-----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, Py0yv8452NyB2JA6ET9btvVyHsqOh4A65K+fESU1YBknSkcKQLJ3Ey0cHGcHacKv 7BOfe6hQGyv2Qwio5s++yw== 0000277948-99-000003.txt : 19990330 0000277948-99-000003.hdr.sgml : 19990330 ACCESSION NUMBER: 0000277948-99-000003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990329 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: SEC FILE NUMBER: 002-63273 FILM NUMBER: 99576735 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 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, 1998 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 - 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, With Fund Information - September 30, 1998 4 Statement of Net Assets Available for Plan Benefits, With Fund Information - September 30, 1997 5 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information - Fiscal Year Ended September 30, 1998 6 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information - Fiscal Year Ended September 30, 1997 7 Notes to Financial Statements 8-13 Supplemental Schedules Schedule of Assets Held for Investment Purposes - September 30, 1998 15-16 Schedule of Reportable Transactions 17 Signature 18 - 2 - 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, with fund information, of the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies (the "Plan") as of September 30, 1998 and 1997, and the related statements of changes in net assets available for plan benefits, with fund information, 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, 1998 and 1997, 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, 1998 and reportable transactions for the fiscal year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Jacksonville, Florida March 26, 1999 - 3 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1998 (Dollars in Thousands)
Non- Participant Participant Directed Directed ---------------------------------------------------------------------------- ----------- Vanguard Morgan Fidelity Institu- Twentieth Twentieth Stanley CSX CSX Stable Equity- tional Century Century International Common Common Interest Income Index Select Vista Equity Stock Stock Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------------- ----------- -------- -------- ASSETS Investments Mutual Funds $ - $107,380 $117,688 $89,642 $10,445 $20,112 $ - $ - $ - $345,267 Common Stock of CSX Corporation - - - - - - 50,623 160,304 - 210,927 Guaranteed Investment Contracts 182,254 - - - - - - - - 182,254 Collective Trust Fund 25,566 - - - - - - - - 25,566 Loans to Participants - - - - - - - - 27,600 27,600 Cash and Cash Equivalents 1,298 40 46 32 6 11 223 708 - 2,364 -------- -------- --------- --------- --------- ----------- ------- ---------- ------- --------- 209,118 107,420 117,734 89,674 10,451 20,123 50,846 161,012 27,600 793,978 Contributions Receivable 662 491 676 402 133 143 264 834 - 3,605 -------- -------- --------- --------- --------- ----------- ------- ----------- ------- --------- TOTAL ASSETS 209,780 107,911 118,410 90,076 10,584 20,266 51,110 161,846 27,600 797,583 LIABILITIES Accrued Expenses 80 41 45 34 4 8 19 60 - 291 -------- -------- --------- --------- --------- ----------- ------- ---------- ------- --------- TOTAL LIABILITIES 80 41 45 34 4 8 19 60 - 291 NET ASSETS AVAILABLE FOR PLAN BENEFITS $209,700 $107,870 $118,365 $90,042 $10,580 $20,258 $51,091 $161,786 $27,600 $797,292 ======== ======== ========= ========= ========= ========== ======== =========== ======= =========
See Notes to Financial Statements. - 4 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1997 (Dollars in Thousands)
Non- Participant Participant Directed Directed ----------------------------------------------------------------------------- ----------- Vanguard Morgan Fidelity Institu- Twentieth Twentieth Stanley CSX CSX Stable Equity- tional Century Century International Common Common Interest Income Index Select Vista Equity Stock Stock Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total ----------------------------------------------------------------------------- -------- ------- -------- ASSETS Investments Mutual Funds $ - $113,180 $100,202 $74,952 $21,990 $20,926 $ - $ - $ - $331,250 Common Stock of CSX Corporation - - - - - - 51,197 218,262 - 269,459 Guaranteed Investment Contracts 187,163 - - - - - - - - $187,163 Collective Trust Fund 16,866 - - - - - - - - 16,866 Loans to Participants - - - - - - - - 28,123 28,123 Cash and Cash Equivalents 9 5 4 3 1 1 196 833 - 1,052 -------- -------- --------- --------- --------- ------------- ------- ----------- -------- -------- 204,038 113,185 100,206 74,955 21,991 20,927 51,393 219,095 28,123 833,913 Contributions Receivable 609 463 537 336 170 134 368 881 - 3,498 -------- -------- --------- --------- --------- ------------- ------- ----------- -------- -------- TOTAL ASSETS 204,647 113,648 100,743 75,291 22,161 21,061 51,761 219,976 28,123 837,411 LIABILITIES Accrued Expenses 433 35 30 23 6 6 16 67 - 616 -------- -------- --------- --------- --------- ------------- ------- ----------- -------- -------- TOTAL LIABILITIES 433 35 30 23 6 6 16 67 - 616 NET ASSETS AVAILABLE FOR PLAN BENEFITS $204,214 $113,613 $100,713 $75,268 $22,155 $21,055 $51,745 $219,909 $28,123 $836,795 ======== ======== ========= ========= ========= ============= ======= =========== ======== ========
See Notes to Financial Statements. - 5 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FISCAL YEAR ENDED SEPTEMBER 30, 1998 (Dollars in Thousands)
Non- Participant Participant Directed Directed ------------------------------------------------------------------------- ----------- Vanguard Morgan Fidelity Institu- Twentieth Twentieth Stanley CSX CSX Stable Equity- tional Century Century Internationa Common Common Interest Income Index Select Vista Equity Stock Stock Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total ------------------------------------------------------------------------- ------- -------- ------- ADDITIONS Investment Income: Dividends and Interest $12,719 $1,919 $2,059 $ 301 $ - $ 468 $ 1,390 $ 4,402 $2,352 $25,610 Employer Contributions 105 50 61 36 18 17 - 10,714 - 11,001 Participant Contributions 7,700 6,712 8,725 5,160 2,084 1,866 4,744 - - 36,991 Net Realized and Unrealized Appreciation (Depreciation) in Fair Value of Investments 844 (2,548) 6,727 9,419 (7,032) (1,237) (18,661) (59,095) - (71,583) --------- --------- -------- --------- ---------- ------------ -------- ----------- ------- -------- 21,368 6,133 17,572 14,916 (4,930) 1,114 (12,527) (43,979) 2,352 2,019 DEDUCTIONS Distributions to Participants 16,237 5,056 4,610 3,273 608 626 2,218 7,024 1,502 41,154 Fees and Expenses 93 57 59 42 6 11 22 78 - 368 --------- --------- -------- --------- ---------- ------------ -------- ----------- ------- -------- 16,330 5,113 4,669 3,315 614 637 2,240 7,102 1,502 41,522 INTERFUNDTRANSFERS 448 (6,763) 4,749 3,173 (6,031) (1,274) 14,113 (7,042) (1,373) - --------- --------- -------- --------- ---------- ------------ -------- ----------- ------- -------- NET INCREASE (DECREASE) IN NET ASSETS 5,486 (5,743) 17,652 14,774 (11,575) (797) (654) (58,123) (523) (39,503) Net Assets Available for Plan Benefits at Beginning of Year 204,214 113,613 100,713 75,268 22,155 21,055 51,745 219,909 28,123 836,795 -------- --------- -------- --------- ---------- ------------ -------- ----------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $209,700 $107,870 $118,365 $90,042 $10,580 $20,258 $51,091 $161,786 $27,600 $797,292 ======== ========= ======== ========= ========== ============ ======== =========== ======= ========
See Notes to Financial Statements. - 6 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FISCAL YEAR ENDED SEPTEMBER 30, 1997 (Dollars in Thousands)
Non- Participant Participant Directed Directed --------------------------------------------------------------------------- ----------- Vanguard Morgan Fidelity Institu- Twentieth Twentieth Stanley CSX CSX Stable Equity- tional Century Century International Common Common Interest Income Index Select Vista Equity Stock Stock Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------------- ----------- -------- -------- ADDITIONS Investment Income: Dividends and Interest $13,091 $ 3,152 $ 1,501 $ 415 $ - $ 317 $ 939 $ 3,928 $2,209 $25,552 Employer Contributions - - - - - - - 10,940 - 10,940 Participant Contributions 8,793 6,318 7,480 4,458 2,832 1,928 4,722 - - 36,531 Net Realized and Unrealized Appreciation in Fair Value of Investments - 27,551 25,439 18,815 11 4,190 8,328 29,889 - 114,223 Affiliated Plan Merger 6,411 - 938 1,269 - - - - - 8,618 -------- -------- -------- --------- --------- ------------ ------- ----------- ------- -------- 28,295 37,021 35,358 24,957 2,843 6,435 13,989 44,757 2,209 195,864 DEDUCTIONS Distributions to Participants 13,345 3,886 3,422 2,437 802 1,049 1,679 6,728 1,752 35,100 Fees and Expenses 288 104 91 69 20 19 47 198 - 836 -------- -------- -------- ---------- --------- ------------- ------- ----------- ------- -------- 13,633 3,990 3,513 2,506 822 1,068 1,726 6,926 1,752 35,936 INTERFUND TRANSFERS (3,070) 28 7,910 3,274 (5,039) (941) 969 (3,513) 382 - -------- -------- -------- ---------- --------- ------------- ------- ----------- ------- -------- NET INCREASE (DECREASE) IN NET ASSETS 11,592 33,059 39,755 25,725 (3,018) 4,426 13,232 34,318 839 159,928 Net Assets Available for Plan Benefits at Beginning of Year 192,622 80,554 60,958 49,543 25,173 16,629 38,513 185,591 27,284 676,867 -------- -------- -------- ---------- --------- ------------- ------- ----------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $204,214 $113,613 $100,713 $75,268 $22,155 $21,055 $51,745 $219,909 $28,123 $836,795 ======== ======== ======== ========== ========= ============= ======= =========== ======= ========
See Notes to Financial Statements. - 7 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (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 and collective trust participation units included in the Stable Interest Fund are fully benefit responsive and, accordingly, are reported at cost plus accrued interest, which is contract value. Contract value approximates fair value. At September 30, 1998 and September 30, 1997, interest rates on guaranteed investment contracts of the Stable Interest Fund ranged from 5.37% to 8.35% and 5.37% to 8.35%, respectively. The average yield on the Plan's investments in the Stable Interest Fund for the years ended September 30, 1998 and September 30, 1997 was 6.16% and 6.09%, 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 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. 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. Certain amounts have been reclassified from the 1997 financial statements to be consistent with the presentation in the 1998 financial statements. During 1998, the Plan became a multi-employer Plan as a result of the change in participation of American Commercial Barge Line LLC (see Note 5). 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. General: The Plan is a multi-employer 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 - 8 - 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 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 Fidelity Equity-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 Vanguard 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 Twentieth Century Select Fund, consisting of a mutual fund that invests in various securities selected primarily for capital growth potential; (5) the Twentieth Century Vista 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 Morgan Stanley 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 Common 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 may be revised by participants daily. 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 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 non-participant directed CSX Common Stock Fund, in multiples of 10%, to other investment alternatives offered under the Plan. - 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 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 1998 and 1997. 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, 1998 and 1997, there were no individual investment contracts that represented 5% or more of the Plan's net assets available for plan benefits. Mutual Funds: Substantially all of the assets held in the Fidelity Equity- - ------------- Income and Growth Fund at September 30, 1998 and 1997, are invested in the Fidelity Equity-Income and Growth Fund, a mutual fund managed by Fidelity Management & Research Company. Substantially all of the assets held in the Vanguard S&P 500 Index Fund at September 30, 1998 and 1997 are invested in the Vanguard Institutional Index Trust Fund, a mutual fund managed by the Vanguard Group. - 10 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 3--INVESTMENTS--Continued Substantially all of the assets held in the Twentieth Century Select Fund at September 30, 1998 and 1997, are invested in the Twentieth Century Select Investors Fund, a mutual fund managed by American Century Investments. Substantially all of the assets held in the Twentieth Century Vista Fund at September 30, 1998 and 1997, are invested in the Twentieth Century Vista Fund, a mutual fund managed by American Century Investments. Substantially all of the assets held in the Morgan Stanley International Equity Fund at September 30, 1998 and 1997, are invested in the Morgan Stanley International Equity Fund, a mutual fund managed by Morgan Stanley. CSX Common Stock Fund: Substantially all of the assets held in this fund at - --------------------- September 30, 1998 and 1997, are invested in CSX common stock. Loan Fund: Substantially all of the assets held in this fund at September 30, - --------- 1998 and 1997, consist of loans made to Plan participants from their accounts. NOTE 4--PLAN MERGER 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. NOTE 5--CHANGE IN PARTICIPATION OF AMERICAN COMMERCIAL BARGE LINE COMPANY LLC On June 30, 1998, CSX conveyed its wholly-owned subsidiary, American Commercial Lines LLC (ACL), to a joint venture in which CSX holds a 32% interest. Employees of American Commercial Barge Line Company LLC (ACBLC), a wholly owned subsidiary of ACL, previously participated in the Plan. Pursuant to an Adoption Agreement signed June 30, 1998, ACBLC's eligible employees may continue to participate in the Plan. Only persons employed by ACBLC on June 29, 1998, or employees hired by the newly formed venture after June 30, 1998, are eligible to participate in the Plan. ACBLC participants may not invest in the CSX Common Stock Fund and may reallocate amounts previously invested in the CSX Common Stock Fund to other investment alternatives. NOTE 6--INCOME TAX STATUS The Internal Revenue Service ruled on March 15, 1996, that the Plan qualifies under Sections 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust 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. The CSX Administrative Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. No provision for income taxes has been included in the Plan's financial statements. - 11 - TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 6--INCOME TAX STATUS--Continued 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. NOTE 7--RELATED PARTY TRANSACTIONS CSX and its subsidiaries provide the Plan with certain management and accounting services. During fiscal years 1998 and 1997, the Plan reimbursed CSX and subsidiaries approximately $149 and $121, respectively, for those services which are considered reasonable and customary expenses of the Plan. During fiscal years 1998 and 1997, the Plan received $5,695 and $4,788, 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, 1998, transactions involving this account included 360 purchases with a total cost of $297,215 and 352 sales with a fair value of $297,147. For the fiscal year ended September 30, 1997, transactions involving this account included 213 purchases with a total cost of $211,919 and 218 sales with a fair value of $215,604. NOTE 8--CONRAIL TRANSACTION Due to the joint acquisition of Conrail Inc. by CSX and Norfolk Southern Corporation, approximately 790 former Conrail employees will become eligible for the Plan on or about June 1, 1999. NOTE 9--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, 1998 ------------------------- Net assets available for plan benefits per the financial statements $797,292 Distributions due but unpaid (198) ------------------------- Net assets available for plan benefits per the Form 5500 $797,094 ========================= -12- TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 9--COMPARISON TO FORM 5500--Continued The following is a reconciliation of distributions made to participants per the financial statements to the Form 5500: Fiscal Year Ended September 30, 1998 ======================= Distributions to participants per the financial statements $41,154 Add: Distributions due but unpaid at September 30, 1998 198 Less: Distributions due but unpaid at September 30, 1997 (142) ----------------------- Distributions to participants per the Form 5500 $41,210 ======================= -13- SUPPLEMENTAL SCHEDULES - 14 - SCHEDULE 27a TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1998 (Dollars in Thousands)
Current Issuer Description of Investment Cost Value - ------------------------------- ------------------------------- ---------- ------------ Guaranteed Investment Contracts - ------------------------------- AIG Life Insurance Co. 1-78042 Guaranteed Investment Contract $ 20,591 $ 20,591 Allstate Life Insurance Co. GA-5867 Guaranteed Investment Contract 6,018 6,018 Allstate Life Insurance Co. GA-5547 Guaranteed Investment Contract 8,895 8,895 Allstate Life Insurance Co. GA-5797 Guaranteed Investment Contract 5,443 5,443 Commonwealth Life Insurance ADA-00614 - FR Guaranteed Co. Investment Contract 5,450 5,450 Hartford Life Insurance Co. GA-10131 Guaranteed Investment Contract 10,801 10,801 J. P Morgan Synthetic Guaranteed Investment Contract 74,048 74,048 Lincoln National Life GA #9736 Guaranteed Investment Insurance Co. Contract 7,302 7,302 Metropolitan Life Insurance GA #13920 Guaranteed Investment Co. Contract 13,508 13,508 New York Life Insurance Co. GA #06699002 Guaranteed Investment Contract 5,304 5,304 New York Life Insurance Co. GA #06699004 Guaranteed Investment Contract 6,619 6,619 New York Life Insurance Co. GA #06699005 Guaranteed Investment Contract 6,738 6,738 New York Life Insurance Co. GA #06699006 Guaranteed Investment Contract 4,783 4,783 Prudential Life Insurance GA #6497-503 Guaranteed Co. Investment Contract 6,754 6,754 ---------- ------------ 182,254 182,254
-15- SCHEDULE 27a TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - Continued SEPTEMBER 30, 1998 (Dollars in Thousands)
Current Issuer Description of Investment Cost Value - ---------------------------------- ---------------------------- ------------- --------- Mutual Funds - ------------ Fidelity Equity-Income Fund 2,164,917 Shares 82,779 107,380 Vanguard Institutional Index Fund 1,252,669 Shares 83,419 117,688 Twentieth Century Select Investors Fund 1,897,586 Shares 76,886 89,642 Twentieth Century Vista Fund 1,107,636 Shares 15,108 10,445 Morgan Stanley International Equity Fund 1,138,862 Shares 19,984 20,112 ------------- --------- 278,176 345,267 Common Stock - ------------ *CSX Corporation 5,016,396 Shares 170,615 210,927 Collective Trust Fund - --------------------- American Express Trust Managed Stable Capital Income Fund 1,947,172 units 25,349 25,566 Loans to Participants - --------------------- * Tax Savings Thrift Plan for Employees of CSX Corporation and Range of interest rates charged Affiliated Companies 6% to 10% - 27,600 Cash Equivalents - ---------------- * Collective Short-Term Investment Fund of the Northern Trust Company 2,364,000 Shares 2,364 2,364 ------------- --------- TOTAL $658,758 $793,978 ============= ========= * Parties-in-Interest
- 16 - SCHEDULE 27d TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES SCHEDULE OF REPORTABLE TRANSACTIONS FISCAL YEAR ENDED SEPTEMBER 30, 1998 (Dollars in Thousands)
Purchases Sales ------------------ ---------------------------------------------- Value of Assets Sold on Cost Net Transaction of Gain Description of Assets Number Cost Number Date Asset (Loss) - ---------------------------- ------- -------- ------- ----------- --------- -------- Category (iii) - series of securities transactions in excess of 5% of plan assets - ---------------------------------------------------------------------------------------------------- CSX Corporation Common Stock Fund 47 $ 50,156 30 $ 29,729 $ 18,020 $11,709 Collective Short-Term Investment Fund of the Northern Trust Company 360 297,215 352 297,147 297,147 - Vanguard Index Trust - 500 Portfolio 139 32,943 119 21,460 14,051 7,409 Twentieth Century Select Investment Fund 150 31,069 106 13,842 11,454 2,388 Fidelity Equity - Income 116 22,918 140 21,398 14,731 6,667 Fund There were no category (i), (ii), or (iv) transactions during the fiscal year ended September 30, 1998.
- 17 - 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 29, 1999 - 18 - EX-23 2 CONSENT OF INDEPENDENT AUDITORS 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 26, 1999, 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, 1998. /s/ ERNST & YOUNG LLP Jacksonville, Florida March 26, 1999 I-1 -----END PRIVACY-ENHANCED MESSAGE-----