-----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, JhKmzXMX86x+RQeX9VeOV23dTLqFcN5BeQlDsrdplG4XsLVG0Swnna3+wnT7MpY6 ofDuXl/IexrY7rVm2bzpew== 0000898430-97-002725.txt : 19970630 0000898430-97-002725.hdr.sgml : 19970630 ACCESSION NUMBER: 0000898430-97-002725 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNF TRANSPORTATION 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: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 97632025 BUSINESS ADDRESS: STREET 1: 3240 HILLVIEW AVE CITY: PALO A LTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154942900 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC DATE OF NAME CHANGE: 19920703 11-K 1 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, 1996 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 (415) 494-2900 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons administering the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CNF Transportation Inc. Thrift and Stock Plan June 27, 1997 /s/Eberhard G.H. Schmoller -------------------------- Eberhard G.H. Schmoller Senior Vice President and General Counsel CNF TRANSPORTATION INC. (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) THRIFT AND STOCK PLAN FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1996 AND 1995 TOGETHER WITH AUDITORS' REPORT CNF TRANSPORTATION INC. ----------------------- (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) ----------------------------------------- THRIFT AND STOCK PLAN --------------------- INDEX TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- AS OF DECEMBER 31, 1996 AND 1995 -------------------------------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1996 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1995 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended December 31, 1996 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SUPPLEMENTAL SCHEDULES: Schedule I: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 Schedule II: Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1996 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. (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) THRIFT AND STOCK PLAN as of December 31, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. These financial statements and the schedules referred to below are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1996 and 1995, and the changes in its net assets available for plan benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Portland, Oregon, June 25, 1997
CNF TRANSPORTATION INC. (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1996 Participant Directed ------------------------------------------------------------------------------------ Science and Growth New Income Equity Technology International Stock Fund Fund Income Fund Fund Stock Fund ----------- ----------- ----------- ----------- ------------- ASSETS: Investments, at fair value Mutual Funds $59,611,145 $18,522,000 $52,400,240 $43,503,247 $15,079,537 Common Trust Funds - - - - - Participant Loans - - - - - CNF Equity - - - - - CFC Equity - - - - - ----------- ----------- ----------- ----------- ----------- Total investments 59,611,145 18,522,000 52,400,240 43,503,247 15,079,537 Contributions receivable- Participants 214,136 67,845 179,153 221,556 78,446 Company - - - - - ----------- ----------- ----------- ----------- ----------- Total contributions receivable 214,136 67,845 179,153 221,556 78,446 Due from Preferred Stock Fund- Unallocated - - - - - Dividend receivable - - - - - Cash - - - - - ----------- ----------- ----------- ----------- ----------- Total assets 59,825,281 18,589,845 52,579,393 43,724,803 15,157,983 ----------- ----------- ----------- ----------- ----------- LIABILITIES: Notes payable - - - - - Accrued interest payable - - - - - Due to Preferred Stock Fund- Allocated - - - - - ----------- ----------- ----------- ----------- ----------- Total liabilities - - - - - ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $59,825,281 $18,589,845 $52,579,393 $43,724,803 $15,157,983 =========== =========== =========== =========== ===========
Participant Directed --------------------------------------------------------------------------------- U.S. Retirement Treasury Retirement Strategy Equity Bond Money Strategy Trust- Index Index Market Trust- Conservative Trust Trust Trust Balanced Growth ---------- -------- ----------- ----------- ------------ ASSETS: Investments, at fair value Mutual Funds $ - $ - $ - $ - $ - Common Trust Funds 2,857,793 702,304 36,237,785 8,645,052 2,806,610 Participant Loans - - - - - CNF Equity - - - - - CFC Equity - - - - - ---------- -------- ----------- ---------- ---------- Total investments 2,857,793 702,304 36,237,785 8,645,052 2,806,610 Contributions receivable- Participants 32,862 6,360 142,050 50,884 29,682 Company - - - - - ---------- -------- ----------- ---------- ---------- Total contributions receivable 32,862 6,360 142,050 50,884 29,682 Due from Preferred Stock Fund- Unallocated - - - - - Dividend receivable - - - - - Cash - - - - - ---------- -------- ----------- ---------- ---------- Total assets 2,890,655 708,664 36,379,835 8,695,936 2,836,292 ---------- -------- ----------- ---------- ---------- LIABILITIES: Notes payable - - - - - Accrued interest payable - - - - - Due to Preferred Stock Fund- Allocated - - - - - ---------- -------- ----------- ---------- ---------- Total liabilities - - - - - ---------- -------- ----------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,890,655 $708,664 $36,379,835 $8,695,936 $2,836,292 ========== ======== =========== ========== ==========
Participant Directed ------------------------------------------------------------ Retirement Strategy CNF CFC Trust- Common Common Income Plus Stock Fund Stock Fund Loan Fund ----------- ------------ ------------ ----------- ASSETS: Investments, at fair value Mutual Funds $ - $ - $ - $ - Common Trust Funds 990,889 - - - Participant Loans - - - 20,550,234 CNF Equity - 4,849,158 - - CFC Equity - - 4,979,738 - ---------- ---------- ---------- ----------- Total investments 990,889 4,849,158 4,979,738 20,550,234 Contributions receivable- Participants 10,601 26,502 - - Company - - - - ---------- ---------- ---------- ----------- Total contributions receivable 10,601 26,502 - - Due from Preferred Stock Fund- Unallocated - - - - Dividend receivable - - - - Cash - - - - ---------- ---------- ---------- ----------- Total assets 1,001,490 4,875,660 4,979,738 20,550,234 ---------- ---------- ---------- ----------- LIABILITIES: Notes payable - - - - Accrued interest payable - - - - Due to Preferred Stock Fund- Allocated - - - - ---------- ---------- ---------- ----------- Total liabilities - - - - ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,001,490 $4,875,660 $4,979,738 $20,550,234 ========== ========== ========== ===========
Non-Participant Directed ---------------------------------------------------------------- CNF Preferred Preferred Common Stock Fund- Stock Fund- Stock Fund Allocated Unallocated Total ---------- --------- ----------- ----- ASSETS: Investments, at fair value Mutual Funds $ - $ - $ - $ 189,116,169 Common Trust Funds - - - 52,240,433 Participant Loans - - - 20,550,234 CNF Equity 20,523,982 27,968,500 132,191,526 185,533,166 CFC Equity - - - 4,979,738 ----------- ----------- ------------- ------------- Total investments 20,523,982 27,968,500 132,191,526 452,419,740 Contributions receivable- Participants - - - 1,060,077 Company 1,359,164 - 447,821 1,806,985 ----------- ----------- ------------- ------------- Total contributions receivable 1,359,164 - 447,821 2,867,062 Due from Preferred Stock Fund- Unallocated - 1,969,568 - 1,969,568 Dividend receivable - - 6,117,834 6,117,834 Cash 46,383 - - 46,383 ----------- ----------- ------------- ------------- Total assets 21,929,529 29,938,068 138,757,181 463,420,587 ----------- ----------- ------------- ------------- LIABILITIES: Notes payable - - (146,900,000) (146,900,000) Accrued interest payable - - (6,367,966) (6,367,966) Due to Preferred Stock Fund- Allocated - - (1,969,568) (1,969,568) ----------- ----------- ------------- ------------- Total liabilities - - (155,237,534) (155,237,534) ----------- ----------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $21,929,529 $29,938,068 $ (16,480,353) $ 308,183,053
The accompanying notes are an integral part of this statement. 4
CNF TRANSPORTATION INC. (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995 Participant Directed ------------------------------------------------------------------------------- Science and Growth New Income Equity Technology International Stock Fund Fund Income Fund Fund Stock Fund ----------- ----------- ----------- ----------- ------------- ASSETS: Investments, at fair value- Mutual Funds $70,271,798 $26,907,453 $62,913,764 $51,057,218 $15,341,296 Common Trust Funds - - - - - Participant Loans - - - - - CNF Equity - - - - - ----------- ----------- ----------- ----------- ----------- Total investments 70,271,798 26,907,453 62,913,764 51,057,218 15,341,296 Contributions receivable- Participants 357,010 145,496 279,897 355,133 132,720 Company - - - - - ----------- ----------- ----------- ----------- ----------- Total contributions receivable 357,010 145,496 279,897 355,133 132,720 Due from Preferred Stock Fund- Unallocated - - - - - Dividend receivable - - - - - Cash - - - - - ----------- ----------- ----------- ----------- ----------- Total assets 70,628,808 27,052,949 63,193,661 51,412,351 15,474,016 ----------- ----------- ----------- ----------- ----------- LIABILITIES: Notes payable - - - - - Accrued interest payable - - - - - Due to Preferred Stock Fund- Allocated - - - - - Due to Company - - - - - ----------- ----------- ----------- ----------- ----------- Total liabilities - - - - - ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $70,628,808 $27,052,949 $63,193,661 $51,412,351 $15,474,016 =========== =========== =========== =========== ===========
Participant Directed ------------------------------------------------------------------------------ Retirement Retirement Strategy Equity Bond U.S. Treasury Strategy Trust- Index Index Money Market Trust- Conservative Trust Trust Trust Balanced Growth ----------- -------- ------------- ------------ ------------- ASSETS: Investments, at fair value- Mutual Funds $ - $ - $ - $ - $ - Common Trust Funds 1,872,055 510,721 50,927,186 7,338,683 1,836,594 Participant Loans - - - - - Corporate Equity - - - - - ---------- -------- ----------- ---------- ---------- Total investments 1,872,055 510,721 50,927,186 7,338,683 1,836,594 Contributions receivable- Participants 33,398 10,469 254,711 87,121 28,783 Company - - - - - ---------- -------- ----------- ---------- ---------- Total contributions receivable 33,398 10,469 254,711 87,121 28,783 Due from Preferred Stock Fund- Unallocated - - - - - Dividend receivable - - - - - Cash - - - - - ---------- -------- ----------- ---------- ---------- Total assets 1,905,453 521,190 51,181,897 7,425,804 1,865,377 ---------- -------- ----------- ---------- ---------- LIABILITIES: Notes payable - - - - - Accrued interest payable - - - - - Due to Preferred Stock Fund- Allocated - - - - - Due to Company - - - - - ---------- -------- ----------- ---------- ---------- Total liabilities - - - - - ---------- -------- ----------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,905,453 $521,190 $51,181,897 $7,425,804 $1,865,377 ========== ======== =========== ========== ==========
Participant Directed ---------------------------------------------- Retirement Strategy Trust- CNF Common Income Plus Stock Fund Loan Fund ----------- ---------- ----------- ASSETS: Investments, at fair value- Mutual Funds $ - $ - $ - Common Trust Funds 508,047 - - Participant Loans - - 19,948,131 CNF Equity - 7,422,576 - -------- ---------- ----------- Total investments 508,047 7,422,576 19,948,131 Contributions receivable- Participants 16,982 46,176 - Company - - - -------- ---------- ----------- Total contributions receivable 16,982 46,176 - Due from Preferred Stock Fund- Unallocated - - - Dividend receivable - - - Cash - - - -------- ---------- ----------- Total assets 525,029 7,468,752 19,948,131 -------- ---------- ----------- LIABILITIES: Notes payable - - - Accrued interest payable - - - Due to Preferred Stock Fund- Allocated - - - Due to Company - - - -------- ---------- ----------- Total liabilities - - - -------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $525,029 $7,468,752 $19,948,131 ======== ========== ===========
Non-Participant Directed ---------- ----------------------------------------------------------------- ESOP Preferred Preferred Common CNF Common Stock Fund- Stock Fund- Stock Fund Stock Fund Allocated Unallocated Total ---------- ---------- ----------- ----------- ------------- ASSETS: Investments, at fair value- Mutual Funds $ - $ - $ - $ - $226,491,529 Common Trust Funds - - - - 62,993,286 Participant Loans - - - - 19,948,131 CNF Equity 13,459,767 19,043,615 33,215,905 134,086,017 207,227,880 ----------- ----------- ----------- ------------ ------------ Total investments 13,459,767 19,043,615 33,215,905 134,086,017 516,660,826 Contributions receivable- Participants - - - - 1,747,896 Company - 1,502,222 - 218,966 1,721,188 ----------- ---------- ----------- ------------ ------------ Total contributions receivable - 1,502,222 - 218,966 3,469,084 Due from Preferred Stock Fund- Unallocated - - 2,189,540 - 2,189,540 Dividend receivable - - - 6,194,442 6,194,442 Cash - 46,383 - - 46,383 ----------- ----------- ----------- ------------ ------------ Total assets 13,459,767 20,592,220 35,405,445 140,499,425 528,560,275 ----------- ----------- ----------- ------------ ------------ LIABILITIES: Notes payable - - - (149,000,000) (149,000,000) Accrued interest payable - - - (6,413,408) (6,413,408) Due to Preferred Stock Fund- Allocated - - - (2,189,540) (2,189,540) Due to Company - - - (9,863) (9,863) ----------- ----------- ----------- ------------ ------------ Total liabilities - - - (157,612,811) (157,612,811) ----------- ----------- ----------- ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $13,459,767 $20,592,220 $35,405,445 $(17,113,386) $370,947,464 =========== =========== =========== ============ ============
The accompanying notes are an integral part of this statement. 5
CNF TRANSPORTATION INC. (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 Participant Directed ---------------------------------------------------------------------------------------------------------------- U.S. Retirement Science and Equity Bond Treasury Strategy Growth New Income Equity Technology International Index Index Money Trust- Stock Fund Fund Income Fund Fund Stock Fund Trust Trust Market Trust Balanced ---------- ---- ----------- ---- ---------- ----- ----- ------------ -------- ADDITIONS: Participant contributions $10,206,994 $ 3,458,800 $7,942,153 $10,425,676 $ 3,923,969 $1,094,491 $ 365,447 $6,861,468 $ 2,644,311 Company contributions - - - - - - - - - Allocation of preferred shares to participants - - - - - - - - - Dividend and interest income 4,721,683 1,696,186 3,965,925 4,710,866 401,218 - - 2,471,654 - Net appreciation (depreciation) in fair value 10,853,476 (1,047,193) 9,206,845 3,986,513 2,283,517 682,092 33,459 - 1,183,697 of investments Transfers in from other plans 17,254 4,073 16,561 16,531 5,188 4,235 - 605 4,157 ------------ ----------- ------------ ------------ ----------- ---------- ------- ---------- ----------- Total additions 25,799,407 4,111,866 21,131,484 19,139,586 6,613,892 1,780,818 398,906 9,333,727 3,832,165 ------------ ----------- ------------ ------------ ----------- ---------- -------- ---------- ----------- DEDUCTIONS: Conversion - CFC transfer out (Note 1) (30,322,511) (8,488,283) (28,020,893) (23,109,772) (6,636,255) (1,628,632) (258,873) (17,259,403) (2,048,172) Distributions to participants (3,649,489) (1,157,487) (3,114,111) (2,412,942) (701,818) (290,247) (36,672) (4,268,910) (389,484) Allocation of preferred shares to participants - - - - - - - - - Interest expense - - - - - - - - - ------------ ----------- ------------ ------------ ----------- ---------- -------- --------- ----------- Total deductions (33,972,000) (9,645,770) (31,135,004) (25,522,714) (7,338,073) (1,918,879) (295,545) (21,528,313) (2,437,656) ------------ ----------- ------------ ------------ ----------- ---------- -------- --------- ----------- INTERFUND TRANSFERS, net (2,630,934) (2,929,200) (610,748) (1,304,420) 408,148 1,123,263 84,113 (2,607,476) (124,377) ------------ ----------- ------------ ------------ ----------- ---------- -------- --------- ----------- Net increase (decrease) (10,803,527) (8,463,104) (10,614,268) (7,687,548) (316,033) 985,202 187,474 (14,802,062) 1,270,132 ------------ ----------- ------------ ------------ ----------- ---------- -------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1995 70,628,808 27,052,949 63,193,661 51,412,351 15,474,016 1,905,453 521,190 51,181,897 7,425,804 ------------ ----------- ------------ ------------ ----------- ----------- --------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1996 $59,825,281 $18,589,845 $52,579,393 $ 43,724,803 $15,157,983 $2,890,655 $ 708,664 $36,379,835 $ 8,695,936 ============ =========== ============ ============ =========== =========== ========= ========== ===========
Participant Directed Non-Participant Directed ----------------------------------------------------------- ------------------------------------ Retirement Strategy Retirement Trust- Strategy CNF CFC ESOP CNF CFC Conservative Trust- Common Common Common Common Common Growth Income Plus Stock Fund Stock Fund Loan Fund Stock Fund Stock Fund Stock Fund ------ ----------- ---------- ---------- --------- ---------- ---------- ---------- ADDITIONS: Participant contributions $1,100,854 $ 537,337 $ 1,322,281 $ - $ - $ - $ - $ - Company contributions - - - - - - 6,414,449 - Allocation of preferred shares to participants - - - - - - - - Dividend and interest income - - 103,201 - 2,136,776 146,470 341,975 - Net appreciation (depreciation) in fair value 430,322 89,997 2,807,156 1,488,175 - (1,004,370) (1,963,587) 378,271 of investments Transfers in from other plans 5,143 40 - - - - - - ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- Total additions 1,536,319 627,374 4,232,638 1,488,175 2,136,776 (857,900) 4,792,837 378,271 ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- DEDUCTIONS: Conversion - CFC transfer out (Note 1) (901,875) (99,755) (25,157,835) (455,722) (8,999,251) - - (1,925,553) Distributions to participants (131,758) (49,260) (289,389) (203) (1,664,951) (584,994) (2,414,583) - Allocation of preferred shares to participants - - - - - - - - Interest expense - - - - - - - - ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- Total deductions (1,033,633) (149,015) (25,447,224) (455,925) (10,664,202) (584,994) (2,414,583) (1,925,553) ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- INTERFUND TRANSFERS, net 468,229 (1,898) 18,621,494 3,947,488 9,129,529 (12,016,873) (1,040,945) 1,547,282 ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- Net increase 970,915 476,461 (2,593,092) 4,979,738 602,103 (13,459,767) 1,337,309 - (decrease) ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1995 1,865,377 525,029 7,468,752 - 19,948,131 13,459,767 20,592,220 - ----------- ---------- ------------ ---------- ------------ ------------ ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1996 $2,836,292 $1,001,490 $ 4,875,660 $4,979,738 $ 20,550,234 $ - $21,929,529 $ - =========== ========== ============ ========== ============ ============ =========== ===========
Non-Participant Directed ---------------------------------------- Preferred Preferred Stock Fund- Stock Fund- Allocated Unallocated Total --------- ----------- ------------ ADDITIONS: Participant contributions $ - $ - 49,883,781 Company contributions - 2,547,821 8,962,270 Allocation of preferred shares to participants 6,211,836 - 6,211,836 Dividend and interest income - 12,288,110 32,984,064 Net appreciation (depreciation) in fair value of investments 383,462 4,744,869 34,536,701 Transfers in from other plans - - 73,787 ----------- ----------- ------------- Total additions 6,595,298 19,580,800 132,652,439 ----------- ----------- ------------- DEDUCTIONS: Conversion - CFC transfer out - - (155,312,785) (Note 1) Distributions to participants - - (21,156,298) Allocation of preferred shares to participants - (6,211,836) (6,211,836) Interest expense - (12,735,931) (12,735,931) ------------ ------------ ------------ Total deductions - (18,947,767) (195,416,850) ------------ ------------ ------------ INTERFUND TRANSFERS, net (12,062,675) - - ------------ ------------ ------------ Net increase (5,467,377) 633,033 (62,764,411) (decrease) ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1995 35,405,445 (17,113,386) 370,947,464 ----------- ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, December 31, 1996 $29,938,068 $(16,480,353) $ 308,183,053 =========== ============ =============
The accompanying notes are an integral part of this statement. 6 CNF TRANSPORTATION INC. ------------------------ (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) ----------------------------------------- THRIFT AND STOCK PLAN --------------------- NOTES TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- AS OF DECEMBER 31, 1996 AND 1995 -------------------------------- 1. DESCRIPTION OF PLAN: -------------------- The following description of the CNF Transportation Inc. (formerly Consolidated Freightways, Inc.) Thrift and Stock Plan (the Plan) is provided for general information purposes only. Participants should refer to the Employee Benefits Handbook for more complete information. General - ------- CNF Transportation Inc. (the Company) established the Consolidated Freightways, Inc. (CFI) Retirement Savings Plan, effective January 1, 1984, for the purpose of providing retirement benefits for the employees of the Company. The Plan has been amended several times since its inception. Effective January 1, 1988, the Company amended and restated the Retirement Savings Plan as the Thrift Plan. Effective June 30, 1988, the Thrift Plan was amended to include the former Consolidated Freightways, Inc. Employee Stock Ownership Plan (ESOP). Effective May 1, 1989, the Company amended and restated the Thrift Plan as the Thrift and Stock Plan. Effective January 1, 1991, the Thrift and Stock Plan was amended to provide for the transfer to the Plan of certain accounts of the Purolator Stock Ownership/Savings Plan and the merger of the Emery Personal Retirement Account. The restated Thrift and Stock Plan consists of a profit-sharing portion and a stock bonus portion thereby offering eligible employees the opportunity to save for their retirement and to increase their proprietary interest in the Company by accumulating Company stock. On December 2, 1996, the Company distributed to shareholders two shares of common stock of Consolidated Freightways Corporation (CFC), the Company's former Longhaul, less-than-truckload carrier, for every one share of CNF common stock (the Spin-off). In connection with the Spin-off, CFC participant account balances and loans outstanding totaling $146,313,534 and $8,999,251, respectively, were transferred out of the Plan to a similar qualified plan of CFC. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Internal Revenue Code (the Code), with a salary deferral feature qualified under Section 401(k) of the Code and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Employees are eligible to participate in the Plan if the participant is not covered by a collective bargaining agreement, is not a leased employee or is not a nonresident alien. Overall responsibility for administering the Plan rests with the CNF Transportation Inc. Administrative Committee (the Committee) which is appointed by the Chief Executive Officer of the Company. The Administrative Committee reports directly to the Compensation Committee of the Company's Board of Directors. The Plan's trustee, T. Rowe Price (the Trustee), is responsible for the management and control of the Plan's assets. Contributions - ------------- Participants may contribute up to 15% of their compensation, as defined by the Plan and subject to certain limitations. The Company makes matching contributions equal to 50% of a participant's contribution, but not exceeding 1.5% of the participant's compensation, as defined. Company contributions are in the form of allocations of the Company's Series B Cumulative Convertible Preferred Stock (Preferred Stock) and CNF Transportation Inc. Common Stock (Common Stock) or in the form of cash. Cash dividends on Preferred Stock are used to repay the notes payable (refer to Note 4). Participants are allocated additional Preferred Stock as a substitute for the cash dividends used for debt service. The Company will make an additional cash contribution to the Preferred Stock Fund - Unallocated when debt service requirements exceed preferred cash dividends received by the Plan. This additional Company contribution was $2,547,821 for the year ended December 31, 1996, as reported in the accompanying financial statements. Participant Accounts - -------------------- The Plan allows participants to select the type of investment fund in which to invest their contributions. The Company's matching contribution cannot be directed by the participant and is deposited into the non-participant directed Preferred Stock Fund - Allocated and CNF Common Stock Fund. Upon reaching age 55 and having completed at least 10 years of participation in the Plan, the participant may elect once each year to transfer up to 100% of his/her assets from the CNF Common Stock Fund and Preferred Stock Fund - Allocated to investment options other than Company stock. Allocations of the Company's matching contribution are based upon a percentage of participant contributions as described above. Allocations of net Plan earnings are based upon participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants' vested account. Vesting - ------- Participants' contributions plus earnings thereon are immediately vested. The Company's matching contributions are fully vested when credited to the participants' account, which occurs quarterly beginning at the end of the quarter in which the participant completes two years of service with the Company. Participant Loans - ----------------- The Plan has a loan provision allowing participants access to funds on a tax-free basis. Loans are allowed to the extent of the employee contributions and can generally be no less than $1,000 and cannot exceed the lesser of $50,000 or 50% of the employee's vested account balance. Loan transactions are treated as a transfer to (from) the various investment funds from (to) the Loan Fund. Loans can be made for a term not to exceed 4-1/2 years and bear interest at a rate determined by the loan committee (prime rate plus 1%). Loans outstanding at December 31, 1996 and 1995 bear interest at rates ranging from 7% to 11%. Principal and interest are paid ratably through payroll deductions. Terminations and Withdrawals - ---------------------------- Participants can receive a total distribution from their accounts upon death or termination of employment. Disabled participants can receive a distribution of their account upon attaining early retirement age (age 55). Other types of withdrawals are permitted by the Plan in limited situations. A participant can elect to have his/her account distributed in a single lump sum or in a series of substantially equal annual installments, as defined by the Plan. Distributions will be made in cash except that (1) the participants' accounts invested in Common Stock can, at the direction of the participant, be paid in shares and (2) the participants' allocation of Preferred Stock will be converted into shares of Common Stock and can, at the direction of the participant, be paid in shares or in cash. Plan Termination - ---------------- Although the Company has no intention of terminating the Plan, it may do so at any time by resolution of the Board of Directors. In the event that the Plan is terminated, the net assets of the Plan shall be distributed to each participant in the amount credited to his/her account. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Basis of Accounting - ------------------- The accompanying financial statements have been prepared using the accrual method of accounting. Financial Instruments - --------------------- The investments in the accompanying financial statements are stated at quoted market prices which approximate fair value as of December 31, 1996 and 1995 except for (1) participant loans outstanding which are valued at cost which approximates fair value and (2) Preferred Stock which does not have a quoted market value but which is stated at fair value as determined by an annual independent appraisal. The notes payable in the accompanying financial statements are stated at their carrying value. The fair value of the notes payable as of December 31, 1996 and 1995 was approximately $166,000,000 for both years. Fair value is calculated based on the expected future payments discounted at market rates. Income Recognition - ------------------ The difference in market value from one period to the next is included in net appreciation in fair value of investments in the accompanying statement of changes in net assets available for plan benefits with fund information. The net appreciation in fair value of investments also includes realized gains and losses. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Purchases and sales of securities are recorded on the trade date basis. Operating Expenses - ------------------ During 1996, all administrative expenses of the Plan were paid by the Company. Payment of Benefits - ------------------- Benefits paid to participants are recorded upon distribution. Estimates - --------- Management makes estimates and assumptions when preparing the financial statements in conformity with generally accepted accounting principles. These estimates and assumptions affect the amounts reported in the accompanying financial statements and notes thereto. Actual results could differ from those estimates. 3. INVESTMENTS: ------------ The Plan allows participants to select the type of investment fund in which to invest their contributions. A description of each investment option follows: Growth Stock Fund - This fund invests primarily in common stocks of ----------------- well-established growth companies whose earnings have grown faster than the rate of inflation and the economy in general. New Income Fund - This fund invests primarily in corporate bonds, bank --------------- obligations, U.S. government, and mortgage-backed securities. Equity Income Fund - This fund invests primarily in common stocks of ------------------ established companies that pay above-average dividends and have prospects of future dividend increases. Science and Technology Fund - This fund invests primarily in stocks of --------------------------- companies that are expected to benefit from the development, advancement and use of science and technology. International Stock Fund - This fund invests primarily in the stocks of ------------------------ established growth companies outside of the United States such as Europe, the Far East, Australia, Canada and other areas. Equity Index Trust - This fund invests primarily in common stocks that make ------------------ up the S&P 500 Stock Index. Bond Index Trust - This fund invests primarily in U.S. and foreign ---------------- government securities and corporate bonds as well as other securities. U.S. Treasury Money Market Trust - This fund invests primarily in -------------------------------- short-term U.S. treasury obligations and repurchase agreements collateralized by U.S. Treasury obligations. Retirement Strategy Trust - Balanced - This fund invests primarily in ------------------------------------ domestic and international stocks (60%) and fixed income securities (40%). Retirement Strategy Trust - Conservative Growth - This fund invests ----------------------------------------------- primarily in domestic and international stocks (80%) and fixed income securities (20%). Retirement Strategy Trust - Income Plus - This fund invests primarily in --------------------------------------- fixed income securities (60%) and common stocks (40%). CNF Common Stock Fund - This fund invests in the common stock of CNF --------------------- Transportation Inc. CFC Common Stock Fund - This fund invests in the common stock of --------------------- Consolidated Freightways Corporation. It was initially established to receive the CFC stock, for participants employed by CNF, which was issued in connection with the Spin-off. Participants have three years to direct balances out of this fund after which the Administrative Committee will transfer the assets into an alternative participant-directed investment fund. The Plan also includes non-participant directed investments which are described as follows: CNF Common Stock Fund - This fund invests in the common stock of CNF --------------------- Transportation Inc. ESOP Common Stock Fund - This fund represented an investment in the ---------------------- common stock of CNF Transportation Inc. When the Plan was amended and restated to include the former Consolidated Freightways, Inc. ESOP., this fund investment was transferred into the Plan. In 1996, the Company transferred the fund's assets from the ESOP Common Stock Fund to the CNF Common Stock Fund. CFC Common Stock Fund - This fund invested in the common stock of --------------------- Consolidated Freightways Corporation for participants employed by CFC received in connection with the Spin-off. The stock received from the Spin-off was subsequently transferred to the CFC plan. Preferred Stock Fund - Allocated and Preferred Stock Fund - Unallocated - --------------------------------------------------------------------- These funds invest in the Series B Cumulative Convertible Preferred Stock of CNF Transportation Inc. In May 1989, the Plan purchased 986,259 shares of the Company's Series B Cumulative Convertible Preferred Stock (Series B stock) for $150,009,863 using proceeds from the issuance of notes (Note 4). The Preferred Stock is issuable only to the Plan Trustee. The shares are held by the Trustee and allocated to participant accounts. Upon allocation, the shares are used to pay the Preferred Stock cash dividend on shares previously allocated to the participants with the remainder used to offset the Company's matching contribution requirement. In connection with the termination of an employee's participation in the Plan, the Preferred Stock is automatically converted into Common Stock at a rate generally equal to that number of shares of Common Stock that could be purchased for $152.10, but not less than the minimum conversion rate of 4.708 shares of Common Stock for each share of Preferred Stock. At December 31, 1996 and 1995, 163,596 and 201,979 Preferred Shares, respectively, had been allocated to participants and 711,595 and 752,433 shares, respectively, were unallocated and were pledged as collateral against the Plan Notes. In connection with the Spin-off of CFC, 67,222 allocated shares held by CFC participants were converted to common stock and transferred to the CFC plan. 4. NOTES PAYABLE: -------------- On July 18, 1989, the Plan completed the sale of $150,000,000 in aggregate principal amount of notes (the Plan Notes) to a group of institutional investors. The original Plan Notes consisted of $88,000,000 of Series A and $62,000,000 of Series B Notes. The proceeds from the sale of the Plan Notes were used to repay the $150,000,000 bridge loan from the Company to the Plan which had earlier been made to finance the purchase of the Preferred Stock. The Company has guaranteed repayment of the Plan Notes. Of the remaining $146,900,000 notes, $115,062,500 are subject to earlier repurchase by the Company at the option of the holders, with a yield protection penalty, in the event the Company's long-term senior unsecured indebtedness should be rated by both Moody's and Standard & Poor's as below investment grade. Of the remaining $84,900,000 of the Series A TASP Notes, the terms of $31,837,500 of these notes have been modified to exclude the holder's early repurchase option. In exchange, the interest rates on the notes were enhanced by .5% to 9.0% per annum. The other $53,062,500 in Series A Notes bear interest at 8.4% per annum. The $62,000,000 Series B 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 the Plan Notes is payable semiannually on January 1 and July 1 and is subject to adjustment in certain circumstances including some changes in applicable tax laws. Principal payments on the TASP notes were $2,100,000 and $1,000,000 for the years ended December 31, 1996 and 1995, 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:
Restructured Series A Series A Series B -------- -------- -------- 1997 $ 1,937,500 $ 1,162,500 $ - 1998 2,625,000 1,575,000 - 1999 3,250,000 1,950,000 - 2000 4,000,000 2,400,000 - 2001 4,687,500 2,812,500 - Thereafter 36,562,500 21,937,500 62,000,000 ----------- ----------- ----------- $53,062,500 $31,837,500 $62,000,000 =========== =========== ===========
5. INCOME TAX STATUS: ------------------ The Internal Revenue Service has determined and informed the Company by a letter dated December 26, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Code. Therefore, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. 6. RELATED PARTY TRANSACTIONS: --------------------------- Certain Plan investments are shares in funds managed by T. Rowe Price. T. Rowe Price is the trustee as defined by the Plan and, therefore, these investments and investment transactions qualify as party-in-interest. SCHEDULE I CNF TRANSPORTATION INC. ----------------------- (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) ----------------------------------------- THRIFT AND STOCK PLAN --------------------- EIN 94-1444798 -------------- PLAN NUMBER 003 --------------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------- AS OF DECEMBER 31, 1996 -----------------------
Identity of Issue Description of Investment Including Borrower, Lessor Maturity Date, Rate of Interest, Current Similar Party Collateral, Par or Maturity Value Cost Value - ------------------ ---------------------------------------------------------- ------------ ------------ Mutual Funds: *T. Rowe Price Growth Stock Fund (2,276,972.691 shares) $ 48,153,727 $ 59,611,145 *T. Rowe Price New Income Fund (2,083,464.544 shares) 18,431,247 18,522,000 *T. Rowe Price Equity Income Fund (2,324,766.656 shares) 40,869,121 52,400,240 *T. Rowe Price Science and Technology Fund (1,464,242.781 shares) 38,650,957 43,503,247 *T. Rowe Price International Stock Fund (1,092,720.042 shares) 13,367,233 15,079,537 Common Trust Funds: *T. Rowe Price Equity Index Trust (153,727.422 shares) 2,403,648 2,857,793 *T. Rowe Price Bond Index Trust (54,064.942 shares) 659,260 702,304 *T. Rowe Price U.S. Treasury Money Market Trust (36,237,785.420 shares) 36,237,785 36,237,785 *T. Rowe Price Retirement Strategy Trust-Balanced (605,820.026 shares) 7,027,478 8,645,052 *T. Rowe Price Retirement Strategy Trust-Conservative Growth (191,316.291 shares) 2,351,511 2,806,610 *T. Rowe Price Retirement Strategy Trust-Income Plus (75,010.503 shares) 892,342 990,889 Consolidated Freightways Corp. CFC Common Stock Fund (561,097.272 shares) 3,545,067 4,979,738 Participant Loans: *Plan Participants Participant loans with interest from 7% to 11% and maturity dates from 1/97 to 6/01 20,550,234 20,550,234 Common Stock: *CNF Transportation Inc. CNF Common Stock Fund - Participant Directed (217,939.687 shares) 4,443,835 4,849,158 *CNF Transportation Inc. CNF Common Stock Fund - Non-partipant Directed (922,426.151 shares) 17,947,889 20,523,982 Preferred Stock: *CNF Transportation Inc. Preferred Stock Fund - Allocated (163,596.000 shares) 22,913,384 27,968,500 *CNF Transportation Inc. Preferred Stock Fund - Unallocated (711,595.397 Shares) 110,203,228 132,191,526 ------------ ------------ $388,647,946 $452,419,740 ============ ============
*Represents a party-in-interest as of December 31, 1996. Note: Cost is calculated using the moving average method. The accompanying notes are an integral part of this schedule. CNF TRANSPORTATION, INC. ------------------------ (FORMERLY CONSOLIDATED FREIGHTWAYS, INC.) ----------------------------------------- THRIFT AND STOCK PLAN --------------------- BIN 94-1444790 -------------- PLAN NUMBER 008 --------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS ---------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1996 ------------------------------------ CATEGORY (III) - Series of transactions involving securities of the same issue - ------------------------------------------------------------------------------ that in the aggregate exceed 5% of the net Plan assets as of the beginning of - ----------------------------------------------------------------------------- the year: - --------
Number of Identity of ------------------- Purchase Selling Party Involved Description of Asset Purchases Sales Price Price - ----------------------------- -------------------------- --------- ------ ------------- ------------- Mutual Funds: *T. Rowe Price International Stock Fund 131 - $ 9,756,091 $ - *T. Rowe Price International Stock Fund - 112 - 12,301,368 *T. Rowe Price New Income Fund 74 6,946,038 - *T. Rowe Price New Income Fund - 205 - 14,204,298 *T. Rowe Price Bond Index Fund 97 - 866,657 - *T. Rowe Price Bond Index Fund - 99 - 708,533 *T. Rowe Price U.S. Treasury Money Market Fund 113 - 27,365,483 - *T. Rowe Price U.S. Treasury Money Market Fund - 131 - 42,452,887 *T. Rowe Price Science and Technology Fund 127 - 31,987,710 - *T. Rowe Price Science and Technology Fund - 118 - 43,528,194 *T. Rowe Price Retirement Strategy Trust-Balanced 91 - 3,824,384 - *T. Rowe Price Retirement Strategy Trust-Balanced - 130 - 3,701,711 *T. Rowe Price Equity Income Fund 120 - 20,393,903 - *T. Rowe Price Equity Income Fund - 125 - 40,114,273 *T. Rowe Price Retirement Strategy Trust-Income Plus 82 - 808,432 - *T. Rowe Price Retirement Strategy Trust-Income Plus - 87 - 415,587 *T. Rowe Price Retirement Strategy-Conservative Growth 110 - 2,106,129 - *T. Rowe Price Retirement Strategy-Conservative Growth - 90 - 1,566,435 Corporate Equity: *CNF Transportation Inc. Common Stock 262 - 67,091,621 - *CNF Transportation Inc. Common Stock - 488 - 78,403,783
Expense Current Value Identity of Lease Incurred with Cost of Incurred with Net Gain Party Involved Description of Asset Rental Transactions Asset Transactions or (Loss) - ---------------- -------------------------- ------ ------------- ----------- ------------- ----------- Mutual Funds: *T. Rowe Price International Stock Fund $ - $ - $ 9,756,091 $ 9,756,091 - *T. Rowe Price International Stock Fund - - 11,015,813 12,301,368 1,285,555 *T. Rowe Price New Income Fund - - 6,946,038 6,946,038 - *T. Rowe Price New Income Fund - - 14,110,845 14,284,298 173,453 *T. Rowe Price Bond Index Fund - - 866,657 866,657 - *T. Rowe Price Bond Index Fund - - 678,709 708,533 29,824 *T. Rowe Price U.S. Treasury Money Market Fund - - 27,365,483 27,365,483 - *T. Rowe Price U.S. Treasury Money Market Fund - - 42,054,884 42,452,887 398,003 *T. Rowe Price Science and Technology Fund - - 31,987,710 31,987,710 - *T. Rowe Price Science and Technology Fund - - 34,888,253 43,528,194 8,639,941 *T. Rowe Price Retirement Strategy Trust-Balanced - - 3,824,384 3,824,384 - *T. Rowe Price Retirement Strategy Trust-Balanced - - 3,023,674 3,701,711 678,037 *T. Rowe Price Equity Income Fund - - 20,393,903 20,393,903 - *T. Rowe Price Equity Income Fund - - 30,266,289 40,114,273 9,847,984 *T. Rowe Price Retirement Strategy Trust-Income Plus - - 808,432 808,432 - *T. Rowe Price Retirement Strategy Trust-Income Plus - - 384,118 415,587 31,469 *T. Rowe Price Retirement Strategy-Conservative Growth - - 2,106,129 2,106,129 - *T. Rowe Price Retirement Strategy-Conservative Growth - 1,353,498 1,566,435 212,937 Corporate Equity: *CNF Transportation Inc. Common Stock - - 67,091,621 67,091,621 - *CNF Transportation Inc. Common Stock - - 74,802,357 78,408,783 3,606,426 *Represents a party-in-interest transaction for the year ended December 31, 1996. Note: Cost is calculated using the moving average method.
The accompanying notes are an integral part of this Schedule. EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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, 333- 26595 and 33-60629. /s/ ARTHUR ANDERSEN LLP Portland, Oregon June 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----