8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2021

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-8022	62-1051971
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

500 Water Street, C900, Jacksonville, FL 32202

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(904) 359-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

_☐_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

_☐_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

_☐_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

_☐_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 Par Value	CSX	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. __

Item 2.02.    Results of Operations and Financial Condition

On January 21, 2021, CSX Corporation issued a press release and its CSX Quarterly Financial Report on financial and operating results for the quarter ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 and a copy of the CSX Quarterly Financial Report is attached as Exhibit 99.2, each of which is incorporated by reference herein. These documents are available on the Company's website, www.csx.com.*

The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01.    Exhibits

(d)    The following exhibits are being furnished herewith:

99.1 Press Release dated January 21, 2021 from CSX Corporation

99.2 CSX Quarterly Financial Report

* Internet addresses are provided for informational purposes only and are not intended to be hyperlinks.

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSX CORPORATION

By: /s/ ANGELA C. WILLIAMS

Angela C. Williams

Vice President and

Chief Accounting Officer

(Principal Accounting Officer)

Date: January 21, 2021

EX-99.1

Exhibit 99.1

CSX Announces Fourth Quarter EPS of $0.99, Including $0.05 Charge

for Early Debt Repayment

JACKSONVILLE, Fla. – January 21, 2021 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2020 net earnings of $760 million, or $0.99 per share. These results include a charge of $48 million, or $0.05 per share after-tax, related to the early retirement of debt.

CSX’s operating ratio set a company fourth quarter record of 57.0 percent, compared with 60.0 percent in the prior year. Despite the lower level of economic activity and operating challenges presented by the COVID-19 pandemic, CSX produced a full year 2020 operating ratio of 58.8 percent, exceeding the Company’s initial guidance of a 59.0 percent operating ratio.

“I am extremely proud of how CSX’s team of railroaders continuously rose to the challenges this year presented,” said James M. Foote, president and chief executive officer. “Throughout this difficult period, they have shown an unwavering commitment to our customers and remained focused on ensuring the delivery of critical goods to millions of Americans.”

Revenue for the fourth quarter decreased 2 percent from the prior year to $2.83 billion, as intermodal growth was more than offset by lower fuel surcharge revenue and coal declines. Expenses decreased 7 percent year over year to $1.61 billion, driven by lower fuel expense and efficiency gains. Operating income increased 5 percent for the quarter to $1.22 billion, compared to $1.15 billion in the same period last year.

CSX executives will conduct a conference call with the investment community this afternoon, January 21, at 4:30 p.m. Eastern Time. Investors, media and the public may listen to the conference call by dialing 1-866-324-3683. For callers outside the U.S., dial 1-509-844-0959. Participants should dial in 10 minutes prior to the call and enter in 2874369 as the passcode.

In conjunction with the call, a live webcast will be accessible and presentation materials will be posted on the company's website at http://investors.csx.com. Following the earnings call, a webcast replay of the presentation will be archived on the company website.

This earnings announcement, as well as additional detailed financial information, is contained in the CSX Quarterly Financial Report available through the company’s website at http://investors.csx.com

and on Form 8-K with the Securities and Exchange Commission.

About CSX and its Disclosures

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural, and consumer products. For nearly 200 years, CSX has played a critical role in the nation's economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation's population resides. It also links more than 230 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike.

This announcement, as well as additional financial information, is available on the company's website at http://investors.csx.com. CSX also uses social media channels to communicate information about the company. Although social media channels are not intended to be the primary method of disclosure for material information, it is possible that certain information CSX posts on social media could be deemed to be material. Therefore, we encourage investors, the media, and others interested in the company to review the information we post on Twitter (http://twitter.com/CSX) and on Facebook (http://www.facebook.com/OfficialCSX). The social media channels used by CSX may be updated from time to time. More information about CSX Corporation and its subsidiaries is available at www.csx.com.

Non-GAAP Disclosure

CSX reports its financial results in accordance with accounting principles generally accepted in the United States of America (U.S. 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 U.S. 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.

Forward-looking Statements

This information and other statements by the company may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes, liquidity, capital expenditures, dividends, share repurchases or other financial items, statements of management's plans, strategies and objectives for future operations, and management's expectations as to future performance and operations and the time by which objectives will be achieved, statements concerning proposed new services, and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “will,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise any forward-looking statement. If the company updates 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.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by any forward- looking statements include, among others: (i) the company's success in implementing its financial and operational initiatives; (ii) 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); (iii) legislative or regulatory changes; (iv) the inherent business risks associated with safety and security; (v) the outcome of claims and litigation involving or affecting the company; (vi) natural events such as severe weather conditions or pandemic health crises; and (vii) 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 in the company's SEC reports, accessible on the SEC's website at www.sec.gov and the company's website at www.csx.com.

Contact:

Bill Slater, Investor Relations

904-359-1334

Bryan Tucker, Corporate Communications

855-955-6397

EX-99.2

Exhibit 99.2

CSX Announces Fourth Quarter EPS of $0.99, Including $0.05 Charge

for Early Debt Repayment

JACKSONVILLE, Fla. – January 21, 2021 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2020 net earnings of $760 million, or $0.99 per share. These results include a charge of $48 million, or $0.05 per share after-tax, related to the early retirement of debt.

CSX’s operating ratio set a company fourth quarter record of 57.0 percent, compared with 60.0 percent in the prior year. Despite the lower level of economic activity and operating challenges presented by the COVID-19 pandemic, CSX produced a full year 2020 operating ratio of 58.8 percent, exceeding the Company’s initial guidance of a 59.0 percent operating ratio.

“I am extremely proud of how CSX’s team of railroaders continuously rose to the challenges this year presented,” said James M. Foote, president and chief executive officer. “Throughout this difficult period, they have shown an unwavering commitment to our customers and remained focused on ensuring the delivery of critical goods to millions of Americans.”

Revenue for the fourth quarter decreased 2 percent from the prior year to $2.83 billion, as intermodal growth was more than offset by lower fuel surcharge revenue and coal declines. Expenses decreased 7 percent year over year to $1.61 billion, driven by lower fuel expense and efficiency gains. Operating income increased 5 percent for the quarter to $1.22 billion, compared to $1.15 billion in the same period last year.

CSX executives will conduct a conference call with the investment community this afternoon, January 21, at 4:30 p.m. Eastern Time. Investors, media and the public may listen to the conference call by dialing 1-866-324-3683. For callers outside the U.S., dial 1-509-844-0959. Participants should dial in 10 minutes prior to the call and enter in 2874369 as the passcode.

In conjunction with the call, a live webcast will be accessible and presentation materials will be posted on the company's website at http://investors.csx.com. Following the earnings call, a webcast replay of the presentation will be archived on the company website.

This earnings announcement, as well as additional detailed financial information, is contained in the CSX Quarterly Financial Report available through the company’s website at http://investors.csx.com and on Form 8-K with the Securities and Exchange Commission.

Table of Contents	The accompanying unaudited	CSX CORPORATION	CONTACTS:
	financial information should be	500 Water Street, C900	INVESTOR RELATIONS
Consolidated Financial Statements.......p. 3	read in conjunction with the	Jacksonville, FL 32202	Bill Slater
Operating Statistics..............................p. 10	Company’s most recent	www.csx.com	(904) 359-1334
Non-GAAP Measures...........................p. 11	Annual Report on Form 10-K,		MEDIA
	Quarterly Reports on Form 10-Q, and		Bryan Tucker
	any Current Reports on Form 8-K.		(855) 955-6397

1

About CSX and its Disclosures

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural, and consumer products. For nearly 200 years, CSX has played a critical role in the nation's economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation's population resides. It also links more than 230 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike.

This announcement, as well as additional financial information, is available on the company's website at http://investors.csx.com. CSX also uses social media channels to communicate information about the company. Although social media channels are not intended to be the primary method of disclosure for material information, it is possible that certain information CSX posts on social media could be deemed to be material. Therefore, we encourage investors, the media, and others interested in the company to review the information we post on Twitter (http://twitter.com/CSX) and on Facebook (http://www.facebook.com/OfficialCSX). The social media channels used by CSX may be updated from time to time. More information about CSX Corporation and its subsidiaries is available at www.csx.com.

Non-GAAP Disclosure

CSX reports its financial results in accordance with accounting principles generally accepted in the United States of America (U.S. 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 U.S. 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.

Forward-looking Statements

This information and other statements by the company may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes, liquidity, capital expenditures, dividends, share repurchases or other financial items, statements of management's plans, strategies and objectives for future operations, and management's expectations as to future performance and operations and the time by which objectives will be achieved, statements concerning proposed new services, and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “will,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise any forward-looking statement. If the company updates 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.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by any forward- looking statements include, among others: (i) the company's success in implementing its financial and operational initiatives; (ii) 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); (iii) legislative or regulatory changes; (iv) the inherent business risks associated with safety and security; (v) the outcome of claims and litigation involving or affecting the company; (vi) natural events such as severe weather conditions or pandemic health crises; and (vii) 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 in the company's SEC reports, accessible on the SEC's website at www.sec.gov and the company's website at www.csx.com.

2

CSX Corporation

CONSOLIDATED INCOME STATEMENTS

(Dollars in millions, except per share amounts)

	(Unaudited)										(Unaudited)
	Quarters Ended										Years Ended
	Dec. 31, 2020			Dec. 31, 2019			$ Change		% Change		Dec. 31, 2020			Dec. 31, 2019			$ Change		% Change
Revenue	$	2,825		$	2,885		$	(60)	(2)	%	$	10,583		$	11,937		$	(1,354)	(11)	%
Expense
Labor and Fringe	588			658			70		11		2,275			2,616			341		13
Materials, Supplies and Other	445			426			(19)		(4)		1,684			1,749			65		4
Depreciation	347			344			(3)		(1)		1,383			1,349			(34)		(3)
Fuel	139			216			77		36		541			906			365		40
Equipment and Other Rents	91			87			(4)		(5)		338			352			14		4
Total Expense	1,610			1,731			121		7		6,221			6,972			751		11
Operating Income	1,215			1,154			61		5		4,362			4,965			(603)		(12)
Interest Expense	(189)			(189)			—		—		(754)			(737)			(17)		(2)
Other (Expense)/Income - Net (a)	(32)			16			(48)		(300)		19			88			(69)		(78)
Earnings Before Income Taxes	994			981			13		1		3,627			4,316			(689)		(16)
Income Tax Expense (b)	(234)			(210)			(24)		(11)		(862)			(985)			123		12
Net Earnings	$	760		$	771		$	(11)	(1)	%	$	2,765		$	3,331		$	(566)	(17)	%
Operating Ratio	57.0		%	60.0		%					58.8		%	58.4		%
Per Common Share
Net Earnings Per Share, Assuming Dilution	$	0.99		$	0.99		$	—	—	%	$	3.60		$	4.17		$	(0.57)	(14)	%
Average Shares Outstanding, Assuming Dilution (Millions)	766			778							768			798

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

3

CSX Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

	(Unaudited)
	Dec. 31, 2020		Dec. 31, 2019
ASSETS
Cash and Cash Equivalents	$	3,129	$	958
Short-Term Investments	2		996
Other Current Assets	1,310		1,324
Properties - Net	32,444		32,168
Investment in Affiliates and Other Companies	1,985		1,879
Other Long-Term Assets	923		932
Total Assets	$	39,793	$	38,257
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Maturities of Long-Term Debt	$	401	$	245
Other Current Liabilities	1,618		1,906
Long-Term Debt	16,304		15,993
Deferred Income Taxes - Net	7,168		6,961
Other Long-Term Liabilities	1,192		1,289
Total Liabilities	26,683		26,394
Total Shareholders' Equity	13,110		11,863
Total Liabilities and Shareholders' Equity	$	39,793	$	38,257

4

CSX Corporation

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Dollars in millions)

	(Unaudited)
	Years Ended
	Dec. 31, 2020		Dec. 31, 2019
OPERATING ACTIVITIES
Net Earnings	$	2,765	$	3,331
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation	1,383		1,349
Deferred Income Tax Expense	180		273
Gains on Property Dispositions	(35)		(151)
Other Operating Activities - Net	(30)		48
Net Cash Provided by Operating Activities	4,263		4,850
INVESTING ACTIVITIES
Property Additions	(1,626)		(1,657)
Proceeds from Property Dispositions	56		254
Purchases of Short-Term Investments	(426)		(2,838)
Proceeds from Sales of Short-Term Investments	1,424		2,108
Other Investing Activities (c)	(77)		31
Net Cash Used in Investing Activities	(649)		(2,102)
FINANCING ACTIVITIES
Long-term Debt Issued	1,000		2,000
Long-term Debt Repaid	(745)		(518)
Dividends Paid	(797)		(763)
Shares Repurchased (d)	(867)		(3,373)
Other Financing Activities	(34)		6
Net Cash Used in Financing Activities	(1,443)		(2,648)
Net Increase in Cash and Cash Equivalents	2,171		100
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period	958		858
Cash and Cash Equivalents at End of Period	$	3,129	$	958

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

5

CSX Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

a)Other (Expense)/Income - Net: During fourth quarter 2020, the Company recorded $48 million of debt repurchase expense, or $0.05 per share after tax, due to the repurchase of certain notes that were expected to mature in 2023. During fourth quarter 2019, the Company recorded $10 million of debt repurchase expense, or $0.01 per share after tax, due to the repurchase of certain notes that were expected to mature in 2020.

b)Income Tax Benefit: During fourth quarter 2020, the Company recognized $11 million in tax benefits, none of which were individually significant. During fourth quarter 2019, the Company recognized $31 million in tax benefits primarily due to the resolution of certain state tax matters and a favorable federal legislative change.

c)Other Investing Activities: For the year ended December 31, 2020, other investing activities includes the impact of a $30 million deposit paid by the Company related to its signed definitive agreement to acquire Pan Am Railways, Inc. This transaction remains subject to regulatory review and approval by the Surface Transportation Board.

d)Shares Repurchased: During fourth quarters and years ended 2020 and 2019, the Company engaged in the following repurchase activities:

	Quarters Ended				Years Ended
	Dec. 31, 2020		Dec. 31, 2019		Dec. 31, 2020		Dec. 31, 2019
Shares Repurchased(Millions)	2		9		13		48
Cost of Shares(Dollars in millions)	$	203	$	606	$	867	$	3,373
Average Cost per Share Repurchased	$	83.75	$	68.09	$	68.70	$	70.54

6

CSX Corporation

VOLUME AND REVENUE(Unaudited)
Volume (Thousands of units); Revenue (Dollars in millions); Revenue Per Unit (Dollars)
Quarters Ended December 31, 2020 and December 31, 2019
	Volume				Revenue						Revenue Per Unit
	2020	2019	% Change		2020		2019		% Change		2020		2019		% Change
Chemicals(a)	169	164	3	%	$	586	579		1	%	$	3,467	$	3,530	(2)	%
Agricultural and Food Products	125	118	6		375		354		6		3,000		3,000		—
Automotive	103	110	(6)		275		299		(8)		2,670		2,718		(2)
Minerals(a)	78	87	(10)		133		140		(5)		1,705		1,609		6
Forest Products(a)	68	69	(1)		207		210		(1)		3,044		3,043		—
Metals and Equipment(a)	66	57	16		175		170		3		2,652		2,982		(11)
Fertilizers	59	60	(2)		113		108		5		1,915		1,800		6
Total Merchandise	668	665	—		1,864		1,860		—		2,790		2,797		—
Coal	174	192	(9)		375		459		(18)		2,155		2,391		(10)
Intermodal	757	682	11		476		449		6		629		658		(4)
Other	—	—	—		110		117		(6)		—		—		—
Total	1,599	1,539	4	%	$	2,825	$	2,885	(2)	%	$	1,767	$	1,875	(6)	%
Years Ended December 31, 2020 and December 31, 2019
	Volume				Revenue						Revenue Per Unit
	2020	2019	% Change		2020		2019		% Change		2020		2019		% Change
Chemicals(a)	664	670	(1)	%	$	2,309	2,349		(2)	%	$	3,477	$	3,506	(1)	%
Agricultural and Food Products	463	469	(1)		1,386		1,410		(2)		2,994		3,006		—
Automotive	344	456	(25)		920		1,236		(26)		2,674		2,711		(1)
Minerals(a)	321	337	(5)		538		559		(4)		1,676		1,659		1
Forest Products(a)	270	283	(5)		824		862		(4)		3,052		3,046		—
Metals and Equipment(a)	239	249	(4)		675		742		(9)		2,824		2,980		(5)
Fertilizers	234	243	(4)		424		431		(2)		1,812		1,774		2
Total Merchandise	2,535	2,707	(6)		7,076		7,589		(7)		2,791		2,803		—
Coal	637	843	(24)		1,397		2,070		(33)		2,193		2,456		(11)
Intermodal	2,720	2,670	2		1,702		1,760		(3)		626		659		(5)
Other	—	—	—		408		518		(21)		—		—		—
Total	5,892	6,220	(5)	%	$	10,583	$	11,937	(11)	%	$	1,796	$	1,919	(6)	%

(a) In first quarter 2020, changes were made in the categorization of certain lines of business, impacting Chemicals, Minerals, Forest Products, and Metals and Equipment. The impacts were not material and prior periods have been reclassified to conform to the current presentation.

7

CSX Corporation

VOLUME AND REVENUE

Total revenue decreased 2% in fourth quarter 2020 when compared to fourth quarter 2019 primarily due to decreases in fuel recovery as well as declines in coal. These decreases were partially offset by volume and pricing gains in intermodal and pricing gains in merchandise.

Fuel Surcharge

Fuel surcharge revenue is included in the individual markets. Fuel lag is the estimated difference between highway diesel prices in the quarter and the prices used for fuel surcharge, which are generally on a two-month lag.

	Quarters Ended				Years Ended
(Dollars in millions)	Dec. 31, 2020		Dec. 31, 2019		Dec. 31, 2020		Dec. 31, 2019
Fuel Surcharge Revenue	$	72	$	146	$	365	$	610
Fuel Lag (Expense)/ Benefit	$	(4)	$	(2)	$	30	$	13

Merchandise Volume

Chemicals - Increased due to higher shipments of plastics, waste and crude oil, partially offset by lower shipments of frac sand and natural gas liquids.

Agricultural and Food Products - Increased due to higher shipments of export grains, food and consumer products, and ethanol.

Automotive - Declined as a result of lower vehicle production at plants served by CSX.

Minerals - Decreased due to lower shipments of aggregates, partially offset by higher shipments of other minerals.

Forest Products - Declined due to lower shipments of printing paper, wood pulp and building products, partially offset by growth in pulpboard.

Metals and Equipment - Increased due to higher shipments of scrap and steel.

Fertilizers - Declined due to lower short-haul phosphate shipments, which was partially offset by higher long-haul fertilizer shipments.

Coal Volume

The decline in domestic coal was driven by lower shipments of utility coal as a result of continued competition from natural gas and reduced electrical demand, as well as lower steel and industrial shipments due to lower industrial production. Export coal declined due to reduced international shipments of thermal coal.

	Quarters Ended				Years Ended
(Millions of tons)	Dec. 31, 2020	Dec. 31, 2019	Change		Dec. 31, 2020	Dec. 31, 2019	Change
Coal Tonnage
Domestic	12.4	13.3	(7)	%	42.0	56.6	(26)	%
Export	7.2	8.3	(13)		29.5	38.2	(23)
Total Coal	19.6	21.6	(9)	%	71.5	94.8	(25)	%

Intermodal Volume

Increases in both domestic and international shipments resulted from tightening truck capacity, inventory replenishments and growth in rail volumes from east coast ports.

Other Revenue

Other revenue decreased $7 million versus prior year due to a higher reserve for freight in transit, declines in demurrage and lower affiliate revenue, partially offset by increased revenue for storage at intermodal facilities.

8

CSX Corporation

EXPENSE

Expenses of $1.6 billion decreased $121 million, or 7%, in fourth quarter 2020 when compared to fourth quarter 2019 primarily driven by lower fuel prices and efficiency savings.

Labor and Fringe expense decreased $70 million due to the following:

•Efficiency savings of $49 million primarily driven by structural changes to the train plan that resulted in reduced crew starts as well as lower headcount.

•Other costs decreased $21 million primarily driven by lower expected payouts on existing incentive compensation plans as well as higher prior year accelerated stock compensation expense for certain retirement-eligible employees, partially offset by inflation.

Materials, Supplies and Other expense increased $19 million due to the following:

•Gains from real estate sales of $2 million in 2020 were lower than gains of $22 million in 2019.

•Other costs increased $19 million primarily due to inflation and other non-significant items.

•Partially offsetting these increases, efficiency and volume savings of $20 million primarily resulted from lower operating support costs, reduced corporate expenses and lower terminal costs as a result of record productivity levels at intermodal terminals.

Depreciation expense increased $3 million primarily due to a larger asset base, partially offset by the impacts of the 2020 road and track depreciation study.

Fuel expense decreased $77 million driven by a 33% price decrease and record fourth-quarter fuel efficiency.

Equipment and Other Rents expense increased $4 million as higher days per load across all markets resulted in increased car hire costs, which were partially offset by several non-significant items.

Employee Counts (Estimated)

	Quarters Ended			Years Ended
	Dec. 31, 2020	Dec. 31, 2019	Change	Dec. 31, 2020	Dec. 31, 2019	Change
Average	19,240	20,912	(1,672)	19,630(a)	21,561	(1,931)
Ending	19,282	20,908	(1,626)	19,282	20,908	(1,626)

(a) During second quarter 2020, there were on average 307 employees on temporary emergency reserve boards who are included in the average employee count for the year ended December 31, 2020 in the above table. Employees on these boards received 7 days of guarantee pay in each 28-day cycle and were eligible, if qualified, for Railroad Retirement Board unemployment benefits for the other 21 days during which they were considered furloughed. Excluding these employees, average headcount for the year ended December 31, 2020 would be 19,553. There were no employees on temporary emergency reserve boards during first, third or fourth quarter 2020.

Fuel Expense

	Quarters Ended				Years Ended
(Dollars and gallons in millions, except price per gallon)	Dec. 31, 2020		Dec. 31, 2019		Dec. 31, 2020		Dec. 31, 2019
Estimated Locomotive Fuel Consumption (Gallons)	90.2		93.7		345.2		391.8
Price per Gallon (Dollars)	$	1.43	$	2.12	$	1.44	$	2.10
Total Locomotive Fuel Expense	$	129	$	199	$	496	$	823
Non-locomotive Fuel Expense	10		17		45		83
Total Fuel Expense	$	139	$	216	$	541	$	906
Fuel Efficiency (Gallons of locomotive fuel per 1,000 GTMs)	0.94		0.99		0.96		1.01

9

CSX Corporation

OPERATING STATISTICS (Estimated)

In fourth quarter 2020, train velocity decreased by 11% and car dwell increased 21% relative to 2019, driven in part by crew availability headwinds related to the COVID-19 pandemic.

CSX achieved a fourth-quarter record low number of FRA reportable injuries. The personal injury frequency index of 0.76 improved 34% versus 2019, as the decrease in the number of injuries was greater than than the reduction in number of hours worked during the prior year. The FRA train accident rate of 3.43 increased 65% from the prior year as an increase in train accidents was compounded by a significant reduction in the number of train miles. The Company is committed to safety improvement and remains focused on reducing risk and enhancing the overall safety of its employees, customers and communities in which the Company operates.

	Quarters Ended						Years Ended
	Dec. 31, 2020		Dec. 31, 2019		Improvement / (Deterioration)		Dec. 31, 2020		Dec. 31, 2019		Improvement / (Deterioration)
Operations Performance
Train Velocity (Miles per hour) (a)	18.9		21.3		(11)	%	20.2		20.5		(1)	%
Dwell (Hours) (a)	10.2		8.4		(21)	%	9.3		8.6		(8)	%
Cars Online (a)	125,468		111,621		(12)	%	112,718		117,562		4	%
Revenue Ton-Miles(Billions)
Merchandise	32.5		31.3		4	%	124.4		128.0		(3)	%
Coal	8.4		9.4		(11)	%	30.1		41.1		(27)	%
Intermodal	7.8		6.9		13	%	28.1		26.9		4	%
Total Revenue Ton-Miles	48.7		47.6		2	%	182.6		196.0		(7)	%
Total Gross Ton-Miles (Billions)	95.7		94.7		1	%	358.3		388.3		(8)	%
On-Time Originations	83	%	92	%	(10)	%	87	%	89	%	(2)	%
On-Time Arrivals	69	%	85	%	(19)	%	77	%	79	%	(3)	%
Safety
FRA Personal Injury Frequency Index	0.76		1.15		34	%	0.81		0.90		10	%
FRA Train Accident Rate	3.43		2.08		(65)	%	2.76		2.35		(17)	%

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

(a) The methodology for calculating train velocity, dwell and cars online differs from that prescribed by the Surface Transportation Board. The Company will continue to report these metrics to the Surface Transportation Board using the prescribed methodology. See additional discussion on the Company's website.

Key Performance Measures Definitions

Train Velocity - Average train speed between origin and destination in miles per hour (does not include locals, yard jobs, work trains or passenger trains). Train velocity measures the profiled schedule of trains (from departure to arrival and all interim time), and train profiles are periodically updated to align with a changing operation.

Dwell - Average amount of time in hours between car arrival to and departure from the yard.

Cars Online - Average number of active freight rail cars on lines operated by CSX, excluding rail cars that are being repaired, in storage, those that have been sold, or private cars dwelling at a customer location more than one day.

Revenue Ton-Miles (RTM's) - The movement of one revenue-producing ton of freight over a distance of one mile.

Gross Ton-Miles (GTM's) - The movement of one ton of train weight over one mile. GTM's are calculated by multiplying total train weight by distance the train moved. Total train weight is comprised of the weight of the freight cars and their contents.

On-Time Originations - Percent of scheduled road trains that depart the origin yard on time or ahead of schedule.

On-Time Arrivals - Percent of scheduled road trains that arrive at the destination yard on time to within two hours of scheduled arrival.

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.

10

CSX Corporation

NON-GAAP MEASURES (Unaudited)

The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company 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 U.S. GAAP. Therefore, the Company’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.

Free Cash Flow

Management believes that free cash flow is supplemental information 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 is calculated by using net cash from operations and adjusting for property additions and certain other investing activities, which includes proceeds from property dispositions. Free cash flow should be considered in addition to, rather than a substitute for, cash provided by operating activities. The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow, before dividends (non-GAAP measure).

	Years Ended
(Dollars in millions)	Dec. 31, 2020		Dec. 31, 2019
Net Cash Provided by Operating Activities(a)	$	4,263	$	4,850
Property Additions	(1,626)		(1,657)
Other Investing Activities(b)	9		285
Free Cash Flow (before payment of dividends)	$	2,646	$	3,478

(a) Net cash provided by operating activities for the year ended December 31, 2020, includes the impact of $21 million paid to settle a liability for non-controlling interest in an affiliate.

(b) For the year ended December 31, 2020, certain other investing activities used in the calculation of free cash flow do not include the impact of a $30 million deposit paid by the Company related to its signed definitive agreement to acquire Pan Am Railways, Inc. This transaction remains subject to regulatory review and approval by the Surface Transportation Board. This deposit is included in the other investing activities total on the condensed consolidated cash flow statements for the year ended December 31, 2020.

11

XML

Cover page	Jan. 21, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 21, 2021
Entity Registrant Name	CSX CORP
Entity Incorporation, State or Country Code	VA
Entity File Number	1-8022
Entity Tax Identification Number	62-1051971
Entity Address, Address Line One	500 Water Street
Entity Address, Address Line Two	C900
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	359-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $1 Par Value
Trading Symbol	CSX
Security Exchange Name	NASDAQ
Entity Central Index Key	0000277948
Amendment Flag	false