Exhibit 12.b

CNF INC.

COMPUTATION OF RATIOS OF EARNINGS (LOSS) TO COMBINED

FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Year Ended December 31,

(Dollars in thousands)	2002			2001			2000			1999			1998
Combined Fixed Charges and Preferred Stock Dividends:
Interest expense	$	23,558		$	27,992		$	29,972		$	25,972		$	32,627
Capitalized interest		455			864			4,636			5,864			2,342
Amortization of debt expense		1,321			1,064			1,044			908			822
Dividend requirement on Series B Preferred Stock (1)		10,331			10,606			10,808			10,992			12,133
Dividend requirement on preferred securities of subsidiary trust		6,250			6,250			6,250			6,250			6,250
Interest component of rental expense (2)		19,564			25,033			38,161			41,363			40,750
Fixed Charges	$	61,479		$	71,809		$	90,871		$	91,349		$	94,924
Earnings (Loss):
Income (Loss) from continuing operations before taxes (3)	$	146,244		$	(695,933	)	$	261,196		$	332,260		$	253,812
Fixed charges:		61,479			71,809			90,871			91,349			94,924
Capitalized interest		(455	)		(864	)		(4,636	)		(5,864	)		(2,342	)
Preferred dividend requirements (4)		(10,331	)		(10,606	)		(10,808	)		(10,992	)		(12,133	)
	$	196,937		$	(635,594	)	$	336,623		$	406,753		$	334,261
Ratio		3.2	x		(8.9	)x		3.7	x		4.5	x		3.5	x
Deficiency in the coverage of fixed charges by earnings (loss) before fixed charges		—			(707,403	)		—			—			—

(1) Dividends on shares of the Series B cumulative convertible preferred stock are used to pay debt service on notes issued by CNF’s Thrift and Stock Plan.

(2) Estimate of the interest portion of lease payments.

(3) For the year ended December 31, 2001, results included a $652.2 million loss from restructuring charges at Emery and Menlo Worldwide Logistics’ $47.5 million loss from the business failure of a customer.

(4) Preferred stock dividend requirements included in Combined Fixed Charges but not deducted in the determination of Income (Loss) from Continuing Operations Before Income Taxes.