FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended March 28, 2003
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.) |
| 500 Water Street, 15th Floor, Jacksonville, FL |
32202 | |
| (Address of principal executive offices) |
(Zip Code) |
(904) 359-3200
(Registrant’s telephone number, including area code)
901 East Cary Street, Richmond, Virginia, 23219-4031
(Former name, former address and former fiscal year, if changed since last report.)
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 the number of shares outstanding of each of the issuer’s classes of common stock, as of March 28, 2003: 213,718,513 shares.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 28, 2003
INDEX
| Page Number | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1: |
Financial Statements |
|||
| Consolidated Income Statements (Unaudited)—Quarters Ended March 28, 2003 and March 29, 2002 |
3 | |||
| Consolidated Cash Flow Statements (Unaudited)—Quarters Ended March 28, 2003 and March 29, 2002 |
4 | |||
| Consolidated Balance Sheets—At March 28, 2003 (Unaudited) and December 27, 2002 |
5 | |||
| 6 | ||||
| Management’s Discussion and Analysis of Results of Operations and Financial Condition |
25 | |||
| Quantitative and Qualitative Disclosures About Market Risk |
36 | |||
| Disclosure Controls and Procedures |
36 | |||
| PART II. |
OTHER INFORMATION |
|||
| Exhibits and Reports on Form 8-K |
37 | |||
| 37 | ||||
| 38 | ||||
-2-
CSX CORPORATION AND SUBSIDIARIES
Consolidated Income Statements
(Dollars in Millions, Except Per Share Amounts)
| (Unaudited) Quarters Ended |
||||||||
| March 28, 2003 |
March 29, 2002 |
|||||||
| Operating Revenue |
$ |
2,016 |
|
$ |
1,964 |
| ||
| Operating Expense |
|
1,839 |
|
|
1,752 |
| ||
| Operating Income |
|
177 |
|
|
212 |
| ||
| Other (Expense) Income |
|
(10 |
) |
|
9 |
| ||
| Interest Expense |
|
103 |
|
|
114 |
| ||
| Earnings before Income Taxes and Cumulative Effect of Accounting Change |
|
64 |
|
|
107 |
| ||
| Income Tax Expense |
|
22 |
|
|
39 |
| ||
| Earnings before Cumulative Effect of Accounting Change |
|
42 |
|
|
68 |
| ||
| Cumulative Effect of Accounting Change – Net of Tax |
|
57 |
|
|
(43 |
) | ||
| Net Earnings |
$ |
99 |
|
$ |
25 |
| ||
| Earnings Per Share: |
||||||||
| Before Cumulative Effect of Accounting Change |
$ |
0.20 |
|
$ |
0.32 |
| ||
| Cumulative Effect of Accounting Change |
|
0.26 |
|
|
(0.20 |
) | ||
| Including Cumulative Effect of Accounting Change |
$ |
0.46 |
|
$ |
0.12 |
| ||
| Earnings Per Share, Assuming Dilution: |
||||||||
| Before Cumulative Effect of Accounting Change |
$ |
0.20 |
|
$ |
0.32 |
| ||
| Cumulative Effect of Accounting Change |
|
0.26 |
|
|
(0.20 |
) | ||
| Including Cumulative Effect of Accounting Change |
$ |
0.46 |
|
|
0.12 |
| ||
| Average Common Shares Outstanding (Thousands) |
|
213,866 |
|
|
212,053 |
| ||
| Average Common Shares Outstanding, Assuming Dilution (Thousands) |
|
214,164 |
|
|
213,190 |
| ||
| Cash Dividends Paid Per Common Share |
$ |
0.10 |
|
$ |
0.10 |
| ||
See accompanying Notes to Consolidated Financial Statements.
-3-
CSX CORPORATION AND SUBSIDIARIES
Consolidated Cash Flow Statements
(Dollars in Millions)
| (Unaudited) Quarters Ended |
||||||||
| March 28, 2003 |
March 29, 2002 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net Earnings |
$ |
99 |
|
$ |
25 |
| ||
| Adjustments to Reconcile Net Earnings to Net Cash Provided: |
||||||||
| Depreciation |
|
160 |
|
|
155 |
| ||
| Deferred Income Taxes |
|
18 |
|
|
20 |
| ||
| Cumulative Effect of Accounting Change—Net of Tax |
|
(57 |
) |
|
43 |
| ||
| Other Operating Activities |
|
22 |
|
|
5 |
| ||
| Changes in Operating Assets and Liabilities: |
||||||||
| Accounts Receivable |
|
(73 |
) |
|
34 |
| ||
| Other Current Assets |
|
(31 |
) |
|
(43 |
) | ||
| Accounts Payable |
|
51 |
|
|
(26 |
) | ||
| Other Current Liabilities |
|
(145 |
) |
|
(53 |
) | ||
| Net Cash Provided by Operating Activities |
|
44 |
|
|
160 |
| ||
| INVESTING ACTIVITIES |
||||||||
| Property Additions |
|
(150 |
) |
|
(162 |
) | ||
| Short-term Investments – Net |
|
(1 |
) |
|
(158 |
) | ||
| Net Proceeds from Divestitures |
|
214 |
|
|
— |
| ||
| Other Investing Activities |
|
(32 |
) |
|
(11 |
) | ||
| Net Cash Provided (Used) by Investing Activities |
|
31 |
|
|
(331 |
) | ||
| FINANCING ACTIVITIES |
||||||||
| Short-term Debt – Net |
|
12 |
|
|
— |
| ||
| Long-term Debt Issued |
|
67 |
|
|
450 |
| ||
| Long-term Debt Repaid |
|
(95 |
) |
|
(267 |
) | ||
| Dividends Paid |
|
(21 |
) |
|
(21 |
) | ||
| Other Financing Activities |
|
(6 |
) |
|
12 |
| ||
| Net Cash (Used) Provided by Financing Activities |
|
(43 |
) |
|
174 |
| ||
| Net Increase in Cash and Cash Equivalents |
|
32 |
|
|
3 |
| ||
| CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS |
||||||||
| Cash and Cash Equivalents at Beginning of Period |
|
127 |
|
|
137 |
| ||
| Cash and Cash Equivalents at End of Period |
|
159 |
|
|
140 |
| ||
| Short-term Investments at End of Period |
|
135 |
|
|
641 |
| ||
| Cash, Cash Equivalents and Short-term |
||||||||
| Investments at End of Period |
$ |
294 |
|
$ |
781 |
| ||
See accompanying Notes to Consolidated Financial Statements.
-4-
CSX CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in Millions)
| (Unaudited) |
||||||||
| March 28, 2003 |
December 27, 2002 |
|||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash, Cash Equivalents and Short-term Investments |
$ |
294 |
|
$ |
264 |
| ||
| Accounts Receivable—Net |
|
847 |
|
|
799 |
| ||
| Materials and Supplies |
|
187 |
|
|
180 |
| ||
| Deferred Income Taxes |
|
130 |
|
|
128 |
| ||
| Other Current Assets |
|
164 |
|
|
155 |
| ||
| Domestic Container Assets Held for Disposition |
|
— |
|
|
263 |
| ||
| Total Current Assets |
|
1,622 |
|
|
1,789 |
| ||
| Properties |
|
18,636 |
|
|
18,560 |
| ||
| Accumulated Depreciation |
|
5,285 |
|
|
5,274 |
| ||
| Properties—Net |
|
13,351 |
|
|
13,286 |
| ||
| Investment in Conrail |
|
4,655 |
|
|
4,653 |
| ||
| Affiliates and Other Companies |
|
467 |
|
|
381 |
| ||
| Other Long-term Assets |
|
864 |
|
|
842 |
| ||
| Total Assets |
$ |
20,959 |
|
$ |
20,951 |
| ||
| LIABILITIES |
||||||||
| Current Liabilities: |
||||||||
| Accounts Payable |
|
839 |
|
$ |
802 |
| ||
| Labor and Fringe Benefits Payable |
|
392 |
||||||