PAGE 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 29, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------- ----------------
Commission File Number 1-8022
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 62-1051971
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 East Cary Street, Richmond, Virginia 23219-4031
(Address of principal executive offices) (Zip Code)
(804) 782-1400
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 29, 1996: 211,512,205 shares.
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CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 29, 1996
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1:
Financial Statements
1. Consolidated Statement of Earnings-
Quarters Ended March 29, 1996 and March 31, 1995 3
2. Consolidated Statement of Cash Flows-
Quarters Ended March 29, 1996 and March 31, 1995 4
3. Consolidated Statement of Financial Position-
At March 29, 1996 and December 29, 1995 5
Notes to Consolidated Financial Statements 6
Item 2:
Management's Discussion and Analysis of Results of
Operations and Financial Condition 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
Signature 15
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CSX CORPORATION AND SUBSIDIARIES
Consolidated Statement of Earnings
(Millions of Dollars, Except Per Share Amounts)
(Unaudited)
Quarters Ended
-----------------------
March 29, March 31,
1996 1995
--------- ---------
Operating Revenue
Transportation $ 2,520 $ 2,446
Non-Transportation 16 22
-------- --------
Total 2,536 2,468
-------- --------
Operating Expense
Transportation 2,225 2,171
Non-Transportation 25 26
-------- --------
Total 2,250 2,197
-------- --------
Operating Income 286 271
Other Income (Expense) (2) (7)
Interest Expense 60 67
-------- --------
Earnings before Income Taxes 224 197
Income Tax Expense 78 76
-------- --------
Net Earnings $ 146 $ 121
======== ========
Earnings Per Share $ .69 $ .58
======== ========
Average Common Shares Outstanding (Thousands) 210,964 209,887
======== ========
Common Shares Outstanding (Thousands) 211,512 210,243
======== ========
Cash Dividends Paid Per Common Share $ .26 $ .22
======== ========
See accompanying Notes to Consolidated Financial Statements.
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CSX CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(Millions of Dollars)
(Unaudited)
Quarters Ended
---------------------
March 29, March 31,
1996 1995
-------- ---------
OPERATING ACTIVITIES
Net Earnings $ 146 $ 121
Adjustments to Reconcile Net Earnings
to Net Cash Provided
Depreciation 156 149
Deferred Income Taxes 14 15
Productivity/Restructuring Charge Payments (23) (17)
Other Operating Activities (52) 16
Changes in Operating Assets and Liabilities
Accounts Receivable (20) (52)
Other Current Assets (38) (35)
Accounts Payable (58) 72
Other Current Liabilities (156) (74)
----- -----
Net Cash Provided (Used) by Operating Activities (31) 195
----- -----
INVESTING ACTIVITIES
Property Additions (338) (235)
Proceeds from Property Dispositions 24 12
Proceeds from Sales of Long-Term Marketable Securities 89 32
Short-Term Investments - Net (44) 10
Purchases of Long-Term Marketable Securities --- (30)
Other Investing Activities 12 30
----- -----
Net Cash Used by Investing Activities (257) (181)
----- -----
FINANCING ACTIVITIES
Short-Term Debt - Net 284 59
Long-Term Debt Issued 57 58
Long-Term Debt Repaid (120) (52)
Dividends Paid (55) (46)
Other Financing Activities 3 2
----- -----
Net Cash Provided by Financing Activities 169 21
----- -----
Net Increase (Decrease) in Cash and Cash Equivalents (119) 35
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash and Cash Equivalents at Beginning of Period 320 265
----- -----
Cash and Cash Equivalents at End of Period 201 300
Short-Term Investments at End of Period 380 260
----- -----
Cash, Cash Equivalents and Short-Term
Investments at End of Period $ 581 $ 560
===== =====
See accompanying Notes to Consolidated Financial Statements.
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CSX CORPORATION AND SUBSIDIARIES
Consolidated Statement of Financial Position
(Millions of Dollars)
(Unaudited)
March 29, December 29,
1996 1995
-------- -----------
ASSETS
Current Assets
Cash, Cash Equivalents and Short-Term
Investments $ 581 $ 660
Accounts Receivable 851 832
Materials and Supplies 242 220
Deferred Income Taxes 155 148
Other Current Assets 91 75
------- -------
Total Current Assets 1,920 1,935
Properties-Net 11,483 11,297
Affiliates and Other Companies 317 312
Other Long-Term Assets 646 738
------- -------
Total Assets $14,366 $14,282
======= =======
LIABILITIES
Current Liabilities
Accounts Payable $ 1,048 $ 1,121
Labor and Fringe Benefits Payable 432 526
Casualty, Environmental and Other Reserves 303 298
Current Maturities of Long-Term Debt 398 486
Short-Term Debt 432 148
Other Current Liabilities 315 412
------- -------
Total Current Liabilities 2,928 2,991
Casualty, Environmental and Other Reserves 773 813
Long-Term Debt 2,247 2,222
Deferred Income Taxes 2,580 2,560
Other Long-Term Liabilities 1,464 1,454
------- -------
Total Liabilities 9,992 10,040
------- -------
SHAREHOLDERS' EQUITY
Common Stock, $1 Par Value 212 210
Other Capital 1,361 1,319
Retained Earnings 2,910 2,822
Minimum Pension Liability (109) (109)
------- -------
Total Shareholders' Equity 4,374 4,242
------- -------
Total Liabilities and Shareholders' Equity $14,366 $14,282
======= =======
See accompanying Notes to Consolidated Financial Statements.
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CSX CORPORATION AND SUBSIDIARIES
--------------------------------
Notes to Consolidated Financial Statements
(All Tables in Millions of Dollars, Except Per Share Amounts)
NOTE 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments necessary to present fairly the company's
financial position as of March 29, 1996 and December 29, 1995, the results of
its operations and its cash flows for the quarters ended March 29, 1996 and
March 31, 1995, such adjustments being of a normal recurring nature.
Earnings per share are based on the weighted average of common shares
outstanding for the quarters ended March 29, 1996 and March 31, 1995.
Dilution for these periods, which could result if all outstanding common stock
equivalents were exercised, is not significant. Weighted average shares and
earnings per share for all periods presented have been restated to reflect the
2-for-1 common stock split distributed to shareholders in December 1995.
While the company believes that the disclosures presented are
adequate to make the information not misleading, it is suggested that these
financial statements be read in conjunction with the financial statements and
the notes included in the company's latest Annual Report and Form 10-K.
Certain prior-year data have been reclassified to conform to the 1996
presentation.
NOTE 2. FISCAL REPORTING PERIODS
The company's fiscal year is composed of 52 weeks ending on the last
Friday in December. The financial statements presented are for the 13-week
quarters ended March 29, 1996 and March 31, 1995, and the fiscal year ended
December 29, 1995.
NOTE 3. RESTRUCTURING CHARGE
In the second quarter of 1995, the company recorded a $257 million
pretax restructuring charge, $160 million after-tax, 76 cents per share, to
recognize the cost of initiatives undertaken to revise, restructure, and
consolidate specific operations and administrative functions at its rail and
container-shipping units. Of the $69 million reserve remaining at December
29, 1995, $4 million was utilized during the quarter ended March 29, 1996 for
global integration and vessel reflagging costs at the container-shipping unit
and the employee separations completed during the period.
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CSX CORPORATION AND SUBSIDIARIES
--------------------------------
Notes to Consolidated Financial Statements, Continued
(All Tables in Millions of Dollars, Except Per Share Amounts)
NOTE 4. ACCOUNTS RECEIVABLE
The company has sold, directly and through Trade Receivables
Participation Certificates ("Certificates"), ownership interests in designated
pools of accounts receivable originated by CSX Transportation, Inc. ("CSXT"),
its rail unit.
During 1993, $200 million of Certificates were issued at 5.05%, due
September 1998. The Certificates represent undivided interests in a master
trust holding an ownership interest in a revolving pool of rail freight
accounts receivable. At March 29, 1996 and December 29, 1995, the
Certificates were collateralized by $240 million of accounts receivable held
in the master trust.
In addition, the company has a revolving agreement with a financial
institution to sell with recourse on a monthly basis an undivided percentage
ownership interest in designated pools of rail freight and other accounts
receivable. The agreement provides for the sale of up to $200 million in
accounts receivable and expires in September 1998.
The company has retained the responsibility for servicing and
collecting accounts receivable held in trust or sold. At March 29, 1996 and
December 29, 1995, accounts receivable have been reduced by $372 million,
representing Certificates and accounts receivable sold. The net costs
associated with sales of Certificates and receivables were $7 and $8 million,
respectively, for the quarters ended March 29, 1996 and March 31, 1995.
NOTE 5. OPERATING EXPENSE
Quarters Ended
-----------------------
March 29, March 31,
1996 1995
-------- ---------
Labor and Fringe Benefits $ 821 $ 813
Materials, Supplies and Other 615 603
Building and Equipment Rent 294 287
Inland Transportation 229 227
Depreciation 156 149
Fuel 135 118
------ ------
Total $2,250 $2,197
====== ======
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CSX CORPORATION AND SUBSIDIARIES
--------------------------------
Notes to Consolidated Financial Statements, Continued
(All Tables in Millions of Dollars, Except Per Share Amounts)
NOTE 6. OTHER INCOME (EXPENSE)
Quarters Ended
-----------------------
March 29, March 31,
1996 1995
-------- ---------
Interest Income $ 12 $ 14
Net Costs for Accounts Receivable Sold (7) (8)
Minority Interest (8) (5)
Foreign Currency Gain (Loss) 1 (5)
Equity Earnings (Losses) of Other Affiliates 2 (3)
Net Loss on Investment Transactions (2) --
------ ------
Total $ (2) $ (7)
====== ======
NOTE 7. COMMITMENTS AND CONTINGENCIES
During 1995, CSXT entered into an agreement with AT&T to supply and
manage its telecommunications needs through May 2005. The agreement requires
minimum payments totaling approximately $330 million over the ten-year period.
Although the company obtains substantial amounts of commercial
insurance for potential losses for third-party liability and property damage,
reasonable levels of risk are retained on a self-insurance basis. A
substantial portion of the insurance coverage, up to $100 million per
occurrence from rail and certain other operations, is provided by companies
owned or partially owned by CSX.
CSXT is a party to various proceedings involving private parties and
regulatory agencies related to environmental issues. CSXT has been identified
as a potentially responsible party ("PRP") in a number of investigations and
actions. CSXT has identified approximately 108 environmentally impaired sites
that are or may be subject to remedial action under the Federal Superfund
statute ("Superfund") or corresponding state statutes. Many of these
proceedings are based on allegations that CSXT, or its railroad predecessors,
sent hazardous substances to the facilities in question for disposal. Such
proceedings arising under Superfund or corresponding state statutes typically
involve numerous other waste generators and disposal companies and seek to
allocate or recover costs associated with site investigation and cleanup,
which could be substantial.
The assessment of the required response and remedial costs associated
with most sites is extremely complex. Cost estimates are based on information
available for each site, financial viability of other PRPs, where available,
and existing technology, laws and regulations. CSXT's best estimates of the
allocation method and percentage of liability when other PRPs are involved are
based on assessments by consultants, agreements among PRPs, or determinations
by the U.S. Environmental Protection Agency or other regulatory agencies.
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CSX CORPORATION AND SUBSIDIARIES
--------------------------------
Notes to Consolidated Financial Statements, Continued
(All Tables in Millions of Dollars, Except Per Share Amounts)
NOTE 7. COMMITMENTS AND CONTINGENCIES, Continued
At least once each quarter, CSXT reviews its role, if any, with
respect to each such location, giving consideration to the nature of CSXT's
alleged connection to the location (e.g., generator, owner or operator), the
extent of CSXT's alleged connection (e.g., volume of waste sent to the
location and other relevant factors), the accuracy and strength of evidence
connecting CSXT to the location, and the number, connection and financial
position of other named and unnamed PRPs at the location. The ultimate
liability for remediation is difficult to determine with certainty because of
the number and creditworthiness of PRPs involved. Through the assessment
process, CSXT monitors the creditworthiness of such PRPs in determining
ultimate liability.
Based upon such reviews and updates of the sites with which it is
involved, CSXT has recorded, and reviews at least quarterly for adequacy,
reserves to cover estimated contingent future environmental costs with respect
to such sites. The recorded liabilities for estimated future environmental
costs at March 29, 1996, and December 29, 1995, were $134 million and $137
million, respectively. These recorded liabilities include amounts
representing CSXT's estimate of unasserted claims, which CSXT believes to be
immaterial. The liability has been accrued for future costs for all sites
where the company's obligation is probable and where such costs can be
reasonably estimated. The liability includes future costs for remediation and
restoration of sites as well as any significant ongoing monitoring costs, but
excludes any anticipated insurance recoveries. The majority of the March 29,
1996 environmental liability is expected to be paid out over the next five to
seven years, funded by cash generated from operations.
The company does not currently possess sufficient information to
reasonably estimate the amounts of additional liabilities, if any, on some
sites until completion of future environmental studies. In addition, latent
conditions at any given location could result in exposure, the amount and
materiality of which cannot presently be reliably estimated. Based upon
information currently available, however, the company believes that its
environmental reserves are adequate to accomplish remedial actions to comply
with present laws and regulations, and that the ultimate liability for these
matters will not materially affect its overall results of operations and
financial condition.
A number of legal actions, other than environmental, are pending
against CSX and certain subsidiaries in which claims are made in substantial
amounts. While the ultimate results of environmental investigations, lawsuits
and claims involving the company cannot be predicted with certainty,
management does not currently expect that resolution of these matters will
have a material adverse effect on the consolidated financial position, results
of operations and cash flows of the company.
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PAGE 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
First-Quarter 1996 Compared With 1995
- -------------------------------------
The company reported net earnings for the quarter ended March 29,
1996, of $146 million, 69 cents per share, versus net earnings of $121
million, 58 cents per share, for the same period in 1995. Net earnings for
1996 rose 21 percent above the 1995 first quarter results.
Operating revenue for the first quarter of 1996 rose to $2.5 billion,
$68 million above the prior-year quarter. Operating expense was $2.3 billion
for the first quarter of 1996, $53 million higher than the prior year quarter.
Operating income was $286 million for the first quarter of 1996, up $15
million from 1995's first quarter.
Rail Unit Results
- -----------------
The company's rail unit, severely hampered by winter weather, posted
operating income of $236 million, just 4 percent below its 1995 record first
quarter. Total rail operating revenue of $1.2 billion was level with 1995's
first-quarter results.
Shipments of CSXT's largest commodity, coal, decreased 1 percent to
38.2 million tons, due to weather disruptions. Coal revenue increased 1
percent over 1995.
Total merchandise traffic fell 4 percent, with decreases in autos (5
percent) and metals (12 percent) largely attributable to the United Auto
Workers strike. Food and consumer carloadings decreased 9 percent, largely
due to a weaker produce harvest in western states.
Equipment and service initiatives in the agricultural sector and at
paper mills contributed to revenue increases of 6 percent for both the
agricultural and forest products categories.
Despite difficult operating conditions caused by ice and snow storms
throughout much of the railroad's territory, rail operating expense for the
first quarter rose just 1 percent over 1995's level, to $959 million.
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PAGE 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, CONTINUED
RESULTS OF OPERATIONS, Continued
- --------------------------------
Rail Unit Results, Continued
- ----------------------------
RAIL OPERATING RESULTS
(Millions of Dollars)
------------------------------
Quarters Ended
--------------------
March 29, March 31, Percent
1996 1995 Change
-------- --------- -------
Operating Revenue
Merchandise $ 789 $ 799 (1)%
Coal 370 366 1 %
Other 36 29 24 %
------ ------
Total 1,195 1,194 -- %
Operating Expense 959 948 1 %
------ ------
Operating Income $ 236 $ 246 (4)%
====== ======
Operating Ratio 80.3% 79.4%
====== ======
Container Shipping Unit Results
- -------------------------------
The container-shipping unit's first-quarter operating income rose to
$52 million, compared with $25 million in the 1995 period, largely due to
successful terminal productivity-improvement initiatives and benefits from the
1995 reflagging of five vessels.
Continued growth in global trade resulted in a 6 percent increase in
volume -- 7 percent in the Pacific trade and 9 percent in the Asia/Middle
East/Europe (A.M.E.) trade lane. Operating revenue rose 7 percent over the
1995 first quarter to $961 million, with increases of 9 percent and 10
percent, respectively, in the Atlantic and A.M.E. trades.
Operating expense increased 4 percent to $909 million in the quarter
as a result of the higher volume.
During the quarter, progress continued on implementation of the
previously announced global operating alliance with Maersk. Key first-quarter
actions included the completion of phase-in planning for the TransPacific,
Asia-MidEast and Asia-Europe vessel sharing agreements. Also, the agreement
to revise and renew vessel sharing agreements for the U.S.-South Americas
trade was completed, and implementation plans for the service were approved.
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PAGE 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, CONTINUED
RESULTS OF OPERATIONS, Continued
- --------------------------------
Barge Unit Results
- ------------------
Performance at the company's barge unit remained strong, with
operating income rising 20 percent to a first-quarter record of $18 million,
despite severe weather conditions. The previous record was posted in the
first quarter of 1995.
The barge unit benefitted from continued strong demand for grain and
other bulk commodities, such as fertilizer and salt. The unit's quarterly
operating revenue increased 2 percent to $131 million, while operating expense
was held flat at $113 million.
Intermodal Unit Results
- -----------------------
The company's intermodal unit, continuing to feel the effect of stiff
trucking competition and the impact of the soft demand in the domestic retail
sector, posted operating income of $3 million vs. $10 million in the 1995
quarter.
The intermodal unit saw a decrease in traffic of 6 percent compared
to 1995's first quarter. Domestic volumes remained level, while international
traffic decreased 13 percent.
FINANCIAL CONDITION
- -------------------
Cash, cash equivalents and short-term investments totaled $581
million at March 29, 1996, a decrease of $79 million since December 29, 1995.
Primary sources of cash and cash equivalents during the quarter were the
issuance of short-term and long-term debt. Primary uses of cash and cash
equivalents were property additions, repayment of long-term debt, payment of
income taxes, and payment of dividends.
During the first quarter of 1996, net investing activities consumed
$257 million of cash and cash equivalents compared with $181 million consumed
in the first quarter of 1995. The change in cash used by investing activities
was primarily due to increased property additions compared to the quarter
ended March 31, 1995.
Financing activities provided $169 million of cash and cash
equivalents for the quarter ended March 29, 1996, a $148 million increase from
1995's first quarter. The change was primarily due to an increase in proceeds
from net short-term borrowings, offset partially by increases in scheduled
debt repayments.
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PAGE 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, CONTINUED
FINANCIAL CONDITION, Continued
- ------------------------------
The working capital deficit decreased $48 million during the quarter
ended March 29, 1996. The decrease was primarily due to reductions in
accounts payable, labor and fringe benefits payable, and current maturities of
long-term debt, partially offset by increased short-term debt levels. A
working capital deficit is not unusual for CSX and does not indicate a lack of
liquidity. CSX continues to maintain adequate current assets to satisfy
current liabilities when they are due and has sufficient liquidity and
financial resources to manage its day-to-day cash needs.
FINANCIAL DATA
- -------------- (Millions of Dollars)
-----------------------------
March 29, December 29,
1996 1995
--------- ------------
Cash, Cash Equivalents and
Short-Term Investments $ 581 $ 660
Commercial Paper Outstanding -
Short-Term $ 432 $ 148
Commercial Paper Outstanding -
Long-Term $ 300 $ 300
Working Capital (Deficit) $(1,008) $(1,056)
Current Ratio .7 .6
Debt Ratio 34% 34%
Ratio of Earnings to Fixed Charges 3.1x 3.2 x
OUTLOOK
- -------
Each of CSX's transportation units continue to anticipate favorable
revenue levels over the remainder of 1996, compared with 1995. The higher
revenue is expected from improved marketing strategies and modest growth in
the domestic economy. The company also plans to continue the intense focus on
service, productivity and expense control throughout its transportation units.
As the second quarter of 1996 begins, the rail unit is benefitting
from pent-up demand for coal from domestic utilities and industrial producers.
Demand for export coal is also expected to continue strong. Additionally,
merchandise traffic is projected to experience gradual improvement throughout
the balance of the year.
The rail unit, through the National Carriers Conference Committee,
has been involved in the current round of negotiations with rail labor. These
negotiations have historically taken place over a number of months and usually
have not resulted in significant work stoppages. It is anticipated that
Presidential Emergency Boards ("PEBs") will ultimately be appointed to make
recommendations to resolve the industry-wide labor contract issues.
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PAGE 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, CONTINUED
OUTLOOK, Continued
- ------------------
In April 1996, the United Transportation Union ("UTU") failed to
ratify the proposed five-year contract that had been negotiated by its leaders
and the railroad industry's National Carriers Conference Committee. The UTU
has agreed to binding arbitration with the National Carriers Conference
Committee. This arbitration will produce a new labor agreement.
The Transportation Communication International Union ("TCU") recently
has been released from industry-wide negotiations by the National Mediation
Board ("NMB"). At this stage, the TCU has set a May 9, 1996 strike date. We
expect that the NMB will recommend a PEB to be appointed in advance of that
date. If a PEB is appointed it will delay the possibility of a strike by the
TCU. We also anticipate that additional PEBs will be appointed for the other
unions which have been released by the NMB from industry-wide negotiations.
The container-shipping unit anticipates traffic flows in the second
quarter of 1996 to surpass prior-year second quarter levels in major trade
lanes. The unit expects that strong demand for ocean transportation and the
unit's technological advantages will allow them generally to select higher
margin traffic.
The intermodal unit expects to continue to improve the level of
shipments and revenue during the second quarter as result of closer alignment
of its operations with CSXT and Sea-Land. The barge unit anticipates
continued strong demand for its services and, with this demand, solid barge
revenue.
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PAGE 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
1. None.
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CSX CORPORATION
(Registrant)
By: JAMES L. ROSS
------------------------------
James L. Ross
Vice President and Controller
(Principal Accounting Officer)
Dated: May 1, 1996
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