CSX (CSX) 10-K risk factor changes: FY2021 vs FY2020

CSX [removed: 2020] [added: 2021] Form 10-K p.8

As COVID-19 [removed: has] [added: and its variant strains have] spread globally, including significant impacts in the United States, CSX continues to take a variety of measures to ensure the availability of its transportation services, promote the safety and security of its employees and support the communities in which it operates.

In addition, COVID-19 and the related initiatives to reduce transmission [removed: may result] [added: have resulted] in greater supply chain disruption, which could continue to [removed: have an adverse] impact [removed: on] volumes and make it more difficult for the Company to serve its customers.

The extent to which [removed: this coronavirus impacts] [added: COVID-19 continues to impact] operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, [removed: new information which may emerge concerning] [added: its effects on demand for] the [removed: severity of this coronavirus] [added: Company’s transportation services] and the [removed: actions] [added: supply chain, as well as the effect of governmental regulations imposed in response] to [removed: contain] the [removed: coronavirus or treat its impact, among others.][added: pandemic.]

Moreover, operations [removed: could be] [added: are] negatively affected [removed: if] [added: when] a significant number of employees are quarantined as the result of exposure to a contagious illness.

To the extent COVID-19 adversely affects the Company's business and financial results, it may also have the effect of heightening many of the other risks described [removed: under Part I, Item 1A (Risk Factors) of this annual report on Form 10-K.][added: herein.]

The [removed: performance] [added: security, stability] and [removed: reliability] [added: availability] of the [removed: Company's] [added: Company’s and its key third-party vendors’] technology systems are critical to its ability to operate [removed: and compete] safely and [removed: effectively.][added: effectively and to compete within the transportation industry.]

A [removed: cybersecurity attack, which is a deliberate theft of] [added: successful] data [added: breach, cyber-attack,] or [removed: impairment] [added: the occurrence] of [added: any similar incident that impacts the Company’s or its key third-party vendors’] information technology [removed: systems, or other significant disruption or failure,] [added: systems] could result in a service interruption, train accident, misappropriation of confidential [removed: information,] [added: or proprietary information (including personal information),] process failure, [removed: security breach] or other operational difficulties.

A disruption or compromise of the [removed: Company's] [added: Company’s] information technology systems, even for short periods of time, [added: and any resulting theft or compromise of Company confidential or proprietary information (including personal information),] could [added: adversely affect the Company’s business or reputation, create significant legal, regulatory or financial exposure and] have a material adverse [removed: effect.][added: impact on CSX’s business, financial condition or operations.]

CSX [removed: 2020] [added: 2021] Form 10-K p.9

Network [added: or supply chain] constraints could have a negative impact on [removed: service and] [added: service,] operating [removed: efficiency.][added: efficiency or volume of shipments.]

CSXT could experience rail network difficulties related to: (i) unpredictable increases in demand; (ii) locomotive or crew shortages; (iii) [added: labor shortages or other service disruptions in the supply chain affecting trucking, ports, handling facilities, customer facilities or other railroads; (iv) reductions in availability of pooled equipment, including chassis; (v)] extreme weather conditions; [removed: (iv)] [added: (vi)] impacts from changes in yard capacity, or network structure or composition, including train routes; [removed: (v)] [added: (vii)] increased passenger activities; or [removed: (vi)] [added: (viii)] regulatory changes [added: resulting in forced access or] impacting where and how fast CSXT can transport freight or maintain routes, which could impact CSXT's operational fluidity, leading to deterioration of service, asset utilization and overall efficiency.

CSX [removed: 2020] [added: 2021] Form 10-K p.10

[removed: If] [added: Changes in] natural gas [removed: prices were to remain low, additional coal-fired plants] [added: prices, or other factors impacting demand for electricity,] could [removed: be displaced,] [added: impact future power generation at coal-fired plants,] which would [removed: likely further reduce] [added: affect] the Company's domestic coal volumes and revenues.

CSX [removed: 2020] [added: 2021] Form 10-K p.11

Although the Company [removed: believes that it has] [added: strives to maintain] adequate resources and personnel for the current business environment, unpredictable increases in demand for rail services or extreme weather conditions may exacerbate such risks, which could have a negative impact on the Company’s operational efficiency and otherwise have a material adverse effect on the Company’s financial condition, results of operations, or liquidity in a particular period.

CSX 2021 Form 10-K p.7

The duration of the pandemic is dependent on several factors, including the impacts of virus variants and case resurgences across the country.

The Company, its third-party vendors and other companies in the rail and transportation industries have been subject to, and are likely to continue to be the target of, data breaches, cyber-attacks and other similar incidents.

These incidents may include, among other things, malware, ransomware, distributed denial of service attacks, social engineering, phishing, theft, malfeasance or improper access by employees or third-party vendors, human error, fraud, or other modes of attack or disruption.

Attacks of these nature are increasing in frequency, levels of persistence, intensity and sophistication.

Further, the Company may be at increased risk of a cyber-attack as a result of being a component of the critical U.S. infrastructure.

As cybersecurity threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities, data breaches, cyber-attacks or other similar incidents.

The ongoing COVID-19 pandemic also increases the risk that the Company or its third-party vendors may experience cybersecurity incidents as a result of employees, third-party vendors and other third parties with which they interact working remotely on less secure systems and environments.

Despite the Company’s efforts to protect its information technology systems, it may not be able to prevent or anticipate all data breaches, cyber-attacks or other similar incidents, detect or react to such incidents in a timely manner or adequately remediate any such incident.

While CSX’s security protocols have detected attempts to gain unauthorized access to the Company’s information technology systems, none of such attempts have resulted in any material breach of or disruption to the Company’s systems.

For example, CSX has experienced distributed denial of service attacks that have resulted in brief system disruptions, but none have resulted in access to CSX systems.

Additionally, despite routine security assessment of the Company’s key third-party vendors, some vendors have experienced cyber-attacks in the past, but none of such attacks have had a material adverse impact on CSX’s business or operations.

Due to applicable laws and regulations or contractual obligations, CSX may be held responsible for data breaches, cyber-attacks or other similar incidents attributed to its third-party vendors as they relate to the information CSX shares with them.

Over time, changing dynamics in the U.S. and global energy markets have resulted in lower energy production from coal-fired power plants in CSX's service territory.

Such an event could result in decreased revenues and increased capital, insurance or operating costs, including increased security costs to protect the Company's infrastructure.

Insurance maintained by the Company to protect against loss of business and other related consequences resulting from cyber incidents may not be sufficient to cover all damages.

Increases in production and source locations of natural gas in the U.S. have resulted in lower natural gas prices in CSX’s service territory.

As a result of sustained low natural gas prices, many coal-fired power plants have been displaced by natural gas-fired power generation facilities.

Additionally, crude oil prices combined with changes in pipeline capacity have resulted in volatility in domestic crude oil production, which has affected crude oil volumes for CSX.

CSX 2020 Form 10-K p.12

Incidental [removed: revenue] [added: charges] - [removed: Revenue] [added: Charges] for switching, demurrage, storage, etc.

CSX [removed: 2020] [added: 2021] Form 10-K p.23

CSX [removed: 2020] [added: 2021] Form 10-K p.24

- Revenue of [removed: $10.6] [added: $12.5] billion [removed: decreased $1.4] [added: increased $1.9] billion or [removed: 11%] [added: 18%] versus the prior year.

- Expenses of [removed: $6.2] [added: $6.9] billion [removed: decreased $751] [added: increased $707] million or 11% year over year.

- Operating income of [removed: $4.4] [added: $5.6] billion [removed: decreased $603 million] [added: increased $1.2 billion] or [removed: 12%] [added: 28%] year over year.

- Operating ratio of [removed: 58.8% increased 40] [added: 55.3% improved 350] basis points from [removed: 58.4%.][added: 58.8%.]

- Earnings per diluted share of [removed: $3.60 decreased $0.57] [added: $1.68 increased $0.48] or [removed: 14%] [added: 40%] year over year.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | *$ Change* | | | | | | *% Change* | | | | | |

| Labor and Fringe | | | [removed: 2,275] [added: 2,550] | | | | | | [removed: 2,616] [added: 2,275] | | | | | | [removed: *341*] [added: *(275)*] | | | | | | [removed: *13*] [added: *(12)*] | | | | | |

| Depreciation | | | [removed: 1,383] [added: 1,420] | | | | | | [removed: 1,349] [added: 1,383] | | | | | | [removed: *(34)*] [added: *(37)*] | | | | | | *(3)* | | | | | |

| Equipment and Other Rents | | | [removed: 338] [added: 364] | | | | | | [removed: 352] [added: 338] | | | | | | [removed: *14*] [added: *(26)*] | | | | | | [removed: *4*] [added: *(8)*] | | | | | |

| Total Expense | | | [removed: 6,221] [added: 6,928] | | | | | | [removed: 6,972] [added: 6,221] | | | | | | [removed: *751*] [added: *(707)*] | | | | | | [removed: *11*] [added: *(11)*] | | | | | |

| Operating Income | | | [removed: 4,362] [added: 5,594] | | | | | | [removed: 4,965] [added: 4,362] | | | | | | [removed: *(603)*] [added: *1,232*] | | | | | | [removed: *(12)*] [added: *28*] | | | | | |

| Interest Expense | | | [removed: (754)] [added: (722)] | | | | | | [removed: (737)] [added: (754)] | | | | | | [removed: *(17)*] [added: *32*] | | | | | | [removed: *(2)*] [added: *4*] | | | | | |

| Other Income - Net | | | [removed: 19] [added: 79] | | | | | | [removed: 88] [added: 19] | | | | | | [removed: *(69)*] [added: *60*] | | | | | | [removed: *(78)*] [added: *316*] | | | | | |

| Income Tax Expense | | | [removed: (862)] [added: (1,170)] | | | | | | [removed: (985)] [added: (862)] | | | | | | [removed: *123*] [added: *(308)*] | | | | | | [removed: *12*] [added: *(36)*] | | | | | |

| Net Earnings | | | $ | [removed: 2,765] [added: 3,781] | | | | | $ | [removed: 3,331] [added: 2,765] | | | | | *$* | [removed: *(566)*] [added: *1,016*] | | | | | [removed: *(17)*] [added: *37*] | | | | | |

[removed: | Earnings Per] [added: Net Earnings and Earnings per] Diluted [removed: Share: | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: Share]

| Operating Ratio | | | [removed: 58.8] [added: 55.3] | | % | | | | [removed: 58.4] [added: 58.8] | | % | | | | | | | | | | [removed: *(40)*] [added: *350*] | | | bps | | |

CSX [removed: 2020] [added: 2021] Form 10-K p.25

Demand for rail services [removed: saw large and rapid] [added: has improved from steep] declines in the first half of [removed: the year, followed by steep sequential increases in the second half,] [added: 2020,] but the effects of the disruption of global manufacturing, supply chains and consumer spending as a result of the COVID-19 [added: global] pandemic are ongoing.

[removed: The full implications] [added: Future impacts] of [removed: COVID-19, including] the [removed: extent of its impact] [added: pandemic] on the Company’s financial and operating [removed: results,] [added: results] will be determined by [removed: the length of time that the pandemic continues,] its [removed: effect] [added: duration, effects] on the demand for the Company’s transportation services and the supply chain, as well as the effect of governmental regulations imposed [added: and legislative stimulus packages passed] in response to the pandemic.

The duration of the pandemic is dependent on several factors, including the [removed: timing of vaccine production and distribution as well as the] impacts of virus mutations and case resurgences across the country.

A cross-functional task force [removed: monitors] [added: continues to monitor] and [removed: coordinates] [added: coordinate] the Company’s response to COVID-19.

CSX [removed: 2020] [added: 2021] Form 10-K p.26

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | *% Change* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | *% Change* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | *% Change* | | |

| [removed: *Chemicals(a)*] [added: *Chemicals*] | | | [removed: 664] [added: 659] | | | | | | [removed: 670] [added: 664] | | | | | | (1) | | % | | | | $ | [removed: 2,309] [added: 2,421] | | | | | $ | [removed: 2,349] [added: 2,309] | | | | | [removed: (2)] [added: 5] | | % | | | | $ | [removed: 3,477] [added: 3,674] | | | | | $ | [removed: 3,506] [added: 3,477] | | | | | [removed: (1)] [added: 6] | | % |

| *Agricultural and Food Products* | | | [removed: 463] [added: 467] | | | | | | [removed: 469] [added: 463] | | | | | | [removed: (1)] [added: 1] | | % | | | | [removed: 1,386] [added: 1,461] | | | | | | [removed: 1,410] [added: 1,386] | | | | | | [removed: (2)] [added: 5] | | % | | | | [removed: 2,994] [added: 3,128] | | | | | | [removed: 3,006] [added: 2,994] | | | | | | [removed: —] [added: 4] | | % |

| *Automotive* | | | [removed: 344] [added: 318] | | | | | | [removed: 456] [added: 344] | | | | | | [removed: (25)] [added: (8)] | | % | | | | [removed: 920] [added: 886] | | | | | | [removed: 1,236] [added: 920] | | | | | | [removed: (26)] [added: (4)] | | % | | | | [removed: 2,674] [added: 2,786] | | | | | | [removed: 2,711] [added: 2,674] | | | | | | [removed: (1)] [added: 4] | | % |

| [removed: *Minerals(a)*] [added: *Minerals*] | | | [removed: 321] [added: 325] | | | | | | [removed: 337] [added: 321] | | | | | | [removed: (5)] [added: 1] | | % | | | | [removed: 538] [added: 587] | | | | | | [removed: 559] [added: 538] | | | | | | [removed: (4)] [added: 9] | | % | | | | [removed: 1,676] [added: 1,806] | | | | | | [removed: 1,659] [added: 1,676] | | | | | | [removed: 1] [added: 8] | | % |

| *Metals and [removed: Equipment(a)*] [added: Equipment*] | | | [removed: 239] [added: 277] | | | | | | [removed: 249] [added: 239] | | | | | | [removed: (4)] [added: 16] | | % | | | | [removed: 675] [added: 796] | | | | | | [removed: 742] [added: 675] | | | | | | [removed: (9)] [added: 18] | | % | | | | [removed: 2,824] [added: 2,874] | | | | | | [removed: 2,980] [added: 2,824] | | | | | | [removed: (5)] [added: 2] | | % |

| Total Merchandise | | | [removed: 2,535] [added: 2,571] | | | | | | [removed: 2,707] [added: 2,535] | | | | | | [removed: (6)] [added: 1] | | % | | | | [removed: 7,076] [added: 7,539] | | | | | | [removed: 7,589] [added: 7,076] | | | | | | [removed: (7)] [added: 7] | | % | | | | [removed: 2,791] [added: 2,932] | | | | | | [removed: 2,803] [added: 2,791] | | | | | | [removed: —] [added: 5] | | % |

| Intermodal | | | [removed: 2,720] [added: 2,976] | | | | | | [removed: 2,670] [added: 2,720] | | | | | | [removed: 2] [added: 9] | | % | | | | [removed: 1,702] [added: 2,039] | | | | | | [removed: 1,760] [added: 1,702] | | | | | | [removed: (3)] [added: 20] | | % | | | | [removed: 626] [added: 685] | | | | | | [removed: 659] [added: 626] | | | | | | [removed: (5)] [added: 9] | | % |

| Coal | | | [removed: 637] [added: 706] | | | | | | [removed: 843] [added: 637] | | | | | | [removed: (24)] [added: 11] | | % | | | | [removed: 1,397] [added: 1,790] | | | | | | [removed: 2,070] [added: 1,397] | | | | | | [removed: (33)] [added: 28] | | % | | | | [removed: 2,193] [added: 2,535] | | | | | | [removed: 2,456] [added: 2,193] | | | | | | [removed: (11)] [added: 16] | | % |

| Other | | | — | | | | | | — | | | | | | — | | % | | | | [removed: 408] [added: 744] | | | | | | [removed: 518] [added: 408] | | | | | | [removed: (21)] [added: 82] | | % | | | | — | | | | | | — | | | | | | — | | % |

| Total | | | [removed: 5,892] [added: 6,253] | | | | | | [removed: 6,220] [added: 5,892] | | | | | | [removed: *(5)*] [added: *6*] | | *%* | | | | $ | [removed: 10,583] [added: 12,522] | | | | | $ | [removed: 11,937] [added: 10,583] | | | | | [removed: *(11)*] [added: *18*] | | *%* | | | | $ | [removed: 1,796] [added: 2,003] | | | | | $ | [removed: 1,919] [added: 1,796] | | | | | [removed: *(6)*] [added: *12*] | | *%* |

*(a) [removed: In] [added: Effective] first quarter [removed: 2020,] [added: 2021,] changes were made in the categorization of certain lines of business, impacting [removed: Chemicals, Minerals,] Forest [removed: Products, and Metals] [added: Products] and [removed: Equipment.][added: Fertilizers.]

CSX [removed: 2020] [added: 2021] Form 10-K p.27

Forest Products - [removed: Declined] [added: Increased primarily] due to [removed: lower] [added: higher] shipments of [removed: printing paper] [added: pulpboard, woodpulp] and building [removed: products, partially offset by higher pulpboard shipments.][added: products.]

CSX 2021 Form 10-K p.22

2021 HIGHLIGHTS

The following section generally discusses the Company's results of operations and financial condition for the year ended December 31, 2021, compared to the year ended December 31, 2020.

| Revenue | | | $ | 12,522 | | | | | $ | 10,583 | | | | | *$* | *1,939* | | | | | *18* | | *%* | | | |

| Purchased Services and Other*(a)* | | | 2,135 | | | | | | 1,719 | | | | | | *(416)* | | | | | | *(24)* | | | | | |

| Fuel | | | 913 | | | | | | 541 | | | | | | *(372)* | | | | | | *(69)* | | | | | |

| Gains on Property Dispositions | | | (454) | | | | | | (35) | | | | | | *419* | | | | | | *NM* | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings Per Diluted Share*(b)* | | | $ | 1.68 | | | | | $ | 1.20 | | | | | *$* | *0.48* | | | | | *40* | | *%* | | | |

*(a) Beginning third quarter 2021, the Company changed the name of Materials, Supplies and Other expense to Purchased Services and Other, which better describes the composition of this expense amount.

This change in naming convention does not impact previously reported results.*

*(b) All prior period share and per share data has been retroactively adjusted to reflect the stock split effective June 28, 2021.

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

*Acquisition of Quality Carriers, Inc.*

On July 1, 2021, CSX acquired Quality Carriers, Inc. from Quality Distribution, Inc. for a purchase price of $544 million in cash, which is presented on the statement of cash flows net of $3 million cash acquired.

This transaction was funded by cash on hand.

For further details, refer to Note 17, *Business Combinations*.

*COVID-19 Update*

The Company is strongly encouraging employees to get vaccinated.

| *Forest Products* *(a)* | | | 296 | | | | | | 278 | | | | | | 6 | | % | | | | 918 | | | | | | 834 | | | | | | 10 | | % | | | | 3,101 | | | | | | 3,000 | | | | | | 3 | | % |

| *Fertilizers* *(a)* | | | 229 | | | | | | 226 | | | | | | 1 | | % | | | | 470 | | | | | | 414 | | | | | | 14 | | % | | | | 2,052 | | | | | | 1,832 | | | | | | 12 | | % |

| Trucking (b) | | | — | | | | | | — | | | | | | — | | % | | | | 410 | | | | | | — | | | | | | *NM* | | | | | | — | | | | | | — | | | | | | — | | % |

*NM - not meaningful*

*(b) Effective third quarter 2021, Trucking revenue is comprised of revenue from the operations of Quality Carriers, which was acquired by CSX effective July 1, 2021.*

Total revenue increased $1.9 billion in 2021, or 18%, when compared to the previous year due to higher volume, the inclusion of Quality Carriers' results, pricing gains, increases in other revenue and higher fuel recovery.

Chemicals - Decreased due to lower shipments of crude oil and other energy-related commodities, partially offset by higher shipments of core chemicals and waste.

Agricultural and Food Products - Increased as a result of higher shipments of vegetable oils, ethanol, and food and consumer products.

Minerals - Increased as a result of higher shipments of cement, lime and limestone.

Automotive - Decreased due to lower vehicle production at plants served by CSX, which were impacted by shortages of semiconductors and other parts.

Metals and Equipment - Increased as growth across the metals markets was partially offset by reduced equipment shipments.

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

The increase in export coal was driven by higher international shipments of both thermal coal and metallurgical coal.

Domestic coal increased due to higher shipments of utility coal as well as higher steel and industrial shipments.

Trucking Revenue

Trucking revenue increased $410 million versus prior year due to the inclusion of Quality Carriers' results.

Other revenue increased $336 million versus prior year due to increases in revenue for intermodal storage and equipment usage as well as higher affiliate and demurrage revenue.

In 2021, total expenses increased $707 million, or 11%, compared to prior year.

These expenses increased $275 million due to the following items:

- Inflation and higher volume resulted in $133 million of increased expenses.

- Incentive compensation increased $123 million primarily due to higher expected payouts in the current year, including accelerated expense for certain employees.

2020 HIGHLIGHTS

| Revenue | | | $ | 10,583 | | | | | $ | 11,937 | | | | | *$* | *(1,354)* | | | | | *(11)* | | *%* | | | |

| Materials, Supplies and Other | | | 1,684 | | | | | | 1,749 | | | | | | *65* | | | | | | *4* | | | | | |

| Fuel | | | 541 | | | | | | 906 | | | | | | *365* | | | | | | *40* | | | | | |

| Net Earnings | | | $ | 3.60 | | | | | $ | 4.17 | | | | | *$* | *(0.57)* | | | | | *(14)* | | *%* | | | |

Global economic uncertainty, including the effects of COVID-19 global pandemic, continues to impact the Company's results of operations.

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.

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.

These precautions remain in place despite the easing of pandemic restrictions by state and local governments across the network.

Additionally, remote work arrangements have been made where possible in order to reduce the density of employees in a single location, and alternative locations for key functions, such as dispatch, are being utilized as needed.

In March 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 remaining impact to the Company is 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.

| *Forest Products(a)* | | | 270 | | | | | | 283 | | | | | | (5) | | % | | | | 824 | | | | | | 862 | | | | | | (4) | | % | | | | 3,052 | | | | | | 3,046 | | | | | | — | | % |

| *Fertilizers* | | | 234 | | | | | | 243 | | | | | | (4) | | % | | | | 424 | | | | | | 431 | | | | | | (2) | | % | | | | 1,812 | | | | | | 1,774 | | | | | | 2 | | % |

The COVID-19 pandemic significantly impacted overall volume in 2020.

Total revenue decreased $1.4 billion, in 2020 or 11%, when compared to the previous year due to declines in coal, lower merchandise volumes, decreases in fuel recovery and lower other revenue.

These decreases were partially offset by pricing increases in merchandise and volume and pricing increases in intermodal.

Chemicals - Declined due to reduced frac sand and waste shipments, partially offset by growth in plastics shipments.

Agricultural and Food Products - Decreased due to lower shipments of feed grain as well as food and consumer products, partially offset by growth in sweeteners and oils.

Automotive - Declined due to lower North American vehicle production.

Minerals - Decreased due to lower shipments for aggregates and other minerals.

Metals and Equipment - Declined due to lower metals shipments, primarily in the steel, construction and scrap markets, as well as reduced equipment shipments.

Fertilizers - Declined due to reduced short-haul phosphate shipments.

Domestic coal declined primarily due to lower shipments of utility coal as a result of continued competition from natural gas and reduced electrical demand, as well as lower steel and industrial shipments due to lower industrial production.

Export coal declined due to reduced international shipments of thermal and metallurgical coal as a result of lower global benchmark prices.

Other revenue decreased $110 million versus prior year primarily due to lower affiliate revenue, lower revenue for demurrage and a favorable contract settlement with a customer in the prior year.

Interest expense increased $17 million as higher average debt balances were partially offset by lower average rates.

Other income decreased $69 million primarily due to a $38 million increase in debt repurchase expense and decreased interest income driven by lower interest rates, partially offset by higher average cash and short-term investment balances.

Income Tax Expense decreased $123 million primarily due to lower earnings before income taxes, partially offset by lower tax benefits from the impacts of stock option exercises and the vesting of other equity awards as well as prior year benefits from the resolution of certain state tax matters.

| | | | 2020 | | | | | | 2019 | | | | | | | | |

Train velocity was roughly in line with last year’s record performance, declining 1% relative to 2019.

Dwell increased by 8% compared to last year, while cars online decreased by 4% in 2020.

In 2020, the number of FRA reportable injuries reached a new all-time record low for the second consecutive year.

The number of FRA reportable train accidents remained at a record-low level, but a reduction in train miles negatively impacted the FRA train accident rate.

In 2020, CSX issued a total of $1.0 billion of new long-term debt.

The Company also uses cash for scheduled payments of debt and leases.

PTC implementation is complete at a total cost of $2.4 billion, which included installing new equipment along tracks, upgrading locomotives, adding communication equipment and developing new technologies.

While the Company expects ongoing PTC costs, future PTC implementation costs are not expected to be material.

The following information, together with information included in Note 10, [removed: Debt] [added: *Debt] and Credit [removed: Agreements,] [added: Agreements*,] describes the key aspects of such contracts and the related market risk to CSX.

The Company recognized an unrealized gain of [added: $8 million and] $62 million net of tax during the [removed: year] [added: years] ended December 31, [removed: 2020] [added: 2021 and 2020, respectively,] in the consolidated statements of comprehensive income with the related asset on the balance sheet as of December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] the potential change in fair value resulting from a hypothetical 10% change in interest rates would not be material.

As of December [removed: 2020,] [added: 31, 2021,] CSX has no floating rate debt obligations outstanding.

The potential decrease in fair value of the Company's fixed rate long-term debt resulting from a hypothetical 10% increase in [removed: interest] [added: U.S. Treasury] rates, or approximately 15 basis points, is estimated to be [added: $448 million as of December 31, 2021 and] $428 million as of December 31, 2020.

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 42)] | | | | | | [removed: [47](#i1736d3dd31584f79bc1bd00543c5b4bd_79)] [added: [49](#i185e3defd4a34a279067a06c09b5e07a_79)] | | |

| Consolidated Income Statements for the Fiscal Years Ended: | | | | | | [removed: [49](#i1736d3dd31584f79bc1bd00543c5b4bd_82)] [added: [51](#i185e3defd4a34a279067a06c09b5e07a_82)] | | |

| [added: December 31, 2018] | | | [removed: December 31, 2018] [added: $] | [added: 199] | | | | | [added: $ | 80 | | | | | $ | 45 | | | | | $ | 324 | |]

| Consolidated Comprehensive Income Statements for the Fiscal Years Ended: | | | | | | [removed: [50](#i1736d3dd31584f79bc1bd00543c5b4bd_85)] [added: [52](#i185e3defd4a34a279067a06c09b5e07a_85)] | | |

| Consolidated Balance Sheets as of: | | | | | | [removed: [51](#i1736d3dd31584f79bc1bd00543c5b4bd_88)] [added: [53](#i185e3defd4a34a279067a06c09b5e07a_88)] | | |

| Consolidated Cash Flow Statements for Fiscal Years Ended: | | | | | | [removed: [52](#i1736d3dd31584f79bc1bd00543c5b4bd_94)] [added: [54](#i185e3defd4a34a279067a06c09b5e07a_91)] | | |

| Consolidated Statements of Changes in Shareholders' Equity: | | | | | | [removed: [53](#i1736d3dd31584f79bc1bd00543c5b4bd_97)] [added: [55](#i185e3defd4a34a279067a06c09b5e07a_94)] | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [54](#i1736d3dd31584f79bc1bd00543c5b4bd_103)] [added: [56](#i185e3defd4a34a279067a06c09b5e07a_97)] | | |

We have audited the accompanying consolidated balance sheets of CSX Corporation (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 10, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

CSX [removed: 2020] [added: 2021] Form 10-K p.47

| *Description of the Matter* | | | At December 31, [removed: 2020,] [added: 2021,] assets depreciated under the group-life method comprised [removed: 87%] [added: 86%] of total gross fixed assets of [removed: $45.5] [added: $46.5] billion. As discussed in Note 6 of the consolidated financial statements, the group-life method aggregates assets with similar lives and characteristics into groups and depreciates each of these groups as a whole. When using the group-life method, an underlying assumption is that each group of assets, as a whole, is used and depreciated to the end of the group’s recoverable life. The Company utilizes different depreciable asset categories to account for depreciation expense for the railroad assets that are depreciated under the group-life method. Under the group-life method, depreciation studies are completed to review asset service lives, salvage values, accumulated depreciation and other factors related to group assets. Depreciation studies are performed every three years for equipment assets and every six years for road and track assets. A depreciation study was performed in 2019 for equipment assets and 2020 for road and track assets. The most recent depreciation studies are reviewed by management each year [added: through an annual data review] to determine if there have been significant factors that result in changes to the group-life method key assumptions. Auditing depreciation expense for assets subject to the group-life method was complex and required the involvement of specialists due to the nature of the methods used in the depreciation studies to determine the useful service lives and salvage values of the Company’s assets. These methods have a significant effect on depreciation expense. | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process related to the assessment of periodic depreciation studies [added: and annual data reviews] of its group-life assets. For example, we tested controls over management’s review of [removed: the depreciation study for road and track assets and review of depreciation expense and useful lives. We also tested controls over management’s review of] asset activity and assumptions that could impact the most recent depreciation study of equipment [added: and road and track] assets. To test the estimated useful lives and salvage values of the Company’s group-life assets, we performed audit procedures that included, among others: obtaining the periodic depreciation studies [added: and annual data reviews] provided by the Company’s third-party [removed: specialist and subsequent updates by management;] [added: specialist;] assessing the completeness and accuracy of the data provided [added: by management] to the third-party [removed: specialist and used by management;] [added: specialist;] and including a specialist on our team to evaluate the methods used by the third-party specialist and management in determining the average service lives and salvage values of assets to perform the depreciation [removed: studies.] [added: studies and any changes to the service lives and salvage values, if any, resulting from the annual data reviews.] We compared the significant methods used by management to those used throughout the industry and within other depreciation studies. We [removed: also] assessed the historical accuracy of management’s estimates via retrospective review and independently calculated [removed: a sample of] the [removed: annual] [added: current year] depreciation rates. | | | | | | | | |

CSX [removed: 2020] [added: 2021] Form 10-K p.48

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | | $ | [removed: 10,583] [added: 12,522] | | | | | $ | [removed: 11,937] [added: 10,583] | | | | | $ | [removed: 12,250] [added: 11,937] | |

| Labor and Fringe | | | [removed: 2,275] [added: 2,550] | | | | | | [removed: 2,616] [added: 2,275] | | | | | | [removed: 2,738] [added: 2,616] | | |

| Depreciation | | | [removed: 1,383] [added: 1,420] | | | | | | [removed: 1,349] [added: 1,383] | | | | | | [removed: 1,331] [added: 1,349] | | |

| Fuel | | | [removed: 541] [added: 913] | | | | | | [removed: 906] [added: 541] | | | | | | [removed: 1,046] [added: 906] | | |

| Equipment and Other Rents | | | [removed: 338] [added: 364] | | | | | | [removed: 352] [added: 338] | | | | | | [removed: 335] [added: 352] | | |

| Total Expense | | | [removed: 6,221] [added: 6,928] | | | | | | [removed: 6,972] [added: 6,221] | | | | | | [removed: 7,381] [added: 6,972] | | |

| Operating Income | | | [removed: 4,362] [added: 5,594] | | | | | | [removed: 4,965] [added: 4,362] | | | | | | [removed: 4,869] [added: 4,965] | | |

| Interest Expense | | | [removed: (754)] [added: (722)] | | | | | | [removed: (737)] [added: (754)] | | | | | | [removed: (639)] [added: (737)] | | |

| Other Income - Net (Note 14) | | | [removed: 19] [added: 79] | | | | | | [removed: 88] [added: 19] | | | | | | [removed: 74] [added: 88] | | |

| Earnings Before Income Taxes | | | [removed: 3,627] [added: 4,951] | | | | | | [removed: 4,316] [added: 3,627] | | | | | | [removed: 4,304] [added: 4,316] | | |

| Income Tax Expense (Note 12) | | | [removed: (862)] [added: (1,170)] | | | | | | [removed: (985)] [added: (862)] | | | | | | [removed: (995)] [added: (985)] | | |

| Net Earnings | | | $ | [removed: 2,765] [added: 3,781] | | | | | $ | [removed: 3,331] [added: 2,765] | | | | | $ | [removed: 3,309] [added: 3,331] | |

Certain prior year data has been [added: retroactively adjusted to reflect the stock split effective June 28, 2021 and] reclassified to conform to the current presentation.

CSX [removed: 2020] [added: 2021] Form 10-K p.49

| | | | Fiscal Years | | | | | | | | | [added: | | | | | |]

| | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Net Earnings | | | $ | [removed: 2,765] [added: 3,781] | | $ | [removed: 3,331] [added: 2,765] | | $ | [removed: 3,309] [added: 3,331] | |

| Pension and Other Post-Employment Benefits | | | [removed: 21] [added: 167] | | | [removed: (15)] [added: 21] | | | [removed: (164)] [added: (15)] | | |

| Interest Rate Derivatives | | | [removed: 62] [added: 8] | | | [removed: —] [added: 62] | | | — | | |

| | | | December 31, 2021 | | | | | |

| | | | December 31, 2021 | | | | | |

| | | | December 31, 2021 | | | | | |

| | | | December 31, 2021 | | | | | |

February 16, 2022

| Purchased Services and Other | | | 2,135 | | | | | | 1,719 | | | | | | 1,900 | | |

| Basic | | | $ | 1.68 | | | | | $ | 1.20 | | | | | $ | 1.39 | |

| Assuming Dilution | | | $ | 1.68 | | | | | $ | 1.20 | | | | | $ | 1.39 | |

| Basic | | | 2,250 | | | | | | 2,300 | | | | | | 2,389 | | |

| Assuming Dilution | | | 2,255 | | | | | | 2,305 | | | | | | 2,395 | | |

Beginning third quarter 2021, the Company changed the name of *Materials, Supplies and Other* expense to *Purchased Services and Other*, which better describes the composition of this expense amount.

This change in naming convention does not impact previously reported results.

All prior period share and per share data has been retroactively adjusted to reflect the stock split effective June 28, 2021.

| | | | 2021 | | | | | | 2020 | | |

| Goodwill and Other Intangible Assets - Net (Note 18) | | | 451 | | | | | | 63 | | |

| Other Capital | | | 66 | | | | | | 152 | | |

| Retained Earnings | | | 11,630 | | | | | | 11,259 | | |

| Depreciation | | | 1,420 | | | | | | 1,383 | | | | | | 1,349 | | |

| Gains on Property Dispositions | | | (454) | | | | | | (35) | | | | | | (151) | | |

| Business Acquisition, Net of Cash Acquired (Note 17) | | | (541) | | | | | | — | | | | | | — | | |

| December 31, 2018 | | | 2,454,540 | | | $ | | | 2,455 | | | $ | 10,769 | | $ | (661) | | $ | 17 | | $ | 12,580 | |

| Share Repurchases | | | (143,457) | | | | | | (143) | | | (3,230) | | | — | | | — | | | (3,373) | | |

| December 31, 2019 | | | 2,320,414 | | | | | | 2,412 | | | 10,111 | | | (675) | | | 15 | | | 11,863 | | |

| December 31, 2020 | | | 2,287,587 | | | | | | 2,440 | | | 11,259 | | | (598) | | | 9 | | | 13,110 | | |

| Share Repurchases | | | (90,431) | | | | | | (90) | | | (2,796) | | | — | | | — | | | (2,886) | | |

| Other | | | 4,631 | | | | | | (82) | | | 225 | | | — | | | 1 | | | 144 | | |

| December 31, 2021 | | | 2,201,787 | | | $ | | | 2,268 | | | $ | 11,630 | | $ | (408) | | $ | 10 | | $ | 13,500 | |

All prior period share and per share data along with certain other prior period data has been retroactively adjusted to reflect the stock split effective June 28, 2021.

Effective July 1, 2021, CSX acquired Quality Carriers, the largest provider of bulk liquid chemicals truck transportation in North America, from Quality Distribution, Inc. For further details, refer to Note 17, *Business Combinations*.

- The trucking business generated 3% of revenue in 2021.

Trucking revenue includes revenue from the operations of Quality Carriers, which was acquired by CSX effective July 1, 2021.

Intermodal storage represents charges for customer storage of containers at an intermodal terminal, ramp facility or offsite location beyond a specified period of time.

*Common Stock Split*

On June 4, 2021, CSX announced a three-for-one split of the Company’s common stock in the form of a stock dividend.

Each shareholder of record on June 18, 2021, received two additional shares of common stock for each share held as of this record date.

The new shares were distributed after close of trading on June 28, 2021.

All prior period share and per share amounts, common stock, other capital, and retained earnings presented herein have been retroactively adjusted to reflect the impact of the stock split.

Proportional adjustments were also made to outstanding awards under the Company's stock-based compensation plans.

- goodwill and other intangible assets (see Note 17, *Business Combinations* and Note 18, *Goodwill and Other Intangibles - Net*).

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2020-04, *Facilitation of the Effects of Reference Rate Reform on Financial Reporting*.

CSX 2020 Form 10-K p.45

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2019 | | | | | |

CSX 2020 Form 10-K p.46

February 10, 2021

| Materials, Supplies and Other | | | 1,684 | | | | | | 1,749 | | | | | | 1,931 | | |

| Basic | | | $ | 3.61 | | | | | $ | 4.18 | | | | | $ | 3.86 | |

| Assuming Dilution | | | $ | 3.60 | | | | | $ | 4.17 | | | | | $ | 3.84 | |

| Basic | | | 766 | | | | | | 796 | | | | | | 857 | | |

| Assuming Dilution | | | 768 | | | | | | 798 | | | | | | 861 | | |

| Retained Earnings (Note 1) | | | 12,527 | | | | | | 11,404 | | |

| Cash Payments for Restructuring Charge | | | — | | | | | | — | | | | | | (15) | | |

| December 31, 2017 | | | 889,851 | | | $ | | | 1,107 | | | $ | 14,084 | | $ | (486) | | $ | 16 | | $ | 14,721 | |

| Share Repurchases | | | (72,264) | | | | | | (72) | | | (4,599) | | | — | | | — | | | (4,671) | | |

| Other | | | 593 | | | | | | 32 | | | 114 | | | — | | | 1 | | | 147 | | |

| December 31, 2018 | | | 818,180 | | | | | | 1,067 | | | 12,157 | | | (661) | | | 17 | | | 12,580 | | |

| Share Repurchases | | | (47,819) | | | | | | (48) | | | (3,325) | | | — | | | — | | | (3,373) | | |

| December 31, 2019 | | | 773,471 | | | | | | 1,119 | | | 11,404 | | | (675) | | | 15 | | | 11,863 | | |

| December 31, 2020 | | | 762,529 | | | $ | | | 1,172 | | | $ | 12,527 | | $ | (598) | | $ | 9 | | $ | 13,110 | |

*Acquisition of Pan-Am Railways*

On November 30, 2020, CSX signed a definitive agreement to acquire Pan Am Railways, Inc. (“Pan Am”) which owns and operates a highly integrated, nearly 1,200-mile rail network and has a partial interest in the more than 600-mile Pan Am Southern system.

This will expand CSX’s reach in Connecticut, New York and Massachusetts while adding Vermont, New Hampshire and Maine to its existing network.

A $30 million deposit paid by the Company related to its agreement to acquire Pan Am is included in other investing activities on the consolidated cash flow statement.

This transaction remains subject to regulatory review and approval by the Surface Transportation Board.

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 was required to adopt this new standard update by January 1, 2020.

Adoption did not have a material effect on the Company's results of operations.

In 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.

Adoption did not have a material impact on the Company's disclosures.

At December 31, 2020, approximately $889 million of authority remained under this program.

During 2018, the Company completed four accelerated share repurchase agreements under the October 2017 program.

Under these agreements, the Company paid $1.5 billion and received approximately 22 million total shares.

Stock Plans and Share-Based Compensation, *continued*

| Unvested at December 31, 2019 | | | 643 | | | | | | $ | 60.58 | |

| Granted | | | 356 | | | | | | 76.17 | | |

| Forfeited | | | (34) | | | | | | 66.71 | | |

| Vested | | | (325) | | | | | | 55.35 | | |

The options granted in 2018 vest three years after the grant date (three-year cliff).

| | | | | | | | | | | | | | | |

In addition to CSXT, the Company’s subsidiaries include [added: Quality Carriers, Inc. ("Quality Carriers"),] 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 [removed: 2020] [added: 2021] Form 10-K p.3

During [removed: 2020,] [added: 2021,] the Company's services generated [removed: $10.6] [added: $12.5] billion of revenue and served [removed: three] [added: four] primary lines of business: merchandise, [removed: intermodal] [added: intermodal, coal] and [removed: coal.][added: trucking.]

- The merchandise business shipped [removed: 2.5] [added: 2.6] million carloads [removed: (43 percent] [added: (41%] of volume) and generated [removed: 67 percent] [added: 60%] of revenue in [removed: 2020.][added: 2021.]

The Company’s merchandise business is comprised of shipments in the following diverse markets: chemicals, agricultural and food products, [removed: automotive,] minerals, [added: automotive,] forest products, metals and equipment, and fertilizers.

- The intermodal business shipped [removed: 2.7] [added: 3.0] million units [removed: (46 percent] [added: (48%] of volume) and generated [removed: 16 percent] [added: 16%] of revenue in [removed: 2020.][added: 2021.]

- The coal business shipped [removed: 637] [added: 706] thousand carloads [removed: (11 percent] [added: (11%] of volume) and generated [removed: 13 percent] [added: 14%] of revenue in [removed: 2020.][added: 2021.]

Approximately one-quarter [removed: to one-third] of export coal and the majority of the domestic coal that the Company transports is used for generating electricity or industrial purposes.

Other revenue accounted for [removed: 4 percent] [added: 7%] of the Company’s total revenue in [removed: 2020.][added: 2021.]

This category includes revenue from regional subsidiary [removed: railroads, demurrage, storage at intermodal facilities, revenue for customer volume commitments not met, switching, other] [added: railroads and] incidental [removed: charges] [added: charges, including intermodal storage] and [removed: adjustments to revenue reserves.][added: equipment usage, demurrage and switching.]

Revenue from regional [added: subsidiary] railroads includes shipments by railroads that the Company does not directly operate.

Demurrage represents charges assessed when freight cars [removed: or other equipment] are held [added: by a customer] beyond a specified period of time.

The Company had [removed: nearly 19,300] [added: more than 20,900] employees as of December [removed: 2020,] [added: 2021,] which includes approximately [removed: 15,700] [added: 16,500] employees that are members of a labor union.

CSX prioritizes workplace safety for employees and is committed to continued [removed: safety] improvement through enhanced [added: processes,] training, [removed: processes] [added: technology, communication,] and [removed: technology.][added: continuous collaboration with customers and peers across the railroad industry.]

The FRA Personal Injury Frequency Index, a measure of the number of FRA-reportable injuries per 200,000 man-hours, was [removed: 0.81] [added: 0.92] in [removed: 2020] [added: 2021] and [removed: 0.90] [added: 0.82] in [removed: 2019,] [added: 2020,] representing a [removed: 10% improvement] [added: 12% increase] year over year.

CSX [removed: 2020] [added: 2021] Form 10-K p.4

The Compensation and Talent Management Committee of the Board of Directors is charged with oversight of [removed: human capital management.][added: CSX's workforce.]

In [removed: 2019,] [added: 2021,] CSX was recognized as a “Best Place to Work for Disability Inclusion” by Disability:IN and the American Association of People with Disabilities [added: for a third consecutive year] after receiving a [removed: 100%] [added: top] score on their disability equality index.

A leader in freight rail transportation for more than 190 years, the Company’s heritage dates back to the early nineteenth century when The Baltimore and Ohio Railroad Company [removed: (“B&O”) –] [added: (“B&O”),] the nation’s first common [removed: carrier –] [added: carrier,] was chartered in 1827.

CSX [removed: 2020] [added: 2021] Form 10-K p.5

CSX [removed: 2020] [added: 2021] Form 10-K p.6

For additional information concerning business conducted by the Company during [removed: 2020,] [added: 2021,] see Item 7.

Effective July 1, 2021, CSX acquired Quality Carriers, the largest provider of bulk liquid chemicals truck transportation in North America, from Quality Distribution, Inc. For further details, refer to Note 17, *Business Combinations*.

- The trucking business generated 3% of revenue in 2021.

Trucking revenue includes revenue from the operations of Quality Carriers, which was acquired by CSX effective July 1, 2021.

Intermodal storage represents charges for customer storage of containers at an intermodal terminal, ramp facility or offsite location beyond a specified period of time.

*CSX's Committed Workforce*

Training programs and processes are focused on injury and accident prevention as well as emergency preparedness.

As of December 31, 2021, approximately 20% of CSX's overall workforce and 37% of management was diverse, calculated as the percentage of males of color and all females.

Information regarding the Company's results of operations and financial position can be found in Item 7.

Management’s Discussion and Analysis of Financial Condition.

CSX CORPORATION

PART I

*Human Capital*

Compared to 2019, both the number of injuries and the number of man-hours declined in 2020.

See Item 7.

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

*Positive Train Control*

In 2008, Congress enacted the Rail Safety Improvement Act, which included a mandate that all Class I freight railroads implement an interoperable positive train control system (“PTC”) by the initial deadline of December 31, 2015.

Subsequently, the Positive Train Control Enforcement and Implementation Act of 2015 extended this deadline.

In accordance with this Act, the Company completed installation of all PTC hardware by December 31, 2018, and the PTC system was fully operational and interoperable before December 31, 2020.

PTC is designed to prevent train-to-train collisions, over-speed derailments, incursions into established work-zone limits, and train diversions onto another set of tracks.

PTC must be installed on all main lines with passenger and commuter operations as well as most of those over which toxic-by-inhalation hazardous materials are transported.

While the Company expects ongoing PTC costs, PTC implementation is complete at a total cost of $2.4 billion.

Implementation costs included installing new equipment along tracks, upgrading locomotives, adding communication equipment and developing new technologies.

CSX 2020 Form 10-K p.7

[removed: Commitments] [added: *Commitments] and [removed: Contingencies] [added: Contingencies*] of this annual report on Form 10-K.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

On June 30, [removed: 2020] [added: 2021] (which is the last day of the second quarter and the required date to use), the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately [removed: $53] [added: $72] billion (based on the close price as reported on the NASDAQ National Market System on such date).

There were [removed: 762,505,058] [added: 2,193,389,444] shares of Common Stock outstanding on January 31, [removed: 2021] [added: 2022] (the latest practicable date that is closest to the filing date).

CSX [removed: 2020] [added: 2021] Form 10-K p.1

| | | | [1A. Risk [removed: Factors](#i1736d3dd31584f79bc1bd00543c5b4bd_13)] [added: Factors](#i185e3defd4a34a279067a06c09b5e07a_13)] | | | | | | | | | [removed: [8](#i1736d3dd31584f79bc1bd00543c5b4bd_13)] [added: [7](#i185e3defd4a34a279067a06c09b5e07a_13)] | | |

| | | | [1B. Unresolved Staff [removed: Comments](#i1736d3dd31584f79bc1bd00543c5b4bd_16)] [added: Comments](#i185e3defd4a34a279067a06c09b5e07a_16)] | | | | | | | | | [removed: [13](#i1736d3dd31584f79bc1bd00543c5b4bd_16)] [added: [12](#i185e3defd4a34a279067a06c09b5e07a_16)] | | |

| 3. | | | [Legal [removed: Proceedings](#i1736d3dd31584f79bc1bd00543c5b4bd_22)] [added: Proceedings](#i185e3defd4a34a279067a06c09b5e07a_22)] | | | | | | | | | [removed: [18](#i1736d3dd31584f79bc1bd00543c5b4bd_22)] [added: [17](#i185e3defd4a34a279067a06c09b5e07a_22)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i1736d3dd31584f79bc1bd00543c5b4bd_25)] [added: Disclosures](#i185e3defd4a34a279067a06c09b5e07a_25)] | | | | | | | | | [removed: [18](#i1736d3dd31584f79bc1bd00543c5b4bd_25)] [added: [17](#i185e3defd4a34a279067a06c09b5e07a_25)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i1736d3dd31584f79bc1bd00543c5b4bd_28)] [added: Registrant](#i185e3defd4a34a279067a06c09b5e07a_28)] | | | | | | | | | [removed: [19](#i1736d3dd31584f79bc1bd00543c5b4bd_28)] [added: [18](#i185e3defd4a34a279067a06c09b5e07a_28)] | | |

| 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1736d3dd31584f79bc1bd00543c5b4bd_31)] [added: Securities](#i185e3defd4a34a279067a06c09b5e07a_31)] | | | | | | | | | [removed: [21](#i1736d3dd31584f79bc1bd00543c5b4bd_31)] [added: [20](#i185e3defd4a34a279067a06c09b5e07a_31)] | | |

| 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1736d3dd31584f79bc1bd00543c5b4bd_37)] [added: Operations](#i185e3defd4a34a279067a06c09b5e07a_37)] | | | | | | | | | [removed: [23](#i1736d3dd31584f79bc1bd00543c5b4bd_37)] [added: [22](#i185e3defd4a34a279067a06c09b5e07a_37)] | | |

| | | | | | | | | | [· Terms Used by [removed: CSX](#i1736d3dd31584f79bc1bd00543c5b4bd_40)] [added: CSX](#i185e3defd4a34a279067a06c09b5e07a_40)] | | | [removed: [23](#i1736d3dd31584f79bc1bd00543c5b4bd_40)] [added: [22](#i185e3defd4a34a279067a06c09b5e07a_40)] | | |

| | | | | | | | | | · [Results of [removed: Operations](#i1736d3dd31584f79bc1bd00543c5b4bd_46)] [added: Operations](#i185e3defd4a34a279067a06c09b5e07a_46)] | | | [removed: [25](#i1736d3dd31584f79bc1bd00543c5b4bd_46)] [added: [24](#i185e3defd4a34a279067a06c09b5e07a_46)] | | |

| | | | | | | | | | · [Liquidity and Capital [removed: Resources](#i1736d3dd31584f79bc1bd00543c5b4bd_55)] [added: Resources](#i185e3defd4a34a279067a06c09b5e07a_55)] | | | [removed: [33](#i1736d3dd31584f79bc1bd00543c5b4bd_55)] [added: [34](#i185e3defd4a34a279067a06c09b5e07a_55)] | | |

| | | | | | | | | | [· Labor [removed: Agreements](#i1736d3dd31584f79bc1bd00543c5b4bd_64)] [added: Agreements](#i185e3defd4a34a279067a06c09b5e07a_64)] | | | [removed: [38](#i1736d3dd31584f79bc1bd00543c5b4bd_61)] [added: [40](#i185e3defd4a34a279067a06c09b5e07a_64)] | | |

| | | | | | | | | | [removed: [·](#i1736d3dd31584f79bc1bd00543c5b4bd_67) [Critical] [added: [· Critical] Accounting [removed: Estimates](#i1736d3dd31584f79bc1bd00543c5b4bd_67)] [added: Estimates](#i185e3defd4a34a279067a06c09b5e07a_67)] | | | [removed: [38](#i1736d3dd31584f79bc1bd00543c5b4bd_67)] [added: [40](#i185e3defd4a34a279067a06c09b5e07a_67)] | | |

| | | | | | | | | | [removed: [·](#i1736d3dd31584f79bc1bd00543c5b4bd_70) [Forward-Looking Statements](#i1736d3dd31584f79bc1bd00543c5b4bd_70)] [added: [· Forward-Looking Statements](#i185e3defd4a34a279067a06c09b5e07a_70)] | | | [removed: [43](#i1736d3dd31584f79bc1bd00543c5b4bd_70)] [added: [45](#i185e3defd4a34a279067a06c09b5e07a_70)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i1736d3dd31584f79bc1bd00543c5b4bd_73)] [added: Risk](#i185e3defd4a34a279067a06c09b5e07a_73)] | | | | | | | | | [removed: [45](#i1736d3dd31584f79bc1bd00543c5b4bd_73)] [added: [47](#i185e3defd4a34a279067a06c09b5e07a_73)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i1736d3dd31584f79bc1bd00543c5b4bd_76)] [added: Data](#i185e3defd4a34a279067a06c09b5e07a_76)] | | | | | | | | | [removed: [46](#i1736d3dd31584f79bc1bd00543c5b4bd_76)] [added: [48](#i185e3defd4a34a279067a06c09b5e07a_76)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1736d3dd31584f79bc1bd00543c5b4bd_178)] [added: Disclosure](#i185e3defd4a34a279067a06c09b5e07a_157)] | | | | | | | | | [removed: [101](#i1736d3dd31584f79bc1bd00543c5b4bd_178)] [added: [110](#i185e3defd4a34a279067a06c09b5e07a_157)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i1736d3dd31584f79bc1bd00543c5b4bd_181)] [added: Procedures](#i185e3defd4a34a279067a06c09b5e07a_160)] | | | | | | | | | [removed: [101](#i1736d3dd31584f79bc1bd00543c5b4bd_181)] [added: [110](#i185e3defd4a34a279067a06c09b5e07a_160)] | | |

| 10. | | | [Directors, Executive Officers of the Registrant and Corporate [removed: Governance](#i1736d3dd31584f79bc1bd00543c5b4bd_187)] [added: Governance](#i185e3defd4a34a279067a06c09b5e07a_166)] | | | | | | | | | [removed: [104](#i1736d3dd31584f79bc1bd00543c5b4bd_187)] [added: [113](#i185e3defd4a34a279067a06c09b5e07a_166)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1736d3dd31584f79bc1bd00543c5b4bd_193)] [added: Matters](#i185e3defd4a34a279067a06c09b5e07a_172)] | | | | | | | | | [removed: [104](#i1736d3dd31584f79bc1bd00543c5b4bd_193)] [added: [113](#i185e3defd4a34a279067a06c09b5e07a_172)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1736d3dd31584f79bc1bd00543c5b4bd_196)] [added: Independence](#i185e3defd4a34a279067a06c09b5e07a_175)] | | | | | | | | | [removed: [104](#i1736d3dd31584f79bc1bd00543c5b4bd_196)] [added: [113](#i185e3defd4a34a279067a06c09b5e07a_175)] | | |

| 14. | | | [Principal Accounting Fees and [removed: Services](#i1736d3dd31584f79bc1bd00543c5b4bd_199)] [added: Services](#i185e3defd4a34a279067a06c09b5e07a_178)] | | | | | | | | | [removed: [104](#i1736d3dd31584f79bc1bd00543c5b4bd_199)] [added: [113](#i185e3defd4a34a279067a06c09b5e07a_178)] | | |

| 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i1736d3dd31584f79bc1bd00543c5b4bd_202)] [added: Schedules](#i185e3defd4a34a279067a06c09b5e07a_181)] | | | | | | | | | [removed: [104](#i1736d3dd31584f79bc1bd00543c5b4bd_202)] [added: [114](#i185e3defd4a34a279067a06c09b5e07a_181)] | | |

CSX [removed: 2020] [added: 2021] Form 10-K p.2

| 1. | | | [Business](#i185e3defd4a34a279067a06c09b5e07a_10) | | | | | | | | | [3](#i185e3defd4a34a279067a06c09b5e07a_10) | | |

| 2. | | | [Properties](#i185e3defd4a34a279067a06c09b5e07a_19) | | | | | | | | | [13](#i185e3defd4a34a279067a06c09b5e07a_19) | | |

| 6. | | | [Reserved](#i185e3defd4a34a279067a06c09b5e07a_34) | | | | | | | | | [21](#i185e3defd4a34a279067a06c09b5e07a_34) | | |

| | | | | | | | | | [· 202](#i185e3defd4a34a279067a06c09b5e07a_43)[1](#i185e3defd4a34a279067a06c09b5e07a_43) [Highlights](#i185e3defd4a34a279067a06c09b5e07a_43) | | | [24](#i185e3defd4a34a279067a06c09b5e07a_43) | | |

| | | | | | | | | | [·](#i185e3defd4a34a279067a06c09b5e07a_58) [Contractual Obligations, Other Commitments and Off-Balance Sheet Arrangements](#i185e3defd4a34a279067a06c09b5e07a_58) | | | [39](#i185e3defd4a34a279067a06c09b5e07a_58) | | |

| 9B. | | | [Other Information](#i185e3defd4a34a279067a06c09b5e07a_163) | | | | | | | | | [113](#i185e3defd4a34a279067a06c09b5e07a_163) | | |

| 9C. | | | [D](#i185e3defd4a34a279067a06c09b5e07a_1726)[isclosure](#i185e3defd4a34a279067a06c09b5e07a_1726) [Regarding Foreign Jurisdictions that Prevent Inspections](#i185e3defd4a34a279067a06c09b5e07a_1726) | | | | | | | | | [113](#i185e3defd4a34a279067a06c09b5e07a_1726) | | |

| 11. | | | [Executive Compensation](#i185e3defd4a34a279067a06c09b5e07a_169) | | | | | | | | | [113](#i185e3defd4a34a279067a06c09b5e07a_169) | | |

| [Signatures](#i185e3defd4a34a279067a06c09b5e07a_184) | | | | | | | | | | | | [118](#i185e3defd4a34a279067a06c09b5e07a_184) | | |

| 1. | | | [Business](#i1736d3dd31584f79bc1bd00543c5b4bd_10) | | | | | | | | | [3](#i1736d3dd31584f79bc1bd00543c5b4bd_10) | | |

| 2. | | | [Properties](#i1736d3dd31584f79bc1bd00543c5b4bd_19) | | | | | | | | | [14](#i1736d3dd31584f79bc1bd00543c5b4bd_19) | | |

| 6. | | | [Selected Financial Data](#i1736d3dd31584f79bc1bd00543c5b4bd_34) | | | | | | | | | [22](#i1736d3dd31584f79bc1bd00543c5b4bd_34) | | |

| | | | | | | | | | [· 2020 Highlights](#i1736d3dd31584f79bc1bd00543c5b4bd_43) | | | [25](#i1736d3dd31584f79bc1bd00543c5b4bd_43) | | |

| | | | | | | | | | · [Schedule of Contractual Obligations and Commercial Commitments](#i1736d3dd31584f79bc1bd00543c5b4bd_58) | | | [36](#i1736d3dd31584f79bc1bd00543c5b4bd_58) | | |

| | | | | | | | | | · [Off-Balance Sheet Arrangements](#i1736d3dd31584f79bc1bd00543c5b4bd_61) | | | [38](#i1736d3dd31584f79bc1bd00543c5b4bd_61) | | |

| 9B. | | | [Other Information](#i1736d3dd31584f79bc1bd00543c5b4bd_184) | | | | | | | | | [104](#i1736d3dd31584f79bc1bd00543c5b4bd_184) | | |

| 11. | | | [Executive Compensation](#i1736d3dd31584f79bc1bd00543c5b4bd_190) | | | | | | | | | [104](#i1736d3dd31584f79bc1bd00543c5b4bd_190) | | |

| [Signatures](#i1736d3dd31584f79bc1bd00543c5b4bd_205) | | | | | | | | | | | | [109](#i1736d3dd31584f79bc1bd00543c5b4bd_205) | | |

CSX 2021 Form 10-K p.12

CSX 2020 Form 10-K p.13

CSXT’s track structure includes mainline track, connecting terminals and yards, track within terminals and switching yards, sidings used for passing trains, track connecting CSXT's track to customer locations and [removed: track] [added: turnouts] that [removed: diverts] [added: divert] trains from one track to [removed: another known as turnouts.][added: another.]

At December [removed: 2020,] [added: 2021,] the breakdown of track miles was as follows:

| Single mainline track | | | [removed: 19,605] [added: 19,433] | | |

| Other mainline track | | | [removed: 5,695] [added: 5,707] | | |

| Terminals and switching yards | | | [removed: 9,289] [added: 9,278] | | |

| Passing sidings and turnouts | | | [removed: 896] [added: 887] | | |

The Company’s largest yards and terminals based on [removed: 2020] [added: 2021] volume (number of railcars or intermodal containers processed) are listed below.

| Bedford Park Intermodal Terminal (Chicago) | | | [removed: 896,474] [added: 916,805] | | |

| Fairburn, GA Intermodal Terminal (Atlanta) | | | [removed: 424,377] [added: 392,688] | | |

CSX [removed: 2020] [added: 2021] Form 10-K p.14

CSXT’s coal network remains well positioned to supply utility markets in both the Northeast and Southeast and to transport coal shipments for export outside of the U.S. Approximately one-quarter [removed: to one-third] of export coal and the majority of the domestic coal that the Company transports is used for generating electricity or industrial purposes.

Also included on the map, [removed: CSX] [added: "CSX] Operating [removed: Agreement] [added: Agreement"] indicates areas within which CSX can operate through trackage rights beyond the CSX network.

CSX [removed: 2020] [added: 2021] Form 10-K p.15

[removed: ][added: ]

CSX [removed: 2020] [added: 2021] Form 10-K p.16

As of December [removed: 2020,] [added: 2021,] CSXT owns or long-term leases more than 3,500 locomotives.

Of owned locomotives, approximately [removed: 66%] [added: 68%] were in active service as of December 31, [removed: 2020,] [added: 2021,] and the remainder were in storage to be utilized as needed.

As of December [removed: 2020,] [added: 2021,] CSXT’s fleet of owned or long-term leased locomotives consisted of the following types:

| Auxiliary units | | | 178 | | | | | | 5 | | % | | | | [removed: 28] [added: 29] | | |

| Total locomotives | | | [removed: 3,539] [added: 3,516] | | | | | | 100 | | % | | | | [removed: 21] [added: 22] | | |

The Company owns or long-term leases [added: rail] equipment, including several types of freight cars and intermodal containers.

Of total owned and long-term leased equipment, approximately [removed: 77%] [added: 87%] was in active service as of December 31, [removed: 2020,] [added: 2021,] and the remainder were in storage to be utilized as needed.

As of December [removed: 2020,] [added: 2021,] the Company’s owned and long-term leased equipment consisted of the following:

| Multi-level flat cars | | | [removed: 11,161] [added: 10,910] | | | | | | [removed: 22] [added: 23] | | % |

| Covered hoppers | | | [removed: 7,832] [added: 7,187] | | | | | | [removed: 16] [added: 15] | | % |

| Open-top hoppers | | | [removed: 6,970] [added: 6,610] | | | | | | 14 | | % |

| Box cars | | | [removed: 4,247] [added: 3,926] | | | | | | [removed: 9] [added: 8] | | % |

| Flat cars | | | [removed: 658] [added: 622] | | | | | | 1 | | % |

| Other cars | | | [removed: 242] [added: 384] | | | | | | 1 | | % |

| Subtotal freight cars | | | [removed: 49,766] [added: 48,033] | | | | | | 100 | | % |

| Total equipment | | | [removed: 67,200] [added: 65,180] | | | | | | | | |

At any time, [removed: over half] [added: approximately two-thirds] of the railcars on the CSXT system are not owned or leased by the Company.

The Company’s revenue-generating equipment, either owned or long-term leased, [added: primarily] consists of freight cars and containers as described below.

| Total | | | 35,305 | | |

| Waycross, GA | | | 930,621 | | |

| Avon, IN (Indianapolis) | | | 671,856 | | |

| Nashville, TN | | | 660,424 | | |

| Cincinnati, OH | | | 644,679 | | |

| Selkirk, NY | | | 620,526 | | |

| Walbridge, OH (Toledo) | | | 407,205 | | |

| Louisville, KY | | | 336,211 | | |

| Chicago 59th St. Intermodal Terminal | | | 313,870 | | |

CSX 2021 Form 10-K p.13

| Freight | | | 3,126 | | | | | | 89 | | % | | | | 22 | | |

| Switching | | | 212 | | | | | | 6 | | % | | | | 43 | | |

| Gondolas | | | 18,394 | | | | | | 38 | | % |

| Containers | | | 17,147 | | | | | | | | |

| Total | | | 35,485 | | |

| Waycross, GA | | | 907,445 | | |

| Nashville, TN | | | 653,643 | | |

| Avon, IN (Indianapolis) | | | 626,868 | | |

| Cincinnati, OH | | | 603,773 | | |

| Selkirk, NY | | | 597,966 | | |

| Walbridge, OH (Toledo) | | | 389,169 | | |

| Chicago, IL | | | 334,743 | | |

| Louisville, KY | | | 296,277 | | |

| Freight | | | 3,142 | | | | | | 89 | | % | | | | 21 | | |

| Switching | | | 219 | | | | | | 6 | | % | | | | 42 | | |

| Gondolas | | | 18,656 | | | | | | 37 | | % |

| Containers | | | 17,434 | | | | | | | | |

CSX 2020 Form 10-K p.17

CSX [removed: 2020] [added: 2021] Form 10-K p.18

| James M. Foote, [removed: 67] [added: 68] *President and Chief Executive Officer* | | | Foote has served as President and Chief Executive Office since December 2017. He joined CSX in October 2017 as Chief Operating Officer, with responsibility for both operations and sales and marketing. Mr. Foote has more than 40 years of railroad industry experience. Most recently, he was President and Chief Executive Officer of Bright Rail Energy. Before heading Bright Rail, he was Executive Vice President, Sales and Marketing with Canadian National Railway Company. At Canadian National, Mr. Foote also served as Vice President – Investor Relations and Vice President Sales and Marketing – Merchandise. | | |

| Kevin S. Boone, [removed: 43] [added: 44] *Executive Vice President and Chief [removed: Financial] [added: Sales & Marketing] Officer* | | | Boone was named Executive Vice President and Chief [removed: Financial] [added: Sales & Marketing] Officer in [removed: October 2019] [added: June 2021] after serving as [removed: Interim] Chief Financial Officer since May 2019. In [removed: this] [added: his current] role, he is responsible for [removed: all financial aspects of] the [removed: Company's business including financial and economic analysis, accounting, tax, treasury, real estate and purchasing activities.] [added: commercial organization.] Mr. Boone has more than [removed: 19] [added: 20] years of experience in finance, accounting, mergers and acquisitions, and transportation performance analysis. He joined CSX in September 2017 as Vice President of Corporate Affairs and Chief Investor Relations Officer and was later named Vice President, Marketing and Strategy leading research and data analysis to advance growth strategies for CSX. Before joining CSX in 2017, Mr. Boone worked as a Senior Equity Research Analyst at Janus Capital. He also served as a Vice President at Morgan Stanley in equity research and an associate at Merrill Lynch in the mergers and acquisitions group. | | |

| Jamie J. Boychuk, [removed: 43] [added: 44] *Executive Vice President of Operations* | | | Boychuk has served as CSXT's Executive Vice President of Operations since October 2019. In this role, he is responsible for mechanical, engineering, transportation and network operations, including terminals. Since joining CSXT in 2017, he has held the positions of Senior Vice President of Network, Engineering, Mechanical and Intermodal Operations; Vice President of Scheduled Railroading; and Assistant Vice President of Transportation Support. Mr. Boychuk previously worked at Canadian National Railway, where he served for 20 years in various operational roles of increasing responsibility, including sub-region General Manager. | | |

| Nathan D. Goldman, [removed: 63] [added: 64] *Executive Vice President and Chief Legal Officer* | | | Goldman has served as Executive Vice President and Chief Legal Officer, and Corporate Secretary of CSX since November 2017. In this role, he directs the Company’s legal affairs, government relations, corporate communications, risk management, public safety, environmental, and audit functions. During his [removed: 17] [added: 18] years with the Company, Mr. Goldman has previously served as Vice President of Risk Compliance and General Counsel and has overseen work in compliance, risk management and safety programs. | | |

CSX [removed: 2020] [added: 2021] Form 10-K p.19

| Diana B. Sorfleet, [removed: 56] [added: 57] *Executive Vice President and Chief Administrative Officer* | | | Sorfleet was named Executive Vice President and Chief Administrative Officer in July 2018. In this role, her responsibilities include human resources, information technology, labor relations, people systems and analytics, total rewards and aviation. During her [removed: 9] [added: 10] years with the Company, Ms. Sorfleet has previously served as Chief Human Resources Officer. Prior to joining CSX, she worked in human resources for 20 years. | | |

| Angela C. Williams, [removed: 46] [added: 47] *Vice President and Chief Accounting Officer* | | | Williams has served as Vice President and Chief Accounting Officer of CSX since March 2018. She is responsible for financial and regulatory reporting, freight billing and collections, payroll, accounts payable and various other accounting processes. During her [removed: 17] [added: 18] years with the Company, she previously served as Assistant Vice President - Assistant Controller and in other various accounting roles. With more than 24 years of experience, Williams held various accounting and auditing positions prior to joining CSX. Ms. Williams is a Certified Public Accountant. | | |

CSX 2021 Form 10-K p.17

| Sean R. Pelkey, 42 *Executive Vice President and Chief Financial Officer* | | | Pelkey was named Executive Vice President and Chief Financial Officer in January 2022 after serving as Vice President and Acting Chief Financial Officer since June 2021. Prior to these roles, Pelkey held the role of Vice President Finance & Treasury since 2017. In his current role, he is responsible for all financial aspects of the Company's business including financial and economic analysis, accounting, tax, treasury, real estate and purchasing activities. Prior to 2017, he has held the positions of AVP Capital Markets and Director Performance Analysis. During his 16 years with CSX, Mr. Pelkey has held a variety of other roles, including financial planning and technology finance. | | |

| Mark K. Wallace, 51 *Executive Vice President and Chief Sales & Marketing Officer* | | | Wallace has served as Executive Vice President of Sales and Marketing since July 2018. In his current role, Mr. Wallace is responsible for the commercial organization. He joined the Company in March 2017 and previously served as Executive Vice President and Chief Administrative Officer and Executive Vice President of Corporate Affairs and Chief of Staff to the CEO. Prior to joining CSX, he served as the Vice President of Corporate Affairs at Canadian Pacific Railway Limited with responsibility for the corporate communications and public affairs, investor relations, facilities and real estate functions. Prior to his time at Canadian Pacific, Mr. Wallace spent more than 15 years in various senior management positions with Canadian National Railway Company. | | |

CSX 2020 Form 10-K p.20

A total of [removed: 1.8] [added: 5.4] billion shares of common stock are authorized, of which [removed: 762,529,119] [added: 2,201,787,404] shares were outstanding as of December 31, [removed: 2020.][added: 2021.]

At January 31, [removed: 2021,] [added: 2022,] the latest practicable date that is closest to the filing date, there were [removed: 24,100] [added: 23,137] common stock shareholders of record.

The weighted average of common shares outstanding, which was used in the calculation of diluted earnings per share, was [removed: 768] [added: 2,255] million as of December 31, [removed: 2020.][added: 2021.]

(See Note 2, [removed: Earnings] [added: *Earnings] Per [removed: Share.)] [added: Share*.)] A total of 25 million shares of preferred stock is authorized, none of which is currently outstanding.

The cumulative shareholder returns, assuming reinvestment of dividends, on $100 invested at December 31, [removed: 2015] [added: 2016] are illustrated on the graph below.

[removed: ][added: ]

The Company continues to repurchase shares under the $5 billion program announced in [removed: January 2019.][added: October 2020.]

For more information about share repurchases, see Note [removed: 2 Earnings] [added: 2, *Earnings] Per [removed: Share.][added: Share*.]

Share repurchase activity of [removed: $203] [added: $570] million for the fourth quarter [removed: 2020] [added: 2021] was as follows:

| Fourth Quarter | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(a)] [added: Programs] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | | | | |

| 2021 | | | $ | 0.093 | | | | | $ | 0.093 | | | | | $ | 0.093 | | | | | $ | 0.093 | | | | | $ | 0.372 | |

| 2020 | | | $ | 0.087 | | | | | $ | 0.087 | | | | | $ | 0.087 | | | | | $ | 0.087 | | | | | $ | 0.348 | |

CSX 2021 Form 10-K p.20

Total repurchase authority remaining as of December 31, 2021 was $3.0 billion.

| Beginning Balance | | | | | | | | | | | | | | | | | | | | | $ | | | 3,572,838,310 | | |

| October 1 - October 31, 2021 | | | 5,194,579 | | | | | | $ | | | 31.56 | | | 5,194,579 | | | | | | | | | 3,408,904,138 | | |

| November 1 - November 30, 2021 | | | 4,300,579 | | | | | | | | | 35.60 | | | 4,300,579 | | | | | | | | | 3,255,785,536 | | |

| December 1 - December 31, 2021 | | | 6,984,577 | | | | | | | | | 36.17 | | | 6,984,577 | | | | | | | | | 3,003,170,964 | | |

| Ending Balance | | | 16,479,735 | | | | | | $ | | | 34.57 | | | 16,479,735 | | | | | | $ | | | 3,003,170,964 | | |

| 2020 | | | $ | 0.26 | | | | | $ | 0.26 | | | | | $ | 0.26 | | | | | $ | 0.26 | | | | | $ | 1.04 | |

| 2019 | | | $ | 0.24 | | | | | $ | 0.24 | | | | | $ | 0.24 | | | | | $ | 0.24 | | | | | $ | 0.96 | |

CSX 2020 Form 10-K p.21

On October 21, 2020, the Company announced a new, incremental $5 billion share repurchase program.

| Beginning Balance | | | | | | | | | | | | | | | | | | | | | $ | | | 1,092,188,096 | | |

| October 1 - October 31, 2020 | | | 978,384 | | | | | | $ | | | 78.51 | | | 978,384 | | | | | | | | | 6,015,375,220 | | |

| November 1 - November 30, 2020 | | | 348,885 | | | | | | | | | 78.81 | | | 334,275 | | | | | | | | | 5,989,233,126 | | |

| December 1 - December 31, 2020 | | | 1,110,784 | | | | | | | | | 90.03 | | | 1,110,784 | | | | | | | | | 5,889,233,126 | | |

| Ending Balance | | | 2,438,053 | | | | | | $ | | | 83.80 | | | 2,423,443 | | | | | | $ | | | 5,889,233,126 | | |

*(a) The difference between the "Total Number of Shares Purchased" and the "Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs" of 14,610 shares for the quarter represents shares purchased to fund the Company's contribution to a 401(k) plan that covers certain union employees.*

CSX 2021 Form 10-K p.21

Not Applicable

CSX 2020 Form 10-K p.22

The pension plan assets at fair value by level, within the fair value hierarchy, as of calendar plan years [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are shown in the table below.

For additional information related to pension assets, see Note 9, [removed: Employee] [added: *Employee] Benefit [removed: Plans.][added: Plans*.]

| [removed: | | | 2020 | | |] [added: *(Dollars in Millions)*] | | | [added: 2021] | | | | | | [added: 2020] | | | | | | 2019 | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Common Stock | | | $ | [removed: 337] [added: 487] | | | | | $ | — | | | | | | | | | | | $ | [removed: 337] [added: 487] | | | | | $ | [removed: 823] [added: 337] | | | | | $ | — | | | | | | | | | | | $ | [removed: 823] [added: 337] | |

| Mutual funds | | | [removed: 21] [added: 14] | | | | | | — | | | | | | | | | | | | [removed: 21] [added: 14] | | | | | | [removed: 78] [added: 21] | | | | | | — | | | | | | | | | | | | [removed: 78] [added: 21] | | |

| Cash and cash equivalents | | | [removed: 387] [added: 108] | | | | | | — | | | | | | | | | | | | [removed: 387] [added: 108] | | | | | | [removed: 229] [added: 387] | | | | | | — | | | | | | | | | | | | [removed: 229] [added: 387] | | |

| Corporate bonds | | | — | | | | | | [removed: 1,026] [added: 1,013] | | | | | | | | | | | | [removed: 1,026] [added: 1,013] | | | | | | — | | | | | | [removed: 588] [added: 1,026] | | | | | | | | | | | | [removed: 588] [added: 1,026] | | |

| Government securities | | | — | | | | | | [removed: 164] [added: 173] | | | | | | | | | | | | [removed: 164] [added: 173] | | | | | | — | | | | | | [removed: 217] [added: 164] | | | | | | | | | | | | [removed: 217] [added: 164] | | |

| Asset-backed securities, derivatives and other | | | — | | | | | | [removed: 85] [added: 98] | | | | | | | | | | | | [removed: 85] [added: 98] | | | | | | — | | | | | | [removed: 17] [added: 85] | | | | | | | | | | | | [removed: 17] [added: 85] | | |

| Total investments in the fair value hierarchy | | | $ | [removed: 745] [added: 609] | | | | | $ | [removed: 1,275] [added: 1,284] | | | | | | | | | | | $ | [removed: 2,020] [added: 1,893] | | | | | $ | [removed: 1,130] [added: 745] | | | | | $ | [removed: 822] [added: 1,275] | | | | | | | | | | | $ | [removed: 1,952] [added: 2,020] | |

| Investments measured at net asset value *(a)* | | | n/a | | | | | | n/a | | | | | | | | | | | | $ | [removed: 980] [added: 1,123] | | | | | n/a | | | | | | n/a | | | | | | | | | | | | $ | [removed: 873] [added: 980] | |

| Investments at fair value | | | $ | [removed: 745] [added: 609] | | | | | $ | [removed: 1,275] [added: 1,284] | | | | | | | | | | | $ | [removed: 3,000] [added: 3,016] | | | | | $ | [removed: 1,130] [added: 745] | | | | | $ | [removed: 822] [added: 1,275] | | | | | | | | | | | $ | [removed: 2,825] [added: 3,000] | |

| *(Dollars in Millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net Periodic Pension and Post-retirement Benefit Credit *(a)* | | | $ | [removed: 42] [added: 64] | | | | | $ | [removed: 43] [added: 42] | | | | | $ | [removed: 38] [added: 43] | |

| Interest Income | | | [removed: 17] [added: 7] | | | | | | [removed: 48] [added: 17] | | | | | | [removed: 32] [added: 48] | | |

| Debt Repurchase Expense | | | [removed: (48)] [added: —] | | | | | | [removed: (10)] [added: (48)] | | | | | | [removed: —] [added: (10)] | | |

| Miscellaneous Income | | | 8 | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 4] [added: 7] | | |

| Total Other Income - Net | | | $ | [removed: 19] [added: 79] | | | | | $ | [removed: 88] [added: 19] | | | | | $ | [removed: 74] [added: 88] | |

| *(Dollars in Millions)* | | | [removed: 2020] [added: 2021] | | | | | | [added: 2020 | | | | | |] 2019 | | |

| Conrail | | | $ | [removed: 1,025] [added: 1,083] | | | | | $ | [removed: 982] [added: 1,025] | |

| TTX | | | [removed: 796] [added: 849] | | | | | | [removed: 743] [added: 796] | | |

| Other | | | [removed: 164] [added: 167] | | | | | | [removed: 154] [added: 164] | | |

| Total | | | $ | [removed: 1,985] [added: 2,099] | | | | | $ | [removed: 1,879] [added: 1,985] | |

These expenses are included in [removed: materials, supplies] [added: purchased services] and other on the consolidated income statements.

| [removed: 2021] | | | [removed: $] [added: 2021] | [removed: 30] | | [added: | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 2022 | | | [removed: 30] [added: $] | [added: 31] | |

| 2023 | | | [removed: 30] [added: 31] | | |

| 2024 | | | [removed: 22] [added: 23] | | |

| Total | | | $ | [removed: 112] [added: 85] | |

This write-up of fixed assets resulted in a difference between CSX's investment in Conrail and its share of Conrail's underlying net equity, which is [removed: $335] [added: $331] million as of December [removed: 2020.][added: 2021.]

All amounts in the table below are included in [removed: materials, supplies] [added: purchased services] and other expenses on the Company’s consolidated income statements.

| Rents, fees and services | | | $ | [removed: 126] [added: 128] | | | | | $ | [removed: 119] [added: 126] | | | | | $ | [removed: 117] [added: 119] | |

| Equity earnings of Conrail | | | [removed: (49)] [added: (44)] | | | | | | [removed: (42)] [added: (49)] | | | | | | [removed: (43)] [added: (42)] | | |

| Total Conrail Expense | | | $ | [removed: 81] [added: 88] | | | | | $ | 81 | | | | | $ | [removed: 78] [added: 81] | |

As required by the *Related Party Disclosures Topic* in the ASC, the Company has [removed: identified] [added: disclosed] amounts below owed to Conrail, or its subsidiaries, representing liabilities under the operating, equipment and shared area agreements with Conrail.

Interest expense from these promissory notes was $6 million in each [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

| CSX accounts payable to Conrail | | | $ | [removed: 50] [added: 100] | | | | | $ | [removed: 213] [added: 50] | |

| 1.31% CSX Promissory Note due December 2050 | | | 73 | | | | | | [removed: —] [added: 73] | | |

| 1.31% CSXT Promissory Note due December 2050 | | | 368 | | | | | | [removed: —] [added: 368] | | |

| Car hire rents | | | $ | [removed: 219] [added: 221] | | | | | $ | [removed: 223] [added: 219] | | | | | $ | 223 | |

For discussion of the drivers of changes in net periodic pension and post-retirement benefit credit from 2020 to 2021 and from 2019 to 2020, refer to Note 9, *Employee Benefit Plans*.

CSX 2021 Form 10-K p.101

| *(Dollars in Millions)* | | | 2021 | | | | | | 2020 | | |

| 2026 | | | — | | |

CSX 2021 Form 10-K p.102

| *(Dollars in Millions)* | | | 2021 | | | | | | 2020 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

CSX 2021 Form 10-K p.103

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

CSX 2021 Form 10-K p.104

| Balance December 31, 2021 - Net of Tax | | | $ | (431) | | $ | 70 | | $ | (47) | | $ | (408) | |

CSX 2021 Form 10-K p.105

Item 8.

Financial Statements and Supplementary Data

NOTE 17.

Business Combinations

*Acquisition of Quality Carriers, Inc.*

On July 1, 2021, the Company completed its acquisition of Quality Carriers, the largest provider of bulk liquid chemicals truck transportation in North America, for $544 million in cash, which is presented on the statement of cash flows net of $3 million cash acquired.

Through a network of over 100 company-owned and affiliate terminals and facilities in key locations throughout the United States, Canada and Mexico, Quality Carriers provides transportation services to many of the leading chemical producers and shippers in North America.

The results of Quality Carriers' operations and its cash flows were consolidated prospectively.

The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805, Business Combinations.

The purchase price allocation was finalized as of December 31, 2021, and total measurement period adjustments to the preliminary allocation were immaterial.

The allocation of total consideration to the fair values of the acquired assets and liabilities of Quality Carriers is summarized in the table below.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| *(Dollars in millions)* | | | July 1, 2021 | | |

| Assets Acquired: | | | | | |

| Cash and Cash Equivalents | | | $ | 3 | |

| Accounts Receivable, net | | | 113 | | |

| Properties and Equipment, net | | | 225 | | |

| Goodwill | | | 213 | | |

| Intangible Assets | | | 180 | | |

| Other Assets | | | 9 | | |

| Total Assets Acquired | | | $ | 743 | |

| Liabilities Assumed: | | | | | |

| Accounts Payable and Accrued Liabilities | | | $ | 48 | |

| Finance Lease Obligations and Notes Payable | | | 68 | | |

| Casualty, Environmental and Other Reserves | | | 62 | | |

Interest income decreased from 2019 to 2020 primarily as a result of lower interest rates, partially offset by higher average investment balances.

Interest income increased from 2018 to 2019 primarily as a result of higher average cash and short-term investment balances.

CSX 2020 Form 10-K p.96

CSX 2020 Form 10-K p.97

| 2.89% CSX Promissory Note due October 2044 | | | — | | | | | | 73 | | |

| 2.89% CSXT Promissory Note due October 2044 | | | — | | | | | | 151 | | |

CSX 2020 Form 10-K p.98

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

CSX 2020 Form 10-K p.99

See Note 9.

| Reclassification of Stranded Tax Effects *(a)* | | | (108) | | | — | | | 1 | | | (107) | | |

*(a) As the result of a standard update adopted in 2018, certain tax effects stranded in accumulated other comprehensive income as a result of tax reform were reclassified to retained earnings.*

CSX 2020 Form 10-K p.100

As of December 31, [removed: 2020,] [added: 2021,] under the supervision and with the participation of CSX's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures.

Based on that evaluation, the CEO and CFO concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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.

Under the supervision and with the participation of the management of CSX, including CSX’s CEO and CFO, CSX conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which is also referred to as COSO.

Based on that evaluation, management of CSX concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

We have audited CSX Corporation’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, CSX Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CSX Corporation as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes of the Company and our report dated February [removed: 10, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

CSX 2021 Form 10-K p.110

CSX 2021 Form 10-K p.111

February 16, 2022

CSX 2021 Form 10-K p.112

CSX 2020 Form 10-K p.101

CSX 2020 Form 10-K p.102

February 10, 2021

CSX 2020 Form 10-K p.103

PART III

Not applicable.

PART III

The Proxy Statement will be filed no later than April 30, [removed: 2021] [added: 2022] with respect to the [removed: 2021] [added: 2022] annual meeting of shareholders, except for the information regarding the executive officers of the Company.

CSX 2021 Form 10-K p.113

CSX CORPORATION

| See Index to Consolidated Financial Statements on page | | | [removed: [46](#i1736d3dd31584f79bc1bd00543c5b4bd_76).] [added: [48](#i185e3defd4a34a279067a06c09b5e07a_76).] | | |

The information required by Schedule II, *Valuation and Qualifying Accounts*, is included in Note 5 to the Consolidated Financial Statements, [removed: Casualty,] [added: *Casualty,] Environmental and Other [removed: Reserves.][added: Reserves*.]

[added: *(b)*] The documents listed below are being filed or have previously been filed on behalf of CSX and are incorporated herein by reference from the documents indicated and made a part hereof.

| 2.1 | | | [Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holding Corporation, Norfolk Southern Corporation, Norfolk Southern Railway Company, CRR Holdings LLC, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC, Pennsylvania Lines LLC, NYC Newco, Inc. and PRR Newco, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/88128/000095012304010597/y01612bexv2w1.txt)] [added: Inc](https://www.sec.gov/Archives/edgar/data/88128/000095012304010597/y01612bexv2w1.txt)[.](https://www.sec.gov/Archives/edgar/data/88128/000095012304010597/y01612bexv2w1.txt)] | | | September 2, 2004, Exhibit 2.1, Form 8-K | | |

| 3.1 | | | [Amended and Restated Articles of Incorporation [removed: of](https://www.sec.gov/Archives/edgar/data/277948/000027794815000010/csx12262014exhibit31amende.htm) [CSX Corporation](https://www.sec.gov/Archives/edgar/data/277948/000027794815000010/csx12262014exhibit31amende.htm)[,] [added: of CSX Corporation,] effective as of December 16, 2014](https://www.sec.gov/Archives/edgar/data/277948/000027794815000010/csx12262014exhibit31amende.htm) | | | February 11, 2015, Exhibit 3.1, Form 10-K | | |

| [removed: 3.2] [added: 3.3] | | | [Amended and Restated Bylaws of CSX Corporation, effective as of October 7, 2020](http://www.sec.gov/Archives/edgar/data/277948/000119312520268055/d942836dex31.htm) | | | October 13, 2020 Exhibit 3.1, Form 8-K | | |

| 4.1(i) | | | [Eighth Supplemental Indenture, dated as of March 24, 2010, between the Registrant and The Bank of New York [removed: Mellon](http://www.sec.gov/Archives/edgar/data/277948/000027794810000025/exhibit_4.htm) [](http://www.sec.gov/Archives/edgar/data/277948/000027794810000025/exhibit_4.htm)[(as] [added: Mellon (as] successor to JP Morgan Chase Bank), as Trustee](http://www.sec.gov/Archives/edgar/data/277948/000027794810000025/exhibit_4.htm) | | | April 19, 2010, Exhibit 4.1, Form 10-Q | | |

| [removed: 4.2] [added: 4.2*] | | | [Description of Common [removed: Stock](http://www.sec.gov/Archives/edgar/data/277948/000119312518221500/d385697d8k.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/277948/000027794822000009/csx-12312021ex42descriptio.htm)] | | | [removed: July 19, 2018 Form 8-K] | | |

| [removed: 10.1] [added: 10.12] | | | [CSX Directors’ [removed: Pre-2005] Deferred Compensation Plan [removed: (as amended through] [added: effective] January [removed: 8, 2008)](http://www.sec.gov/Archives/edgar/data/277948/000027794808000036/ex102.htm)] [added: 1, 2005](http://www.sec.gov/Archives/edgar/data/277948/000027794808000036/ex103.htm)] | | | February 22, 2008, Exhibit [removed: 10.2,] [added: 10.3,] Form 10-K | | |

| [removed: 10.2] [added: 10.17] | | | [CSX [removed: Directors’] [added: Executives'] Deferred Compensation Plan [added: (as amended and restated] effective January 1, [removed: 2005](http://www.sec.gov/Archives/edgar/data/277948/000027794808000036/ex103.htm)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/277948/000119312520323249/d63847dex991.htm)] | | | [removed: February 22, 2008,] [added: December 21, 2020,] Exhibit [removed: 10.3,] [added: 99.1,] Form [removed: 10-K] [added: S-8] | | |

| [removed: 10.3] [added: 10.13] | | | [CSX Directors' [removed: Charitable] [added: Matching] Gift [removed: Plan, as amended](http://www.sec.gov/Archives/edgar/data/277948/0000277948-94-000002-index.html)] [added: Plan (as amended through February 9, 2011)](http://www.sec.gov/Archives/edgar/data/277948/0000277948-94-000002.txt)] | | | March 4, 1994, Exhibit [removed: 10.4,] [added: 10.5,] Form 10-K | | |

| [removed: 10.4] [added: 10.14] | | | [removed: [CSX Directors' Matching Gift] [added: [Special Retirement] Plan [added: of CSX Corporation and Affiliated Companies] (as amended through February [removed: 9, 2011)](http://www.sec.gov/Archives/edgar/data/277948/0000277948-94-000002.txt)] [added: 14, 2001)](http://www.sec.gov/Archives/edgar/data/277948/000091664102000350/dex1023.txt)] | | | March 4, [removed: 1994,] [added: 2002,] Exhibit [removed: 10.5,] [added: 10.23,] Form 10-K | | |