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, 1994 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 Ernst & Young LLP, Independent Auditors 3 Statement of Net Assets Available for Plan Benefits - December 31, 1994, 1993 and 1992 4 Statement of Changes in Net Assets Available for Plan Benefits - Years Ended December 31, 1994, 1993 and 1992 5 Notes to Financial Statements 6-9 Signature 10 - 2 - PAGE 3 Report of Ernst & Young LLP, 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 net assets available for plan benefits of the CSX Corporation 1991 Employees Stock Purchase and Dividend Reinvestment Plan ("Plan") as of December 31, 1994, 1993 and 1992, and the related statements of changes in net assets available for plan benefits 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 net assets available for plan benefits of the Plan at December 31, 1994, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. /s/ ERNST & YOUNG LLP --------------------- Ernst & Young LLP Richmond, Virginia March 24, 1995 - 3 - PAGE 4 CSX CORPORATION 1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- ASSETS Investments Common Stock of CSX Corporation (At December 31, 1994 - 82,738 Shares; Cost - $5,885,712; at December 31, 1993 - 56,405 Shares; Cost - $3,805,160; at December 31, 1992 - 33,690 Shares; Cost - $2,026,678) $5,760,634 $4,618,160 $2,316,188 Cash 61,637 35,005 36,245 ---------- ---------- ---------- 5,822,271 4,653,165 2,352,433 Employee Contributions Receivable 117,354 104,944 99,677 Employer Contributions Receivable 32,001 16,697 17,595 Other Receivables 8,561 6,083 3,917 ---------- ---------- ---------- TOTAL ASSETS 5,980,187 4,780,889 2,473,622 LIABILITIES Other Liabilities 67,706 34,858 36,154 ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,912,481 $4,746,031 $2,437,468 ========== ========== ========== See Notes to Financial Statements. - 4 - PAGE 5 CSX CORPORATION 1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- ADDITIONS Investment Income - Dividends $ 119,338 $ 71,921 $ 30,103 Employee Contributions 1,892,991 1,651,956 1,413,349 Employer Contributions 335,944 283,297 249,148 Net Realized Appreciation of Investments 99,615 69,665 1,829 Net Unrealized Appreciation (Depreciation) of Investments (938,078) 523,490 253,163 ---------- ---------- ---------- 1,509,810 2,600,329 1,947,592 DEDUCTIONS Participant Distributions (343,360) (291,766) (14,615) ---------- ---------- ---------- NET INCREASE IN NET ASSETS 1,166,450 2,308,563 1,932,977 Net Assets Available for Plan Benefits at Beginning of Year 4,746,031 2,437,468 504,491 ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $5,912,481 $4,746,031 $2,437,468 ========== ========== ========== See Notes to Financial Statements. - 5 - PAGE 6 CSX CORPORATION 1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 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 valued at the last reported sales price on the last business day of the Plan year. 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 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 the Company 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. These awards are treated as participant contributions and are not subject to the $1,500 monthly limitation. 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. - 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 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. Withdrawals and distributions are controlled in accordance with the provisions of 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 accounts. 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, 1994, 1993 and 1992 are invested in CSX common stock. Net unrealized appreciation (depreciation) of investments, which relates entirely to investments in CSX Common Stock, is as follows: Year Ended December 31, --------------------------------------- 1994 1993 1992 --------- -------- -------- Beginning of Year $ 813,000 $289,510 $ 36,347 End of Year (125,078) 813,000 289,510 --------- -------- -------- Net Unrealized Appreciation (Depreciation) During the Year $(938,078) $523,490 $253,163 ========= ======== ======== Net realized appreciation of investments represents the difference between the market 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. Market value and - 7 - PAGE 8 CSX CORPORATION 1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED NOTE 3. INVESTMENTS, Continued the related cost associated with such sales or distributions were $339,223 and $239,608 for the year ended December 31, 1994, respectively. Related amounts for the year ended December 31, 1993 were $299,121 and $229,456, respectively, and for the year ended December 31, 1992, $18,636 and $16,807, 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. Employee 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 employee is continuously employed by the company, 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 market 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 company'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 Payments. 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 Payments paid during the year to the Trustee. In such event, later appreciation, if any, in 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. - 8 - PAGE 9 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, 1994, 1993 and 1992 the Plan received $119,338, $71,921 and $30,103, respectively, in common stock dividends from CSX. - 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, 1995 - 10 -