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
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PAGE 4
<TABLE>
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)
<CAPTION>
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
--------------------------------------------------------------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======= ======= ======= ======= ======= =============== ======= ========
</TABLE>
See Notes to Financial Statements.
- 4 -
PAGE 5
<TABLE>
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)
<CAPTION>
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
--------------------------------------------------------------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======= ======= ======= ======= ======= =============== ======= ========
</TABLE>
See Notes to Financial Statements.
- 5 -
PAGE 6
<TABLE>
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)
<CAPTION>
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
--------------------------------------------------------------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======= ======= ======= ======= ======= =============== ======= ========
</TABLE>
See Notes to Financial Statements.
- 6 -
PAGE 7
<TABLE>
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)
<CAPTION>
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
--------------------------------------------------------------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======= ======= ======= ======= ======= =============== ======= ========
</TABLE>
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
<TABLE>
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)
<CAPTION>
Current
Issuer Description of Investment Cost Value
- ------------------------------------ ------------------------- -------- --------
Guaranteed Investment Contracts
- -------------------------------
<S> <S> <C> <C>
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
</TABLE>
- 15 -
PAGE 16
<TABLE>
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)
<CAPTION>
Current
Issuer Description of Investment Cost Value
- ------------------------------------ ------------------------- -------- --------
<S> <S> <C> <C>
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
</TABLE>
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PAGE 17
<TABLE>
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)
<CAPTION>
Purchases Sales
----------------- ----------------------------------------------
Value of Cost Net
Assets Sold on of Gain
Description of Asset Number Cost Number Transaction Date Asset (Loss)
-------------------- ------ ------ ------ ---------------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
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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 -
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
