(Slip Opinion) OCTOBER TERM, 2017 1 

Syllabus 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is

being done in connection with this case, at the time the opinion is issued.

The syllabus constitutes no part of the opinion of the Court but has been

prepared by the Reporter of Decisions for the convenience of the reader. 

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 

SUPREME COURT OF THE UNITED STATES 

Syllabus 

WISCONSIN CENTRAL LTD. ET AL. v. UNITED STATES 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE SEVENTH CIRCUIT 

No. 17–530. Argued April 16, 2018—Decided June 21, 2018 

As the Great Depression took its toll, struggling railroad pension funds 

reached the brink of insolvency. During that time before the rise of 

the modern interstate highway system, privately owned railroads 

employed large numbers of Americans and provided services vital to 

the nation’s commerce. To address the emergency, Congress adopted

the Railroad Retirement Tax Act of 1937. That legislation federalized private railroad pension plans and it remains in force even today. Under the law’s terms, private railroads and their employees 

pay a tax based on employees’ incomes. In return, the federal government provides employees a pension often more generous than the 

social security system supplies employees in other industries.

This case arises from a peculiar feature of the statute and its history. At the time of the Act’s adoption, railroads compensated employees not just with money but also with food, lodging, railroad tickets,

and the like. Because railroads typically didn’t count these in-kind 

benefits when calculating an employee’s pension on retirement, neither did Congress in its new statutory pension scheme. Nor did Congress seek to tax these in-kind benefits. Instead, it limited its levies 

to employee “compensation,” and defined that term to capture only

“any form of money remuneration.” 

It’s this limitation that poses today’s question. To encourage employee performance and to align employee and corporate goals, some

railroads have (like employers in many fields) adopted employee 

stock option plans. The government argues that these stock options 

qualify as a form of “compensation” subject to taxation under the Act. 

In its view, stock options can easily be converted into money and so 

qualify as “money remuneration.” The railroads and their employees 

reply that stock options aren’t “money remuneration” and remind the 
 

 

 

 

2 WISCONSIN CENTRAL LTD. v. UNITED STATES 

Syllabus 

Court that when Congress passed the Act it sought to mimic existing

industry pension practices that generally took no notice of in-kind

benefits. Who has the better of it? 

Held: Employee stock options are not taxable “compensation” under the 

Railroad Retirement Tax Act because they are not “money remuneration.” 

When Congress adopted the Act in 1937, “money” was understood 

as currency “issued by [a] recognized authority as a medium of exchange.” Pretty obviously, stock options do not fall within that definition. While stock can be bought or sold for money, it isn’t usually 

considered a medium of exchange. Few people value goods and services in terms of stock, or buy groceries and pay rent with stock. 

Adding the word “remuneration” also does not alter the meaning of 

the phrase. When the statute speaks of taxing “any form of money 

remuneration,” it indicates Congress wanted to tax monetary compensation in any of the many forms an employer might choose. It 

does not prove that Congress wanted to tax things, like stock, that

are not money at all.

The broader statutory context points to this conclusion. For example, the 1939 Internal Revenue Code, adopted just two years later,

also treated “money” and “stock” as different things. See, e.g., §27(d).

And a companion statute enacted by the same Congress, the Federal

Insurance Contributions Act, taxes “all remuneration,” including 

benefits “paid in any medium other than cash.” §3121(a). The Congress that enacted both of these pension schemes knew well the difference between “money” and “all” forms of remuneration and its 

choice to use the narrower term in the context of railroad pensions 

alone requires respect, not disregard. 

Even the IRS (then the Bureau of Internal Revenue) seems to have 

understood all this back in 1938. Shortly after the Railroad Retirement Tax Act’s enactment, the IRS issued a regulation explaining

that the Act taxes “all remuneration in money, or in something which 

may be used in lieu of money (scrip and merchandise orders, for example).” The regulation said the Act covered things like “[s]alaries,

wages, commissions, fees, [and] bonuses.” But the regulation nowhere suggested that stock was taxable. 

In light of these textual and structural clues and others, the Court 

thinks it’s clear enough that the term “money” unambiguously excludes “stock.” Pp. 2–8. 

856 F. 3d 490, reversed and remanded. 

GORSUCH, J., delivered the opinion of the Court, in which ROBERTS, 

C. J., and KENNEDY, THOMAS, and ALITO, JJ., joined. BREYER, J., filed a 

dissenting opinion, in which GINSBURG, SOTOMAYOR, and KAGAN, JJ., 

joined. 
 

 

_________________ 

_________________ 

 

Cite as: 585 U. S. ____ (2018) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Washington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press. 

SUPREME COURT OF THE UNITED STATES 

No. 17–530 

WISCONSIN CENTRAL LTD., ET AL., PETITIONERS v. 

UNITED STATES 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE SEVENTH CIRCUIT 

[June 21, 2018] 

JUSTICE GORSUCH delivered the opinion of the Court. 

As the Great Depression took its toll, struggling railroad pension funds reached the brink of insolvency. During that time before the modern interstate highway system, privately owned railroads employed large numbers of 

Americans and provided services vital to the nation’s 

commerce. To address the emergency, Congress adopted 

the Railroad Retirement Tax Act of 1937. That legislation

federalized private railroad pension plans and it remains 

in force today. Under the law’s terms, private railroads 

and their employees pay a tax based on employees’ incomes. 26 U. S. C. §§3201(a)–(b), 3221(a)–(b). In return, 

the federal government provides employees a pension 

often more generous than the social security system supplies employees in other industries. See Hisquierdo v. 

Hisquierdo, 439 U. S. 572, 573–575 (1979). 

Our case arises from a peculiar feature of the statute 

and its history. At the time of the Act’s adoption, railroads 

compensated employees not just with money but also with

food, lodging, railroad tickets, and the like. Because railroads typically didn’t count these in-kind benefits when 
 

2 WISCONSIN CENTRAL LTD. v. UNITED STATES 

Opinion of the Court 

calculating an employee’s pension on retirement, neither 

did Congress in its new statutory pension scheme. Nor did 

Congress seek to tax these in-kind benefits. Instead, it 

limited itself to taxing employee “compensation,” and 

defined that term to capture only “any form of money 

remuneration.” §3231(e)(1). 

It’s this limitation that poses today’s question. To encourage employee performance and align employee and 

corporate goals, some railroads (like employers in many 

fields) have adopted employee stock option plans. Typical

of many, the plan before us permits an employee to exercise stock options in various ways—purchasing stock with

her own money and holding it as an investment; purchasing stock but immediately selling a portion to finance the 

purchase; or purchasing stock at the option price, selling it 

all immediately at the market price, and taking the profits. App. 41–42. The government argues that stock options like these qualify as a form of taxable “money remuneration” under the Act because stock can be easily 

converted into money. The railroads reply that stock 

options aren’t “money” at all and remind us that when 

Congress passed the Act it sought to mimic existing industry pension practices that generally took no notice of 

in-kind benefits. Who has the better of it? Courts 

have divided on the answer, so we agreed to take up the

question.

We start with the key statutory term: “money remuneration.” As usual, our job is to interpret the words consistent with their “ordinary meaning . . . at the time Congress enacted the statute.” Perrin v. United States, 444 

U. S. 37, 42 (1979). And when Congress adopted the Act 

in 1937, “money” was ordinarily understood to mean currency “issued by [a] recognized authority as a medium of

exchange.” Webster’s New International Dictionary 1583 

(2d ed. 1942); see also 6 Oxford English Dictionary 603 

(1st ed. 1933) (“In mod[ern] use commonly applied indif-
 

Cite as: 585 U. S. ____ (2018) 3 

Opinion of the Court 

ferently to coin and to such promissory documents representing coin (esp. government and bank notes) as are 

currently accepted as a medium of exchange”); Black’s 

Law Dictionary 1200 (3d ed. 1933) (in its “popular sense,

‘money’ means any currency, tokens, bank-notes, or other 

circulating medium in general use as the representative of 

value”); Railway Express Agency, Inc. v. Virginia, 347 

U. S. 359, 365 (1954) (“[M]oney . . . is a medium of exchange”). Pretty obviously, stock options do not fall within 

that definition. While stock can be bought or sold for 

money, few of us buy groceries or pay rent or value goods 

and services in terms of stock. When was the last time 

you heard a friend say his new car cost “2,450 shares of 

Microsoft”? Good luck, too, trying to convince the IRS to 

treat your stock options as a medium of exchange at tax 

time. See Rev. Rul. 76–350, 1976–2 Cum. Bull. 396; see 

also, e.g., In re Boyle’s Estate, 2 Cal. App. 2d 234, 236 

(1934) (“[T]he word ‘money’ when taken in its ordinary

and grammatical sense does not include corporate stocks”); 

Helvering v. Credit Alliance Corp., 316 U. S. 107, 112 

(1942) (distinguishing between “money and . . . stock”).

Nor does adding the word “remuneration” alter the 

calculus. Of course, “remuneration” can encompass any

kind of reward or compensation, not just money. 8 Oxford 

English Dictionary 439. But in the sentence before us, the 

adjective “money” modifies the noun “remuneration.” So 

“money” limits the kinds of remuneration that will qualify

for taxation; “remuneration” doesn’t expand what counts 

as money. When the statute speaks of taxing “any form of

money remuneration,” then, it indicates Congress wanted

to tax monetary compensation in any of the many forms

an employer might choose—coins, paper currency, checks,

wire transfers, and the like. It does not prove Congress

wanted to tax things, like stock, that aren’t money at all.

The broader statutory context points to the same conclusion the immediate text suggests. The 1939 Internal 
 

4 WISCONSIN CENTRAL LTD. v. UNITED STATES 

Opinion of the Court 

Revenue Code, part of the same title as our statute and

adopted just two years later, expressly treated “money”

and “stock” as different things. Consider a few examples.

The Code described “stock of the corporation” as “property 

other than money.” §27(d). It explained that a corporate

distribution is taxable when distributed “either (A) in [the

company’s] stock . . . or (B) in money.” §115(f)(2). And it 

discussed transfers of “money in addition to . . . stock or

securities.” §372(b). While ultimately ruling for the government, even the Court of Appeals in this case conceded 

that the 1939 Code “treat[ed] ‘money’ and ‘stock’ as different concepts.” 856 F. 3d 490, 492 (CA7 2017).

That’s not all. The same Congress that enacted the

Railroad Retirement Tax Act enacted a companion statute,

the Federal Insurance Contributions Act (FICA), to fund

social security pensions for employees in other industries. 

And while the Railroad Retirement Tax Act taxes only

“money remuneration,” FICA taxes “all remuneration”— 

including benefits “paid in any medium other than cash.” 

§3121(a) (emphasis added). We usually “presume differences in language like this convey differences in meaning.” 

Henson v. Santander Consumer USA Inc., 582 U. S. ___, 

___ (2017) (slip op., at 6). And that presumption must

bear particular strength when the same Congress passed

both statutes to handle much the same task. See INS v. 

Cardoza-Fonseca, 480 U. S. 421, 432 (1987). The Congress

that enacted both of these pension schemes knew well the

difference between “money” and “all” forms of remuneration. Its choice to use the narrower term in the context of 

railroad pensions alone requires respect, not disregard.

Even the IRS (then the Bureau of Internal Revenue)

seems to have understood all this back in 1938. Shortly

after the Railroad Retirement Tax Act’s enactment, the 

IRS issued a regulation explaining that the Act taxes “all 

remuneration in money, or in something which may be

used in lieu of money.” 26 CFR §410.5 (1938). By way of 
Cite as: 585 U. S. ____ (2018) 5 

Opinion of the Court 

example, the regulation said the Act taxed things like

“[s]alaries, wages, commissions, fees, [and] bonuses.” 

§410.6(a). But it nowhere suggested that stock was taxable. Nor was the possibility lost on the IRS. The IRS said 

the Act did tax money payments related to stock— 

“[p]ayments made by an employer into a stock bonus . . . 

fund.” §410.6(f). But the agency did not seek to extend

the same treatment to stock itself. So even assuming the

validity of the regulation, it seems only to confirm our 

understanding.

To be sure, the regulation also lists “scrip and merchandise orders” as examples of qualifying mediums of exchange. §410.5. For argument’s sake, too, we will accept

that the word “scrip” can sometimes embrace stock. But 

even if “scrip” is capable of bearing this meaning, at the

time the IRS promulgated the regulation in 1938 that was

not its ordinary meaning. As even the government

acknowledged before the Court of Appeals, “scrip” ordinarily meant “company-issued certificates” that employees 

could use in lieu of cash “to purchase merchandise at a

company store.” Brief for United States in Nos. 16–3300 

etc. (CA7 2017), p. 37. This understanding fits perfectly as 

well with the whole phrase in which the term appears;

both “scrip and merchandise orders” were frequently used 

at the time to purchase goods at company stores. See, e.g., 

Webster’s New International Dictionary 2249 (defining

“scrip” as a “certificate . . . issued to circulate in lieu of 

government currency” or “by a corporation that pays wages partly in orders on a company store”); Keokee Consol. 

Coke Co. v. Taylor, 234 U. S. 224, 226 (1914) (company

gave its employees “scrip . . . as an advance of monthly 

wages in payment for labor performed” that could be used 

to purchase merchandise at the company store); Gatch,

Local Money in the United States During the Great Depression, 26 Essays in Economic & Bus. History 47–48

(2008). 
 

 

6 WISCONSIN CENTRAL LTD. v. UNITED STATES 

Opinion of the Court 

What does the government have to say about all this? It 

concedes that money remuneration often means remuneration in a commonly used medium of exchange. But, it 

submits, the term can carry a much more expansive meaning too. At least sometimes, the government says, “money”

means any “property or possessions of any kind viewed 

as convertible into money or having value expressible in

terms of money.” 6 Oxford English Dictionary 603. The 

dissent takes the same view. See post, at 3 (opinion of 

BREYER, J.). But while the term “money” sometimes might 

be used in this much more expansive sense, that isn’t how 

the term was ordinarily used at the time of the Act’s adoption (or is even today). Baseball cards, vinyl records, snow 

globes, and fidget spinners all have “value expressible in

terms of money.” Even that “priceless” Picasso has a 

price. Really, almost anything can be reduced to a “value 

expressible in terms of money.” But in ordinary usage 

does “money” mean almost everything? 

The government and the dissent supply no persuasive

proof that Congress sought to invoke their idiosyncratic

definition. If Congress really thought everything is money, 

why did it take such pains to differentiate between

money and stock in the Internal Revenue Code of 1939? 

Why did it so carefully distinguish “money remuneration”

in the Act and “all remuneration” in FICA? Why did

it include the word “money” to qualify “remuneration” if 

all remuneration counts as money? And wouldn’t the 

everything-is-money interpretation encompass railroad

tickets, food, and lodging—exactly the sort of in-kind 

benefits we know the Act was written to exclude? These 

questions they cannot answer. 

To be sure, the government and dissent do seek to offer 

a different structural argument of their own. They point 

to certain of the Act’s tax exemptions, most notably the 

exemption for qualified stock options. See 26 U. S. C. 

§3231(e)(12); post, at 6 (BREYER, J., dissenting). Because 
 

 

Cite as: 585 U. S. ____ (2018) 7 

Opinion of the Court 

the Act excludes qualified stock options from taxation, the 

argument goes, to avoid superfluity it must include other 

sorts of stock options like the nonqualified stock options 

the railroads issued here. The problem, though, is that 

the exemption covers “any remuneration on account of ” 

qualified stock options. §3231(e)(12) (emphasis added).

And, as the government concedes, companies sometimes

include money payments when qualified stock options are

exercised (often to compensate for fractional shares due an

employee). Brief for United States 30. As a result, the 

exemption does work under anyone’s reading. 

The government replies that Congress would not have

bothered to write an exemption that does only this modest 

work. To have been worth the candle, Congress must have

assumed that stock options would qualify as money remuneration without a specific exemption. But we will not 

join this guessing game. It is not our function “to rewrite 

a constitutionally valid statutory text under the banner of

speculation about what Congress might have” intended. 

Henson, 582 U. S., at ___ (slip op., at 9). Besides, even if 

the railroads’ interpretation of the statute threatens to

leave one of many exemptions with little to do, that’s 

hardly a reason to abandon it, for the government’s and 

dissent’s alternative promises a graver surplusage problem of its own. As it did in 1939, the Internal Revenue 

Code today repeatedly distinguishes between “stock” and

“money.” See, e.g., §306(c)(2) (referring to a situation 

where “money had been distributed in lieu of . . . stock”).

All these distinctions the government and dissent would 

simply obliterate. 

Reaching further afield, the government and dissent

point to a 1938 agency interpretation of another companion statute, the Railroad Retirement Act of 1937. See post, 

at 8–9 (BREYER, J., dissenting). Here, the Railroad Retirement Board suggested that the term “money remuneration” in the Railroad Retirement Act could sometimes 
 

8 WISCONSIN CENTRAL LTD. v. UNITED STATES 

Opinion of the Court 

include in-kind benefits. Again we may assume the validity of the regulation because, even taken on its own terms, 

it only ends up confirming our interpretation. The Board 

indicated that in-kind benefits could count as money 

remuneration only if the employer and employee agreed to

this treatment and to the dollar value of the benefit. 20 

CFR §222.2 (1938). That same year, the Board made clear 

that stock was treated just like any other in-kind benefit

under this rule: “stock cannot be considered as a ‘form of 

money remuneration earned by an individual for services 

rendered’” unless part of an employee’s “agreed compensation” and awarded “at a definite agreed value.” Railroad 

Retirement Bd. Gen. Counsel Memorandum No. L–38– 

440, pp. 1–2 (1938). Later, the Board provided fuller 

explanation for its longstanding view, stating that these 

conditions are necessary because, unlike FICA, the Act 

does not cover “‘remuneration . . . paid in any medium.’” 

Railroad Retirement Bd. Gen. Counsel Memorandum 

No. L–1986–82, p. 6 (1986). For decades, then, the Board 

has taken the view that nonmonetary remuneration is

“not . . . included in compensation under the [Act] unless 

the employer and employee first agree to [its] dollar value 

. . . and then agree that this dollar value shall be part of 

the employee’s compensation package.” Ibid. None of 

these preconditions would be needed, of course, if the Act 

automatically taxed in-kind benefits as the government

and dissent insist. 

Finally, the government seeks Chevron deference for a 

more recent IRS interpretation treating “compensation” 

under the Act as having “the same meaning as the term 

wages in” FICA “except as specifically limited by the 

Railroad Retirement Tax Act.” 26 CFR §31.3231(e)–1 

(2017). But in light of all the textual and structural clues 

before us, we think it’s clear enough that the term “money” 

excludes “stock,” leaving no ambiguity for the agency 

to fill. See Chevron U. S. A. Inc. v. Natural Resources 
 

Cite as: 585 U. S. ____ (2018) 9 

Opinion of the Court 

Defense Council, Inc., 467 U. S. 837, 843, n. 9 (1984). Nor 

does the regulation help the government even on its own 

terms. FICA’s definition of wages—“all remuneration”—is 

“specifically limited by the Railroad Retirement Tax Act,”

which applies only to “money remuneration.” So in the 

end all the regulation winds up saying is that everyone 

should look carefully at the relevant statutory texts. We 

agree, and that is what we have done. 

The Court of Appeals in this case tried a different tack 

still, if over a dissent. The majority all but admitted that

stock isn’t money, but suggested it would make “good

practical sense” for our statute to cover stock as well as 

money. 856 F. 3d, at 492. Meanwhile, Judge Manion

dissented, countering that it’s a judge’s job only to apply,

not revise or update, the terms of statutes. See id., at 493. 

The Eighth Circuit made much the same point when it

addressed the question. See Union Pacific R. Co. v. United 

States, 865 F. 3d 1045, 1048–1049 (2017). Judge Manion and the Eighth Circuit were right. Written laws are 

meant to be understood and lived by. If a fog of uncertainty 

surrounded them, if their meaning could shift with the 

latest judicial whim, the point of reducing them to writing

would be lost. That is why it’s a “fundamental canon of 

statutory construction” that words generally should be

“interpreted as taking their ordinary, contemporary, common meaning . . . at the time Congress enacted the statute.” Perrin, 444 U. S., at 42. Congress alone has the 

institutional competence, democratic legitimacy, and 

(most importantly) constitutional authority to revise 

statutes in light of new social problems and preferences. 

Until it exercises that power, the people may rely on the 

original meaning of the written law.

This hardly leaves us, as the dissent worries, “trapped

in a monetary time warp, forever limited to those forms of 

money commonly used in the 1930’s.” Post, at 3 (opinion

of BREYER, J.). While every statute’s meaning is fixed at 
 

10 WISCONSIN CENTRAL LTD. v. UNITED STATES 

Opinion of the Court 

the time of enactment, new applications may arise in light 

of changes in the world. So “money,” as used in this statute, must always mean a “medium of exchange.” But 

what qualifies as a “medium of exchange” may depend on

the facts of the day. Take electronic transfers of 

paychecks. Maybe they weren’t common in 1937, but we 

do not doubt they would qualify today as “money remuneration” under the statute’s original public meaning. The 

problem with the government’s and the dissent’s position

today is not that stock and stock options weren’t common

in 1937, but that they were not then—and are not now—

recognized as mediums of exchange. 

The judgment of the Seventh Circuit is reversed, and

the case is remanded for further proceedings consistent

with this opinion. 

It is so ordered. 
_________________ 

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Cite as: 585 U. S. ____ (2018) 1 

BREYER, J., dissenting 

SUPREME COURT OF THE UNITED STATES 

No. 17–530 

WISCONSIN CENTRAL LTD., ET AL., PETITIONERS v. 

UNITED STATES 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE SEVENTH CIRCUIT 

[June 21, 2018] 

JUSTICE BREYER, with whom JUSTICE GINSBURG, 

JUSTICE SOTOMAYOR, and JUSTICE KAGAN join, dissenting. 

The case before us concerns taxable “compensation” 

under the Railroad Retirement Tax Act. The statute 

defines the statutory word “compensation” as including 

“any form of money remuneration paid to an individual for 

services rendered.” 26 U. S. C. §3231(e)(1). Does that 

phrase include stock options paid to railroad employees 

“for services rendered”? Ibid. In my view, the language 

itself is ambiguous but other traditional tools of statutory

interpretation point to the answer, “yes.” Consequently,

the Government’s interpretation of the language—which it 

has followed consistently since the inception of the statute—is lawful. I therefore dissent. 

I 

A stock option consists of a right to buy a specified 

amount of stock at a specific price. If that price is lower 

than the current market price of the stock, a holder of the

option can exercise the option, buy the stock at the option

price, and keep the stock, or he can buy the stock, sell it at 

the higher market price, and pocket the difference. Companies often compensate their employees in part by paying 

them with stock options, hoping that by doing so they will 

provide an incentive for their employees to work harder to 
 

2 WISCONSIN CENTRAL LTD. v. UNITED STATES 

BREYER, J., dissenting 

increase the value of the company. 

Employees at petitioners’ companies who receive and 

exercise a stock option may keep the stock they buy as 

long as they wish. But they also have another choice

called the “cashless exercise” method. App. 42. That 

method permits an employee to check a box on a form, 

thereby asking the company’s financial agents to buy the

stock (at the option price) and then immediately sell the

stock (at the higher market price) with the proceeds deposited into the employee’s bank account—just like a deposited 

paycheck. Ibid. About half (around 49%) of petitioners’ 

employees used this method (or a variation of it) during 

the relevant time period. Separate App. of PlaintiffsAppellants in No. 16–3300 (CA7), p. 45. The Solicitor 

General tells us that many more employees at other railroads also use this “cashless exercise” method—93% in the 

case of CSX, 90% to 95% in the case of BNSF. Brief for 

United States 20 (citing CSX Corp. v. United States, 2017 

WL 2800181, *2 (MD Fla., May 2, 2017), and BNSF R. Co. 

v. United States, 775 F. 3d 743, 747 (CA5 2015)). 

II 

A 

Does a stock option received by an employee (along with, 

say, a paycheck) count as a “form”—some form, “any 

form”—of “money remuneration?” The railroads, as the 

majority notes, believe they can find the answer to this 

question by engaging in (and winning) a war of 1930’s 

dictionaries. I am less sanguine. True, some of those 

dictionaries say that “money” primarily refers to currency

or promissory documents used as “a medium of exchange.” 

See ante, at 2–3. But even this definition has its ambiguities. A railroad employee cannot use her paycheck as a 

“medium of exchange.” She cannot hand it over to a cashier at the grocery store; she must first deposit it. The 

same is true of stock, which must be converted into cash 
 

Cite as: 585 U. S. ____ (2018) 3 

BREYER, J., dissenting 

and deposited in the employee’s account before she can

enjoy its monetary value. Moreover, what we view as 

money has changed over time. Cowrie shells once were 

such a medium but no longer are, see J. Weatherford, The

History of Money 24 (1997); our currency originally included

gold coins and bullion, but, after 1934, gold could not be

used as a medium of exchange, see Gold Reserve Act of

1934, ch. 6, §2, 48 Stat. 337; perhaps one day employees

will be paid in Bitcoin or some other type of cryptocurrency,

see F. Martin, Money: The Unauthorized Biography—

From Coinage to Cryptocurrencies 275–278 (1st Vintage

Books ed. 2015). Nothing in the statute suggests the 

meaning of this provision should be trapped in a monetary 

time warp, forever limited to those forms of money commonly used in the 1930’s. 

Regardless, the formal “medium of exchange” definition

is not the only dictionary definition of “money,” now or 

then. The Oxford English Dictionary, for example, included

in its definition “property or possessions of any kind

viewed as convertible into money,” 6 Oxford English Dictionary 603 (1st ed. 1933); Black’s Law Dictionary said 

that money was the representative of “everything that can 

be transferred in commerce,” Black’s Law Dictionary 1200

(3d ed. 1933); and the New Century Dictionary defined 

money as “property considered with reference to its pecuniary value,” 1 New Century Dictionary of the English 

Language 1083 (1933). Although the majority brushes

these definitions aside as contrary to the term’s “ordinary

usage,” ante, at 6, a broader understanding of money is 

perfectly intuitive—particularly in the context of compensation. Indeed, many of the country’s top executives are

compensated in both cash and stock or stock options. 

Often, as is the case with the president of petitioners’ 

parent company, executives’ stock-based compensation far 

exceeds their cash salary. Brief for United States 6–7. 

But if you were to ask (on, say, a mortgage application) 
 

4 WISCONSIN CENTRAL LTD. v. UNITED STATES 

BREYER, J., dissenting 

how much money one of those executives made last year, it 

would make no sense to leave the stock and stock options 

out of the calculation. 

So, where does this duel of definitions lead us? Some 

seem too narrow; some seem too broad; some seem indeterminate. The result is ambiguity. Were it up to me to

choose based only on what I have discussed so far, I would 

say that a stock option is a “form of money remuneration.”

Why? Because for many employees it almost immediately 

takes the form of an increased bank balance, because it 

strongly resembles a paycheck in this respect, and because

the statute refers to “any form” of money remuneration. A 

paycheck is not money, but it is a means of remunerating 

employees monetarily. The same can be said of stock 

options. 

B 

Fortunately, we have yet more tools in our interpretive

arsenal, namely, all the “traditional tools of statutory

construction.” INS v. Cardoza-Fonseca, 480 U. S. 421, 446 

(1987). Let us look to purpose. What could Congress’ 

purpose have been when it used the word “money”? The 

most obvious purpose would be to exclude certain in-kind 

benefits that are nonmonetary—either because they are

nontransferrable or otherwise difficult to value. When 

Congress enacted the statute, it was common for railroad

workers to receive free transportation for life. Taxation of 

Interstate Carriers and Employees: Hearings on H. R.

8652 before the House Committee on Ways and Means, 

74th Cong., 1st Sess., 6 (1935). Unlike stock options, it

would have been difficult to value this benefit. And even 

very broad definitions of “money” would seem to exclude it. 

E.g., 6 Oxford English Dictionary, at 603. 

Another interpretive tool, the statute’s history, tends to

confirm this view of the statutory purpose (and further

supports inclusion of stock options for that reason). An 
Cite as: 585 U. S. ____ (2018) 5 

BREYER, J., dissenting 

earlier version of the Act explicitly excluded from taxation

any “free transportation,” along with such in-kind benefits

as “board, rents, housing, [and] lodging” provided that 

their value was less than $10 per month (about $185 per

month today). S. 2862, 74th Cong., 1st Sess., §1(e), p. 3 

(1935). In other words, they were incidental benefits that 

were particularly difficult to value. Congress later

dropped these specific provisions from the bill on the

ground that they were “superfluous.” S. Rep. No. 697, 

75th Cong., 1st Sess., 8 (1937). 

Excluding stock options from taxation under the statute

would not further this basic purpose and would be inconsistent with this aspect of the statute’s history, for stock 

options are financial instruments. They can readily be

bought and sold, they are not benefits in kind (i.e., they

have no value to employees other than their financial 

value), and—compared to, say, meals or spontaneous train 

trips—they are not particularly difficult to value. 

Nor is it easy to see what purpose the majority’s interpretation would serve. Congress designed the Act to

provide a financially stable, self-sustaining system of 

retirement benefits for railroad employees. See S. Rep. 

No. 6, 83d Cong., 1st Sess., pt. 1, pp. 64–65 (1953); see also 

2 Staff of the House Committee on Interstate and Foreign 

Commerce and the Senate Committee on Labor and Public 

Welfare, 92d Cong., 2d Sess., 12–15 (Jt. Comm. Print 

1972) (describing financial difficulties facing the private 

railroad pension programs that Congress sought to replace). Nevertheless, petitioners speculate that Congress

intended to limit the Act’s tax base to employees’ “regular

pay” because that more closely resembled the way private

pensions in the railroad industry calculated a retiree’s 

annuity. Brief for Petitioners 8. But the Act taxes not 

simply monthly paychecks but also bonuses, commissions,

and contributions to an employee’s retirement account

(like a 401(k)), see §§3231(e)(1), (8)—none of which were 
 

 

6 WISCONSIN CENTRAL LTD. v. UNITED STATES 

BREYER, J., dissenting 

customarily considered in railroad pension calculations.

Why distinguish stock options from these other forms of 

money remuneration—particularly when almost half the

employees who participated in petitioners’ stock option 

plan (and nearly all such employees at other railroads) 

have the option’s value paid directly into their bank accounts in cash? See supra, at 2. 

The statute’s structure as later amended offers further 

support. That is because a later amendment expressly 

excluded from taxation certain stock options, namely,

“[q]ualified stock options,” see §3231(e)(12), which tax law 

treats more favorably (and which are also excluded from

the Social Security tax base, §3121(a)(22)). What need 

would there be to exclude expressly a subset of stock 

options if the statute already excluded all stock options 

from its coverage? The same is true of certain inkind benefits, such as life-insurance premiums. See 

§3231(e)(1)(i). Congress has more recently amended the

statute to exclude expressly other hard-to-value fringe 

benefits. See §3231(e)(5). Again what need would there 

be to do so if all noncash benefits, including stock options,

were already excluded? 

C 

There are, of course, counterarguments and other considerations, which the majority sets forth in its opinion.

The majority asserts, for example, that Congress must 

have intended the Act to be read more narrowly because, 

shortly after enacting the statutory language at issue in

this dispute, Congress enacted the Federal Insurance 

Contributions Act (FICA), which uses different language 

to establish its tax base. The Railroad Retirement Tax Act 

defines “compensation” in part as “any form of money

remuneration,” §3231(e)(1) while FICA defines “wages” as 

including the “cash value of all remuneration (including

benefits) paid in any medium other than cash,” §3121(a). 
Cite as: 585 U. S. ____ (2018) 7 

BREYER, J., dissenting 

But there is no canon of interpretation forbidding Congress to use different words in different statutes to mean

somewhat the same thing. See Kirtsaeng v. John Wiley & 

Sons, Inc., 568 U. S. 519, 540 (2013). And the meaning of 

the statutory terms as I read them are not identical, given

FICA’s definition of “wages” would include those types of 

noncash benefits that the Railroad Retirement Tax Act 

exempts from taxation. See supra, at 4–5. 

At most, this conflicting statutory language leaves the 

meaning of “money remuneration” unclear. In these circumstances, I would give weight to the interpretation of

the Government agency that Congress charged with administering the statute. “Where a statute leaves a ‘gap’ or 

is ‘ambiguous’ we typically interpret it as granting the

agency leeway to enact rules that are reasonable in light

of the text, nature, and purpose of the statute.” Cuozzo 

Speed Technologies, LLC v. Lee, 579 U. S. ___, ___ (2016) 

(slip op., at 13) (citing United States v. Mead Corp., 533 U. 

S. 218, 229 (2001); Chevron U. S. A. Inc. v. Natural Resources Defense Council, Inc., 467 U. S. 837, 843 (1984)). 

And even outside that framework, I would find the agency’s views here particularly persuasive. Skidmore v. Swift 

& Co., 323 U. S. 134, 139–140 (1944). The interpretation 

was made contemporaneously with the enactment of the

statute itself, Norwegian Nitrogen Products Co. v. United 

States, 288 U. S. 294, 315 (1933), and the Government has

not since interpreted the statute in a way that directly

contradicts that contemporaneous interpretation, see, e.g., 

Cardoza-Fonseca, 480 U. S., at 446, n. 30; Watt v. Alaska, 

451 U. S. 259, 272–273 (1981). Congress, over a period of 

nearly 90 years, has never revised or repealed the agencies’ interpretation, despite modifying other provisions in 

the statute, which “‘is persuasive evidence that the interpretation is the one intended by Congress.’” Commodity 

Futures Trading Comm’n v. Schor, 478 U. S. 833, 846 

(1986) (quoting NLRB v. Bell Aerospace Co., 416 U. S. 267, 
 

 

8 WISCONSIN CENTRAL LTD. v. UNITED STATES 

BREYER, J., dissenting 

274–275 (1974)). Nor did the railroad industry object to 

the taxation of stock options based on the Government’s 

interpretation until recent years. See, e.g., Union Pacific 

R. Co. v. United States, 2016 U. S. Dist. LEXIS 86023, *4– 

*5 (D Neb., July 1, 2016) (noting that Union Pacific began 

issuing stock options in tax year 1981 and paid railroad 

retirement taxes on them for decades, challenging the

Government’s interpretation only in 2014).

What is that interpretation? Shortly after the Act was

passed, the Department of Treasury issued a regulation 

defining the term “compensation” in the Act as reaching

both “all remuneration in money, or in something which

may be used in lieu of money (scrip and merchandise 

orders, for example).” 26 CFR §410.5 (1938). In the 

1930’s, “scrip” could refer to “[c]ertificates of ownership,

either absolute or conditional, of shares in a public company, corporate profits, etc.” Black’s Law Dictionary, at

1588; C. Alsager, Dictionary of Business Terms 321 (1932) 

(“A certificate which represents fractions of shares of

stock”); 3 F. Stroud, Judicial Dictionary 1802 (2d ed. 1903) 

(“a [c]ertificate, transferable by delivery, entitling its

holder to become a Shareholder or Bondholder in respect

of the shares or bonds therein mentioned”). The majority,

though clearly fond of 1930’s-era dictionaries, rejects these 

definitions because, in its view, they do not reflect the

term’s “ordinary meaning.” Ante, at 5. But the majority 

has no basis for this assertion. Contra Eisner v. Macomber, 

252 U. S. 189, 227 (1920) (Brandeis, J., dissenting) (referring to “bonds, scrip or stock” as similar instruments of 

corporate finance).

The Treasury Department was not alone in interpreting

the term “money remuneration” more broadly. In 1938 

the Railroad Retirement Board’s regulations treated the 

term “any form of money remuneration” as including “a

commodity, service, or privilege” that had an “agreed 

upon” value. 20 CFR §222.2; see also 20 CFR §211.2 
Cite as: 585 U. S. ____ (2018) 9 

BREYER, J., dissenting 

(2018) (current version). At least one contemporaneous

legal opinion from the Board’s general counsel specifically

concluded that stock received by “employees as a part of 

their agreed compensation for services actually rendered

and at a definite agreed value” qualified as a “form of 

money remuneration.” Railroad Retirement Bd. Gen. 

Counsel Memorandum No. L–1938–440, p. 2 (Apr. 22,

1938). And in a more recent opinion, the Board’s general

counsel stated that nonqualified stock options (the type of 

stock option at issue in this dispute) are taxable under the 

Act. Railroad Retirement Bd. Gen. Counsel Memorandum 

No. L–2005–25, p. 6 (Dec. 2, 2005).

The majority plucks from the Act’s long administrative

history a 1986 Board legal opinion stating that an in-kind 

benefit should not be treated as compensation “‘unless the

employer and employee first agree to [its] dollar value . . .

and then agree that this dollar value shall be part of the 

employee’s compensation package.’” Ante, at 8 (quoting

Railroad Retirement Bd. Gen. Counsel Memorandum No. 

L–1986–82, p. 6 (June 3, 1986)). But the majority neglects

to share that the deputy general counsel who wrote that

legal opinion was not discussing stock or stock options, but 

rather was discussing a “fringe benefit”—specifically free

rail passes employers purchased on behalf of their employees so they could ride on other carriers’ trains. Ibid. 

As I explained above, supra, at 4–5, such nontransferrable travel benefits were difficult to value and 

thus were excluded from the Act’s definition of money

remuneration. (Though the Board’s willingness to treat at

least some fringe benefits as a “form of money remuneration” demonstrates that the Board took a more flexible 

view of the term—a view that is contrary to the rigid

dictionary definition of “money” the majority prefers, 

which excludes all forms of in-kind benefits. See ante, 

at 2–3.)

A stock option, unlike free travel benefits, has a readily 
 

10 WISCONSIN CENTRAL LTD. v. UNITED STATES 

BREYER, J., dissenting 

discernible value: namely, the difference between the 

option price and the market price when the employee

exercises the option. For those employees who use the

“cashless exercise” method, that difference is the amount 

that is deposited into their account as cash (minus fees). 

See supra, at 2. No one disputes that this is the value of 

the option when it is exercised. See Stipulations of Fact in 

No. 14–cv–10243, Exh. 13 (ND Ill.), p. CN168 (describing 

the taxable benefit from exercising a stock option). And no 

one disputes that granting employees stock options is a 

form of remuneration. See ante, at 3 (acknowledging that 

“‘remuneration’ can encompass any kind of reward or 

compensation”). The 1986 legal opinion on rail passes the 

majority invokes simply has no bearing on the tax treatment of stock options in this case. 

More recently, the Treasury has issued a regulation

stating that the Railroad Retirement Tax Act’s term “compensation” (which, the reader will recall, the Act defines

as “any form of money remuneration”) has the same meaning as the term “wages” in FICA “‘except as specifically 

limited by’” the Railroad Retirement Tax Act or by regulation. Brief for Petitioners 47. Petitioners do not dispute

that FICA long has counted stock options as compensation. See id., at 39–47. Neither the statute’s text nor any 

regulation limits us from doing the same for the Railroad

Retirement Tax Act. If anything, the earlier Treasury and

Board regulations and opinions make clear that, in the

Treasury Department’s view, the Act does not “specifically

limit” the application of its terms by excluding stock options from its coverage.

The Treasury Department’s interpretation is a reasonable one. For one thing, it creates greater uniformity between the Railroad Retirement Tax Act’s pension-like

taxing system and the Social Security system governed by

FICA. To seek administrative uniformity is (other things

being equal) a reasonable objective given the similarity of 
 

Cite as: 585 U. S. ____ (2018) 11 

BREYER, J., dissenting 

purpose and methods the two Acts embody. And subsequent amendments to the Railroad Retirement Tax Act 

(which have generally mirrored provisions in FICA)

demonstrate that Congress intended these tax regimes to 

be treated the same. See Update of Railroad Retirement 

Tax Act Regulations, 59 Fed. Reg. 66188 (1994) (observing 

that Congress has taken steps to “confor[m] the structure

of the [Railroad Retirement Tax Act] to parallel that of the

FICA”); compare §§3231(e)(1), (9) with §§3121(a)(2)(C),

(a)(19). For another, it helps to avoid the unfairness that 

would arise out of treating differently two individuals

(who received roughly the same amount of money in their 

bank accounts) simply because one received a paycheck 

while the other received proceeds from selling company 

stock. 

Here, in respect to stock options, the Act’s language has

a degree of ambiguity. But the statute’s purpose, along 

with its amendments, argues in favor of including stock 

options. The Government has so interpreted the statute

for decades, and Congress has never suggested it held a 

contrary view, despite making other statutory changes. In 

these circumstances, I believe the Government has the 

stronger argument. I would read the statutory phrase as 

including stock options. And, with respect, I dissent from 

the majority’s contrary view.