UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8022
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
CSX CORPORATION
A Virginia Corporation
IRS Employer Identification Number 62-1051971
One James Center
901 East Cary Street
Richmond, Virginia 23219
Telephone (804) 782-1400
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements Page Number
Report of Independent Certified Public Accountants 3
Statements of Financial Condition - December 31,
2001 and 2000 4
Statements of Operations and Changes in Plan Equity -
Years Ended December 31, 2001, 2000 and 1999 5
Notes to Financial Statements 6-10
Signature 11
Exhibit 23 - Consent of Ernst & Young LLP, Independent
Certified Public Accountants
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Report of Independent Certified Public Accountants
Board of Directors
CSX Corporation 1991 Employees Stock Purchase
and Dividend Reinvestment Plan
CSX Corporation
Richmond, Virginia
We have audited the accompanying statements of financial condition of
CSX Corporation 1991 Employees Stock Purchase and Dividend Reinvestment Plan as
of December 31, 2001 and 2000, and the related statements of operations and
changes in plan equity for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the Plan at
December 31, 2001 and 2000,and the operations and changes in plan equity for
each of the three years in the period ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Jacksonville, Florida
March 25, 2002
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31,
2001 2000
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ASSETS
Investments
CSX Corporation Common Stock
(Cost at December 31, 2001 - $143,625; Cost at
December 31, 2000 - $6,809,285) $123,026 $4,702,547
Cash and Cash Equivalents 160,155 183,877
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Total Investments 283,181 4,886,424
Receivables:
Employer Contributions - 20,501
Participant Contributions - 63,180
Other Receivables 324 3,670
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TOTAL ASSETS $283,505 $4,973,775
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LIABILITIES AND PLAN EQUITY
Due to CSX Corporation $283,505 $ 174,247
Other liabilities - 75,841
Plan Equity - 4,723,687
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TOTAL LIABILITIES AND PLAN EQUITY $283,505 $4,973,775
===================== =====================
See Notes to Financial Statements.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
Years Ended December 31,
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2001 2000 1999
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Additions
Investment Income - Dividends and Interest $ 162,612 $ 276,183 $ 344,023
Participant Contributions 650,827 1,051,322 1,774,751
Employer Contributions 130,591 237,769 369,737
Net Realized (Depreciation) Appreciation in Fair
Value of CSX Corporation Common Stock (96,493) (2,772,530) 5,665
Net Unrealized Appreciation (Depreciation) in
Fair Value of CSX Corporation Common Stock 2,101,142 1,187,893 (2,947,713)
------------------ -------------------- ------------------
2,948,679 (19,363) (453,537)
Deductions
Distributions to Participants (1,065,224) (4,725,706) (1,528,620)
Final settlement to CSX (109,258) - -
Transfer of assets (6,497,884) - -
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(7,672,366) (4,725,706) (1,528,620)
NET DECREASE IN
PLAN ASSETS (4,723,687) (4,745,069) (1,982,157)
Plan Equity at Beginning of Year 4,723,687 9,468,756 11,450,913
------------------ -------------------- ------------------
PLAN EQUITY AT END OF YEAR $ - $ 4,723,687 $9,468,756
================== ==================== ==================
See Notes to Financial Statements.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The financial statements of the 1991 Employees Stock Purchase and Dividend
Reinvestment Plan (the Plan) have been prepared on the accrual basis of
accounting.
Investment Valuation:
Investments in CSX Corporation ("CSX") common stock are presented at fair value.
Fair value is based upon the last reported sales price on the last business day
of the Plan year. All security transactions are recorded as of the trade date.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
NOTE 2. TERMINATION OF PLAN
Effective December 28, 2001, the Plan was terminated by CSX, participants became
fully vested in their unvested employer contributions and all CSX Corporation
shares in the plan participants' accounts (177,344 shares, cost $6,498,592, fair
value $6,497,884) were transferred to Computershare Investor Services LLP,
acting as plan agent to administer CSX DirectInvest(TM), the stock purchase and
dividend reinvestment plan available to all CSX stockholders. The transferred
shares were then allocated to DirectInvest(TM) accounts established for
individuals who remained in the Plan as of that date. All remaining assets of
the Plan primarily represent forfeitures, which are payable to CSX.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001
NOTE 3. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description and the Plan document
for a more complete description of the Plan's provisions. Copies of these
documents are available from the CSX Benefits Department.
General: The Plan is a defined contribution common stock purchase plan and was
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established effective September 1, 1991. The Plan is not a qualified Plan under
the definitions of the Internal Revenue Code of 1986, as amended ("IRC") and is
not subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"), as amended. Plan participation is limited to certain employees,
other than officers and key employees, of CSX and affiliated companies
(collectively, the "Employer").
Investments: All participant and Employer contributions are invested in CSX
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common stock purchased in open market transactions, which is a concentration of
risk.
Amounts deposited to the investment fund may be temporarily retained as cash or
invested in cash equivalents to facilitate the investment or reinvestment of
Plan assets and the distribution of account balances to participants.
Participant Contributions: Upon enrollment, each participant directs that an
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aggregate monthly amount (together with amounts invested in any other employee
stock purchase plan of CSX or its subsidiaries), neither less than $25 nor more
than $1,500, be contributed on his or her behalf by payroll withholding and be
deposited in the investment fund. All cash dividends are used to purchase
additional shares of CSX common stock for participants' accounts.
Employer Contributions: Cash contributions are made by the Employer in an amount
----------------------
equal to 17.65% of participants contributions and 17.65% of reinvested
dividends. In addition, the Employer may make special contributions on behalf of
selected participants at any time which are not subject to the $1,500 monthly
limitation in participant contributions described above.
Vesting, Withdrawals and Distributions: Participants are immediately vested in
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their voluntary contributions plus actual earnings thereon. Vesting in Employer
contributions is subject to
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001
NOTE 3. DESCRIPTION OF THE PLAN, Continued
a rolling two-year holding period (as defined in the Summary Plan Description).
The holding period begins on the purchase date of CSX common stock with Employer
contributions and ends on the second anniversary of that purchase date. After
the second anniversary date, the participant is 100% vested in the subject
Employer contribution. The Plan provides that any participants who retire or are
terminated involuntarily under the Employer's severance plan are not subject to
the two-year holding period. Withdrawals and distributions are controlled in
accordance with the provisions of the Plan. Non-vested amounts at the time of
withdrawal are transferred to the Employer.
Participants Accounts: Each participant's account is credited with the
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participant's contribution, the appropriate portion of the Employer's
contribution and Plan earnings, including reinvested dividends. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account.
Administrative Expenses: A portion of the administrative expenses of the Plan
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are paid by CSX. However, a participant bears the cost of any sale of CSX common
stock from his or her Plan account.
NOTE 4. INVESTMENTS
The Plan's investments are held in a bank administered trust fund.
Net unrealized appreciation (depreciation) in fair value of CSX common stock is
as follows:
Years Ended December 31,
------------------------------------------------------------------------------
2001 2000 1999
----------------------- ----------------------- -----------------------
Unrealized Appreciation
(Depreciation) in Fair Value
Beginning of Year $(2,121,741) $(3,309,634) $ (361,921)
End of Year (20,599) (2,121,741) (3,309,634)
----------------------- ----------------------- -----------------------
Net Unrealized
Appreciation ---------------------- ----------------------- -----------------------
(Depreciation) in Fair
Value During the Year $2,101,142 $1,187,893 $(2,947,713)
======================= ======================= =======================
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001
NOTE 4. INVESTMENTS, Continued
Net realized appreciation (depreciation) in fair value of common stock of CSX
Corporation is the difference between the fair value of CSX common stock at the
dates of sale or distribution and the cost of such stock determined on the basis
of the "first-in", "first-out" cost applicable to each participant. Fair value
and the related cost associated with such sales or distributions were $7,795,160
and $7,891,653 for the year ended December 31, 2001, respectively. Related
amounts for the year ended December 2000 were $4,621,928 and $7,394,458,
respectively, and for the year ended December 31, 1999 were $1,565,836 and
$1,560,171, respectively.
NOTE 5. INCOME TAX STATUS
The Plan is not qualified under Section 401 of the IRC and therefore income
earned by the trust holding the Plan's assets is not exempt from federal income
taxes. As a non-qualified plan, the Plan has not applied for or received an IRS
determination letter.
Participant contributions to the Plan are made on an after-tax basis. Employer
contributions and certain earnings, including dividends and realized gains or
losses from the sale of securities by the Plan, are reported as income by
participants annually. The Employer and/or the Plan Trustee notifies each
participant as to the annual amount to be reported as taxable income. Therefore,
no provision for income taxes is included in the accompanying financial
statements.
Shares of CSX common stock which are purchased by the Trustee with Employer
matching payments, which relate to shares purchased by Participants are required
to be held in the Plan for not less than two years during which the participant
is continuously employed by the Employer. During this period, these shares are
considered to be property subject to a substantial risk of forfeiture under
Section 83(a) of the IRC. In the first taxable year in which the rights of a
participant to receive a distribution of stock are no longer subject to a
substantial risk of forfeiture, an amount equal to the fair value of the stock
at that time is included in gross income as additional compensation to the
participant. A participant whose employment terminates for any reason other than
under the Employer's severance plan and who is not disabled, retired, or has
died, forfeits rights to all shares purchased under the Plan by the Trustee with
Employer matching contributions that have not been held for two years.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001
NOTE 5. INCOME TAX STATUS , Continued
Alternatively, a participant may elect to treat as compensation and to include
as gross income under Section 83(b) of the Internal Revenue Code of 1986,
amounts of Employer matching contributions paid during the year to the Trustee
by timely filing a Section 83(b) election with the Internal Revenue Service and
the Employer. In such event, later appreciation, if any, in Common Stock is not
treated as compensation and any dividends received on such shares are taxable as
they are paid. In determining gain or loss from the sale or exchange of the
stock if a Section 83(b) election is properly made and no forfeiture occurs, the
basis of the stock is determined with reference to the amounts included in gross
income as a result of any election or elections made under Section 83(b), and
the holding period commences when the stock is purchased under the Plan by the
Trustee.
NOTE 6. RELATED PARTY TRANSACTIONS
CSX provides the Plan with certain management and accounting services for which
no fees are charged. During the years ended December 31, 2001, 2000 and 1999 the
Plan received $148,142, $267,394, and $336,251, respectively, in common stock
dividends from CSX.
Amounts due to CSX primarily represents forfeitures of employer contributions in
connection with employee distributions prior to the plan termination.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN
By: /s/ JAMES L. ROSS
James L. Ross
Vice President and Controller
CSX Corporation
(Plan Sponsor)
Date: March 25, 2002
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