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 - 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, 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 - 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, 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 - 3 - PAGE 4 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) 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 -------- -- -------- - --------- - ------- -- ---------- - -------- - ------- ----------- -------- --------- 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 ======== ======== ========= ======= ========== ======== ======= ========== ========= ========= See Notes to Financial Statements. - 4 - PAGE 5 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) 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 --------- -------- -------- -------- ---------- - -------- - -------- ----------- -------- --------- 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 ======== ======== ======== ======== ========== ======== ======== =========== ======== ========= See Notes to Financial Statements. - 5 - PAGE 6 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) 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 --------- --------- --------- --------- ------------ -------- --------- ----------- -------- --------- 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 ======== ========= ======== ======= ========== ======= ======= ========== ======== ========= See Notes to Financial Statements. - 6 - PAGE 7 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) 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 --------------------------------------------------------------------------- -------- --------- --------- 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 ========= ======== ======== ======= ======== ======= ======= =========== ======== ========= 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, 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 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. - 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 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 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 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 ========================= -12- 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 ======================= -13- PAGE 14 SUPPLEMENTAL SCHEDULES - 14 - PAGE 15 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) Issuer Description of Investment Cost Current Value - ----------------------------- --------------------------------- ---------- ------------ Guaranteed Investment Contracts - ----------------------------- 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 -15- PAGE 16 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) Current Issuer Description of Investment Cost Value - ---------------------------------- ---------------------------- ------------- --------- 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 ============= ========= * Parties-in-Interest - 16 - PAGE 17 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) Purchases Sales ------------------ -------------------------------------------- Value of Assets Sold on Cost Net Transaction of Gain Description of Assets Number Cost Number Date Asset (Loss) - ---------------------------- ------- -------- ------- ------------ -------- -------- 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 There were no category (ii), or (iv) transactions during the fiscal year ended September 30, 1997. - 17 - 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 -