10-K 1 0001.txt FORM 10-K ANNUAL REPORT 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, -7- 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 -8- 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 -9- * 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. -10- /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 -11-