-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G52G6s16og0DTatjCdh43CIQIKoq/RT+pRfFaA89OjaWfcykk9lAiI6dReUVW6Ay UTRhI9m4QK3orZYQoRvWug== 0000277948-99-000004.txt : 19990330 0000277948-99-000004.hdr.sgml : 19990330 ACCESSION NUMBER: 0000277948-99-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 002-63273 FILM NUMBER: 99576783 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 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, 1998 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- CSX CORPORATION CAPITAL BUILDER PLAN INDEX TO FINANCIAL STATEMENTS Audited Financial Statements Page No. Report of Independent Auditors 3 Statement of Net Assets Available for Plan Benefits, With Fund Information - September 30, 1998 4 Statement of Net Assets Available for Plan Benefits, With Fund Information - September 30, 1997 5 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information - Fiscal Year Ended September 30, 1998 6 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information - Fiscal Year Ended September 30, 1997 7 Notes to Financial Statements 8-13 Supplemental Schedules Schedule of Assets Held for Investment Purposes - September 30, 1998 15 Schedule of Reportable Transactions 16 Schedule of Nonexempt Transactions 17 Signature 18 -2- REPORT OF INDEPENDENT AUDITORS The Pension Committee CSX Corporation Capital Builder Plan CSX Corporation Richmond, Virginia We have audited the accompanying statements of net assets available for plan benefits, with fund information, of the CSX Corporation Capital Builder Plan ("Plan") as of September 30, 1998 and 1997, and the related statements of changes in net assets available for plan benefits, with fund information, 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, 1998 and 1997, 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 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, 1998, reportable transactions and nonexempt transactions for the fiscal 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 Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Jacksonville, Florida March 26, 1999 -3- CSX CORPORATION CAPITAL BUILDERS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FISCAL YEAR SEPTEMBER 30, 1998 (Dollars in Thousands)
Non- Participant Participant Directed Directed ----------------------------------------------------------------------------- ----------- Morgan CSX Fidelity Vanguard Twentieth Twentieth Stanley CSX Common Stable Equity- Institutional Century Century International Common Stock Interest Income Index Select Vista Equity Stock & ESOP Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total ----------------------------------------------------------------------------- -------- ------ -------- ASSETS Investments Common Stock of CSX Corp (Note 2) $ - $ - $ - $ - $ - $ - $45,640 $171,692 $ - $217,332 Mutual Funds - 783 33,111 18,438 242 423 - - - 52,997 Collective Trust Fund 18,095 - - - - - - - - 18,095 Loans to Participants - - - - - - - - 3,902 3,902 Cash and Cash Equivalents 72 - - - - - 433 1,630 - 2,135 -------- -------- ------------ --------- -------- --------- -------- ----------- ------- ------- 18,167 783 33,111 18,438 242 423 46,073 173,322 3,902 294,461 Contributions Receivable 70 15 245 112 8 8 210 32 - 700 -------- -------- ------------ --------- -------- --------- -------- ----------- ------- ------- TOTAL ASSETS 18,237 798 33,356 18,550 250 431 46,283 173,354 3,902 295,161 LIABILITIES Accrued Expenses 10 - 19 11 1 - 25 95 - 161 -------- -------- ------------ --------- -------- --------- -------- ----------- ------- ------- TOTAL LIABILITIES 10 - 19 11 1 - 25 95 - 161 -------- -------- ------------ --------- -------- --------- -------- ----------- ------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $18,227 $798 $33,337 $18,539 $249 $431 $46,258 $173,259 $3,902 $295,000 ======== ======== ============ ========= ======== ========= ======== =========== ======= ========
See Notes to Financial Statements. -4- CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION SEPTEMBER 30, 1997 (Dollars in Thousands)
Non- Participant Participant Directed Directed ------------------------------------------------------------ ------------ CSX Vanguard Twentieth CSX Common Stable Institutional Century Common Stock Interest Index Select Stock & ESOP Fund Fund Fund Fund Fund Total ------------------------------------------------------------ ------------ ---------- ASSETS Investments Common Stock of CSX Corporation (Note 2) $ - $ - $ - $52,173 $202,319 $254,492 Mutual Funds - 26,074 14,396 - - 40,470 Collective Trust Fund 17,073 - - - - 17,073 Cash and Cash Equivalents - 5 (33) 483 4 459 ---------- -------------- ----------- ------------ ------------ ---------- 17,073 26,079 14,363 52,656 202,323 312,494 Accrued Investment Income - 1 - 1 3 5 ---------- -------------- ----------- ------------ ------------ ---------- TOTAL ASSETS 17,073 26,080 14,363 52,657 202,326 312,499 LIABILITIES Due to Brokers for Securities Purchased - - - 346 1,024 1,370 Accrued Expenses 9 15 8 28 102 162 ---------- -------------- ----------- ------------ ------------ ---------- TOTAL LIABILITIES 9 15 8 374 1,126 1,532 ---------- -------------- ----------- ------------ ------------ ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $17,064 $26,065 $14,355 $52,283 $201,200 $310,967 ========== ============== =========== ============ ============ ========== See Notes to Financial Statements.
-5- CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FISCAL YEAR ENDED SEPTEMBER 30, 1998 (Dollars in Thousands)
Non- Participant Participant Directed Directed ---------------------------------------------------------------------- ----------- Vanguard Morgan CSX Fidelity Institu- Twentieth Twentieth Stanley CSX Common Stable Equity- tional Century Century International Common Stock Interest Income Index Select Vista Equity Stock & ESOP Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total ---------------------------------------------------------------------- ----------- -------- -------- ADDITIONS Investment Income: Dividends and Interest $ 5 $ 6 $ 493 $ 61 $ - $ - $ 1,172 $ 4,411 $ 62 $ 6,210 Employer Contributions 51 3 98 34 1 2 211 37,105 - 37,505 Participant Contributions 1,907 104 6,368 2,871 59 61 6,315 - - 17,685 Net Realized and Unrealized Appreciation (Depreciation)in Fair Value of Investments 1,062 (126) 1,885 1,916 (78) (75) (15,450) (58,128) - (68,994) -------- -------- ---------- --------- --------- ----------- -------- ----------- ------- -------- 3,025 (13) 8,844 4,882 (18) (12) (7,752) (16,612) 62 (7,594) DEDUCTIONS Distributions to Participants 691 14 668 347 - 2 1,292 4,860 - 7,874 Fees and Expenses 32 1 59 32 - 1 79 295 - 499 -------- -------- ---------- --------- --------- ----------- -------- ----------- ------- -------- 723 15 727 379 - 3 1,371 5,155 - 8,373 INTERFUND TRANSFERS (1,139) 826 (845) (319) 267 446 3,098 (6,174) 3,840 - -------- -------- ---------- --------- --------- ----------- -------- ----------- ------- -------- NET INCREASE (DECREASE) IN NET ASSETS 1,163 798 7,272 4,184 249 431 (6,025) (27,941) 3,902 (15,967) Net Assets Available for Plan Benefits at Beginning of Year 17,064 - 26,065 14,355 - - 52,283 201,200 - 310,967 -------- -------- ---------- --------- --------- ----------- -------- ----------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $18,227 $ 798 $33,337 $18,539 $ 249 $431 $46,258 $173,259 $3,902 $295,000 ======== ======== ========== ========= ========= =========== ======== =========== ======= ========
See Notes to Financial Statements. -6- CSX CORPORATION CAPITAL BUILDER PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FISCAL YEAR ENDED SEPTEMBER 30, 1997 (Dollars in Thousands)
Non- Participant Participant Directed Directed --------------------------------------------------------------- ---------- CSX Vanguard Twentieth CSX Common Stable Institutional Century Common Stock Interest Index Select Stock & ESOP Fund Fund Fund Fund Fund Total --------------------------------------------------------------- ----------------------- ADDITIONS Investment Income: Dividends and Interest $ 3 $ 381 $ 78 $ 888 $ 3,524 $ 4,874 Employer Contributions 193 143 50 719 6,403 7,508 Participant Contributions 1,737 4,076 1,870 4,802 - 12,485 Net Realized and Unrealized Appreciation in Fair Value of Investments 1,004 6,501 3,560 7,216 27,232 45,513 ----------- -------------- ------------- ------------ ---------- ------------- 2,937 11,101 5,558 13,625 37,159 70,380 DEDUCTIONS Distributions to Participants 829 483 243 1,706 6,007 9,268 Fees and Expenses 62 35 18 72 278 465 ----------- -------------- ------------- ------------ ---------- ------------- 891 518 261 1,778 6,285 9,733 INTERFUND TRANSFERS (494) 498 (247) 243 - - ----------- -------------- ------------- ------------ ---------- ------------- NET INCREASE IN NET ASSETS 1,552 11,081 5,050 12,090 30,874 60,647 Net Assets Available for Plan Benefits at Beginning of Year 15,512 14,984 9,305 40,193 170,326 250,320 ----------- -------------- ------------- ------------ ---------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $17,064 $26,065 $14,355 $52,283 $201,200 $310,967 =========== ============== ============= ============ ========== =============
See Notes to Financial Statements. -7- CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (Dollars in Thousands) NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The accounting records of the CSX Corporation Capital Builder Plan ("the Plan") are maintained on the accrual basis. All securities transactions of the Plan are recorded as of the trade date. Investments in CSX Corporation ("CSX") common stock and mutual funds are presented at fair value. Fair value is based upon the last reported sales price on the last business day of the Plan year. Collective trust fund participation units are carried at cost plus accrued interest as determined by the fund manager, which is contract value. Contract value approximates fair value. 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 and deductions from net assets. Actual results may differ from those estimates. Certain amounts have been reclassified from the 1997 financial statements to be consistent with the presentation in the 1998 financial statements. NOTE 2. DESCRIPTION OF THE PLAN A complete description of the 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 and 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 union employees of CSX and affiliated companies (the "Employer"). Under the stock bonus portion of the Plan ("ESOP"), CSX contributes a specified number of shares of CSX common stock on an annual basis to the accounts of participants who have met service requirements for the preceding calendar year and remain employed on specified dates as defined in the applicable Summary Plan Description. These shares may be purchased throughout the year and are classified as "unallocated" shares until credited to the participants' accounts. The CSX Common Stock & ESOP Fund held 730,302 shares valued at $30,718 and 155,447 shares valued at $9,094 representing unallocated shares at September 30, 1998 and 1997, respectively. -8- CSX CORPORATION CAPITAL BUILDER PLAN 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 Fidelity Equity-Income Fund, consisting of a mutual fund that invests in various securities selected primarily for a combination of income and capital growth potential; (3) the Vanguard Institutional 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 Twentieth Century Select Fund, consisting of a mutual fund that invests in various securities selected primarily for capital growth potential; (5) the Twentieth Century Vista 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 Morgan Stanley 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 Common Stock Fund, consisting of investments in CSX 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 annual compensation, in 1% multiples, to the Plan. In addition, the 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 seven investment alternatives. Investment direction may be revised by participants daily. 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 the then available market prices. Such employer contributions, if applicable, are funded as defined by the Summary Plan Description each calendar year. The Plan also provides for Employer matching contributions for certain eligible employees in an amount equal to the lesser of 50% of those participants' capital savings contributions or 3% of their annual base compensation. All employer matching contributions are invested in CSX common stock, with the exception of certain eligible employees who may direct up to 50% of the company contribution in 25% multiples in any of the seven investment funds. -9- CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 2. DESCRIPTION OF THE PLAN, Continued 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, or upon death, disability or retirement. 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 during 1998 and 1997. 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 Stable - ----------------------- Interest Fund as of September 30, 1998 are invested in the IDS Managed Stable Capital Income Fund. Substantially all of the assets held in the Stable Interest Fund as of September 30, 1997 are invested in the American Express Stable Capital II Fund. Both funds primarily invest in guaranteed investment contracts. Mutual Funds: During 1998, the Fidelity Equity Income Fund was added as an - ------------- investment alternative of the Plan. Substantially all of the assets held in the Fidelity Equity-Income Fund at September 30, 1998 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 Vanguard Institutional Index Fund as of September 30, 1998 and 1997 are invested in the Vanguard Institutional Index Trust Fund, a mutual fund managed by the Vanguard Group. -10- CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 3. INVESTMENTS, Continued Substantially all of the assets held in the Twentieth Century Select Fund as of September 30, 1998 and 1997, are invested in Twentieth Century Select Fund, managed by American Century Investments. During 1998, the Twentieth Century Vista Fund was added as an investment alternative of the Plan. Substantially all of the assets held in Twentieth Century Vista Fund as of September 30, 1998 are invested in Twentieth Century Vista Fund, managed by American Century Investments. During 1998, the Morgan Stanley International Equity Fund was added as an investment alternative of the Plan. Substantially all of the assets held in the Morgan Stanley International Equity Fund at September 30, 1998 are invested in the Morgan Stanley International Equity Fund, a mutual fund managed by Morgan Stanley. CSX Common Stock Funds: Substantially all of the assets held in these funds as - ---------------------- of September 30, 1998 and 1997, are invested in CSX common stock. At September 30, 1998 and 1997 approximately 75% and 82%, respectively, of total Plan investments are invested in CSX common stock which is a concentration of risk. Loan Fund: Substantially all of the assets held in this fund as of September - --------- 30, 1998 consist of loans made to Plan participants from their accounts. NOTE 4. INCOME TAX STATUS The Plan received a determination letter from the Internal Revenue Service (the Service) dated March 7, 1996, stating that in form the Plan and Trust satisfy the requirements for qualification and exemption under Sections 401(a) and 501(a) of the Internal Revenue Code (IRC), respectively. Notwithstanding the favorable determinations of the Service, the Plan and Trust are required to operate in conformity with the IRC to maintain their qualification and exemption. During 1998, certain amounts were transferred to the Plan and used to purchase shares of CSX common stock on the open market in excess of the number of shares needed to discharge the participating employers' contribution obligations to the Plan for the plan year ended September 30, 1998. Such shares are being held under the Plan in an unallocated share account and totaled approximately 540,000 shares with a fair market value of $23,142 at September 30, 1998. CSX, the Plan sponsor, has filed a request for a private letter ruling with the Service with respect to this transaction and also intends to make a filing under the Voluntary Compliance Resolution component of the Internal Revenue Service's Employee Plans Compliance Resolution System. The Plan Sponsor and its outside legal counsel believe that any issues regarding the qualification of the Plan will be favorably resolved. The Plan sponsor has indicated that it will take all necessary steps to maintain the Plan's qualified status. -11- CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 5. RELATED PARTY TRANSACTIONS CSX and its subsidiaries provide the Plan with certain management and accounting services. During fiscal years 1998 and 1997, the Plan reimbursed CSX and its subsidiaries $69 and $62, respectively, for these services which are considered reasonable and customary expenses of the Plan. During fiscal years 1998 and 1997, the Plan received $5,534 and $4,386, respectively, representing cash dividends from CSX common stock. The trustee, The Northern Trust Company, invests Plan assets in the Collective Short-Term Investment Fund of The Northern Trust Company. For the fiscal year ended September 30, 1998, transactions involving this account included 145 purchases at a total cost of $31,115 and 157 sales with a fair value of $29,148. For the fiscal year ended September 30, 1997 transactions involving this account included 484 purchases at a total cost of $24,186 and 246 sales with a fair value of $23,091. NOTE 6. PLAN AMENDMENT Effective May 1, 1998, the Plan was amended to allow Plan participants to obtain loans from their participant accounts, subject to certain limitations. 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. NOTE 7. CONRAIL TRANSACTION Due to the joint acquisition of Conrail Inc. by CSX and Norfolk Southern Corporation, approximately 7,000 former Conrail and CSX employees will become eligible for the Plan on or about June 1, 1999. NOTE 8. COMPARISON TO FORM 5500 Form 5500 requires the recording of a liability for participant distributions processed prior to year-end but not yet paid. In financial statements prepared in accordance with generally accepted accounting principles, such amounts remain net assets available for plan benefits until paid. The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: September 30, 1998 ------------------------- Net assets available for plan benefits per the financial statements $295,000 Distributions due but unpaid (136) ------------------------- Net assets available for plan benefits per the Form 5500 $294,864 ========================= -12- CSX CORPORATION CAPITAL BUILDER PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED (Dollars in Thousands) NOTE 8. COMPARISON TO FORM 5500, Continued The following is a reconciliation of distributions made to participants per the financial statements to the Form 5500: Fiscal Year Ended September 30, 1998 ----------------------- Distributions to participants per the financial statements $7,874 Add: Distributions due but unpaid at September 30, 1998 136 Less: Distributions due but unpaid at September 30, 1997 - ----------------------- Distributions to participants per the Form 5500 $8,010 ======================= -13- SUPPLEMENTAL SCHEDULES -14- SCHEDULE 27a CSX CORPORATION CAPITAL BUILDER PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1998 (Dollars in Thousands)
Current Issuer Description of Investment Cost Value - ------------------------------------ ---------------------------- --------- --------- Mutual Funds - ------------ Twentieth Century Select Fund 390,304 shares $ 16,061 $ 18,438 Twentieth Century Vista Fund 25,619 shares 301 242 Fidelity Equity-Income Fund 15,793 shares 895 783 Morgan Stanley Institutional Equity Fund 23,967 shares 484 423 Vanguard Institutional Index Fund 352,430 shares 27,425 33,111 --------- --------- 45,166 52,997 Common Stock - ------------ *CSX Corporation 5,166,862 shares 189,422 217,332 Collective Trust Fund - --------------------- IDS Managed Stable Capital Income 1,378,161 units 16,847 18,095 Fund Loans to Participants - --------------------- * Capital Builder Plan Range of interest rates charged 6% to 10% - 3,902 Cash and Cash Equivalents - ------------------------- * Collective Short-Term Investment Fund of the Northern Trust Company 2,135,000 shares 2,135 2,135 --------- --------- TOTAL $253,570 $294,461 ========= =========
* Parties-in-Interest. -15- SCHEDULE 27d CSX CORPORATION CAPITAL BUILDER PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FISCAL YEAR ENDED SEPTEMBER 30, 1998 (Dollars in Thousands)
Purchases Sales ------------------ ------------------------------------------- Value of Assets Sold on Cost Net Transaction Of Gain Description of Asset Number Cost Number Date Asset (Loss) - ---------------------------- ------- -------- ------- ------------ -------- ------- Category (iii) - series of securities transactions in excess of 5% of plan assets - ------------------------------------------------------------------------------------------------- CSX Corporation Common 87 $47,713 27 $ 9,766 $ 6,558 $3,208 Stock Collective Short-Term Investment Fund of the Northern Trust Company 145 31,115 157 29,148 29,148 -
There were no category (i),(ii) or (iv) reportable transactions during the fiscal year ended September 30, 1998. -16- SCHEDULE 27e CSX CORPORATION CAPITAL BUILDER PLAN SCHEDULE OF NONEXEMPT TRANSACTIONS FISCAL YEAR ENDED SEPTEMBER 30, 1998 (Dollars in Thousands)
Identity Relationship of Party to Cost of Current Net Gain Involved Plan Description of Transaction Asset Value of Asset or (Loss) - --------------------------------------------------------------------------------------------------------------------- CSX Corporation Plan Sponsor Purchase of CSX Corporation $24,144 $23,142 $(1,002) common stock in excess of employer's obligation to the Plan
-17- 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/ JAMES L. ROSS ----------------- James L. Ross Vice President and Controller CSX Corporation (Plan Sponsor) Date: March 29, 1999 -18- EX-23 2 CONSENT OF INDEPENDENT AUDITORS 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. 33-29136) pertaining to the CSX Corporation Capital Builder Plan of our report dated March 26, 1999, 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, 1998. /s/ ERNST & YOUNG LLP Jacksonville, Florida March 26, 1999 - I-1 - -----END PRIVACY-ENHANCED MESSAGE-----