UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 28, 2001
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
------------------- ------------------------------------
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
Exhibit Index can be found on page 11.
-1-
On January 25, 2002, the aggregate market value of the Registrant's voting stock
held by non-affiliates was approximately $6.8 billion (based on the New York
Stock Exchange closing price on such date).
On January 25, 2002, there were 213,888,650 shares of Common Stock outstanding.
Portion of Form 10-K into which
Documents Incorporated by Reference Documents are Incorporated
----------------------------------- --------------------------
1. Portions of the Registrant's Annual Part I, II & IV
Report to Shareholders for the fiscal
year ended December 28, 2001
("Annual Report")
2. Portions of the Registrant's Part III
Definitive Proxy Statement to be
filed with respect to its annual
meeting of shareholders scheduled to
be held on April 23, 2002 ("Proxy
Statement")
-2-
PART I
Item 1. Business
In response to this Item, the information set forth on page 1 under the
caption "Financial Highlights", page 8 for Rail Operations, page 10 under the
captions "CSX Intermodal" and "CSX World Terminals", page 11 under the caption
"CSX Lines", and pages 17-29 under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Annual Report
is incorporated herein by reference.
Item 2. Properties
In response to this Item, the information set forth on pages 17-29 under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations", page 34 under the caption "Properties" and page 40 under
the caption "Note 10. Properties." of the Annual Report is incorporated herein
by reference.
Item 3. Legal Proceedings
In response to this Item, the information set forth on page 25, under
the caption "Sale of International Container-Shipping Assets," on pages 26-27
under the captions "STB Proceeding," "New Orleans Tank Car Fire Litigation," "
Other Legal Matters" and "Environmental Management", page 37 under the caption
"Sale of International Container-Shipping Assets," on page 48-49 under the
captions "Environmental," "STB Proceeding," "New Orleans Tank Car Fire
Litigation" and " Other Legal Proceedings and Arbitrations" of the Annual Report
is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders in the
fourth quarter of 2001.
Executive Officers of the Registrant
Executive officers of CSX Corporation are elected by the CSX Board of
Directors and hold office until the next annual election of officers. Officers
of CSX business units are elected annually by the respective Boards of Directors
of the business units. There are no family relationships or any arrangement or
understanding between any officer and any other person pursuant to which such
officer was selected.
Name and Age Business Experience During Past 5 Years
- --------------------------------------------------------------------------------
John W. Snow, 62 Chairman, President and Chief Executive Officer of
CSX since February 1991.
Mark G. Aron, 59 Vice Chairman since July 2001. Prior to July 2001,
Mr. Aron served as Executive Vice President-Law and
Public Affairs.
Paul R. Goodwin, 59 Vice Chairman and Chief Financial Officer of CSX
since April 2000. Prior to April 2000, Mr. Goodwin
served as CSX Executive Vice President-Finance and
Chief Financial Officer.
Andrew B. Fogarty, 57 Executive Vice President-Corporate Services of CSX
since July 2001. Prior to July 2001, Mr. Fogarty
served as Senior Vice President-Corporate Services
from September 1997 to July 2001, and prior thereto
as Senior Vice President-Finance and Planning,
Sea-Land.
-3-
Ellen M. Fitzsimmons, 41 Senior Vice President-Law since February 2001.
Prior to February 2001, Ms. Fitzsimmons served
as General Counsel-Corporate from September
1997 to February 2001, and prior thereto, as
CSX Assistant General Counsel.
Lester M. Passa, 47 Senior Vice President - Strategic Planning of
CSX since November 2000. Prior to November
2000, Mr. Passa served as President and CEO of
CSX Intermodal from November 1997 to November
2000; CSXT Vice President-Commercial
Integration from July 1997 to November 1997;
and prior thereto as an officer of Conrail
Inc. as Senior Vice President-Automotive
Service Group from February 1997 to July 1997;
and prior thereto as Vice President-Logistics
& Corporate Strategy.
Jesse R. Mohorovic, 59 Senior Vice President-Corporate Communications
and Investor Relations since July 2001. Prior
to July 2001, Mr. Mohorovic served as CSX
Group Vice President-Corporate Communications
and Investor Relations from April 1998 to July
2001, and prior thereto, as CSX Vice President
- Corporate Relations.
James L. Ross, 63 Vice President and Controller of CSX since
April 1996.
Michael J. Ward, 51 President of CSXT since November 2000. Prior
to November 2000, Mr. Ward served as an
officer of CSXT as Executive Vice President -
Operations, from April 2000 to November 2000;
Executive Vice President-Coal Service Group
from August 1999 to April 2000; Executive Vice
President-Coal & Merger Planning from October
1998 to August 1999; and prior thereto, as
Executive Vice President-Finance and Chief
Financial Officer.
P. Michael Giftos, 55 Executive Vice President and Chief Commercial
Officer of CSXT since April 2000. Prior to
April 2000, Mr. Giftos served as CSXT Senior
Vice President and General Counsel.
Alan F. Crown, 54 Executive Vice President of CSXT since
December 2000. Prior to December 2000, Mr.
Crown served as an officer of CSXT as Senior
Vice President-Transportation from May 2000 to
December 2000; Vice President - Central Region
from August 1999 to May 2000; General Manager
- C&O Coal Business Unit and Vice President -
Coal from October 1997 to August 1999; and
prior thereto, as Chief Operations Officer.
Frederick J. Favorite, Jr., 48 Senior Vice President-Finance of CSXT since
February 2000. Prior to February 2000, Mr.
Favorite served as Vice President-Finance,
CSXT, from December 1998 to January 2000; as
Vice President-Planning, CSXT.
Robert J. Grassi, 55 President and Chief Executive Officer of CSX
World Terminals since June 1999. Prior to June
1999, Mr. Grassi served as an officer of
Sea-Land as Senior Vice President-Finance and
Planning from August 1997 to June 1999; Senior
Vice President-Atlantic, AME Services.
-4-
Charles G. Raymond, 58 President and Chief Executive Officer of CSX
Lines since June 1999. Prior to June 1999, Mr.
Raymond served as an officer of Sea-Land as
Senior Vice President and Chief Transportation
Officer.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
In response to this Item, the information set forth on page 54,
"Shareholder Information", and page 55, "Corporate Information", of the Annual
Report is incorporated herein by reference.
Item 6. Selected Financial Data
In response to this Item, the information set forth on page 1 of the Annual
Report under the caption "Financial Highlights" is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
In response to this Item, the information set forth on pages 17-29 of the
Annual Report under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" is incorporated herein by
reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
In response to this Item, the information set forth on page 23 of the
Annual Report under the caption "Market Risk" is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data
In response to this Item, the information set forth on pages 30-52, and
page 53 under the caption "Quarterly Financial Data (Unaudited)" of the Annual
Report is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
-5-
PART III
Item 10. Directors and Executive Officers of the Registrant
In accordance with Instruction G(3) of Form 10-K, the information required
by this Item is incorporated herein by reference to the Proxy Statement, except
for the information regarding the executive officers of the Registrant which is
included in Part I of this report under the caption "Executive Officers of the
Registrant."
Item 11. Executive Compensation
In accordance with Instruction G(3) of Form 10-K, the information required
by this Item is incorporated herein by reference to the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
In accordance with Instruction G(3) of Form 10-K, the information required
by this Item is incorporated herein by reference to the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
In accordance with Instruction G(3) of Form 10-K, the information required
by this Item is incorporated herein by reference to the Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements
The following consolidated financial statements and independent
auditor's report, which appear on pages 30-52 of the Annual Report,
are incorporated herein by reference:
Consolidated Statement of Earnings for the Fiscal Years Ended
Dec. 28 2001, Dec. 29, 2000, and Dec. 31, 1999
Consolidated Statement of Cash Flows for the Fiscal Years Ended
Dec. 28, 2001, Dec. 29, 2000, and Dec. 31, 1999
Consolidated Statement of Financial Position at Dec. 28, 2001 and
Dec. 29, 2000
Consolidated Statement of Changes in Shareholders' Equity for the
Fiscal Years Ended Dec. 28, 2001, Dec. 29, 2000, and Dec. 31,
1999
Notes to Consolidated Financial Statements
Report of Independent Auditors
-6-
The following financial statement footnote was not included
in the Annual Report:
Note 21. Summarized Consolidating Financial Data - CSX Lines
(formerly Sea-Land )
During 1987, Sea-Land entered into agreements to sell and
lease back by charter three new U.S. -built , U.S. -flag,
D-7 class container ships. The ships were not included in
the sale of international liner assets to Maersk in
December 1999 and the related debt remains an obligation
of CSX Lines. CSX has guaranteed the obligations of CSX
Lines pursuant to the related charters which, along with
the container ships, serve as collateral for debt
securities registered with the Securities and Exchange
Commission (SEC). The 2001 and 2000 consolidating
schedules reflect CSX Lines as the obligor and the 1999
consolidating schedules reflect Sea-Land as the obligor.
In accordance with SEC disclosure requirements,
consolidating summarized financial information for the
parent and guarantors are as follows (Certain prior year
amounts have been reclassified to conform to the 2001
presentation):
Consolidating Statement of Financial Position
- ---------------------------------------------
(In millions)
Dec. 28, 2001
--------------------------------------------------------------------------
CSX
Corporate CSX Lines Other Eliminations Consolidated
----------- ----------- ------------ --------------- ---------------
Assets
Cash, Cash Equivalents & Short-term Investments $ 225 $ 3 $ 391 $ (1) $ 618
Accounts Receivable 58 63 981 (224) 878
Materials and Supplies - 14 192 - 206
Deferred Income Taxes - - 162 - 162
Other Current Assets 4 36 295 (125) 210
----------- ----------- ------------ --------------- ---------------
Total Current Assets 287 116 2,021 (350) 2,074
Properties 29 453 17,669 - 18,151
Accumulated Depreciation (27) (286) (4,866) - (5,179)
----------- ----------- ------------ --------------- ---------------
Properties, net 2 167 12,803 - 12,972
Investment in Conrail 353 - 4,302 - 4,655
Affiliates and Other Companies 2 84 327 (31) 382
Investment in Consolidated Subsidiaries 12,641 - 396 (13,037) -
Other long-term assets 825 137 344 (588) 718
----------- ----------- ------------ --------------- ---------------
$ 14,110 $ 504 $ 20,193 $ (14,006) $ 20,801
=========== =========== ============ =============== ===============
Liabilities
Accounts Payable $ 86 $ 83 $ 963 $ (166) $ 966
Labor and Fringe Benefits Payable 17 13 388 - 418
Payable to Affiliates - 2 123 (125) -
Casualty, Environmental and Other Reserves 1 3 246 - 250
Current Maturities of Long-term debt 850 21 173 - 1,044
Short-term Debt 225 - - - 225
Income and Other Taxes Payable 1,296 26 (1,221) - 101
Other Current Liabilities 38 20 300 (59) 299
----------- ----------- ------------ --------------- ---------------
Total Current Liabilities 2,513 168 972 (350) 3,303
Casualty, Environmental and Other reserves 4 4 682 - 690
Long-term Debt 4,680 132 1,027 - 5,839
Deferred Income Taxes - 24 3,597 - 3,621
Long Term Payable to Affiliates 396 - 192 (588) -
Other Long-term Liabilities 365 48 845 (30) 1,228
----------- ----------- ------------ --------------- ---------------
Total Liabilities 7,958 376 7,315 (968) 14,681
----------- ----------- ------------ --------------- ---------------
Shareholders' Equity
Preferred Stock - - 396 (396) -
Common Stock 214 - 209 (209) 214
Other Capital 1,492 125 8,175 (8,300) 1,492
Retained Earnings 4,459 3 4,130 (4,133) 4,459
Accumulated Other Comprehensive Loss (13) - (32) - (45)
----------- ----------- ------------ --------------- ---------------
Total Shareholders' Equity 6,152 128 12,878 (13,038) 6,120
----------- ----------- ------------ --------------- ---------------
Total Liabilities and Shareholders' Equity $ 14,110 $ 504 $ 20,193 $ (14,006) $ 20,801
=========== =========== ============ =============== ===============
-7-
Consolidating Statement of Financial Positiion
- ----------------------------------------------
(In millions)
Dec. 29, 2000
-------------------------------------------------------------------------------
CSX
Corporate CSX Lines Other Eliminations Consolidated
----------- --------- ----------- -------------- --------------
Assets
Cash, Cash Equivalents & Short-term Investments $ 285 $ - $ 401 $ - $ 686
Accounts Receivable 33 65 926 (174) 850
Materials and Supplies - 15 179 - 194
Deferred Income Taxes - - 121 - 121
Other Current Assets 12 35 248 (126) 169
---------- -------- ----------- ------------ -------------
Total Current Assets 330 115 1,875 (300) 2,020
Properties 29 455 17,379 - 17,863
Accumulated Depreciation (25) (276) (4,901) - (5,202)
---------- -------- ----------- ------------ -------------
Properties, net 4 179 12,478 - 12,661
Investment in Conrail 364 - 4,304 - 4,668
Affiliates and Other Companies - 154 228 (29) 353
Investment in Consolidated Subsidiaries 13,184 - 386 (13,570) -
Other long-term assets (205) 92 2,078 (1,119) 846
---------- -------- ----------- ------------ -------------
Total Assets $ 13,677 $ 540 $ 21,349 $ (15,018) $ 20,548
========== ======== =========== ============ =============
Liabilities
Accounts Payable $ 102 $ 90 $ 985 $ (147) $ 1,030
Labor and Fringe Benefits Payable 5 21 379 - 405
Payable to Affiliates - 92 35 (127) -
Casualty, Environmental and Other Reserves 1 3 242 - 246
Current Maturities of Long-term debt 60 20 112 - 192
Short-term Debt 749 - - - 749
Income and Other Taxes Payable 1,346 11 (985) - 372
Other Current Liabilities 39 25 219 (26) 257
---------- -------- ----------- ------------ -------------
Total Current Liabilities 2,302 262 987 (300) 3,251
Casualty, Environmental and Other reserves - 3 752 - 755
Long-term Debt 4,594 155 1,147 - 5,896
Deferred Income Taxes 118 33 3,233 - 3,384
Long Term Payable to Affiliates 396 - 721 (1,117) -
Other Long-term Liabilities 250 42 983 (30) 1,245
---------- -------- ----------- ------------ -------------
Total Liabilities 7,660 495 7,823 (1,447) 14,531
---------- -------- ----------- ------------ -------------
Shareholders' Equity
Preferred Stock - - 396 (396) -
Common Stock 213 - 209 (209) 213
Other Capital 1,467 50 9,006 (9,056) 1,467
Retained Earnings 4,337 (5) 3,915 (3,910) 4,337
Accumulated Other Comprehensive Loss - - - - -
---------- -------- ----------- ------------ -------------
Total Shareholders' Equity 6,017 45 13,526 (13,571) 6,017
---------- -------- ----------- ------------ -------------
Total Liabilities and Shareholders' Equity $ 13,677 $ 540 $ 21,349 $ (15,018) $ 20,548
========== ======== =========== ============ =============
Consolidating Statement of Earnings
- -----------------------------------
(In millions) Fiscal Year Ended Dec. 28, 2001
-------------------------------------------------------------------------------
CSX Corporate CSX Lines Other Eliminations Consolidated
--------------- -------------- -------------- -------------- --------------
Operating Income
Operating Revenue $ - $ 681 $ 7,862 $ (433) $ 8,110
Operating Expense (199) 649 7,128 (425) 7,153
--------------- -------------- -------------- ------------------------------
Operating Income (Loss) 199 32 734 (8) 957
Other Income and Expense
Other Income 496 9 88 (584) 9
Interest Expense 469 13 121 (85) 518
--------------- -------------- -------------- ------------------------------
Earnings
Earnings before Income Taxes 226 28 701 (507) 448
Income Tax Expense (5) 11 149 - 155
--------------- -------------- -------------- ------------------------------
--------------- -------------- -------------- -------------- --------------
Net Earnings (Loss) $ 231 $ 17 $ 552 $ (507) $ 293
=============== ============== ============== ============== ==============
Consolidating Statement of Earnings
- -----------------------------------
(In millions) Fiscal Year Ended Dec. 29, 2000
-------------------------------------------------------------------------------
CSX Corporate CSX Lines Other Eliminations Consolidated
--------------- -------------- -------------- -------------- --------------
Operating Income
Operating Revenue $ - $ 666 $ 7,546 $ (21) $ 8,191
Operating Expense (222) 666 6,963 (21) 7,386
--------------- -------------- -------------- ------------------------------
Operating Income (Loss) 222 - 583 - 805
Other Income and Expense
Other Income 813 12 185 (988) 22
Interest Expense 556 20 151 (177) 550
--------------- -------------- -------------- ------------------------------
Earnings
Earnings before Income Taxes 479 (8) 617 (811) 277
Income Tax Expense (11) (3) 105 - 91
--------------- -------------- -------------- ------------------------------
Earnings before Discontinued Operations 490 (5) 512 (811) 186
Earnings from Discontinued Operations, Net of Tax - - 14 - 14
Gain on Sale of Discontinued Operations, Net of Tax 2 - 363 - 365
--------------- -------------- -------------- ------------------------------
--------------- -------------- -------------- -------------- --------------
Net Earnings (Loss) $ 492 $ (5) $ 889 $ (811) $ 565
=============== ============== ============== ============== ==============
Consolidating Statement of Earnings
- -----------------------------------
(In millions) Fiscal Year Ended Dec. 31, 1999
-------------------------------------------------------------------------------
CSX Corporate Sea-Land Other Eliminations Consolidated
--------------- -------------- -------------- -------------- --------------
Operating Income
Operating Revenue $ - $ 3,809 $ 6,584 $ (18) $ 10,375
Operating Expense (287) 4,054 6,053 (18) 9,802
--------------- -------------- -------------- ------------------------------
Operating Income (Loss) 287 (245) 531 - 573
Other Income and Expense
Other Income 174 (88) 172 (199) 59
Interest Expense 526 70 20 (88) 528
--------------- -------------- -------------- ------------------------------
Earnings
Earnings before Income Taxes (65) (403) 683 (111) 104
Income Tax Expense (5) (127) 204 - 72
--------------- -------------- -------------- ------------------------------
Earnings before Discontinued Operations and
Cumulative Effect of Accounting Change (60) (276) 479 (111) 32
Earnings from Discontinued Operations, Net of Tax - - 19 - 19
Cumulative Effect of Accounting Change - (49) - - (49)
--------------- -------------- -------------- ------------------------------
--------------- -------------- -------------- -------------- --------------
Net Earnings (Loss) $ (60) $ (325) $ 498 $ (111) $ 2
=============== ============== ============== ============== ==============
-9-
Consolidating Statement of Cash Flows
- -------------------------------------
(In millions) Fiscal Year Ended Dec. 28, 2001
------------------------------------------------------------------------
CSX
Corporate CSX Lines Other Elimination Consolidated
------------------------------------------------------------------------
Operating Activities
------------------------------------------------------------------------
Net Cash Provided (Used) by Operating Activities $ (85) $ 80 $ 1,090 $ (258) $ 827
------------------------------------------------------------------------
Investing Activities
Property Additions - (11) (919) - (930)
Short-term Investments-Net 169 - (220) - (51)
Other Investing Activities (191) 1 1,369 (1,163) 16
------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities (22) (10) 230 (1,163) (965)
------------------------------------------------------------------------
Financing Activities
Short-term Debt-Net (524) - - - (524)
Long-term Debt Issued 962 - - - 962
Long-term Debt Repaid (60) (21) (185) - (266)
Cash Dividends Paid (174) - (222) 225 (171)
Common Stock Issued 26 - (160) 134 -
Common Stock Retired (1) - 1 - -
Other Financing Activities (13) (49) (986) 1,062 14
------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities 216 (70) (1,552) 1,421 15
------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 109 - (232) - (123)
------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Period 47 - 213 - 260
------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $ 156 $ - $ (19) $ - $ 137
========================================================================
Consolidating Statement of Cash Flows
- -------------------------------------
(In millions) Fiscal Year Ended Dec. 29, 2000
------------------------------------------------------------------------
CSX
Corporate CSX Lines Other Eliminations Consolidated
------------------------------------------------------------------------
Operating Activities
------------------------------------------------------------------------
Net Cash Provided (Used) by Operating Activities
$ 224 $ (20) $ 866 $ (360) $ 710
------------------------------------------------------------------------
Investing Activities
Property Additions - (16) (897) - (913)
Net Proceeds from Divestitures and Sale of Assets 673 - (23) - (650)
Short-term Investments-net 96 - (181) - (85)
Other Investing Activities (104) (1) (803) 919 11
------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities 665 (17) (1,904) 919 (337)
------------------------------------------------------------------------
Financing Activities
Short-term Debt-Net 175 - (400) - (225)
Long-term Debt Issued 400 - 188 - 588
Long-term Debt Repaid (1,054) (68) 371 - (751)
Cash Dividends Paid (267) - (235) 240 (262)
Preferred Stock Issued - - 396 (396) -
Common Stock Issued 94 - (56) (38) -
Common Stock Retired (80) - 80 - -
Common Stock Reacquired - - (42) - (42)
Other Financing Activities 365 89 (136) (365) (47)
------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities (367) 21 166 (559) (739)
------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 522 (16) (872) - (366)
------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Year (475) 16 1,085 - 626
------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 47 $ - $ 213 $ - $ 260
========================================================================
Consolidating Statement of Cash Flows
- -------------------------------------
(In millions) Fiscal Year Ended Dec.31,1999
------------------------------------------------------------------------
CSX
Corporate Sea-Land Other Eliminations Consolidated
------------------------------------------------------------------------
Operating Activities
------------------------------------------------------------------------
Net Cash Provided (Used) by Operating Activities $ 154 $ 62 $ 1,125 $ (270) $ 1,071
------------------------------------------------------------------------
Investing Activities
Property Additions - (86) (1,431) - (1,517)
Net Proceeds from Conveyance of Barge Subsidiary - - 751 - 751
Investment in Conrail 2,084 - (2,086) - (2)
Short-term Investments-net 94 - - - 94
Other Investing Activities (2,090) 712 (545) 2,015 92
------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities 88 626 (3,311) 2,015 (582)
------------------------------------------------------------------------
Financing Activities
Short-term Debt-Net 187 - - - 187
Long-term Debt Issued - - 284 - 284
Long-term Debt Repaid - (18) (108) - (126)
Cash Dividends Paid (266) (14) (252) 270 (262)
Other Financing Activities 38 (241) 2,167 (2,015) (51)
------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities (41) (273) 2,091 (1,745) 32
------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 201 415 (95) - 521
------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Year (676) 139 642 - 105
------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ (475) $ 554 $ 547 $ - $ 626
========================================================================
-10-
(2) Financial Statement Schedules
The information required by Rule 3-09 is included in the Annual Report in
Note 3 to the consolidated financial statements, "Investment in and
Integrated Rail Operations with Conrail" and the Audited Consolidated
Financial Statements of Conrail Inc., filed herewith as exhibit 99.1. The
information required by Schedule II is included in the Annual Report in
Note 11 to the consolidated financial statements, "Casualty, Environmental
and Other Reserves." All other financial statement schedules are not
applicable.
(3) Exhibits
3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 to the Registrant's
Form 10-Q dated August 4, 2000)
3.2* Bylaws of the Registrant, amended as of February 13, 2002
4.1 Amended and Restated Articles of Incorporation of the Registrant
(see Exhibit 3.1)
4.2 Bylaws of the Registrant, as amended (see Exhibit 3.2)
4.3(a) Rights Agreement, dated as of May 29, 1998, between the Registrant
and Computershare Investor Services, Inc. (successor to Harris Trust
Company of New York), as Rights Agent (incorporated by reference to
Exhibit 99.1 to the Registrant's Registration on Form 8-A (File No.
001-8022) filed with the SEC on May 29, 1998)
4.3(b) Amendment No. 1 to the Rights Agreement, dated as of June 27, 2000,
between the Registrant and Computershare Investor Services, Inc.
(successor to Harris Trust Company of New York), as Rights Agent,
(incorporated by reference to Exhibit 3 to the Registrant's
Registration on Form 8-A/A (File No. 1-8022) filed with the SEC on
June 28, 2000)
4.4(a) Indenture, dated August 1, 1990, between the Registrant and The
Chase Manhattan Bank, as Trustee (incorporated herein by reference
to the Registrant's Form SE, dated September 7, 1990, filed with
the Commission)
4.4(b) First Supplemental Indenture, dated as of June 15, 1991, between the
Registrant and The Chase Manhattan Bank, as Trustee (incorporated
herein by reference to Exhibit 4(c) to the Registrant's Form SE,
dated May 28, 1992, filed with the Commission)
4.4(c) Second Supplemental Indenture, dated as of May 6, 1997, between the
Registrant and The Chase Manhattan Bank, as Trustee (incorporated
herein by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-28523) filed with the
Commission on June 5, 1997)
4.4(d) Third Supplemental Indenture, dated as of April 22, 1998, between
the Registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K filed with the Commission
on May 12, 1998)
4.4(e) Fourth Supplemental Indenture, dated as of October 30, 2001, between
the Registrant and The Chase Manhattan Bank, as Trustee
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Report on Form 10-Q filed with the Commission on
November 7, 2001)
Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define
the rights of holders of the Registrant's long-term debt securities, where
the long-term debt securities authorized under each such instrument do not
exceed 10% of the Registrant's total assets, have been omitted and will be
furnished to the Commission upon request.
-11-
10.1* CSX Stock Plan for Directors (as amended through May 1, 2001)**
10.2* Corporate Director Deferred Compensation Plan (as amended through May
1, 2001)**
10.3 CSX Directors' Charitable Gift Plan, as amended (incorporated herein
by reference to Exhibit 10.4 to the Registrant's Annual Report on
Form 10-K dated March 4, 1994)**
10.4 CSX Directors' Matching Gift Plan, as amended (incorporated herein by
reference to Exhibit 10.5 to the Registrant's Annual Report on Form
10-K dated March 14, 1997)**
10.5 Employment and Consulting Agreement with J. W. Snow (incorporated
herein by reference to Exhibit 10.3 to the Registrant's Report on
Form 10-Q dated November 7, 2001)**
10.6 Restricted Stock Award Agreement with J. W. Snow (incorporated herein
by reference to Exhibit 10.4 to the Registrant's Report on Form 10-Q
dated November 7, 2001)**
10.7 Stock Option Agreement with J. W. Snow(incorporated herein by
reference to Exhibit 10.5 to the Registrant's Report on Form 10-Q
dated November 7, 2001)**
10.8 Agreement with J. W. Snow (incorporated herein by reference to
Exhibit 10.9 to the Registrant's Annual Report on Form 10-K dated
March 4, 1994)**
10.9 Employment Agreement with J. W. Snow (incorporated herein by
reference to Exhibit 10.12 to the Registrant's Annual Report on Form
10-K dated March, 7, 2000)**
10.10 Special Employment Agreement with M. J. Ward (incorporated herein by
reference to Exhibit 10.6 to the Registrant's Report on Form 10-Q
dated November 7, 2001)**
10.11 Restricted Stock Award Agreement with M. J. Ward (incorporated herein
by reference to Exhibit 10.7 to the Registrant's Report on Form 10-Q
dated November 7, 2001)**
10.12 Special Employment Agreement with M. G. Aron (incorporated herein by
reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q
dated November 7, 2001)**
10.13 Form of Agreement with R.J. Grassi (incorporated herein by reference
to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K dated
March 3, 1995)**
10.14 Form of Amendment to Agreement with R.J. Grassi(incorporated herein
by reference to Exhibit 10.7 to the Registrant's Annual Report on
Form 10-K dated March 14, 1997)**
10.15* Supplement to Agreement with R.J. Grassi**
10.16 Form of Employment Agreement with P. R. Goodwin, M. G. Aron, and M.
J. Ward (incorporated by reference to Exhibit 10.16 of the
Registrant's Report on Form 10-K dated February 28, 2001)**
10.17* Form of Stock Option Agreement**
10.18 CSX Market Value Cash Plan (incorporated herein by reference to
Exhibit 10.13 to the Registrant's Annual Report on Form 10-K dated
March 3, 1999)**
10.19 Stock Purchase and Loan Plan, as amended (incorporated herein by
reference to Exhibit 10. 14 to the Registrant's Annual Report on
Form 10-K dated March 3, 1999)**
10.20 1987 Long-Term Performance Stock Plan, as Amended and Restated
effective April 25, 1996 (as amended through September 8,
1999)-(incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K dated March 7, 2000)**
10.21 1985 Deferred Compensation Program for Executives of CSX Corporation
and Affiliated Companies, as amended (incorporated herein by
reference to Exhibit 10.16 to the Registrant's Annual Report on Form
10-K dated February 18, 1998)**
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10.22* Supplementary Savings Plan and Incentive Award Deferral Plan for
Eligible Executives of CSX Corporation and Affiliated Companies, as
Amended through February 14, 2001**
10.23* Special Retirement Plan of CSX Corporation and Affiliated
Companies, as Amended through February 14, 2001**
10.24* Supplemental Retirement Benefit Plan of CSX Corporation and
Affiliated Companies, as Amended through February 14, 2001**
10.25 Senior Executive Incentive Compensation Plan (incorporated herein by
reference to Appendix B to the Registrant's Definitive Proxy
Statement dated March 17, 2000)**
10.26* CSX Omnibus Incentive Plan, as Amended through February 14, 2001**
10.27 1990 Stock Award Plan as Amended and Restated Effective February 14,
1996(as Amended through September 8, 1999)(incorporated by reference
to Exhibit 10.24 to the Registrants Annual Report on Form 10-K dated
March 7, 2000)**
10.28 CSX Long Term Incentive Cash Program (incorporated by reference to
Exhibit 10.28 to the Registrant's Annual Report on Form 10-K dated
March 1, 2001)**
10.29 CSX 2000 Stock Reacquisition Plan (incorporated by reference to
Exhibit 99 to the Registrant's Registration Statement on Form S-8
(Registration No. 33-48896) filed with the Commission on October 30,
2000)**
10.30 Amended and Restated Credit Agreement (incorporated herein by
reference to Exhibit 10.1 to the Registrant's Current Report on Form
8-K filed with the Commission on June 4, 1997)
10.31 Transaction Agreement (incorporated herein by reference to Exhibit
10 to the Registrant's Current Report on Form 8-K filed with the
Commission on July 8, 1997)
10.32 Amendment No. 1, dated as of August 22, 1998, to the Transaction
Agreement, dated as of June 10, 1997, by and among CSX Corporation,
CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk
Southern Railway Company, Conrail Inc., Consolidated Rail
Corporation, and CRR Holdings LLC. (incorporated herein by reference
to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed
with the Commission on June 11, 1999)
10.33 Amendment No. 2, dated as of June 1, 1999, to the Transaction
Agreement, dated June 10, 1997, by and among CSX Corporation, CSX
Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern
Railway Company, Conrail Inc., Consolidated Rail Corporation, and
CRR Holdings, LLC. (incorporated herein by reference to Exhibit 10.2
to the Registrant's Current Report on Form 8-K filed with the
Commission on June 11, 1999)
10.34 Amendment No. 3, dated as of August 1, 2000, to the Transaction
Agreement by and among CSX Corporation, CSX Transportation, Inc.,
Norfolk Southern Corporation, Norfolk Southern Railway Company,
Conrail Inc., Consolidated Rail Corporation, and CRR Holdings LLC.
(incorporated herein by reference to Exhibit 10.34 to the
Registrant's Annual Report on Form 10-K dated March 1, 2001)
10.35 Operating Agreement, dated as of June 1, 1999, by and between New
York Central Lines LLC and CSX Transportation, Inc. (incorporated
herein by reference to Exhibit 10.3 to the Registrant's Current
Report on Form 8-K filed with the Commission on June 11, 1999)
10.36 Shared Assets Area Operating Agreement for North Jersey, dated as of
June 1, 1999, by and among Consolidated Rail Corporation, CSX
Transportation, Inc., and Norfolk Southern Railway Company, with
exhibit thereto (incorporated herein by reference to Exhibit 10.4 to
the Registrant's Current Report on Form 8-K filed with the
Commission on June 11, 1999)
10.37 Shared Assets Area Operating Agreement for Southern
Jersey/Philadelphia, dated as of June 1, 1999, by and among
Consolidated Rail Corporation, CSX Transportation, Inc., and Norfolk
Southern Railway Company, with exhibit thereto
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(incorporated herein by reference to Exhibit 10.5 to the
Registrant's Current Report on Form 8-K filed with the Commission on
June 11, 1999)
10.38 Shared Assets Area Operating Agreement for Detroit, dated as of June
1, 1999, by and among Consolidated Rail Corporation, CSX
Transportation, Inc., and Norfolk Southern Railway Corporation, with
exhibit thereto (incorporated herein by reference to Exhibit 10.6 to
the Registrant's Current Report on Form 8-K filed with the
Commission on June 11, 1999)
10.39 Monongahela Usage Agreement, dated as of June 1, 1999, by and among
CSX Transportation, Inc., Norfolk Southern Railway Company,
Pennsylvania Lines LLC, and New York Central Lines LLC, with exhibit
thereto (incorporated herein by reference to Exhibit 10.7 to the
Registrant's Current Report on Form 8-K filed with the Commission on
June 11, 1999)
10.40 364-Day Revolving Credit Agreement dated as of June 8, 2001
(incorporated by reference to the Registrant's Current Report on
Form 8-K filed with the Commission on October 29, 2001)
10.41 Five-Year Revolving Credit Agreement dated as of June 8, 2001
(incorporated by reference to the Registrant's Current Report on
Form 8-K filed with the Commission on October 29, 2001)
12* Computation of Ratio of Earnings to Fixed Charges
13* Annual Report to Shareholders***
21* Subsidiaries of the Registrant
23.1* Consent of Ernst & Young LLP
23.2* Consent of Ernst & Young LLP and KPMG LLP, Independent Auditors
24* Powers of Attorney
99.1* Audited Consolidated Financial Statements of Conrail Inc. for the
Years Ended Dec. 31, 2001, 2000, and 1999
* Filed herewith
** Management Contract or Compensatory Plan or Arrangement
*** Except for those portions of the Annual Report which are expressly
incorporated by reference in this Form 10-K, the Annual Report is
furnished for the information of the Securities and Exchange
Commission only and is not to be deemed "filed" as part of this Form
10-K.
(b) Reports on Form 8-K
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: /s/JAMES L. ROSS
------------------------------
James L. Ross
Vice President and Controller
(Principal Accounting Officer)
Dated: March 4, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on February 28, 2001.
Signature Title
- --------- -----
/s/ JOHN W. SNOW* Chairman of the Board, President,
- -----------------
John W. Snow Chief Executive Officer and Director
(Principal Executive Officer)
/s/ PAUL R. GOODWIN* Executive Vice President-Finance and
- --------------------
Paul R. Goodwin Chief Financial Officer
(Principal Financial Officer)
/s/ ELIZABETH E. BAILEY* Director
- ------------------------
Elizabeth E. Bailey
/s/ H. FURLONG BALDWIN* Director
- -----------------------
H. Furlong Baldwin
/s/ CLAUDE S. BRINEGAR* Director
- -----------------------
Claude S. Brinegar
/s/ ROBERT L. BURRUS, JR.* Director
- --------------------------
Robert L. Burrus, Jr.
/s/ BRUCE C. GOTTWALD* Director
- ----------------------
Bruce C. Gottwald
/s/ JOHN R. HALL* Director
- -----------------
John R. Hall
/s/ E. BRADLEY JONES* Director
- ---------------------
E. Bradley Jones
/s/ ROBERT D. KUNISCH* Director
- ----------------------
Robert D. Kunisch
/s/ JAMES W. MCGLOTHLIN* Director
- ------------------------
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James W. McGlothlin
/s/ SOUTHWOOD J. MORCOTT* Director
- -------------------------
Southwood J. Morcott
/s/ CHARLES E. RICE* Director
- --------------------
Charles E. Rice
/s/ WILLIAM C. RICHARDSON* Director
- --------------------------
William C. Richardson
/s/ FRANK S. ROYAL, M.D.* Director
- -------------------------
Frank S. Royal, M.D.
*By: /s/ ELLEN M. FITZSIMMONS
------------------------
Ellen M. Fitzsimmons
Attorney-in-Fact
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