11-K 1 0001.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR ___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A COMMISSION FILE NUMBER 1-5046 CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN CNF TRANSPORTATION INC. Incorporated in the State of Delaware I.R.S. Employer Identification No. 94-1444798 3240 Hillview Avenue, Palo Alto, California 94304 Telephone Number (650) 494-2900 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons administering the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CNF Transportation Inc. Thrift and Stock Plan June 28, 2000 /s/ Eberhard G.H. Schmoller --------------------------- Eberhard G.H. Schmoller Senior Vice President and General Counsel CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN FINANCIAL STATEMENTS AND SCHEDULE AS OF DECEMBER 31, 1999 AND 1998 TOGETHER WITH AUDITORS' REPORT REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Compensation Committee of the CNF Transportation Inc. Board of Directors: We have audited the accompanying statements of net assets available for plan benefits of the CNF Transportation Inc. Thrift and Stock Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1999. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial status of the Plan as of December 31, 1999 and 1998, and the changes in its financial status for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Portland, Oregon, June 21, 2000 CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN DECEMBER 31, 1999 AND 1998 INDEX TO FINANCIAL STATEMENTS AND SCHEDULE ------------------------------------------ FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits - December 31, 1999 1 Statement of Net Assets Available for Plan Benefits - December 31, 1998 2 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1999 3 NOTES TO FINANCIAL STATEMENTS AND SCHEDULE 4 SUPPLEMENTAL SCHEDULE: Schedule I: Part IV, Line 4i - Schedule of Assets Held for Investment Purposes as of December 31, 1999 10 Page 1
CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1999 Participant Directed Non-Participant Directed ------------- ----------------------------------------------- Restricted CNF Preferred CNF Preferred CNF Common Stock Fund - Stock Fund - Stock Fund Allocated Unallocated Total ------------- ------------- ------------- ------------- ASSETS: Investments, at fair value- Shares in registered investment companies $ 429,695,565 $ - $ - $ - $ 429,695,565 Common trust funds 127,320,519 - - - 127,320,519 Participant loans 40,800,237 - - - 40,800,237 CNF equity 29,884,309 41,603,943 55,424,287 129,465,311 256,377,850 ------------- ------------- ------------- ------------- ------------- Total investments 627,700,630 41,603,943 55,424,287 129,465,311 854,194,171 Contributions receivable- Participants 2,212,795 - - - 2,212,795 Company - 2,569,136 - - 2,569,136 ------------- ------------- ------------- ------------- ------------- Total contributions receivable 2,212,795 2,569,136 - - 4,781,931 Due from CNF Preferred Stock Fund - Unallocated - - 2,367,434 - 2,367,434 Dividend receivable - - - 5,469,619 5,469,619 Cash - - - 45,027 45,027 ------------- ------------- ------------- ------------- ------------- Total assets 629,913,425 44,173,079 57,791,721 134,979,957 866,858,182 ------------- ------------- ------------- ------------- ------------- LIABILITIES: Notes payable (Note 4) - - - (134,400,000) (134,400,000) Accrued interest payable - - - (4,820,150) (4,820,150) Due to CNF Preferred Stock Fund - Allocated - - - (2,367,434) (2,367,434) ------------- ------------- ------------- ------------- ------------- Total liabilities - - - (141,587,584) (141,587,584) ------------- ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 629,913,425 $ 44,173,079 $ 57,791,721 $ (6,607,627) $ 725,270,598 ============= ============= ============= ============= =============
The accompanying notes are an integral part of this statement. Page 2
CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 Participant Directed Non-Participant Directed ------------- ----------------------------------------------- Restricted CNF Preferred CNF Preferred CNF Common Stock Fund - Stock Fund - Stock Fund Allocated Unallocated Total ------------- ------------- ------------- ------------- ASSETS: Investments, at fair value- Shares in registered investment companies $ 301,267,055 $ - $ - $ - $ 301,267,055 Common trust funds 98,317,398 - - - 98,317,398 Participant loans 32,364,013 - - - 32,364,013 CNF equity 25,106,804 39,382,711 57,656,740 166,995,559 289,141,814 CFC equity (Note 3) 6,150,265 - - - 6,150,265 ------------- ------------- ------------- ------------- ------------- Total investments 463,205,535 39,382,711 57,656,740 166,995,559 727,240,545 Contributions receivable- Participants 1,857,715 - - - 1,857,715 Company - 1,714,935 - 861,036 2,575,971 ------------- ------------- ------------- ------------- ------------- Total contributions receivable 1,857,715 1,714,935 - 861,036 4,433,686 Due from CNF Preferred Stock Fund - Unallocated - - 2,588,707 - 2,588,707 Dividend receivable - - - 5,556,021 5,556,021 Cash - - - 165,060 165,060 ------------- ------------- ------------- ------------- ------------- Total assets 465,063,250 41,097,646 60,245,447 173,577,676 739,984,019 ------------- ------------- ------------- ------------- ------------- LIABILITIES: Notes payable (Note 4) - - - (139,600,000) (139,600,000) Accrued interest payable - - - (6,006,587) (6,006,587) Due to CNF Preferred Stock Fund - Allocated - - - (2,588,707) (2,588,707) ------------- ------------- ------------- ------------- ------------- Total liabilities - - - (148,195,294) (148,195,294) ------------- ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 465,063,250 $ 41,097,646 $ 60,245,447 $ 25,382,382 $ 591,788,725 ============= ============= ============= ============= =============
The accompanying notes are an integral part of this statement. Page 3
CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 Participant Directed Non-Participant Directed ------------- ----------------------------------------------- Restricted CNF Preferred CNF Preferred CNF Common Stock Fund - Stock Fund - Stock Fund Allocated Unallocated Total ------------- ------------- ------------- ------------- ADDITIONS: Participant contributions $ 60,440,719 $ - $ - $ - $ 60,440,719 Company contributions - 9,895,961 - 5,200,000 15,095,961 Rollover contributions 5,371,066 - - - 5,371,066 Allocation of preferred shares to participants - - 6,847,701 - 6,847,701 Dividend and interest income 5,931,209 452,282 - 10,991,963 17,375,454 Net appreciation (depreciation) in fair value of investments (Note 3) 122,288,077 (4,303,449) (6,600,592) (30,507,534) 80,876,502 ------------- ------------- ------------- ------------- ------------- Total additions 194,031,071 6,044,794 247,109 (14,315,571) 186,007,403 DEDUCTIONS: Distributions to participants (30,645,683) (4,205,409) - - (34,851,092) Allocation of preferred shares to participants - - - (6,847,701) (6,847,701) Interest expense - - - (10,826,737) (10,826,737) ------------- ------------- ------------- ------------- ------------- Total deductions (30,645,683) (4,205,409) - (17,674,438) (52,525,530) INTERFUND TRANSFERS, net 1,464,787 1,236,048 (2,700,835) - - ------------- ------------- ------------- ------------- ------------- Net increase (decrease) 164,850,175 3,075,433 (2,453,726) (31,990,009) 133,481,873 ------------- ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1998 465,063,250 41,097,646 60,245,447 25,382,382 591,788,725 ------------- ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1999 $ 629,913,425 $ 44,173,079 $ 57,791,721 $ (6,607,627) $ 725,270,598 ============= ============= ============= ============= =============
The accompanying notes are an integral part of this statement. Page 4 CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULE 1. Description of Plan ----------------------- The following description of the CNF Transportation Inc. Thrift and Stock Plan (the Plan) is provided for general information purposes only. Participants should refer to the Employee Benefits Handbook for more complete information. General: The Plan, which is administered by CNF Transportation Inc. (the Company or CNF), consists of a profit-sharing portion and a stock bonus portion thereby offering eligible employees the opportunity to save for their retirement and to increase their proprietary interest in the Company by accumulating Company stock. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Internal Revenue Code (the Code), with a salary deferral feature qualified under Section 401(k) of the Code and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan also operates, in relevant part, as a leveraged employee stock ownership plan (ESOP), and is designed to comply with Section 4975(e)(7) of the Code. Overall responsibility for administering the Plan rests with the CNF Transportation Inc. Benefits Administrative Committee (the Committee), which is appointed by the Chief Executive Officer of the Company. The Committee reports directly to the Compensation Committee of the Company's Board of Directors. The Plan's trustee, T. Rowe Price (the Trustee), is responsible for the management and control of the Plan's assets. Eligibility: An employee is eligible to participate in the Plan if the employee is not covered by a collective bargaining agreement, is not a leased employee or is not a nonresident alien. There are no age or service requirements for eligibility except that a supplemental employee must perform 1 year of service before entering the Plan. Contributions: Participants may contribute up to 15% of their compensation, as defined by the Plan and subject to certain limitations. The Company makes matching contributions equal to 50% of participants' contributions, but not exceeding 1.5% of their compensation, as defined. Company contributions are in the form of allocations of the Company's Series B Cumulative Convertible Preferred Stock (Preferred Stock) and CNF Transportation Inc. Common Stock (Common Stock) or in the form of cash. Cash dividends on Preferred Stock are used for debt service on the notes payable (see Note 4). Participants are allocated additional Preferred Stock as a substitute for the cash dividends used for debt service. If annual debt service requirements exceed annual Preferred Stock cash dividends received by the Plan, the Company will make additional cash contributions to the Preferred Stock Fund - Unallocated. If annual debt service requirements are less than annual Preferred Stock cash dividends received by the Plan, the excess cash dividends are used by the Company to purchase Common Stock for matching contributions. Page 5 For the year ended December 31, 1999, the Company's contributions to the Plan consisted of the following: Matching Contributions: Preferred Stock $3,699,846 Common Stock 9,895,961 ---------- 13,595,807 Other Contributions: Principal payments on notes 5,200,000 The matching contribution of Preferred Stock is included in the allocation of preferred shares to participants of $6,847,701 shown in the Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1999. Participant Accounts: The Plan allows participants to select the type of investment fund in which their contributions can be invested. The Company's matching contributions cannot be directed by the participant and are deposited into the Preferred Stock Fund - Allocated and Restricted CNF Common Stock Fund. Upon reaching age 55 and having completed at least 10 years of participation in the Plan, participants may elect once each year to transfer up to 100% of their assets from the Restricted CNF Common Stock Fund and Preferred Stock Fund - Allocated to investment options other than Company stock. Allocations of the Company's matching contributions are based upon a percentage of participant contributions as described above. Allocations of net Plan earnings are based upon participants' account balances, as defined. The benefits to which participants are entitled are the benefits that can be provided from participants' vested accounts. Vesting: Participants' contributions plus earnings thereon are immediately vested. The Company's matching contributions are fully vested at the end of the quarter in which two years of service with the Company have been completed. If the employee is terminated prior to two years of service with the Company, the matching contributions are forfeited. Forfeited shares of common and preferred stock are used to offset future Company contributions. For the year ended December 31, 1999, $39,018 of Preferred Stock and $98,373 of Common Stock were forfeited and used to offset the Company's matching contributions. Participant Loans: The Plan has a loan provision allowing participants access to funds on a tax-free basis. Loans are allowed to the extent of employee contributions and can generally be no less than $1,000 and cannot exceed the lesser of $50,000 or 45% of a participant's vested account balance. Loans can be made for a term not to exceed 4-1/2 years and bear interest at a rate determined by the loan committee (prime rate plus 1% for 1999 and 1998). Loans outstanding at December 31, 1999 bear interest at rates ranging from 8.75% to 10%. Principal and interest are paid ratably through payroll deductions. Payments and Benefits: Participants can receive a total distribution from their account upon death or termination of employment. Disabled participants can receive a distribution of their account upon attaining an early retirement age of 55. Other types of withdrawals are permitted by the Plan in limited situations. Participants can elect to have their account distributed in a single lump sum or in a series of substantially equal annual installments, as defined by the Plan. Distributions will be made in cash except that (1) participants' accounts invested in Common Stock can, at the direction of the participant, be paid in shares and (2) participants' allocation of Preferred Stock will be converted into shares of Common Stock and can, at the direction of the participant, be paid in shares or in cash. Plan Termination: Although the Company has no intention of terminating the Plan, it may do so at any time by resolution of the Board of Directors. In the event that the Plan is terminated, the net assets of the Plan shall be distributed to participants in the amount credited to their accounts. Page 6 2. Summary of Significant Accounting Policies ---------------------------------------------- Basis of Accounting: The accompanying financial statements have been prepared using the accrual method of accounting. Financial Instruments: The investments in the accompanying financial statements are stated at quoted market prices which approximate fair value as of December 31, 1999 and 1998 except for (1) participant loans outstanding that are valued at cost, which approximates fair value and (2) Preferred Stock, which does not have a quoted market value, and is stated at fair value as determined by an annual independent appraisal. The notes payable in the accompanying financial statements are stated at their carrying value. The fair value of the notes payable as of December 31, 1999 and 1998 was approximately $124,000,000 and $154,000,000, respectively. Fair value is calculated based on the expected future payments discounted at market rates. Income Recognition: The difference in market value from one period to the next is included in net appreciation/depreciation in fair value of investments in the accompanying Statement of Changes in Net Assets Available for Plan Benefits. The net appreciation/depreciation in fair value of investments also includes realized gains and losses. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Purchases and sales of securities are recorded on the trade-date basis. Operating Expenses: During 1999, the Company paid all administrative expenses of the Plan. Payment of Benefits: Benefits paid to participants are recorded upon distribution. Estimates: Management makes estimates and assumptions when preparing the financial statements in conformity with accounting principles generally accepted in the United States. These estimates and assumptions affect the amounts reported in the accompanying financial statements and notes thereto. Actual results could differ from those estimates. Participant Directed Investments: The Accounting Standards Executive Committee issued Statement of Position (SOP) 99-3 "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters," which eliminates the requirement for a defined contribution plan to disclose participant directed investment programs. The SOP was adopted for the 1999 financial statements and as such, the 1998 financial statements have been reclassified to eliminate the participant directed fund investment program disclosure. Page 7 3. Investments --------------- The following presents investments that represent 5 percent or more of the Plan's net assets as of December 31, 1999 and 1998. December 31, 1999 1998 ------------ ------------ Participant Directed Investments: Shares in Registered Investment Companies: T. Rowe Price Growth Stock Fund, 4,013,035 and 3,368,637 shares, respectively $133,513,664 $108,032,205 T. Rowe Price Equity Income Fund, 3,133,119 and 3,032,465 shares, respectively 77,732,685 79,814,490 T. Rowe Price Science and Technology Fund, 2,675,162 and 1,918,375 shares, respectively 170,434,552 72,265,169 Common Trust Funds: T. Rowe Price U.S. Treasury Money Market Trust, 57,560,597 and 48,791,435 shares, respectively 57,560,597 48,791,435 Participant loans 40,800,237 32,364,013 Unrestricted CNF Common Stock, 866,212 and 668,401 shares, respectively 29,884,309 25,106,804 Non-Participant Directed Investments: Restricted CNF Common Stock, 1,205,911 and 1,048,458 shares, respectively 41,603,943 39,382,711 CNF Preferred Stock - Allocated, 251,929 and 219,227 shares, respectively 55,424,287 57,656,740 CNF Preferred Stock - Unallocated, 588,478 and 634,964 shares, respectively 129,465,311 166,995,559 During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: Shares in registered investment companies $115,091,730 Common trust funds 9,183,087 Common stock (6,290,189) Preferred stock (37,108,126) ------------- $ 80,876,502 ============= In May 1989, the Plan purchased 986,259 shares of the Company's Series B Cumulative Convertible Preferred Stock (Preferred Stock) for $150,009,863 using proceeds from the issuance of notes (see Note 4). The Preferred Stock can only be issued to the Plan Trustee. The shares are held by the Trustee and allocated to participant accounts. Upon allocation, the shares are first used to pay the Preferred Stock cash dividend on shares previously allocated to the participants with the remainder used to satisfy a portion of the Company's matching contribution requirement. In connection with a participant's termination from the Plan, the Preferred Stock is automatically converted into Common Stock at a rate generally equal to that number of shares of Common Stock that could be purchased for $152.10, but not less than the minimum conversion rate of 4.708 shares of Common Stock for each share of Preferred Stock. At December 31, 1999 and 1998, 267,494 and 236,247 shares of Preferred Stock, respectively, had been allocated and 572,913 and 617,944 shares, respectively, were unallocated and were pledged as collateral against the Plan Notes, as defined below. Preferred Stock of 15,565 and 17,020 shares Page 8 were allocated to participant accounts after December 31, 1999 and 1998, respectively, but related to participant activity for the years ended December 31, 1999 and 1998, respectively. Accordingly, this Preferred Stock is accrued as due from (due to) the Preferred Stock Fund - Unallocated (Preferred Stock Fund - Allocated) to reflect the accrued allocation between funds. The historical cost of all shares of Preferred Stock allocated in the year ended December 31, 1999 was $6,847,701. Prior to 1999, the Plan included the Consolidated Freightways, Inc. (CFC) Common Stock Fund. This fund was initially established to receive CFC stock, for participants employed by CNF, which was issued in connection with the spin-off of CFC by CNF on December 2, 1996. Participants had until December 2, 1999 to direct balances out of this fund into an alternative participant-directed investment. 4. Notes Payable ----------------- On July 18, 1989, the Plan completed the sale of $150,000,000 in aggregate principal amount of notes (the Plan Notes) to a group of institutional investors. The original Plan Notes, which are guaranteed by the Company, consisted of $88,000,000 of Series A and $62,000,000 of Series B Notes. The proceeds from the sale of the Plan Notes were used to repay the $150,000,000 bridge loan from the Company to the Plan. The bridge loan had earlier been made to finance the purchase of the Preferred Stock. On July 1, 1999, the Company refinanced $45,250,000 of Series A and $27,150,000 of Series A restructured notes. These notes, with respective interest rates of 8.42% and 9.04% were replaced with $72,400,000 of new notes with a rate of 6.0% and a maturity date of January 1, 2006. These refinanced notes contain financial covenants that require the Company to maintain minimum amounts of net worth and fixed charge coverage. The remaining $62,000,000 of Series B TASP notes outstanding at December 31, 1999 are subject to redemption at the option of the holders should a designated event occur or ratings by both Moody's and Standard & Poors of senior unsecured indebtedness decline below investment grade. The Series B Plan Notes bear interest at 8.5% per annum and are repayable in variable annual installments from January 1, 2007 to January 1, 2009. The interest expense on all Plan Notes is payable semiannually on January 1 and July 1 and is subject to adjustment in certain circumstances including some changes in applicable tax laws. For the years ended December 31, 1999 and 1998, principal payments were $5,200,000 and $4,200,000, respectively. Future maturities of the notes payable to be paid from preferred cash dividends and/or additional cash contributions from the Company are as follows: Series A Series B Total ----------- ----------- ------------ 2000 $ 6,400,000 $ - $ 6,400,000 2001 7,500,000 - 7,500,000 2002 8,700,000 - 8,700,000 2003 10,100,000 - 10,100,000 2004 12,000,000 - 12,000,000 Thereafter 27,700,000 62,000,000 89,700,000 ----------- ----------- ------------ $72,400,000 $62,000,000 $134,400,000 =========== =========== ============ Page 9 5. Income Tax Status --------------------- The Internal Revenue Service has determined and informed the Company by a letter dated January 14, 1998 that the Plan and related trust are designed in accordance with applicable sections of the Code. Therefore, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. 6. Related Party Transactions ------------------------------ Certain Plan investments are shares in registered investment companies and common trust funds managed by T. Rowe Price. T. Rowe Price is the trustee as defined by the Plan and, therefore, these investments and investment transactions qualify as party-in-interest transactions. Page 10
SCHEDULE I CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN EIN 94-1444798 PLAN NO. 003 PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999 (Note 6) Identity of Issue Description of Investment Including Borrower, Lessor Maturity Date, Rate of Interest, Current Similar Party Collateral, Par or Maturity Value Cost Value --------------------- ------------------------------------ ------------ ------------ Shares in registered investment companies: *T. Rowe Price Growth Stock Fund (4,013,034.696 shares) $110,022,765 $133,513,664 *T. Rowe Price New Income Fund (2,439,409.462 shares) 21,421,807 19,905,581 *T. Rowe Price Equity Income Fund (3,133,119.110 shares) 69,821,918 77,732,685 *T. Rowe Price Science and Technology Fund (2,675,161.704 shares) 102,516,389 170,434,552 *T. Rowe Price International Stock Fund (1,402,456.014 shares) 19,894,049 26,688,738 *T. Rowe Price Small-Cap Stock Fund (62,295.838 shares) 1,305,781 1,420,345 Common Trust Funds: *T. Rowe Price Equity Index Trust (797,887.565 shares) 22,962,469 30,742,608 *T. Rowe Price Bond Index Trust (193,515.364 shares) 2,826,959 2,943,369 *T. Rowe Price U.S. Treasury Money Market Trust (57,560,596.760 shares) 57,560,597 57,560,597 *T. Rowe Price Retirement Strategy Trust-Balanced (925,621.063 shares) 14,639,180 20,863,499 *T. Rowe Price Retirement Strategy Trust-Conservative Growth (455,693.827 shares) 8,258,672 11,401,460 *T. Rowe Price Retirement Strategy Trust-Income Plus (196,238.311 shares) 3,188,566 3,808,986 *Plan Participants Participant loans with interest from 8.75% to 10.00% and maturity dates from 2000 to 2004 40,800,237 40,800,237 Common Stock: *CNF Transportation Inc. Unrestricted CNF Common Stock (866,211.864 shares) 28,240,232 29,884,309 *CNF Transportation Inc. Restricted CNF Common Stock (1,205,911.388 shares) 32,232,758 41,603,943 Preferred Stock: *CNF Transportation Inc. CNF Preferred Stock-Allocated (251,928.574 shares) 38,318,336 55,424,287 *CNF Transportation Inc. CNF Preferred Stock-Unallocated (588,478.684 shares) 89,507,608 129,465,311 ------------ ------------ $663,518,323 $854,194,171 ============ ============
*Represents a party-in-interest as of December 31, 1999. NOTE: Cost is calculated using the moving average method. The accompanying notes are an integral part of this schedule.