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 29, 2000
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 6.
On January 26, 2001, the aggregate market value of the Registrant's voting stock
held by non-affiliates was approximately $4.2 billion (based on the New York
Stock Exchange closing price on such date).
On January 26, 2001, there were 212,982,301 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 29, 2000 ("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 May 1, 2001 ("Proxy
Statement")
-1-
PART I
Item 1. Business
In response to this Item, the information set forth on page 1 under the
caption "Financial Highlights", page 6 for Rail Operations, page 8 under the
captions "CSX Intermodal", "CSX Lines", "CSX World Terminals", and pages 15-27
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 15-27
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations", page 32 under the caption "Properties" and page 38
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 pages under the
captions "New Orleans Tank Car Fire Litigation" and "Environmental Management",
page 25 under the captions "New Orleans Tank Car Fire" and "ECT Dispute" and
pages 44 and 45 under the captions "Environmental" and "Other Legal Proceedings"
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 2000.
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, 61 Chairman, President and Chief Executive Officer
of CSX since February 1991.
Paul R. Goodwin, 58 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.
Mark G. Aron, 58 Executive Vice President-Law and Public Affairs
of CSX since April 1995.
Andrew B. Fogarty, 56 Senior Vice President-Corporate Services of CSX
since September 1997. Prior to September 1997,
Mr. Fogarty served as Senior Vice
President-Finance and Planning, Sea-Land, from
June 1996 to August 1997; and prior thereto as
CSX Vice President-Audit and Advisory Services
-2-
Lester M. Passa, 46 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, 58 Group Vice President-Corporate Communications
and Investor Relations since April 1998. Prior
to April 1998, Mr. Mohorovic served as CSX Vice
President-Corporate Relations.
James L. Ross, 62 Vice President and Controller of CSX since
April 1996. Prior to April 1996, Mr. Ross
served as CSX Vice President-Special Projects.
Michael J. Ward, 50 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; Executive Vice
President-Finance and Chief Financial Officer
from June 1996 to October 1998; and prior
thereto as Senior Vice President-Finance.
P. Michael Giftos, 54 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.
Frederick J. Favorite, Jr., 47 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, from September
1996 to December 1998; and prior thereto as
Vice President-Finance, Sea-Land.
Robert J. Grassi, 54 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 from June
1996 to August 1997; and prior thereto as
Senior Vice President - Finance and Planning.
-3-
Charles G. Raymond, 57 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 50,
"Shareholder Information", and page 51, "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 15-27 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 21 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 28-48 and
page 49 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.
-4-
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 28-48 of
the Annual Report, are incorporated herein by reference:
Consolidated Statement of Earnings for the Fiscal Years
Ended Dec. 29, 2000, Dec. 31, 1999, and Dec. 25, 1998
Consolidated Statement of Cash Flows for the Fiscal Years
Ended Dec. 29, 2000, Dec. 31, 1999, and Dec. 25, 1998
Consolidated Statement of Financial Position at Dec. 29,
2000 and Dec. 31, 1999
Consolidated Statement of Changes in Shareholders' Equity
for the Fiscal Years Ended Dec. 29, 2000, Dec. 31, 1999,
and Dec. 25, 1998
Notes to Consolidated Financial Statements
Report of Independent Auditors
The following financial statement footnote was not
included in the Annual Report.
-5-
Note 20. 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 2000 consolidating schedules reflect
CSX Lines as the obligor and the 1999 and 1998
consolidating schedules reflect Sea-Land as the obligor.
In accordance with SEC disclosure requirements,
consolidating financial information for the parent and
guarantors are as follows: (amounts in millions)
Consolidating Statement of Financial Position 2000
- ---------------------------------------------
CSX Corporate CSX Lines Other Eliminations Consolidated
-----------------------------------------------------------------------
Assets
Cash, Cash Equivalents and Short-term
Investments $ 285 $ (94) $ 493 $ - $ 684
Accounts Receivable 33 65 926 (174) 850
Materials and Supplies - 15 230 - 245
Deferred Income Taxes - - 121 - 121
Other Current Assets 12 12 248 (126) 146
----------------------------------------------------------------------
Total Current Assets 330 (2) 2,018 (300) 2,046
Properties 29 455 17,355 - 17,839
Accumulated Depreciation (25) (276) (4,896) - (5,197)
----------------------------------------------------------------------
Properties, net 4 179 12,459 - 12,642
Investment in Conrail 364 - 4,304 - 4,668
Affiliates and Other Companies - 164 227 (29) 362
Investment in Consolidated Subsidiaries 13,184 - 386 (13,570) -
Other long-term assets (205) - 2,097 (1,119) 773
----------------------------------------------------------------------
Total Assets $13,677 $ 341 $21,491 $(15,018) $20,491
======================================================================
Liabilities
Current Liabilities
Accounts Payable $ 102 $ 88 $ 1,036 $ (147) $ 1,079
Labor and Fringe Benefits Payable 5 21 379 - 405
Payable to Affiliates - - 127 (127) -
Casualty, Environmental and
Other Reserves 1 3 242 - 246
Current Maturities of Long-term
debt 60 - 112 - 172
Short-term Debt 749 - - - 749
Income and Other Taxes Payable 1,346 12 (986) - 372
Other Current Liabilities 39 25 219 (26) 257
----------------------------------------------------------------------
Total Current Liabilities 2,302 149 1,129 (300) 3,280
Casualty, Environmental and Other
reserves - 4 751 - 755
Long-term Debt 4,594 54 1,162 - 5,810
Deferred Income Taxes 118 (16) 3,282 - 3,384
Long Term Payable to Affiliates 396 14 707 (1,117) -
Other Long-term Liabilities 250 43 982 (30) 1,245
----------------------------------------------------------------------
Total Liabilities 7,660 248 8,013 (1,447) 14,474
----------------------------------------------------------------------
Shareholders' Equity
Preferred Stock - - 396 (396) -
Common Stock 213 - 209 (209) 213
Other Capital 1,467 98 8,958 (9,056) 1,467
Retained Earnings 4,337 (5) 3,915 (3,910) 4,337
Accumulated Other Comprehensive
Loss - - - - -
----------------------------------------------------------------------
Total Shareholders' Equity 6,017 93 13,478 (13,571) 6,017
----------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity $13,677 $ 341 $21,491 $(15,018) $20,491
======================================================================
Consolidating Statement of Financial Position
- ---------------------------------------------
1999
CSX Corporate Sea-Land Other Eliminations Consolidated
---------------------------------------------------------------------
Assets
Cash, Cash Equivalents and Short-term Investments $ (141) $ 553 $ 567 $ (5) $ 974
Accounts Receivable 38 38 1,348 (289) 1,135
Materials and Supplies - 16 204 - 220
Deferred Income Taxes - (3) 138 - 135
Other Current Assets 7 13 146 (67) 99
---------------------------------------------------------------------
Total Current Assets (96) 617 2,403 (361) 2,563
Properties 29 600 16,897 - 17,526
Accumulated Depreciation (24) (339) (4,906) - (5,269)
---------------------------------------------------------------------
Properties, net 5 261 11,991 - 12,257
Investment in Conrail 385 - 4,278 - 4,663
Affiliates and Other Companies - 282 128 - 410
Investment in Consolidated
Subsidiaries 13,141 - - (13,141) -
Other long-term assets 191 129 1,237 (730) 827
---------------------------------------------------------------------
Total Assets $13,626 $1,289 $20,037 $(14,232) $20,720
=====================================================================
Liabilities
Current Liabilities
Accounts Payable $ 71 $ 104 $ 1,193 $ (171) $ 1,197
Labor and Fringe Benefits Payable 7 60 369 - 436
Payable to Affiliates - 68 108 (176) -
Casualty, Environmental and Other Reserves - 9 262 - 271
Current Maturities of Long-term debt 254 - 95 - 349
Short-term Debt 574 - - - 574
Income and Other Taxes Payable 1,044 14 (834) - 224
Other Current Liabilities 36 134 268 (16) 422
---------------------------------------------------------------------
Total Current Liabilities 1,986 389 1,461 (363) 3,473
Casualty, Environmental and Other reserves - 93 674 - 767
Long-term Debt 5,054 - 1,142 - 6,196
Deferred Income Taxes 359 (91) 2,959 - 3,227
Long Term Payable to Affiliates - 434 291 (725) -
Other Long-term Liabilities 474 284 546 (3) 1,301
---------------------------------------------------------------------
Total Liabilities 7,873 1,109 7,073 (1,091) 14,964
---------------------------------------------------------------------
Shareholders' Equity
Common Stock 218 - 182 (182) 218
Other Capital 1,525 803 8,275 (9,078) 1,525
Retained Earnings 4,034 (617) 4,498 (3,881) 4,034
Accumulated Other Comprehensive Loss (24) (6) 9 - (21)
---------------------------------------------------------------------
Total Shareholders' Equity 5,753 180 12,964 (13,141) 5,756
---------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $13,626 $1,289 $20,037 $(14,232) $20,720
=====================================================================
Consolidating Statement of Earnings
- ----------------------------------- 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 (1) 191 (988) 15
Interest Expense 556 7 157 (177) 543
Earnings
Earnings before Income Taxes 479 (8) 617 (811) 277
Income Tax Expense (11) (3) 105 - 91
------------------------------------------------------------------
Earnings before Discontinued Operations and 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
------------------------------------------------------------------
Earnings before Cumulative Effect of Accounting Change 492 (5) 889 (811) 565
Cumulative Effect on Prior Years of Accounting Change - - - - -
------------------------------------------------------------------
Net Earnings (Loss) $ 492 $ (5) $ 889 $(811) $ 565
==================================================================
Consolidating Statement of Earnings 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 (95) 172 (199) 52
Interest Expense 526 63 20 (88) 521
Earnings
Earnings before Income Taxes (65) (403) 683 (111) 104
Income Tax Expense (5) (127) 204 - 72
------------------------------------------------------------------
Earnings before Discontinued Operations and (60) (276) 479 (111) 32
Earnings from Discontinued Operations, Net of Tax - - 19 - 19
------------------------------------------------------------------
Earnings before Cumulative Effect of Accounting Change (60) (276) 498 (111) 51
Cumulative Effect on Prior Years of Accounting Change - (49) - - (49)
------------------------------------------------------------------
Net Earnings (Loss) $ (60) $ (325) $ 498 $(111) $ 2
==================================================================
Consolidating Statement of Earnings
- ----------------------------------- 1998
CSX Corporate Sea-Land Other Eliminations Consolidated
------------------------------------------------------------------
Operating Income
Operating Revenue $ - $3,916 $5,607 $ (33) $9,490
Operating Expense (237) 3,821 4,808 (33) 8,359
------------------------------------------------------------------
Operating Income(Loss) 237 95 799 - 1,131
Other Income and Expense
Other Income 701 (127) 381 (836) 119
Interest Expense 516 53 24 (87) 506
Earnings
Earnings before Income Taxes 422 (85) 1,156 (749) 744
Income Tax Expense (3) (15) 242 - 224
------------------------------------------------------------------
Earnings before Discontinued Operations and 425 (70) 914 (749) 520
Earnings from Discontinued Operations, Net of Tax - - 17 - 17
------------------------------------------------------------------
Earnings before Cumulative Effect of Accounting Change 425 (70) 931 (749) 537
Cumulative Effect on Prior Years of Accounting Change - - - - -
------------------------------------------------------------------
Net Earnings (Loss) $ 425 $ (70) $ 931 $(749) $ 537
==================================================================
Consolidating Statement of Cash Flows 2000
- ------------------------------------- CSX Corporate CSX Lines Other Eliminations Consolidated
-----------------------------------------------------------------
Operating Activities
-----------------------------------------------------------------
Net Cash Provided by Operating Activities $ 224 $ (24) $ 870 $(360) $ 710
-----------------------------------------------------------------
Investing Activities
Property Additions - (16) (897) - (913)
Net Proceeds from Sale of Assets 673 - (23) - 650
Investment in Conrail (1) - 1 - -
Short-term Investments-net 96 - (181) - (85)
Other Investing Activities (103) (1) (804) 919 11
-----------------------------------------------------------------
Net Cash 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) - 303 - (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 (69) 22 (365) (47)
-----------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities (367) (69) 256 (559) (739)
-----------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents $ 522 $(110) $ (778) $ - $(366)
-----------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Year $(475) $ 16 $1,085 $ - $ 626
-----------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 47 $ (94) $ 307 $ - $ 260
=================================================================
Consolidating Statement of Cash Flows 1999
CSX Corporate Sea-Land Other Eliminations Consolidated
--------------------------------------------------------------------
Operating Activities
--------------------------------------------------------------------
Net Cash Provided by Operating Activities $ 154 $ 62 $ 1,125 $ (270) $ 1,071
--------------------------------------------------------------------
Investing Activities
Property Additions - (86) (1,431) - (1,517)
Net Proceeds from Sale of International Container-
Shipping Assets - - 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 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
====================================================================
Consolidating Statement of Cash Flows 1998
CSX Corporate Sea-Land Other Eliminations Consolidated
----------------------------------------------------------------
Operating Activities
----------------------------------------------------------------
Net Cash Provided by Operating Activities $ 269 $ 63 $ 1,203 $(535) $ 1,000
----------------------------------------------------------------
Investing Activities
Property Additions (1) (54) (1,424) - (1,479)
Net Proceeds from Conveyance of Barge Subsidiary - - 628 - 628
Investment in Conrail - - (13) - (13)
Short-term Investments-net 6 - - - 6
Other Investing Activities (245) (13) (113) 359 (12)
----------------------------------------------------------------
Net Cash Used by Investing Activities (240) (67) (922) 359 (870)
----------------------------------------------------------------
Financing Activities
Short-term Debt-Net 60 - 1 - 61
Long-term Debt Issued 987 - 166 - 1,153
Long-term Debt Repaid (1,059) (1) (72) - (1,132)
Cash Dividends Paid (267) (55) (475) 535 (262)
Common Stock Reacquired (103) - - - (103)
Other Financing Activities 57 50 259 (359) 7
----------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities (325) (6) (121) 176 (276)
----------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents $ (296) $ (10) $ 160 $ - $ (146)
----------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Year $ (380) $ 149 $ 482 $ - $ 251
----------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ (676) $ 139 $ 642 $ - $ 105
================================================================
(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 to the Registrant's Annual Report on Form
10-K dated February 15, 1991)
3.2 Bylaws of the Registrant, as amended (incorporated
herein by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K dated March
7, 2000)
4.1(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)
4.1(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)
4.1(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. 33-28523)
filed with the Commission on June 5, 1997)
4.1(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)
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
-6-
omitted and will be furnished to the Commission upon request.
10.1 CSX Stock Plan for Directors, as amended
(incorporated herein by reference to Appendix A to
the Definitive Proxy Statement dated March 18,
1997)**
10.2 Corporate Director Deferred Compensation Plan, as
amended (incorporated herein by reference to Exhibit
10.3 to the Registrant's Annual Report on Form 10-K
dated February 18, 1998)**
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 Form of Agreement with J. W. Snow, and 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)**
10.6 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)**
10.7 Form of Retention Agreement with A. R. Carpenter
(incorporated herein by reference to Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K dated
February 28, 1992)**
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 Amendment to Agreement with J. W. Snow (incorporated
herein by reference to Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K dated March
14, 1997)**
10.10 Amendment to Agreement with J. W. Snow (incorporated
herein by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K dated
February 18, 1998)**
10.11 Agreement with R. J. Conway (incorporated herein by
reference to Exhibit 10.11 to the Registrants Annual
Report on Form 10K dated March, 7, 2000)**
10.12 Employment Agreement with J. W. Snow (incorporated
herein by reference to Exhibit 10.12 to the
Registrants Annual Report on Form 10K dated March, 7,
2000)**
10.13 Employment Agreement with A. R. Carpenter
(incorporated herein by reference to Exhibit 10.13 to
the Registrants Annual Report on Form 10K dated
March, 7, 2000)**
10.14 Employment Agreement with R. J. Conway (incorporated
herein by reference to Exhibit 10.14 to the
Registrants Annual Report on Form 10K dated March, 7,
2000)**
10.15* Employment Separation and Consulting Agreement with
R. J. Conway**
10.16* Form of Employment Agreement with A. R. Carpenter, P.
R. Goodwin and M. G. Aron**
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,
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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)**
10.22 Supplementary Savings Plan and Incentive Award
Deferral Plan for Eligible Executives of CSX
Corporation and Affiliated Companies, as Amended and
Restated January 1, 1995 (as Amended through
September 8, 1999)-(Incorporated by reference to
Exhibit 10.20 to the Registrant's Annual Report on
Form 10-K dated March 7, 2000)**
10.23* Special Retirement Plan of CSX Corporation and
Affiliated Companies, as Amended and Restated January
1, 1995 (as Amended through June 27, 2000)**
10.24* Supplemental Retirement Benefit Plan of CSX
Corporation and Affiliated Companies, as Amended and
Restated January 1, 1995 (as Amended through June 27,
2000)**
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 (incorporated by reference
to Appendix A to the Registrant's Definitive Proxy
Statement dated March 17, 2000)
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**
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.
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
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Exhibit 10.3 to the Registrant's Curren 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 (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* Agreement with Bank of America for limited guaranty
of loan to A.R. Carpenter**
10.41* Agreement with Bank of America for limited guaranty
of loan to J.W. Snow**
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
23.3* Consent of PricewaterhouseCoopers LLP, Independent
Accountants
24* Powers of Attorney
99.1* Audited Consolidated Financial Statements of Conrail
Inc. for the Years Ended Dec. 31, 2000,1999, and 1998
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* 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
Form 8-K filed on January 31, 2001 to restate prior-period
financial statements to reflect the contract logistics segment as
a discontinued operation.
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: February 28, 2001
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.
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/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
- ------------------------
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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