UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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 1-5046
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN
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
SIGNATURES
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, Inc. Thrift and Stock Plan
June 27, 1996 /s/Eberhard G.H. Schmoller
Eberhard G.H. Schmoller
Senior Vice President and
General Counsel
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH AUDITORS' REPORT
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits with Fund
Information as of December 31, 1995
Statement of Net Assets Available for Plan Benefits with Fund
Information as of December 31, 1994
Statement of Changes in Net Assets Available for Plan Benefits with
Fund Information for the Year Ended December 31, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL SCHEDULES:
Schedule I:Item 27a - Schedule of Assets Held for Investment Purpo
ses as of December 31, 1995
Schedule II:Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1995
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Compensation Committee of the
Consolidated Freightways, Inc. Board of Directors:
We have audited the accompanying statements of net assets available
for plan benefits with fund information of the CONSOLIDATED
FREIGHTWAYS, INC. THRIFT AND STOCK PLAN as of December 31, 1995 and
1994, and the related statement of changes in net assets available for
plan benefits with fund information for the year ended December 31,
1995. These financial statements and the schedules referred to below
are the responsibility of the Plan's administrator. 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 plan
benefits as of December 31, 1995 and 1994, and the changes in its net
assets available for plan benefits for the year ended December 31,
1995, 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 the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by 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 plan benefits and the statement of changes
in net assets available for plan 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 20, 1996
<TABLE>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<CAPTION>
Participant Directed
Growth New Income Equity Science and International Equity
Stock Fund Fund Income Fund Technology Stock Fund Index
Fund Trust
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Mutual Funds $70,271,798 $26,907,453 $62,913,764 $51,057,218 $15,341,296 $ -
Common Trust Funds - - - - - 1,872,055
Participant Loans - - - - - -
Corporate Equity - - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Total investments 70,271,798 26,907,453 62,913,764 51,057,218 15,341,296 1,872,055
Contributions receivable-
Participants 357,010 145,496 279,897 355,133 132,720 33,398
Company - - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Total contributions receivable 357,010 145,496 279,897 355,133 132,720 33,398
Due from Preferred Stock
Fund- Unallocated - - - - - -
Dividend receivable - - - - - -
Cash - - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Total assets 70,628,808 27,052,949 63,193,661 51,412,351 15,474,016 1,905,453
----------- ----------- ----------- ----------- ----------- ----------
LIABILITIES:
Notes payable - - - - - -
Accrued interest payable - - - - - -
Due to Preferred Stock
Fund- Allocated - - - - - -
Due to Company - - - - - -
----------- ----------- ----------- ----------- ----------- ----------
Total liabilities - - - - - -
----------- ----------- ----------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $70,628,808 $27,052,949 $63,193,661 $51,412,351 $15,474,016 $1,905,453
=========== =========== =========== =========== =========== ==========
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
Participant Directed
Bond U.S. Treasury Retirement Retirement Retirement CF Common
Index Money Market Strategy Strategy Trust- Strategy Trust- Stock
Trust Trust Trust- Conservative Income Plus Fund
Balanced Growth
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Mutual Funds $ - $ - $ - $ - $ - $ -
Common Trust Funds 510,721 50,927,186 7,338,683 1,836,594 508,047 -
Participant Loans - - - - - -
Corporate Equity - - - - - 7,422,576
-------- ----------- ---------- ---------- -------- ----------
Total investments 510,721 50,927,186 7,338,683 1,836,594 508,047 7,422,576
Contributions receivable-
Participants 10,469 254,711 87,121 28,783 16,982 46,176
Company - - - - - -
-------- ----------- ---------- ---------- -------- ----------
Total contributions receivable 10,469 254,711 87,121 28,783 16,982 46,176
Due from Preferred Stock
Fund- Unallocated - - - - - -
Dividend receivable - - - - - -
Cash - - - - - -
-------- ----------- ---------- ---------- -------- ----------
Total assets 521,190 51,181,897 7,425,804 1,865,377 525,029 7,468,752
-------- ----------- ---------- ---------- -------- ----------
LIABILITIES:
Notes payable - - - - - -
Accrued interest payable - - - - - -
Due to Preferred Stock
Fund- Allocated - - - - - -
Due to Company - - - - - -
-------- ----------- ---------- ---------- -------- ----------
Total liabilities - - - - - -
-------- ----------- ---------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $521,190 $51,181,897 $7,425,804 $1,865,377 $525,029 $7,468,752
======== =========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
Nonparticipant Directed
Loan Fund ESOP CF Common Preferred Preferred Total
Common Stock Fund Stock Fund- Stock Fund-
Stock Fund Allocated Unallocated
<S>
ASSETS:
Investments, at fair value- <C> <C> <C> <C> <C> <C>
Mutual Funds $ - $ - $ - $ - $ - $226,491,529
Common Trust Funds - - - - - 62,993,286
Participant Loans 19,948,131 - - - - 19,948,131
Corporate Equity - 13,459,767 19,043,615 33,215,905 134,086,017 207,227,880
----------- ----------- ----------- ----------- ------------ ------------
Total investments 19,948,131 13,459,767 19,043,615 33,215,905 134,086,017 516,660,826
Contributions receivable-
Participants - - - - - 1,747,896
Company - - 1,502,222 - 218,966 1,721,188
----------- ----------- ----------- ----------- ------------ ------------
Total contributions receivable - - 1,502,222 - 218,966 3,469,084
Due from Preferred Stock
Fund- Unallocated - - - 2,189,540 - 2,189,540
Dividend receivable - - - - 6,194,442 6,194,442
Cash - - 46,383 - - 46,383
----------- ----------- ----------- ----------- ------------ ------------
Total assets 19,948,131 13,459,767 20,592,220 35,405,445 140,499,425 528,560,275
----------- ----------- ----------- ----------- ------------ ------------
LIABILITIES:
Notes payable - - - - 149,000,000 149,000,000
Accrued interest payable - - - - 6,413,408 6,413,408
Due to Preferred Stock
Fund- Allocated - - - - 2,189,540 2,189,540
Due to Company - - - - 9,863 9,863
----------- ----------- ----------- ----------- ------------ ------------
Total liabilities - - - - 157,612,811 157,612,811
----------- ----------- ----------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $19,948,131 $13,459,767 $20,592,220 $35,405,445 ($17,113,386) $370,947,464
=========== =========== =========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
Participant Directed
Growth New Income Equity Science and International Equity
Stock Fund Fund Income Fund Technology Stock Fund Index
Fund Trust
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
Mutual Funds $49,111,905 $22,327,621 $43,087,830 $24,419,502 $13,474,847 $ -
Common Trust Fund - - - - - 182,711
Participant Loans - - - - - -
Corporate Equity - - - - - -
----------- ----------- ----------- ----------- ----------- --------
Total investments 49,111,905 22,327,621 43,087,830 24,419,502 13,474,847 182,711
Contributions receivable-
Participants 303,834 128,294 235,531 183,161 128,277 5,454
Company - - - - - -
----------- ----------- ----------- ----------- ----------- --------
Total contributions receivable 303,834 128,294 235,531 183,161 128,277 5,454
Due from Preferred Stock
Fund- Unallocated - - - - - -
Dividend receivable - - - - - -
----------- ----------- ----------- ----------- ----------- --------
Total assets 49,415,739 22,455,915 43,323,361 24,602,663 13,603,124 188,165
----------- ----------- ----------- ----------- ----------- --------
LIABILITIES:
Notes payable - - - - - -
Accrued interest payable - - - - - -
Due to Preferred Stock
Fund- Allocated - - - - - -
Due to Company - - - - - -
----------- ----------- ----------- ----------- ----------- --------
Total liabilities - - - - - -
----------- ----------- ----------- ----------- ----------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $49,415,739 $22,455,915 $43,323,361 $24,602,663 $13,603,124 $188,165
=========== =========== =========== =========== =========== ========
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
Participant Directed
Bond U.S. Treasury Retirement Retirement Retirement CF Common
Index Money Market Strategy Strategy Strategy Stock Fund
Trust Trust Trust- Trust- Trust-
Balanced Conservative Income
Growth Plus
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
Mutual Funds $ - $ - $ - $ - $ - $ -
Common Trust Fund 108,866 46,579,859 3,951,568 530,684 63,180 -
Participant Loans - - - - - -
Corporate Equity - - - - - 3,109,649
-------- ----------- ---------- -------- ------- ----------
Total investments 108,866 46,579,859 3,951,568 530,684 63,180 3,109,649
Contributions receivable-
Participants 3,313 271,096 59,908 13,570 3,519 22,257
Company - - - - - -
-------- ----------- ---------- -------- ------- ----------
Total contributions receivable 3,313 271,096 59,908 13,570 3,519 22,257
Due from Preferred Stock
Fund- Unallocated - - - - - -
Dividend receivable - - - - - -
-------- ----------- ---------- -------- ------- ----------
Total assets 112,179 46,850,955 4,011,476 544,254 66,699 3,131,906
-------- ----------- ---------- -------- ------- ----------
LIABILITIES:
Notes payable - - - - - -
Accrued interest payable - - - - - -
Due to Preferred Stock
Fund- Allocated - - - - - -
Due to Company - - - - - -
-------- ----------- ---------- -------- ------- ----------
Total liabilities - - - - - -
-------- ----------- ---------- -------- ------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $112,179 $46,850,955 $4,011,476 $544,254 $66,699 $3,131,906
======== =========== ========== ======== ======= ==========
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
Nonparticipant Directed
Loan Fund ESOP CF Common Preferred Preferred Total
Common Stock Fund Stock Fund- Stock Fund-
Stock Fund Allocated Unallocated
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
Mutual Funds $ - $ - $ - $ - $ - $152,421,705
Common Trust Fund - - - - - 51,416,868
Participant Loans 15,970,710 - - - - 15,970,710
Corporate Equity - 11,938,880 11,692,343 23,814,188 122,619,535 173,174,595
----------- ----------- ----------- ----------- ------------ ------------
Total investments 15,970,710 11,938,880 11,692,343 23,814,188 122,619,535 392,983,878
Contributions receivable-
Participants - - - - - 1,358,214
Company - - 1,344,238 - 238,757 1,582,995
----------- ----------- ----------- ----------- ------------ ------------
Total contributions receivable - - 1,344,238 - 238,757 2,941,209
Due from Preferred Stock
Fund- Unallocated - - - 1,973,826 - 1,973,826
Dividend receivable - - - - 6,215,743 6,215,743
----------- ----------- ----------- ----------- ------------ ------------
Total assets 15,970,710 11,938,880 13,036,581 25,788,014 129,074,035 404,114,656
----------- ----------- ----------- ----------- ------------ ------------
LIABILITIES:
Notes payable - - - - 150,000,000 150,000,000
Accrued interest payable - - - - 6,454,500 6,454,500
Due to Preferred Stock
Fund- Allocated - - - - 1,973,826 1,973,826
Due to Company - - - - 9,863 9,863
----------- ----------- ----------- ----------- ------------ ------------
Total liabilities - - - - 158,438,189 158,438,189
----------- ----------- ----------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,970,710 $11,938,880 $13,036,581 $25,788,014 ($29,364,154) $245,676,467
=========== =========== =========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed
Growth New Income Equity Science and International Equity
Stock Fund Fund Income Fund Technology Stock Fund Index
Fund Trust
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $9,777,265 $3,870,229 $7,625,086 $8,299,764 $3,792,687 $474,993
Company contributions - - - - - -
Allocation of preferred shares to participants - - - - - -
Dividend and interest income 3,433,050 1,680,451 3,502,296 6,798,151 459,713 -
Net appreciation in fair value of investments 12,466,941 2,462,619 11,592,200 9,487,672 1,024,931 210,943
Transfers-in from other plans 19,463 969 5,967 18,036 3,187 -
----------- ----------- ------------ ----------- ----------- ----------
Total additions 25,696,719 8,014,268 22,725,549 24,603,623 5,280,518 685,936
----------- ----------- ------------ ----------- ----------- ----------
DEDUCTIONS:
Distributions to participants 2,357,328 1,107,884 2,094,273 1,419,034 543,429 45,257
Allocation of preferred shares to participants - - - - - -
Interest expense - - - - - -
----------- ----------- ------------ ----------- ----------- ----------
Total deductions 2,357,328 1,107,884 2,094,273 1,419,034 543,429 45,257
----------- ----------- ------------ ----------- ----------- ----------
Net increase prior to interfund transfers, net 23,339,391 6,906,384 20,631,276 23,184,589 4,737,089 640,679
INTERFUND TRANSFERS, net -2,126,322 -2,309,350 -760,976 3,625,099 -2,866,197 1,076,609
----------- ----------- ------------ ----------- ----------- ----------
Net increase 21,213,069 4,597,034 19,870,300 26,809,688 1,870,892 1,717,288
NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ------------ ----------- ----------- ----------
December 31, 1994 49,415,739 22,455,915 43,323,361 24,602,663 13,603,124 188,165
NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ------------ ----------- ----------- ----------
December 31, 1995 $70,628,808 $27,052,949 $63,193,661 $51,412,351 $15,474,016 $1,905,453
=========== =========== ============ =========== =========== ==========
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Bond U.S. Treasury Retirement Retirement Retirement CF Common
Index Money Market Strategy Strategy Strategy Stock Fund
Trust Trust Trust- Trust- Trust-
Balanced Conservative Income
Growth Plus
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $275,527 $7,763,788 $2,398,783 $670,079 $351,288 $1,103,540
Company contributions - - - - - -
Allocation of preferred shares to participants - - - - - -
Dividend and interest income - 2,680,011 - - - 69,141
Net appreciation in fair value of investments 47,174 - 1,221,157 271,713 47,704 845,686
Transfers-in from other plans - 736 833 - - 520
-------- ----------- ---------- ---------- -------- ----------
Total additions 322,701 10,444,535 3,620,773 941,792 398,992 2,018,887
-------- ----------- ---------- ---------- -------- ----------
DEDUCTIONS:
Distributions to participants 28,110 3,365,235 258,226 17,440 28,820 68,546
Allocation of preferred shares to participants - - - - - -
Interest expense - - - - - -
-------- ----------- ---------- ---------- -------- ----------
Total deductions 28,110 3,365,235 258,226 17,440 28,820 68,546
-------- ----------- ---------- ---------- -------- ----------
Net increase prior to interfund transfers, net 294,591 7,079,300 3,362,547 924,352 370,172 1,950,341
INTERFUND TRANSFERS, net 114,420 -2,748,358 51,781 396,771 88,158 2,386,505
-------- ----------- ---------- ---------- -------- ----------
Net increase 409,011 4,330,942 3,414,328 1,321,123 458,330 4,336,846
NET ASSETS AVAILABLE FOR PLAN BENEFITS, -------- ----------- ---------- ---------- -------- ----------
December 31, 1994 112,179 46,850,955 4,011,476 544,254 66,699 3,131,906
NET ASSETS AVAILABLE FOR PLAN BENEFITS, -------- ----------- ---------- ---------- -------- ----------
December 31, 1995 $521,190 $51,181,897 $7,425,804 $1,865,377 $525,029 $7,468,752
======== =========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Nonparticipant Directed
Loan Fund ESOP CF Common Preferred Preferred Total
Common Stock Fund Stock Fund- Stock Fund-
Stock Fund Allocated Unallocated
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ - $ - $ - $ - $ - $46,403,029
Company contributions - - 5,336,247 - 1,408,208 6,744,455
Allocation of preferred shares to participants - - - 6,200,827 - 6,200,827
Dividend and interest income 1,335,267 212,967 261,928 - 12,418,608 32,851,583
Net appreciation in fair value of investments - 2,141,609 2,602,161 4,684,491 17,451,595 66,558,596
Transfers-in from other plans - - - - - 49,711
----------- ----------- ----------- ----------- ------------ ------------
Total additions 1,335,267 2,354,576 8,200,336 10,885,318 31,278,411 158,808,201
----------- ----------- ----------- ----------- ------------ ------------
DEDUCTIONS:
Distributions to participants 835,405 628,999 1,711,575 - - 14,509,561
Allocation of preferred shares to participants - - - - 6,200,827 6,200,827
Interest expense - - - - 12,826,816 12,826,816
----------- ----------- ----------- ----------- ------------ ------------
Total deductions 835,405 628,999 1,711,575 - 19,027,643 33,537,204
----------- ----------- ----------- ----------- ------------ ------------
Net increase prior to interfund transfers, net 499,862 1,725,577 6,488,761 10,885,318 12,250,768 125,270,997
INTERFUND TRANSFERS, net 3,477,559 -204,690 1,066,878 -1,267,887 - -
----------- ----------- ----------- ----------- ------------ ------------
Net increase 3,977,421 1,520,887 7,555,639 9,617,431 12,250,768 125,270,997
NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ----------- ----------- ------------ ------------
December 31, 1994 15,970,710 11,938,880 13,036,581 25,788,014 -29,364,154 245,676,467
NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ----------- ----------- ------------ ------------
December 31, 1995 $19,948,131 $13,459,767 $20,592,220 $35,405,445 ($17,113,386) $370,947,464
=========== =========== =========== =========== ============ ============
</TABLE>
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
1. DESCRIPTION OF PLAN:
The following description of the Consolidated Freightways, Inc. Thrift
and Stock Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Employee Benefits Handbook for
more complete information.
General
Consolidated Freightways, Inc. (the Company) established the
Consolidated Freightways, Inc. Retirement Savings Plan, effective
January 1, 1984, for the purpose of providing retirement benefits for
the employees of the Company. The Plan has been amended several times
since its inception. Effective January 1, 1988, the Company amended
and restated the Retirement Savings Plan as the Thrift Plan. Effective
June 30, 1988, the Thrift Plan was amended to include the former
Consolidated Freightways, Inc. Employee Stock Ownership Plan (ESOP).
Effective May 1, 1989, the Company amended and restated the Thrift
Plan as the Thrift and Stock Plan. Effective January 1, 1991, the
Thrift and Stock Plan was amended to provide for the transfer to the
Plan of certain accounts of the Purolator Stock Ownership/Savings Plan
and the merger of the Emery Personal Retirement Account. The
restated Thrift and Stock Plan consists of a profit-sharing portion
and a stock bonus portion thereby offering eligible 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).
Employees are eligible to participate in the Plan if the participant
is not covered by a collective bargaining agreement, is not a leased
employee or is not a nonresident alien.
Overall responsibility for administering the Plan rests with the
Consolidated Freightways, Inc. Administrative Committee (the
Committee) which is appointed by the Chief Executive Officer of the
Company. The Administrative Committee reports directly to the
Compensation Committee of the Company's Board of Directors. The
Plan's 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 percent of their compensation, as
defined by the Plan and subject to certain limitations. The Company
makes matching contributions equal to 50 percent of a participant's
contribution, but not exceeding 1.5 percent of the participant's
compensation, as defined. Company contributions are in the form of
allocations of the Company's Series B Cumulative Convertible Preferred
Stock (Preferred Stock) and Consolidated Freightways, Inc. Common
Stock (Common Stock) or in the form of cash. Cash dividends on
Preferred Stock are used to repay the notes payable (refer to Note 4).
Participants are allocated additional Preferred Stock as a substitute
for the cash dividends used for debt service. The Company will make
an additional cash contribution to the Preferred Stock Fund -
Unallocated when debt service requirements exceed preferred cash
dividends received by the Plan. This additional Company contribution
was $1,408,208 for the year ended December 31, 1995, as reported in
the accompanying financial statements.
Participant Accounts
The Plan allows participants to select the type of investment fund in
which to invest their contributions. The Company's matching
contribution cannot be directed by the participant and is deposited
into the non-participant directed Preferred Stock Fund - Allocated and
CF Common Stock Fund. Upon reaching age 55 and having completed at
least 10 years of participation in the Plan, the participant may elect
once each year to transfer up to 100 percent of his assets from his
ESOP Common Stock Fund, CF Common Stock Fund and Preferred Stock Fund
- - Allocated to investment options other than Company stock.
Allocations of the Company's matching contribution are based upon a
percentage of participant contributions as described above.
Allocations of net Plan earnings are based upon participant account
balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participants' vested
account.
Vesting
Participants' contributions plus earnings thereon are immediately
vested. The Company's matching contributions are fully vested when
credited to the participants' account, which occurs quarterly
beginning at the end of the quarter in which the participant completes
two years of service with the Company.
Participant Loans
The Plan has a loan provision allowing participants access to funds on
a tax-free basis. Loans are allowed to the extent of the employee
contributions and can generally be no less than $1,000 and cannot
exceed the lesser of $50,000 or 50 percent of the employee's vested
account balance. 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 rate determined by the loan committee (prime rate plus 1 percent).
Loans outstanding at December 31, 1995 and 1994 bear interest at rates
ranging from 8.5 percent to 11 percent. Principal and interest are
paid ratably through payroll deductions.
Terminations and Withdrawals
Participants can receive a total distribution from their accounts upon
death or termination of employment. Disabled participants can receive
a distribution of their account upon attaining early retirement age
(age 55). Other types of withdrawals are permitted by the Plan in
limited situations. A participant can elect to have his/her account
distributed in a single lump sum or in a series of substantially equal
annual installments, as defined by the Plan. Distributions will be
made in cash except that (1) the participants' accounts invested in
Common Stock can, at the direction of the participant, be paid in
shares and (2) the participants' allocation of Preferred Stock will be
converted into shares of Common Stock and can, at the direction of the
participant, be paid in shares or in cash.
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 net assets of the Plan shall be
distributed to each participant in the amount credited to his/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,
1995 and 1994 except for (1) participant loans outstanding which are
valued at cost which approximates fair value and (2) Preferred Stock
which does not have a quoted market value but which is stated at fair
value as determined by an annual independent appraisal.
The notes payable in the accompanying financial statements are stated
at their carrying value. The fair value of the notes payable as of
December 31, 1995 and 1994 is approximately $166,000,000 and
$145,000,000, respectively. Fair value is calculated based on the
expected future payments discounted at market rates.
Income Recognition
The difference in market value from one period to the next is included
in net appreciation in fair value of investments in the accompanying
statement of changes in net assets available for plan benefits with
fund information. The net appreciation in fair value of investments
also includes realized gains and losses.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date. Purchases and sales of securities
are recorded on the trade date basis.
Operating Expenses
During 1995, all administrative expenses 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. These 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:
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.
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.
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.
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.
Equity Index Trust - This fund invests primarily in common stocks
that make up the S&P 500 Stock Index.
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.
Retirement Strategy Trust - Balanced - This fund invests primarily
in domestic and international stocks (60 percent) and fixed income
securities (40 percent).
Retirement Strategy Trust - Conservative Growth - This fund invests
primarily in domestic and international stocks (80 percent) and
fixed income securities (20 percent).
Retirement Strategy Trust - Income Plus - This fund invests
primarily in fixed income securities (60 percent) and common stocks
(40 percent).
CF Common Stock Fund - This fund invests in the common stock of
Consolidated Freightways, Inc.
The Plan also includes nonparticipant directed investments which are
described as follows:
ESOP Common Stock Fund and CF Common Stock Fund - These funds
invest in the common stock of Consolidated Freightways, Inc.
Preferred Stock Fund Allocated and Preferred Stock Fund -
Unallocated - These funds invest in the Series B Cumulative
Convertible Preferred Stock of Consolidated Freightways, Inc.
In May 1989, the Plan purchased 986,259 shares of the Company's
Series B Cumulative Convertible Preferred Stock (Series B stock) for
$150,009,863 using proceeds from the issuance of notes (Note 4). The
Preferred Stock is issuable only to the Plan Trustee. The shares are
held by the Trustee and allocated to participant accounts. Upon
allocation, the shares are used to pay the Preferred Stock cash
dividend on shares previously allocated to the participants with the
remainder used to offset the Company's matching contribution
requirement. In connection with the termination of an employee's
participation in the Plan, the Preferred Stock is automatically
converted into Common Stock at a rate generally equal to that number
of shares of Common Stock that could be purchased for $152.10, but not
less than the minimum conversion rate of four shares of Common Stock
for each share of Preferred Stock. At December 31, 1995 and 1994,
201,979 and 169,546 Preferred Shares, respectively, had been allocated
to participants and 752,433 and 793,202 shares, respectively, were
unallocated and were pledged as collateral against the Plan Notes.
4. NOTES PAYABLE:
On July 18, 1989, the Plan completed the sale of $150,000,000 in
aggregate principal amount of notes (the Plan Notes) to a group of
institutional investors. The original Plan Notes consisted of
$88,000,000 of Series A and $62,000,000 of Series B Notes. The
proceeds from the sale of the Plan Notes were used to repay the
$150,000,000 bridge loan from the Company to the Plan which had
earlier been made to finance the purchase of the Preferred Stock. The
Company has guaranteed repayment of the Plan Notes. Of the remaining
$149,000,000 notes, $116,400,000 are subject to earlier repurchase by
the Company at the option the holders, with a yield protection
penalty, in the event the Company's long-term senior unsecured
indebtedness should be rated by both Moody's and Standard & Poor's as
below investment grade. Of the remaining $87,000,000 of the Series A
TASP Notes, the terms of $32,625,000 of these notes have been modified
to exclude the holder's early repurchase option. In exchange, the
interest rates on the notes were enhanced by .5 percent to 9.0 percent
per annum. The other $54,375,000 in Series A Notes bear interest at
8.5 percent per annum. The $62,000,000 Series B Notes bear interest
at 8.6 percent per annum and are repayable in variable annual
installments from January 1, 2007 to January 1, 2009. The interest
expense on the Plan Notes is payable semiannually on January 1 and
July 1 and is subject to adjustment in certain circumstances including
some changes in applicable tax laws. Principal payments on the TASP
notes were $1,000,000 and $0 for the years ended December 31, 1995 and
1994, respectively.
Future maturities of the notes payable to be paid from preferred cash
dividends and/or additional cash contributions from the Company are as
follows:
Series Series
A B
1996 $ 2,100,000 $ -
1997 3,100,000 -
1998 4,200,000 -
1999 5,200,000 -
2000 6,400,000 -
Thereafter 66,000,000 62,000,000
----------- -----------
$87,000,000 $62,000,000
=========== ===========
5. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company
by a letter dated December 26, 1995 that the Plan and related trust
are designed in accordance with applicable sections of the Code.
Therefore, the Plan administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the Code.
6. 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.
7. RECONCILIATION TO FORM 5500:
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500 as of December
31:
1995 1994
Net assets available for plan benefits
per the financial statements $370,947,464 $245,676,467
Amounts allocated to withdrawing - (516,000)
participants ------------ ------------
Net assets available for plan benefits
per the Form 5500 $370,947,464 $245,160,467
============ ============
SCHEDULE I
CONSOLIDATED FREIGHTWAYS, INC.
THRIFT AND STOCK PLAN
EIN 94-1444798
PLAN NUMBER 003
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Identity of Issue Description of Investment
Borrower, Lessor Including Maturity Date, Rate Current
Similar of Interest, Collateral, Par Cost Value
Party or Maturity Value
Mutual Funds:
*T. Rowe Price Growth Stock Fund
(3,009,498.829 shares) $58,173,629 $70,271,798
*T. Rowe Price New Income Fund
(2,899,509.982 shares) 25,596,054 26,907,453
*T. Rowe Price Equity Income Fund
(3,144,116.146 shares) 50,741,506 62,913,764
*T. Rowe Price Science and Technology Fund
(1,753,338.535 shares) 41,551,501 51,057,218
*T. Rowe Price International Stock Fund
(1,254,398.659 shares) 14,626,954 15,341,296
Common Trust Funds:
*T. Rowe Price Equity Index Trust
(123,813.141 shares) 1,677,325 1,872,055
*T. Rowe Price Bond Index Trust (40,662.516 471,312 510,721
shares)
*T. Rowe Price U.S. Treasury Money Market
Trust (50,927,186.330 50,927,186 50,927,186
shares)
*T. Rowe Price Retirement Strategy
Trust-Balanced 6,226,768 7,338,683
(584,755.645 shares)
*T. Rowe Price Retirement Strategy
Trust-Conservative Growth
(146,342.154 shares) 1,598,880 1,836,594
*T. Rowe Price Retirement Strategy
Trust-Income Plus 468,028 508,047
(42,728.960 shares)
Participant Loans:
*Plan Participants Participant loans with
interest from 8.5% to 11%
and maturity dates from 19,948,131 19,948,131
1/96 to 7/00
Corporate Equity:
*Consolidated Common stock (1,506,639.908 33,638,187 39,925,958
Freightways, shares)
Inc.
*Consolidated Preferred stock
Freightways, (954,412.397 shares) 142,908,771 167,301,922
Inc. ------------ ------------
$448,554,232 $516,660,826
============ ============
*Represents a party-in-interest as of December 31, 1995.
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, INC.
THRIFT AND STOCK PLAN
EIN 94-1444798
PLAN NUMBER 003
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Category (iii) - Series of transactions involving securities of the same issue
that in the aggregate exceed 5 percent of the net Plan assets as of the
beginning of the year:
Number of
Identity of ------------- Purchase Selling Lease
Party Description of Purchases Sales Price Price Rental
Involved Asset
<S> <C> <C> <C> <C> <C>
Mutual Funds:
*T. Rowe Price Growth Stock Fund 94 - $20,667,559 $ - $ -
*T. Rowe Price Growth Stock Fund - 157 - 11,974,607 -
*T. Rowe Price New Income Fund 86 - 7,850,478 - -
*T. Rowe Price New Income Fund - 162 - 5,733,265 -
*T. Rowe Price Equity Income Fund 100 - 18,032,772 - -
*T. Rowe Price Equity Income Fund - 151 - 9,799,038 -
*T. Rowe Price Science and Technology Fund 153 - 33,803,180 - -
*T. Rowe Price Science and Technology Fund - 98 - 16,653,136 -
*T. Rowe Price International Stock Fund 103 - 8,025,029 - -
*T. Rowe Price International Stock Fund - 147 - 7,183,511 -
Common Trust Funds:
*T. Rowe Price U.S. Treasury Money Market 114 - 26,003,758 - -
Trust
*T. Rowe Price U.S. Treasury Money Market - 138 - 21,656,431 -
Trust
Corporate Equity:
*Consolidated Freightways, Common Stock 179 - 14,853,238 - -
Inc.
*Consolidated Freightways, Common Stock - 323 - 7,257,610 -
Inc.
</TABLE>
<TABLE>
<CAPTION>
Expense Current Value
Incurred with Cost of of Asset on Net Gain
Transactions Asset Transaction or
Date (Loss)
<S> <C> <C> <C> <C>
Mutual Funds:
*T. Rowe Price Growth Stock Fund $ - $20,667,559 $20,667,559 $ -
*T. Rowe Price Growth Stock Fund - 10,723,568 11,974,607 1,251,039
*T. Rowe Price New Income Fund - 7,850,478 7,850,478 -
*T. Rowe Price New Income Fund - 5,698,577 5,733,265 34,688
*T. Rowe Price Equity Income Fund - 18,032,772 18,032,772 -
*T. Rowe Price Equity Income Fund - 8,723,475 9,799,038 1,075,563
*T. Rowe Price Science and Technology Fund - 33,803,180 33,803,180 -
*T. Rowe Price Science and Technology Fund - 13,199,845 16,653,136 3,453,291
*T. Rowe Price International Stock Fund - 8,025,029 8,025,029 -
*T. Rowe Price International Stock Fund - 7,239,717 7,183,511 (56,206)
Common Trust Funds:
*T. Rowe Price U.S. Treasury Money Market - 26,003,758 26,003,758 -
Trust
*T. Rowe Price U.S. Treasury Money Market - 21,656,431 21,656,431 -
Trust
Corporate Equity:
*Consolidated Freightways, Common Stock - 14,853,238 14,853,238 -
Inc.
*Consolidated Freightways, Common Stock - 6,724,605 7,257,610 533,005
Inc.
<FN>
*Represents a party-in-interest transaction for the year ended December 31,
1995.
<FN>
Note: Cost is calculated using the moving average method.
<FN>
The accompanying notes are an integral part of this schedule.
</TABLE>
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into
Consolidated Freightways, Inc.'s previously filed Registration
Statement File Nos 2-81030, 33-29793, 33-52599, 33-60619 and 33-
60625.
/s/Arthur Andersen LLP
Portland, Oregon
June 27, 1996
