)
4.4 Form of Security for 9-1/8% Notes Due 1999 issued by
Consolidated Freightways, Inc. (Exhibit 4.1 as filed on Form SE
dated August 25, 1989*)
4.5 Officers' Certificate dated as of August 24, 1989 establishing
the form and terms of debt securities issued by Consolidated
Freightways, Inc. (Exhibit 4.2 as filed on Form SE dated August
25, 1989*)
4.6 Form of Security for Medium-Term Notes, Series A to be issued by
Consolidated Freightways, Inc. (Exhibit 4.1 as filed on Form SE
dated September 18, 1989*)
4.7 Officers' Certificate dated September 18, 1989, establishing the
form and terms of debt securities to be issued by Consolidated
Freightways, Inc. (Exhibit 4.2 as filed on Form SE dated
September 19, 1989*)
4.8 Indenture between the Registrant and The First National Bank of
Chicago Bank, trustee, with respect to the registration of various
debt and equity securities. (Exhibit 4(b) as filed on Form S-3 dated
June 27, 1995*)
4.9 Indenture between the Registrant and Bank One, Columbus, NA,
trustee, with respect to the registration of various debt and equity
securities. (Exhibit 4(e) as filed on Form S-3 dated June 27, 1995*)
4.10 Form of Security for 7.35% Notes due 2005 issued by Consolidated
Freightways, Inc. (Exhibit 4.4 as filed on Form S-4 dated June 27,
1995*)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
PAGE 24
Instruments defining the rights of security holders of long-term debt
of Consolidated Freightways, Inc., and its subsidiaries for which
financial statements are required to be filed with this Form 10-K,
of which the total amount of securities authorized under each such
instrument is less than 10% of the total assets of Consolidated
Freightways, Inc. and its subsidiaries on a consolidated basis, have
not been filed as exhibits to this Form 10-K. The Company agrees to
furnish a copy of each applicable instrument to the Securities and
Exchange Commission upon request.
Exhibit No.
(10) Material contracts:
10.1 Consolidated Freightways, Inc. Long-Term Incentive Plan of 1978,
as amended through Amendment No. 4. (Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31, 1983*#)
10.2 Amendments 5, 6 and 7 to the Consolidated Freightways, Inc.
Long-Term Incentive Plan of 1978, as amended through Amendment
No. 4. (Exhibit 10.1 as filed on Form SE dated March 25, 1991*#)
10.3 Consolidated Freightways, Inc. Long-Term Incentive Plan of 1988.
(Exhibit 10(g) to the Company's Form 10-K for the year
ended December 31, 1987*#)
10.4 Amendment 3 to the Consolidated Freightways, Inc. Long-Term
Incentive Plan of 1988. (Exhibit 10.2 as filed on Form SE dated
March 25, 1991*#)
10.5 Consolidated Freightways, Inc. Stock Option Plan of 1978, as
amended through Amendment No. 1. (Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31, 1981*#)
10.6 Consolidated Freightways, Inc. Stock Option Plan of 1988 as
amended. (Exhibit 10(i) to the Company's Form 10-K for the year
ended December 31, 1987 as amended in Form S-8 dated
December 16, 1992*#)
10.7 Forms of Stock Option Agreement (with and without Cash Surrender
Rights) under the Consolidated Freightways, Inc. Stock Option
Plan of 1988. (Exhibit 10(j) to the Company's Form 10-K for
the year ended December 31, 1987*#)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 25
Exhibit No.
10.8 Form of Consolidated Freightways, Inc. Deferred Compensation
Agreement. (Exhibit 10(i) to the Company's Form 10-K for the
year ended December 31, 1981*#)
10.9 Consolidated Freightways, Inc. Retirement Plan (formerly Emery
Air Freight Corporation Pension Plan), as amended effective through
January 1, 1985, and amendments dated as of October 30, 1987.
(Exhibit 4.22 to the Emery Air Freight Corporation Quarterly
Report on Form 10-Q dated November 16, 1987**)
10.10 Emery Air Freight Plan for Retirees, effective October 31,
1987. (Exhibit 4.23 to the Emery Air Freight Corporation
Quarterly Report on Form 10-Q dated November 16, 1987**)
10.11 Consolidated Freightways, Inc. Common Stock Fund (formerly
Emery Air Freight Corporation Employee Stock Ownership Plan,
as effective October 1, 1987 ("ESOP"). (Exhibit 4.33 to
the Emery Air Freight Corporation Annual Report on Form 10-K
dated March 28, 1988**)
10.12 Employee Stock Ownership Trust Agreement, dated as of October 8,
1987, as amended, between Emery Air Freight Corporation and Arthur
W. DeMelle, Daniel J. McCauley and Daniel W. Shea, as Trustees
under the ESOP Trust. (Exhibit 4.34 to the Emery Air Freight
Corporation Annual Report on Form 10-K dated March 28, 1988**)
10.13 Amended and Restated Subscription and Stock Purchase Agreement
dated as of December 31, 1987 between Emery Air Freight
Corporation and Boston Safe Deposit and Trust Company in its
capacity as successor trustee under the Emery Air Freight
Corporation Employee Stock Ownership Plan Trust ("Boston Safe").
(Exhibit B to the Emery Air Freight Corporation Current Report on
Form 8-K dated January 11, 1988**)
10.14 Supplemental Subscription and Stock Purchase Agreement dated as of
January 29, 1988 between Emery Air Freight Corporation and Boston
Safe. (Exhibit B to the Emery Air Freight Corporation Current
Report on Form 8-K dated February 12, 1988**)
10.15 Trust Indenture, dated as of November 1, 1988, between City of
Dayton, Ohio and Security Pacific National Trust Company (New
York), as Trustee and Bankers Trust Company, Trustee. (Exhibit
4.1 to Emery Air Freight Corporation Current Report on Form 8-K
dated December 2, 1988**)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
** Incorporated by reference to indicated reports filed under the
Securities Act of 1934, as amended, by Emery Air Freight
Corporation File No. 1-3893.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 26
Exhibit No.
10.16 Bond Purchase Agreement dated November 7, 1988, among the City of
Dayton, Ohio, the Emery Air Freight Corporation and Drexel Burnham
Lambert Incorporated. (Exhibit 28.7 to the Emery Air Freight
Corporation Current Report on Form 8-K dated December 2, 1988**)
10.17 Lease agreement dated November 1, 1988 between the City of Dayton,
Ohio and Emery Air Freight Corporation. (Exhibit 10.1 to the
Emery Air Freight Corporation Annual Report on Form 10-K for the
year ended December 31, 1988**)
10.18 Credit Agreement dated January 14, 1993, by and among Emery
Receivables Corporation as the borrower, Emery Air Freight
Corporation, Consolidated Freightways, Inc., individually and as
Servicer and various financial institutions. (Exhibit 10.19 to the
Company's Form 10-K for the year ended December 31, 1992*).
10.19 Purchase and Sale Agreement, dated January 14, 1993, among Emery
Air Freight Corporation and Emery Distribution Systems, Inc., as
Originators, Emery Receivables Corporation, and Consolidated
Freightways, Inc., as Servicer. (Exhibit 10.20 to the
Company's Form 10-K for the year ended December 31, 1992*).
10.20 Consolidated Freightways, Inc. Directors' Election Form for
deferral payment of director's fees. #
10.21 Consolidated Freightways, Inc. 1993 Executive Deferral Plan.
(Exhibit 10.22 to the Company's Form 10-K for the year ended
December 31, 1992*#).
10.22 $300 million Amended and Restated Credit Agreement dated
January 10, 1995 among Consolidated Freightways, Inc. and
various financial institutions. (Exhibit 10.27 to the
Company's Form 10-K for the year ended December 31, 1994*)
10.23 Official Statement of the Issuer's Special Facilities
Revenue Refunding Bonds, 1993 Series E and F dated
September 29, 1993 among the City of Dayton, Ohio and Emery
Air Freight Corporation.
(Exhibit 10.1 to the Company's Form 10-Q for the quarterly
period ended September 30, 1993*).
10.24 Trust Indenture, dated September 1, 1993 between the City of
Dayton, Ohio and Banker's Trust Company as Trustee.
(Exhibit 10.2 to the Company's Form 10-Q for the quarterly
period ended September 30, 1993*).
10.25 Supplemental Lease Agreement dated September 1, 1993 between
the City of Dayton, Ohio, as Lessor, and Emery Air Freight
Corporation, as Lessee. (Exhibit 10.3 to the Company's Form 10-Q
for the quarterly period ended September 30, 1993*).
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
** Incorporated by reference to indicated reports filed under the
Securities Act of 1934, as amended, by Emery Air Freight
Corporation File No. 1-3893.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 27
Exhibit No.
10.26 Supplemental Retirement Plan dated January 1, 1990. (Exhibit
10.31 to the Company's Form 10-K for the year ended December 31,
1993*#)
10.27 Directors' 24-Hour Accidental Death and Dismemberment Plan.
(Exhibit 10.32 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.28 Executive Split-Dollar Life Insurance Plan dated January 1,
1994. (Exhibit 10.33 to the Company's Form 10-K for the year
ended December 31, 1993*#)
10.29 Board of Directors' Compensation Plan dated January 1, 1994.
(Exhibit 10.34 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.30 Excess Benefit Plan dated January 1, 1987. (Exhibit 10.35 to
the Company's Form 10-K for the year ended December 31, 1993*#)
10.31 Directors' Business Travel Insurance Plan. (Exhibit 10.36 to
the Company's Form 10-K for the year ended December 31, 1993*#)
10.32 Deferred Compensation Plan for Executives dated October 1,
1993. (Exhibit 10.37 to the Company's Form 10-K for the year
ended December 31, 1993*#)
10.33 Amended and Restated 1993 Nonqualified Employee Benefit
Plans Trust Agreement dated January 1, 1995. (Exhibit 10.38
to the Company's Form 10-K for the year ended December
31, 1994.*#)
10.34 Consolidated Freightways, Inc. Equity Incentive Plan for Non-
Employee Directors. (Attachment to the Company's 1994 Proxy
Statement dated March 18, 1994.*#)
10.35 Amended and Restated Retirement Plan for Directors of
Consolidated Freightways, Inc. dated January 1, 1994. (Exhibit
10.40 to the Company's Form 10-K for the year ended
December 31, 1994.*#)
10.36 Consolidated Freightways, Inc. 1996 Return on Equity Plan dated
March 4, 1996. #
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 28
Exhibit No.
(12) Computation of ratios of earnings to fixed charges
(13) Annual report to security holders:
Consolidated Freightways, Inc. 1995 Annual Report to Shareholders
(Only those portions referenced herein are incorporated in this Form
10-K. Other portions such as "Letter to Shareholders" are not required
and, therefore, are not "filed" as part of this Form 10-K.)
(21) Significant Subsidiaries of the Company.
(27) Financial Data Schedule
(99) Additional documents:
99.1 Consolidated Freightways, Inc. 1996 Notice of Annual Meeting and
Proxy Statement dated March 22, 1996. (Only those portions
referenced herein are incorporated in this Form 10-K. Other
portions are not required and, therefore, are not "filed" as a
part of this Form 10-K.*)
99.2 Note Agreement dated as of July 17, 1989, between the ESOP,
Consolidated Freightways, Inc. and the Note Purchasers named
therein. (Exhibit 28.1 as filed on Form SE dated July 21,
1989*)
99.3 Guarantee and Agreement dated as of July 17, 1989, delivered by
Consolidated Freightways, Inc. (Exhibit 28.2 as filed on Form
SE dated July 21, 1989*).
99.4 Form of Restructured Note Agreement between Consolidated
Freightways, Inc., Thrift and Stock Ownership Trust as Issuer
and various financial institutions as Purchasers named therein,
dated as of November 3, 1992. (Exhibit 28.4 to the Company's
Form 10-K for the year ended December 31, 1992*).
99.5 Form of Restructured Guarantee and Agreement between
Consolidated Freightways, Inc., as Issuer and various financial
institutions as Purchasers named therein, dated as of
November 3, 1992.
(Exhibit 28.5 to the Company's Form 10-K for the year ended
December 31, 1992*).
The remaining exhibits have been omitted because either (1) they are
neither required nor applicable or (2) the required information has been
included in the consolidated financial statements or notes thereto.
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a compensation plan for Management or Directors.