10-Q 1 csx0926201410-q.htm 10-Q CSX 09.26.2014 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 September 26, 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 995,397,303 shares of common stock outstanding on September 26, 2014 (the latest practicable date that is closest to the filing date).

1



CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 2014
INDEX

 
 
 
Page
PART I.
FINANCIAL INFORMATION
 
 
Item 1.
 
 
 
 
 
 
Quarters and Nine Months Ended September 26, 2014 and September 27, 2013
 
 
 
 
 
 
Quarters and Nine Months Ended September 26, 2014 and September 27, 2013
 
 
 
 
 
 
At September 26, 2014 (Unaudited) and December 27, 2013
 
 
 
 
 
 
Nine Months Ended September 26, 2014 and September 27, 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)
 
Third Quarters
 
Nine Months
 
2014
2013
 
2014
2013
 
 
 
 
 
 
Revenue
$
3,221

$
2,985

 
$
9,477

$
8,994

Expense
 
 
 
 
 
Labor and Fringe
845

791

 
2,468

2,335

Materials, Supplies and Other
610

576

 
1,860

1,643

Fuel
393

407

 
1,255

1,248

Depreciation
291

277

 
861

823

Equipment and Other Rents
106

94

 
321

285

Total Expense
2,245

2,145

 
6,765

6,334

 
 
 
 
 
 
Operating Income
976

840

 
2,712

2,660

 
 
 
 
 
 
Interest Expense
(137
)
(136
)
 
(412
)
(423
)
Other (Expense) Income - Net
(26
)
5

 
(31
)
11

Earnings Before Income Taxes
813

709

 
2,269

2,248

 
 
 
 
 
 
Income Tax Expense
(304
)
(254
)
 
(833
)
(810
)
Net Earnings
$
509

$
455

 
$
1,436

$
1,438

 
 
 
 
 
 
Per Common Share (Note 2)
 
 
 
 
 
Net Earnings Per Share, Basic
$
0.51

$
0.45

 
$
1.43

$
1.41

Net Earnings Per Share, Assuming Dilution
$
0.51

$
0.45

 
$
1.43

$
1.41

 
 
 
 
 
 
 
 
 
 
 
 
Average Shares Outstanding (In millions)
999

1,017

 
1,003

1,021

Average Shares Outstanding, Assuming Dilution (In millions)
999

1,018

 
1,004

1,021

 
 
 
 
 
 
 
 
 
 
 
 
Cash Dividends Paid Per Common Share
$
0.16

$
0.15

 
$
0.47

$
0.44



CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)  
(Dollars in millions, except per share amounts)
 
Third Quarters
 
Nine Months
 
2014
2013
 
2014
2013
Total Comprehensive Earnings (Note 10)
$
518

$
471

 
$
1,476

$
1,488


See accompanying notes to consolidated financial statements.

3

CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
 
(Unaudited)
 
 
September 26,
2014
December 27,
2013
ASSETS
Current Assets:
 
 
Cash and Cash Equivalents
$
479

$
592

Short-term Investments
575

487

Accounts Receivable - Net (Note 1)
1,123

1,052

Materials and Supplies
276

252

Deferred Income Taxes
128

155

Other Current Assets
95

64

  Total Current Assets
2,676

2,602

 
 
 
Properties
38,533

37,184

Accumulated Depreciation
(10,539
)
(9,893
)
  Properties - Net
27,994

27,291

 
 
 
Investment in Conrail
775

752

Affiliates and Other Companies
570

546

Other Long-term Assets
608

591

  Total Assets
$
32,623

$
31,782

 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 
 
Accounts Payable
$
986

$
957

Labor and Fringe Benefits Payable
507

587

Casualty, Environmental and Other Reserves (Note 4)
151

151

Current Maturities of Long-term Debt (Note 7)
230

533

Income and Other Taxes Payable
249

91

Other Current Liabilities
108

105

  Total Current Liabilities
2,231

2,424

 
 
 
Casualty, Environmental and Other Reserves (Note 4)
281

300

Long-term Debt (Note 7)
9,387

9,022

Deferred Income Taxes
8,742

8,662

Other Long-term Liabilities
840

870

  Total Liabilities
21,481

21,278

 
 
 
Shareholders' Equity:
 
 
Common Stock $1 Par Value
995

1,009

Other Capital
80

61

Retained Earnings
10,527

9,936

Accumulated Other Comprehensive Loss (Note 10)
(483
)
(523
)
Noncontrolling Interest
23

21

Total Shareholders' Equity
11,142

10,504

Total Liabilities and Shareholders' Equity
$
32,623

$
31,782


See accompanying notes to consolidated financial statements.

4

CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)
(Dollars in millions)
 
Nine Months
 
2014
2013
 
 
 
OPERATING ACTIVITIES
 
 
Net Earnings
$
1,436

$
1,438

Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
 
 
Depreciation
861

823

Deferred Income Taxes
90

229

Gain on Property Dispositions
(5
)
(68
)
Other Operating Activities
(19
)
(53
)
Changes in Operating Assets and Liabilities:
 
 
Accounts Receivable
(116
)
(53
)
Other Current Assets
(47
)
(6
)
Accounts Payable
20

93

Income and Other Taxes Payable
142

54

Other Current Liabilities
(60
)
42

Net Cash Provided by Operating Activities
2,302

2,499

 
 
 
INVESTING ACTIVITIES
 
 
Property Additions
(1,557
)
(1,687
)
Purchase of Short-term Investments
(1,170
)
(809
)
Proceeds from Sales of Short-term Investments
1,102

1,307

Other Investing Activities
5

(54
)
Net Cash Used in Investing Activities
(1,620
)
(1,243
)
 
 
 
FINANCING ACTIVITIES
 
 
Long-term Debt Issued (Note 7)
1,000


Long-term Debt Repaid (Note 7)
(932
)
(779
)
Dividends Paid
(470
)
(448
)
Stock Options Exercised (Note 3)

9

Shares Repurchased
(388
)
(224
)
Other Financing Activities
(5
)
(7
)
Net Cash Used in Financing Activities
(795
)
(1,449
)
 
 
 
Net Decrease in Cash and Cash Equivalents
(113
)
(193
)
 
 
 
CASH AND CASH EQUIVALENTS
 
 
Cash and Cash Equivalents at Beginning of Period
592

784

Cash and Cash Equivalents at End of Period
$
479

$
591

 
 
 

See accompanying notes to consolidated financial statements.




5

CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS



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 nine months ended September 26, 2014 and September 27, 2013;
Consolidated comprehensive income statements for the quarters and nine months ended September 26, 2014 and September 27, 2013;
Consolidated balance sheets at September 26, 2014 and December 27, 2013; and
Consolidated cash flow statements for the nine months ended September 26, 2014 and September 27, 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 third fiscal quarters of 2014 and 2013 consisted of 13 weeks ending on September 26, 2014 and September 27, 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 “third quarter(s)” or “nine months” indicate CSX's fiscal periods ending September 26, 2014 and September 27, 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 $40 million and $33 million is included in the consolidated balance sheets as of the end of third 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 obligation. 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 third quarter, CSX repurchased four million shares for $131 million and five million shares for $129 million of common stock under this program for 2014, and 2013 respectively. During the nine months, CSX repurchased 13 million shares for $388 million and nine million shares for $224 million for 2014 and 2013, respectively. 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:
 
Third Quarters
 
Nine Months
 
2014
2013
 
2014
2013
Numerator (Dollars in millions):
 
 
 
 
 
Net Earnings
$
509

$
455

 
$
1,436

$
1,438

Dividend Equivalents on Restricted Stock


 
(1
)

Net Earnings, Attributable to Common Shareholders
$
509

$
455

 
$
1,435

$
1,438

 
 
 
 
 
 
Denominator (Units in millions):
 
 
 
 
 
Average Common Shares Outstanding
999

1,017

 
1,003

1,021

Other Potentially Dilutive Common Shares

1

 
1


Average Common Shares Outstanding,
Assuming Dilution
999

1,018

 
1,004

1,021

 
 
 
 
 
 
Net Earnings Per Share, Basic
$
0.51

$
0.45

 
$
1.43

$
1.41

Net Earnings Per Share, Assuming Dilution
$
0.51

$
0.45

 
$
1.43

$
1.41


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.

In May 2014, 1.1 million performance units were granted to certain employees under a new long-term incentive plan ("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 will be 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 groups.

Additionally, as part of the new LTIP, the Company granted approximately 370 thousand restricted stock units to certain employees in May 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 performance 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:
 
Third Quarters
 
Nine Months
(Dollars in millions)
2014
2013
 
2014
2013
 
 
 
 
 
 
Share-Based Compensation Expense
$
9

$
7

 
$
20

$
9

Income Tax Benefit
4

3

 
8

4

    















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:
 
September 26,
2014
 
December 27,
2013
(Dollars in millions)
Current
Long-term
Total
 
Current
Long-term
Total
 
 
 
 
 
 
 
 
Casualty:
 
 
 
 
 
 
 
Personal Injury
$
63

$
135

$
198

 
$
59

$
148

$
207

Occupational
3

15

18

 
3

20

23

Asbestos
10

37

47

 
10

40

50

     Total Casualty
76

187

263

 
72

208

280

Environmental
59

48

107

 
59

41

100

Other
16

46

62

 
20

51

71

     Total
$
151

$
281

$
432

 
$
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 $263 million as of the end of third 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 third 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 252 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 $62 million as of the end of third 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 $13 million in aggregate at September 26, 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 60 other parties pursuant to an Administrative Order on Consent with the U.S. Environmental Protection Agency ("EPA"). In April 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. EPA’s proposed plan solicited public comments, which were due by August 20, 2014. After review of comments, EPA is expected to issue its final cleanup plan next year. CSXT is also defending and indemnifying Pharmacia in a cooperative natural resource damages assessment process related to the Property. 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)
Third Quarters
 
Nine Months
 
2014
2013
 
2014
2013
Service Cost
$
11

$
12

 
$
33

$
37

Interest Cost
30

27

 
92

81

Expected Return on Plan Assets
(41
)
(41
)
 
(124
)
(122
)
Amortization of Net Loss
15

25

 
43

75

Total Expense
$
15

$
23

 
$
44

$
71

 
 
 
 
 
 
 
 
 
 
 
 
 
Other Post-retirement Benefits
(Dollars in millions)
Third Quarters
 
Nine Months
 
2014
2013
 
2014
2013
Service Cost
$
1

$
1

 
$
2

$
3

Interest Cost
4

3

 
11

9

Amortization of Net Loss
5

3

 
4

10

Amortization of Prior Service Costs
(4
)

 
(1
)
(1
)
Total Expense
$
6

$
7

 
$
16

$
21


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 third 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 issued

1,000

1,000

Long-term debt repaid
(932
)

(932
)
Reclassifications
629

(629
)

Discount, premium and other activity

(6
)
(6
)
Long-term debt as of third quarter 2014
$
230

$
9,387

$
9,617



15

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.    Debt and Credit Agreements, continued

Debt Issuance & Early Redemption of Long-term Debt
On July 21, 2014, CSX issued $550 million of 3.4% notes due 2024 and $450 million of 4.5% notes due 2054. These notes are included in the consolidated balance sheets under long-term debt and may be redeemed by the Company at any time. The net proceeds were used to redeem $263 million of CSXT's 8.375% secured equipment notes that otherwise matured on October 15, 2014 and $400 million of CSX Corporation’s 6.250% unsecured notes that otherwise matured April 1, 2015. Proceeds were also used for general corporate purposes, which may include repayment of additional indebtedness outstanding from time to time, repurchases of CSX’s common stock, capital investment, working capital requirements and other cost reduction initiatives. CSX recognized $16 million of other expense for the early redemption premium related to $663 million of note repayments. 
 
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 third 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 third quarter, the Company recorded an income tax benefit of $11 million, or $0.01 per share, as a result of a change in state tax legislation. There were no material changes to the balance of unrecognized tax benefits on the consolidated balance sheet during third 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.)

16

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.    Fair Value Measurements, continued
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.

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 $767 million and $668 million as of September 26, 2014 and December 27, 2013, respectively.
 
September 26,
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
$

$
565

$

$
565

 
$

$
472

$

$
472

Corporate Bonds

143


143

 

132


132

Government Securities

48


48

 

49


49

Auction Rate Securities


11

11

 


15

15

Total investments at fair value
$

$
756

$
11

$
767

 
$

$
653

$
15

$
668


    

17

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.    Fair Value Measurements, continued

These investments have the following maturities:
(Dollars in millions)
September 26,
2014
 
December 27,
2013
Less than 1 year
$
575

 
$
487

1 - 2 years
55

 
58

2 - 5 years
123

 
105

Greater than 5 years
14

 
18

Total
$
767

 
$
668


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)
September 26,
2014
 
December 27, 2013
Long-term Debt (Including Current Maturities):
 
 
 
Fair Value
$
10,715

 
$
10,354

Carrying Value
9,617

 
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 $518 million and $471 million for third quarters 2014 and 2013, respectively, and $1,476 million and $1,488 million for nine months 2014 and 2013, respectively.

    

18

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 10.     Other Comprehensive Income, continued

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.

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
46

12

58

Tax Expense
(17
)
(1
)
(18
)
Total Other Comprehensive Income
29

11

40

Balance September 26, 2014, Net of Tax
$
(433
)
$
(50
)
$
(483
)

NOTE 11.    Summarized Consolidating Financial Data

In 2007, CSXT, a wholly-owned subsidiary of CSX Corporation, sold secured equipment notes maturing in 2023 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)
Third Quarter 2014
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
3,202

$
19

$
3,221

 Expense
(113
)
2,368

(10
)
2,245

 Operating Income
113

834

29

976

 
 
 
 
 
 Equity in Earnings of Subsidiaries
527

1

(528
)

 Interest (Expense) / Benefit
(133
)
(11
)
7

(137
)
 Other Income / (Expense) - Net
(12
)
(9
)
(5
)
(26
)
 
 
 
 
 
 Earnings Before Income Taxes
495

815

(497
)
813

 Income Tax Benefit / (Expense)
14

(309
)
(9
)
(304
)
 Net Earnings
$
509

$
506

$
(506
)
$
509

 
 
 
 
 
Total Comprehensive Earnings
$
518

$
507

$
(507
)
$
518

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

$
2,965

$
20

$
2,985

 Expense
(98
)
2,247

(4
)
2,145

 Operating Income
98

718

24

840

 
 
 
 
 
 Equity in Earnings of Subsidiaries
483


(483
)

 Interest (Expense) / Benefit
(125
)
(15
)
4

(136
)
 Other Income / (Expense) - Net
(2
)
2

5

5

 
 
 
 
 
 Earnings Before Income Taxes
454

705

(450
)
709

 Income Tax (Expense) / Benefit
1

(254
)
(1
)
(254
)
 Net Earnings
$
455

$
451

$
(451
)
$
455

 
 
 
 
 
Total Comprehensive Earnings
$
471

$
453

$
(453
)
$
471



20

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued

 Consolidating Income Statements
 (Dollars in millions)
Nine Months Ended September 26, 2014
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
9,417

$
60

$
9,477

 Expense
(321
)
7,121

(35
)
6,765

 Operating Income
321

2,296

95

2,712

 
 
 
 
 
 Equity in Earnings of Subsidiaries
1,488

1

(1,489
)

 Interest (Expense) / Benefit
(389
)
(39
)
16

(412
)
 Other Income / (Expense) - Net
(17
)
(13
)
(1
)
(31
)
 
 
 
 
 
 Earnings Before Income Taxes
1,403

2,245

(1,379
)
2,269

 Income Tax (Expense) / Benefit
33

(831
)
(35
)
(833
)
 Net Earnings
$
1,436

$
1,414

$
(1,414
)
$
1,436

 
 
 
 
 
Total Comprehensive Earnings
$
1,476

$
1,422

$
(1,422
)
$
1,476

 
 
 
 
 
Nine Months Ended September 27, 2013
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 Revenue
$

$
8,938

$
56

$
8,994

 Expense
(283
)
6,677

(60
)
6,334

 Operating Income
283

2,261

116

2,660

 
 
 
 
 
 Equity in Earnings of Subsidiaries
1,508

(1
)
(1,507
)

 Interest (Expense) / Benefit
(387
)
(47
)
11

(423
)
 Other Income / (Expense) - Net
(5
)
1

15

11

 
 
 
 
 
 Earnings Before Income Taxes
1,399

2,214

(1,365
)
2,248

 Income Tax (Expense) / Benefit
39

(812
)
(37
)
(810
)
 Net Earnings
$
1,438

$
1,402

$
(1,402
)
$
1,438

 
 
 
 
 
Total Comprehensive Earnings
$
1,488

$
1,406

$
(1,406
)
$
1,488

 
 
 
 
 











21

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued
 Consolidating Balance Sheet
 (Dollars in millions)
As of September 2014
 CSX Corporation
 CSX Transportation
 Eliminations and Other
 Consolidated
 
 
 
 
 
ASSETS
 Current Assets
 
 
 
 
 Cash and Cash Equivalents
$
295

$
128

$
56

$
479

 Short-term Investments
565


10

575

 Accounts Receivable - Net
5

189

929

1,123

 Receivable from Affiliates
1,268

2,618

(3,886
)

 Materials and Supplies

276


276

 Deferred Income Taxes
(4
)
132


128

 Other Current Assets
17

65

13

95

   Total Current Assets
2,146

3,408

(2,878
)
2,676

 
 
 
 
 
 Properties
1

36,177

2,355

38,533

 Accumulated Depreciation
(1
)
(9,330
)
(1,208
)
(10,539
)
 Properties - Net

26,847

1,147

27,994

 
 
 
 
 
 Investments in Conrail


775

775

 Affiliates and Other Companies
(39
)
636

(27
)
570

 Investments in Consolidated Subsidiaries
21,299


(21,299
)

 Other Long-term Assets
216

389

3

608

   Total Assets
$
23,622

$
31,280

$
(22,279
)
$
32,623

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 Current Liabilities
 
 
 
 
 Accounts Payable
$
144

$
811

$
31

$
986

 Labor and Fringe Benefits Payable
35

427

45

507

 Payable to Affiliates
3,287

503

(3,790
)

 Casualty, Environmental and Other Reserves

136

15

151

 Current Maturities of Long-term Debt
200

30


230

 Income and Other Taxes Payable
(273
)
510

12

249

 Other Current Liabilities

103

5

108

   Total Current Liabilities
3,393

2,520

(3,682
)
2,231

 
 
 
 
 
 Casualty, Environmental and Other Reserves

216

65

281

 Long-term Debt
8,705

682


9,387

 Deferred Income Taxes
(62
)
8,615

189

8,742

 Other Long-term Liabilities
467

497

(124
)
840

   Total Liabilities
$
12,503

$
12,530

$
(3,552
)
$
21,481

 
 
 
 
 
 Shareholders' Equity
 
 
 
 
 Common Stock, $1 Par Value
$
995

$
181

$
(181
)
$
995

 Other Capital
80

5,077

(5,077
)
80

 Retained Earnings
10,527

13,500

(13,500
)
10,527

 Accumulated Other Comprehensive Loss
(483
)
(35
)
35

(483
)
 Noncontrolling Interest

27

(4
)
23

 Total Shareholders' Equity
$
11,119

$
18,750

$
(18,727
)
$
11,142

 Total Liabilities and Shareholders' Equity
$
23,622

$
31,280

$
(22,279
)
$
32,623


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)
Nine months ended September 26, 2014
CSX
Corporation
CSX
Transportation
Eliminations and Other
Consolidated
Operating Activities
 
 
 
 
Net Cash Provided by (Used in) Operating Activities
$
397

$
2,301

$
(396
)
$
2,302

Investing Activities
 

 
 
Property Additions

(1,398
)
(159
)
(1,557
)
Purchases of Short-term Investments
(1,170
)


(1,170
)
Proceeds from Sales of Short-term Investments
1,077


25

1,102

Other Investing Activities

(90
)
95

5

Net Cash Provided by (Used in) Investing Activities
(93
)
(1,488
)
(39
)
(1,620
)
Financing Activities
 
 
 
 
Long-term Debt Issued
1,000



1,000

Long-term Debt Repaid
(600
)
(332
)

(932
)
Dividends Paid
(470
)
(428
)
428

(470
)
Shares Repurchased
(388
)


(388
)
Other Financing Activities
10

(16
)
1

(5
)
Net Cash Provided by (Used in) Financing Activities
(448
)
(776
)
429

(795
)
Net Increase (Decrease) in Cash and Cash Equivalents
(144
)
37

(6
)
(113
)
Cash and Cash Equivalents at Beginning of Period
439

91

62

592

Cash and Cash Equivalents at End of Period
$
295

$
128

$
56

$
479




24

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Summarized Consolidating Financial Data, continued
Consolidating Cash Flow Statements
(Dollars in millions)
Nine months ended September 27, 2013
 CSX
Corporation
CSX
Transportation
Eliminations and Other
Consolidated
Operating Activities
 
 
 
 
Net Cash Provided by (Used in) Operating Activities
$
871

$
2,106

$
(478
)
$
2,499

Investing Activities
 
 
 
 
Property Additions

(1,522
)
(165
)
(1,687
)
Purchases of Short-term Investments
(805
)

(4
)
(809
)
Proceeds from Sales of Short-term Investments
1,240


67

1,307

Other Investing Activities
(4
)
(76
)
26

(54
)
Net Cash Provided by (Used in) Investing Activities
431

(1,598
)
(76
)
(1,243
)
Financing Activities
 
 
 
 
Long-term Debt Repaid
(700
)
(79
)

(779
)
Dividends Paid
(448
)
(548
)
548

(448
)
Stock Options Exercised
9



9

Shares Repurchased
(224
)


(224
)
Other Financing Activities
12

(15
)
(4
)
(7
)
Net Cash Provided by (Used in) Financing Activities
(1,351
)
(642
)
544

(1,449
)
Net Increase (Decrease) in Cash and Cash Equivalents
(49
)
(134
)
(10
)
(193
)
Cash and Cash Equivalents at Beginning of Period
481

235

68

784

Cash and Cash Equivalents at End of Period
$
432

$
101

$
58

$
591



25


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

THIRD QUARTER 2014 HIGHLIGHTS

Revenue of $3.2 billion grew $236 million or 8% year over year driven by overall volume growth.

Expenses of $2.2 billion increased $100 million or 5% year over year driven by higher volume and inflation.

Operating income of $976 million grew $136 million or 16% year over year.

Operating ratio of 69.7% improved 220 basis points.

 
Third Quarters
 
Nine Months
 
2014
2013
Change
% Change
 
2014
2013
Change
% Change
Volume (in thousands)
1,758

1,643

115

7%
 
5,159

4,877

282

6%
 
 
 
 
 
 
 
 
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Revenue
$
3,221

$
2,985

$
236

8%
 
$
9,477

$
8,994

$
483

5%
Expense
2,245

2,145

(100
)
(5)%
 
6,765

6,334

(431
)
(7)%
Operating Income
$
976

$
840

$
136

16%
 
$
2,712

$
2,660

$
52

2%
 
 
 
 
 
 
 
 
 
 
Operating Ratio
69.7
%
71.9
%
220

 bps
 
71.4
%
70.4
%
(100
)
 bps
 
 
 
 
 
 
 
 
 
 
Earnings Per Diluted Share
$
0.51

$
0.45

$
0.06

13%
 
$
1.43

$
1.41

$
0.02

1%

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)
Third Quarters (a)
 
Volume
 
Revenue
 
Revenue Per Unit
 
2014
2013
% Change
 
2014
2013
% Change
 
2014
2013
% Change
Agricultural
 
 
 
 
 
 
 
 
 
 
 
Agricultural Products
98

87

13
 %
 
$
260

$
223

17
 %
 
$
2,653

$
2,563

4
 %
Phosphates and Fertilizers
82

80

3

 
127

124

2

 
1,549

1,550


Food and Consumer
23

23


 
64

64


 
2,783

2,783


Industrial
 
 
 
 
 
 
 
 
 
 
 
Chemicals
159

132

20

 
558

469

19

 
3,509

3,553

(1
)
Automotive
109

101

8

 
305

286

7

 
2,798

2,832

(1
)
Metals
71

67

6

 
183

164

12

 
2,577

2,448

5

Housing and Construction
 
 
 
 
 
 
 
 
 
 
 
Forest Products
77

77


 
209

199

5

 
2,714

2,584

5

Minerals
83

76

9

 
127

114

11

 
1,530

1,500

2

Waste and Equipment
46

44

5

 
94

76

24

 
2,043

1,727

18

Total Merchandise
748

687

9

 
1,927

1,719

12

 
2,576

2,502

3

 
 
 
 
 
 
 
 
 
 
 
 
Coal
319

299

7

 
721

720


 
2,260

2,408

(6
)
 
 
 
 
 
 
 
 
 
 
 
 
Intermodal
691

657

5

 
455

431

6

 
658

656


 
 
 
 
 
 
 
 
 
 
 
 
Other



 
118

115

3

 



 
 
 
 
 
 
 
 
 
 
 
 
Total
1,758

1,643

7
 %
 
$
3,221

$
2,985

8
 %
 
$
1,832

$
1,817

1
 %
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months(a)
 
Volume
 
Revenue
 
Revenue Per Unit
 
2014
2013
% Change
 
2014
2013
% Change
 
2014
2013
% Change
Agricultural
 
 
 
 
 
 
 
 
 
 
 
Agricultural Products
309

277

12
 %