UNITED STATES
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, 2000
Commission File Number 1-12149
CONSOLIDATED FREIGHTWAYS CORPORATION
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 77-0425334
16400 S.E. CF Way, Vancouver, WA 98683
Telephone Number (360) 448-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each
Exchange on
Title of Each Class Which Registered
Common Stock ($.01 par value) NASDAQ
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___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. ___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 on the
National Automated System of the National Association of Securities
Dealers Inc. Automated Quotation System on February 28, 2001:
$99,098,127
Number of shares of Common Stock outstanding
as of February 28, 2001: 21,851,835
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV
Parts I, II and IV are incorporated by reference from Consolidated
Freightways Corporation's 2000 Annual Report to Shareholders. (Only
those portions referenced herein are incorporated in this Form 10-K.)
Part III
Part III is incorporated by reference from the proxy statement to be
filed in connection with the Company's 2001 Annual Meeting of
Shareholders. (Only those portions referenced herein are incorporated
in this Form 10-K.)
Page 1
CONSOLIDATED FREIGHTWAYS CORPORATION
FORM 10-K
Year Ended December 31, 2000
_______________________________________________________________________
INDEX
Item Page
PART I
1. Business 3
2. Properties 7
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 8
PART II
5. Market for the Registrant's Common Stock and
Related Stockholder Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
7A. Quantitative and Qualitative Disclosures About
Market Risk 9
8. Financial Statements and Supplementary Data 9
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 9
PART III
10. Directors and Executive Officers of the Registrant 10
11. Executive Compensation 10
12. Security Ownership of Certain Beneficial
Owners and Management 11
13. Certain Relationships and Related Transactions 11
PART IV
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 11
Signatures 12
Index to Information Incorporated by Reference 13
Index to Financial Information 14
Page 2
CONSOLIDATED FREIGHTWAYS CORPORATION
FORM 10-K
Year Ended December 31, 2000
_______________________________________________________________________
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Consolidated Freightways Corporation is a holding company that was
incorporated in Delaware in 1996. It is herein referred to as the
"Registrant" or "Company". The Company was formerly a subsidiary of CNF
Inc. (the former parent) through December 1, 1996. The Company
consists of Consolidated Freightways Corporation of Delaware (CFCD), a
long-haul freight transportation company, incorporated in 1958 as
successor to the original trucking company organized in 1929, and its
Canadian operations, including Canadian Freightways Ltd., Epic Express,
Milne & Craighead, Canadian Sufferance Warehouses, Blackfoot Logistics,
and other related businesses; CF AirFreight Corporation, a non-asset
based provider of domestic and international air freight forwarding and
full and less-than-container load ocean freight transportation; and
Redwood Systems, Inc., a non-asset based supply chain management
services provider. The Company primarily provides less-than-truckload
transportation, air freight forwarding and supply chain management
services throughout the United States and Canada, as well as in Mexico
through a joint venture, and international freight services between the
United States and more than 80 countries.
(b) Financial Information About Industry Segments
The Company does not present segment disclosures because the air
freight forwarding, supply chain management and international freight
service offerings do not meet the quantitative thresholds of Statement
of Financial Accounting Standards No. 131 "Disclosures about Segments
of an Enterprise and Related Information."
(c) Narrative Description of Business
The Company, headquartered in Vancouver, Washington, is the holding
company of CFCD, a long-haul freight transportation company providing
less-than-truckload freight services throughout the United States and
Canada, as well as in Mexico through a joint venture, and international
freight services between the United States and more than 80 countries
through operating agreements with ocean carriers and a network of
international partners. Operations consist of an extensive
transportation network that typically moves shipments of manufactured
or non-perishable processed products having relatively high value and
requiring consistent, expedited service, compared to the bulk raw
materials characteristically transported by railroads, pipelines and
water carriers. Less-than-truckload (LTL) is an industry designation
for shipments weighing less than 10,000 pounds. CFCD is one of the
nation's largest LTL motor carriers in terms of 2000 revenues. During
2000, CF AirFreight Corporation, a wholly owned subsidiary of the
Company, acquired substantially all of the assets and liabilities of
privately held FirstAir Inc., a non-asset based provider of domestic
and international air freight forwarding and full and less-than-
container load ocean freight transportation. The Company also provides
supply chain management services through its wholly owned subsidiary,
Redwood Systems, Inc. (Redwood). Redwood is a third party, non-asset
based logistics company that offers complete supply chain management
services including dedicated contract warehousing and carriage, just-in-
time delivery and specialized time-definite distribution, information-
based logistics services and worldwide multi-modal logistics.
Page 3
CFCD's primary competitors in the national LTL market are Yellow
Freight System, Inc., Roadway Express, Inc. and Arkansas Best
Corporation. CFCD also competes for LTL freight with regional LTL
motor carriers, small package carriers, private carriage and freight
forwarders. Competition for freight is based primarily upon price,
service consistency and transit time. The Company is faced with a
decline of its market share in the "greater than 1,500 miles" length-of-
haul market due to trends such as the "regionalization" of freight due
to just-in-time inventory practices, distributed warehousing and other
changes in business processes. Also contributing to this decline are
longer length-of-haul service offerings by regional and parcel
carriers. To grow, the Company must continue to invest in its
infrastructure to become more efficient and competitive in the shorter
length-of-haul lanes; improve efficiencies in its core longer length-of-
haul lanes, and develop services tailored to customer needs.
As a large carrier of LTL general freight, at December 31, 2000, CFCD
operated 37,700 vehicle units including inter-city tractors and
trailers and pick-up and delivery units. It had a network of 302
freight terminals, metro centers and regional consolidation centers.
There is a broad diversity in the customers served, size of shipments,
commodities transported and length-of-haul. No single commodity
accounted for more than a small fraction of total revenues.
In 2000, CFCD operated in excess of 597 million linehaul miles. Road
equipment consists of one tractor pulling two 28-foot trailers or, to a
limited extent, one semi-trailer or three 28-foot trailers. CFCD
operates daily schedules utilizing relay drivers who drive
approximately eight to ten hours each day and sleeper teams, which in
2000, approximated 22% of all linehaul miles. Rail miles as a
percentage of total linehaul miles approximated 24%.
CFCD and several Canadian subsidiaries serve Canada through terminals
in the provinces of Alberta, British Columbia, Manitoba, New Brunswick,
Nova Scotia, Ontario, Quebec, Saskatchewan and in the Yukon Territory.
The Canadian subsidiaries utilize 34 terminals and a fleet of over
1,620 trucks, tractors and trailers.
Cyclicality and Seasonality
The months of September, October and November of each year usually have
the highest business levels while the first quarter has the lowest.
The LTL industry is affected by seasonal fluctuations, which affect the
amount of freight to be transported. Freight shipments and operating
results are also affected adversely by inclement weather conditions.
Employees
At December 31, 2000, 81% of the Company's domestic employees were
represented by various labor unions, primarily the International
Brotherhood of Teamsters. On April 13, 1998, the International
Brotherhood of Teamsters ratified a new five-year National Master
Freight Agreement with CFCD and three other national motor freight
carriers.
Labor costs, including fringe benefits, averaged approximately 64% of
the Company's 2000 revenues. The Company had approximately 21,100,
22,100, and 21,000 employees at December 31, 2000, 1999 and 1998,
respectively.
Page 4
Fuel
The average fuel cost per gallon, excluding taxes, was $0.947, $0.578
and $0.462 for the years ended December 31, 2000, 1999 and 1998. The
Company's rules tariff allows for a fuel surcharge when the average
cost per gallon of on-highway diesel fuel exceeds $1.10, including tax,
as determined from the Energy Information Administration of the
Department of Energy's publication of weekly retail on-highway diesel
prices. This provision of the rules tariff became effective in July
1999. However, there can be no assurance that the Company will be able
to maintain this surcharge or successfully implement such surcharges in
response to increased fuel costs in the future.
Federal and State Regulation
Regulation of motor carriers has changed substantially in the last 20
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 which
terminated 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), the Federal Motor Carrier
Safety Administration (FMCSA) and the Surface Transportation Board
(STB), all 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. The
FMCSA, which was created in March 2000, enforces comprehensive trucking
safety regulations relating to driver qualifications, drivers' hours of
service, safety-related equipment requirements, vehicle inspection and
maintenance, analysis of and record-keeping for accidents, and
transportation of hazardous materials. Because CFCD makes large use of
rail "piggyback" (trailer-on-flatcar) service as permitted under its
current collective bargaining agreements, CFCD must also comply with
the hazardous materials transportation regulations of DOT's Federal
Railroad Administration. Compliance with regulations of DOT's Federal
Aviation Administration is required when CF AirFreight tenders
shipments to air carriers. 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 agreements
under jurisdiction inherited from the ICC.
At the state level, federal pre-emption of economic regulation does not
prevent the states from regulating motor vehicle safety on their
highways. 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.
Page 5
Canadian Regulation
Although the provinces in Canada have regulatory authority over intra-
provincial operations of motor carriers, they have elected to
substantially eliminate intra-provincial regulation of the general
freight trucking industry. Federal legislation to phase in deregulation
of the extra-provincial motor carrier industry took effect January 1,
1988 and the phase in was completed in 1997. The new legislation
relaxed economic regulation of extra-provincial trucking by easing
market entry restrictions. The Canadian provinces have implemented
safety regulations of trucking services applicable to both extra-
provincial and intra-provincial operations of motor carriers. CFCD and
its Canadian affiliates wrote off substantially all of the unamortized
cost of their Canadian operating authorities in 1992.
General
The research and development activities of the Company are not
significant.
During 2000, 1999 and 1998 there was no single customer of the Company
that accounted for 10% or more of consolidated revenues.
The Company is subject to Federal, state and local environmental laws
and regulations relating to, among other things, contingency planning
for spills of petroleum products, and its disposal of waste oil.
Additionally, the Company is subject to significant regulations dealing
with underground fuel storage tanks. The Company stores some of its
fuel for its trucks and tractors in 238 underground tanks located in 42
states. The Company believes that it is in substantial compliance with
all such environmental laws and regulations and is not aware of any
leaks from such tanks that could reasonably be expected to have a
material adverse effect on the Company's business, financial position
or results of operations. However, there can be no assurances that
environmental matters existing with respect to the Company, or
compliance by the Company with laws relating to environmental matters,
will not have a material adverse effect on the Company's business,
financial position or results of operations.
The Company has in place policies and methods designed to conform with
these regulations. The Company estimates that capital expenditures for
upgrading underground tank systems and costs associated with cleaning
activities for 2001 will not be material.
The Company has received notices from the Environmental Protection
Agency (EPA) and others that it has been identified as a potentially
responsible party (PRP) under the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA) or other Federal and state
environmental statutes at various Superfund sites. Under CERCLA, PRP's
are jointly and severally liable for all site remediation and expenses.
Based upon the advice of local environmental attorneys and cost studies
performed by environmental engineers hired by the EPA (or other Federal
or State agencies), the Company believes its obligations with respect
to such sites would not have a material adverse effect on its financial
position or results of operations.
(d) Financial Information About Foreign and Domestic Operations and
Export Sales.
Geographic information is summarized in Note 11 on page 27 of the 2000
Annual Report to Shareholders and is incorporated herein by reference.
Page 6
ITEM 2. PROPERTIES
The following summarizes the terminals, freight service centers and
warehouses operated by the Company or its subsidiaries at December 31,
2000. These major facilities generally consist of a large dock with
loading doors, a small office and a large yard for the movement of
tractors and trailers in the normal business operations. As the Company
continues to invest in its infrastructure to become more competitive
and efficient, some terminals will be consolidated and others expanded.
Owned Leased Total
204 136 340
The following table sets forth the location and square footage of the
principal facilities operated by the Company or its subsidiaries:
Location Square Footage
(c) Rancho Cucamonga, CA 419,064
(c) Guadalajara, Mexico 369,750
Mira Loma, CA 280,672
Chicago, IL 231,159
Carlisle, PA 151,100
Kansas City, MO 131,916
(d) Edmonton, Alberta, Canada 121,415
Memphis, TN 118,745
Nashville, TN 118,622
(a) Indianapolis, IN 109,460
Orlando, FL 101,557
South Chicago, IL 98,738
(c) St. Petersburg, FL 95,812
(d) Vancouver, British Columbia,
Canada 95,725
(a) Minneapolis, MN 94,890
Charlotte, NC 89,204
St. Louis, MO 88,640
Akron, OH 82,494
Sacramento, CA 81,286
Atlanta, GA 77,920
Houston, TX 77,346
Dallas, TX 75,358
Buffalo, NY 73,380
Milwaukee, WI 70,661
Salt Lake City, UT 68,480
Seattle, WA 59,720
(d) Toronto, Ontario, Canada 53,431
(b) Springfield, MA 51,760
(a) Facility partially or wholly financed through the issuance of
industrial revenue bonds.
(b) Property is leased from a subsidiary of CNF Inc. through December
1, 2005.
(c) Dedicated contract warehouse and distribution facility operated by
Redwood.
(d) Property is owned by one of the Company's Canadian subsidiaries.
Page 7
ITEM 3. LEGAL PROCEEDINGS
The legal proceedings of the Company are summarized in Item 8.
Discussions of certain environmental matters are presented in Items 1
and 7.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is listed for trading on the NASDAQ Stock
Market's National Market. The Company's Common Stock began trading on
December 3, 1996. The quarterly ranges of the market price of the
Company's Common Stock during the period January 1, 1999 to December
31, 2000 are presented in the "Quarterly Financial Data" on page 30 of
the 2000 Annual Report to Shareholders and are incorporated herein by
reference. Currently there are no cash dividends paid on the Company's
Common Stock. The Company presently expects that it will not pay a
dividend in 2001 and has no intention to do so. The Company's dividend
policy thereafter will be dependent on the circumstances then in
existence. There can be no assurance, however, that the Company will
pay any cash dividends on its Common Stock in the future.
During 2000, the Company repurchased 60,000 shares of its common stock
for $267,000 and is authorized to repurchase an additional $19.5
million.
As of December 31, 2000, there were 32,500 holders of record of the
common stock ($.01 par value) of the Company.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data is presented in the "Five Year Financial
Summary" on page 31 of the 2000 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 on pages 16 through 18 of the 2000 Annual
Report to Shareholders and is incorporated herein by reference.
Under "Liquidity and Capital Resources" in Management's Discussion and
Analysis of Financial Condition and Results of Operations incorporated
by reference from the 2000 Annual Report to Shareholders, the Company
states that the new credit facility is anticipated to be in place by
March 30, 2001. The Company now expects formal documentation will be
concluded sometime in April, 2001.
Certain statements included or incorporated by reference herein,
including certain statements under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" referred to
above, constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and are subject to
a number of risks and uncertainties. Any such forward-looking
statements included or incorporated by reference herein should not be
relied upon as predictions of future events. 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," "pro forma," "estimates,"
or "anticipates" or the negative thereof or other variations thereof or
comparable terminology, or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily dependent
on assumptions, data or methods that may be incorrect or imprecise and
they may be incapable of being realized. In that regard, the following
factors, among others, and in addition to matters discussed elsewhere
herein and in documents incorporated by reference herein, could cause
actual results and other matters to differ materially from those in
such forward-looking statements: general economic conditions; general
business conditions of customers served and other shifts in market
demand; increases in domestic and international competition; pricing
pressures, rate levels and capacity in the motor-freight industry;
future operating costs such as employee wages and benefits, fuel prices
and workers compensation and self-insurance claims; shortages of
drivers; weather; environmental and tax matters; changes in
governmental regulation; technology costs; legal claims; timing and
amount of capital expenditures; and successful execution of operating
plans, customer service initiatives, marketing plans, process and
operational improvements and cost reduction efforts.
Page 8
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are
presented on page 17 of the 2000 Annual Report to Shareholders and are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Auditors' Report are
presented on pages 19 through 29 of the 2000 Annual Report to
Shareholders and are incorporated herein by reference. The unaudited
quarterly financial data is included on page 30 of the 2000 Annual
Report to Shareholders and is incorporated herein by reference.
Under Footnote 5, "Long-Term Debt" included in the financial statements,
incorporated by reference from the 2000 Annual Report to Shareholders,
the Company states that the new credit facility is anticipated to be in
place by March 30, 2001. The Company now expects formal documentation
will be concluded sometime in April, 2001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
Page 9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The identification of the Company's Directors is presented on pages 2
through 4 of the Company's 2001 Proxy Statement and those pages are
incorporated herein by reference.
The Executive Officers of the Company, their ages at December 31, 2000
and their applicable business experience are as follows:
Patrick H. Blake, 51, President and Chief Executive Officer of the
Company and Chairman and Chief Executive Officer of CFCD since May
2000. Mr. Blake previously served as Executive Vice President -
Operations and Chief Operating Officer of the Company and President and
Chief Operating Officer of CFCD since May 1999. From December 1996
through May 1999, Mr. Blake served as Executive Vice President -
Operations of the Company and as Executive Vice President - Operations
of CFCD since July 1994. He was Vice President - Eastern Region of
CFCD from 1992-1994 and a Division Manager from 1985-1992.
Wayne M. Bolio, 44, Vice President - Human Resources of the Company
since March 2000. From April 1997 through February 2000, Mr. Bolio
served as Assistant General Counsel for the Company and was responsible
for its labor and employment legal matters. Prior to joining the
Company in April 1997, he was an attorney for Southern Pacific
Transportation Company from 1991, most recently as Assistant General
Counsel from 1993.
Patrick J. Brady, 49, Senior Vice President - Sales and Marketing since
February 2000. Mr. Brady had served as Vice President - Eastern Region
of CFCD since January 1995 and was a Division Manager before that.
Stephen D. Richards, 57, Senior Vice President and General Counsel of
the Company since December 1996. Mr. Richards served as Vice President
and General Counsel of CFCD since September 1995. He was Deputy General
Counsel of the former parent for the preceding four years.
Thomas A. Paulsen, 57, Executive Vice President and Chief Operating
Officer of the Company and President and Chief Operating Officer of
CFCD since May 2000. Mr. Paulsen previously served as Senior Vice
President - Operations of CFCD from August 1998 through May 2000. Mr.
Paulsen was a Vice President of CFCD from March 1985 to July 1998.
Samuel A. Woodward, 51, Senior Vice President - Strategic Operations
and Planning since January 2001. Mr. Woodward is co-founder of
myFreightWorld, a freight industry web-based consortium. Prior to
that, Mr. Woodward served as Senior Vice President - Operations and
Planning at Yellow Corporation and held executive positions with
transportation consultancy SH&E, a subsidiary of Reed Elsevier, and
with merchant banker The Taggert Group.
Robert E. Wrightson, 61, Executive Vice President and Chief Financial
Officer of the Company since July 2000. Mr. Wrightson previously
served as Senior Vice President and Controller of the Company since
December 1996 and as Senior Vice President and Controller of CFCD since
July 1994. Prior to joining CFCD, he was Vice President and Controller
of the former parent, assuming that position in 1989.
ITEM 11. EXECUTIVE COMPENSATION
The required information for Item 11 is presented on pages 9 through 16
of the Company's 2001 Proxy Statement, and those pages are incorporated
herein by reference.
Page 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The required information for Item 12 is included on pages 5 through 7
of the Company's 2001 Proxy Statement 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
No reports on Form 8-K were filed in the quarter ended December
31, 2000.
Page 11
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.
March 29, 2001 CONSOLIDATED FREIGHTWAYS CORPORATION
(Registrant)
By:/s/Robert E. Wrightson
Robert E. Wrightson
Executive Vice President and
Chief Financial Officer
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 29, 2001 /s/Patrick H. Blake
Patrick H. Blake
President, Chief Executive Officer
and Director
March 29, 2001 /s/Robert E. Wrightson
Robert E. Wrightson
Executive Vice President and
Chief Financial Officer
March 29, 2001 /s/James R. Tener
James R. Tener
Vice President and Controller
March 29, 2001 /s/William D. Walsh
William D. Walsh
Chairman of the Board
March 29, 2001 /s/G. Robert Evans
G. Robert Evans
Vice Chairman of the Board
March 29, 2001 /s/Paul B. Guenther
Paul B. Guenther, Director
March 29, 2001 /s/Henry C. Montgomery
Henry C. Montgomery, Director
Page 12
CONSOLIDATED FREIGHTWAYS CORPORATION
FORM 10-K
Year Ended December 31, 2000
_______________________________________________________________________
INDEX TO INFORMATION INCORPORATED BY REFERENCE
Consolidated Freightways Corporation and Subsidiaries
The following items are incorporated herein by reference from the
Company's 2000 Annual Report to Shareholders. The page references
refer to the Annual Report to Shareholders.
Item Page
Item 1(d). Financial Information About Foreign and Domestic
Operations and Export Sales 27
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters 30
Item 6. Selected Financial Data 31
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16-18
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 17
Item 8. Financial Statements and Supplementary Data 19-30
The following items are incorporated herein by reference from the
Company's 2001 Proxy Statement. The page references refer to the Proxy
Statement.
Item Page
Item 10. Directors and Executive Officers of the Registrant 2-4
Item 11. Executive Compensation 9-16
Item 12. Security Ownership of Certain Beneficial Owners
and Management 5-7
Page 13
CONSOLIDATED FREIGHTWAYS CORPORATION
FORM 10-K
Year Ended December 31, 2000
_______________________________________________________________________
INDEX TO FINANCIAL INFORMATION
Consolidated Freightways Corporation and Subsidiaries
The following Consolidated Financial Statements of Consolidated
Freightways Corporation and Subsidiaries appearing on pages 19 through
29 of the Company's 2000 Annual Report to Shareholders are incorporated
herein by reference:
Consolidated Balance Sheets - December 31, 2000 and 1999
Statements of Consolidated Operations - Years Ended December 31,
2000, 1999 and 1998
Statements of Consolidated Cash Flows - Years Ended December 31,
2000, 1999 and 1998
Statements of Consolidated Shareholders' Equity - Years Ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
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 15
Report of Independent Public Accountants 15
Schedule II - Valuation and Qualifying Accounts 16
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 14
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 Consolidated Freightways Corporation's previously
filed Registration Statement File Nos. 333-16851, 333-16835, 333-25167,
333-95859, 333-85775, 333-95861 and 333-42456.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Portland, Oregon,
March 28, 2001
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Consolidated Freightways Corporation:
We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements
included in Consolidated Freightways Corporation's 2000 Annual Report
to Shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 25, 2001. Our audit was made
for the purpose of forming an opinion on those statements taken as a
whole. The Schedule on page 16 is the responsibility of the Company's
management and is presented for the purpose 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
Portland, Oregon,
January 25, 2001
Page 15
SCHEDULE II
CONSOLIDATED FREIGHTWAYS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 2000
(In thousands)
DESCRIPTION
ALLOWANCE FOR DOUBTFUL ACCOUNTS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
2000 $13,340 $18,468 $ - $(18,921)(a) $12,887
1999 $11,413 $18,166 $ - $(16,239)(a) $13,340
1998 $ 7,467 $15,127 $ - $(11,181)(a) $11,413
(a) Accounts written off net of recoveries.
Page 16
INDEX TO EXHIBITS
ITEM 14(a)(3)
Exhibit No.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession:
2.1 Distribution Agreement between Consolidated Freightways
Corporation and Consolidated Freightways, Inc., dated
November 25, 1996. (Exhibit 2.1 to the Company's
Form 8-K dated March 12, 1997.) (*)
(3) Articles of incorporation and bylaws:
3.1 Amended and Restated Certificate of Incorporation of
Consolidated Freightways Corporation. (Exhibit 3.1 to
the Company's Form 10 filed October 2, 1996.) (*)
3.2 Amended and Restated Bylaws of Consolidated Freightways
Corporation. (Exhibit 3.2 to the Company's Form 10-K for the
year ended December 31, 1998.) (*)
(10) Material Contracts:
10.1 Alternative Dispute Resolution Agreement Between
Consolidated Freightways Corporation and Consolidated Freightways,
Inc., dated as of December 2, 1996. (Exhibit 10.2 to the Company's
Form 8-K dated March 12, 1997.) (*)
10.2 Employee Benefit Matters Agreement between Consolidated
Freightways Corporation and Consolidated Freightways, Inc., dated as
of December 2, 1996. (Exhibit 10.3 to the Company's Form 8-K dated
March 12, 1997.) (*)
10.3 Tax Sharing Agreement between Consolidated Freightways
Corporation and Consolidated Freightways, Inc., dated as of December
2, 1996. (Exhibit 10.4 to the Company's Form 8-K dated March 12,
1997.) (*)
10.4 Reimbursement and Indemnification Agreement between
Consolidated Freightways Corporation of Delaware and Consolidated
Freightways,Inc., dated as of October 1, 1996. (Exhibit 10.5 to
the Company's Form 8-K dated March 12, 1997.) (*)
10.5 Consolidated Freightways Corporation 1996 Stock Option and
Incentive Plan. (Exhibit 10.6 to the Company's Form 10 filed October
2, 1996)(*)(#)
10.6 Consolidated Freightways Corporation 1996 Restricted Stock Award
Agreements. (Exhibit 10.8 to the Company's Form 10-K for the
year ended December 31, 1996.) (*)(#)
10.7 Consolidated Freightways Corporation Supplemental Executive
Retirement Plan. (Exhibit 10.11 to the Company's
Form 10-K for the year ended December 31, 1996.) (*)(#)
10.8 Consolidated Freightways Inc. Executive Split-Dollar Life
Insurance Plan. (Exhibit 10.12 to the Company's Form 10-K for the year
ended December 31, 1996.) (*)(#)
10.9 Reimbursement and Security Agreement dated July 3, 1997 between
Consolidated Freightways Corporation and CNF Transportation Inc.
(Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
June 30, 1997.)(*)
10.10 Consolidated Freightways Corporation 1999 Equity Incentive Plan and
Forms of Stock Options Agreements. (Exhibit 10.3 to the Company's
Form 10-Q for the quarter ended June 30, 1999.) (*)(#)
(*) Previously filed with the Securities and Exchange Commission and
incorporated by reference.
(#) Designates a contract or compensation plan for Management or Directors.
Page 17
INDEX TO EXHIBITS
ITEM 14(a)(3)
Exhibit No.
10.11 Form of Restricted Stock Award and Deferral Agreement under the 1999
Equity Incentive Plan. (Exhibit 4.5 to the Company's Registration
Statement on Form S-8 dated August 23, 1999, File No 333-85775.) (*)(#)
10.12 Consolidated Freightways Corporation Non-Employee Directors'
Equity Plan and Form of Stock Option Agreement. (Exhibit 10.4 to the
Company's Form 10-Q for the quarter ended June 30, 1999.) (*)(#)
10.13 Employment Agreements with Senior Management. (Exhibits 10.21 to the
Company's Form 10-K for the year ended December 31, 1998 and 10.1
to the Company Form 10-Q for the quarter ended June 30, 1999.) (*)(#)
10.14 Consolidated Freightways Corporation Management Change-of-Control
Plan. (Exhibit 10.22 to the Company's Form 10-K for the year ended
December 31, 1998.) (*)(#)
10.15 Credit Agreement between Consolidated Freightways Corporation of
Delaware, ABN AMRO Bank, N.V. and various other financial institutions,
dated as of October 12, 1999. (Exhibit 10.16 to the Company Form 10-K
for the year ended December 31, 1999) (*)
10.16 Lease Agreement between Consolidated Freightways Corporation of
Delaware, ABN AMRO Bank, N.V. and various other financial
institutions, dated as of October 12, 1999. (Exhibit 10.17 to the
Company's Form 10-K for the year ended December 31, 1999)(*)
10.17 Settlement Agreement and Mutual Release of Claims between Consolidated
Freightways Corporation and W. Roger Curry dated April 14, 2000.
(Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
March 31, 2000)(*)(#)
10.18 Agreement Resolving Certain Maters under the Tax Sharing Agreement
between CNF Transportation Inc. and Consolidated Freightways.
(Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
June 30, 2000)(*)
10.19 Amendment No.1, dated September 27, 2000, to the Credit Agreement
between Consolidated Freightways Corporation of Delaware, ABN AMRO
Bank, N.V. and various other financial institutions dated
October 12, 1999. (Exhibit 10.1 to the Company's Form 10-Q
for the quarter ended September 30, 2000)(*)
10.20 CF AirFreight Savings Plan (Exhibit 4.3 to the Company's Registration
Statement on Form S-8 dated July 28, 2000, File No 333-42456.) (*)(#)
10.21 Amendment No.2, dated December 7, 2000, to the Credit Agreement between
Consolidated Freightways Corporation of Delaware, ABN AMRO Bank, N.V.
and various other financial institutions dated October 12, 1999.
10.22 Amendment No.3, dated February 5, 2001, to the Credit Agreement
between Consolidated Freightways Corporation of Delaware, ABN AMRO
Bank, N.V. and various other financial institutions dated
October 12, 1999.
10.23 Consolidated Freightways Corporation Senior Executive Incentive
Plan for 2001.(#)
10.24 Employment Agreements with Senior Management.(#)
10.25 Consulting Arrangement between Consolidated Freightways Corporation
and G. Robert Evans.(#)
10.26 Consolidated Freightways Corporation Amended Deferred Compensation Plan
for Executives.(#)
10.27 Consolidated Freightways Corporation Split-Dollar Life Insurance Plan
2001 Restatement.(#)
(*) Previously filed with the Securities and Exchange Commission and
incorporated by reference.
(#) Designates a contract or compensation plan for Management or Directors.
Page 18
INDEX TO EXHIBITS
ITEM 14(a)(3)
Exhibit No.
(13) Annual Report to Security Holders:
Consolidated Freightways Corporation 2000 Annual Report to
Shareholders. (Only those portions referenced herein are incorporated
in this Form 10-K. Other portions such as the "Letter to Shareholders"
are not required and therefore not "filed" as part of this Form 10-K.)
(23) Consents of Experts and Counsel
(23.1) Consent of Arthur Andersen LLP, independent public
accountants (included on page 15 with the auditor's report
in this Annual Report on Form 10-K)
(21) Subsidiaries of the Company
Page 19