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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, 1996 Commission File Number 1-5046
CONSOLIDATED FREIGHTWAYS, INC.
DBA
CNF TRANSPORTATION INC.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
3240 Hillview Avenue, Palo Alto, California 94304
Telephone Number (415) 494-2900
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock ($.625 par value) New York Stock Exchange
Pacific Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
9-1/8% Notes Due 1999
Medium-Term Notes, Series A
7.35% Notes Due 2005
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes___X___ No_______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes ___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, 1996: $735,960,184.
Number of shares of Common Stock outstanding
as of January 31, 1997: 45,001,442
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV
Consolidated Freightways, Inc. 1996 Annual Report to Shareholders (only
those portions referenced herein are incorporated in this Form 10-K).
Part III
Proxy Statement dated March 24, 1997 (only those portions referenced herein
are incorporated in this Form 10-K).
PAGE 2
CONSOLIDATED FREIGHTWAYS, INC.
DBA CNF TRANSPORTATION INC.
FORM 10-K
Year Ended December 31, 1996
___________________________________________________________________________
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 12
6. Selected Financial Data 12
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 15
SIGNATURES 16
INDEX TO FINANCIAL INFORMATION 19
PAGE 3
CONSOLIDATED FREIGHTWAYS, INC.
dba
CNF TRANSPORTATION INC.
FORM 10-K
Year Ended December 31, 1996
___________________________________________________________________________
PART I
ITEM 1. BUSINESS
(a) General Development of Business
On December 2, 1996, Consolidated Freightways, Inc. (the Registrant)
completed the previously announced tax-free distribution (the Spin-off) to
its shareholders of a new publicly traded company, Consolidated Freightways
Corporation (CFC), composed of its long-haul motor carrier and related
businesses. The Registrant's shareholders received one share of CFC stock
for every two shares of the Registrant's stock owned on November 15, 1996.
Following the Spin-off, the Registrant began doing business as CNF
Transportation Inc., and intends to seek shareholder approval to change its
name at the annual shareholders meeting to be held April 28, 1997.
The Registrant is now a company that participates through subsidiaries in
regional trucking, truckload and intermodal rail, domestic and
international air cargo services, ocean forwarding, contract logistics and
related transportation activities. These operations are organized into
three primary business segments: regional trucking and full-service
truckload (Con-Way Transportation Services); air freight and ocean
forwarding (Emery Worldwide); and Other which is comprised of a third-party
contract logistics company (Menlo Logistics), Road Systems, a trailer
manufacturer, and VantageParts, a wholesale truck parts distributor.
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. but to an
increasing extent are conducted in major foreign countries. An analysis by
industry group of revenues, operating income, depreciation and capital
expenditures for the years ended December 31, 1996, 1995 and 1994, and
identifiable assets as of those dates is presented in Note 13 on pages 37
and 38 of the 1996 Annual Report to Shareholders and is incorporated herein
by reference. Geographic group information is also presented therein.
Intersegment revenues and earnings thereon have been eliminated.
PAGE 4
(c) Narrative Description of Business
The Company, for reporting purposes, has designated three principal
operating segments: the Con-Way Transportation Services Group which
provides one- and two-day, less-than-truckload service as well as highway,
rail and multi-modal logistics services; the Emery Worldwide Group which is
responsible for all domestic and international air freight activities and
ocean forwarding services; and the Other group which is comprised of the
full-service contract logistics subsidiary, Menlo Logistics, Road Systems
and VanatageParts. Each segment is described in greater detail as follows:
CON-WAY TRANSPORTATION SERVICES
Con-Way Transportation Services, Inc. (CTS) is a time-definite and day-
definite freight transportation company with business units that provide
regional and inter-regional LTL freight transportation; full-service
truckload freight service and expedited shipping. CTS serves the regional
and national markets utilizing a dedicated highway fleet and intermodal
rail stack train resources for regional, inter-regional and
transcontinental transportation; urgent or emergency ground expedited
shipping; local and interstate container drayage and international
shipping; assembly and distribution logistics programs. CTS has four main
operating units consisting of three regional carriers as well as a
truckload operation. Beginning in 1996, CTS began operations of Con-Way
NOW, an expedited and emergency ground shipping company initially serving
the Midwest.
Con-Way Regional Carriers
CTS has three regional motor carrier units, each of which operates
dedicated regional trucking networks principally serving core geographic
territories with next-day and second-day service. The regional carriers
serve manufacturing, industrial, commercial and retail business-to-business
customers with a fleet of approximately 23,500 trucks, tractors and
trailers at December 31, 1996.
Con-Way Western Express (CWX) was founded in May 1983 and today operates in
13 western states and serves Canada and Mexico. At December 31, 1996, CWX
operated 63 service centers.
Con-Way Central Express (CCX) was founded in June 1983 and today serves 23
states of the central and northeast U.S. (including New Jersey and
metropolitan New York City), and Ontario, Canada. At December 31, 1996 CCX
operated 205 service centers
Con-Way Southern Express was founded in April 1987 and was combined with
CTS' south-western regional operation in December 1994 to form a single
operating unit under the Con-Way Southern Express (CSE) name. CSE serves a
14-state southern market from Texas to the Carolinas and Florida, and also
serves Puerto Rico and Mexico. CSE operated 100 service centers at
December 31, 1996.
CTS has completed regional service expansions that allow the regional
carriers to provide next-day and second-day freight delivery between their
principal geographic regions, utilizing existing infrastructure. CTS can
now provide full regional service throughout the U.S. and parts of Canada.
The joint service offering is intended to generate additional business by
allowing each regional carrier to
PAGE 5
compete for new traffic and provide coverage of regional market lanes not
individually serviced as part of the regional carrier's core territory. In
1996, a new subsidiary, Con-Way NOW, began operations in the Midwest
serving the expedited surface shipment market with plans for expansion in
1997.
Con-Way Truckload Services
Con-Way Truckload Services (CWT), formerly known as Con-Way Intermodal, is
a full-service, multi-modal truckload company. CWT provides door-to-door
transcontinental movement of truckload shipments by rail container stack
train and rail trailer, utilizing nationwide operating alliances with major
railroads. It also provides expedited inter-regional and regional over-the-
road truckload service with a fleet of company-owned trucks and trailers.
Additionally, CWT provides rail freight forwarding with domestic intermodal
marketing services, assembly and distribution services, and local and
interstate container drayage.
Employees
CTS's domestic employment has increased to approximately 14,300 employees
at December 31, 1996 from approximately 12,400 at December 31, 1995 and
9,700 employees at December 31, 1994.
Customers
There is a broad diversity in the customers served, size of shipments,
commodities transported and length of haul. No single customer or
commodity accounted for more than a small fraction of total revenues.
Competition
The regional trucking companies face competition as national LTL companies
extend into regional markets, and acquire and combine formerly independent
regional carriers into inter-regional groups. Competitors include both
national LTL companies and regional companies, some of which may have
greater financial and other resources than CTS. CTS has sought to meet
these competitive challenges by, among other things, new service offerings,
continued expansion by its regional carrier networks, extension of next-day
and second-day service and enhanced inter-regional network capabilities.
Fuel
Fuel prices have increased significantly in the last year after remaining
stable for the two prior years. CTS's average annual diesel fuel cost per
gallon (without tax) has increased approximately 20% in 1996 compared with
1995. The 1995 fuel cost remained virtually unchanged compared with the
per gallon cost of 1994. To recapture the fuel cost increases, CTS
implemented a fuel surcharge beginning in the second-half of 1996.
PAGE 6
Federal and State Regulation
Regulation of motor carriers has changed substantially in recent years.
The process started with the Motor Carrier Act of 1980, which allowed
easier access to the industry by new trucking companies, removed many
restrictions on expansion of services by existing carriers, and increased
price competition by narrowing the antitrust immunities available to the
industry's collective ratemaking organizations. This deregulatory trend
was continued by subsequent legislation. The process culminated with
federal pre-emption of most economic regulation of intrastate trucking
regulatory bodies effective January 1, 1995, and with legislation to
terminate the Interstate Commerce Commission (ICC) effective January 1,
1996.
Currently, the motor carrier industry is subject to federal regulation by
the Federal Highway Administration (FHWA) and the Surface Transportation
Board (STB), both of which are units of the United States Department of
Transportation (DOT). The FHWA performs certain functions inherited from
the ICC relating chiefly to motor carrier registration, cargo and liability
insurance, extension of credit to motor carrier customers, and leasing of
equipment by motor carriers from owner-operators. In addition, the FHWA
enforces comprehensive trucking safety regulations relating to driver
qualifications, driver hours of service, safety-related equipment
requirements, vehicle inspection and maintenance, recordkeeping on
accidents, and transportation of hazardous materials. As pertinent to the
general freight trucking industry, the STB has authority to resolve certain
types of pricing disputes and authorize certain types of intercarrier
agreements under jurisdiction inherited from the ICC.
At the state level, federal preemption of economic regulation does not
prevent the states from regulating motor vehicle safety on their highways.
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.
EMERY WORLDWIDE
Emery Worldwide (EWW), the Company's air freight unit, was formed when the
Company purchased Emery Air Freight Corporation in April 1989. EWW
provides global air cargo services to 200 countries through an integrated,
combination carrier, freight system designed for the movement of parcels
and packages of all sizes and weights. In North America, EWW provides these
services through a system of sales offices and service centers, and
overseas through foreign subsidiaries, branch sales offices, service
centers and agents. In 1996, international revenues comprised nearly 40%
of Emery's total commercial revenues.
EWW provides door-to-door service within North America by using its own
airlift system, supplemented with commercial airlines. International
services are performed by operating primarily as an air freight forwarder
using commercial airlines, and
PAGE 7
with controlled lift used on a limited basis. Emery also operated
approximately 2,000 trucks, vans and tractors at December 31, 1996.
As of December 31, 1996, EWW utilized a fleet of 71 dedicated aircraft, 48
of which are leased on a long-term basis, while 9 were owned and 14 were
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, was over 4 million pounds.
EWW's hub-and-spoke system is based at the Dayton, Ohio International
Airport where a leased air cargo facility (Hub) and related support
facilities are located. The Hub handles all types of shipments, ranging
from small packages to heavyweight cargo, with a total effective sort
capacity of approximately 1.2 million pounds per hour. The operation of
the Hub in conjunction with EWW's airlift system enables it to maintain a
high level of service reliability.
Through a separate subsidiary of the Company, Emery Worldwide Airlines,
Inc. (EWA), the Company provides nightly cargo airline services under a
contract with the U.S. Postal Service (USPS) to carry Express and Priority
Mail, using 24 aircraft, of which 4 were leased on a long-term basis and 20
were owned at December 31, 1996. The ten year USPS contract was awarded to
EWA in 1993 with service beginning in January 1994.
The Company has recognized approximately $110 million of revenue each year
in 1996, 1995 and 1994, respectively, from contracts to carry Express and
Priority Mail for the USPS.
Operating subsidiaries of EWW include Emery Expedite!, a rapid response
freight handling subsidiary providing door-to-door delivery of shipments in
North America and overseas. EWW's logistics subsidiary, Emery Global
Logistics, continues to expand its service capabilities, and now operates
warehouse and distribution centers for customers in six countries. Emery
Customs Brokerage provides full service customs clearance regardless of
mode or carrier. Another subsidiary, Emery Ocean Services, is a global
freight forwarder and non-vessel operating common carrier that provides
full and less-than-container load service.
Employees
As of December 31, 1996, EWW had nearly 10,000 full-time and regular
part-time employees compared with approximately 9,000 at December 31, 1995.
EWW had approximately 8,000 employees at December 31, 1994.
Technology
An important element in the movement of goods is the rapid movement of
information to track freight, optimize carrier selections, and interlink
and analyze customer data. Starting in 1996, EWW began to invest in what is
expected to be a $70 million multi-year technology program to upgrade its
hardware and software systems architecture, including the tracking system
at its Hub in Dayton, Ohio. The system will provide enhanced tracking
information for shipments to reduce missorts, avoid potential overloads and
to signal freight with specialized handling requirements.
PAGE 8
Customers
EWW services, among others, the automotive, aerospace, machinery, metals,
electronic and electrical equipment, chemical, apparel, film and technology
industries. Service industries and governmental entities also utilize EWW's
services. Both U.S. and international operations of EWW have a wide
variety of customers. No single customer accounted for more then 10% of
EWW's total commercial revenues in 1996.
Competition
The heavy air-freight market within North America is highly competitive and
price and service sensitive. The Company believes that, in 1996, EWW had
the largest market share, based on revenues, in the North American heavy
air-freight segment. EWW competes with other integrated air freight
carriers as well as freight forwarders.
The North Atlantic market is especially price sensitive due to abundant
airlift capacity. Competition in international markets is also service and
price sensitive. In these markets, which the Company believes are typically
more fragmented than the North American market, EWW competes with
international airlines and air freight forwarders. EWW's competitors in
North American and international markets include companies which may have
greater financial and other resources than EWW.
Fuel
EWW purchases substantially all of its jet fuel from major oil companies,
refiners and trading companies on annual contracts with prepayment and/or
volume discounts. These contract purchases are supplemented by spot
purchases. The price of jet fuel has increased significantly in 1996
following only a slight increase in 1995. EWW's 1996 weighted average cost
per gallon (without tax) increased over 21% compared with the 1995 cost per
gallon. EWW began to recover a portion of these higher costs starting in
November 1996 with a fuel index fee. The 1995 weighted average price per
gallon was less than 2% higher than 1994.
EWW believes that it has the flexibility to continue its operations without
material interruption unless there are significant curtailments of its jet
fuel supplies. Neither EWW nor the operators of the aircraft it charters
have experienced any material fuel supply problems. There is a four
million gallon fuel storage facility at the Hub.
Regulation of Air Transportation
The air transportation industry is subject to federal regulation under 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 are not subject to Federal Aviation Administration
(FAA) safety regulations, except security-related rules. Airlines are
subject to economic regulation by the DOT, and maintenance, operating and
other safety-related regulation by the FAA. Thus,
PAGE 9
EWA and other airlines conducting operations for EWW are subject to DOT and
FAA regulation while EWW is not covered by most DOT and FAA regulations.
Regulation of Ground Transportation
When EWW provides ground transportation of cargo having prior or subsequent
air movement, the ground transportation is exempt from the motor carrier
registration requirements and economic regulations which were inherited
from the ICC by FHWA and STB, respectively. Such ground transportation,
however, is subject to comprehensive trucking safety regulation by FHWA as
described in the Con-Way Transportation Services section. In addition, EWW
holds FHWA motor carrier registrations which can be utilized in providing
non-exempt ground transportation. For a description of applicable state
regulations, refer to the discussion in the Con-Way Transportation Services
section.
Environmental Matters
During recent years, operations at several airports have been subject to
restrictions or curfews on arrivals or departures during certain night-time
hours designed to reduce or eliminate noise for surrounding residential
areas. None of these restrictions have materially affected EWW's
operations. If such restrictions
were to be imposed with respect to the airports at which EWW's activities
are centered, and no alternative airports were available to serve the
affected areas, there could be a material adverse effect on EWW's
operations. As provided in the Aviation Act, the FAA is authorized to
establish aircraft noise standards. Under the National Emission Standards
Act of 1967, as amended, the administrator of the Environmental Protection
Agency is authorized to issue regulations setting forth standards for
aircraft emissions. EWW believes that its present fleet of owned, leased or
chartered aircraft is operating in compliance with currently applicable
noise and emission laws.
The Aviation Noise and Capacity Act of 1990 establishes a national aviation
noise policy. The FAA has promulgated regulations under this Act regarding
the phase-in requirements for compliance. This legislation and the related
regulations will require all of EWW's and EWA's owned and leased aircraft
eligible for operation in the contiguous United States to either undergo
modifications or otherwise comply with Stage 3 noise restrictions by year-
end 1999.
OTHER
Menlo Logistics
Menlo Logistics, Inc. (MLI), founded in 1990, provides full-service
contract logistics services for technology, manufacturing and industrial,
food and beverage and retail businesses. MLI assists its customers in
managing their supply and distribution networks, including transportation
management, dedicated contract warehousing, dedicated contract carriage,
just-in-time delivery programs, customer order processing and freight bill
payment and auditing. At December 31, 1996, MLI had a workforce of
approximately 1,500 employees.
PAGE 10
As contract logistics is a relatively new industry, competition is expected
to come from new entrants into the markets MLI serves. MLI addresses the
increased competition by utilizing technologies and its established
experience. Refer to the Con-Way Transportation Services section for
discussion of federal and state regulation affecting the transportation
activities of MLI.
Road Systems and VantageParts
Two non-carrier operations that are included in the Other segment for
reporting purposes generate a majority of their revenues from sales to
other subsidiaries of the Company and in prior years from the spun-off
entity, CFC. Road Systems, primarily manufactures and rebuilds trailers,
converter dollies and other transportation equipment. VantageParts serves
as a distributor and remanufacturer of vehicle component parts and
accessories to the heavy-duty truck and trailer industry, as well as the
maritime, construction, aviation and other industries.
GENERAL
The research and development activities of the Company are not significant.
During 1996, 1995 and 1994 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 "Five Year Financial
Summary" on page 40 of the 1996 Annual Report to Shareholders and is
incorporated herein by reference.
The Company has been designated a Potentially Responsible Party (PRP) by
the EPA with respect to the disposal of hazardous substances at various
sites. The Company expects its share of the clean-up cost will not have a
material adverse effect on the Company's financial position or results of
operations. The Company expects the costs of complying with existing and
future federal, state and local environmental regulations to continue to
increase. On the other hand, it does not anticipate that such cost
increases will have a materially adverse effect on the Company.
(d) Financial Information About Foreign
and Domestic Operations and Export Sales
Information as to revenues, operating income and identifiable assets for
each of the Company's business segments and for its foreign operations in
1996, 1995 and 1994 is contained in Note 13 on pages 37 and 38 of the 1996
Annual Report to Shareholders and is incorporated herein by reference.
PAGE 11
ITEM 2. PROPERTIES
The following summarizes the freight service centers operated by the
Company at December 31, 1996:
Owned Leased Total
Con-Way Transportation Services 53 319 372
Emery Worldwide 12 243 255
The following table sets forth the location and square footage of the
Company's principal freight service centers at December 31, 1996:
Location Square Footage
CTS - freight service centers
Chicago, IL 113,116
Charlotte, NC 102,743
Des Plains, IL 100,440
Columbus, OH 86,537
Oakland, CA 85,600
Dallas, TX 82,000
Atlanta, GA 56,160
Cincinnati, OH 55,618
Detroit, MI 66,320
St. Louis, MO 49,065
Carlstadt, NJ 48,360
Santa Fe Springs, CA 45,936
Jackson, MS 44,596
Knoxville, TN 44,460
Aurora, IL 44,235
South Bend, IN 39,320
Milwaukee, WI 36,560
Ft. Wayne, IN 35,400
Pontiac, MI 34,450
Sacramento, CA 25,968
Braintree, MA 22,160
EWW - freight service centers
* Dayton, OH 620,000
Los Angeles, CA 78,264
Chicago, IL 59,976
Boston, MA 42,236
Indianapolis, IN 38,500
* Facility partially or wholly financed through the issuance of
industrial revenue bonds. Principal amount of debt is secured by the
property.
PAGE 12
ITEM 3. LEGAL PROCEEDINGS
The legal proceedings of the Company are summarized in Note 12 on page 37
of the 1996 Annual Report to Shareholders and are incorporated herein by
reference. Discussions of certain environmental matters are presented in
Item 1 and Item 7.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's common stock is listed for trading on the New York and
Pacific Stock Exchanges under the symbol "CNF".
The Company's common stock price for each of the quarters in 1996 and 1995
is included in Note 14 on page 39 of the 1996 Annual Report to Shareholders
and is incorporated herein by reference.
Cash dividends on common shares had been paid in every year from 1962 to
1990. In June 1990 the Company's Board of Directors suspended the
quarterly dividend. In December 1994, the Board of Directors reinstated a
$.10 per share quarterly cash dividend on common stock. The amounts of
quarterly dividends declared on common stock for the last two years are
included in Note 14 on page 39 of the 1996 Annual Report to Shareholders
and are incorporated herein by reference.
Under the terms of the restructured TASP Notes, as set forth in Note 14 on
pages 30 and 31 of the 1996 Annual Report to Shareholders, the Company is
restricted from paying dividends in an aggregate amount in excess of $10
million plus one half of the cumulative net income applicable to common
shareholders since the commencement of the agreement.
Effective March 15, 1995, all of the 690,000 shares of the Company's Series
C Preferred Stock were converted to 6,900,000 shares of common stock.
As of December 31, 1996, there were 16,090 holders of record of the common
stock ($.625 par value) of the Company. The number of shareholders is also
presented in the "Five Year Financial Summary" on page 40 of the 1996
Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data is presented in the "Five Year Financial
Summary" on page 40 of the 1996 Annual Report to Shareholders and is
incorporated herein by reference.
PAGE 13
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 18 through 20, inclusive, of the 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Certain statements included or incorporated by reference herein constitute
"forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to a number of
risks and uncertainties. Any such forward-looking statements contained 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" or "anticipates" or the
negative thereof or other variations thereof or comparable terminology, or
by discussions of strategy. 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, could cause actual results and other
matters to differ materially from those in such forward-looking statements:
changes in general business and economic conditions; increasing domestic
and international competition and pricing pressure; changes in fuel prices;
uncertainty regarding the Company's ability to improve results of
operations; labor matters, including changes in labor costs, renegotiation
of labor contracts and the risk of work stoppages or strikes; changes in
governmental regulation; environmental and tax matters; and matters
relating to the recently completed Spin-off of Consolidated Freightways
Corporation (CFC). In that regard, the Company is or may be subject to
substantial liabilities with respect to certain matters relating to CFC's
business and operations, including, without limitation, guarantees of
certain indebtedness of CFC and liabilities for employment-related matters.
Although CFC is, in general, either the primary obligor or jointly and
severally liable with the Company with respect to these matters, a failure
to pay or other default by CFC with respect to the obligations as to which
the Company is or may be, or may be perceived to be, liable, whether
because of CFC's bankruptcy or insolvency or otherwise, could lead to
substantial claims against the Company. As a result of the foregoing, no
assurance can be given as to future results of operations or financial
condition.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Report of Independent Public
Accountants are presented on pages 21 through 40, inclusive, of the 1996
Annual Report to Shareholders and are incorporated herein by reference.
The unaudited quarterly financial data is included in Note 14 on page 39 of
the 1996 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 8, inclusive, of the Proxy Statement dated March 24, 1997 and those
pages are incorporated herein by reference.
The Executive Officers of the Company, their ages at December 31, 1996 and
their applicable business experience are as follows:
Donald E. Moffitt, 64, Chairman of the Board, President and Chief Executive
Officer of the Company. Mr. Moffitt joined Consolidated Freightways
Corporation of Delaware, the Company's nationwide, full-service trucking
subsidiary, as an accountant in 1955 and advanced to Vice President -
Finance in 1973. In 1975, he transferred to the Company as Vice President
- - Finance and Treasurer and in 1981, was elected Executive Vice President -
Finance and Administration. In 1983, he assumed the additional duties of
President, CF International and Air, Inc., where he directed the Company's
international and air freight businesses. Mr. Moffitt was elected Vice
Chairman of the Board of the Company in 1986. He retired as an employee
and as Vice Chairman of the Board of Directors in 1988 and returned to the
Company as Executive Vice President - Finance and Chief Financial Officer
in 1990. Mr. Moffitt was named President and Chief Executive Officer of the
Company and was elected to the Board of Directors in 1991. In 1995, Mr.
Moffitt was named Chairman of the Board of Directors. Mr. Moffitt is a
member of the Boards of Directors of the U.S. Chamber of Commerce, the
California Business Roundtable, the Conference Board and the Business
Advisory Council of the Northwestern University Transportation Center. He
also serves on the boards of the San Francisco Bay Area Council, Boy Scouts
of America and the American Red Cross, and is a member of the Board of
Trustees of the Automotive Safety Foundation and the National Commission
Against Drunk Driving. He is a former member of the Board of Directors and
the Executive Committee of the Highway Users Federation. Mr. Moffitt is
Chairman of the Executive Committee and serves on the Director Affairs
Committee of the Company.
David I. Beatson, 49, President and Chief Executive Officer of Emery Air
Freight Corporation and Senior Vice President of the Company. Mr. Beatson
joined CF AirFreight in 1977, advancing through several increasingly
responsible positions to Vice President of National Accounts. After
leaving the Company for a time, he returned to EWW in 1991 as Vice
President of Sales and Marketing. He became President and Chief Executive
Officer of Emery Air Freight Corporation in 1994.
Gregory L. Quesnel, 48, Executive Vice President and Chief Financial
Officer of the Company. Mr. Quesnel joined Consolidated Freightways
Corporation of Delaware in 1975 as Director of Financial Accounting.
Through several increasingly responsible financial positions, he advanced
to become the top financial officer of CFCD. In 1989, he was elected Vice
President-Accounting for the Company and in 1990, was named Vice President
and Treasurer. Mr. Quesnel became Senior Vice President-Finance and Chief
Financial Officer of the Company in 1991 and Executive Vice President and
Chief Financial Officer in 1993.
PAGE 15
Robert T. Robertson, 55, 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, 53, Senior Vice President, General Counsel and
Secretary of the Company. Mr. Schmoller joined CFCD in 1974 as a staff
attorney and in 1976 was promoted to CFCD assistant general counsel. In
1983, he was appointed Vice President and General Counsel of CF AirFreight
and assumed the same position with EWW after the acquisition in 1989. Mr.
Schmoller was named Senior Vice President and General Counsel of the
Company in 1993.
ITEM 11. EXECUTIVE COMPENSATION
The required information for Item 11 is presented on pages 12 through 16,
inclusive, of the Proxy Statement dated March 24, 1997, and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The required information for Item 12 is included on pages 9, 10 and 30 of
the Proxy Statement dated March 24, 1997 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
A Form 8-K dated December 2, 1996, was filed on December 17, 1996,
under Item 5, Other Information, to report the previously announced spin-
off to the Company's shareholders of the stock of the new publicly traded
company Consolidated Freightways Corporation, composed of the long-haul
carrier and related businesses. Included in the filing were amended By-
laws, as of December 9, 1996.
PAGE 16
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.
dba CNF TRANSPORTATION INC.
(Registrant)
March 26, 1997 /s/Donald E. Moffitt
Donald E. Moffitt
Chairman, President and Chief Executive
Officer
March 26, 1997 /s/Gregory L. Quesnel
Gregory L. Quesnel
Executive Vice President and Chief
Financial Officer
March 26, 1997 /s/Gary D. Taliaferro
Gary D. Taliaferro
Vice President and Controller
PAGE 17
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 26, 1997 /s/Donald E. Moffitt
Donald E. Moffitt
Chairman of the Board, President and
Chief Executive Officer
March 26, 1997 _______________________
Robert Alpert, Director
March 26, 1997 /s/Earl F. Cheit
Earl F. Cheit, Director
March 26, 1997 /s/Richard A. Clarke
Richard A. Clarke, Director
March 26, 1997 ________________________
Margaret G. Gill, Director
March 26, 1997 /s/Robert Jaunich II
Robert Jaunich II, Director
March 26, 1997 /s/W. Keith Kennedy, Jr.
W. Keith Kennedy, Jr., Director
March 26, 1997 /s/Richard B. Madden
Richard B. Madden, Director
PAGE 18
SIGNATURES
March 26, 1997 /s/Robert D. Rogers
Robert D. Rogers, Director
March 26, 1997 /s/William J. Schroeder
William J. Schroeder, Director
March 26, 1997 /s/Robert P. Wayman
Robert P. Wayman, Director
PAGE 19
CONSOLIDATED FREIGHTWAYS, INC.
dba
CNF TRANSPORTATION INC.
FORM 10-K
Year Ended December 31, 1996
___________________________________________________________________________
INDEX TO FINANCIAL INFORMATION
CNF Transportation Inc. and Subsidiaries
The following Consolidated Financial Statements of CNF Transportation Inc.
and Subsidiaries appearing on pages 21 through 39, inclusive, of the
Company's 1996 Annual Report to Shareholders are incorporated herein by
reference:
Report of Independent Public Accountants
Consolidated Balance Sheets - December 31, 1996 and 1995
Statements of Consolidated Income - Years Ended December 31, 1996,
1995 and 1994
Statements of Consolidated Cash Flows - Years Ended December 31, 1996,
1995 and 1994
Statements of Consolidated Shareholders' Equity - Years Ended
December 31, 1996, 1995 and 1994
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 II - Valuation and Qualifying Accounts 21
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 20
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, 33-52599, 33-60619, 33-60625 and 33-60629.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California
March 26, 1997
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
CNF Transportation Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in CNF Transportation Inc.'s
1996 Annual Report to Shareholders incorporated by reference in this Form
10-K, and have issued our report thereon dated January 24, 1997. Our audit
was made for the purpose of forming an opinion on those statements taken as
a whole. The Schedule II--Valuation and Qualifying Accounts on page 21 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
San Francisco, California
January 24, 1997
PAGE 21
SCHEDULE II
CNF TRANSPORTATION INC.
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1996
(In thousands)
DESCRIPTION
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
1996 $16,870 $16,729 $ - $(14,887)(a) $18,712
1995 $15,889 $11,017 $ - $(10,036)(a) $16,870
1994 $17,506 $ 5,067 $ - $ (6,684)(a) $15,889
(a) Accounts written off net of recoveries.
PAGE 22
INDEX TO EXHIBITS
ITEM 14(a)(3)
Exhibit No.
(3) Articles of incorporation and by-laws:
3.1 Consolidated Freightways, Inc. Certificates of Incorporation, as
amended. (Exhibit 3(a)(2) to the Company's Quarterly Report
Form 10-Q for the quarter ended March 31, 1987*)
3.2 Consolidated Freightways, Inc. By-laws, as amended, December 9,
1996 (Exhibit 3.1 to the Company's Form 8-K dated
December 2, 1996*).
(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 Bank One, Columbus, NA, as
successor trustee, with respect to 9-1/8% Notes Due 1999, Medium-
Term Notes, Series A and 7.35% Notes due 2005. (Exhibit 4.1 as
filed on Form SE dated March 20, 1990*)
4.4 Form of Security for 9-1/8% Notes Due 1999 issued by
Consolidated Freightways, Inc. (Exhibit 4.1 as filed on Form
SE dated August 25, 1989*)
4.5 Officers' Certificate dated as of August 24, 1989 establishing
the form and terms of debt securities issued by Consolidated
Freightways, Inc. (Exhibit 4.2 as filed on Form SE dated August
25, 1989*)
4.6 Form of Security for Medium-Term Notes, Series A to be issued by
Consolidated Freightways, Inc. (Exhibit 4.1 as filed on Form SE
dated September 18, 1989*)
4.7 Officers' Certificate dated September 18, 1989, establishing the
form and terms of debt securities to be issued by Consolidated
Freightways, Inc. (Exhibit 4.2 as filed on Form SE dated
September 19, 1989*)
4.8 Indenture between the Registrant and The First National Bank of
Chicago Bank, trustee, with respect to debt securities. (Exhibit
4(d) as filed on Form S-3 dated June 27, 1995*)
4.9 Indenture between the Registrant and Bank One, Columbus, NA,
trustee, with respect to subordinated debt securities.
(Exhibit 4(e) as filed on Form S-3 dated June 27, 1995*)
4.10 Form of Security for 7.35% Notes due 2005 issued by Consolidated
Freightways, Inc. (Exhibit 4.4 as filed on Form S-4 dated June 27,
1995*)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
PAGE 23
Instruments defining the rights of security holders of long-term debt
of Consolidated Freightways, Inc., and its subsidiaries for which
financial statements are required to be filed with this Form 10-K,
of which the total amount of securities authorized under each such
instrument is less than 10% of the total assets of Consolidated
Freightways, Inc. and its subsidiaries on a consolidated basis, have
not been filed as exhibits to this Form 10-K. The Company agrees to
furnish a copy of each applicable instrument to the Securities and
Exchange Commission upon request.
Exhibit No.
(10) Material contracts:
10.1 Consolidated Freightways, Inc. Long-Term Incentive Plan of 1978,
as amended through Amendment No. 7.(Exhibit 10.1 as filed on
Form SE dated March 25, 1991*#)
10.2 Consolidated Freightways, Inc. Long-Term Incentive Plan of 1988
as amended through Amendment 3. (Exhibit 10.2 as filed on Form
SE dated March 25, 1991*#)
10.3 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*#)
10.4 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*#)
10.5 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*#)
10.6 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*#)
10.7 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.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 24
Exhibit No.
10.8 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**)
10.9 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**)
10.10 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**)
10.11 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**)
10.12 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**)
10.13 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**)
10.14 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**)
10.15 Lease agreement dated November 1, 1988 between the City of Dayton,
Ohio and Emery Air Freight Corporation. (Exhibit 10.1 to the
Emery Air Freight Corporation Annual Report on Form 10-K for the
year ended December 31, 1988**)
10.16 Consolidated Freightways, Inc. Directors' Election Form for
deferral payment of director's fees. #
10.17 Consolidated Freightways, Inc. 1993 Executive Deferral Plan.
(Exhibit 10.22 to the Company's Form 10-K for the year ended
December 31, 1992*#).
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
** Incorporated by reference to indicated reports filed under the
Securities Act of 1934, as amended, by Emery Air Freight
Corporation File No. 1-3893.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 25
Exhibit No.
10.18 $350 million Amended and Restated Credit Agreement dated November
21, 1996 among Consolidated Freightways, Inc. and
various financial institutions.
10.19 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*).
10.20 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*).
10.21 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*).
10.22 Supplemental Retirement Plan dated January 1, 1990. (Exhibit
10.31 to the Company's Form 10-K for the year ended December 31,
1993*#)
10.23 Directors' 24-Hour Accidental Death and Dismemberment Plan.
(Exhibit 10.32 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.24 Executive Split-Dollar Life Insurance Plan dated January 1,
1994. (Exhibit 10.33 to the Company's Form 10-K for the year
ended December 31, 1993*#)
10.25 Board of Directors' Compensation Plan dated January 1, 1994.
(Exhibit 10.34 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.26 Excess Benefit Plan dated January 1, 1987. (Exhibit 10.35 to
the Company's Form 10-K for the year ended December 31, 1993*#)
10.27 Directors' Business Travel Insurance Plan. (Exhibit 10.36 to
the Company's Form 10-K for the year ended December 31, 1993*#)
10.28 Deferred Compensation Plan for Executives dated October 1,
1993. (Exhibit 10.37 to the Company's Form 10-K for the year
ended December 31, 1993*#)
10.29 Amended and Restated 1993 Nonqualified Employee Benefit
Plans Trust Agreement dated January 1, 1995. (Exhibit 10.38
to the Company's Form 10-K for the year ended December
31, 1994.*#)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
** Incorporated by reference to indicated reports filed under the
Securities Act of 1934, as amended, by Emery Air Freight
Corporation File No. 1-3893.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 26
Exhibit No.
10.30 Consolidated Freightways, Inc. Equity Incentive Plan for Non-
Employee Directors. (Attachment to the Company's 1994 Proxy
Statement dated March 18, 1994.*#)
10.31 Amended and Restated Retirement Plan for Directors of
Consolidated Freightways, Inc. dated January 1, 1994. (Exhibit
10.40 to the Company's Form 10-K for the year ended
December 31, 1994.*#)
10.32 Consolidated Freightways, Inc. 1996 Return on Equity Plan dated
March 4, 1996. (Exhibit 10.36 to the Company's Form 10-K for the
year ended December 31, 1995*#)
10.33 Employee Benefit Matters Agreement by and between Consolidated
Freightways, Inc. and Consolidated Freightways Corporation dated
December 2, 1996.
10.34 Distribution Agreement between Consolidated Freightways, Inc.,
and Consolidated Freightways Corporation dated November 25,
1996.
10.35 Transition Services Agreement between CNF Service Company, Inc.
and Consolidated Freightways Corporation dated December 2, 1996.
10.36 Tax Sharing Agreement between Consolidated Freightways, Inc.,
and Consolidated Freightways Corporation dated December 2, 1996.
10.37 CNF Transportation Inc. Executive Incentive Plan for 1997. #
10.38 CNF Service Company Executive Incentive Plan for 1997. #
10.39 Con-Way Transportation Services, Inc. Incentive Plan for 1997. #
10.40 Emery Worldwide Incentive Plan for 1997. #
10.41 CNF Transportation Inc. Special Bonus Plan for 1997. #
(12) Computation of ratios of earnings to fixed charges
(13) Annual report to security holders:
CNF Transportation Inc. 1996 Annual Report to Shareholders (Only
those portions referenced herein are incorporated in this Form 10-K.
Other portions such as "Letter to Shareholders" are not required and,
therefore, are not "filed" as part of this Form 10-K.)
(21) Significant Subsidiaries of the Company.
(27) Financial Data Schedule
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a contract or compensation plan for Management or
Directors.
PAGE 27
Exhibit No.
(99) Additional documents:
99.1 Consolidated Freightways, Inc. dba CNF Transportation Inc. 1997
Notice of Annual Meeting and Proxy Statement dated March 24, 1997.
(Only those portions referenced herein are incorporated in this
Form 10-K. Other portions are not required and, therefore, are
not "filed" as a part of this Form 10-K.*)
99.2 Note Agreement dated as of July 17, 1989, between the ESOP,
Consolidated Freightways, Inc. and the Note Purchasers named
therein. (Exhibit 28.1 as filed on Form SE dated July 21,
1989*)
99.3 Guarantee and Agreement dated as of July 17, 1989, delivered by
Consolidated Freightways, Inc. (Exhibit 28.2 as filed on Form
SE dated July 21, 1989*).
99.4 Form of Restructured Note Agreement between Consolidated
Freightways, Inc., Thrift and Stock Ownership Trust as Issuer
and various financial institutions as Purchasers named therein,
dated as of November 3, 1992. (Exhibit 28.4 to the Company's
Form 10-K for the year ended December 31, 1992*).
99.5 Form of Restructured Guarantee and Agreement between
Consolidated Freightways, Inc., as Issuer and various financial
institutions as Purchasers named therein, dated as of
November 3, 1992. (Exhibit 28.5 to the Company's Form 10-K for
the year ended December 31, 1992*).
The remaining exhibits have been omitted because either (1) they are
neither required nor applicable or (2) the required information has been
included in the consolidated financial statements or notes thereto.
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a compensation plan for Management or Directors.