PAGE 1
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 fiscal year ended December 31, 1995
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
- 1 -
PAGE 2
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements Page No.
Report of Independent Auditors 3
Statements of Financial Condition
- December 31, 1995, 1994 and 1993 4
Statements of Income and Changes in Plan Equity
- Years Ended December 31, 1995, 1994 and 1993 5
Notes to Financial Statements 6-9
Signature 10
- 2 -
PAGE 3
Report of Independent Auditors
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
the CSX Corporation 1991 Employees Stock Purchase and Dividend Reinvestment Plan
("Plan") as of December 31, 1995, 1994 and 1993, and the related statements of
income and changes in plan equity for the years then ended. 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 generally accepted auditing
standards. 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, 1995, 1994 and 1993, and the results of its operations and changes
in plan equity for the years then ended, in conformity with generally accepted
accounting principles.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Jacksonville, Florida
March 26, 1996
- 3 -
PAGE 4
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31
------------------------------------
1995 1994 1993
---------- ---------- ----------
ASSETS
Investments
Common Stock of CSX Corporation $9,203,201 $5,760,634 $4,618,160
(At December 31, 1995 - 201,714
Shares; Cost - $7,458,418; at
December 31, 1994 - 82,738
Shares; Cost - $5,885,712; at
December 31, 1993 - 56,405
Shares; Cost - $3,805,160)
Cash 33,939 61,637 35,005
---------- ---------- ----------
9,237,140 5,822,271 4,653,165
Participant Contributions Receivable 121,818 117,354 104,944
Employer Contributions Receivable 20,661 32,001 16,697
Other Receivables 9,082 8,561 6,083
---------- ---------- ----------
TOTAL ASSETS $9,388,701 $5,980,187 $4,780,889
========== ========== ==========
LIABILITIES AND PLAN EQUITY
Other Liabilities $ 31,822 $ 67,706 $ 34,858
Plan Equity 9,356,879 5,912,481 4,746,031
---------- ---------- ----------
TOTAL LIABILITIES AND PLAN
EQUITY $9,388,701 $5,980,187 $4,780,889
========== ========== ==========
See Notes to Financial Statements.
- 4 -
PAGE 5
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31,
------------------------------------
1995 1994 1993
---------- ---------- ----------
INCOME
Investment Income -
Dividends and Interest $ 182,842 $ 119,338 $ 71,921
Participant Contributions 1,868,093 1,892,991 1,651,956
Employer Contributions 347,100 335,944 283,297
Net Realized Appreciation in Fair
Value of Common Stock of CSX
Corporation 81,722 99,615 69,665
Net Unrealized Appreciation
(Depreciation) in Fair Value
of Common Stock of CSX Corporation 1,869,860 (938,078) 523,490
---------- ---------- ----------
4,349,617 1,509,810 2,600,329
EXPENSES
Participant Distributions (905,219) (343,360) (291,766)
---------- ---------- ----------
NET INCREASE IN PLAN
EQUITY 3,444,398 1,166,450 2,308,563
Plan Equity at Beginning
of Year 5,912,481 4,746,031 2,437,468
---------- ---------- ----------
PLAN EQUITY AT END
OF YEAR $9,356,879 $5,912,481 $4,746,031
========== ========== ==========
See Notes to Financial Statements.
- 5 -
PAGE 6
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are maintained on the accrual basis. All security
transactions are recorded as of the trade date.
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.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses. Actual
results could differ from those estimates.
NOTE 2. DESCRIPTION OF THE PLAN
A complete description of Plan provisions including those relating to
contributions, vesting, withdrawals and distributions is contained in the
Summary Plan Description and the Plan document. The Plan document, which
includes the Summary Plan Description, was filed with the Securities and
Exchange Commission on July 15, 1991. Copies of these documents are available
from the CSX Benefits Department. The following summary should be read in
conjunction with the aforementioned documents.
General: The Plan is a defined contribution common stock purchase plan and was
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, as amended ("ERISA"). Plan participation is limited to certain employees,
other than officers and key employees, of CSX and affiliated companies (the
"Employer").
Investment Alternatives: Participant and Employer contributions are invested in
one investment fund that purchases shares of CSX common stock in open market
transactions.
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
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. The Employer
may make special contributions on behalf of selected participants at any time
and are not subject to the $1,500 monthly limitation.
- 6 -
PAGE 7
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Employer Contributions: Cash contributions are made by the Employer in an
amount equal to 17.65% of participant contributions and 17.65% of reinvested
dividends.
Vesting, Withdrawals and Distributions: Participants are immediately vested in
their voluntary contributions plus actual earnings thereon. Vesting in Employer
contributions is subject to 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. Effective January 1, 1994,
the Plan was amended to provide that those participants terminated involuntarily
under the Employer's severance plan are not subject to the Plan's two-year
holding period. Withdrawals and distributions are controlled in accordance with
the provisions of the Plan. Amounts not fully vested at the time of withdrawal
are redistributed to the individual participant accounts of those participants
remaining in the Plan.
Participant Accounts: Each participant's account is credited with the
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.
Plan Termination: Although it has not expressed any intent to do so, the
Employer has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan. In the event of plan termination, participants
will become 100% vested in their unvested Employer contributions.
Administrative Expenses: A portion of the administrative expenses of the Plan
are paid by CSX. However, a participant bears the cost of any sale of CSX
common stock from his or her Plan account.
NOTE 3. INVESTMENTS
The Plan's investments are held by a bank administered trust fund.
Substantially all of the assets held in this trust fund at December 31, 1995,
1994 and 1993 are invested in CSX common stock.
- 7 -
PAGE 8
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
NOTE 3. INVESTMENTS, Continued
Net unrealized appreciation (depreciation) in fair value of CSX common stock is
as follows:
Year Ended December 31,
---------------------------------------
1995 1994 1993
--------- --------- --------
Beginning of Year $ (125,078) $ 813,000 $289,510
End of Year 1,744,782 (125,078) 813,000
---------- --------- --------
Net Unrealized Appreciation
(Depreciation) of Fair Value
During the Year $1,869,860 $(938,078) $523,490
========== ========= ========
Net realized appreciation of investments represents the difference between the
fair value of CSX common stock allocated to participants 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 $927,478 and
$845,756 for the year ended December 31, 1995, respectively. Related amounts
for the year ended December 31, 1994 were $339,223 and $239,608, respectively,
and for the year ended December 31, 1993, $299,121 and $229,456, respectively.
NOTE 4. INCOME TAX STATUS
The Plan does not qualify under provisions of the IRC as an entity exempt from
taxation. The Plan administrative committee is not aware of any course of
action or series of events that have occurred that will change the Plan's non-
qualified status.
Participant contributions to the Plan are made on an after-tax basis. However,
Employer contributions, earnings, dividends and gain or loss from the sale of
securities realized by the Plan must be reported as income by participants
annually. The participants' Employer and/or the Plan trustee will notify each
participant as to the annual amount to be reported as taxable income.
Shares of CSX common stock, which are purchased by the Trustee and which are
required to be held in the Plan for not less than two years during which the
participant is continuously employed by CSX, 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 begin 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 dies, forfeits
rights to all shares that have not been held for two years and which were
purchased under the Plan by the Trustee with Employer matching contributions.
- 8 -
PAGE 9
CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
NOTE 4. INCOME TAX STATUS, Continued
Alternatively, a participant may desire to 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. In such event, later appreciation, if any, in CSX common stock is not
treated as compensation and the dividends are treated as dividends. If the
stock for which a Section 83(b) election is in effect is forfeited at a time
when it is substantially non-vested, the forfeiture is treated as a sale or
exchange and the basis of the stock for gain or loss is determined by reference
to its cost and any amounts reported as compensation. 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 5. 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, 1995, 1994 and 1993
the Plan received $170,556, $119,338 and $71,921, respectively, in common stock
dividends from CSX.
NOTE 6. OTHER EVENTS
On October 11, 1995, CSX's board of directors declared a 2-for-1 common stock
split distributed on December 21, 1995, to shareholders of record at the close
of business on December 4, 1995.
- 9 -
PAGE 10
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/ GREGORY R. WEBER
-------------------------------------------
Gregory R. Weber
Vice President, Controller and Treasurer
CSX Corporation
(Plan Sponsor)
Date: March 28, 1996
- 10 -
PAGE 1
EXHIBIT 23
Consent of Ernst & Young LLP, Independent Auditors
--------------------------------------------------
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-41736) pertaining to the CSX Corporation 1991
Employees Stock Purchase and Dividend Reinvestment Plan of our report dated
March 26, 1996, with respect to the financial statements of the CSX Corporation
1991 Employees Stock Purchase and Dividend Reinvestment Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1995.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Jacksonville, Florida
March 28, 1996
- I-1 -
