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, 1997
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
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<PAGE>
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, 1997 4
Statement of Net Assets Available for Plan Benefits
- September 30, 1996 5
Statement of Changes in Net Assets Available for Plan
Benefits - Fiscal Year Ended September 30, 1997 6
Statement of Changes in Net Assets Available for Plan
Benefits - Fiscal Year Ended September 30, 1996 7
Notes to Financial Statements 8-13
Supplemental Schedules
Schedule of Assets Held for Investment Purposes
- September 30, 1997 15-16
Schedule of Reportable Transactions 17
Signature 18
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<PAGE>
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, 1997 and 1996, 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, 1997 and 1996, 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, 1997 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 23, 1998
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<PAGE>
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, 1997
(Dollars in Thousands)
<CAPTION>
Non-Participant
Directed
Participant Directed
----------------------------------------------------------------------------- ---------- ------------------
Income S & P
Stable and 500 Aggressive Int'l CSX CSX
Interest Growth Index Growth Growth Equity Stock Stock Loan
Fund 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 $187,163 $ - $ - $ - $ - $ - $ - $ - $ - $187,163
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
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
-------- -------- --------- ------- ---------- -------- ------- ---------- -------- ---------
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
======== ======== ========= ======= ========== ======== ======= ========== ========= =========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
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, 1996
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
---------------------------------------------------------------------------- ----------- -------------------
Income S & P
Stable and 500 Aggressive Int'l CSX CSX
Interest Growth Index Growth Growth Equity Stock Stock Loan
Fund 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.
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<PAGE>
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, 1997
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
----------------------------------------------------------------------------- ----------- -------------------
Income S & P
Stable and 500 Aggressive Int'l CSX CSX
Interest Growth Index Growth Growth Equity Stock Stock Loan
Fund 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 $13,091 $ 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 192,622 80,554 60,958 49,543 25,173 16,629 38,513 185,591 27,284 676,867
Year
-------- --------- -------- ------- ---------- ------- ------- ---------- -------- ---------
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
======== ========= ======== ======= ========== ======= ======= ========== ======== =========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
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, 1996
(Dollars in Thousands)
<CAPTION>
Non-Participant
Participant Directed Directed
-------------------------------------------------------------------------- ---------------------------------
Income S & P
Stable and 500 Aggressive Int'l CSX CSX
Interest Growth Index Growth Growth Equity Stock Stock Loan
Fund 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 $12,688 $2,802 $ 992 $ 300 $ - $ 38 $ 744 $ 3,841 $ 2,034 $23,439
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 - 8,902 7,895 5,473 2,585 1,555 6,696 30,465 - 63,571
--------- -------- -------- ------- --------- ------- ------- ----------- -------- ---------
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 198,558 63,415 39,437 46,924 17,230 10,071 21,276 152,487 27,782 577,180
Year
--------- -------- -------- ------- --------- ------- ------- ----------- -------- ---------
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.
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<PAGE>
PAGE 8
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(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, 1997
and September 30, 1996, interest rates on guaranteed investment contracts of the
Stable Interest Fund ranged from 5.37% to 8.35% and 3.00% to 8.35%,
respectively. The average yield on the Plan's investments in the Stable Interest
Fund for the years ended September 30, 1997 and September 30, 1996 was 6.09% and
6.21%, 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 1996 financial statements to be
consistent with the presentation in the 1997 financial statements.
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 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").
- 8 -
<PAGE>
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
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 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.
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<PAGE>
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
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 1997 and 1996.
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, 1997 and 1996, 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 Income and Growth Fund
- ------------
at September 30, 1997 and 1996, 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,
1997 are invested in the Vanguard Institutional Index Trust Fund, a mutual fund.
Substantially all of the assets held in the S & P 500
- 10 -
<PAGE>
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
Index Fund at September 30, 1996 are invested in the Vanguard Index Trust - 500
Portfolio, a mutual fund. Both funds are managed by the Vanguard Group.
Substantially all of the assets held in the Growth Fund at September 30, 1997
and 1996, 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, 1997 and 1996, 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, 1997 and 1996, 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, 1997 and 1996, are invested in CSX common stock.
Loan Fund: Substantially all of the assets held in this fund at
- ---------
September 30, 1997 and 1996, 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--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.
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>
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. During fiscal years 1997 and 1996, the Plan reimbursed CSX and
subsidiaries approximately $121 and $92, respectively, for those services which
are considered reasonable and customary expenses of the Plan. During fiscal
years 1997 and 1996, the Plan received $4,788 and $4,515, 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, 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. 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.
NOTE 7--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, 1997
-------------------------
Net assets available for plan benefits per the
financial statements $836,795
Distributions due but unpaid (142)
-------------------------
Net assets available for plan benefits per the
Form 5500 $836,653
=========================
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<PAGE>
PAGE 13
TAX SAVINGS THRIFT PLAN FOR EMPLOYEES OF CSX CORPORATION
AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(Dollars in Thousands)
NOTE 7--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, 1997
=======================
Distributions to participants per the
financial statements $35,100
Add: Distributions due but unpaid
at September 30, 1997 142
Less: Distributions due but unpaid
at September 30, 1996 (160)
-----------------------
Distributions to participants per the
Form 5500 $35,082
=======================
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<PAGE>
PAGE 14
SUPPLEMENTAL SCHEDULES
- 14 -
<PAGE>
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, 1997
(Dollars in Thousands)
<CAPTION>
Issuer Description of Investment Cost Current
Value
- ----------------------------- --------------------------------- ---------- ------------
Guaranteed Investment
Contracts
- -----------------------------
<S> <S> <C> <C>
Allstate Life Insurance Co. GA-5867 Guaranteed Investment $5,656 $5,656
Contract
Allstate Life Insurance Co. GA-5547 Guaranteed Investment 8,412 8,412
Contract
Allstate Life Insurance Co. GA-5797 Guaranteed Investment 5,079 5,079
Contract
Commonwealth Life Insurance ADA-00614 - FR Guaranteed 5,074 5,074
Co. Investment Contract
Commonwealth Life Insurance ADA-00645 - FR Guaranteed 9,983 9,983
Co. Investment Contract
Hartford Life Insurance Co. GA-10131 Guaranteed Investment 10,052 10,052
Contract
J. P Morgan Synthetic Guaranteed Investment 59,432 59,432
Contract
Lincoln National Life GA #9736 Guaranteed Investment 7,302 7,302
Insurance Co. Contract
Metropolitan Life Insurance GA #13920 Guaranteed Investment 12,484 12,484
Co. Contract
New York Life Insurance Co. GA #06699 Guaranteed Investment 6,038 6,038
Contract
New York Life Insurance Co. GA #06699002 Guaranteed 5,034 5,034
Investment Contract
New York Life Insurance Co. GA #06699003 Guaranteed 6,083 6,083
Investment Contract
New York Life Insurance Co. GA #06699004 Guaranteed 6,224 6,224
Investment Contract
New York Life Insurance Co. GA #06699005 Guaranteed 6,219 6,219
Investment Contract
New York Life Insurance Co. GA #06699006 Guaranteed 4,506 4,506
Investment Contract
Provident Life Insurance Co. GC-627-05491-01A Guaranteed 12,775 12,775
Investment Contract
Prudential Life Insurance GA #6497-503 Guaranteed 6,309 6,309
Co. Investment Contract
Prudential Life Insurance GA #6497-504 Guaranteed 10,501 10,501
Co. Investment Contract
---------- ------------
$187,163 $187,163
</TABLE>
-15-
<PAGE>
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
SEPTEMBER 30, 1997
(Dollars in Thousands)
<CAPTION>
Current
Issuer Description of Investment Cost Value
- ---------------------------------- ---------------------------- ------------- ---------
<S> <S> <C> <C>
Mutual Funds
Fidelity Equity-Income Fund 2,133,855 shares $74,592 $113,180
Vanguard Institutional Index Fund 1,135,180 shares 64,527 100,202
Twentieth Century Select
Investors Fund 1,504,449 shares 57,271 74,952
Twentieth Century Vista Fund 1,370,960 shares 19,297 21,990
Morgan Stanley International
Equity Fund 1,031,329 shares 16,994 20,926
------------- ---------
232,681 331,250
Common Stock
CSX Corporation 4,606,144 shares 139,191 269,459
Collective Trust Fund
American Express Trust
Managed Stable Capital
Income Fund 1,365,564 units 16,637 16,866
Loans to Participants
* Tax Savings Thrift Plan for
Employees of CSX Corporation Range of interest rates
and charged 6% to 10% 28,123 28,123
Affiliated Companies
Cash Equivalents
* Collective Short-Term
Investment
Fund of the Northern Trust
Company 1,052,000 shares 1,052 1,052
------------- ---------
TOTAL $604,847 $833,913
============= =========
</TABLE>
* Parties-in-Interest
- 16 -
<PAGE>
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, 1997
(Dollars in Thousands)
<CAPTION>
Purchases Sales
------------------ --------------------------------------------
Value of
Assets
Sold on Cost Net
Transaction of Gain
Description of Assets Number Cost Number Date Asset (Loss)
- ---------------------------- ------- -------- ------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Category (i) - individual transactions in excess of 5% of plan assets
- --------------------------------------------------------------------------------------------------
Vanguard Institutional
Index Fund 1 $76,802 - $ - $ - $ -
Vanguard Index Trust - 500 - - 1 77,011 56,372 20,639
Portfolio
Category (iii) - series of securities transactions in excess of 5% of plan assets
- --------------------------------------------------------------------------------------------------
CSX Corporation Common
Stock Fund 47 $47,379 41 37,552 $20,507 $17,045
Collective Short-Term
Investment Fund of the
Northern Trust Company 213 211,919 218 215,604 215,604 -
American Express Trust
Collective Income Fund 19 34,800 20 53,180 51,775 1,405
JP Morgan Synthetic
Guaranteed Investment 12 35,874 - - - -
Contract
Vanguard Institutional
Index 71 90,555 - - - -
Fund
Vanguard Index Trust - 500
Portfolio - - 59 84,298 61,654 22,644
</TABLE>
There were no category (ii), or (iv) transactions during the fiscal year ended
September 30, 1997.
- 17 -
<PAGE>
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, 1998
- 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
23, 1998, 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, 1997.
/s/ ERNST & YOUNG LLP
----------------------
Ernst & Young LLP
Jacksonville, Florida
March 23, 1998
I-1
<PAGE>
