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 December 31, 2000
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
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999
CONTENTS
Report of Independent Certified Public Accountants 3
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6-12
Signature 13
Exhibit 23-Consent of Ernst & Young LLP,
Independent Certified Public Accountants I-1
Report of Independent Certified Public Accountants
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 (the Plan) as of December 31, 2000 and 1999, and the related statement
of changes in net assets available for benefits for the year ended December 31,
2000. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Jacksonville, Florida
June 22, 2001
3
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars in Thousands)
December 31,
2000 1999
----------------------------
ASSETS
Investment in Master Trust, at fair
value (see Note 3) $715,611 $860,499
Receivables:
Employer contributions 610 -
Participant contributions 1,778 -
----------------------------
TOTAL ASSETS 717,999 860,499
LIABILITY
Accrued expenses 305 720
----------------------------
NET ASSETS AVAILABLE FOR BENEFITS $717,694 $859,779
============================
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 DECEMBER 31, 2000
(Dollars in Thousands)
ADDITIONS
Net loss on investment in Master Trust $ (25,136)
Employer contributions 8,422
Participant contributions 26,152
-------------
9,438
DEDUCTIONS
Distributions to participants 116,584
Fees and expenses 1,523
Transfer out to S-L Service, Inc. Plan 33,416
-------------
151,523
-------------
NET DECREASE (142,085)
Net Assets Available for Benefits at Beginning of Period 859,779
-------------
Net Assets Available for Benefits at End of Period $ 717,694
=============
See Notes to Financial Statements.
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TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(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 controlled and affiliated services group 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) as
amended.
Contributions: Each year, participants may contribute, in 1% increments, up to
15% of pre-tax or after-tax annual compensation, as defined by 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, participants
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 or after-tax annual contributions, as defined by 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 1%, 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.
Vesting: Participants are immediately vested in participant contributions plus
actual earnings thereon.
6
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(Dollars in Thousands)
NOTE 1 - DESCRIPTION OF THE PLAN, Continued
Loans: Participants may borrow from their account in 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
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
disability or retirement, elect to receive monthly installments over a 240-month
period. Surviving spouses of retired or disabled participants may elect to
continue monthly installments or to initiate monthly installments. 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 remain 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. All of the
administrative expenses of the Plan during the year ended December 31, 2000 were
paid from Plan funds.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The financial statements have been prepared with the
accrual method of accounting in accordance with generally accepted accounting
principles.
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TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(Dollars in Thousands)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Investment Valuation and Income Recognition: Investments in CSX Common Stock
(stated at fair value) are valued at the last reported sales price on the last
business day of the year. Investments in mutual funds are measured by quoted
market prices and are reported at aggregate fair value at year end. Synthetic
guaranteed investment contracts are reported at fair value, which in the case of
such contracts approximates contract value. Participant loans
are valued at their outstanding balances, which approximates fair value.
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.
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TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(Dollars in Thousands)
NOTE 3 - INVESTMENT IN MASTER TRUST
At December 31, 2000, the Plan's interest in the net assets of the Master Trust
was approximately 73%.
Summarized financial information of the Master Trust is presented below:
December 31,
2000
------------
Total Master Trust net assets
Assets:
Accrued income $ 1,051
Receivables:
Employer contributions 610
Participant contributions 1,778
Investments at fair value:
Cash and cash equivalents 4,791
Mutual funds:
Fidelity Equity Income Fund 103,197
Vanguard Institutional Index Fund 171,041
Twentieth Century Select Fund 125,918
Other 59,641
CSX Corporation common stock 286,357*
Synthetic guaranteed investment
contracts:
AIG Life Contract 101,324
JP Morgan 93,773
Collective trust fund 16,476
Loans to participants 24,307
------------
Total assets 990,264
Liabilities:
Due to brokers for securities purchased 1,090
Accrued expenses 857
------------
Total Master Trust net assets $988,317
============
*Includes nonparticipant-directed (see Note 4)
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TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(Dollars in Thousands)
NOTE 3 - INVESTMENT IN MASTER TRUST, Continued
Investment income and expenses are allocated to each plan based upon its pro-
rata share in the net assets of the Master Trust. Investment income (loss) for
the Master Trust is as follows:
Year Ended
December 31,
2000
-------------
Net appreciation (depreciation) in fair
value of investments determined by quoted
market prices:
Mutual funds $(43,567)
CSX Corporation common stock (50,373)
Collective trust fund 937
-------------
(93,003)
Interest and dividend income 41,425
-------------
$(51,578)
=============
Synthetic guaranteed investment contracts (SICs) represent a diversified
portfolio of high quality bonds held in the name of the Master Trust in
conjunction with a corresponding contract with the issuer of the SIC to provide
a variable rate of return (based on investment experience and reset quarterly)
on the cost of the investment. The crediting rate for the AIG Life Contract and
the JP Morgan Contract at December 31, 2000 was 6.76% and 6.89%, respectively
(6.06% and 6.70%, respectively, at December 31, 1999). The average crediting
rate during 2000 was 6.41% for the AIG Life Contract and 6.80% for the J.P.
Morgan Contract.
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TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(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:
December 31,
2000 1999
---------------------------
Net Assets:
CSX Corporation common stock $106,424 $131,054
Year Ended
December 31, 2000
-----------------
Changes in Net Assets:
Contributions $ 8,422
Dividends and Interest 4,115
Transfers to Other Funds (2,729)
Net depreciation in fair value of CSX (19,205)
Corporation common stock
Distributions to participants (10,394)
Transfer out to S-L Service, Inc. Plan (4,839)
------------
$(24,630)
============
NOTE 5 - RELATED PARTY TRANSACTIONS
CSX and its subsidiaries provide the Plan with certain management and accounting
services. During the year ended December 31, 2000, the Master Trust reimbursed
CSX and its subsidiaries approximately $700 for these services.
During the year ended December 31, 2000, the Master Trust received cash
dividends from investments in CSX common stock of $6,340, a portion of which was
allocated to the Plan based upon the Plan's pro-rata share in the net assets of
the Master Trust and included in net loss in investment in Master Trust in the
statement of changes in net assets available for benefits.
11
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(Dollars in Thousands)
NOTE 5 - RELATED PARTY TRANSACTIONS, Continued
The Trustee, Northern Trust Company, routinely invests assets in its Collective
Short-Term Investment Fund. During the year ended December 31, 2000, the Master
Trust earned interest of $364 for transactions with this fund, a portion of
which was allocated to the Plan based upon the Plan's pro-rata share in the net
assets of the Master Trust and included in net loss in investment in Master
Trust in the statement of changes in net assets available for benefits.
NOTE 6 - INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated December 5, 2000, 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
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.
NOTE 7 - CHANGE IN PARTICIPATION OF S-L SERVICE, INC.
On December 10, 1999, the Company completed the sale of some of the foreign and
domestic assets of its wholly-owned container-shipping subsidiary, S-L Service,
Inc. (S-L), to A. P. Moller-Maersk Line (Maersk). Terminated S-L employees
participating in the Plan were permitted to make an elective rollover from the
Plan. During 2000, certain participants elected to rollover their accounts
totaling $33,416 to a plan sponsored by Maersk.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
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: June 25, 2001
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