10-Q 1 csx0627201410-q.htm 10-Q CSX 06.27.2014 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
 
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended June 27, 2014
 
OR
 
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
Commission File Number 1-8022
 
 
 
 
 
 
 
 
 
 
 
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
 
 
 
 
 
 
 
62-1051971
 
 
(State or other jurisdiction of incorporation or organization)
 
 
 
 
 
 
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 
 
500 Water Street, 15th Floor, Jacksonville, FL
 
 
 
 
 
32202
 
(904) 359-3200
 
 
(Address of principal executive offices)
 
 
 
 
 
(Zip Code)
 
(Telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No Change
 
 
 
 
 
 
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X) No ( )
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes (X) No ( )
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer", "accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one)
Large Accelerated Filer (X)
 
Accelerated Filer ( )
Non-accelerated Filer ( )
 
Smaller Reporting Company ( )
 
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ( ) No (X)
There were 999,572,416 shares of common stock outstanding on June 27, 2014 (the latest practicable date that is closest to the filing date).

1



CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 27, 2014
INDEX

 
 
 
Page
PART I.
FINANCIAL INFORMATION
 
 
Item 1.
 
 
 
 
 
 
Quarters and Six Months Ended June 27, 2014 and June 28, 2013
 
 
 
 
 
 
Quarters and Six Months Ended June 27, 2014 and June 28, 2013
 
 
 
 
 
 
At June 27, 2014 (Unaudited) and December 27, 2013
 
 
 
 
 
 
Six Months Ended June 27, 2014 and June 28, 2013
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
PART II.
OTHER INFORMATION
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 


2


CSX CORPORATION

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS (Unaudited)  
(Dollars in millions, except per share amounts)
 
Second Quarters
 
Six Months
 
2014
2013
 
2014
2013
 
 
 
 
 
 
Revenue
$
3,244

$
3,046

 
$
6,256

$
6,009

Expense
 
 
 
 
 
Labor and Fringe
809

777

 
1,623

1,544

Materials, Supplies and Other
621

560

 
1,250

1,067

Fuel
416

397

 
862

841

Depreciation
287

276

 
570

546

Equipment and Other Rents
114

96

 
215

191

Total Expense
2,247

2,106

 
4,520

4,189

 
 
 
 
 
 
Operating Income
997

940

 
1,736

1,820

 
 
 
 
 
 
Interest Expense
(135
)
(140
)
 
(275
)
(287
)
Other (Expense) Income - Net
(12
)
9

 
(5
)
6

Earnings Before Income Taxes
850

809

 
1,456

1,539

 
 
 
 
 
 
Income Tax Expense
(321
)
(288
)
 
(529
)
(556
)
Net Earnings
$
529

$
521

 
$
927

$
983

 
 
 
 
 
 
Per Common Share (Note 2)
 
 
 
 
 
Net Earnings Per Share, Basic
$
0.53

$
0.51

 
$
0.92

$
0.96

Net Earnings Per Share, Assuming Dilution
$
0.53

$
0.51

 
$
0.92

$
0.96

 
 
 
 
 
 
 
 
 
 
 
 
Average Shares Outstanding (In millions)
1,003

1,022

 
1,005

1,022

Average Shares Outstanding, Assuming Dilution (In millions)
1,003

1,023

 
1,006

1,023

 
 
 
 
 
 
 
 
 
 
 
 
Cash Dividends Paid Per Common Share
$
0.16

$
0.15

 
$
0.31

$
0.29



CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)  
(Dollars in millions, except per share amounts)
 
Second Quarters
 
Six Months
 
2014
2013
 
2014
2013
Total Comprehensive Earnings (Note 10)
$
544

$
538

 
$
958

$
1,017


See accompanying notes to consolidated financial statements.

3

CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 
(Unaudited)
 
 
June 27,
2014
December 27,
2013
ASSETS
Current Assets:
 
 
Cash and Cash Equivalents
$
573

$
592

Short-term Investments
216

487

Accounts Receivable - Net (Note 1)
1,062

1,052

Materials and Supplies
275

252

Deferred Income Taxes
123

155

Other Current Assets
123

64

  Total Current Assets
2,372

2,602

 
 
 
Properties
38,010

37,184

Accumulated Depreciation
(10,325
)
(9,893
)
  Properties - Net
27,685

27,291

 
 
 
Investment in Conrail
768

752

Affiliates and Other Companies
563

546

Other Long-term Assets
587

591

  Total Assets
$
31,975

$
31,782

 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 
 
Accounts Payable
$
900

$
957

Labor and Fringe Benefits Payable
490

587

Casualty, Environmental and Other Reserves (Note 4)
151

151

Current Maturities of Long-term Debt (Note 7)
899

533

Income and Other Taxes Payable
229

91

Other Current Liabilities
128

105

  Total Current Liabilities
2,797

2,424

 
 
 
Casualty, Environmental and Other Reserves (Note 4)
289

300

Long-term Debt (Note 7)
8,410

9,022

Deferred Income Taxes
8,728

8,662

Other Long-term Liabilities
847

870

  Total Liabilities
21,071

21,278

 
 
 
Shareholders' Equity:
 
 
Common Stock $1 Par Value
1,000

1,009

Other Capital
70

61

Retained Earnings
10,304

9,936

Accumulated Other Comprehensive Loss (Note 10)
(492
)
(523
)
Noncontrolling Interest
22

21

Total Shareholders' Equity
10,904

10,504

Total Liabilities and Shareholders' Equity
$
31,975

$
31,782


See accompanying notes to consolidated financial statements.

4

CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)
(Dollars in millions)
 
Six Months
 
2014
2013
 
 
 
OPERATING ACTIVITIES
 
 
Net Earnings
$
927

$
983

Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
 
 
Depreciation
570

546

Deferred Income Taxes
86

172

Gain on Property Dispositions
(4
)
(67
)
Other Operating Activities
1

(61
)
Changes in Operating Assets and Liabilities:
 
 
Accounts Receivable
(60
)
7

Other Current Assets
(60
)
(31
)
Accounts Payable
(50
)
25

Income and Other Taxes Payable
114

33

Other Current Liabilities
(79
)
(28
)
Net Cash Provided by Operating Activities
1,445

1,579

 
 
 
INVESTING ACTIVITIES
 
 
Property Additions
(956
)
(1,085
)
Purchase of Short-term Investments
(360
)
(690
)
Proceeds from Sales of Short-term Investments
646

904

Other Investing Activities
20

(50
)
Net Cash Used in Investing Activities
(650
)
(921
)
 
 
 
FINANCING ACTIVITIES
 
 
Long-term Debt Repaid (Note 7)
(244
)
(455
)
Dividends Paid
(311
)
(296
)
Stock Options Exercised (Note 3)

9

Shares Repurchased
(257
)
(95
)
Other Financing Activities
(2
)
9

Net Cash Used in Financing Activities
(814
)
(828
)
 
 
 
Net Decrease in Cash and Cash Equivalents
(19
)
(170
)
 
 
 
CASH AND CASH EQUIVALENTS
 
 
Cash and Cash Equivalents at Beginning of Period
592

784

Cash and Cash Equivalents at End of Period
$
573

$
614

 
 
 

See accompanying notes to consolidated financial statements.






5

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.
Nature of Operations and Significant Accounting Policies

Background
CSX Corporation (“CSX”), and together with its subsidiaries (the “Company”), based in Jacksonville, Florida, is one of the nation's leading transportation companies. The Company provides rail-based transportation services including traditional rail service and the transport of intermodal containers and trailers.

CSX's principal operating subsidiary, CSX Transportation, Inc. (“CSXT”), provides an important link to the transportation supply chain through its approximately 21,000 route mile rail network, which serves major population centers in 23 states east of the Mississippi River, the District of Columbia and the Canadian provinces of Ontario and Quebec. The Company's intermodal business, also part of CSXT, links customers to railroads via trucks and terminals.

Other entities
In addition to CSXT, the Company’s subsidiaries include CSX Intermodal Terminals, Inc. (“CSX Intermodal Terminals”), Total Distribution Services, Inc. (“TDSI”), Transflo Terminal Services, Inc. (“Transflo”), CSX Technology, Inc. (“CSX Technology”) and other subsidiaries. CSX Intermodal Terminals owns and operates a system of intermodal terminals, predominantly in the eastern United States and also performs drayage services (the pickup and delivery of intermodal shipments) for certain CSXT customers and trucking dispatch operations. TDSI serves the automotive industry with distribution centers and storage locations. Transflo connects non-rail served customers to the many benefits of rail by transferring products from rail to trucks. Today, the biggest Transflo markets are chemicals and agriculture, which include shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.
    
CSX’s other holdings include CSX Real Property, Inc., a subsidiary responsible for the Company’s real estate sales, leasing, acquisition and management and development activities. These activities are classified in other income - net because they are not considered to be operating activities of the Company. Results of these activities fluctuate with the timing of real estate transactions.

Basis of Presentation
In the opinion of management, the accompanying consolidated financial statements contain all normal, recurring adjustments necessary to fairly present the following:
  
Consolidated income statements for the quarters and six months ended June 27, 2014 and June 28, 2013;
Consolidated comprehensive income statements for the quarters and six months ended June 27, 2014 and June 28, 2013;
Consolidated balance sheets at June 27, 2014 and December 27, 2013; and
Consolidated cash flow statements for the six months ended June 27, 2014 and June 28, 2013.

Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted from these interim financial statements. CSX suggests that these financial statements be read in conjunction with the audited financial statements and the notes included in CSX's most recent annual report on Form 10-K and any subsequently filed current reports on Form 8-K.


6

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.    Nature of Operations and Significant Accounting Policies, continued

Fiscal Year
CSX follows a 52/53 week fiscal reporting calendar with the last day of each reporting period ending on a Friday:
 
The second fiscal quarters of 2014 and 2013 consisted of 13 weeks ending on June 27, 2014 and June 28, 2013, respectively.
Fiscal year 2014 and 2013 will each consist of 52 weeks ending on December 26, 2014 and December 27, 2013, respectively.
    
Except as otherwise specified, references to “second quarter(s)” or “six months” indicate CSX's fiscal periods ending June 27, 2014 and June 28, 2013, and references to "year-end" indicate the fiscal year ended December 27, 2013.

Allowance for Doubtful Accounts
The Company maintains an allowance for doubtful accounts on uncollectible amounts related to freight receivables, government reimbursement receivables, claims for damages and other various receivables. The allowance is based upon the credit worthiness of customers, historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account. Allowance for doubtful accounts of $35 million and $33 million is included in the consolidated balance sheets as of the end of second quarter 2014 and December 2013, respectively.

New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update, Revenue from Contracts with Customers, which supersedes previous revenue recognition guidance. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligations. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. The new standard will become effective for CSX beginning with the first quarter 2017 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Other Items
Revision of Prior Period Financial Statements
During 2013, CSX completed a review of certain accounts receivable balances which resulted in an adjustment to previously reported revenue. This review identified certain immaterial differences between estimated and actual revenue. For information related to this prior period revision, see CSX's most recent annual report on Form 10-K.


7

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.    Nature of Operations and Significant Accounting Policies, continued

Share Repurchases
In April 2013, the Company announced a new $1 billion share repurchase program, which is expected to be completed by April 2015. Management's assessment of market conditions and other factors guides the timing and volume of repurchases. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances. During second quarter 2014, CSX repurchased $131 million, or approximately 4 million shares, of common stock under this program. In accordance with the Equity Topic in the ASC, the excess of repurchase price over par value is recorded in retained earnings. Generally, retained earnings is only impacted by net earnings and dividends.

NOTE 2.    Earnings Per Share

The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution:
 
Second Quarters
 
Six Months
 
2014
2013
 
2014
2013
Numerator (Dollars in millions):
 
 
 
 
 
Net Earnings
$
529

$
521

 
$
927

$
983

 
 
 
 
 
 
Denominator (Units in millions):
 
 
 
 
 
Average Common Shares Outstanding
1,003

1,022

 
1,005

1,022

Other Potentially Dilutive Common Shares

1

 
1

1

Average Common Shares Outstanding,
Assuming Dilution
1,003

1,023

 
1,006

1,023

 
 
 
 
 
 
Net Earnings Per Share, Basic
$
0.53

$
0.51

 
$
0.92

$
0.96

Net Earnings Per Share, Assuming Dilution
$
0.53

$
0.51

 
$
0.92

$
0.96


Basic earnings per share is based on the weighted-average number of common stock outstanding. Earnings per share, assuming dilution, is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:

convertible debt;

in prior periods, employee stock options (all stock options expired in May 2013); and

other equity awards, which include long-term incentive awards.

The Earnings Per Share Topic in the ASC requires CSX to include additional shares in the computation of earnings per share, assuming dilution. The additional shares included in diluted earnings per share represent the number of shares that would be issued if all of the above potentially dilutive instruments were converted into CSX common stock.






8

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3.
Share-Based Compensation

Under CSX's share-based compensation plans, awards primarily consist of performance grants, restricted stock awards, restricted stock units and stock grants for directors. Awards granted under the various programs are determined and approved by the Compensation Committee of the Board of Directors or, in certain circumstances, by the Chief Executive Officer for awards to management employees other than senior executives. The Board of Directors approves awards granted to the Company's non-management directors upon recommendation of the Governance Committee.

On May 6, 2014, approximately 1 million performance units were granted to certain employees under a new long-term incentive plan ("2016 LTIP") adopted under the CSX Stock and Incentive Award Plan.  Payouts of performance units for the cycle ending with fiscal year 2016 will be based on the achievement of goals related to both operating ratio and return on assets in each case excluding non-recurring items as disclosed in the Company's financial statements. The average operating ratio and return on assets over the plan period will each comprise 50% of the payout and are measured independently of the other.
    
Grants were made in performance units, with each unit representing the right to receive one share of CSX common stock, and payouts will be made in CSX common stock.  The payout range for participants will be between 0% and 200% of the target awards depending on Company performance against predetermined goals. Payouts for certain executive officers are subject to downward adjustment by up to 30% based upon total shareholder return relative to specified comparable companies.

Additionally, as part of the 2014 LTIP, the Company granted approximately 370 thousand restricted stock units to certain employees on May 6, 2014.  The restricted stock units vest three years after the date of grant. Participants receive cash dividend equivalents on the unvested shares during the restriction period.  These awards are time-based and are not based upon attainment of goals.

Both performance units and restricted stock units require participants to be employed through the final day of the respective vesting period except in the case of death, disability or retirement.  For information related to the Company's other outstanding long-term incentive compensation, see CSX's most recent annual report on Form 10-K.

Total pre-tax expense associated with all share-based compensation and the related income tax benefit are as follows:
 
Second Quarters
 
Six Months
(Dollars in millions)
2014
2013
 
2014
2013
 
 
 
 
 
 
Share-Based Compensation Expense
$
6

$
5

 
$
11

$
2

Income Tax Benefit
2

2

 
4

1

    















9

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4.
Casualty, Environmental and Other Reserves
Casualty, environmental and other reserves are considered critical accounting estimates due to the need for significant management judgment. They are provided for in the consolidated balance sheets as follows:
 
June 27,
2014
 
December 27,
2013
(Dollars in millions)
Current
Long-term
Total
 
Current
Long-term
Total
 
 
 
 
 
 
 
 
Casualty:
 
 
 
 
 
 
 
Personal Injury
$
63

$
136

$
199

 
$
59

$
148

$
207

Occupational
3

18

21

 
3

20

23

Asbestos
10

39

49

 
10

40

50

     Total Casualty
76

193

269

 
72

208

280

Environmental
59

48

107

 
59

41

100

Other
16

48

64

 
20

51

71

     Total
$
151

$
289

$
440

 
$
151

$
300

$
451


These liabilities are accrued when estimable and probable in accordance with the Contingencies Topic in the ASC. Actual settlements and claims received could differ, and final outcome of these matters cannot be predicted with certainty. Considering the legal defenses currently available, the liabilities that have been recorded and other factors, it is the opinion of management that none of these items individually, when finally resolved, will have a material effect on the Company's financial condition, results of operations or liquidity. Should a number of these items occur in the same period, however, they could have a material effect on the Company's financial condition, results of operations or liquidity in that particular period.

Casualty
Casualty reserves of $269 million as of the end of second quarter 2014 represent accruals for personal injury, occupational injury and asbestos claims. The Company's self-insured retention amount for these claims is $50 million per occurrence. Currently, no individual claim is expected to exceed the self-insured retention amount. In accordance with the Contingencies Topic in the ASC, to the extent the value of an individual claim exceeds the self-insured retention amount, the Company would present the liability on a gross basis with a corresponding receivable for insurance recoveries. These reserves fluctuate based upon the timing of payments as well as changes in independent third-party estimates, which are reviewed by management. Actual results may vary from estimates due to the number, type and severity of the injury, costs of medical treatments and uncertainties in litigation. Most of the Company's casualty claims relate to CSXT unless otherwise noted below. Defense and processing costs, which historically have been insignificant and are anticipated to be insignificant in the future, are not included in the recorded liabilities.
 
Personal Injury
    Personal injury reserves represent liabilities for employee work-related and third-party injuries. Work-related injuries for CSXT employees are primarily subject to the Federal Employers’ Liability Act (“FELA”). In addition to FELA liabilities, employees of other CSX subsidiaries are covered by various state workers’ compensation laws, the Federal Longshore and Harbor Workers’ Compensation Program or the Maritime Jones Act.
        
    

10

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4. Casualty, Environmental and Other Reserves, continued

CSXT retains an independent actuarial firm to assist management in assessing the value of personal injury claims. An analysis is performed by the independent actuarial firm quarterly and is reviewed by management. The methodology used by the actuary includes a development factor to reflect growth or reduction in the value of these personal injury claims. It is based largely on CSXT's historical claims and settlement experience.

Occupational & Asbestos
Occupational claims arise from allegations of exposures to certain materials in the workplace, such as solvents, soaps, chemicals (collectively referred to as “irritants”) and diesel fuels (like exhaust fumes) or allegations of chronic physical injuries resulting from work conditions, such as repetitive stress injuries, carpal tunnel syndrome and hearing loss. The Company is also party to a number of asbestos claims by current or former employees alleging exposure to asbestos in the workplace.
    
Occupational and asbestos claims are analyzed by a third-party actuary or specialist (the "third-party specialist"), respectively, in order to determine the number of unasserted or incurred but not reported (“IBNR”) claims. Occupational claims analyses are performed by the third-party specialist quarterly and are reviewed by management. Unasserted asbestos claims analyses are performed by the third-party specialist annually, and asserted claims are reviewed by management quarterly.

The third-party specialists analyze CSXT's historical claim filings, settlement amounts, and dismissal rates to determine future anticipated claim filing rates and average settlement values for occupational and asbestos claims reserves. The potentially exposed population is estimated by using CSX's employment records and industry data. From this analysis, the third-party specialists provide an estimate of the IBNR claims liability.

Environmental
Environmental reserves were $107 million as of the end of second quarter 2014. The Company is a party to various proceedings related to environmental issues, including administrative and judicial proceedings involving private parties and regulatory agencies. The Company has been identified as a potentially responsible party at 257 environmentally impaired sites. Many of these are, or may be, subject to remedial action under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as the Superfund Law, or similar state statutes. Most of these proceedings arose from environmental conditions on properties used for ongoing or discontinued railroad operations. A number of these proceedings, however, are based on allegations that the Company, or its predecessors, sent hazardous substances to facilities owned or operated by others for treatment, recycling or disposal. In addition, some of the Company's land holdings were leased to others for commercial or industrial uses that may have resulted in releases of hazardous substances or other regulated materials onto the property and could give rise to proceedings against the Company.

In any such proceedings, the Company is subject to environmental clean-up and enforcement actions under the Superfund Law, as well as similar state laws that may impose joint and several liability for clean-up and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. These costs could be substantial.


11

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4. Casualty, Environmental and Other Reserves, continued

In accordance with the Asset Retirement and Environmental Obligations Topic in the ASC, the Company reviews its role with respect to each site identified at least quarterly, giving consideration to a number of factors such as:
 
type of clean-up required;
nature of the Company's alleged connection to the location (e.g., generator of waste sent to the site or owner or operator of the site);
extent of the Company's alleged connection (e.g., volume of waste sent to the location and other relevant factors); and
number, connection and financial viability of other named and unnamed potentially responsible parties at the location.

Based on the review process, the Company has recorded amounts to cover contingent anticipated future environmental remediation costs with respect to each site to the extent such costs are estimable and probable. The recorded liabilities for estimated future environmental costs are undiscounted. The liability includes future costs for remediation and restoration of sites as well as any significant ongoing monitoring costs, but excludes any anticipated insurance recoveries. Payments related to these liabilities are expected to be made over the next several years.

Currently, the Company does not possess sufficient information to reasonably estimate the amounts of additional liabilities, if any, on some sites until completion of future environmental studies. In addition, conditions that are currently unknown could, at any given location, result in additional exposure, the amount and materiality of which cannot presently be reasonably estimated. Based upon information currently available, however, the Company believes its environmental reserves accurately reflect the cost of remedial actions currently required.

Other
Other reserves of $64 million as of the end of second quarter 2014 include liabilities for various claims, such as longshoremen disability claims, and claims for property, automobile and general liability.

NOTE 5.    Commitments and Contingencies

Insurance
The Company maintains numerous insurance programs with substantial limits for property damage (which includes business interruption) and third-party liability.  A certain amount of risk is retained by the Company on each of the property and liability programs.  The Company has a $25 million retention per occurrence for the non-catastrophic property program (such as a derailment) and a $50 million retention per occurrence for the liability and catastrophic property programs (such as hurricanes and floods). While the Company believes its current insurance coverage is adequate, future claims could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates.


12

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5.    Commitments and Contingencies, continued

Legal
    The Company is involved in litigation incidental to its business and is a party to a number of legal actions and claims, various governmental proceedings and private civil lawsuits, including, but not limited to, those related to fuel surcharge practices, environmental and hazardous material exposure matters, FELA claims by employees, other personal injury or property claims and disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for compensatory as well as punitive damages and others are, or are purported to be, class actions. While the final outcome of these matters cannot be reasonably determined, considering, among other things, the legal defenses available and liabilities that have been recorded along with applicable insurance, it is currently the opinion of CSX management that none of these pending items is likely to have a material adverse effect on the Company's financial condition, results of operations or liquidity. An unexpected adverse resolution of one or more of these items, however, could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.
The Company is able to estimate a range of possible loss for certain legal proceedings for which a loss is reasonably possible in excess of reserves established. The Company has estimated this range to be $3 million to $30 million in aggregate at June 27, 2014. This estimated aggregate range is based upon currently available information and is subject to significant judgment and a variety of assumptions. Accordingly, the Company's estimate will change from time to time, and actual losses may vary significantly from the current estimate.

Fuel Surcharge Antitrust Litigation
In May 2007, class action lawsuits were filed against CSXT and three other U.S.-based Class I railroads alleging that the defendants' fuel surcharge practices relating to contract and unregulated traffic resulted from an illegal conspiracy in violation of antitrust laws. In November 2007, the class action lawsuits were consolidated in federal court in the District of Columbia, where they are now pending. The suit seeks treble damages allegedly sustained by purported class members as well as attorneys' fees and other relief. Plaintiffs are expected to allege damages at least equal to the fuel surcharges at issue.

In June 2012, the District Court certified the case as a class action. The decision was not a ruling on the merits of plaintiffs' claims, but rather a decision to allow the plaintiffs to seek to prove the case as a class. The defendant railroads petitioned the U.S. Court of Appeals for the D.C. Circuit for permission to appeal the District Court's class certification decision. In August 2013, the D.C. Circuit issued a decision vacating the class certification decision and remanded the case to the District Court to reconsider its class certification decision. In October 2013, the District Court held a case management conference to determine the scope and schedule of the remand proceedings.  The District Court has deferred proceedings on the merits of the case pending the outcome of the class certification remand proceedings.

CSXT believes that its fuel surcharge practices were arrived at and applied lawfully and that the case is without merit. Accordingly, the Company intends to defend itself vigorously. However, penalties for violating antitrust laws can be severe, and an unexpected adverse decision on the merits could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period or for the full year.


13

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5.    Commitments and Contingencies, continued

Environmental
CSXT has certain indemnification requirements with respect to Pharmacia LLC (formerly known as Monsanto Company) for certain liabilities associated with real estate formerly owned by Pharmacia that is now owned by CSXT in Kearny, New Jersey (the “Property”).  The indemnification and defense duties arise with respect to several matters.  The State of New Jersey filed suit in 2005 against Occidental Chemical Corporation, Tierra Solutions Inc., Maxus Energy Corporation and five other companies seeking cleanup and removal costs and other damages associated with the presence of dioxin and other hazardous substances in the sediment of the Newark Bay Complex. This includes a 17-mile stretch of the Passaic River near the Property. In 2009, Pharmacia, along with hundreds of other companies, was served with a third-party complaint by Tierra Solutions Inc. and Maxus Energy Corporation seeking contribution toward the costs and damages claimed by the state of New Jersey or incurred by Tierra and Maxus related to the Newark Bay Complex.  CSXT has been participating in the defense of this matter with and on behalf of Pharmacia.  

In 2013, Pharmacia, along with most of the other third-party defendants, entered into a settlement agreement with the state of New Jersey for an amount that is not material to CSXT.  The settlement, approved by the Superior Court of New Jersey in December 2013, resolves certain claims or potential claims by the state of New Jersey for costs and damages arising from discharges to the Newark Bay Complex.  CSXT, on behalf of Pharmacia, is also conducting a Remedial Investigation and Feasibility Study of the 17-mile Lower Passaic River Study Area with approximately 70 other parties pursuant to an Administrative Order on Consent with the U.S. Environmental Protection Agency ("EPA"). On April 11, 2014, the EPA announced its proposed plan to remediate the lower eight miles of the Lower Passaic River. The proposed plan, based on a Focused Feasibility Study, informs the public of EPA’s preferred remedial alternative and solicits public comment. After review of comments, EPA is expected to issue its final cleanup plan next year. Based on currently available information, the Company does not believe any remediation costs potentially allocable to CSXT would be material to the Company's financial condition, results of operations or liquidity.

NOTE 6.    Employee Benefit Plans

The Company sponsors defined benefit pension plans principally for salaried, management personnel.  For employees hired prior to January 1, 2003, the plans provide eligible employees with retirement benefits based predominantly on years of service and compensation rates near retirement.  For employees hired in 2003 or thereafter, benefits are determined based on a cash balance formula, which provides benefits by utilizing interest and pay credits based upon age, service and compensation. 

In addition to these plans, the Company sponsors a post-retirement medical plan and a life insurance plan that provide benefits to full-time, salaried, management employees, hired prior to January 1, 2003, upon their retirement if certain eligibility requirements are met.  Medicare-eligible retirees are covered by a health reimbursement arrangement, which is an employer-funded account that can be used for reimbursement of eligible medical expenses. Non-Medicare eligible retirees are covered by a self-insured program partially funded by participating retirees.  The life insurance plan is non-contributory.


14

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6.    Employee Benefit Plans, continued

The Company engages independent actuaries to compute the amounts of liabilities and expenses relating to these plans subject to the assumptions that the Company selects.  These amounts are reviewed by management.  The following table describes the components of expense / (income) related to net benefit expense:
 
Pension Benefits
(Dollars in millions)
Second Quarters
 
Six Months
 
2014
2013
 
2014
2013
Service Cost
$
11

$
13

 
$
22

$
25

Interest Cost
31

27

 
62

54

Expected Return on Plan Assets
(42
)
(41
)
 
(83
)
(81
)
Amortization of Net Loss
14

25

 
28

50

Total Expense
$
14

$
24

 
$
29

$
48

 
 
 
 
 
 
 
 
 
 
 
 
 
Other Post-retirement Benefits
(Dollars in millions)
Second Quarters
 
Six Months
 
2014
2013
 
2014
2013
Service Cost
$

$
1

 
$
1

$
2

Interest Cost
4

3

 
7

6

Amortization of Net Loss
2

4

 
3

7

Amortization of Prior Service Costs
(1
)
(1
)
 
(1
)
(1
)
Total Expense
$
5

$
7

 
$
10

$
14


Qualified pension plan obligations are funded in accordance with regulatory requirements and with an objective of meeting minimum funding requirements necessary to avoid restrictions on flexibility of plan operation and benefit payments.  No significant contributions to the Company's qualified pension plans are expected in 2014.

NOTE 7.    Debt and Credit Agreements

Total activity related to long-term debt as of the end of second quarter 2014 is shown in the table below. For fair value information related to the Company's long-term debt, see Note 9, Fair Value Measurements.
(Dollars in millions)
Current Portion
Long-term Portion
Total
Long-term debt as of December 2013
$
533

$
9,022

$
9,555

2014 activity:
 
 
 
Long-term debt repaid
(244
)

(244
)
Reclassifications
610

(610
)

Discount, premium and other activity

(2
)
(2
)
Long-term debt as of second quarter 2014
$
899

$
8,410

$
9,309



15

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.    Debt and Credit Agreements, continued

Credit Facility
CSX has a $1 billion unsecured, revolving credit facility backed by a diverse syndicate of banks. This facility expires in September 2016. As of the date of this filing, the Company has no outstanding balances under this facility. The facility allows borrowings at floating (LIBOR-based) interest rates, plus a spread, depending upon CSX's senior unsecured debt ratings. LIBOR is the London Interbank Offered Rate which is a daily reference rate based on the interest rates at which banks offer to lend unsecured funds. As of second quarter 2014, CSX was in compliance with all covenant requirements under this facility.

Receivables Securitization Facility
The Company's $250 million receivables securitization facility has a three-year term expiring in June 2017. The purpose of this facility is to provide an alternative to commercial paper and a low cost source of short-term liquidity. As of the date of this filing, the Company has no outstanding balances under this facility.

NOTE 8.    Income Taxes

During last year's second quarter, the Company recorded an income tax benefit of $17 million, or $0.02 per share, as a result of a deferred tax adjustment, the resolution of certain tax matters and a change in state tax legislation. There were no material changes to the balance of unrecognized tax benefits on the consolidated balance sheet during second quarter 2014 and 2013.

NOTE 9.    Fair Value Measurements

The Financial Instruments Topic in the ASC requires disclosures about fair value of financial instruments in annual reports as well as in quarterly reports. For CSX, this statement applies to certain investments and long-term debt. Disclosure of the fair value of pension plan assets is only required annually. Also, this rule clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

Various inputs are considered when determining the value of the Company's investments, pension plan assets and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

Level 1 - observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets

Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments)
 
The valuation methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

16

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.    Fair Value Measurements, continued

Investments
The Company's investment assets, valued with assistance from a third-party trustee, consist of certificates of deposits, commercial paper, corporate bonds, government securities and auction rate securities and are carried at fair value on the consolidated balance sheet per the Fair Value Measurements and Disclosures Topic in the ASC. There are several valuation methodologies used for those assets as described below.

Certificates of Deposit and Commercial Paper (Level 2): Valued by discounting the related cash flows based on current yields of similar instruments with comparable durations.
Corporate Bonds and Government Securities (Level 2): Valued using price evaluations reflecting the bid and/or ask sides of the market for a similar investment as of the last day of the period.
Auction Rate Securities (Level 3): Valued using a discounted cash flow model, because there is currently no active market for trading.
    
The Company's investment assets are carried at fair value on the consolidated balance sheets as summarized in the table below. Additionally, the amortized cost basis of these investments was $393 million and $668 million as of June 27, 2014 and December 27, 2013, respectively.
 
June 27,
2014
 
December 27,
2013
(Dollars in Millions)
Level 1
Level 2
Level 3
Total
 
Level 1
Level 2
Level 3
Total
Certificates of Deposit and Commercial Paper
$

$
195

$

$
195

 
$

$
472

$

$
472

Corporate Bonds

135


135

 

132


132

Government Securities

49


49

 

49


49

Auction Rate Securities


15

15

 


15

15

Total investments at fair value
$

$
379

$
15

$
394

 
$

$
653

$
15

$
668


These investments have the following maturities:
(Dollars in millions)
June 27,
2014
 
December 27,
2013
Less than 1 year
$
216

 
$
487

1 - 2 years
74

 
58

2 - 5 years
84

 
105

Greater than 5 years
20

 
18

Total
$
394

 
$
668



17

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.    Fair Value Measurements, continued

Long-term Debt
Long-term debt is reported at carrying amount on the consolidated balance sheets and is the Company's only financial instrument with fair values significantly different from their carrying amounts. The majority of the Company's long-term debt is valued with assistance from an independent third party adviser that utilizes closing transactions, market quotes or market values of comparable debt. For those instruments not valued by the independent adviser, the fair value has been estimated by applying market rates of similar instruments to the scheduled contractual debt payments and maturities. These market rates are provided by the same independent adviser. All of the inputs used to determine the fair value of the Company's long-term debt are Level 2 inputs.

The fair value of outstanding debt fluctuates with changes in a number of factors. Such factors include, but are not limited to, interest rates, market conditions, values of similar financial instruments, size of the transaction, cash flow projections and comparable trades. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued. The fair value of a company's debt is a measure of its current value under present market conditions. It does not impact the financial statements under current accounting rules.

The fair value and carrying value of the Company's long-term debt is as follows:
(Dollars in millions)
June 27,
2014
 
December 27, 2013
Long-term Debt (Including Current Maturities):
 
 
 
Fair Value
$
10,563

 
$
10,354

Carrying Value
9,309

 
9,555


NOTE 10.     Other Comprehensive Income

CSX reports comprehensive earnings or loss in accordance with the Comprehensive Income Topic in the ASC in the Consolidated Comprehensive Income Statement. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders (e.g. issuance of equity securities and dividends). Generally, for CSX, total comprehensive earnings equals net earnings plus or minus adjustments for pension and other post-retirement liabilities. Total comprehensive earnings represent the activity for a period net of tax and were $544 million and $538 million for second quarters 2014 and 2013, respectively, and $958 million and $1,017 million for six months 2014 and 2013, respectively.

While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. For CSX, AOCI is primarily the cumulative balance related to pension and other post-retirement benefit adjustments and CSX's share of AOCI of equity method investees.


18

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 10.     Other Comprehensive Income, continued

Changes in the AOCI balance by component are shown in the table below. Amounts reclassified in pension and other post-employment benefits to net earnings relate to the amortization of actuarial losses and are included in labor and fringe on the consolidated income statements. See Note 6. Employee Benefit Plans for further information. Other primarily represents CSX's share of AOCI of equity method investees. Amounts reclassified in other to net earnings are included in materials, supplies and other on the consolidated income statements.
 
Pension and Other Post-Employment Benefits
Other
Accumulated Other Comprehensive Income (Loss)
(Dollars in millions)
 
 
 
Balance December 27, 2013, Net of Tax
$
(462
)
$
(61
)
$
(523
)
Other Comprehensive Income
 
 
 
Amounts Reclassified to Net Earnings
31

13

44

Tax Expense
(12
)
(1
)
(13
)
Total Other Comprehensive Income
19

12

31

Balance June 27, 2014, Net of Tax
$
(443
)
$
(49
)
$
(492
)



NOTE 11.    Summarized Consolidating Financial Data

In 2007, CSXT, a wholly-owned subsidiary of CSX Corporation, sold secured equipment notes maturing in 2023, and in 2008, CSXT sold additional secured equipment notes maturing in 2014 in registered public offerings.  CSX has fully and unconditionally guaranteed the notes. In connection with the notes, the Company is providing the following condensed consolidating financial information in accordance with SEC disclosure requirements. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation and the allocation of certain expenses of CSX incurred for the benefit of its subsidiaries. Condensed consolidating financial information for the obligor, CSXT, and parent guarantor, CSX, is shown in the tables below.




















19

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



NOTE 11.    Summarized Consolidating Financial Data, continued
 Consolidating Income Statements
 (Dollars in millions)
Second Quarter 2014
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
3,223

$
21

$
3,244

 Expense
(105
)
2,360

(8
)
2,247

 Operating Income
105

863

29

997

 
 
 
 
 
 Equity in Earnings of Subsidiaries
545


(545
)

 Interest (Expense) / Benefit
(126
)
(14
)
5

(135
)
 Other Income / (Expense) - Net
(3
)
(10
)
1

(12
)
 
 
 
 
 
 Earnings Before Income Taxes
521

839

(510
)
850

 Income Tax Benefit / (Expense)
8

(318
)
(11
)
(321
)
 Net Earnings
$
529

$
521

$
(521
)
$
529

 
 
 
 
 
Total Comprehensive Earnings
$
544

$
522

$
(522
)
$
544

 
 
 
 
 
Second Quarter 2013
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
3,027

$
19

$
3,046

 Expense
(92
)
2,213

(15
)
2,106

 Operating Income
92

814

34

940

 
 
 
 
 
 Equity in Earnings of Subsidiaries
536


(536
)

 Interest (Expense) / Benefit
(128
)
(15
)
3

(140
)
 Other Income / (Expense) - Net
(2
)
(3
)
14

9

 
 
 
 
 
 Earnings Before Income Taxes
498

796

(485
)
809

 Income Tax (Expense) / Benefit
23

(294
)
(17
)
(288
)
 Net Earnings
$
521

$
502

$
(502
)
$
521

 
 
 
 
 
Total Comprehensive Earnings
$
538

$
504

$
(504
)
$
538



20

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued

 Consolidating Income Statements
 (Dollars in millions)
Six Months Ended June 27, 2014
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
6,215

$
41

$
6,256

 Expense
(208
)
4,753

(25
)
4,520

 Operating Income
208

1,462

66

1,736

 
 
 
 
 
 Equity in Earnings of Subsidiaries
961


(961
)

 Interest (Expense) / Benefit
(256
)
(28
)
9

(275
)
 Other Income / (Expense) - Net
(5
)
(4
)
4

(5
)
 
 
 
 
 
 Earnings Before Income Taxes
908

1,430

(882
)
1,456

 Income Tax (Expense) / Benefit
19

(522
)
(26
)
(529
)
 Net Earnings
$
927

$
908

$
(908
)
$
927

 
 
 
 
 
Total Comprehensive Earnings
$
958

$
915

$
(915
)
$
958

 
 
 
 
 
Six Months Ended June 28, 2013
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
5,973

$
36

$
6,009

 Expense
(185
)
4,430

(56
)
4,189

 Operating Income
185

1,543

92

1,820

 
 
 
 
 
 Equity in Earnings of Subsidiaries
1,025

(1
)
(1,024
)

 Interest (Expense) / Benefit
(262
)
(32
)
7

(287
)
 Other Income / (Expense) - Net
(3
)
(1
)
10

6

 
 
 
 
 
 Earnings Before Income Taxes
945

1,509

(915
)
1,539

 Income Tax (Expense) / Benefit
38

(558
)
(36
)
(556
)
 Net Earnings
$
983

$
951

$
(951
)
$
983

 
 
 
 
 
Total Comprehensive Earnings
$
1,017

$
953

$
(953
)
$
1,017

 
 
 
 
 











21

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued
 Consolidating Balance Sheet
 (Dollars in millions)
As of June 2014
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 
 
 
 
 
ASSETS
 Current Assets
 
 
 
 
 Cash and Cash Equivalents
$
407

$
103

$
63

$
573

 Short-term Investments
195


21

216

 Accounts Receivable - Net
5

168

889

1,062

 Receivable from Affiliates
1,160

2,633

(3,793
)

 Materials and Supplies

275


275

 Deferred Income Taxes
(8
)
132

(1
)
123

 Other Current Assets
24

88

11

123

   Total Current Assets
1,783

3,399

(2,810
)
2,372

 
 
 
 
 
 Properties
1

35,724

2,285

38,010

 Accumulated Depreciation
(1
)
(9,148
)
(1,176
)
(10,325
)
 Properties - Net

26,576

1,109

27,685

 
 
 
 
 
 Investments in Conrail


768

768

 Affiliates and Other Companies
(39
)
629

(27
)
563

 Investments in Consolidated Subsidiaries
20,914


(20,914
)

 Other Long-term Assets
214

389

(16
)
587

   Total Assets
$
22,872

$
30,993

$
(21,890
)
$
31,975

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 Current Liabilities
 
 
 
 
 Accounts Payable
$
102

$
769

$
29

$
900

 Labor and Fringe Benefits Payable
34

417

39

490

 Payable to Affiliates
3,317

443

(3,760
)

 Casualty, Environmental and Other Reserves

136

15

151

 Current Maturities of Long-term Debt
600

299


899

 Income and Other Taxes Payable
(178
)
400

7

229

 Other Current Liabilities

118

10

128

   Total Current Liabilities
3,875

2,582

(3,660
)
2,797

 
 
 
 
 
 Casualty, Environmental and Other Reserves

222

67

289

 Long-term Debt
7,709

701


8,410

 Deferred Income Taxes
(66
)
8,603

191

8,728

 Other Long-term Liabilities
472

500

(125
)
847

   Total Liabilities
$
11,990

$
12,608

$
(3,527
)
$
21,071

 
 
 
 
 
 Shareholders' Equity
 
 
 
 
 Common Stock, $1 Par Value
$
1,000

$
181

$
(181
)
$
1,000

 Other Capital
70

5,077

(5,077
)
70

 Retained Earnings
10,304

13,137

(13,137
)
10,304

 Accumulated Other Comprehensive Loss
(492
)
(36
)
36

(492
)
 Noncontrolling Interest

26

(4
)
22

 Total Shareholders' Equity
$
10,882

$
18,385

$
(18,363
)
$
10,904

 Total Liabilities and Shareholders' Equity
$
22,872

$
30,993

$
(21,890
)
$
31,975


22

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued
Consolidating Balance Sheet
(Dollars in millions)
As of December 2013
 CSX Corporation
 CSX Transportation
Eliminations and Other
 Consolidated
ASSETS
 Current Assets
 
 
 
 
 Cash and Cash Equivalents
$
439

$
91

$
62

$
592

 Short-term Investments
472


15

487

 Accounts Receivable - Net
3

240

809

1,052

 Receivable from Affiliates
1,141

2,635

(3,776
)

 Materials and Supplies

252


252

 Deferred Income Taxes
(5
)
161

(1
)
155

 Other Current Assets
1

57

6

64

   Total Current Assets
2,051

3,436

(2,885
)
2,602

 
 
 
 
 
 Properties
1

34,987

2,196

37,184

 Accumulated Depreciation
(1
)
(8,778
)
(1,114
)
(9,893
)
 Properties - Net

26,209

1,082

27,291

 
 
 
 
 
 Investments in Conrail


752

752

 Affiliates and Other Companies
(39
)
612

(27
)
546

 Investment in Consolidated Subsidiaries
20,226


(20,226
)

 Other Long-term Assets
217

388

(14
)
591

   Total Assets
$
22,455

$
30,645

$
(21,318
)
$
31,782

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 Current Liabilities
 
 
 
 
 Accounts Payable
$
110

$
809

$
38

$
957

 Labor and Fringe Benefits Payable
38

491

58

587

 Payable to Affiliates
3,298

535

(3,833
)

 Casualty, Environmental and Other Reserves

136

15

151

 Current Maturities of Long-term Debt
200

333


533

 Income and Other Taxes Payable
(397
)
479

9

91

 Other Current Liabilities

103

2

105

   Total Current Liabilities
3,249

2,886

(3,711
)
2,424

 
 
 
 
 
 Casualty, Environmental and Other Reserves

231

69

300

 Long-term Debt
8,308

714


9,022

 Deferred Income Taxes
(64
)
8,548

178

8,662

 Other Long-term Liabilities
479

512

(121
)
870

   Total Liabilities
$
11,972

$
12,891

$
(3,585
)
$
21,278

 
 
 
 
 
 Shareholders' Equity
 
 
 
 
 Common Stock, $1 Par Value
$
1,009

$
181

$
(181
)
$
1,009

 Other Capital
61

5,077

(5,077
)
61

 Retained Earnings
9,936

12,514

(12,514
)
9,936

 Accumulated Other Comprehensive Loss
(523
)
(43
)
43

(523
)
 Noncontrolling Minority Interest

25

(4
)
21

   Total Shareholders' Equity
$
10,483

$
17,754

$
(17,733
)
$
10,504

   Total Liabilities and Shareholders' Equity
$
22,455

$
30,645

$
(21,318
)
$
31,782


23

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued
Consolidating Cash Flow Statements
(Dollars in millions)
Six months ended June 27, 2014
CSX
Corporation
CSX
Transportation
Eliminations and Other
Consolidated
Operating Activities
 
 
 
 
Net Cash Provided by (Used in) Operating Activities
$
453

$
1,276

$
(284
)
$
1,445

Investing Activities
 

 
 
Property Additions

(867
)
(89
)
(956
)
Purchases of Short-term Investments
(360
)


(360
)
Proceeds from Sales of Short-term Investments
637


9

646

Other Investing Activities

(58
)
78

20

Net Cash Provided by (Used in) Investing Activities
277

(925
)
(2
)
(650
)
Financing Activities
 
 
 
 
Long-term Debt Repaid
(200
)
(44
)

(244
)
Dividends Paid
(311
)
(285
)
285

(311
)
Shares Repurchased
(257
)


(257
)
Other Financing Activities
6

(10
)
2

(2
)
Net Cash Provided by (Used in) Financing Activities
(762
)
(339
)
287

(814
)
Net Increase (Decrease) in Cash and Cash Equivalents
(32
)
12

1

(19
)
Cash and Cash Equivalents at Beginning of Period
439

91

62

592

Cash and Cash Equivalents at End of Period
$
407

$
103

$
63

$
573




24

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued
Consolidating Cash Flow Statements
(Dollars in millions)
Six months ended June 28, 2013
 CSX
Corporation
CSX
Transportation
Eliminations and Other
Consolidated
Operating Activities
 
 
 
 
Net Cash Provided by (Used in) Operating Activities
$
582

$
1,319

$
(322
)
$
1,579

Investing Activities
 
 
 
 
Property Additions

(988
)
(97
)
(1,085
)
Purchases of Short-term Investments
(685
)

(5
)
(690
)
Proceeds from Sales of Short-term Investments
840


64

904

Other Investing Activities
(2
)
(35
)
(13
)
(50
)
Net Cash Provided by (Used in) Investing Activities
153

(1,023
)
(51
)
(921
)
Financing Activities
 
 
 
 
Long-term Debt Repaid
(400
)
(55
)

(455
)
Dividends Paid
(296
)
(365
)
365

(296
)
Stock Options Exercised
9



9

Shares Repurchased
(95
)


(95
)
Other Financing Activities
7

4

(2
)
9

Net Cash Provided by (Used in) Financing Activities
(775
)
(416
)
363

(828
)
Net Increase (Decrease) in Cash and Cash Equivalents
(40
)
(120
)
(10
)
(170
)
Cash and Cash Equivalents at Beginning of Period
481

235

68

784

Cash and Cash Equivalents at End of Period
$
441

$
115

$
58

$
614



25


CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SECOND QUARTER 2014 HIGHLIGHTS

Revenue of $3.2 billion grew $198 million or 7% year over year driven by overall volume growth.

Expenses of $2.2 billion increased $141 million or 7% year over year primarily due to higher volume, increase in costs related to network performance and inflation.

Operating income of $997 million rose $57 million or 6%.

Operating ratio of 69.3% remained relatively flat compared to the prior year.

 
Second Quarters
 
Six Months
 
2014
2013
Change
% Change
 
2014
2013
Change
% Change
Volume (in thousands)
1,781

1,656

125

8%
 
3,401

3,234

167

5%
 
 
 
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Revenue
$
3,244

$
3,046

$
198

7%
 
$
6,256

$
6,009

$
247

4%
Expense
2,247

2,106

(141
)
(7)%
 
4,520

4,189

(331
)
(8)%
Operating Income
$
997

$
940

$
57

6%
 
$
1,736

$
1,820

$
(84
)
(5)%
 
 
 
 
 
 
 
 
 
 
Operating Ratio
69.3
%
69.1
%
(20
)
 bps
 
72.3
%
69.7
%
(260
)
 bps
 
 
 
 
 
 
 
 
 
 
Earnings Per Diluted Share
$
0.53

$
0.51

$
0.02

4%
 
$
0.92

$
0.96

$
(0.04
)
(4)%

For additional information, refer to Results of Operations discussed on pages 27 through 30.















    






26

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
Volume and Revenue (Unaudited)
Volume (Thousands of units); Revenue (Dollars in millions); Revenue Per Unit (Dollars)
Second Quarters (a)
 
Volume
 
Revenue
 
Revenue Per Unit
 
2014
2013
% Change
 
2014
2013
% Change
 
2014
2013
% Change
Agricultural
 
 
 
 
 
 
 
 
 
 
 
Agricultural Products
105

95

11
 %
 
$
285

$
248

15
 %
 
$
2,714

$
2,611

4
 %
Phosphates and Fertilizers
86

86


 
143

135

6

 
1,663

1,570

6

Food and Consumer
25

25


 
70

69

1

 
2,800

2,760

1

Industrial
 
 
 
 
 
 
 
 
 
 
 
Chemicals
157

133

18

 
556

476

17

 
3,541

3,579

(1
)
Automotive
114

113

1

 
321

318

1

 
2,816

2,814


Metals
74

66

12

 
184

163

13

 
2,486

2,470

1

Housing and Construction
 
 
 
 
 
 
 
 
 
 
 
Forest Products
79

74

7

 
210

195

8

 
2,658

2,635

1

Minerals
80

75

7

 
123

115

7

 
1,538

1,533


Waste and Equipment
40

35

14

 
79

63

25

 
1,975

1,800

10

Total Merchandise
760

702

8

 
1,971

1,782

11

 
2,593

2,538

2

 
 
 
 
 
 
 
 
 
 
 
 
Coal
330

310

6

 
744

770

(3
)
 
2,255

2,484

(9
)
 
 
 
 
 
 
 
 
 
 
 
 
Intermodal
691

644

7

 
449

425

6

 
650

660

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
Other



 
80

69

16

 



 
 
 
 
 
 
 
 
 
 
 
 
Total
1,781

1,656

8
 %
 
$
3,244

$
3,046

7
 %
 
$
1,821

$
1,839

(1
)%
 
 
 
 
 
 
 
 
 
 
 
 
Six Months(a)
 
Volume
 
Revenue
 
Revenue Per Unit
 
2014
2013
% Change
 
2014
2013
% Change
 
2014
2013
% Change
Agricultural
 
 
 
 
 
 
 
 
 
 
 
Agricultural Products
211

190

11
 %
 
$
569

$
489

16
 %
 
$
2,697

$
2,574

5
 %
Phosphates and Fertilizers
169

170

(1
)
 
277

279

(1
)
 
1,639

1,641


Food and Consumer
48

49

(2
)
 
135

137

(1
)
 
2,813

2,796

1

Industrial