UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
__ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
COMMISSION FILE NUMBER 1-12149
CONSOLIDATED FREIGHTWAYS CORPORATION STOCK AND SAVINGS PLAN
Consolidated Freightways Corporation
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 77-0425334
175 Linfield Drive, Menlo Park, CA 94025
Telephone Number (650) 326-1700
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons administering the
employee benefit plan) have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Consolidated Freightways Corporation Stock and Savings Plan
June 26, 1998 /s/Stephen D. Richards
Stephen D. Richards
Senior Vice President and
General Counsel
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Compensation Committee of the
Consolidated Freightways Corporation Board of Directors:
We have audited the accompanying statements of net assets available
for benefits of the Consolidated Freightways Corporation Stock and
Savings Plan (the Plan) as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for benefits,
with fund information, for the year ended December 31, 1997 and for
the period from inception through December 31, 1996. These financial
statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1997 and 1996 and the changes
in net assets available for benefits, with fund information, for the
year ended December 31, 1997 and for the period from inception through
December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes
of additional analysis rather than to present the net assets available
for Plan benefits and changes in net assets available for Plan
benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/Arthur Andersen LLP
Portland, Oregon,
June 5, 1998
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
AS OF DECEMBER 31, 1997 AND 1996
INDEX TO REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS,
FINANCIAL STATEMENTS AND SCHEDULES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits with Fund
Information as of December 31, 1997 1
Statement of Net Assets Available for Plan Benefits with Fund
Information as of December 31, 1996 2
Statement of Changes in Net Assets Available for Plan Benefits with
Fund Information for the Year Ended December 31, 1997 3
Statement of Changes in Net Assets Available for Plan Benefits with
Fund Information for the Period From Inception Through December 31,
1996 4
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 5
SUPPLEMENTAL SCHEDULES:
Schedule I:Item 27(a) - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 9
Schedule II:Item 27(d) - Schedule of Reportable Transactions for the
Year Ended December 31, 1997 10
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
.
Equity International Growth New Bond U.S. Treasury Science and
Index Stock Stock Income Index Money Market Technology
Trust Fund Fund Fund Trust Trust Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at fair value-
T. Rowe Price:
Shares in
registered
investment
companies $ - $6,289,478 $38,607,096 $8,314,130 $ - $ - $23,514,992
Common trust
funds 4,630,072 - - - 663,123 15,543,814 -
Corporate - - - - - - -
equities
Participant loans - - - - - - -
Total
investments 4,630,072 6,289,478 38,607,096 8,314,130 663,123 15,543,814 23,514,992
Contributions
receivable-
Participants 13,997 17,282 56,831 13,651 1,979 26,292 49,022
Employer - - - - - - -
Total
contributions
receivable 13,997 17,282 56,831 13,651 1,979 26,292 49,022
Net assets
available
for Plan
benefits $4,644,069 $6,306,760 $38,663,927 $8,327,781 $665,102 $15,570,106 $23,564,014
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
Retirement
Retirement Retirement Strategy Unrestriced
Equity Strategy Strategy Trust - CNF Common
Income Trust - Trust - Conservative Stock
Fund Balanced Income Plus Growth Fund
ASSETS:
Investments,
at fair value-
T. Rowe Price:
Shares in
registered
investment
companies $38,160,985 $ - $ - $ - $ -
Common trust
funds - 2,713,969 402,806 1,339,649 -
Corporate
equities - - - - 33,665,352
Participant loans - - - - -
Total
investments 38,160,985 2,713,969 402,806 1,339,649 33,665,352
Contributions
receivable-
Participants 54,255 6,778 1,561 4,715 -
Employer - - - - -
Total
contributions
receivable 54,255 6,778 1,561 4,715 -
Net assets
available
for Plan
benefits $38,215,240 $2,720,747 $404,367 $1,344,364 $33,665,352
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
Non Participant
Unrestricted Directed
CFC Common Restricted
Stock Participant CFC Common
Fund Loans Stock Fund Total
ASSETS:
Investments,
at fair value-
T. Rowe Price:
Shares in
registered
investment
companies - $ - $ - $114,886,681
Common trust
funds - - - 25,293,433
Corporate
equities 9,047,145 - 5,462,720 48,175,217
Participant loans - 9,798,112 - 9,798,112
Total
investments 9,047,145 9,798,112 5,462,720 198,153,443
Contributions
receivable-
Participants 17,159 - - 263,522
Employer - - 616,680 616,680
Total
contributions
receivable 17,159 - 616,680 880,202
Net assets
available
for Plan
benefits $9,064,304 $9,798,112 $6,079,400 $199,033,645
The accompanying notes are an integral part of this statement.
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
Participant Directed
Equity International Growth New Bond U.S. Treasury Science and Equity
Index Stock Stock Income Index Money Market Technology Income
Trust Fund Fund Fund Trust Trust Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at fair value-
T. Rowe Price:
Shares in
registered
investment
companies $ - $6,864,226 $30,593,814 $8,445,842 $ - $ - $22,632,569 $28,208,089
Common
trust funds 1,627,421 - - - 255,912 16,853,412 - -
Corporate - - - - - - - -
equities
Participant
loans - - - - - - - -
Total
investments 1,627,421 6,864,226 30,593,814 8,445,842 255,912 16,853,412 22,632,569 28,208,089
Contributions
receivable
Participants 9,068 23,765 64,942 17,544 1,303 32,463 63,386 55,121
Employer - - - - - - - -
Total
contributions
receivable 9,068 23,765 64,942 17,544 1,303 32,463 63,386 55,121
Due from other
plan - - - - - - - -
Net assets
available
for Plan
benefits $1,636,489 $6,887,991 $30,658,756 $8,463,386 $257,215 $16,885,875 $22,695,955 $28,263,210
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
Participant Directed
Retirement
Retirement Retirement Strategy Unrestriced
Strategy Strategy Trust - CNF Common
Trust - Trust - Conservative Stock
Balanced Income Plus Growth Fund
ASSETS:
Investments,
at fair value-
T. Rowe Price:
Shares in
registered
investment
companies $ - $ - $ - $ -
Common
trust funds 2,073,629 98,151 915,922 -
Corporate
equities - - - 23,871,581
Participant
loans - - - -
Total
investments 2,073,629 98,151 915,922 23,871,581
Contributions
receivable
Participants 6,326 2,534 4,944 -
Employer - - - -
Total
contributions
receivable 6,326 2,534 4,944 -
Due from other
plan - - - 1,514,771
Net assets
available
for Plan
benefits $2,079,955 $100,685 $920,866 $25,386,352
The accompanying notes are an integral part of this statement.
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
Participant Directed
Non Participant
Unrestricted Directed
CFC Common Restricted
Stock Participant CFC Common
Fund Loans Stock Fund Total
ASSETS:
Investments,
at fair value-
T. Rowe Price:
Shares in
registered
investment
companies $ - $ - $ - $96,744,540
Common
trust funds - - - 21,824,447
Corporate
equities 818,925 - 2,303,362 26,993,868
Participant
loans - 8,735,025 - 8,735,025
Total
investments 818,925 8,735,025 2,303,362 154,297,880
Contributions
receivable
Participants 6,883 - - 288,279
Employer - - 510,740 510,740
Total
contributions
receivable 6,883 - 510,740 799,019
Due from other
plan 266,138 - - 1,780,909
Net assets
available
for Plan
benefits $1,091,946 $8,735,025 $2,814,102 $156,877,808
The accompanying notes are an integral part of this statement.
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
.
Equity International Growth New Bond U.S. Treasury Science and Equity
Index Stock Stock Income Index Money Market Technology Income
Trust Fund Fund Fund Trust Trust Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $ 394,678 $ 842,183 $ 2,396,634 $ 618,869 $ 53,450 $ 1,165,223 $ 2,207,038 $ 2,165,827
Employer
contributions - - - - - - - -
Transfers in
(out) from
(to) other
plans 7,986 27,693 1,956 (14,818) 15,620 (46,723) 191,585 (40,150)
Dividend and
interest
income - - - - - 862,832 - -
Net
appreciation
in fair
value of
investments 827,865 177,320 8,142,093 743,879 36,298 - 398,334 8,430,913
Total
additions 1,230,529 1,047,196 10,540,683 1,347,930 105,368 1,981,332 2,796,957 10,556,590
DEDUCTIONS:
Distributions
to participants 262,712 545,732 2,156,562 525,684 10,271 1,754,418 1,412,967 1,776,231
Total deductions 262,712 545,732 2,156,562 525,684 10,271 1,754,418 1,412,967 1,776,231
Net increase
(decrease)
prior to
interfund
transfers, net 967,817 501,464 8,384,121 822,246 95,097 226,914 1,383,990 8,780,359
Interfund
transfers, net 2,039,763 (1,082,695) (378,950) (957,851) 312,790 (1,542,683) (515,931) 1,171,671
Net increase
(decrease) 3,007,580 (581,231) 8,005,171 (135,605) 407,887 (1,315,769) 868,059 9,952,030
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 31,
1996 1,636,489 6,887,991 30,658,756 8,463,386 257,215 16,885,875 22,695,955 28,263,210
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 31,
1997 $4,644,069 $6,306,760 $38,663,927 $8,327,781 $665,102 $15,570,106 $23,564,014 $38,215,240
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
Non Participant
Retirement
Retirement Retirement Strategy Unrestriced Unrestricted Directed
Strategy Strategy Trust - CNF Common CFC Common Restricted
Trust - Trust - Conservative Stock Stock Participant CFC Common
Balanced Income Plus Growth Fund Fund Loans Stock Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $ 258,037 $ 41,989 $ 188,719 $ - $ 529,068 $ - $ - $ 10,861,715
Employer
contributions - - - - - - 2,177,633 2,177,633
Transfers in
(out) from
(to) other
plans 70,181 26,422 21,642 16,843 28,995 (32,934) (14,819) 259,479
Dividend and
interest
income - - - 370,160 6,823 823,382 - 2,063,197
Net
appreciation
in fair
value of
investments 413,821 45,654 196,671 15,874,221 1,659,396 - 1,382,183 38,328,648
Total
additions 742,039 114,065 407,032 16,261,224 2,224,282 790,448 3,544,997 53,690,672
DEDUCTIONS:
Distributions
to participants 200,997 10,731 44,217 1,692,336 68,742 854,557 218,678 11,534,835
Total deductions 200,997 10,731 44,217 1,692,336 68,742 854,557 218,678 11,534,835
Net increase
(decrease)
prior to
interfund
transfers, net 541,042 103,334 362,815 14,568,888 2,155,540 (64,109) 3,326,319 42,155,837
Interfund
transfers, net 99,750 200,348 60,683 (6,289,888) 5,816,818 1,127,196 (61,021) -
Net increase
(decrease) 640,792 303,682 423,498 8,279,000 7,972,358 1,063,087 3,265,298 42,155,837
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 31,
1996 2,079,955 100,685 920,866 25,386,352 1,091,946 8,735,025 2,814,102 156,877,808
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 31,
1997 $2,720,747 $404,367 $1,344,364 $33,665,352 $9,064,304 $9,798,112 $6,079,400 $199,033,645
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE PERIOD FROM INCEPTION THROUGH DECEMBER 31, 1996
Participant Directed
.
Equity International Growth New Bond U.S. Treasury Science and Equity
Index Stock Stock Income Index Money Market Technology Income
Trust Fund Fund Fund Trust Trust Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $ 28,025 $ 86,206 $ 236,275 $ 66,326 $ 4,122 $ 126,008 $ 228,730 $ 197,548
Employer
contributions - - - - - - - -
Transfers in
from other
plans 1,628,634 6,636,255 30,322,511 8,488,283 258,873 17,259,403 23,109,772 28,020,893
Dividend and
interest
income - - - - - 61,427 - -
Net
appreciation
(depreciation)
in fair value
of investments (5,811) 65,436 139,512 (44,379) (783) - (903,036) 133,375
Total additions 1,650,848 6,787,897 30,698,298 8,510,230 262,212 17,446,838 22,435,466 28,351,816
DEDUCTIONS:
Distributions
to
participants 21,022 29,990 137,416 67,621 5,725 162,399 86,359 162,247
Total
deductions 21,022 29,990 137,416 67,621 5,725 162,399 86,359 162,247
Net
increase prior
to interfund
transfers, net 1,629,826 6,757,907 30,560,882 8,442,609 256,487 17,284,439 22,349,107 28,189,569
Interfund
transfers, net 6,663 130,084 97,874 20,777 728 (398,564) 346,848 73,641
Net increase 1,636,489 6,887,991 30,658,756 8,463,386 257,215 16,885,875 22,695,955 28,263,210
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 2,
1996 - - - - - - - -
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 31,
1996 $1,636,489 $6,887,991 $30,658,756 $8,463,386 $257,215 $16,885,875 $22,695,955 $28,263,210
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE PERIOD FROM INCEPTION THROUGH DECEMBER 31, 1996
Participant Directed
Non Participant
Retirement
Retirement Retirement Strategy Unrestriced Unrestricted Directed
Strategy Strategy Trust - CNF Common CFC Common Restricted
Trust - Trust - Conservative Stock Stock Participant CFC Common
Balanced Income Plus Growth Fund Fund Loans Stock Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $ 40,461 $ 3,820 $ 21,398 $ - $ 22,786 $ - $ - $ 1,061,705
Employer
contributions - - - - - - 510,740 510,740
Transfers in
from other
plans 2,048,172 99,755 901,875 23,906,762 678,095 8,999,251 1,547,282 153,905,816
Dividend and
interest
income - - - 63,946 - 59,018 - 184,391
Net
appreciation
(depreciation)
in fair value
of investments (2,398) (201) 239 1,806,658 146,129 - 767,845 2,102,586
Total additions 2,086,235 103,374 923,512 25,777,366 847,010 9,058,269 2,825,867 157,765,238
DEDUCTIONS:
Distributions
to
participants 7,483 - 4,445 132,846 201 57,911 11,765 887,430
Total
deductions 7,483 - 4,445 132,846 201 57,911 11,765 887,430
Net
increase prior
to interfund
transfers, net 2,078,752 103,374 919,067 25,644,520 846,809 9,000,358 2,814,102 156,877,808
Interfund
transfers, net 1,203 (2,689) 1,799 (258,168) 245,137 (265,333) - -
Net increase 2,079,955 100,685 920,866 25,386,352 1,091,946 8,735,025 2,814,102 156,877,808
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 2,
1996 - - - - - - - -
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
as of
December 31,
1996 $2,079,955 $100,685 $920,866 $25,386,352 $1,091,946 $8,735,025 $2,814,102 $156,877,808
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF PLAN:
The following description of the Consolidated Freightways Corporation
Stock and Savings Plan (the Plan) is provided for general information
purposes only. Participants should refer to the Summary Plan
Description or Plan document for more complete information.
General
Consolidated Freightways Corporation (the Company) established the
Consolidated Freightways Corporation Stock and Savings Plan, effective
December 2, 1996, for the purpose of providing retirement benefits for
the employees of the Company. The Plan was subsequently amended.
Prior to December 2, 1996, the Company's employees participated in the
Consolidated Freightways Inc. Thrift and Stock Plan sponsored by
Consolidated Freightways Inc., the former parent. In connection with
the Company's spin-off from Consolidated Freightways Inc. on
December 2, 1996, the Company's employees' account balances and loans
outstanding were transferred to the Plan. The Plan is a profit-
sharing plan offering the employees the opportunity to save for their
retirement and to increase their proprietary interest in the Company
by accumulating Company stock.
The Plan is intended to qualify as a profit sharing plan under section
401(a) of the Internal Revenue Code (the Code), with a salary deferral
feature qualified under Section 401(k) of the Code and is subject to
the provisions of the Employee Retirement Income Security Act of 1974,
as amended (ERISA). The related trust is intended to comply with
Section 501 of the Code.
Employees are eligible to participate in the Plan if the participant
is not covered by a collective bargaining agreement, is not a leased
employee, and is not a nonresident alien. Employees of subsidiaries
with substantially all operations outside of the United States, unless
the Employer makes contributions under the Federal Insurance
Contributions Act on behalf of the employees and they do not accrue
benefits under a Company funded pension plan other than the
Consolidated Freightways Corporation Pension Plan, are not eligible.
Overall responsibility for administering the Plan rests with the
Consolidated Freightways Corporation Administrative Committee (the
Committee) which is appointed by the Chief Executive Officer of the
Company. The Plan trustee, T. Rowe Price (the Trustee), is
responsible for the management and control of the Plan's assets.
Contributions
Participants may contribute up to 15% of their compensation, as
defined by the Plan and subject to certain limitations. The Company
makes matching contributions equal to 50% of the participant's
contribution, but not exceeding 1.5% of the participant's
compensation, as defined. The Company's matching contributions occur
quarterly beginning at the end of the quarter in which the participant
completes two years of service with the Company. Company
contributions are in the form of the Company's Common Stock or in cash
and may be discontinued at any time.
Participant Accounts
The Plan allows participants to select the type of investment fund in
which to invest their contributions. The Company's contribution
cannot be directed by the participant and is deposited into the
nonparticipant-directed Restricted CFC Common Stock Fund. The amount
of the Company's matching contribution is based upon a percentage of
participant contributions as described above. Allocations of net Plan
earnings are based upon participant account balances in relation to
the Plan's total fund balance. The benefit to which a participant is
entitled is the balance of the participant's account.
Vesting
Participants' accounts are fully vested.
Participant Loans
The Plan has a loan provision allowing participants access to funds in
their accounts. Participants can have up to three loans outstanding
at one time. Loans can be no less than $1,000 and in aggregate cannot
exceed the lesser of the participant's elective contributions and
related earnings, 45% of the employee's account balance or $50,000,
reduced by the highest aggregate loan balance within the preceding 12
months. Loan transactions are treated as a transfer to (from) the
various investment funds from (to) the Loan Fund. Loans can be made
for a term not to exceed 4-1/2 years and bear interest at a reasonable
rate determined by the Committee. Loans outstanding at December 31,
1997 bear interest at rates ranging from 7% to 10%. Principal and
interest payments are paid ratably through payroll deductions.
Terminations and Withdrawals
Participants and their beneficiaries can receive a total distribution
from their accounts upon death or termination of employment. A
participant can elect to have his/her account distributed in (a) a
single lump sum, (b) a series of substantially equal annual
installments or (c) a direct rollover into an eligible retirement
plan. Participants over the age of 59 1/2 may withdraw all or part of
their account balance in single sums before termination of employment.
Participants over the age of 70 1/2 may withdraw all or part of their
account balance in installments before termination of employment.
Participants may withdraw certain accounts from prior plans under the
former parent company, in single sums, up to two times a year before
termination of employment. Distributions will be made in cash except
that the participants' accounts invested in the Company's Common Stock
can, at the direction of the participant, be paid in shares.
Plan Termination
Although the Company has no intention of terminating the Plan, it may
do so at any time by resolution of the Board of Directors. In the
event that the Plan is terminated, the accounts of all affected
participants shall remain fully vested and nonforfeitable. Upon
termination of the Plan, the net assets shall be transferred to a
successor defined contribution plan or other qualified plan, or be
distributed to each participant in the amount credited to his or her
account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements have been prepared using the
accrual method of accounting.
Financial Instruments
The investments in the accompanying financial statements are stated at
quoted market prices which approximate fair value as of December 31,
1997 and 1996, except for participant loans outstanding which are
valued at cost which approximates fair value.
Income Recognition
The difference in fair value from one period to the next is included
in net realized and unrealized appreciation (depreciation) in fair
value of investments in the accompanying statements of changes in net
assets available for Plan benefits with fund information. The net
realized and unrealized appreciation (depreciation) in fair value of
investments also includes realized gains and losses on sales of
investments during the year.
Interest income is recorded as earned on the accrual basis. Dividends
are recorded on the ex-dividend date. Purchases and sales of
investments are recorded on a trade date basis.
Operating Expenses
The Company may elect to pay any and all administrative fees or
expenses of the Plan. Otherwise, these expenses and fees shall be
paid from Plan assets. During 1997 and 1996, all administrative
expenses and fees of the Plan were paid by the Company.
Payment of Benefits
Benefits paid to participants are recorded upon distribution.
Estimates
Management makes estimates and assumptions when preparing the
financial statements in conformity with generally accepted accounting
principles. Those estimates and assumptions affect the amounts
reported in the accompanying financial statements and notes thereto.
Actual results could differ from those estimates.
3. INVESTMENTS:
The Plan allows participants to select the type of investment fund in
which to invest their contributions. A description of each investment
option follows:
Equity Index Trust - This fund invests primarily in common stocks
that make up the S&P 500 Index.
International Stock Fund - This fund invests primarily in the
stocks of established growth companies outside of the United
States such as Europe, the Far East, Australia, Canada and other
areas.
Growth Stock Fund - This fund invests primarily in common stocks
of well-established growth companies whose earnings have grown
faster than the rate of inflation and economy in general.
New Income Fund - This fund invests primarily in corporate bonds,
bank obligations, U.S. government and mortgage-backed securities.
Bond Index Trust - This fund invests primarily in U.S. and
foreign government securities and corporate bonds as well as
other securities.
U.S. Treasury Money Market Trust - This fund invests primarily in
short-term U.S. Treasury obligations and repurchase agreements
collateralized by U.S. Treasury obligations.
Science and Technology Fund - This fund invests primarily in
stocks of companies that are expected to benefit from the
development, advancement, and use of science and technology.
Equity Income Fund - This fund invests primarily in common stocks
of established companies that pay above-average dividends and
have prospects of future dividend increases.
Retirement Strategy Trust - Balanced - This fund invests
primarily in domestic and international stocks (60%) and fixed
income securities (40%).
Retirement Strategy Trust - Income Plus - This fund invests
primarily in fixed income securities (60%) and common stocks
(40%).
Retirement Strategy Trust - Conservative Growth - This fund
invests primarily in domestic and international stocks (80%) and
fixed income securities (20%).
Unrestricted CFC Common Stock Fund - This fund invests in the
common stock of Consolidated Freightways Corporation.
The Plan also includes a nonparticipant-directed investment which is
described as follows:
Restricted CFC Common Stock Fund - This fund invests in the
common stock of Consolidated Freightways Corporation. The
participants are entitled to full voting rights and all dividends
when paid on shares credited to his or her account.
The Plan also includes the participant-directed Unrestricted CNF
Common Stock Fund. This fund is invested in the common stock of the
former parent. Amounts in this fund are the result of transfers from
the former parent's plan. Participants currently have the option to
sell their shares and reinvest the proceeds in funds other than CNF
common stock. Shares of CNF stock remaining unsold at December 31,
1999 will be sold by the Company and the proceeds will be reinvested
in the Unrestricted CFC Common Stock Fund. Participants cannot
purchase additional shares of CNF common stock.
4. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company
by a letter dated February 25, 1998 that the Plan and related trust
are designed in accordance with applicable sections of the Code. The
Plan administrator believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
Code.
5. RELATED PARTY TRANSACTIONS:
Certain Plan investments are shares in funds managed by T. Rowe Price.
T. Rowe Price is the trustee as defined by the Plan, and therefore,
these investments and investment transactions qualify as party-in-
interest transactions.
SCHEDULE I
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
EIN 77-0425334
PLAN NO. 002
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
(Note 5)
Identity of Description of Investment
Issue, Borrower, Including Maturity Date, Rate Current
Lessor or of Interest, Collateral, Par Cost Value
Similar Party or Maturity Value
Shares in registered investment
companies:
*T. Rowe Price International Stock Fund
(468,664.560 shares) $6,629,502 $6,289,478
*T. Rowe Price Growth Stock Fund
(1,331,738.393 shares) 37,794,666 38,607,096
*T. Rowe Price New Income Fund (916,662.600
shares) 8,216,251 8,314,130
*T. Rowe Price Science and Technology Fund
(862,618.914 shares) 27,892,326 23,514,992
*T. Rowe Price Equity Income Fund
(1,463,789.204 shares) 34,832,804 38,160,985
COMMON AND COLLECTIVE TRUST
FUNDS:
*T. Rowe Price Equity Index Trust
(186,847.141 shares) 3,937,949 4,630,072
*T. Rowe Price Bond Index Trust (46,567.619
shares) 632,700 663,123
*T. Rowe Price U.S. Treasury Money Market
Trust (15,543,814.230 15,543,814 15,543,814
shares)
*T. Rowe Price Retirement Strategy Trust-
Balanced (160,684.949 2,364,768 2,713,969
shares)
*T. Rowe Price Retirement Strategy Trust-
Income Plus (25,920.566 371,784 402,806
shares)
*T. Rowe Price Retirement Strategy Trust-
Conservative Growth
(76,246.383 shares) 1,167,473 1,339,649
PARTICIPANT LOANS:
*Plan Participants Participant loans with
interest rates from 7.0% to
10.0% and maturing through 9,798,112 9,798,112
2002
CORPORATE EQUITY:
*Consolidated Common stock (1,064,944.221 11,702,576 14,509,865
Freightways shares)
Corporation
CNF Common stock (868,783.266 18,201,823 33,665,352
Transportation shares)
Inc.
$179,086,548 $198,153,443
*Represents a party-in-interest as of December 31, 1997.
Note: Cost is calculated using the moving average method.
The accompanying notes are an integral part of this schedule.
<TABLE>
<CAPTION>
SCHEDULE II
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
EIN 77-0425334
PLAN NUMBER 002
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31,
1997
(Note 5)
Category (iii) - Series of transactions of the same issue that exceed 5% of net
Plan assets at the beginning of the Plan year
Purchases Sales
Identity Description of Asset, Including
Maturity Date,
of Party Rate of Interest, Collateral, Number of Purchase Number of Selling Cost of Net Gain
Involved and Par or Maturity Transactions Price Transactions Price Assets or
Value (Loss)
<S> <C> <C> <C> <C> <C> <C>
*T. Rowe Price Growth Stock Fund 100 $12,127,822 149 $7,405,120 $7,207,424 $ 197,696
*T. Rowe Price U.S. Treasury Money Market Trust 113 14,347,942 140 15,844,854 15,844,854 -
*T. Rowe Price Science & Technology Fund 119 14,544,807 131 11,762,404 12,597,920 (835,516)
*T. Rowe Price Equity Income Fund 129 11,618,266 121 6,254,074 5,921,090 332,984
*T. Rowe Price Unrestricted CNF Common Stock 5 1,720,361 203 7,800,812 5,602,584 2,198,228
*T. Rowe Price Unrestricted CFC Common Stock 171 11,985,575 71 5,416,753 4,410,924 1,005,829
<FN>
*Represents a party-in-interest transaction for the year ended December 31, 1997.
Note: Cost is calculated using the moving average method.
The accompanying notes are an integral part of this schedule.
</TABLE>
CONSENT OF INDEPENDANT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included and incorporated by
reference in this Form 11-K, into the Company's previously
filed Registration Statement File Nos. 333-16851, 333-16835, and
333-25167.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Portland, Oregon
June 24, 1998
