-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jobyg7vM8+x+9IgotdIk3m6XVJ23OtLp0PyKnfPeG1foPsrdSzwDjXGvzzN532cm pup4WSux5TteSZPfRaOB9g== 0000023675-01-500006.txt : 20010626 0000023675-01-500006.hdr.sgml : 20010626 ACCESSION NUMBER: 0000023675-01-500006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNF INC CENTRAL INDEX KEY: 0000023675 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 941444798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05046 FILM NUMBER: 1666109 BUSINESS ADDRESS: STREET 1: 3240 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6504942900 MAIL ADDRESS: STREET 1: 1717 NW 21ST AVE CITY: PORTLAND STATE: OR ZIP: 97209 FORMER COMPANY: FORMER CONFORMED NAME: CNF TRANSPORTATION INC DATE OF NAME CHANGE: 19970509 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC DATE OF NAME CHANGE: 19920703 EX-23 1 cnf_e23.txt CONSENT Exhibit 23 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Registration Statement File Nos. 2-81030, 33-52599, 33-60619, 33-60625, 33-60629, 333-26595, 333-30327, 333-48733, 333-56667, 333-92399, 333-36180 and 333-54558. /s/ ARTHUR ANDERSEN LLP Portland, Oregon June 22, 2001 11-K 2 cnf_11k.txt 11K BODY CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN FINANCIAL STATEMENTS AND SCHEDULE AS OF DECEMBER 31, 2000 AND 1999 AND FOR THE YEAR ENDED DECEMBER 31, 2000 TOGETHER WITH AUDITORS' REPORT REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Compensation Committee of the CNF 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, 2000 and 1999, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2000. 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, 2000 and 1999, and the changes in its financial status for the year ended December 31, 2000, 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 at end of year 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. Portland, Oregon, June 22, 2001 CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN DECEMBER 31, 2000 AND 1999 INDEX TO FINANCIAL STATEMENTS AND SCHEDULE FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits as of December 31, 2000 1 Statement of Net Assets Available for Plan Benefits as of December 31, 1999 2 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2000 3 NOTES TO FINANCIAL STATEMENTS AND SCHEDULE 4 SUPPLEMENTAL SCHEDULE: Schedule I: Part IV, Line 4i - Schedule of Assets Held at End of Year as of December 31, 2000 10 PAGE 1 CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 2000
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 $ 398,436,046 $ - $ - $ - $ 398,436,046 Common trust funds 129,702,963 - - - 129,702,963 Participant loans 45,242,438 - - - 45,242,438 CNF equity 40,657,900 49,384,105 61,897,800 119,580,640 271,520,445 ------------- ------------ ------------ ------------- ------------ Total investments 614,039,347 49,384,105 61,897,800 119,580,640 844,901,892 Contributions receivable- Participants 2,496,919 - - - 2,496,919 Company - 1,737,410 - - 1,737,410 ------------- ------------ ------------ ------------- ------------ Total contributions receivable 2,496,919 1,737,410 - - 4,234,329 Due from CNF Preferred Stock Fund - Unallocated - 747,626 2,722,797 - 3,470,423 Dividend receivable - - - 5,375,777 5,375,777 Cash - - - 145,088 145,088 ------------- ------------ ------------ ------------- ------------ Total assets 616,536,266 51,869,141 64,620,597 125,101,505 858,127,509 LIABILITIES: Notes payable (Note 4) - - - (128,000,000)(128,000,000) Accrued interest payable - - - (4,628,150) (4,628,150) Due to CNF Restricted Common Stock Fund - - - (747,626) (747,626) Due to CNF Preferred Stock Fund - Allocated - - - (2,722,797) (2,722,797) Due to EWW Savings Plan for net assets to be transferred (Note 1) (26,510,152) (1,954,825) (2,250,395) - (30,715,372) ------------- ------------ ------------ ------------ ------------ Total liabilities (26,510,152) (1,954,825) (2,250,395) (136,098,573)(166,813,945) ------------- ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 590,026,114 $ 49,914,316 $ 62,370,202 $ (10,997,068)$691,313,564 ============= ============ ============ ============ ============ 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, 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 3 CNF TRANSPORTATION INC. THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2000
Participant Directed Non-Participant Directed ------------- --------------------------------------- Restricted CNF Preferred CNF Preferred CNF Common Stock Fund - Stock Fund - Stock Fund Allocated Unallocated Total ------------- ----------- ----------- ----------- ------------- ADDITIONS: Participant contributions $ 67,845,313 $ - $ - $ - $ 67,845,313 Company contributions - 7,878,379 - 6,400,000 14,278,379 Excess preferred stock dividends (Note 1) - 1,552,706 - - 1,552,706 Rollover contributions 4,407,336 - - - 4,407,336 Allocation of preferred shares to participants at cost - - 7,189,572 - 7,189,572 Dividend and interest income 7,532,292 539,367 - 10,809,006 18,880,665 Net appreciation (depreciation) in fair value of investments (Note 3) (59,603,821) 872,496 1,915,506 (3,407,869) (60,223,688) ------------- ----------- ----------- ----------- ------------- Total additions 20,181,120 10,842,948 9,105,078 13,801,137 53,930,283 DEDUCTIONS: Excess preferred stock dividends (Note 1) - - - (1,552,706) (1,552,706) Distributions to participants (35,254,971) (3,726,396) - - (38,981,367) Allocation of preferred shares to participants - - - (7,189,572) (7,189,572) Interest expense - - - (9,448,300) (9,448,300) EWW Savings Plan net assets to be transferred (Note 1) (26,510,152) (1,954,825) (2,250,395) - (30,715,372) ------------- ----------- ----------- ----------- ------------- Total deductions (61,765,123) (5,681,221) (2,250,395) (18,190,578) (87,887,317) INTERFUND TRANSFERS, net 1,696,692 579,510 (2,276,202) - - ------------- ----------- ----------- ----------- ------------- Net increase (decrease) (39,887,311) 5,741,237 4,578,481 (4,389,441) (33,957,034) ------------- ----------- ----------- ----------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1999 629,913,425 44,173,079 57,791,721 (6,607,627) 725,270,598 ------------- ----------- ----------- ----------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 2000 $ 590,026,114 $ 49,914,316 $ 62,370,202 $(10,997,068) $ 691,313,564 ============= =========== =========== =========== ============= 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 or TASP) 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 Inc. (formerly CNF Transportation Inc. and referred to as 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 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. Amendment: During 2000, the Company amended the Plan and the EWW Savings Plan. Effective September 19, 2000, the Emery Worldwide (EWW) pilots ceased participation in the Plan and their elective deferrals began being contributed to the EWW Savings Plan. Transfer of the EWW pilots' vested balance in the Plan was spun off effective December 20, 2000 with the actual transfer to occur as soon as practicable. The unvested portion of each pilot's account will remain in the Plan until vested. Any balances remaining in the Plan until transferred to the EWW Savings Plan will continue to be invested as provided under the Plan. The transfer of the EWW pilots' accounts had not occurred at December 31, 2000, accordingly, the vested and unvested balance of the EWW pilots' share of the Plan's net assets was recorded as a liability due to the EWW Savings Plan in the accompanying statement of net assets available for plan benefits. 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 18% 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 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. For the year ended December 31, 2000, annual debt service requirements were less than annual Preferred Stock cash dividends received by the Plan. At December 31, 2000, $747,626 in excess cash dividends was available to reduce Company matching contributions and was included in Due from CNF Preferred Stock Fund and Due to CNF Restricted Stock Fund on the Statement of Net Assets Available for Plan Benefits. Total excess cash dividends of $1,552,706 were used by the Company to purchase Common Stock for matching contributions during 2000. PAGE 5 For the year ended December 31, 2000, contributions to the Plan consisted of the following: Matching Contributions: Preferred Stock Company match of Preferred Stock $ 3,655,835 Forfeited Preferred Stock 59,863 Common Stock Company match of Common Stock 7,878,379 Forfeited Common Stock 135,000 Excess Preferred Stock dividends 1,552,706 ----------- $13,281,783 =========== The Company match of Preferred Stock is included in the allocation of preferred shares to participants of $7,189,572 shown in the Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2000. In addition to its match of Preferred and Common Stock, the Company in 2000 contributed $6,400,000 to the Plan for payment of the notes payable described in Note 4. 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 reduce future Company 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 2000 and 1999). Loans outstanding at December 31, 2000 bear interest at rates ranging from 8.75% to 10.50%. Principal and interest are paid ratably through payroll deductions. Payments and Benefits: Participants can receive a total distribution from their accounts upon death or termination of employment. Disabled participants can receive a distribution of their accounts upon determination of disability by the U.S. Social Security Administration or the Company's benefit department. Other types of withdrawals are permitted by the Plan in limited situations. Participants can elect to have their accounts 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. PAGE 6 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. 2. Summary of Significant Accounting Policies Basis of Accounting: The accompanying financial statements have been prepared using the accrual method of accounting. SFAS 133: Effective January 1, 2001, the Plan adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires all entities to recognize derivatives on the balance sheet as assets and liabilities measured at fair value. The Plan does not currently have any derivative instruments and, accordingly, adoption of SFAS 133 did not have an impact on its financial status. Financial Instruments: The investments in the accompanying financial statements are stated at quoted market prices, which approximate fair value as of December 31, 2000 and 1999 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, 2000 and 1999 was approximately $135,000,000 and $124,000,000, respectively. Fair value was estimated based on the expected future payments discounted at market rates. Investments: The Plan invests in various investments. Investment securities are generally exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect amounts reported in the Statements of Net Assets Available for Plan Benefits. 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 2000, 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. PAGE 7 3. Investments The following presents investments that represent 5 percent or more of the Plan's net assets as of December 31, 2000 and 1999. December 31, 2000 1999 ------------ ------------ Participant Directed Investments: Shares in Registered Investment Companies: T. Rowe Price Growth Stock Fund, 5,098,030 and 4,013,035 shares, respectively $138,666,405 $133,513,664 T. Rowe Price Equity Income Fund, 3,288,744 and 3,133,119 shares, respectively 81,133,316 77,732,685 T. Rowe Price Science and Technology Fund, 3,577,241 and 2,675,162 shares, respectively 127,242,469 170,434,552 Common Trust Funds: T. Rowe Price U.S. Treasury Money Market Trust, 58,856,859 and 57,560,597 shares, respectively 58,856,859 57,560,597 Participant Loans 45,242,438 40,800,237 Unrestricted CNF Common Stock, 1,202,452 and 866,212 shares, respectively 40,657,900 29,884,309 Non-Participant Directed Investments: Restricted CNF Common Stock, 1,460,526 and 1,205,911 shares, respectively 49,384,105 41,603,943 CNF Preferred Stock - Allocated, 281,354 and 251,929 shares, respectively 61,897,800 55,424,287 CNF Preferred Stock - Unallocated, 543,548 and 588,478 shares, respectively 119,580,640 129,465,311 During 2000, 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 $ (57,768,206) Common trust funds (3,654,849) CNF Common Stock 2,691,730 CNF Preferred Stock (1,492,363) -------------- $ (60,223,688) ============== 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, 2000 and 1999, 299,255 and 267,494 shares of Preferred Stock, respectively, had been allocated and 525,647 and 572,913 shares, respectively, were unallocated and were pledged as collateral against the Plan Notes, as defined below. Preferred Stock of 17,901 and 15,565 shares were allocated to participant accounts after December 31, 2000 and 1999, respectively, but related to participant activity for the years ended December 31, 2000 and 1999, 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. Amounts transferred between funds are allocated at historical cost and the historical cost of all shares of Preferred Stock allocated in the year ended December 31, 2000 was $7,189,572. PAGE 8 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 are due in varying installments with 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, 2000 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, 2000 and 1999, principal payments were $6,400,000 and $5,200,000, 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 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 2005 12,700,000 - 12,700,000 Thereafter 15,000,000 62,000,000 77,000,000 ----------- ----------- ------------ $66,000,000 $62,000,000 $128,000,000 =========== =========== ============ 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 AT END OF YEAR AS OF DECEMBER 31, 2000 (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 (5,098,029.611 shares) $ 144,290,184 $ 138,666,405 *T. Rowe Price New Income Fund (2,542,457.533 shares) 22,015,548 21,610,889 *T. Rowe Price Equity Income Fund (3,288,744.081 shares) 74,315,045 81,133,316 *T. Rowe Price Science and Technology Fund (3,577,241.196 shares) 153,449,649 127,242,469 *T. Rowe Price International Stock Fund (1,625,539.864 shares) 24,245,854 23,602,839 *T. Rowe Price Small-Cap Stock Fund (258,907.763 shares) 6,220,700 6,180,128 Common Trust Funds: *T. Rowe Price Equity Index Trust (833,141.968 shares) 25,862,746 29,184,963 *T. Rowe Price Bond Index Trust (225,899.764 shares) 3,412,845 3,833,519 *T. Rowe Price U.S. Treasury Money Market Trust (58,856,858.630 shares) 58,856,859 58,856,859 *T. Rowe Price Retirement Strategy Trust-Balanced (953,356.064 shares) 16,232,616 21,097,770 *T. Rowe Price Retirement Strategy Trust-Conservative Growth (523,487.224 shares) 10,404,586 12,233,896 *T. Rowe Price Retirement Strategy Trust-Income Plus (226,839.370 shares) 3,901,285 4,495,956 *Plan Participants Participant loans with interest from 8.75% to 10.50% and maturity dates from 2001 to 2005 45,242,438 45,242,438 Common Stock: *CNF Transportation Inc. Unrestricted CNF Common Stock (1,202,451.731 shares) 36,182,544 40,657,900 *CNF Transportation Inc. Restricted CNF Common Stock (1,460,525.864 shares) 39,052,554 49,384,105 Preferred Stock: *CNF Transportation Inc. CNF Preferred Stock - Allocated (281,353.638 shares) 42,793,888 61,897,800 *CNF Transportation Inc. CNF Preferred Stock - Unallocated (543,548.362 shares) 82,673,706 119,580,640 -------------- -------------- $ 789,153,047 $ 844,901,892 ============== ==============
*Represents a party-in-interest as of December 31, 2000. NOTE: Cost is calculated using the moving average method. The accompanying notes are an integral part of this schedule. -----END PRIVACY-ENHANCED MESSAGE-----