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.