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
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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
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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
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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SUPPLEMENTAL SCHEDULES
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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
======= ========
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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.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
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
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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
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