Share-Based Compensation

3 Months Ended

Mar. 28, 2014

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



	First Quarters
(Dollars in millions)	2014			2013

Share-Based Compensation (Expense) / Benefit ^(a)	$	(5	)	$	3
Income Tax Benefit / (Expense)	2			(1		)

(a) Share-based compensation was a benefit in first quarter 2013 driven by a reduction in the expected payouts on long-term incentive compensation.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References+ Details