Exhibit 13


               Consolidated Freightways Corporation
                         and Subsidiaries
              Management's Discussion and Analysis of
           Financial Condition and Results of Operations


Comparison of 2001 and 2000

Revenues for the year ended December 31, 2001 decreased 4.9% on  a
tonnage decrease of 3.6%, compared with 2000. The tonnage decrease
primarily reflects the impact of the events of September 11th, the
continued  economic slowdown that began in the fourth  quarter  of
2000,  a higher proportion of lighter weight freight in the system
and  increased  competition.  Shipments  decreased  2.2%  and  the
average  weight per shipment decreased 1.4% to 989  lbs.   Revenue
per  hundredweight decreased 1.9% to $17.33, despite the  benefits
of  an  August  rate increase, due to unfavorable changes  in  the
freight  mix,  including  a  decrease  in  higher-rated  expedited
freight. Revenue per hundredweight was also impacted by a decrease
in  the  fuel surcharge as fuel prices moderated during the  year.
Excluding  the fuel surcharge, revenue per hundredweight decreased
1.5%.  2001  revenues  also reflect a full  year  of  air  freight
forwarding operations, acquired in June 2000, and the shutdown  of
a brokerage subsidiary in July 2001.

Salaries,  wages and benefits decreased 0.9% in 2001 due primarily
to  lower  tonnage  levels.  A 3.4% contractual wage  and  benefit
increase   effective  April  1st,  operational  and  sales   force
incentive  bonuses  and  a  full year of  air  freight  forwarding
operations  negatively impacted the year.  These  increased  costs
were  partially  offset  by improved cross-dock  and  pick-up  and
delivery  efficiencies as a result of process improvement programs
and  increased  use  of  rail services.  Beginning  in  the  third
quarter,  management  made  headcount  reductions  to  adjust   to
continued  lower  business levels.  Total  headcount  was  reduced
approximately 14% in 2001. 2000 included $4.3 million of severance
pay due to an administrative reorganization.

Operating  expenses  decreased 1.2% in 2001.  Excluding  gains  on
sales  of operating properties of $26.1 million in 2001 and  $17.7
million  in 2000, operating expenses increased marginally, despite
lower  tonnage and an 8.6% decrease in the average fuel  cost  per
gallon.  The Company was impacted by an unfavorable change in  the
freight  mix, an increase in the average length of haul and  lower
fuel  efficiency  during 2001.  Additionally,  increased  facility
rental  expense related to expansion of the air freight forwarding
operations  and  the  Company's new  administrative  facility  and
increased  software amortization impacted the year.  Increases  in
operating expenses were partially offset by increased use of  rail
services.

Purchased transportation increased 4.4% due primarily to increased
use of lower cost rail services in strategic lanes.  Rail miles as
a  percentage of inter-city miles increased to 26.8% from 24.4% in
2000.   Increased costs associated with the air freight forwarding
operations were offset by the shutdown of a brokerage subsidiary.

Operating  taxes and licenses decreased 8.5% due to lower  tonnage
levels and a reduction in the fleet.

Claims  and  insurance decreased 15.7% due to  lower  tonnage  and
improved vehicular claims experience.

Depreciation  increased 5.1% due to increased capital expenditures
in  2001.  Capital expenditures were $74.1 million, compared  with
$42.3  million  in  2000, and include the  additions  of  terminal
properties  in  Brooklyn, NY, Laredo, TX,  and  Phoenix,  AZ,  and
revenue equipment, including equipment previously under lease.

The  operating loss was $91.1 million compared with  an  operating
loss of $1.9 million in 2000.  The operating ratio deteriorated to
104.1%  from  100.1%.  The Canadian operations  contributed  $13.1
million  of operating income compared with $12.7 million in  2000.
Excluding  gains on sales of operating properties,  the  operating
loss  was  $117.2 million compared with a $19.6 million  operating
loss in 2000.

Other  expense, net, increased marginally in 2001.  2001  included
increased interest expense on higher average short-term borrowings
and  decreased  investment  income  on  lower  average  short-term
investments.   2000 included a $4.0 million charge for  settlement
of a tax sharing liability with the former parent.

The  Company's 2001 effective tax rate differed from the statutory
federal  rate due to foreign taxes and the recording  of  deferred
tax  valuation  allowances. As a result of domestic losses  during
2001,  the  Company recorded income tax benefits of $41.8  million
and related deferred tax assets of $16.8 million.  However, due to
domestic  cumulative  losses over the past  three  years,  current
accounting   standards   require  the  Company   to   assess   the
realizability  of  its  domestic net deferred  tax  asset  ($102.6
million as of December 31, 2001).  Through the use of tax planning
strategies, involving the sale of appreciated assets, the  Company
has  determined that it is more likely than not that $62.6 million
of its domestic net deferred tax asset as of December 31, 2001 will
be  realized.   A  valuation allowance of  $40  million  has  been
recorded as of December 31, 2001 for the remaining portion of  its
domestic net deferred tax asset.  Until the recent cumulative loss
is  eliminated,  the  Company will continue to  record  additional
valuation  allowance against any tax benefit arising  from  future
domestic   operating  losses.   The  Company   will   assess   the
realizability of its deferred tax assets on an ongoing  basis  and
adjust the valuation allowance as appropriate.


Comparison of 2000 and 1999

Revenues  for  the  year ended December 31,  2000  decreased  1.1%
compared  to  1999  due  to an 8.1% decrease  in  tonnage  levels.
Continued  refinement of the Company's freight profile,  a  higher
proportion of lighter weight freight in the system as  well  as  a
slow  down in the economy in the fourth quarter accounted for  the
decrease  in  tonnage. Shipments decreased 4.8%  and  the  average
weight  per  shipment  decreased 3.5% to 1,003  lbs.  The  tonnage
decrease   was   offset  by  a  7.5%  increase  in   revenue   per
hundredweight  to $17.67 due to rate increases, a  fuel  surcharge
and  a  change  in freight profile. Excluding the fuel  surcharge,
revenue  per  hundredweight increased 4.8%.   Revenues  were  also
impacted by the shutdown of the Company's owner-operator truckload
subsidiary in the first quarter.

Salaries,  wages and benefits decreased 1.3% in 2000 due primarily
to  lower  tonnage levels. However, a 3.4% April contractual  wage
and  benefit increase, lower use of rail services and $4.3 million
of  severance pay due to an administrative reorganization impacted
the  year.  Additionally, the lower freight levels had an  adverse
impact on pick-up and delivery and dock efficiencies.

Operating  expenses  increased 6.2% in 2000.  Excluding  gains  on
sales  of  operating properties of $17.7 million in 2000 and  $3.4
million in 1999, operating expenses increased 9.5%, despite  lower
tonnage.   The  Company was impacted by a 63.8%  increase  in  the
average  fuel  cost per gallon and a change in  freight  mix.   As
noted  above,  the Company had a revenue fuel surcharge  in  place
that  helped  to  mitigate  the impact of  increased  fuel  costs.
Continued  higher  information systems  costs,  revenue  equipment
lease  expense and software amortization, as well as lower use  of
rail services, also impacted the year.

Purchased transportation decreased 13.0% in 2000 due to lower  use
of  rail. Rail miles as a percentage of inter-city miles decreased
to  24.4%  from 27.4% in 1999 due to lower tonnage.  The  decrease
also reflects lower use of owner-operators due to the shutdown  of
the Company's owner-operator subsidiary in the first quarter.

Operating taxes and licenses increased marginally in 2000  as  the
impact  of lower tonnage was offset by higher licensing costs  due
to changes in the fleet.

Claims  and  insurance expense increased 12.5%  in  2000,  despite
lower  tonnage,  due  to  higher  cost  vehicular  accidents   and
increased cargo claims.

Depreciation  decreased 1.1% as a higher proportion of  the  fleet
became fully depreciated.

Operating income decreased $9.8 million in 2000 to a loss of  $1.9
million.   The operating ratio deteriorated to 100.1% from  99.7%.
The  Company's  Canadian operations contributed $12.7  million  of
operating  income  in  2000 compared to  $11.3  million  in  1999.
Excluding  gains on sales of operating properties,  the  operating
loss  was  $19.6 million compared with $4.5 million  of  operating
income in 1999.

Other expense, net increased $6.5 million in 2000 primarily due to
a   $4.0 million charge for settlement of a tax liability with the
former parent, interest expense on tax obligations payable to  the
former  parent and lower investment income on the Company's short-
term  investments.  The Company earned lower investment income  in
2000  as  short-term  investments were used  for  working  capital
needs, capital expenditures and share repurchases.

The  Company's  effective  income  tax  rates  differed  from  the
statutory  federal rate due primarily to foreign and  state  taxes
and non-deductible items.


Risk Factors

Adequate Liquidity: The Company incurred a net loss of $104.3 million
for  the year ended December 31, 2001 and expects to incur further
operating  losses in 2002 due to the continued economic  slowdown.
Cash  used by operating activities was $41.1 million in 2001.  The
Company's  financing requirements to fund operations  and  capital
expenditures and to support letters of credit in 2002 are expected
to  be  approximately $45 to $55 million.   Subsequent to December
31,  2001, the Company secured financing sufficient to meet  these
requirements.

The Company has secured a $45 million financing agreement secured by
real property. In addition, the Company completed a  $4.1  million
financing  agreement secured by revenue equipment  of  a  Canadian
subsidiary  and  is  currently  negotiating  additional  financing
agreements for approximately $25 million, secured by assets of the
Canadian  subsidiaries.  Of this amount, the  Company  has  lender
credit  committee approval and is in the documentation stages  for
approximately  $13 million and expects to receive  funding  during
the   second   quarter  of  2002.   The  Company  has  significant
additional  unleveraged  assets and is  considering  other  asset-
backed  borrowings  and  the  sale  of  surplus  real  properties.
However, there can be no assurance that the Company will  be  able
to  complete these transactions or that they will be on reasonable
terms.

The  Company  has  an existing accounts receivable  securitization
agreement  and an existing real estate backed credit  facility  to
provide  for  working  capital and letter  of  credit  needs.  The
combined   availability  of  funds   under    these      financing
agreements  was  $2.6 million as of December  31,  2001  and  $6.5
million  as  of March 31, 2002.   Consistent with these  types  of
agreements, the availability ranged from $0 to $15 million  during
the  quarter ended March 31, 2002.  The continued availability  of
funds under these agreements requires that the Company comply with
certain financial convenants, the most restrictive of which are to
maintain  a  minimum  EBITDAL (earnings  before  interest,  taxes,
depreciation,  amortization and lease expense)  and  fixed  charge
coverage  ratio.   On April 8, 2002, to cure violations  of  these
covenants  as  of March 31, 2002, the covenants were  amended  for
2002.

The  amended  covenants require the Company to achieve significant
improvements  in  EBITDAL  for  the  remainder  of   2002.    (See
"Liquidity  and  Capital  Resources"  below).   To  achieve  these
improvements,  the  Company  and  the  Board  of  Directors   have
developed plans that include an immediate and continuing reduction
of  workforce in line with lower business levels and expansion  of
programs  aimed  at  increasing  pick-up  and  delivery  and  dock
efficiencies,  increasing load factor and reducing claims  expense
that  have  proved successful at selected terminals  during  2001.
Additionally, starting in the fourth quarter of 2001, the  Company
began  carefully  reviewing  its  business  activities  with   its
customers in an effort to secure additional business and to ensure
that  it is fairly compensated for the services provided.  As part
of  this  plan, the Company began reviewing contract  accounts  as
they came up for renewal during the fourth quarter of 2001 and  is
continuing  this  review in 2002. The Company  and  the  Board  of
Directors  believe that the above actions will  be  sufficient  to
allow  the  Company to meet the amended covenant requirements  for
the  balance  of  2002.   If  the Company  does  not  achieve  the
operating  improvements, it may violate the amended  covenants  in
2002.  Although the Company has previously received amendments  to
the  covenants,  there can be no assurance that  the  lender  will
grant waivers or additional amendments if required.  The inability
of  the  Company  to  meet  its covenants  or  obtain  waivers  or
additional  amendments, if required, would require the Company  to
secure  additional  financing  to fund  operating  activities  and
provide  letters of credit necessary to support its self-insurance
program  in 2002.  Failure to secure letters of credit to  support
the self-insurance program would require the Company to fund state
insurance  programs which would have a material adverse effect  on
the Company's financial position.

Economic   Growth:  The  less-than-truckload  industry  (LTL)   is
affected  by  the state of the overall economy, which affects  the
amount of freight to be transported.  Further deterioration in the
economic  environment  or  failure  of  the  Company  to   improve
operating  performance and achieve a cost structure in  line  with
lower business levels would have a material adverse effect on  the
Company's financial position and results of operations.

Declining Market Share: The Company is faced with a decline of the
"greater  than  1,500 miles" length-of-haul market due  to  market
trends  such  as the "regionalization" of freight due to  just-in-
time   inventory  practices,  distributed  warehousing  and  other
changes  in business processes. Also contributing to this  decline
are longer length-of-haul service offerings by regional and parcel
carriers.  To  grow, the Company must continue to  invest  in  its
infrastructure to become more competitive and efficient in shorter
length-of-haul  lanes, improve efficiencies  in  its  core  longer
length-of-haul  lanes  and develop services tailored  to  customer
needs.   Additionally, continued substantial operating losses  may
result in loss of customers due to lack of confidence.

Price Stability: Continuing pricing discipline amongst competitors
and  reduced  industry capacity has contributed to relative  price
stability over the last several years. Competitive action  through
price   discounting   may  significantly  impact   the   Company's
performance through a reduction in revenue without a corresponding
reduction in cost.

Cyclicality and Seasonality: The months of September, October  and
November  of  each year usually have the highest  business  levels
while  January,  February and December have the lowest.   The  LTL
industry  is affected by seasonal fluctuations, which  affect  the
amount  of  freight  to  be  transported.  Freight  shipments  and
operating results are also adversely affected by inclement weather
conditions.

Market  Risk:  The Company is subject to market risks  related  to
changes  in  interest rates and foreign currency  exchange  rates,
primarily  the  Canadian  dollar  and  Mexican  peso.   Management
believes  that  the  impact on the Company's  financial  position,
results of operations and cash flows from fluctuations in interest
rates  and  foreign currency exchange rates would not be material.
Consequently,   management  does  not  currently  use   derivative
instruments to manage these risks; however, it may do  so  in  the
future.

Inflation:  As  discussed  above, the  Company  experienced  lower
average  fuel  costs per gallon in 2001 than 2000.   However,  the
cost  per  gallon still exceeded historical norms.  The  Company's
rules tariff implements a fuel surcharge when the average cost per
gallon of on-highway diesel fuel exceeds $1.10, as determined from
the  Energy  Information  Administration  of  the  Department   of
Energy's  publication of weekly retail on-highway  diesel  prices.
This  provision of the rules tariff became effective in July  1999
and remains in effect. However, there can be no assurance that the
Company  will  be able to maintain this surcharge or  successfully
implement such surcharges in response to increased fuel  costs  in
the future.


Critical Accounting Policies

Management  considers  as  its most critical  accounting  policies
those   that   require  the  use  of  estimates  and  assumptions,
specifically, self-insurance reserves, deferred tax valuations and
pension  and  post-retirement benefit liabilities.  In  developing
these   estimates   and  assumptions,  the  Company   takes   into
consideration historical experience, current and expected economic
conditions and, in certain cases, actuarial analysis.  The Company
continually reviews these factors and makes adjustments as needed.
Actual results could differ from these estimates and could have  a
material  adverse effect on the Company's financial  position  and
results  of  operations.   Please  refer  to  the  Notes  to   the
Consolidated Financial Statements for a full discussion  of  these
accounting policies.


2002 Outlook

The  economic  slowdown has continued to adversely impact  tonnage
levels during the first quarter of 2002.  The Company expects that
tonnage levels in the first quarter will decrease approximately 8%
from  the fourth quarter of 2001.  Return to profitability by  the
latter portion of 2002 will be dependent on an improvement in  the
economic environment, improved operating performance and alignment
of  costs  with lower business levels.  In the interim, management
will   continue  with  aggressive  cost  control  plans  to  align
operating  costs with lower business levels.  These plans  include
an  immediate and continuing reduction of workforce and  expansion
of  programs  aimed  at increasing pick-up and delivery  and  dock
efficiencies,  increasing load factor and reducing claims  expense
that  have  proved successful at selected terminals  during  2001.
Starting  in  the  fourth  quarter  of  2001,  the  Company  began
carefully reviewing its business activities with its customers  in
an  effort to secure additional business and to ensure that it  is
fairly  compensated for the services provided.  As  part  of  this
plan,  the Company began reviewing contract accounts as they  came
up for renewal during the fourth quarter of 2001 and is continuing
this  review  in  2002.   Further deterioration  in  the  economic
environment or failure of the Company to achieve a cost  structure
in  line  with lower business levels would have a material adverse
effect  on  the  Company's  financial  position  and  results   of
operations.

On  April 1, 2002, a 2.0% wage and benefit increase will  go  into
effect  for  employees  covered by  the  National  Master  Freight
Agreement.  The  increase is expected to add  approximately  $13.5
million of expense in 2002.    Please refer to "Other" below for a
discussion of the National Master Freight Agreement.

As   discussed  in  Note  9  "Stock  Compensation  Plans"  in  the
Consolidated  Financial Statements, the Company has various  stock
incentive  plans  under which restricted stock has  been  granted.
There were 82,750 restricted shares that had not achieved the pre-
determined  stock price required for vesting as  of  December  31,
2001.  The  pre-determined stock prices range between  $10.03  and
$20.00.  Compensation expense will be recognized for those  shares
if  the  stock  price meets the required levels by May  12,  2002;
otherwise, the shares will be forfeited.

Recent Accounting Pronouncements

In  June  2001,  the Financial Accounting Standards  Board  (FASB)
issued  Statement  of  Financial  Accounting  Standards  No.   142
"Goodwill  and  Other Intangibles" (SFAS 142)  and  SFAS  No.  143
"Accounting  for Asset Retirement Obligations" (SFAS  143).   SFAS
142  requires that goodwill and other intangible assets that  have
indefinite  lives no longer be amortized, but will be  subject  to
impairment  review  annually.  Intangible  assets  with  estimated
finite  useful lives will continue to be amortized.   The  Company
will  adopt  SFAS 142 effective January 1, 2002.  The  Company  is
currently  evaluating approximately $2.1 million of  goodwill  for
impairment  under SFAS 142.  SFAS 143 will require that  the  fair
value  of  a  liability  for  an asset  retirement  obligation  be
recognized  in the period in which it is incurred if a  reasonable
estimate  of  the  fair value can be made.  The  associated  asset
retirement  costs  will be capitalized as  part  of  the  carrying
amount of the asset.  This statement is effective for fiscal years
beginning after June 15, 2002.  The Company expects that  adoption
of this statement will not have a material effect on the Company's
financial position or results of operations.

In  August 2001, the FASB issued SFAS No. 144 "Accounting for  the
Impairment  or  Disposal  of Long-Lived  Assets."  This  statement
supercedes  current accounting guidance relating to the impairment
of  long-lived assets and provides a single accounting methodology
to  be  applied  to  all  long-lived assets  to  be  disposed  of,
including  discontinued operations.  This statement  is  effective
for  fiscal  years beginning after December 15, 2001. The  Company
expects  that adoption of this statement will not have a  material
effect   on  the  Company's  financial  position  or  results   of
operations.


LIQUIDITY AND CAPITAL RESOURCES

Current Requirements

The  Company's  financing  requirements  to  fund  operations  and
capital  expenditures and to support letters of credit in 2002 are
expected  to  be  approximately $45 to $55 million.   The  Company
anticipates  funding  these requirements  using  the  availability
under  its  existing credit facilities and the proceeds from  real
estate  and  other  asset-backed  financings,  each  of  which  is
discussed below.

In  February  2002,  the Company secured a $45  million  financing
agreement  secured  by  real property, of which  $20  million  was
funded  in February.  Under the agreement, the Company contributed
real  property with a net book value of approximately $21  million
to  CFCD  2002  LLC, a wholly owned, consolidated special  purpose
company.  CFCD 2002 LLC used the properties as collateral for  the
borrowings.  Borrowings  bear interest at  LIBOR  plus  375  basis
points.  Principal and interest payments are due monthly over a 15-
year  period.  The $20 million of proceeds was  used  to  pay down
short-term  borrowings  under the Company's  $200  million  credit
facility discussed below.  Subsequent to the paydown, the  Company
issued  a  $20  million letter of credit under  the  $200  million
credit  facility  to  support  its  self-insurance  program.   The
remaining $25 million commitment is expected to be fully funded in
April 2002.

Also  in  February 2002, the Company completed a three-year,  $4.1
million  financing  agreement secured by revenue  equipment  of  a
Canadian  subsidiary.   The  borrowings  bear  interest  at  7.2%.
Principal  and  interest  are payable  monthly.   The  Company  is
currently   negotiating   additional  financing   agreements   for
approximately  $25  million, secured by  assets  of  the  Canadian
subsidiaries.   Of  this amount, the Company has credit  committee
approval and is in the documentation stages for approximately  $13
million  and expects to receive funding during the second  quarter
of 2002.  However, there can be no assurance that the Company will
be  able  to  complete these transactions or that the final  terms
will be reasonable.

The  Company  is  focused on improving both  short  and  long-term
liquidity.   The  Company  has significant additional  unleveraged
assets  and is considering other asset-backed borrowings  and  the
sale  of  surplus  real  properties.  However,  there  can  be  no
assurance  that  the  Company  will  be  able  to  complete  these
transactions or that they will be on reasonable terms.

If  business  conditions  and  the Company's  performance  do  not
improve and the Company is unable to align its cost structure with
lower  business levels, cash requirements to fund operations could
be significantly higher than anticipated and would have a material
adverse  effect  on  the Company's financial  position  and  would
require  additional  financing. The  ability  of  the  Company  to
continue to fund operations and meet its obligations as they  come
due  will be dependent on reducing operating losses and completing
the financing agreements discussed above.

As   discussed  in  Note  2  "Summary  of  Significant  Accounting
Policies" in the Consolidated Financial Statements, the Company is
required  to  post letters of credit to support its self-insurance
program.   Letters  of credit outstanding to support  the  program
were  $90  million as of December 31, 2001, and were issued  under
the  Company's  $200  million  credit facility,  discussed  below.
Subsequent  to December 31, 2001, the Company issued an additional
$27 million of letters of credit to support this program.  Adverse
economic  conditions in the insurance market  or  failure  of  the
Company  to  improve  operating performance could  result  in  the
Company being required to post additional letters of credit in the
fourth  quarter of 2002 in excess of regular increases.  Inability
of  the  Company to continue to issue letters of credit under  its
$200 million credit facility to support its self insurance program
would   require  the  Company  to  secure  alternative   financing
arrangements.   Failure  to  secure  these  alternative  financing
arrangements  would  require the Company to fund  state  insurance
programs  which  would  have  a material  adverse  effect  on  the
Company's financial position.


Existing Financing Agreements

In  April  2001, the Company entered into a $200 million  accounts
receivable securitization agreement to provide for working capital
and  letter  of  credit needs.  Under the agreement,  the  Company
sells or contributes, on a continuous basis, trade receivables  to
CF  Funding  LLC  (Funding), a wholly owned, consolidated  special
purpose  company.  Funding uses the receivables as collateral  for
borrowings  and letters of credit.  Letters of credit are  limited
to  $150  million  and borrowings are limited to  an  agreed  upon
availability   calculation   of  eligible   accounts   receivable.
Borrowings bear interest at LIBOR, plus a margin (250 basis points
at December 31, 2001). The agreement expires in April 2006.  As of
December   31,  2001,  there  were  $49.9  million  of  short-term
borrowings  and  $98.4 million of letters of  credit  outstanding.
As  of  March  31,  2002,  there were $3.7 million  of  short-term
borrowings  and  $128.8 million of letters of credit  outstanding.
Availability  of the remaining borrowing capacity is dependent  on
the  calculation of eligible accounts receivable which is  subject
to   business   level   fluctuations  which  may   further   limit
availability.

In October 2001, the Company entered into a six-month, $50 million
revolving credit agreement with the same lender, secured  by  real
property  with a net book value of approximately $53  million,  to
provide  for  short-term working capital needs and  other  general
corporate purposes.  As of December 31, 2001, the Company had  $34
million of short-term borrowings outstanding, bearing interest  at
LIBOR  plus  350 basis points. In February 2002, the term  of  the
facility was extended until February 2004 with borrowings  limited
to  a  maximum of $42 million.   Borrowings bear interest at Prime
plus  500  basis points, with a minimum rate of 10%. The agreement
contains  mandatory  paydown provisions using  a  portion  of  the
proceeds  of  future debt offerings and asset  sales,  which  will
limit  future  availability.   As of March 31,  2002,  outstanding
borrowings were $34.7 million.

The  combined  availability  of funds under  the  above  financing
agreements  was  $2.6 million as of December  31,  2001  and  $6.5
million  as  of March 31, 2002.   Consistent with these  types  of
agreements, the availability ranged from $0 to $15 million  during
the  quarter ended March 31, 2002.  The continued availability  of
funds  under the above agreements requires that the Company comply
with  certain financial convenants, the most restrictive of  which
are  to  maintain  a  minimum EBITDAL (earnings  before  interest,
taxes,  depreciation, amortization and lease  expense)  and  fixed
charge  coverage ratio.  To cure violations of these covenants  as
of  March  31, 2002, the covenants were amended on April 8,  2002.
The  following  are the minimum EBITDAL and fixed charge  coverage
ratio  covenant  requirements  for  2002.   The  Company's  actual
EBITDAL  and  fixed  charge coverage ratio were $(10,723,000)  and
(1.17) to 1, respectively, for the quarter ended March 31, 2002.



Minimum Required Covenant Levels

(Dollars in thousands)
                                      Fixed
                                      Charge
Quarter Ended             EBITDAL     Coverage
                                      Ratio

March 31, 2002           $(13,300)    (1.80)
June 30, 2002             (16,400)    (1.20)
September 30, 2002          1,400     (0.30)
December 31, 2002          20,500      0.20


If  the  Company  does  not improve operating performance  through
improved business levels and additional cost reduction efforts, it
may  violate  the  amended covenants in 2002.   There  can  be  no
assurance  that  the  lender  will  grant  waivers  or  additional
amendments  if required.   Failure to obtain waivers or additional
amendments, if required, would have a material adverse  effect  on
the Company's financial position.


Cash Flows for the Year Ended December 31, 2001 and 2000

Cash  and  cash equivalents were $28.1 million as of December  31,
2001.   Net cash used by operating activities of $41.1 million  in
2001  compares with $21.1 million provided by operating activities
for  2000.   The decrease was due primarily to increased operating
losses, adjusted for non-cash items.

Net  cash  used by investing activities of $61.6 million  compares
with  $22.7 million in 2000.  The increase primarily reflects  the
additions of terminal properties in Brooklyn, NY, Laredo, TX,  and
Phoenix, AZ, and revenue equipment, including equipment previously
under  lease.   The  Company expects capital  expenditures  to  be
approximately $7 million for 2002, primarily for the  purchase  of
revenue and miscellaneous equipment, but has the ability to  defer
these expenditures into future years.

Net cash provided by financing activities of $84.2 million in 2001
primarily  reflects net short-term borrowings under the  Company's
credit facilities.  Net borrowings of $83.9 million compares  with
net  repayments of $0.7 million in 2000.  The increased borrowings
were   used   to  fund  the  operating  activities   and   capital
expenditures discussed above.

As  of December 31, 2001, the Company's ratio of long-term debt to
total capital was 9.2% compared with 5.6% as of December 31, 2000.
The  current  ratio was 1.0 to 1 and 1.3 to 1 as of  December  31,
2001 and 2000, respectively.

The  following table presents the Company's cash obligations under
operating   lease   and   long-term  debt  agreements,   including
agreements  entered  into  subsequent to  December  31,  2001,  as
discussed  above.    Please refer to Note  5  "Debt"  and  Note  6
"Leases" in the Company's Consolidated Financial Statements.


Contractual Cash Obligations

(Dollars in thousands)

                                   Agreements
                                    Entered
                                     Into
                                  Subsequent to
              Agreements as of    December 31,   Interest
              December 31, 2001       2001          on
 Payable    Operating   Long-Term   Long-Term    Long-Term
   In        Leases       Debt        Debt (a)    Debt (b)    Total

  2002     $ 26,429    $     --   $  1,664    $   1,942     $ 30,035
  2003       24,397       1,000      2,351        2,191       29,939
  2004       22,677      14,100      2,510        1,408       40,695
  2005       14,177          --      1,510        1,106       16,793
  2006        5,161          --      1,201        1,034        7,396
Thereafter   15,781          --     17,264        5,646       38,691
           $108,622    $ 15,100  $  26,500    $  13,327     $163,549


(a)  Reflects agreements funded as of April 12, 2002.
(b)  Assumes no change in LIBOR rate.



Other

As  of  December 31, 2001, 81% of the Company's domestic employees
were   represented   by  various  labor  unions,   primarily   the
International Brotherhood of Teamsters (IBT). The Company and  the
IBT  are  parties to the National Master Freight Agreement,  which
expires  on March 31, 2003. Although the Company believes it  will
be  able  to successfully negotiate a new contract with  the  IBT,
there  can be no assurance that it will be able to do so, or  that
work  stoppages  will not occur, or that the  terms  of  any  such
contract  will not be substantially less favorable than  those  of
the  existing contract, any of which could have a material adverse
effect  on  the  Company's  financial  position  and  results   of
operations.

The Company has received notices from the Environmental Protection
Agency   (EPA)  and  others  that it  has  been  identified  as  a
potentially   responsible  party  (PRP)  under  the  Comprehensive
Environmental Response Compensation and Liability Act (CERCLA)  or
other   Federal  and  state  environmental  statutes  at   various
Superfund  sites.  Under CERCLA, PRP's are jointly  and  severally
liable  for  all  site remediation and expenses.  Based  upon  the
advice of local environmental attorneys and cost studies performed
by  environmental engineers hired by the EPA (or other Federal  or
state agencies), the Company believes its obligations with respect
to  such  sites  would not have a material adverse effect  on  its
financial position or results of operations.

On  February 9, 2001, Henry C. Montgomery was elected to the Board
of  Directors  for  a  one-year term, replacing  John  M.  Lillie.
Raymond F. O'Brien resigned from the Board of Directors on May  24,
2001. On August 2, 2001, Patrick J. Brady resigned as Senior  Vice
President-Sales  and  Marketing.  He was succeeded  by  Martin  W.
Larson,  who  previously served as Chief Information  Officer  and
Vice President of eCommerce.

Certain  statements included or incorporated by  reference  herein
constitute  "forward-looking statements"  within  the  meaning  of
Section 27A of the Securities Act of 1933, as amended, and Section
21E  of  the Securities Exchange Act of 1934, as amended, and  are
subject to a number of risks and uncertainties.  Any such forward-
looking  statements included or incorporated by  reference  herein
should  not  be  relied  upon  as predictions  of  future  events.
Certain such forward-looking statements can be identified  by  the
use  of forward-looking terminology such as "believes," "expects,"
"may,"  "will,"  "should,"  "seeks,"  "approximately,"  "intends,"
"plans,"  "pro  forma,"  "estimates,"  or  "anticipates"  or   the
negative   thereof  or  other  variations  thereof  or  comparable
terminology,  or by discussions of strategy, plans or  intentions.
Such  forward-looking  statements  are  necessarily  dependent  on
assumptions,  data or methods that may be incorrect  or  imprecise
and  they may be incapable of being realized.  In that regard, the
following  factors,  among  others, and  in  addition  to  matters
discussed  elsewhere  herein  and  in  documents  incorporated  by
reference herein, could cause actual results and other matters  to
differ  materially from those in such forward-looking  statements:
general  economic  conditions;  general  business  conditions   of
customers  served and other shifts in market demand; increases  in
domestic  and  international competition; pricing pressures,  rate
levels   and  capacity  in  the  motor-freight  industry;   future
operating  costs such as employee wages and benefits, fuel  prices
and  workers  compensation  and  self-insurance  claims;  weather;
environmental and tax matters; changes in governmental regulation;
technology  costs;  legal claims; timing  and  amount  of  capital
expenditures; and failure to execute operating plans, freight  mix
adjustment   plans,  yield  improvements  efforts,   process   and
operations improvements, cost reduction efforts, customer  service
initiatives; pension funding requirements; and financing needs and
availability.   As a result of the foregoing, no assurance can  be
given as to future results of operations or financial condition.



                      CONSOLIDATED FREIGHTWAYS CORPORATION
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                 December 31,
                          (Dollars in thousands)



                                                        2001             2000

ASSETS

Current Assets
  Cash and cash equivalents (Note 2)                $   28,067       $   46,523
  Trade accounts receivable, net  (Note 2)             292,851          334,155
  Other accounts receivable                              6,045            8,742
  Operating supplies, at lower of average cost
      or market                                          6,670            8,419
  Prepaid expenses                                      35,772           41,286
  Deferred income taxes  (Note 7)                       59,897           70,610
    Total Current Assets                               429,302          509,735


Property, Plant and Equipment, at cost (Notes 2 and 5)
  Land                                                  87,024           81,697
  Buildings and improvements                           353,102          350,137
  Revenue equipment                                    519,546          518,086
  Other equipment and leasehold improvements           158,963          149,123
                                                     1,118,635        1,099,043
  Accumulated depreciation and amortization           (761,044)        (750,249)
                                                       357,591          348,794

Other Assets
  Deposits and other assets  (Note 2)                   93,687           68,153
                                                        93,687           68,153

Total Assets                                        $  880,580       $  926,682


           The accompanying notes are an integral part of these statements.


                     CONSOLIDATED FREIGHTWAYS CORPORATION
                             AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                 December 31,
                           (Dollars in thousands)


                                                         2001            2000

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                  $   85,043      $   97,741
  Accrued liabilities  (Note 4)                        189,361         211,043
  Accrued claims costs  (Note 2)                        85,593          86,674
  Federal and other income taxes  (Note 7)               2,264               -
  Short-term borrowings (Note 5)                        83,900               -
    Total Current Liabilities                          446,161         395,458

Long-Term Liabilities
  Long-term debt   (Note 5)                             15,100          15,100
  Accrued claims costs  (Note 2)                        94,187          99,074
  Employee benefits (Note 8)                           124,284         120,317
  Deferred income taxes  (Note 7)                        1,978           6,282
  Other liabilities (Note 2)                            50,631          38,267
    Total Liabilities                                  732,341         674,498

Shareholders' Equity
Preferred stock, $.01 par value; authorized
   5,000,000 shares; issued none                             -               -
Common stock, $.01 par value; authorized
   50,000,000 shares; issued 23,133,848 shares             231             231
Additional paid-in capital                              74,020          75,767
Accumulated other comprehensive loss                   (13,712)        (11,293)
Retained earnings                                       95,814         200,067
Treasury stock, at cost  (926,102 and 1,436,712
   shares, respectively)                                (8,114)        (12,588)
  Total Shareholders' Equity                           148,239         252,184

Total Liabilities and Shareholders' Equity            $880,580        $926,682



     The accompanying notes are an integral part of these statements.


<TABLE>
<CAPTION>
                                     CONSOLIDATED FREIGHTWAYS CORPORATION
                                              AND SUBSIDIARIES
                                    STATEMENTS OF CONSOLIDATED OPERATIONS
                                           Years Ended December 31,
                                  (Dollars in thousands except per share data)



                                                         2001            2000            1999
<S>                                                 <C>             <C>             <C>
REVENUES                                             $ 2,237,703     $ 2,352,368     $ 2,379,000

COSTS AND EXPENSES
    Salaries, wages and benefits                       1,482,922       1,496,663       1,516,978
    Operating expenses (Note 2)                          446,248         451,882         425,580
    Purchased transportation                             216,906         207,788         238,944
    Operating taxes and licenses                          63,913          69,825          69,382
    Claims and insurance                                  64,182          76,176          67,685
    Depreciation                                          54,619          51,961          52,556
                                                       2,328,790       2,354,295       2,371,125
OPERATING INCOME (LOSS)                                  (91,087)         (1,927)          7,875

OTHER INCOME (EXPENSE)
  Investment income                                          670           1,490           2,688
  Interest expense (Note 2)                               (8,361)         (4,883)         (4,160)
  Miscellaneous, net                                        (818)         (4,904)           (375)
                                                          (8,509)         (8,297)         (1,847)


Income (loss) before income taxes (benefits)             (99,596)        (10,224)          6,028
Income taxes (benefits) (Note 7)                           4,657          (2,659)          3,315

NET INCOME (LOSS)                                    $  (104,253)    $    (7,565)    $     2,713

Basic average shares outstanding (Note 2)             21,995,874      21,492,130      22,349,997
Diluted average shares outstanding (Note 2)           21,995,874      21,492,130      22,556,275

Basic Earnings (Loss) per Share  (Note 2)            $    (4.74)     $    (0.35)     $     0.12

Diluted Earnings (Loss) per Share  (Note 2)          $    (4.74)     $    (0.35)     $     0.12


<FN>
                                The accompanying notes are an integral part of these statements.
</TABLE>


<TABLE>
<CAPTION>
                         CONSOLIDATED FREIGHTWAYS CORPORATION
                                     AND SUBSIDIARIES
                            STATEMENTS OF CONSOLIDATED CASH FLOWS
                                   Years Ended December 31,
                                   (Dollars in thousands)

                                                                             2001        2000        1999
<S>                                                                     <C>          <C>         <C>
Cash and Cash Equivalents, Beginning
  of Year                                                                $  46,523    $ 49,050    $ 123,081

Cash Flows from Operating Activities
  Net income (loss)                                                       (104,253)     (7,565)       2,713
  Adjustments to reconcile net income (loss) to net
    cash provided (used) by operating activities:
    Depreciation and amortization                                           65,952      59,152       58,363
    Increase (decrease) in deferred income taxes (Note 7)                    6,409     (21,690)     (15,379)
    Gains from property disposals, net (Notes 2 and 7)                     (25,922)    (17,514)      (4,286)
    Issuance of common stock under stock and
       benefit plans (Notes 8 and 9)                                         2,420       2,660          289
    Changes in assets and liabilities:
      Receivables                                                           44,001       8,478      (48,064)
      Accounts payable                                                     (12,698)     (3,733)      13,840
      Accrued liabilities                                                  (20,682)      8,156       14,759
      Accrued claims costs                                                  (5,968)      9,294          (93)
      Income taxes                                                           2,264     (16,883)       2,710
      Employee benefits                                                      3,967      (1,466)       4,547
      Other                                                                  3,457       2,244       (7,886)
Net Cash Provided (Used) by Operating Activities                           (41,053)     21,133       21,513

Cash Flows from Investing Activities
  Capital expenditures                                                     (74,068)    (42,348)     (67,273)
  Software expenditures                                                     (2,803)     (5,963)     (27,938)
  Proceeds from sales of property                                           15,261      26,785       12,308
  Acquisition of FirstAir Inc., net of cash acquired (Note 3)                    -      (1,176)           -
Net Cash Used by Investing Activities                                      (61,610)    (22,702)     (82,903)

Cash Flows from Financing Activities
  Net proceeds from (repayments of) short-term borrowings                   83,900        (691)           -
  Proceeds from exercise of stock options                                      307           -            -
  Purchase of treasury stock                                                     -        (267)     (12,641)
Net Cash Provided (Used) by Financing Activities                            84,207        (958)     (12,641)

Decrease in Cash and Cash Equivalents                                      (18,456)     (2,527)     (74,031)

Cash and Cash Equivalents, End of Year                                   $  28,067    $ 46,523    $  49,050


Supplemental Disclosure
Cash paid (received) for income taxes                                    $   (7,573)  $ 19,731    $  14,469
Cash paid for interest                                                   $    6,868   $  1,606    $   2,349


<FN>
                         The accompanying notes are an integral part of these statements.
</TABLE>

<TABLE>
<CAPTION>

                          CONSOLIDATED FREIGHTWAYS CORPORATION
                                    AND SUBSIDIARIES
                    STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
                                (Dollars in thousands)



                                                        Common Stock        Additional
                                                Number of                     Paid-in
                                                Shares             Amount     Capital

<S>                                          <C>               <C>           <C>
Balance, December 31, 1998                    23,066,905        $    231      $ 77,303

 Comprehensive income (Note 2)
    Net income                                         -               -             -
    Foreign currency translation adjustment            -               -             -
 Total comprehensive income
 Purchase of 1,407,725 treasury shares                 -               -             -
 Issuance of 21,720 treasury shares under
   employee stock plans                                -               -            98
 Issuance of common stock under employee
   stock plans                                    66,943               -             5

Balance, December 31, 1999                    23,133,848             231        77,406

 Comprehensive loss (Note 2)
    Net loss                                           -               -             -
    Foreign currency translation adjustment            -               -             -
 Total comprehensive loss
 Purchase of 60,000 treasury shares                    -               -             -
 Issuance of 69,045 treasury shares under
   employee stock plans (Note 9)                       -               -          (359)
 Issuance of 390,707 treasury shares under
   employee benefit plan (Note 8)                      -               -        (1,185)
 Issuance of 27,227  treasury shares for
   payment of non-employee director fees               -               -           (95)

Balance, December 31, 2000                    23,133,848             231        75,767

 Comprehensive loss (Note 2)
    Net loss                                           -               -             -
    Foreign currency translation adjustment            -               -             -
 Total comprehensive loss
 Issuance of 46,438  treasury shares under
   employee stock plans (Note 9)                       -               -          (128)
 Issuance of 57,000  treasury shares under
   employee stock option plan  (Note 9)                -               -          (230)
 Issuance of 407,173 treasury shares under
   employee benefit plan (Note 8)                      -               -        (1,389)

Balance, December 31, 2001                    23,133,848        $     231     $  74,020

<FN>

                                             The accompanying notes are an integral part of these statements.

</TABLE>

<TABLE>
<CAPTION>
                                                           CONSOLIDATED FREIGHTWAYS CORPORATION
                                                                      AND SUBSIDIARIES
                                                        STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
                                                                  (Dollars in thousands)


                                              Accumulated
                                                 Other
                                            Comprehensive        Retained        Treasury
                                             Income (Loss)       Earnings     Stock, at cost      Total


<S>                                         <C>               <C>             <C>              <C>
Balance, December 31, 1998                   $  (11,565)       $   204,919     $  (4,170)       $  266,718

 Comprehensive income (Note 2)
    Net income                                        -              2,713             -             2,713
    Foreign currency translation adjustment       1,478                  -             -             1,478
 Total comprehensive income                                                                          4,191
 Purchase of 1,407,725 treasury shares                -                  -       (12,641)          (12,641)
 Issuance of 21,720 treasury shares under
   employee stock plans                               -                  -           191               289
 Issuance of common stock under employee
   stock plans                                        -                  -             -                 5

Balance, December 31, 1999                      (10,087)           207,632       (16,620)          258,562

 Comprehensive loss (Note 2)
    Net loss                                          -             (7,565)            -            (7,565)
    Foreign currency translation adjustment      (1,206)                 -             -            (1,206)
 Total comprehensive loss                                                                           (8,771)
 Purchase of 60,000 treasury shares                   -                  -          (267)             (267)
 Issuance of 69,045 treasury shares under
   employee stock plans (Note 9)                      -                  -           609               250
 Issuance of 390,707 treasury shares under
   employee benefit plan (Note 8)                     -                  -         3,450             2,265
 Issuance of 27,227  treasury shares for
   payment of non-employee director fees              -                  -           240               145

Balance, December 31, 2000                      (11,293)           200,067       (12,588)          252,184

 Comprehensive loss (Note 2)
    Net loss                                          -           (104,253)           -           (104,253)
    Foreign currency translation adjustment      (2,419)                 -            -             (2,419)
 Total comprehensive loss                                                                         (106,672)
 Issuance of 46,438  treasury shares under
   employee stock plans (Note 9)                      -                  -          407                279
 Issuance of 57,000  treasury shares under
   employee stock  option plan  (Note 9)              -                  -          537                307
 Issuance of 407,173 treasury shares under
   employee benefit plan (Note 8)                     -                  -        3,530              2,141

Balance, December 31, 2001                   $  (13,712)       $    95,814     $ (8,114)        $  148,239


<FN>
                                             The accompanying notes are an integral part of these statements.
</TABLE>



              CONSOLIDATED FREIGHTWAYS CORPORATION
                        AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Description of Business

Description  of  Business: Consolidated  Freightways  Corporation
(the     Company)    primarily    provides    less-than-truckload
transportation,   air  freight  forwarding   and   supply   chain
management  services throughout the United States and Canada,  as
well  as  in  Mexico  through a joint venture, and  international
freight  services  between the United States  and  more  than  80
countries.  The Company, incorporated in the state  of  Delaware,
consists  of Consolidated Freightways Corporation of Delaware,  a
nationwide motor carrier, and its Canadian operations,  including
Canadian  Freightways  Ltd.,  Epic Express,  Milne  &  Craighead,
Interport  Sufferance Warehouses, Blackfoot Logistics, and  other
related businesses; CF AirFreight Corporation, a non-asset  based
provider of domestic and international air freight forwarding and
full  and  less-than-container load ocean freight transportation;
Redwood  Systems, Inc., a non-asset based supply chain management
services  provider;  CF  Risk  Management,  a  captive  insurance
company; and CF Funding LLC, a wholly owned, consolidated special
purpose company.

Liquidity,  Management's Plan and Subsequent Events: The  Company
incurred  a  net loss of $104.3 million for the year ended December
31,  2001 and expects to incur further operating losses  in  2002
due  to  the continued economic slowdown. Cash used by  operating
activities  was  $41.1 million in 2001. The  Company's  financing
requirements to fund operations and capital expenditures  and  to
support   letters  of  credit  in  2002  are   expected   to   be
approximately  $45 to $55 million.   Subsequent to  December  31,
2001,  the  Company secured financing sufficient  to  meet  these
requirements.

The Company has secured a $45 million financing agreement secured by
real property. In addition, the Company completed a $4.1  million
financing  agreement secured by revenue equipment of  a  Canadian
subsidiary  and  is  currently negotiating  additional  financing
agreements  for approximately $25 million, secured by  assets  of
the  Canadian  subsidiaries.  Of this  amount,  the  Company  has
lender  credit  committee approval and is  in  the  documentation
stages  for  approximately $13 million  and  expects  to  receive
funding  during  the  second quarter of 2002.   The  Company  has
significant  additional  unleveraged assets  and  is  considering
other  asset-backed  borrowings and  the  sale  of  surplus  real
properties.  However, there can be no assurance that the  Company
will be able to complete these transactions or that they will  be
on reasonable terms.

The  Company  has an existing accounts receivable  securitization
agreement  and an existing real estate backed credit facility  to
provide  for  working  capital and letter of  credit  needs.  The
combined  availability  of funds under  the  accounts  receivable
securitization  agreement and real estate backed credit  facility
was   $2.6  million  as  of  December  31,  2001.  The  continued
availability  of funds under these agreements requires  that  the
Company  comply  with  certain  financial  convenants,  the  most
restrictive of which are to maintain a minimum EBITDAL  (earnings
before  interest,  taxes, depreciation,  amortization  and  lease
expense) and fixed charge coverage ratio.   On April 8, 2002,  to
cure  violations  of these covenants as of March  31,  2002,  the
covenants were amended for 2002.

The  amended covenants require the Company to achieve significant
improvements in EBITDAL for the remainder of 2002.  (See  Note  5
"Debt").   To  achieve these improvements, the  Company  and  the
Board of Directors have developed plans that include an immediate
and continuing reduction of workforce in line with lower business
levels and expansion of programs aimed at increasing pick-up  and
delivery  and  dock  efficiencies,  increasing  load  factor  and
reducing  claims expense that have proved successful at  selected
terminals  during 2001.   Additionally, starting  in  the  fourth
quarter  of  2001,  the  Company began  carefully  reviewing  its
business  activities with its customers in an  effort  to  secure
additional  business and to ensure that it is fairly  compensated
for  the  services provided.  As part of this plan,  the  Company
began  reviewing contract accounts as they came  up  for  renewal
during  the fourth quarter of 2001 and is continuing this  review
in  2002. The Company and the Board of Directors believe that the
above actions will be sufficient to allow the Company to meet the
amended  covenant requirements for the balance of 2002.   If  the
Company  does  not  achieve the operating  improvements,  it  may
violate the amended covenants in 2002.  Although the Company  has
previously received amendments to the covenants, there can be  no
assurance  that  the  lender  will grant  waivers  or  additional
amendments if required.  The inability of the Company to meet its
covenants   or  obtain  waivers  or  additional  amendments,   if
required,   would  require  the  Company  to  secure   additional
financing  to  fund operating activities and provide  letters  of
credit  necessary to support its self-insurance program in  2002.
Failure to secure letters of credit to support the self-insurance
program  would  require  the  Company  to  fund  state  insurance
programs  which  would  have a material  adverse  effect  on  the
Company's financial position.


2.   Summary of Significant Accounting Policies

Principles   of  Consolidation:  The  accompanying   consolidated
financial statements include the accounts of the Company and  its
wholly  owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated.

Cash  and  Cash Equivalents: The Company considers highly  liquid
investments  with a maturity at acquisition of  three  months  or
less  to be cash equivalents.  As of December 31, 2001 and  2000,
$22,838,000  and $32,263,000, respectively, of drafts outstanding
were  included  in  Accounts Payable in the Consolidated  Balance
Sheets.

Trade Accounts Receivable, Net: Trade accounts receivable are net
of  allowances of $11,627,000 and $12,887,000 as of December  31,
2001 and 2000, respectively.

Property,  Plant  and  Equipment, at cost:  Property,  plant  and
equipment  are  depreciated on a straight-line basis  over  their
estimated  useful  lives,  which  are  generally  25  years   for
buildings and improvements, 6 to 10 years for tractor and trailer
equipment  and 3 to 10 years for most other equipment.  Leasehold
improvements are amortized over the shorter of the terms  of  the
respective leases or the useful lives of the assets. Expenditures
for  equipment maintenance and repairs are charged  to  operating
expenses as incurred; betterments are capitalized.

Gains  or  losses on sales of equipment and operating  properties
are   recorded  in  Operating  Expenses  in  the  Statements   of
Consolidated Operations.  Gains on sales of operating  properties
of  $26,052,000,  $17,742,000  and $3,420,000  were  included  in
Operating  Expenses for the years ended December 31,  2001,  2000
and 1999, respectively.

The Company had 21 surplus properties for sale as of December 31,
2001.   The book value of those properties was $5,300,000 and  is
included in Land and Buildings on the Consolidated Balance Sheet.
As  of December 31, 2001, the fair values of properties held  for
sale exceeded the carrying value of each of the properties.

Software  Costs: The Company capitalizes the costs  of  purchased
and internally developed software.  Deposits and Other Assets  in
the   Consolidated  Balance  Sheets  included   $32,429,000   and
$39,284,000 of purchased and internally developed software  costs
as  of December 31, 2001 and 2000, respectively. These costs  are
being  amortized over the lesser of 60 months or the useful lives
of the software.

Goodwill: Goodwill, which represents the costs in excess  of  net
assets of businesses acquired, is capitalized and amortized on  a
straight-line  basis  over  20 to 40  years.   Goodwill,  net  of
accumulated  amortization, was $3,529,000 and  $3,893,000  as  of
December  31,  2001 and 2000, respectively, and was  included  in
Deposits  and  Other Assets in the Consolidated  Balance  Sheets.
Effective  January 1, 2002, the Company will adopt the provisions
of  Statement  of Financial Accounting Standards (SFAS)  No.  142
"Goodwill  and  Other Intangibles" (SFAS 142),  as  discussed  in
"Recent Accounting Pronouncements" below.

Impairment  of Long-Lived Assets: The Company reviews  its  long-
lived  assets, including identifiable intangibles, for impairment
when  events  or  changes  in  circumstances  indicate  that  the
carrying value of such assets may not be recoverable. The Company
compares  the  carrying  value of  the  asset  with  the  asset's
expected  future undiscounted cash flows.  If the carrying  value
of the asset exceeds the expected future undiscounted cash flows,
an  impairment  exists which is measured by  the  excess  of  the
carrying  value over the fair value of the asset.  No  impairment
losses  were recognized in 2001, 2000 or 1999.  Effective January
1,  2002, the Company will adopt the provisions of SFAS  No.  144
"Accounting for the Impairment or Disposal of Long-Lived  Assets"
(SFAS  144),  as  discussed in "Recent Accounting Pronouncements"
below.

Income  Taxes:  The  Company  follows  the  liability  method  of
accounting for income taxes.

Accrued Claims Costs:  The Company self insures for the costs  of
medical,  casualty,  liability,  vehicular,  cargo  and  workers'
compensation  claims, up to retention limits that  range  between
$1,000,000  to  $5,000,000. Such costs are  estimated  each  year
based  on  historical  claims  and  unfiled  claims  relating  to
operations conducted through December 31.  The actual  costs  may
vary  from estimates based upon trends of losses for filed claims
and  claims  estimated to be incurred.  The long-term portion  of
accrued  claims costs relates primarily to vehicular and workers'
compensation  claims which are payable over several  years.   The
Company  is required to post letters of credit to ensure  payment
under  its self-insurance program.  Outstanding letters of credit
related  to this program as of December 31, 2001 were $90 million
and were issued under the Company's $200 million credit facility,
as  discussed in Note 5 "Debt."  Subsequent to December 31, 2001,
the Company issued an additional $27 million of letters of credit
to support this program.

The   Company,   through   its  captive   insurance   subsidiary,
participates  in a reinsurance pool to reinsure the  majority  of
its  workers'  compensation liability.   As  a  participant,  the
Company  transfers its liability into the pool and  reinsures  an
equivalent amount of risk from the pool.  Under the provisions of
SFAS No. 113, "Accounting and Reporting for Reinsurance of Short-
Duration  and  Long-Duration Contracts," the  Company  records  a
reinsurance  receivable  associated with liabilities  transferred
into  the  pool  and a corresponding liability for the  reinsured
risk.   As  of  December  31,  2001, the  reinsurance  receivable
associated  with  liabilities  transferred  into  the  pool   was
$43,591,000 and was included in Deposits and Other Assets in  the
Consolidated Balance Sheet.  The corresponding reinsured risk  of
$43,591,000 was included in Other Liabilities in the Consolidated
Balance  Sheet.   The  reinsurance receivable  and  corresponding
reinsured   risk  was  $10,141,000  as  of  December  31,   2000.
Reinsurance   does   not   relieve  the   Company   of   ultimate
responsibility for its own transferred liabilities.   Failure  of
the  reinsurers to honor their obligations could result in losses
to  the Company.  However, it is the opinion of the Company  that
the  reinsurers in the pool are financially sound  and  that  any
risk  for  non-payment is minimal.  Therefore, no  allowance  for
uncollectible amounts has been established nor does  the  Company
hold collateral to ensure payment.

Translation  of Foreign Currency: Local currencies are  generally
considered  to  be the functional currencies outside  the  United
States. The Company translates the assets and liabilities of  its
foreign  operations at the exchange rate in effect at the balance
sheet  date. Income and expenses are translated using the average
exchange   rate   for  the  period.  The  resulting   translation
adjustments  are  reflected  in the  Statements  of  Consolidated
Shareholders'  Equity.   Transactional  gains  and   losses   are
included in results of operations.

Recognition  of  Revenues:  Transportation  freight  charges  are
recognized as revenue when freight is received for shipment.  The
estimated  costs of performing the total transportation  services
are then accrued. This revenue recognition method does not result
in a material difference from the in-transit or completed service
methods of recognition.

Interest   Expense:  The  interest  expense  presented   in   the
Statements  of  Consolidated Operations is related to  short-term
borrowings and industrial revenue bonds, as discussed in Note  5,
"Debt,"  and long-term tax liabilities, as discussed in  Note  7,
"Income Taxes."

Earnings  (Loss) per Share: Basic earnings (loss) per  share  are
calculated using only the weighted average shares outstanding for
the  period.  Diluted  earnings (loss)  per  share  includes  the
dilutive  effect of restricted stock and stock options. See  Note
9,  "Stock  Compensation Plans."  For all  years  presented,  net
income  (loss)  used  in the calculation  of  basic  and  diluted
earnings  (loss) per share was the same. The years ended December
31,  2001  and 2000 did not include 210,663 and 6,165 potentially
dilutive  securities,  respectively, in the  computation  of  the
diluted  loss  per  share  because  to  do  so  would  have  been
antidilutive.  The computation of diluted earnings per share  for
the  year ended December 31, 1999 included 206,278 dilutive stock
options and restricted shares.

Comprehensive  Income: Comprehensive income (loss)  includes  all
changes  in  equity during a period except those  resulting  from
investments  by and distributions to shareholders.  Comprehensive
income  (loss)  for the years ended December 31, 2001,  2000  and
1999 is presented in the Statements of Consolidated Shareholders'
Equity.

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 these estimates.

Recent   Accounting  Pronouncements:  The  Company  adopted   the
provisions of SFAS No. 133 "Accounting for Derivative Instruments
and  Hedging  Activities" (SFAS 133) effective January  1,  2001.
SFAS  133 requires that an organization recognize all derivatives
as  either  assets or liabilities on the balance  sheet  at  fair
value  and establishes the timing of recognition of the gain/loss
based  upon  the  derivative's intended use.   Adoption  of  this
standard  did  not  have  an impact on  the  Company's  financial
position or results of operations.

In  June  2001, the Financial Accounting Standards  Board  (FASB)
issued SFAS No. 142 "Goodwill and Other Intangibles" and SFAS No.
143  "Accounting  for  Asset Retirement  Obligations."  SFAS  142
requires  that  goodwill and other intangible  assets  that  have
indefinite  lives no longer be amortized, but will be subject  to
impairment  review  annually. Intangible  assets  with  estimated
finite  useful lives will continue to be amortized.  The  Company
will  adopt  SFAS 142 effective January 1, 2002.  The Company  is
currently  evaluating approximately $2.1 million of goodwill  for
impairment under SFAS 142.  SFAS 143 will require that  the  fair
value  of  a  liability  for  an asset retirement  obligation  be
recognized  in the period in which it is incurred if a reasonable
estimate  of  the  fair value can be made.  The associated  asset
retirement  costs  will be capitalized as part  of  the  carrying
amount  of  the  asset.  This statement is effective  for  fiscal
years  beginning after June 15, 2002.  The Company  expects  that
adoption of this statement will not have a material effect on the
Company's financial position or results of operations.

In  August 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment  or  Disposal  of Long-Lived Assets."  This  statement
supercedes current accounting guidance relating to the impairment
of long-lived assets and provides a single accounting methodology
to  be  applied  to  all long-lived assets  to  be  disposed  of,
including  discontinued operations.  This statement is  effective
for  fiscal years beginning after December 15, 2001. The  Company
expects  that adoption of this statement will not have a material
effect  on  the  Company's  financial  position  or  results   of
operations.

Reclassification:  Certain  amounts  in  prior  years'  financial
statements have been reclassified to conform to the current  year
presentation.


3.   Acquisition

In  February  2002,  the Company entered  into  an  agreement  to
acquire  100% ownership of the business operations of  its  joint
venture  in  Mexico.   The purchase price is  approximately  $2.1
million  and  is  payable  in installments  through  April  2003.
Interest  on  unpaid installments is 7.5% annually.  The  Company
previously  accounted  for  the joint venture  using  the  equity
method  and will fully consolidate the operations going  forward.
Total  sales  and  assets  of  the  Mexico  operations  were  not
material.

In   June  2000,  CF  AirFreight  Corporation,  a  wholly   owned
subsidiary  of  the Company, acquired substantially  all  of  the
assets  and liabilities of privately held FirstAir, Inc., a  non-
asset  based  provider of domestic and international air  freight
forwarding  and full and less-than-container load  ocean  freight
transportation. The purchase price was $1.2 million in  cash  and
assumption of certain liabilities.  The acquisition was accounted
for under the purchase method of accounting, and accordingly, the
purchase  price was allocated to assets purchased and liabilities
assumed  based  upon the fair values at the date of  acquisition.
The  excess  of  the purchase price over the fair values  of  the
assets  acquired  was approximately $2.3 million.   The  purchase
agreement  provides for a contingent payment to the former  owner
if  revenues exceed certain targeted levels before May 31,  2003.
The  contingent payment shall not exceed $2.5 million. A payment,
if  required, will be recorded as additional purchase price.  The
operating  results of FirstAir, Inc. have been  included  in  the
Company's  consolidated financial statements since  the  date  of
acquisition.  Operating results prior to acquisition  would  have
had an immaterial effect on the Company's results of operations.


4.  Accrued Liabilities

Accrued liabilities consisted of the following as of December 31:

(Dollars in thousands)
                                            2001        2000

Accrued payroll and benefits            $  83,406    $  90,459
Other accrued liabilities                  58,411       68,194
Accrued union health and welfare           18,046       23,845
Accrued taxes other than income taxes      18,468       18,991
Accrued interest                           11,030        9,554
Total accrued liabilities               $ 189,361    $ 211,043


5.   Debt

In  April  2001, the Company entered into a $200 million accounts
receivable  securitization  agreement  to  provide  for   working
capital  and  letter of credit needs.  Under the  agreement,  the
Company  sells  or  contributes, on  a  continuous  basis,  trade
receivables  to  CF  Funding  LLC  (Funding),  a  wholly   owned,
consolidated   special  purpose  company.    Funding   uses   the
receivables as collateral for borrowings and letters  of  credit.
Letters of credit are limited to $150 million and borrowings  are
limited  to  an agreed upon availability calculation of  eligible
accounts  receivable. Borrowings bear interest at LIBOR,  plus  a
margin  (250  basis points at December 31, 2001).  The  agreement
expires in April 2006.  As of December 31, 2001, there were $49.9
million of short-term borrowings and $98.4 million of letters  of
credit  outstanding.    Availability of the  remaining  borrowing
capacity  is  dependent on the calculation of  eligible  accounts
receivable which is subject to business level fluctuations  which
may further limit availability.

In  October  2001,  the  Company entered into  a  six-month,  $50
million  revolving credit agreement with the same lender, secured
by  real  property  with a net book value  of  approximately  $53
million,  to  provide for short-term working  capital  needs  and
other  general corporate purposes.  As of December 31, 2001,  the
Company  had  $34  million of short-term borrowings  outstanding,
bearing  interest  at  LIBOR plus 350 basis points.  In  February
2002,  the term of the facility was extended until February  2004
with borrowings limited to a maximum of $42 million.   Borrowings
bear interest at Prime plus 500 basis points, with a minimum rate
of 10%. The agreement contains mandatory paydown provisions using
a  portion  of  the proceeds of future debt offerings  and  asset
sales, which will limit future availability.

The  combined  availability of funds under  the  above  financing
agreements  was  $2.6  million as  of  December  31,  2001.   The
continued  availability  of  funds  under  the  above  agreements
requires   that   the  Company  comply  with  certain   financial
convenants,  the  most restrictive of which  are  to  maintain  a
minimum  EBITDAL (earnings before interest, taxes,  depreciation,
amortization and lease expense) and fixed charge coverage  ratio.
To  avoid violations of these covenants as of March 31, 2002, the
covenants  were  amended April 8, 2002.  The  following  are  the
minimum   EBITDAL  and  fixed  charge  coverage  ratio   covenant
requirements for 2002.

Minimum Required Covenant Levels

(Dollars in thousands)
                                        Fixed
                                       Charge
                                      Coverage
Quarter Ended             EBITDAL       Ratio

March 31, 2002           $(13,300)      (1.80)
June 30, 2002             (16,400)      (1.20)
September 30, 2002          1,400       (0.30)
December 31, 2002          20,500        0.20

In  February  2002,  the Company secured a $45 million  financing
agreement  secured  by real property, of which  $20  million  was
funded in February.  Under the agreement, the Company contributed
real  property with a net book value of approximately $21 million
to  CFCD  2002 LLC, a wholly owned, consolidated special  purpose
company.  CFCD 2002 LLC used the properties as collateral for the
borrowings.  Borrowings bear interest at  LIBOR  plus  375  basis
points.  Principal and interest payments are due monthly  over  a
15-year  period. The $20 million of proceeds was used to pay down
short-term  borrowings under the Company's  $200  million  credit
facility discussed above.  Subsequent to the paydown, the Company
issued  a  $20  million letter of credit under the  $200  million
credit  facility  to  support  its  self-insurance  program,   as
discussed in Note 2 "Summary of Significant Accounting Policies."
The  remaining  $25 million commitment is expected  to  be  fully
funded in April 2002.

Also  in February 2002, the Company completed a three-year,  $4.1
million  financing agreement secured by revenue  equipment  of  a
Canadian  subsidiary.   The borrowings  bear  interest  at  7.2%.
Principal and interest are payable monthly.

Long-term  debt was $15,100,000 of industrial revenue bonds  with
rates  between  5.15% and 5.25% as of December 31,  2001.  Annual
maturities  and  sinking fund requirements of  this  debt  as  of
December  31,  2001  are  as  follows:  $1,000,000  in  2003  and
$14,100,000 in 2004.

Based  on  interest rates currently available to the Company  for
debt  with similar terms and maturities, the fair value of  long-
term debt approximated the carrying value as of December 31, 2001
and 2000.

The  Company  capitalizes  the costs incurred  in  entering  into
financing  agreements and amortizes them over the  lives  of  the
agreements.  Unamortized debt  costs were $4,582,000 and $862,000
as of December 31, 2001 and 2000, respectively, and were included
in Other Assets in the Consolidated Balance Sheets.  Amortization
of  debt  costs recognized in the years ended December 31,  2001,
2000   and   1999   was  $1,532,000,  $462,000  and   $1,589,000,
respectively,  and  was  included in Miscellaneous,  net  in  the
Statements of Consolidated Operations.



6.  Leases

The  Company is obligated under various non-cancelable leases for
real  estate  and revenue equipment that expire at various  dates
through  2013.   Future minimum lease payments under  all  leases
with initial or remaining non-cancelable lease terms in excess of
one  year  as  of  December  31, 2001 are  $26,429,000  in  2002;
$24,397,000  in 2003; $22,677,000 in 2004; $14,177,000  in  2005;
$5,161,000 in 2006 and $15,781,000 thereafter.

Operating leases that cover approximately 2,025 trucks,  tractors
and  trailers  with  a  total cost of $81.9 million  provide  for
residual value guarantees by the Company at the end of the  lease
terms.   The Company has the right to exercise fair market  value
purchase  options or the equipment can be sold to third  parties.
The  Company  is  obligated  to pay the  difference  between  the
residual  value  guarantees and the  fair  market  value  of  the
equipment at termination of the leases.  The Company expects  the
fair  market value of the leased equipment, which is  subject  to
purchase option or sale to third parties, to substantially reduce
or  eliminate  the  Company's payments under the  residual  value
guarantees.  As of December 31, 2001, the amount of the  residual
value   guarantees  relative  to  the  assets  under  lease   was
approximately  $13.8 million, which is excluded from  the  future
minimum lease payments above.

Rental   expense  for  operating  leases  is  comprised  of   the
following:

(Dollars in thousands)
                          2001         2000         1999

Minimum rentals          $53,026      $50,950      $48,065
Less sublease rentals     (2,512)      (2,209)      (2,707)
Net rental expense       $50,514      $48,741      $45,358



7.  Income Taxes

The components of pretax income (loss) and income taxes
(benefits) are as follows:

(Dollars in thousands)
                                  2001         2000         1999
Pretax income (loss)
    U.S. corporations          $(111,104)   $(22,926)    $ (7,201)
    Foreign corporations          11,508      12,702       13,229
Total pretax income (loss)     $ (99,596)   $(10,224)    $  6,028


Income taxes (benefits)
    Current
       U.S. Federal            $ (6,551)    $(18,615)    $  7,297
       State and local           (1,185)      (1,530)       6,024
       Foreign                    5,984        5,494        5,373
                                 (1,752)     (14,651)      18,694
    Deferred
       U.S. Federal               5,150       10,229      (10,705)
       State and local              796        1,181       (5,478)
       Foreign                      463          582          804
                                  6,409       11,992      (15,379)
Total income taxes (benefits)  $  4,657     $ (2,659)    $  3,315


Deferred  tax assets and liabilities in the Consolidated  Balance
Sheets  are  classified based on the related asset  or  liability
creating  the  deferred tax.  Deferred taxes  not  related  to  a
specific asset or liability are classified based on the estimated
period of reversal.  As a result of domestic losses during  2001,
the  Company  recorded income tax benefits of $41.8  million  and
related  deferred tax assets of $16.8 million.  However,  due  to
domestic  cumulative losses of $141 million over the  past  three
years, current accounting standards require the Company to assess
the  realizability of its domestic net deferred tax asset ($102.6
million  as  of  December  31, 2001).  Through  the  use  of  tax
planning  strategies, involving the sale of  appreciated  assets,
the  Company has determined that it is more likely than not  that
$62.6  million  of  its domestic net deferred  tax  asset  as  of
December 31, 2001 will be realized.  A valuation allowance of $40
million  has  been  recorded  as of December  31,  2001  for  the
remaining portion of its domestic net deferred tax asset.   Until
the  recent  cumulative  loss  is eliminated,  the  Company  will
continue to record additional valuation allowance against any tax
benefit  arising  from  future domestic  operating  losses.   The
Company will assess the realizability of its deferred tax  assets
on  an  ongoing  basis  and  adjust the  valuation  allowance  as
appropriate.

The  components  of  deferred tax assets and liabilities  in  the
Consolidated  Balance  Sheets as of December  31  relate  to  the
following:

(Dollars in thousands)
                                            2001         2000
Deferred Taxes - Current
Assets
    Reserves for accrued claims costs   $ 41,247     $ 32,904
    Employee benefits                     18,257       23,261
    Other reserves not currently
        deductible                        28,534       29,209
    Valuation allowance - current        (18,888)          --

Liabilities
    Unearned revenue, net                 (9,253)     (10,550)
    Employee benefits                         --       (4,214)

Total deferred taxes- current           $ 59,897     $ 70,610

Deferred Taxes - Non Current
Assets
    Reserves for accrued claims costs   $ 11,229     $ 15,531
    Employee benefits                     29,062       28,233
    Retiree health benefits               25,834       25,646
    Benefit of net operating loss         19,809           --

Liabilities
    Depreciation                         (50,797)     (58,443)
    Tax benefits from leasing
       transactions                       (9,079)     (10,520)
    Valuation allowance - non current    (21,122)          --
    Other                                 (6,914)      (6,729)

Total deferred taxes - non current        (1,978)      (6,282)

Net deferred taxes                      $ 57,919     $ 64,328



Income  taxes  (benefits) varied from the amounts  calculated  by
applying the U.S. statutory income tax rate to the pretax  income
(loss) as set forth in the following reconciliation:

                                   2001         2000         1999

U.S. statutory tax rate           (35.0)%      (35.0)%      35.0%
State income taxes
  (benefits), net of
   federal income tax (benefit)    (4.0)        (7.6)        4.0
Foreign taxes in excess of
U.S. statutory rate                 2.0         15.5        16.8
Non-deductible operating
expenses                            4.6         31.6        91.8
Fuel tax credits                   (0.2)        (2.1)       (4.2)
Foreign tax credits                (2.9)       (21.5)      (83.7)
Valuation allowance                40.2           --          --
Other, net                           --         (6.9)       (4.7)
Effective income tax
(benefit) rate                     4.7%        (26.0)%      55.0%


As  of  December  31,  2001, the Company had net  operating  loss
carryforwards for U.S. Federal income tax purposes of $58 million
which  are available to offset future Federal taxable income,  if
any, through 2021.

As of December 31, 2001, the Company had cumulative undistributed
earnings from foreign subsidiaries totaling $70 million.  Because
these   earnings  have  been  reinvested  indefinitely   in   the
respective foreign subsidiaries, no provision has been  made  for
any  U.S.  tax  applicable to foreign subsidiaries' undistributed
earnings.  If distributed, however, the earnings would be subject
to  withholding tax.  The amount of withholding tax that would be
payable  on  remittance  of  the  undistributed  earnings   would
approximate $3.5 million.

The Company's former parent, CNF Inc. (CNF), continues to dispute
certain tax issues with the Internal Revenue Service relating  to
taxable  years  prior  to  the  spin-off  of  the  Company.   The
controversies  are  lodged  at various stages  of  administrative
appeals and litigation in the U.S. Tax Court and Federal District
Court.   The issues arise from tax positions first taken  by  CNF
prior  to the spin-off.  Under the tax sharing agreement  entered
into between CNF and the Company at the time of the spin-off, the
Company  is  obligated  to reimburse CNF for  its  share  of  any
additional  taxes  and  interest that  relate  to  the  Company's
business prior to the spin-off.  Although the majority of the tax
sharing liability has been settled, certain enumerated tax  items
still remain open that are anticipated to be resolved within  the
next  12  to  18  months.  As of December 31, 2001,  the  Company
believes  that  accrued tax reserves adequately provide  for  its
entire  tax  sharing  liability to  CNF  under  the  tax  sharing
agreement.   To the extent that contingent tax liabilities  exist
outside  the  scope of the tax sharing agreement  with  CNF,  the
Company  continues  to  accrue  interest  on  the  potential  tax
deficiency until such issues are resolved.

During  2001, the Company sold its former administrative facility
to  CNF.  Consideration received was in the form of a $21 million
note  receivable.  Subsequently, the Company exchanged  the  note
and  related interest receivable for a $20 million tax obligation
payable  to  CNF, including interest.  The Company  recognized  a
$19.0  million  gain  on the transaction which  was  included  in
Operating Expenses in the Statement of Consolidated Operations.


8.    Employee Benefit Plans

The  Company maintains a non-contributory defined benefit pension
plan  (the Pension Plan) covering the Company's employees in  the
United  States  who  are  not covered  by  collective  bargaining
agreements.   The   Company's  annual   pension   provision   and
contributions are based on an independent actuarial  computation.
The  Company's  funding  policy  is  to  contribute  the  minimum
required  tax-deductible contribution for the year.  However,  it
may increase its contribution above the minimum if appropriate to
its  tax  and cash position and the Pension Plan's funded status.
Benefits  under  the Pension Plan are based on a  career  average
final  five-year pay formula. Approximately 97%  of  the  Pension
Plan assets are invested in publicly traded stocks and bonds. The
remainder  is  invested in temporary cash  investments  and  real
estate funds.

The  following  information  sets  forth  the  Company's  pension
liabilities  included in Employee Benefits  in  the  Consolidated
Balance Sheets as of December 31:

(Dollars in thousands)
                                                     2001         2000
Change in Benefit Obligation
    Benefit obligation at beginning
       of year                                    $306,557     $271,074
    Service cost                                     7,798        7,856
    Interest cost                                   24,062       22,880
    Benefit payments                               (14,643)     (13,499)
    Actuarial loss                                  13,427       18,246
    Plan amendments                                    448          --
Benefit obligation at end of year                 $337,649     $306,557

Change in Fair Value of Plan Assets
    Fair value of plan assets at
       beginning of year                          $293,755     $308,081
    Actual loss on plan assets                     (12,327)        (827)
    Benefit payments                               (14,643)     (13,499)
    Fair value of plan assets at end of
       year                                       $266,785     $293,755

Funded Status of the Plan
    Fund status at end of year                   $ (70,864)   $ (12,802)
    Unrecognized net actuarial (gain) loss          14,030      (39,228)
    Unrecognized prior service cost                  4,276        4,885
    Unrecognized net transition asset               (2,207)      (3,311)
Accrued Pension Plan Liability                   $ (54,765)   $ (50,456)


Weighted-average assumptions as of December 31:

                                        2001         2000
    Discount rate                       7.50%        7.75%
    Expected return on plan assets      9.50%        9.50%
    Rate of compensation increase       3.40%        5.00%


Net pension cost (benefit) included the following:

                                 2001         2000         1999
Components of net pension
   cost (benefit)
    Service cost              $  7,798     $  7,856     $  8,418
    Interest cost               24,062       22,880       20,291
    Expected return on plan
       assets                  (27,155)     (28,700)     (24,963)
    Amortization of:
       Transition asset         (1,104)      (1,104)      (1,104)
       Prior service cost        1,057        1,057        1,057
       Actuarial gain             (349)      (3,921)        (253)
Total net pension cost
   (benefit)                  $  4,309     $ (1,932)    $  3,446

The  Company's  Pension  Plan includes a  supplemental  executive
retirement  plan to provide additional benefits for  compensation
excluded  from  the basic Pension Plan. The annual provision  for
this  plan is based upon independent actuarial computations using
assumptions consistent with the Pension Plan. As of December  31,
2001  and  2000,  the liability was $3,427,000  and   $3,024,000,
respectively.  The  pension  cost was  $609,000,  $1,319,000  and
$421,000  for the years ended December 31, 2001, 2000  and  1999,
respectively.

Approximately 81% of the Company's domestic employees are covered
by   union-sponsored,   collectively  bargained,   multi-employer
health,  welfare  and pension plans. The Company contributed  and
charged to expense the following for these plans:

(Dollars in thousands)
                               2001         2000         1999

Pension Plans               $140,330     $137,087     $131,470
Health and Welfare Plans     135,662      133,092      127,990
Total                       $275,992     $270,179     $259,460

These contributions were made in accordance with negotiated labor
contracts  and  generally  were  based  on  time  worked.   Under
existing  legislation regarding multi-employer pension  plans,  a
total  or  partial  withdrawal from an  under-funded  plan  would
result in the Company having to fund a proportionate share of the
unfunded  vested liability.  The Company has no plans for  taking
any action that would subject it to any material obligation under
this legislation.

The  Company  maintains  a  retiree  health  plan  that  provides
benefits  to non-contractual employees at least 55 years  of  age
with ten years or more of service. The retiree health plan limits
benefits for participants who were not eligible to retire  before
January  1,  1993, to a defined dollar amount based  on  age  and
years of service and does not provide employer-subsidized retiree
health  care benefits for employees hired on or after January  1,
1993.

During  2001,  the  Company  amended the  plan  to  increase  co-
payments,  deductibles and co-insurance premiums to  be  paid  by
retirees,  resulting in a $6.4 million decrease  in  the  benefit
obligation as of December 31, 2001.

The   following  information  sets  forth  the  Company's   total
postretirement benefit liabilities included in Employee  Benefits
in the Consolidated Balance Sheets as of December 31:

(Dollars in thousands)
                                        2001         2000
Change in Benefit Obligation
    Benefit obligation at beginning
       of year                          $55,975      $57,526
    Service cost                            496          471
    Interest cost                         4,363        4,214
    Benefit payments                     (4,935)      (4,145)
    Actuarial (gain) loss                 6,983       (2,091)
    Plan amendments                      (6,397)          --
Benefit obligation at end of year       $56,485      $55,975


Change in Fair Value of Plan Assets
    Fair value of plan assets at
       beginning of year                $    --      $    --
    Company contributions                 4,935        4,145
    Benefit payments                     (4,935)      (4,145)
Fair value of plan assets at end
       of year                          $    --      $    --

Funded Status of the Plan
    Fund status at end of year          $(56,485)    $(55,975)
    Unrecognized net actuarial gain       (3,225)     (10,429)
    Unrecognized prior service credit     (6,574)        (221)
Accrued Postretirement Benefit
     Liability                          $(66,284)    $(66,625)

Weighted-average assumptions as of December 31:

                                        2001         2000
    Discount rate                       7.50%        7.75%

For  measurement  purposes, a 9.0% annual  increase  in  the  per
capita cost of covered health care benefits was assumed for 2002,
decreasing by 0.5% per year to the ultimate rate of 5.5% in  2010
and after.

Net post retirement cost included the following:

(Dollars in thousands)

                                  2001         2000         1999
Components of net benefit cost
    Service cost               $   496      $   471      $   548
    Interest cost                4,363        4,214        4,221
    Amortization of:
      Prior service credit         (44)         (44)         (44)
      Actuarial gain              (222)        (524)           -
Total net benefit cost          $4,593       $4,117       $4,725


Assumed health care cost trend rates have a significant effect on
the  amounts reported for the health care plan.  A one-percentage
point  change in the assumed health care cost trend  rates  would
have the following effects:

(Dollars in thousands)
                                               1%         1%
                                           Increase    Decrease
Effect on total of service and interest
    cost components                       $   160     $   (183)
Effect on the postretirement benefit
    obligation                            $ 2,062     $ (2,346)


The  Company's non-contractual employees in the United States are
eligible to participate in the Company's Stock and Savings  Plan.
This is a 401(k) plan that allows employees to make contributions
that the Company matches with common stock up to 50% of the first
three  percent  of  a  participant's  basic  compensation.    The
Company's  contribution, which is charged as an expense,  totaled
$2,141,000 in 2001, $2,265,000 in 2000, and $2,460,000  in  1999.
The  Company's  match was made with 407,173 and 390,707  treasury
shares in 2001 and 2000, respectively.

The Company has adopted various plans relating to the achievement
of  specific  goals to provide incentive bonuses  for  designated
employees.  Total  incentive bonuses earned by  the  participants
were  $7,128,000, $1,548,000 and $2,282,000 for the  years  ended
December 31, 2001, 2000 and 1999, respectively.


9.   Stock Compensation Plans

The  Company has various stock incentive plans (the Plans)  under
which  shares  of  restricted stock and stock options  have  been
awarded   to   regular,  full-time  employees  and   non-employee
directors.

Stock  options are granted with an exercise price equal to market
price  on the date of grant, have a term of seven years  or  less
and vest within four years of the date of grant.

The following is a summary of stock option data:

                                               Number of    Weighted
                                                Options     Average
                                                            Exercise
                                                             Price

Outstanding as of December 31, 1998                --        $    --
 Granted                                      916,400          13.83
 Exercised                                         --             --
 Forfeited                                         --             --
Outstanding as of December 31, 1999           916,400        $ 13.83
 Granted                                    1,328,600           4.81
 Exercised                                         --             --
 Forfeited                                   (198,872)         12.83
Outstanding as of December 31, 2000         2,046,128        $  8.07
 Granted                                      396,949           6.09
 Exercised                                    (57,000)          4.72
 Forfeited                                   (191,031)          7.90
Outstanding as of December 31, 2001         2,195,046        $  7.81

The  following  is  a  summary of stock options  outstanding  and
exercisable as of December 31, 2001:

Outstanding Options

Range of Exercise         Number of    Weighted    Weighted
Prices                      Options     Average     Average
                                      Remaining    Exercise
                                           Life       Price
                                        (Years)

$4.72-$5.95              1,388,340        5.2      $  4.99
$6.44-$7.17                131,021        4.5      $  6.79
$13.00-$14.06              675,685        2.4      $ 13.80
                         2,195,046


Exercisable Options

Range of Exercise         Number of    Weighted
Prices                      Options     Average
                                       Exercise
                                          Price

$4.72-$5.95                583,276     $  4.82
$6.44-$7.17                 91,354     $  6.81
$13.00-$14.06              400,960     $ 13.82
                         1,075,590

The  Company granted 15,000 shares of restricted stock at $7.0625
per  share  in 2000 and 141,000 shares at $14.0625 per  share  in
1999.   No  shares  were granted in 2001.   The restricted  stock
awards vest over time and are contingent on the Company's average
stock  price  achieving pre-determined increases over  the  grant
price  for  10  consecutive trading days.  All  restricted  stock
awards   entitle  the  participant  credit  for  any   dividends.
Compensation  expense is recognized based upon  the  stock  price
when  the  minimum required stock price is achieved.  There  were
82,750 restricted shares that had not achieved the pre-determined
stock price required for vesting as of December 31, 2001. The pre-
determined   stock  prices  range  between  $10.03  and   $20.00.
Compensation expense will be recognized for those shares  if  the
stock price meets the required levels by May 12, 2002; otherwise,
the shares will be forfeited.

As  of December 31, 2001 there were 128,271 shares available  for
granting of restricted stock and stock options under the Plans.

The  Company also has a Safety Award Plan under which  it  awards
shares  of  common  stock  to designated  employees  who  achieve
certain operational safety goals. During the years ended December
31,  2001,  2000 and 1999, the Company issued 46,438, 69,045  and
8,120  treasury  shares, respectively. As of  December  31,  2001
there  were 26,397 shares available for granting of awards  under
this plan.

For the years ended December 31, 2001, 2000 and 1999, the Company
recognized non-cash charges of $279,000,  $250,000 and  $289,000,
respectively, under its stock compensation plans.

The  Company  accounts  for stock compensation  under  Accounting
Principles Board Opinion No. 25 "Accounting for Stock  Issued  to
Employees."    Had the Company applied SFAS No. 123,  "Accounting
for  Stock-Based Compensation," pro forma net income  (loss)  for
the  years ended December 31, 2001, 2000 and 1999 would have been
as follows:

(Dollars in thousands except per share data)

                                   2001        2000       1999

Pro forma net income (loss)     $(106,081)  $(10,127)     $ 683
Pro forma net income (loss)
  per basic share                  $(4.82)    $(0.47)     $0.03
Pro forma net income (loss)
  per diluted share                $(4.82)    $(0.47)     $0.03



The weighted average grant date fair value of the options granted
in  2001,  2000  and 1999 using the Black-Scholes option  pricing
model  was  $3.48,  $2.71 and $7.84 per share, respectively.  The
following assumptions were used to calculate the values:


Weighted Average                2001        2000        1999
Assumptions

Risk-free interest rate         4.8%        6.3%        5.5%
Expected volatility            62.7%       60.0%       60.0%
Dividend yield                  0.0%        0.0%        0.0%
Expected life (in years)          5           5           5



10.  Contingencies

Reliance  Insurance Company, one of the Company's excess insurers
of  record  from  October 1, 1996 to October 1,  2000,  has  been
placed  in  liquidation and may be unable to pay $5  million  the
insurance  carrier  committed  to  plaintiffs  in  the  purported
settlement  of a casualty case.  The Company maintains  that  (1)
plaintiffs  accepted  the  risk of  payment  from  the  insurance
carrier  when they purportedly settled the case; (2) Reliance  is
obligated  to transfer payments from a re-insurer to  settle  the
case;  (3) the insurance carrier with the next layer of insurance
is  required  to  make  the  payment if the  liquidating  carrier
cannot;  and  (4)  otherwise there has been no  settlement.   The
Company is unable to determine whether it will be liable for  any
portion  of the excess policy not paid, and if so, how much.   If
the Company is ultimately found liable for all or any portion  of
such  $5 million, the Company is unable to determine how much  it
might recover from Reliance in liquidation, and if so, when.  The
Company  has  successfully extended a stay of  proceedings  until
further  order  of the court.  The Company is in the  process  of
filing a motion to cut through to a Reliance re-insurer to obtain
payment.

In  October 1997, lawsuits were filed against the Company and its
principal operating subsidiary in Riverside County Superior Court
of  California,  claiming invasion of privacy  and  related  tort
claims  for  intentional  and negligent infliction  of  emotional
distress  and  seeking  the recovery of punitive,  statutory  and
emotional   distress  damages  in  unspecified  amounts.    Those
lawsuits  arose out of the use of hidden cameras at a  California
terminal  facility, including restrooms, in  order  to  combat  a
problem   with  theft  and  drugs.   There  are  more  than   500
plaintiffs,  mostly  unionized  employees.    The  lawsuits  were
subsequently  transferred to Federal Court and recently  returned
to  state  court  in January 2002 after a final determination  of
jurisdiction.   The Company believes it has good defenses to  the
claim  and intends to aggressively pursue these defenses.  It  is
the opinion of management that the ultimate outcome of the claims
will  not  have  a  material  adverse  effect  on  the  Company's
financial position or results of operations.

The  Company  and its subsidiaries are involved in various  other
lawsuits  incidental to their businesses. It is  the  opinion  of
management  that the ultimate outcome of these actions  will  not
have  a  material  adverse  effect  on  the  Company's  financial
position or results of operations.

The   Company   has  received  notices  from  the   Environmental
Protection  Agency (EPA)  and others that it has been  identified
as   a   potentially   responsible   party    (PRP)   under   the
Comprehensive  Environmental Response Compensation and  Liability
Act  (CERCLA)  or other Federal and state environmental  statutes
at  various Superfund sites. Under CERCLA, PRP's are jointly  and
severally  liable  for all site remediation and  expenses.  Based
upon the advice of local environmental attorneys and cost studies
performed  by environmental engineers hired by the EPA (or  other
Federal and state agencies), the Company believes its obligations
with  respect  to  such sites would not have a  material  adverse
effect on its financial position or results of operations.


11.  Segment and Geographic Information

The     Company     primarily    provides     less-than-truckload
transportation,   air  freight  forwarding   and   supply   chain
management  services throughout the United States and Canada,  as
well  as  in  Mexico  through a joint venture, and  international
freight  services  between the United States  and  more  than  80
countries.  The  Company  does  not present  segment  disclosures
because  the air freight forwarding, supply chain management  and
international  freight  service  offerings  do   not   meet   the
quantitative  thresholds  of  SFAS No.  131   "Disclosures  about
Segments  of  an  Enterprise  and  Related  Information."     The
following information sets forth revenues and property, plant and
equipment  by  geographic location.  Revenues are  attributed  to
geographic  location based upon the location of the customer.  No
one customer provides 10% or more of total revenues.

Geographic Information

(Dollars in thousands)
                                    2001         2000         1999
Revenues
  United States                 $2,090,793   $2,206,468   $2,248,773
  Canada and other                 146,910      145,900      130,227
Total                           $2,237,703   $2,352,368   $2,379,000


Property, Plant and  Equipment
   United States                  $323,311     $312,349     $332,999
   Canada and other                 34,280       36,445       35,953
Total                             $357,591     $348,794     $368,952



Management Report on Responsibility for Financial Reporting

The management of Consolidated Freightways Corporation has
prepared the accompanying financial statements and is
responsible for their integrity.  The statements were
prepared in accordance with accounting principles generally
accepted in the United States, after giving consideration to
materiality, and are based on management's best estimates
and judgements. The other financial information in the annual
report is consistent with the financial statements.

Management has established and maintains a system of
internal control.  Limitations exist in any control
structure based on the recognition that the cost of such
system should not exceed the benefits derived.  Management
believes its control system provides reasonable assurance as
to the integrity and reliability of the financial
statements, the protection of assets from unauthorized use
or disposition, and the prevention and detection of
fraudulent financial reporting.  The system of internal
control is documented by written policies and procedures
that are communicated to employees.  The Company's
independent public accountants test the adequacy and
effectiveness of the internal controls.

The Board of Directors, through its audit committee
consisting of three independent directors, is responsible
for engaging the independent accountants and assuring that
management fulfills its responsibilities in the preparation
of the financial statements.  The Company's financial
statements have been audited by Arthur Andersen LLP,
independent public accountants.  Arthur Andersen LLP has
access to the audit committee without the presence of
management to discuss internal accounting controls, auditing
and financial reporting matters.



/s/Patrick H. Blake
Patrick H. Blake
President and Chief Executive Officer


/s/Robert E. Wrightson
Robert E. Wrightson
Executive Vice President and
Chief Financial Officer


/s/James R. Tener
James R. Tener
Vice President and Controller


  Report of Independent Public Accountants

To the Shareholders and Board of Directors of
Consolidated Freightways Corporation:

We have audited the accompanying consolidated balance sheets of
Consolidated Freightways Corporation (a Delaware corporation) and
subsidiaries as of December 31, 2001 and 2000, and the related
statements of consolidated operations, cash flows and
shareholders' equity for each of the three years in the period
ended December 31, 2001.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements 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 position
of Consolidated Freightways Corporation and subsidiaries as of
December 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States.



/s/Arthur Andersen LLP
Portland, Oregon
April 12, 2002


<TABLE>
<CAPTION>

                                  CONSOLIDATED FREIGHTWAYS CORPORATION
                                            AND SUBSIDIARIES
                                        Quarterly Financial Data
                                               (Unaudited)
                               (Dollars in thousands except per share data)


                                             March 31          June 30          September 30      December 31
<S>                                        <C>               <C>               <C>               <C>
2001 - Quarter Ended

     Revenues                               $574,578          $590,415          $571,947          $500,763
     Operating income (loss) (a)                 230           (31,722)          (26,071)          (33,524)
     Loss before income taxes (benefits)      (2,051)          (33,257)          (28,002)          (36,286)
     Income taxes (benefits)                    (224)            1,792             1,923             1,166
     Net loss                                 (1,827)          (35,049)          (29,925)          (37,452)
     Basic loss per share                      (0.08)            (1.60)            (1.36)            (1.69)
     Diluted loss per share                    (0.08)            (1.60)            (1.36)            (1.69)
     Market price range                     $3.81-$7.88       $5.74-$9.10       $2.60-$8.00       $3.00-$5.30


                                             March 31           June 30         September 30      December 31

2000 - Quarter Ended

     Revenues                               $593,629          $586,101          $592,902          $579,736
     Operating income (loss) (b)              (1,239)(c)         2,129             5,594            (8,411)
     Income (loss) before income taxes
       (benefits)                             (6,079)            1,322(d)          4,565           (10,032)
     Income taxes (benefits)                  (3,100)            1,215             3,244            (4,018)
     Net income (loss)                        (2,979)              107             1,321            (6,014)
     Basic earnings (loss) per share           (0.14)               --              0.06             (0.28)
     Diluted earnings (loss) per share         (0.14)               --              0.06             (0.28)
     Market price range                     $5.31-$8.25       $4.00-$7.00       $4.19-$5.31       $3.25-$5.13

<FN>

(a) Includes gains on sales of operating properties of $19.6 million in the quarter ended March 31, 2001; $0.4 million
     in the quarter ended June 30, 2001;  $4.8 million in the quarter ended September 30, 2001; and $1.3 million
     in the quarter ended December 31, 2001.
(b) Includes gains on sales of operating properties of $3.2 million in the quarter ended June 30, 2000; $8.8 million
     in the quarter ended September 30, 2000; and $5.7 million in the quarter ended December 31, 2000.
(c) Includes a $4.3 million charge for severance due to an administrative reorganization.
(d) Includes a $4.0 million charge for settlement of a tax sharing liability with the former parent.

</TABLE>


<TABLE>
<CAPTION>

Five Year Financial Summary

Consolidated Freightways Corporation
   And Subsidiaries
Years Ended December 31
(Dollars in thousands except per share data)
(Unaudited)
                                             2001              2000               1999               1998               1997
<S>                                    <C>               <C>               <C>                <C>                <C>
SUMMARY OF OPERATIONS
Revenues                                $ 2,237,703       $ 2,352,368       $  2,379,000       $  2,238,423       $  2,299,075
Operating income (loss)                     (91,087)(a)        (1,927)(b)          7,875(d)          52,064(e)          45,259(f)
Depreciation and amortization                65,952            59,152             58,363             50,918             54,679
Investment income                               670             1,490              2,688              4,957              1,894
Interest expense                              8,361             4,883              4,160              4,012              3,213
Income (loss) before income
  taxes (benefits)                          (99,596)          (10,224)(c)          6,028             51,817             41,982
Income taxes (benefits)                       4,657            (2,659)             3,315             25,471             21,623
Net income (loss)                          (104,253)           (7,565)             2,713             26,346             20,359
Net cash provided (used) by
  operating activities                      (41,053)           21,133             21,513             73,842             77,370

PER SHARE
Basic earnings (loss)                         (4.74)            (0.35)              0.12               1.16               0.92
Diluted earnings (loss)                       (4.74)            (0.35)              0.12               1.12               0.89
Shareholders' equity                           6.68             11.62              12.16              11.81              10.58

FINANCIAL POSITION
Cash and cash equivalents                    28,067            46,523             49,050            123,081            107,721
Property, plant and equipment, net          357,591           348,794            368,952            360,772            382,987
Total assets                                880,580           926,682            916,272            890,390            897,796
Capital expenditures                         74,068            42,348             67,273             31,271             22,674
Short-term borrowings                        83,900                 -                  -                  -                  -
Long-term debt                               15,100            15,100             15,100             15,100             15,100
Shareholders' equity                        148,239           252,184            258,562            266,718            243,447

RATIOS AND STATISTICS
Current ratio                              1.0 to 1          1.3 to 1           1.2 to 1           1.3 to 1           1.3 to 1
Net income (loss) as % of revenues           (4.7)%            (0.3)%               0.1%               1.2%               0.9%
Effective income tax (benefit) rate            4.7%          (26.0)%               55.0%              49.2%              51.5%
Long-term debt as % of
    total capitalization                       9.2%              5.6%               5.5%               5.4%               5.8%
Return on average invested capital           (38.5)%            (1.9)%               3.6%              26.2%              24.9%
Return on average shareholders' equity       (49.7)%            (3.0)%               1.1%              13.9%              12.9%
Average shares outstanding               21,995,874        21,492,130         22,349,997         22,634,362         22,066,212
Market price range                      $2.60-$9.10       $3.25-$8.25       $6.75-$18.44       $7.50-$19.75       $7.00-$18.50
Number of shareholders                       32,000            32,500             31,800             34,350             31,650
Number of employees                          18,100            21,100             22,100             21,000             21,600

<FN>
(a) Includes $26.1 million of gains on sales of operating properties.
(b) Includes $17.7 million of gains on sales of operating properties and a $4.3 million charge for severance due to an
      administrative reorganization.
(c) Includes a $4.0 million charge for settlement of a tax sharing liability with the former parent.
(d) Includes $3.4 million of gains on sales of operating properties.
(e) Includes a $14.4 million non-cash charge for the issuance of common stock under the Company's restricted stock plan.
(f) Includes a $14.3 million non-cash charge for the issuance of common stock under the Company's restricted stock plan.

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