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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 25, 1998
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. ( )
On January 22, 1999, the aggregate market value of the Registrant's voting stock
held by non-affiliates was approximately $9 billion (based on the New York Stock
Exchange closing price on such date).
On January 22, 1999, there were 217,040,908 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
25, 1998 ("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, 1999 ("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 7 under the caption "CSX Transportation",
page 9 under the caption "CSX Intermodal", page 11 under the caption "Sea-Land",
page 13 under the caption "Customized Transportation" 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 39 under
the caption "Note 8. 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 27-28 under
the captions "Litigation" and "Environmental Management", page 45 under the
caption "New Orleans Tank Car Fire" and page 46 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 1998.
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, 59 Chairman, President and Chief Executive Officer
of CSX since February 1991.
Mark G. Aron, 56 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, 56 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, and prior thereto as Senior Vice
President-Finance.
-2-
Andrew B. Fogarty, 54 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, 56 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; as Vice President-
Corporate Communications, CSXT, from April 1994
to February 1995; and prior thereto as Vice
President-Corporate Communications, Sea-Land.
James L. Ross, 60 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.
Gregory R. Weber, 53 Vice President and Treasurer of CSX since April
1996. Prior to April 1996, Mr. Weber served as
CSX Vice President, Controller and Treasurer,
from May 1994 to April 1996, and prior thereto
as Vice President and Controller.
Alvin R. (Pete) Carpenter, 57 President and Chief Executive Officer of CSXT
since January 1992.
Ronald J. Conway, 54 Executive Vice President-Operations of CSXT
since June 1998. Prior to June 1998, Mr. Conway
served as Senior Vice President-Operations of
Conrail Inc.
Michael J. Ward, 48 Executive Vice President-Coal & Merger Planning
of CSXT since October 1998. Prior to October
1998, Mr. Ward served as an officer of CSXT as
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.
John P. Clancey, 54 President and Chief Executive Officer of
Sea-Land since August 1991.
Robert J. Grassi, 52 Senior Vice President-Finance and Planning of
Sea-Land since August 1997. Prior to August
1997, Mr. Grassi served as Sea-Land Senior Vice
President-Atlantic, AME Services from June 1996
to August 1997, and prior thereto as Senior
Vice President -Finance and Planning.
Richard E. Murphy, 54 Senior Vice President-Pacific Division of
Sea-Land since August 1998. Prior to August
1998, Mr. Murphy served as Sea-
-3-
Land Senior Vice President-Corporate Marketing
from June 1996 to August 1998; Vice
President-Atlantic-AME from 1995 to June 1996;
and prior thereto as Senior Vice President-
Pacific Services.
Charles G. Raymond, 55 Senior Vice President and Chief Transportation
Officer of Sea-Land since May 1995. Prior to
May 1995, Mr. Raymond served as Sea-Land Senior
Vice President-Operations and Inland
Transportation.
Lester M. Passa, 44 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 pages 51-52 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 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 page 25 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 52 under the caption "Quarterly Financial Data" 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 30-49 of the Annual
Report, are incorporated herein by reference:
Consolidated Statement of Earnings for the Fiscal Years Ended
Dec. 25, 1998, Dec. 26, 1997 and Dec. 27, 1996
Consolidated Statement of Cash Flows for the Fiscal Years
Ended Dec. 25, 1998, Dec. 26, 1997 and Dec. 27, 1996
Consolidated Statement of Financial Position at Dec. 25, 1998
and Dec. 26, 1997
Consolidated Statement of Changes in Shareholders' Equity for
the Fiscal Years Ended Dec. 25, 1998, Dec. 26, 1997 and Dec.
27, 1996
Notes to Consolidated Financial Statements for the Fiscal
Years Ended Dec. 25, 1998, Dec. 26, 1997 and Dec. 27, 1996
Report of Independent Auditors
-5-
(2) Financial Statement Schedules
The information required by Schedule II is included in Note 9 to
the consolidated financial statements. 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 G. L. Nichols (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 A. R. Carpenter, P. R.
Goodwin and G. L. Nichols (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)**
-6-
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 G. L. Nichols (incorporated herein by
reference to Exhibit 10.13 to the Registrant's Annual
Report on Form 10-K dated February 18, 1998)**
10.12* Form of Stock Option Agreement**
10.13* CSX Market Value Cash Plan**
10.14* Stock Purchase and Loan Plan, as amended**
10.15* 1987 Long-Term Performance Stock Plan, as amended**
10.16 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)**
10.17* Supplementary Savings Plan and Incentive Award Deferral
Plan for Eligible Executives of CSX Corporation and
Affiliated Companies, as amended**
10.18 Special Retirement Plan of CSX Corporation and Affiliated
Companies, as amended (incorporated herein by reference to
Exhibit 10.18 to the Registrant's Annual Report on Form
10-K dated February 18, 1998)**
10.19 Supplemental Retirement Plan of CSX Corporation and
Affiliated Companies, as amended (incorporated herein
by reference to Exhibit 10.19 to the Registrant's
Annual Report on Form 10-K dated February 18, 1998)**
10.20 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)**
10.21 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)
10.22 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)
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 PricewaterhouseCoopers LLP
24* Powers of Attorney
27* Financial Data Schedule
99.1* Audited Consolidated Financial Statements and Schedule of
Conrail Inc. for the Years Ended Dec. 31, 1998, 1997 and
1996
* 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.
-7-
(b) Reports on Form 8-K
1. A report was filed on October 2, 1998, reporting Item 5, Other
Events - authorization of issuance and sale of up to $750 million
of Medium-Term Notes, Series C; plus Item 7, Financial Statements
and Exhibits - exhibits required to be filed by Item 601 of
Regulation S-K with respect to the Series C Medium-Term Notes.
2. A report was filed on October 27, 1998, reporting Item 5, Other
Events - public offering of $400 million of 6.25% Notes Due 2008;
plus Item 7, Financial Statements and Exhibits - exhibits
required to be filed by Item 601 of Regulation S-K with respect
to the 6.25% Notes.
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 3, 1999
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 3, 1999.
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
-8-
/s/ ROBERT L. BURRUS, JR.* Director
- - -------------------------
Robert L. Burrus, Jr.
/s/ BRUCE C. GOTTWALD* Director
- - ---------------------
Bruce C. Gottwald
/s/ JOHN R. HALL* Director
- - ----------------
John R. Hall
/s/ E. BRADLEY JONES* Director
- - --------------------
E. Bradley Jones
/s/ ROBERT D. KUNISCH* Director
- - ---------------------
Robert D. Kunisch
/s/ JAMES W. MCGLOTHLIN* Director
- - -----------------------
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
-9-
Index to Exhibits
Description
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 G. L. Nichols (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 A. R. Carpenter, P. R.
Goodwin and G. L. Nichols (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 G. L. Nichols (incorporated herein by
reference to Exhibit 10.13 to the Registrant's Annual
Report on Form 10-K dated February 18, 1998)**
10.12* Form of Stock Option Agreement**
10.13* CSX Market Value Cash Plan**
10.14* Stock Purchase and Loan Plan, as amended**
10.15* 1987 Long-Term Performance Stock Plan, as amended**
10.16 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)**
10.17* Supplementary Savings Plan and Incentive Award Deferral
Plan for Eligible Executives of CSX Corporation and
Affiliated Companies, as amended**
10.18 Special Retirement Plan of CSX Corporation and Affiliated
Companies, as amended (incorporated herein by reference to
Exhibit 10.18 to the Registrant's Annual Report on Form
10-K dated February 18, 1998)**
10.19 Supplemental Retirement Plan of CSX Corporation and
Affiliated Companies, as amended (incorporated herein
by reference to Exhibit 10.19 to the Registrant's
Annual Report on Form 10-K dated February 18, 1998)**
10.20 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)**
10.21 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)
10.22 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)
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 PricewaterhouseCoopers LLP
24* Powers of Attorney
27* Financial Data Schedule
99.1* Audited Consolidated Financial Statements and Schedule of
Conrail Inc. for the Years Ended Dec. 31, 1998, 1997 and
1996
* 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.
-10-