PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
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
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to such filing requirements for the past 90
days.
Yes xx No
Number of shares of Common Stock, $.625 par value,
outstanding as of July 31, 1995 : 43,503,403
PAGE 2
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-Q
Quarter Ended June 30, 1995
_________________________________________________________________
_________________________________________________________________
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1995 and December 31, 1994 3
Statements of Consolidated Income -
Three and Six Months Ended
June 30, 1995 and 1994 5
Statements of Consolidated Cash Flows -
Six Months Ended June 30, 1995 and 1994 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
PAGE 3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED FREIGHTWAYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1995 1994
(Dollars in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 99,657 $ 95,711
Trade accounts receivable, net of
allowances 709,178 659,191
Other accounts receivable 30,890 37,021
Operating supplies, at lower of average
cost or market 49,282 41,719
Prepaid expenses 86,980 71,277
Deferred income taxes 127,330 126,546
Total Current Assets 1,103,317 1,031,465
PROPERTY, PLANT AND EQUIPMENT, at cost
Land 172,441 163,965
Buildings and improvements 534,792 510,568
Revenue equipment 1,058,104 979,002
Other equipment and leasehold improvements 377,037 368,809
2,142,374 2,022,344
Accumulated depreciation and amortization (1,107,614) (1,077,752)
1,034,760 944,592
OTHER ASSETS
Restricted funds 12,777 12,861
Deposits and other assets 83,892 80,626
Unamortized aircraft maintenance, net 113,428 81,010
Costs in excess of net assets of businesses
acquired, net of accumulated amortization 317,274 322,169
527,371 496,666
TOTAL ASSETS $2,665,448 $2,472,723
The accompanying notes are an integral part of these statements.
PAGE 4
CONSOLIDATED FREIGHTWAYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1995 1994
(Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 828,012 $ 796,381
Accrued claims costs 138,542 138,800
Current maturities of long-term debt and
capital leases 4,170 3,712
Short-term borrowings 8,000 --
Federal and other income taxes 11,975 6,275
Total Current Liabilities 990,699 945,168
LONG-TERM LIABILITIES
Long-term debt and guarantees 384,520 286,833
Long-term obligations under capital leases 110,997 111,024
Accrued claims costs 164,171 163,849
Deferred income taxes 42,976 38,034
Other liabilities and deferred credits 253,034 254,186
Total Liabilities 1,946,397 1,799,094
SHAREHOLDERS' EQUITY
Preferred stock, no par value; authorized
5,000,000 shares:
Series A, designated 600,000 shares;
none issued -- --
Series B, 8.5% cumulative, convertible,
$.01 stated value; designated
1,100,000 shares; issued 958,150 and
962,748 shares, respectively 10 10
Series C, 8.738% cumulative, convertible,
$.01 stated value; designated and
issued none and 690,000 shares,
respectively -- 7
Additional paid-in capital, preferred stock 145,725 264,284
Deferred TASP compensation (117,687) (120,646)
Total Preferred Shareholders' Equity 28,048 143,655
Common stock, $.625 par value; authorized
100,000,000 shares; issued 51,034,547
and 43,955,510 shares, respectively 31,897 27,472
Additional paid-in capital, common stock 232,025 116,209
Cumulative translation adjustment 3,309 (1,170)
Retained earnings 610,466 574,885
Cost of repurchased common stock
(7,571,871 and 7,601,382 shares,
respectively) (186,694) (187,422)
Total Common Shareholders' Equity 691,003 529,974
Total Shareholders' Equity 719,051 673,629
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,665,448 $2,472,723
The accompanying notes are an integral part of these statements.
PAGE 5
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(Dollars in thousands except per share amounts)
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
<S>
REVENUES <C> <C> <C> <C>
CF MotorFreight $599,092 $396,113 $1,207,517 $928,496
Con-Way Transportation Services 288,122 273,913 563,012 504,321
Emery Worldwide 433,372 389,749 846,144 730,179
1,320,586 1,059,775 2,616,673 2,162,996
COSTS AND EXPENSES
CF MotorFreight
Operating Expenses 519,416 364,832 1,041,695 811,987
Selling and Administrative Expenses 60,809 54,609 120,141 116,176
Depreciation 16,539 18,816 33,230 38,564
596,764 438,257 1,195,066 966,727
Con-Way Transportation Services
Operating Expenses 216,338 196,419 419,878 370,192
Selling and Administrative Expenses 33,841 32,257 67,060 59,913
Depreciation 9,705 8,488 18,988 16,543
259,884 237,164 505,926 446,648
Emery Worldwide
Operating Expenses 353,459 305,718 692,634 580,960
Selling and Administrative Expenses 55,548 54,352 109,486 102,542
Depreciation 6,711 6,312 13,308 12,663
415,718 366,382 815,428 696,165
1,272,366 1,041,803 2,516,420 2,109,540
OPERATING INCOME (LOSS)
CF MotorFreight 2,328 (42,144) 12,451 (38,231)
Con-Way Transportation Services 28,238 36,749 57,086 57,673
Emery Worldwide 17,654 23,367 30,716 34,014
48,220 17,972 100,253 53,456
OTHER INCOME (EXPENSE)
Investment income 397 706 522 1,221
Interest expense (8,217) (6,783) (15,418) (13,659)
Miscellaneous, net 762 (1,090) 556 (1,455)
(7,058) (7,167) (14,340) (13,893)
Income Before Income Taxes 41,162 10,805 85,913 39,563
Income Taxes 18,935 5,598 39,520 19,100
Net Income 22,227 5,207 46,393 20,463
Preferred Stock Dividends 2,141 4,763 6,465 9,497
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $20,086 $444 $39,928 $10,966
Primary average shares outstanding (1) 44,390,346 37,314,476 44,276,122 37,217,462
PRIMARY EARNINGS PER SHARE $0.45 $0.01 $0.95 $0.29
FULLY DILUTED EARNINGS PER SHARE $0.42 $0.01 $0.89 $0.26
<FN>
(1) Includes the dilutive effect of stock options. The three and six months ended June 30, 1995 also reflect the
conversion of Series C Preferred stock to Common stock.
</TABLE>
The accompanying notes are an integral part of these statements.
PAGE 6
CONSOLIDATED FREIGHTWAYS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
Six Months Ended
June 30,
1995 1994
(Dollars in thousands)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 95,711 $ 139,044
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 46,393 20,463
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 71,039 73,223
Increase (decrease) in deferred income taxes 4,275 (5,047)
(Gains) losses from property disposals, net (821) 475
Changes in assets and liabilities:
Receivables (43,856) (33,880)
Prepaid expenses (15,703) (20,265)
Accrued claims costs 64 (6,013)
Accounts payable 12,963 6,074
Accrued liabilities 18,668 80,577
Federal and other income taxes 5,700 (5,949)
Other (27,643) (14,648)
Net Cash Provided by Operating Activities 71,079 95,010
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (162,475) (98,690)
Purchases of marketable securities -- (309)
Proceeds from sale of property 4,347 2,122
Net Cash Used by Investing Activities (158,128) (96,877)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 98,890 --
Repayment of long-term debt and capital
lease obligations (1,884) (532)
Net borrowings under revolving line of credit 8,000 --
Proceeds from issuance of common stock 2,402 7,969
Payments of common dividends (7,982) --
Payments of preferred dividends (8,431) (11,572)
Net Cash Provided (Used) by
Financing Activities 90,995 (4,135)
Increase (decrease) in Cash and Cash Equivalents 3,946 (6,002)
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 99,657 $ 133,042
The accompanying notes are an integral part of these statements.
PAGE 7
CONSOLIDATED FREIGHTWAYS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements of
Consolidated Freightways, Inc. and subsidiaries (the Company)
have been prepared by the Company, without audit by independent
public accountants, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of
management, the consolidated financial statements include all
normal recurring adjustments necessary to present fairly the
information required to be set forth therein. Certain
information and note disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted from these
statements pursuant to such rules and regulations and,
accordingly, should be read in conjunction with the consolidated
financial statements included in the Company's 1994 Annual Report
to Shareholders.
There have been no significant changes in the accounting
policies of the Company. There were no significant changes in
the Company's commitments and contingencies as previously
described in the 1994 Annual Report to Shareholders and related
annual report to the Securities and Exchange Commission on Form
10-K.
2. On March 15, 1995, the Company's 6,900,000 depository shares,
each representing one-tenth of a share of Series C Conversion
Preferred stock, were converted to 6,900,000 shares of the
Company's Common stock.
3. On June 1, 1995, the Company issued $100 million of
unsecured, unsubordinated notes in a private placement. The
notes bear interest at 7.35%, payable semiannually, and are due
June 1, 2005. The proceeds of the private placement notes were
used to retire short-term debt, for capital expenditures and
other general corporate purposes. In accordance with the terms
of the private placement, on June 27, 1995, the Company filed a
registration statement with the Securities and Exchange
Commission to register $100 million of unsecured, unsubordinated
notes which will be offered in exchange for a like principal
amount of the privately placed notes and which will have
essentially the same terms as the privately placed notes.
4. Also on June 27, 1995, the Company filed a shelf registration
statement with the Securities and Exchange Commission covering
$150 million of debt and equity securities for future issuance
with terms to be decided at time of issuance. The $150 million
of securities includes $45 million of securities registered under
a prior registration statement and $105 million of newly
registered securities.
PAGE 8
5. The Company and its subsidiaries are defendants in various
lawsuits incidental to their businesses. It is the opinion of
management that the ultimate outcome of these actions will not
have a material impact on the Company's financial position or
results of operations.
CONSOLIDATED FREIGHTWAYS, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's second quarter and six months ended June 30, 1995
revenues increased 24.6% and 21.0%, respectively, over the
comparable periods in 1994, with both period's revenues
representing record levels. This increase reflects revenue
improvements at all three operating units, CF MotorFreight
(CFMF), Con-Way Transportation Services (Con-Way) and Emery
Worldwide (Emery). Comparative results were affected by the 24-
day strike against CFMF and other national carriers in April
1994, the slowdown in domestic economic growth in the second
quarter of 1995 and extensive price discounting throughout the
freight transportation industry.
Operating income of $48.2 million for the second quarter 1995 was
a $30.2 million improvement over the $18.0 million of operating
income in the second quarter 1994. Year-to-date 1995, operating
income increased 87.5% over the prior year. The 1994 second
quarter and six month operating income levels include the
operating losses incurred by CFMF due to the April 1994 strike.
Significant variations in segment revenues and operating income
are as follows:
CF MOTORFREIGHT
CFMF revenues for the second quarter and six months ending June
30, 1995, increased 51.2% and 30.1%, respectively, over the
comparable strike-affected periods in 1994. Tonnage for April
and May 1995 is not directly comparable to the prior year due to
the April 1994 strike. However, CFMF was able to increase LTL
tonnage in June 1995 by 11.2% over the same month in 1994 despite
a slowing U.S. economy in the second quarter of 1995.
CFMF reported operating income of $2.3 million for the second
quarter 1995 compared to an operating loss of $42.1 million in
the strike-impacted second quarter in 1994. Six month operating
income for 1995 was $12.5 million, a $50.7 million improvement
over the prior year. The improvement reflects the absence of
PAGE 9
losses incurred during the 1994 strike, increased income from the
Canadian and non-carrier logistics operations and an improvement
in the LTL operations, despite a 3.3% contractual labor cost
increase which went into effect April 1, 1995.
In light of intensified competition in a slowing economy and the
impact of a labor cost increase, CFMF expects to continue to
initiate further changes to operations. These changes include
increasing point-to-point loading in an effort to reduce freight
handling and transit times. The slowing economy also contributed
to extensive price discounting, depressing rates to about 1990
levels. To address yield deterioration, CFMF is seeking to
implement a rate increase of approximately 3.5% effective as of
August 1, 1995 for certain of its customers. However, CFMF's
ability to sustain the rate increase may be impaired by the
continued rate discounting.
CON-WAY TRANSPORTATION SERVICES
Con-Way's second quarter 1995 revenues increased 5.2% over the
same period last year on LTL and total tonnage decreases of 5.9%
and 1.1%, respectively. Six month revenues for 1995 were up
11.6% on total tonnage improvements of 2.9%, with LTL tonnage up
only marginally. The quarter and six months ended June 30, 1994
include business obtained during the April 1994 strike against
CFMF and other unionized LTL carriers.
Operating income was down 23.2% for the second quarter and 1.0%
for the six month period compared to the same strike-benefited
periods in 1994. This decline reflects costs associated with
Con-Way's expansion into the northwest United States including
western Canada, the New York Metropolitan area and New Jersey,
the merger of the southern and southwest regional carriers,
expansion of its intermodal truckload group, pressure on rates
and labor rate increases.
Con-Way management expects to begin realizing the long-term
benefits from its expansion into the new regions. Management
will continue emphasizing cost control measures throughout the
organization and refinement of its services.
EMERY WORLDWIDE
Emery revenues for the second quarter 1995 increased 11.2% over
the same quarter last year while the six month revenue results
increased 15.9%. Domestic business in the 1994 second quarter
and first half was favorably impacted by the strike against CFMF
and other unionized LTL carriers. Emery's revenue improvement
for the 1995 second quarter was driven primarily by strong
tonnage gains in the international markets. During the second
quarter 1995, commercial domestic revenue and tonnage were down
10.7% and 10.5%, respectively, while international revenue and
PAGE 10
tonnage increased 58.3% and 52.6%, respectively. For the first
six months of 1995, domestic revenue and tonnage decreased 2.0%
and 1.0%, respectively, while international revenue and tonnage
increased 56.6% and 55.0%, respectively.
Operating income for the second quarter and year-to-date 1995
declined 24.4% and 9.7%, respectively, compared to the same
periods in 1994. Operating income declined despite revenue
increases as margins on increased international tonnage were
lower than margins on the lower domestic tonnage. Emery's
margins on international freight are generally lower as Emery
primarily utilizes commercial lift internationally versus a
dedicated fleet for domestic volumes. The 1994 operating income
also reflects the benefits of enhanced utilization of the
domestic dedicated system associated with the business gained
during the April 1994 strike.
Emery management is increasing its marketing efforts to gain
additional domestic business, in part to offset the decline in
the domestic automotive sector, while continuing the programs
that have been successful in the international arena. Cost
controls are still at the forefront as Emery management seeks
further to improve operations and agent relationships in
international locations.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1995 the Company had $99.7 million in cash and
cash equivalents. Net cash flow from operations during the first
half of 1995 of $70.0 million was primarily the result of income
from operations, depreciation and amortization, after payments
for incentive compensation. Capital expenditures were $162.5
million, an increase of $63.8 million over 1994, due primarily to
purchases of revenue equipment and real property by CFMF and Con-
Way. The Company intends to finance the remaining capital
requirements for the year with cash from operations supplemented
by financing arrangements.
The Company issued $100 million of notes in June 1995. The
net proceeds were used to retire $71 million of short-term
borrowings under various bank facilities that were used to
finance a portion of the capital expenditures in the first six
months of 1995. The remaining net proceeds of $27.9 million were
used for capital expenditures and for other general corporate
purposes.
Also in June 1995, the Company filed a shelf registration
statement with the Securities and Exchange Commission covering
$150 million of debt and equity securities for future issuance
with terms to be decided at time of issuance. The $150 million
of securities includes $45 million of securities registered under
a prior registration statement and $105 million of newly
registered securities. Proceeds will be used for general
PAGE 11
corporate purposes which may include repayment of indebtedness,
capital expenditures and working capital needs.
At June 30, 1995, $117.8 million of letters of credit were
issued under the Company's $300 million unsecured credit
facility. In addition, $70.3 million of letters of credit were
issued and secured with Emery receivables under the $100 million
Emery receivables sale facility.
Also at June 30, 1995, $40.4 million of letters of credit
were issued under several unsecured letter of credit facilities.
OTHER
The Company's operations necessitate the storage of fuel in
underground tanks as well as the disposal of substances regulated
by various federal and state laws. The Company adheres to a
stringent site-by-site tank testing and maintenance program
performed by a qualified independent party to protect the
environment and comply with regulations. Where the need for
clean-up is necessary, the Company takes appropriate action.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
As previously reported, the Company has been designated a
Potentially Responsible Party (PRP) by the Environmental
Protection Agency (EPA) with respect to the disposal of hazardous
substances at various sites. The Company expects its share of
the total cleanup costs of all sites to be immaterial. Certain
legal matters are discussed in Note 5 in the Notes to
Consolidated Financial Statements in Part I of this form.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Computation of Per Share Earnings
(12) Computation of Earnings to Fixed Charges
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter ended June 30, 1995.
PAGE 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company (Registrant) has
duly caused this Form 10-Q Quarterly Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED FREIGHTWAYS,INC.
(Registrant)
August 11, 1995 /s/Gregory L. Quesnel
Gregory L. Quesnel
Executive Vice President
and Chief Financial Officer
August 11, 1995 /s/Gary D. Taliaferro
Gary D. Taliaferro
Vice President and
Controller
Exhibit 11
<TABLE>
COMPUTATION OF PER SHARE EARNINGS
The following is the computation of fully-diluted earnings per share:
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
(Dollars in thousands except per share data)
<S>
<C> <C> <C> <C>
Net income available to common shareholders $20,086 $444 $39,928 $10,966
Non-discretionary adjustments under
the if-converted method:
Addback: Series C, preferred dividends 0 0 2,207 0
Addback: Series B, preferred dividends,
net of tax benefits 2,141 2,106 4,258 4,184
Less: Replacement of funding
adjustment, net of tax benefits (1) (1,655) (2,106) (3,286) (4,184)
Net income available to common shareholders $20,572 $444 $43,107 $10,966
WEIGHTED AVERAGE SHARES OUTSTANDING:
Common shares (2) 43,417,331 36,213,566 43,346,424 36,088,779
Equivalents - stock options 973,015 1,100,910 929,698 1,128,683
Series B, Preferred stock
if-converted method 4,364,104 4,228,495 4,364,104 4,228,495
48,754,450 41,542,971 48,640,226 41,445,957
FULLY DILUTED EARNINGS PER SHARE $0.42 $0.01 $0.89 $0.26
<FN>
(1) Additional payment to the TASP to replace the funding lost under the if-converted method.
(2) The three and six months ended June 30, 1995 reflect the conversion of Series C Preferred stock to Common stock.
</TABLE>
<TABLE>
<CAPTION> Exhibit 12
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Six Months Ended
June 30, Year Ended December 31,
1995 1994 1994 1993 1992 1991 1990
(unaudited)
(dollars in thousands)
<S>
Fixed Charges: <C> <C> <C> <C> <C> <C> <C>
Interest Expense $15,418 $13,659 $27,945 $30,333 $38,893 $46,703 $40,178
Capitalized Interest 475 729 1,042 1,224 543 1,703 2,470
Preferred Dividends 6,224 6,259 12,475 12,551 12,618 12,691 12,746
Total Interest 22,117 20,647 41,462 44,108 52,054 61,097 55,394
Interest Component of
Rental Expense 37,429 30,328 62,304 57,585 55,773 58,052 54,016
Fixed Charges 59,546 50,975 103,766 101,693 107,827 119,149 109,410
Less:
Capitalized Interest 475 729 1,042 1,224 543 1,703 2,470
Preferred Dividends 6,224 6,259 12,475 12,551 12,618 12,691 12,746
Net Fixed Charges $52,847 $43,987 $90,249 $87,918 $94,666 $104,755 $94,194
Earnings:
Income Before Taxes $85,913 $39,563 $111,920 $91,441 ($10,733) ($43,337) ($32,678)
Add: Net Fixed
Charges 52,847 43,987 90,249 87,918 94,666 104,755 94,194
Total Earnings $138,760 $83,550 $202,169 $179,359 $83,933 $61,418 $61,516
Ratio of Earnings to
Fixed Charges:
Total Earnings $138,760 $83,550 $202,169 $179,359 $83,933 $61,418 $61,516
Fixed Charges (1) 59,546 50,975 103,766 101,693 107,827 119,149 109,410
Ratio 2.3 x 1.6 x 1.9 x 1.8 x 0.8 x(2) 0.5 x(2) 0.6 x(2)
<FN>
(1) Fixed Charges represents interest on capital leases and short-term and long-term debt, capitalized interest, dividends
on shares of the Series B Cumulative Convertible Preferred Stock used to pay debt service on notes issued by the Company's
Thrift and Stock Plan (the "TASP"), and the applicable portion of the consolidated rent expense which approximates the interest
portion of lease payments.
(2) Earnings were inadequate to cover fixed charges for the periods shown; the deficiency was $23.9 million, $57.7 million
and $47.9 million for the years ended December 31, 1992, 1991 and 1990, respectively.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 99,657
<SECURITIES> 0
<RECEIVABLES> 735,815
<ALLOWANCES> (26,637)
<INVENTORY> 49,282
<CURRENT-ASSETS> 1,103,317
<PP&E> 2,142,374
<DEPRECIATION> (1,107,614)
<TOTAL-ASSETS> 2,665,448
<CURRENT-LIABILITIES> 990,699
<BONDS> 495,517
<COMMON> 263,922
0
145,735
<OTHER-SE> 309,394
<TOTAL-LIABILITY-AND-EQUITY> 2,665,448
<SALES> 0
<TOTAL-REVENUES> 2,616,673
<CGS> 0
<TOTAL-COSTS> 2,516,420
<OTHER-EXPENSES> 14,340
<LOSS-PROVISION> 6,554
<INTEREST-EXPENSE> 15,418
<INCOME-PRETAX> 85,913
<INCOME-TAX> 39,520
<INCOME-CONTINUING> 46,393
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,928
<EPS-PRIMARY> .95
<EPS-DILUTED> .89
</TABLE>
