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 401(k) 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 401(k) Plan
June 26, 1998 /s/Stephen D. Richards
Stephen D. Richards
Senior Vice President and
General Counsel
CONSOLIDATED FREIGHTWAYS 401(K) 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 401(k) Plan (the Plan) as
of December 31, 1997 and 1996, and the related statement of changes in
net assets available for benefits, with fund information, for the year
ended December 31, 1997. 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 its net assets available for benefits, with fund information, for
the year ended December 31, 1997, 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 statement 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 401(K) 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
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 4
SUPPLEMENTAL SCHEDULES:
Schedule I:Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 8
Schedule II:Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1997 9
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
U.S.
Equity International Growth New Bond Treasury
Index Stock Stock Income Index Money Market
Trust Fund Fund Fund Trust Trust
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
T. Rowe Price:
Shares in registered
investment companies $ - $5,794,227 $15,374,235 $3,430,263 $ - $ -
Common trust funds 663,834 - - - 27,864 4,631,039
Corporate stock - - - - - -
Participant loans - - - - - -
Total investments 663,834 5,794,227 15,374,235 3,430,263 27,864 4,631,039
Employee contributions 12,873 38,078 84,989 22,288 1,128 29,843
receivable
Net assets available
for plan benefits $676,707 $5,832,305 $15,459,224 $3,452,551 $28,992 $4,660,882
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
Retirement
Retirement Retirement Strategy
Science and Equity Strategy Strategy Trust -
Technology Income Trust - Trust - Conservative
Fund Fund Balanced Income Plus Growth
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
T. Rowe Price:
Shares in registered
investment companies $14,915,937 $13,233,974 $ - $ - $ -
Common trust funds - - 6,490,622 136,713 298,888
Corporate stock - - - - -
Participant loans - - - - -
Total investments 14,915,937 13,233,974 6,490,622 136,713 298,888
Employee contributions 98,457 72,324 37,416 2,104 5,343
receivable
Net assets available
for plan benefits $15,014,394 $13,306,298 $6,528,038 $ 138,817 $304,231
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
CFC
Common Participant
Stock Fund Loans Total
ASSETS:
Investments, at fair value-
T. Rowe Price:
Shares in registered
investment companies $ - $ - $ 52,748,636
Common trust funds - - 12,248,960
Corporate stock 1,150,574 - 1,150,574
Participant loans - 2,790,430 2,790,430
Total investments 1,150,574 2,790,430 68,938,600
Employee contributions 13,035 - 417,878
receivable
Net assets available
for plan benefits $1,163,609 $2,790,430 $69,356,478
The accompanying notes are an integral part of this statement.
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
Participant Directed
International Growth New Prime
Stock Stock Income Reserve
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
T. Rowe Price:
Shares in registered investment companies $5,129,448 $9,987,906 $2,800,080 $3,566,751
Participant loans - - - -
Total investments 5,129,448 9,987,906 2,800,080 3,566,751
Employee contributions receivable 56,077 104,367 32,877 42,170
NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,185,525 $10,092,273 $2,832,957 $3,608,921
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
Participant Directed
Science
and Equity
Technology Income Balanced Participant
Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
T. Rowe Price:
Shares in registered investment companies $12,216,872 $7,870,638 $4,665,011 $ - $46,236,706
Participant loans - - - 1,217,755 1,217,755
Total investments 12,216,872 7,870,638 4,665,011 1,217,755 47,454,461
Employee contributions receivable 132,175 80,466 48,800 - 496,932
NET ASSETS AVAILABLE FOR PLAN BENEFITS $12,349,047 $7,951,104 $4,713,811 $1,217,755 $47,951,393
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
U.S.
Equity International Growth New Bond Treasury Prime
Index Stock Stock Income Index Money Market Reserve
Trust Fund Fund Fund Trust Trust Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $196,254 $1,639,589 $ 3,233,632 $ 927,537 $21,024 $ 685,199 $ 547,359
Dividend and
interest income - - - - - 111,501 89,292
Net realized and
unrealized appreciation
(depreciation) in fair
value of invesments 46,512 124,826 2,936,512 277,830 1,582 - -
Total additions 242,766 1,764,415 6,170,144 1,205,367 22,606 796,700 636,651
DEDUCTIONS:
Transfers out
(in) to other plans (7,540) 5,946 (8,025) 811 (848) (72,426) 16,620
Distributions to
participants 7,780 195,075 441,880 132,259 - 145,907 153,816
Total deductions 240 201,021 433,855 133,070 (848) 73,481 170,436
Net increase prior to
interfund transfers, net 242,526 1,563,394 5,736,289 1,072,297 23,454 723,219 466,215
Interfund transfers, net 434,181 (916,614) (369,338) (452,703) 5,538 3,937,663 (4,075,136)
Net increase
(decrease) 676,707 646,780 5,366,951 619,594 28,992 4,660,882 (3,608,921)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, as of
December 31, 1996 - 5,185,525 10,092,273 2,832,957 - - 3,608,921
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, as of
December 31, 1997 $676,707 $5,832,305 $15,459,224 $3,452,551 $28,992 $4,660,882 $ -
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
Retirement Retirement
Science and Equity Strategy Strategy
Technology Income Balanced Trust - Trust -
Fund Fund Fund Balanced Income Plus
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $3,895,161 $2,654,125 $ 637,652 $ 832,859 $ 32,882
Dividend and
interest income - - - - -
Net realized and
unrealized appreciation
(depreciation) in fair
value of invesments 186,809 2,629,613 576,532 309,101 7,645
Total additions 4,081,970 5,283,738 1,214,184 1,141,960 40,527
DEDUCTIONS:
Transfers out
(in) to other plans (25,730) (28,471) 4,870 (6,250) -
Distributions to
participants 291,592 250,780 82,679 73,986 -
Total deductions 265,862 222,309 87,549 67,736 -
Net increase prior to
interfund transfers, net 3,816,108 5,061,429 1,126,635 1,074,224 40,527
Interfund transfers, net (1,150,761) 293,765 (5,840,446) 5,453,814 98,290
Net increase
(decrease) 2,665,347 5,355,194 (4,713,811) 6,528,038 138,817
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, as of
December 31, 1996 12,349,047 7,951,104 4,713,811 - -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, as of
December 31, 1997 $15,014,394 $13,306,298 $ - $6,528,038 $138,817
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
Retirement
Strategy
Trust - CFC
Conservative Common Participant
Growth Stock Fund Loans Total
<S> <C> <C> <C> <C>
ADDITIONS:
Participant
contributions $101,677 $ 295,530 $ - $15,700,480
Dividend and
interest income - - 153,673 354,466
Net realized and
unrealized appreciation
(depreciation) in fair
value of invesments 12,424 (65,749) - 7,043,637
Total additions 114,101 229,781 153,673 23,098,583
DEDUCTIONS:
Transfers out
(in) to other plans (844) (13,931) - (135,818)
Distributions to
participants - 2,765 50,797 1,829,316
Total deductions (844) (11,166) 50,797 1,693,498
Net increase prior to
interfund transfers, net 114,945 240,947 102,876 21,405,085
Interfund transfers, net 189,286 922,662 1,469,799 -
Net increase
(decrease) 304,231 1,163,609 1,572,675 21,405,085
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, as of
December 31, 1996 - - 1,217,755 47,951,393
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, as of
December 31, 1997 $304,231 $1,163,609 $2,790,430 $69,356,478
The accompanying notes are an integral part of this statement.
CONSOLIDATED FREIGHTWAYS 401(K) 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 401(k) Plan
(the Plan) is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
General
The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA). The Plan was established effective May 1, 1993. The
Plan was amended in 1997, changing the name from the CF MotorFreight
Savings Plan, adding additional investment options and increasing the
number of loans available to each participant, among other changes.
The 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's trustee, T. Rowe Price Trust Company (the
Trustee), is responsible for the management and control of the Plan's
assets.
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 ERISA. The related trust is intended to comply with
Section 501 of the Code.
Employees are eligible to participate in the Plan if they are covered
by an eligible collective bargaining agreement, are not leased
employees and are not nonresident aliens with no U.S. earned income.
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.
Contributions
An eligible employee may elect to contribute from 1% to 15% of pretax
compensation to the Plan, subject to certain Internal Revenue Service
limitations. Each participating employee may direct contributions
into one or more of the twelve investment funds set up under the Plan.
Consolidated Freightways Corporation of Delaware (the Company) makes
no matching contributions for participants of the Plan.
Participant Accounts
A separate account is maintained for each participant of the Plan.
Participant contributions are credited to individual investment funds
as directed by the participant. Net earnings of the individual
investment funds are allocated to each participant's account based
upon the value of the participant's fund balance in relation to the
Plan's total fund balance.
Vesting
Participants are fully vested at all times in all contributions made
to the Plan plus net earnings thereon.
Participant Loans Receivable
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 and may borrow from their fund accounts a minimum of $1,000
up to a maximum equal to the lesser of (a) the participant's elective
contributions and related earnings, (b) 45% of the participant's
account or (c) $50,000 reduced by the participant's highest aggregate
loan balance within the preceding 12 months. Loans are secured by the
participant's account balances. 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
7.25% to 10.00%. Principal and interest are paid ratably through
payroll deductions.
Distributions to Participants
Participants become eligible for distribution upon termination of
employment, disability, retirement, reaching age 70-1/2 or death.
Distributions are payable in the form of (a) lump sum payments, (b) a
series of substantially equal installments over a certain period not
to exceed the life expectancy of the participant, the joint life
expectancies of the participant and the participant's beneficiary or
(c) direct rollover into an eligible retirement plan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions
of ERISA. In the event of Plan termination, 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 on the
accrual basis of accounting.
Valuation of Investments
The investments in T. Rowe Price mutual funds and common trust funds
in the accompanying financial statements are stated at fair value.
Fair value for shares in a registered investment company is determined
by quoted market price which represents the net asset value of shares
held by the Plan. Participant loans receivable are valued at cost
which approximates fair value.
Income Recognition
Interest income is recorded as earned on the accrual basis. Dividends
are recorded on the ex-dividend date.
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 statement 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.
Purchases and sales of investments are recorded on a trade date basis.
Distribution to Participants
Benefit payments to participants are recorded upon distribution.
Administrative Expenses
During 1997 and 1996, all administrative expenses of the Plan were
paid by the Company.
Estimates
Management makes estimates and assumptions when preparing the
financial statements in conformity with generally accepted accounting
principles. These estimates and assumptions affect the amounts
reported in the accompanying financial statements and notes thereto.
Actual results could differ from these estimates.
3. INVESTMENTS:
Participants may direct their elective deferrals and earnings thereon
into twelve investment options. Elections can be changed daily. 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 the 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%).
CFC Common Stock Fund - This fund invests in the common stock of
Consolidated Freightways Corporation.
During 1997, the Plan discontinued the Prime Reserve Fund and the
Balanced Fund as investment options.
4. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company
by letter dated February 10, 1994, that the Plan and related trust are
designed in accordance with applicable sections of the Code. The Plan
has been amended since this date. The plan administrator believes
that the Plan, as amended, 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.
SCHEDULE I
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
EIN 94-1444798
PLAN NO. 004
ITEM 27a - 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
(431,760.558 shares) $ 5,619,353 $ 5,794,227
*T. Rowe Price Growth Stock Fund
(530,328.922 shares) 13,319,730 15,374,235
*T. Rowe Price New Income Fund
(378,198.818 shares) 3,364,342 3,430,263
*T. Rowe Price Science and Technology
Fund (547,173.020 shares) 15,301,729 14,915,937
*T. Rowe Price Equity Income Fund
(507,632.298 shares) 10,899,408 13,233,974
COMMON TRUST FUNDS:
*T. Rowe Price Equity Index Trust
(26,789.100 shares) 623,553 663,834
*T. Rowe Price Bond Index Trust
(1,956.773 shares) 27,075 27,864
*T. Rowe Price U.S. Treasury Money Market
Trust (4,631,039.000 4,631,039 4,631,039
shares)
*T. Rowe Price Retirement Strategy Trust-
Balanced (384,287.854 6,192,361 6,490,622
shares)
*T. Rowe Price Retirement Strategy Trust-
Income Plus
(8,797.466 shares) 131,216 136,713
*T. Rowe Price Retirement Strategy Trust-
Conservative Growth
(17,011.268 shares) 287,350 298,888
CORPORATE EQUITY:
*T. Rowe Price CFC Common Stock
(84,445.798 shares) 1,238,507 1,150,574
PARTICIPANT LOANS:
*Plan Participants Participant loans
receivable with interest
rates from
7.25% to 10.00% and 2,790,430 2,790,430
maturing through 2002
$64,426,093 $68,938,600
* Represents a party-in-interest as of December 31, 1997.
Note: Cost is calculated using the moving average cost method.
The accompanying notes are an integral part of this schedule.
SCHEDULE II
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
EIN 94-1444798
PLAN NO. 004
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(Note 5)
Purchases
Identity of Description of Asset, Including Maturity
Date,
Party Rate of Interest, Collateral, Number of Purchase
Involved and Par or Maturity Transactions Price
Value
*T. Rowe Price International Stock Fund 145 $2,351,074
*T. Rowe Price Growth Stock Fund 94 6,109,929
*T. Rowe Price U.S. Treasury Money Market Fund 87 5,969,730
*T. Rowe Price Prime Reserve Fund 54 1,498,246
*T. Rowe Price Science & Technology Fund 107 7,151,959
*T. Rowe Price Equity Income Fund 129 5,575,985
*T. Rowe Price Balanced Fund 37 961,520
*T. Rowe Price Retirement Strategy Trust - Balanced 59 6,601,135
*Represents a party-in-interest transaction for the year ended
December 31, 1997.
NOTE: Net gain or (loss) is calculated using the moving average cost method.
The accompanying notes are an integral part of this schedule.
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE II
CONSOLIDATED FREIGHTWAYS 401(K) PLAN
EIN 94-1444798
PLAN NO. 004
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(Note 5)
Sales
Identity of Description of Asset, Including Maturity
Date,
Party Rate of Interest, Collateral, Number of Selling Cost of Net Gain
Involved and Par or Maturity Transactions Price Asset or
Value (Loss)
<S> <C> <C> <C> <C>
*T. Rowe Price International Stock Fund 73 $1,503,859 $1,328,357 $ 175,502
*T. Rowe Price Growth Stock Fund 137 1,774,118 1,465,710 308,408
*T. Rowe Price U.S. Treasury Money Market Fund 61 1,350,219 1,350,219 -
*T. Rowe Price Prime Reserve Fund 55 5,064,997 5,064,997 -
*T. Rowe Price Science & Technology Fund 136 3,228,100 2,976,706 251,394
*T. Rowe Price Equity Income Fund 104 1,587,435 1,340,710 246,725
*T. Rowe Price Balanced Fund 57 6,108,149 5,030,153 1,077,996
*T. Rowe Price Retirement Strategy Trust - Balanced 68 419,615 408,774 10,841
<FN>
*Represents a party-in-interest transaction for the year ended December 31, 1997.
NOTE: Net gain or (loss) is calculated using the moving average cost method.
The accompanying notes are an integral part of this schedule.
</TABLE>
Exhibit 23
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
