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-
<PAGE>
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
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<PAGE>
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
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<PAGE>
<TABLE>
CSX CORPORATION CAPITAL BUILDERS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FISCAL YEAR SEPTEMBER 30, 1998
(Dollars in Thousands)
<CAPTION>
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
----------------------------------------------------------------------------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======== ============ ========= ======== ========= ======== =========== ======= ========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
<TABLE>
CSX CORPORATION
CAPITAL BUILDER PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
SEPTEMBER 30, 1997
(Dollars in Thousands)
<CAPTION>
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
------------------------------------------------------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
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<PAGE>
<TABLE>
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)
<CAPTION>
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
---------------------------------------------------------------------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
======== ======== ========== ========= ========= =========== ======== =========== ======= ========
</TABLE>
See Notes to Financial Statements.
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<PAGE>
<TABLE>
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)
<CAPTION>
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
--------------------------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
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
=========== ============== ============= ============ ========== =============
</TABLE>
See Notes to Financial Statements.
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<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
=========================
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<PAGE>
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
=======================
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<PAGE>
SUPPLEMENTAL SCHEDULES
-14-
<PAGE>
<TABLE>
SCHEDULE 27a
CSX CORPORATION
CAPITAL BUILDER PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1998
(Dollars in Thousands)
<CAPTION>
Current
Issuer Description of Investment Cost Value
- ------------------------------------ ---------------------------- --------- ---------
<S> <S> <C> <C>
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
========= =========
</TABLE>
* Parties-in-Interest.
-15-
<PAGE>
<TABLE>
SCHEDULE 27d
CSX CORPORATION
CAPITAL BUILDER PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1998
(Dollars in Thousands)
<CAPTION>
Purchases Sales
------------------ -------------------------------------------
Value of
Assets
Sold on Cost Net
Transaction Of Gain
Description of Asset Number Cost Number Date Asset (Loss)
- ---------------------------- ------- -------- ------- ------------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
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 -
</TABLE>
There were no category (i),(ii) or (iv) reportable transactions during the
fiscal year ended September 30, 1998.
-16-
<PAGE>
<TABLE>
SCHEDULE 27e
CSX CORPORATION
CAPITAL BUILDER PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
FISCAL YEAR ENDED SEPTEMBER 30, 1998
(Dollars in Thousands)
<CAPTION>
Identity Relationship
of Party to Cost of Current Net Gain
Involved Plan Description of Transaction Asset Value of Asset or (Loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
-17-
<PAGE>
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-
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 -
