CSX CORP — Annual Report 2004

Jan 12, 2006

10-K/A 1 g99151e10vkza.htm CSX CORPORATION CSX Corporation PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

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.)

500 Water Street, 15 th Floor, Jacksonville, FL	32202
(Address of principal executive offices)	(Zip Code)

(904) 359-3200 (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 if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 o

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. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x

On June 25, 2004, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $7.0 billion (based on the New York Stock Exchange closing price on such date).

On February 28, 2005, there were 215,619,764 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement (“the Proxy Statement”) to be filed with respect to its annual meeting of shareholders scheduled to be held on May 4, 2005.

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TOC

CSX CORPORATION FORM 10-K/A TABLE OF CONTENTS

Explanatory Note	3
PART
IV
Item 15. Exhibits and Financial Statement Schedules	4
Signatures	10
APPENDIX
Consent of Ernst & Young LLP and KPMG LLP
Section 302 Certification of CEO
Section 302 Certification of CFO
Section 906 Certification of CEO
Section 906 Certification of CFO
Unaudited Financial Statements of Conrail Inc.

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/TOC

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of CSX Corporation (the “Company”) amends the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, originally filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2005 (the “Original Filing”).

The Company is filing this Amendment No. 1 solely to add Unaudited Consolidated Financial Statements of Conrail Inc. for the Year Ended December 31, 2004 and Audited Consolidated Financial Statements of Conrail Inc. for the Years Ended December 31, 2003 and 2002 (including the Consent of Ernst & Young and KPMG LLP) as exhibit 99.3.

Except as described above, no other changes have been made to the Original Filing. This Amendment No. 1 does not amend or update any other information set forth in the Original Filing, and the Company has not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the Original Filing.

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CSX CORPORATION

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

See Index to Consolidated Financial Statements on page 43.

(2) Financial Statement Schedules

The information required by Rule 3-09 is included in Note 2 to the Consolidated Financial Statements, “Investment In and Integrated Rail Operations with Conrail”. The information required by Schedule II is included in Note 9 to the Consolidated Financial Statements, “Casualty, Environmental and Other Reserves.” All other financial statement schedules are not applicable.

(3) Exhibits

| 2.1 | | Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX
Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holding Corporation, Norfolk
Southern Corporation, Norfolk Southern Railway Company, CRR Holdings LLC, Green Acquisition
Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC, Pennsylvania
Lines LLC, NYC Newco, Inc. and PRR Newco, Inc. (incorporated herein by reference to Exhibit
2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 2,
2004) |
| --- | --- | --- |
| 3.1 | | Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the
Commission on December 14, 2004) |
| 3.2 | | Bylaws of the Registrant, amended as of May 7, 2003 (incorporated herein by reference to
Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the Commission on
December 14, 2004) |
| 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, filed with the Commission) |
| 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) |

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CSX CORPORATION PART IV Item 15. Exhibits and Financial Statement Schedules

| 4.1 | (e) | Fourth Supplemental Indenture, dated as of October 30, 2001, between the Registrant and The
Chase Manhattan Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to the
Registrant’s Report on Form 10-Q filed with the Commission on November 7, 2001) |
| --- | --- | --- |
| 4.1 | (f) | Fifth Supplemental Indenture, dated as of October 27, 2003 between the Registrant and The
Chase Manhattan Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to the
Registrant’s Report on Form 8-K filed with the Commission on October 27, 2003) |
| 4.1 | (g) | Sixth Supplemental Indenture, dated as of September 23, 2004 between the Registrant and JP
Morgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee (incorporated herein by
reference to Exhibit 4.1 to the Registrant’s Report on Form 10-Q filed with the Commission on
November 3, 2004) |

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 through January 1, 2004) (incorporated herein by
reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K filed with the
Commission on March 10, 2004) |
| --- | --- |
| 10.2 | Corporate Director Deferred Compensation Plan (as amended through January 1, 2004)
(incorporated herein by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form
10-K filed with the Commission on March 10, 2004) |
| 10.3 | CSX Corporation 2002 Corporate Director Deferred Compensation Plan (as amended through
January 1, 2004) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual
Report on Form 10-K filed with the Commission on March 10, 2004) |
| 10.4 | 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 filed with the Commission on March 4,
1994) |
| 10.5 | CSX Directors’ Matching Gift Plan (as amended through December 31, 2003) (incorporated herein
by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the
Commission on March 10, 2004) |
| 10.6 | Special Employment Agreement with M. J. Ward (incorporated herein by reference to Exhibit
10.6 to the Registrant’s Report on Form 10-Q filed with the Commission on November 7, 2001) |
| 10.7 | Restricted Stock Award Agreement with M. J. Ward (incorporated herein by reference to Exhibit
10.7 to the Registrant’s Report on Form 10-Q filed with the Commission on November 7, 2001)** |

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CSX CORPORATION PART IV Item 15. Exhibits and Financial Statement Schedules

| 10.8 | Railroad Retirement Benefits Agreement with M. J. Ward (incorporated herein by reference to
Exhibit 10.13 to the Registrant’s Report on Form 10-K filed with the Commission on February
26, 2003) |
| --- | --- |
| 10.9 | Employment Agreement with O. Munoz (incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Report on Form 10-Q filed with the Commission on July 30, 2003) |
| 10.10 | Restricted Stock Award Agreement with O. Munoz (incorporated herein by reference to Exhibit
10.2 to the Registrant’s Report on Form 10-Q filed with the Commission on July 30, 2003) |
| 10.11 | Form of Employment Agreement with executive officers (incorporated herein by reference to
Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on
January 6, 2005) |
| 10.12 | Form of Stock Option Agreement (incorporated herein by reference to Exhibit 10.17 of the
Registrant’s Report on Form 10-K filed with the Commission on March 4, 2002) |
| 10.13 | 1987 Long-Term Performance Stock Plan, as Amended and Restated effective April 25, 1996 (as
amended through February 7, 2003) (incorporated herein by reference to Exhibit 10.24 to the
Registrant’s Annual Report on Form 10-K filed with the Commission on March 10, 2004) |
| 10.14 | Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies (as
amended through January 1, 1998) (incorporated herein by reference to Exhibit 10.25 to the
Registrant’s Annual Report on Form 10-K filed with the Commission on March 10, 2004) |
| 10.15 | 2002 Deferred Compensation Plan of CSX Corporation and Affiliated Corporations (as amended
through February 7, 2003) (incorporated herein by reference to Exhibit 10.26 to the
Registrant’s Annual Report on Form 10-K filed with the Commission on March 10, 2004) |
| 10.16 | Supplementary Savings Plan and Incentive Award Deferral Plan for Eligible Executives of CSX
Corporation and Affiliated Companies (as Amended through February 7, 2003) (incorporated
herein by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed with
the Commission on March 10, 2004) |
| 10.17 | Special Retirement Plan of CSX Corporation and Affiliated Companies (as amended through
February 14, 2001) (incorporated herein by reference to Exhibit 10.23 to the Registrant’s
Report on Form 10-K filed with the Commission on March 4, 2002) |
| 10.18 | Supplemental Retirement Benefit Plan of CSX Corporation and Affiliated Companies (as amended
through February 14, 2001) (incorporated herein by reference to Exhibit 10.24 of the
Registrant’s Report on Form 10-K filed with the Commission on March 4, 2002) |
| 10.19 | Senior Executive Incentive Compensation Plan (incorporated herein by reference to Appendix B
to the Registrant’s Definitive Proxy Statement filed with the Commission on March 17, 2000) |

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CSX CORPORATION PART IV Item 15. Exhibits and Financial Statement Schedules

| 10.20 | CSX Omnibus Incentive Plan (as Amended through February 14, 2001) (incorporated herein by
reference to Exhibit 10.26 to the Registrant’s Report on Form 10-K filed with the Commission
on March 4, 2002) |
| --- | --- |
| 10.21 | 1990 Stock Award Plan as Amended and Restated Effective February 14, 1996 (as amended
through September 8, 1999) (incorporated herein by reference to Exhibit 10.24 to the
Registrant’s Annual Report on Form 10-K filed with the Commission on March 7, 2000) |
| 10.22 | 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, with certain schedules thereto
(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) |
| 10.23 | 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) |
| 10.24 | Amendment No. 2, dated as of June 1, 1999, 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 10.2 to the Registrant’s
Current Report on Form 8-K filed with the Commission on June 11, 1999) |
| 10.25 | Amendment No. 3, dated as of August 1, 2000, 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 10.34 to the Registrant’s
Annual Report on Form 10-K filed with the Commission on March 1, 2001) |
| 10.26 | Amendment, dated and effective as of June 1, 1999, and executed in April 2004, 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 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on
August 6, 2004) |
| 10.27 | Amendment No. 5, dated as of August 27, 2004, 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 September 2, 2004) |

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CSX CORPORATION PART IV Item 15. Exhibits and Financial Statement Schedules

| 10.28 | Operating Agreement Termination Agreement, dated as of August 27, 2004, 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 September 2,
2004) |
| --- | --- |
| 10.29 | 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) |
| 10.30 | 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) |
| 10.31 | 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) |
| 10.32 | 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) |
| 10.33 | Tax Allocation Agreement, dated as of August 27, 2004, by and among CSX Corporation, Norfolk
Southern Corporation, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation,
New York Central Lines LLC and Pennsylvania Lines LLC (incorporated herein by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on
September 2, 2004) |
| 10.34 | Employment Agreement with T. L. Ingram, dated as of March 15, 2004 (incorporated herein by
reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q filed with the Commission on
April 30, 2004) |
| 10.35 | Restricted Stock Award Agreement with T. L. Ingram (incorporated herein by reference to
Exhibit 10.1 to the Registrant’s Report on Form 10-Q filed with the Commission on July 29,
2004) |
| 10.36 | Stock Purchase Agreement, dated as of December 8, 2004, by and between CSX Corporation and
Dubai Ports International FZE. (incorporated herein by reference to Exhibit 2.1 to the
Registrant’s Current Report on Form 8-K filed with the Commission on December 13, 2004) |
| 10.37 | Special Employment Agreement with A.B. Fogarty, dated as of December 13, 2004 (incorporated
herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with
the Commission on December 14, 2004)** |

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CSX CORPORATION PART IV Item 15. Exhibits and Financial Statement Schedules

| 10.38 | Amendment No. 1, dated as of December 13, 2004, to Employment Agreement with T. L. Ingram,
dated as of March 15, 2004 (incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed with the Commission on December 14, 2004) |
| --- | --- |
| 10.39 | Omnibus Closing Agreement, by and between CSX Corporation and Dubai Ports International FZE
dated February 22, 2005 (incorporated herein by reference to Exhibit 2.1 to the Registrant’s
Current Report on Form 8-K filed with the Commission on February 25, 2005) |
| 12 | Computation of Ratio of Earnings to Fixed Charges |
| 14 | Code of Ethics (incorporated herein by reference to Exhibit 14 to the Registrant’s Annual
Report on Form 10-K filed with the Commission on March 10, 2004) |
| 21 | Subsidiaries of the Registrant |
| 23.1 | Consent of Ernst & Young LLP |
| 23.2 | Consent of Ernst & Young LLP and KPMG LLP, Independent Auditors |
| 24 | Powers of Attorney |
| 31.1 | Rule 13a-14(a) Certification of Principal Executive Officer |
| 31.2 | Rule 13a-14(a) Certification of Principal Financial Officer |
| 32.1 | Rule 13a-14(b) Certification of Principal Executive Officer |
| 32.2 | Rule 13a-14(b) Certification of Principal Financial Officer |
| 99.3 | Unaudited Consolidated Financial Statements of Conrail Inc. for the Year Ended December 31,
2004 and Audited Consolidated Financial Statements of Conrail Inc. for the Years Ended
December 31, 2003 and 2002 |

*	Filed herewith
**	Management Contract or Compensatory Plan or Arrangement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CSX CORPORATION (Registrant)
By:	/s/ CAROLYN T. SIZEMORE
	Carolyn T. Sizemore
	Vice President and Controller (Principal Accounting Officer)

Dated: January 12, 2006

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