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, 2000
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,
2000 and 1999 4
Statements of Operations and Changes in Plan Equity -
Years Ended December 31, 2000, 1999 and 1998 5
Notes to Financial Statements 6-10
Signature 11
Exhibit 23 - Consent of Ernst & Young LLP, Independent
Certified Public Accountants I-1
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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, 2000 and 1999, and the related statements of operations and changes
in plan equity for each of the three years in the period ended December 31,
2000. 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,
2000 and 1999,and the operations and changes in plan equity for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Jacksonville, Florida
June 22, 2001
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31,
2000 1999
--------------- ---------------
ASSETS
Investments
CSX Corporation Common Stock
(Cost at December 31, 2000 -
$6,809,285; Cost at December
31, 1999 - $12,677,202) $4,702,547 $9,367,571
Cash and Cash Equivalents 183,877 24,254
--------------- ---------------
Total Investments 4,886,424 9,391,825
Receivables:
Employer Contributions 20,501 21,086
Participant Contributions 63,180 115,651
Other Receivables 3,670 36,449
--------------- ---------------
TOTAL ASSETS $4,973,775 $9,565,011
=============== ===============
LIABILITIES AND PLAN EQUITY
Other Liabilities $ 250,088 $ 96,255
Plan Equity 4,723,687 9,468,756
--------------- ---------------
TOTAL LIABILITIES AND PLAN EQUITY $4,973,775 $9,565,011
=============== ===============
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,
----------------------------------------------------------
2000 1999 1998
---------------- ----------------- ---------------
ADDITIONS
Investment Income - Dividends and
Interest $ 276,183 $ 344,023 $ 302,448
Participant Contributions 1,051,322 1,774,751 1,955,734
Employer Contributions 237,769 369,737 391,324
Net Realized (Depreciation)
Appreciation in Fair Value of CSX (2,772,530) 5,665 149,197
Corporation Common Stock
Net Unrealized Appreciation
(Depreciation) in Fair Value of
CSX Corporation Common Stock 1,187,893 (2,947,713) (3,226,693)
---------------- ----------------- ---------------
(19,363) (453,537) (427,990)
DEDUCTIONS
Distributions to Participants (4,725,706) (1,528,620) (999,883)
---------------- ----------------- ---------------
NET DECREASE IN
PLAN ASSETS (4,745,069) (1,982,157) (1,427,873)
Plan Equity at Beginning of Year 9,468,756 11,450,913 12,878,786
---------------- ----------------- ---------------
PLAN EQUITY AT END OF YEAR $ 4,723,687 $ 9,468,756 $11,450,913
================ ================= ===============
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, 2000
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. 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
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").
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Investments: All participant and Employer contributions are invested in CSX
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
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
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. 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.
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 2. DESCRIPTION OF THE PLAN, Continued
Participants 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 in a bank administered trust fund. Substantially
all of the assets held in this trust fund at December 31, 2000 and 1999 are
invested in CSX common stock.
Net unrealized appreciation (depreciation) in fair value of CSX common stock is
as follows:
Years Ended December 31,
----------------------------------------------------------
2000 1999 1998
----------------- ---------------- -----------------
Unrealized Appreciation
(Depreciation) in Fair Value
Beginning of Year $(3,309,634) $ (361,921) $ 2,864,772
End of Year (2,121,741) (3,309,634) (361,921)
----------------- ---------------- -----------------
Net Unrealized Appreciation
(Depreciation) in Fair Value
During the Year $ 1,187,893 $(2,947,713) $(3,226,693)
================= ================ =================
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CSX CORPORATION
1991 EMPLOYEES STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 3. INVESTMENTS, Continued
Net realized appreciation 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 $4,621,928 and
$7,394,458 for the year ended December 31, 2000, respectively. Related amounts
for the year ended December 31, 1999 were $1,565,836 and, $1,560,171
respectively, and for the year ended December 31, 1998 were $1,095,027 and
$945,830 respectively.
NOTE 4. 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
DECEMBER 31, 2000
NOTE 4. 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 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, 2000, 1999 and 1998
the Plan received $267,394, $336,251, and $297,220, respectively, in common
stock dividends from CSX.
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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: June 25, 2001
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