-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APGBR/vRDP6zJbHvYCvXh0eHRmtArlQ5P7b1ton+1HCo+BuHZAprfwDv7pSZkSbA Qx9KxueXkzD9lLIeaOCkkg== 0000277948-97-000007.txt : 19970327 0000277948-97-000007.hdr.sgml : 19970327 ACCESSION NUMBER: 0000277948-97-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970326 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-63273 FILM NUMBER: 97563742 BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 11-K 1 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 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1996 Commission file number 1-8022 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES 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 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES INDEX TO FINANCIAL STATEMENTS Audited Financial Statements Page No. Report of Independent Auditors 3 Statement of Net Assets Available for Plan Benefits - September 30, 1996 4 Statement of Net Assets Available for Plan Benefits - September 30, 1995 5 Statement of Changes in Net Assets Available for Plan Benefits - Fiscal Year Ended September 30, 1996 6 Statement of Changes in Net Assets Available for Plan Benefits - Fiscal Year Ended September 30, 1995 7 Notes to Financial Statements 8-13 Supplemental Schedules Schedule of Assets Held for Investment Purposes - September 30, 1996 15-16 Schedule of Reportable Transactions 17 Signature 18 - 2 - PAGE 3 Report of Independent Auditors The Pension Committee Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies CSX Corporation Richmond, Virginia We have audited the accompanying statements of net assets available for plan benefits of the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies (the "Plan") as of September 30, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for the fiscal 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 September 30, 1996 and 1995, and the changes in its net assets available for plan benefits for the fiscal years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of September 30, 1996 and reportable transactions for the fiscal year then ended, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ERNST & YOUNG LLP --------------------- Ernst & Young LLP Jacksonville, Florida March 24, 1997 - 3 - PAGE 4 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS SEPTEMBER 30, 1996 (Dollars in Thousands)
Non- Participant Participant Directed Directed --------------------------------------------------------------------- ----------- ---------------- Stable Income S&P 500 Aggressive Int'l CSX CSX Interest and Index Growth Growth Equity Stock Stock Loan Fund Growth Fund Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- ----------- ---------------- ASSETS Investments Guaranteed Investment Contracts $175,887 $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- $175,887 Mutual Funds --- 80,259 60,631 49,325 24,985 16,528 --- --- --- 231,728 Common Stock of CSX Corporation --- --- --- --- --- --- 38,125 184,359 --- 222,484 Collective Trust Fund 11,613 --- --- --- --- --- --- --- --- 11,613 Loans to Participants --- --- --- --- --- --- --- --- 27,284 27,284 Cash and Cash Equivalents 4,449 --- --- --- --- --- 83 400 --- 4,932 -------- ------- ------- ------- ------- ------- --------------- ------- -------- 191,949 80,259 60,631 49,325 24,985 16,528 38,208 184,759 27,284 673,928 Contributions Receivable 726 452 445 314 237 134 317 891 --- 3,516 -------- ------- ------- ------- ------- ------- ------- ------- ------- -------- TOTAL ASSETS 192,675 80,711 61,076 49,639 25,222 16,662 38,525 185,650 27,284 677,444 LIABILITIES Accrued Expenses 53 157 118 96 49 33 12 59 --- 577 -------- ------- ------- ------- ------- ------- --------------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $192,622 $80,554 $60,958 $49,543 $25,173 $16,629 $38,513$185,591 $27,284 $676,867 ======== ======= ======= ======= ======= ======= =============== ======= ========
See Notes to Financial Statements. - 4 - PAGE 5 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS SEPTEMBER 30, 1995 (Dollars in Thousands)
Non- Participant Participant Directed Directed --------------------------------------------------------------------- ----------- ---------------- Stable Income S&P 500 Aggressive Int'l CSX CSX Interest and Index Growth Growth Equity Stock Stock Loan Fund Growth Fund Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- ----------- ---------------- ASSETS Investments Guaranteed Investment Contracts $184,708 $ --- $ --- $ --- $ --- $ --- $ ---$ --- $ --- $184,708 Mutual Funds --- 62,968 39,079 46,549 17,043 9,954 --- --- --- 175,593 Common Stock of CSX Corporation --- --- --- --- --- --- 20,950 150,184 --- 171,134 Collective Trust Fund 1,260 --- --- --- --- --- --- --- --- 1,260 Loans to Participants --- --- --- --- --- --- --- --- 27,782 27,782 Cash and Cash Equivalents 12,658 471 373 393 194 121 334 2,355 --- 16,899 -------- ------- ------- ------- ------- ------- --------------- ------- -------- TOTAL ASSETS 198,626 63,439 39,452 46,942 17,237 10,075 21,284 152,539 27,782 577,376 LIABILITIES Accrued Expenses 68 24 15 18 7 4 8 52 --- 196 -------- ------- ------- ------- ------- ------- --------------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $198,558 $63,415 $39,437 $46,924 $17,230 $10,071 $21,276$152,487 $27,782 $577,180 ======== ======= ======= ======= ======= ======= =============== ======= ========
See Notes to Financial Statements. - 5 - PAGE 6 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FISCAL YEAR ENDED SEPTEMBER 30, 1996 (Dollars in Thousands)
Non- Participant Participant Directed Directed --------------------------------------------------------------------- ----------- ---------------- Stable Income S&P 500 Aggressive Int'l CSX CSX Interest and Index Growth Growth Equity Stock Stock Loan Fund Growth Fund Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- ----------- ---------------- ADDITIONS Investment Income: Dividends and Interest $ 12,332 $ 2,802 $ 992 $ 300 $ --- $ 38 $ 744 $ 3,841 $2,034 $ 23,083 Employer Contributions --- --- --- --- --- --- --- 10,902 --- 10,902 Participant Contributions 11,180 6,216 5,974 4,615 3,300 1,874 4,500 --- --- 37,659 Net Realized and Unrealized Appreciation in Fair Value of Investments 356 8,902 7,895 5,473 2,585 1,555 6,696 30,465 --- 63,927 -------- ------- ------- ------- ------- ------- --------------- ------- -------- 23,868 17,920 14,861 10,388 5,885 3,467 11,940 45,208 2,034 135,571 DEDUCTIONS Distributions to Participants 16,894 2,817 1,997 1,997 739 533 1,300 7,753 1,490 35,520 Fees and Expenses 107 42 32 23 22 17 22 99 --- 364 -------- ------- ------- ------- ------- ------- --------------- ------- -------- 17,001 2,859 2,029 2,020 761 550 1,322 7,852 1,490 35,884 INTERFUND TRANSFERS(12,803) 2,078 8,689 (5,749) 2,819 3,641 6,619 (4,252) (1,042) --- -------- ------- ------- ------- ------- ------- --------------- ------- -------- NET INCREASE (DECREASE) IN NET ASSETS (5,936) 17,139 21,521 2,619 7,943 6,558 17,237 33,104 (498) 99,687 Net Assets Available for Plan Benefits at Beginning of Year198,558 63,415 39,437 46,924 17,230 10,071 21,276 152,487 27,782 577,180 -------- ------- ------- ------- ------- ------- --------------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $192,622 $80,554 $60,958 $49,543 $25,173 $16,629 $38,513$185,591 $27,284 $676,867 ======== ======= ======= ======= ======= ======= =============== ======= ========
See Notes to Financial Statements. - 6 - PAGE 7 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FISCAL YEAR ENDED SEPTEMBER 30, 1995 (Dollars in Thousands)
Non- Participant Participant Directed Directed --------------------------------------------------------------------- ----------- ---------------- Stable Income S&P 500 Aggressive Int'l CSX CSX Interest and Index Growth Growth Equity Stock Stock Loan Fund Growth Fund Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- ----------- ---------------- ADDITIONS Investment Income: Dividends and Interest $ 13,005 $ 1,685 $ 666 $ 300 $ 1 $ --- $ 468 $ 3,161 $ 1,868 $ 21,154 Employer Contributions --- --- --- --- --- --- --- 10,963 --- 10,963 Participant Contributions 13,684 5,677 4,131 4,913 1,584 1,864 2,973 --- --- 34,826 Net Realized and Unrealized Appreciation in Fair Value of Investments 222 9,403 6,956 7,155 3,833 947 4,441 27,686 --- 60,643 -------- ------- ------- ------- ------- ------- --------------- ------- -------- 26,911 16,765 11,753 12,368 5,418 2,811 7,882 41,810 1,868 127,586 DEDUCTIONS Distributions to Participants 10,487 2,046 884 1,429 202 312 1,044 4,854 1,113 22,371 Fees and Expenses 221 61 35 45 19 18 22 152 --- 573 -------- ------- ------- ------- ------- ------- --------------- ------- -------- 10,708 2,107 919 1,474 221 330 1,066 5,006 1,113 22,944 INTERFUND TRANSFERS 625 (2,631) 7,159 (4,431) 8,510 (3,790) (1,162) (2,713) (1,567) --- -------- ------- ------- ------- ------- ------- --------------- ------- -------- NET INCREASE (DECREASE) IN NET ASSETS 16,828 12,027 17,993 6,463 13,707 (1,309) 5,654 34,091 (812) 104,642 Net Assets Available for Plan Benefits at Beginning of Year181,730 51,388 21,444 40,461 3,523 11,380 15,622 118,396 28,594 472,538 -------- ------- ------- ------- ------- ------- --------------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $198,558 $63,415 $39,437 $46,924 $17,230 $10,071 $21,276$152,487 $27,782 $577,180 ======== ======= ======= ======= ======= ======= =============== ======= ========
See Notes to Financial Statements. - 7 - PAGE 8 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (Dollars in Thousands) NOTE 1--SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies ("the Plan") are maintained on the accrual basis. All securities transactions of the Plan are recorded as of the trade date. Investments in guaranteed investment contracts are reported at cost plus accrued income, which is contract value. Contract value approximates fair value. At September 30, 1996 and September 30, 1995, interest rates on guaranteed investment contracts of the Stable Interest Fund ranged from 3.00% to 8.35% and 3.00% to 9.34%, respectively. The average yield on the Plan's investments in the Stable Interest Fund for the years ended September 30, 1996 and September 30, 1995 was 6.21% and 6.86%, respectively. Investments in mutual funds and 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. Investments in collective trust fund participation units are carried at cost plus accrued interest, which approximates contract value. Investments in loans to participants are carried at their outstanding principal balances, which approximates fair value. Such loans bear interest at the prime rate in effect at the beginning of the quarter in which each loan originated. On October 1, 1995, the Plan adopted the provisions of Statement of Position 94-4 (SOP 94-4), "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans." SOP 94-4 requires a defined contribution plan to report fully-benefit responsive investment contracts at contract value and non-benefit responsive contracts at fair value. Benefit responsiveness is defined as the extent to which a contract's terms and the Plan permit or require participant-initiated withdrawals at contract value. The Plan's contracts, included in the Stable Interest Fund, are fully-benefit responsive. Accordingly, net assets available for benefits is not affected by this accounting change. 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, expenses, and other additions to or deductions from net assets. Actual results may differ from those estimates. NOTE 2--DESCRIPTION OF THE PLAN A complete description of Plan provisions, including those relating to contributions, vesting, withdrawals, loans and distributions, is contained in the Summary Plan Description and the Plan document. The prospectus relating to the Plan, which includes the Summary Plan Description, was filed with the Securities and Exchange Commission. Copies of these documents are available from the CSX Benefits Department. The following summary should be read in conjunction with the aforementioned documents. - 8 - PAGE 9 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS,CONTINUED (Dollars in Thousands) NOTE 2--DESCRIPTION OF THE PLAN--Continued General: The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan qualifies as a "cash or deferred" arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended ("IRC"). Plan participation is voluntary and is limited to full-time salaried employees and certain non-union hourly employees of CSX Corporation and adopting affiliated companies (the "Employer"). Investment Alternatives: Participant contributions may be invested in one or more of the following investment funds: (1) the Stable Interest Fund, consisting primarily of guaranteed investment contracts issued by highly-rated insurance companies; (2) the Income and Growth Fund, consisting of a mutual fund that invests in various securities selected primarily for a combination of income and capital growth potential; (3) the S&P 500 Index Fund, consisting of a mutual fund that invests in common and capital stocks selected primarily to duplicate the performance of the stock market as a whole; (4) the Growth Fund, consisting of a mutual fund that invests in various securities selected primarily for capital growth potential; (5) the Aggressive Growth Fund, consisting of a mutual fund that invests in the common stocks of small to medium-sized companies selected primarily for capital growth over time; (6) the International Equity Fund, consisting of a mutual fund that invests in the stocks of companies located outside the United States selected primarily to achieve long-term growth by participating in the growth of foreign economies; and (7) the CSX Stock Fund, consisting of investments in CSX Corporation common stock. Amounts allocated to any of these funds 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: A participant may contribute from 1% to 15% of his or her base compensation, in 1% multiples, to the Plan (the "basic contributions"). In addition, the Plan permits participants to contribute up to 20% of any incentive compensation to the Plan. All participant contributions may be made on a before- or after-tax basis within the limits imposed by the IRC and may be invested in any combination of the seven investment alternatives. Investment direction, including amounts contributed to the Plan may be revised by participants as often as twelve times per calendar year; effective January 1, 1996, participants may redirect account balances within investment options under the Plan without limitation. Subject to certain limitations, a participant may also reinvest distributions received from another qualified plan into the Plan. Employer Contributions: The Employer matches a participant's basic contributions in an amount equal to the lesser of 50% of those contributions or 3% of his or her base compensation. Employer matching contributions are - 9 - PAGE 10 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS,CONTINUED (Dollars in Thousands) NOTE 2--DESCRIPTION OF THE PLAN--Continued made in the form of cash deposits to the CSX Stock Fund, which are reported in the non-participant directed portion of the CSX Stock Fund in the accompanying financial statements. A participant's incentive compensation contributions are not matched. Profit-sharing contributions may also be made at the discretion of the Board of Directors of CSX. Participants of the Plan who have attained age 55 may reallocate their interest in the CSX Stock Fund, in multiples of 10%, to other investment alternatives offered under the Plan. Vesting, Withdrawals, Loans and Distributions: Participants are immediately vested in all contributions made to their accounts plus investment earnings thereon. Withdrawals, loans and distributions are controlled in accordance with the provisions of the Plan. Participant Accounts: Each participant's account is credited or charged with the participant's contributions, the employer's contributions, and an allocation of the Plan's earnings, losses and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from his or her 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 subject to the provisions of ERISA. In the event of termination or partial termination, the total amount in each participant's account will be distributed to the participant or continue to be held in trust for his or her benefit. Administrative Expenses: The administrative expenses of the Plan are paid by CSX or from Plan funds as the Plan Administrative Committee from time to time directs. CSX paid a portion of the administrative expenses of the Plan in fiscal years 1996 and 1995. NOTE 3--INVESTMENTS The Plan's investments are held by a bank administered trust fund. These investments are more fully described below: Guaranteed Investment Contracts: Substantially all of the assets held in the Stable Interest Fund are invested in guaranteed investment contracts issued by various insurance companies. These contracts contain provisions which may impose penalties for withdrawals prior to the scheduled maturity dates. In addition, this Fund invests in the American Express Trust Collective Income Fund, a collective trust fund which invests primarily in guaranteed investment contracts issued by insurance companies. The collective trust fund is managed by American Express Financial Services. At September 30, 1996 and 1995, there were no individual investment contracts that represented 5% or more of the Plan's net assets available for plan benefits. - 10 - PAGE 11 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 3--INVESTMENTS--Continued Mutual Funds: Substantially all of the assets held in the Income and Growth Fund at September 30, 1996 and 1995, are invested in the Fidelity Equity-Income Fund, a mutual fund managed by Fidelity Management & Research Company. Substantially all of the assets held in the S&P 500 Index Fund at September 30, 1996 and 1995, are invested in the Vanguard Index Trust-500 Portfolio, a mutual fund managed by the Vanguard Group. Substantially all of the assets held in the Growth Fund at September 30, 1996 and 1995, are invested in the Twentieth Century Select Investors Fund, a mutual fund managed by Twentieth Century Investors, Inc. Substantially all of the assets held in the Aggressive Growth Fund at September 30, 1996 and 1995, are invested in the Twentieth Century Vista Fund, a mutual fund managed by Twentieth Century Investors, Inc. Substantially all of the assets held in the International Equity Fund at September 30, 1996 and 1995, are invested in the Morgan Stanley International Equity Fund, a mutual fund managed by Morgan Stanley. CSX Stock Fund: Substantially all of the assets held in this fund at September 30, 1996 and 1995, are invested in CSX common stock. Loan Fund: Substantially all of the assets held in this fund at September 30, 1996 and 1995, consist of loans made to Plan participants from their accounts. NOTE 4--STOCK SPLIT 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. NOTE 5--INCOME TAX STATUS The Internal Revenue Service ruled March 15, 1996, that the Plan qualifies under Sections 401(a) and 401(k) of the Internal Revenue Code ("IRC") and, therefore is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. No provision for income taxes has been included in the Plan's financial statements. The Plan Administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's continued qualified status. - 11 - PAGE 12 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 6--RELATED PARTY TRANSACTIONS CSX and its subsidiaries provide the Plan with certain management and accounting services which are considered ordinary and customary expenses of the Plan. During fiscal 1996 and 1995, the Plan reimbursed CSX and subsidiaries approximately $92 and $91, respectively, for those services. During fiscal 1996 and 1995, the Plan received $4,515 and $3,574, respectively, representing cash dividends from CSX common stock. The trustee, The Northern Trust Company, routinely invests Plan assets in the Collective Short-Term Investment Fund of The Northern Trust Company. For the fiscal year ended September 30, 1996, transactions involving this account included 130 purchases with a total cost of $90,100 and 139 sales with a fair value of $100,962. For the fiscal year ended September 30, 1995, transactions involving this account included 314 purchases with a total cost of $190,861 and 348 sales with a fair value of $181,788. NOTE 7.--PLAN AMENDMENT The Plan was amended and restated in 1995, retroactive to January 1, 1989, to conform to the provisions of the Tax Reform Act of 1986, as amended, and subsequent statutory and regulatory changes. There was no significant impact on the Plan due to these changes and amendments. The Plan is intended to meet all of the requirements of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended. NOTE 8--COMPARISON TO FORM 5500 Form 5500 requires the recording of a liability for participant distributions processed prior to year-end but not yet paid. In financial statements prepared in accordance with generally accepted accounting principles, such amounts remain net assets available for plan benefits until paid. The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: September 30, 1996 ------------------ Net assets available for plan benefits per the financial statements $676,867 Distributions due but unpaid (160) -------- Net assets available for plan benefits per the Form 5500 $676,707 ======== -12- PAGE 13 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 8--COMPARISON TO FORM 5500--Continued The following is a reconciliation of distributions made by participants per the financial statements to the Form 5500: Fiscal Year Ended September 30, 1996 ------------------ Distributions to participants per the financial statements $35,520 Add: Distributions due but unpaid at September 30, 1996 160 Less: Distributions due but unpaid at September 30, 1995 (265) ------- Distributions to participants per the Form 5500 $35,415 ======= NOTE 9--SUBSEQUENT EVENTS Effective October 1, 1996, the RF&P Railway Company Employee Thrift and Investment Plan was merged into the Plan. The merger resulted in a transfer of approximately $8,600 of net assets to the Plan. -13- PAGE 14 SUPPLEMENTAL SCHEDULES - 14 - PAGE 15 SCHEDULE 27a TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES September 30, 1996 (Dollars in Thousands)
Current Issuer Description of Investment Cost Value - ------------------------------------ ------------------------- -------- -------- Guaranteed Investment Contracts - ------------------------------- Allstate Life Insurance Co. GA-5867 Guaranteed Investment Contract $ 5,317 $ 5,317 Allstate Life Insurance Co. GA-5547 Guaranteed Investment Contract 7,954 7,954 Allstate Life Insurance Co. GA-5797 Guaranteed Investment Contract 4,740 4,740 Commonwealth Life Insurance Co. ADA-00602-FR Guaranteed Investment Contract 6,287 6,287 Commonwealth Life Insurance Co. ADA-00614-FR Guaranteed Investment Contract 4,724 4,724 Commonwealth Life Insurance Co. ADA-00645-FR Guaranteed Investment Contract 9,312 9,312 Confederation Life Insurance Co. 61895 Guaranteed Investment Contract 5,733 5,733 Confederation Life Insurance Co. 62210 Guaranteed Investment Contract 5,377 5,377 Hartford Life Insurance Co. GA-10131 Guaranteed Investment Contract 9,355 9,355 Lincoln National Life Insurance Co. GA #9736 Guaranteed Investment Contract 7,302 7,302 Metropolitan Life Insurance Co. GA #13920 Guaranteed Investment Contract 11,538 11,538 New York Life Insurance Co. GA-06699 Guaranteed Investment Contract 32,045 32,045 Pacific Investment Management Co. 6.6723 Guaranteed Investment Contract 22,133 22,133 Provident Life Insurance Co. GC-627-05491-01A Guaranteed Investment Contract 12,064 12,064 Prudential Life Insurance Co. GA #6497-501 Guaranteed Investment Contract 7,411 7,411 Prudential Life Insurance Co. GA #6497-502 Guaranteed Investment Contract 8,929 8,929 Prudential Life Insurance Co. GA #6497-504 Guaranteed Investment Contract 9,772 9,772 Prudential Life Insurance Co. GA #6497-503 Guaranteed Investment Contract 5,894 5,894 -------- -------- 175,887 175,887
- 15 - PAGE 16 SCHEDULE 27a TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES--Continued (Dollars in Thousands)
Current Issuer Description of Investment Cost Value - ------------------------------------ ------------------------- -------- -------- Mutual Funds - ------------ Fidelity Equity-Income Fund 1,957,067 shares $62,801 $80,259 Vanguard Index Trust-500 Portfolio 938,706 shares 45,808 60,631 Twentieth Century Select Investors Fund 1,228,525 shares 44,449 49,325 Twentieth Century Vista Fund 1,484,522 shares 20,664 24,985 Morgan Stanley International Equity Fund 978,554 shares 15,107 16,528 -------- -------- 188,829 231,728 Common Stock - ------------ * CSX Corporation 4,405,843 shares 112,977 222,484 Collective Trust Fund - --------------------- American Express Trust Collective Income Fund 277,783 units 11,439 11,613 Loans to Participants - --------------------- * Tax Savings Thrift Plan for Employees Loans, bearing interest at of CSX Corporation and Affiliated the prime rate in effect at Companies the beginning of the quarter in which each loan originated 27,284 27,284 Cash Equivalents - ---------------- * Collective Short-Term Investment Fund of The Northern Trust Company 4,932,000 shares 4,932 4,932 -------- -------- TOTAL $521,348 $673,928 ======== ======== * Parties-In-Interest
- 16 - PAGE 17 SCHEDULE 27d TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES SCHEDULE OF REPORTABLE TRANSACTIONS Fiscal Year Ended September 30, 1996 (Dollars in Thousands)
Purchases Sales ----------------- ---------------------------------------------- Value of Cost Net Assets Sold on of Gain Description of Asset Number Cost Number Transaction Date Asset (Loss) -------------------- ------ ------ ------ ---------------- ----- ------ Category (iii) -- series of securities transactions in excess of 5% of plan assets - ---------------------------------------------------------------------------------- CSX Corporation Common Stock Fund 28 $29,862 23 $15,121 $7,605 $7,507 Collective Short-Term Investment Fund of The Northern Trust Company 130 90,100 139 100,962 100,962 --- Vanguard Index Trust-500 Portfolio 166 21,784 93 7,997 6,144 1,853 American Express Trust Collective Income Fund 13 31,316 20 21,313 21,038 275 There were no category (i), (ii) or (iv) transactions during the fiscal year ended September 30, 1996.
- 17 - PAGE 18 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. TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES By: /s/ JAMES L. ROSS ---------------------------------------- James L. Ross Vice President and Controller CSX Corporation (Plan Sponsor) Date: March 26, 1997 - 18 - EX-23 2 CONSENT OF INDEPENDENT AUDITORS 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. 33-41735) pertaining to the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies of our report dated March 24, 1997, with respect to the financial statements and schedules of the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies included in this Annual Report (Form 11-K) for the fiscal year ended September 30, 1996. /s/ ERNST & YOUNG LLP ---------------------- Ernst & Young LLP Jacksonville, Florida March 26, 1997 I-1 -----END PRIVACY-ENHANCED MESSAGE-----