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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2005

Commission File Number 000-51215



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THE TRUST FOR CERTAIN CREDITORS OF

CONSOLIDATED FREIGHTWAYS CORPORATION AND

CERTAIN AFFILIATES



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Organized under the laws of the State of Washington

I.R.S. Employer Identification No. 32-0129155

805 Broadway, Suite 205,
Vancouver, WA 98660

Telephone Number (360) 448-4000



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Securities Registered Pursuant
to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None



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Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.    Yes ̈No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
    Yes ̈No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: Not Applicable.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING

FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the
Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court:     Yes  x    No ̈

DOCUMENTS INCORPORATED BY REFERENCE: None



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THE TRUST FOR CERTAIN CREDITORS OF CONSOLIDATED FREIGHTWAYS CORPORATION

AND CERTAIN AFFILIATES

FORM 10-K

For the Year Ended December 31,
2005

INDEX



|                                               |  |                                                                                       |  |     
|---------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|Item                                           |  |                                                                                       |  | Page
|                                               |  |                                                                                      
|                                               |  | PART I                                                                                |  |     
|                                               |  |                                                                                      
|1.                                             |  | Business                                                                              |  | 3   
|1A.                                            |  | Risk Factors                                                                          |  | 7   
|1B.                                            |  | Unresolved Staff Comments                                                             |  | 7   
|2.                                             |  | Properties                                                                            |  | 7   
|3.                                             |  | Legal Proceedings                                                                     |  | 8   
|4.                                             |  | Submission of Matters to a Vote of Trust Beneficiaries                                |  | 9   
|                                               |  |                                                                                      
|                                               |  | PART II                                                                               |  |     
|                                               |  |                                                                                      
|5.                                             |  | Market for Beneficial Interests                                                       |  | 9   
|6.                                             |  | Selected Financial Data                                                               |  | 9   
|7.                                             |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10  
|7A.                                            |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 13  
|8.                                             |  | Financial Statements and Supplementary Data                                           |  | 14  
|9.                                             |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 14  
|9A.                                            |  | Controls and Procedures                                                               |  | 14  
|9B.                                            |  | Other Information                                                                     |  | 14  
|                                               |  |                                                                                      
|                                               |  | PART III                                                                              |  |     
|                                               |  |                                                                                      
|10.                                            |  | Management                                                                            |  | 14  
|11.                                            |  | Executive Compensation                                                                |  | 15  
|12.                                            |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 15  
|13.                                            |  | Certain Relationships and Related Transactions                                        |  | 15  
|14.                                            |  | Principal Accounting Fees and Services                                                |  | 15  
|                                               |  |                                                                                      
|                                               |  | PART IV                                                                               |  |     
|                                               |  |                                                                                      
|15.                                            |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 16  
|                                               | 
|Signatures                                     |  | 17                                                                                   
|                                               | 
|Index to Information Incorporated by Reference |  | 18                                                                                   
|                                               | 
|Index to Financial Information                 |  | 18                                                                                   



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THE TRUST FOR CERTAIN CREDITORS OF CONSOLIDATED FREIGHTWAYS CORPORATION

AND CERTAIN AFFILIATES

FORM 10-K

For the Year Ended December 31, 2005

PART I

ITEM 1. BUSINESS

(a) Background

On September 3, 2002, Consolidated Freightways Corporation, Consolidated Freightways Corporation of Delaware, Redwood Systems, Inc., CF Airfreight Corporation, Leland James Service Corporation and CF MovesU.com, (collectively the
Debtors) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Central District of California (the Bankruptcy Court) (jointly administered
under case number RS-02-24284 MG). On December 13, 2004 (the Effective Date), The Trust for Certain Creditors of Consolidated Freightways Corporation and Certain Affiliates (the CFC Trust or the Trust) was
established pursuant to the Consolidated Plan of Liquidation dated July 1, 2004 (as Amended) (the Plan). The terms of the CFC Trust are set forth in a liquidation trust agreement dated as of December 8, 2004 (The Trust
Agreement). The CFC Trust is the transferee of the assets of the Debtors (the Trust Property). Pursuant to the Plan, the CFC Trust is obligated to make payments on account of the debts owed by the Debtors as set forth in the Plan.
The Plan was confirmed by the Bankruptcy Court by order entered November 22, 2004 (the Order). The terms of the Plan are described in the Second Amended Disclosure Statement for Debtors Consolidated Plan of Liquidation dated
July 1, 2004 (as Amended) (the Disclosure Statement), which was filed with the Bankruptcy Court on August 24, 2004. The Plan obtained the required acceptances from each necessary class of claims to support confirmation.

The Bankruptcy Court has retained jurisdiction over the CFC Trust and its assets as provided in the Plan, including the determination of all controversies
and disputes arising under or in connection with the CFC Trust to the extent legally permissible. For example, the Court has retained jurisdiction to (i) consider and adjudicate claims and causes of action, (ii) resolve matters relating to
the assumption and assignment or rejection of contracts and leases, (iii) enter orders approving post-Effective Date assets sales, (iv) hear and adjudicate matters relating to, or arising under the Plan, the Trust Agreement or otherwise
involving the Trust and (v) enter an order concluding the cases.

On the Effective Date, all assets of the Debtors were transferred to the CFC Trust.
The sole purpose of the CFC Trust is to liquidate the Trust Property as promptly as reasonably possible in accordance with Treasury Regulation § 301.7701-4(d) with no objective to continue or engage in the conduct of a trade or business. CFC
Trust property (the Trust Property) includes all real and personal property held by Debtors as well as all claims and causes of action, cash, deposits and preference and other receivables. Specifically, the CFC Trust will:



| |  |  | Liquidate, sell or otherwise dispose of the Trust Property.
| | - |  | -----------------------------------------------------------



| |  |  | Cause all proceeds of the Trust Property to be deposited into the CFC Trust in accordance with the Plan and Trust Agreement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Control, defend, prosecute, settle, and/or pursue the resolution of litigation or all claims, rights avoidance actions, and other causes of action included in the Trust Property in
accordance with the Plan and Trust Agreement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Oversee and where appropriate, initiate actions to resolve any remaining issues regarding the allowance and payment of claims, including, as necessary, initiation and/or
participation in proceedings before the Bankruptcy Court.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Make distributions of cash to the beneficiaries of the CFC Trust.
| | - |  | -----------------------------------------------------------------



| |  |  | Take such actions that are necessary and useful to maximize the value of the CFC Trust, including without limitation, the retention of employees.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

The Trustee of the CFC Trust is K. Morgan Enterprises, Inc. (the CF Trustee). Kerry Morgan, an individual, is personally responsible and legally obligated
for the performance of the duties, obligations and responsibilities of K. Morgan Enterprises, Inc. as trustee under the Trust Agreement.

As of
December 31, 2005, Trust Property included primarily cash, two real properties, preference receivables and an insurance deposit.



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The CFC Trust will continue in effect until the earlier of (a) the date that all Trust Property has been liquidated,
all proceeds have been converted to cash or distributed in kind, all Trust expenses have been paid, all claims to be paid under the Plan have been paid, all distributions to be made with respect to the Trust Beneficial Interests (defined below) have
been made, all litigation to which the Trust is a party has been concluded by an order issued by the court in which such litigation is pending and such order has become final and the Chapter 11 cases have been closed, and (b) 5 years from the
Effective Date, unless the Bankruptcy Court approves an extension of that deadline of up to an additional 5 years. If the Trust remains in existence 3 years after the Effective Date, the Trust will seek no action relief from the
Securities and Exchange Commission in respect of continued limited reporting in substantially the form included herein.

Pursuant to the Plan, an Oversight
Committee has been designated and consists of: Central States, Southeast and Southwest Areas Pension Fund; New York State Teamsters Conference Pension and Retirement Fund & New York State Teamsters Council Health & Hospital Fund;
Chicago Truck Drivers, Helpers and Warehouse Worker Union (Ind.) Pension Fund; International Brotherhood of Teamsters; and CNA Surety Corporation. The Oversight Committee shall constitute a representative of the Trust Beneficiaries for the purposes
of, inter alia, monitoring the implementation of the Plan and the Trust Agreement and the distributions of funds to the Trust Beneficiaries (defined below), in accordance with the terms of the Plan, the Confirmation Order and the Trust Agreement.

The CFC Trust is structured as a qualified liquidating trust and treated as a grantor trust for U.S. federal and state income tax purposes. As such, the
Trust is not a taxable entity and its tax attributes are passed through directly to the beneficial interest holders. Pursuant to Revenue Procedure 94-45, 1994-2 C.B. 684 the following sequence of events is deemed to occur in establishing and
maintaining the CFC Trust as a qualified liquidating trust for U.S. federal income tax purposes: (i) the transfer of the assets to the trust by the Consolidated Freightways debtor entities is treated first as a transfer to the holders of
allowed Class 4 claims and the Reserve for Disputed Claims (as defined in the Plan) followed by a contribution of the assets to the Trust, and (ii) such holders and the Reserve for Disputed Claims are considered the trust grantors and deemed
owners of the trust assets.

For financial reporting and income tax return purposes, it has been assumed that the CFC Trust will be respected as a grantor
trust by virtue of compliance with Revenue Procedure 94-45. However, there is no guaranty of this status, as no advance ruling from the Internal Revenue Service (IRS) has been requested concerning the tax status of the CFC Trust as a qualified
liquidating trust. If the IRS were to successfully challenge such classification, the income tax consequences to the Trust, holders of allowed Class 4 claims, Reserve for Disputed Claims (as defined in the Plan), and the Consolidated Freightways
debtor entities could materially differ from those described herein.

(b) Employees

The Trust had 10 full time employees at December 31, 2005.

(c) Claims Information

Pursuant to the Plan, the claims against the Debtors and interests in the Debtors were placed
into the following classes:

Administrative Claims: Administrative Claims are claims filed against the Debtors for goods or services
provided to the Debtor during the Chapter 11 cases. Allowed administrative claims will be paid in full.

Class 1 and 2 claims are the
Secured and Priority Non-Tax Claims against the Debtors which arose prior to the commencement of the Chapter 11 cases. The Class 1 and 2 claims will be paid out at 100% of their allowed amounts. Claims in these classes are either secured or among
the specific liabilities granted priority treatment under the Bankruptcy Code, including certain tax claims and employee wages claims up to $4,650. The holders of Class 1 and 2 claims are creditors of the CFC Trust and will have no ownership
interest in the CFC Trust.

Convenience Class claims (Class 3 claims) consist of all general unsecured pre-petition claims that are allowed
in an amount equal to or less than $100.00 and all unsecured claims that are allowed in an amount greater than $100.00 but which the holders elect to reduce to $100.00. These claims will be paid in full up to a maximum of $100.00.

Class 4 claims consist of all general unsecured pre-petition claims other than Convenience Class claims, Subordinated Pension Fund Claims and other
Subordinated Claims. Holders of allowed Class 4 claims will not be paid in full for amounts owed to them as of the Bankruptcy filing. Pursuant to the Plan, with certain exceptions, each holder of an allowed Class 4 claim receives a beneficial
interest in the Trust (the Trust Beneficial Interests or Trust Interests) which entitles the holder to distributions of funds from the liquidation of Trust Property. The holders of Trust Interests are referred to herein as
the Trust Beneficiaries. Holders of allowed Class 4 Claims are deemed to hold a pro rata Beneficial Interest in the CFC Trust equal to the amount of the allowed Class 4 claim held by the holder as compared to



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the total amount of all Claims ultimately allowed in Class 4. Each holder will share pro-rata in all
distributions made to Trust Beneficiaries pursuant to provisions of the Plan. Pro Rata means proportionately so that, with respect to any Class, the ratio of (a) the amount of consideration distributed on account of a particular Allowed Claim
to (b) the amount of Allowed Claim, is the same as the ratio of (x) the amount of consideration distributed on account of all Allowed Claims in the Class in which the particular Allowed Claim is included to (y) the aggregate amount of
all Allowed Claims of that Class. Holders of Disputed Class 4 Claims receive Trust Beneficial Interests upon resolution of the disputed claim and to the extent such claim becomes allowed. The Trust Beneficial Interests represent equity interests in
the Trust. The Beneficial Interests do not entitle the holder to any title in or to any of the assets of the Trust and do not represent obligations of the Trust to pay a certain amount. Therefore, the value of the Trust Interests is speculative and
subject to change based upon the net cash ultimately realized by the Trust. The Trust Interests shall be noted on the books and records of the Trust, shall not be evidenced by a writing and may not be transferred or sold, assigned, hypothecated or
pledged, except that they may be assigned or transferred by will, intestate succession, or operation of law.

As of December 31, 2004
there were approximately 1,400 unliquidated claims. Unliquidated claims are claims where the value of the claim is undeterminable or subject to certain contingencies. The CFC Trust analyzed these claims as of December 31, 2004 and estimated the
value of these claims to be approximately $10.0 million. During 2005, the CFC Trust either liquidated the majority of the claims or expunged the claims in full through the bankruptcy court. As of December 31, 2005, there remained an
insignificant number of unliquidated claims. The CFC Trust still estimates the value of these claims, including those liquidated during 2005, at $10.0 million. The Trusts current estimate of the value of these claims is included in the
estimate of allowed Class 4 claims below.

Class 5 and 6 claims consist of Subordinated Pension Fund Claims and other Subordinated Claims.
Holders of Class 5 claims will not receive any distribution until holders of Class 4 claims are paid in full. Holders of Class 6 claims will not receive any distribution until holders of Class 5 claims are paid in full.

Claims in Classes 7 through 16 include certain debts owed by the Debtors to affiliated entities and all equity interests. All of the debts and equity
interests in these classes were cancelled pursuant to the Plan and no distributions will be made on account of these debts and equity interests.

The CFC
Trust is required to pay all debts owed by the Debtors to the extent such debts are valid and such payment is required by the Plan and to the extent Bankruptcy Court approval of any debt is required, such approval has been obtained. This includes
(a) Administrative Claims, (b) Professional Claims, (c) Priority tax claims, (d) Trust fund claims, (e) Priority non-tax claims, (f) Convenience class claims (as defined above), and (f) Secured Claims.

The Debtors scheduled approximately $1.2 billion of valid pre-petition general unsecured claims with the Bankruptcy Court as of the commencement of the Chapter 11
cases in September 2002 including amounts for certain pension funds and the Pension Benefit Guaranty Corporation (referred to in this Form 10-K as the PBGC). All but approximately $30.0 million of the filed schedules were matched against
subsequently filed claims or subordinated per the Plan. As of December 31, 2005, 21,500 claims had been filed by creditors asserting $9.2 billion of pre-petition general unsecured claims. Upon allowance, including the resolution of any
objections asserted to any of these claims, each allowed claim will constitute an allowed Class 4 claim under the Plan and the holder will be a Trust Beneficiary to the extent of the allowed claim. Through December 31, 2005,
approximately 1,400 claims asserting $7.9 billion have been disallowed for cause, found to be duplicative or otherwise disallowed. As of the present, there remain approximately 15,500 claims asserting $0.9 billion of pre-petition value to be
resolved. The Trust estimates that a majority of these claims will be objected to, in whole or in part and that approximately $0.7 billion to $1.2 billion of Class 4 claims will ultimately be allowed in the aggregate, although no assurances can be
made.



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Summary of Payment Rights of Holders of Allowed Claims Under the Plan



|                                                                                                                                                                                                                                           |  |                                    |  |                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------- |  | ----------------------------------------------
|Type of Allowed Claim                                                                                                                                                                                                                      |  | Class of Claim per the Plan        |  | Payment Rights per the Plan for Allowed Claims
|Liabilities incurred after the bankruptcy filing                                                                                                                                                                                           |  | Administrative Claims              |  | Paid in full                                  
|                                                                                                                                                                                                                                           |  |                                   
|Liabilities incurred before the bankruptcy filing that are secured                                                                                                                                                                         |  | Class 1 Claims                     |  | Paid in full                                  
|                                                                                                                                                                                                                                           |  |                                   
|Liabilities incurred before the bankruptcy that are granted priority under the Bankruptcy Code.                                                                                                                                            |  | Class 2 Claims                     |  | Paid in full                                  
|                                                                                                                                                                                                                                           |  |                                   
|Other liabilities incurred before the bankruptcy totaling $100.00 or less and liabilities reduced by the holder to $100.00                                                                                                                 |  | Class 3 Claims (Convenience Class) |  | Paid in Full to a maximum of $100.00          
|                                                                                                                                                                                                                                           |  |                                   
|General Unsecured Claims arising prior to the commencement of the Chapter 11 cases, other than Convenience Class Claims in Class 3,
Subordinated Pension Fund Claims (which are in Class 5) and Subordinated Claims (which are in Class 6) |  | Class 4 Claims                     |  | See Below                                     
|                                                                                                                                                                                                                                           |  |                                   
|Subordinated Pension Fund Claims and Subordinated Claims                                                                                                                                                                                   |  | Classes 5 and 6 Claims             |  | See Below                                     

The following chart summarizes the payment rights of the Trust Beneficiaries
pursuant to the Plan:

Summary of Payment Rights of Trust Beneficiaries under the Plan



|                                 |  |                             |  |                                                                                 
|-------------------------------- |  | --------------------------- |  | --------------------------------------------------------------------------------
|Type of Impaired Claim           |  | Class of Claim per the Plan |  | Payment Rights per the Plan                                                     
|Unsecured Claims                 |  | Class 4                     |  | Payable Pro Rata, based upon Allowed amount of each Claim.                      
|                                 |  |                            
|Subordinated Pension Fund Claims |  | Class 5                     |  | Payable Pro Rata. No payment rights until Class 4 claims are paid in full.      
|                                 |  |                            
|Subordinated Claims              |  | Class 6                     |  | Payable Pro Rata. No payment rights until Class 4 and 5 Claims are paid in full.

Pro Rata means proportionately so that, with respect to any Class, the ratio of (a) the amount of
consideration distributed on account of a particular Allowed Claim to (b) the amount of the Allowed Claim, is the same as the ratio of (x) the amount of consideration distributed on account of all Allowed Claims in the Class in which the
particular Allowed Claim is included to (y) the aggregate amount of all Allowed Claims of that Class.

Holders of claims or equity interests in
classes 7 through 16 under the Plan are not entitled to any distributions of property or money from the CFC Trust.



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(d) Distributions

During the period January 1, 2005 through December 31, 2005, the Trust made approximately $64.8 million of distributions, which were comprised of the following: $27.8 million to certain pension funds and the
PBGC ($22.8 million from proceeds on sale of Canadian assets and $5.0 million from sale of real estate) pursuant to the Consolidation Stipulation (discussed in Item 7 of the Annual Report on Form 10-K); $20.9 million on allowed Unsecured Claims
(Class 4 claims) to Trust Beneficial Interest holders; $14.6 million on allowed Administrative, Secured and Priority claims (Class 1 and 2 claims), including $10.2 million of priority tax payments, a $2.9 million draw made against a cash
collateralized letter of credit by Reliance Insurance Company (in Liquidation) (Reliance), the holder of a Class 1 claim, administrative and reclamation payments of $1.0 million and priority wage payments of $0.5 million; and $1.5
million on Unsecured Claims covered by the ACC settlement (discussed below).

The $20.9 million distribution made to Trust Beneficial Interest holders in
2005 represented a 5.2% distribution on allowed non-employee Class 4 claims of approximately $400 million. Further distributions on claims will be made once certain priority and unsecured issues related to employee claims, which represent a
significant number of the unresolved claims, are resolved. A reserve of 5.2% on disputed Class 4 claims is included in Cash Held in Reserve for Disputed Clams on the Statement of Net Assets in Liquidation.

ACC: In 2004, the Bankruptcy Court approved a settlement between certain of the Debtors and American Casualty Company of Reading, Pennsylvania (ACC)
concerning certain pre-petition surety bonds issued by ACC on the Debtors behalf. The bonds indemnify certain claimants, up to the dollar amounts in the bond (not to exceed $5,000), whose non-contract claim consists of, or
includes, shortage and/or damage claims to the value of their lost, shorted, and/or damaged cargo as provided in the pricing and agreements from which the shipment was routed. Under the settlement, the Debtors received a payment of approximately
$4.0 million from ACC which included reimbursement of non-contract claims totaling approximately $2.7 million with the remainder as reimbursement for the cost of administering the non-contract claims as well as indemnifying ACC should an action on a
non-contract claim be filed directly against ACC. During 2005, the Debtors made payments to holders of allowed claims covered by the settlement of approximately $1.5 million.

During the period December 13, 2004 (the Effective Date) through December 31, 2004, the CFC Trust made payments of approximately $35.0 million to approximately 18,100 holders of allowed priority wage claims
(Class 2 claims). Some of the holders of these priority wage claims may also hold pre-petition General Unsecured Claims under Class 4 and therefore may also be Trust Beneficiaries. Additionally, the CFC Trust made payments of
approximately $323,000 on approximately 4,700 Convenience Class Claims (Class 3 claims). However, the payment on account of each Convenience Class Claim was in final satisfaction of any rights on the holder of that claim unless that holder has other
allowed claims. The CFC Trust did not make any distributions to holders of Trust Beneficial Interests during the period December 13, 2004 through December 31, 2004. Also during the period from the Effective Date through December 31,
2004, Reliance, the holder of a secured claim (Class 1 claim), made an approximately $1.0 million draw against a cash collateralized letter of credit.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

The CFC Trust is the beneficial owner of 2 real properties as of December 31, 2005. Those properties
consist of 1 truck terminal in Charlotte, NC and an administrative office building located in Menlo Park, CA. The Trust is pursuing the sale of these properties but is unable to project when the sales may be completed or the ultimate proceeds to be
received.

During 2005, the CFC Trust sold 4 truck terminals, receiving net proceeds of approximately $9.0 million.

During the period from the Effective Date through December 31, 2004, the CFC Trust received proceeds of approximately $1.8 million from the pre-Effective Date sale
of a truck terminal. Also during the period from the Effective Date through December 31, 2004, the CFC Trust sold a truck terminal, the proceeds of which were received in January 2005, for approximately $4.1 million, of which $3.2 million was
cash and the remainder was title to a truck terminal which was sold by the Trust for approximately $900,000.



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Prior to the Effective Date, the Trust sold 3 truck terminals for which escrow had not closed as of December 31,
2004. The proceeds to be received were recorded as receivables on the CFC Trusts books as of December 31, 2004. Proceeds of $14.2 million from these sales were received in 2005.

The CFC Trust is currently leasing administrative office space in Vancouver, WA, where it maintains its principal office.

ITEM 3. LEGAL PROCEEDINGS

(a) Collection Actions

As of the Effective Date, the Debtors were pursuing collection claims and legal actions against approximately 100 parties. Such claims include both pre-petition and post-petition claims, collection agency claims filed
in state courts, claims filed in the Bankruptcy Court, judgments, and some claims that had not yet been filed in any court (collectively, Collection Actions). The Trust has succeeded to the interests of the Debtors in the Collection
Actions. Pursuant to the Collection Actions, the Trust was seeking to recover $0.7 million in the aggregate from the defendants/debtors. During the period December 13, 2004 to December 31, 2004, approximately $77,000 was recovered on
account of the Collection Actions. During the period January 1, 2005 through December 31, 2005, approximately $0.5 million was recovered.

(b)
Preference Receivables

The Bankruptcy Code allows a trustee or debtor-in-possession to recover certain payments or transfers of property to unsecured
creditors during the 90 days prior to commencement of the bankruptcy case (Preferential Transfers) in order to redistribute such transfers more evenly among creditors. Creditors who are entitled to priority payment through bankruptcy,
such as secured creditors and holders of priority claims, are protected from being subject to preference claims. The Bankruptcy Code also provides creditors with several potential defenses to preference claims.

As of January 1, 2005, there were approximately 200 lawsuits and judgments pending which were commenced by the Debtors prior to the Effective Date to recover
preferential transfers (the Preference Actions). The Trust succeeded to the interests of the Debtors in the Preference Actions. Pursuant to the Preference Actions, the Trust was seeking to recover $2.5 million in the aggregate, net of
recovery costs, from the defendants as of the Effective Date. During the period January 1, 2005 to December 31, 2005, more than 100 Preference Actions were settled or resolved, resulting in recoveries of approximately $0.4 million, which
was received by the Trust in 2005. Also in 2005, the Trust decreased its estimated preference collections by approximately $1.8 million due to anticipated claim waivers and estimated lower cash collections.

(c) Norfolk Southern

On
February 7, 2003, Norfolk Southern Railway Company (Norfolk) filed a complaint against certain of the Debtors seeking an order from the Bankruptcy Court declaring and establishing a trust over approximately $2 million of payments
made by transportation customers to the Debtors for transportation services provided by Norfolk. On May 22, 2003, the Bankruptcy Court granted the Debtors motion to dismiss in part, without leave to amend. In July 2003, Norfolk appealed
the order of the Bankruptcy Court to the District Court. In March 2004, the District Court affirmed the Courts Order dismissing the Norfolk complaint. Norfolk has appealed the District Courts decision to the United States Court of
Appeals for the Ninth Circuit (the Ninth Circuit). In December 2005 oral arguments on the appeal by Norfolk were heard by the Ninth Circuit. The Courts decision is pending.

(d) Burlington Northern & Santa Fe Railway Company

On
February 26, 2003, Burlington Northern & Santa Fe Railway Company (BNSF) filed a complaint against one of the Debtors and GE Capital seeking an order from the Bankruptcy Court declaring and establishing a constructive trust
over certain payments made by customers to the Debtors for transportation services provided by BNSF. On June 19, 2003, the Court granted the Debtors motion to dismiss in part, without leave to amend. Thereafter, BNSF amended its complaint
to allege the existence of a resulting trust under federal common law and Kansas State law. Following the filing of the amended complaint, the Debtors negotiated, and the Bankruptcy Court approved, a partial settlement of the action under which an
escrow arrangement has been established, which permitted GE Capital to be dismissed from this action. Under the partial settlement, GE Capital deposited approximately $6.4 million of the Debtors cash collateral into a segregated account, and
the Debtors deposited an additional approximately $1.2 million into the segregated account. The parties settled this matter in 2005. BNSF was allowed an administrative expense claim in the amount of $425,000 and an unsecured claim in the amount of
$5.5 million. In return, BNSF released any claims to the $7.6 million in the segregated account. BNSF was paid $425,000 on account of its administrative claim in October 2005.



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(e) Laura Koscki

Ms. Koscki (Koscki) filed a claim against the Debtors based upon alleged federal civil rights violations, violations of the California Labor Code, hostile environment, and other theories, asserting a pre-petition claim in
the amount of not less than $240 million (the Koscki Claim). Koscki also commenced an adversary proceeding relating to the foregoing in the Bankruptcy Court in or about July 2004 (the Koscki Action), seeking judgment in her
favor on the Koscki Claim. On a motion by the Debtors, the Koscki Action was removed to the District Court. During February 2005, the District Court dismissed the Koscki Action with prejudice, except the right of Koscki to pursue any administrative
proceedings before the National Labor Relations Board with respect to Kosckis charge of sexual discrimination. Koscki has appeal the dismissal and the Trust has moved to dismiss Kosckis appeal. Such motion is currently pending. During
July 2005, the Bankruptcy court set a maximum value of $5.7 million on the Koscki claim for purposes of estimation.

(f) ABF

On March 3, 2005, the Trust commenced a lawsuit in the Bankruptcy Court against ABF Freight Systems, Inc. and Transport Realty, Inc. (the ABF Action and
the ABF Defendants) with respect to a parcel of real property located in Dearborn, Michigan (the Dearborn Property). One of the Debtors purchased the Dearborn Property from the ABF Defendants in 1996. Pursuant to the
agreement for the purchase of the Dearborn Property, the ABF Defendants were to take certain remedial action with respect to contamination on the Dearborn Property. The ABF Action sought declaratory relief that the ABF Defendants were required to
remediate the Dearborn Property and to pay the costs of such remediation, as well as other relief. The lawsuit was settled in November 2005, with ABF making a payment to the Trust of $335,000.

(g) Objections to Claims

For a discussion of the status of
objections by the Trust to Class 4 claims, see Item 1 (c) above.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF TRUST BENEFICIARIES

None

PART II

ITEM 5. MARKET FOR BENEFICIAL INTERESTS

The Trust Beneficial Interests were issued and are being issued as claims are allowed
pursuant to the Plan and their issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 1145 of the Bankruptcy Code. The Trust Beneficial Interests are not listed on any exchange or
market. There is no public market for the Trust Beneficial Interests.

As of December 31, 2005, the Trust had approximately 8,700 Trust Beneficial
Interest holders of record.

The Trust made a $20.9 million distribution to Trust Beneficial Interest Holders in 2005 which represented a 5.2% distribution
on approximately $400 million of allowed Class 4 claims.

Pursuant to the Plan, Trust Beneficial Interests may not be transferred, sold, assigned,
hypothecated or pledged by any holder except that they may be assigned or transferred by will, interstate succession or operation of law.

ITEM 6. SELECTED FINANCIAL DATA

The Selected Financial Data disclosures required by Item 301 of Regulation S-K
(§229.301), which are intended to highlight certain significant trends in the CFC Trusts financial condition and results of operations, are not relevant in a liquidating environment and are therefore omitted. The limited, unaudited
financial information being provided to the Bankruptcy Court and our creditors pursuant to the Liquidation Trust Agreement is set forth under Item 15(a).



9



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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On the Effective Date, the
CFC Trust was established pursuant to the terms of the Plan and all assets of Debtors were transferred to the CFC Trust. The CFC Trust is obligated to make payments on account of the debts owed by the Debtors as set forth in the Plan. The CFC Trust
believes that the following discussion fairly describes material activity and operations consistent with its purpose and in accordance with Treasury Regulation 301.7701-4(d). In this context, reference is made to the Consolidated Statements of Net
Assets in Liquidation as of December 31, 2004 and December 31, 2005; the Consolidated Statement of Changes in Net Assets in Liquidation for the period from December 13, 2004 through December 31, 2004 and for the year ended
December 31, 2005; and the Consolidated Statement of Cash Receipts and Disbursements for the period December 13, 2004 through December 31, 2004 and for the year ended December 31, 2005. These statements were prepared using the
liquidation basis of accounting and are unaudited.

A. Changes in net assets in liquidation

Net assets in liquidation are subject to material change when either (1) Distributions to holders of Allowed Class 4 Claims are authorized, or (2) estimates of
the fair value of the Liquidation Trusts assets and /or liabilities change. Both the authorization of Distributions and changes in estimates are non-cash changes.

Most cash transactions, on the other hand, such as collection of receivables, payments of accrued liabilities and Distributions, cause offsetting changes in the associated components of assets and liabilities, but do
not change net assets in liquidation. The Consolidated Statements of Cash Receipts and Disbursements shows the results of these transactions, which are also discussed later under the heading Cash Receipts and Disbursements.

The following table summarizes the significant changes in net assets in liquidation for the period indicated:



|                                                                        |  |                                                |         |   |                                                                                           |   |    
|----------------------------------------------------------------------- |  | ---------------------------------------------- | ------- | - | ----------------------------------------------------------------------------------------- | - | ---
|                                                                        |  | For the year ended December 31, 2005 Unaudited |         |   | For the period from December 13, 2004 (Effective Date) throughDecember 31, 2004 Unaudited
|(Dollars in thousands)                                                  |  |                                                |         |   |                                                                                          
|                                                                        |  |                                               
|Distributions authorized                                                |  | $                                              | (22,358 | ) |                                                                                           | $ |   
|                                                                        |  |                                                |         |   |                                                                                           |   |    
|Changes in estimates  Increase/(decrease) in net assets in liquidation |  |                                                |         |   |                                                                                           |   |    
|Fair value of preference receivables                                    |  |                                                | (1,800  | ) |                                                                                           |   |   
|Pension fund and PBGC liability                                         |  |                                                | (5,000  | ) |                                                                                           |   |    
|Unimpaired claims payable                                               |  |                                                | (443    | ) |                                                                                           |   |   
|                                                                        |  |                                                |         |   |                                                                                           |   |    
|Net decrease due to changes in estimates                                |  |                                                | (7,243  | ) |                                                                                           |   |   
|Net other increases                                                     |  |                                                | 7,037   |   |                                                                                           |   | 171
|                                                                        |  |                                                |         |   |                                                                                           |   |    
|Net increase (decrease) in net assets in liquidation                    |  | $                                              | (22,564 | ) |                                                                                           | $ | 171
|                                                                        |  |                                                |         |   |                                                                                           |   |    

1. Distributions authorized

Distributions totaling $22.4 million were authorized and made during the period January 1, 2005 through December 31, 2005 and consisted of a $20.9 million
distribution to holders of allowed Unsecured Claims (Class 4 claims) and $1.5 million to holders of allowed Unsecured Claims (Class 4 claims) covered by the ACC settlement. No distributions were authorized for the period from the Effective Date
through December 31, 2004.

2. Changes in estimate  estimated fair value of preference receivables.

A $1.8 million reduction in the estimated fair value of preference recoveries was made during the period January 1, 2005 through December 31, 2005 due to
anticipated claim waivers and estimated lower cash collections. No such change was made during the period from the Effective Date through December 31, 2004.

3. Changes in estimate  estimated pension fund and PBGC liability.

A $5.0 million increase in the estimated pension fund and PBGC liability was made during the period January 1, 2005 through December 31, 2005 based upon higher proceeds from sales of real estate assets. No
such change was made during the period from the Effective Date through December 31, 2004.



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4. Change in estimate  estimated unimpaired claim liability

A $0.4 million increase was made in the amount of estimated allowed unimpaired claims during the period January 1, 2005 through December 31, 2005 based upon a
review of claim liability. No such change was made for the period from the Effective Date through December 31, 2004.

5. Other increases

Other net increases for the period January 1, 2005 through December 31, 2005 totaled $7.0 million and consisted
mainly of $6.9 million of interest income on cash and cash equivalents. Other net increases for the period from the Effective Date through December 31, 2004 were $171,000 and consisted of interest income ($139,000) and gains on sale of property
($32,000).

B. Cash Receipts and Disbursements

The following table summarizes cash receipts and disbursements for the periods as indicated:



|                                          |  |                                                |         |   |                                                                                           |   |         |  
|----------------------------------------- |  | ---------------------------------------------- | ------- | - | ----------------------------------------------------------------------------------------- | - | ------- | -
|                                          |  | For the year ended December 31, 2005 Unaudited |         |   | For the period from December 13, 2004 (Effective Date) throughDecember 31, 2004 Unaudited |  
|(Dollars in thousands)                    |  |                                                |         |   |                                                                                           |  
|                                          |  |                                               
|Cash receipts                             |  | $                                              | 40,465  |   |                                                                                           | $ | 2,103   |  
|                                          |  |                                                |         |   |                                                                                           |   |         |  
|Trust operating expenses                  |  |                                                | 6,882   |   |                                                                                           |   | 376     |  
|Legal and professional fees               |  |                                                | 7,063   |   |                                                                                           |   | 446     |  
|Claims payments                           |  |                                                | 64,792  |   |                                                                                           |   | 36,342  |  
|                                          |  |                                                |         |   |                                                                                           |   |         |  
|Total disbursements                       |  |                                                | 78,737  |   |                                                                                           |   | 37,164  |  
|                                          |  |                                                |         |   |                                                                                           |   |         |  
|Net decrease in cash and cash equivalents |  | $                                              | (38,272 | ) |                                                                                           | $ | (35,061 | )
|                                          |  |                                                |         |   |                                                                                           |   |         |  

1. Cash receipts

Cash receipts for the period January 1, 2005 through December 31, 2005 of $40.5 million consisted mainly of $26.4 million of proceeds on the sales of property. Of the $26.4 million, $9.0 million was from
sales of property in 2005 while $17.4 million was from sales in 2004 for which the cash was received in 2005. Cash receipts in 2005 also included interest income on cash and cash equivalents ($6.9 million), tax refunds ($2.5 million), collections
($1.5 million) and other receipts ($3.2 million).

Cash receipts of $2.1 million in the period from the Effective Date through December 31, 2004
consisted mainly of $1.8 million of proceeds from the sale of one real estate property with the remainder coming from accounts receivable and other recoveries.

2. Trust operating expenses

Operating
expenses for the period January 1, 2005 through December 31, 2005 of $6.9 million and $0.4 million for the period from the Effective Date through December 31, 2004 consisted mainly of salaries, taxes, insurance and rent expense.

3. Legal and professional fees

Legal and professional fees for the period January 1, 2005 through December 31, 2005 of $7.1 million and $0.4 million for the period from the Effective Date through December 31, 2004 reflect payments for services consistent
with ongoing bankruptcy and liquidation efforts.

4. Claims payments

During the period January 1, 2005 through December 31, 2005, the Trust made approximately $64.8 million of distributions, which were comprised of the following:
$27.8 million to certain pension funds and the PBGC pursuant to a Consolidation Stipulation (discussed below) ($22.8 million from proceeds on sale of Canadian assets and $5.0 million from sale of real estate); $20.9



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million on allowed Unsecured Claims (Class 4 claims); $14.6 million on allowed Administrative, Secured and Priority
claims (Class 1 and 2 claims), including $10.2 million of priority tax payments, a $2.9 million draw made against a cash collateralized letter of credit by the holder of a Class 1 claim, administrative and reclamation payments of $1.0 million and
priority wage payments of $0.5 million; and $1.5 million on Unsecured Claims covered by the ACC settlement.

During the period from the Effective Date
through December 31, 2004, payments of Class 1 and 2 claims totaled $36.0 million. Those payments consisted of $23.0 million for priority wage damages to former union employees in satisfaction of claims asserted under the WARN Act; $12.0
million of priority vacation owed to former union and non-union employees; and an approximately $1.0 million draw against a cash collateralized letter of credit by a holder of a secured claim (Class 1 claim). The CFC Trust also made Class 3 payments
of approximately $0.3 million in the same period. No Class 4 distributions were made for the period from the Effective Date through December 31, 2004.

C. Cash and Reserves

1. Cash and cash equivalents

The CFC Trusts cash and cash equivalents balance decreased from $255.3 million as of the
December 31, 2004 by $38.2 million to $217.1 million as of December 31, 2005. The decrease resulted primarily from distributions on claims and disbursements associated with the costs of liquidation, partially offset by cash receipts
primarily from sale of real estate.

The CFC Trusts cash and cash equivalents balance is classified as either: (a) Reserved, (b) Restricted
, (c) Cash Available for Distributions to Holders of Allowed Class 4 Claims or (d) Cash Held in Reserve for Disputed Claims. Under the terms of the Plan, the CFC Trust is not required to segregate funds for reserves.

a. Reserved Cash is held to assure payment of the Liquidation Trusts obligations. Under the terms of the Plan, Reserved Cash is intended to provide
for (a) operating expenses of the CFC Trust and (b) estimated payments to holders of Administrative Claims, Allowed Class 1 and 2 Claims as well as Class 3 Claims in accordance with the Plan. Reserved Cash decreased by approximately $24.0
million due primarily to Trust operating, legal and professional expenses ($13.9 million) and distributions to allowed Administrative and Class 1 and 2 claims ($14.6 million), offset by an increase in the estimate of Unimpaired Claims ($0.4 million)
and collections ($4.1 million).

Reserved Cash decreased by $37.1 million from the Effective Date to December 31, 2004 to a balance of
$127.1 million, as a result of distributions made to holders of Allowed 2 Claims ($35.0 million); a draw on a cash collateralized letter of credit ($1.0 million) (as more fully described in the following paragraph); distributions to holders of
allowed Class 3 Claims ($0.3 million) and operating expenses ($0.8 million).

Reserved Cash as of December 31, 2005 includes $40.6
million of cash collateral to reimburse the issuer of a letter of credit held by Reliance in connection with insurance policies under which the Debtors were the insured. During the period from January 1, 2005 through December 31, 2005,
Reliance made a $2.9 million draw against the letter of credit. During the period from the Effective Date through December 31, 2004, Reliance made a $1.0 million draw against the letter of credit. Cash collateral remaining, if any, after
Reliance reimburses itself for all claims which may be paid in future years, is expected to revert back to the Trust.

b. Restricted Cash
as of the December 31, 2005 was $14.6 million and consisted mainly of the following: $11.9 million of cash restricted pursuant to a Consolidation Stipulation (as defined in the next paragraph) between the CFC Trust and the LLC Creditors as
defined below and $2.6 million to be used for payment of certain allowed pre-petition non-contract cargo claims pursuant to a settlement agreement between the CFC Trust and ACC. Restricted cash decreased $30.6 million in 2005 primarily due to
payments pursuant to the Consolidation Stipulation ($27.8 million) and payments under the ACC settlement ($1.5 million). Additionally, approximately $6.4 million of cash collateral classified as Restricted Cash as of December 31, 2004 was
reclassified as Cash Available for Distribution of Holders of Allowed Class 4 Claims as of December 31, 2005. These decreases were offset by an increase in the estimated pension fund liability ($5.0 million).

Consolidation Stipulation: In March 2003, the Debtors filed a motion (the Consolidation Motion) in the Bankruptcy Court seeking to substantively
consolidate with the Debtors the chapter 11 estates of four affiliates who were also the subject of chapter 11 cases at that time: CFCD 2002 LLC, CFCD 2002 Member LLC, CFCD 2002A LLC and CFCD 2002A Member LLC (collectively, the LLC
Affiliates). The Consolidation Motion was opposed by sixteen multi-employer pension plan funds which asserted withdrawal liability claims against the Debtors and the LLC Affiliates (the Pension Funds) and the PBGC (together with
the Pension Funds, the LLC Creditors). Subsequently in November 2003, the Debtors entered into a stipulation with the LLC Creditors and certain other parties to settle the issues relating to the Consolidation Motion (the



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##### Table of Contents

Consolidation Stipulation). Pursuant to the Consolidation Stipulation, (i) the Debtors agreed to
withdraw the Consolidation Motion and not seek to consolidate the estates of the LLC Affiliates with the Debtors, (ii) the Debtors and the LLC Creditors agreed to share the net proceeds from the liquidation of the assets of the LLC Affiliates
and the sale of the assets of certain affiliates of the Debtors in Canada (the Canada Assets) on the terms set forth in the Consolidation Stipulation, including, among other consideration, that (a) the Debtors would receive
seventy-three percent (73%) of the net proceeds (as calculated pursuant to the Consolidation Stipulation) from sales of the LLC Affiliates real estate assets and twenty percent (20%) of the net proceeds (as calculated pursuant to the
Consolidation Stipulation) from the sale of the Canada Assets, (b) the LLC Creditors would receive twenty-seven percent (27%) of the net proceeds from sales of the LLC Affiliates real estate assets and eighty percent (80%) of
the net proceeds from the sale of the Canada Assets, and (iii) the LLC Affiliates chapter 11 cases would be dismissed. The Court approved the Consolidation Stipulation at a hearing on February 25, 2004 and entered its Order on
April 27, 2004.

The CFC Trust has received proceeds of the sale of the LLC Affiliates real estate assets and the sale of the Canada assets and, in
accordance with the Consolidation Stipulation, the Trust holds the funds as Restricted Cash remaining to be distributed to the LLC Creditors. As of December 31, 2004, the amount was $34.7 million for which the CFC Trust recorded a $34.7 million
liability in the Consolidated Statements of Net Assets in Liquidation. During 2005, the CFC Trust made payments to the Pension Funds and the PBGC totaling $27.8 million. Of the $27.8 million, $22.8 million was from proceeds on sale of Canadian
assets and $5.0 million was from sale of real estate. During 2005, the Trust increased its estimated liability to the Pension Funds and the PBGC by $5.0 million based upon higher proceeds from sales of real estate assets. As of December 31,
2005, the liability to the Funds was $11.9 million in the Consolidated Statements of Net Assets in Liquidation.

c. Cash Available for
Distribution to Holders of Allowed Class 4 Claims increased by $16.3 million in 2005 to a balance of $99.3 million due primarily to proceeds from the sale of real property ($26.4 million), interest income ($6.8 million); reclassification of cash
collateral from Restricted Cash ($6.4 million) and other collections and receipts ($3.0 million), offset by a Class 4 distribution ($20.9 million) and increases in the estimated pension fund liability ($5.0 million) and estimated unimpaired claims
($0.4 million)

d. Cash Held in Reserve for Disputed Claims reflects a 5.2% distribution reserve for currently disputed Class 4 claims.

2. Reserves

The estimated
amounts of the operating expenses of the CFC Trust and estimated allowed and disputed amounts for Class 1, 2 and 3 Claims in accordance with the Plan are recorded as liabilities in the Consolidated Statements of Net Assets in Liquidation. These
reserves currently reduce the availability of cash for distributions to holders of Beneficial Interests. Significant other reserves include:

a. Pension Fund Reserve: Refer to discussion of the Consolidation Stipulation in subsection C.1.b above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The CFC Trust does not have any existing debt, does not
expect to incur any additional indebtedness other than ordinary course expenses of administering and operating the CFC Trust. The CFC Trust only invests cash assets in Treasury & related securities in accordance with the United States
Trustee Offices Guidelines. Accordingly, the CFC Trust does not believe that future interest rate fluctuations will have a material effect on the CFC Trust.



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by Item 8
are included in Item 15 of this Form 10-K. Any other information which has been omitted is either inapplicable or not required. The limited, unaudited financial information being provided to the Bankruptcy Court and our creditors pursuant to
the Liquidation Trust Agreement is set for under Item 15(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Trust did not employ
independent accountants to perform an audit on the financial statements contained in this Form 10-K.

ITEM 9A. CONTROLS AND PROCEDURES

The Trust maintains a system of disclosure controls to ensure that the information required
to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and regulations. These controls and procedures are also designed to ensure that
such information is communicated to the Trustee, to allow him to make timely decisions about required disclosures.

Based on the Trusts evaluation
(with the participation of the Trustee), as of the end of the period covered by this report, the Trustee has concluded that the Trusts disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, (the Exchange Act)) are effective to ensure that information required to be disclosed by the Trust in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules and forms.

There were no changes in the Trusts internal controls over
financial reporting during 2005 that has materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.

There were no significant changes in internal controls or in other factors that have materially affected, or were reasonably likely to materially affect, the internal controls subsequent to the date of the
Trustees evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

During a review of internal
controls in 2004, the Trust determined that the computer files for cargo claims and data warehouse systems were not backed up. If these files were not available, the Trusts ability to dispute certain claims filed in the bankruptcy could be
adversely affected, to the potential detriment of holders of Trust Beneficial Interests. During 2005, the Trust implemented systems and procedures to ensure back of up these files.

ITEM 9B. OTHER INFORMATION

Not Applicable.

PART III

ITEM 10. MANAGEMENT

The CFC Trust does not have any directors or executive officers. The Trustee of the CFC Trust is K.
Morgan Enterprises, Inc. (the CF Trustee). Kerry K. Morgan, an individual, is personally responsible and legally obligated for the performance of the duties, obligations and responsibilities of K. Morgan Enterprises, Inc. as trustee
under the Trust agreement. Kerry K. Morgan previously served as vice president and treasurer of CFC since July 2000.

All of the management and executive
authority over the CFC Trust resides with the Trustee, who has the full right and power and discretion to manage the Trust, subject to the terms of the Trust Agreement. The CFC Trust assigns and grants the following significant duties and powers,
among others, to the Trustee:



| |  |  | Liquidate, sell or otherwise dispose of the Trust Property.
| | - |  | -----------------------------------------------------------



| |  |  | Cause all proceeds of the Trust Property to be deposited into the CFC Trust in accordance with the Plan and Trust Agreement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Control, defend, prosecute, settle, and/or pursue the resolution of litigation or all claims, rights avoidance actions, and other causes of action included in the Trust Property in
accordance with the Plan and Trust Agreement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Oversee and where appropriate, initiate actions to resolve any remaining issues regarding the allowance and payment of claims, including, as necessary, initiation and/or
participation in proceedings before the Bankruptcy Court.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Make distributions of cash to the beneficiaries of the CFC Trust.
| | - |  | -----------------------------------------------------------------



| |  |  | Take such actions that are necessary and useful to maximize the value of the CFC Trust, including without limitation, the retention of employees.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the Plan, an Oversight Committee has been designated and consists of: Central States, Southeast and Southwest Areas Pension Fund; New York State Teamsters
Conference Pension and Retirement Fund & New York State Teamsters Council Health & Hospital Fund; Chicago Truck Drivers, Helpers and Warehouse Worker Union (Ind.) Pension Fund; International Brotherhood of Teamsters; and CNA Surety
Corporation. The Oversight Committee shall constitute a representative of the Trust Beneficiaries for the purposes of, inter alia, monitoring the implementation of the Plan and the Trust Agreement and the distributions of funds to the Trust
Beneficiaries, in accordance with the terms of the Plan, the Confirmation Order and the Trust Agreement.

Code of
Ethics

The CFC Trust has adopted a formal code of ethics in accordance with Item 406 of Regulation S-K and will provide to any person, without
charge, a copy of such code of ethics upon the written request of such person. All such requests, to be effective, must be made in writing and will be deemed to have been duly given or made when actually delivered, or in the case of a written
request by facsimile transmission, when received and telephonically confirmed. The Trusts address and facsimile number are: 805 Broadway, Suite 205, Vancouver, WA 98660. Telephone: (360) 448-4000; Facsimile; (360) 448-4344.

ITEM 11. EXECUTIVE COMPENSATION

K. Morgan Enterprises, Inc. is paid a fee of $27,083.34 per month pursuant to a Trustee
Services Agreement (the Agreement). The initial term of the Agreement, from December 13, 2004 through December 31, 2005, was completed and the Trustee received a $50,000 retention bonus. The agreement was renewed
for an additional 12 months, from January 1, 2006 through December 31, 2006, by the Oversight Committee. If the Trustee completes the 12 month renewal term, the Trustee is entitled to a $50,000 retention bonus. The Oversight
Committee, at its sole discretion, may extend the Agreement on such terms and conditions as may be mutually agreed upon by the Trustee and the Oversight Committee. The Trustee is entitled to reimbursement for reasonable out of pocket travel,
lodging, communication and necessary business expenditures actually incurred on behalf of or in connection with the affairs of the Trust.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Trust Beneficial Interests were issued and are
being issued as claims are allowed pursuant to the Plan and their issuance was exempt from the registration requirements of the Securities Exchange Act of 1933, as amended, pursuant to Section 1145 of the Bankruptcy Code. There is no public
market for the Trust Beneficial Interests of the Trust.

Trust Beneficial Interests do not represent securities that vote for the election of the Trustee
and, consequently, the Trust does not have any voting securities within the meaning of the Exchange Act of 1934, as amended, and the regulations there under applicable to the disclosure of 5% of voting securities.

As of December 31, 2005, the Trust had approximately 8,700 Trust Beneficial Interest holders of record.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Trust did not employee independent accountants to perform an audit on the
financial statements included in this Form 10-K.



15



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##### Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial
Statements

Consolidated Statements of Net Assets in Liquidation as of December 31, 2005 and December 31, 2004

Consolidated Statement of Changes in Net Assets in Liquidation for the year ended December 31, 2005 and the period December 13, 2004 (the Effective Date) through December 31, 2004

Consolidated Statement of Cash Receipts and Disbursements for the year ended December 31, 2005 and period December 13, 2004 (the Effective
Date) through December 31, 2004

Notes to the Consolidated Financial Statements

(b) Reports on Form 8-K

None

(c) Exhibits



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.1           |  | Second Amended Disclosure Statement for Consolidated Plan of Liquidation under Chapter 11 of the United States Bankruptcy Code, dated July 1, 2004, including as its Exhibit A, the
Consolidated Plan of Liquidation. (Filed as exhibit 2.1 to the Trusts Form 10-K for the period December 13, 2004 (the Effective Date) through December 31, 2004.                                                                                
|              | 
|4.1           |  | Liquidation Trust Agreement, dated as of December 8, 2004, by and among Consolidated Freightways Corporation of Delaware, et al, the Official Committee of Creditors Holding Unsecured Claims,
the Oversight Committee, K. Morgan Enterprises, Inc., as the Liquidation Trustee, and Kerry K. Morgan. (Filed as exhibit 4.1 to the Trusts Form 10-K for the period December 13, 2004 (the Effective Date) through December 31,
2004.
|              | 
|4.2           |  | First Amendment to Liquidation Trust Agreement, dated as of November 1, 2005.                                                                                                                                                                                                                                                                                                                                                        
|              | 
|31.1          |  | Certification of Liquidation Trustee                                                                                                                                                                                                                                                                                                                                                                                                 
|              | 
|99.1          |  | Order Confirming Consolidated Plan of Liquidation. (Filed as exhibit 99.1 to the Trusts Form 10-K for the period December 13, 2004 (the Effective Date) through December 31,
2004.                                                                                                                                                                                                                                                  



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                                                           
|-----------------------------------------------------------
|THE TRUST FOR CERTAIN CREDITORS OF CONSOLIDATED FREIGHTWAYS
|CORPORATION AND CERTAIN AFFILIATES                         
|(Registrant)                                               

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|               |  |                                                          
|-------------- |  | ---------------------------------------------------------
|March 30, 2006 |  | /s/ Kerry K. Morgan                                      
|               |  | Kerry K. Morgan, President of K. Morgan Enterprises
Inc.,
|               |  | Trustee for the Registrant                               



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##### Table of Contents

THE TRUST FOR CERTAIN CREDITORS OF CONSOLIDATED FREIGHTWAYS CORPORATION

AND CERTAIN AFFILIATES

FORM 10-K

For the Year Ended December 31,
2005

INDEX TO INFORMATION INCORPORATED BY REFERENCE

Not Applicable

INDEX TO FINANCIAL INFORMATION



|                                                                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                                                     |  | Page
|Consolidated Statement of Net Assets in Liquidation as of December 31, 2005 and December 31, 2004                                                                                    |  | 19  
|                                                                                                                                                                                     | 
|Consolidated Statement of Changes in Net Assets in Liquidation for the year ended December 31, 2005 and the period December 13, 2004 (the Effective Date) through December 31, 2004. |  | 20  
|                                                                                                                                                                                     | 
|Consolidated Statement of Cash Receipts and Disbursements for the year ended December 31, 2005 and the period December 13, 2004 (the Effective Date) through December 31, 2004.      |  | 21  
|                                                                                                                                                                                     | 
|Notes to the Consolidated Financial Statements                                                                                                                                       |  | 22  



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##### Table of Contents

The Trust for Certain Creditors of Consolidated Freightways Corporation

and Certain Affiliates

Statements of Net Assets in Liquidation

(In thousands)

Unaudited



|                                                                |  |                       |         |                       |   |        
|--------------------------------------------------------------- |  | --------------------- | ------- | --------------------- | - | -------
|                                                                |  | As ofDecember 31,2005 |         | As ofDecember 31,2004
|Assets                                                          |  |                       |         |                       |   |        
|Cash and cash equivalents                                       |  |                       |         |                       |   |        
|Reserved                                                        |  | $                     | 103,129 |                       | $ | 127,077
|Restricted                                                      |  |                       | 14,618  |                       |   | 45,191 
|Available for Distribution to Holders of Allowed Class 4 Claims |  |                       | 52,519  |                       |   | 83,070 
|Held in Reserve for Disputed Claims                             |  |                       | 46,800  |                       |   |       
|                                                                |  |                       |         |                       |   |        
|Total cash and cash equivalents                                 |  |                       | 217,066 |                       |   | 255,338
|                                                                |  |                      
|Preference claims receivables (net of costs of recovery)        |  |                       | 250     |                       |   | 2,500  
|Other receivables                                               |  |                       | 660     |                       |   | 18,349 
|                                                                |  |                       |         |                       |   |        
|                                                                |  |                       | 910     |                       |   | 20,849 
|Property, Plant and Equipment, net                              |  |                       |         |                       |   |        
|Land and Building                                               |  |                       | 19,750  |                       |   | 29,400 
|Equipment                                                       |  |                       | 89      |                       |   | 30     
|                                                                |  |                       |         |                       |   |        
|                                                                |  |                       | 19,839  |                       |   | 29,430 
|Other Assets                                                    |  |                       | 2,022   |                       |   | 3,660  
|                                                                |  |                       |         |                       |   |        
|Total Assets                                                    |  | $                     | 239,837 |                       | $ | 309,277
|                                                                |  |                       |         |                       |   |        
|Liabilities                                                     |  |                       |         |                       |   |        
|Administrative, Class 1 and Class 2 Claims                      |  | $                     | 78,667  |                       | $ | 92,881 
|Class 3 Claims                                                  |  |                       | 48      |                       |   | 18     
|Pension Fund and PBGC Liability                                 |  |                       | 11,913  |                       |   | 34,720 
|Estimated costs of liquidation                                  |  |                       | 24,413  |                       |   | 34,178 
|Other liabilities                                               |  |                       | 1,314   |                       |   | 1,434  
|                                                                |  |                       |         |                       |   |        
|Total Liabilities                                               |  |                       | 116,355 |                       |   | 163,231
|                                                                |  |                       |         |                       |   |        
|Net Assets in Liquidation                                       |  | $                     | 123,482 |                       | $ | 146,046
|                                                                |  |                       |         |                       |   |        

See accompanying notes to financial statements



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##### Table of Contents

The Trust for Certain Creditors of Consolidated Freightways Corporation

and Certain Affiliates

Statement of Changes in Net Assets in Liquidation

(In thousands)

Unaudited



|                                                                          |  |                                     |         |   |                                                                               |   |        
|------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------------------------------------------------- | - | -------
|                                                                          |  | For the year endedDecember 31, 2005 |         |   | For the period fromDecember 13, 2004(Effective Date) throughDecember 31,
2004
|Increases in Net Assets in Liquidation                                    |  |                                     |         |   |                                                                               |   |        
|Interest income                                                           |  | $                                   | 6,875   |   |                                                                               | $ | 139    
|Other increases                                                           |  |                                     | 778     |   |                                                                               |   | 32     
|                                                                          |  |                                     |         |   |                                                                               |   |        
|Total increases                                                           |  |                                     | 7,653   |   |                                                                               |   | 171    
|                                                                          |  |                                     |         |   |                                                                               |   |        
|Decreases in Net Assets in Liquidation                                    |  |                                     |         |   |                                                                               |   |        
|Increase in Estimated Pension Fund and PBGC Liability                     |  |                                     | (5,000  | ) |                                                                               |   |       
|Decrease in Estimated Preference Receivables                              |  |                                     | (1,800  | ) |                                                                               |   |       
|Increase in Estimated Unimpaired Claims                                   |  |                                     | (443    | ) |                                                                               |   |        
|Other decreases                                                           |  |                                     | (616    | ) |                                                                               |   |       
|                                                                          |  |                                     |         |   |                                                                               |   |        
|Total decreases                                                           |  |                                     | (7,859  | ) |                                                                               |   |       
|                                                                          |  |                                     |         |   |                                                                               |   |        
|Net increase (decrease) in Net Assets in Liquidation before distributions |  |                                     | (206    | ) |                                                                               |   | 171    
|Distributions                                                             |  |                                     | (22,358 | ) |                                                                               |   |       
|Net increase (decrease) in Net Assets in Liquidation                      |  |                                     | (22,564 | ) |                                                                               |   | 171    
|Net Assets in Liquidation at beginning of period                          |  |                                     | 146,046 |   |                                                                               |   | 145,875
|                                                                          |  |                                     |         |   |                                                                               |   |        
|Net Assets in Liquidation at end of period                                |  | $                                   | 123,482 |   |                                                                               | $ | 146,046
|                                                                          |  |                                     |         |   |                                                                               |   |        

See accompanying notes to financial statements



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##### Table of Contents

The Trust for Certain Creditors of Consolidated Freightways Corporation

and Certain Affiliates

Statement of Cash Receipts and Disbursements

(In thousands)

Unaudited



|                                                                |  |                                      |         |   |                                                                               |   |         |  
|--------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ----------------------------------------------------------------------------- | - | ------- | -
|                                                                |  | For the year ended December 31, 2005 |         |   | For the period fromDecember 13, 2004(Effective Date) throughDecember 31,
2004 |  
|Cash Receipts                                                   |  |                                      |         |   |                                                                               |   |         |  
|Proceeds on sale of property, net of cost of sale               |  | $                                    | 26,416  |   |                                                                               | $ | 1,804   |  
|Interest income                                                 |  |                                      | 6,875   |   |                                                                               |   | 19      |  
|Tax refunds                                                     |  |                                      | 2,492   |   |                                                                               |   |        |  
|Collections                                                     |  |                                      | 1,458   |   |                                                                               |   |        |  
|Other receipts                                                  |  |                                      | 3,224   |   |                                                                               |   | 280     |  
|                                                                |  |                                      |         |   |                                                                               |   |         |  
|Total Cash Receipts                                             |  |                                      | 40,465  |   |                                                                               |   | 2,103   |  
|                                                                |  |                                      |         |   |                                                                               |   |         |  
|Cash Disbursements                                              |  |                                      |         |   |                                                                               |   |         |  
|Trust operating expenses                                        |  |                                      | 6,882   |   |                                                                               |   | 376     |  
|Legal and professional fees                                     |  |                                      | 7,063   |   |                                                                               |   | 446     |  
|Class 1 and 2 Clams                                             |  |                                      | 14,627  |   |                                                                               |   | 36,019  |  
|Class 3 Claims                                                  |  |                                      |        |   |                                                                               |   | 323     |  
|Pension Fund Claims                                             |  |                                      | 27,807  |   |                                                                               |   |        |  
|                                                                |  |                                      |         |   |                                                                               |   |         |  
|Total Cash Disbursements                                        |  |                                      | 56,379  |   |                                                                               |   | 37,164  |  
|                                                                |  |                                      |         |   |                                                                               |   |         |  
|Decrease in Cash and Cash Equivalents Before Distributions Paid |  |                                      | (15,914 | ) |                                                                               |   | (35,061 | )
|                                                                |  |                                      |         |   |                                                                               |   |         |  
|Distributions Paid                                              |  |                                      | (22,358 | ) |                                                                               |   |        |  
|                                                                |  |                                     
|Decrease in Cash and Cash Equivalents                           |  |                                      | (38,272 | ) |                                                                               |   | (35,061 | )
|                                                                |  |                                     
|Cash and Cash Equivalents at Beginning of Period                |  |                                      | 255,338 |   |                                                                               |   | 290,399 |  
|                                                                |  |                                      |         |   |                                                                               |   |         |  
|Cash and Cash Equivalents at End of Period                      |  | $                                    | 217,066 |   |                                                                               | $ | 255,338 |  
|                                                                |  |                                      |         |   |                                                                               |   |         |  

See accompanying notes to financial statements



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##### Table of Contents

The Trust for Certain Creditors of Consolidated Freightways Corporation

and Certain Affiliates

Notes to Consolidated Financial Statements

Unaudited



|1. | Background
|-- | ----------

The Trust for Certain Creditors of
Consolidated Freightways Corporation and Certain Affiliates (the CFC Trust) was created for the benefit of certain creditors of Consolidated Freightways Corporation, Consolidated Freightways Corporation of Delaware, Redwood Systems,
Inc., CF Airfreight Corporation, Leland James Service Corporation and CF MovesU.com (collectively the Debtors). The CFC Trust was created pursuant to the Consolidated Freightways Consolidated Plan of Liquidation dated July 1,
2004, (as Amended) (the Plan) which was confirmed by the Bankruptcy Court by order entered November 22, 2004. The terms of the Plan are described in the Second Amended Disclosure Statement for Debtors Consolidated Plan of
Liquidation dated July 1, 2004 (as Amended) (the Disclosure Statement) which was filed with the Bankruptcy Court on August 24, 2004. The Disclosure Statement should be read in conjunction with these financial statements to
fully understand the factors that may affect the ultimate distributions to creditors.

On December 13, 2004 (the Effective
Date), all assets of the Debtors were transferred to the CFC Trust (the Trust Property). Pursuant to the Plan, the CFC Trust is obligated to make payments on account of debts owed by the Debtors as set forth in the Plan. The sole
purpose of the CFC Trust is to liquidate the Trust Property as promptly as reasonably possible in accordance with Treasury Regulation § 301.7701-4(d) with no objective to continue or engage in the conduct of a trade or business. The Trust
Property includes all real and personal property held by the Debtors as well as claims and causes of action, cash, deposits and preference and other receivables.

Specifically, the CFC Trust will: (a) liquidate, sell or otherwise dispose of the Trust Property; (b) cause all proceeds of the Trust Property to be deposited into the CFC Trust in accordance with the Plan
and the Liquidation Trust Agreement dated as of December 8, 2004 (The Trust Agreement); (c) control, defend, prosecute, settle, and/or pursue the resolution of litigation or all claims, rights avoidance actions, and other
causes of action included in the Trust Property in accordance with the Plan and Trust Agreement; (d) oversee and where appropriate, initiate actions to resolve any remaining issues regarding the allowance and payment of claims, including, as
necessary, initiation and/or participation in proceedings before the Bankruptcy Court; (e) make distributions of cash to the beneficiaries of the CFC Trust; and (f) take such actions that are necessary and useful to maximize the value of
the CFC Trust, including without limitation, the retention of employees.

The CFC Trust will continue in effect until the earlier of
(a) the date that all Trust Property has been liquidated, all proceeds have been converted to cash or distributed in kind, all CFC Trust expenses have been paid, all claims to be paid under the Plan have been paid, all distributions to be made
with respect to the Trust Beneficial Interests (defined below) have been made, all litigation to which the CFC Trust is a party has been concluded by an order issued by the court in which such litigation is pending and such order has become final
and the Chapter 11 cases have been closed, and (b) 5 years from the Effective Date, unless the Bankruptcy Court approves an extension of that deadline for up to an additional 5 years. If the CFC Trust remains in existence 3 years after the
Effective Date, the CFC Trust will seek no action relief from the Securities and Exchange Commission in respect of continued limited reporting in substantially the form included herein.



|2. | Significant Accounting Policies
|-- | -------------------------------

Principles of
Consolidation: The accompanying financial statements include the accounts of the CFC Trust and its wholly-owned subsidiaries, Consolidated Canada Liquidation Corporation, Consolidated Freightways Canada Corporation, CFCD 2002 LLC, CF Mexico A-LLC,
CF Mexico B-LLC and CF Grupo SA de RL. All significant intercompany transactions have been eliminated.

Basis of Presentation: The
accompanying financial statements have been prepared on the liquidation basis of accounting. The carrying value of the assets are presented at estimated net realizable value and all liabilities are presented at estimated settlement amounts,
including estimated costs associated with completing the liquidation of the Trust Property, in accordance with accounting principles generally accepted in the United States of America.

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
the Trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The actual values realized for assets and
settlement of liabilities may differ materially from the amounts estimated.



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##### Table of Contents

Cash and Cash Equivalents: The CFC Trust considers highly liquid investments that are readily convertible
into cash with original maturities of three months or less to be cash equivalents.

Reserved Cash is cash that is held by the CFC Trust to
ensure payment of (a) operating expenses of the CFC Trust and (b) estimated payments to holders of Administrative Claims, Class 1 and 2 Claims and Class 3 Claims (Convenience Class claims).

Restricted Cash includes cash held (a) pursuant to a stipulation entered into by the Debtors in November 2003 with certain multi-employer pension
plan funds (the Pension Funds), the Pension Benefit Guaranty Corporation (the PBGC) and certain other parties (the Consolidation Stipulation); The Bankruptcy Court approved the Consolidation Stipulation by an
Order entered on April 27, 2004; (b) as collateral for certain claims whose secured status is in dispute and (c) in escrow accounts.

Cash Held in Reserve for Disputed Claims reflects a 5.2% distribution reserve for currently disputed Class 4 claims.

Preference
Receivables: The Bankruptcy Code allows a trustee or debtor-in-possession to recover certain payments or transfers of property to unsecured creditors during the 90 days prior to commencement of the bankruptcy case (Preferential
Transfers) in order to redistribute such transfers more evenly among creditors. Creditors who are entitled to priority payment through bankruptcy, such as secured creditors and holders of priority claims, are protected from being subject to
preference claims. The Bankruptcy Code also provides creditors with several potential defenses to preference claims. Preference receivables are stated at estimated fair value, net of estimated recovery costs. Please refer to Note 4 for more
information on preference actions.

Other Receivables: Other receivables consists of proceeds to be received as a result of the sale of
property, collection actions and miscellaneous receivables. Other receivables are stated at estimated net realizable value. Please refer to Note 4 for more information on collection actions.

Property and Equipment: Property and equipment is stated at estimated net realizable value, less estimated costs of sale. The CFC Trust is the beneficial
owner of 2 real properties as of December 31, 2005. Those properties consist of a truck terminal located in Charlotte, NC and an administrative office building located in Menlo Park, CA. The Trust is pursuing the sale of these properties but is
unable to project when the sales may be completed or the ultimate proceeds to be received.

During 2005, the CFC Trust sold 4 truck
terminals, receiving net proceeds of approximately $9.0 million.

During the period from the Effective Date through December 31, 2004,
the CFC Trust received proceeds of approximately $1.8 million from the pre-Effective Date sale of a truck terminal. Also during the period from the Effective Date through December 31, 2004, the CFC Trust sold a truck terminal, the proceeds of
which were received in January 2005, for approximately $4.1 million, of which $3.2 million was cash and the remainder was title to a truck terminal which was sold by the Trust for approximately $900,000.

Prior to the Effective Date, the Trust sold 3 truck terminals for which escrow had not closed as of December 31, 2004. The proceeds to be received
were recorded as receivables on the CFC Trusts books as of December 31, 2004. Proceeds from these sales of $14.2 million were received in 2005.

Other Assets: Other assets consist mainly of a $2 million deposit with an insurance company as collateral for an insurance policy covering the CFC Trusts potential liability for environmental liabilities
associated with its existing real estate. Pursuant to the terms of the policy, the $2 million deposit will be refunded to the CFC Trust if no claims are made under the policy. Other assets at December 31, 2004 also included a $1.6 million
appeal bond deposit made to secure appeal rights on a pre-petition auto liability case against the Debtors. Pursuant to a stipulation agreement between the plaintiff and the CFC Trust in February 2005, the funds were returned to the CFC Trust and
the plaintiff will be entitled to a Class 4 claim in the amount of $638,000 and a Class 6 claim in the amount of $1.0 million.

Administrative, Class 1 and Class 2 Claims: Administrative, Class 1 and Class 2 Claims includes the Trusts estimate of allowed administrative, priority and secured claims. Please refer to Note 3 Classes of Claims and Payment
Rights below.

Estimated Costs of Liquidation: Under liquidation accounting, the CFC Trust is required to estimate and accrue the
costs associated with executing the plan of liquidation. These amounts can vary significantly due to, among other things, the costs of retaining personnel to oversee the liquidation, professional fees, costs of insurance, the timing and amounts
associated with discharging known and contingent liabilities and the costs associated with cessation of the



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CFC Trusts operations. These costs are estimates and are expected to be paid out over the
liquidation period. As of the

December 31, 2005, the Reserve for Estimated Costs of Liquidation was $24.4 million. During the period
from the January 1, 2005 through December 31, 2005, the CFC Trust made net payments against the reserve totaling $9.8 million.

Pension Fund and PBGC Liabilities: The Pension Fund Liabilities are obligations of the Trust to pay to the Pension Funds and the PBGC a portion of the net proceeds from the liquidation of the assets of CFCD 2002 LLC, CFCD 2002 Member LLC,
CFCD 2002A LLC and CFCD 2002A Member LLC, which are affiliates of the Debtors (collectively, the LLC Affiliates) and the sale of the assets of certain affiliates of the Debtors in Canada (the Canada Assets). Pursuant to the
Consolidation Stipulation, the Debtors agreed to share the net proceeds of the LLC Affiliates and the Canada Assets on the terms set forth in the Consolidation Stipulation. During 2005, the CFC Trust made payments to the Funds and the PBGC totaling
$27.8 million. Of the $27.8 million, $22.8 million was from sale of Canadian assets and $5.0 million was from sale of real estate assets. Also during 2005, the Trust increased its estimated liability to the Funds by $5.0 million based upon higher
proceeds from sales of real estate assets. As of December 31, 2005, the liability to the Funds was $11.9 million in the Consolidated Statements of Net Assets in Liquidation.

Consolidation Stipulation: In March 2003, the Debtors filed a motion (the Consolidation Motion) in the Bankruptcy Court seeking to
substantively consolidate with the Debtors the chapter 11 estates of four affiliates who were also the subject of chapter 11 cases at that time: CFCD 2002 LLC, CFCD 2002 Member LLC, CFCD 2002A LLC and CFCD 2002A Member LLC (collectively, the
LLC Affiliates). The Consolidation Motion was opposed by sixteen multi-employer pension plan funds which asserted withdrawal liability claims against the Debtors and the LLC Affiliates (the Pension Funds) and the PBGC
(together with the Pension Funds, the LLC Creditors). Subsequently in November 2003, the Debtors entered into a stipulation with the LLC Creditors and certain other parties to settle the issues relating to the Consolidation Motion (the
Consolidation Stipulation). Pursuant to the Consolidation Stipulation, (i) the Debtors agreed to withdraw the Consolidation Motion and not seek to consolidate the estates of the LLC Affiliates with the Debtors, (ii) the Debtors
and the LLC Creditors agreed to share the net proceeds from the liquidation of the assets of the LLC Affiliates and the sale of the assets of certain affiliates of the Debtors in Canada (the Canada Assets) on the terms set forth in the
Consolidation Stipulation, including, among other consideration, that (a) the Debtors would receive seventy-three percent (73%) of the net proceeds (as calculated pursuant to the Consolidation Stipulation) from sales of the LLC
Affiliates real estate assets and twenty percent (20%) of the net proceeds (as calculated pursuant to the Consolidation Stipulation) from the sale of the Canada Assets, (b) the LLC Creditors would receive twenty-seven percent
(27%) of the net proceeds from sales of the LLC Affiliates real estate assets and eighty percent (80%) of the net proceeds from the sale of the Canada Assets, and (iii) the LLC Affiliates chapter 11 cases would be
dismissed. The Court approved the Consolidation Stipulation at a hearing on February 25, 2004 and entered its Order on April 27, 2004.

Income Taxes: For financial reporting and income tax purposes, based on the criteria outlined in Revenue Procedure 94-45 re a qualified liquidating trust in a Chapter 11 bankruptcy, the CFC Trust is treated as a grantor trust, with the
holders of beneficial interests as the grantors. Each beneficiary is treated as owning a pro rata share of the undivided assets of the trust. Accordingly, their respective shares of the income, gains, losses, deductions and credits of the CFC Trust
are passed through to the holders of beneficial interests and recognized by such holders.

As a grantor trust, the CFC Trust is not subject
to income taxes on the income earned or gain realized on the disposition of the CFC Trust assets. It will, however, pay the federal, state, and local income taxes on the taxable income and gain allocated to the Reserve for Disputed Claims (as
defined in the Plan) on behalf of the holders of such claims. Consequently, when disputed claims are ultimately resolved, holders of such claims which are ultimately allowed, under the terms of the Bankruptcy Code, will receive distributions from
the CFC Trust, net of taxes that were previously paid on their behalf.

As a qualified liquidation trust, the CFC Trust does not recognize
taxable income (loss) or gain (loss) on its own behalf. Instead, such tax attributes realized from the CFC Trust assets are passed through to the current beneficiaries and the Reserve for Disputed Claims. Therefore, no related tax provision for
income taxes or accrual of deferred taxes for post-Effective Date activity has been recorded in the CFC Trusts financial statements.



|3. | Classes of Claims and Payment Rights
|-- | ------------------------------------

Pursuant to the
Plan, the claims against the Debtors and interests in the Debtors were placed into the following classes:

Administrative Claims:
Administrative Claims are claims filed against the Debtors for goods or services provided to the Debtor during the Chapter 11 cases. Allowed administrative claims will be paid in full.



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##### Table of Contents

Class 1 and 2 claims are the Secured and Priority Non-Tax Claims against the Debtors which arose prior to
the commencement of the Chapter 11 cases. The Class 1 and 2 claims will be paid out at 100% of their allowed amounts. Claims in this category are either secured or among the specific liabilities granted priority treatment under the Bankruptcy Code,
including certain tax claims and employee wages claims up to $4,650. The holders of Class 1 and 2 claims are creditors of the CFC Trust and will have no ownership interest in the CFC Trust.

Class 3 Claims (Convenience Class claims) consist of all general unsecured pre-petition claims that are allowed in an amount equal to or less than $100.00
and all unsecured claims that are allowed in an amount greater than $100.00 but which the holders elect to reduce to $100.00. These claims will be paid in full up to a maximum of $100.00.

Class 4 claims consist of all general unsecured pre-petition claims other than Convenience Class claims and claims in Class 5 Subordinated Pension Fund
Claims or Class 6 Subordinated Claims. Holders of allowed Class 4 claims will not be paid in full for amounts owed to them as of the Bankruptcy filing. Pursuant to the Plan, with certain exceptions, each holder of an allowed Class 4 claim will
receive a beneficial interest in the CFC Trust (the Trust Beneficial Interests or Trust Interests) which entitle the holder to distributions of funds from the liquidation of the Trust Property. The holders of Trust Interests
are referred to herein as the Trust Beneficiaries. Holders of allowed Class 4 Claims are deemed to hold a pro rata Beneficial Interest in the CFC Trust equal to the amount of the allowed Class 4 claim held by the holder as compared to
the total amount of all Claims ultimately allowed in Class 4. Each holder will share pro-rata in all distributions made to Trust Beneficiaries pursuant to provisions of the Plan. Pro Rata means proportionately so that, with respect to any Class, the
ratio of (a) the amount of consideration distributed on account of a particular Allowed Claim to (b) the amount of Allowed Claim, is the same as the ratio of (x) the amount of consideration distributed on account of all Allowed Claims
in the Class in which the particular Allowed Claim is included to (y) the aggregate amount of all Allowed Claims of that Class. Holders of Disputed Class 4 Claims receive Trust Beneficial Interests upon resolution of the disputed claim and to
the extent such claim becomes allowed. The Trust Beneficial Interests represent equity interests in the CFC Trust. The Beneficial Interests do not entitle the holder to any title in or to any of the assets of the CFC Trust and do not represent
obligations of the CFC Trust to pay a certain amount. Therefore, the value of the Beneficial Interests is speculative and subject to change based upon the net cash ultimately realized by the CFC Trust. The Beneficial Interests shall be noted on the
books and records of the CFC Trust, shall not be evidenced by a writing and may not be transferred or sold, assigned, hypothecated or pledged, except that they may be assigned or transferred by will, intestate succession, or operation of law.

Class 5 and 6 claims consist of Subordinated Pension Fund Claims and Subordinated Claims. Holders of Class 5 claims will not receive any
distribution until holders of Class 4 claims are paid in full. Holders of Class 6 claims will not receive any distribution until holders of Class 5 claims are paid in full.

Claims in Classes 7 through 16 include certain debts owed by the Debtors to affiliated entities and all equity interests. All of the debts and equity
interests in these classes were cancelled pursuant to the Plan and no distributions will be made on account of these debts and equity interests.

The Debtors scheduled approximately $1.2 billion of valid pre-petition general unsecured claims with the Bankruptcy Court as of the commencement of the Chapter 11 cases in September 2002 including amounts for certain pension funds and the
PBGC. All but approximately $30.0 million of the filed schedules were matched against subsequently filed claims or subordinated per the Plan. As of the December 31, 2005, 21,500 claims had been filed by creditors asserting $9.2 billion of
pre-petition general unsecured claims. Upon allowance, including the resolution of any objections asserted to any of these claims, each allowed claim will constitute an allowed Class 4 claim under the Plan and the holder will be a Trust
Beneficiary to the extent of the allowed claim. Through December 31, 2005, approximately 1,400 claims asserting $7.9 billion have been disallowed for cause, found to be duplicative or otherwise disallowed. As of the present, there remain
approximately 15,500 claims asserting $0.9 billion of pre-petition value to be resolved. The Trust estimates that a majority of these claims will be objected to, in whole or in part and that approximately $0.7 billion to $1.2 billion of Class 4
claims will ultimately be allowed in the aggregate, although no assurances can be made.

During the period January 1, 2005 through
December 31, 2005, the Trust made approximately $64.8 million of distributions, which were comprised of the following: $27.8 million to certain pension funds and the PBGC pursuant to the Consolidation Stipulation (discussed in Note 2
Significant Accounting Policies above) ($22.8 million from proceeds on sale of Canadian assets and $5.0 million from sale of real estate); $20.9 million on allowed Unsecured Claims (Class 4 claims) to Trust Beneficial Interest holders;
$14.6 million on allowed Administrative, Secured and Priority claims (Class 1 and 2 claims), including $10.2 million of priority tax payments, a $2.9 million draw made against a cash collateralized letter of credit by Reliance Insurance Company (in
Liquidation) (Reliance), the holder of a Class 1 claim, administrative and reclamation payments of $1.0 million and priority wage payments of $0.5 million; and $1.5 million on Unsecured Claims covered by the ACC settlement (discussed
below).



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##### Table of Contents

The $20.9 million distribution made to Trust Beneficial Interest holders in 2005 represented a 5.2%
distribution on allowed non-employee Class 4 claims of approximately $400 million. Further distributions on claims will be made once certain priority and unsecured issues related to employee claims, which represent a significant number of the
unresolved claims, are resolved. A reserve of 5.2% on disputed Class 4 claims is included in Cash Held in Reserve for Disputed Clams on the Statement of Net Assets in Liquidation.

ACC: In 2004, the Bankruptcy Court approved a settlement between certain of the Debtors and American Casualty Company of Reading, Pennsylvania
(ACC) concerning certain pre-petition surety bonds issued by ACC on the Debtors behalf. The bonds indemnify certain claimants, up to the dollar amounts in the bond (not to exceed $5,000), whose non-contract claim
consists of, or includes, shortage and/or damage claims to the value of their lost, shorted, and/or damaged cargo as provided in the pricing and agreements from which the shipment was routed. Under the settlement, the Debtors received a payment of
$4.0 million from ACC which included reimbursement of non-contract claims totaling approximately $2.7 million with the remainder as reimbursement for the cost of administering the non-contract claims as well as indemnifying ACC should an action on a
non-contract claim be filed directly against ACC. During 2005, the Debtors made payments to holders of allowed claims covered by the settlement of approximately $1.5 million.

During the period December 13, 2004 (the Effective Date) through December 31, 2004, the CFC Trust made payments of approximately $35.0 million
to approximately 18,100 holders of allowed priority wage claims (Class 2 claims). Additionally, the CFC Trust made payments of approximately $323,000 on approximately 4,700 Convenience Class Claims (Class 3 claims). Some of the holders of these
priority wage claims may also hold pre-petition General Unsecured Claims under Class 4 and therefore may also be Trust Beneficiaries. However, the payment on account of each Convenience Class Claim was in final satisfaction of any rights
on the holder of that claim unless that holder has other allowed claims. The CFC Trust did not make any distributions to holders of Trust Beneficial Interests during the period December 13, 2004 through December 31, 2004. Also during the
period from the Effective Date through December 31, 2004, the holder of a secured claim (Class 1 claim) made an approximately $1.0 million draw against a cash collateralized letter of credit.



|4. | Litigation
|-- | ----------

As of the Effective Date, the Debtors were
pursuing collection claims and legal actions against approximately 100 parties. Such claims include both pre-petition and post-petition claims, collection agency claims filed in state courts, claims filed in the Bankruptcy Court, judgments, and some
claims that had not yet been filed in any court (collectively, Collection Actions). The Trust has succeeded to the interests of the Debtors in the Collection Actions. Pursuant to the Collection Actions, the Trust was seeking to recover
$0.7 million in the aggregate from the defendants/debtors. During the period December 13, 2004 to December 31, 2004, approximately $77,000 was recovered on account of the Collection Actions. During the period January 1, 2005 through
December 31, 2005, approximately $0.5 million was recovered.

The Bankruptcy Code allows a trustee or debtor-in-possession to recover
certain payments or transfers of property to unsecured creditors during the 90 days prior to commencement of the bankruptcy case (Preferential Transfers) in order to redistribute such transfers more evenly among creditors. Creditors who
are entitled to priority payment through bankruptcy, such as secured creditors and holders of priority claims, are protected from being subject to preference claims. The Bankruptcy Code also provides creditors with several potential defenses to
preference claims.

As of January 1, 2005, there were approximately 200 lawsuits and judgments pending which were commenced by the
Debtors prior to the Effective Date to recover preferential transfers (the Preference Actions). The Trust succeeded to the interests of the Debtors in the Preference Actions. Pursuant to the Preference Actions, the Trust was seeking to
recover $2.5 million in the aggregate, net of recovery costs, from the defendants as of the Effective Date. During the period January 1, 2005 to December 31, 2005, more than 100 Preference Actions were settled or resolved, resulting in
recoveries of approximately $0.4 million, which was received by the Trust in 2005. Also in 2005, the Trust decreased its estimated preference collections by approximately $1.8 million due to anticipated claim waivers and estimated lower cash
collections.

On February 7, 2003, Norfolk Southern Railway Company (Norfolk) filed a complaint against certain of the
Debtors seeking an order from the Bankruptcy Court declaring and establishing a trust over approximately $2 million of payments made by transportation customers to the Debtors for transportation services provided by Norfolk. On May 22, 2003,
the Bankruptcy Court granted the Debtors motion to dismiss in part, without leave to amend. In July 2003, Norfolk appealed the



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order of the Bankruptcy Court to the District Court. In March 2004, the District Court affirmed the
Courts Order dismissing the Norfolk complaint. Norfolk has appealed the District Courts decision to the United States Court of Appeals for the Ninth Circuit (the Ninth Circuit). In December 2005 oral arguments on the appeal
by Norfolk were heard by the Ninth Circuit. The Courts decision is pending.

On February 26, 2003, Burlington
Northern & Santa Fe Railway Company (BNSF) filed a complaint against one of the Debtors and GE Capital seeking an order from the Bankruptcy Court declaring and establishing a constructive trust over certain payments made by
customers to the Debtors for transportation services provided by BNSF. On June 19, 2003, the Court granted the Debtors motion to dismiss in part, without leave to amend. Thereafter, BNSF amended its complaint to allege the existence of a
resulting trust under federal common law and Kansas State law. Following the filing of the amended complaint, the Debtors negotiated, and the Bankruptcy Court approved, a partial settlement of the action under which an escrow arrangement has been
established, which permitted GE Capital to be dismissed from this action. Under the partial settlement, GE Capital deposited approximately $6.4 million of the Debtors cash collateral into a segregated account, and the Debtors deposited an
additional approximately $1.2 million into the segregated account. The parties settled this matter in 2005. BNSF was allowed an administrative expense claim in the amount of $425,000 and an unsecured claim in the amount of $5.5 million. In return,
BNSF released any claims to the $7.6 million in the segregated account. BNSF was paid $425,000 on account of its administrative claim in October 2005.

Ms. Koscki (Koscki) filed a claim against the Debtors based upon alleged federal civil rights violations, violations of the California Labor Code, hostile environment, and other theories, asserting a
pre-petition claim in the amount of not less than $240 million (the Koscki Claim). Koscki also commenced an adversary proceeding relating to the foregoing in the Bankruptcy Court in or about July 2004 (the Koscki Action),
seeking judgment in her favor on the Koscki Claim. On a motion by the Debtors, the Koscki Action was removed to the District Court. During February 2005, the District Court dismissed the Koscki Action with prejudice, except the right of Koscki to
pursue any administrative proceedings before the National Labor Relations Board with respect to Kosckis charge of sexual discrimination. Koscki has appeal the dismissal and the Trust has moved to dismiss Kosckis appeal. Such motion is
currently pending. During July 2005, the Bankruptcy court set a maximum value of $5.7 million on the Koscki claim for purposes of estimation.

On March 3, 2005, the Trust commenced a lawsuit in the Bankruptcy Court against ABF Freight Systems, Inc. and Transport Realty, Inc. (the ABF Action and the ABF Defendants) with respect to a parcel of real
property located in Dearborn, Michigan (the Dearborn Property). One of the Debtors purchased the Dearborn Property from the ABF Defendants in 1996. Pursuant to the agreement for the purchase of the Dearborn Property, the ABF Defendants
were to take certain remedial action with respect to contamination on the Dearborn Property. The ABF Action sought declaratory relief that the ABF Defendants were required to remediate the Dearborn Property and to pay the costs of such remediation,
as well as other relief. The lawsuit was settled in November 2005, with ABF making a payment to the Trust of $335,000.



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INDEX TO EXHIBITS



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.1            |  | Second Amended Disclosure Statement for Consolidated Plan of Liquidation under Chapter 11 of the United States Bankruptcy Code, dated July 1, 2004, including as its Exhibit A, the
Consolidated Plan of Liquidation. (Filed as exhibit 2.1 to the Trusts Form 10-K for the period December 13, 2004 (the Effective Date) through December 31, 2004.                                                                                
|               | 
|4.1            |  | Liquidation Trust Agreement, dated as of December 8, 2004, by and among Consolidated Freightways Corporation of Delaware, et al, the Official Committee of Creditors Holding Unsecured Claims,
the Oversight Committee, K. Morgan Enterprises, Inc., as the Liquidation Trustee, and Kerry K. Morgan. (Filed as exhibit 4.1 to the Trusts Form 10-K for the period December 13, 2004 (the Effective Date) through December 31,
2004.
|               | 
|4.2            |  | First Amendment to Liquidation Trust Agreement dated November 1, 2005.                                                                                                                                                                                                                                                                                                                                                               
|               | 
|31.1           |  | Certification of Liquidation Trustee                                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|99.1           |  | Order Confirming Consolidated Plan of Liquidation. (Filed as exhibit 99.1 to the Trusts Form 10-K for the period December 13, 2004 (the Effective Date) through December 31,
2004.                                                                                                                                                                                                                                                  



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