UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number 1-12149
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
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes___X___ No_______
Number of shares of Common Stock, $.01 par value,
outstanding as of October 31, 1997: 22,025,323
CONSOLIDATED FREIGHTWAYS CORPORATION
FORM 10-Q
Quarter Ended September 30, 1997
_____________________________________________________________________
_____________________________________________________________________
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1997 and December 31, 1996 3
Statements of Consolidated Operations -
Three and Nine Months Ended
September 30, 1997 and 1996 5
Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 1997 and 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED FREIGHTWAYS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1997 1996
(Dollars in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 80,976 $ 48,679
Trade accounts receivable, net of allowances 341,532 285,410
Other receivables 8,256 3,339
Operating supplies, at lower of average
cost or market 9,278 11,511
Prepaid expenses 40,274 35,848
Deferred income taxes 30,933 35,470
Total Current Assets 511,249 420,257
PROPERTY, PLANT AND EQUIPMENT, at cost
Land 78,744 78,989
Buildings and improvements 343,358 343,023
Revenue equipment 561,805 559,823
Other equipment and leasehold improvements 116,110 115,317
1,100,017 1,097,152
Accumulated depreciation and amortization (706,038) (680,464)
393,979 416,688
OTHER ASSETS
Deposits and other assets 9,851 10,808
Deferred income taxes 10,407 9,334
20,258 20,142
TOTAL ASSETS $ 925,486 $ 857,087
The accompanying notes are an integral part of these statements.
CONSOLIDATED FREIGHTWAYS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1997 1996
(Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 80,442 $ 87,511
Accrued liabilities 229,673 187,267
Accrued claims costs 82,898 95,780
Federal and other income taxes 21,287 4,083
Total Current Liabilities 414,300 374,641
LONG-TERM LIABILITIES
Long-term debt 15,100 15,100
Accrued claims costs 113,799 110,200
Employee benefits 115,932 113,312
Other liabilities and deferred credits 33,844 33,136
Total Liabilities 692,975 646,389
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized
5,000,000 shares; issued none -- --
Common stock, $.01 par value; authorized
50,000,000 shares; issued and outstanding
22,025,323 shares 220 220
Additional paid-in capital 57,174 57,174
Cumulative translation adjustment (5,052) (4,910)
Retained earnings 180,169 158,214
Total Shareholders' Equity 232,511 210,698
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 925,486 $ 857,087
The accompanying notes are an integral part of these statements.
CONSOLIDATED FREIGHTWAYS CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in thousands except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
REVENUES $ 603,253 $ 559,605 $1,727,509 $1,592,146
COSTS AND EXPENSES
Salaries, wages and benefits 389,874 382,255 1,126,354 1,106,237
Operating expenses 90,546 82,235 269,531 249,811
Purchased transportation 50,903 48,258 139,831 127,043
Operating taxes and licenses 18,462 18,969 55,060 57,228
Claims and insurance 15,623 13,965 46,983 42,278
Depreciation 13,505 16,224 40,197 50,074
578,913 561,906 1,677,956 1,632,671
OPERATING INCOME (LOSS) 24,340 (2,301) 49,553 (40,525)
OTHER INCOME (EXPENSE)
Investment income 597 43 1,028 214
Interest expense (993) (191) (2,163) (626)
Miscellaneous, net (561) (234) (1,705) (2,586)
(957) (382) (2,840) (2,998)
Income (loss) before income
taxes (benefits) 23,383 (2,683) 46,713 (43,523)
Income taxes (benefits) 11,600 (928) 24,758 (13,700)
NET INCOME (LOSS) $ 11,783 $ (1,755) $ 21,955 $ (29,823)
Primary average shares
outstanding (1) 23,279,205 22,025,323 22,025,323 22,025,323
Fully diluted average
shares outstanding (1) 23,404,911 22,025,323 22,025,323 22,025,323
Primary Net Income
(Loss) per Share: $ 0.51 $ (0.08) $ 1.00 $ (1.35)
Fully Diluted Net Income
(Loss) per Share: $ 0.50 $ (0.08) $ 1.00 $ (1.35)
<FN>
(1) The quarter ended September 30, 1997 includes the dilutive effects of the Company's
restricted stock.
The accompanying notes are an integral part of these statements.
CONSOLIDATED FREIGHTWAYS CORPORATION
AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
Nine Months Ended
September 30,
1997 1996
(Dollars in thousands)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 48,679 $ 26,558
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) 21,955 (29,823)
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 41,507 52,023
Increase (decrease) in deferred income taxes 3,464 (11,002)
Gains from property disposals, net (850) (2,095)
Changes in assets and liabilities:
Receivables (61,039) (57,034)
Prepaid expenses (4,426) (1,161)
Accounts payable (7,069) (9,355)
Accrued liabilities 42,406 23,300
Accrued claims costs (9,283) 5,422
Income taxes 17,204 (1,349)
Employee benefits 2,620 (1,270)
Other 2,216 18,647
Net Cash Provided (Used) by Operating Activities 48,705 (13,697)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (19,266) (41,041)
Proceeds from sales of property 2,858 5,902
Net Cash Used by Investing Activities (16,408) (35,139)
CASH FLOWS FROM FINANCING ACTIVITIES
Former parent investments and advances -- 55,103
Net Cash Provided by Financing Activities -- 55,103
Increase in Cash and Cash Equivalents 32,297 6,267
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 80,976 $ 32,825
The accompanying notes are an integral part of these statements.
CONSOLIDATED FREIGHTWAYS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements of
Consolidated Freightways Corporation and subsidiaries (the Company)
have been prepared by the Company, without audit by independent
public accountants, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management,
the consolidated financial statements include all normal recurring
adjustments necessary to present fairly the information required to
be set forth therein. Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted from these statements pursuant to such rules and regulations
and, accordingly, should be read in conjunction with the consolidated
financial statements included in the Company's 1996 Annual Report to
Shareholders.
There have been no significant changes in the accounting
policies of the Company. There were no significant changes in the
Company's commitments and contingencies as previously described in
the 1996 Annual Report to Shareholders and related annual report to
the Securities and Exchange Commission on Form 10-K, except as
described below in Note 4.
2. Stock Compensation
The Company previously granted 3,288,192 shares of restricted
stock to its regular, full-time employees under its Stock Option and
Incentive Plan. As of September 30, 1997, these granted but unissued
shares had an aggregate market value of $58.0 million. The shares
vest over three years and are contingent upon the Company's stock
price achieving pre-determined increases over the grant price for 10
consecutive trading days following each anniversary of the grant. If
performance conditions are met, approximately 1,096,100 shares of
common stock, or one-third of the total grant, will be issued in
December 1997 and compensation expense will be recognized based on
the then market price of the stock. Based on the market price of the
stock on September 30, 1997, the Company would recognize an $11.6
million non-cash charge, net of related tax benefits.
3. Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 128
"Earnings per Share." This statement changes the method of
calculating earnings per share. Primary earnings per share is
replaced with Basic Earnings per Share and is calculated using only
the weighted average shares outstanding for the period, without
giving effect to potentially dilutive instruments. Diluted earnings
per share is calculated similar to that under APB 15, except that
under the treasury stock method, the average stock price for the
period is used instead of the higher of the average or closing stock
price. This statement is effective for financial statements of
periods ending after December 15, 1997, with restatement of prior
period earnings per share required. If the Company adopted this
statement as of January 1, 1997, basic and diluted earnings per share
for the three and nine months ended September 30, 1997 would have
been $0.53 and $0.51 and $1.00 and $1.00, respectively. For periods
prior to 1997, earnings per share will remain as reported.
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." This statement
requires that all items of comprehensive income be prominently
displayed in the financial statements. Comprehensive income is the
change in equity during a period from transactions or other events
with non-owner sources. This statement is effective for fiscal years
beginning after December 15, 1997. Reclassification of prior year
financial statements is required. If the Company adopted this
statement as of January 1, 1997, comprehensive income for the three
and nine months ended September 30, 1997 would have been $11,794,000
and $21,870,000, respectively. For the three and nine months ended
September 30, 1996, comprehensive loss would have been $1,686,000 and
$29,528,000, respectively.
Also in June 1997 the FASB issued Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement requires the
presentation of financial information on the same basis that it is
used within an organization to evaluate segment performance and
allocate resources. It also will require enhanced disclosures about
geographic, product and service information. This statement is
effective for financial statements of periods beginning after
December 15, 1997. Management expects that adoption of this
statement will not have a material effect on its reporting
requirements.
4. Contingencies
In October 1997, three lawsuits were filed against the Company
and its principal operating subsidiary in Riverside County Superior
Court of California, claiming invasion of privacy and related tort
claims for intentional and negligent infliction of emotional distress
and seeking the recovery of punitive and emotional distress damages
in unspecified amounts. Those lawsuits arose out of the use of video
cameras at a California terminal facility, including restrooms, in
order to combat a problem with theft and drug use. One action was
filed on behalf of 282 plaintiffs, a second one with two plaintiffs
purports to be a class action, and a third one was filed by an
individual. The Company denies liability and intends to vigorously
defend these actions. With the exception of the individual lawsuit,
these cases have been removed to the United States District Court for
the Central District of California. It is the opinion of management
that the ultimate outcome of these actions will not have a material
adverse effect on the Company's consolidated financial position
or results of operations.
The Company and its subsidiaries are also defendants in various
lawsuits incidental to their businesses. It is the opinion of
management that the ultimate outcome of these actions will not have a
material adverse effect on the Company's consolidated financial
position or results of operations.
CONSOLIDATED FREIGHTWAYS CORPORATION AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Revenues for the three months ended September 30, 1997 increased
7.8% to $603.3 million, compared with the same period last year,
despite total and less-than-truckload tonnage declines of 1.5% and
0.4%, respectively. The marginal declines in tonnage levels were
more than offset by the improvement in net revenue per hundred
weight. Net revenue per hundred weight increased 9.5% over the same
period in 1996 and was due primarily to the retention of the general
rate increase implemented at the beginning of 1997 combined with
higher rated freight moved during the two week strike at UPS in
August. Revenue generated from the UPS strike was approximately
$11.0 million. The Company also benefited from increased revenues
from its premium service offerings, including its new PrimeTime Air
Service. Revenues for the nine months ended September 30, 1997
increased 8.5% to $1.73 billion on total and less-than-truckload
tonnage increases of 2.8% and 3.2%, respectively. Revenue per
hundred weight for the period increased 5.6% over the prior year for
reasons discussed above. The increases in tonnage levels were
primarily due to the fact that first half 1996 tonnage levels were
depressed following implementation of the Business Accelerator System
(BAS), a re-engineering of the Company's freight flow system, in
October 1995.
Salaries, wages and benefits for the three and nine months ended
September 30, 1997 increased 2.0% and 1.8%, respectively over the
prior year. These expenses reflect Teamster wages and benefits
increases of approximately $10 million for the three month period and
$20 million for the nine month period, incentive compensation for
salaried employees and increased business levels for the first half
of the year. These additional expenses were offset by cost
containment programs such as the use of rail in certain lanes,
workplace safety and return to work initiatives to reduce workers
compensation claims and increased efficiencies. Prior year expenses
were adversely impacted by the implementation of BAS during the first
half of the year and also included salary and benefit allocations for
administrative services now included in operating expenses as
explained below.
Operating expenses increased 10.1% and 7.9% for the three and
nine month periods, compared to the prior year, due primarily to the
inclusion of charges for administrative services outsourced to the
former parent. During the three and nine month periods, the fees for
these services were $5.0 million and $15.8 million, respectively. In
1996, the expense allocations from the former parent were included in
salaries, wages and benefits as noted in the previous paragraph. The
Company also incurred higher vehicle maintenance in the current year
as a result of an aging fleet.
Purchased transportation increased 5.5% and 10.1% for the three
and nine months ended September 30, 1997 as the Company increased
its use of lower cost rail services in strategic lanes. For the
three months ended September 30, 1997, rail miles as percentage of
total inter-city miles increased to 28.7% from 27.8% in the same
period last year. For the nine months ended September 30, 1997,
rail miles as a percentage of total inter-city miles were 27.0%,
compared with 24.6% in the same period of 1996.
Operating taxes and licenses decreased 2.7% and 3.8% for the
three and nine months ended September 30, 1997. These decreases are
the result of lower fuel taxes, licensing fees and highway use taxes
as a higher proportion of freight was transported via rail, as
discussed above. Additionally, the Company has been successful in
reducing property tax assessments on its terminal properties.
Claims and insurance increased 11.9% and 11.1% for the three
and nine months ended September 30, 1997 in line with increased
revenue levels.
Depreciation expense decreased 16.8% and 19.7%, respectively,
from the three and nine month periods last year due primarily to a
higher proportion of fully depreciated equipment in 1997. Also
contributing to the decrease was the transfer of $57.6 million of
excess properties to the former parent concurrent with the spin-off.
The above factors resulted in a $26.6 million year-over-year
improvement in operating income to $24.3 million for the three months
ended September 30, 1997. The operating ratio improved to 96.0% from
100.4%. Operating income for the nine months ended September 30,
1997 increased $90.1 million to $49.6 million with the operating
ratio improving to 97.1% from 102.5%. Results for the nine months
ended September 30, 1996 were impacted by depressed tonnage levels
and increased expenses associated with the implementation of BAS.
Other expense, net, for the three months ended September 30,
1997 increased 150.5% over the same period last year primarily due to
interest expense on other long-term liabilities, excluding debt. This
was offset by increased investment income from the Company's short-
term investments. For the nine months, other expense, net, decreased
5.3% primarily due to the absence in 1997 of interest expense on
borrowings from the former parent. This was previously included in
Miscellaneous, net.
The Company's effective income tax (benefit) rates for the three
and nine months ended September 30, 1997 and 1996 differ from the
statutory Federal rate due primarily to foreign taxes and non-
deductible items.
Net income for the three months ended September 30, 1997
improved to $11.8 million or $0.51 per primary share compared to a
loss of $1.8 million or $0.08 per primary share. Net income for the
nine months ended September 30, 1997 improved to $22.0 million or
$1.00 per primary share compared with a net loss of $29.8 million or
$1.35 per primary share.
Assuming a timely renewal of the Teamster's contract scheduled
to expire on March 31, 1998, management will continue to carefully
balance its revenue growth and yield objectives while containing
claims and maximizing utilization of existing capacity. Pending
renewal of the contract, however, the uncertainty associated with the
impending Teamster president re-election may delay the accomplishment
of the above objectives as shippers may divert freight to non-union
carriers. The April 1, 1997 Teamster wage and benefit increase will
result in approximately $10 million of additional wages and benefits
in the remainder of 1997 compared with the 1996 levels. As discussed
in Footnote 2 in Part 1 of this Form 10-Q, the Company has a
restricted stock program. If performance conditions are met,
approximately 1,096,100 shares of common stock will be issued in
December 1997 and compensation expense recognized based on the then
market price of the stock. Based on the market price of the stock on
September 30, 1997, the Company would recognize a $11.6 million non-
cash charge, net of related tax benefits.
The Company is currently studying the impact of Year 2000 issues
on its operations. Management does not expect that the final cost of
bringing computer systems into compliance will have a material
adverse effect on the Company's financial condition or results of
operations.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the Company had $81.0 million in cash
and cash equivalents. Net cash flow from operations for the nine
months ended September 30, 1997 was $48.7 million primarily from net
income and depreciation and amortization. Accounts receivable
increased $61.0 million reflecting higher sales per day and a slight
deterioration in days sales outstanding. Management has implemented
programs aimed at increasing the timeliness of collections.
Management expects cash flow from operations for the remainder of
1997 to be sufficient for working capital and capital expenditure
requirements. Capital expenditures for the nine months ended
September 30, 1997 were $19.3 million compared with $41.0 million in
the same period of the previous year, reflecting fewer required fleet
replacements and facility expenditures. The Company expects capital
expenditures to be approximately $5.0 million for the remainder of
1997 and will fund these with cash from operations supplemented by
financing arrangements, if necessary.
The Company has a $225.0 million secured credit facility with
several banks to provide for working capital and letter of credit
needs. Working capital borrowings are limited to $100 million while
letters of credit are limited to $150 million. Borrowings under the
agreement, which expires in 2000, bear interest based upon either
prime or LIBOR, plus a margin dependent on the Company's financial
performance. Borrowings and letters of credit are secured by
substantially all of the assets (excluding real property and certain
rolling stock) of Consolidated Freightways Corporation of Delaware
(CFCD), a wholly owned subsidiary of the Company, all of the
outstanding stock of CFCD and 65% of the outstanding capital stock of
Canadian Freightways Limited (CFL), a wholly owned subsidiary of
CFCD. As of September 30, 1997, the Company had no short-term
borrowings and $83.3 million of letters of credit outstanding under
this facility. The continued availability of funds under this credit
facility will require that the Company remain in compliance with
certain financial covenants. The most restrictive covenants require
the Company to maintain a minimum level of earnings before interest,
taxes, depreciation and amortization, minimum amounts of tangible net
worth and fixed charge coverage, and limit capital expenditures.
The Company is in compliance as of September 30, 1997 and expects to
be in compliance with these covenants for the remainder of the year.
INFLATION
Significant increases in fuel prices, to the extent not offset
by increases in transportation rates, would have a material adverse
effect on the profitability of the Company. Historically, the
Company has responded to periods of sharply higher fuel prices by
implementing fuel surcharge programs or base rate increases, or both,
to recover additional costs, but there can be no assurance that the
Company will be able to successfully implement such surcharges or
increases in response to increased fuel costs in the future. The
Company currently has in place a fuel surcharge program in response
to the increased fuel prices that began in 1996 and continue in 1997.
OTHER
The Company's operations necessitate the storage of fuel in
underground tanks as well as the disposal of substances regulated by
various Federal and state laws. The Company adheres to a stringent
site-by-site tank testing and maintenance program performed by
qualified independent parties to protect the environment and comply
with regulations. Where clean-up is necessary, the Company takes
appropriate action.
The Company has received notices from the Environmental
Protection Agency and others that it has been identified as a
potentially responsible party (PRP) under the Comprehensive
Environmental Response Compensation and Liability Act (CERCLA) or
other Federal and state environmental statutes at various Superfund
sites. Based upon cost studies performed by independent third
parties, the Company believes its obligations with respect to such
sites would not have a material adverse effect on its financial
condition or results of operations.
CFCD and the International Brotherhood of Teamsters (IBT) are
parties to the National Master Freight Agreement which expires on
March 31, 1998. Although CFCD currently believes that there will be
a successful negotiation of a new contract with the IBT, there can be
no assurances of a successful negotiation or that work stoppages will
not occur, or that the terms of any such contract will not be
substantially less favorable than those of the existing contract, or
that shippers will not divert freight to non-union carriers prior to
a renewal of the contract, any of which could have a material adverse
effect on CFCD's business, financial condition or results of
operations.
Certain statements included or incorporated by reference herein
constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to a
number of risks and uncertainties. Any such forward-looking
statements included or incorporated by reference herein should not be
relied upon as predictions of future events. Certain such forward-looking
statements can be identified by the use of forward-looking
terminology such as "believes,""expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "pro forma," "estimates," or
"anticipates" or the negative thereof or other variations thereof or
comparable terminology, or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily
dependent on assumptions, data or methods that may be incorrect or
imprecise and they may be incapable of being realized. In that
regard, the following factors, among others, and in addition to
matters discussed elsewhere herein and in documents incorporated by
reference herein, could cause actual results and other matters to
differ materially from those in such forward-looking statements:
changes in general business and economic conditions; increases in
domestic and international competition and pricing pressure;
increases in fuel prices; uncertainty regarding the Company's ability
to improve results of operations; labor matters, including shortages
of drivers, increases in labor costs, renegotiation of labor
contracts and the risk of work stoppages or strikes and diversion of
freight by shippers prior to a renewal of the current contract with
the IBT out of concern of a possible strike; changes in governmental
regulation, and environmental and tax matters. As a result of the
foregoing, no assurance can be given as to future results of
operations or financial condition.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
As previously disclosed, the Company has received notices from
the Environmental Protection Agency and others that it has been
identified as a potentially responsible party (PRP) under the
Comprehensive Environmental Response Compensation and Liability Act
(CERCLA) or other Federal and state environmental statutes at
various Superfund sites. Based upon cost studies performed by
independent third parties, the Company believes its obligations with
respect to such sites would not have a material adverse effect on
its financial condition or results of operations. Certain legal
matters are discussed in Note 4 in the Notes to Consolidated
Financial Statements in Part I of this form.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the quarter ended
September 30, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company (Registrant) has duly
caused this Form 10-Q Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Consolidated Freightways Corporation
(Registrant)
November 12, 1997 /s/David F. Morrison
David F. Morrison
Executive Vice President and
Chief Financial Officer
November 12, 1997 /s/Robert E. Wrightson
Robert E. Wrightson
Senior Vice President and Controller