UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 26, 201431, 2017
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, $1 Par Value New York Stock ExchangeNasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes (X) No (  )
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes (  ) No (X)
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  (X)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer (X)        Accelerated Filer (  )        Non-accelerated Filer (  ) Smaller reporting company ( )
Emerging growth company ( )

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ( )
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
Yes (  ) No (X)
On June 27, 201430, 2017 (which is the last day of the second quarter and the required date to use), the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $31$47 billion (based on the New York Stock Exchange closingclose price as reported on the NASDAQ National Market System on such date).

There were 990,564,824887,236,080 shares of Common Stock outstanding on January 23, 201531, 2018 (the latest practicable date that is closest to the filing date).

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement (the “Proxy Statement”) to be filed no later than 120 days after the end of the fiscal year with respect to its 2018 annual meeting of shareholders scheduled to be held on May 6, 2015.shareholders.

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CSX CORPORATIONFORM 10-KTABLE OF CONTENTS
  
Item No.Item No. PageItem No. Page
  
PART I
1.
2.
3.
4.
  
PART II
5.
 18
6.
7.
 22
  ·  Terms Used by CSX
  ·  2017 Highlights
  
  
  
  
  
·  Critical Accounting Estimates
    
·  Forward-Looking Statements
7A.
8.
9.
 105
9A.
9B.
PART III
10.
Directors, Executive Officers of the Registrant and Corporate Governance
11.
12.
13.
14.
PART IV
15.
    

 

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CSX CORPORATION
PART I



Item 1.  Business

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 freight transportation services including traditional rail service, and the transport of intermodal containers and trailers.trailers, as well as other transportation services such as rail-to-truck transfers and bulk commodity operations. CSX and the rail industry provide customers with access to an expansive and interconnected transportation network that plays a key role in North American commerce and is critical to the long-term economic success and improved global competitiveness of the United States. In addition, freight railroads provide the most economical and environmentally efficient means to transport goods over land.

The Company’s annual average number of employees was approximately 32,000 in 2014,24,000 as of December 2017, which includes approximately 26,00020,000 union employees. Most of the Company’s employees provide or support transportation services.  

CSX Transportation, Inc.
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. It has access to over 70 ocean, river and lake port terminals along the Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St. Lawrence Seaway. This access allows the Company to meet the dynamic transportation needs of manufacturers, industrial producers, the automotive industry, construction companies, farmers and feed mills, wholesalers and retailers, and energy producers. The Company’s intermodal business links customers to railroads via trucks and terminals. CSXT also serves thousands of production and distribution facilities through track connections towith other Class I railroads and approximately 240230 short-line and regional railroads.

CSXT is now responsible for the Company's real estate sales, leasing, acquisition and management and development activities after a merger with CSX Real Property, Inc., a former wholly-owned CSX subsidiary, on July 1, 2017. In addition, as substantially all real estate sales, leasing, acquisition and management and development activities are focused on supporting railroad operations, all results of these activities are included in operating income beginning in 2017. Previously, the results of these activities were classified as operating or non-operating based on the nature of the activity and were not material for any periods presented.


CSX CORPORATION
PART I



Lines of Business
During 2014,2017, the CompanyCompany's services generated $12.7$11.4 billion of revenue and served three primary lines of business: merchandise, coal and intermodal.
The merchandise business shipped over 2.92.7 millioncarloads and generated approximately 60%62 percent of revenue and 42%42 percent of volume in 2014.2017. The Company’s merchandise business is comprised of shipments in the mostfollowing diverse markets: chemicals, automotive, agricultural and transports aggregates (which include crushed stone, sandfood products, minerals, fertilizers, forest products, and gravel), metal, phosphate, fertilizer, food, consumer (manufactured goodsmetals and appliances), agricultural, automotive, paper and chemical products.equipment.
The coal business shipped nearly 1.3 million855 thousand carloads and accounted for nearly 22%18 percent of revenue and 18%13 percent of volume in 2014.2017. The Company transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants as well as export coal to deep-water port facilities. Almost halfRoughly one-third of export coal and nearly allthe majority of the domestic coal that the Company transports is used for generating electricity.
The intermodal business accounted for approximately 14%16 percent of revenue and 40%44 percent of volume in 2014.2017. The intermodal line of business combines the superior economics of rail transportation with the short-haul flexibility of trucks and offers a competitive cost advantage over long-haul trucking. Through a network of more than 5040 terminals, the intermodal business serves all major markets east of the Mississippi River and transports mainly manufactured consumer goods in containers, providing customers with truck-like service for longer shipments.
Other revenue accounted for approximately 4%4 percent of the Company’s total revenue in 2014.2017. This revenue category includes revenue from regional subsidiary railroads, demurrage, revenue for customer volume commitments not met, switching, and other incidental charges.charges and adjustments to revenue reserves. Revenue from regional railroads includes shipments by railroads that the Company does not directly operate. Demurrage represents charges assessed when freight cars or other equipment are held beyond a specified period of time. Switching revenue is primarily generated when CSXT switches cars for a customer or another railroad.

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PART I



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, theThe biggest Transflo markets are chemicals and agriculture, which includes shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.

CSX’s other holdings includeScheduled Railroading
In 2017, the Company began transitioning its operating model to scheduled railroading, which is focused on developing and strictly maintaining a scheduled service plan with an emphasis on optimizing assets. When the operating model is executed effectively, customer service is improved, costs are reduced and free cash flow is generated, allowing financial growth. E. Hunter Harrison created and refined the model during his decades of railroad leadership experience, successfully implementing it at three different railroads prior to being named CEO of CSX Real Property, Inc.,in March 2017. In October 2017, the Company hired James M. Foote, a subsidiary responsible for the Company’s real estate sales, leasing, acquisition and management and development activities.  These activities are classifiedrailroad executive with extensive scheduled railroading experience, as Chief Operating Officer. Upon Mr. Harrison's death in other income because they are not consideredDecember 2017, Foote was appointed CEO by the CompanyBoard of Directors to becontinue driving CSX's transformation under the new operating activities.  Resultsmodel. Additionally, Edmond L. Harris was named Executive Vice President of these activities fluctuate withOperations in January 2018, further strengthening the timingscheduled railroading experience of non-operating real estate transactions.the leadership team.


CSX CORPORATION
PART I



Financial Information
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for operating revenue, operating income and total assets for each of the last three fiscal years.

Company History
A leader in freight rail transportation for more than 185190 years, the Company’s heritage dates back to the early nineteenth century when The Baltimore and Ohio Railroad Company (“B&O”) – the nation’s first common carrier – was chartered in 1827. Since that time, the Company has built on this foundation to create a railroad that could safely and reliably service the ever-increasing demands of a growing nation.
 
Since its founding, numerous railroads have combined with the former B&O through merger and consolidation to create what has become CSX. Each of the railroads that combined into the CSX family brought new geographical reach to valuable markets, gateways, cities, ports and transportation corridors.
    
CSX was incorporated in 1978 under Virginia law. In 1980, the Company completed the merger of the Chessie System and Seaboard Coast Line Industries into CSX. The merger allowed the Company to connect northern population centers and Appalachian coal fields to growing southeastern markets. Later, the Company’s acquisition of key portions of Conrail, Inc. ("Conrail") allowed CSXT to link the northeast, including New England and the New York metropolitan area, with Chicago and midwestern markets as well as the growing areas in the Southeast already served by CSXT. This current rail network allows the Company to directly serve every major market in the eastern United States with safe, dependable, environmentally responsible and fuel efficient freight transportation and intermodal service.
 
Competition
The business environment in which the Company operates is highly competitive. Shippers typically select transportation providers that offer the most compelling combination of service and price. Service requirements, both in terms of transit time and reliability, vary by shipper and commodity. As a result, the Company’s primary competition varies by commodity, geographic location and mode of available transportation.transportation and includes other railroads, motor carriers that operate similar routes across its service area and, to a less significant extent, barges, ships and pipelines.
 

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CSXT’s primary rail competitor is Norfolk Southern Railway, which operates throughout much of the Company’s territory.  Other railroads also operate in parts of the Company’s territory. Depending on the specific market, competing railroads and deregulated motor carriers may exert pressure on price and service levels. For further discussion on the risk of competition to the Company, see Item 1A. Risk Factors.

Regulatory Environment
The Company's operations are subject to various federal, state, provincial (Canada) and local laws and regulations generally applicable to businesses operating in the United States and Canada. In the U.S,U.S., the railroad operations conducted by the Company's subsidiaries, including CSXT, are subject to the regulatory jurisdiction of the Surface Transportation Board (“STB”), the Federal Railroad Administration (“FRA”), and its sister agency within the U.S. Department of Transportation ("DOT"), the Pipeline and Hazardous Materials Safety Administration (“PHMSA”). Together, FRA and PHMSA have broad jurisdiction over railroad operating standards and practices, including track, freight cars, locomotives and hazardous materials requirements. In addition, the U.S. Environmental Protection Agency (“EPA”) has regulatory authority with respect to matters that impact the Company's properties and operations. The EPA is considering regulatory action directed towards the railroad industry governing the disposal of creosote cross-ties and seeking to increase air emission regulations that may impact our operations or increase costs. Similarly, the Transportation Security Administration (“TSA”), a component of the Department of Homeland Security, has broad authority over railroad operating practices that may have homeland security implications. In Canada, the railroad operations conducted by the Company’s subsidiaries, including CSXT, are subject to the regulatory jurisdiction of the Canadian Transportation Agency.

CSX CORPORATION
PART I



Although the Staggers Act of 1980 significantly deregulated the U.S. rail industry, the STB has broad jurisdiction over rail carriers. The STB regulates routes, fuel surcharges, conditions of service, rates for non-exempt traffic, acquisitions of control over rail common carriers and the transfer, extension or abandonment of rail lines, among other railroad activities.

Positive Train Control
In 2008, Congress enacted the Rail Safety Improvement Act (the “RSIA”).  The legislation includesincluded a mandate that all Class I freight railroads implement an interoperable positive train control system (“PTC”) by December 31, 2015. Implementation of a PTC system is designed to prevent train-to-train collisions, over-speed derailments, incursions into established work-zone limits, and train diversions onto another set of tracks. In 2012,On October 29, 2015, the Association of American Railroads ("AAR") advised the FRA on behalfPresident of the industry that a nationwide interoperableUnited States signed the Positive Train Control Enforcement and Implementation Act of 2015 into law extending the deadline. This Act requires the installation of all PTC network could nothardware be completed by the deadline. In 2012, the FRA revised its final rule on the design, operational requirementsDecember 31, 2018, and, implementation of PTC technology, and is now re-examiningassuming certain additional aspects of the rule in response to rail industry concerns. In 2012, the FRA filed a report with Congress stating that it also believedconditions are met, requires that the majority of railroads would notPTC system be able to complete PTC implementationfully operational by the 2015 deadline and recommending that Congress amend the RSIA to allow the FRA to grant conditional extensions of the 2015 deadline. As of the date of this filing, Congress has taken no action to extend the statutory deadline. December 31, 2020.

PTC must be installed on all main lines with passenger and commuter operations as well as most of those over which toxic-by-inhalation hazardous materials are transported. The Company expects to incurcontinue incurring significant capital costs in connection with the implementation of PTC as well as related ongoing operating expenses. CSX currently estimates that the total multi-year cost of PTC implementation will be at least $1.9approximately $2.4 billion for the Company. Total PTC spendinginvestment through 20142017 was $1.2$2 billion.
 

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CSX CORPORATION
PART I



STB Proceedings
In 2012, the STB announced it would accept comments on a proposal by the National Industrial Transportation League that would require Class I railroads to provide a form of "competitive access" to customers served solely by one railroad. Under this proposal, CSX would be required to allow a competing railroad to access certain customers that are currently solely served by CSX's network. In early 2013, shippers, railroads and other parties submitted comments on the proposal, and the STB held a hearing in March 2014.2014 to receive further input from participating parties. Since the hearing, the STB has taken no further action in the proceeding.

In July 2013, the STB released a decision that raised the limitations on the monetary recovery that a shipper may obtain when bringing a simplified rate reasonableness case. CSX and Norfolk Southern filed a joint appeal to the D.C. Circuit. In August 2014, the D.C. Circuit upheld the STB’s decision to raise the limitations in simplified rate reasonableness cases.proceeding.

In April 2014, the STB announced it would receive comments to explore its methodology for determining railroad revenue adequacy. The revenue adequacy standard represents the level of profitability for a healthy carrier. Shippers, railroads and other parties filed opening comments in September 2014 and filed reply commentslate 2014. The STB held a hearing in November 2014.July 2015 to receive further input from participating parties. Since the hearing, the STB has taken no further action in the proceeding.

CSX participated in a public listening session on October 11, 2017 at the STB in response to service complaints. During the session, the Company addressed customer concerns and detailed the Company’s service recovery plans at that time.  At the STB's request, CSX is providing additional operating measures on a weekly basis that are available on the Company's website.

New rules regarding, among other things, competitive access or revenue adequacy could have a material adverse effect on the Company's financial condition, results of operations and liquidity as well as its ability to invest in enhancing and maintaining vital infrastructure. For further discussion on regulatory risks to the Company, see Item 1A. Risk Factors.Factors.


CSX CORPORATION
PART I



Other Information
CSX makes available on its website www.csx.com, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on the CSX website is not part of this annual report on Form 10-K. Additionally, the Company has posted its code of ethics on its website, which is also available to any shareholder who requests it. This Form 10-K and other SEC filings made by CSX are also accessible through the SEC’s website at www.sec.gov.
 
CSX has included the certifications of its Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) required by Section 302 of the Sarbanes-Oxley Act of 2002 (“the Act”) as Exhibit 31, as well as Section 906 of the Act as Exhibit 32 to this Form 10-K report. Additionally, on June 3, 2014, CSX filed its annual CEO certification with the New York Stock Exchange (“NYSE”) confirming CSX’s compliance with the NYSE Corporate Governance Listing Standards.  The CEO was not aware of any violations of these standards by CSX as of February 11, 2015.  This certification is also included as Exhibit 99 to this Form 10-K.
  
The information set forth in Item 6. Selected Financial Data is incorporated herein by reference. For additional information concerning business conducted by the Company during 20142017, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.










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CSX CORPORATION
PART I



Item 1A.  Risk Factors

The risks set forth in the following risk factors could have a materially adverse effect on the Company's financial condition, results of operations or liquidity, and could cause those results to differ materially from those expressed or implied in the Company's forward-looking statements. Additional risks and uncertainties not currently known to the Company or that the Company currently does not deem to be material also may materially impact the Company's financial condition, results of operations or liquidity.
 
New legislation or regulatory changes could impact the Company's earnings or restrict its ability to independently negotiate prices.
Legislation passed by Congress, or new regulations issued by federal agencies canor executive orders issued by the President of the United States could significantly affect the revenues, costs and profitability of the Company's business. For instance, several of the proposals under consideration by the STB could have a significant negative impact on the Company's ability to negotiate prices for the value of rail services provided and meet service standards, which could force a reduction in capital spending. In addition, statutes imposing price constraints or affecting rail-to-rail competition could adversely affect the Company's profitability.
 
Government regulation and compliance risks may adversely affect the Company's operations and financial results.
The Company is subject to the jurisdiction of various regulatory agencies, including the STB, FRA, PHMSA, TSA, EPA and other state, provincial and federal regulatory agencies for a variety of economic, health, safety, labor, environmental, tax, legal and other matters. New or modified rules or regulations by these agencies could increase the Company's operating costs or reduce operating efficiencies.efficiencies and impact service performance.  For example, the RSIA mandatedmandates that the installation of PTC hardware be completed by December 31, 20152018 and, assuming certain conditions are met, requires that the PTC system be fully operational by December 31, 2020 on main lines that carry certain hazardous materials and on lines that have commuter or passenger operations. NoncomplianceAlthough CSX remains on track to meet this regulatory requirement, noncompliance with these and other applicable laws or regulations could erode public confidence in the Company and can subject the Company to fines, penalties and other legal or regulatory sanctions.

Climate changeThe Company’s business strategies may not achieve the anticipated objectives.
The implementation of the Company’s business strategies could result in operational disruptions, loss of existing customers, regulatory issues and other emissions-related legislation and regulation could adversely affectadverse consequences. If these strategies fail to achieve the Company's operations and financial results.
     Climate change and other emissions-related legislation and regulation have been proposed and, in some cases adopted, onanticipated benefits or take longer to implement than expected, the federal, state, provincial and local levels.  These final and proposed laws and regulations take the form of restrictions, caps, taxes or other controls on emissions.  In particular, the EPA has issued various regulations and is expected to issue additional regulations targeting emissions, including rules and standards governing emissions from certain stationary sources and from vehicles.

Any of these pending or proposed laws or regulations could adversely affect the Company'sCompany’s operations and financial results may be adversely affected.

Failure to complete negotiations on collective bargaining agreements could result in strikes and/or work stoppages.
Most of CSX's employees are represented by among other things: (i) reducing coal-fired electricity generation duelabor unions and are covered by collective bargaining agreements. Approximately 70 percent of these agreements are bargained for nationally by the National Carriers Conference Committee and negotiated over the course of several years and previously have not resulted in any extended work stoppages. Under the Railway Labor Act's procedures (which include mediation, cooling-off periods and the possibility of an intervention of the U.S. President), during negotiations neither party may take action until the procedures are exhausted. If, however, CSX is unable to mandated emission standards; (ii) reducingnegotiate acceptable agreements, or if terms of existing agreements are disputed, the consumptionemployees covered by the Railway Labor Act could strike, which could result in loss of coalbusiness and increased operating costs as a viable energy resource in the United States; (iii) increasing the Company's fuel, capital and other operating costs and negatively affecting operating and fuel efficiencies; and (iv) making it difficult for the Company's customers in the U.S. and Canadaresult of higher wages or benefits paid to produce products in a cost competitive manner (particularly in the absence of similar regulations in other manufacturing countries).  Any of these factors could reduce the amount of shipmentsunion members. Additionally, from time to time, the Company handlesenters into CSX-specific, or “local”, bargaining agreements which could also be critical to the Company and have a material adverse effect on the Company's financial condition, results of operations or liquidity.its new business strategies.

CapacityCSX CORPORATION
PART I



Network constraints could have a negative impact on service and operating efficiency.
CSXT maycould experience rail network difficulties related to: (i) increased volume; (ii) locomotive or crew shortages; (iii) extreme weather conditions; (iv) impacts from changes in yard capacity, or network structure or composition, including train routes; (v) increased passenger activities, including high-speed rail; or (v)(vi) regulatory changes impacting whenwhere and how fast CSXT can transport freight or maintain routes, which could have a negative effect on CSXT's operational fluidity, leading to deterioration of service, asset utilization and overall efficiency.

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CSX CORPORATION
PART I



Global economic conditions could negatively affect demand for commodities and other freight.
A decline or disruption in general domestic and global economic conditions that affects demand for the commodities and products the Company transports, including import and export volume, could reduce revenues or have other adverse effects on the Company's cost structure.structure and profitability. For example, if the rate of economic growth in Asia slows, or if European economies contract, or if the global supply of seaborne coal or price of seaborne coal changes from its current levels, U.S. export coal volume could be adversely impacted resulting in lower revenue for CSX. Additionally, changes to trade agreements or policies could result in reduced import and export volumes due to increased tariffs and lower consumer demand. If the Company experiences significant declines in demand for its transportation services with respect to one or more commodities and products, the Company may experience reduced revenue and increased operating costs, associated with the storage of locomotives, railcars and other equipment, workforce adjustments, and other related activities, which could have a material adverse effect on operations,the Company's financial condition, results of operations and liquidity.
 
Changing dynamics in the U.S. and global energy markets could negatively impact profitability.
Domestic energy production continues to evolve creating both opportunities and challenges for CSX. Increased production of crude oil from the new domestic oil fields, particularly those located in the Bakken Shale region of North Dakota, has created opportunities for CSX to transport crude oil by rail to East Coast refineries. Crude oil production from this region is subject to the volatility of global crude oil prices. Depressed crude oil prices due to increased supply or lower demand could result in a decrease in domestic crude oil production, which could have an adverse effect on crude oil volumes for CSX. In addition, new regulations related to the shipment of crude oil by rail, including proposed rail car safety standards, could increase costs for CSX, negatively impact network fluidity or have an adverse impact on customers.

Over the past few years, production and source locations of natural gas in the U.S. hashave also increased dramatically, which has resulted in lower natural gas prices.prices in CSX’s service territory. As a result of sustained low natural gas prices, many coal-fired power plants have been displaced by natural gas-fired power generation facilities. If natural gas prices were to remain low, additional coal-fired plants could be displaced, which couldwould likely further reduce the Company's domestic coal volumes and revenues. Additionally, crude oil prices combined with increased pipeline activity have resulted in volatility in domestic crude oil production, which has adversely affected crude oil volumes for CSX.

CSXT, as a common carrier by rail, is required by law to transport hazardous materials, which could expose the Company to significant costs and claims.
A train accident involving the transport of hazardous materials could result in significant claims arising from personal injury, property or natural resource damage, environmental penalties and remediation obligations.  Such claims, if insured, could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates. Under federal regulations, CSXT is required to transport hazardous materials under the legal duty referred to as the common carrier mandate.

CSXT is also required to comply with regulations regarding the handling of hazardous materials. In November 2008, the TSA issued final rules placing significant new security and safety requirements on passenger and freight railroad carriers, rail transit systems and facilities that ship hazardous materials by rail.  Noncompliance with these rules can subject the Company to significant penalties and could be a factor in litigation arising out of a train accident.  Finally, legislation preventing the transport of hazardous materials through certain cities could result in network congestion and increase the length of haul for hazardous substances, which could increase operating costs, reduce operating efficiency or increase the risk of an accident involving the transport of hazardous materials.


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CSX CORPORATION
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Climate change and other emissions-related laws and regulations could adversely affect the Company's operations and financial results.
Climate change and other emissions-related laws and regulations have been proposed and, in some cases adopted, on the federal, state, provincial and local levels. These final and proposed laws and regulations take the form of restrictions, caps, taxes or other controls on emissions. In particular, the EPA has issued various regulations and may issue additional regulations targeting emissions, including rules and standards governing emissions from certain stationary sources and from vehicles.

Any of these pending or proposed laws or regulations could adversely affect the Company's operations and financial results by, among other things: (i) reducing coal-fired electricity generation due to mandated emission standards; (ii) reducing the consumption of coal as a viable energy resource in the United States and Canada; (iii) increasing the Company's fuel, capital and other operating costs and negatively affecting operating and fuel efficiencies; and (iv) making it difficult for the Company's customers in the U.S. and Canada to produce products in a cost competitive manner. Any of these factors could reduce the amount of shipments the Company handles and have a material adverse effect on the Company's financial condition, results of operations or liquidity.
The Company is subject to environmental laws and regulations that may result in significant costs.
The Company is subject to wide-ranging federal, state, provincial and local environmental laws and regulations concerning, among other things, emissions into the air, ground and water; the handling, storage, use, generation, transportation and disposal of waste and other materials; the clean-up of hazardous material and petroleum releases and the health and safety of our employees. If the Company violates or fails to comply with these laws and regulations, CSX could be fined or otherwise sanctioned by regulators. The Company can also be held liable for consequences arising out of human exposure to any hazardous substances for which CSX is responsible. In certain circumstances, environmental liability can extend to formerly owned or operated properties, leased properties, adjacent properties and properties owned by third parties or Company predecessors, as well as to properties currently owned, leased or used by the Company.

The Company has been, and may in the future be, subject to allegations or findings to the effect that it has violated, or is strictly liable under, environmental laws or regulations, and such violations can result in the Company's incurring fines, penalties or costs relating to the clean-up of environmental contamination. Although the Company believes it has appropriately recorded current and long-term liabilities for known and reasonably estimable future environmental costs, it could incur significant costs that exceed reserves or require unanticipated cash expenditures as a result of any of the foregoing. The Company also may be required to incur significant expenses to investigate and remediate known, unknown or future environmental contamination.
 
The Company relies on the security, stability and availability of its technology systems to operate its business.
The Company relies on information technology in all aspects of its business. The performance and reliability of the Company's technology systems are critical to its ability to operate and compete safely and effectively.A cybersecurity attack, which is a deliberate theft of data or impairment of information technology systems, or other significant disruption or failure, could result in a service interruption, train accident, misappropriation of confidential information, process failure, security breach or other operational difficulties. Such an event could result in decreased revenues and increased capital, insurance or operating costs, including increased security costs to protect the Company's infrastructure. Insurance maintained by the Company to protect against loss of business and other related consequences resulting from cyber incidents may not be sufficient to cover all damages. A disruption or compromise of the Company's information technology systems, even for short periods of time, could have a material adverse effect on the Company.effect.


CSX CORPORATION
PART I



Disruption of the supply chain could negatively affect operating efficiency and increase costs.
The capital intensive nature and sophistication of core rail equipment (including rolling stock equipment, locomotives, rail, and ties) limits the number of railroad equipment suppliers. If any of the current manufacturers stops production or experiences a supply shortage, CSXT could experience a significant cost increase or material shortage. In addition, a few critical railroad suppliers are foreign and, as such, adverse developments in international relations, new trade regulations, disruptions in international shipping or increases in global demand could make procurement of these supplies more difficult or increase CSXT's operating costs. Additionally, if a fuel supply shortage were to arise, whether due to production restrictions, lower refinery outputs, a disruption of oil imports, adverse political developments or otherwise, the Company would be negatively impacted.

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PART I



Failure to complete negotiations on collective bargaining agreements could result in strikes and/or work stoppages.
Most of CSX's employees are represented by labor unions and are covered by collective bargaining agreements. Most of these agreements are bargained for nationally by the National Carriers Conference Committee and negotiated over the course of several years and previously have not resulted in any extended work stoppages.  Under the Railway Labor Act's procedures (which include mediation, cooling-off periods and the possibility of Presidential intervention), during negotiations neither party may take action until the procedures are exhausted.  If, however, CSX is unable to negotiate acceptable agreements, or if terms of existing agreements are disputed, the employees covered by the Railway Labor Act could strike, which could result in loss of business and increased operating costs as a result of higher wages or benefits paid to union members.  

The Company faces competition from other transportation providers.
The Company experiences competition in pricing, service, reliability and other factors from various transportation providers including railroads and motor carriers that operate similar routes across its service area and, to a less significant extent, barges, ships and pipelines. Other transportation providers generally use public rights-of-way that are built and maintained by governmental entities, while CSXT and other railroads must build and maintain rail networks largely using internal resources. Any future improvements or expenditures materially increasing the quality or reducing the cost of alternative modes of transportation such as through the use of automation, autonomy or electrification, or legislation providing for less stringent size or weight restrictions on trucks, could negatively impact the Company's competitive position. Additionally, any future consolidation in the rail industry could materially affect the regulatory and competitive environment in which the Company operates.

Future acts of terrorism, war or regulatory changes to combat the risk of terrorism may cause significant disruptions in the Company's operations.
Terrorist attacks, along with any government response to those attacks, may adversely affect the Company's financial condition, results of operations or liquidity.  CSXT's rail lines, or other key infrastructure and information technology systems may be direct targets or indirect casualties of acts of terror or war.  This risk could cause significant business interruption and result in increased costs and liabilities and decreased revenues.  In addition, premiums charged for some or all of the insurance coverage currently maintained by the Company could increase dramatically, or the coverage may no longer be available.
 
Furthermore, in response to the heightened risk of terrorism, federal, state and local governmental bodies are proposing and, in some cases, have adopted legislation and regulations relating to security issues that impact the transportation industry.  For example, the Department of Homeland Security adopted regulations that require freight railroads to implement additional security protocols when transporting hazardous materials.  Complying with these or future regulations could continue to increase the Company's operating costs and reduce operating efficiencies.

Severe weather or other natural occurrences could result in significant business interruptions and expenditures in excess of available insurance coverage.
The Company's operations may be affected by external factors such as severe weather and other natural occurrences, including floods, fires, hurricanes and earthquakes.  As a result, the Company's rail network may be damaged, its workforce may be unavailable, fuel costs may rise and significant business interruptions could occur.  In addition, the performance of locomotives and railcars could be adversely affected by extreme weather conditions.  Insurance maintained by the Company to protect against loss of business and other related consequences resulting from these natural occurrences is subject to coverage limitations, depending on the nature of the risk insured. This insurance may not be sufficient to cover all of the Company's damages or damages to others, and this insurance may not continue to be available at commercially reasonable rates. Even with insurance, if any natural occurrence leads to a catastrophic interruption of service, the Company may not be able to restore service without a significant interruption in operations.

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The Company may be subject to various claims and lawsuits that could result in significant expenditures.
As part of its railroad and other operations, the Company is subject to various claims and lawsuits related to disputes over commercial practices, labor and unemployment matters, occupational and personal injury claims, property damage, environmental and other matters.  The Company may experience material judgments or incur significant costs to defend existing and future lawsuits. Although the Company establishes reserves and maintains insurance to cover some of these types of claims and establishes reserves when appropriate, final amounts determined to be due on any outstanding matters may exceed the Company's insurance coverage or differ materially from the recorded reserves and exceed the Company's insurance coverage.reserves. Additionally, the Company is subject tocould be impacted by adverse developments not currently reflected in the Company's reserve estimates.

The unavailability of critical resources could adversely affect the Company’s operational efficiency and ability to meet demand.
Marketplace conditions for resources like locomotives as well as the availability of qualified personnel, particularly engineers and trainmen,conductors, could each have a negative impact on the Company’s ability to meet demand for rail service. Although the Company believes that it has adequate personnel for the current business environment, unpredictable increases in demand for rail services or extreme weather conditions may exacerbate such risks, which could have a negative impact on the Company’s operational efficiency and otherwise have a material adverse effect on the Company’s financial position,condition, results of operations, or liquidity in a particular year or quarter.period.

Weaknesses in the capital and credit markets could negatively impact the Company’s access to capital.
Due to the significant capital expenditures required to operate and maintain a safe and efficient railroad, the Company regularly relies on capital markets for the issuance of long-term debt instruments as well as on bank financing from time to time. Instability or disruptions of the capital markets, including credit markets, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access and could increase the cost of financing sources. A significant deterioration of the Company’s financial condition could also reduce credit ratings and could limit or affect its access to external sources of capital and increase the costs of short and long-term debt financing.

Item 1B.  Unresolved Staff Comments

None




















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Item 2.  Properties
     
The Company’s properties primarily consist of track and its related infrastructure, locomotives and freight cars and equipment. These categories and the geography of the network are described below.

Track and Infrastructure
Serving 23 states, the District of Columbia, and the Canadian provinces of Ontario and Quebec, the CSXT rail network serves, among other markets, New York, Philadelphia and Boston in the Northeast and Mid-Atlantic, the southeast markets of Atlanta, Miami and New Orleans, and the midwestern cities of St. Louis, Memphis and Chicago.

CSXT’s track structure includes main thoroughfares,mainline track, connecting terminals and yards, (known as mainline track), track within terminals and switching yards, track adjacent to the mainlinessidings used for passing trains, track connecting the mainlineCSXT's track to customer locations and track that diverts trains from one track to another known as turnouts. Total track miles, are greater than CSXT’s approximately 21,000 route miles, which reflect the size of CSXT’s network that connects markets, customers and western railroads.railroads, are greater than CSXT’s approximately 21,000 route miles. At December 2014,2017, the breakdown of track miles was as follows:
 Track
 Miles
Mainline track26,39126,500
Terminals and switching yards9,3979,348
Passing sidings and turnouts923920
Total36,71136,768

In addition to its physical track structure, CSXTthe Company operates numerous yards and terminals.terminals for rail and intermodal service. These serve as hubspoints of connectivity between CSXTthe Company and its local customers and as sorting facilities where railcars oftenand intermodal containers are received, re-sortedclassed for destination and placed onto new outbound trains.trains, or arrive and are delivered to the customer. In 2017, CSX converted a number of hump yards to flat switching operations which allows for less intermediate processing and the opportunity to improve transit time. The Company’s ten largest yards and terminals based on annual2017 volume (number of railcars or intermodal containers processed) are listed below:below.
Yards and Terminals
Annual
Volume
(number of units processed)
Chicago, IL - Bedford Park Intermodal Terminal
1,039,431
North Baltimore, OH - Northwest Ohio Intermodal Terminal
Waycross, GA
648,206
Cincinnati, OH
Selkirk, NY
578,414
Avon, IN (Indianapolis)
Willard, OH550,170
Cincinnati, OH534,214
Indianapolis, IN532,368
Nashville, TN
482,932
Louisville, KY
Hamlet, NC457,251
Louisville, KY387,614
Toledo, OH376,261


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Network Geography
CSXT’s operations are primarily focused on four major transportation networks and corridors which are defined geographically and by commodity flows below.

Interstate 90 (I-90) Corridor – This CSXT corridor links Chicago and the Midwest to metropolitan areas in New York and New England. This route, also known as the “waterlevel route,” has minimal hills and grades and nearly all of it has two main tracks (referred to as double track). These superior engineering attributes permit the corridor to support consistent, high-speed service across intermodal, automotive and merchandise service.commodities. This corridor is a primary route for import traffic coming from the far east through western ports moving eastward across the country, through Chicago and into the population centers in the Northeast. The I-90 Corridor is also a critical link between ports in New York, New Jersey, and Pennsylvania and consumption markets in the Midwest. This route carries consumer goods from all three of the Company’s major markets – merchandise, coal and intermodal.

Interstate 95 (I-95) Corridor – The CSXT I-95 Corridor connects Charleston, Jacksonville, Miami and many other cities throughout the Southeast with the heavily populated mid-Atlantic and northeastern cities of Baltimore, Philadelphia and New York. CSXT primarily transports food and consumer products, as well as metals and chemicals along this line. It is the onlyleading rail corridor along the eastern seaboard south of the District of Columbia, and provides access to major eastern ports.

Southeastern Corridor – This critical part of the network runs between CSXT’s western gateways of Chicago, St. Louis and Memphis through the cities of Nashville, Birmingham, and Atlanta and markets in the Southeast. The Southeastern Corridor is the premier rail route connecting these key cities, gateways, and markets and positions CSXT to efficiently handle projected traffic volumes of intermodal, automotive and general merchandise traffic. The corridor also provides direct rail service between the coal reserves of the southern Illinois basin and the demand for coal in the Southeast.

Coal Network – The CSXT coal network connects the coal mining operations in the Appalachian mountain region and Illinois basin with industrial areas in the Southeast, Northeast and Mid-Atlantic, as well as many river, lake, and deep water port facilities. The domestic coal market has declined significantly over the past several years and export coal remains subject to a high degree of volatility. CSXT’s coal network isremains well positioned to supply utility markets in both the Northeast and Southeast and to transport coal shipments for export outside of the U.S. Almost halfRoughly one-third of the tons of export coal and nearly allthe majority of the domestic coal that the Company transports is used for generating electricity.

See the following page for a map of the CSX Rail Network.

CSX CORPORATION
PART I

13


CSX Rail Network


CSX CORPORATION
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CSX Rail Network

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Locomotives
At December 2017, CSXT owns and long-term leasesowned more than 4,000 locomotives, over which 98% are owned by CSXT.locomotives. From time to time, the Company also short-term leases locomotives based on business needs. Freight locomotives are the power source used primarily to pull trains.  Switchingtrains while switching locomotives are used in yards to sort railcars so that the right railcar is attached to the right train in order to deliver it to its final destination.yards. Auxiliary units are typically used to provide extra traction for heavy trains in hilly terrain. At December 2014,2017, CSXT’s fleet of owned and long-term leased locomotives consisted of the following types of locomotives:types:
Locomotives % 
Average Age
(years)
Locomotives % 
Average Age
(years)
Freight3,719
 87% 21
3,659
 88% 20
Switching329
 8% 35
299
 7% 37
Auxiliary Units209
 5% 22
208
 5% 24
Total4,257
 100% 21
4,166
 100% 20
 
Equipment
     In 2014, the average daily fleet of cars on line consisted of approximately 203,000 cars. At any time, over half of the railcars on the CSXT system are not owned or leased by the Company. Examples of these non-CSXT railcars are as follows:include railcars owned by other railroads (which are utilized by CSXT), shipper-furnished or private cars (which are generally used only in that shipper’s service) and, multi-level railcars used to transport automobiles (which are shared amongbetween railroads) and doublestack railcars, or well cars (which are industry pooled), that allow for two intermodal containers to be loaded one above the other.

At December 2017, the Company’s owned and long-term leased equipment consisted of the following:
EquipmentNumber of Units %
Gondolas21,209
 35%
Multi-level flat cars11,686
 19%
Open-top hoppers10,298
 17%
Covered hoppers9,623
 16%
Box cars6,374
 11%
Flat cars624
 1%
Other cars337
 %
Subtotal freight cars60,151
 100%
Containers18,088
  
Total equipment78,239
  

     

CSX CORPORATION
PART I



The Company’s revenue generatingrevenue-generating equipment, (eithereither owned or long-term leased)leased, consists of freight cars and containers as described below.
 
Gondolas – Support CSXT’s metals markets and provide transport for woodchips and other bulk commodities.  Some gondolas are equipped with special hoods for protecting products like coil and sheet steel.

Multi-level flat cars – Transport finished automobiles and are differentiated by the number of levels: bi-levels for large vehicles such as pickup trucks and SUVs and tri-levels for sedans and smaller automobiles.

Open-top hoppers – Transport heavy dry bulk commodities such as coal, coke, stone, sand, ores and gravel that are resistant to weather conditions.

Covered hoppers – Have a permanent roof and are segregated based upon commodity density.  Lighter bulk commodities such as grain, fertilizer, flour, salt, sugar, clay and lime are shipped in large cars called jumbo covered hoppers.  Heavier commodities like cement, ground limestone and industrial sand are shipped in small cube covered hoppers.

Box cars – Include a variety of tonnages, sizes, door configurations and heights to accommodate a wide range of finished products, including paper, auto parts, appliances and building materials.  Insulated box cars deliver food products, canned goods, beer and wine.
Covered hoppers – Have a permanent roof and are segregated based upon commodity density.  Lighter bulk commodities such as grain, fertilizer, flour, salt, sugar, clay and lime are shipped in large cars called jumbo covered hoppers.  Heavier commodities like cement, ground limestone and sand are shipped in small cube covered hoppers.

Multi-level flat cars – Transport finished automobiles and are differentiated by the number of levels: bi-levels for large vehicles such as pickup trucks and SUVs and tri-levels for sedans and smaller automobiles.

Flat cars – Used for shipping intermodal containers and trailers or bulk and finished goods, such as lumber, pipe, plywood, drywall and pulpwood.

Other cars – Primarily leased refrigerator cars and slab steel cars.

Containers – Weather-proof boxes used for bulk shipment of freight.
Other cars on the network consist primarily of refrigerated boxcars for transporting perishable items.  

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CSX CORPORATION
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At December 2014, the Company’s owned and long-term leased equipment consisted of the following:
EquipmentNumber of Units %
Gondolas25,275
 38%
Open-top hoppers11,555
 17%
Multi-level flat cars11,455
 17%
Covered hoppers10,153
 16%
Box cars7,569
 11%
Flat cars690
 1%
Other cars315
 %
Subtotal freight cars67,012
 100%
Containers17,284
  
Total equipment84,296
  

Item 3.  Legal Proceedings

For further details, please refer to Note 7. Commitments and Contingencies of this annual report on Form 10-K.
Environmental Proceedings That Could Result in Fines Above $100,000
In connection with a CSXT train derailment in Mount Carbon, West Virginia in February 2015, the Company has entered into discussions with the U.S. Department of Justice and the U.S. Environmental Protection Agency concerning a regulatory penalty related to a release of product into the environment. Although final resolution of this matter is subject to further discussions and potential litigation, the Company does not believe that the outcome will have a material adverse effect on its financial position, results of operations or liquidity.

Item 4.  Mine Safety Disclosure

Not Applicable


CSX CORPORATION
PART I



Executive Officers of the Registrant
 
Executive officers of the Company are elected by the CSX Board of Directors and generally hold office until the next annual election of officers. There are no family relationships or any arrangement or understanding between any officer and any other person pursuant to which such officer was elected. As of the date of this filing, the executive officers’ names, ages and business experience are:

Name and Age
Business Experience
During Past Five Years
 Michael J. Ward,James M. Foote, 64
Chairman, President and Chief Executive Officer


 A 37-year veteran of the Company, WardFoote has served as Chairman,President and Chief Executive Office since December 2017. He joined CSX in October 2017 as Chief Operating Officer, with responsibility for both operations and sales and marketing.

Mr. Foote has more than 40 years of railroad industry experience. Most recently, he was President and Chief Executive Officer of CSX since January 2003.
Ward’s distinguished railroad career has included key executive positions in nearly all aspects of the Company’s business, including salesBright Rail Energy. Before heading Bright Rail, he was Executive Vice President, Sales and marketing, operationsMarketing with Canadian National Railway Company. At Canadian National, Mr. Foote also served as Vice President – Investor Relations and finance.
Vice President Sales and Marketing – Merchandise.
Fredrik J. Eliasson, 44Frank A. Lonegro, 49
Executive Vice President and Chief Financial Officer

EliassonLonegro has served as Executive Vice President and Chief Financial Officer of CSX since 2012 and is responsible for management and oversight ofSeptember 2015. In this capacity, he directs all financial aspects of the company’s business, including financial and strategic planning activities, includingeconomic analysis, accounting, financial planning, tax, treasury and investor relations. He also oversees the Company's business risk management processes, including the insurance function.purchasing activities.

DuringIn his 19-year tenure17 years with the Company, heCSX, Mr. Lonegro has also served as Vice President Internal Audit, President of SalesCSX Technology, Vice President Mechanical and Marketing for CSX's chemicalsVice President Service Design. Additionally, he led development and fertilizer business,implementation of Positive Train Control, an advanced train control system, to further enhance the Company’s safety performance.
Edmond L. Harris, 68
Executive Vice President of Emerging Markets,Operations

Harris has served as CSX's Executive Vice President of Commercial Finance,Operations since January 2018. In this role, he is responsible for mechanical, engineering, transportation and network operations.

Mr. Harris has more than 40 years of railroad industry experience. Most recently, Mr. Harris served as a senior advisor to Global Infrastructure Partners, an independent fund that invests in infrastructure assets worldwide; Chairman of Omnitrax Rail Network; and Board Director for Universal Rail Services. His previous experience also includes having served as Chief Operations Officer at Canadian Pacific, and subsequently, a member of the Board. He also served as Executive Vice President of Financial Planning and Analysis.Operations at Canadian National.


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CSX CORPORATION
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Name and AgeBusiness Experience During Past Five Years
Oscar Munoz, 56Nathan D. Goldman, 60
Executive Vice President and Chief OperatingLegal Officer, Corporate Secretary
MunozGoldman has been theserved as Executive Vice President and Chief OperatingLegal Officer, of CSXT since January 2012. He manages all aspects of the Company's operations across its 21,000 route-mile rail network, including transportation, service design, customer service, engineering, mechanical and technology. During his eleven-year tenure with the Company, he has also served as CSX’s Executive Vice President and Chief Financial Officer.

Munoz brings to the Company more than 25 years of experience from a variety of industries. Before joining CSX in 2003, Munoz served as Chief Financial Officer and Vice President of AT&T Consumer Services. He also has held key executive positions with other consumer products companies, including the Coca-Cola Company and Pepsico Corporation.
Clarence W. Gooden, 63
Executive Vice President of Sales and Marketing and Chief Commercial Officer
Gooden has been the Executive Vice President and Chief Commercial Officer of CSX since April 2004. He is responsible for generating customer revenue, forecasting business trends and developing CSX’s model for future revenue growth.
An employee of the Company for 44 years, Gooden has held key executive positions in both operations and sales and marketing.
 Ellen M. Fitzsimmons, 54
Executive Vice President of Law and Public Affairs, General Counsel and Corporate Secretary
 Fitzsimmons has been the Executive Vice President of Law and Public Affairs, General Counsel, and Corporate Secretary of CSX since December 2003.  She serves asOctober 2017. In this role he directs the Company’s Chief Legal Officer and oversees allcompany’s legal affairs, government relations, and public affairs activities as well as internal audit and other risk management, public safety, environmental, and audit functions.

During her 23-year tenurehis nearly 15 years with the Company, her broad responsibilities have included key rolesMr. Goldman has previously served as Vice President of Risk Compliance and General Counsel and has overseen work in majorcompliance, risk management and corporate governance-related areas.safety programs.

 Lisa A. Mancini, 55Mark K. Wallace, 48
SeniorExecutive Vice President and Chief Administrative Officer

ManciniWallace has been Seniorserved as Executive Vice President and Chief Administrative Officer of CSX since January 2009. She2018, after having joined the Company in March 2017 as Executive Vice President of Corporate Affairs and Chief of Staff to the CEO. In his current role, Mr. Wallace is responsible for employee compensation and benefits,human resources, labor relations, employee staffinginformation technology, corporate communications, investor relations and development activities, purchasing,the real estate and facilities management.  She previously served as Vice President-Strategic Infrastructure Initiatives from 2007 to 2009 and, prior to that, Vice President – Labor Relations.functions.

Prior to joining CSX, in 2003, Mancinihe served as Chief Operating Officerthe Vice President of Corporate Affairs at Canadian Pacific Railway Limited with responsibility for the San Francisco Municipal Railway.
corporate communications and public affairs, investor relations, facilities and real estate functions. Prior to his time at Canadian Pacific, Mr. Wallace spent more than 15 years in various senior management positions with Canadian National Railway Company.
Carolyn T. Sizemore, 52Andrew L. Glassman, 48
Vice President and Controller
SizemoreGlassman has served as Vice President and Controller of CSX since April 2002. SheMay 2017. He is responsible for financial and regulatory reporting, tax, freight billing and collections, payroll, accounts payable and various other accounting processes.
 
Sizemore’s responsibilities during her 25-yearDuring his 14-year tenure with the Company, have included roles in financeMr. Glassman previously served as Vice President of Strategic Planning, Vice President of Commercial Finance, Vice President of Operations Finance, Assistant Vice President of Intermodal Marketing and audit-related areas including a varietyAssistant Vice President of positions in accounting, finance strategies, budgetsFinancial Planning and performance analysis.
Analysis.







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CSX CORPORATION
PART II


Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information
CSX’s common stock is listed on the NYSE,Nasdaq Global Select Market, which is its principal trading market, and is traded over-the-counter and on exchanges nationwide. The official trading symbol is “CSX.” 

Description of Common and Preferred Stock
A total of 1.8 billion shares of common stock are authorized, of which 991,590,969889,851,090 shares were outstanding as of December 2014.31, 2017. Each share is entitled to one vote in all matters requiring a vote of shareholders.  There are no pre-emptive rights, which are privileges extended to select shareholders that would allow them to purchase additional shares before other members of the general public in the event of an offering. At January 23, 2015,31, 2018, the latest practicable date that is closest to the filing date, there were 31,68427,624 common stock shareholders of record. The weighted average of common shares outstanding, which was used in the calculation of diluted earnings per share, was approximately 1 billion 914 millionas of December 26, 2014.31, 2017. (See Note 2, Earnings Per Share.) A total of 25 million shares of preferred stock is authorized, none of which is currently outstanding.

The following table sets forth, for the quarters indicated, the dividends declared and the high and low share prices of CSX common stock.

Quarter  Quarter  
1st 2nd 3rd 4th Year1st 2nd 3rd 4th Year
2014
20172017
Dividends$0.15
 $0.16
 $0.16
 $0.16
 $0.63
$0.18
 $0.20
 $0.20
 $0.20
 $0.78
Common Stock Price  
High$29.45
 $31.09
 $32.66
 $37.99
 $37.99
$50.31
 $55.06
 $55.48
 $58.35
 $58.35
Low$25.84
 $27.14
 $29.07
 $29.75
 $25.84
$35.59
 $46.04
 $47.99
 $48.26
 $35.59
         
2013
20162016
Dividends$0.14
 $0.15
 $0.15
 $0.15
 $0.59
$0.18
 $0.18
 $0.18
 $0.18
 $0.72
Common Stock Price  
High$24.67
 $26.36
 $26.90
 $28.56
 $28.56
$27.27
 $27.97
 $30.11
 $37.42
 $37.42
Low$19.36
 $22.40
 $22.89
 $25.04
 $19.36
$21.33
 $24.36
 $24.43
 $29.39
 $21.33


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CSX CORPORATION
PART II


Stock Performance Graph
The cumulative shareholder returns, assuming reinvestment of dividends, on $100 invested at December 31, 20092012 are illustrated on the graph below. The Company references the Standard & PoorPoor's 500 Stock Index (“S&P 500”500 ®”), which is a registered trademark of the McGraw-Hill Companies, Inc., and the Dow Jones U.S. Transportation Average Index, which provide comparisons to a broad-based market index and other companies in the transportation industry.  As shown in the graph, CSX's five-year stock returns significantly outpaced those of the S&P 500.
 

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CSX Purchases of Equity Securities
CSX is required to disclose any purchases of its own common stock for the most recent quarter. CSX purchases its own shares for two primary reasons: (1) to further its goals under its share repurchase program and (2) to fund the Company’s contribution required to be paid in CSX common stock under a 401(k) plan that covers certain union employees.

InShare repurchases under the $2 billion program announced in April 2013,2015 were completed in April 2017. The Company subsequently announced a $1 billion share repurchase program in April 2017, with additional authority of $500 million added in July 2017. Repurchases under that program were completed on October 2, 2017, and the Company announced a new $1$1.5 billion share repurchase program which is expected to be completed by April 2015. on October 25, 2017.

During 2017, 2016, and 2015, CSX repurchased the following shares:
 Fiscal Years
 2017 2016 2015
Shares Repurchased (Units in Millions)
39
 38
 26
Cost of Shares (Dollars in Millions)
$1,970
 $1,056
 $804

Management's assessment of market conditions and other factors guidesguide 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 2014Shares are retired immediately upon repurchase. In accordance with the Equity Topic in the Accounting Standards Codification ("ASC"), the excess of repurchase price over par value is recorded in retained earnings. Generally, retained earnings are only otherwise impacted by net earnings and 2013, CSX repurchased $517 million, or 17 million shares, and $353 million, or 14 million shares, respectively, of common stock under this program.    dividends.

Share repurchase activity of $129$207 million for the fourth quarter 20142017 was as follows:
CSX Purchases of Equity Securities for the Quarter  
CSX Purchases of Equity Securities for the QuarterCSX Purchases of Equity Securities for the Quarter
Fourth Quarter (a)
Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Total Number of Shares Purchased 
 Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(a)
 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Beginning Balance    $259,283,292
    $7,696,097
     
October1,294,275
$32.09
1,293,900
 217,766,633
     
November1,165,600
35.61
1,165,300
 176,267,691
     
December1,258,600
36.26
1,258,600
 130,625,331
     
October 1 - October 31, 2017165,307
 $53.59
142,982
 1,500,000,000
November 1 - November 30, 20171,560,559
 50.17
1,560,559
 1,421,712,580
December 1 - December 31, 20172,261,847
 55.64
2,189,313
 1,299,953,624
Ending Balance3,718,475
$34.61
3,717,800
 $130,625,331
3,987,713
 $53.41
3,892,854
 $1,299,953,624
(a) Fourth quarter 2014 consisted of the following fiscal periods: October (September 27, 2014 - October 24, 2014), November (October 25, 2014 - November 21, 2014), and December (November 22, 2014 - December 26, 2014).

(b) The difference of 67594,859 shares between the "Total Number of Shares Repurchase"Purchased" and the "Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs" for the quarter represents shares purchased to fund the Company's contribution to a 401(k) plan that covers certain union employees.












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CSX CORPORATION
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Item 6.  Selected Financial Data
Selected financial data related to the Company’s financial results for the last five fiscal years are listed below.
  Fiscal Years Fiscal Years
(Dollars and Shares in Millions, Except Per Share Amounts)(Dollars and Shares in Millions, Except Per Share Amounts) 2014 2013 2012 2011 2010(Dollars and Shares in Millions, Except Per Share Amounts)2017 2016 2015 2014 2013
Financial PerformanceFinancial Performance          Financial Performance         
Revenue $12,669
 $12,026
 $11,763
 $11,795
 $10,636
Revenue$11,408
 $11,069
 $11,811
 $12,669
 $12,026
Expense 9,056
 8,553
 8,299
 8,325
 7,565
Expense7,741
 7,680
 8,227
 9,056
 8,553
Operating Income $3,613
 $3,473
 $3,464
 $3,470
 $3,071
Operating Income$3,667
 $3,389
 $3,584
 $3,613
 $3,473
Net Earnings from Continuing Operations 1,927
 1,864
 1,863
 1,854
 1,563
          
Adjusted Operating Income(a)
$3,850
 $3,389
 $3,584
 $3,613
 $3,473
Net Earnings from Continuing Operations(b)
Net Earnings from Continuing Operations(b)
5,471
 1,714
 1,968
 1,927
 1,864
Adjusted Net Earnings from Continuing Operations(a)
Adjusted Net Earnings from Continuing Operations(a)
2,097
 1,714
 1,968
 1,927
 1,864
Operating Ratio 71.5% 71.1% 70.6% 70.6% 71.1%Operating Ratio67.9% 69.4% 69.7% 71.5% 71.1%
          
Adjusted Operating Ratio(a)
66.3% 69.4% 69.7% 71.5% 71.1%
Net Earnings Per Share:Net Earnings Per Share:          Net Earnings Per Share:         
From Continuing Operations, Basic $1.93
 $1.83
 $1.80
 $1.71
 $1.37
From Continuing Operations, Basic(b)
$6.01
 $1.81
 $2.00
 $1.93
 $1.83
From Continuing Operations, Assuming Dilution 1.92
 1.83
 1.79
 1.70
 1.35
From Continuing Operations, Assuming Dilution(b)
5.99
 1.81
 2.00
 1.92
 1.83
          
Adjusted From Continuing Operations, Assuming Dilution(a)
2.30
 1.81
 2.00
 1.92
 1.83
Average Common Shares OutstandingAverage Common Shares Outstanding          Average Common Shares Outstanding         
Basic 1,001
 1,019
 1,038
 1,083
 1,143
Basic911
 947
 983
 1,001
 1,019
Assuming Dilution 1,002
 1,019
 1,040
 1,089
 1,154
Assuming Dilution914
 948
 984
 1,002
 1,019
Financial PositionFinancial Position          Financial Position         
Cash, Cash Equivalents and Short-term Investments $961
 $1,079
 $1,371
 $1,306
 $1,346
Cash, Cash Equivalents and Short-term Investments$419
 $1,020
 $1,438
 $961
 $1,079
Total Assets 33,053
 31,782
 30,723
 29,491
 28,026
Total Assets35,739
 35,414
 34,745
 32,747
 31,462
Long-term Debt 9,514
 9,022
 9,052
 8,734
 8,051
Long-term Debt11,790
 10,962
 10,515
 9,349
 8,857
Shareholders' Equity 11,176
 10,504
 9,136
 8,598
 8,798
Shareholders' Equity14,721
 11,694
 11,668
 11,176
 10,504
Dividend Per Share $0.63
 $0.59
 $0.54
 $0.45
 $0.33
Dividend Per Share$0.78
 $0.72
 $0.70
 $0.63
 $0.59
Additional DataAdditional Data          Additional Data         
Capital Expenditures (a)
 $2,449
 $2,313
 $2,341
 $2,297
 $1,840
Capital Expenditures$2,040
 $2,705
 $2,562
 $2,449
 $2,313
Employees -- Annual Averages 31,511
 31,254
 32,120
 31,344
 30,066
Employees -- Annual Averages (estimated)
25,230
 27,350
 31,285
 31,511
 31,254
Employees -- Year-end Count (estimated)
24,006
 26,628
 29,410
 32,287
 31,413
(a)Capital expenditures include investments related to reimbursable public-private partnerships. These partnership investments of $8 million, $40 million, $166 million, $102 million and $15 million in 2014, 2013, 2012, 2011 and 2010, respectively, are projects that are partially or wholly reimbursed to CSX through either government grants or other funding sources such as cash received from a property sale.  These reimbursements may not be fully received in a given year; therefore, the timing of receipts may differ from the timing of the investment.  See the capital expenditures table on page 38 for additional information.
(a) CSX’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are presented in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
(b) These results include a $3.6 billion, or $3.91 per share, net tax reform benefit. See further discussion in Note 11, Income Taxes.


Certain prior year data has been reclassified to conform to the current presentation.

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Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

STRATEGIC OVERVIEW

TERMS USED BY CSX provides rail-based

When used in this report, unless otherwise indicated by the context, these terms are used to mean the following:

Car hire - A charge paid by one railroad for its use of cars belonging to another railroad or car owner.
Class I freight transportation servicesrailroad - One of the largest line haul freight railroads as determined based on operating revenue; the exact revenue required to be in each class is periodically adjusted for inflation by the Surface Transportation Board. Smaller railroads are classified as Class II or Class III.
Common carrier mandate - A federal mandate that requires U.S. railroads to accommodate reasonable requests from shippers to carry any freight, including traditionalhazardous materials.
Demurrage - A charge assessed by railroads for the use of rail cars by shippers or receivers of freight beyond a specified free time.
Department of Transportation ("DOT") - A U.S. Government agency with jurisdiction over matters of all modes of transportation.
Depreciation study - A periodic statistical analysis of fixed asset service the transportlives, salvage values, accumulated depreciation, and other factors for group assets along with a comparison of similar asset groups at other companies conducted by a third-party specialist.
Double-stack - Stacking containers two-high on specially equipped cars.
Drayage - The pickup or delivery of intermodal containersshipments by truck.
Federal Railroad Administration ("FRA") - The branch of the DOT that is responsible for developing and trailers as well asenforcing railroad safety regulations, including safety standards for rail infrastructure and equipment.
Free cash flow - The calculation of a non-GAAP measure by using net cash provided by operating activities and adjusting for property additions and certain other investing activities. Free cash flow is a measure of cash available for paying dividends, share repurchases and principal reduction on outstanding debt.
Group-life method - A type of depreciation in which assets with similar useful lives and characteristics are aggregated into groups. Instead of calculating depreciation for individual assets, depreciation is calculated for each group.
Incidental revenue - Revenue for switching, demurrage, storage, etc.
Intermodal - A flexible way of transporting freight over water, highway and rail without being removed from the original transportation services such as rail-to-truck transfersequipment, namely a container or trailer.
Mainline - The main track thoroughfare, exclusive of terminals, yards, sidings and bulk commodity operations with its approximately 32,000 dedicated employees.turnouts.
Revenue adequacy - The Company and the rail industry provide customers with access to an expansive and interconnected transportation network that playsachievement of a key role in North American commerce and is criticalrate of return on investment at least equal to the economic success and improved global competitivenesscost of investment capital, as measured by the United States. This improved competitiveness is driven by lower natural gas prices, increased foreign labor costs and supply chain factors.STB.

The rail industry benefits from this improved global competitiveness, continued economic growth and the shift towards more rail-based solutions. U.S. demand to move more goods by rail is expected to rise and freight railroads provide the most environmentally efficient and economical means to meet this growing demand. CSX can move a ton of freight about 450 miles on one gallon of diesel fuel, as trains are four times more fuel efficient than trucks on average. Shipping freight by rail also alleviates highway congestion, eases air pollution and saves energy.

CSX's network reaches nearly two-thirds of the U.S. population, which accounts for the majority of the nation's consumption of goods. Through this network, the Company transports a diverse portfolio of commodities and products to meet the country's needs. These products range from agricultural goods, such as grains, to chemicals, automobiles, metals, building materials, paper, consumer products, and energy sources like coal, ethanol and crude oil. The Company categorizes these products into three primary lines of business: merchandise, intermodal and coal. CSX's transportation solutions connect industries and population centers across the United States with each other and with global markets through access to over 70 port facilities whereby meeting the transportation needs of energy producers, manufacturers, industrial producers, construction companies, farmers and feed mills, wholesalers and retailers and the United States Armed Forces.

Operating Initiatives
To support long-term growth, CSX isScheduled railroading - An operating model focused on meeting customers’ needs while improving profitability.  Several key operating initiatives have been implemented over the past several years that laydeveloping and strictly maintaining a foundation for meeting these objectives. The overall goal is sustained high customerscheduled service levels, which is in part achieved through a relentless focusplan with an emphasis on using advanced network modeling analytics and tools to create a disciplined, scheduled approach to designing and running CSX's network.  The Company continues to identify the most efficient, cost-effective routes for CSXT customers' traffic while providing timely service with the fewest handlings and car miles possible.optimizing assets.

Through the Service Excellence initiative, CSX is building a culture that engages all employees and focuses on the value delivered to customers through improved service.  This initiative increases employee communication and dialogue to help identify and resolve customer issues at the lowest level, improving the customer experience and allowing CSX to grow the business.  This process involves engagement from all operating employees, as well as collaboration with sales and marketing employees and, ultimately, with the Company’s customers. Higher levels of customer service and satisfaction support CSX’s ability to profitably grow the business by increasing customer retention, price sustainability and asset utilization.


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In addition, Total Service Integration (“TSI”) is intendedShipper - A customer shipping freight via rail.
Siding - Track adjacent to align operating capabilitiesthe mainline used for passing trains.
Staggers Act of 1980 - Congressional law which significantly deregulated the rail industry, replacing the regulatory structure in existence since the 1887 Interstate Commerce Act. Where previously rates were controlled by the Interstate Commerce Commission, the Staggers Act allowed railroads to establish their own rates for shipments, enhancing their ability to compete with customers' needs to reduce loading and unloading times and create more capacity.  TSI was first implemented onother modes of transportation.
Surface Transportation Board ("STB") - An independent governmental adjudicatory body administratively housed within the unit train network, where it has successfully increased the average number of cars per train and improved asset utilization.  CSX is implementing TSIDOT, responsible for the carload network, which focuses on improvingeconomic regulation of interstate surface transportation within the “firstUnited States.
Switching - Putting cars in a specific order, placing cars for loading, retrieving empty cars or adding or removing cars from a train at an intermediate point. 
Terminal - A facility, typically owned by a railroad, for the handling of freight and last mile” service experience for carload customers, providing a more consistentthe breaking up, making up, forwarding and reliable service product. The carload networkservicing of trains.
TTX Company ("TTX") - A Company that provides its owner-railroads with standardized fleets of intermodal, automotive and general use railcars at time and mileage rates. CSX owns about 20 percent of TTX's common stock, and the remainder is connectedowned by the other leading North American railroads and their affiliates.
Turnout - A track that diverts trains from one track to moreanother. 
Yard - A system of tracks, other than 5,000 customer facilitiesmain tracks and has a high degree of variability each day. New tools and technology are allowing the company to more effectively communicate with customers, not only providing the service the Company has promised to deliver but proactively notifying the customer of service status. Applying TSI to the carload network will improve service consistencysidings, used for each merchandise shipper.

Finally, Enterprise Asset Management (“EAM”) focuses on improving the utilization of the company’s most critical assets, namely, crews, locomotives,making up trains, storing cars and track infrastructure. Projects are currently in place to deploy technology, improve processes and reduce unproductive time. Because the railroad is an asset intensive industry, EAM helps reduce the overall expense associated with asset ownership by monitoring the overall condition of equipment, helping proactively schedule maintenance, increasing utilization and also effectively managing the investment required for new or replacement assets. By improving asset utilization, CSX expects to sustain long-term operating efficiencies and reduce future capital expenditures associated with asset replacement.

In summary, these initiatives are designed to improve service levels in a cost effective manner and enhance the reliability of rail transportation. These improvements to operational processes, customer communication and service are better aligning CSX's operating capabilities with customers' needs and are enabling the Company to capitalize on the growth opportunities described below.other purposes.

Strategic Growth Opportunities
Intermodal
CSX’s intermodal business is an economical and environmentally friendly alternative to transporting freight on highways via truck. CSX’s intermodal network connects all major population centers east of the Mississippi River and is over 90% cleared for the use of double-stack (two containers high) intermodal movements. This positions the Company to capture a significant share of the incremental domestic intermodal market opportunity, estimated at nine million truckloads in the eastern United States that move over 550 miles. The Company’s highway-to-rail initiatives assist in capturing this traffic and also help customers identify conversion opportunities for both domestic moves and the U.S. portion of international moves.

CSX is also building new terminals and increasing network capacity to broaden its market presence in key growth areas. The Company's Northwest Ohio intermodal terminal, which started operations in 2011 and was expanded in 2014, is part of the National Gateway Initiative discussed below. This high-capacity terminal expands service offerings to customers, improves market access to and from east coast ports, reduces interchanges in Chicago and enhances the fluidity of the network. During 2014, the Company opened terminals in Winter Haven, FL and Quebec, Canada. The Company expects to begin construction on a new terminal near Pittsburgh, PA in 2015 enhancing the Company’s intermodal reach and supporting future growth.


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Illinois Basin Coal Shift
Energy markets have shifted over the past few years and continue to evolve. In spite of declines in domestic utility coal consumption over the last few years, CSX coal volumes have recently grown as a result of colder winter weather. In the longer term, downward pressure on domestic coal volumes could resume as the result of increasingly stringent proposed environmental regulations and continued low natural gas prices. In addition, mining economics are causing a shift from Central Appalachian coal to thermal coal in the Illinois Basin and the Powder River Basin. To capitalize on these shifts, CSX continues to enhance its network to support these changes, such as adding sidings (track which enables trains on the same line to pass) and increasing yard capacity.

Export Coal
CSX export coal volume and pricing is subject to a high degree of volatility as a result of changes in the global economy, competition from foreign coal producers and regulatory shifts. Over the past few years, CSX has capitalized on the global coal demand in both steel manufacturing and power generation. Currently, both global thermal and metallurgical coal prices are low due to oversupply, but CSX sees long-term growth in global demand as developing countries become more urbanized. The Company remains opportunistic based on the global markets and the resulting level of demand. In addition to the Company’s ready access to large U.S. coal suppliers and multiple port facilities, CSX expects to continue to enhance the operating efficiency of its export coal network which will favorably position the Company to capitalize on growth as it is made available.

New Energy Markets
The ongoing surge in shale drilling for the extraction of oil and natural gas has created the opportunity for CSX to serve new energy markets such as crude oil, liquefied petroleum gases (“LPG”), frac sand and other related materials. For example, CSX is capitalizing on the opportunity to move the growing supply of crude oil from the new domestic oil fields, particularly those located in the Bakken Shale region of North Dakota, to customers at eastern refineries. This service also provides greater flexibility in source locations as compared to pipelines.

CSX’s LPG market is also benefiting from drilling in Ohio, Pennsylvania and West Virginia within the Utica shale region. Midstream energy companies, which are involved in the transportation, storage and wholesale of refined petroleum products, are taking advantage of the abundance of inexpensive wet gas with newly constructed gas processing plants (or “fractionators”) in the region. Rail will also play a vital role in moving LPG products from the fractionators to the market.

CSX’s frac sand market (a key input in the drilling process) has also expanded rapidly over the last few years. The Company has invested in new operating capacity, such as railcars and terminals, to accommodate this growth, which has been concentrated mainly in the region of the Utica shale and the western Marcellus shale (which covers most of western Pennsylvania and northern West Virginia). The CSX network not only provides access to many frac sand transload terminals located near the drilling activity but also offers the advantage of CSX-direct routes from several key sand producing regions to the frac sand terminals.

Over the longer term, the improved energy supply outlook for the U.S. will create a sustainable competitive advantage for domestic chemical producers and generate additional growth opportunities for rail. Since natural gas is the primary component in the production of a wide range of petrochemicals, the supply growth and the resulting lower prices have now placed the U.S. amongst the lowest cost production regions in the world. This increased competitiveness is sparking significant investment in new U.S. chemical industry capacity for the first time in more than a decade. CSX is well-positioned to participate in this growing chemical business over the next several years.


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Public-Private Partnerships
Expanding capacity on U.S. rail networks provides substantial public benefits including job creation, increased business activity at U.S. ports, reduced highway congestion and lower air emissions. Therefore, CSX and its government partners are jointly working to invest in multi-year rail infrastructure projects such as the National Gateway. This initiative is a public-private partnership which will increase intermodal capacity and create substantial environmental and efficiency advantages by clearing key corridors between mid-Atlantic ports and the Midwest for double-stack intermodal trains.

As part of the National Gateway project, CSX expects to break ground on the modernization of the Virginia Avenue Tunnel in Washington, D.C. in 2015.This project will improve the flow of freight traffic through the District of Columbia and will eliminate a rail-traffic bottleneck that also impacts commuter and passenger trains in the region. The new structure will provide double-stack train clearances in Maryland, West Virginia and the District of Columbia. Going forward, CSX will continue to explore other opportunities to partner with the public sector to maximize the many public benefits of freight rail.

Balanced Approach to Cash Deployment
CSX remains highly committed to delivering value to shareholders through a balanced approach to deploying cash that includes investments in the business, dividend growth and share repurchases. In 2014, the Company invested $2.4 billion to further enhance the capacity, quality, safety and flexibility of its network. In addition, CSX continues to return value to its shareholders in the form of dividends and share repurchases. During 2014, the Company announced a 7 percent increase in the quarterly cash dividend to $0.16 per common share. The Company has increased its quarterly cash dividend 12 times over the last nine years which represents a 27 percent compounded annual growth rate. Also in 2014, CSX continued share repurchases under its $1 billion program which began in 2013 and is expected to be completed in 2015 based on market and business decisions. CSX repurchased $517 million, or 17 million shares, during 2014 under this program. Since 2006, CSX has repurchased 493 million shares (adjusted for stock splits) for $8.8 billion, which represents about one-half of total shares outstanding. As part of this balanced approach, the Company is committed to maintaining a credit profile consistent with a BBB+ rating by Standard & Poor’s and a Baa1 rating by Moody’s Investment Services.

Summary
These operating initiatives, strategic growth areas, long-term investments and shareholder returns discussed above provide a foundation for volume growth, productivity improvement, enhanced customer service and continued advancements in the safety and reliability of operations. To continue these types of investments, the Company must be able to operate in an environment in which it can generate adequate returns and drive shareholder value. CSX will continue to advocate for a fair and balanced regulatory environment to ensure that the value of the Company's rail service would be reflected in any potential new legislation or policies.


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20142017 HIGHLIGHTS

• Revenue of $12.7$11.4 billion increased $643$339 million or 5% year over year driven by 6% volume growth across nearly all markets.three percent versus the prior year.

• Expenses of $9.1$7.7 billion increased $503$61 million or 6%one percent year over year primarily as a result of volume-related costs, inflation and network performance costs.year.

• Operating income of $3.6$3.7 billion increased $140$278 million or 4%.eight percent year over year.

• Operating ratio of 71.5% increased 4067.9 percent improved 150 basis points from 71.1%.69.4 percent.

Earnings per diluted share of $1.92$5.99 increased $0.09$4.18 or 5%.231 percent year over year.

    

 Fiscal Years
(in Thousands)2014 2013 2012
Volume6,922
 6,539
 6,409
      
(in Millions)     
Revenue$12,669
 $12,026
 $11,763
Expense9,056
 8,553
 8,299
Operating Income$3,613
 $3,473
 $3,464
Operating Ratio71.5% 71.1% 70.6%
      
Earnings per diluted share$1.92
 $1.83
 $1.79
Tax Reform
With the enactment of the Tax Cuts and Jobs Act (the "Act") on December 22, 2017, the federal corporate income tax rate was reduced from 35% to 21% effective January 1, 2018. The Company's 2017 financial results included a $3.5 billion, or $3.81 per share, non-cash reduction in income tax expense, primarily resulting from revaluing the Company's net deferred tax liabilities to reflect the recently enacted lower tax rate effective January 1, 2018. Beginning in 2018, CSX expects its effective federal and state income tax rate to be approximately 25%.

The Company's affiliates also revalued their deferred tax liabilities to reflect the lower federal corporate tax rate, which resulted in the Company recognizing a benefit of $142 million, or $0.10 per share after-tax, in equity earnings of affiliates, which is included in operating income. (See additional discussion over income taxes in Note 11, Income Taxes and equity earnings of affiliates in Note 12, Related Parties and Affiliates.)

Restructuring Charge
The total restructuring charge of $325 million in 2017 includes costs related to the management workforce reduction, executive retirements, reimbursement arrangements, the proration of equity awards and other advisory costs related to the leadership transition during the year. The Company expects estimated pre-tax savings on both future earnings and cash flows resulting from this program to be approximately $200 million per year. (See additional discussion over the restructuring charge in Note 1, Nature of Operations and Significant Accounting Policies.)


For additional information, refer to Results of Operations discussed on pages 28 to 35.






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Free Cash Flow (Non-GAAP Measure)
Free cash flow is considered a non-GAAP financial measure under SEC Regulation G, Disclosure of Non-GAAP Measures. Management believes that free cash flow is useful to investors as it is important in evaluating the Company’s financial performance. More specifically, free cash flow measures cash generated by the business after reinvestment. This measure represents cash available for both equity and bond investors to be used for dividends, share repurchases or principle reduction on outstanding debt. Free cash flow should be considered in addition to, rather than a substitute for, cash provided by operating activities.  Free cash flow is calculated by using net cash from operations and adjusting for property additions and certain other investing activities.  As described below, free cash flow before dividends increased $24 million year over year to $919 million. The primary reason for the increase in free cash flow from the prior year is primarily due to the following:

Higher operating income of $140 million
Lower taxes paid of $83 million
Partially offsetting these increases were higher property additions of $136 million

The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure).   

 Fiscal Years
 2014 2013 2012
(Dollars in Millions)
Net cash provided by operating activities$3,343
 $3,267
 $2,946
Property additions (a)
(2,449) (2,313) (2,341)
Proceeds from property dispositions62
 53
 186
Other investing activities(37) (112) (70)
Free Cash Flow (before payment of dividends)$919

$895

$721

(a)Property additions include investments related to reimbursable public-private partnerships. These partnership investments of $8 million, $40 million and $166 million in 2014, 2013 and 2012 respectively, are projects that are partially or wholly reimbursed to CSX through either government grants or other funding sources such as cash received from a property sale.  These reimbursements may not be fully received in a given year; therefore the timing of receipts may differ from the timing of the investment. 


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RESULTS OF OPERATIONS

20142017 vs. 20132016 Results of Operations(a)
Fiscal Years    Fiscal Years     
2014 2013 
$
Change
 
%
Change
2017 2016 
$
Change
 
%
Change
 
(Dollars in Millions)               
Revenue$12,669
 $12,026
 $643
 5 %$11,408
 $11,069
 $339
 3 % 
Expense               
Labor and Fringe3,377
 3,138
 (239) (8)2,914
 3,159
 245
 8
 
Materials, Supplies and Other2,484
 2,275
 (209) (9)2,113
 2,092
 (21) (1) 
Depreciation1,315
 1,301
 (14) (1) 
Fuel1,616
 1,656
 40
 2
864
 713
 (151) (21) 
Depreciation1,151
 1,104
 (47) (4)
Equipment and Other Rents428
 380
 (48) (13)429
 465
 36
 8
 
Restructuring Charge325
 
 (325) 
 
Equity Earnings of Affiliates(219) (50) 169
 338
 
Total Expense9,056
 8,553
 (503) (6)7,741
 7,680
 (61) (1) 
Operating Income3,613
 3,473
 140
 4
3,667
 3,389
 278
 8
 
Interest Expense(545) (562) 17
 3
(546) (579) 33
 6
 
Debt Repurchase Expense
 (115) 115
 (100) 
Other Income - Net(24) 11
 (35) (318)21
 46
 (25) (54) 
Income Tax Expense(1,117) (1,058) (59) (6)
Income Tax Benefit (Expense)2,329
 (1,027) 3,356
 327
 
Net Earnings$1,927
 $1,864
 $63
 3
$5,471
 $1,714
 $3,757
 219
 
Earnings Per Diluted Share:               
Net Earnings$1.92
 $1.83
 $0.09
 5 %$5.99
 $1.81
 $4.18
 231 % 
Operating Ratio71.5% 71.1%   (40) bps
67.9% 69.4%   150
bps

Volume and Revenue (Unaudited)
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
 Volume Revenue Revenue Per Unit
 2014 2013 % Change 2014 2013 % Change 2014 2013 % Change
Agricultural      
  
Agricultural Products419
 390
 7 % $1,130
 $1,013
 12 % $2,697
 $2,597
 4 %
Phosphates and Fertilizers330
 327
 1
 534
 527
 1
 1,618
 1,612
 
Food and Consumer94
 96
 (2) 265
 269
 (1) 2,819
 2,802
 1
Industrial                 
Chemicals620
 532
 17
 2,178
 1,896
 15
 3,513
 3,564
 (1)
Automotive435
 432
 1
 1,213
 1,217
 
 2,789
 2,817
 (1)
Metals276
 262
 5
 701
 644
 9
 2,540
 2,458
 3
Housing and Construction                 
Forest Products307
 298
 3
 819
 775
 6
 2,668
 2,601
 3
Minerals293
 275
 7
 459
 432
 6
 1,567
 1,571
 
Waste and Equipment158
 150
 5
 309
 264
 17
 1,956
 1,760
 11
Total Merchandise2,932
 2,762
 6
 7,608
 7,037
 8
 2,595
 2,548
 2
Coal1,262
 1,195
 6
 2,849
 2,895
 (2) 2,258
 2,423
 (7)
Intermodal2,728
 2,582
 6
 1,790
 1,697
 5
 656
 657
 
Other
 
 
 422
 397
 6
 
 
 
Total6,922
 6,539
 6 % $12,669
 $12,026
 5 % $1,830
 $1,839
  %
(a) Prior to third quarter 2017, CSX followed a 52/53 week fiscal reporting calendar and 2016 included 53 weeks. All 2016 information presented in Results of Operations is on a 53-week basis, under GAAP.


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20142017 vs. 20132016 Results of Operations,continued
Revenue
Volume increased 6% year over year with growth across most markets. Revenue increased by 5% year over year driven by this broad-based volume growth.
Volume and Revenue (Unaudited) (a)
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
 Volume Revenue Revenue Per Unit
 2017 2016 % Change 2017 2016 % Change 2017 2016 % Change
                  
Chemicals672
 700
 (4)% $2,210
 $2,191
 1 % $3,289
 $3,130
 5%
Automotive457
 482
 (5)% 1,195
 1,261
 (5)% 2,615
 2,616
 %
Agricultural and Food Products454
 477
 (5)% 1,262
 1,286
 (2)% 2,780
 2,696
 3%
Minerals 
308
 310
 (1)% 477
 464
 3 % 1,549
 1,497
 3%
Fertilizers291
 300
 (3)% 466
 463
 1 % 1,601
 1,543
 4%
Forest Products264
 274
 (4)% 755
 773
 (2)% 2,860
 2,821
 1%
Metals and Equipment256
 259
 (1)% 703
 704
  % 2,746
 2,718
 1%
Total Merchandise2,702
 2,802
 (4)% 7,068
 7,142
 (1)% 2,616
 2,549
 3%
Coal855
 838
 2 % 2,107
 1,833
 15 % 2,464
 2,187
 13%
Intermodal2,843
 2,811
 1 % 1,799
 1,726
 4 % 633
 614
 3%
Other
 
  % 434
 368
 18 % 
 
 %
Total6,400
 6,451
 (1)% $11,408
 $11,069
 3 % $1,783
 $1,716
 4%

Merchandise
Agricultural
Agricultural Products - Volume growth was driven by increased shipments(a) Prior to third quarter 2017, CSX followed a 52/53 week fiscal reporting calendar and 2016 included 53 weeks. All 2016 information presented in Results of grain and ethanol. A combined record corn and soybean crop in 2013 led to higher grain shipments and reduced U.S. corn prices resulting in increased ethanol production in 2014.Operations is on a 53-week basis, under GAAP.

Phosphates and Fertilizers - Volume growth was driven by increased shipments of finished fertilizer products to replenish inventories and phosphate rock shipments due to capacity at a customer facility returning to normal levels.

Food and Consumer - Volume declined due to lower shipments of canned goods and rice. The decline in canned goods was driven by market losses, while rice shipments were lower as customers substituted lower-priced corn. This decline was partially offset by growth in alcoholic beverage shipments due to a customer’s gain in market share.

Industrial
Chemicals - Volume growth was driven by an increase in energy-related shipments that included crude oil, liquefied petroleum gas (LPG) and frac sand. The rise in crude oil shipments to East Coast refineries was due to increased supply of low-cost crude oil from shale drilling activity.
Automotive - Volume increased as North American light vehicle production grew, but rail equipment shortages due to network performance in early 2014 tempered this growth.

Metals - Volume growth was driven by an increase in sheet steel shipments due to growth in automotive production and market gains.

Housing and Construction
Forest Products -Volume increased due to increased shipments of building products and pulpboard. Building products was driven by the continued recovery in the residential housing market. Pulpboard shipments increased due to modal conversions and inventory replenishments that resulted from reduced production late last year.

Minerals - Volume growth was driven by increased shipments of aggregates (which include crushed stone, sand and gravel) and salt. Aggregates was driven by the continued recovery in construction activity, while salt shipments grew due to increased application of road salt and inventory replenishment as a result of the severe winter weather in early 2014.

Waste and Equipment - Volume increased due to growth in machinery shipments of wind energy components and municipal solid waste shipments from a new service offering to a customer location. This growth was partially offset by lower industrial waste shipments due to the completion of one-time remediation projects.


29


CSX CORPORATION
PART II


Coal
Domestic volumeRevenue
In 2017, revenue increased $339 million when compared to the previous year, primarily due to higher shipments attributable to higher natural gas prices, marketplacegains in export coal, price increases across nearly all other markets and fuel recovery, partially offset by the $178 million impact of an extra fiscal week in 2016 and lower merchandise volumes. Revenue per unit increased over prior year as pricing gains and utilities replenishing stockpiles.higher fuel recoveries were partially offset by unfavorable mix.

Merchandise
Chemicals - Volume declined, primarily due to sustained challenges in the Eastern crude-by-rail market. This decline offset an increase in shipments of frac sand and petroleum gases due to growth in drilling activity.

Automotive - Volume declined as North American vehicle production fell.

Agricultural and Food Products - Volume declined due to challenges in the export market as well as a large southeastern grain crop leading to local truck sourcing to feed mills.

Minerals - Volume slightly declined as short-term competitive losses were mostly offset by growth in construction project activity.

Fertilizers - Volume declined, primarily driven by the closure of a customer facility as well as Hurricane Irma’s impact on Central Florida phosphate operations.

Forest Products - Volume declined as the decrease in shipments of paper products as a result of mill closures and truck competition was partially offset by a decrease in export coalstrong pulp board volumes driven by e-commerce demand.

Metals and Equipment - Volume slightly declined as a resultnonrecurring 2016 benefit from large pipe projects was partially offset by increases in equipment moves.

Coal
Domestic - Utility coal volume declined 12 percent as the competitive loss of softeningshort-haul interchange traffic more than offset underlying growth at other utilities. Coke, Iron Ore and Other volume declined 13 percent, primarily in iron ore shipments, as a large customer temporarily halted its production.

Export -Volume increased 42 percent as global market conditions.supply levels and pricing conditions supported strong growth in U.S. coal exports.

Intermodal
Domestic volume increased - Volume declined 2 percent as a resultrationalization of low-density lanes and competitive losses more than offset growth with existing customers.

International - Volume was up 7 percent driven by competitive gains and strong performance with existing customers and continued success with highway-to-rail conversions. International volume alsoas eastern port volumes increased due to growth with customers in global container shipments moving to inland destinations..

Other
Other revenue increased $66 million versus prior year primarily due to higher incidental revenue associated with higher volume partially offset by declinea $58 million settlement in revenue from customers who2017 related to a customer that did not meet minimum contractual volumes.historical volume commitments and higher incidental charges.

CSX CORPORATION
PART II


Expense
In 2014,2017, total expenses increased $503$61 million, or 6%,one percent, compared to prior year. Descriptions of each expense category as well as significant year-over-year changes are described below.
 
Labor and Fringe expenses include employee wages and related payroll taxes, health and welfare costs, pension, other post-retirement benefits and incentive compensation. These expenses increased $239decreased $245 million primarily due to the following items:
Volume-relatedEfficiency and volume savings of $274 million were driven primarily by reductions in overall headcount and other effects of implementing scheduled railroading as well as the impacts of the 2017 restructuring initiative, slightly offset by higher volume-related costs.
Pension costs were $71decreased $66 million higher primarily due to increased workforce levelsadoption in 2017 of the spot rate approach for measuring service and interest costs, prior year contributions and other favorable plan experience.
The extra fiscal week in 2016 resulted in $51 million of additional cost compared to capture strong customer demand.2017.
Inflation was $67resulted in $152 million higher.
Labor costs were $49 million higher due to overtimeof additional cost driven by increased health and relief crews associated with weather disruptions earlier in the year and efforts to improve network performance.
An initial charge for $39 million was recognized in the fourth quarter of 2014 as a result of an initiative to reduce the management workforce.
Labor costs were $30 million higher due to an amended locomotive maintenance service agreement where CSX now provides oversight of the labor force. Outside service costs shifted from materials, supplies and other to labor and fringe. Overall expense is neutral for the year.
Other costs were $17 million lower primarily due to reduced pensionwelfare costs and incentive compensationwage increases.
Various other costs that reflect lower award payments.decreased $6 million.

Materials, Supplies and Other expenses consist primarily of contracted services to maintain infrastructure and equipment, terminal and coal pier services at automotive facilities and professional services. This category also includes costs related to materials, travel, casualty claims, environmental remediation, train accidents, property and sales tax, utilities and other items. Total materials, supplies and other expenses increased$209increased $21 million primarily driven by the following:
Prior yearReal estate gains were $14 million in 2017 compared to $115 million in 2016 related to the sale of an operating property and other related income. (See additional discussion of real estate gains were $85 million. No gains were recognized in the currentEquity Earnings of Affiliates section below.)
Inflation resulted in $37 million of additional cost.
Asset impairments of $25 million resulted from the discontinuation of certain in-progress projects as a result of transition to scheduled railroading.
Relocation costs increased $19 million, which includes the impact of the Company’s initiative to consolidate dispatchers.
Additional expense of $13 million resulted from train accidents during the year.
Volume-relatedEfficiency and volume savings of $152 million are primarily related to lower maintenance costs rose $58 million primarily due to increased resource levels in response tofrom the 6% volume growth to help capture strong customer demand.
Utilities, materials and foreign locomotive costs were $44 million higher in response to weather-related service challenges earlierreduction in the yearactive locomotive fleet, lower operating support costs and effortsa reduction in contingent workers.
Favorable judgments resulted in compensation to improve network performance.CSX for previously condemned properties, reflecting gains of $73 million.
Inflation was $39The extra week in 2016 resulted in $18 million higher.of additional cost compared to 2017.
Risk-relatedOther costs increased by $13$69 million due to higher derailments earliervarious non-significant items.

Depreciation expense primarily relates to recognizing the costs of a capital asset, such as locomotives, railcars and track structure, over its useful life. This expense is impacted primarily by the capital expenditures made each year. Depreciation expense increased $14 million due to a larger asset base, partially offset by $25 million of additional costs in 2016 from the year, which reflect the increase in the FRA train accident frequency rate.extra week compared to 2017.

30


CSX CORPORATION
PART II


Partially offsetting these increases was the amended locomotive maintenance agreement which shifted $30 million to labor and fringe as referenced above.

Fuel expense includes locomotive diesel fuel as well as non-locomotive fuel. This expense is largely driven by the market price and locomotive consumption of diesel fuel. Fuel expense decreased $40increased $151 million driven by the following:
AverageA 24 percent increase in the average fuel price per gallon, decreased $0.22from $1.48 to $2.95$1.84 per gallon versus the prior year, drove $154 million in increased fuel expense.
The extra week in 2016 resulted in $15 million of additional cost compared to 2017.
Other costs increased $12 million primarily due to increased fuel expense for non-locomotive fuel, partially offset by efficiency and volume savings.

Equipment and Other expenses include rent paid for freight cars owned by other railroads or private companies, net of rents received by CSXT for use of its equipment. This category of expenses also includes lease expenses for locomotives, railcars, containers and trailers, offices and other rentals. These expenses decreased $36 million driven by the following:
The extra week in 2016 resulted in $7 million of additional cost compared to 2017.
Other costs decreased $29 million primarily due to the reclassification of rental income from other non-operating to operating income in 2017, partially offset by inflation.

Restructuring Charge of $325 million includes costs related to restructuring activities in 2017, including the management workforce reduction, executive retirements, reimbursement arrangements, the proration of equity awards and other advisory costs related to the leadership transition.

Equity Earnings of Affiliates includes earnings from operating equity method investments. Equity earnings of affiliates increased $169 million primarily due to the following:
Tax reform resulted in a $142 million increase in earnings (primarily related to TTX and Conrail).
Real estate gains of $16 million were recognized on the sale of a property owned by one of the Company's equity affiliates.
Other increases were primarily due to increased equity earnings from affiliates, primarily TTX as a result of higher rental volumes and decreased costs.

Interest Expense includes interest on long-term debt, equipment obligations and capital leases. Interest expense decreased $33 million to $546 million due to lower average interest rates and $11 million of additional expense in 2016 related to the extra week, partially offset by higher average debt balances.

Debt Repurchase Expense includes costs associated with the extinguishment of debt. These costs
decreased $115 million due to the repurchase of notes in 2016 that did not repeat in the current year.

Other Income (Expense) - net includes investment gains and losses, certain non-operating equity earnings or losses and other non-operating activities. Other income decreased $25 million to $21 million primarily due to the reclassification of real estate activities from other non-operating to operating income in 2017.

Income Tax Benefit (Expense) decreased $3.4 billion from an expense of $1.0 billion in 2016 to a benefit of $2.3 billion in 2017 primarily due to a $3.5 billion non-cash reduction in income tax mostly resulting from the revaluation of the Company's net deferred tax liabilities to reflect the recently enacted 21 percent federal corporate tax rate. This reduction was partially offset by additional income tax expense resulting from increased earnings before income taxes.

Net Earnings increased $3.8 billion to $5.5 billion, and earnings per diluted share increased $4.18 to $5.99, due to the factors mentioned above, including the significant impact of tax reform. Lower average shares outstanding resulting from higher share repurchase activity had a positive impact on earnings per diluted share.


CSX CORPORATION
PART II


2016 vs. 2015 Results of Operations(a)
 Fiscal Years     
 2016 2015 $
Change
 %
Change
 
(Dollars in Millions)        
Revenue$11,069
 $11,811
 $(742) (6)% 
Expense        
Labor and Fringe3,159
 3,290
 131
 4
 
Materials, Supplies and Other2,092
 2,356
 264
 11
 
Depreciation1,301
 1,208
 (93) (8) 
Fuel713
 957
 244
 25
 
Equipment and Other Rents465
 456
 (9) (2) 
Equity Earnings of Affiliates(50) (40) 10
 25
 
Total Expense7,680
 8,227
 547
 7
 
Operating Income3,389
 3,584
 (195) (5) 
Interest Expense(579) (544) (35) (6) 
Debt Repurchase Expense(115) 
 (115) 
 
Other Income - Net46
 98
 (52) (53) 
Income Tax Expense(1,027) (1,170) 143
 12
 
Net Earnings$1,714
 $1,968
 $(254) (13) 
Earnings Per Diluted Share:        
Net Earnings$1.81
 $2.00
 $(0.19) (10)% 
Operating Ratio69.4% 69.7%   30
bps

(a) Prior to third quarter 2017, CSX followed a 52/53 week fiscal reporting calendar. Fiscal year 2016 included 53 weeks and fiscal year 2015 included 52 weeks. All 2016 information presented in Results of Operations is on a 53-week basis, under GAAP.


CSX CORPORATION
PART II


2016 vs. 2015 Results of Operations, continued
Volume and Revenue (Unaudited)(a) 
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
 Volume Revenue Revenue Per Unit
 2016 2015 % Change 2016 2015 % Change 2016 2015 % Change
Chemicals700
 726
 (4)% 2,191
 2,284
 (4)% 3,130
 3,146
 (1)%
Automotive482
 450
 7
 1,261
 1,175
 7
 2,616
 2,611
  %
Agricultural and Food Products477
 503
 (5) 1,286
 1,345
 (4) 2,696
 2,674
 1 %
Minerals310
 306
 1
 464
 459
 1
 1,497
 1,500
  %
Fertilizers300
 301
 
 463
 489
 (5) 1,543
 1,625
 (5)%
Forest Products274
 290
 (6) 773
 796
 (3) 2,821
 2,745
 3 %
Metals and Equipment259
 284
 (9) 704
 723
 (3) 2,718
 2,546
 7 %
Total Merchandise2,802
 2,860
 (2) 7,142
 7,271
 (2) 2,549
 2,542
  %
Coal838
 1,063
 (21) 1,833
 2,300
 (20) 2,187
 2,164
 1 %
Intermodal2,811
 2,838
 (1) 1,726
 1,762
 (2) 614
 621
 (1)%
Other
 
 
 368
 478
 (23) 
 
  %
Total6,451
 6,761
 (5)% $11,069
 $11,811
 (6)% $1,716
 $1,747
 (2)%

(a) Prior to third quarter 2017, CSX followed a 52/53 week fiscal reporting calendar. Fiscal year 2016 included 53 weeks and fiscal year 2015 included 52 weeks. All 2016 information presented in Results of Operations is on a 53-week basis, under GAAP.

CSX CORPORATION
PART II


Revenue
In 2016, revenue decreased $742 million, or six percent, due to a five percent decline in volume (including the $178 million positive impact of an extra week of volume) and a significant decline in fuel recoveries, partially offset by increased pricing.

Merchandise
Chemicals - Volume declined as energy market headwinds significantly reduced crude oil and frac sand shipments. This reduction was partially offset by the ramp up of a fly ash remediation project and a modest increase in core chemical markets.

Automotive - Volume increased as a result of strong North American light vehicle production and growth across several customers. Additionally, movement of trucks and SUVs continued to outpace passenger cars, consistent with customer buying patterns.

Agricultural and Food Products - Volume declined as the strong U.S. dollar continued to support import grain and a robust Southeastern crop spurred additional local truck sourcing, displacing grain shipments by rail. Additionally, ethanol market dynamics shifted to favor the Gulf region for storage and export, precluding CSX from participation in shipments from Western origins to the Gulf.

Minerals - Volume was up slightly due to strong gains in aggregates (which include crushed stone, sand and gravel), particularly for highway and non-residential construction in southern markets. The growth was partially offset by headwinds in salt and lime, reflecting mild winter weather and steel production challenges, respectively.

Fertilizers - Volume was flat as the strong U.S. dollar, which drove high levels of imported sulfur, displaced rail transport, and nitrogen demand fell in anticipation of further commodity price deterioration. This offset growth in phosphate rock, driven by operational efficiency that allowed for additional rail traffic conversion that would otherwise move by truck.

Forest Products - Volume declined as headwinds from electronic substitution and reduced paper products demand drove industry consolidation that reduced rail volume. Further, excess truck capacity in 2016 captured some volume that traditionally moved by rail.

Metals and Equipment - Volume was down as the strong U.S. dollar allowed for continued high levels of steel imports, which led to reduced domestic steel production, mill closures and the loss of associated rail moves. These declines were partially offset by strength in the wind-energy and power generation markets.

Coal
Domestic - Volume declined 23 percent as mild winter weather in the beginning of the year and low natural gas prices reduced utility coal burn rates and resulted in inflated coal stockpiles. Further, the weak domestic integrated steel market drove volume decreases in coke.

Export - Volume was down 15 percent in both metallurgical and thermal coal as a result of the strong U.S. dollar and global oversupply which impacted U.S. competitiveness in the world market, particularly in the first half of the year.


CSX CORPORATION
PART II


Intermodal
Domestic - Volume increased 4 percent as secular growth and new service offerings were partially offset by excess truck capacity headwinds and a short-haul competitive loss.

International - Volume declined 9 percent as headwinds from competitive losses more than offset moderate growth across other customers.

Other
Other revenue decreased $110 million versus prior year primarily due to payments received in 2015 from customers that did not meet volume commitments. Further decreases in incidental revenue as well as lower coal revenue from affiliates were partially offset by adjustments to revenue reserves.



CSX CORPORATION
PART II


Expense
In 2016, total expenses decreased $547 million, or seven percent, compared to prior year. Descriptions of each expense category as well as significant year-over-year changes are described below. Year-over-year changes related to the extra week are estimated incremental expenses of $116 million incurred for the week of December 24 through December 30, 2016.
Labor and Fringe expenses include employee wages and related payroll taxes, health and welfare costs, pension, other post-retirement benefits and incentive compensation. These expenses decreased $131 million due to the following items:
Efficiency savings of $249 million were driven by $112 million.
Improved efficiencylower T&E and operating support costs as a result of structural changes, reduced expenses by $19 million.crew training and the Company's train length initiative that began in the second quarter of 2015.
Volume-related costs were $99$116 million higher.lower.
Incentive compensation was $111 million higher reflecting the expected award payouts on existing plans.
Inflation resulted in $106 million of additional cost driven by increased health and welfare costs.
The extra week resulted in $51 million of additional cost.
Restructuring costs decreased $37 million due to the 2015 workforce reduction initiatives costs that nearly all occurred in 2015.
Various other costs increased $3 million.

Materials, Supplies and Other fuelexpenses consist primarily of contracted services to maintain infrastructure and equipment, terminal and coal pier services and professional services. This category also includes costs related to materials, travel, casualty claims, environmental remediation, train accidents, property and sales tax, utilities and other items. Total materials, supplies and other expenses decreased $264 million driven by the following:
Real estate gains increased $98 million primarily related to a current year gain of $115 million related to the sale of an operating property and other related income partially offset by a prior year real estate gain.
Efficiency savings of $95 million were $8primarily related to lower operating support costs driven by structural changes and broad cost containment.
Train accident and casualty costs were $70 million lower due to the continuing declines in the severity of train accidents as well as injuries.
Inflation resulted in $34 million of additional costs.
The extra week resulted in $18 million of additional cost.
Volume-related costs were $11 million lower.
Various other costs decreased $42 million.

Depreciation expense primarily relates to recognizing the costs of a capital asset, such as locomotives, railcars and track structure, over its useful life. This expense is impacted primarily by the capital expenditures made each year. Depreciation expense increased $47$93 million primarily due to a larger asset base.base and the $25 million impact of the extra week in 2016.


CSX CORPORATION
PART II


Fuel expense includes locomotive diesel fuel as well as non-locomotive fuel. This expense is largely driven by the market price and locomotive consumption of diesel fuel. Fuel expense decreased $244 million driven by the following:
Average fuel price per gallon decreased 18 percent, from $1.80 to $1.48 per gallon versus the prior year, which reduced expenses by $137 million.
Efficiency savings of $60 million were primarily related to locomotive fuel reduction technology and process improvement.
Volume-related costs were $58 million lower.
The extra week resulted in $15 million of additional cost.
Various other costs decreased $4 million.

Equipment and Other includesexpenses include rent paid for freight cars owned by other railroads or private companies, net of rents received by CSXT for use of its equipment. This category of expenses also includes lease expenses for locomotives, railcars, containers and trailers, offices and other rentals. These expenses increased $48$9 million driven by the following:
Car hire costs were $31 million higher due to volume, longer car cycle times and network performance.
Inflation resulted in $18 million of additional costscost primarily related to rates on automotive intermodal and coalfreight cars.
OtherVolume related costs were $14 million higher due primarily to growth in automotive volume.
The extra week resulted in $7 million of additional cost.
Efficiency savings of $23 million were due to improved $1car cycle times.
Net other costs decreased $7 million.

Interest expenseEquity Earnings of Affiliates increased $10 million primarily as a result of higher rental volumes and decreased $17costs at TTX.

Interest Expense increased $35 million to $545$579 million primarily due to higher average debt balances in addition to $11 million of additional expense related to the extra week in 2016, partially offset by lower average interest rates partially offset by higher average debt balances.rates.

Debt Repurchase Expense increased to $115 million due to the repurchase of certain notes that were expected to mature in 2017, 2018 and 2019.

Other (expense) incomeIncome (Expense) - net decreased $35$52 million to an expense of $24$46 million primarily due to an increase in estimateda prior year $59 million gain on a sale of non-operating easements and reimbursement of environmental cleanup costs of $17$21 million related to this sale. This decrease was partially offset by other non-operating activities as well as costsitems, none of $16 million associated with the early redemption of long-term debt.which were individually significant.

Income tax expensTax Expensee increased $59 decreased $143 million to $1.1$1.0 billion primarily due to higher earnings partially offset by favorable state legislative changes.lower earnings.

Net earningsincreasedEarnings $63decreased $254 million to $1.9$1.7 billion, and earnings per diluted share increased $0.09decreased $0.19 to $1.92$1.81 due to the factors mentioned above. Lower average shares outstanding also had a positive impact on earnings per diluted share.

31


CSX CORPORATION
PART II


2013 vs. 2012 Results of Operations
 Fiscal Years    
 2013 2012 
$
Change
 
%
Change
(Dollars in Millions)       
Revenue$12,026
 $11,763
 $263
 2 %
Expense       
Labor and Fringe3,138
 3,020
 (118) (4)
Materials, Supplies and Other2,275
 2,156
 (119) (6)
Fuel1,656
 1,672
 16
 1
Depreciation1,104
 1,059
 (45) (4)
Equipment and Other Rents380
 392
 12
 3
Total Expense8,553
 8,299
 (254) (3)
Operating Income3,473
 3,464
 9
 
Interest Expense(562) (566) 4
 1
Other Income - Net11
 73
 (62) (85)
Income Tax Expense(1,058) (1,108) 50
 5
Net Earnings$1,864
 $1,863
 $1
 
Earnings Per Diluted Share:       
Net Earnings$1.83
 $1.79
 $0.04
 2 %
Operating Ratio71.1% 70.6%   (50) bps

Volume and Revenue (Unaudited)
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
 Volume Revenue Revenue Per Unit
 2013 2012 % Change 2013 2012 % Change 2013 2012 % Change
Agricultural      
  
Agricultural Products390
 394
 (1)% $1,013
 $1,007
 1 % $2,597
 $2,556
 2 %
Phosphates and Fertilizers327
 321
 2
 527
 512
 3
 1,612
 1,595
 1
Food and Consumer96
 100
 (4) 269
 273
 (1) 2,802
 2,730
 3
Industrial              
  
Chemicals532
 471
 13
 1,896
 1,682
 13
 3,564
 3,571
 
Automotive432
 425
 2
 1,217
 1,154
 5
 2,817
 2,715
 4
Metals262
 263
 
 644
 635
 1
 2,458
 2,414
 2
Housing and Construction              
  
Minerals275
 270
 2
 432
 409
 6
 1,571
 1,515
 4
Waste and Equipment150
 138
 9
 264
 262
 1
 1,760
 1,899
 (7)
Forest Products298
 286
 4
 775
 722
 7
 2,601
 2,524
 3
Total Merchandise2,762
 2,668
 4
 7,037
 6,656
 6
 2,548
 2,495
 2
Coal1,195
 1,290
 (7) 2,895
 3,190
 (9) 2,423
 2,473
 (2)
Intermodal2,582
 2,451
 5
 1,697
 1,594
 6
 657
 650
 1
Other
 
 
 397
 323
 23
 
 
 
Total6,539
 6,409
 2 % $12,026
 $11,763
 2 % $1,839
 $1,835
  %


32


CSX CORPORATION
PART II


2013 vs. 2012 Results of Operations
Revenue
Volume increased 2% year-over-year as growth in merchandise and intermodal more than offset lower coal volume. Total revenue increased by 2% year-over-year driven by this volume growth, pricing gains across most markets offset by negative mix.

Merchandise
Agricultural

Agricultural Products - Volume declined due to a reduction in shipments of feed grain and ethanol. Feed grain shipments were impacted by low supplier inventories caused by 2012’s drought and increased competition from imports. Ethanol shipments declined as a result of increased competition from imports, lower production and competitive losses.

Phosphates and Fertilizers - Volume growth was driven by the reopening of a customer mine that led to more short haul phosphates shipments that were previously sourced from an origin not located on CSX’s network.

Food and Consumer - Volume declined due to a reduction in shipments of refrigerated products and alcoholic beverages. The decline in refrigerated products volume was driven by lower potato shipments as a result of more normalized production levels compared to the above-average yields in the prior year, while the decline in alcoholic beverages was primarily driven by a consolidation within a customer’s distribution network that resulted in lower shipments for CSX.


Industrial
Chemicals - Volume growth was driven by an increase in energy-related shipments that included crude oil, liquefied petroleum gas ("LPG") and frac sand. The rise in crude oil shipments was due to increased supply of low-cost crude from shale drilling activity, resulting in new shipments to east coast refineries.
Automotive - Finished vehicle shipments increased as North American light vehicle production grew year-over-year. This increase was partially offset by competitive losses in both automotive parts and finished vehicles.

Metals - Volume was flat as a reduction in steel sheet shipments was offset by growth in aluminum products and steel plates. The reduction in shipments of steel sheet, which is used in automotive manufacturing, was driven by competitive losses, mill closures and source shifts.  Shipments of aluminum product, which is used in a variety of products like packaging and construction, increased due to modal conversions. Shipments of steel plate, which is used in a wide range of end markets including construction, structural and energy applications, increased in support of continued growth in energy-related markets.

Housing and Construction
Forest Products - Volume growth was led by an increase in building products due to the continued recovery of the residential housing market.

Minerals - Volume growth was led by an increase in salt shipments due to modal conversions, new customer distribution terminals and inventory replenishment from more severe winter weather in early 2013 that resulted in more application of salt to roads.


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Waste and Equipment - Volume growth was led by waste shipments which were driven by an increase in construction debris due to the continued recovery in construction activity and large scale remediation projects.
Coal
Export declines were driven by decreased shipments of U.S. thermal coal, as a result of global oversupply and lower coal prices. Shipments of domestic coal declined due to continued low natural gas prices and utility stockpiles above target levels.

Intermodal
Domestic volume growth was driven by continued success with highway-to-rail conversions, growth with existing customers, and service product enhancements. International volume increased due to strength with existing customers and the cycling of disruptions resulting from Hurricane Sandy in the prior year.

Other
Other revenue increased primarily due to higher revenue from customers who did not meet minimum contractual volumes.

Expenses
In 2013, total expenses increased $254 million, or 3%, compared to prior year. Descriptions of each expense category as well as significant year-over-year changes are described below.
Labor and Fringe expenses include employee wages and related payroll taxes, health and welfare costs, pension, other post-retirement benefits and incentive compensation. These expenses increased $118 million primarily due to the following items:

Incentive compensation costs were $89 million higher reflecting higher expected award payouts.
Inflation increased expenses $61 million.
Partially offsetting these increases were labor and other costs which decreased $32 million primarily related to improvements in network efficiencies that resulted from the overall reduction in employees, fewer crew starts as well as lower training expenses.

Materials, Supplies and Otherexpenses consist primarily of contracted services to maintain infrastructure and equipment and for terminal services at automotive facilities as well as professional services. This category also includes costs related to materials, travel, casualty claims, environmental remediation, train accidents, property and sales tax, utilities and other items. Total materials, supplies and other expense increased $119 million primarily driven by the following:

Inflation increased expenses $42 million.
Risk-related costs increased $39 million primarily due to higher expenses related to derailment costs as well as prior year favorable casualty adjustments that did not repeat in 2013.
Volume, materials and services costs increased $19 million primarily due to increased expenses related to higher volume and resource levels.
Gains recognized decreased $19 million year over year. Gains from the prior year related to the sale of operating rail corridors to the state of Florida and to the Commonwealth of Massachusetts were $104 million. Gains in 2013 were $85 million for the sale of operating rail corridor to the state of Florida, a non-monetary exchange of easements and rail assets as well as a deferred gain recognized from a closure arrangement related to a prior conveyance of a formerly-owned company.


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Fuel expense includes locomotive diesel fuel as well as non-locomotive fuel. This expense is driven by the market price and locomotive consumption of diesel fuel. Fuel expense decreased $16 million driven by the following:

Improved network efficiency and fuel savings initiatives decreased expenses by $38 million.
Average fuel price per gallon decreased $0.05 to $3.17 per gallon versus the prior year which reduced expenses by $26 million.
Partially offsetting these decreases were volume-related costs of $31 million as well as other costs of $17 million which includes an adjustment to an interline fuel receivable.

Depreciation expense primarily relates to recognizing the costs of a capital asset, such as locomotives, railcars and track structure, over its useful life. This expense is impacted primarily by the capital expenditures made each year. Depreciation expense increased $45 million primarily due to a larger asset base related to higher capital spending.

Equipment and Other includes rent paid for freight cars owned by other railroads or private companies, net of rents received by CSXT for use of its equipment. This category of expenses also includes lease expenses for locomotives, railcars, containers and trailers, office and other rentals. These expenses decreased $12 million primarily due to improved asset utilization partially offset by increased rates and volume.

Interest expense decreased $4 million to $562 million primarily due to lower average interest rates partially offset by higher average debt balances.

Other income - net decreased $62 million to $11 million primarily related to the prior year gain recognized on the sale of a non-operating property that was not repeated in the current year.

Income tax expense decreased $50 million to $1.06 billion primarily due to the year-over-year decrease in earnings before income taxes as well as federal and state legislative changes.

Net earnings increased $1 million to $1.86 billion, and earnings per diluted share increased $0.04 to $1.83 due to the factors mentioned above. Lower average shares outstanding alsorepurchase activity had a positive impact on earnings per diluted share.


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Non-GAAP Measures - Unaudited
CSX reports its financial results in accordance with United States generally accepted accounting principles ("GAAP"). CSX also uses certain non-GAAP measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior reported results.  Non-GAAP measures do not have standardized definitions and are not defined by GAAP. Therefore, CSX’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.

Adjusted Operating Results
Management believes that adjusted operating income, adjusted operating ratio, adjusted net earnings and adjusted net earnings per share, assuming dilution are important in evaluating the Company’s operating performance and for planning and forecasting future business operations and future profitability. These non-GAAP measures provide meaningful supplemental information regarding operating results because they exclude certain significant items that are not considered indicative of future financial trends.

The restructuring charge of $325 million was tax effected using rates reflective of the applicable tax amounts for each component of the charge. The $3.6 billion benefit to net earnings resulting from tax reform was comprised of a $3.5 billion (after-tax) reduction to income tax expense and a $142 million (pre-tax) benefit in operating income from equity earnings of affiliates, partially offset by $1 million (pre-tax) of additional expense from minority interests.

  For the Year ended December 31, 2017
(in millions, except operating ratio and net earnings per share, assuming dilution) Operating Income Operating Ratio Net Earnings Net Earnings Per Share, Assuming Dilution
         
GAAP Operating Results $3,667
 67.9 % $5,471
 $5.99
Restructuring Charge 325
 (2.8)% 203
 0.22
Tax Reform Benefit (net) (142) 1.2 % (3,577) (3.91)
Adjusted Operating Results (non-GAAP) $3,850
 66.3 % $2,097
 $2.30
         


CSX CORPORATION
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Adjusted Free Cash Flow
Free cash flow is considered a non-GAAP financial measure under SEC Regulation Gand Regulation S-K Item 10(e). Management believes that free cash flow is useful to investors as it is important in evaluating the Company’s financial performance. More specifically, free cash flow measures cash generated by the business after reinvestment. This measure represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt. Free cash flow should be considered in addition to, rather than a substitute for, cash provided by operating activities. Free cash flow is calculated by using net cash from operations and adjusting for property additions and certain other investing activities. Free cash flow before dividends increased $854 million year-over-year to $1.7 billion. The increase in free cash flow from the prior year is primarily due to lower property additions of $358 million, voluntary contributions to the Company's qualified pension plans of $250 million in 2016 and higher earnings from operations. Adjusted free cash flow excludes the impact cash payments of $135 million for restructuring charge.
The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure).   

 Fiscal Years
 2017 2016 2015
(Dollars in Millions)
Net cash provided by operating activities$3,472
 $3,041
 $3,370
Property additions(2,040) (2,398) (2,562)
Other investing activities134
 204
 184
Free Cash Flow (before payment of dividends)$1,566
 $847
 $992
Add back: Cash Payments for Restructuring Charge (after-tax) (a)
$135
 $
 $
Adjusted Free Cash Flow Before Dividends (non-GAAP)$1,701
 $847
 $992
(a) The restructuring charge impact to free cash flow was tax effected using the applicable tax rate of the charge. Through fourth quarter 2017, the Company made cash payments of $187 million related to the restructuring charge. The Company also made $30 million in payments to the former CEO, Michael J. Ward, and President, Clarence E. Gooden, for previously accrued non-qualified pension benefits that are not included in the restructuring charge.


CSX CORPORATION
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Operating Statistics (Estimated)
 Fiscal Years
 2014 2013 
Improvement/ 
(Deterioration)
Safety and Service Measurements     
FRA Personal Injury Frequency Index0.95
 0.90
 (6)%
      
FRA Train Accident Rate2.22
 1.98
 (12)%
On-Time Train Originations56% 89% (37)%
On-Time Destination Arrivals45% 81% (44)%
Dwell26.3
 22.2
 (18)%
Train Velocity20.1
 23.2
 (13)%
Cars-On-Line (a)
203,699
 182,266
 (12)%
      
 Fiscal Years
 2017 2016 
Improvement/ 
(Deterioration)
Safety     
FRA Personal Injury Frequency Index

1.19
 1.05
 (13)%
FRA Train Accident Rate

3.17
 2.83
 (12)
      
Operations Performance     
Train Velocity (Miles per hour)(a)

15.1
 14.9
 1
Dwell (Hours)(a)

11.3
 11.4
 1
      
On-Time Originations80% 84% (5)
On-Time Arrivals56% 55% 2
(a) Cars-on-line increased approximately 14,000 or 7.5% in 2014 due to a calculation error correction madeThe methodology for calculating train velocity and dwell differ from that prescribed by the American Association of Railroads in February 2014.  This error impactedSTB. CSX will continue to report train velocity and dwell, using the industry cars-on-line since 2011.  Previously reported amounts have not been adjustedprescribed methodology, to reflect this correction. the STB on a weekly basis.

Certain operating statistics are estimated and can continue to be updated as actuals settle.

Key Performance Measures Definitions
FRA Personal Injury Frequency Index - Number of FRA-reportable injuries per 200,000 man-hours.
FRA Train Accident Rate - Number of FRA-reportable train accidents per million train-miles.
Train Velocity - Average train speed between origin and destination in miles per hour (does not include locals, yard jobs, work trains or passenger trains).
Dwell - Average amount of time in hours between car arrival to and departure from the yard.
On-Time Train Originations - Percent of scheduled road trains that depart the origin yard on-time or ahead of schedule.
On-Time Destination Arrivals - Percent of scheduled road trains that arrive at the destination yard on-time to two hours late (30 minutes for intermodal trains).on-time.
Dwell - Average amount of time in hours between car arrival at and departure from the yard. It does not include cars moving through the yard on the same train.
Train Velocity - Average train speed between terminals in miles per hour (does not include locals, yard jobs, work trains or passenger trains).
Cars-On-Line - An average count of all cars on the network (does not include locomotives, cabooses, trailers, containers or maintenance equipment).


The Company measures and reports safety and service performance. The Company strives for continuous improvement in these measures through training, innovation and investment. For example, theInvestment in training and technology also is designed to allow CSX employees to have an additional layer of protection that can detect and avoid many types of human factor incidents. The Company's safety programs are designed to prevent incidents that can adversely impact employees, customers and train accident prevention programs rely on the latest tools, programs and employee participation that strengthen the safety culture in a supportive environment that allows each employee to be successful at CSX.communities. Continued capital investment in the Company's assets, including track, bridges, signals, equipment and detection technology also supports safety performance.

CSX’s FRA reportable personal injury frequency index of 1.19 for the full year of 2017 was 13 percent unfavorable versus the prior year as man-hours fell by nine percent while overall injuries were up slightly. While the FRA train accident frequency rate increased year-over-year, overall FRA train accidents remained flat and train miles decreased 12 percent year-over-year. CSX remains committed to ongoing safety programsimprovement, with a focus on reducing injury severity and avoiding catastrophic events.

In order to more accurately represent the Company’s operating performance, CSX revised the way it calculates train velocity and terminal dwell effective third quarter 2017. These revisions are designed to prevent incidents that can impact employees, customers and the communities we serve.
The Company consistently collaboratesconsistent with the FRA and industry organizationsprinciples of scheduled railroading. Updated definitions for each key performance measure are included beneath the Operating Statistics table. Prior periods have been restated to conform to the current methodology. Details of the changes are as well as federal, state and local governmentsfollows:
Train velocity has been expanded to include intermediate dwell, now measuring end-to-end transit time.
Dwell has been expanded to include car dwell time at terminals on the development and implementation of safety programs and initiatives. For example, earlier this year, CSX and other major freight railroads met with the U.S. Department of Transportation ("DOT") and other key stakeholders to discuss potential safety enhancements to our nation’s freight railroad network. CSX, as part of a wider industry initiative, voluntarily committed to take specific long-term actions to increase its strong safety performance. CSX agreed to reduce the speed of certainthrough trains, to 40 miles per hour through high threat urban areas, increase the frequency of track inspections, and work collaboratively and proactively with local communities to address area-specific concerns. Furthermore, CSX partnered with Operation Lifesaver, Inc., the DOT and other major railroads in the Common Sense campaign to reduce the number of injuries and fatalities around the railroad right of way. CSXT continuesnow measuring all car dwell time on an ongoing public safety program to clear-cut trees and vegetation at public passive highway-rail intersections (crossings with no flashing lights or gates) to improve the public's ability to discern rail activities.end-to-end trip.

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These revisions differ from the methodology prescribed by the Surface Transportation Board ("STB") for reporting train velocity and dwell. CSX will continue to report train velocity and dwell to the STB on a weekly basis using the prescribed methodology. At the STB's request, CSX operational success is builtproviding additional operating measures on employee commitment to maintaining a constant focusweekly basis that are available on safety. During 2014, the FRA reportable personal injury frequency index worsened 6 percentCompany's website.

CSX’s operating performance improved versus the prior year over year to 0.95. The reported FRAin certain categories as network fluidity challenges in the third quarter of 2017 were offset by substantial improvement from the implementation of scheduled railroading and a balanced train accident frequency rate weakened 12 percent year over year to 2.22. Despite these results,plan. Going forward, CSX remains an industry leader in employee safety.focused on executing the operational plan to deliver further service gains, improve transit times and drive asset utilization while controlling costs.

Despite significant volume growth, the Company expects service to gradually improve to superior levels with the addition of strategic infrastructure investments, locomotives and operating employees coming online. On-time originations were 56 percent and on-time arrivals were 45 percent, which are both down versus 2013 but stabilized by the end of the year. Year over year, average train velocity declined 13 percent to 20.1 miles per hour and dwell worsened 18 percent to 26.3 hours.

LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a company’s ability to generate adequate amounts of cash to meet both current and future needs for obligations as they mature and to provide for planned capital expenditures, including those to address regulatory and legislative requirements. To have a complete picture of a company’s liquidity, its balance sheet, sources and uses of cash flow and external factors should be reviewed.

Material Changes in the Consolidated Balance Sheets and Significant Cash Flows
Consolidated Balance Sheets
CSX's balance sheet reflects its strong capital base and the impact of CSX's balanced approach in deploying capital for the benefit of its shareholders, which includes investments in infrastructure, dividend improvementpayments and share repurchases.

Total assets as well as total liabilities and shareholders' equity increased $1.3 billion$325 million from prior year. The increase in assets was driven by higher net properties of $1.3 billion$614 million resulting from planned capital investments.investment and an increase in affiliates and other companies of $160 million primarily resulting from the benefits of recent tax reform. These increases were partially offset by a decrease in cash and short-term investments of $601 million. The increase in total liabilities and shareholders' equity combined was driven by net earnings of $1.9$5.5 billion, higher pension and other post-retirement benefit liabilities of $269 million mostly drivenpartially offset by lower discount rates and higherthe decrease in deferred income taxes of $196 million primarily related to accelerated$3.2 billion as a result of recent tax depreciation. Partially offsetting these increases were dividends paid of $629 millionreform and share repurchases of $517 million.$2.0 billion.

Significant cash flowsCash Flows
The following tablescharts present net cash provided by (used in) operating, investing and financing activities for full years 2012, 20132017, 2016 and 2014.2015.

     
2014
vs. 2013
 
2013
vs. 2012
Dollars in millions201420132012 $ Var $ Var
Net cash provided by operating activities$3,343
$3,267
$2,946
 $76
 $321
Net cash used in investing activities$(2,183)$(2,227)$(2,277) $44
 $50
Net cash used in financing activities$(1,083)$(1,232)$(668) $149
 $(564)






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Sources of Cash
The Company has multiple sources of cash. First, the Company generates cash from operations, and in 2014,operations. In 2017, the Company generated $3.3$3.5 billion of cash fromprovided by operating activities which was $76$431 million higher than the prior year primarily driven by higher net earnings. In 2013, the Company generated $3.3 billion of cash from operating activities which increased $321$250 million from 2012 primarily driven by a $275 million contributionin voluntary contributions in 2016 to the Company's qualified pension plans and higher net earnings, partially offset by payments related to restructuring activities. In 2016, the Company generated $3.0 billion of cash provided by operating activities which was $329 million lower than 2015 primarily driven by $250 million in 2012 that did not repeat.voluntary contributions to the Company's qualified pension plans.

Second, CSX has access to numerous financing sources including a $1 billion five-year unsecured revolving credit facility that expires in September 2016.May 2020.  As of the date of this filing, the Company has no outstanding balances under this facility. See Note 9, Debt and Credit Agreements for more information.

Third, CSX filed a new shelf registration statement with the SEC onin February 15, 2013.  This shelf registration statement2016 which is unlimited as to amount and may be used to issue debt or equity securities at CSX’s discretion, subject to market conditions and CSX Board authorization. While CSX seeks to give itself flexibility with respect to cash requirements, there can be no assurance that market conditions would permit CSX to sell such securities on acceptable terms at any given time, or at all.

Uses of Cash
CSX continued to invest in its business to create long-term value for shareholders. In 2014,2017, net cash used in investing activities was $2.2$1.5 billion, a decrease in spending of $44$303 million from the prior year primarily driven by higher net sales of short-term investments.lower property additions. In 2013,2016, net cash used in investing activities was $2.2$1.8 billion, a decrease in spending of $50 million$1.1 billion from 20122015 primarily driven by higherlower net salespurchases of short-term investments partially offset byand lower proceeds from property dispositions.additions.

The Company is committed to maintaining and improving its existing infrastructure and to positioning itself for long-term, profitable growth through expandingoptimizing network and terminal capacity. Funds used for property additions are further described below.
Fiscal YearsFiscal Years
Capital Expenditures (Dollars in Millions)
2014 2013 20122017 2016 2015
Track$750
 $793
 $792
$733
 $714
 $866
Bridges, Signals and Other538
 415
 429
570
 433
 491
Total Infrastructure1,288
 1,208
 1,221
1,303
 1,147
 1,357
Freight Cars329
 146
 288
20
 82
 218
Capacity and Commercial Facilities452
 346
 218
417
 447
 309
Regulatory (including PTC)321
 318
 270
284
 313
 341
Locomotives51
 255
 178
16
 409
 337
Public-Private Partnerships - net (a)
8
 40
 166
Total Capital Expenditures (a)
$2,449
 $2,313
 $2,341
Total Property Additions2,040
 2,398
 2,562
Cash paid for new assets using seller financing (a)
$
 $307
 $
Total Capital Expenditures$2,040
 2,705
 2,562
(a)Total capital expenditures shown above include investmentsIn 2016, CSX made payments related to reimbursable public-private partnerships. These partnership investments are for projects that are partially or wholly reimbursed to CSX through either government grants or other funding sources such as cash received from a property sale.  These reimbursements may not be fully receivedlocomotive purchases made in a given year; therefore the timing2015 using seller financing of receipts may differ from the timing of the investment. $307 million.


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Planned capital investments for 20152018 are expected to be $2.5$1.6 billion, including expected spending of approximately $300about $200 million for PTC. This $2.5 billion excludes investments related to partially or wholly reimbursable public-private partnerships where reimbursements may not be fully received in a given year. Approximately half ofOf the 20152018 investment, the majority will be used to sustain the core infrastructure. The remaining amounts will be allocated to locomotives, freight cars and high return projects supporting long-term profitable growth, productivity initiatives, service enhancements and service improvements to optimize performance.profitable growth. CSX intends to fund capital investments through cash generated from operations.

Over the long term, theThe Company expects to incurcontinue incurring significant capital costs in connection with the implementation of PTC. CSX estimates that the total multi-year cost of PTC implementation will be at least $1.9approximately $2.4 billion. This estimate includes costs for installing the new system along tracks, upgrading locomotives, adding communication equipment and developing new technologies. Total PTC spending through 20142017 was $1.2$2.0 billion.

In addition to capital investments, the Company uses cash for scheduled payments of debt and leases, share repurchases and to pay dividends to shareholders. In 2014,April 2017, the Company announced an 11 percent increase in the quarterly cash dividend to $0.20 per common share. In 2017, net cash used in financing activities was $1.1$2.2 billion, which represents a decreasean increase in spending of $149 million. This decrease was$911 million from the prior year primarily driven by higher share repurchases and lower net long-term debt issued, of $347 million (net of debt repayments) partially offset by share repurchasesthe repayment of $164 million.seller-financed assets in the prior year. In 2013,2016, net cash used in financing activities was $1.2 million,$1.3 billion, which wasrepresents an increase in spending of $564$749 million from 2015 primarily driven by the repayment of seller-financed assets, higher share repurchases, and lower net debt repayments and a lower amount of debt issued, partially offset by lower share repurchases.issued.

CSX is continually evaluating market and regulatory conditions that could affect the Company’s ability to generate sufficient returns on capital investments. CSX may revise its future estimates for capital spending as a result of changes in business conditions, tax legislation or the enactment of new laws or regulations which could have a material adverse effect on the Company’s operations and financial performance in the future (see Risk Factors under Item 1A of this Form 10-K).

Liquidity and Working Capital
Currently, CSX is well positioned from a liquidity standpoint. The Company ended the year with $961$419 million of cash, cash equivalents and short-term investments. CSX has a $1 billion unsecured, revolving credit facility backed by a diverse syndicate of banks. This facility expires in September 2016May 2020 and as of the date of this filing, the Company has no outstanding balances under this facility. Additionally in 2014,2017, CSX issued a total of $1 billion$850 million of new long-term debt. CSX uses current cash balances for general corporate purposes, which may include reduction or refinancingrepayment of additional indebtedness outstanding indebtedness,from time to time, repurchases of CSX's common stock, capital expenditures,investments, working capital requirements contributions to the Company's qualified pension plan, redemptions and repurchases of CSX common stockimprovements in productivity and dividends to shareholders.other cost reduction initiatives. See Note 9, Debt and Credit Agreements. 

With the enactment of the Tax Cuts and Jobs Act (the "Act") on December 22, 2017, the federal corporate income tax rate was reduced from 35% to 21% effective January 1, 2018. Beginning in 2018, CSX expects its effective federal and state income tax rate to be approximately 25%.

The Company's $250 millionCompany has a receivables securitization facility haswith a three-year term and expiresscheduled to expire in June 2017.September 2019. The purpose of this facility is to provide an alternative to commercial paper and a low cost source of short-term liquidity. The Company anticipates either renewing the facility or replacing it with another liquidity-based solution.liquidity of up to $200 million, depending on eligible receivables balances. Under the terms of this facility, CSXT transfers eligible third-party receivables to CSX Trade Receivables, a bankruptcy-remote special purpose subsidiary. A separate subsidiary of CSX services the receivables. Upon transfer, the receivables become assets of CSX Trade Receivables and are not available to the creditors of CSX or any of its other subsidiaries. In the event CSX Trade Receivables draws under this facility, the Company will record an equivalent amount of debt on its consolidated financial statements. As of the date of this filing, the Company has no outstanding balances under this facility.


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Working capital can also be considered a measure of a company’s ability to meet its short-term needs. CSX had a working capital surplus of $465 million and $178$21 million at December 20142017 and 2013, respectively.$447 million at December 2016. This increasedecrease since the prior year end is primarily due to a lower current maturitiesshares repurchases of long-term debt,$2.0 billion, cash paid for property additions of $2.0 billion and dividends paid of $708 million. These working capital decreases were partially offset by a net decrease in short-term investments drivencash provided by higher salesoperating activities of these investments. Also, see sources$3.5 billion and usesnew debt issued of cash description above.$850 million.

The Company’s working capital balance varies due to factors such as the timing of scheduled debt payments and changes in cash and cash equivalent balances as discussed above. Although the Company currently has a surplus, a working capital deficit is not unusual for CSX or other companies in the industry and does not indicate a lack of liquidity. The Company continues to maintain adequate current assets to satisfy current liabilities and maturing obligations when they come due. Furthermore, CSX has sufficient financial capacity, including its revolving credit facility, trade receivable facility and shelf registration statement to manage its day-to-day cash requirements and any anticipated obligations. The Company from time to time accesses the credit markets for additional liquidity. CSX is currently reviewing its cash deployment strategy with respect to capital structure and shareholder distributions.

Credit Ratings
Credit ratings reflect an independent agency’s judgment on the likelihood that a borrower will repay a debt obligation at maturity. The ratings reflect many considerations, such as the nature of the borrower’s industry and its competitive position, the size of the company, its liquidity and access to capital and the sensitivity of a company’s cash flows to changes in the economy. The two largest rating agencies, Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service (“Moody’s”), use alphanumeric codes to designate their ratings. The highest quality rating for long-term credit obligations is AAA and Aaa for S&P and Moody’s, respectively. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

The cost and availability of unsecured financing are materially affected by CSX's long-term credit ratings. CSX's credit ratings improvedremained stable during 2014.2017. As of December 20132017 and December 2014,2016, S&P's long-term rating on CSX was BBB+ (Stable)., and Moody's improved the long-term credit rating on CSX from Baa2 at December 2013, towas Baa1 (Stable) as of December 2014.. Ratings of BBB- and Baa3 or better by S&P and Moody’s, respectively, reflect ratings on debt obligations that fall within a band of credit quality considered to be investment grade. The Company is committed to maintaining an investment grade credit rating. If CSX's credit ratings were to decline to below investment grade levels, the Company could experience significant increases in its interest cost for new debt. In addition, a decline in CSX’s credit ratings to below investment grade levels could adversely affect the market’s demand, and thus the Company’s ability to readily issue new debt.


















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SCHEDULE OF CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following tables set forth maturities of the Company's contractual obligations and other significant commitments:
 
Type of Obligation20152016201720182019ThereafterTotal20182019202020212022ThereafterTotal
(Dollars in Millions) (Unaudited)  
Contractual Obligations  
Total Debt (See Note 9)$228
$21
$631
$619
$518
$7,725
$9,742
$19
$18
$745
$371
$162
$10,494
$11,809
Interest on Debt518
487
465
424
386
5,875
8,155
550
549
537
498
484
7,953
10,571
Purchase Obligations (See Note 7)963
496
190
181
170
1,272
3,272
290
229
253
258
258
2,929
4,217
Other Post-Employment Benefits (See Note 8) (a)
52
49
49
46
44
197
437
53
43
41
39
36
145
357
Operating Leases - Net (See Note 7) (b)
49
43
34
26
17
75
244
38
34
20
15
11
74
192
Agreements with Conrail (b)
26
26
26
26
26
124
254
Agreements with Conrail (See Note 12) (b)
27
27
27
27
27
48
183
Total Contractual Obligations$1,836
$1,122
$1,395
$1,322
$1,161
$15,268
$22,104
$977
$900
$1,623
$1,208
$978
$21,643
$27,329
  
Other Commitments (c)
$136
2
4
3
2
6
$153
$100
$2
$2
$2
$2
$
$108
(a)Other post-employment benefits include estimated other post-retirement medical and life insurance payments and payments under non-qualified pension plans which are unfunded. No amounts are included for funded pension obligations as no contributions are currently required.
(b)Agreements with Conrail represent minimum future lease payments of $254$183 million under the shared asset area agreements (see Note 12, Related Party Transactions). These amounts plus total operating leases-net of $244$192 million above equals total net lease commitments of $498$375 million disclosed in Note 7, Commitments and Contingencies.
(c)Other commitments of $153$108 million consisted of surety bonds, letters of credit, uncertain tax positions and public private partnerships.  Surety bonds of $57$43 million and letters of credit of $38$30 million arise from assurances issued by a third-party that CSX will fulfill certain obligations and are typically a contract, state, federal or court requirement. Uncertain tax positions of $21$24 million, which include interest and penalties, are all included in year 2015. The2018 as the year of settlement cannot be reasonably estimated, however, the Company believes at least $2 million of these unrecognized tax benefits will be resolved in the next 12 months.estimated. Contractual commitments related to public-private partnerships are $37$11 million.

OFF-BALANCE SHEET ARRANGEMENTS

For detailed information about the Company’s guarantees, operating leases and purchase obligations, see Note 7, Commitments and Contingencies. There are no off-balance sheet arrangements that are reasonably likely to have a material effect on the Company’s financial condition, results of operations or liquidity.


LABOR AGREEMENTS


Approximately 20,000 of the Company's employees are members of a labor union. The U.S. Class I railroads have been in collective bargaining with rail labor unions since January 2015. On October 5, 2017, six rail unions making up the Coordinated Bargaining Group ("CBG") reached a National Agreement with the railroads, effective January 1, 2015 through December 31, 2019. On January 23, 2018, the Transportation Communications International Union (TCU) and Brotherhood Railway Carmen (BRC) ratified new contract terms with the nation’s major freight railroads. Collectively, to date, approximately 70% of our employees have now ratified the national settlement terms. The Class I railroads will continue to bargain with the remaining 30 percent and expect to reach a settlement with some or all of the remaining unions in 2018.


Separately, in December 2014, CSXT reached a local agreement covering wages and work rules through 2019 with the Brotherhood of Locomotive Engineers and Trainmen, which represents approximately 20 percent of the union workforce of CSXT.










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CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and certain revenues and expenses during the reporting period. Actual results may differ from those estimates. These estimates and assumptions are discussed with the Audit Committee of the Board of Directors on a regular basis.  Consistent with the prior year, significantSignificant estimates using management judgment are made for the following areas:
casualty,personal injury, environmental and legal reserves;
pension and post-retirement medical plan accounting;
depreciation policies for assets under the group-life method; and
income taxes. 

Casualty,Personal Injury, Environmental and Legal Reserves
Casualty
Casualty reserves of $265 million in 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 Company's self-insured retention amount.  In accordance with the Contingencies Topic in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("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. During 2014, 2013 and 2012, there were no significant changes in estimate recorded to adjust casualty reserves.

Personal Injury
Personal injuryInjury reserves of $168 million and $170 million for 2017 and 2016, 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.

CSXT retains an independent actuary to assist management in assessing the value of personal injury claims.  An analysis is performed by the actuary 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.


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Critical Accounting Estimates, continued

Occupational & Asbestos
Occupational claims arise Actual results may vary from allegationsestimates due to the number, type and severity of exposures to certain materialsthe injury, costs of medical treatments and uncertainties in the workplace, such as solvents, soaps, chemicals (collectively referred to as “irritants”) and diesel fuels (like exhaust fumes) or allegationslitigation. As a direct result 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 employees alleging exposure to asbestosimprovements in the workplace.  The heaviest possible exposure for employees resulted from work conductedsafety in and around steam locomotive engines that were largely phased out beginning around the 1950s. Other types of exposures, however, including exposure from locomotive component parts and building materials, continued until these exposures were substantially eliminated by 1985.  Additionally,recent years, the Company has retained liability for asbestos claims filed against its previously owned international container shipping business.  Diseases associated with asbestos typically have long latency periods (amount of time between exposure to asbestos and the onset of the disease) which can range from ten to 40 years after exposure.

Occupational claims, excluding asbestos, are analyzed onexperienced a quarterly basis by an independent actuary in order to determine the number of unasserted, or incurred but not reported (“IBNR”), claims. The actuary’s analyses are reviewed by management. With the exception of carpal tunnel, management has determined that seven years is the most probable time period in which these unasserted occupational claim filings and claim values can be estimated. Carpal tunnel claims use a three-year period to estimate the reserve due to the shorter latency period for these types of injuries.

Asbestos claims are analyzed by an independent specialist in order to determine the number of unasserted, or incurred but not reported (“IBNR”), claims. Since exposure to asbestos has been substantially eliminated, management reviews asserted asbestos claims quarterly and the review by the specialist is completed annually. In 2014, management increased the forecast period from seven years to ten years. Based on a review of historical settlement trends, management concluded that ten years is the most probable time period in which unasserted asbestos claim filings and claim values can be estimated. The Company does not believe there is sufficient data to justify a projection period longer than ten years at this time. The changedownward trend in the forecast periodseverity of injuries which has resulted in an immaterial increase in the asbestos reserves during 2014.

The actuary and specialist 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 CSXT’s employment records and industry data. From this analysis, the actuary and specialist provide estimates of the IBNR claims liabilities.

The estimated future filing rates and estimated average claim values are the most sensitive assumptions for these reserves.  A 1% increase or decrease in either the forecasted number of occupational and asbestos IBNR claims or the average claim values would result in approximately a $1 million increase or decrease in the liability recorded for unasserted occupationalestimate of costs per incident. For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and asbestos claims.


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Other ReservesCritical Accounting Estimates, continuedin the consolidated financial statements.

Environmental
Environmental reserves were $94$90 million for 2014.and $95 million in 2017and 2016, respectively. 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 approximately 250214 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.

In accordance with the Asset Retirement and Environmental Obligations Topic in the ASC, theThe Company reviews its rolepotential liability 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.

 These recorded liabilities for estimated future environmental costs are undiscounted and include future costs for remediation and restoration of sites as well as any significant ongoing monitoring costs, but exclude any anticipated insurance recoveries.  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.  Payments related to these liabilities are expected to be made over the next several years.  Environmental remediation costs are included in materials, supplies and other on the consolidated income statements.

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, conditionsConditions 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,For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and Other Reservesin the Company believes its environmental reserves accurately reflect the cost of remedial actions currently required.consolidated financial statements.


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Critical Accounting Estimates, continued

Legal
In accordance with the Contingencies TopicThe Company is involved in the ASC, an accrual forlitigation incidental to its business and is a loss contingency is established if information available priorparty to issuancea number of the financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements,legal actions and the amount of loss can be reasonably estimated. If no accrual is made for a loss contingency because one or both of these conditions are not met, or if an exposure to loss exists in excess of the amount accrued, disclosure of the contingency is made when there is at least a reasonable possibility that a loss or an additional loss may have been incurred.
claims, various governmental proceedings and private civil lawsuits. The Company evaluates all exposures relating to legal liabilities at least quarterly and adjusts reserves when appropriate under the guidance noted above.appropriate. The amount of a particular reserve may be influenced by factors that include official rulings, newly discovered or developed evidence, or changes in laws, regulations and evidentiary standards. SeeAn unexpected adverse resolution of one or more of these items could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period. For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and Other Reservesin the consolidated financial statements. Additionally, see Item 3. Legal Proceedings for further discussion of these items.

Pension and Post-retirement Medical Plan Accounting
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.As of December 2014,2017, the projected benefit obligation for the Company’s pension plans and other post-employment benefit plans were $3was $3.0 billion and $340 million, respectively. No significant contributions to the Company's qualified pension plans are expected in 2015..

In addition to these plans, the Company sponsors a post-retirement medical plan and a life insurance plan that provide certain benefits to full-time, salaried, management employees, hired prior to January 1, 2003, upon their retirement if certain eligibility requirements are met. Medicare-eligibleEligible retirees who are age 65 years or older (Medicare-eligible) 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 eligibleEligible retirees younger than 65 years (non-Medicare eligible) are covered by a self-insured program partially funded by participating retirees. The life insurance plan is non-contributory. As of December 2017, the projected benefit obligation for the Company’s other post-retirement benefit plans was $250 million.

For information related to the funded status of the Company's pension and other post-retirement benefit plans, see Note 8, Employee Benefit Plans.Plans.

The accounting for these plans is subject to the guidance provided in the Compensation-Retirement Benefits Topic in the ASC. This rule requires that management make certain assumptions relating to the following:

discount rates used to measure future obligations and interest expense;
long-term rate of return on plan assets;
salary scale inflation rates; and
other assumptions.

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.determines are appropriate based on historical trends, current market rates and future projections. These amounts are reviewed by management.


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Critical Accounting Estimates, continued

Discount Rates
Discount rates affect the amount of liability recorded and the service and interest expense componentcost components of pension and post-retirement expense.  Discount rates reflect the rates at which pension and other post-retirement benefits could be effectively settled, or in other words, how much it would cost the Company to buy enough high quality bonds to generate cash flow equal to the Company's expected future benefit payments. The Company determines the discount rate based on the market yield as of year endyear-end for high quality corporate bonds whose maturities match the plans' expected benefit payments.

Beginning in 2017, the Company measures the service and interest cost components of the net pension and post-retirement benefits expense by using individual spot rates matched with separate cash flows for each future year instead of a single weighted-average discount rate approach, which was used in prior years. The Company made this change to improve the correlation between projected pension and post-retirement benefit liability cash flows and the corresponding spot discount rates and to provide a more precise measurement of service and interest costs. Under the spot rate approach, individual spot discount rates along the same high quality corporate bonds yield curve used to measure the pension and post-retirement benefit liabilities are applied to the relevant projected cash flows at the relevant maturity. The calculated pension and post-retirement benefits liabilities are consistent under both the traditional and spot rate approaches. The Company accounted for this change on a prospective basis as a change in accounting estimate.

The weighted average discount rates used by the Company to value its 20142017 pension and post-retirement obligations are 4.00%3.56 percent and 3.60%,3.34 percent, respectively. For 2013,2016, the weighted average discount raterates used by the Company to value its pension and post-retirement obligations was 4.75%were 4.08 percent and 4.25%,3.71 percent, respectively. Discount rates may differ for pension and post-retirement benefits due to varying duration of the liabilities for projected payments for each plan. As of December 2014,2017, the estimated duration of pensions and post-retirement benefits is approximately 12 years and 8seven years, respectively.

Each year, these discount rates are reevaluated and adjusted using the current market interest rates for high quality corporate bonds to reflect the best estimate of the current effective settlement rates. In general, if interest rates decline or rise, the assumed discount rates will change.

Long-term Rate of Return on Plan Assets
The expected long-term average rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for benefits included in the projected benefit obligation. In estimating that rate, the Company gives appropriate consideration to the returns being earned by the plan assets in the funds and the rates of return expected to be available for reinvestment as well as the current and projected asset mix of the funds. Management balances market expectations obtained from various investment managers and economists with both market and actual plan historical returns to develop a reasonable estimate of the expected long-term rate of return on assets. As this assumption is long-term, it is adjustedthe annual review may result in less frequentlyfrequent adjustment than other assumptions used in pension accounting. The long-term rate of return on plan assets used by the Company to value its pension obligationbenefit cost for the subsequent plan year was 7.25%6.75 percent in both 2017 and 7.50% in 2016.


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2014Critical Accounting Estimates, and 2013, respectively.continued

Salary Scale Inflation Rates
Salary scale inflation rates are based on current trends and historical data accumulated by the Company.  The Company reviews recent wage increases and management incentive compensation payments over the past five years in its assessment of salary scale inflation rates. The Company used a salary scale rate of 3.75%4.60 percent in both 2017 and 2016 to value its 2014 and 2013pension obligations.

Other Assumptions
The calculations made by the actuaries also include assumptions relating to health care cost trend rates, mortality rates, turnover and retirement age. These assumptions are based upon historical data, recent plan experience and industry trends and are selecteddetermined by management.



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Critical Accounting Estimates, continued

20152018 Estimated Pension and Post-retirement Expense
Net pension expense and post-retirement benefits expense for 2015 is2018 are expected to be approximately $70a $7 million benefit and $20an $8 million respectively, comparedexpense, respectively. Net pension costs for 2018 are expected to $58be a $7 million benefit and $20include service cost expense of $35 million. Post-retirement benefits costs for 2018 are expected to be an $8 million respectively,expense and include service cost expense of $2 million. Service cost expense will be included in 2014.labor and fringe on the consolidated income statement. Net periodic pension expense and post-retirement benefits expense in 2017 was a $2 million benefit and a $9 million expense, respectively. The increasedecrease in pension expense is primarily relateddue to lower discount rates and adoption of new mortality tables, partially offset by favorable pension asset experience.experience, slightly offset by the decrease in discount rates.

The following sensitivity analysis illustrates the effecteffects of changesa one percent change in certain assumptions like discount rates, salarieslong-term rate of return and health care costssalaries on the 20142018 estimated pension and post-retirement expense:

(Dollars in Millions)Pension OPEB
    
Discount Rate 1% change$23
 $2
Long-term Rate of Return 1% change$23
 N/A
Salary Inflation 1% change$9
 N/A
(Dollars in Millions) Pension Expense Post-Retirement Expense
Discount Rate $12
 $1
Long-term Rate of Return $26
 N/A
Salary Inflation $7
 N/A

Depreciation Policies for Assets Utilizing the Group-Life Method
The depreciable assets of the Company are depreciated using either the group-life or straight-line method of accounting, which are both acceptable depreciation methods in accordance with GAAP. The Company depreciates its railrailroad assets, including main-line track, locomotives and freight cars, using the group-life method of accounting. Assets depreciated under the group-life method comprise 85%86% of total fixed assets of $39$44 billion on a gross basis at December 2014. All other2017. The remaining depreciable assets of the Company, including non-railroad assets and assets under capital leases, are depreciated using the straight-line method on a straight-line basis. The group-life method aggregates assets with similar lives and characteristics into groups and depreciates each of these groups as a whole.  When using the group-life method, an underlying assumptionper asset basis. Land is that each group of assets, as a whole, is used and depreciated to the end of its recoverable life.not depreciated.

The Company currently utilizes more than 130 different depreciable asset categories to account for depreciation expense for the railroad assets that are depreciated under the group-life method of accounting.  Examples of depreciable asset categories include 18 different categories for crossties due to the different combinations of density classifications and asset types.  By utilizing various depreciable categories, the Company can more accurately account for the use of its assets.  All assets of the Company are depreciated on a time or life basis.

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The Company believes the group-life method of depreciation closely approximates the straight-line method of depreciation.  Additionally, due to the nature of most of its assets (e.g., track is one contiguous, connected asset), the Company believes that this is the most effective way to properly depreciate its assets.

Critical Accounting Estimates, continued

Management performs a review of depreciation expense and useful lives on a regular basis. Under the group-life method, of accounting, the service lives and salvage values for each group of assets are determined by completing periodic depreciation studies and applying management'smanagement’s assumptions regarding the service lives of its properties. A depreciation study (also referred to as a life study) is the periodic review of asset service lives, salvage values, accumulated depreciation, and other related factors for group assets conducted by a third-party specialist, analyzed by the Company’s management and approved by the STB, the regulatory board that has broad jurisdiction over railroad practices.  The STB requires depreciation studies be performed for equipment assets every three years and for road (e.g. bridges and signals) and track (e.g., rail, ties and ballast) assets every six years.  In 2014, the Company completed a depreciation study for its road and track assets. In 2012, the Company completed a depreciation study for its equipment assets and a technical update (an update to the prior depreciation study) for its road and track assets. The Company believes the frequency currently required by the STB provides adequate review of asset service lives and that a more frequent review would not result in a material change due to the long-lived nature of most of the assets.

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Critical Accounting Estimates, continued

Changes in asset service lives due to the results of the depreciation studies are applied on a prospective basis and could significantly impact future periods’ depreciation expense, and thus, the Company's results of operations.

There are several factors taken into account during the depreciation study and they include:

statistical analysis of historical life and salvage data for each group of property;
statistical analysis of historical retirements for each group of property;
evaluation of current operations;
evaluation of technological advances and maintenance schedules;
previous assessment of the condition of the assets andassets;
management's outlook for their continued use;on the future use of certain asset groups;
expected net salvage to be received upon retirement; and
comparison of assets to the same asset groups with other companies.

For retirements or disposals of depreciable rail assets that occur in the ordinary course of business, the asset cost (net of salvage value or sales proceeds) is charged to accumulated depreciation and no gain or loss is recognized.  As individual assets within a specific group are retired, resulting gains and losses are recorded in accumulated depreciation.  As part of the depreciation study, an assessment of the recorded amount of accumulated depreciation is made to determine if it is deficient (or in excess) of the appropriate amount indicated by the study. Any such deficiency (or excess), including any deferred gains or losses, is amortized as a component of depreciation expense over the remaining service life of the asset group until the next required depreciation study. Since the overall assumption with group-life is that the assets within the group on average have the same service life and characteristics, it is therefore concluded that the deferred gains and losses offset over time.

In the event that large groups of assets are removed from service as a result of unusual acts or sales, resulting gains and losses are recognized immediately. These acts are not considered to be in the normal course of business and are therefore recognized when incurred.  Examples of such acts would be the major destruction of assets due to significant storm damage (e.g., major hurricanes), the sale of a rail line segment to another railroad or the disposal of an entire class of assets (e.g., disposal of all refrigerated freight cars).

Recent experience with depreciation studies has resulted in depreciation rate changes whichthat did not materially affect the Company’s annual depreciation expense of $1.3 billion, $1.3 billion and $1.2 billion for 2017, 2016 and $1.1 billion for 2014 and 2013,2015 respectively.  A 1%one percent change in the average life of all group-life assets would result in an approximate $10$12 million change to the Company’s annual depreciation expense.


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Critical Accounting Estimates,For additional details, including a more detailed description of our related accounting policies, see Note 6, continuedProperties in the consolidated financial statements.

Income Taxes
CSX accounts for income taxes in accordance with the Income Taxes Topic in the ASC that addresses how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this topic, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The amount recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution.

CSX files a consolidated federal income tax return, which includes its principal domestic subsidiaries. Examinations of the federal income tax returns of CSX have been completed through 2013.2015. During 2014,2017, the Company participated in a contemporaneous Internal Revenue Service (“IRS”) audit of tax year 2014.years 2016 and 2017. Management believes an adequate provision has been made for any adjustments that might be assessed. While the final outcome of these matters cannot be predicted with certainty, it is the opinion of CSX management that none of these items will have a material adverse effect on the financial condition, results of operations or liquidity of CSX. An unexpected adverse resolution of one or more of these items, however, could have a material adverse effect on the results of operations in a particular fiscal quarter or fiscal year. As of December 2014,2017, the Company’s uncertain tax positions were $21$24 million.

New Accounting Pronouncements and ChangeChanges in Accounting Policy
See Note 1, Nature of Operations and Significant Accounting Policies under the caption, “New Accounting Pronouncements and Changes in Accounting Policy.”


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FORWARD-LOOKING STATEMENTS
 
Certain statements in this report and in other materials filed with the SEC,Securities and Exchange Commission, as well as information included in oral statements or other written statements made by the Company, are forward-looking statements. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements within the meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding:

projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items;

expectations as to results of operations and operational initiatives;
expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity;
management's plans, strategies and objectives for future operations, capital expenditures, workforce levels, dividends, share repurchases, safety and service performance, proposed new services and other matters that are not historical facts, and management's expectations as to future performance and operations and the time by which objectives will be achieved; and
future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity.

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Forward-looking statements are typically identified by words or phrases such as "will," "should," “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. The Company cautions against placing undue reliance on forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently available to it as of the date the forward-looking statement is made.  Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or results will be achieved.
 
Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements.

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The following important factors, in addition to those discussed in Part II, Item 1A (Risk Factors)1A. Risk Factors and elsewhere in this report, may cause actual results to differ materially from those contemplated by any forward-looking statements:

legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry;

the outcome of litigation, claims and other contingent liabilities, including, but not limited to, those related to fuel surcharge, environmental matters, taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses;

changes in domestic or international economic, political or business conditions, including those affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation) and the level of demand for products carried by CSXT;

natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company's operations, systems, property or equipment;

competition from other modes of freight transportation, such as trucking, and competition and consolidation or financial distress within the transportation industry generally;

the cost of compliance with laws and regulations that differ from expectations (including those associated with Positive Train ControlPTC implementation) andas well as costs, penalties and operational and liquidity impacts associated with noncompliance with applicable laws or regulations;

the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes;

unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as well as management's decisions regarding share repurchases;

changes in fuel prices, surcharges for fuel and the availability of fuel;

the impact of natural gas prices on coal-fired electricity generation;

the impact of global supply and price of seaborne coal on CSX's export coal market;

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availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;

the inherent business risks associated with safety and security, including the transportation of hazardous materials or a cybersecurity attack which would threaten the availability and vulnerability of information technology, technology;
adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;

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loss of key personnel or the inability to hire and retain qualified employees;
labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers' ability to deliver goods to the Company for shipment;

the Company's success in implementing its strategic, financial and operational initiatives;

the impact of conditions in the real estate market on the Company's ability to sell assets;
changes in operating conditions and costs or commodity concentrations; and

the inherent uncertainty associated with projecting economic and business conditions.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in CSX's other SEC reports, which are accessible on the SEC's website at www.sec.gov and the Company's website at www.csx.com. The information on the CSX website is not part of this annual report on Form 10-K.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
 
CSX does not hold or issue derivative financial instruments for trading purposes. Historically, the Company has used derivative financial instruments to address market risk exposure to fluctuations in interest rates. As of December 2014,2017, CSX does not have a material amount of floating rate debt obligations outstanding, and therefore fluctuations in the interest rate would not have a material impact on the Company's financial condition, results of operations or liquidity.




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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
   
  Page
Report of Independent Registered Public Accounting Firm
   
CSX Corporation 
   
Consolidated Financial Statements and Notes to Consolidated Financial Statements 
 Herewith: 
    
Consolidated Income Statements for the Fiscal Years Ended:
 December 26, 201431, 2017 
 December 27, 201330, 2016 
 December 28, 201225, 2015 
   
Consolidated Comprehensive Income Statements for the Fiscal Years Ended:
 December 26, 201431, 2017 
 December 27, 201330, 2016 
 December 28, 201225, 2015 
   
Consolidated Balance Sheets as of:
 December 26, 201431, 2017 
 December 27, 201330, 2016 
   
Consolidated Cash Flow Statements for Fiscal Years Ended:
 December 26, 201431, 2017 
 December 27, 201330, 2016 
 December 28, 201225, 2015 
   
Consolidated Statements of Changes in Shareholders' Equity:
 December 26, 201431, 2017 
 December 27, 201330, 2016 
 December 28, 201225, 2015 
   
Notes to Consolidated Financial Statements

52


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders and Board of Directors of CSX Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CSX Corporation (the Company) as of December 26, 201431, 2017 and December 27, 2013,30, 2016, and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for each of the three fiscal years in the period ended December 26, 201431, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and December 30, 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 7, 2018 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CSX Corporation at December 26, 2014 and December 27, 2013, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended December 26, 2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CSX Corporation's internal control over financial reporting as of December 26, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 11, 2015 expressed an unqualified opinion thereon.

    
/s/ Ernst & Young LLP 
Certified Public Accountants

We have served as the Company’s auditor since 1981.


Jacksonville, Florida
February 11, 20157, 2018

53


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED INCOME STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Fiscal YearsFiscal Years
2014 2013 20122017 2016 2015
Revenue$12,669
 $12,026
 $11,763
$11,408
 $11,069
 $11,811
Expense    
     
Labor and Fringe3,377
 3,138
 3,020
2,914
 3,159
 3,290
Materials, Supplies and Other2,484
 2,275
 2,156
2,113
 2,092
 2,356
Depreciation1,315
 1,301
 1,208
Fuel1,616
 1,656
 1,672
864
 713
 957
Depreciation1,151
 1,104
 1,059
Equipment and Other Rents428
 380
 392
429
 465
 456
Restructuring Charges (Note 1)325
 
 
Equity Earnings of Affiliates(219) (50) (40)
Total Expense9,056
 8,553
 8,299
7,741
 7,680
 8,227
          
Operating Income3,613
 3,473
 3,464
3,667
 3,389
 3,584
          
Interest Expense(545) (562) (566)(546) (579) (544)
Other (Expense) Income - Net (Note 10)(24) 11
 73
Debt Repurchase Expense
 (115) 
Other Income (Expense) - Net (Note 10)21
 46
 98
Earnings Before Income Taxes3,044
 2,922
 2,971
3,142
 2,741
 3,138
          
Income Tax Expense (Note 11)(1,117) (1,058) (1,108)
Income Tax Benefit (Expense) (Note 11)2,329
 (1,027) (1,170)
Net Earnings$1,927
 $1,864
 $1,863
$5,471
 $1,714
 $1,968
          
Per Common Share (Note 2)          
Net Earnings Per Share          
Basic$1.93
 $1.83
 $1.80
$6.01
 $1.81
 $2.00
Assuming Dilution$1.92
 $1.83
 $1.79
$5.99
 $1.81
 $2.00
          
Average Common Shares Outstanding (Millions)
          
Basic1,001
 1,019
 1,038
911
 947
 983
Assuming Dilution1,002
 1,019
 1,040
914
 948
 984
          
Cash Dividends Paid Per Common Share$0.63
 $0.59
 $0.54
$0.78
 $0.72
 $0.70


Certain prior year data has been reclassified to conform to the current presentation.
See accompanying Notes to Consolidated Financial StatementsStatements.

54


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
(Dollars in Millions)

Fiscal YearsFiscal Years
201420132012201720162015
Net Earnings$1,927
$1,864
$1,863
$5,471
$1,714
$1,968
Other Comprehensive (Loss) Income, Net of Tax: 
Other Comprehensive Income (Loss) - Net of Tax: 
Pension and Other Post-Employment Benefits(149)389
(52)140
21
10
Other6
24
(9)14
4
(9)
Total Other Comprehensive (Loss) Income(143)413
(61)
Total Other Comprehensive Income (Loss)154
25
1
Comprehensive Earnings (Note 14)$1,784
$2,277
$1,802
$5,625
$1,739
$1,969

See accompanying Notes to Consolidated Financial StatementsStatements.





































55


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
December DecemberDecember December
2014 20132017 2016
ASSETS
Current Assets:      
Cash and Cash Equivalents (Note 1)$669
 $592
$401
 $603
Short-term Investments292
 487
18
 417
Accounts Receivable - Net (Note 1)1,129
 1,052
970
 938
Materials and Supplies273
 252
372
 407
Deferred Income Taxes141
 155
Other Current Assets68
 64
154
 122
Total Current Assets2,572
 2,602
1,915
 2,487
      
Properties39,343
 37,184
44,324
 43,227
Accumulated Depreciation(10,759) (9,893)(12,560) (12,077)
Properties - Net (Note 6)28,584
 27,291
31,764
 31,150
      
Investment in Conrail (Note 12)779
 752
907
 840
Affiliates and Other Companies577
 546
779
 619
Other Long-term Assets541
 591
374
 318
Total Assets$33,053
 $31,782
$35,739
 $35,414
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:      
Accounts Payable$845
 $957
$847
 $806
Labor and Fringe Benefits Payable613
 587
602
 545
Casualty, Environmental and Other Reserves (Note 5)142
 151
108
 115
Current Maturities of Long-term Debt (Note 9)228
 533
19
 331
Income and Other Taxes Payable163
 91
157
 129
Other Current Liabilities116
 105
161
 114
Total Current Liabilities2,107
 2,424
1,894
 2,040
      
Casualty, Environmental and Other Reserves (Note 5)276
 300
266
 259
Long-term Debt (Note 9)9,514
 9,022
11,790
 10,962
Deferred Income Taxes (Note 11)8,858
 8,662
Deferred Income Taxes - Net (Note 11)6,418
 9,596
Other Long-term Liabilities1,122
 870
650
 863
Total Liabilities21,877
 21,278
21,018
 23,720
      
Shareholders' Equity: 
  
 
  
Common Stock, $1 Par Value (Note 3)992
 1,009
890
 928
Other Capital92
 61
217
 138
Retained Earnings (Note 1)10,734
 9,936
14,084
 11,253
Accumulated Other Comprehensive Loss (Note 14)(666) (523)(486) (640)
Noncontrolling Minority Interest24
 21
16
 15
Total Shareholders' Equity11,176
 10,504
14,721
 11,694
Total Liabilities and Shareholders' Equity$33,053
 $31,782
$35,739
 $35,414


Certain prior year data has been reclassified to conform to the current presentation.
See accompanying Notes to Consolidated Financial StatementsStatements.

56


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED CASH FLOW STATEMENTS
(Dollars in Millions)
Fiscal YearsFiscal Years
2014 2013 20122017 2016 2015
OPERATING ACTIVITIES          
Net Earnings$1,927
 $1,864
 $1,863
$5,471
 $1,714
 $1,968
Adjustments to Reconcile Net Earnings to Net Cash 
       
  
Provided by Operating Activities:          
Depreciation1,151
 1,104
 1,059
1,315
 1,301
 1,208
Restructuring Charge (Note 1)325
 
 
Cash Payments for Restructuring Charge(187) 
 
Deferred Income Taxes298
 300
 592
(3,233) 405
 456
Earnings of equity-method investments(219) (50) (40)
Contributions to Qualified Pension Plans (Note 8)
 
 (275)
 (250) 
Gain on Property Dispositions(11) (70) (166)(18) (128) (90)
Other Operating Activities14
 (35) (64)(17) (20) 62
Changes in Operating Assets and Liabilities:     
    
Accounts Receivable(119) (6) 61
(70) 84
 149
Other Current Assets(26) 36
 (32)1
 (113) (84)
Accounts Payable1
 28
 (4)41
 40
 (79)
Income and Other Taxes Payable74
 (67) (14)20
 23
 (62)
Other Current Liabilities34
 113
 (74)43
 35
 (118)
Net Cash Provided by Operating Activities3,343
 3,267
 2,946
3,472
 3,041
 3,370
INVESTING ACTIVITIES          
Property Additions(2,449) (2,313) (2,341)(2,040) (2,398) (2,562)
Purchase of Short-term Investments(1,433) (1,256) (633)(782) (929) (1,739)
Proceeds from Sales of Short-term Investments1,674
 1,401
 581
1,193
 1,325
 1,225
Proceeds from Property Dispositions62
 53
 186
97
 195
 147
Other Investing Activities(37) (112) (70)37
 9
 37
Net Cash Used in Investing Activities(2,183) (2,227) (2,277)(1,495) (1,798) (2,892)
FINANCING ACTIVITIES          
Long-term Debt Issued (Note 9)1,000
 500
 1,100
850
 2,200
 1,200
Long-term Debt Repaid (Note 9)(933) (780) (508)(333) (1,419) (229)
Dividends Paid(629) (600) (558)(708) (680) (686)
Stock Options Exercised
 9
 14
Shares Repurchased(517) (353) (734)(1,970) (1,056) (804)
Other Financing Activities(4) (8) 18
(18) (313) 
Net Cash Used in Financing Activities(1,083) (1,232) (668)(2,179) (1,268) (519)
Net (Decrease) Increase in Cash and Cash Equivalents77
 (192) 1
Net Decrease in Cash and Cash Equivalents(202) (25) (41)
CASH AND CASH EQUIVALENTS          
Cash and Cash Equivalents at Beginning of Period592
 784
 783
603
 628
 669
Cash and Cash Equivalents at End of Period$669
 $592
 $784
$401
 $603
 $628
          
SUPPLEMENTAL CASH FLOW INFORMATION          
Interest Paid - Net of Amounts Capitalized$575
 $595
 $592
$555
 $606
 $566
Income Taxes Paid$741
 $824
 $506
$911
 $580
 $768
Seller Financed Assets$
 $
 $307



Certain prior year data has been reclassified to conform to the current presentation.
See accompanying Notes to Consolidated Financial StatementsStatements.

57


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY
(Dollars in Millions)
Common Shares Outstanding(Thousands)
Common Stock and Other CapitalRetained Earnings
Accumulated
Other
Comprehensive
Income
(Loss) (a)
Non-
controlling Interest
Total Shareholders' Equity
Common Shares Outstanding (Thousands)
Common Stock and Other CapitalRetained Earnings
Accumulated
Other
Comprehensive
Income
(Loss) (a)
Non-
controlling Interest
Total Shareholders' Equity
December 30, 20111,049,157
$1,055
$8,405
$(875)$13
$8,598
Comprehensive Earnings:    
Net Earnings

1,863


1,863
Other Comprehensive Loss (Note 14)


(61)
(61)
Total Comprehensive Earnings  1,802
Common stock dividends, $0.54 per share

(558)

(558)
Share Repurchases(34,088)(34)(700)

(734)
Bond Conversions155
1



1
Stock Option Exercises and Other5,261
26


1
27
December 28, 20121,020,485
1,048
9,010
(936)14
9,136
December 26, 2014991,591
$1,084
$10,734
$(666)$24
$11,176
Comprehensive Earnings:        
Net Earnings

1,864


1,864

 
1,968


1,968
Other Comprehensive Income (Note 14)


413

413

 

1

1
Total Comprehensive Earnings  2,277
    1,969
Common stock dividends, $0.59 per share

(600)

(600)
Share Repurchases(13,791)(14)(339)

(353)
Bond Conversions1





Stock Option Exercises and Other2,165
36
1

7
44
December 27, 20131,008,860
1,070
9,936
(523)21
10,504
Comprehensive Earnings:   
Net Earnings

1,927


1,927
Other Comprehensive Loss (Note 14)


(143)
(143)
Total Comprehensive Earnings  1,784
Common stock dividends, $0.63 per share

(629)

(629)
Common stock dividends, $0.70 per share
 
(686)

(686)
Share Repurchases(17,010)(17)(500)

(517)(26,359) (26)(778)

(804)
Bond Conversions134
1



1
13
 




Other(393)30


3
33
269
 21


(8)13
December 26, 2014991,591
$1,084
$10,734
$(666)$24
$11,176
December 25, 2015965,514
 1,079
11,238
(665)16
11,668
Comprehensive Earnings:     
Net Earnings
 
1,714


1,714
Other Comprehensive Income (Note 14)
 

25

25
Total Comprehensive Earnings    1,739
Common stock dividends, $0.72 per share
 
(680)

(680)
Share Repurchases(38,379) (38)(1,018)

(1,056)
Bond Conversions94
 1



1
Other951
 24
(1)
(1)22
December 30, 2016928,180
 1,066
11,253
(640)15
11,694
Comprehensive Earnings:     
Net Earnings
 
5,471


5,471
Other Comprehensive Income (Note 14)
 

154

154
Total Comprehensive Earnings    5,625
Common stock dividends, $0.78 per share
 
(708)

(708)
Share Repurchases(38,785) (39)(1,931)

(1,970)
Other456
 80
(1)
1
80
December 31, 2017889,851
$1,107
$14,084
$(486)$16
$14,721

(a) Accumulated Other Comprehensive Loss year-end balances shown above are net of tax. The associated taxes were $162 million, $496 million, $266335 million and $354$347 million for 2012, 20132017, 2016 and 2014,2015, respectively. For additional information see Note 14, Other Comprehensive Income.

See accompanying Notes to Consolidated Financial StatementsStatements.


58


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  Nature of Operations and Significant Accounting Policies

Business
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.trailers, as well as other transportation services such as rail-to-truck transfers and bulk commodity operations.

The Company’s annual average number of employees was approximately 32,000 in 2014,24,000 as of December 2017, which includes approximately 26,00020,000 union employees.  Most of the Company’s employees provide or support transportation services.

CSX Transportation, Inc.
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. It has access to over 70 ocean, river and lake port terminals along the Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St. Lawrence Seaway. The Company’s intermodal business also part of CSXT, links customers to railroads via trucks and terminals. CSXT also serves thousands of production and distribution facilities through track connections to approximately 240230 short-line and regional railroads.

CSXT is now responsible for the Company's real estate sales, leasing, acquisition and management and development activities after a merger with CSX Real Property, Inc., a former wholly-owned CSX subsidiary, on July 1, 2017. In addition, as substantially all real estate sales, leasing, acquisition and management and development activities are focused on supporting railroad operations, all results of these activities are included in operating income beginning in 2017. Previously, the results of these activities were classified as operating or non-operating based on the nature of the activity and were not material for any periods presented.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

Lines of Business
During 2014,2017, the CompanyCompany's services generated $12.7$11.4 billion of revenue and served three primary lines of business: merchandise, coal and intermodal.

The merchandise business shipped over 2.92.7 million carloads and generated approximately 60%62 percent of revenue and 42%42 percent of volume in 2014.2017. The Company’s merchandise business is comprised of shipments in the mostfollowing diverse marketmarkets: chemicals, automotive, agricultural and transports aggregates (which include crushed stone, sandfood products, minerals, fertilizers, forest products, and gravel), metal, phosphate, fertilizer, food, consumer (manufactured goodsmetals and appliances), agricultural, automotive, paper and chemical products.
equipment.
The coal business shipped nearly 1.3 millionabout 855 thousand carloads and accounted for 22%18 percent of revenue and 18%13 percent of volume in 2014.2017. The Company transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants as well as export coal to deep-water port facilities. Almost halfRoughly one-third of export coal and nearly allthe majority of the domestic coal that the Company transports is used for generating electricity.
The intermodal business accounted for approximately 14%16 percent of revenue and 40%44 percent of volume in 2014.2017. The intermodal line of business combines the superior economics of rail transportation with the short-haul flexibility of trucks and offers a competitive cost advantage over long-haul trucking. Through a network of more than 5040 terminals, the intermodal business serves all major markets east of the Mississippi River and transports mainly manufactured consumer goods in containers, providing customers with truck-like service for longer shipments.

Other revenue accounted for approximately 4%4 percent of the Company’s total revenue in 2014.2017. This revenue category includes revenue from regional subsidiary railroads, demurrage, revenue for customer volume commitments not met, switching, and other incidental charges.charges and adjustments to revenue reserves. Revenue from regional railroads includes shipments by railroads that the Company does not directly operate. Demurrage represents charges assessed when freight cars or other equipment are held beyond a specified period of time. Switching revenue is primarily generated when CSXT switches cars for a customer or another railroad.

59


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

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, theThe biggest Transflo markets are chemicals and agriculture, which includes 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 by the Company.  Results of these activities fluctuate with the timing of non-operating 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 financial position of CSX and its subsidiaries at December 26, 201431, 2017 and December 27, 2013,30, 2016, and the consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for fiscal years 2014, 20132017, 2016 and 2012.2015. In addition, management has evaluated and disclosed all material events occurring subsequent to the date of the financial statements up to the date this annual report is filed on Form 10-K.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

Fiscal Year
Through the second quarter 2017, CSX followsfollowed a 52/53 week fiscal reporting calendar.  This fiscal calendar allowswith the last day of each reporting period ending on a Friday. The 52/53 week calendar allowed for every quarter to consistently end on a Friday and typically,year to be of equal duration, (13 weeks), resulting in a13 weeks and 52 week fiscal year.weeks, respectively. To maintain this type of reporting calendar, every fifth or sixth year, (depending on the Gregorian calendar and when leap year falls), an extra week will be included inwas added to the fourth quarter (a 14-week fiscal quarter) and therefore, that fullyear, making the reporting periods 14 weeks and 53 weeks, respectively. In 2016, the fourth quarter and fiscal year will have 53 weeks.  The next 53 week fiscal year will be 2016, which will end on December 30, 2016.included this extra week.

Fiscal years 2014, 2013 and 2012 each consistedOn July 7, 2017, the Board of 52 weeksDirectors of CSX approved a change in the fiscal reporting calendar from a 52/53 week year ending on the last Friday of December to a calendar year ending on December 31 each year, effective beginning with fiscal third quarter 2017. Related to the change in the fiscal calendar:

Fiscal year 2017 (December 31, 2016 through December 31, 2017) contained 366 days, and fiscal year 2016 (December 26, 2014, 2015 through December 27, 201330, 2016) contained 371 days
Fiscal first quarter 2017 (December 31, 2016 through March 31, 2017) contained 91 days, and fiscal first quarter 2016 (December 26, 2015 through March 25, 2016) contained 91 days
Fiscal second quarter 2017 (April 1, 2017 through June 30, 2017) contained 91 days, and fiscal second quarter 2016 (September 24, 2016 through December 28, 2012, respectively.30, 2016) contained 91 days
Fiscal third quarter 2017 (July 1, 2017 through September 30, 2017) contained 92 days, and fiscal third quarter 2016 (June 25, 2016 through September 23, 2016) contained 91 days
Fiscal fourth quarter 2017 (October 1, 2017 through December 31, 2017) contained 92 days, and fiscal fourth quarter 2016 (September 24, 2016 through December 30, 2016) contained 98 days
This change did not materially impact comparability of the Company’s financial results for fiscal year 2016 and fiscal year 2017. Accordingly, the change to a calendar fiscal year was made on a prospective basis and operating results for prior periods have not been adjusted. The Company is not required to file a transition report because this change is not deemed a change in fiscal year for purposes of reporting subject to Rule 13a-10 or Rule 15d-10 of the Securities Exchange Act of 1934 as the new fiscal year commenced with the end of the prior fiscal year end and within seven days of the prior fiscal year end. Except as otherwise specified, references to full yearyears indicate CSX’s fiscal periodsyears ended on these dates.December 31, 2017 and December 30, 2016.

Principles of Consolidation
The consolidated financial statements include results of operations of CSX and subsidiaries over which CSX has majority ownership or financial control. All significant intercompany accounts and transactions have been eliminated. Most investments in companies that were not majority-owned were carried at cost (if less than 20% owned and the Company has no significant influence) or were accounted for under the equity method (if the Company has significant influence but does not have control). These investments are reported within Investment in Conrail or Affiliates and Other InvestmentsCompanies on the consolidated balance sheets.



60


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

Cash and Cash Equivalents
On a daily basis, cash in excess of current operating requirements is invested in various highly liquid investments having a typical maturity date of three months or less at the date of acquisition. These investments wereare carried at cost, which approximated market value, and wereare classified as cash equivalents.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

Investments
Investments in instruments with original maturities greater than three months butthat will mature in less than one year wereare classified as short-term investments. Investments with original maturities greater thanof one year wereor greater are initially classified within other long-term assets.assets, and the classification is re-evaluated at each balance sheet date.

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 worthinesscreditworthiness 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 $41$26 million and $33 million is included in the consolidated balance sheets as of December 20142017 and December 2013,2016, respectively.

Materials and Supplies
Materials and supplies in the consolidated balance sheets are carried at average costs and consist primarily of fuel and parts used in the repair and maintenance of CSXT’s freight car and locomotive fleets, equipment and track structure.

Goodwill
Goodwill represents purchase price in excess of fair value and is related to affiliates of CSXT, primarily P&L Transportation, Inc. Goodwill of $63 million and $64 million is recorded in other long-term assets in the consolidated balance sheets as of December 20142017 and 2013,December 2016, respectively.

Revenue and Expense Recognition
The Company recognizes freight revenue using Free-On-Board Origin pursuant to the Revenue Recognition Topic in the ASC.Accounting Standards Codification ("ASC").  Accounting guidance in this topic provides for the allocation of revenue between reporting periods based on relative transit time in each reporting period.  Expenses are recognized as incurred.
    
The certain key estimates included in the recognition and measurement of revenue and related accounts receivable under the policies described above are as follows:

revenue associated with shipments in transit is recognized ratably over transit time and is based on average cycle times to move commodities and products from their origin to their final destination or interchange;
adjustments to revenue for billing corrections, billing discounts and bad debts or to accounts receivable for allowances for doubtful accounts;
adjustments to revenue for overcharge claims filed by customers, which are based on historical cash paid to customers for rate overcharges as a percentage of total billing;


61


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 1.  Nature of Operations and Significant Accounting Policies, continued
incentive-based refunds to customers, which are primarily based on customers achieving certain volume thresholds, and are recorded as a reduction to revenue on the basis of management’s best estimate of the projected liability (this estimate is based on historical activity, current volume levels and a forecastforecasted future volume).


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 1.  Nature of future volume);Operations and Significant Accounting Policies, continued

The Company regularly updates the estimates described above based on historical experience and current conditions. All other revenue, such as demurrage, switching and other incidental charges are recorded upon completion of the service.

New Accounting Pronouncements
In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity on what changes to share-based awards are considered substantive and require modification accounting to be applied. This update is required beginning with first quarter 2018 and should be applied prospectively to award modifications after the effective date. The Company early adopted this standard update in second quarter 2017 and will apply it prospectively to any award modifications after the adoption date. The Company does not regularly modify the terms and conditions of share-based awards and does not believe this standard update will have a material effect on its financial condition, results of operations or liquidity.

In March 2017, the FASB issued ASU Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, whichrequires that only the service cost component of net periodic benefit costs be recorded as compensation cost in the operating expense section of the income statement. All other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of net loss) will be presented in other income - net. This standard update is effective beginning with the first quarter 2018 and must be applied retrospectively. The Company does not believe this standard update will have a material effect on its financial condition, results of operations or liquidity. The Company currently records service costs and net benefit costs within labor and fringe expense. In 2017, pension and other post-retirement benefit charges and pension settlement charges totaling $85 million were included in the restructuring charge. Beginning in first quarter 2018, only the service cost will be recorded within labor and fringe expense, and the other components of net benefit costs will be recorded in other income. The retrospective impact of adoption will be an increase in operating income for the prior years presented as the other components were a net expense. The impact of adoption is projected to be a decrease in operating income for 2018. The retrospective impact of adoption is shown in the following table.

 Fiscal Years
 2017 2016 2015
    
Increase in Operating Income$53
 $24
 $44
Decrease in Other Income

(53) (24) (44)

In March 2017, the FASB issued ASU Simplifying the Test for Goodwill Impairment, which eliminates step two, the calculation of the implied fair value of goodwill, from the goodwill impairment test. Impairment will be quantified in step one of the test as the amount by which the carrying amount exceeds the fair value. This standard update is effective beginning first quarter 2020 and must be applied prospectively. The Company does not believe this standard update will have a material effect on its financial condition, results of operations or liquidity.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

In May 2014, the FASB issued an Accounting Standards Update,ASU 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. CSX will adopt this standard update in first quarter 2018 using a modified retrospective method of adoption.
The FASB has also issued several amendments to the revenue standard, including clarification on accounting for principal versus agent considerations (i.e., reporting gross versus net), licenses of intellectual property and identifying performance obligations. These amendments do not change the core principle of the standard, but provide clarity and implementation guidance.

The Company is currently finalizing its review of the impact of adopting this new guidance and has developed a comprehensive implementation plan. In-depth reviews of commercial contracts have been completed and changes to processes and internal controls to meet the standard’s reporting and disclosure requirements have been identified and are being implemented. Adoption of this standard update will becomenot materially impact the Company's financial condition, results of operations or liquidity. Freight revenue will continue to be recognized ratably over transit time. Additionally, the disaggregated revenue information required to be disclosed under this standard update is similar to the information currently included in the Results of Operations section of Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In February 2016, the FASB issued ASU, Leases, which will require lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability, and lessors to recognize a net lease investment. Additional qualitative and quantitative disclosures will also be required. This standard update is effective for CSX beginning with the first quarter 20172019 and canwill be adopted either retrospectivelyusing a modified retrospective method. Changes to each priorprocesses and internal controls to meet the standard’s reporting period presented orand disclosure requirements have been identified and are being implemented. Software has been implemented that will assist in the recognition of additional assets and liabilities to be included on the balance sheet related to leases currently classified as a cumulative effect adjustment as of the date of adoption.operating leases with durations greater than twelve months, with certain allowable exceptions. The Company is currently evaluatingcontinues to evaluate the expected impact of adopting this new guidancestandard update on the consolidated financial statementsdisclosures, but does not anticipate any material changes to operating results or liquidity..

CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

In February 2013, the FASB issued anNOTE 1.Nature of Operations and Significant Accounting Standards Update to thePolicies, Comprehensive Income Topic in the Accounting Standards Codifications ("ASC"). This update requires separate presentation of the components that are reclassified out of accumulated other comprehensive income either on the face of the financial statements or in the notes to the financial statements. This update also requires companies to disclose the income statement line items impacted by any significant reclassifications, such as the amortization of pension and other post-employment benefits adjustments. These items are required for both interim and annual reporting for public companies and became effective for CSX beginning with the first quarter 2013 Form 10-Q filing.continued

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of certain revenues and expenses during the reporting period. Actual results may differ from those estimates. Critical accounting estimates using management judgment are made for the following areas:
casualty,
personal injury, environmental and legal reserves (see Note 5, Casualty, Environmental and Other Reserves)Reserves);
pension and post-retirement medical plan accounting (see Note 8, Employee Benefit Plans)Plans);
depreciation policies for assets under the group-life method (see Note 6, Properties)Properties); and
income taxes (see Note 11, Income Taxes)Taxes).

Other Items
Management Workforce Reduction
Through an involuntary separation program with enhanced benefits to further its strategic objectives, CSX reduced its management workforce by approximately 950employees during 2017. The Company has been focused on driving efficiencies through process improvement and responding to business mix shifts. These management reductions were designed to further streamline general and administrative and operating support functions to speed decision making and further control costs. In April 2017, the involuntary separation program was essentially completed. This program extends separation benefits for certain members of management that could result in additional charges through first quarter 2018. Accordingly, additional charges were incurred under the program throughout the year, including charges related to the separation of senior executives during fourth quarter 2017. The majority of separation benefits are being paid from general corporate funds while certain benefits are being paid through CSX’s qualified pension plans.

Executive Retirements
62In first quarter 2017, the Company's former Chief Executive Officer, Michael J. Ward, and President, Clarence W. Gooden, announced their retirements, and the terms of their unvested equity awards were modified to permit prorated vesting through May 31, 2018. The lump-sum payments of their non-qualified pension benefits also resulted in a settlement charge in fourth quarter 2017.


Reimbursement Arrangements
In June 2017, the Company and the Company's former President and Chief Executive Officer, E. Hunter Harrison, executed a letter agreement providing for certain reimbursement arrangements. Pursuant to the letter agreement, the Company made a reimbursement payment to MR Argent Advisor LLC ("Mantle Ridge") of $55 million for funds previously paid to Mr. Harrison by Mantle Ridge. Further, the Company assumed Mantle Ridge’s obligation to pay Mr. Harrison, prior to March 15, 2018, a lump sum cash amount of $29 million in respect of other forfeited compensation from his previous employer, Canadian Pacific Railway Limited. This $29 million payment was made to his estate following his death in December 2017. The Company also assumed Mantle Ridge’s tax indemnification obligations to Mr. Harrison, which was intended to allow Mr. Harrison to remain in the same after-tax position as if he had not: (i) forfeited such compensation and benefits earned from CP; and (ii) received $55 million from Mantle Ridge.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

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

Other Items
Share Repurchases
InThe ownership position of Mantle Ridge, a CSX shareholder, is detailed in the Company's Proxy Statement on Schedule 14A filed on April 2013,20, 2017 and subsequent Form 4 filings with the SEC. The Vice-Chairman of CSX's Board of Directors, Paul C. Hilal, founded and controls Mantle Ridge and each of its related entities. At the Company's 2017 annual meeting of shareholders held on June 5, 2017, the Company's shareholders approved, on an advisory basis, with approximately 93 percent of the vote, the Company announced a new $1 billion share repurchase program, which isundertaking such reimbursement arrangements.

Restructuring Charge
The total restructuring charge includes costs related to the management workforce reduction, executive retirements, reimbursement arrangements, the proration of equity awards and other advisory costs related to the leadership transition. Future charges related to this restructuring are not expected to be completed by April 2015. Management's assessment of market conditionsmaterial. Expenses related to the management workforce reduction and other factors guides the timing and volume of repurchases. Future share repurchasescosts are expected to be funded by cash on hand, cash generated from operations and debt issuances. During 2014 and 2013, CSX repurchased $517 million, or 17 million shares, and $353 million or 14 million shares, respectively, of common stock under this program. Additionally, the Company repurchased a total of $734 million, or 34 million shares in 2012 under a previous share repurchase program. In accordance with the Equity Topicshown in the ASC, the excessfollowing table.
 2017
(Dollars in millions)
First
Quarter
Second QuarterThird QuarterFourth QuarterYear-to-Date
Severance$81
$10
$
$7
$98
Pension and Other Post-Retirement Benefit Charges63
7

3
73
Share-Based Compensation Remeasurement5
3

7
15
Relocation6
2


8
     Subtotal Management Workforce Reduction$155
$22
$
$17
$194
Reimbursement Arrangements
84


84
Non-Cash Executive Equity Awards Proration8
16


24
Non-Cash Pension Settlement Charge


12
12
Other Charges Including Fees Related to Shareholder Matters10

1

11
     Total Restructuring Charge$173
$122
$1
$29
$325


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 1.  Nature of repurchase price over par value is recorded in retained earnings. Generally, retained earnings is only impacted by net earningsOperations and dividends.Significant Accounting Policies, continued

Workforce Reduction Plan
In November 2014,Charges and payments related to the Company announced amanagement workforce reduction plan to streamlineand other costs are shown in the organization. The initiative reduced management workforce by approximately 300 positions through a voluntary separation program with enhanced benefits as well as a subsequent involuntary severance over the fourth quarter of 2014 and the first quarter of 2015. The Company recorded an initial charge of $39 million related to this program.  The total estimated cost of the program is expected to be approximately $45 million. following table.
(Dollars in millions)2017 Charges
2017
Payments
Non-cash
Items
Liability
12/31/2017
Severance$98
$(86)$
$12
Pension, Other Post-Retirement Benefit Charges (a)
73

(73)
Share-Based Compensation Remeasurement15

(15)
Relocation8
(6)
2
Subtotal Management Workforce Reduction$194
$(92)$(88)$14
Reimbursement Arrangements84
(84)

Non-Cash Executive Equity Awards Proration24

(24)
Non-Cash Pension Settlement Charge12

(12)
Other Charges Including Fees Related to Shareholder Matters11
(11)

Total Restructuring Charge$325
$(187)$(124)$14
(a)The majority of non-cash items are related to certain benefits paid through CSX's qualified pension plans.

Separation Benefits
Union agreements and facility closures in 2015, and management streamlining under workforce reduction plans announced in 2014 resulted in payment of separation benefits will be paid from CSX’s qualified pensionto employees of $51 million in 2015. These amounts are recognized in labor and fringe and materials, supplies and other on the consolidated statements of income. Separation benefits incurred in 2016 related to workforce reduction plans with the remainder being paid from general corporate funds.were not material.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 2.  Earnings Per Share

The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution:
Fiscal YearsFiscal Years
2014 2013 20122017 2016 2015
Numerator (Dollars in Millions):
      
Net Earnings$1,927
 $1,864
 $1,863
$5,471
 $1,714
 $1,968
Dividend Equivalents on Restricted Stock(1) 
 
(1) (1) (1)
Net Earnings, Attributable to Common Shareholders$1,926
 $1,864
 $1,863
$5,470
 $1,713
 $1,967
          
Denominator (Units in Millions):
          
Average Common Shares Outstanding1,001
 1,019
 1,038
911
 947
 983
Other Potentially Dilutive Common Shares1
 
 2
3
 1
 1
Average Common Shares Outstanding, Assuming Dilution1,002
 1,019
 1,040
914
 948
 984
          
Net Earnings Per Share, Basic$1.93
 $1.83
 $1.80
$6.01
 $1.81
 $2.00
Net Earnings Per Share, Assuming Dilution$1.92
 $1.83
 $1.79
$5.99
 $1.81
 $2.00

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

63


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 2.  Earnings Per Share, continued

instruments. CSX's potentially dilutive instruments are made up of equity awards, which include long-term incentive awards;awards and
in prior periods, employee stock options (all stock options expired in May 2013).options.

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.

When calculating diluted earnings per share, CSX is required to include the potential shares that would be outstanding if all outstanding stock options were exercised. This number is different from outstanding stock options, which is included in Note 4, Stock Plans and Share-Based Compensation, because it is offset by shares CSX could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent. Approximately 7.6 million, 2.8 million and 2.5 million of total average outstanding stock options for 2017, 2016 and 2015, respectively, were excluded from the diluted earnings per share calculation because their effect was antidilutive.

CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 2.  Earnings Per Share, continued

Share Repurchases
Share repurchases under the $2 billion program announced in April 2015 were completed in April 2017. The Company subsequently announced a $1 billion share repurchase program in April 2017, with additional authority of $500 million added in July 2017. Repurchases under that program were completed on October 2, 2017, and the Company announced a new $1.5 billion share repurchase program on October 25, 2017.

During 2017, 2016, and 2015, CSX repurchased the following shares:
 Fiscal Years
 2017 2016 2015
Shares Repurchased (Units in Millions)
39
 38
 26
Cost of Shares (Dollars in Millions)
$1,970
 $1,056
 $804

Management's assessment of market conditions and other factors guide 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. Shares are retired immediately upon repurchase. In accordance with the Equity Topic in the ASC, the Company elected to allocate the excess of repurchase price over par value and record in retained earnings. Generally, retained earnings is only impacted by net earnings and dividends.

NOTE 3. Shareholders’ Equity

Common and preferred stock consists of the following:


Common Stock, $1 Par ValueDecember 20142017
 (Units in Millions)
Common Shares Authorized1,800
Common Shares Issued and Outstanding992890
  
Preferred Stock 
Preferred Shares Authorized25
Preferred Shares Issued and Outstanding

Holders of common stock are entitled to one vote on all matters requiring a vote for each share held. Preferred stock is senior to common stock with respect to dividends and upon liquidation of CSX.



CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation

Under CSX's share-based compensation plans, awards primarily consist of performance grants,units, restricted stock units, restricted stock awards restrictedand stock unitsoptions for management 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.
 
The Compensation-Stock Compensation Topic in the ASC requires the cash flows resulting from income tax deductions in excess of compensation costs to be classified as financing cash flows.  This requirement resulted in reduced net operating cash flows and increased net financing cash flows of approximately $3 million, $13 million and $37 million for fiscal years 2014, 2013 and 2012, respectively.

The Compensation-Stock Compensation Topic also requires the disclosure of total compensation costs for share-based payment arrangements and the related tax benefits recognized in income. Share-based compensation expense is measured atusing the fair market value of the Company’s stockaward on the grant date and is recognized on a straight-line basis over the service period of the respective award. Forfeitures are recognized as they occur. Total pre-tax expense associated with share-based compensation and its related income tax benefit is as follows:


64


CSX CORPORATION
PART II
Item 8. Financial Statementsshown in the table below. The year over year increase in expense related to performance units and Supplementary Data

stock options is primarily due to modifications to the terms of awards (see Equity Award ModificationsNOTE 4.  Stock Plansbelow) and Share-Based Compensation, continuedhigher expected award payouts.
Fiscal YearsFiscal Years
(Dollars in Millions)2014 2013 20122017 2016 2015
Share-Based Compensation Expense$33
 $14
 $14
     
Performance Units$49
 $17
 $(1)
Restricted Stock Units and Awards15
 11
 11
Stock Options22
 7
 
Stock Awards for Directors3
 2
 2
Total Share-based Compensation Expense$89
 $37
 $12
Income Tax Benefit13
 6
 5
$34
 $14
 $4

Restricted Stock Grants
Restricted stock grants consist of units and awards. Restricted stock units are granted as part of the Company's long-term incentive plan, with each unit being equivalent to one share of CSX stock and vest over three years.  Restricted stock awards generally vest over an employment period of up to five years. The following table provides information about outstanding restricted stock units and awards combined.  As of December 2014, unrecognized compensation expense for these awards and units was approximately $16 million, which will be expensed over a weighted-average remaining period of 2 years.

 Fiscal Years
 201420132012
Restricted Stock Units and Awards Outstanding (Thousands)(a)
1,383
1,462
1,353
Weighted-Average Fair Value at Grant Date$25.03
$23.89
$21.38
Restricted Stock Units and Awards Expense (Millions)(a)
11
10
9
Unvested Restricted Stock Units and Awards Outstanding (Thousands)
601
705
629
Weighted-Average Fair Value of Unvested Units and Awards Outstanding$26.40
$24.17
$22.48

(a)  Time-based restricted stock units were granted to certain employees under the respective Long-term Incentive Plans in the amount of 371,000, 524,000, and 433,000 in 2014, 2013 and 2012, respectively, as described below.  These units vest over three years, therefore only a partial amount of expense was recognized in 2014, 2013, and 2012, respectively.

Long-term Incentive Plans

The CSX Long-term Incentive Plans (“LTIP”) were adopted under the 2010 CSX Stock and Incentive Award Plan. The objective of these long-term incentive plans is to motivate and reward certain employees for achieving and exceeding certain financial and strategic initiatives.goals. Grants were made in performance units, with each unit being equivalent to 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 for each three-year cycle. In May of 2012, 20132015, 2016 and 2014,2017, target performance units were granted to certain employees under threeseparate LTIP plans covering three-year cycles: the 2012-20142015-2017 (“20142015-2017 LTIP”), 2013-20152016-2018 (“20152016-2018 LTIP”) and 2014-20162017-2019 (“20162017-2019 LTIP”) plans (collectively, the “Plans”“plans”).

The key financial target for the 2014 LTIP plan is based solely on operating ratio (operating expense divided by operating revenue) and excludes certain non-recurring items as disclosed in the Company's financial statements. The 2014 LTIP plan provides that payouts for certain executive officers are subject to downward adjustment by up to 30% based upon Company performance against certain CSX strategic initiatives. The 2014 LTIP plan ended on December 26, 2014, and CSX did not issue any shares in January 2015 as applicable performance targets for the three preceding fiscal years were not met.


65


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

The key financial targets for the 2015 and 2016 LTIP plans will be based on the achievement of goals related to both operating ratio and return on assets (tax-adjusted operating income divided by net property) excluding non-recurringcertain items as disclosed in the Company's financial statements. The three-year averagecumulative operating ratio and average return on assets over the performance period will each comprise 50% of the payout and are measured independently of the other. The 2015 and 2016 LTIP plans state that payouts for certain executive officers are subject to downward adjustment by up to 30% based upon total shareholder return relative to specified comparable groups. 

Total expense incurred due



CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Performance unit grant and vesting information is summarized as follows:
 Fiscal Years
 2017 2016 2015
Weighted-average grant date fair value$49.50
 $24.17
 $35.45
Fair value of units vested in fiscal year ending (in millions)
$26
 $31
 $34

The performance unit activity related to the outstanding long-term incentive plans was $19 million, $2 million and $3 million for fiscal years 2014, 2013 and 2012, respectively.corresponding fair value is summarized as follows:
 LTIP Plan (Plan Ended In)
 2014 2015 2016
Number of target units outstanding (Thousands)(a)
1,338
 1,330
 1,119
Weighted-average fair value at grant date (a)
$22.23
 $25.50
 $28.03
Payout Range0% - 200%
 0% - 200%
 0% - 200%
(a) Number of target units granted and weighted-average fair value calculations above include the value of both initial grants and subsequent, smaller grants issued at different prices based on grant date fair value to new or promoted employees not previously included.
 Performance Units Outstanding
(in Thousands)
 Weighted-Average Fair Value at Grant Date
Unvested at December 30, 20161,581
 $30.00
Granted644
 49.50
Forfeited(530) 38.47
Vested(719) 35.94
Unvested at December 31, 2017976
 $33.90

As of December 2017, there was $24 million of total unrecognized compensation cost related to performance units that is expected to be recognized over a weighted-average period of approximately two years.  
Restricted Stock UnitsGrants

As partRestricted stock grants consist of the 2014, 2015units and 2016awards, each equivalent to one share of CSX stock. Restricted stock units are issued along with corresponding LTIP plans 433 thousand, 524 thousandand 371 thousand restricted stock units, respectively, were granted.  The restricted stock units vest three years after the date of grant. Separately, restricted stock awards generally vest over an employment period of up to five years. Participants receive cash dividend equivalents on the unvested shares during the restriction period. These awards are time-based and are not based upon CSX’s attainment of operational targets.  The restricted stock units and expenses are included in the information as shown within the Restricted Stock Grants section above.

As of December 2014, there was $39 million of total unrecognized compensation cost related to these plans that is expected to be recognized over a weighted-average period of approximately 2 years.  The activity related to each of the outstanding long-term incentive plansRestricted stock grant and vesting information is summarized as follows:

 LTIP Plan (Plan Ended In)Weighted-Average Fair Value at Grant Date
(Units Outstanding, in Thousands)2014 2015 2016
Unvested at December 28, 20121,237
 
 
$21.98
Granted in 201385
 1,354
 
25.26
Forfeited in 2013(4) (75) 
(25.19)
Unvested at December 27, 20131,318
 1,279
 
23.70
  
  
  
 
Granted in 201420
 52
 1,144
28.13
Forfeited in 2014
 (1) (25)(28.07)
Cancelled due to performance conditions(a)
(1,338) 
 
(22.23)
Vested at December 26, 2014
 
 

Unvested at December 26, 2014
 1,330
 1,119
$26.66
 Fiscal Years
 2017 2016 2015
Weighted-average grant date fair value$48.35
 $24.21
 $35.94
Fair value of units and awards vested during fiscal year ended (in millions)
$8
 $14
 $9
(a) The minimum financial target was not met in 2014. As a result, there was no performance unit payout for the LTIP ended December 26, 2014.

66


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued
The restricted stock activity related to the outstanding long-term incentive plans and corresponding fair value is summarized as follows:
 Restricted Stock Units and Awards Outstanding
(in Thousands)
 Weighted-Average Fair Value at Grant Date
Unvested at December 30, 20161,076
 $28.19
Granted328
 48.35
Forfeited(297) 36.48
Vested(300) 28.09
Unvested at December 31, 2017807
 $33.37

As of December 2017, unrecognized compensation expense for these restricted stock units and awards was approximately $7 million, which will be expensed over a weighted-average remaining period of one year.

Stock Options
Stock options were granted in 2016 and 2017 along with the corresponding LTIP plans, and to certain members of management in 2015. Under this program, an employee receives an award that provides the opportunity in the future to purchase CSX shares at the closing market price of the stock on the date the award is granted (the strike price). The options become exercisable after a three-year vesting period and expire 10 years from the grant date if they are not exercised.

The fair value of stock options granted was estimated as of the dates of grant using the Black-Scholes-Merton option model which uses the following assumptions: dividend yield, risk-free interest rate, annualized volatility and expected life. The annual dividend yield is based on the most recent quarterly CSX dividend payment annualized. The risk-free interest rate is based on U.S. Treasury yield curve in effect at the time of grant. The annualized volatility is based on historical volatility of daily CSX stock price returns over a 6.5 year look-back period ending on the grant date. The expected life is calculated using the safe harbor approach due to lack of historical data on CSX options, which is the midpoint between the vesting schedule (three year cliff) and contractual term (10 years).

On March 6, 2017, the Company granted 9 million stock options to former CEO E. Hunter Harrison at a fair value of $12.88 per option. These options were granted with a ten-year term and an exercise price equal to the closing market price of the underlying stock on the date of grant. Half of the options, or 4.5 million, were to vest on Mr. Harrison's service anniversary in equal annual installments over four years. The other half were to vest based on achievement of performance targets related to both operating ratio and earnings before interest, taxes, depreciation and amortization adjusted for certain items. Upon his death on December 16, 2017, all of Mr. Harrison's 9 million options were forfeited.




CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Assumptions and inputs used to estimate fair value of stock options are summarized as follows:
 Fiscal Years
 2017 2016 2015
Weighted-average grant date fair value$12.84
 $4.68
 $5.31
      
Stock options valuation assumptions:     
Annual dividend yield1.5% 3% 3%
Risk-free interest rate2.2% 1% 2%
Annualized volatility27.1% 27% 28%
Expected life (in years)6.3
 6.5
 6.5
Other pricing model inputs:     
Weighted-average grant-date market price of CSX stock (strike price)$49.63
 $24.13
 $24.99

The stock option activity is summarized as follows:
 Stock Options Outstanding
(in Thousands)
 Weighted-Average Exercise Price
Outstanding at December 30, 20164,582
 $24.57
Granted10,462
 49.63
Forfeited(10,860) 46.81
Exercised22
 25.18
Outstanding at December 31, 20174,163
 $29.52
Exercisable at December 31, 2017
 

Unrecognized compensation expense related to stock options as of December 2017 was $10 million and is expected to be recognized over a weighted-average period of approximately one year.

Equity Award Modifications
The terms of performance units, restricted stock units and stock options granted as part of the Company’s long-term share-based compensation plans typically require participants to be employed through the final day of the respective performance or vesting periods as applicable, except in the case of death, disability or retirement. As part of an enhanced severance benefit under the management streamlining and realignment initiative discussed in Note 1, unvested performance units, restricted stock units and stock options for separated employees not eligible for retirement were permitted to vest on a pro-rata basis.

Additionally, the terms of unvested equity awards for the former Chief Executive Officer, Michael J. Ward, and President, Clarence W. Gooden, were modified prior to their retirements on March 6, 2017 to permit prorated vesting through May 31, 2018. The terms were modified in exchange for each agreeing to serve in an advisory capacity upon request until May 31, 2017, and waiving various rights and claims, including the cancellation of their respective change of control agreements with the Company.

CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

The award modifications noted above impacted approximately 75 employees and resulted in an increase to share-based compensation expense for revaluation of the affected awards of $39 million for the year ended December 31, 2017.

Stock Awards for Directors

CSX’s non-management directors receive ana base annual retainer of $75,000$100,000 to be paid quarterly in cash, unless the director chooses to receivedefer the retainer in the form of cash or CSX common stock. Additionally, non-management directors receive an annual grant of common stock in the amount of approximately $150,000,$150,000, with the number of shares to be granted based on the average closing price of CSX stock in the months of November, December and January. The following table provides information about shares issued to directors.In March 2017, the non-management Chairman received approximately $250,000 in the form of CSX stock valued on the third day after E. Hunter Harrison was named Chief Executive Officer and new Board members were announced.
 Fiscal Years
 2014 2013 2012
Shares Issued to Directors (Thousands)
79
 105
 102
Expense (Millions)
$2
 $2
 $2
Weighted Average Grant Date Stock Price$28.01
 $23.12
 $21.92
The directors may elect to defer receipt of their fees, in accordance with Internal Revenue Code ("IRC") Section 409A.  Deferred cash amounts were credited to an account and invested in a choice of eight investment selections, including a CSX common stock equivalent fund.  Distributions are made in accordance with elections made by the directors, consistent with the terms of the Directors' Deferred Compensation Plan.  

NOTE 5.  Casualty, Environmental and Other Reserves

Activity related to casualty, environmental and other reserves is as follows:
Casualty Environmental Other  Casualty Environmental Other  
(Dollars in Millions)Reserves Reserves Reserves TotalReserves Reserves Reserves Total
December 30, 2011$372
 $83
 $64
 $519
December 26, 2014$265
 $94
 $59
 $418
Charged to Expense51
 35
 36
 122
60
 45
 37
 142
Payments(98) (30) (36) (164)(56) (57) (47) (160)
December 28, 2012325
 88
 64
 477
December 25, 2015269
 82
 49
 400
Charged to Expense52
 46
 30
 128
Change in Estimate(a)
(28) 
 
 (28)
Payments(64) (33) (29) (126)
December 30, 2016229
 95
 50
 374
Charged to Expense54
 48
 38
 140
43
 26
 45
 114
Payments(99) (36) (31) (166)(44) (31) (39) (114)
December 27, 2013280
 100
 71
 451
Charged to Expense (a)
89
 57
 30
 176
Payments(104) (63) (42) (209)
December 26, 2014$265
 $94
 $59
 $418
December 31, 2017$228
 $90
 $56
 $374
(a) 
IncreaseChanges in expenseestimates are the result of continued safety improvements and a continuing decline in 2014 is primarily due to the resolutionseverity of personal injury claims for prior years.injuries.


67


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  Casualty, Environmental and Other Reserves, continued

ThesePersonal injury and environmental reserves are considered critical accounting estimates due to the need for significant management judgment. TheyCasualty, environmental and other reserves are provided for in the consolidated balance sheets as follows:shown in the table below.
December 2014 December 2013December 2017 December 2016
(Dollars in Millions)Current Long-term Total Current Long-term TotalCurrent Long-term Total Current Long-term Total
Casualty:                      
Personal Injury$68
 $123
 $191
 $59
 $148
 $207
$43
 $125
 $168
 $46
 $124
 $170
Occupational3
 15
 18
 3
 20
 23
6
 54
 60
 7
 52
 59
Asbestos5
 51
 56
 10
 40
 50
Total Casualty76
 189
 265
 72
 208
 280
$49
 $179
 $228
 $53
 $176
 $229
Environmental48
 46
 94
 59
 41
 100
31
 59
 90
 42
 53
 95
Other18
 41
 59

20
 51
 71
28
 28
 56
 20
 30
 50
Total$142
 $276
 $418
 $151
 $300
 $451
$108
 $266
 $374
 $115
 $259
 $374
    
These liabilities are accrued when reasonably estimable and probable in accordance with the Contingencies Topic in the ASC. Actual settlements and claims received could differ and final outcomeoutcomes 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 adverse effect on the Company's financial condition, results of operations or liquidity. Should a number of these items occur in the same period, however, theytheir combined effect could have abe material effect on the Company's financial condition, results of operations or liquidity in that particular period.

Casualty
Casualty reserves of $265$228 million and $229 million for 20142017and 2016, respectively, represent accruals for personal injury, occupational injurydisease and asbestosoccupational injury 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.estimate. 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. During 2014, 2013 and 2012, there were no significant changes in estimate recorded to adjust casualty reserves.
 

CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  Casualty, Environmental and Other Reserves, continued

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 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.
Employers' Liability Act ("FELA"). CSXT retains an independent actuary to assist management in assessing the value of personal injury claims.  An analysis is performed by the actuary 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.

68


CSX CORPORATION
PART II
Item 8. Financial StatementsDuring 2017 and Supplementary Data

NOTE 5.  Casualty, Environmental2015, there were no significant changes in estimate recorded to adjust casualty reserves. As a direct result of improvements in safety in recent years, the Company has experienced a downward trend in the severity of injuries, which has resulted in a decrease in the estimate of costs per incident. During 2016, the Company reduced casualty reserves, primarily personal injury reserves, by $28 million, resulting in an after-tax effect on earnings from continuing operations and Other Reserves, continuednet earnings of $18 million and an after-tax effect on earnings per share of $0.02. The personal injury reserve reductions were included in materials, supplies and other on the consolidated income statements.

Occupational & Asbestos
Occupational reserves represent liabilities for occupational disease and injury claims. Occupational disease claims arise primarily from allegations of exposure to asbestos in the workplace. Occupational injury claims arise from allegations of exposuresexposure to certain other 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 employees alleging exposure to asbestos in the workplace.  The heaviest possible exposure for employees resulted from work conducted in and around steam locomotive engines that were largely phased out beginning around the 1950s. Other types of exposures, however, including exposure from locomotive component parts and building materials, continued until these exposures were substantially eliminated by 1985.  Additionally, the Company has retained liability for asbestos claims filed against its previously owned international container shipping business.  Diseases associated with asbestos typically have long latency periods (amount of time between exposure to asbestos and the onset of the disease) which can range from ten to 40 years after exposure.

Occupational claims, excluding asbestos, are analyzed on a quarterly basis by an independent actuary in order to determine the number of unasserted, or incurred but not reported (“IBNR”), claims. The actuary’s analyses are reviewed by management. With the exception of carpal tunnel, management has determined that seven years is the most probable time period in which these unasserted occupational claim filings and claim values can be estimated. Carpal tunnel claims use a three-year period to estimate the reserve due to the shorter latency period for these types of injuries.

Asbestos claims are analyzed by an independent specialist in order to determine the number of unasserted, or IBNR, claims. Since exposure to asbestos has been substantially eliminated, management reviews asserted asbestos claims quarterly and the review by the specialist is completed annually. In 2014, management reviewed this assumption and determined that it was appropriate to extend the forecast period from seven years to ten years. Based on a review of historical settlement trends, management concluded that ten years is the most probable time period in which unasserted asbestos claim filings and claim values can be estimated. The Company does not believe there is sufficient data to justify a projection period longer than ten years at this time. The change in the forecast period resulted in an immaterial increase in the asbestos reserves during 2014.

The actuary and specialist 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 CSXT’s employment records and industry data. From this analysis, the actuary and specialist provide estimates of the IBNR claims liabilities.


69


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  Casualty, Environmental and Other Reserves, continued

Undiscounted liabilities recorded related to occupational and asbestos claims were as follows:
 December December
(Dollars in Millions)2014 2013
Occupational:   
Incurred but not reported claims$12
 $15
Asserted claims6
 8
Total liability$18
 $23
    
Asbestos:   
Incurred but not reported claims$45
 $35
Asserted claims11
 15
Total liability$56
 $50
A summary of occupational and asbestos claims activity is as follows:
 Fiscal Years
 2014 2013
Asserted Claims   
Open Claims - Beginning of Year392
 523
New Claims Filed136
 165
Claims Settled(128) (146)
Claims Dismissed(130) (150)
Open Claims - End of Year270
 392

Environmental
Environmental reserves were $94$90 million and $95 million for 2014.2017and2016, respectively. 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 approximately 250214 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 ("CERCLA"), 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.


70


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  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 reasonably 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.  Environmental remediation costs are included in materials, supplies and other on the consolidated income statement.statements.

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 estimated cost of remedial actions currently required.

Other
Other reserves of $59$56 million and $50 million for 20142017 and 2016, respectively, include liabilities for various claims, such as property, automobile and general liability. Also included in other reserves are longshoremen disability claims related to a previously owned international shipping business (these claims are in runoff) as well as claims for current port employees.
















71


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties

A detail of the Company’s net properties are as follows:

(Dollars in Millions)(Dollars in Millions)   Accumulated Net Book Annual Depreciation Depreciation Estimated Useful(Dollars in Millions)   Accumulated Net Book Annual Depreciation Estimated Useful Life Depreciation
December 2014 Cost Depreciation Value Rate Method Life
December 2017December 2017 Cost Depreciation Value Rate ( Avg. Years) 
Method (a)
Road                  
 Rail and Other Track Material $6,771
 $(1,400) $5,371
 2.5% Group Life   Rail and Other Track Material $7,694
 $(1,606) $6,088
 2.5% 40 Group Life
 Ties 4,807
 (1,060) 3,747
 3.7% Group Life   Ties 5,665
 (1,446) 4,219
 3.7% 27 Group Life
 Grading 2,460
 (481) 1,979
 1.4% Group Life   Grading 2,662
 (542) 2,120
 1.4% 90 Group Life
 Ballast 2,693
 (679) 2,014
 2.7% Group Life   Ballast 2,994
 (921) 2,073
 2.7% 37 Group Life
 Bridges, Trestles, and Culverts 2,119
 (278) 1,841
 1.6% Group Life   Bridges, Trestles, and Culverts 2,405
 (356) 2,049
 1.6% 70 Group Life
 Signals and Interlockers 2,103
 (356) 1,747
 4.0% Group Life   Signals and Interlockers 2,759
 (588) 2,171
 4.0% 25 Group Life/ Straight Line
 Buildings 1,102
 (377) 725
 2.5% Group Life   Buildings 1,278
 (464) 814
 2.5% 40 Group Life
 Other 4,070
 (1,517) 2,553
 4.2% Group Life   Other 4,634
 (1,867) 2,767
 4.2% 24 Group Life
Total RoadTotal Road 26,125
 (6,148) 19,977
     8-90 YearsTotal Road 30,091
 (7,790) 22,301
    
EquipmentEquipment  
          Equipment  
          
 Locomotive 5,036
 (2,325) 2,711
 3.6% Group Life   Locomotive 6,083
 (2,490) 3,593
 3.5% 29 Group Life
 Freight Cars 3,244
 (1,169) 2,075
 3.2% Group Life   Freight Cars 3,262
 (998) 2,264
 2.9% 35 Group Life
 Work Equipment and Other 1,828
 (1,032) 796
 7.1% Group Life   Work Equipment and Other 2,261
 (1,282) 979
 7.4% 14 Group Life/ Straight Line
Total EquipmentTotal Equipment 10,108
 (4,526) 5,582
     3-38 YearsTotal Equipment 11,606
 (4,770) 6,836
    
Land   1,875
 
 1,875
 N/A N/A N/A   1,849
 
 1,849
 N/A N/A N/A
Construction In ProgressConstruction In Progress 1,196
 
 1,196
 N/A N/A N/AConstruction In Progress 778
 
 778
 N/A N/A N/A
Other   39
 (85) (46) N/A Straight Line 4-30 Years
Total PropertiesTotal Properties $39,343
 $(10,759) $28,584
      Total Properties $44,324
 $(12,560) $31,764
      


(a) For depreciation method, certain asset categories contain intermodal terminals or technology-related assets, which are depreciated using the straight-line method.

72


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

(Dollars in Millions)(Dollars in Millions)   Accumulated Net Book Annual Depreciation Depreciation Estimated Useful(Dollars in Millions)   Accumulated Net Book Annual Depreciation Estimated Useful Life Depreciation
December 2013 Cost Depreciation Value Rate Method Life
December 2016December 2016 Cost Depreciation Value Rate (Avg. Years) 
Method (a)
Road                  
 Rail and Other Track Material $6,452
 $(1,270) $5,182
 2.9% Group Life   Rail and Other Track Material $7,326
 $(1,493) $5,833
 2.5% 40 Group Life
 Ties 4,534
 (947) 3,587
 4.0% Group Life   Ties 5,368
 (1,292) 4,076
 3.7% 27 Group Life
 Grading 2,425
 (448) 1,977
 1.5% Group Life   Grading 2,600
 (514) 2,086
 1.4% 90 Group Life
 Ballast 2,612
 (645) 1,967
 2.8% Group Life   Ballast 2,897
 (860) 2,037
 2.7% 37 Group Life
 Bridges, Trestles, and Culverts 2,008
 (250) 1,758
 1.6% Group Life   Bridges, Trestles, and Culverts 2,306
 (317) 1,989
 1.6% 70 Group Life
 Signals and Interlockers 1,922
 (291) 1,631
 3.4% Group Life   Signals and Interlockers 2,523
 (496) 2,027
 4.0% 25 Group Life/ Straight Line
 Buildings 1,011
 (355) 656
 2.5% Group Life   Buildings 1,238
 (447) 791
 2.5% 40 Group Life
 Other 3,654
 (1,386) 2,268
 4.7% Group Life   Other 4,566
 (1,905) 2,661
 4.2% 24 Group Life
Total RoadTotal Road 24,618
 (5,592) 19,026
     6-80 YearsTotal Road 28,824
 (7,324) 21,500
    
EquipmentEquipment            Equipment            
 Locomotive 4,987
 (2,176) 2,811
 3.6% Group Life   Locomotive 6,110
 (2,504) 3,606
 3.5% 29 Group Life
 Freight Cars 3,111
 (1,135) 1,976
 3.1% Group Life   Freight Cars 3,386
 (1,046) 2,340
 2.9% 35 Group Life
 Work Equipment and Other 1,666
 (914) 752
 7.1% Group Life   Work Equipment and Other 2,108
 (1,190) 918
 7.4% 14 Group Life/ Straight Line
Total EquipmentTotal Equipment 9,764
 (4,225) 5,539
     5-38 YearsTotal Equipment 11,604
 (4,740) 6,864
    
Land   1,842
 
 1,842
 N/A N/A N/A   1,833
 
 1,833
 N/A N/A N/A
Construction In ProgressConstruction In Progress 854
 
 854
 N/A N/A N/AConstruction In Progress 913
 
 913
 N/A N/A N/A
Other   106
 (76) 30
 N/A Straight Line 4-30 Years   53
 (13) 40
 N/A 32 Straight Line
Total PropertiesTotal Properties $37,184
 $(9,893) $27,291
      Total Properties $43,227
 $(12,077) $31,150
      

Railroad Assets(a) For depreciation method, certain asset categories contain intermodal terminals or technology-related assets, which are depreciated using the straight-line method.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Capital Expenditures
The Company’s capital investment includes purchased and self-constructed assets and property additions that substantially extend the service life or increase the utility of those assets.  Indirect costs that can be specifically traced to capital projects are also capitalized. The Company is committed to maintaining and improving its existing infrastructure and expanding its network capacity for long-term growth. Rail operations are capital intensive and CSX accounts for these costs in accordance with GAAP and the Company’s capitalization policy. All properties are stated at historical cost less an allowance for accumulated depreciation.

The Company’s largest category of capital investment is the replacement of track assets and the acquisition or construction of new assets that enable CSX to enhance its operations or provide new capacity offerings to its customers. These construction projects are primarily completed by CSXT employees.Costs for track asset replacement and capacity projects that are capitalized include:

labor costs, because many of the assets are self-constructed;
costs to purchase or construct new track or to prepare ground for the laying of track;
welding (rail, field and plant) which are processes used to connect segments of rail;
new ballast, which is gravel and crushed stone that holds track in line;
fuels and lubricants associated with tie, rail and surfacing work which is the process of raising track to a designated elevation over an extended distance;
cross, switch and bridge ties which are the braces that support the rails on a track;
gauging which is the process of standardizing the distance between rails;
handling costs associated with installing rail, ties or ballast;
usage charge of machinery and equipment utilized in construction or installation; and
other track materials.

The primary cost in self-constructed track replacement work is labor. CSXT engineering employees directly charge their labor to the track replacement project (the capitalized depreciable property). These employees concurrently perform deconstruction and installation of track material. Because of this concurrent process, CSX must estimate the amount of labor that is related to deconstruction versus installation. Through analysis of CSXT’s track replacement process, CSX determined that approximately 20% of labor costs associated with track material installation is related to the deconstruction of old track and 80% is associated with the installation of new track.

Capital investment related to locomotives and freight cars comprises the second largest category of the Company’s capital assets. This category includes purchase costs of locomotives and freight cars as well as certain equipment leases that are considered to be capital leases in accordance with the Leases Topic in the ASC. In addition, costs to modify or rebuild these assets are capitalized if the investment incurred extends the asset’s service life or improves utilization. Improvement projects must meet specified dollar thresholds to be capitalized and are reviewed by management to determine proper accounting treatment. Routine repairs and maintenance costs, for all asset categories, are expensed as incurred.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Depreciation Method
The depreciable assets of the Company are depreciated using either the group-life or straight-line method of accounting, which are both acceptable depreciation methods in accordance with GAAP. The Company depreciates its railrailroad assets, including main-line track, locomotives and freight cars, using the group-life method of accounting.method.  Assets depreciated under the group-life method of accounting comprise 85%86% of total fixed assets of $39$44 billion on a gross basis as of December 2014.  All other2017. The remaining depreciable assets of the Company, including non-railroad assets and assets under capital leases, are depreciated using the straight-line method on a straight-lineper asset basis. Land is not depreciated.

The group-life method aggregates assets with similar lives and characteristics into groups and depreciates each of these groups as a whole. When using the group-life method, an underlying assumption is that each group of assets, as a whole, is used and depreciated to the end of its group’s recoverable life.

The Company currently utilizes more than 130 different depreciable asset categories to account for depreciation expense for the railroad assets that are depreciated under the group-life method of accounting.  Examples of depreciable asset categories include 18 different categories for crossties due to the different combinations of density classifications and asset types.method. By utilizing various depreciable categories, the Company can more accurately account for the use of its assets.  All assets of the Company are depreciated on a time or life basis.

The Company believes the group-life method of depreciation closely approximates the straight-line method of depreciation.  Additionally, due to the nature of most of its assets (e.g. track is one contiguous, connected asset), the Company believes that this is the most effective way to properly depreciate its assets.


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Estimated Useful Life
CSX CORPORATION
PART II
Item 8. Financial StatementsManagement performs a review of depreciation expense and Supplementary Data

NOTE 6.  Properties, continued

useful lives on a regular basis. Under the group-life method, of accounting, the service lives and salvage values for each group of assets are determined by completing periodic depreciation studies and applying management’s assumptions regarding the service lives of its properties. A depreciation study (also referred to as a life study) is the periodic review of asset service lives, salvage values, accumulated depreciation, and other related factors for group assets conducted by a third-party specialist, analyzed by the Company’s management and approved by the Surface Transportation Board (“STB”),STB, the regulatory board that has broad jurisdiction over railroad practices. The STB requires depreciation studies be performed every three years for equipment assets (e.g. locomotives and freight cars) and every threesix years and for road and track assets (e.g. bridges, and signals) and track (e.g.signals, rail, ties, and ballast) assets every six years.. The Company believes the frequency currently required by the STB provides adequate review of asset service lives and that a more frequent review would not result in a material change due to the long-lived nature of most of the assets.

The results of In 2016, the Company completed a depreciation study process determinefor its equipment assets. The Company plans to complete the service livesnext depreciation study for eachequipment assets in 2019 and road and track assets in 2020.
Group-Life Assets Sales and Retirements
Since the rail network is one contiguous, connected network it is impractical to maintain specific identification records for these assets. For track assets (e.g. rail, ties, and ballast), CSX utilizes a first-in, first-out approach to asset group under the group-life method.  Road assets, including main-line track, have estimated service lives ranging from eight years for system roadway machinery to 90 years for grading (construction of protection for the roadway, tracks and embankments).retirements. Equipment assets including(e.g. locomotives and freight cars, have estimated service lives rangingcars) are specifically identified at retirement. When an equipment asset is retired that has been depreciated using the group-life method, the cost is reduced from three years for technology assets to 38 years for work equipment. Changesthe cost base and recorded in asset service lives due to the results of the depreciation studies are applied on a prospective basis and could significantly impact future periods’ depreciation expense, and thus, the Company's results of operations.accumulated depreciation.

There are several factors taken into account during the depreciation study

CSX CORPORATION
PART II
Item 8. Financial Statements and they include:Supplementary Data
statistical analysis of historical life and salvage data for each group of property;
statistical analysis of historical retirements for each group of property;
evaluation of current operations;
evaluation of technological advances and maintenance schedules;
previous assessment of the condition of the assets and outlook for theirNOTE 6.  Properties, continued use;
expected net salvage to be received upon retirement; and
comparison of assets to the same asset groups with other companies.

For sales or retirements or disposals of depreciable rail assets depreciated under the group-life method that occur in the ordinary course of business, the asset cost (net of salvage value or sales proceeds) is charged to accumulated depreciation and no gain or loss is immediately recognized.  As individual assets within a specific group are retired or disposed of, resulting gains and losses are recorded in accumulated depreciation.This practice is consistent with accounting treatment normally prescribed under the group-life method. As part of the depreciation study, an assessment of the recorded amount of accumulated depreciation is made to determine if it is deficient (or in excess) of the appropriate amount indicated by the study. Any such deficiency (or excess), including any deferred gains or losses, is amortized as a component of depreciation expense over the remaining service life of the asset group until the next required depreciation study. Since the overall assumption with the group-life method of accounting is that the assets within the group on average have the same service life and characteristics, it is therefore concluded that the deferred gains and losses offset over time.

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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

SinceFor sales or retirements of assets depreciated under the rail network is one contiguous, connected networkgroup-life method that do not occur in the ordinary course of business, a gain or loss may be recognized if the sale or retirement meets each of the following three criteria: (i) it is impractical to maintain specific identification records for these assets.  For road assets (such as railunusual, (ii) it is material in amount, and track related items), CSX utilizes a first-in, first-out approach to asset retirements.  The historical cost of these replaced assets is estimated using inflation indices published by(iii) it varies significantly from the Bureau of Labor Statistics applied to the replacement value basedretirement profile identified through our depreciation studies. No material gains or losses were recognized on the agesale of the retired asset.  The indices are used because they closely correlate with the major cost of the materials comprising the applicable road assets.

Equipment assets (such as locomotives and freight cars) are specifically identified at retirement.  When an equipment asset is retired that has been depreciated using the group-life method the cost is reduced from the cost base and recorded in accumulated depreciation.2017, 2016, or 2015.

Land and Straight-line Assets Sales and Retirements
A gain or loss is recognized in operating income when we sell or retire land, land-related easements or assets depreciated under the straight-line method. In 2017 and 2016, the event that large groups of assets are removed from service as a result of unusual acts or sales, resultingCompany recognized gains and losses are recognized immediately. These acts are not considered to be in the normal course of business and are therefore recognized when incurred.  Examples of such acts would be the major destruction of assets due to significant storm damage (e.g. major hurricanes),on the sale of a rail line segment or the disposaloperating properties of an entire class of assets (e.g. disposal of all refrigerated freight cars).  There were no abnormal operating gains in 2014. Abnormal operating gains of $65 million in 2013 and $104 million in 2012 were related to the disposition of operating rail corridors. Included in these gains were $43$14 million and $94$110 million, respectively, which are recognized in 2013materials, supplies and 2012, respectively, from the 2011 sale of an operating rail corridor to the state of Florida. In 2013, a gain was recognized for a non-monetary exchange of easements and rail assets, and in 2012, a gain was recognized for a sale of operating rail corridor to the Commonwealth of Massachusetts.

Recent experience with depreciation studies has resulted in depreciation rate changes, which did not materially affect the Company’s annual depreciation expense of $1.2 billion, $1.1 billion and $1.1 billion for 2014, 2013 and 2012, respectively.  In general, changes in depreciation rates result from updated average asset service lives as determined during depreciation studies. In 2014, the Company completed a depreciation study for its road and track assets. In 2012, the Company completed a depreciation study for its equipment assets and a technical update (an update to the prior depreciation study) for its road and track assets.

Non-Railroad Assets, Capital Leases and Land
The majority of non-railroad property is depreciated using the straight-line method on a per asset basis.  The depreciable lives of this property are periodically reviewed by the Company and any changes are applied on a prospective basis.  Amortization expense recorded under capital leases is included in depreciation expenseother on the consolidated income statements.  For retirements or disposalsstatements of non-railroad depreciable assets and all dispositions of land, the resulting gains or losses are recognized in earnings at the time of disposal.income. During 2012,2015, the Company recognized a gain of $57$59 million related to the sale of non-operating property,easements, which is recognized in other income inon the consolidated statements of income. These gains and losses were not material for any other period presented.(For additional information regarding cost reimbursements related to this sale, see Note 10, Other Income.)

Impairment Review
Properties and other long-lived assets are reviewed for impairment whenever events or business conditions indicate the carrying amount of such assets may not be fully recoverable. Initial assessments of recoverability are based on estimates of undiscounted future net cash flows associated with an asset or a group of assets in accordance with the Property, Plant, and Equipment Topic in the ASC. Where impairment is indicated, the assets are evaluated and their carrying amount is reduced to fair value based on discounted net cash flows or other estimates of fair value. In 2017, impairment expense of $25 million was recorded in materials, supplies and other expense primarily due to the discontinuation of certain in-progress projects. There were no material impairments recorded during 2016 or 2015.


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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Capital Expenditures
The Company’s capital spending includes purchased or self-constructed assets and property additions that substantially extend the service life or increase the utility of those assets.  Indirect costs that can be specifically traced to capital projects are also capitalized.  The Company is committed to maintaining and improving its existing infrastructure and expanding its network for long-term growth.  Rail operations are capital intensive and CSX accounts for these costs in accordance with GAAP and the Company’s capitalization policy.  All properties are stated at historical cost less an allowance for accumulated depreciation.

The Company’s largest category of capital spending is the replacement of track assets and the acquisition or construction of new assets that enable CSX to enhance its operations or provide new capacity offerings to its customers.  These construction projects are typically completed by CSXT employees.  Costs for track asset replacement and capacity projects that are capitalized include:
labor costs, because many of the assets are self-constructed;
costs to purchase or construct new track or to prepare ground for the laying of track;
welding (rail, field and plant) which are processes used to connect segments of rail;
new ballast, which is gravel and crushed stone that holds track in line;
fuels and lubricants associated with tie, rail and surfacing work which is the process of raising track to a designated elevation over an extended distance;
cross, switch and bridge ties which are the braces that support the rails on a track;
gauging which is the process of standardizing the distance between rails;
handling costs associated with installing ties or ballast; and
other track materials.

The primary cost in self-constructed track replacement work is labor.  CSXT engineering employees directly charge their labor to the track replacement project (the capitalized depreciable property). These employees concurrently perform deconstruction and installation of track material. Because of this concurrent process, CSX must estimate the amount of labor that is related to deconstruction versus installation. Through analysis of CSXT’s track replacement process, CSX determined that approximately 20% of labor costs associated with track material installation is related to the deconstruction of old track and 80% is associated with the installation of new track.

Capital spending related to locomotives and freight cars comprises the second largest category of the Company’s capital assets.  This category includes purchase costs of locomotives and freight cars as well as certain equipment leases that are considered to be capital leases in accordance with the Leases Topic in the ASC.  In addition, costs to modify or rebuild these assets are capitalized if the spending incurred extends the asset’s service life or improves utilization.  Improvement projects must meet specified dollar thresholds to be capitalized and are reviewed by management to determine proper accounting treatment. Routine repairs and maintenance costs, for all asset categories, are expensed as incurred.






76


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7.  Commitments and Contingencies

Lease Commitments
The Company has various lease agreements with other parties with terms up to 30 years. Non-cancelable, long-term leases may include provisions for maintenance, options to purchase and options to extend the terms. Rent expense on operating leases is included in equipment and other rents on the consolidated income statements. The Company uses the straight-line method to recognize rent expense associated withon operating leases that include escalations over their terms. These amounts are shown in the table below.

Fiscal YearsFiscal Years
(Dollars in Millions)2014 2013 20122017 2016 2015
Rent Expense on Operating Leases(a)$61
 $60
 $73
$78
 $77
 $86

(a) Prior year data has been reclassified to conform to the current presentation.

At December 20142017, minimum rentals on land, buildings, track and equipment under operating leases are disclosed in the table below. Also, payments to Conrail for leases on shared rail infrastructure are included in these amounts. (See Note 12, Related Party Transactions)Transactions).
(Dollars in Millions)Operating Sublease Net LeaseOperating Sublease Net Lease
YearsLeases Income CommitmentsLeases Income Commitments
2015$78
 $(3) $75
201671
 (2) 69
201762
 (2) 60
201854
 (2) 52
$68
 $(3) $65
201945
 (2) 43
64
 (3) 61
202050
 (3) 47
202145
 (3) 42
202241
 (3) 38
Thereafter210
 (11) 199
128
 (6) 122
Total$520
 $(22) $498
$396
 $(21) $375

Purchase Commitments
CSXT has a commitment under a long-term maintenance program agreement that currently covers 42%a portion of CSXT’s fleet of locomotives. The agreement isprogram costs are based on the maintenance cycle for each locomotive.covered locomotive, which is determined by the asset's age and type. Expected future costs may change as required maintenance schedules are revised and locomotives are placed into or removed from service. Under CSXT’s current obligations, the agreement will expire no earlier than 2031.  The costs expected

At the end of 2016, the future commitment totaled $4.9 billion and after modifications to be incurredthe agreement and ordinary activity throughout the durationyear, the total commitment at December 31, 2017 was significantly reduced to $3.7 billion. In August 2017, the Company exercised certain rights under the agreement, which resulted in a reduction of locomotive fleet covered and reduced the future commitment at the end of the agreement fluctuate as locomotives are placed into or removed from service, or as required maintenance schedules are revised.  The table below includes both active and inactive locomotivesthird quarter 2017. However, another modification was made on December 22, 2017 that superseded the previous modification, increasing the total commitment to $3.7 billion at the end of the year. About 50 percent of the locomotive fleet is covered under this agreement.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7.  Commitments and Contingencies, continued

The following table summarizes the number of locomotives covered and CSXT’s payments under the long-term maintenance program.
Fiscal YearsFiscal Years
(Dollars in Millions)2014
 2013
 2012
2017
 2016
 2015
Amounts Paid$247
 $287
 $287
$197
 $230
 $233
Number of Locomotives1,886
 1,886
 1,899
2,062
 2,243
 2,310
    
As of December 2017, the Company has no outstanding locomotive purchase obligations. Annual payments related to the long-term locomotive purchase obligations, including amounts that would be payable under the long-term maintenance program are estimated in the table below. The amount of the ultimate purchase commitment depends upon the model of locomotive acquired and the timing of delivery. 

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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7.  Commitments and Contingencies, continued

Additionally, the Company has various other commitments to purchase technology, communications, railcar maintenance and other services from various suppliers. Total annual payments under all of these purchase commitments are also estimated in the table below.
(Dollars in Millions)Locomotive & Maintenance Payments 
Other
Commitments
 TotalLocomotive Maintenance Payments 
Other
Commitments
 Total
2015$727
 $236
 $963
2016474
 22
 496
2017177
 13
 190
2018169
 12
 181
$171
 $119
 $290
2019159
 11
 170
162
 67
 229
2020218
 35
 253
2021223
 35
 258
2022225
 33
 258
Thereafter1,203
 69
 1,272
2,716
 213
 2,929
Total$2,909
 $363
 $3,272
$3,715
 $502
 $4,217

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 insurance coverage is adequate, future claims could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7.  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, tax matters, environmental and hazardous material exposure matters, FELA and labor claims by current or former 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 predicted with certainty, 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 will 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 $4$2 million to $13$117 million in aggregate at December 26, 2014.31, 2017. 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.

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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7.  Commitments and Contingencies, continued

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. InOn October 2013,10, 2017, the District Court held a case management conference to determineissued an order denying class certification. The U.S. Court of Appeals for the scope and schedule ofD.C. Circuit is reviewing the remand proceedings, which are underway.District Court’s decision. The District Court has delayednot yet issued a further schedule on proceedings on the merits of the case pending the outcome of the class certification remand proceedings.merits.

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 resolution of this matter or 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.period.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7.  Commitments and Contingencies, continued
Environmental
CSXT has indemnifiedis indemnifying Pharmacia LLC (formerly known as Monsanto Company) for certain liabilities associated with real estate located in Kearny, New Jersey along the Lower Passaic River (the “Property”). The Property, which was formerly owned by Pharmacia, is now owned by CSXT. TheCSXT's indemnification and defense duties arise with respect to several matters. CSXT, on behalf of Pharmacia, is 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 Settlement Agreement and Order on Consent with theThe U.S. Environmental Protection Agency ("EPA").  The EPA,, using its Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA")CERCLA authority, seeks cleanup and removal costs and other damages associated with the presence of hazardous substances in the 17-mile Lower Passaic River.  River Study Area (the "Study Area”). CSXT, on behalf of Pharmacia, and a significant number of other potentially responsible parties are together conducting a Remedial Investigation and Feasibility Study of the Study Area pursuant to an Administrative Settlement Agreement and Order on Consent with the EPA.

In April 2014,March 2016, EPA issued its Record of Decision detailing the EPA announced its proposed plan to remediateagency’s mandated remedial process for the lower eight8 miles of the Lower Passaic River. The proposed plan,Study Area, which was based on a Focused Feasibility Study. EPA has estimated that it will take the potentially responsible parties approximately ten years to complete the work. EPA is currently in discussions with various potentially responsible parties to seek their agreement to pay for or perform the work. At a later date, EPA will select a remedy for the remainder of the Study informs the public of EPA’s preferred remedial alternative. EPA’s proposed plan solicited public comments, which were due in August 2014. After review of comments, EPAArea and is expected to issue its final cleanup plan in 2015. again seek the participation of private parties to implement the selected remedy using EPA’s CERCLA authority to compel such participation, if necessary.

CSXT is also defending and indemnifying Pharmacia in a cooperative natural resource damages assessment process related to the Property. Property. Based on currently available information, the Company does not believe any indemnification or remediation costs potentially allocable to CSXT with respect to the Property and the Study Area would be material to the Company's financial condition, results of operations or liquidity.

NOTE 8. 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.

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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

In addition to these plans, the Company sponsors a post-retirement medical plan and a life insurance plan that provide certain benefits to full-time, salaried, management employees hired prior to January 1, 2003, upon their retirement if certain eligibility requirements are met. Medicare-eligibleEligible retirees who are age 65 years or older (Medicare-eligible) 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 eligibleEligible retirees younger than 65 years (non-Medicare eligible) are covered by a self-insured program partially funded by participating retirees. The life insurance plan is non-contributory.

CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. 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.determines are appropriate based on historical trends, current market rates and future projections. These amounts are reviewed by management. In order to perform this valuation, the actuaries are provided with the details of the population covered at the beginning of the year, summarized in the table below, and projects that population forward to the end of the year.These amounts are reviewed by management.

Summary of Participants as ofSummary of Participants as of
January 1, 2014January 1, 2017
Pension Plans Post-retirement Medical PlanPension Plans Post-retirement Medical Plan
Active Employees5,136
 2,031
3,744
 458
Retirees and Beneficiaries11,699
 12,148
12,723
 9,940
Other(a)
5,444
 87
3,591
 36
Total22,279
 14,266
20,058
 10,434
(a) For pension plans, the other category consists mostly of terminated but vested former employees.  For post-retirement plans, the other category consists of employees on long-term disability that have not yet retired.
 
The benefit obligation for these plans represents the liability of the Company for current and retired employees and is affected primarily by the following:

service cost (benefits attributed to employee service during the period);
interest cost (interest on the liability due to the passage of time);
actuarial gains/losses (experience during the year different from that assumed and changes in plan assumptions); and
benefits paid to participants.

Cash Flows
Plan assets are amounts that have been segregated and restricted to provide qualified pension plan benefits and include amounts contributed by the Company and amounts earned from invested contributions, net of benefits paid. Qualified pension plan obligations are funded in accordance with regulatory requirements and with an objective of meeting or exceeding minimum funding requirements necessary to avoid restrictions on flexibility of plan operation and benefit payments. The Company funds the cost of the post-retirement medical and life insurance benefits as well as nonqualified pension benefits on a pay-as-you go basis. During 2012, the Company made a contribution of $275 million to itsNo qualified pension plans, of which $25 million was the required minimum contribution. Noplan contributions were made during 20132015 and 2014.2017. Although no contributions to the Company's qualified pension plans were required, CSX made voluntary contributions totaling $250 million during 2016. No significant contributions to the Company's qualified pension plans are expected in 2015.2018.


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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

Future expected benefit payments are as follows:
Expected Cash FlowsExpected Cash Flows
(Dollars in Millions)Pension Benefits Post-retirement BenefitsPension Benefits Post-retirement Benefits
2015$207
 $37
2016188
 34
2017188
 33
2018185
 30
$198
 $38
2019186
 28
193
 28
2020-2024931
 114
2020189
 26
2021186
 24
2022183
 22
2023-2026888
 76
Total$1,885
 $276
$1,837
 $214

Plan Assets
The CSX Investment Committee (the “Investment Committee”), whose members wereare selected by the Chief Financial Officer and approved by the Chief Executive Officer, is responsible for oversight and investment of plan assets. The Investment Committee utilizes an investment asset allocation strategy that is monitored on an ongoing basis and that is updated periodically in consideration of plan or employee changes, or changing market conditions. ThesePeriodic studies provide an extensive modeling of asset investment return in conjunction with projected plan liabilities and seek to evaluate how to maximize return within the constraints of acceptable risk. The current asset allocation targets 70% equity investments and 30% fixed income investments and cash. Within equity, a further target is currently established for 42% of total plan assets in domestic equity and 28% in international equity.  Allocations are evaluated for levels within 3% of targeted allocations and are adjusted quarterly as necessary. The distribution of pension plan assets as of the measurement date is shown in the table below, and these assets are netted against thereported net of pension liabilities on the balance sheet.

December 2014 December 2013December 2017 December 2016
  Percent of   Percent of  Percent of   Percent of
(Dollars in Millions)Amount Total Assets Amount Total AssetsAmount Total Assets Amount Total Assets
Equity$1,715
 68% $1,619
 65%$2,060
 73% $1,806
 71%
Fixed Income740
 30
 795
 32
729
 26
 665
 26
Cash and Cash Equivalents49
 2
 86
 3
44
 1
 68
 3
Total$2,504
 100% $2,500
 100%$2,833
 100% $2,539
 100%

Under the supervision of the Investment Committee, individual investments or fund managers are selected in accordance with standards of prudence applicable to asset diversification and investment suitability. The Company also selects fund managers with differing investment styles and benchmarks their investment returns against appropriate indices. Fund investment performance is continuously monitored. Acceptable performance is determined in the context of the long-term return objectives of the fund and appropriate asset class benchmarks.



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CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

Within the Company's equity funds, the U.S.domestic stock segment includes diversificationis diversified among large and small capitalization stocks. International stock is diversified in a similar manner as well as in developed versus emerging markets stocks. Guidelines established with individual managers limit investment by industry sectors, individual stock issuer concentration and the use of derivatives and CSX securities.
 
Fixed income securities guidelines established with individual managers specify the types of allowable investments, such as government, corporate and asset-backed bonds, and limit diversification betweentarget certain allocation ranges for domestic and foreign investments and limit the use of certain derivatives. Additionally, guidelines stipulate minimum credit quality constraints and any prohibited securities.
For detailed information regarding the fair value of pension assets, see Note 13, Fair Value Measurements.Measurements.

Benefit Obligation, Plan Assets and Funded Status
Changes in benefit obligation and the fair value of plan assets for the 20142017 and 20132016 calendar plan years are as follows:

Pension Benefits Post-retirement BenefitsPension Benefits Post-retirement Benefits
Plan Year Plan Year Plan Year Plan YearPlan Year Plan Year Plan Year Plan Year
(Dollars in Millions)2014 2013 2014 20132017 2016 2017 2016
Actuarial Present Value of Benefit Obligation              
Accumulated Benefit Obligation$2,849
 $2,538
 N/A
 N/A
$2,873
 $2,717
 N/A
 N/A
Projected Benefit Obligation3,002
 2,679
 $340
 $350
3,002
 2,871
 $250
 $274
              
Change in Projected Benefit Obligation: 
  
  
  
 
  
  
  
Projected Benefit Obligation at Beginning of Plan Year
$2,679
 $2,954
 $350
 $415
$2,871
 $2,860
 $274
 $314
Service Cost44
 49
 3
 3
36
 48
 2
 2
Interest Cost123
 108
 13
 13
92
 119
 7
 12
Plan Participants' Contributions
 
 7
 8

 
 7
 6
Workforce Reduction Program/Curtailment27
 
 8
 
58
 
 13
 
Actuarial Loss (Gain)333
 (275) (8) (49)163
 20
 (17) (22)
Benefits Paid(204) (157) (33) (40)(218) (176) (36) (38)
Benefit Obligation at End of Plan Year$3,002
 $2,679
 $340
 $350
$3,002
 $2,871
 $250
 $274
              
Change in Plan Assets: 
  
  
  
 
  
  
  
Fair Value of Plan Assets at Beginning of Plan Year$2,500
 $2,294
 $
 $
$2,539
 $2,309
 $
 $
Actual Return on Plan Assets195
 350
 
 
467
 139
 
 
Qualified Employer Contributions
 250
 
 
Non-qualified Employer Contributions13
 13
 26
 32
45
 17
 29
 32
Plan Participants' Contributions
 
 7
 8

 
 7
 6
Benefits Paid(204) (157) (33) (40)(218) (176) (36) (38)
Fair Value of Plan Assets at End of Plan Year2,504
 2,500
 
 
2,833
 2,539
 
 
Funded Status at End of Plan Year$(498) $(179) $(340) $(350)$(169) $(332) $(250) $(274)

82


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

For qualified plan funding purposes, assets and discounted liabilities are measured in accordance with the Employee Retirement Income Security Act ("ERISA"), as well as other related provisions of the IRC and related regulations. Under these funding provisions and the alternative measurements available thereunder, the Company estimates its unfunded obligation for qualified plans on an annual basis.
 
In accordance with Compensation-Retirement Benefits Topic in the ASC, an employer must recognize the funded status of a pension or other post-retirement benefit plan by recording a liability (underfunded plan) or asset (overfunded plan) for the difference between the projected benefit obligation (or the accumulated post-retirement benefit obligation for a postretirementpost-retirement benefit plan) and the fair value of plan assets at the plan measurement date. Amounts related to pension and post-retirement benefits recorded in other long-term assets, labor and fringe benefits payable and other long-term liabilities on the balance sheet are as follows:

Pension Benefits Post-retirement BenefitsPension Benefits Post-retirement Benefits
December December December DecemberDecember December December December
(Dollars in Millions)2014 2013 2014 20132017 2016 2017 2016
Amounts Recorded in Consolidated              
Balance Sheets:              
Long-term Assets (a)
$9
 $44
 $
 $
$57
 $9
 $
 $
Current Liabilities(15) (14) (37) (38)(15) (15) (38) (39)
Long-term Liabilities(492) (209) (303) (312)(211) (326) (212) (235)
Net Amount Recognized in 
  
  
  
 
  
  
  
Consolidated Balance Sheets$(498) $(179) $(340) $(350)$(169) $(332) $(250) $(274)
(a)Long-term assets as of December 20142017 and 2016 relate to one of the qualified pension plans whosewhere assets exceed projected benefit obligations.

The funded status, or amount by which the benefit obligation exceedsAt December 2017, the fair value of plan assets represents a liability.for all qualified pension plans exceeded the benefit obligation. At December 2014,2017, benefit obligations of the status ofunfunded CSX non-qualified pension plans only with a net liability is disclosed below. The total fair value of all plans as of December 2014 was $2.5 billion, which includes the qualified pension plans with net assets.

AggregateAggregate 
(Dollars in Millions)Fair ValueProjectedFair ValueAggregate
Benefit Obligations in Excess of Plan Assetsof Plan AssetsBenefit Obligationof Plan AssetsBenefit Obligation
Projected Benefit Obligation$2,461
$(2,968)$
$(226)
Accumulated Benefit Obligation2,461
(2,815)
(216)


83


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

Net Benefit Expense
The following table describes the components of expense/(income) related to net benefit expense recorded in labor and fringe on the income statement.
Pension Benefits
Fiscal Years
 
Post-retirement Benefits
Fiscal Years
Pension Benefits
Fiscal Years
 
Post-retirement Benefits
Fiscal Years
(Dollars in Millions)2014 2013 2012 2014 2013 20122017 2016 2015 2017 2016 2015
Service Cost$44
 $49
 $44
 $3
 $3
 $4
$36
 $48
 $45
 $2
 $2
 $2
Interest Cost123
 108
 123
 13
 13
 16
92
 119
 116
 7
 12
 12
Expected Return on Plan Assets(166) (162) (166) 
 
 
(171) (157) (162) 
 
 
Amortization of Net Loss57
 100
 82
 5
 14
 9
41
 48
 70
 
 3
 4
Amortization of Prior Service Cost
 
 
 (1) (1) (1)
 
 
 
 
 (1)
Net Periodic Benefit Expense58
 95
 83
 20
 29
 28
(2) 58
 69
 9
 17
 17
Special Termination Benefits - Workforce Reduction Program/Curtailment(a)
27
 
 
 8
 
 
60
 
 7
 13
 
 
Settlement Gain(b)
(1) (2) (2) 
 
 
Settlement Loss (Gain)11
 (1) (2) 
 
 
Total Expense$84
 $93
 $81
 $28
 $29
 $28
$69
 $57
 $74
 $22
 $17
 $17

(a)These charges result from a management workforce reduction program that was initiated in 2014. For further information regarding the program, see Note 1. Nature of Operations and Significant Accounting Policies.
(b)Settlement gains were recognized as one of the pension plan's lump-sum payments exceeded the sum of the service cost and interest cost recognized.  The gain is the recognition of a portion of its accumulated other comprehensive income related to that plan.
As a result of the management workforce reduction programs initiated in 2017, $85 million in charges were incurred related to special termination benefits, curtailment and settlement changes. In 2017, the Company recorded special termination pension benefits of $56 million and remeasured the pension and other post-retirement benefits assets and obligations and recorded a curtailment loss of $4 million and $13 million, respectively, in restructuring charge on the income statement.

Pension settlement losses (gains) were recognized as a result of lump-sum payments to retirees exceeding the sum of the plan’s service and interest cost. The Company recorded an $11 million net settlement loss in 2017, of which a $12 million loss resulted from the retirements of former executives and is reported in restructuring charge on the income statement. The other settlement gains in 2017, 2016 and 2015 were from one of the Company’s qualified pension plans with insignificant balances and were recorded in labor and fringe expense on the income statement.

The special termination benefits in 2015 resulted from the management workforce reduction programs initiated in 2014. For additional information regarding the management workforce reductions, see Note 1, Nature of Operations and Significant Accounting Policies.



CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

Pension and Other Post-Employment Benefits Adjustments
The following table shows the pre-tax change in other comprehensive loss (income) attributable to the components of net expense and the change in benefit obligation for CSX for pension and other post-employment benefits.
(Dollars in Millions)Pension Benefits Post-retirement BenefitsPension Benefits Post-retirement Benefits
Components of Other ComprehensiveDecember December December DecemberDecember December December December
Loss (Income)2014 2013 2014 20132017 2016 2017 2016
Recognized in the balance sheet              
Losses (Gains)$305
 $(462) $(8) $(48)
(Gains) Losses$(131) $38
 $(17) $(22)
Expense (Income) recognized in the income statement 
  
  
  
 
  
  
  
Amortization of net losses (a)
$57
 $100
 $5
 $14
$41
 $48
 $
 $3
Settlement gain(1) (2) 
 
11
 (1) 
 
Amortization of prior service costs (b)

 
 (1) (1)
Curtailment loss4
 
 
 
(a)Amortization of net losses estimated to be expensed for 20152018 is approximately $70 million and $5$43 million for pension benefits and post-retirement benefits, respectively. The increase in amortization is largely related to the impact of lower discount rates and adoption of new mortality tables, partially offset by favorable pension asset experience.benefits.
(b)Amortization of prior service costs estimated to be expensed in 2015 is less than $1 million for pension benefits. The estimated post-retirement benefits amount to be credited to expense for 2015 is $1 million.

84


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

As of December 2014,2017, the balances of pre-tax amountslosses to be amortized thatrelated to the Company's pension and post-retirement obligations are $705 million and $7 million, respectively. These amounts are included in accumulated other comprehensive loss, (aa component of shareholders’ equity) are as follows:
 
Pension
Benefits
 
Post-retirement
Benefits
Losses$908
 $59
Prior Service Costs (Credits)
 (1)
Total$908
 $58
equity.

Assumptions
The expected long-term average rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for benefits included in the projected benefit obligation. In estimating that rate, the Company gives appropriate consideration to the returns being earned by the plan assets in the funds and the rates of return expected to be available for reinvestment as well as the current and projected asset mix of the funds. Management balances market expectations obtained from various investment managers and economists with both market and actual plan historical returns to develop a reasonable estimate of the expected long-term rate of return on assets. As thisThis assumption is long-term, it isreviewed annually and adjusted less frequently than other assumptionsas deemed appropriate. 

Beginning in 2017, the Company measured the service cost and interest cost components of the net pension and post-retirement benefits expense by using individual spot rates matched with separate cash flows for each future year instead of a single weighted-average discount rate approach, which has been used in pension accounting. prior years.

Weighted-average assumptionsThe Company made this change to improve the correlation between projected pension and post-retirement benefit obligation cash flows and the corresponding spot discount rates and to provide a more precise measurement of service and interest costs. Under the spot rate approach, individual spot discount rates along the same high-quality corporate bonds yield curve used to measure the pension and post-retirement benefit obligations are applied to the relevant projected cash flows at the relevant maturity. The use of the spot rate approach does not affect the measurement of the pension and post-retirement benefits obligations. The Company accounted for this change on a prospective basis as a change in accounting forestimate. For 2017, the plans were as follows:adoption of the spot rate approach decreased the Company's net pension and post-retirement benefits expense by approximately $25 million compared to the approach applicable in prior years.

 Pension Benefits Post-retirement Benefits
 2014 2013 2014 2013
Expected Long-term Return on Plan Assets:       
Benefit Cost for Plan Year7.50% 7.75% N/A
 N/A
Benefit Obligation at End of Plan Year7.25% 7.50% N/A
 N/A
        
Discount Rates:       
Benefit Cost for Plan Year4.75% 3.75% 4.25% 3.20%
Benefit Obligation at End of Plan Year4.00% 4.75% 3.60% 4.25%
        
Salary Scale Inflation3.75% 3.75% N/A
 N/A


85


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8. Employee Benefit Plans, continued

The netweighted averages of assumptions used by the Company to value its pension and post-retirement benefit obligation for salaried, management personnel was determined using the following assumptionsobligations were as follows:
 Pension Benefits Post-retirement Benefits
 2017 2016 2017 2016
Expected Long-term Return on Plan Assets:       
Benefit Cost for Current Plan Year6.75% 7.00% N/A
 N/A
Benefit Cost for Subsequent Plan Year6.75% 6.75% N/A
 N/A
        
Discount Rates:       
Benefit Cost for Plan Year% % % %
Service Cost for Plan Year4.26%
(a) 
4.30% 4.11%
(b) 
3.85%
Interest Cost for Plan Year3.26%
(a) 
4.30% 2.78%
(b) 
3.85%
Benefit Obligation at End of Plan Year3.56% 4.08% 3.34% 3.71%
        
Salary Scale Inflation4.60% 4.60% N/A
 N/A
(a)The pension benefits service cost and interest cost for 2017 were based on a weighted average discount rate of 4.35% and 3.37%, respectively, prior to the management workforce reduction program initiated in 2017 and were reduced to 4.26% and 3.26%, respectively, after the Company remeasured the pension benefits obligation and pension plan assets in the second quarter of 2017.
(b)The post-retirement benefits service cost and interest cost for 2017 were based on a weighted average discount rate of 4.20% and 2.88%, respectively, prior to the management workforce reduction program initiated in 2017 and were reduced to 4.11% and 2.78%, respectively, after the Company remeasured the other post-retirement benefits obligation in the first quarter of 2017.

The impact of the health care cost trend rate for medical plans. While it is expectedimmaterial to the post-retirement benefit cost and obligation due to the plan's health reimbursement arrangement that rates will decrease to 4.75% by 2025 for Medicare and 2027 for Non-Medicare eligible individuals, there may be yearly fluctuations. Additionally, there are cost differentials between Medicare and Non-Medicare eligible individuals which are reflected below.

 Post-retirement Benefits
 2014 2013
Health Care Cost Trend Rate:   
Components of Benefit Cost:  Non-Medicare Eligible8.0% 8.5%
Components of Benefit Cost:  Medicare Eligible7.5% 8.0%
Benefit Obligations:  Non-Medicare Eligible8.0% 8.0%
Benefit Obligations:  Medicare Eligible7.5% 7.5%

For every 1% change in the assumed health care cost trend rate, service and interest cost will change by less than $1 million on a pre-tax basis on the consolidated income statements. For every 1% change in the health care cost trend rate, the Company’s benefit obligation will change by less than $1 million on the consolidated balance sheets.covers Medicare-eligible retirees.

Other Plans
Under collective bargaining agreements, the Company participates in a multi-employer benefit plan, which provides certain post-retirement health care and life insurance benefits to eligible contract employees. Premiums under this plan are expensed as incurred and amounted to $37$40 million, $41$35 million and $46$32 million in 2014, 20132017, 2016 and 2012,2015, respectively.

The Company maintains savings plans for virtually all full-time salaried employees and certain employees covered by collective bargaining agreements. Expense associated with these plans was $41$39 million, $37$35 million and $29$36 million for 2014, 20132017, 2016 and 2012, respectively.2015, respectively, and is included in labor and fringe expense on the consolidated income statement.



















86


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Debt and Credit Agreements
    
Debt at December 20142017 and December 20132016 is shown in the table below. For information regarding the fair value of debt, see Note 13, Fair Value Measurements.
Maturity at
December
Average
Interest
Rates at
December
DecemberDecember
Maturity at
December
Average
Interest
Rates at
December
DecemberDecember
(Dollars in Millions)201420142013201720172016
Notes2015-20545.5%$9,456
$8,935
2020-20664.3%$11,591
$11,055
Equipment Obligations(a)
2015-20236.3%277
602
2018-20236.3%213
232
Capital Leases2015-202613.5%8
16
2018-202616.2%5
6
Convertible Debentures20211.0%1
2
Subtotal Long-term Debt (including current portion)  $9,742
$9,555
  $11,809
$11,293
Less Debt Due within One Year (228)(533) (19)(331)
Long-term Debt (excluding current portion) $9,514
$9,022
 $11,790
$10,962
(a) TheseEquipment obligations are secured by an interest in certain railroad equipment.

Debt Issuance & Early Redemption of Long-term Debt
     During 2014,
In May 2017, CSX issued $550$850 million of 3.4%3.25% notes due 2024 and $450 million of 4.5% notes due 2054.2027. 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 obligations 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 may alsohave been or will be used for general corporate purposes, which may include repaymentrepurchases of additional indebtedness outstanding fromCSX's common stock, capital investment, working capital requirements, improvement in productivity and other cost reductions at CSX’s major transportation units.

During 2016, the Company issued $2.2 billion of new debt and repurchased $1.4 billion of certain notes that were expected to mature in 2017, 2018 and 2019 resulting in a net increase in debt of $800 million related to these transactions. CSX issued $700 million of 2.60% notes due 2026, $800 million of 3.80% notes due 2046, and $700 million of 4.25% notes due 2066(collectively, the “2016 issuances”). These notes are included in the consolidated balance sheets under long-term debt and may be redeemed by the Company at any time at the applicable redemption premium.

The net proceeds of the 2016 issuances were used to time,fully redeem $300 million of 5.60% notes that otherwise would have matured on May 1, 2017; $600 million of 6.25% notes that otherwise would have matured on March 15, 2018; and $500 million of 7.375% notes that otherwise would have matured on February 1, 2019. The remaining proceeds were used for general corporate purposes, which may include repurchases of CSX’s common stock, capital investment, pension contributions, working capital requirements, improvements in productivity and other cost reduction initiatives. CSX recognized $16reductions at CSX’s major transportation units. The transactions noted above were determined to be an extinguishment of the existing debt, resulting in recognition of $115 million of otherdebt repurchase expense for the early redemption premiumin 2016 related to $663 million$1.4 billion of note repayments. For more information regarding a non-cash debt transaction with a related party, see Note 12. Related Party Transactions.

Long-term Debt Maturities
(Dollars in Millions)Maturities as of
Fiscal Years EndingDecember 2014
2015$228
201621
2017631
2018619
2019518
Thereafter7,725
Total Long-term Debt Maturities (including current portion)$9,742


87


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Debt and Credit Agreements, continued

Long-term Debt Maturities (Net of Discounts, Premiums and Issuance Costs)
(Dollars in Millions)Maturities as of
Fiscal Years EndingDecember 2017
2018$19
201918
2020745
2021371
2022162
Thereafter10,494
Total Long-term Debt Maturities, including current portion$11,809

Credit Facilities
CSX has a $1 billion unsecured, revolving credit facility backed by a diverse syndicate of banks. This facility expires in September 2016. AsMay 2020, and 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.

Commitment fees and interest rates payable under the facility were similar to fees and rates available to comparably rated investment-grade borrowers. At December 2014,2017, CSX was in compliance with all covenant requirements under the facilities.facility.

Receivables Securitization Facility
The Company's $250 millionCompany has a receivables securitization facility haswith a three-year term expiringscheduled to expire in June 2017.September 2019. The purpose of this facility is to provide an alternative to commercial paper and a low cost source of short-term liquidity.liquidity of up to $200 million, depending on eligible receivables balances. Under the terms of this facility, CSXT transfers eligible third-party receivables to CSX Trade Receivables, LLC, ("CSX Trade Receivables"), a bankruptcy-remote special purpose subsidiary. A separate subsidiary of CSX services the receivables. Upon transfer, the receivables become assets of CSX Trade Receivables and are not available to the creditors of CSX or any of its other subsidiaries. In the event CSX Trade Receivables draws under this facility, the Company will record an equivalent amount of debt on its consolidated financial statements. As of December 30, 2017 and the date of this filing, the Company has no outstanding balances under this facility.


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 10.  Other Income - Net

The Company derives income from items that are not considered operating activities. Income from these items is reported net of related expense. Income from real estate operations includes the results of the Company’s non-operating real estate sales, leasing, acquisition and management and development activities and may fluctuate as a function of timing of real estate sales. Miscellaneous income (expense) includes investment gains and losses, certain non-operating equity earnings or losses, investment gains and losses and other non-operating activities and may fluctuate due to timing. 

As substantially all real estate activities are focused on supporting railroad operations, beginning in first quarter 2017, all results of these activities are included in operating income. Previously, these activities were classified as operating or non-operating based on the nature of the activity. As the results of these activities were not material for any periods presented, prior periods have not been reclassified.

Interest Income increased from 2016 to 2017 primarily due to higher yields on investment securities. Income from real estate operations were recorded as part of operating expenses during 2017.

Other income – net consisted of the following:
Fiscal Years Fiscal Years 
(Dollars in Millions)2014 2013 20122017 2016 2015
Interest Income$5
 $8
 $5
$13
 $10
 $6
Income from Real Estate Operations23
 23
 81
Miscellaneous Expense (a)
(52) (20) (13)
Total Other (Expense) Income - Net$(24) $11
 $73
Income from Non-operating Real Estate Activities
 27
 83
Miscellaneous Income (Expense)8
 9
 9
Total Other Income (Expense) - Net$21
 $46
 $98
Gross Revenue from Real Estate          
Operations included above$47
 $48
 $106
$
 $56
 $104
(a) Miscellaneous expense increased $32 million primarily due to an increase in estimated environmental cleanup costs of $17 million related to non-operating activities as well as costs of $16 million associated with the early redemption of long-term debt.










88


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11.  Income Taxes

Earnings before income taxes of $3.0$3.1 billion $2.9, $2.7 billion and $3.0$3.1 billion for fiscal years 2014, 20132017, 2016 and 2012,2015, respectively, represent earnings from domestic operations. The breakdown of income tax expense between current and deferred is as follows:
Fiscal YearsFiscal Years
(Dollars in Millions)2014 2013 20122017 2016 2015
Current:      
Federal$729
 $671
 $450
$787
 $540
 $619
State90
 87
 66
117
 82
 95
Subtotal Current819
 758
 516
904
 622
 714
          
Deferred:          
Federal291
 285
 530
(3,277) 355
 414
State7
 15
 62
44
 50
 42
Subtotal Deferred298
 300
 592
(3,233) 405
 456
Total$1,117
 $1,058
 $1,108
$(2,329) $1,027
 $1,170


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11.  Income Taxes, continued

Income tax expense reconciled to the tax computed at statutory rates is presented in the table below. With the enactment of the Tax Cuts and Jobs Act (the "Act" or "tax reform") on December 22, 2017, the Company's 2017 financial results included a $3.5 billion, or $3.81 per share, non-cash reduction in income tax expense, primarily resulting from revaluing the Company's net deferred tax liabilities to reflect the recently enacted 21% federal corporate tax rate effective January 1, 2018. These estimates are based on the Company's initial analysis of the Act and may be adjusted in future periods as required. The Act has significant complexity and implementation guidance from the Internal Revenue Service, clarifications of state tax law and the completion of the Company’s 2017 tax return filings could all impact these estimates. The Company does not believe potential adjustments in future periods would materially impact the Company's financial condition or results of operations. The provisions of the Act related to foreign earnings will not impact CSX.

The Company's affiliates also revalued their deferred tax liabilities to reflect the lower federal corporate tax rate, which resulted in the Company recognizing a benefit of $142 million, or $0.10 per share after-tax, in equity earnings of affiliates, which is included in operating income. (See additional discussion over equity earnings of affiliates in Note 12, Related Parties and Affiliates.)

In addition to the tax benefit related to tax reform, the Company recorded a 2017 income tax benefit of $21 million primarily as a result of the additional tax benefit associated with vesting of share-based awards, state legislative changes, a change in the apportionment of state taxable income and the related impact on the valuation of deferred taxes, and the settlement of certain state tax matters. In 2016, the Company recorded an income tax expense adjustment of $10 million as a result of a change in the apportionment of state income taxes and the related impact on the valuation of deferred taxes as well as a $7 million tax benefit as a result of federal and state legislative changes. In 2015, the Company recorded a tax benefit of $31$4 million $42 million and $20 million in 2014, 2013 and 2012, respectively, primarily as a result of federal and state legislative changes as well as the resolution of other federal and state tax matters. Each year's benefit is included in the state income tax and other lines in the table below.
 Fiscal Years
(Dollars In Millions)2014 2013 2012
      
Federal Income Taxes$1,066
 35.0 % $1,023
 35.0 % $1,040
 35.0 %
State Income Taxes61
 2.0 % 65
 2.2 % 81
 2.8 %
Other(10) (0.3)% (30) (1.0)% (13) (0.4)%
Income Tax Expense/Rate$1,117
 36.7 % $1,058
 36.2 % $1,108
 37.4 %

In September 2013, the IRS issued final regulations governing the income tax treatment of the acquisition, disposition and repair of tangible property. The regulations were effective beginning in 2014. These new regulations did not have a material impact on the financial statements.

 Fiscal Years
(Dollars In Millions)2017 2016 2015
      
Federal Income Taxes$1,100
 35.0 % $959
 35.0 % $1,098
 35.0 %
State Income Taxes102
 3.2 % 83
 3.0 % 86
 2.7 %
Deferred Tax Rate Change(3,506) (111.6)% 
  % 
  %
Other(25) (0.8)% (15) (0.5)% (14) (0.4)%
Income Tax (Benefit) Expense/Rate$(2,329) (74.2)% $1,027
 37.5 % $1,170
 37.3 %
    

89


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11.  Income Taxes, continued

The significant components of deferred income tax assets and liabilities include:
2014 20132017 2016
(Dollars in Millions)Assets Liabilities Assets LiabilitiesAssets Liabilities Assets Liabilities
Pension Plans$188
 $
 $67
 $
$41
 $
 $125
 $
Other Employee Benefit Plans306
 
 299
 
182
 
 272
 
Accelerated Depreciation
 9,133
 
 8,868

 6,576
 
 9,925
Other256
 334
 257
 262
657
 722
 225
 293
Total$750
 $9,467
 $623
 $9,130
$880
 $7,298
 $622
 $10,218
Net Deferred Income Tax Liabilities 
 $8,717
  
 $8,507
 
 $6,418
  
 $9,596

The primary factors in the change in year-end net deferred income tax liability balances include:
Annualannual provision for deferred income tax expense;expense including the impact of the recently enacted federal corporate tax rate change from 35 percent to 21 percent, and
Accumulatedaccumulated other comprehensive income/loss.

The Company files a consolidated federal income tax return, which includes its principal domestic subsidiaries. Income tax incurred on the operations of the CompanyCSX and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. CSX participated in a contemporaneous IRS audit of tax year 2014.years 2016 and 2017. Federal examinations of original federal income tax returns for all years through 20132015 are resolved.

As of December 2014, 20132017, 2016 and 2012,2015, the Company had approximately $21$24 million, $23$25 million and $24$23 million,, respectively, of total unrecognized tax benefits.  After considerationbenefits as a result of the impact of federaluncertain tax positions. Net tax benefits $13of $19 million, $15$16 million and $17$15 million in 2014, 20132017, 2016 and 2012,2015, respectively, could favorably affectimpact the effective income tax rate in each year. The Company estimatesdoes not expect that approximately $2 million of the unrecognized tax benefits as of December 20142017 for various state and federal income tax matters will be resolvedsignificantly change over the next 12 months upon the expiration of statutes of limitations. months. The final outcome of these uncertain tax positions is not yet determinable. The change to the total gross unrecognized tax benefits and prior year audit resolutions of the Company during the fiscal year ended December 20142017 is reconciled as follows:in the table below.

Uncertain Tax Positions:Fiscal Year
Unrecognized Tax Benefits:Fiscal Year
(Dollars in Millions)2014 2013 20122017 2016 2015
Balance at beginning of the year$23
 $24
 $22
$25
 $23
 $21
Additions based on tax positions related to current year2
 2
 6
1
 1
 1
Additions based on tax positions related to prior years3
 5
 3
4
 4
 4
Reductions based on tax positions related to prior years
 (6) (1)
 
 
Settlements with taxing authorities
 
 
(4) 
 1
Lapse of statute of limitations(7) (2) (6)(2) (3) (4)
Balance at end of the year$21
 $23
 $24
$24
 $25
 $23
    

90


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11.  Income Taxes, continued

CSX’s continuing practice is to recognize net interest and penalties related to income tax matters in income tax expense. Included in the consolidated income statements are expenseexpenses of $1$3 million, $2 million and $2 million in 20142017, 2016 and benefits of $1 million and $8 million in 2013 and 2012,2015, respectively, for changes to reserves for interest and penalties for all prior year tax positions. The current year expense for interest and penalties is due to state tax settlements of prior period tax audits where the Company had previously accrued a liability for interest and penalties.  The Company had $1$6 million, $2$6 million and $3$4 million accrued for interest and penalties at 2014, 20132017, 2016 and 2012,2015, respectively, for all prior year tax positions.

NOTE 12.  Related Party TransactionsParties and Affiliates

Conrail
Through a limited liability company, CSX and Norfolk Southern Corporation (“NS”) jointly own Conrail. CSX has a 42% economic interest and 50% voting interest in the jointly-owned entity, and NS has the remainder of the economic and voting interests. Pursuant to the Investments-Equity Method and Joint Venture Topicin the ASC, CSX applies the equity method of accounting to its investment in Conrail.

Conrail owns rail infrastructure and operates for the joint benefit of CSX and NS. This is known as the shared asset area. Conrail charges fees for right-of-way usage, equipment rentals and transportation, switching and terminal service charges in the shared asset area. These expenses are included in materials, supplies and other on the consolidated income statements. Future minimum lease payments due to Conrail under the shared asset area agreements are as follows:shown in the table below.

(Dollars in Millions)Conrail SharedConrail Shared
YearsAsset AgreementAsset Agreement
2015$26
201626
201726
201826
$27
201926
27
202027
202127
202227
Thereafter124
48
Total$254
$183

Also, included in materials, supplies and otherequity earnings of affiliates are CSX’s 42%42 percent share of Conrail’s income and its amortization of the fair value write-up arising from the acquisition of Conrail and certain other adjustments. The amortization primarily represents the additional after-tax depreciation expense related to the write-up of Conrail’s fixed assets when the original purchase price, from the 1997 acquisition of Conrail, was allocated based on fair value. This write-up of fixed assets resulted in a difference between CSX's investment in Conrail and its share of Conrail's underlying net equity, which is $355$347 million as of December 2014.2017.



91


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 12.  Related Party Transactions,Parties and Affiliates, continued

The following table detailsdiscloses amounts related to Conrail. Purchase price amortization and equity earnings are included in equity earnings of affiliates and all other amounts in the related Conrail amountstable are included in materials, supplies and other inexpenses on the Company’s consolidated income statements:

statements.
 Fiscal Years 
(Dollars in Millions)2014 2013 2012
Rents, Fees and Services$124
 $115
 $139
Purchase Price Amortization and Other4
 4
 4
Equity earnings of Conrail(31) (35) (26)
Total Conrail Rents, Fees and Services$97
 $84
 $117
 Fiscal Years 
(Dollars in Millions)2017 2016 2015
Rents, fees and services$120
 $114
 $123
Purchase price amortization and other4
 4
 4
Equity earnings of Conrail(58) (37) (33)
Total Conrail Expense$66
 $81
 $94

As required by the Related Party Disclosures Topic in the ASC, the Company has identified amounts below owed to Conrail, or its subsidiaries, representing liabilities under the operating, equipment and shared area agreements with Conrail. TheIn 2014, the Company also executed two promissory notes with a subsidiary of Conrail which were included in long-term debt on the consolidated balance sheets. Interest expense from these promissory notes was $3$6 million for 20142017, 2016 and $4 million for 2013 and 2012,2015, respectively.

 December December
(Dollars in Millions)2014 2013
Balance Sheet Information:   
CSX Payable to Conrail$54
 $172
Promissory Notes Payable to Conrail Subsidiary (a)
   
2.89% CSX Promissory Note due October 2044 (a)
73
 
2.89% CSXT Promissory Note due October 2044 (a)
151
 
4.40% CSX Promissory Note due October 2035
 73
4.52% CSXT Promissory Note due March 2035
 23
 December December
(Dollars in Millions)2017 2016
Balance Sheet Information:   
CSX payable to Conrail$123
 $91
Promissory notes payable to Conrail subsidiary   
2.89% CSX promissory note due October 204473
 73
2.89% CSXT promissory note due October 2044151
 151

(a) Promissory notes payable to Conrail areTTX Company
TTX Company ("TTX") is a privately-held corporation engaged in the business of providing its owner-railroads with standardized fleets of intermodal, automotive and general use railcars at time and mileage rates. CSX owns about 20 percent of TTX's common stock, and the remaining is owned by the other leading North American railroads and their affiliates. CSX's investment in TTX is $626 million and is included onin affiliates and other companies in the consolidated balance sheetsheet. Pursuant to the Investments-Equity Method topic in the ASC, CSX applies the equity method of accounting to its investment in TTX.


CSX as long-term debt.CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

In October 2014, the Company converted its existing short term payable balance of approximately $125 million for operation of the shared asset area as well as its $23 million, 4.52% note due 2035NOTE 12.  Related Parties and its $73 millionAffiliates,, 4.40% note due 2035 plus accrued interest of $3 million, into $224 million, 2.89% notes due 2044.  The transaction is non-cash in nature.continued


As required by the Related Party Disclosures Topic in the ASC, the following table discloses amounts related to TTX. Car hire rents are included in equipment and other rents expense and equity earnings are included in equity earnings of affiliates in the Company’s consolidated income statements. Also included below is balance sheet information related to CSX's payable to TTX, which represents car rental liabilities.
 Fiscal Years
(Dollars in Millions)2017 2016 2015
Income statement information:     
Car hire rents$237
 $233
 $218
Equity earnings of TTX(157) (26) (20)
Total TTX expense$80
 $207
 $198
      
 December December 
Balance sheet information:2017 2016 
CSX payable to TTX$43
 $47
 
     


Tax Reform Effect on Equity Earnings of Affiliates

Due to the enactment of tax reform, the Company recognized a benefit of $142 million, or $0.10 per share after-tax, in its equity earnings of affiliates. This benefit was primarily the result of the Company's affiliates (primarily TTX and Conrail) revaluing their deferred tax liabilities to reflect the lower federal corporate tax rate, which favorably impacted their net earnings for 2017. (See additional discussion over tax reform in Note 11, Income Taxes.)









92


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements

The FinFinancialancial 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, pension plan assets and long-term debt. Also, the Fair Value Measurements and Disclosures Topic in the ASC 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.below:
Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active marketsmarkets;
Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.); and
Level 3 – significant unobservable inputs (including the Company’s own assumptions about the assumptions market participants would use 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 rategovernment 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.below:

Certificates of Deposit and Commercial Paper (Level 2): Valued at amortized cost, which approximates fair value.value;

Corporate Bonds and Government Securities (Level 2): Valued using broker quotes that utilize observable market inputs.inputs; and

Auction Rate Securities (Level 3): Valued using pricing models for which the assumptions utilize management’s estimates of market participant assumptions, because there is currently no active market for trading.

93


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued
The Company's investment assets are carried at fair value on the consolidated balance sheets as summarized in the table below. Additionally,following table. All of the inputs used to determine the fair value of the Company's investments are Level 2 inputs. The amortized cost basis of these investments was $453$91 million and $668$500 million as of December 26, 201431, 2017 and December 27, 2013,30, 2016, respectively.

CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

Fiscal YearsFiscal Years
2014 20132017 2016
(Dollars in Millions)Level 1Level 2Level 3Total Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total Level 1Level 2Level 3Total
Certificates of Deposit and Commercial Paper$
$250
$
$250
 $
$472
$
$472
$
$
$
$
 $
$415
$
$415
Corporate Bonds
141

141
 
132

132

61

61
 
63

63
Government Securities
51

51
 
49

49

34

34
 
22

22
Auction Rate Securities

11
11
 

15
15
Total investments at fair value$
$442
$11
$453
 $
$653
$15
$668
$
$95
$
$95
 $
$500
$
$500

These investments have the following maturities and are represented on the consolidated balance sheet within short-term investments for investments with maturities withinof less than one year, or less, and other long-term assets for investments with maturities greater thanof one year:year and greater:

(Dollars in Millions)December 2014 December 2013December 2017 December 2016
Less than 1 year$292
 $487
$18
 $417
1 - 2 years45
 58
3
 12
2 - 5 years100
 105
8
 4
Greater than 5 years16
 18
66
 67
Total investments at fair value$453
 $668
$95
 $500

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 a third party that utilizes closing transactions, market quotes or market values of comparable debt. For those instruments not valued by the third party, 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 third party.  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, credit ratings, 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.  


94


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

The fair value and carrying value of the Company's long-term debt is as follows:
(Dollars in Millions)December 2014 December 2013December 2017 December 2016
Long-term Debt (Including Current Maturities):      
Fair Value$11,042
 $10,354
$13,220
 $12,096
Carrying Value9,742
 9,555
11,809
 11,293

Pension Plan Assets
Pension plan assets are reported at fair value, net of pension liabilities, on the consolidated balance sheet. The Investment Committee targets an allocation of pension assets to be generally 70% equity and 30% fixed income. There are several valuation methodologies used for those assets as described below.

Investments in the Fair Value Hierarchy
Common stock (Level 1): Valued at the closing price reported on the active market on which the individual securities are traded on the last day of the year and classified in levelLevel 1 of the fair value hierarchy.
Mutual funds (Level 1): Valued at the net asset value of shares held at year end based on quoted market prices determined in an active market. These assets are classified in levelLevel 1 of the fair value hierarchy.
Common collective trust funds (Level 2): This class consists of private funds that invest in government and corporate securities and various short-term debt instruments. The net asset value of the investments is determined by reference to the fair value of the underlying securities, which are valued primarily through the use of directly or indirectly observable inputs. These assets are classified in level 2 of the fair value hierarchy.
Corporate bonds, derivatives, government securities, and asset-backed securities and derivatives (Level 2): Valued using price evaluations reflecting the bid and/or ask sides of the market for a similar investment at year end. Asset-backed securities include commercial mortgage-backed securities and collateralized mortgage obligations. These assets are classified in levelLevel 2 of the fair value hierarchy.
Investments Measured at Net Asset Value
Partnerships (Level 2):Partnerships: Net asset value of private equity is based on the fair market values associated with the underlying investments at year endend. These funds have redemption restrictions that require advanced notice of 15 business days.
Common collective trust funds: This class consists of private funds that invest in government and is classified in level 2 ofcorporate securities and various short-term debt instruments and are measured at net asset value to estimate the fair value hierarchy.of the investments. The net asset value of the investments is determined by reference to the fair value of the underlying securities, which are valued primarily through the use of directly or indirectly observable inputs. These funds have redemption restrictions that require advanced notice of up to 15 business days.


95


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

The pension plan assets at fair value by level, within the fair value hierarchy, as of calendar plan years 20142017 and 20132016 are shown in the table below. For additional information related to pension assets, see Note 8, Employee Benefit Plans.

 Fiscal Years
 2014 2013
(Dollars in Millions)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Common Stock: 
  
  
  
  
  
  
  
Information technology$177
 $
 $
 $177
 $173
 $
 $
 $173
Health care133
 
 
 133
 126
 
 
 126
Consumer discretionary125
 
 
 125
 152
 
 
 152
Financials116
 
 
 116
 116
 
 
 116
Industrials90
 
 
 90
 108
 
 
 108
Energy51
 
 
 51
 59
 
 
 59
Consumer staples42
 
 
 42
 43
 
 
 43
Materials20
 
 
 20
 29
 
 
 29
Other33
 
 
 33
 31
 
 
 31
Mutual funds20
 
 
 20
 17
 
 
 17
Cash equivalents1
 
 
 1
 
 
 
 
Common trust funds
 611
 
 611
 
 553
 
 553
Corporate bonds
 539
 
 539
 
 568
 
 568
Partnerships
 365
 
 365
 
 314
 
 314
Government securities
 164
 
 164
 
 186
 
 186
Asset-backed securities
 15
 
 15
 
 24
 
 24
Derivatives and other
 2
 
 2
 
 1
 
 1
    Total investments at
    fair value
$808
 $1,696
 $
 $2,504
 $854
 $1,646
 $
 $2,500
 Fiscal Years
 2017 2016
(Dollars in Millions)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Common Stock$1,022
 $
 $
 $1,022
 $940
 $
 $
 $940
Mutual funds14
 
 
 14
 12
 
 
 12
Cash equivalents2
 
 
 2
 1
 
 
 1
Corporate bonds
 537
 
 537
 
 497
 
 497
Government securities
 169
 
 169
 
 141
 
 141
Asset-backed securities
 9
 
 9
 
 14
 
 14
Derivatives and other
 11
 
 11
 
 11
 
 11
Total investments in the fair value hierarchy$1,038
 $726
 $
 $1,764
 $953
 $663
 $
 $1,616
Investments measured at net asset value (a)
n/a
 n/a
 n/a
 $1,069
 n/a
 n/a
 n/a
 $923
Investments at fair value$1,038
 $726
 $
 $2,833
 $953
 $663
 $
 $2,539


(a) Investments measured at net asset value represent certain investments that have been measured at net asset value per share (or its equivalent) and thus are not classified in the fair value hierarchy. In accordance with ASC 820, Fair Value Measurements, the fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the pension assets disclosed in Note 8, Employee Benefit Plans.
















96


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 14. Other Comprehensive Income / (Loss)

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 equal 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 $1.8$5.6 billion, $2.3$1.7 billion and $1.8$2.0 billion for 2014, 20132017, 2016 and 2012,2015, 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.

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 8. 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 BenefitsOtherAccumulated Other Comprehensive Income (Loss)Pension and Other Post-Employment BenefitsOtherAccumulated Other Comprehensive Income (Loss)
(Dollars in millions)  
Balance December 30, 2011, Net of Tax$(799)$(76)$(875)
Other Comprehensive Loss 
Balance December 26, 2014 - Net of Tax$(611)$(55)$(666)
Other Comprehensive Income(Loss) 
Loss Before Reclassifications(172)(9)(181)(53)(8)(61)
Amounts Reclassified to Net Earnings88
(1)87
71
(2)69
Tax Benefit32
1
33
Total Other Comprehensive Loss(52)(9)(61)
Balance December 28, 2012, Net of Tax(851)(85)(936)
Tax (Expense) Benefit(8)1
(7)
Total Other Comprehensive (Loss) Income10
(9)1
Balance December 25, 2015 - Net of Tax(601)(64)(665)
Other Comprehensive Income 
(Loss) Income Before Reclassifications(16)3
(13)
Amounts Reclassified to Net Earnings50
1
51
Tax Expense(13)
(13)
Total Other Comprehensive Income21
4
25
Balance December 30, 2016 - Net of Tax(580)(60)(640)
Other Comprehensive Income  
Income Before Reclassifications510
24
534
148
13
161
Amounts Reclassified to Net Earnings111
(2)109
56
2
58
Tax (Expense) Benefit(232)2
(230)
Tax Expense(64)(1)(65)
Total Other Comprehensive Income389
24
413
140
14
154
Balance December 27, 2013, Net of Tax(462)(61)(523)
Other Comprehensive Loss 
(Loss) Income Before Reclassifications(297)4
(293)
Amounts Reclassified to Net Earnings60
2
62
Tax Benefit88

88
Total Other Comprehensive (Loss) Income(149)6
(143)
Balance December 26, 2014, Net of Tax$(611)$(55)$(666)
Balance December 31, 2017 - Net of Tax$(440)$(46)$(486)


97


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 15.  Quarterly Financial Data (Unaudited)

Pursuant to Article 3 of the SEC’s Regulation S-X, the following are selected quarterly financial data:

Fiscal Year Ended December 2014Quarters
Fiscal Year Ended December 2017 (a)
Quarters
(Dollars in Millions, Except Per Share Amounts)1st 2nd 3rd 4th Full Year1st 2nd 3rd 4th Full Year
Revenue$2,869
 $2,933
 $2,743
 $2,863
 $11,408
Operating Income712
 958
 876
 1,121
 3,667
Net Earnings (b)
362
 510
 459
 4,140
 5,471
         
Earnings Per Share, Basic (b)
$0.39
 $0.55
 $0.51
 $4.63
 $6.01
Earnings Per Share, Assuming Dilution (b)
0.39
 0.55
 0.51
 4.62
 5.99
         
Fiscal Year Ended December 2016 (a)
         
Revenue$3,012
 $3,244
 $3,221
 $3,192
 $12,669
$2,618
 $2,704
 $2,710
 $3,037
 $11,069
Operating Income739
 997
 976
 901
 3,613
704
 840
 841
 1,004
 3,389
Net Earnings398
 529
 509
 491
 1,927
356
 445
 455
 458
 1,714
                  
Earnings Per Share, Basic$0.40
 $0.53
 $0.51
 $0.49
 $1.93
$0.37
 $0.47
 $0.48
 $0.49
 $1.81
Earnings Per Share, Assuming Dilution0.40
 0.53
 0.51
 0.49
 1.92
0.37
 0.47
 0.48
 0.49
 1.81
         
Fiscal Year Ended December 2013         
Revenue$2,963
 $3,046
 $2,985
 $3,032
 $12,026
Operating Income880
 940
 840
 813
 3,473
Net Earnings462
 521
 455
 426
 1,864
         
Earnings Per Share, Basic$0.45
 $0.51
 $0.45
 $0.42
 $1.83
Earnings Per Share, Assuming Dilution0.45
 0.51
 0.45
 0.42
 1.83
(a) Prior to third quarter 2017, CSX followed a 52/53 week fiscal reporting calendar and 2016 included 53 weeks. All 2016 information presented in Results of Operations is on a 53-week basis, under Generally Accepted Accounting Principles ("GAAP"). See Note 1, Nature of Operations and Significant Accounting Policies for details regarding the number of days in each quarterly period presented.
(b) These results for fourth quarter and full year 2017 include a $3.6 billion, or $3.91 per share, net tax reform benefit. See further discussion in Note 11, Income Taxes.


NOTE 16.  Summarized Consolidating Financial Data

In 2007, CSXT, a wholly-owned subsidiary of CSX Corporation, sold secured equipment notes maturing in 2023 in a registered public offering. 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.following tables.


98


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16.  Summarized Consolidating Financial Data, continued

Consolidating Income Statements
(Dollars in Millions)

Fiscal Year Ended December 2014
CSX
Corporation
 
CSX
Transportation
 Eliminations and Other Consolidated
Fiscal Year Ended December 2017
CSX
Corporation
 
CSX
Transportation
 Eliminations and Other 
CSX
Consolidated
Revenue$
 $11,334
 $74
 $11,408
Expense(158) 8,070
 (171) 7,741
Operating Income158
 3,264
 245
 3,667
Equity in Earnings of Subsidiaries5,810
 
 (5,810) 
Interest Expense(582) (29) 65
 (546)
Other Income - Net7
 42
 (28) 21
Earnings Before Income Taxes5,393
 3,277
 (5,528) 3,142
Income Tax Benefit78
 2,247
 4
 2,329
Net Earnings$5,471
 $5,524
 $(5,524) $5,471
       
Total Comprehensive Earnings$5,625
 $5,538
 $(5,538) $5,625
       
Fiscal Year Ended December 2016       
Revenue$
 $12,590
 $79
 $12,669
$
 $10,991
 $78
 $11,069
Expense(427) 9,585
 (102) 9,056
(265) 8,100
 (155) 7,680
Operating Income427
 3,005
 181
 3,613
265
 2,891
 233
 3,389
Equity in Earnings of Subsidiaries1,996
 1
 (1,997) 
1,997
 2
 (1,999) 
Interest Expense(520) (46) 21
 (545)(583) (35) 39
 (579)
Other Income - Net(19) (4) (1) (24)(112) 44
 (1) (69)
Earnings Before Income Taxes1,884
 2,956
 (1,796) 3,044
1,567
 2,902
 (1,728) 2,741
Income Tax Benefit (Expense)43
 (1,093) (67) (1,117)147
 (1,081) (93) (1,027)
Net Earnings$1,927
 $1,863
 $(1,863) $1,927
$1,714
 $1,821
 $(1,821) $1,714
              
Total Comprehensive Earnings$1,784
 $1,875
 $(1,875) $1,784
$1,739
 $1,833
 $(1,833) $1,739
              
Fiscal Year Ended December 2013 
Fiscal Year Ended December 2015       
Revenue$
 $11,950
 $76
 $12,026
$
 $11,733
 $78
 $11,811
Expense(371) 9,091
 (167) 8,553
(589) 8,922
 (106) 8,227
Operating Income371
 2,859
 243
 3,473
589
 2,811
 184
 3,584
Equity in Earnings of Subsidiaries1,964
 (1) (1,963) 
1,949
 
 (1,949) 
Interest Expense(516) (62) 16
 (562)(539) (33) 28
 (544)
Other Income - Net(7) (2) 20
 11
(4) 111
 (9) 98
Earnings Before Income Taxes1,812
 2,794
 (1,684) 2,922
1,995
 2,889
 (1,746) 3,138
Income Tax Benefit (Expense)52
 (1,028) (82) (1,058)
Income Tax Expense(27) (1,083) (60) (1,170)
Net Earnings$1,864
 $1,766
 $(1,766) $1,864
$1,968
 $1,806
 $(1,806) $1,968
              
Total Comprehensive Earnings$2,277
 $1,825
 $(1,825) $2,277
$1,969
 $1,806
 $(1,806) $1,969
       
Fiscal Year Ended December 2012 
Revenue$
 $11,696
 $67
 $11,763
Expense(355) 8,779
 (125) 8,299
Operating Income355
 2,917
 192
 3,464
Equity in Earnings of Subsidiaries1,992
 (2) (1,990) 
Interest Expense(513) (70) 17
 (566)
Other Income - Net(3) 61
 15
 73
Earnings Before Income Taxes1,831
 2,906
 (1,766) 2,971
Income Tax Benefit (Expense)32
 (1,065) (75) (1,108)
Net Earnings$1,863
 $1,841
 $(1,841) $1,863
       
Total Comprehensive Earnings$1,802
 $1,818
 $(1,818) $1,802




99


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16.  Summarized Consolidating Financial Data, continued

Consolidating Balance Sheets
(Dollars in Millions)
As of December 26, 2014
CSX
Corporation
 
CSX
Transportation
 Eliminations and Other Consolidated
As of December 31, 2017
CSX
Corporation
 
CSX
Transportation
 Eliminations and Other CSX
Consolidated
ASSETSASSETSASSETS 
Current Assets:              
Cash and Cash Equivalents$510
 $100
 $59
 $669
$274
 $121
 $6
 $401
Short-term Investments250
 
 42
 292

 
 18
 18
Accounts Receivable - Net2
 206
 921
 1,129
(1) 301
 670
 970
Receivable from Affiliates1,211
 2,418
 (3,629) 
1,226
 3,517
 (4,743) 
Materials and Supplies
 272
 1
 273

 372
 
 372
Deferred Income Taxes3
 139
 (1) 141
Other Current Assets
 61
 7
 68
(1) 145
 10
 154
Total Current Assets1,976
 3,196
 (2,600) 2,572
1,498
 4,456
 (4,039) 1,915
Properties1
 36,888
 2,454
 39,343
1
 41,479
 2,844
 44,324
Accumulated Depreciation(1) (9,516) (1,242) (10,759)(1) (11,017) (1,542) (12,560)
Properties - Net
 27,372
 1,212
 28,584

 30,462
 1,302
 31,764
Investments in Conrail
 
 779
 779

 
 907
 907
Affiliates and Other Companies(39) 644
 (28) 577
(39) 800
 18
 779
Investment in Consolidated Subsidiaries21,570
 
 (21,570) 
29,405
 
 (29,405) 
Other Long-term Assets178
 387
 (24) 541
39
 596
 (261) 374
Total Assets$23,685
 $31,599
 $(22,231) $33,053
$30,903
 $36,314
 $(31,478) $35,739
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY 
Current Liabilities:              
Accounts Payable$106
 $707
 $32
 $845
$105
 $708
 $34
 $847
Labor and Fringe Benefits Payable38
 511
 64
 613
52
 494
 56
 602
Payable to Affiliates3,053
 514
 (3,567) 
4,792
 552
 (5,344) 
Casualty, Environmental and Other Reserves
 126
 16
 142

 95
 13
 108
Current Maturities of Long-term Debt200
 29
 (1) 228

 19
 
 19
Income and Other Taxes Payable(150) 293
 20
 163
(326) 455
 28
 157
Other Current Liabilities
 111
 5
 116
5
 153
 3
 161
Total Current Liabilities3,247
 2,291
 (3,431) 2,107
4,628
 2,476
 (5,210) 1,894
Casualty, Environmental and Other Reserves
 213
 63
 276

 222
 44
 266
Long-term Debt8,705
 809
 
 9,514
11,056
 733
 1
 11,790
Deferred Income Taxes(172) 8,827
 203
 8,858
Deferred Income Taxes - Net(130) 6,342
 206
 6,418
Other Long-term Liabilities753
 487
 (118) 1,122
644
 320
 (314) 650
Total Liabilities12,533
 12,627
 (3,283) 21,877
16,198
 10,093
 (5,273) 21,018
Shareholders' Equity:              
Common Stock, $1 Par Value992
 181
 (181) 992
890
 181
 (181) 890
Other Capital92
 5,077
 (5,077) 92
217
 5,096
 (5,096) 217
Retained Earnings10,734
 13,717
 (13,717) 10,734
14,084
 20,933
 (20,933) 14,084
Accumulated Other Comprehensive Loss(666) (31) 31
 (666)(486) (5) 5
 (486)
Noncontrolling Minority Interest
 28
 (4) 24

 16
 
 16
Total Shareholders' Equity11,152
 18,972
 (18,948) 11,176
14,705
 26,221
 (26,205) 14,721
Total Liabilities and Shareholders' Equity$23,685
 $31,599
 $(22,231) $33,053
$30,903
 $36,314
 $(31,478) $35,739

100


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16.  Summarized Consolidating Financial Data, continued

Consolidating Balance Sheets
(Dollars in Millions)
As of December 27, 2013CSX Corporation CSX Transportation Eliminations and Other Consolidated
As of December 30, 2016CSX Corporation CSX Transportation Eliminations and Other CSX
Consolidated
ASSETSASSETSASSETS 
Current Assets 
  
  
  
 
  
  
  
Cash and Cash Equivalents$439
 $91
 $62
 $592
$305
 $281
 $17
 $603
Short-term Investments472
 
 15
 487
415
 
 2
 417
Accounts Receivable - Net3
 240
 809
 1,052
2
 215
 721
 938
Receivable from Affiliates1,141
 2,635
 (3,776) 
1,157
 2,351
 (3,508) 
Materials and Supplies
 252
 
 252

 407
 
 407
Deferred Income Taxes(5) 161
 (1) 155
Other Current Assets1
 57
 6
 64

 106
 16
 122
Total Current Assets2,051
 3,436
 (2,885) 2,602
1,879
 3,360
 (2,752) 2,487
Properties1
 34,987
 2,196
 37,184
1
 40,518
 2,708
 43,227
Accumulated Depreciation(1) (8,778) (1,114) (9,893)(1) (10,634) (1,442) (12,077)
Properties - Net
 26,209
 1,082
 27,291

 29,884
 1,266
 31,150
Investments in Conrail
 
 752
 752

 
 840
 840
Affiliates and Other Companies(39) 612
 (27) 546
(39) 643
 15
 619
Investment in Consolidated Subsidiaries20,226
 
 (20,226) 
24,179
 
 (24,179) 
Other Long-term Assets217
 388
 (14) 591
2
 607
 (291) 318
Total Assets$22,455
 $30,645
 $(21,318) $31,782
$26,021
 $34,494
 $(25,101) $35,414
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY 
Current Liabilities              
Accounts Payable$110
 $809
 $38
 $957
$95
 $678
 $33
 $806
Labor and Fringe Benefits Payable38
 491
 58
 587
40
 440
 65
 545
Payable to Affiliates3,298
 535
 (3,833) 
3,457
 500
 (3,957) 
Casualty, Environmental and Other Reserves
 136
 15
 151

 102
 13
 115
Current Maturities of Long-term Debt200
 333
 
 533
313
 19
 (1) 331
Income and Other Taxes Payable(397) 479
 9
 91
(346) 459
 16
 129
Other Current Liabilities
 103
 2
 105

 112
 2
 114
Total Current Liabilities3,249
 2,886
 (3,711) 2,424
3,559
 2,310
 (3,829) 2,040
Casualty, Environmental and Other Reserves
 231
 69
 300

 208
 51
 259
Long-term Debt8,308
 714
 
 9,022
10,203
 759
 
 10,962
Deferred Income Taxes(64) 8,548
 178
 8,662
Deferred Income Taxes - Net(203) 9,541
 258
 9,596
Other Long-term Liabilities479
 512
 (121) 870
783
 410
 (330) 863
Total Liabilities11,972
 12,891
 (3,585) 21,278
14,342
 13,228
 (3,850) 23,720
Shareholders' Equity              
Common Stock, $1 Par Value1,009
 181
 (181) 1,009
928
 181
 (181) 928
Other Capital61
 5,077
 (5,077) 61
138
 5,095
 (5,095) 138
Retained Earnings9,936
 12,514
 (12,514) 9,936
11,253
 15,994
 (15,994) 11,253
Accumulated Other Comprehensive Loss(523) (43) 43
 (523)(640) (19) 19
 (640)
Noncontrolling Minority Interest
 25
 (4) 21

 15
 
 15
Total Shareholders' Equity10,483
 17,754
 (17,733) 10,504
11,679
 21,266
 (21,251) 11,694
Total Liabilities and Shareholders' Equity$22,455
 $30,645
 $(21,318) $31,782
$26,021
 $34,494
 $(25,101) $35,414

Certain prior year data has been reclassified to conform to the current presentation.


101


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16.  Summarized Consolidating Financial Data, continued

Consolidating Cash Flow Statements
(Dollars in Millions)
Fiscal Year Ended December 2014CSX Corporation CSX Transportation Eliminations and Other Consolidated
Fiscal Year Ended December 2017CSX Corporation CSX Transportation Eliminations and Other CSX
Consolidated
Operating Activities              
Net Cash Provided by (Used in) Operating Activities$583
 $3,278
 $(518) $3,343
$1,719
 $2,112
 $(359) $3,472
              
Investing Activities              
Property Additions
 (2,192) (257) (2,449)
 (1,848) (192) (2,040)
Purchases of Short-term Investments(1,419) 
 (14) (1,433)(774) 
 (8) (782)
Proceeds from Sales of Short-term Investments1,642
 
 32
 1,674
1,190
 
 3
 1,193
Proceeds from Property Dispositions
 62
 
 62

 97
 
 97
Other Investing Activities
 (128) 91
 (37)(2) 94
 (55) 37
Net Cash Provided by (Used in) Investing Activities223
 (2,258) (148) (2,183)414
 (1,657) (252) (1,495)
              
Financing Activities              
Long-term Debt Issued1,000
 
 
 1,000
850
 
 
 850
Long-term Debt Repaid(600) (333) 
 (933)(313) (20) 
 (333)
Dividends Paid(629) (660) 660
 (629)(708) (600) 600
 (708)
Stock Options Exercised
 
 
 
Shares Repurchased(517) 
 
 (517)(1,970) 
 
 (1,970)
Other Financing Activities11
 (18) 3
 (4)(23) 5
 
 (18)
Net Cash Provided by (Used in) Financing Activities(735) (1,011) 663
 (1,083)(2,164) (615) 600
 (2,179)
Net Decrease in Cash and Cash Equivalents71
 9
 (3) 77
(31) (160) (11) (202)
Cash and Cash Equivalents at Beginning of Period439
 91
 62
 592
305
 281
 17
 603
Cash and Cash Equivalents at End of Period$510
 $100
 $59
 $669
$274
 $121
 $6
 $401

102


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16.  Summarized Consolidating Financial Data, continued

Consolidating Cash Flow Statements
(Dollars in Millions)
Fiscal Year Ended December 2013CSX Corporation CSX Transportation Eliminations and Other Consolidated
Fiscal Year Ended December 2016CSX Corporation CSX Transportation Eliminations and Other CSX
Consolidated
Operating Activities 
  
  
  
 
  
  
  
Net Cash Provided by (Used in) Operating Activities$1,004
 $3,005
 $(742) $3,267
$453
 $2,950
 $(362) $3,041
              
Investing Activities              
Property Additions
 (2,053) (260) (2,313)
 (2,208) (190) (2,398)
Purchases of Short-term Investments(1,251) 
 (5) (1,256)(929) 
 
 (929)
Proceeds from Sales of Short-term Investments1,335
 
 66
 1,401
1,325
 
 
 1,325
Proceeds from Property Dispositions
 53
 
 53

 195
 
 195
Other Investing Activities(134) (315) 337
 (112)(41) 91
 (41) 9
Net Cash Provided by (Used in) Investing Activities(50) (2,315) 138
 (2,227)355
 (1,922) (231) (1,798)
              
Financing Activities              
Long-term Debt Issued500
 
 
 500
2,200
 
 
 2,200
Long-term Debt Repaid(700) (80) 
 (780)(1,400) (19) 
 (1,419)
Dividends Paid(600) (730) 730
 (600)(680) (600) 600
 (680)
Stock Options Exercised9
 
 
 9
Shares Repurchased(353) 
 
 (353)(1,056) 
 
 (1,056)
Other Financing Activities148
 (24) (132) (8)(11) (303) 1
 (313)
Net Cash Provided by (Used in) Financing Activities(996) (834) 598
 (1,232)(947) (922) 601
 (1,268)
Net (Decrease) Increase in
Cash and Cash Equivalents
(42) (144) (6) (192)(139) 106
 8
 (25)
Cash and Cash Equivalents at Beginning of Period481
 235
 68
 784
444
 175
 9
 628
Cash and Cash Equivalents at End of Period$439
 $91
 $62
 $592
$305
 $281
 $17
 $603





103


CSX CORPORATION
PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16.  Summarized Consolidating Financial Data, continued

Consolidating Cash Flow Statements
(Dollars in Millions)
Fiscal Year Ended December 2012CSX Corporation CSX Transportation Eliminations and Other Consolidated
Fiscal Year Ended December 2015CSX Corporation CSX Transportation Eliminations and Other CSX
Consolidated
Operating Activities              
Net Cash Provided by (Used in) Operating Activities$579
 $2,716
 $(349) $2,946
$983
 $2,974
 $(587) $3,370
              
Investing Activities              
Property Additions
 (2,104) (237) (2,341)
 (2,400) (162) (2,562)
Purchases of Short-term Investments(605) 
 (28) (633)(1,734) 
 (5) (1,739)
Proceeds from Sales of Short-term Investments525
 
 56
 581
1,175
 
 50
 1,225
Proceeds from Property Dispositions
 186
 
 186

 147
 
 147
Other Investing Activities(10) 102
 (162) (70)(10) 132
 (85) 37
Net Cash Provided by (Used in) Investing Activities(90) (1,816) (371) (2,277)(569) (2,121) (202) (2,892)
              
Financing Activities              
Long-term Debt Issued1,100
 
 
 1,100
1,200
 
 
 1,200
Long-term Debt Repaid(400) (106) (2) (508)(200) (29) 
 (229)
Dividends Paid(558) (715) 715
 (558)(686) (750) 750
 (686)
Stock Options Exercised14
 
 
 14
Shares Repurchased(734) 
 
 (734)(804) 
 
 (804)
Other Financing Activities21
 2
 (5) 18
10
 1
 (11) 
Net Cash Provided by (Used in) Financing Activities(557) (819) 708
 (668)(480) (778) 739
 (519)
Net (Decrease) Increase in
Cash and Cash Equivalents
(68) 81
 (12) 1
(66) 75
 (50) (41)
Cash and Cash Equivalents at Beginning of Period549
 154
 80
 783
510
 100
 59
 669
Cash and Cash Equivalents at End of Period$481
 $235
 $68
 $784
$444
 $175
 $9
 $628





104


CSX CORPORATION
PART II



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     None.None
 
Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 26, 201431, 2017, under the supervision and with the participation of CSX's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the CEO and CFO concluded that, as of December 26, 201431, 2017, the Company's disclosure controls and procedures were effective at the reasonable assurance level in timely alerting them to material information required to be included in CSX’s periodic SEC reports.

Management's Report on Internal Control over Financial Reporting

CSX’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the management of CSX, including CSX’s CEO and CFO, CSX conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 26, 201431, 2017 based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission which is also referred to as COSO. Based on that evaluation, management of CSX concluded that the Company’s internal control over financial reporting was effective as of December 26, 201431, 2017.  Management's assessment of the effectiveness of internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

The Company’s internal control over financial reporting as of December 26, 201431, 2017 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.


105


CSX CORPORATION
PART II


Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Shareholders and the Board of Directors and Shareholders of CSX Corporation

Opinion on Internal Control over Financial Reporting

We have audited CSX Corporation’s (CSX) internal control over financial reporting as of December 26, 2014,31, 2017, based on criteria established in Internal Control—IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). CSX'sIn our opinion, CSX Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CSX Corporation as of December 31, 2017 and December 30, 2016, and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for each of the three fiscal years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”) of the Company and our report dated February 7, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


CSX CORPORATION
PART II


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, continued

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, CSX maintained, in all material respects, effective internal control over financial reporting as of December 26, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2014 consolidated financial statements of CSX and our report dated February 11, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Certified Public Accountants

Jacksonville, Florida
February 11, 20157, 2018
 

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CSX CORPORATION
PART II


Changes in Internal Control over Financial Reporting

There were no material changes in the Company’s internal control over financial reporting.

Item 9B.  Other Information
None
None
PART III

Item 10.  Directors, Executive Officers of the Registrant and Corporate Governance
In accordance with Instruction G(3) of Form 10-K, the information required by this item is incorporated herein by reference to the Proxy Statement.  The Proxy Statement will be filed not later than April 25, 201530, 2018 with respect to its 20152018 annual meeting of shareholders, except for the information regarding the executive officers of the Company.  Information regarding executive officers is included in Part I of this report under the caption "Executive Officers of the Registrant."
 
Item 11.  Executive Compensation

In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).
  
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).
 
Item 13.  Certain Relationships and Related Transactions, and Director Independence
In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).
 
Item 14.  Principal Accounting Fees and Services
In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).

Item 15.  Exhibits, Financial Statement Schedules

(a)(1) Financial Statements
See Index to Consolidated Financial Statements on page
 
(2) Financial Statement Schedules
The information required by Schedule II, Valuation and Qualifying Accounts, is included in Note 5 to the Consolidated Financial Statements, Casualty, Environmental and Other Reserves. All other financial statement schedules are not applicable.

107


CSX CORPORATION
PART IV

(3) Exhibits
The documents listed below are being filed or have previously been filed on behalf of CSX and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not previously filed are filed herewith.

Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant's long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant's total assets, have been omitted and will be furnished to the Commission upon request.


CSX CORPORATION
PART IV

Exhibit designationNature of exhibit
Previously filed
as exhibit to
2.1
September 2, 2004,
Exhibit 2.1, Form 8-K
3.1*3.1
October 9, 2015,
Exhibit 3.1, Form 8-K
3.2

September 25, 2008,July 11, 2017,
Exhibit 3.2,3.1, Form 8-K

Instruments Defining the Rights of Security Holders, Including Debentures:
4.1(a)(P)Indenture, dated August 1, 1990, between the Registrant and The Chase Manhattan Bank, as Trustee
September 7, 1990,
Form SE
4.1(b)(P)First Supplemental Indenture, dated as of June 15, 1991, between the Registrant and The Chase Manhattan Bank, as Trustee
May 28, 1992,
Exhibit 4(c), Form SE
4.1(c)
June 5, 1997,
Exhibit 4.3, Form S-4 (Registration
(Registration No. 333-28523)

4.1(d)
May 12, 1998,
Exhibit 4.2, Form 8-K

4.1(e)
November 7, 2001,
Exhibit 4.1, Form 10-Q

4.1(f)
October 27, 2003,
Exhibit 4.1, Form 8-K

4.1(g)
November  3, 2004,
Exhibit 4.1, Form 10-Q

4.1(h)
April 26, 2007,
Exhibit 4.4, Form 8-K


108


CSX CORPORATION
PART IV

Exhibit designationNature of exhibit
Previously filed
as exhibit to
4.1(i)
April 19, 2010,
Exhibit 4.1, Form 10-Q

Material Contracts:
10.2*10.1**
February 22, 2008,
Exhibit 10.2, Form 10-K

10.3*10.2**
February 22, 2008,
Exhibit 10.3, Form 10-K

10.4*10.3**
March 4, 1994,
Exhibit 10.4, Form 10-K
10.5*10.4**
10.6**Railroad Retirement Benefits Agreement with Michael J. Ward
February 26, 2003, March 4, 1994,
Exhibit 10.13,10.5, Form 10-K

10.12*10.5**
March 4, 2002,
Exhibit 10.23, Form 10-K


CSX CORPORATION
PART IV


109


CSX CORPORATION
PART IV

Exhibit designationNature of exhibit10.11
Previously filed
as exhibit to
10.19Amendment No. 3, dated as of August 1, 2000, to the Transaction Agreement by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation, and CRR Holdings, LLC.
March 1, 2001,
Exhibit 10.34, Form 10-K

10.2010.12
August 6, 2004,
Exhibit 99.1, Form 8-K

10.2110.13
September 2, 2004,
Exhibit 10.1, Form 8-K

10.2210.14
June 11, 1999,
Exhibit 10.6, Form 8-K,
10.2310.15
June 11, 1999,
Exhibit 10.4, Form 8-K

10.2410.16
June 11, 1999,
Exhibit 10.5, Form 8-K

10.2510.17
June 11, 1999,
Exhibit 10.7, Form 8-K


CSX CORPORATION
PART IV

10.26
Exhibit designationNature of exhibit
Previously filed
as exhibit to
10.18
September 2, 2004,
Exhibit 10.2, Form 8-K

10.27*10.19

May 28, 2015,
Exhibit 10.1, Form 8-K
10.20**
February 13, 2015,
Exhibit 10.1, Form 8-K
10.21**
May 7, 2010,
Exhibit 10.1, Form 8-K
10.22**
February 16, 2016,
Exhibit 10.1, Form 8-K
10.23**
February 16, 2016,
Exhibit 10.2, Form 8-K
10.24**
February 16, 2016,
Exhibit 10.3, Form 8-K
10.25**
February 10, 2012, 16, 2016,
Exhibit 10.5, Form 8-K
10.26**
October 12, 2016,
Exhibit 10.1, Form 10-Q
10.27**
February 27, 2017
Exhibit 10.1, Form 8-K

10.28**Restricted Stock Award Agreement with Michael J. Ward
February 12, 2014, 27, 2017
Exhibit 10.28,10.4, Form 10-K8-K
10.29**Restricted Stock Award
February 12, 2014, 27, 2017
Exhibit 10.29,10.2, Form 10-K8-K
10.30**Restricted Stock Award
February 12, 2014, 27, 2017
Exhibit 10.30,10.3, Form 10-K8-K
10.31Revolving Credit
October 4, 2011, March 7, 2017
Exhibit 10.1, Form 8-K
10.32
April 3, 2017
Exhibit 10.1, Form 8-K
10.33**
April 20, 2017
Exhibit 10.09, Form 10-Q
10.34**
April 20, 2017
Exhibit 10.08, Form 10-Q
10.35**
April 20, 2017
Exhibit 10.07, Form 10-Q
10.36**
June 16, 2017
Exhibit 10.1, Form 8-K
10.37**
November 15, 2017
Exhibit 10.1, Form 8-K

110


CSX CORPORATION
PART IV

Exhibit designationNature of exhibit
Previously filed
as exhibit to
10.32*10.38**Long-term Incentive Plan,
November 15, 2017
Exhibit 10.2, Form 8-K
10.39**

November 15, 2017
Exhibit 10.3, Form 8-K
10.40**
May 11, 2012, January 12, 2018
Exhibit 10.1, Form 8-K

10.33**Long-term Incentive Plan, dated May 7, 201310.41* **
10.42* **

10.34**Long-term Incentive Plan, dated May 6, 2014May 8, 2014, Exhibit 10.1, Form 8-K
10.35*10.43 * **CSX Stock and Incentive Award PlanMay 7, 2010, Exhibit 10.1, Form 8-K
Officer certifications:
31* 
32*
99*Annual CEO Certification pursuant to NYSE Rule 303A.12(a) 
Interactive data files:
101*The following financial information from CSX Corporation’s Annual Report on Form 10-K for the year ended December 26, 201431, 2017 filed with the SEC on February 11, 2015,7, 2018, formatted in XBRL includes: (i) Consolidated Income Statements for the fiscal periods ended December 26, 2014,31, 2017, December 27, 201330, 2016, and December 28, 2012,25, 2015, (ii) Consolidated Comprehensive Income Statements for the fiscal periods ended December 26, 2014,1, 2017, December 27, 201330, 2016 and December 28, 2012,25, 2015, (iii) Consolidated Balance Sheets at December 26, 201431, 2017, December 30, 2016 and December 27, 2013,25, 2015, (iv) Consolidated Cash Flow Statements for the fiscal periods ended December 26, 2014,31, 2017, December 27, 201330, 2016 and December 28, 2012,25, 2015, and (v) the Notes to Consolidated Financial Statements. 
Other exhibits:
21* 
23* 
24* 
   
  * Filed herewith
 ** Management Contract or Compensatory Plan or Arrangement
 (P) This Exhibit has been paper filed and is not subject to Item 601 of Reg S-K for hyperlinks.
Note: Items not filed herewith have been submitted in previous SEC filings.




111


SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CSX CORPORATION
(Registrant)

By:   /s/ CAROLYN T. SIZEMOREANDREW L. GLASSMAN
Carolyn T. SizemoreAndrew L. Glassman
Vice President and Controller
(Principal Accounting Officer)
 
Dated: February 11, 20157, 2018
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 11, 20157, 2018.



Signature Title
  Chairman of the Board, President, Chief
/s/ MICHAEL J. WARDJAMES M. FOOTE Chief Executive Officer and Director
Michael J. Ward James M. Foote (Principal Executive Officer)
   
/s/ FREDRIK J. ELIASSONFRANK A. LONEGRO Executive Vice President and Chief Financial
Fredrik J. Eliasson Frank A. Lonegro Officer (Principal Financial Officer)
   
/s/ CAROLYN T. SIZEMOREANDREW L. GLASSMAN Vice President and Controller
Carolyn T. Sizemore Andrew L. Glassman (Principal Accounting Officer)
   
/s/ ELLEN M. FITZSIMMONSNATHAN D. GOLDMAN Executive Vice President of Law and Public Affairs, General Counsel andChief Legal Officer, Corporate Secretary
Ellen M. Fitzsimmons Nathan D. Goldman *Attorney-in-Fact
   


112


SIGNATURES


Signature Title
   
* 
Chairman of the Board and Director
Donna M. Alvarado

 
*Director
John B. Breaux
*Director
Pamela L. Carter
*Director
Steven T. Halverson
*Director
Edward J. Kelly, III  
   
* Director
Gilbert H. Lamphere Donna M. Alvarado  
   
* Director
 John B. Breaux
*Director
 Pamela L. Carter
*Director
 James M. Foote
*Director
 Steven T. Halverson
*Director
 Paul C. Hilal
*Director
John D. McPherson  
   
* Director
Timothy T. O'Toole David M. Moffett  
   
* Director
David M. Ratcliffe Dennis H. Reilley  
   
* Director
Donald J. Shepard Linda H. Riefler  
   
* Director
J. Steven Whisler  
*Director
 John J. Zillmer

113CSX 2017 Form 10-K p. 125