-----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, KHpottKcnzkLG7D15FHC04QCzuTEA5ePDtiA8FwEFcM8AxCdtgQqbSDnQJ9ybcTS Cm3TKYKzukpfs4V9dL0bOA== 0000277948-00-000004.txt : 20000328 0000277948-00-000004.hdr.sgml : 20000328 ACCESSION NUMBER: 0000277948-00-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20000327 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: 001-08022 FILM NUMBER: 579946 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 year ended September 30, 1999 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 FINANCIAL STATEMENTS AND SCHEDULES As of September 30, 1999 and 1998, and for the year ended September 30, 1999 CONTENTS Report of Independent Auditors 3 Statements of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6-13 Supplemental Schedules Line 27a-Schedule of Assets Held for Investment Purposes 15 Line 27d-Schedule of Reportable Transactions 16 Signature 17 Exhibit 23-Consent of Ernst & Young LLP, Independent Auditors I-1 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 benefits of the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies as of September 30, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended September 30, 1999. 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 net assets available for benefits of the Plan at September 30, 1999 and 1998, and the changes in its net assets available for benefits for the year ended September 30, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of September 30, 1999 and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules 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 21, 2000 3 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (Dollars in Thousands)
September 30, 1999 1998 ----------------------------- ASSETS Investments, at fair value (see Note 3) $702,561 $611,724 Investments, at contract value (see Note 2) 199,688 182,254 ----------------------------- Total Investments 902,249 793,978 Receivables: Employer contributions 915 903 Participant contributions 2,733 2,702 ----------------------------- TOTAL ASSETS 905,897 797,583 LIABILITIES Accrued expenses 372 291 Transfer due to American Commercial Lines LLC Plan (see Note 6) 51,109 - ----------------------------- TOTAL LIABILITIES 51,481 291 ----------------------------- NET ASSETS AVAILABLE FOR BENEFITS $854,416 $797,292 =============================
See Notes to Financial Statements. 4 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED SEPTEMBER 30, 1999 (Dollars in Thousands) ADDITIONS Investment income: Dividends and interest $ 26,524 Net appreciation in fair value of investments 89,274 Employer contributions 11,678 Participant contributions 38,981 --------------- 166,457 DEDUCTIONS Distributions to participants 57,440 Fees and expenses 784 Transfer to American Commercial Lines LLC Plan (see Note 6) 51,109 --------------- 109,333 NET INCREASE 57,124 Net Assets Available for Benefits at Beginning of Year 797,292 --------------- Net Assets Available for Benefits at End of Year $854,416 =============== See Notes to Financial Statements. 5 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 1 - DESCRIPTION OF THE PLAN The following description of the Tax Savings Thrift Plan for Employees of CSX Corporation and affiliated companies (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. General: The Plan is a multiple employer defined contribution plan covering all - ------- full-time salaried employees and certain non-union hourly employees of CSX Corporation (CSX) and adopting affiliated companies (collectively, the Company or Plan Sponsor). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Each year, participants may contribute, in 1% increments, up to - ------------- 15% of pre-tax annual compensation, as defined in the Plan. Participants who are not eligible to participate in the Company's Supplementary Savings and Incentive Award Deferral Plan, may also contribute up to 25% of any incentive compensation to the Plan. Subject to certain limitations, participant may reinvest distributions received from another qualified plan. Participants may change investment options daily. The Company contributes amounts equal to 50% of the first 6% of the participant's pre-tax annual contributions, as defined in the Plan. Company contributions are made in the form of cash deposits to the CSX Common Stock Fund. Participant incentive compensation contributions are not matched. Additional amounts may be contributed at the option of the Company's board of directors. Participants 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. Participant Accounts: Each participant's account is credited with the - ---------------------- participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings, and is charged with an allocation of administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the account. 6 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 1 - DESCRIPTION OF THE PLAN (Continued) Vesting: Participants are immediately vested in contributions plus actual - ------- earnings thereon. Loans: Participants may borrow from their account amounts equal to no more than - ----- the lesser of $50,000 in an aggregate amount of all loans from the Plan or 50% of their vested account balance. Loan terms range from one to five years unless the loan is to be used in conjunction with the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Principal and interest are paid ratably through monthly payroll deductions. Payment of Benefits: Upon termination of service, a participant may receive a - ------------------- lump-sum amount equal to the vested value of his or her account, or upon death, disability or retirement, elect to receive monthly installments over a 240 month period. A participant with an account balance of $5,000 or less shall be paid in lump sum. Plan Termination: Although it has not expressed any intent to do so, the Company - ---------------- 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 Plan termination or partial termination, participants will become 100% vested in their accounts. Administrative expenses: The administrative expenses of the Plan are paid by the - ----------------------- Company or from Plan funds as the Plan Sponsor directs. The Company paid a portion of the administrative expenses of the Plan in fiscal years 1999 and 1998. NOTE 2 - Summary of SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The financial statements have been prepared on the - --------------------- accrual method of accounting. 7 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 2 - Summary of SIGNIFICANT ACCOUNTING POLICIES, (Continued) Investment Valuation and Income Recognition: Except for the investments in - ---------------------------------------------- guaranteed investment contracts included in the Stable Interest Fund, the Plan's investments are stated at fair value. The shares of registered investment companies and collective trust participation units are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding principal balances, which approximate fair value. The guaranteed investment contracts are recorded at their contract values, which is cost plus accrued interest, because these investments have fully benefit-responsive features. There are no reserves against contract values for credit risk of contract issues or otherwise. At September 30, 1999 and 1998, interest rates on guaranteed investment contracts of the Stable Interest Fund ranged from 5.75% to 8.35% and 5.37% to 8.35%, respectively. The average yield on the Plan's investments of guaranteed investment contracts in the Stable Interest Fund for the years ended September 30, 1999 and 1998 was 6.59% and 6.16%, respectively. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend 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. Reclassification: Certain amounts in the 1998 financial statements have been - ---------------- reclassified to conform to the 1999 financial statement presentation. 8 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 3 - INVESTMENTS The Plan's investments are held by The Northern Trust Company (the Trustee) in a bank administered trust fund. The following investments represent 5% or more of the Plan's net assets. September 30, 1999 1998 ---------------- -------------- Investments, at contract value: Guaranteed Investment Contracts $199,688 $182,254 Investments, at fair value as determined by quoted market prices: Fidelity Equity-Income Fund 118,767 107,380 Vanguard Institutional Index Fund 155,082 117,688 Twentieth Century Select Fund 118,040 89,642 CSX Corporation common stock 218,039* 210,927* *Includes nonparticipant-directed (see Note 4) During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $89,274 as follows: Mutual funds $85,717 CSX Corporation common stock 2,419 Collective trust units 1,138 -------------- Total Appreciation $89,274 ============== 9 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: September 30, 1999 1998 --------------- -------------- Net Assets: CSX Corporation common stock $166,945 $161,786 Year ended September 30, 1999 ------------------ Changes in Net Assets: Additions Contributions $10,506 Dividends 4,200 Net appreciation in fair value of CSX Corporation common stock 1,839 Deductions Benefits paid to participants (7,595) Transfers to participant-directed funds (3,653) Fees and expenses (138) --------------- Net Increase in Net assets $ 5,159 =============== Note 5 - Conrail Transaction As a result of the joint acquisition of Conrail Inc. by the Company and Norfolk Southern Corporation, approximately 790 former Conrail employees became eligible to participate in the Plan on June 1, 1999. NOTE 6 - 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 10 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 6 - CHANGE IN PARTICIPATION OF AMERICAN COMMERCIAL BARGE LINE COMPANY LLC, Continued signed June 30, 1998, ACBLC's eligible employees were permitted to continue to participate in the Plan until a similar plan could be established by ACL. Only persons employed by ACBLC on June 29, 1998, or employees hired by the newly formed venture after June 30, 1998, were eligible to participate in the Plan. ACBLC participants were not permitted to invest in the CSX Common Stock Fund and any amounts previously invested in the CSX Common Stock Fund were reallocated to other investment alternatives. On September 30, 1999, ACBLC participants authorized transfers of accounts from the Plan totaling $51,109 to a retirement plan offered by ACL. The transfer is reflected in the accompanying financial statements. NOTE 7 - RELATED PARTY TRANSACTIONS CSX and its subsidiaries provide the Plan with certain management and accounting services. During 1999 and 1998, the Plan reimbursed CSX and its subsidiaries approximately $149 during each plan year for these services. The Plan received cash dividends from investments in CSX common stock in amounts of $5,467 and $5,695 during 1999 and 1998, respectively. The Trustee routinely invests assets in the Collective Short-Term Investment Fund of The Northern Trust Company. For the year ended September 30, 1999, transactions with this fund included 357 purchases with a total cost of $304,319 and 333 sales with a fair value of $295,718. For the year ended September 30, 1998, transactions with this fund included 360 purchases with a total cost of $297,215 and 352 sales with a fair value of $297,147. NOTE 8 - INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated March 15, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor 11 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 8 - INCOME TAX STATUS, Continued believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. On September 15, 1999, the Plan applied for a new determination letter regarding a restatement of the Plan. The Plan Sponsor believes that the Plan remains qualified and therefore, the related trust is exempt from taxation. NOTE 9 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits reported in the financial statements to Form 5500: September 30, 1999 ------------------------ Net assets available for benefits per the financial statements $854,416 Amounts allocated to withdrawing participants (320) ------------------------ Net assets available for benefits per Form 5500 $854,096 ======================== The following is a reconciliation of benefits paid to participants reported in the financial statements to Form 5500: Year Ended September 30, 1999 ------------------------ Benefits paid to participants per the financial statements $57,440 Add: Amounts allocated to withdrawing participants at September 30, 1999 320 Less: Amounts allocated to withdrawing participants at September 30, 1998 (198) ------------------------ Benefits paid to participants per Form 5500 $57,562 ======================== 12 TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (Dollars in Thousands) NOTE 9 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500, Continued Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to September 30, but not yet paid as of that date. NOTE 10 - SUBSEQUENT EVENTS Plan Year End: Effective November 1, 1999, the Plan changed its fiscal year end - ------------- from September 30 to December 31. Plan Amendment and Establishment of Master Trust: Effective November 1, 1999, - ------------------------------------------------- the Plan was amended and restated to reflect various design or administrative changes, including changes to investment alternatives. A Master Trust was also established for the investment of assets of the Plan and the CSX Corporation Capital Builder Plan, another Company-sponsored retirement plan. The assets of the Master Trust are held by The Northern Trust Company. Each participating retirement plan has an undivided interest in the Master Trust. Investment income and expenses will be allocated to each plan based upon its pro-rata share in the net assets of the Master Trust. Change in Participation of Sea-Land: On December 10, 1999, the Company completed - ----------------------------------- the sale of some of the foreign and domestic assets of its wholly-owned container-shipping subsidiary, Sea-Land Service, Inc. (Sea-Land), to A. P. Moller-Maersk Line (Maersk). Terminated Sea-Land employees participating in the Plan were permitted to make an elective rollover from the Plan. On February 1, 2000, 882 participants elected to rollover their accounts totaling $30,821 to a plan sponsored by Maersk. 13 SUPPLEMENTAL SCHEDULES 14
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES (Plan Number 003) (Employer Identification Number 62-1051971) LINE 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1999 (Dollars in Thousands) (c) Description of Investment Including Maturity Date, (a) (b) Rate of Interest, Par, (e) Parties- Identity of Issuer, Borrower, Collateral (d) Current In-Interest Lessor or Similar Party or Maturity Value Cost Value - ---------------------------------------------------------------------------------------------------- Guaranteed Investment Contracts AIG Life Insurance Co. 5.92%, Due 4/1/00 $ 71,796 $ 71,796 Allstate Life Insurance Co. 5.75%, Due 1/13/00 6,403 6,403 Allstate Life Insurance Co. 5.75%, Due 1/13/00 5,832 5,832 JP Morgan 6.67%, No stipulated maturity 86,438 86,438 Lincoln National Life Insurance 7.74%, Due 3/8/00 7,302 7,302 Co. Metropolitan Life Insurance Co. 8.20%, Due 11/15/99 14,616 14,616 New York Life Insurance Co. 8.35%, Due 1/11/00 7,301 7,301 ------------------------ 199,688 199,688 Collective Trust Fund MFO IDS Managed Stable Capital Income Fund 12,400 12,625 Mutual Funds Fidelity Equity-Income Fund 87,360 118,767 Vanguard Institutional Index Fund 164,153 155,082 Twentieth Century Select Fund 101,479 118,040 Twentieth Century Vista Fund 19,551 20,459 Morgan Stanley International Equity Fund 20,488 22,883 ------------------------ 393,031 435,231 Common Stock * CSX Corporation Corporate common stock 185,193 218,039 Loans to Participants * The Plan Interest rates range from 7.75% to 8.50% - 25,405 Cash Equivalents * The Northern Trust Company Collective Short-Term Investment Fund 11,261 11,261 ------------------------ TOTAL $801,573 $902,249 ========================
*Indicates party-in-interest 15
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION AND AFFILIATED COMPANIES (Plan Number 003) (Employer Identification Number 62-1051971) Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FISCAL YEAR ENDED SEPTEMBER 30, 1999 (Dollars in Thousands) (h) Current Value (b) (c) of Asset on (i) (a) Description of Asset Including Purchase (d) (g) Transaction Net Identity of Party Involved Maturity Date and Interest Rate Price Selling Price Cost of Asset Date Gain/(Loss) - ------------------------------------------------------------------------------------------------------------------------------------ Category (iii) -series of transactions in excess of 5% of plan assets: - --------------------------------------------------------------------------------------------- AIG Life Insurance Co. Guaranteed Investment Contracts 51,205 - 51,205 51,205 - JP Morgan Guaranteed Investment Contract 12,391 - 12,391 12,391 - - 949 949 949 - MFO IDS Managed Stable Capital Income 36,792 - 36,792 36,792 Fund - - 50,460 49,741 50,460 719 Twentieth Century Select Fund 43,687 - 43,687 43,687 - 22,867 19,094 22,867 3,773 CSX Corporation Corporate common stock 51,857 - 51,857 51,857 - - 45,277 35,784 45,277 9,493 Fidelity Equity Income Fund 21,294 - 21,294 21,294 - - 29,245 16,713 29,245 12,532 The Northern Trust Company Collective Short Term 304,319 - 304,319 304,319 Investment Fund - - 295,718 295,718 295,718 -
Columns (e) and (f) have not been presented as this information is not applicable. There were no category (i), (ii) or (iv) transactions during the fiscal year ended September 30, 1999. 16 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 27, 2000 17 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 21, 2000, 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, 1999. /s/ ERNST & YOUNG LLP Jacksonville, Florida March 21, 2000 I-1 -----END PRIVACY-ENHANCED MESSAGE-----