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PAGE 1
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, 1993 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
$1.54 Depositary Shares each
representing one-tenth of a share
of Series C Conversion Preferred
Stock New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
9-1/8% Notes Due 1999
Medium-Term Notes, Series A
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 ___X___ No _______
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__________
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, 1994: $730,765,672
Number of shares of Common Stock outstanding
as of January 31, 1994: 35,816,779
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV
Consolidated Freightways, Inc. 1993 Annual Report to Shareholders (only those
portions referenced herein are incorporated in this Form 10-K).
Part III
Proxy Statement dated March 18, 1994, (only those portions referenced herein
are incorporated in this Form 10-K).
PAGE 2
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1993
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
INDEX
-----
Item Page
- ---- ----
PART I
------
1. Business 3
2. Properties 11
3. Legal Proceedings 12
4. Submission of Matters to a Vote of Security Holders 12
PART II
-------
5. Market for the Company's Common Stock and
Related Security Holder Matters 13
6. Selected Financial Data 13
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
8. Financial Statements and Supplementary Data 13
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 13
PART III
--------
10. Directors and Executive Officers of the Company 14
11. Executive Compensation 15
12. Security Ownership of Certain Beneficial
Owners and Management 15
13. Certain Relationships and Related Transactions 15
PART IV
-------
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 16
SIGNATURES 17
INDEX TO FINANCIAL INFORMATION 19
PAGE 3
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1993
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
PART 1
------
ITEM 1. BUSINESS
(a) General Development of Business
- -----------------------------------
Consolidated Freightways, Inc. is a holding company which participates
through subsidiaries in various forms of long-haul and regional trucking,
intermodal rail and ocean services, domestic and international air cargo
delivery services and related transportation activities. These operations
are organized into three primary business groups: Long-Haul Trucking (CF
MotorFreight), Regional Trucking and Intermodal (Con-Way Transportation
Services), and Air Freight (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, 1993, 1992 and 1991, and
identifiable assets as of those dates is presented in Note 11 on pages 43 and
44 of the 1993 Annual Report to Shareholders and is incorporated herein by
reference. Geographic group information is also presented therein.
Intersegment revenues are not material.
(c) Narrative Description of Business
- -------------------------------------
The Company has designated three principal operating groups: the CF
MotorFreight Group provides intermediate and long-haul, less-than-truckload
freight service in the U.S. and portions of Mexico, Canada, the Caribbean,
Latin and Central America and Europe; the Con-Way Transportation Services
Group provides regional trucking, intermodal movements of truckload freight,
non-vessel operating common carriage and ocean container freight services;
and, the Emery Worldwide Group is responsible for all domestic and
international air freight activities.
PAGE 4
CF MOTORFREIGHT
----------------
CF MotorFreight (CFMF), the Company's largest single operating unit, is based
in Menlo Park, California. The group is composed of Consolidated Freightways
Corporation of Delaware (CFCD), which includes CF MotorFreight and three
other operating units, and three non-carrier component operations. Its
carrier group provides general freight services nationwide and in portions of
Canada, Mexico, the Caribbean area, Latin and Central America and Europe.
General freight is typically shipments of manufactured or non-perishable
processed products having 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 motor carriers in terms of 1993 revenues.
Competition within the industry has intensified since the passage of the
Motor Carrier Act of 1980. Consequently, pricing has become increasingly
important as a competitive factor. To retain market share, CFMF is also
evolving to provide faster, more time definite, higher quality and lower cost
services as shippers seek to compress production cycles and cut distribution
costs.
As a large carrier of LTL general commodity freight, CFMF has pick-up and
delivery fleets in each area served, and a fleet of intercity tractors and
trailers. It has a network of 539 U.S. and Canadian freight terminals
including 28 regional consolidation centers. CFMF is supported by a
sophisticated data processing system for the control and management of the
business.
CFMF provides a regular route, common and contract carrier freight service
between points in all 50 states, the Caribbean area, Mexico, Latin and
Central America and Europe and to points served by Canadian subsidiaries as
discussed below. There is a broad diversity in the customers served, size of
shipments, commodities transported and length of haul. No single customer or
commodity accounts for more than a small fraction of total revenues.
CFMF operates daily schedules utilizing primarily relay drivers driving
approximately eight to ten hours each. Some schedules operate with sleeper
teams driving designated routes. 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. Legislation enacted in 1982 has provided for the
use of 28-foot double trailers and 48-foot semi-trailers throughout the
United States. (See "State Regulation" below.) Trailers in double or triple
combination are more efficient and economical than a tractor and single
semi-trailer combination. CFMF utilizes trailer equipment 102-inches in
width. In 1993, the Company operated in excess of 537 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 better than all other types of vehicle combinations used by
the Company.
CFMF and other subsidiaries of CFCD serve Canada through terminals in the
provinces of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia,
Ontario, Quebec, Saskatchewan and in the Yukon Territory.
PAGE 5
Non-Carrier Operations
----------------------
Menlo Logistics provides logistics management services for industrial and
retail businesses including carrier management, dedicated fleet and warehouse
operations, just-in-time delivery programs, customer order processing and
freight bill payment and auditing. The other non-carrier operations within
the CF MotorFreight Group generate a majority of their sales from other
companies within the CF Group. Road Systems, Inc. primarily manufactures
trailers. Willamette Sales Co. serves as a distributor of heavy-duty truck,
marine and construction equipment parts.
Employees
---------
Approximately 88% of CFMF's domestic employees are 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 on March 31, 1994.
Labor costs, including fringe benefits, average approximately 65% of
revenues. This results in a relatively high proportion of variable costs,
which allows CFMF flexibility to adjust certain costs to fluctuations in
business levels. CFMF's domestic employment has declined to 21,000 employees
at December 31, 1993 from approximately 22,000 at December 31, 1992,
primarily the result of declining tonnage and several programs to streamline
operations during 1993.
Fuel
----
Fuel prices have fluctuated during the last three years with prices declining
in 1991 following a resolution of the Middle East conflict and fuel prices
continued to decline in 1992. Fuel prices declined slightly in 1993 despite
increased fuel taxation and stricter environmental regulations. CFMF's
average annual diesel fuel cost per gallon (without tax) declined from $.671
in 1991 to $.632 and $.615 in 1992 and 1993, respectively.
Federal and State Regulation
----------------------------
On July 1, 1980, the Motor Carrier Act of 1980 became effective. The Act
made substantial changes in federal regulation of the motor carrier industry.
It provided for easier access to the industry by new trucking companies and
eased restrictions on expansion of services by existing carriers. In
addition, CFMF's operations are subject to a variety of economic regulations
by state authorities. Historically, such regulations also covered, among
other things, size and weight of motor carrier equipment.
PAGE 6
Federal legislation applies to the interstate highway system and to other
qualifying federal-aid primary system highways in all states. Full
implementation of the federal legislation has been hampered by regulations
in certain states, which have imposed trailer length, size and weight
limitations on access and intercity routes. These limitations do not
conform with the federal requirements and therefore are obstacles to
efficient operations. CFMF's mainline operations are designed to avoid
locales with these limitations.
Canadian Regulation
-------------------
The provinces in Canada have regulatory authority over intra-provincial
operations of motor carriers and have been delegated by 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.
CON-WAY TRANSPORTATION SERVICES
-------------------------------
Con-Way Transportation Services, Inc. (CTS) is a holding company for
operations that individually provide various transportation services,
specifically regional trucking, trailer-on-flatcar or containerized movements
of truckload freight, non-vessel operating common carriage and ocean
container freight services. CTS has five operating units and approximately
7,600 employees. The Con-Way's face more competition than in the past as
national LTL companies continue to acquire regional operations, combining
previously independent carriers into an inter-regional network. However,
growth in quick-response logistics and new service product offerings will
provide new market opportunities. Refer to the CF MotorFreight section for
a discussion of other factors affecting surface transportation.
Regional Carriers
-----------------
Each of CTS' four regional carriers operates within a defined geographic area
to provide primarily next-day and second day service for freight moving up to
1,000 miles.
Con-Way Western Express, Inc. (CWX) began operations in May 1983 and
operates in California, Nevada, Arizona, New Mexico, western portions of
Texas, Hawaii and Mexico. At December 31, 1993, CWX served customers from 51
service centers.
Con-Way Central Express, Inc. (CCX) inaugurated operations in June 1983
and provides service in 13 states of the mid-west, east, north-east and
eastern Canada. CCX operated 156 service centers at December 31, 1993.
PAGE 7
Con-Way Southern Express, Inc. (CSE) began operations in April 1987 and
operates in Florida, Alabama, Tennessee, Virginia, North and South Carolina,
Maryland, Georgia and Puerto Rico. CSE served customers from 54 service
centers at December 31, 1993.
Con-Way Southwest Express, Inc. (CSW) began operations in November 1989 and
operates in seven southwestern states and Mexico. CSW operated 41 service
centers at December 31, 1993.
A joint service program initiated by CTS allows the regional carriers to move
freight in two-day lanes from a region serviced by one operating unit to
regions serviced by other of the operating units within the existing
infrastructure. The program allows CTS to compete for second day business
not individually serviced by regional carriers.
Con-Way Intermodal Inc.
-----------------------
The Company offers truckload service and ocean container freight handling.
The truckload portion of the Company provides door-to-door intermodal
movement of full truckload shipments via rail trailer, and with dedicated
containers and pick-up and delivery resources in a nationwide stack train
network. The ocean service portion provides international shipping services
through offices in more than two dozen international trade centers and serves
the U.S., Europe, Hong Kong, Australia, other Pacific Rim nations and most
recently Latin America.
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 air freight operation, CF AirFreight, Inc. The combined companies
immediately expanded EWW's ability to deliver air freight within North
America and to 88 countries worldwide.
EWW provides global air cargo services through an integrated 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 branch
offices 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 as an air freight forwarder, using
commercial airlines, and with controlled lift, only when necessary. Emery
also operates approximately 1,590 trucks, vans and tractors.
As of December 31, 1993, EWW utilized a fleet of 50 aircraft, 28 of which are
leased on a long-term basis, 9 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 3.3 million pounds.
PAGE 8
Emery Worldwide's hub-and-spoke system is centralized at the Dayton
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 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.
In addition to its nightly Prime Time system, the Company added a new
transcontinental daylight service. In the daylight program, two DC-8
freighters crisscross between Hartford, CT and Los Angeles, CA
transconnecting the Dayton HUB. These originating cities then connect with
their respective regional HUBs. The company added capacity and scheduled the
daylight flights to handle increased business levels, respond to customer
service needs in key market lanes. The two daylight aircraft are also used
in the Prime Time schedule thus achieving better utilization of our assets.
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
21 aircraft, 6 of which are leased on a long-term basis and 15 are owned.
The original contract for this operation was awarded to EWA in 1989 and had
been renewed and extended through early January 1994. A new ten year USPS
contract was awarded to the Company during 1993 with service beginning in
January 1994. The contract is similar to the previous USPS contract with the
exception that the sortation function is not included.
The Company has recognized approximately $138 million, $141 million and $199
million of revenue in 1993, 1992 and 1991, respectively, from contracts to
carry Express and Priority Mail for the U.S. Postal Service.
Customers
---------
EWW services, among others, the aviation, automotive, machinery, metals,
electronic and electrical equipment, chemical, apparel and film industries.
Service industries and governmental entities also utilize EWW's services.
Both U.S. and International operations of EWW have wide customer bases.
Competition
-----------
The heavy air-freight market within North American is highly competitive and
price sensitive. Emery has the largest market share in the heavy air-freight
segment. EWW competes with other integrated air freight carriers as well as
freight forwarders.
Competition in the international markets is also service and price sensitive.
In these markets, which are more fragmented than the domestic market, EWW
competes with both United States and international airlines and air freight
forwarders. The North Atlantic market is especially price sensitive due to
the abundance of airlift capacity.
PAGE 9
Customers are seeking companies such as EWW with combined integrated carrier
and freight forwarding capabilities for flexible, cost effective service.
Emery believes this infrastructure and the convenience of its 235 worldwide
service locations are its principal methods of competing in the market in
which it operates.
Regulation
----------
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 so long as they do not have
operational control of aircraft. Airlines are subject to economic regulation
by DOT and maintenance, operating and other safety-related regulation by 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.
Regulation of Ground Transportation
-----------------------------------
When EWW provides ground transportation of cargo having a prior or subsequent
air movement, the ground transportation is exempt from regulation by the
Interstate Commerce Commission (ICC). However, EWW holds ICC and intrastate
motor carrier authorities which can be utilized in providing non-exempt
ground transportation. Registration of ICC authorities is required in each
state where a motor carrier conducts non-exempt operations, and some states
also have required EWW to register as an exempt interstate operator.
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.
PAGE 10
As provided in Section 611 of the Aviation Act, the FAA with the assistance
of the Environmental Protection Agency (EPA), is authorized to establish
aircraft noise standards. Under the National Emission Standards Act of 1967,
as amended by the Clean Air Act Amendments of 1970, 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 the applicable noise and emission
laws.
The Aviation Noise and Capacity Act of 1990 was passed in November of 1990 to
establish 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 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 prepaid and/or volume
discounts. These contract purchases are supplemented by spot purchases. The
weighted average price of domestic jet fuel declined in 1993 and 1992,
respectively. During 1991, the weighted average price of domestic jet fuel
declined following the resolution of the Middle East conflict early in the
year. The 1993 domestic cost per gallon was approximately $.64 compared with
1992 and 1991 weighted average prices of approximately $.67 and $.72 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 Emery Worldwide 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.
Employees
---------
As of December 31, 1993, Emery Worldwide had approximately 7,500 full and
permanent part-time employees as compared to 6,700 in 1992 and 7,000 in 1991.
Approximately 15% of these employees are covered by union contracts.
GENERAL
- -------
The research and development activities of the Company are not significant.
During 1993, 1992 and 1991 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 46 and 47 of the 1993 Annual Report to Shareholders and is
incorporated herein by reference.
PAGE 11
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 to be immaterial. 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, they do not anticipate that such cost increases will have any
materially adverse effects on capital expenditures, earnings or competitive
position.
(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 1993, 1992 and 1991 is contained in Note 11 on page 43 and 44 of the
1993 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, 1993:
Owned Leased Total
----- ------ -----
CF MotorFreight 275 264 539
Con-Way Transportation Services 38 264 302
Emery Worldwide 9 226 235
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 consolidation center terminals
Mira Loma, CA 280,672
Chicago, IL 231,159
* Columbus, OH 118,774
Memphis, TN 118,745
Nashville, TN 118,622
Orlando, FL 101,557
* Minneapolis, MN 94,890
St. Louis, MO 88,640
* Pocono, PA 86,285
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
PAGE 12
Location Square Footage
-------- --------------
CFMF - motor carrier LTL consolidation center terminals
* Peru, IL 73,760
Buffalo, NY 73,380
Cheyenne, WY 71,298
Milwaukee, WI 70,661
Salt Lake City, UT 68,480
Charlotte, NC 66,896
Seattle, WA 59,720
* York, PA 56,384
Kansas City, MO 55,288
* Indianapolis, IN 54,716
Portland, OR 47,824
Phoenix, AZ 20,237
CTS - freight assembly centers
Chicago, IL 113,116
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
Emery - facilities
*Dayton, OH 620,000
Los Angeles, CA 78,264
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 10 on page 43
of the 1993 Annual Report to Shareholders and are incorporated herein by
reference. A discussion of certain environmental matters is presented in
Item 1 and Item 7.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PAGE 13
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 12 on page 45 of the
1993 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, however, the Company's Board of Directors suspended the
quarterly dividend to minimize the Company's cash requirements. Under the
terms of the restructured TASP Notes, as set forth on pages 35 and 36 of the
1993 Annual Report to Shareholders, the Company is restricted from paying
dividends in excess of $10 million plus 50% of the cumulative net income
applicable to common shareholders since the commencement of the agreement.
As of December 31, 1993, there were 15,785 holders of record of the common
stock ($.625 par value) of the Company. The number of shareholders is also
presented in the "Ten Year Financial Summary" on pages 46 and 47 of the
1993 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 46 and 47 of the 1993 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 24 through 26, inclusive, of the 1993 Annual Report to Shareholders
and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Auditors' Report are presented on
pages 27 through 33, inclusive, of the 1993 Annual Report to Shareholders and
are incorporated herein by reference. The unaudited quarterly financial data
is included in Note 12 on page 45 of the 1993 Annual Report to Shareholders
and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PAGE 14
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The identification of the Company's Directors is presented on pages 3 through
9, inclusive, of the Proxy Statement dated March 18, 1994 and those pages are
incorporated herein by reference.
The Executive Officers of the Company, their ages at December 31, 1993 and
their applicable business experience are as follows:
Donald E. Moffitt, 61, President and Chief Executive Officer. Mr. Moffitt
joined Consolidated Freightways Corporation of Delaware, the Company's
principal motor carrier 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. 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. He
also serves on the Advisory Council of the Peninsula Conflict Resolution
Center. Mr. Moffitt is a member of the Advisory Nominating and the Executive
Committees of the Company.
W. Roger Curry, 55, President and Chief Executive Officer of Emery Air
Freight Corporation 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 CFAF in 1975 and Chief Executive
Officer in 1984. Mr. Curry relinquished both offices with CFAF in 1986 when
he was elected Senior Vice President - Marketing of the Company. In 1991 he
was elected President of Emery Air Freight Corporation.
Robert H. Lawrence, 56, Executive Vice President - Operations of the Company
and President and Chief Executive Officer of CFCD. Mr. Lawrence joined the
Company in 1969 as an Assistant Terminal Manager and advanced to Vice
President of the Eastern Area by 1977. He became Vice President of
Operations for CFCD in 1979 and President in 1986. In 1989, while continuing
as President of CFCD, he was elected a Senior Vice President of the Company.
In 1991, he was elected as Executive Vice President - Operations of the
Company.
PAGE 15
Gregory L. Quesnel, 45, Executive Vice President and Chief Financial Officer.
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 later Executive Vice President and Chief Financial
Officer in 1993.
Robert T. Robertson, 52, 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
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, 50, 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 Emery 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 13 through 16,
inclusive, of the Proxy Statement dated March 18, 1994, 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 10 and 11 of the
Proxy Statement dated March 18, 1994, and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PAGE 16
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, 1993.
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 28, 1994 /s/Donald E. Moffitt
--------------------------------------
Donald E. Moffitt
President and Chief Executive
Officer
March 28, 1994 /s/Gregory L. Quesnel
--------------------------------------
Gregory L. Quesnel
Executive Vice President and Chief
Financial Officer
March 28, 1994 /s/Robert E. Wrightson
--------------------------------------
Robert E. Wrightson
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 28, 1994 /s/Raymond F. O'Brien
-------------------------------------
Raymond F. O'Brien
Chairman of the Board
March 28, 1994 /s/Donald E. Moffitt
-------------------------------------
Donald E. Moffitt
President, Chief Executive Officer and
Director
March 28, 1994 /s/John C. Bolinger, Jr.
-------------------------------------
John C. Bolinger, Jr., Director
March 28, 1994 /s/Earl F. Cheit
-------------------------------------
Earl F. Cheit, Director
March 28, 1994 /s/G. Robert Evans
-------------------------------------
G. Robert Evans, Director
March 28, 1994 /s/Robert Jaunich II
-------------------------------------
Robert Jaunich II, Director
March 28, 1994 /s/John S. Perkins
-------------------------------------
John S. Perkins, Director
PAGE 19
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1993
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
INDEX TO FINANCIAL INFORMATION
------------------------------
Consolidated Freightways, Inc. and Subsidiaries
- -----------------------------------------------
The following Consolidated Financial Statements of Consolidated
Freightways, Inc. and Subsidiaries appearing on pages 27 through 45,
inclusive, of the Company's 1993 Annual Report to Shareholders are
incorporated herein by reference:
Report of Independent Public Accountants
Consolidated Balance Sheets - December 31, 1993 and 1992
Statements of Consolidated Operations - Years Ended December 31, 1993,
1992 and 1991
Statements of Consolidated Cash Flows - Years Ended December 31, 1993,
1992 and 1991
Statements of Consolidated Shareholders' Equity - Years Ended
December 31, 1993, 1992 and 1991
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 20
Report of Independent Public Accountants 20
Schedule V - Property, Plant and Equipment -
Years Ended December 31, 1993, 1992 and 1991 21
Schedule VI - Accumulated Depreciation of Property,
Plant and Equipment - Years Ended
December 31, 1993, 1992 and 1991 22
Schedule VIII - Valuation and Qualifying Accounts 23
Schedule X - Supplementary Income Statement Information 24
PAGE 20
The other schedules (Schedules I through IV, VII, IX and XI through
XIV) 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.
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, 33-45313 and 33-52599.
/s/Arthur Andersen & Co.
-------------------------
ARTHUR ANDERSEN & CO.
San Francisco, California
March 28, 1994
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 1993 Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 28, 1994. Our
audit was made for the purpose of forming an opinion on those statements
taken as a whole. The schedules on pages 21 through 24 are the
responsibility of the Company's management and are presented for the purposes
of complying with the Securities and Exchange Commission's rules and are not
part of the basic financial statements. These schedules have been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly state 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 & Co.
--------------------------
ARTHUR ANDERSEN & CO.
San Francisco, California
January 28, 1994
PAGE 21
SCHEDULE V
CONSOLIDATED FREIGHTWAYS, INC.
PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992, 1991
(In thousands)
Translation
adjustment
Balance at and other Balance at
beginning Additions, changes (a) end of
Classification of period at cost Retirements add (deduct) period
- -------------------------- ----------- --------- --------- --------- -----------
1993
- ----
Land $145,547 $8,964 ($1,918) ($191) $152,402
Buildings and improvements 468,269 25,511 (4,674) (814) 488,292
Revenue equipment 900,653 132,007 (66,013) (31,165)(b) 935,482
Other equipment and leasehold
improvements 336,463 34,728 (23,029) (561) 347,601
----------- --------- --------- --------- -----------
Total $1,850,932 $201,210 ($95,634) ($32,731) $1,923,777
=========== ========= ========= ========= ===========
1992
- ----
Land $145,753 -- ($2,383) $2,177 $145,547
Buildings and improvements 457,166 19,185 (5,684) (2,398) 468,269
Revenue equipment 836,773 104,439 (36,156) (4,403) 900,653
Other equipment and leasehold
improvements 336,398 25,082 (21,658) (3,359) 336,463
----------- --------- --------- --------- -----------
Total $1,776,090 $148,706 ($65,881) ($7,983) $1,850,932
=========== ========= ========= ========= ===========
1991
- ----
Land $138,957 $4,487 ($324) $2,633 $145,753
Buildings and improvements 417,586 34,060 (924) 6,444 457,166
Revenue equipment 821,038 30,823 (24,051) 8,963 836,773
Other equipment and leasehold
improvements 336,406 28,703 (26,184) (2,527) 336,398
----------- --------- --------- --------- -----------
Total $1,713,987 $98,073 ($51,483) $15,513 $1,776,090
=========== ========= ========= ========= ===========
(a) Adjustment required as a result of SFAS No. 52 "Foreign Currency Translation"
(b) Consists of purchased overhaul and maintenance reclassified to deferred charges and other assets
PAGE 22
SCHEDULE VI
CONSOLIDATED FREIGHTWAYS, INC.
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992, 1991
(In thousands)
Translation
adjustment
Classification Balance at and other Balance at
- -------------------------- beginning Additions, changes (a) end of
1993 of period at cost Retirements add (deduct) period
- ---- ----------- --------- --------- --------- -----------
Buildings and improvements $190,256 $20,972 ($2,480) ($740) $208,008
Revenue equipment 573,274 80,091 (59,850) (4,372) 589,143
Other equipment and leasehold
improvements 200,568 35,245 (21,641) 2,010 216,182
----------- --------- --------- --------- -----------
Total $964,098 $136,308 ($83,971) ($3,102) $1,013,333
=========== ========= ========= ========= ===========
1992
- ----
Buildings and improvements $167,462 $21,292 ($2,831) $4,333 $190,256
Revenue equipment 529,455 78,727 (32,670) (2,238) 573,274
Other equipment and leasehold
improvements 182,251 38,784 (19,595) (872) 200,568
----------- --------- --------- --------- -----------
Total $879,168 $138,803 ($55,096) $1,223 $964,098
=========== ========= ========= ========= ===========
1991
- ----
Buildings and improvements $146,057 $20,094 ($570) $1,881 $167,462
Revenue equipment 465,471 84,889 (22,004) 1,099 529,455
Other equipment and leasehold
improvements 148,955 45,081 (20,716) 8,931 182,251
----------- --------- --------- --------- -----------
Total $760,483 $150,064 ($43,290) $11,911 $879,168
=========== ========= ========= ========= ===========
(a) Adjustment required as a result of SFAS No. 52 "Foreign Currency Translation"
PAGE 23
SCHEDULE VIII
CONSOLIDATED FREIGHTWAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1993
(In thousands)
DESCRIPTION
- -----------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------- ---------- ---------- ---------- ----------
1993 $26,198 $27,127 $ - $(23,545) (a) $29,780
------- ------- -------- --------- -------
1992 $25,742 $29,707 $ - $(29,251) (a) $26,198
------- ------- -------- --------- -------
1991 $30,385 $29,858 $ - $(34,501) (a) $25,742
------- ------- -------- --------- -------
a) Accounts written off net of recoveries.
PAGE 24
SCHEDULE X
CONSOLIDATED FREIGHTWAYS, INC.
SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years Ended December 31,
(In thousands)
1993 1992 1991
-------- ------- --------
Maintenance and Repairs $131,512 $146,375 $151,475
======== ======== ========
Taxes, other than Payroll and
Income Taxes:
Fuel $ 63,147 $ 56,066 $ 54,385
Other 43,647 39,675 41,142
-------- -------- --------
$106,794 $ 95,741 $ 95,527
======== ======== ========
PAGE 25
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 March 29, 1993.
(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 Form of Certificate of Designations of the Series C Conversion
Preferred Stock (incorporated by reference to Exhibit 4.3
contained in Form SE dated January 29, 1992*).
4.9 Form of Stock Certificate for Series C Conversion Preferred Stock
(incorporated by reference to Exhibit 4.4 contained in Form SE
dated January 29, 1992*).
4.10 Subsidiary Guaranty Agreement dated July 30, 1993 among
Consolidated Freightways, Inc. and various financial institutions
in connection with the $250 million Credit Agreement of the same
date. (Exhibit 4.1 to the Company's Form 10-Q for the quarterly
period ended June 30, 1993*).
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
PAGE 26
Exhibit No.
- -----------
(4) Instruments defining the rights of security holders, including
debentures (continued):
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.
(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*)
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**)
* 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.
PAGE 27
Exhibit No.
- -----------
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**)
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**)
* 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.
PAGE 28
Exhibit No.
- -----------
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 Consolidated Freightways, Inc. Executive Incentive Plan for 1994.
10.23 CF MotorFreight Incentive Plan for 1994.
10.24 Con-Way Transportation Services, Inc. Incentive Plan for 1994.
10.25 Emery Worldwide Incentive Plan for 1994.
10.26 $250 million Credit Agreement dated July 30, 1993 among
Consolidated Freightways, Inc. and various financial institutions.
(Exhibit 10.1 to the Company's Form 10-Q for the quarterly period
ended June 30, 1993*).
10.27 Letter of Credit Facility Agreement dated as of July 30, 1993
between Consolidated Freightways, Inc. and Bank of America
National Trust and Savings Association.
(Exhibit 10.2 to the Company's Form 10-Q for the quarterly period
ended June 30, 1993*).
10.28 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*).
10.29 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*).
10.30 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*).
10.31 Supplemental Retirement Plan dated January 1, 1990.
10.32 Directors' 24-Hour Accidental Death and Dismemberment Plan.
10.33 Executive Split-Dollar Life Insurance Plan dated January 1, 1994.
10.34 Board of Directors' Compensation Plan dated January 1, 1994.
10.35 Excess Benefit Plan dated January 1, 1987.
10.36 Directors' Business Travel Insurance Plan.
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
PAGE 29
Exhibit No.
- ----------
10.37 Deferred Compensation Plan for Executives dated October 1, 1993.
10.38 1993 Nonqualified Employee Benefit Plans Trust Agreement dated
October 1, 1993.
(13) Annual report to security holders:
Consolidated Freightways, Inc. 1993 Annual Report to Shareholders
(Only those portions referenced herein are incorporated in this Form
10-K. Other portions such as "To Our Shareholders and Employees" are
not required and, therefore, are not "filed" as part of this Form
10-K.)
(22) Significant Subsidiaries of the Company.
(28) Additional documents:
28.1 Consolidated Freightways, Inc. 1993 Notice of Annual Meeting and
Proxy Statement dated March 18, 1994. (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.)
28.2 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*)
28.3 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*).
28.4 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*).
28.5 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.