-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NhnRUX6lycO7SAcwzBei7QIgAexm6Ryb1Nre+DgGwBRJR/ncFTeKaCnnkG7pqcvN iqlJ6N1HY94QYJ8bNM1ePg== 0000277948-94-000007.txt : 19940404 0000277948-94-000007.hdr.sgml : 19940404 ACCESSION NUMBER: 0000277948-94-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19930930 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: 4011 IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 34 SEC FILE NUMBER: 001-08022 FILM NUMBER: 94519604 BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 11-K 1 CSX CORPORATION CAPITAL BUILDER PLAN 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, 1993 Commission file number 1-8022 CSX CORPORATION CAPITAL BUILDER PLAN 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 CSX CORPORATION CAPITAL BUILDER PLAN INDEX TO FINANCIAL STATEMENTS Audited Financial Statements Page No. Report of Ernst & Young, Independent Auditors 3 Statement of Net Assets Available for Plan Benefits - September 30, 1993 4 Statement of Net Assets Available for Plan Benefits - September 30, 1992 5 Statement of Changes in Net Assets Available for Plan Benefits - Fiscal Year Ended September 30, 1993 6 Statement of Changes in Net Assets Available for Plan Benefits - Fiscal Year Ended September 30, 1992 7 Notes to Financial Statements 8-11 Supplemental Schedules Assets Held for Investment - September 30, 1993 13 Transactions or Series of Transactions in Excess of 5% of the Fair Value of Plan Assets - Fiscal Year Ended September 30, 1993 14 Signature 15 - 2 - PAGE 3 Report of Ernst & Young, Independent Auditors --------------------------------------------- The Compensation and Pension Committee CSX Corporation Capital Builder Plan CSX Corporation Richmond, Virginia We have audited the accompanying statements of net assets available for plan benefits of the CSX Corporation Capital Builder Plan ("Plan") as of September 30, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the 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, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of September 30, 1993, and transactions or series of transactions in excess of 5% of the fair value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. /s/ ERNST & YOUNG ----------------------- Ernst & Young Richmond, Virginia March 22, 1994 - 3 - PAGE 4 CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (Thousands of Dollars) September 30, 1993 ------------------------------------------ S&P Guaranteed 500 Aggressive CSX Interest Index Growth Stock Fund Fund Fund Fund Total ------------------------------------------ ASSETS Investments Common Stock of CSX Corporation (1,170,381 Shares; Cost - $57,343) $ --- $ --- $ --- $ 90,851 $ 90,851 Collective Trust Fund (Cost - $9,251) 9,251 --- --- --- 9,251 Mutual Funds (Cost - $7,417) --- 4,012 4,129 --- 8,141 Cash and Cash Equivalents 6 --- --- 146 152 ------- ------- ------- -------- -------- 9,257 4,012 4,129 90,997 108,395 Employer Contributions Receivable --- --- --- 20,298 20,298 Employee Contributions Receivable 249 231 253 377 1,110 Accrued Investment Income --- --- --- 1 1 ------- ------- ------- -------- -------- TOTAL ASSETS 9,506 4,243 4,382 111,673 129,804 LIABILITIES Distributions Payable 70 13 20 513 616 ------- ------- ------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 9,436 $ 4,230 $ 4,362 $111,160 $129,188 ======= ======= ======= ======== ======== See Notes to Financial Statements. - 4 - PAGE 5 CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (Thousands of Dollars) September 30, 1992 ------------------------------------------ S&P Guaranteed 500 Aggressive CSX Interest Index Growth Stock Fund Fund Fund Fund Total ------------------------------------------ ASSETS Investments Common Stock of CSX Corporation (958,058 Shares; Cost - $42,625) $ --- $ --- $ --- $56,526 $56,526 Collective Trust Fund (Cost - $6,047) 6,047 --- --- --- 6,047 Mutual Funds (Cost - $3,460) --- 1,718 1,777 --- 3,495 Cash and Cash Equivalents 46 23 30 206 305 ------- ------- ------- ------- ------- 6,093 1,741 1,807 56,732 66,373 Employer Contributions Receivable --- --- --- 8,794 8,794 Employee Contributions Receivable 32 12 19 1,115 1,178 Accrued Investment Income 1 --- --- 2 3 ------- ------- ------- ------- ------- TOTAL ASSETS 6,126 1,753 1,826 66,643 76,348 LIABILITIES Distributions Payable 64 3 4 287 358 ------- ------- ------- ------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 6,062 $ 1,750 $ 1,822 $66,356 $75,990 ======= ======= ======= ======= ======= See Notes to Financial Statements. - 5 - PAGE 6 CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (Thousands of Dollars) Fiscal Year Ended September 30, 1993 ------------------------------------------ S&P Guaranteed 500 Aggressive CSX Interest Index Growth Stock Fund Fund Fund Fund Total ------------------------------------------ ADDITIONS Investment Income: Dividends and Interest $ 473 $ 75 $ 29 $ 1,713 $ 2,290 Employer Contributions --- --- --- 20,913 20,913 Employee Contributions 3,133 2,180 2,114 4,238 11,665 Net Realized and Unrealized Appreciation of Investments --- 237 544 20,339 21,120 ------- ------- ------- -------- -------- 3,606 2,492 2,687 47,203 55,988 DEDUCTIONS Distributions to Participants (266) (46) (68) (2,121) (2,501) Fees and Expenses (23) (9) (9) (248) (289) INTERFUND TRANSFERS 57 43 (70) (30) --- ------- ------- ------- -------- -------- NET INCREASE IN NET ASSETS 3,374 2,480 2,540 44,804 53,198 Net Assets Available for Plan Benefits at Beginning of Year 6,062 1,750 1,822 66,356 75,990 ------- ------- ------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 9,436 $ 4,230 $ 4,362 $111,160 $129,188 ======= ======= ======= ======== ======== See Notes to Financial Statements. - 6 - PAGE 7 CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (Thousands of Dollars) Fiscal Year Ended September 30, 1992 ------------------------------------------ S&P Guaranteed 500 Aggressive CSX Interest Index Growth Stock Fund Fund Fund Fund Total ------------------------------------------ ADDITIONS Investment Income: Dividends and Interest $ 257 $ 22 $ 6 $ 1,161 $ 1,446 Employer Contributions --- --- --- 17,219 17,219 Employee Contributions 3,632 1,646 1,779 5,664 12,721 Net Realized and Unrealized Appreciation of Investments --- 40 6 4,437 4,483 ------- ------- ------- ------- ------- 3,889 1,708 1,791 28,481 35,869 DEDUCTIONS Distributions to Participants (150) (9) (19) (650) (828) INTERFUND TRANSFERS (52) 22 50 (20) --- ------- ------- ------- ------- ------- NET INCREASE IN NET ASSETS 3,687 1,721 1,822 27,811 35,041 Net Assets Available for Plan Benefits at Beginning of Year 2,375 29 --- 38,545 40,949 ------- ------- ------- ------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 6,062 $ 1,750 $ 1,822 $66,356 $75,990 ======= ======= ======= ======= ======= See Notes to Financial Statements. - 7 - PAGE 8 CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1993 (Thousands of Dollars) NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The accounts of the Plan are maintained on the accrual basis. All security transactions are recorded as of the trade date. Investments in CSX Corporation ("CSX") common stock and mutual funds are valued at the last reported sales price on the last business day of the Plan year. The fair value of the collective trust fund participation units are determined by the fund manager and are based on the current market values of the underlying assets of the fund. NOTE 2. DESCRIPTION OF THE PLAN A complete description of Plan provisions including those relating to contributions, vesting, withdrawals 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 Exchange Commission on June 9, 1989. 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 was established effective August 1, 1989 and qualifies as a "cash or deferred" arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended ("IRC"), as a combination profit sharing and stock bonus plan. Plan participation is limited to certain employees of CSX and affiliated companies (the "Employer"). The total number of participants in the Plan as of September 30, 1993 and 1992 were 15,134 and 14,699, respectively. Investment Alternatives: Participant contributions may be invested in one or more of the following investment funds: (1) the Guaranteed Interest Fund, consisting of a collective trust fund that primarily invests in guaranteed investment contracts with insurance companies; (2) the S&P 500 Index Fund, consisting of a mutual fund that invests in common stocks selected primarily to duplicate the performance of the stock market as a whole; (3) the Aggressive Growth Fund, consisting of a mutual fund that invests in various securities selected primarily for capital growth potential; and (4) the CSX Stock Fund, consisting of investments in CSX common stock. Employer contributions are made in the form of shares of CSX common stock or cash deposits to the CSX Stock Fund. 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 their annual compensation in 1% multiples, to the Plan. In addition, the - 8 - PAGE 9 CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Thousands of Dollars) NOTE 2. DESCRIPTION OF THE PLAN, Continued Plan permits certain eligible participants to contribute other compensatory awards to the Plan. All participant contributions may be made on a before or after-tax basis within the limits imposed by the Internal Revenue Code and may be invested in any combination of the four investment alternatives. Investment direction may be revised by participants as often as four times per year. Employer Contributions: Contributions to the profit sharing and stock bonus portion of the Plan are made by the Employer in the number of shares of CSX common stock at least equal to the Company Stock Multiple (as defined in the Summary Plan Description) applicable to the participating group or an amount of cash which would permit the acquisition of that number of shares on the open market at then market prices. Such employer contributions, if applicable, are funded by November 30 of each calendar year. Effective January 1, 1993, the Plan was amended to provide for Employer matching contributions for certain eligible employees equal to 50% of those participants' capital savings contributions, up to 6% of their annual compensation. Vesting, Withdrawals, Distributions and Forfeitures: Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of service. A participant is 100% vested after five years of credited service. Withdrawals and distributions are controlled in accordance with the provisions of the Plan. Amounts not fully vested at the time of withdrawal are redistributed to the individual participant accounts of those participants remaining in the Plan. Participant Accounts: Each participant's account is credited with the participant's contributions, the appropriate portion of the Employer's contribution and an allocation of Plan earnings and forfeitures of terminated participants' nonvested accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's 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 plan termination, participants will become 100% vested in their accounts. Administrative Expenses: The administrative expenses of the Plan are payable 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 1993 and all administrative expenses in 1992. - 9 - PAGE 10 CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Thousands of Dollars) NOTE 3. INVESTMENTS The Plan's investments are held by a bank administered trust fund. These investments are more fully described below: Collective Trust Fund: Substantially all of the assets held in the Guaranteed Interest Fund as of September 30, 1993 and 1992 are invested in IDS Trust Income Fund, which primarily invests in guaranteed investment contracts with insurance companies. The fund is managed by Investors Diversified Services ("IDS"). Mutual Funds: Substantially all of the assets held in the S&P 500 Index Fund as of September 30, 1993 and 1992 are invested in Vanguard Index Trust-500 Portfolio, a mutual fund managed by Vanguard. Substantially all of the assets held in the Aggressive Growth Fund as of September 30, 1993 and 1992 are invested in Twentieth Century Select Fund, a mutual fund managed by Twentieth Century Investors, Inc. CSX Stock Fund: Substantially all of the assets held in this fund at September 30, 1993 and 1992 are invested in CSX common stock. NOTE 4. INCOME TAX STATUS The Plan qualifies under Section 401(a) of the IRC and is therefore exempt from taxation under IRC Section 501(a). Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan 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. Deferred savings contributions to the Plan by participants and contributions by the Employer, earnings, interest, dividends and gain or loss from the sale of securities realized by the Plan need not be reported as income by participants for federal income tax purposes until the participant's account is wholly or partially withdrawn. Amounts contributed to the Plan by participants as non- deferred savings contributions have been made subject to federal income taxation prior to such contributions and are not subject to federal income taxation when withdrawn. However, earnings, interest, dividends and gain or loss on non- deferred savings contributions must be reported as income by participants when received from the Plan. NOTE 5. RELATED PARTY TRANSACTIONS CSX Corporation provides the Plan with certain management and accounting services for which no fees are charged. During fiscal 1993 and 1992, the Plan received $1,705 and $1,150, respectively, representing cash dividends from CSX common stock. - 10 - PAGE 11 CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Thousands of Dollars) NOTE 5. RELATED PARTY TRANSACTIONS, Continued The trustee, The Northern Trust Company, invests Plan assets in the Northern Trust Short-Term Investment Fund. For the fiscal year ended September 30, 1993, transactions involving this account included 463 purchases at a total cost of $15,393 and 258 sales with a fair value of $15,544. For the fiscal year ended September 30, 1992, transactions involving this account included 453 purchases at a total cost of $12,759 and 232 sales with a fair value of $12,520. - 11 - PAGE 12 SUPPLEMENTAL SCHEDULES - 12 - PAGE 13 SCHEDULE I CSX CORPORATION CAPITAL BUILDER PLAN ASSETS HELD FOR INVESTMENT SEPTEMBER 30, 1993 (Thousands of Dollars) Fair Issuer Description Cost Value ------ ----------- ---- ----- Common Stock - ------------ CSX Corporation 1,170,381 shares $57,343 $ 90,851 Collective Trust Fund - --------------------- IDS Trust Income Fund 267,013 shares 9,251 9,251 Mutual Funds - ------------ Vanguard Index Trust - 500 Portfolio 92,660 shares 3,744 4,012 Twentieth Century Select Fund 91,645 shares 3,673 4,129 Cash and Cash Equivalents - ------------------------- Collective Short-Term Investment Fund of The 151,640 shares 152 152 Northern Trust Company ------- -------- TOTAL $74,163 $108,395 ======= ======== - 13 - PAGE 14 SCHEDULE II CSX CORPORATION CAPITAL BUILDER PLAN TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS FISCAL YEAR ENDED SEPTEMBER 30, 1993 (Thousands of Dollars) Purchases Sales ------------ ----------------------------------- Value of Cost Net Assets Sold on of Gain Description of Asset Number Cost Number Transaction Date Asset (Loss) - -------------------- ------ ---- ------ ---------------- ----- ----- Category (iii) - series of transactions in excess of 5% of plan assets - ---------------------------------------------------------------------- CSX Corporation Common Stock 58 $16,237 20 $ 2,016 $ 1,337 $679 Collective Short-Term Investment Fund of The Northern Trust Company 463 15,393 258 15,544 15,544 --- There were no category (i), (ii) or (iv) reportable transactions during the fiscal year ended September 30, 1993. - 14 - PAGE 15 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. CSX CORPORATION CAPITAL BUILDER PLAN By: /s/ GREGORY R. WEBER ------------------------------------------- Gregory R. Weber Vice President and Controller CSX Corporation (Plan Sponsor) Date: March 31, 1994 - 15 - EX-23 2 CONSENT OF INDEPENDENT AUDITORS PAGE 1 EXHIBIT 23 Consent of Ernst & Young, Independent Auditors ---------------------------------------------- We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-29136) pertaining to the CSX Corporation Capital Builder Plan of our report dated March 22, 1994, with respect to the financial statements and schedules of the CSX Corporation Capital Builder Plan included in this Annual Report (Form 11-K) for the fiscal year ended September 30, 1993. /s/ ERNST & YOUNG --------------------- Ernst & Young Richmond, Virginia March 28, 1994 - I-1 - -----END PRIVACY-ENHANCED MESSAGE-----