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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 31, 1999
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 7.
On February 25, 2000, the aggregate market value of the Registrant's voting
stock held by non-affiliates was approximately $4.6 billion (based on the
New York Stock Exchange closing price on such date).
On February 25, 2000, there were 218,584,741 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 Report to Part I, II & IV
Shareholders for the fiscal year ended December 31,
1999 ("Annual Report")
2. Portions of the Registrant's Definitive Proxy Part III
Statement to be filed with respect to its annual
meeting of shareholders scheduled to be held on
April 27, 2000 ("Proxy Statement")
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PART I
Item 1. Business
In response to this Item, the information set forth on page 1 under the
caption "Financial Highlights", page 9 under the captions "Rail Operations" and
"Intermodal", page 11 under the caption "Container-shipping and Terminal
Management Operations", page 13 under the caption "Contract Logistics" and pages
19-29 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 19-29 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 pages 28-29 under
the captions "New Orleans Tank Car Fire Litigation" and "Environmental
Management", page 46 under the caption "New Orleans Tank Car Fire" and pages 46
and 47 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 1999.
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, 60 Chairman, President and Chief Executive Officer
of CSX since February 1991.
Alvin R.(Pete) Carpenter, 58 Vice Chairman of CSX since July 1999. Prior
to July 1999, Mr. Carpenter served as
President and Chief Executive Officer of CSXT.
Mark G. Aron, 57 Executive Vice President-Law and Public Affairs
of CSX since April 1995. Prior to April 1995,
Mr. Aron served as CSX Senior Vice President-
Law and Public Affairs.
Paul R. Goodwin, 57 Executive Vice President-Finance and Chief
Financial Officer of CSX since April 1995.Prior
to April 1995, Mr. Goodwin served as an officer
of CSXT as Executive Vice President- Finance &
Administration from February 1995 to April
1995,
- 2 -
and prior thereto as Senior Vice
President-Finance.
William J. Flynn, 46 Senior Vice President-Strategic Planning of CSX
since December 1999. Prior to December 1999,
Mr. Flynn served as an officer of Sea-Land as
Vice President-Asia from April 1999 to November
1999; Vice President-Central Asia from October
1997 to March 1999; Vice President-North Asia
from September 1996 to September 1997; and
prior thereto as Vice President-Global
Services.
Andrew B. Fogarty, 55 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; as CSX Vice President-Audit and
Advisory Services from March 1995 to June 1996;
and prior thereto as CSX Vice President-
Executive Department.
Jesse R. Mohorovic, 57 Group Vice President-Corporate Communications
and Investor Relations since April 1998. Prior
to April 1998, Mr. Mohorovic served as CSX
Vice President-Corporate Relations from
February 1995 to April 1998; and prior thereto
as CSXT Vice President-Corporate
Communications.
James L. Ross, 61 Vice President and Controller of CSX since
April 1996. Prior to April 1996, Mr. Ross
served as CSX Vice President-Special Projects
from October 1995 to April 1996; and prior
thereto as Audit Partner with Ernst & Young
LLP.
Ronald J. Conway, 55 President of CSXT since July 1999. Prior to
July 1999, Mr. Conway served as CSXT Executive
Vice President-Operations from June 1998 to
July 1999; and prior thereto as Senior Vice
President-Operations of Conrail Inc.
Frederick J. Favorite, Jr., 46 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.
Dale R. Hawk, 55 Senior Vice President-Automotive Services Group
since July 1999. Prior to July 1999, Mr. Hawk
served as CSXT Vice President & General
Manager, Automotive Business Unit from April
1995 to July 1999; and prior thereto as CSXT
Assistant Vice President-Metals Sales &
Marketing.
John P. Sammon, 49 Senior Vice President-Merchandise Services
Group of CSXT since June 1999. Prior thereto,
Mr. Sammon served as Senior Vice President-Core
SVC Group of Conrail Inc.
Paul D. Sandler, 52 Senior Vice President-Corporate Services of
CSXT since July 1999. Prior to July 1999, Mr.
Sandler served as CSXT General
- 3 -
Manager and Vice President, Florida Business
Unit from February 1995 to July 1999; and
prior thereto as CSXT Vice President-Planning.
Gary M. Spiegel, 49 Senior Vice President-Operations of CSXT since
July 1999. Prior to July 1999, Mr. Spiegel
served as CSXT Vice President-Network
Operations from June 1998 to July 1999; and
prior thereto as an officer of Conrail Inc. as
Vice President-Service Delivery from June 1997
to June 1998; Assistant Vice President-Service
Delivery from June 1996 to June 1997; and prior
thereto as Assistant Vice President-Train
Operations.
Michael J. Ward, 49 Executive Vice President-Coal Service Group
since August 1999. Prior to August 1999, Mr.
Ward served as an officer of CSXT as 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; as Senior Vice
President-Finance from April 1995 to May 1996;
and prior thereto as General Manager-C&O
Business Unit.
Robert J. Grassi, 53 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.
Charles G. Raymond, 56 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 from May 1995 to June 1999; and prior
thereto as Senior Vice President-Operations and
Inland Transportation.
Lester M. Passa, 45 President and CEO of CSX Intermodal since
November 1997. Prior to November 1997, Mr.
Passa served as 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; as Vice
President-Logistics & Corporate Strategy from
March 1995 to February 1997; and prior thereto
as Assistant Vice President-Corporate Strategy.
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.
- 4 -
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 19-29 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 pages 25-26 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 30-49 and
page 51 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 30-49 of the Annual
Report, are incorporated herein by reference:
Consolidated Statement of Earnings for the Fiscal Years Ended
Dec. 31, 1999, Dec. 25, 1998 and Dec. 26, 1997
Consolidated Statement of Cash Flows for the Fiscal Years
Ended Dec. 31, 1999, Dec. 25, 1998 and Dec. 26, 1997
Consolidated Statement of Financial Position at Dec. 31, 1999
and Dec. 25, 1998
Consolidated Statement of Changes in Shareholders' Equity for
the Fiscal Years Ended Dec. 31, 1999, Dec. 25, 1998 and Dec.
26, 1997
Notes to Consolidated Financial Statements
Report of Independent Auditors
- 6 -
(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 as Exhibit 3
to the Registrant's Annual Report on Form 10-K dated
February 15, 1991)
3.2* Bylaws of the Registrant, as amended
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. 333-28523) 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 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, A. R. Carpenter, P. R.
Goodwin and M. G. Aron (incorporated herein by reference
to Exhibit 10.6 to the Registrant's Annual Report on Form
10-K dated March 3, 1995)**
- 7 -
10.6 Form of Amendment to Agreement with A. R. Carpenter, P. R.
Goodwin and M. G. Aron (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**
10.12* Employment Agreement with J. W. Snow**
10.13* Employment Agreement with A. R. Carpenter**
10.14* Employment Agreement with R. J. Conway**
10.15* Form of Stock Option Agreement**
10.16 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)**
10.17 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)**
10.18* 1987 Long-Term Performance Stock Plan, as Amended and
Restated Effective April 25, 1996 (as Amended through
September 8, 1999)**
10.19 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)**
10.20* 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)**
10.21* Special Retirement Plan of CSX Corporation and Affiliated
Companies, as Amended and Restated January 1, 1995 (as
Amended through December 7, 1999)**
10.22* Supplemental Retirement Benefit Plan of CSX Corporation
and Affiliated Companies, as Amended and Restated January
1, 1995 (as Amended through December 7, 1999)**
10.23 1994 Senior Management Incentive Compensation Plan
(incorporated herein by reference to Exhibit 10.16 to the
Registrant's Annual Report on Form 10-K dated March 3,
1995)**
10.24* 1990 Stock Award Plan as Amended and Restated Effective
February 14, 1996 (as Amended through September 8, 1999)
10.25 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)
10.26 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)
- 8 -
10.27 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)
10.28 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)
10.29 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)
10.30 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)
10.31 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)
10.32 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)
10.33 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)
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
27* Financial Data Schedule
99.1* Audited Consolidated Financial Statements of
Conrail Inc. for the Years Ended Dec. 31, 1999, 1998 and
1997
- 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
None.
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 7, 2000
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 March 7, 2000.
Signature Title
- -------------------------------- ------------------------------------
/s/ JOHN W. SNOW* Chairman of the Board, President,
- ----------------- Chief Executive Officer and Director
John W. Snow (Principal Executive Officer)
/s/ PAUL R. GOODWIN* Executive Vice President-Finance and
- -------------------- Chief Financial Officer
Paul R. Goodwin (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/ PETER J. SHUDTZ
-------------------
Peter J. Shudtz
Attorney-in-Fact
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