Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
FORM (10-Q) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
()
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20192020
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-20200630_g1.jpg

CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia62-1051971
(I.R.S. Employer Identification No.)
500 Water Street15th FloorJacksonvilleFL32202904359-3200
(Address of principal executive offices)(Zip Code)(Telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $1 Par ValueCSXNasdaq Global Select Market

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 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 such files).
Yes (X) No ( )
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer", "accelerated filer” and "smaller reporting company"company (as defined in Exchange Act Rule 12b-2 of the Exchange Act. (check one)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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes () No (X)
There were 782,336,546765,052,549 shares of common stock outstanding on SeptemberJune 30, 20192020 (the latest practicable date that is closest to the filing date).

CSX Q2 2020 Form 10-Q p.1
CSX Q3 2019 Form 10-Q p.1







CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20192020
INDEX

Page
PART I.FINANCIAL INFORMATION
Item 1.
Page
PART I.FINANCIAL INFORMATION
Item 1.
Quarters and NineSix Months Ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019
Quarters and NineSix Months Ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019
At SeptemberJune 30, 20192020 (Unaudited) and December 31, 20182019
NineSix Months Ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019
Quarters and NineSix Months Ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019
Item 2.
Item 3.
Item 4.
PART II.OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


Item 3.Defaults upon Senior Securities
CSX Q3 2019 Form 10-Q p.242
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits


CSX Q2 2020 Form 10-Q p.2


CSX CORPORATION

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS (Unaudited)
(Dollars in millions, except per share amounts)
Second QuartersSix Months
2020201920202019
Revenue$2,255  $3,061  $5,110  $6,074  
Expense
Labor and Fringe507  648  1,113  1,320  
Materials, Supplies and Other407  445  861  916  
Depreciation344  337  688  667  
Fuel91  234  283  467  
Equipment and Other Rents78  92  159  180  
Total Expense1,427  1,756  3,104  3,550  
Operating Income828  1,305  2,006  2,524  
Interest Expense(191) (184) (378) (362) 
Other Income - Net15  25  37  48  
Earnings Before Income Taxes652  1,146  1,665  2,210  
Income Tax Expense(153) (276) (396) (506) 
Net Earnings$499  $870  $1,269  $1,704  
Per Common Share (Note 2)
Net Earnings Per Share, Basic$0.65  $1.08  $1.65  $2.10  
Net Earnings Per Share, Assuming Dilution$0.65  $1.08  $1.65  $2.10  
Average Shares Outstanding (In millions)
766  805  769  810  
Average Shares Outstanding, Assuming Dilution (In millions)
767  807  770  812  
 Third Quarters Nine Months
 20192018 20192018
      
Revenue$2,978
$3,129
 $9,052
$9,107
Expense     
Labor and Fringe638
695
 1,958
2,060
Materials, Supplies and Other415
474
 1,348
1,425
Depreciation338
334
 1,005
986
Fuel223
268
 690
793
Equipment and Other Rents104
89
 307
302
Equity Earnings of Affiliates(27)(24) (67)(79)
Total Expense1,691
1,836
 5,241
5,487
      
Operating Income1,287
1,293
 3,811
3,620
      
Interest Expense(186)(162) (548)(468)
Other Income - Net24
19
 72
54
Earnings Before Income Taxes1,125
1,150
 3,335
3,206
      
Income Tax Expense(269)(256) (775)(740)
Net Earnings$856
$894
 $2,560
$2,466
      
Per Common Share (Note 2)     
Net Earnings Per Share, Basic$1.08
$1.05
 $3.19
$2.85
Net Earnings Per Share, Assuming Dilution$1.08
$1.05
 $3.18
$2.83
      
      
Average Shares Outstanding (In millions)
790
850
 803
866
Average Shares Outstanding, Assuming Dilution (In millions)
792
854
 805
870
      


CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)
(Dollars in millions)

Second QuartersSix Months
2020201920202019
Total Comprehensive Earnings (Note 11)$519  $874  $1,292  $1,710  

 Third Quarters Nine Months
 20192018 20192018
Total Comprehensive Earnings (Note 12)$863
$901
 $2,573
$2,378
Certain prior year data has been reclassified to conform to the current presentation.

See accompanying notes to consolidated financial statements.


CSX Q2 2020 Form 10-Q p.3
CSX Q3 2019 Form 10-Q p.3





CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(Unaudited) (Unaudited)
September 30,
2019
December 31,
2018
June 30,
2020
December 31,
2019
ASSETSASSETSASSETS
Current Assets: Current Assets:
Cash and Cash Equivalents$1,521
$858
Cash and Cash Equivalents$2,391  $958  
Short-term Investments1,037
253
Short-term Investments203  996  
Accounts Receivable - Net (Note 9)1,101
1,010
Accounts Receivable - Net (Note 8)Accounts Receivable - Net (Note 8)860  986  
Materials and Supplies235
263
Materials and Supplies246  261  
Other Current Assets66
181
Other Current Assets91  77  
Total Current Assets3,960
2,565
Total Current Assets3,791  3,278  
 
Properties45,012
44,805
Properties45,327  45,100  
Accumulated Depreciation(12,934)(12,807)Accumulated Depreciation(13,066) (12,932) 
Properties - Net32,078
31,998
Properties - Net32,261  32,168  
 
Investment in Conrail969
943
Investment in Conrail1,001  982  
Affiliates and Other Companies880
836
Affiliates and Other Companies920  897  
Right-of-Use Lease Asset (Note 5)539

Right-of-Use Lease AssetRight-of-Use Lease Asset512  532  
Other Long-term Assets369
387
Other Long-term Assets419  400  
Total Assets$38,795
$36,729
Total Assets$38,904  $38,257  
 
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities: Current Liabilities:
Accounts Payable$1,101
$949
Accounts Payable$960  $1,043  
Labor and Fringe Benefits Payable486
550
Labor and Fringe Benefits Payable352  489  
Casualty, Environmental and Other Reserves (Note 4)110
113
Casualty, Environmental and Other Reserves (Note 4)103  100  
Current Maturities of Long-term Debt (Note 8)745
18
Current Maturities of Long-term Debt (Note 7)Current Maturities of Long-term Debt (Note 7)378  245  
Income and Other Taxes Payable155
106
Income and Other Taxes Payable380  69  
Other Current Liabilities208
179
Other Current Liabilities174  205  
Total Current Liabilities2,805
1,915
Total Current Liabilities2,347  2,151  
 
Casualty, Environmental and Other Reserves (Note 4)195
211
Casualty, Environmental and Other Reserves (Note 4)203  205  
Long-term Debt (Note 8)15,992
14,739
Long-term Debt (Note 7)Long-term Debt (Note 7)16,128  15,993  
Deferred Income Taxes - Net6,882
6,690
Deferred Income Taxes - Net7,028  6,961  
Long-term Lease Liability (Note 5)494

Long-term Lease LiabilityLong-term Lease Liability481  493  
Other Long-term Liabilities548
594
Other Long-term Liabilities554  591  
Total Liabilities26,916
24,149
Total Liabilities26,741  26,394  
 
Shareholders' Equity: Shareholders' Equity:
Common Stock, $1 Par Value782
818
Common Stock, $1 Par Value765  773  
Other Capital314
249
Other Capital361  346  
Retained Earnings11,416
12,157
Retained Earnings11,676  11,404  
Accumulated Other Comprehensive Loss (Note 12)(648)(661)
Accumulated Other Comprehensive Loss (Note 11)Accumulated Other Comprehensive Loss (Note 11)(652) (675) 
Noncontrolling Interest15
17
Noncontrolling Interest13  15  
Total Shareholders' Equity11,879
12,580
Total Shareholders' Equity12,163  11,863  
Total Liabilities and Shareholders' Equity$38,795
$36,729
Total Liabilities and Shareholders' Equity$38,904  $38,257  

See accompanying notes to consolidated financial statements.

CSX Q2 2020 Form 10-Q p.4
CSX Q3 2019 Form 10-Q p.4





CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)
(Dollars in millions)
Six Months
20202019
OPERATING ACTIVITIES
Net Earnings$1,269  $1,704  
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation688  667  
Deferred Income Taxes61  97  
Gain on Property Dispositions(29) (64) 
Other Operating Activities(25) (61) 
Changes in Operating Assets and Liabilities:
Accounts Receivable120  (61) 
Other Current Assets(24) 41  
Accounts Payable(85) 39  
Income and Other Taxes Payable338  89  
Other Current Liabilities(129) (184) 
Net Cash Provided by Operating Activities2,184  2,267  
INVESTING ACTIVITIES
Property Additions(801) (769) 
Proceeds from Property Dispositions45  146  
Purchases of Short-term Investments(426) (1,427) 
Proceeds from Sales of Short-term Investments1,221  810  
Other Investing Activities(42) (16) 
Net Cash Used In Investing Activities(3) (1,256) 
FINANCING ACTIVITIES
Long-term Debt Issued (Note 7)500  1,000  
Long-term Debt Repaid (Note 7)(227) —  
Dividends Paid(400) (388) 
Shares Repurchased(616) (1,656) 
Other Financing Activities(5) 28  
Net Cash Used in Financing Activities(748) (1,016) 
Net Increase (Decrease) in Cash and Cash Equivalents1,433  (5) 
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period958  858  
Cash and Cash Equivalents at End of Period$2,391  $853  
 Nine Months
 20192018
   
OPERATING ACTIVITIES  
Net Earnings$2,560
$2,466
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:  
Depreciation1,005
986
Deferred Income Taxes186
148
Gain on Property Dispositions(129)(122)
Equity Earnings of Affiliates(67)(79)
Cash Payments for Restructuring Charge
(14)
Other Operating Activities(14)(13)
Changes in Operating Assets and Liabilities:  
Accounts Receivable(39)(97)
Other Current Assets84
70
Accounts Payable152
140
Income and Other Taxes Payable114
19
Other Current Liabilities(115)(98)
Net Cash Provided by Operating Activities3,737
3,406
   
INVESTING ACTIVITIES  
Property Additions(1,191)(1,240)
Proceeds from Property Dispositions218
257
Purchases of Short-term Investments(2,255)(611)
Proceeds from Sales of Short-term Investments1,480
15
Other Investing Activities19
(8)
Net Cash Used In Investing Activities(1,729)(1,587)
   
FINANCING ACTIVITIES  
Long-term Debt Issued (Note 8)2,000
2,000
Long-term Debt Repaid (Note 8)(18)(19)
Dividends Paid(577)(570)
Shares Repurchased(2,767)(2,816)
Accelerated Share Repurchase Pending Final Settlement (Note 2)
(100)
Other Financing Activities17
(52)
Net Cash Used in Financing Activities(1,345)(1,557)
   
Net Increase in Cash and Cash Equivalents663
262
   
CASH AND CASH EQUIVALENTS  
Cash and Cash Equivalents at Beginning of Period858
401
Cash and Cash Equivalents at End of Period$1,521
$663
   
Certain prior year data has been reclassified to conform to the current presentation.

See accompanying notes to consolidated financial statements.

CSX Q2 2020 Form 10-Q p.5
CSX Q3 2019 Form 10-Q p.5





CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
(Dollars in Millions)

Six Months 2020
Common Shares Outstanding
(Thousands)
Common Stock and Other CapitalRetained Earnings
Accumulated
Other
Comprehensive Income (Loss)(a)
Non-controlling InterestTotal Shareholders' Equity
Balance December 31, 2019773,471  $1,119  $11,404  $(675) $15  $11,863  
Comprehensive Earnings:
Net Earnings—  —  770  —  —  770  
Other Comprehensive Income (Note 11)—  —  —   —   
Total Comprehensive Earnings773  
Common stock dividends, $0.26 per share—  —  (201) —  —  (201) 
Share Repurchases(8,906) (9) (568) —  —  (577) 
Stock Option Exercises and Other894  21   —   30  
Balance March 31, 2020765,459  $1,131  $11,412  $(672) $17  $11,888  
Comprehensive Earnings:
Net Earnings—  —  499  —  —  499  
Other Comprehensive Income (Note 11)—  —  —  20  —  20  
Total Comprehensive Earnings519  
Common stock dividends, $0.26 per share—  —  (199) —  —  (199) 
Share Repurchases(580) (1) (38) —  —  (39) 
Stock Option Exercises and Other174  (4)  —  (4) (6) 
Balance June 30, 2020765,053  $1,126  $11,676  $(652) $13  $12,163  
a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $183 million and $178 million as of first and second quarters 2020, respectively. For additional information, see Note 11, Other Comprehensive Income.
See accompanying notes to consolidated financial statements.
CSX Q2 2020 Form 10-Q p.6

CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS
Nine Months 2019
Common Shares Outstanding
(Thousands)
Common Stock and Other CapitalRetained Earnings
Accumulated
Other
Comprehensive Income
(Loss)(a)
Non-controlling InterestTotal Shareholders' Equity
       
Balance December 31, 2018818,180
$1,067
$12,157
$(661)$17
$12,580
Comprehensive Earnings:      
Net Earnings

834


834
Other Comprehensive Income (Note 12)


2

2
Total Comprehensive Earnings     836
       
Common stock dividends, $0.24 per share

(195)

(195)
Share Repurchases(11,540)(12)(784)

(796)
Stock Option Exercises and Other2,524
21
(1)

20
Balance March 31, 2019809,164
$1,076
$12,011
$(659)$17
$12,445
Comprehensive Earnings:      
Net Earnings

870


870
Other Comprehensive Income (Note 12)


4

4
Total Comprehensive Earnings     874
       
Common stock dividends, $0.24 per share

(193)

(193)
Share Repurchases(11,266)(11)(849)

(860)
Stock Option Exercises and Other278
23
4

(3)24
Balance June 30, 2019798,176
$1,088
$11,843
$(655)$14
$12,290
Comprehensive Earnings:      
Net Earnings

856


856
Other Comprehensive Income (Note 12)


7

7
Total Comprehensive Earnings     863
       
Common stock dividends, $0.24 per share

(189)

(189)
Share Repurchases(16,098)(16)(1,095)

(1,111)
Stock Option Exercises and Other264
24
1

1
26
Balance September 30, 2019782,342
$1,096
$11,416
$(648)$15
$11,879
CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY
(Dollars in Millions)
(a)
Six Months 2019
Common Shares Outstanding (Thousands)
Common Stock and Other CapitalRetained Earnings
Accumulated Other Comprehensive Income (Loss)(a)
Non-controlling InterestTotal Shareholders' Equity
Balance December 31, 2018818,180  $1,067  $12,157  $(661) $17  12,580  
Comprehensive Earnings:
Net Earnings—  —  834  —  —  834  
Other Comprehensive Income (Note 11)—  —  —   —   
Total Comprehensive Earnings836  
Common stock dividends, $0.24 per share—  —  (195) —  —  (195) 
Share Repurchases(11,540) (12) (784) —  —  (796) 
Stock Option Exercises and Other2,524  21  (1) —  —  20  
Balance March 31, 2019809,164  1,076  12,011  (659) 17  12,445  
Comprehensive Earnings:
Net Earnings—  —  870  —  —  870  
Other Comprehensive Income (Note 11)—  —  —   —   
Total Comprehensive Earnings874  
Common stock dividends, $0.24 per share—  —  (193) —  —  (193) 
Share Repurchases(11,266) (11) (849) —  —  (860) 
Stock Option Exercises and Other278  23   —  (3) 24  
Balance June 30, 2019798,176  $1,088  $11,843  $(655) $14  $12,290  

a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $179 million and $177 million and $175 million as of first second and thirdsecond quarters 2019, respectively. For additional information, see Note 12,11, Other Comprehensive Income.




CSX Q3 2019 Form 10-Q p.6





CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
(Dollars in Millions)

Nine Months 2018
Common Shares Outstanding
(Thousands)
Common Stock and Other CapitalRetained Earnings
Accumulated
Other
Comprehensive Income
(Loss)(a)
Non-controlling InterestTotal Shareholders' Equity
Balance December 31, 2017889,851
$1,107
$14,084
$(486)$16
$14,721
Comprehensive Earnings:      
Net Earnings

695


695
Other Comprehensive Loss


(99)
(99)
Total Comprehensive Earnings     596
       
Common stock dividends, $0.22 per share

(194)

(194)
Share Repurchases(14,966)(15)(821)

(836)
Stock Option Exercises and Other469
(2)109

(3)104
Balance March 31, 2018875,354
$1,090
$13,873
$(585)$13
$14,391
Comprehensive Earnings:      
Net Earnings

877


877
Other Comprehensive Income


4

4
Total Comprehensive Earnings     881
       
Common stock dividends, $0.22 per share

(190)

(190)
Share Repurchases(16,386)(16)(958)

(974)
Stock Option Exercises and Other(157)(88)2

1
(85)
Balance June 30, 2018858,811
$986
$13,604
$(581)$14
$14,023
Comprehensive Earnings:      
Net Earnings

894


894
Other Comprehensive Income


7

7
Total Comprehensive Earnings     901
       
Common stock dividends, $0.22 per share

(186)

(186)
Share Repurchases(14,341)(15)(991)

(1,006)
Stock Option Exercises and Other(50)2
(1)
2
3
Balance September 30, 2018844,420
$973
$13,320
$(574)$16
$13,735

(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $160 million, $158 million, and $156 million as of first, second and third quarters 2018, respectively. For additional information, see Note 12, Other Comprehensive Income.
See accompanying notes to consolidated financial statements.

CSX Q2 2020 Form 10-Q p.7
CSX Q3 2019 Form 10-Q p.7





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1.Nature of Operations and Significant Accounting Policies

Background
CSX Corporation (“CSX”), together with its subsidiaries (the("CSX" or 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.

CSX's principal operating subsidiary, CSX Transportation, Inc. (“CSXT”), provides an important link to the transportation supply chain through its approximately 20,000 route mile rail network, which serves major population centers in 23 states east of the Mississippi River, the District of Columbia and the Canadian provinces of Ontario and Quebec. The Company's intermodal business links customers to railroads via trucks and terminals.

CSXT is also responsible for the Company's real estate sales, leasing, acquisition and management and development activities. In addition, as substantiallySubstantially all real estate sales, leasing, acquisition and management and developmentof these activities are focused on supporting railroad operations, all results of these activities are included in operating income.operations.

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 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. The biggest Transflo markets are chemicals and agriculture, which includeincludes shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.
        
Basis of Presentation
In the opinion of management, the accompanying consolidated financial statements contain all normal, recurring adjustments necessary to fairly present the consolidated financial statements and accompanying notes. Where applicable, prior year information has been reclassified to conform to the current presentation. Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted from these interim financial statements. CSX suggests that these financial statements be read in conjunction with the audited financial statements and the notes included in CSX's most recent annual report on Form 10-K and any subsequently filed current reports on Form 8-K.

Fiscal Year
The Company's fiscal periods are based upon the calendar year. Except as otherwise specified, references to “third“second quarter(s)” or “nine“six months” indicate CSX's fiscal periods ending SeptemberJune 30, 20192020 and SeptemberJune 30, 2018,2019, and references to "year-end" indicate the fiscal year ended December 31, 2018.2019.


CSX Q3 2019CSX Q2 2020 Form 10-Q p.8





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

New Accounting Pronouncements
Pronouncements adopted in 2019    
In February 2016, the FASB issued ASU, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. CSX adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update:

Carry forward of historical lease classifications and current accounting treatment for existing land easements;
Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and
The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment.

Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $534 million on the consolidated balance sheet as of January 1, 2019.This amount is lower than previous estimates due to a lease amendment. The Company’s accounting for finance leases remained substantially unchanged.The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 5, Leases.

Pronouncements to be adopted    
In June 2016, the FASB issued ASU Measurement of Credit Losses on Financial Instruments, which replaces current methods for evaluating impairment of financial instruments not measured at fair value, including trade accounts receivable and certain debt securities, with a current expected credit loss model. CSX will adoptadopted this new standard update effective January 1, 2020, and doesit did not expect it to have a material effect on the Company's results of operations.



CSX Q3 2019 Form 10-Q p.9





CSX CORPORATIONIn August 2018, the FASB issued ASU Changes to the Disclosure Requirements for Defined Benefit Plans as part of its disclosure effectiveness initiative, which modifies the disclosure requirements for employer-sponsored defined benefit pension and other postretirement plans. This update is effective for the Company beginning January 1, 2021 and adoption of the standard is not expected to significantly impact the Company's disclosures.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2. Earnings Per Share

The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution:
 Third Quarters Nine Months
 20192018 20192018
Numerator (Dollars in millions):
     
Net Earnings$856
$894
 $2,560
$2,466
      
Denominator (Units in millions):
     
Average Common Shares Outstanding790
850
 803
866
Other Potentially Dilutive Common Shares2
4
 2
4
Average Common Shares Outstanding, Assuming Dilution792
854
 805
870
      
Net Earnings Per Share, Basic$1.08
$1.05
 $3.19
$2.85
Net Earnings Per Share, Assuming Dilution$1.08
$1.05
 $3.18
$2.83

Second QuartersSix Months
2020201920202019
Numerator (Dollars in millions):
Net Earnings$499  $870  $1,269  $1,704  
Denominator (Units in millions):
Average Common Shares Outstanding766  805  769  810  
Other Potentially Dilutive Common Shares    
Average Common Shares Outstanding, Assuming Dilution767  807  770  812  
Net Earnings Per Share, Basic$0.65  $1.08  $1.65  $2.10  
Net Earnings Per Share, Assuming Dilution$0.65  $1.08  $1.65  $2.10  

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 outstanding and common stock equivalents adjusted for the effects of common stock that may be issued as a result of potentially dilutive instruments. CSX's potentially dilutive instruments are made up of equity awards including performance units and employee stock options.


CSX Q2 2020 Form 10-Q p.9

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2. Earnings Per Share, continued

When calculating diluted earnings per share, the potential shares that would be outstanding if all outstanding stock options were exercised are included. This number is different from outstanding stock options because it is offset by shares CSX could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent. Approximately 12.4 million and 7900 thousand of total average outstanding stock options for the quarters ended SeptemberJune 30, 2020 and June 30, 2019, respectively, and September 30, 2018, respectively,1.8 million and 800 thousand and 600 thousand for the ninesix months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018,2019, respectively, were excluded from the diluted earnings per share calculation because their effect was antidilutive.

Share Repurchases 
In February 2018, the Company announced an increase to the $1.5 billion share repurchase program first announced in October 2017, bringing the total authorized amount to $5 billion. This program was completed on January 16, 2019. Also on January 16, 2019, the Company announced a new $5 billion share repurchase program. At June 30, 2020, approximately $1.1 billion of authority remained under this program. During thirdthe second quarter and ninesix months ended 20192020 and 2018,2019, the Company engaged in the following repurchase activities:
 Third Quarters Nine Months
 20192018 20192018
Shares Repurchased (Millions)
16
15
 39
46
Cost of Shares (Dollars in millions)
$1,111
$1,006
 $2,767
$2,816


Second QuartersSix Months
2020201920202019
Shares Repurchased (Millions)
1111023
Cost of Shares (Dollars in millions)
$39  $860  $616  $1,656  

CSX Q3 2019 Form 10-Q p.10





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2.    Earnings Per Share, continued

Share repurchases may be made through a variety of methods including, but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block purchases. The timing of share repurchases depends upon management's assessment of marketplace conditions and other factors, and the program remains subject to the discretion of the Board of Directors. 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,Accounting Standards Codification ("ASC"), the excess of repurchase price over par value is recorded in retained earnings.

On August 8, 2019, the Company entered into an agreement to repurchase shares of the Company’s common stock. Under this agreement, the Company made a prepayment of $250 million to a financial institution and settlement occurred September 10, 2019. At settlement, the Company received approximately 4 million shares, calculated based on the volume-weighted average price of the Company’s common stock over the term of the agreement, less a discount.Dividend Increase

On July 19, 2018, the Company entered into an accelerated share repurchase agreement to repurchase shares of the Company’s common stock. Under this agreement, the Company made a prepayment of $500 million to a financial institution and received an initial delivery of 6 million shares valued at $400 million. The remaining balance of $100 million was settled through receipt of additional shares on October 11, 2018, with the final net number of shares calculated based on the volume-weighted average price of In February 2020, the Company's Board of Directors authorized an 8% increase in the quarterly cash dividend to $0.26 per common stock over the term of the agreement, less a discount. Approximately 7 million total shares were repurchased under the agreement.share.

On April 20, 2018, the Company entered into an accelerated share repurchase agreement to repurchase shares of the Company’s common stock. Under this agreement, the Company made a prepayment of $450 million to a financial institution and received an initial delivery of shares valued at $360 million, or 6 million shares. The remaining balance of $90 million was settled through receipt of additional shares in July 2018, with the final net number of shares calculated based on the volume-weighted average price of the Company's common stock over the term of the agreement, less a discount. Approximately 7 million total shares were repurchased under this agreement. Under a separate accelerated share repurchase agreement in January 2018, the Company paid $150 million to a financial institution and received approximately 3 million total shares in first quarter 2018.



CSX Q2 2020 Form 10-Q p.10
CSX Q3 2019 Form 10-Q p.11





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3.  Stock Plans and Share-Based Compensation

Under CSX's share-based compensation plans, awards consist of performance units, restricted stock awards,options, restricted stock units and restricted stock optionsawards for management and stock grants for directors. Awards granted under the various programs are determined and approved by the Compensation and Talent Management Committee of the Board of Directors or, in certain circumstances, by the full Board for awards to the Chief Executive Officer orand by the Chief Executive Officer for awards to management employees other than senior executives. The Board of Directors approves awards granted to CSX's non-management directors upon recommendation of the Governance Committee.

Share-based compensation expense for awards under share-based compensation plans and purchases made as part of the employee stock purchase plan is measured using the fair value of the award on the grant date and is recognized on a straight-line basis over the service period of the respective award.award or upon grant date to certain retirement-eligible employees whose agreements allow for continued vesting upon retirement. Forfeitures are recognized as they occur. Total pre-tax expense and income tax benefits associated with share-based compensation are shown in the table below. Income tax benefits include impacts from option exercises and the vesting of other equity awards. The credit to share-based compensation expense for performance units in second quarter and six months ended 2020 is due to lower expected payouts on existing plans.

 Third Quarters Nine Months
(Dollars in millions)20192018 20192018
      
Share-Based Compensation Expense:     
Performance Units$8
$8
 $23
$22
Stock Options2
4
 9
10
Restricted Stock Units and Awards2
1
 6
4
Stock Awards for Directors

 2
2
Employee Stock Purchase Plan1

 3

Total Share-Based Compensation Expense$13
$13
 $43
$38
Income Tax Benefit$6
$6
 $41
$23

Second QuartersSix Months
(Dollars in millions)2020201920202019
Share-Based Compensation Expense:
Performance Units$(17) $ (8) $15  
Stock Options  13   
Restricted Stock Units and Awards    
Employee Stock Purchase Plan    
Stock Awards for Directors—  —    
Total Share-Based Compensation (Benefit) Expense$(12) $17  $12  $30  
Income Tax Benefit$ $ $11  $35  
CSX Q2 2020 Form 10-Q p.11

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3.  Stock Plans and Share-Based Compensation, continued

Long-term Incentive Plan
In February 2019,2020, the Company granted approximately 300218 thousand performance units to certain employees under a new long-term incentive plan ("LTIP") for the years 20192020 through 2021,2022, which was adopted under the CSX 2010 Stock and Incentive Award Plan. On May 3, 2019, shareholders approved the CSX 2019 Stock and Incentive Award Plan, under which future awards will be granted.Plan.


CSX Q3 2019 Form 10-Q p.12





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3.     Share-Based Compensation, continued

Payouts of performance units for the cycle ending with fiscal year 20212022 will be based on the achievement of goals related to both operating ratioincome and free cash flow, in each case excluding non-recurring items as disclosed in the Company's financial statements. The cumulative operating ratioincome and cumulative free cash flow measures over the plan period will each comprise 50% of the payout and will be measured independently of the other.

Grants were made in performance units, with each unit representing the right to receive 1 share of CSX common stock, and payouts will be made in CSX common stock. The payout range for participants will be between 0% and 200% of the target awards depending on Company performance against predetermined goals. Payouts for certain executive officers are subject to formulaic upward or downward adjustment by up to 25%, capped at an overall payout of 225%250%, based upon the Company's total shareholder return relative to specified comparable groups over the performance period. Participants will receive stock dividend equivalents declared over the performance period based on the number of performance units paid upon vesting. NaN grants were made during second quarters 2020 and 2019. The fair values of the performance units awarded during the third quarterssix months ended 2020 and nine months 2019 and 2018 were primarily calculated using a Monte-Carlo simulation model with the following weighted-average assumptions:

 Third Quarters Nine Months
 
2019(a)
2018 20192018
Weighted-average assumptions used:     
Annual dividend yieldN/A1.2% 1.4%1.6%
Risk-free interest rateN/A2.7% 2.5%2.3%
Annualized volatilityN/A27.9% 27.6%29.1%
Expected life (in years)N/A2.3
 2.9
2.9

(a) NaN performance units were awarded in third quarter 2019.
Six Months
20202019
Weighted-average assumptions used:
Annual dividend yieldN/A1.4 %
Risk-free interest rate1.4 %2.5 %
Annualized volatility24.5 %27.6 %
Expected life (in years)2.92.9

Stock Options
Also, in        In February 2019,2020, the Company granted approximately 843 thousand1.3 million stock options along with the corresponding LTIP. The fair value of stock options on the date of grant was $17.45$18.88 per option, which was calculated using the Black-Scholes valuation model. These stock options were granted with ten-yearten-year terms and vest over three years in equal installments each year on the anniversary of the grant date. The exercise price for stock options granted equals the closing market price of the underlying stock on the date of grant. These awards are time-based and are not based upon attainment of performance goals. During thirdsecond quarters 20192020 and 2018,2019, there were additional immaterial grants of stock options to certain members of management.


CSX Q2 2020 Form 10-Q p.12
CSX Q3 2019 Form 10-Q p.13





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3.  Stock Plans and Share-Based Compensation, continued

The fair values of all stock option awards during the quarters and ninesix months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019 were estimated at the grant date with the following weighted average assumptions:
 Third Quarters Nine Months
 20192018 20192018
Weighted-average grant-date fair value$15.44
$20.52
 $17.99
$14.65
      
Stock options valuation assumptions:     
Annual dividend yield1.4%1.2% 1.3%1.5%
Risk-free interest rate1.4%2.8% 2.5%2.6%
Annualized volatility25.7%25.5% 25.7%27.0%
Expected life (in years)6.5
6.5
 6.1
6.5
      
Other pricing model inputs:     
Weighted-average grant-date market price of CSX stock (strike price)$66.35
$74.84
 $69.96
$54.19

Second QuartersSix Months
2020201920202019
Weighted-average grant-date fair value$17.77  $20.51  $18.87  $18.00  
Stock options valuation assumptions:
Annual dividend yield1.5 %1.2 %1.2 %1.3 %
Risk-free interest rate0.5 %2.4 %1.4 %2.5 %
Annualized volatility30.1 %25.4 %26.0 %25.7 %
Expected life (in years)6.56.56.06.1
Other pricing model inputs:
Weighted-average grant-date market price of CSX stock (strike price)$70.87  $78.58  $79.48  $69.97  

Restricted Stock Units
Finally, in        In February 2019,2020, the Company granted approximately 6591 thousand restricted stock units along with the corresponding LTIP. The restricted stock units vest three years after the date of grant. Participants will receive cashstock dividend equivalents on the unvestedvested shares during the restriction period.upon vesting. These awards are time-based and are not based upon CSX's attainment of operational targets. Restricted stock units are paid-out in CSX common stock on a 1-for-one basis. For information related to the Company's other outstanding long-term incentive compensation, see CSX's most recent annual report on Form 10-K.

Employee Stock Purchase Plan
In May 2018, shareholders approved the 2018 CSX Employee Stock Purchase Plan (“ESPP”) for the benefit of Company employees. The Company registered 4 million shares of common stock that may be issued pursuant to this plan. Under the ESPP, employees may contribute between 1% and 10% of base compensation, after-tax, to purchase up to $25,000 of market value CSX common stock per year at 85% of the closing market price on either the grant date or the last day of the six-monthsix-month offering period, whichever is lower. During third quarter and ninesix months ended June 30, 2020 and June 30, 2019, 144122 thousand and 249105 thousand shares of CSX stock were issued at a weighted average purchase price of $52.66$61.51 and $52.72$52.81 per share, respectively.


CSX Q2 2020 Form 10-Q p.13
CSX Q3 2019 Form 10-Q p.14





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4. Casualty, Environmental and Other Reserves

Personal injury and environmental reserves are considered critical accounting estimates due to the need for management judgment. Casualty, environmental and other reserves are provided for in the consolidated balance sheets as shown in the table below.
 September 30, 2019 December 31, 2018
(Dollars in millions)CurrentLong-termTotal CurrentLong-termTotal
        
Casualty:       
Personal Injury$47
$78
$125
 $40
$103
$143
Occupational9
50
59
 10
46
56
     Total Casualty56
128
184
 50
149
199
Environmental32
46
78
 39
41
80
Other22
21
43
 24
21
45
     Total$110
$195
$305
 $113
$211
$324

June 30, 2020December 31, 2019
(Dollars in millions)CurrentLong-termTotalCurrentLong-termTotal
Casualty:
Personal Injury$44  $83  $127  $42  $87  $129  
Occupational 52  61   52  58  
     Total Casualty53  135  188  48  139  187  
Environmental30  45  75  31  43  74  
Other20  23  43  21  23  44  
     Total$103  $203  $306  $100  $205  $305  

These liabilities are accrued when probable and reasonably estimable in accordance with the Contingencies Topic in the ASC. Actual settlements and claims received could differ, and final outcomes 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, their combined effect could be material in that particular period.

Casualty
Casualty reserves of $184$188 million and $199$187 million as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively, represent accruals for personal injury, occupational disease and occupational injury claims. During second quarter 2018, the Company increased itsThe Company's self-insured retention amount for these claims from $50 million tois $75 million per occurrence for claims occurring on or after June 1, 2018.occurrence. Currently, 0 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 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. Defense and processing costs, which historically have been insignificant and are anticipated to be insignificant in the future, are not included in the recorded liabilities.

Personal Injury
Personal injury reserves represent liabilities for employee work-related and third-party injuries. Work-related injuries for CSXT employees are primarily subject to the Federal Employers’ Liability Act (“FELA”). 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. This analysis for the quarter did not result in a material adjustment to the personal injury reserve in the quarter ended SeptemberJune 30, 20192020 or SeptemberJune 30, 2018.2019. The methodology used by the actuary includes a development factor to reflect growth or reduction in the value of these personal injury claims based largely on CSXT's historical claims and settlement experience.


CSX Q2 2020 Form 10-Q p.14
CSX Q3 2019 Form 10-Q p.15





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4. Casualty, Environmental and Other Reserves, continued

Occupational
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 arisearising from allegations of exposure to certain other materials in the workplace such(such as solvents, soaps, chemicals (collectively referred to as “irritants”) and diesel fuels (like exhaust fumes), past exposure to asbestos or allegations of chronic physical injuries resulting from work conditions such(such as repetitive stress injuries. Theinjuries). Beginning in second quarter 2020, the Company retains an independent actuary to analyze the Company’s historical claim filings, settlement amounts, and dismissal rates to assist in determining future anticipated claim filing rates and average settlement values. This analysis is performed by the actuary and reviewed by management forquarterly. Previously, the quarter did not result in aquarterly analysis was performed by management. There were no material adjustmentadjustments to the occupational reserve in the quarter ended SeptemberJune 30, 20192020 or SeptemberJune 30, 2018.2019.

Environmental
Environmental reserves were $78$75 million and $80$74 million as of SeptemberJune 30, 20192020 and December 31, 2018,2019, 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 231220 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.

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.

CSX Q2 2020 Form 10-Q p.15

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. Casualty, Environmental and Other Reserves, continued

Based on themanagement's review process, the Company hasamounts have been 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 statements.


CSX Q3 2019 Form 10-Q p.16





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4.    Casualty, Environmental and Other Reserves, continued

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 were $43 million and $45$44 million as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. These reserves 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.

NOTE 5.     Leases

CSX has various lease agreements with terms up to 50 years, including leases of land, land with integral equipment (e.g. track), buildings and various equipment. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.

At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g. minimum rent payments) and non-lease components (e.g. maintenance, labor charges, etc.). The Company generally accounts for each component separately based on the estimated standalone price of each component. For certain equipment leases, such as freight car, vehicles and work equipment, the Company accounts for the lease and non-lease components as a single lease component.

Certain of the Company’s lease agreements include rental payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating Leases
Operating leases are included in right-of-use lease assets, other current liabilities and long-term lease liabilities on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is included in equipment and other rents on the consolidated income statements and is reported net of lease income. Lease income is not material to the results of operations for the quarter or nine months ended September 2019.


CSX Q3 2019 Form 10-Q p.17





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5.     Leases, continued

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of September 30, 2019.

(Dollars in Millions)September 30, 2019
Maturity of Lease LiabilitiesLease Payments
2019 (remaining)$14
202061
202153
202246
202338
Thereafter1,242
Total undiscounted operating lease payments$1,454
Less: Imputed interest(901)
Present value of operating lease liabilities$553
  
Balance Sheet Classification 
Current lease liabilities (recorded in other current liabilities)$59
Long-term lease liabilities494
Total operating lease liabilities$553
  
Other Information 
Weighted-average remaining lease term for operating leases32 years
Weighted-average discount rate for operating leases5.0%

Cash Flows
An initial right-of-use asset of $534 million was recognized as a non-cash asset addition with the adoption of the new lease accounting standard. Additional right-of-use assets of $41 million were recognized as non-cash asset additions that resulted from new operating lease liabilities during the nine months ended September 30, 2019. Cash paid for amounts included in the present value of operating lease liabilities was $44 million during the nine months ended September 30, 2019 and is included in operating cash flows.

Operating Lease Costs
Operating lease costs were $21 million during third quarter 2019 and $60 million for the nine months ended September 30, 2019. These costs are primarily related to long-term operating leases, but also include immaterial amounts for variable leases and short-term leases with terms greater than 30 days.

Finance Leases
Finance leases are included in properties-net and long-term debt on the consolidated balance sheets. The associated amortization expense and interest expense are included in depreciation and interest expense, respectively, on the consolidated income statements. These leases are not material to the consolidated financial statements as of September 30, 2019.



CSX Q3 2019 Form 10-Q p.18





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6.5. Commitments and Contingencies

Insurance
The Company maintains insurance programs with substantial limits for property damage, (which includesincluding resulting business interruption)interruption, and third-party liability. A certain amount of risk is retained by the Company on each ofinsurance program. In first quarter 2020, the Company restructured its property and liability programs. Theinsurance program to increase the level at which the Company has aretains all risk from $50 million to $100 million per occurrence retention for losses from floods and named windstorms and afrom $25 million to $75 million per occurrence retention for other property losses other than floods and named windstorms.losses. For claims occurring on or after June 1, 2018, the Company increased its self-insured retention for third-party liability claims, from $50 millionthe Company retains all risk up to $75 million per occurrence. 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 Q2 2020 Form 10-Q p.16

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. Commitments and Contingencies, continued

Legal
 The Company is involved in litigation incidental to its business and is a party to a number of legal actions and claims, various governmental proceedings and private civil lawsuits, including, but not limited to, those related to fuel surcharge practices, 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 reasonably determined,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 management that none of these pending items is likely to have a material adverse effect on the Company's financial condition, results of operations or liquidity. An unexpected adverse resolution of 1one 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 $1 million to $28$43 million in aggregate at SeptemberJune 30, 2019.2020. This estimated aggregate range is based upon currently available information and is subject to significant judgment and a variety of assumptions. Accordingly, the Company's estimate will change from time to time, and actual losses may vary significantly from the current estimate.

Fuel Surcharge Antitrust Litigation
In May 2007, class action lawsuits were filed against CSXT and 3 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. The class action lawsuits were consolidated into 1 case in federal court in the District of Columbia. In 2017, the District Court issued its decision denying class certification. On August 16, 2019, the U.S. Court of Appeals for the D.C. Circuit affirmed the District Court’s ruling.


CSX Q3 2019 Form 10-Q p.19





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6.    Commitments and Contingencies, continued

The District Court had delayed proceedings on the merits of the consolidated case pending the outcome of the class certification proceedings. The 8 named plaintiffsconsolidated case is now moving forward without class certification. Although a class was not certified, shippers other than those who brought the original lawsuit in the underlying case2007 can now choose whether to proceed with their claims. Because there is no class, other shippers must decide whether to bring an individual claimclaims against one or more railroads. Some individualIndividual shipper claims filed to date have been filed.consolidated into a separate case.

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 these matters individually or when aggregated could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.
CSX Q2 2020 Form 10-Q p.17

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. Commitments and Contingencies, continued

Environmental
CSXT is indemnifying Pharmacia LLC, (formerlyformerly known as Monsanto Company)Company, ("Pharmacia") 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. CSXT's indemnification and defense duties arise with respect to several matters. The U.S. Environmental Protection Agency ("EPA"), using its CERCLA authority, seeks cleanupthe investigation and removal costs and other damages associated with the presencecleanup of hazardous substances in the 17-mile Lower Passaic 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. Pharmacia’s share of responsibility, indemnified by CSXT, for the investigation and cleanup costs of the Study Area may be determined through various mechanisms including (a) an allocation and settlement with EPA; (b) litigation brought by EPA against non-settling parties; or (c) litigation among the responsible parties.

In March 2016, EPA issued its Record of Decision detailing the agency’s mandated remedial process for the lower 8 miles of the Study Area. Approximately 80 parties, including Pharmacia, are participating in an EPA-directed allocation process to assign responsibility for costs to be incurred implementing the remedy selected for the lower 8 miles of the Study Area. CSXT is participating in the allocation process on behalf of Pharmacia. At a later date, EPA will select a remedy for the remainder of the Study Area and is expected to 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 with regard to the Property in litigation filed by Occidental Chemical Corporation ("Occidental"), which is seeking to recover various costs. These costs include costs for the remedial design of the lower 8 miles of the Study Area, as well as anticipated costs associated with the future remediation of the lower 8 miles of the Study Area and potentially the entire Study Area. Alternatively, Occidental seeks to compel some, or all of the defendants to participate in the remediation of the Study Area.  Pharmacia is one of approximately 110 defendants in this federal lawsuit filed by Occidental on June 30, 2018.

CSXT is also defending and indemnifying Pharmacia in a cooperative natural resource damages assessment process related to the Property. Based on currently available information, the Company does not believe any 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.



CSX Q2 2020 Form 10-Q p.18
CSX Q3 2019 Form 10-Q p.20





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.6. Employee Benefit Plans

The Company sponsors defined benefit pension plans principally for salaried, management personnel. Beginning in 2020, the CSX Pension Plan is closed to new participants.

CSX also sponsors a non-contributory post-retirement medical plan and a life insurance plan that provide certain benefits to eligible employees hired prior to January 1, 2003. Beginning in 2019, both the life insurance benefit for eligible active employees and health savings account contributions made by the Company to eligible retirees younger than 65 were eliminated. Beginning in 2020, the employer-funded health reimbursement arrangements for eligible retirees 65 years or older have been eliminated. Independent actuaries compute the amounts of liabilities and expenses relating to these plans subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. These amounts are reviewed by management.

Only the service cost component of net periodic benefit costs is included in labor and fringe expense on the consolidated income statement. All other components of net periodic benefit cost are included in other income - net.
 Pension Benefits Cost
(Dollars in millions)Third Quarters Nine Months
 2019 2018 2019 2018
Service Cost Included in Labor and Fringe$8
 $8
 $24
 $24
        
Interest Cost25
 23
 77
 69
Expected Return on Plan Assets(43) (44) (129) (131)
Amortization of Net Loss8
 10
 23
 30
Total Included in Other Income - Net(10) (11) (29) (32)
        
Net Periodic Benefit Credit$(2) $(3) $(5) $(8)
        
        
 Other Post-retirement Benefits Cost
(Dollars in millions)Third Quarters Nine Months
 2019 2018 2019 2018
Service Cost Included in Labor and Fringe$
 $
 $1
 $1
        
Interest Cost
 2
 2
 5
Amortization of Prior Service Costs(2) 
 (5) 
Total Included in Other Income - Net(2) 2
 (3) 5
        
Net Periodic Benefit (Credit)/Cost$(2) $2
 $(2) $6
        

Pension Benefits Cost
(Dollars in millions)Second QuartersSix Months
2020201920202019
Service Cost Included in Labor and Fringe$10  $ $20  $16  
Interest Cost21  26  41  52  
Expected Return on Plan Assets(44) (43) (87) (86) 
Amortization of Net Loss14   28  15  
Total Included in Other Income - Net(9) (9) (18) (19) 
Net Periodic Benefit Cost/(Credit)$ $(1) $ $(3) 
Other Post-retirement Benefits Cost
(Dollars in millions)Second QuartersSix Months
2020201920202019
Service Cost Included in Labor and Fringe$ $ $ $ 
Interest Cost—     
Amortization of Prior Service Costs(1) (1) (3) (3) 
Total Included in Other Income - Net(1) —  (2) (1) 
Net Periodic Benefit Cost/(Credit)$—  $ $(1) $—  
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. NaN contributions to the Company's qualified pension plans are requiredexpected in 2019.2020.



CSX Q2 2020 Form 10-Q p.19
CSX Q3 2019 Form 10-Q p.21





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 8.7. Debt and Credit Agreements

Total activity related to long-term debt as of the end of thirdsecond quarter 20192020 is shown in the table below. For fair value information related to the Company's long-term debt, see Note 11,10, Fair Value Measurements.
(Dollars in millions)Current PortionLong-term PortionTotal
Long-term debt as of December 31, 2018$18
$14,739
$14,757
2019 activity:   
Long-term debt issued
2,000
2,000
Long-term debt repaid(18)
(18)
Reclassifications745
(745)
Discount, premium and other activity
(2)(2)
Long-term debt as of September 30, 2019$745
$15,992
$16,737
(Dollars in millions)Current PortionLong-term PortionTotal
Long-term debt as of December 31, 2019$245  $15,993  $16,238  
2020 activity:
Long-term debt issued—  500  500  
Long-term debt repaid(227) —  (227) 
Reclassifications360  (360) —  
Discount, premium and other activity—  (5) (5) 
Long-term debt as of June 30, 2020$378  $16,128  $16,506  

Debt Issuance
On September 12, 2019,March 30, 2020, CSX issued$400 million of 2.40% notes due 2030 and $600 million of 3.35% notes due 2049. These notes are included in the consolidated balance sheets under long-term debt and may be redeemed by the Company at any time, subject to payment of certain make-whole premiums. On October 15, 2019, a portion of the net proceeds was used to fully redeem CSX’s outstanding $500 million of 3.70% notes originally due October 30, 2020. As the Company issued notification on September 12, 2019 of its intent to redeem the October 2020 notes early, these notes were included in current maturities of long-term debt on the consolidated balance sheet as of September 30, 2019. The remaining net proceeds from the September 2019 issuance will also be used for general corporate purposes, which may include repurchases of CSX’s common stock, capital investment, working capital requirements, improvements in productivity and other cost reductions at CSX’s major transportation units.

On February 28, 2019, CSX issued $600 million of 4.25%3.8% notes due 2029, which was a reopening of existing notes originally issued in November 2018, and $400 million of 4.50% notes due 2049.2050. These notes are included in the consolidated balance sheets under long-term debt and may be redeemed by the Company at any time, subject to payment of certain make-whole premiums. The net proceeds will be used for general corporate purposes, which may include debt repayments, repurchases of CSX'sCSX’s common stock, capital investment, working capital requirements, improvements in productivity and other cost reduction initiatives atreductions.

Interest Rate Derivatives
On April 29, 2020, the Company’s major transportation units.Company executed a forward starting interest rate swap with an aggregate notional value of $250 million to hedge the benchmark interest rate associated with future interest payments related to the anticipated refinancing of $850 million of 3.25% notes due 2027. In accordance with the Derivatives and Hedging Topic in the ASC, the Company has designated this swap as a cash flow hedge. As of June 30, 2020, the asset value of the forward starting interest rate swap was $11 million and was recorded in other long-term assets on the consolidated balance sheet.

Unrealized gains or losses associated with changes in the fair value of the hedge are recorded net of tax in accumulated other comprehensive income (“AOCI”) on the consolidated balance sheet. Unless settled early, the swap will expire in 2027 and the unrealized gain or loss in AOCI will be recognized in earnings as an adjustment to interest expense over the same period during which the hedged transaction affects earnings. Unrealized gains were $9 million net of tax during the quarter and six months ended June 30, 2020.

Credit Facility
In March 2019, CSX replaced its existing $1.0 billion unsecured, revolving credit facility withhas a new $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks. The newThis facility allows same-day borrowings at floating interest rates, based on LIBOR or an agreed-upon replacement, plus a spread that depends 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. This facility expires in March 2024, and at SeptemberJune 30, 2019,2020, the Company had 0 outstanding balances under this facility.

Commitment fees and interest rates payable under the facility were similar to fees and rates available to comparably rated investment-grade borrowers. As of thirdsecond quarter 2019,2020, CSX was in compliance with all covenant requirements under this facility.


CSX Q2 2020 Form 10-Q p.20
CSX Q3 2019 Form 10-Q p.22





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 8.7. Debt and Credit Agreements, continued

Commercial Paper
Under its commercial paper program, which is backed by the revolving credit facility, the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. Proceeds from issuances of the notes are expected to be used for general corporate purposes. At SeptemberJune 30, 2019,2020, the Company had 0 outstanding debt under the commercial paper program.


NOTE 9.8.  Revenues

The Company’s revenues are primarily derived from the transportation of freight as performance obligations that arise from its contracts with customers are satisfied. The following table presents the Company’s revenues disaggregated by market as this best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors:
Second QuartersSix Months
(Dollars in millions)2020201920202019
Chemicals(a)
$531  $592  $1,157  $1,180  
Agricultural and Food Products311  358  676  702  
Forest Products(a)
194  218  411  430  
Metals and Equipment(a)
142  188  341  377  
Minerals(a)
134  147  261  272  
Fertilizers103  112  215  222  
Automotive93  329  374  640  
Total Merchandise1,508  1,944  3,435  3,823  
Coal287  557  692  1,095  
Intermodal359  436  781  864  
Other101  124  202  292  
Total$2,255  $3,061  $5,110  $6,074  
 Third Quarters Nine Months
(Dollars in millions)20192018 20192018
      
Chemicals$589
$596
 $1,766
$1,741
Agricultural and Food Products354
325
 1,056
959
Automotive297
300
 937
934
Forest Products225
223
 664
633
Metals and Equipment195
205
 571
589
Minerals145
137
 412
388
Fertilizers101
104
 323
332
Total Merchandise1,906
1,890
 5,729
5,576
      
Coal516
588
 1,611
1,660
      
Intermodal447
500
 1,311
1,439
      
Other109
151
 401
432
      
Total$2,978
$3,129
 $9,052
$9,107
(a) In first quarter 2020, changes were made in the categorization of certain lines of business, impacting Chemicals, Forest Products, Metals and Equipment, and Minerals. The impacts were not material and prior periods have been reclassified to conform to the current presentation.


Revenue Recognition
The Company generates revenue from freight billings under contracts with customers generally on a rate per carload, container or ton-basis based on length of haul and commodities carried. The Company’s performance obligation arises when it receives a bill of lading (“BOL”) to transport a customer's commodities at a negotiated price contained in a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received, a contract is formed whereby the parties are committed to perform, collectability of consideration is probable and the rights of the parties, shipping terms and conditions, and payment terms are identified. A customer may submit several BOLs for transportation services at various times throughout a service agreement term but each shipment represents a distinct service that is a separately identified performance obligation.


CSX Q2 2020 Form 10-Q p.21
CSX Q3 2019 Form 10-Q p.23





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.8.  Revenues, continued

The average transit time to complete a shipment is between 3 to 8 days depending on market. Payments for transportation services are normally billed once a BOL is received and are generally due within 15 days after the invoice date. The Company recognizes revenue over transit time of freight as it moves from origin to destination. Revenue for services started but not completed at the reporting date is allocated based on the relative transit time in each reporting period, with the portion allocated for services subsequent to the reporting date considered remaining performance obligations.

The certain key estimates included in the recognition and measurement of revenue and related accounts receivable 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 and billing discounts;
Adjustments to revenue for overcharge claims filed by customers, which are based on historical payments to customers for rate overcharges as a percentage of total billing; and
Incentive-based refunds to customers, which are primarily volume-related, are recorded as a reduction to revenue on the basis of the projected liability (this estimate is based on historical activity, current volume levels and forecasted future volume).

Revenue related to interline transportation services that involve the services of another party, such as another railroad, is reported on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue.

Other revenue is comprised of revenue from regional subsidiary railroads and incidental charges, including demurrage and switching. It is recorded upon completion of the service and accounts for an immaterial percentage of the Company's total revenue. Revenue from regional subsidiary railroads includes shipments by railroads that the Company does not directly operate. Demurrage represents charges assessed when freight cars are held by a customer beyond a specified period of time. Switching revenue is primarily generatedrepresents charges assessed when the Companya railroad switches cars for a customer or another railroad.

During the thirdsecond quarters and ninesix months 2019ended 2020 and 2018,2019, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price), was not material.

Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unearned portion of billed and unbilled amounts for cancellable freight shipments in transit. The Company expects to recognize the unearned portion of revenue for freight services in transit within one week of the reporting date. As of SeptemberJune 30, 2019, the Company had 0 material2020, remaining performance obligations.obligations were not material.

Contract Balances and Accounts Receivable
The timing of revenue recognition, billings and cash collections results in accounts receivable and customer advances and deposits (contract liabilities) on the consolidated balance sheets. The Company had 0 material contractContract assets, contract liabilities orand deferred contract costs recorded on the consolidated balance sheet as of SeptemberJune 30, 2019.


2020, were not material.
CSX Q2 2020 Form 10-Q p.22
CSX Q3 2019 Form 10-Q p.24





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.8.  Revenues, continued

The Company’s accounts receivable - net consists of freight and non-freight receivables, reduced by an allowance for doubtful accounts.credit losses.

(Dollars in millions)June 30,
2020
December 31,
2019
Freight Receivables$644  $790  
Freight Allowance for Credit Losses(17) (21) 
Freight Receivables, net627  769 ��
Non-Freight Receivables244  226  
Non-Freight Allowance for Credit Losses(11) (9) 
Non-Freight Receivables, net233  217  
Total Accounts Receivable, net$860  $986  
(Dollars in millions)September 30,
2019
December 31,
2018
   
Freight Receivables$861
$846
Freight Allowance for Doubtful Accounts(20)(18)
Freight Receivables, net841
828
   
Non-Freight Receivables269
190
Non-Freight Allowance for Doubtful Accounts(9)(8)
Non-Freight Receivables, net260
182
Total Accounts Receivable, net$1,101
$1,010


Freight receivables include amounts earned, billed and unbilled, and currently due from customers for transportation-related services. Non-freight receivables include amounts billed and unbilled and currently due related to government reimbursement receivables and other non-revenue receivables. The Company maintains an allowance for doubtful accountscredit losses to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness,risk characteristics, historical payment experience, and the age of outstanding receivables andadjusted for forward-looking economic conditions.conditions as necessary. ImpairmentCredit losses recognized on the Company’s accounts receivable were 0tnot material in the thirdsecond quarters or ninesix months 2019ended 2020 and 2018.2019.

NOTE 10.9. Income Taxes

There have been 0no material changes to the balance of unrecognized tax benefits reported at December 31, 2018.2019.



CSX Q2 2020 Form 10-Q p.23
CSX Q3 2019 Form 10-Q p.25





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.10. Fair Value Measurements

The Financial Instruments Topic in the ASC requires disclosures about fair value of financial instruments in annual reports as well as in quarterly reports. For CSX, this statement applies to certain investments, long-term debt and long-term debt.interest rate derivatives. Disclosure of the fair value of pension plan assets is only required annually. Also, this rule clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

Various inputs are considered when determining the value of the Company's investments, pension plan assets, long-term debt and long-term debt.interest rate derivatives. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

Level 1 - observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets;
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.); 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 and government securities and are carried at fair value on the consolidated balance sheet per the Fair Value Measurements and Disclosures Topic in the ASC. There are several valuation methodologies used for those assets as described below.
Certificates of Deposit and Commercial Paper (Level 2)

: Valued at amortized cost, which approximates fair value; and
Corporate Bonds and Government Securities (Level 2): Valued using broker quotes that utilize observable market inputs.

Commercial Paper and Certificates of Deposit (Level 2): Valued at amortized cost, which approximates fair value; and
Corporate Bonds and Government Securities (Level 2): Valued using broker quotes that utilize observable market inputs.
CSX Q2 2020 Form 10-Q p.24

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10. Fair Value Measurements, continued

The Company's investment assets are carried at fair value on the consolidated balance sheets as summarized in the 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 $1,118 million and $340 million as of September 30, 2019 and December 31, 2018, respectively.

(Dollars in Millions)June 30,
2020
December 31,
2019
Commercial Paper and Certificates of Deposit$202  $989  
Corporate Bonds67  59  
Government Securities35  36  
Total investments at fair value$304  $1,084  
Total investments at amortized cost$294  $1,076  
(Dollars in Millions)September 30,
2019
December 31,
2018
Certificates of Deposit and Commercial Paper$1,029
$250
Corporate Bonds62
56
Government Securities35
35
Total investments at fair value$1,126
$341



CSX Q3 2019 Form 10-Q p.26





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Fair Value Measurements, continued

These investments have the following maturities:
(Dollars in millions)June 30,
2020
December 31,
2019
Less than 1 year$203  $996  
1 - 5 years11  10  
5 - 10 years37  25  
Greater than 10 years53  53  
Total investments at fair value$304  $1,084  
(Dollars in millions)September 30,
2019
 December 31,
2018
Less than 1 year$1,037
 $253
1 - 5 years9
 14
5 - 10 years26
 26
Greater than 10 years54
 48
Total investments at fair value$1,126
 $341


Long-term Debt
Long-term debt is reported at carrying amount on the consolidated balance sheets and is the Company's only financial instrument with fair values significantly different from their carrying amounts. The majority of the Company's long-term debt is valued with assistance from an independenta third party adviser that utilizes closing transactions, market quotes or market values of comparable debt. For those instruments not valued by the independent adviser,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 independent adviser.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. Under current accounting rules, the fair value of debtIt does not impact the financial statements.statements under current accounting rules. The fair value and carrying value of the Company's long-term debt is as follows:
(Dollars in millions)June 30,
2020
December 31,
2019
Long-term Debt (Including Current Maturities):
Fair Value$20,733  $18,503  
Carrying Value16,506  16,238  
(Dollars in millions)September 30,
2019
 December 31,
2018
Long-term Debt (Including Current Maturities):   
Fair Value$18,923
 $14,914
Carrying Value16,737
 14,757




CSX Q2 2020 Form 10-Q p.25
CSX Q3 2019 Form 10-Q p.27





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10. Fair Value Measurements, continued

Interest Rate Derivatives
The Company’s forward starting interest rate swap is carried at fair value and is valued with assistance from a third party based upon pricing models using inputs observed from actively quoted markets. All of the inputs used to determine the fair value of the swap are Level 2 inputs. The fair value of the Company’s forward starting interest rate swap asset was $11 million at June 30, 2020. See Note 7, Debt and Credit Agreements for further information.

NOTE 12.11.  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.liabilities as well as other adjustments. Total comprehensive earnings represent the activity for a period net of tax and were $863$519 million and $901$874 million for thirdsecond quarters 2020 and $2.62019 and $1.3 billion and $2.4$1.7 billion for the ninesix months2019 2020 and 2018,2019, 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, interest rate derivatives and CSX's share of AOCI of equity method investees.

Changes in the AOCI balance by component are shown in the following table. Amounts reclassified in pension and other post-employment benefits to net earnings relate to the amortization of actuarial losses and are included in other income - net on the consolidated income statements. See Note 7,6, Employee Benefit Plans, for further information. Interest rate derivatives consist of forward starting interest rate swaps classified as cash flow hedges. See Note 7, Debt and Credit Agreements 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 equity earnings of affiliatesmaterials, supplies and other or equipment and other rents on the consolidated income statements.
Pension and Other Post-Employment BenefitsInterest Rate DerivativesOtherAccumulated Other Comprehensive Income (Loss)
(Dollars in millions)
Balance December 31, 2019, Net of Tax$(619) $—  $(56) $(675) 
Other Comprehensive Income (Loss)
Income (Loss) Before Reclassifications—  11  (8)  
Amounts Reclassified to Net Earnings28  —  —  28  
Tax Expense(6) (2) —  (8) 
Total Other Comprehensive Income (Loss)22   (8) 23  
Balance June 30, 2020, Net of Tax$(597) $ $(64) $(652) 
 Pension and Other Post-Employment Benefits Other Accumulated Other Comprehensive Income (Loss)
(Dollars in millions)     
Balance December 31, 2018, Net of Tax$(604) $(57) $(661)
Other Comprehensive Income (Loss)     
Loss Before Reclassifications
 (5) (5)
Amounts Reclassified to Net Earnings18
 6
 24
Tax Expense(4) (2) (6)
Total Other Comprehensive Income (Loss)14
 (1) 13
Balance September 30, 2019, Net of Tax$(590) $(58) $(648)



NOTE 13.    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 following tables.Q2 2020 Form 10-Q p.26

CSX Q3 2019 Form 10-Q p.28





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13.Summarized Consolidating Financial Data, continued

 Consolidating Income Statements
 (Dollars in millions)
Third Quarter 2019 CSX Corporation CSX TransportationEliminations and OtherConsolidated
 Revenue$
$2,958
$20
$2,978
 Expense(138)1,862
(33)1,691
 Operating Income138
1,096
53
1,287
     
 Equity in Earnings of Subsidiaries883

(883)
 Interest (Expense) / Benefit(220)(11)45
(186)
 Other Income / (Expense) - Net9
47
(32)24
     
 Earnings Before Income Taxes810
1,132
(817)1,125
 Income Tax Benefit / (Expense)46
(267)(48)(269)
 Net Earnings$856
$865
$(865)$856
     
Total Comprehensive Earnings$863
$864
$(864)$863
     
Third Quarter 2018 CSX Corporation CSX TransportationEliminations and OtherConsolidated
 Revenue$
$3,110
$19
$3,129
 Expense(86)1,952
(30)1,836
 Operating Income86
1,158
49
1,293
     
 Equity in Earnings of Subsidiaries953

(953)
 Interest (Expense) / Benefit(190)(11)39
(162)
 Other Income / (Expense) - Net6
35
(22)19
     
 Earnings Before Income Taxes855
1,182
(887)1,150
 Income Tax Benefit / (Expense)39
(278)(17)(256)
 Net Earnings$894
$904
$(904)$894
     
Total Comprehensive Earnings$901
$903
$(903)$901


CSX Q3 2019 Form 10-Q p.29





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13.Summarized Consolidating Financial Data, continued

 Consolidating Income Statements
 (Dollars in millions)
Nine Months 2019 CSX Corporation CSX Transportation Eliminations and Other Consolidated
 Revenue$
$8,992
$60
$9,052
 Expense(413)5,776
(122)5,241
 Operating Income413
3,216
182
3,811
     
 Equity in Earnings of Subsidiaries2,683

(2,683)
 Interest (Expense) / Benefit(658)(32)142
(548)
 Other Income / (Expense) - Net28
150
(106)72
     
 Earnings Before Income Taxes2,466
3,334
(2,465)3,335
 Income Tax (Expense) / Benefit94
(788)(81)(775)
 Net Earnings$2,560
$2,546
$(2,546)$2,560
     
Total Comprehensive Earnings$2,573
$2,542
$(2,542)$2,573
     
Nine Months 2018 CSX Corporation CSX Transportation Eliminations and Other Consolidated
 Revenue$
$9,050
$57
$9,107
 Expense(248)5,843
(108)5,487
 Operating Income248
3,207
165
3,620
     
 Equity in Earnings of Subsidiaries2,653

(2,653)
 Interest (Expense) / Benefit(535)(28)95
(468)
 Other Income / (Expense) - Net16
87
(49)54
     
 Earnings Before Income Taxes2,382
3,266
(2,442)3,206
 Income Tax (Expense) / Benefit84
(776)(48)(740)
 Net Earnings$2,466
$2,490
$(2,490)$2,466
     
Total Comprehensive Earnings$2,378
$2,484
$(2,484)$2,378
     



CSX Q3 2019 Form 10-Q p.30





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13.Summarized Consolidating Financial Data, continued

 Consolidating Balance Sheet
 (Dollars in millions)
September 30, 2019 CSX Corporation CSX TransportationEliminations and OtherConsolidated
     
ASSETS
 Current Assets    
 Cash and Cash Equivalents$1,355
$152
$14
$1,521
 Short-term Investments1,028

9
1,037
 Accounts Receivable - Net2
1,044
55
1,101
 Receivable from Affiliates874
6,918
(7,792)
 Materials and Supplies
235

235
 Other Current Assets(1)50
17
66
   Total Current Assets3,258
8,399
(7,697)3,960
     
 Properties1
42,055
2,956
45,012
 Accumulated Depreciation(1)(11,231)(1,702)(12,934)
 Properties - Net
30,824
1,254
32,078
     
 Investments in Conrail

969
969
 Affiliates and Other Companies(39)904
15
880
 Investments in Consolidated Subsidiaries33,966

(33,966)
 Right-of-Use Lease Asset
519
20
539
 Other Long-term Assets3
608
(242)369
   Total Assets$37,188
$41,254
$(39,647)$38,795
     
LIABILITIES AND SHAREHOLDERS' EQUITY  
 Current Liabilities    
 Accounts Payable$200
$832
$69
$1,101
 Labor and Fringe Benefits Payable36
411
39
486
 Payable to Affiliates8,959
385
(9,344)
 Casualty, Environmental and Other Reserves
95
15
110
 Current Maturities of Long-term Debt500
245

745
 Income and Other Taxes Payable(428)570
13
155
 Other Current Liabilities
197
11
208
   Total Current Liabilities9,267
2,735
(9,197)2,805
     
 Casualty, Environmental and Other Reserves
161
34
195
 Long-term Debt15,532
460

15,992
 Deferred Income Taxes - Net(150)6,755
277
6,882
 Long-term Lease Liability
481
13
494
 Other Long-term Liabilities675
203
(330)548
   Total Liabilities$25,324
$10,795
$(9,203)$26,916
     
 Shareholders' Equity    
 Common Stock, $1 Par Value$782
$181
$(181)$782
 Other Capital314
5,096
(5,096)314
 Retained Earnings11,416
25,118
(25,118)11,416
 Accumulated Other Comprehensive Loss(648)49
(49)(648)
 Noncontrolling Interest
15

15
 Total Shareholders' Equity$11,864
$30,459
$(30,444)$11,879
 Total Liabilities and Shareholders' Equity$37,188
$41,254
$(39,647)$38,795




CSX Q3 2019 Form 10-Q p.31





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13.Summarized Consolidating Financial Data, continued

Consolidating Balance Sheet
(Dollars in millions)
December 31, 2018 CSX Corporation CSX TransportationEliminations and Other Consolidated
ASSETS
 Current Assets    
 Cash and Cash Equivalents$716
$130
$12
$858
 Short-term Investments250

3
253
 Accounts Receivable - Net1
1,003
6
1,010
 Receivable from Affiliates1,020
5,214
(6,234)
 Materials and Supplies
263

263
 Other Current Assets63
104
14
181
   Total Current Assets2,050
6,714
(6,199)2,565
     
 Properties1
41,897
2,907
44,805
 Accumulated Depreciation(1)(11,194)(1,612)(12,807)
 Properties - Net
30,703
1,295
31,998
     
 Investments in Conrail

943
943
 Affiliates and Other Companies(39)859
16
836
 Investment in Consolidated Subsidiaries32,033

(32,033)
 Other Long-term Assets2
598
(213)387
   Total Assets$34,046
$38,874
$(36,191)$36,729
     
LIABILITIES AND SHAREHOLDERS' EQUITY  
 Current Liabilities    
 Accounts Payable$132
$763
$54
$949
 Labor and Fringe Benefits Payable41
440
69
550
 Payable to Affiliates6,973
633
(7,606)
 Casualty, Environmental and Other Reserves
99
14
113
 Current Maturities of Long-term Debt
18

18
 Income and Other Taxes Payable(290)392
4
106
 Other Current Liabilities11
162
6
179
   Total Current Liabilities6,867
2,507
(7,459)1,915
     
 Casualty, Environmental and Other Reserves
176
35
211
 Long-term Debt14,029
710

14,739
 Deferred Income Taxes - Net(134)6,601
223
6,690
 Other Long-term Liabilities721
211
(338)594
   Total Liabilities$21,483
$10,205
$(7,539)$24,149
     
 Shareholders' Equity    
 Common Stock, $1 Par Value$818
$181
$(181)$818
 Other Capital249
5,096
(5,096)249
 Retained Earnings12,157
23,322
(23,322)12,157
 Accumulated Other Comprehensive Loss(661)53
(53)(661)
 Noncontrolling Minority Interest
17

17
   Total Shareholders' Equity$12,563
$28,669
$(28,652)$12,580
   Total Liabilities and Shareholders' Equity$34,046
$38,874
$(36,191)$36,729



CSX Q3 2019 Form 10-Q p.32





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13.Summarized Consolidating Financial Data, continued

Consolidating Cash Flow Statements
(Dollars in millions)
Nine Months 2019
CSX
Corporation
CSX
Transportation
Eliminations and OtherConsolidated
Operating Activities    
Net Cash Provided by (Used in) Operating Activities$2,732
$1,629
$(624)$3,737
Investing Activities 
  
Property Additions
(1,085)(106)(1,191)
Proceeds from Property Dispositions
218

218
Purchases of Short-term Investments(2,255)

(2,255)
Proceeds from Sales of Short-term Investments1,480


1,480
Other Investing Activities4
33
(18)19
Net Cash Used in Investing Activities(771)(834)(124)(1,729)
Financing Activities    
Long-term Debt Issued2,000


2,000
Long-term Debt Repaid
(18)
(18)
Dividends Paid(577)(750)750
(577)
Shares Repurchased(2,767)

(2,767)
Other Financing Activities22
(5)
17
Net Cash (Used in) Provided by Financing Activities(1,322)(773)750
(1,345)
Net Increase in Cash and Cash Equivalents639
22
2
663
Cash and Cash Equivalents at Beginning of Period716
130
12
858
Cash and Cash Equivalents at End of Period$1,355
$152
$14
$1,521



CSX Q3 2019 Form 10-Q p.33





CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13.Summarized Consolidating Financial Data, continued

Consolidating Cash Flow Statements
(Dollars in millions)
Nine Months 2018
 CSX
Corporation
CSX
Transportation
Eliminations and OtherConsolidated
Operating Activities    
Net Cash Provided by (Used in) Operating Activities$2,417
$1,792
$(803)$3,406
Investing Activities    
Property Additions
(1,134)(106)(1,240)
Proceeds from Property Dispositions
257

257
Purchases of Short-term Investments(609)
(2)(611)
Proceeds from Sales of Short-term Investments

15
15
Other Investing Activities(1)(149)142
(8)
Net Cash (Used in) Provided by Investing Activities(610)(1,026)49
(1,587)
Financing Activities    
Long-term Debt Issued2,000


2,000
Long-term Debt Repaid
(19)
(19)
Dividends Paid(570)(750)750
(570)
Shares Repurchased(2,816)

(2,816)
Accelerated Share Repurchase Pending Final Settlement(100)

(100)
Other Financing Activities(58)(2)8
(52)
Net Cash (Used in) Provided by Financing Activities(1,544)(771)758
(1,557)
Net Increase (Decrease) in Cash and Cash Equivalents263
(5)4
262
Cash and Cash Equivalents at Beginning of Period274
121
6
401
Cash and Cash Equivalents at End of Period$537
$116
$10
$663


CSX Q3 2019 Form 10-Q p.34






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

THIRD
SECOND QUARTER 20192020 HIGHLIGHTS

Revenue decreased $151$806 million, or 5%26% year over year.
Expenses decreased$329 million, or 19% year over year.
$145 million, or 8% year over year.
Operating income of $1.3 billion$828 million decreased $6$477 million year over year.
Operating ratio of 56.8% improved 19063.3% increased 590 basis points versus last year's quarter.
Earnings per diluted share of $1.08 increased$0.03, or 3% year over year.

Earnings per diluted share of $0.65 decreased$0.43, or 40% year over year.
 Third Quarters Nine Months
 20192018
Fav /
(Unfav)
% Change 20192018Fav /
(Unfav)
% Change
Volume (in thousands)
1,569
1,656
(87)(5)% 4,681
4,834
(153)(3)%
          
(in millions)         
Revenue$2,978
$3,129
$(151)(5) $9,052
$9,107
$(55)(1)
Expense1,691
1,836
1458 5,241
5,487
2464
Operating Income$1,287
$1,293
$(6)—% $3,811
$3,620
$1915%
          
Operating Ratio56.8%58.7%190 bps 57.9%60.3%240 bps
          
Earnings Per Diluted Share$1.08
$1.05
$0.033% $3.18
$2.83
$0.3512%


Second QuartersSix Months
20202019Fav /
(Unfav)
% Change20202019Fav /
(Unfav)
% Change
Volume (in thousands)
1,257  1,581  (324) (20)%2,771  3,112  (341)(11)%
(in millions)
Revenue$2,255  $3,061  $(806) (26)$5,110  $6,074  $(964)(16)
Expense1,427  1,756  329  193,104  3,550  44613
Operating Income$828  $1,305  $(477) (37)%$2,006  $2,524  $(518)(21)%
Operating Ratio63.3 %57.4 %(590)  bps60.7 %58.4 %(230)  bps
Earnings Per Diluted Share$0.65  $1.08  $(0.43) (40)%$1.65  $2.10  $(0.45)(21)%


        

CSX Q3 2019 Form 10-Q p.35
CSX Q2 2020 Form 10-Q p.27





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

Weaker global economic conditions, including the effects of the novel coronavirus ("COVID-19") global pandemic, have significantly impacted and will continue to impact the Company's results of operations. Demand for rail services has been affected by the disruption of global manufacturing, supply chains and consumer spending as a result of the COVID-19 pandemic. While operating cash flows have also been impacted by these economic conditions, the Company maintains a strong cash balance and access to committed funding sources and other sources of external liquidity if required. As this is a dynamic situation, it is difficult to determine the future impacts of the pandemic. The ultimate magnitude of COVID-19, including the extent of its impact on the Company’s financial and operating results, will be determined by the length of time that the pandemic continues, its effect on the demand for the Company’s transportation services and the supply chain, as well as the effect of governmental regulations imposed in response to the pandemic.

        CSX will continue to adapt its business operations to ensure safety while providing a high level of service for customers as efficient and reliable rail service is essential to keeping supply chains fluid in response to this challenge. A cross-functional task force continues to monitor and coordinate the Company’s response to COVID-19. Policies and procedures established to protect the health and safety of employees and customers and to safeguard CSX operations include rigorous cleaning regimens for equipment and facilities, provision of sanitation supplies, distribution of disposable face coverings, facilitation of social distancing measures and administration of temperature testing at certain facilities. Additionally, remote work assignments have been arranged where possible in order to reduce the density of employees in a single location, and alternative locations for key functions, such as dispatch, have been utilized as needed.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide relief to businesses in response to the COVID-19 pandemic. The most significant impacts to the Company include the deferral of federal estimated tax payments to third quarter 2020 and the deferral of certain payroll tax payments to 2021 and 2022. The provisions of the CARES Act are not expected to have an impact on CSX’s results of operations or effective tax rate.
CSX Q2 2020 Form 10-Q p.28

Volume and Revenue (Unaudited)
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
Third Quarters
 Volume Revenue Revenue Per Unit
 2019 2018 % Change 2019 2018 % Change 2019 2018 % Change
Chemicals166
 172
 (3)% $589
 $596
 (1)% $3,548
 $3,465
 2 %
Agricultural and Food Products119
 112
 6
 354
 325
 9
 2,975
 2,902
 3
Automotive110
 111
 (1) 297
 300
 (1) 2,700
 2,703
 
Minerals90
 85
 6
 145
 137
 6
 1,611
 1,612
 
Forest Products73
 74
 (1) 225
 223
 1
 3,082
 3,014
 2
Metals and Equipment65
 69
 (6) 195
 205
 (5) 3,000
 2,971
 1
Fertilizers60
 60
 
 101
 104
 (3) 1,683
 1,733
 (3)
Total Merchandise683
 683
 
 1,906
 1,890
 1
 2,791
 2,767
 1
Coal213
 234
 (9) 516
 588
 (12) 2,423
 2,513
 (4)
Intermodal673
 739
 (9) 447
 500
 (11) 664
 677
 (2)
Other
 
 
 109
 151
 (28) 
 
 
Total1,569
 1,656
 (5)% $2,978
 $3,129
 (5)% $1,898
 $1,889
  %
                  
Nine Months
 Volume Revenue Revenue Per Unit
 2019 2018 % Change 2019 2018 % Change 2019 2018 % Change
Chemicals505
 503
  % $1,766
 $1,741
 1 % $3,497
 $3,461
 1 %
Agricultural and Food Products351
 331
 6
 1,056
 959
 10
 3,009
 2,897
 4
Automotive346
 341
 1
 937
 934
 
 2,708
 2,739
 (1)
Minerals248
 237
 5
 412
 388
 6
 1,661
 1,637
 1
Forest Products217
 212
 2
 664
 633
 5
 3,060
 2,986
 2
Metals and Equipment192
 202
 (5) 571
 589
 (3) 2,974
 2,916
 2
Fertilizers183
 188
 (3) 323
 332
 (3) 1,765
 1,766
 
Total Merchandise2,042
 2,014
 1
 5,729
 5,576
 3
 2,806
 2,769
 1
Coal651
 657
 (1) 1,611
 1,660
 (3) 2,475
 2,527
 (2)
Intermodal1,988
 2,163
 (8) 1,311
 1,439
 (9) 659
 665
 (1)
Other
 
 
 401
 432
 (7) 
 
 
Total4,681
 4,834
 (3)% $9,052
 $9,107
 (1)% $1,934
 $1,884
 3 %


CSX Q3 2019 Form 10-Q p.36





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


Volume and Revenue (Unaudited)
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
Second Quarters
 VolumeRevenueRevenue Per Unit
 20202019% Change20202019% Change20202019% Change
Chemicals(a)
152  173  (12)%$531  $592  (10)%$3,493  $3,422  %
Agricultural and Food Products102  118  (14) 311  358  (13) 3,049  3,034  —  
Minerals(a)
83  90  (8) 134  147  (9) 1,614  1,633  (1) 
Forest Products(a)
64  71  (10) 194  218  (11) 3,031  3,070  (1) 
Fertilizers60  61  (2) 103  112  (8) 1,717  1,836  (6) 
Metals and Equipment(a)
48  63  (24) 142  188  (24) 2,958  2,984  (1) 
Automotive35  121  (71) 93  329  (72) 2,657  2,719  (2) 
Total Merchandise544  697  (22) 1,508  1,944  (22) 2,772  2,789  (1) 
Coal127  226  (44) 287  557  (48) 2,260  2,465  (8) 
Intermodal586  658  (11) 359  436  (18) 613  663  (8) 
Other—  —  —  101  124  (19) —  —  —  
Total1,257  1,581  (20)%$2,255  $3,061  (26)%$1,794  $1,936  (7)%
Six Months
 VolumeRevenueRevenue Per Unit
 20202019% Change20202019% Change20202019% Change
Chemicals(a)
330  340  (3)%$1,157  $1,180  (2)%$3,506  $3,471  %
Agricultural and Food Products223  232  (4) 676  702  (4) 3,031  3,026  —  
Minerals(a)
157  160  (2) 261  272  (4) 1,662  1,700  (2) 
Forest Products(a)
135  141  (4) 411  430  (4) 3,044  3,050  —  
Fertilizers118  123  (4) 215  222  (3) 1,822  1,805   
Metals and Equipment(a)
115  127  (9) 341  377  (10) 2,965  2,969  —  
Automotive139  236  (41) 374  640  (42) 2,691  2,712  (1) 
Total Merchandise1,217  1,359  (10) 3,435  3,823  (10) 2,823  2,813  —  
Coal308  438  (30) 692  1,095  (37) 2,247  2,500  (10) 
Intermodal1,246  1,315  (5) 781  864  (10) 627  657  (5) 
Other—  —  —  202  292  (31) —  —  —  
Total2,771  3,112  (11)%$5,110  $6,074  (16)%$1,844  $1,952  (6)%

Third Quarter 2019

Revenue
Revenue decreased 5 percent year over year due to intermodal and coal volume decreases, lower other revenue and decreases(a) In first quarter 2020, changes were made in fuel recovery, partially offset by pricing gains across nearly all markets and favorable mix.

Merchandise Volume
Chemicals - Declined due to reduced natural gas liquids and fly ash shipments, partially offset by growth in industrial chemicals as well as industrial and municipal waste.

Agricultural and Food Products - Increased due to gains in feed grain and ingredients, sweeteners and oils, and ethanol.

Automotive - Declined due to lower passenger car shipments, partially offset by higher shipmentsthe categorization of trucks and SUVs.

Minerals - Increased due to higher shipments for construction and paving projects.

certain lines of business, impacting Chemicals, Forest Products, - Declined due to reduced pulpboard shipments, partially offset by higher demand for wood pulp.

Metals and Equipment, - Declined due and Minerals. The impacts were not material and prior periods have been reclassified to reduced metals shipments, primarily inconform to the steel, construction and scrap markets.current presentation.


Fertilizers - Volume gains on short-haul phosphate shipments were offset by declines in long-haul fertilizer shipments.
Coal Volume
Domestic coal volume declined primarily due to lower shipments of utility coal as a result of continued competition from natural gas. Export coal volume declined due to lower international shipments of both thermal and metallurgical coal as global benchmark prices declined.

Intermodal Volume
Domestic and international volumes declined primarily due to rationalization of low-density lanes.

Other Revenue
Other revenue decreased $42 million versus prior year primarily due to lower revenue for storage at intermodal facilities and demurrage.

CSX Q2 2020 Form 10-Q p.29
CSX Q3 2019 Form 10-Q p.37





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


Second Quarter 2020
Expenses
ExpensesRevenue
The effects of $1.7 billionthe COVID-19 pandemic significantly impacted overall volume in the second quarter 2020. Total revenue decreased $145 million, or 8 percent year over year, primarily driven by efficiency gains as well as26% in second quarter 2020 when compared to second quarter 2019 due to volume savingsdeclines, unfavorable mix, decreases in fuel recovery, declines in coal pricing and lower fuel prices, partially offset by inflation.

Labor and Fringe expense decreased $57 million due to the following:
Efficiency and volume savings of $54 million primarily resulted from lower headcount and reduced crew starts.
Other cost savings were partially offset by inflation.

Materials, Supplies and Other expense decreased $59 million due to the following:
Efficiency and volume savings of $64 million primarily resulted from lower operating support costs, lower trucking and terminal costs and reduced equipment maintenance expenses.
Gains from real estate and line sales were $65 million in 2019 compared to $53 million in 2018.
All other costs increased $17 million primarily due to a $22 million non-railroad asset impairment related to an intermodal terminal sale agreement.

Depreciation expense increased $4 million primarily due to a larger asset base.

Fuel expense decreased $45 million primarily due to a 13% price decrease, record fuel efficiency and lower volume.revenue. These decreases were partially offset by a $15 million net expense related to state fuel tax matters.pricing gains in merchandise and intermodal.


Merchandise Volume
Equipment and Other RentsChemicals expense increased $15 million primarily- Decreased due to several non-significant items, including inflation,lower shipments of industrial chemicals, energy and waste.

Agricultural and Food Products - Declined due to lower shipments of food and consumer products, grain and feed, and ethanol.

Minerals - Decreased due to lower shipments of cement, lime and limestone, and other minerals.

Forest Products - Declined due to lower shipments of building products and printing paper, partially offset by volume and efficiency savings.higher shipments of pulpboard.

Interest Expense
Interest expense increased $24 million primarilyFertilizers - Decreased due to lower long-haul fertilizer shipments, which was partially offset by higher average debt balances.

Other Income - Netshort-haul phosphate shipments.
Other income
Metals and Equipment - net increasedDeclined due to reduced metals shipments driven by lower automotive and industrial production.

Automotive - $5 million primarilyDeclined due to increased interest incomelower North American vehicle production primarily associated with plant closures resulting from COVID-19.
Coal Volume
        Domestic coal declined due to lower shipments of utility coal as a result of higher average investment balances.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 and metallurgical coal as a result of lower global benchmark prices.


Intermodal Volume
Income Tax Expense        Declines in both domestic and international shipments were primarily driven by the global economic impacts from COVID-19.
Income tax expense increased $13
Other Revenue
        Other revenue decreased $23 million versus prior year primarily due to benefitslower affiliate revenue as well as declines in 2018 related to the resolution of a state tax matterdemurrage and a federal deferred tax adjustment, partially offset by lower earnings before income taxes.

intermodal storage.
CSX Q2 2020 Form 10-Q p.30
CSX Q3 2019 Form 10-Q p.38





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


Expenses
Nine Months Results        Expenses of Operations

$1.4 billion decreased $329 million, or 19% in second quarter 2020 when compared to second quarter 2019 primarily driven by volume and efficiency savings as well as lower fuel costs.
Revenue
Labor and Fringe expense decreased $55$141 million due to the following:
Volume and efficiency savings of $109 million primarily resulted from reduced crew starts and lower headcount.
Total incentive compensation decreased $39 million primarily due to volume decreases, particularly in intermodal, partially offset by price increases and favorable mix.lower expected payouts on existing plans.

Total expense decreased $246Other costs increased $7 million primarily due to labor, fuel and other operational efficiencies$10 million of severance expense in addition to volume-related savings and lower fuel prices,the quarter, partially offset by inflation.other non-significant items.

Interest expenseMaterials, Supplies and Other expense decreased $38 million due to the following:
Volume and efficiency savings of $84 million primarily resulted from lower recurring operating support costs, lower terminal costs and reduced equipment maintenance expenses.
Gains from real estate and line sales were $11 million in 2020 compared to $37 million in 2019.
All other costs increased $80$20 million primarily driven by $9 million for COVID-19 supplies and other non-significant items including asset impairments and inflation.

Depreciation expense increased $7 million primarily due to the results of a 2019 equipment depreciation study.

Fuel expense decreased $143 million due to a 50% price decrease, lower volumes and record fuel efficiency.

Equipment and Other Rents expense decreased $14 million primarily driven by reduced freight car rents on significantly lower volume levels.

Interest Expense
Interest expense increased $7 million primarily due to higher average debt balances.balances, partially offset by lower average interest rates.


Other Income - Net
Other income - net increased $18 decreased $10 millionprimarily due to increasedlower interest income as a result ofrates associated with changes in asset holdings from short-term investments to cash, partially offset by higher average cash and short-term investment balances.


Income Tax Expense
Income tax expense increased $35 decreased $123 millionprimarily due to increasedlower earnings before income taxes as well as benefits in 2018 related to state legislative changes and a federal deferred tax adjustment. These increases were partially offset by tax benefits from the impacts of options exercises and the vesting of other equity awards.


taxes.
CSX Q2 2020 Form 10-Q p.31
CSX Q3 2019 Form 10-Q p.39





CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months Results of Operations

Revenue decreased $964 million due to volume declines, unfavorable mix, lower other revenue, decreases in fuel recovery and declines in coal pricing. These decreases were partially offset by pricing gains in merchandise and intermodal.

Total expense decreased $446 million driven by lower volume-related costs; savings from labor, fuel and other operational efficiencies; fuel price savings and decreased incentive compensation costs. These decreases were partially offset by lower gains from real estate and line sales as well as inflation.

Interest expense increased $16 million primarily due to higher average debt balances, partially offset by lower average interest rates.

Other income - net decreased $11 million primarily due to lower interest rates associated with changes in asset holdings from short-term investments to cash, partially offset by higher average cash and short-term investment balances.

Income tax expense decreased $110 million primarily due to lower earnings before income taxes, partially offset by lower benefits from the impacts of option exercises and the vesting of other equity awards.
CSX Q2 2020 Form 10-Q p.32


CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Non-GAAP Measures - Unaudited
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. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.

Adjusted 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. Adjusted free cash flow excludes the impact of cash payments for restructuring charge. Free cash flow and adjusted free cash flow should be considered in addition to, rather than a substitute for, cash provided by operating activities. The increasedecrease in adjusted free cash flow before dividends from the prior year of $357$242 million is primarily due to higher cashlower proceeds from operating activitiesproperty dispositions and lower property additions.net cash provided by operating activities.

The following table reconciles cash provided by operating activities (GAAP measure) to adjusted free cash flow, after restructuring, before dividends (non-GAAP measure). The restructuring charge impact to free cash flow in 2018 was tax effected using the Company's applicable tax rate.
Six Months
(Dollars in millions)20202019
Net cash provided by operating activities$2,184  $2,267  
Property Additions(801) (769) 
Other Investing Activities 130  
Free Cash Flow (before payment of dividends)$1,386  $1,628  
 Nine Months
(Dollars in millions)20192018
Net cash provided by operating activities$3,737
$3,406
Property Additions(1,191)(1,240)
Other Investing Activities237
249
Free Cash Flow (before payment of dividends)2,783
2,415
Add back: Cash Payments for Restructuring Charge (after-tax) (a)

11
Adjusted Free Cash Flow Before Dividends (non-GAAP)$2,783
$2,426
(a) The Company made cash payments related to the restructuring charge of $14 million in the nine months ended 2018.

Operating Statistics (Estimated)
The Company strives for continuous improvement in safety and service performance through training, innovation and investment. Investment in training and technology also is designed to allow the Company's employees to have an additional layer of protection that can detect and avoid many types of human factor incidents. Safety programs are designed to prevent incidents that can adversely impact employees, customers and communities. Continued capital investment in the Company's assets, including track, bridges, signals, equipment and detection technology also supports safety performance.

Train velocity, and terminal dwell and cars online in the following table are calculated using methodologies that differ from those prescribed by the Surface Transportation Board ("STB") as the Company believes these numbers more accurately reflect railroad performance. Train velocity and dwellThese metrics will continue to be reported, using the prescribed methodology, to the STB on a weekly basis.

See additional discussion on the Company's website.
CSX Q2 2020 Form 10-Q p.33
CSX Q3 2019 Form 10-Q p.40





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


Operating performance remained strong in the third quarter of 2019 as trainTrain velocity improved 13% to record levels for the third quarter,increased by 6% year over year while car dwell remained relatively stable near record levels.increased 2%. The Company remains focused on executing the operationaloperating plan to deliver further service gains, improveimproved transit times and driveincreased asset utilization while controllingcontinuing to control costs.
        From a safety perspective, CSX had an all-time low number of FRA-reportable train accidents in the second quarter of 2020. This improvement was outpaced by a significant reduction in train miles, which caused the FRA reportabletrain accident rate to degrade 9% year over year to 2.33. The FRA personal injury frequency index of 0.84 for the third quarter 2019 improved 6%year over year, driven by a significant reduction1.16 in the number ofsecond quarter degraded 40% versus the prior year as an increase in FRA-reportable personal injuries. Similarly,injuries was compounded by lower man-hours in the FRA train accident frequency rate of 1.59for the quarter improved 51% year over year, driven by an all-time record low number of FRA reported train accidents.

quarter. The Company is committed to continuous safety improvement and remains focused on reducing risk and enhancing the overall safety of its employees, customers and the communities in which the Company operates.


Third Quarters Nine Months
 20192018
Improvement/
(Deterioration)
 20192018
Improvement/
(Deterioration)
Operations Performance       
Train Velocity (Miles per hour)(a)
20.3
18.0
13 % 20.2
17.7
14 %
Dwell (Hours)(a)
9.2
8.9
(3)% 9.0
9.6
6 %
        
Revenue Ton-Miles (Billions)       
Merchandise32.1
32.0
 % 96.7
96.2
1 %
Coal10.3
12.0
(14)% 31.7
34.1
(7)%
Intermodal6.7
7.3
(8)% 20.0
22.0
(9)%
Total Revenue Ton-Miles49.1
51.3
(4)% 148.4
152.3
(3)%
        
Total Gross Ton-Miles (Billions)
97.1
102.1
(5)% 293.7
301.8
(3)%
On-Time Originations93%85%9 % 88%84%5 %
On-Time Arrivals(b)
79%80%(1)% 77%75%3 %
        
Safety       
FRA Personal Injury Frequency Index0.84
0.89
6 % 0.80
1.04
23 %
FRA Train Accident Rate1.59
3.27
51 % 2.11
3.82
45 %


Second QuartersSix Months
20202019Improvement/
(Deterioration)
20202019Improvement/
(Deterioration)
Operations Performance
Train Velocity (Miles per hour)
21.2  20.0  %21.2  20.2  %
Dwell (Hours)
8.9  8.7  (2)%8.6  8.6  — %
Cars Online98,606  120,919  18 %104,703  119,959  13 %
Revenue Ton-Miles (Billions)
Merchandise27.8  33.0  (16)%60.9  64.6  (6)%
Coal6.0  10.9  (45)%14.6  21.4  (32)%
Intermodal6.1  6.8  (10)%12.9  13.3  (3)%
Total Revenue Ton-Miles39.9  50.7  (21)%88.4  99.3  (11)%
Total Gross Ton-Miles (Billions)
77.0  99.9  (23)%172.3  196.6  (12)%
On-Time Originations88 %88 %— %90 %85 %%
On-Time Arrivals(a)
84 %73 %15 %84 %77 %%
Safety
FRA Personal Injury Frequency Index1.16  0.83  (40)%0.86  0.81  (6)%
FRA Train Accident Rate2.33  2.13  (9)%2.19  2.47  11 %
Certain operating statistics are estimated and can continue to be updated as actuals settle.
(a) The methodology for calculating train velocity and dwell differ from that prescribed by the STB. CSXT will continue to report train velocity and dwell, using the prescribed methodology, to the STB on a weekly basis. See additional discussion on the Company's website.
(b) Beginning in the third quarter 2019, the calculation of on-time arrivals has changed to consider a train "on time" if it is delivered within two hours of scheduled arrival. Prior year periods have been restated to conform to this change.

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.

CSX Q2 2020 Form 10-Q p.34
CSX Q3 2019 Form 10-Q p.41





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


LIQUIDITY AND CAPITAL RESOURCES
The following are material changes in the significant cash flows, sources of cash and liquidity, capital investments, consolidated balance sheets and working capital, which provide an update to the discussion included in CSX's most recent annual report on Form 10-K.

Material Changes in Significant Cash Flows
Significant Cash Flows
The following chart highlights the components of the net increasesincrease of $663 million$1.4 billion and $262net decrease of $5 million in cash and cash equivalents for operating, investing and financing activities for ninesix months ended 20192020 and 2018,2019, respectively.
chart-998648afdd055e0ba05.jpg
csx-20200630_g2.jpgchart-3645a2f831185f96aa4.jpgcsx-20200630_g3.jpgchart-9a7ddecf772d5b31835.jpgcsx-20200630_g4.jpg
Cash provided by operating activities increased $331decreased $83 million primarily driven by higherlower cash-generating income, andpartially offset by favorable changes in working capital.capital including the impacts of tax payment deferrals available under the CARES Act.

Cash used in investing activities decreased $1.3 billion primarily as a result of decreased purchases and increased $142 million primarily drivensales of short-term investments, partially offset by an increase in net short-term investment purchases.lower proceeds from property dispositions.

Cash used in financing activities decreased $212$268 million driven by lower share repurchase activity in the current year.repurchases, partially offset by lower proceeds from debt issuances and higher debt repayments.

Sources of Cash and Liquidity and Uses of Cash
As of the end of thirdsecond quarter 2019,2020, CSX had $2.6 billion of cash, cash equivalents and short-term investments. CSX uses current cash balances for general corporate purposes, which may include reduction or refinancing of outstanding indebtedness, capital expenditures, working capital requirements, contributions to the Company's qualified pension plan, redemptions and repurchases of CSX common stock and dividends to shareholders. See Note 8,7, Debt and Credit Agreements.

The Company has multiple sources of liquidity, including cash generated from operations and financing sources. The Company filed a shelf registration statement with the SEC on February 12, 2019, 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. In nineDuring six months 2019,ended 2020, CSX issued a total of $2.0 billion$500 million of new long-term debt.


CSX Q2 2020 Form 10-Q p.35
CSX Q3 2019 Form 10-Q p.42





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


CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks that expires in March 2024. At SeptemberJune 30, 2019,2020, the Company had no outstanding balances under this facility. The Company also has a commercial paper program, backed by the revolving credit facility, under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. At SeptemberJune 30, 2019,2020, the Company had no outstanding debt under the commercial paper program.

Planned capital investments for 20192020 are expected to be between $1.6 billion and $1.7 billion, including approximately $100 million for Positive Train Control ("PTC").billion. Of the 2019total 2020 investment, over half will be used to sustain the core infrastructure. Theinfrastructure and the remaining amounts will be allocated to projects supporting service enhancements, productivity initiatives and profitable growth. CSX intends to fund capital investments through cash generated from operations.

The Company expects to continue incurring capital costs in connection with the implementation of PTC. CSX estimates that        Of the total multi-year2020 investment, approximately $50 million is planned to fund Positive Train Control ("PTC") implementation. PTC implementation is essentially complete at a total cost of PTC implementation will be approximately $2.4 billion. This estimate includes costs forbillion which included installing the new system along tracks, upgrading locomotives, adding communication equipment and developing new technologies. TotalWhile the Company expects ongoing PTC spending through September 2019 was $2.3 billion.costs, future PTC implementation costs are not expected to be material.

Material Changes in the Consolidated Balance Sheets and Working Capital
Consolidated Balance Sheets
Total assets increased $2.1 billion$647 million from year end primarily due to the net increase of $640 million in cash and short-term investments of $1.4 billion and the right-of-use lease asset of $539 million resulting from the adoption of the new lease accounting standard. The increase in cash and short-term investments was primarily a result ofdriven by cash from operations of $3.7$2.2 billion and proceeds from the issuance of $2.0 billion in$500 million of long-term debt, partially offset by property additions of $801 million, share repurchases of $2.8 billion, property additions of $1.2 billion and$616 million, dividends paid of $577$400 million and debt repayments of $227 million.

Total liabilities increased $347 million from year end primarily due to the issuance of $500 million of long-term debt and an increase in income and other taxes payable of $311 million driven by tax payment deferrals available under the CARES Act. These increases were partially offset by debt repayments of $227 million, a decrease in labor and fringe benefit payable of $137 million primarily resulting from the payment of incentive compensation and a decrease in accounts payable of $83 million. Total liabilities and shareholders' equity combined also increased $2.1 billion$300 million from year end primarily driven by net earnings of $2.6$1.3 billion, the issuance of $2.0 billion in long-term debt and the total lease liability of $553 million resulting from the adoption of the new lease accounting standard. These increases were partially offset by share repurchases of $2.8 billion$616 million and dividends paid of $577$400 million.

Working capital is considered a measure of a company's ability to meet its short-term needs. CSX had a working capital surplus of $1.2$1.4 billion and $650 million$1.1 billion as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. The increase in working capital since year end of $505$317 million is primarily due to the net increase of $640 million in cash and short-term investments described above as well as the decreases in labor and fringe benefit payable of $1.4 billion,$137 million and accounts payable of $83 million. These favorable changes were partially offset by thean increase in income taxes payable of $311 million, an increase in current maturities of long-term debt primarily asof $133 million and a resultdecrease in accounts receivable of $126 million commensurate with lower revenues resulting from the early redemption on October 15, 2019 of notes originally due October 2020.COVID-19 pandemic.


CSX Q2 2020 Form 10-Q p.36

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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. The Company continues to maintain adequate liquidity to satisfy current liabilities and maturing obligations when they come due. CSX has sufficient financial capacity, including its revolving credit facility, commercial paper program 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 committed to returning cash to shareholders and maintaining an investment grade credit profile. Capital structure, capital investments and cash distributions, including dividends and share repurchases, are reviewed at least annually by the Board of Directors. Management's assessment of market conditions and other factors guides the timing and volume of repurchases. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances.

Guaranteed Notes Issued By CSXT
In March 2020, the SEC adopted amendments to reduce and simplify the financial disclosure requirements for guarantors and issuers of guaranteed registered securities effective January 4, 2021, with early voluntary compliance permitted. CSX has elected to comply with these amendments effective second quarter 2020. As a result, separate condensed consolidating financial information for wholly-owned subsidiaries who issued or guaranteed notes will no longer be included in the footnotes to the financial statements in Quarterly and Annual Reports on Form 10-Q and Form 10-K. Also in accordance with the amendments, CSX is not required to present combined summary financial information regarding such subsidiary issuers and guarantors because the assets, liabilities and results of operations of the combined issuers and guarantors of the notes are not materially different than the corresponding amounts presented in the consolidated financial statements.

In 2007, CSXT, a wholly-owned subsidiary of CSX Corporation, issued $381 million of secured equipment notes maturing in 2023 in a registered public offering. CSX Corporation has fully and unconditionally guaranteed the notes. At CSXT’s option, CSXT may redeem any or all of the notes, in whole or in part, at any time, at the redemption price including premium. In the case of loss or destruction of any item of equipment securing the notes, if CSXT does not substitute another item of equipment for the item suffering such loss or destruction, CSXT will be required to redeem the notes in part at par. The guarantee of the notes will rank equally in right of payment with all existing and future senior obligations of CSX Corporation and will be effectively subordinated to all future secured indebtedness of CSX Corporation to the extent of the assets securing such indebtedness. The guarantee is subject to release in limited circumstances only upon the occurrence of certain customary conditions. At June 30, 2020, the principal balance of these secured equipment notes was $178 million.




CSX Q2 2020 Form 10-Q p.37
CSX Q3 2019 Form 10-Q p.43





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


LABOR AGREEMENTS
All        Approximately 15,000 of the Company's nearly 19,000 employees are members of a labor union. In November 2019, notices were served to the 13 rail unions that participate in national bargaining reached national agreements with the Class I railroads via ratification, executive action or interest arbitration. These agreements are effective January 1, 2015 through December 31, 2019. In November 2019, notices are expected to be served to those 13 rail unions to begin negotiations for benefits, wages and work rules for the next labor bargaining round for 2020 through 2024.2020. Current agreements remain in place until modified by these negotiations. Typically, such negotiations take several years before agreements are reached.

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, significant estimates using management judgment are made for the areas below. For further discussion of CSX's critical accounting estimates, see the Company's most recent annual report on Form 10-K.

personal injury, environmental and legal reserves;
pension and post-retirement medical plan accounting; and
depreciation policies for assets under the group-life method; andmethod.
income taxes.


CSX Q2 2020 Form 10-Q p.38

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements in this report and in other materials filed with the 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.

CSX Q3 2019 Form 10-Q p.44





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


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. The following important factors, in addition to those discussed in Part I, Item 1A Risk Factors of CSX's most recent annual report on Form 10-K 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;
CSX Q2 2020 Form 10-Q p.39

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, including the recent outbreak of the coronavirus COVID-19, 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, equipment or supply chain;
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 PTC implementation) as 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 CSXT's export coal market;
availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;

CSX Q3 2019 Form 10-Q p.45





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


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;
adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;
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 quarterly report on Form 10-Q.


CSX Q2 2020 Form 10-Q p.40

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided under Part II, Item 7A (Quantitative and Qualitative Disclosures about Market Risk) of CSX's most recent annual report on Form 10-K.10-K except as provided below.

Changes in interest rates may impact the cost of future long-term debt issued by the Company, and as a result, represent interest rate risk to the Company. In an effort to manage this risk, CSX may use certain financial instruments such as interest rate forward contracts. The following information, together with information included in Note 7, Debt and Credit Agreements, describes the key aspects of such contracts and the related market risk to CSX.

On April 29, 2020, the Company executed a forward starting interest rate swap with an aggregate notional value of $250 million. The purpose of this swap, designated as a cash flow hedge, is to hedge against changes in the benchmark interest rate associated with future interest payments related to the anticipated refinancing of notes due 2027.The Company recognized an unrealized gain of $9 million, net of tax, in the consolidated statements of comprehensive income during the quarter ended June 30, 2020 with the related asset on the balance sheet as of June 30, 2020. Upon settlement of the swap, which expires in 2027, the unrealized gain or loss in AOCI will be recognized in earnings as an adjustment to interest expense over the same period during which the hedged transaction affects earnings.

ITEM 4. CONTROLS AND PROCEDURES
As of SeptemberJune 30, 2019,2020, 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 SeptemberJune 30, 2019,2020, 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. There were no changes in the Company's internal controls over financial reporting during the thirdsecond quarter of 20192020 that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.


CSX Q2 2020 Form 10-Q p.41

CSX CORPORATION


PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For further details, please refer to Note 6.5. Commitments and Contingencies of this quarterly report on Form 10-Q. Also refer to Part I, Item 3. Legal Proceedings in CSX's most recent annual report on Form 10-K.

Item 1A. Risk Factors
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed under Part I, Item 1A (Risk Factors) of CSX's most recent annual report on Form 10-K.10-K and under Part II, Item 1A of the Company’s quarterly report on Form 10-Q for first quarter 2020. See also Part I, Item 2 (Forward-Looking Statements) of this quarterly report on Form 10-Q.

CSX Q3 2019 Form 10-Q p.46





CSX CORPORATION
PART II



Item 2. CSX Purchases of Equity Securities
The Company continues to repurchase shares under the $5 billion program announced in January 2019. For more information about share repurchases, see Note 2 Earnings Per Share. Share repurchase activity for the thirdsecond quarter 20192020 was as follows:
 
 CSX Purchases of Equity Securities
for the Quarter
 
Third QuarterTotal Number of Shares PurchasedAverage 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   $3,472,696,563
July 1 - July 31, 20196,597,475
$72.72
6,494,370
3,000,185,426
August 1 - August 31, 20194,517,613
66.53
4,517,408
2,699,630,841
September 1 - September 30, 20195,090,719
66.22
5,090,719
2,362,512,464
Ending Balance16,205,807
$68.95
16,102,497
$2,362,512,464
 CSX Purchases of Equity Securities
for the Quarter
Second QuarterTotal Number of Shares PurchasedAverage 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$1,179,116,549  
April 1 - April 30, 202017,470  $63.69  —  1,179,116,549  
May 1 - May 31, 2020—  —  —  1,179,116,549  
June 1 - June 30, 2020579,541  67.28  579,541  1,140,125,168  
Ending Balance597,011  $67.17  579,541  $1,140,125,168  
(a) The difference of 103,31017,470 shares between the "Total Number of Shares 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.

Item 3. Defaults Upon Senior Securities
None

Item 4. Mine Safety Disclosures 
Not Applicable

Item 5. Other Information
None

CSX Q2 2020 Form 10-Q p.42
CSX Q3 2019 Form 10-Q p.47





CSX CORPORATION
PART II



Item 6. Exhibits
Exhibit designationNature of exhibitPreviously filed
as exhibit to
Material contracts:
10.1May 8, 2020
Exhibit 10.1, Form 8-K
Officer certifications:
31*
32*
Exhibit designationNature of exhibit
Previously filed
as exhibit to
Material contracts:
10.1**
October 8, 2019
Exhibit 10.1, Form 8-K

Officer certifications:
31*
32*
Interactive data files:
101*
The following financial information from CSX Corporation's Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 20192020 filed with the SEC on October 16, 2019,July 22, 2020, formatted in inline XBRL includes: (i) consolidated income statements for the quarters ended June 30, 2020 and nine months ended SeptemberJune 30, 2019, and September 30, 2018, (ii) condensed consolidated comprehensive income statements for the quarters ended June 30, 2020 and nine months ended SeptemberJune 30, 2019, and September 30, 2018, (iii) consolidated balance sheets at SeptemberJune 30, 20192020 and December 31, 2018,2019, (iv) consolidated cash flow statements for the ninesix months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018,2019, (v) consolidated statement of changes in shareholders' equity for the quarters ended June 30, 2020 and nine months ended SeptemberJune 30, 2019, and September 30, 2018, and (vi) the notes to consolidated financial statements.

104Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)
* Filed herewith



Other exhibits:
22.1*
CSX Q3 2019 Form 10-Q p.48


* Filed herewith

CSX Q2 2020 Form 10-Q p.43

CSX CORPORATION
PART II




SIGNATURE
Pursuant to the requirements 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/ ANGELA C. WILLIAMS
Angela C. Williams
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)

Dated: October 16, 2019July 22, 2020


CSX Q2 2020 Form 10-Q p.44
CSX Q3 2019 Form 10-Q p.49