CSX CORPORATION
|
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FORM 10-K
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TABLE OF CONTENTS
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Item No.
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Page
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PART I
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1.
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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· Terms Used by CSX
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· 2019 Highlights
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· Labor Agreements
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· Critical Accounting Estimates
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· Forward-Looking Statements
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7A.
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8.
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||||
9.
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9A.
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||||
9B.
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PART III
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||||
10.
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Directors, Executive Officers of the Registrant and Corporate Governance
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11.
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||||
12.
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||||
13.
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14.
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PART IV
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15.
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•
|
The merchandise business shipped 2.7 million carloads (43 percent of volume) and generated 64 percent of revenue in 2019. The Company’s merchandise business is comprised of shipments in the following diverse markets: chemicals, automotive, agricultural and food products, minerals, fertilizers, forest products, and metals and equipment.
|
•
|
The coal business shipped 843 thousand carloads (14 percent of volume) and generated 17 percent of revenue in 2019. The Company transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants as well as export coal to deep-water port facilities. Roughly one-third of export coal and the majority of the domestic coal that the Company transports is used for generating electricity.
|
•
|
The intermodal business shipped 2.7 million units (43 percent of volume) and generated 15 percent of revenue in 2019. The intermodal business combines the superior economics of rail transportation with the flexibility of trucks and offers a cost and environmental advantage over long-haul trucking. Through a network of approximately 30 terminals, the intermodal business serves all major markets east of the Mississippi River and transports mainly manufactured consumer goods in containers, providing customers with truck-like service for longer shipments.
|
|
Track
|
|
|
Miles
|
|
Mainline track
|
25,793
|
|
Terminals and switching yards
|
9,316
|
|
Passing sidings and turnouts
|
921
|
|
Total
|
36,030
|
|
Yards and Terminals
|
Annual Volume
|
|
Waycross, GA
|
874,474
|
|
Bedford Park Intermodal Terminal - Chicago, IL
|
820,362
|
|
Nashville, TN
|
648,311
|
|
Selkirk, NY
|
642,869
|
|
Avon, IN (Indianapolis)
|
609,468
|
|
Cincinnati, OH
|
567,582
|
|
Louisville, KY
|
397,246
|
|
Fairburn, GA Intermodal Terminal
|
377,736
|
|
Walbridge, OH (Toledo)
|
323,672
|
|
Chicago, IL
|
308,653
|
|
|
Locomotives
|
|
%
|
|
Average Age
(years)
|
|||
Freight
|
3,162
|
|
|
89
|
%
|
|
20
|
|
Switching
|
220
|
|
|
6
|
%
|
|
42
|
|
Auxiliary Units
|
179
|
|
|
5
|
%
|
|
27
|
|
Total
|
3,561
|
|
|
100
|
%
|
|
21
|
|
Equipment
|
Number of Units
|
|
%
|
||
Gondolas
|
19,102
|
|
|
37
|
%
|
Multi-level flat cars
|
11,172
|
|
|
22
|
%
|
Covered hoppers
|
8,346
|
|
|
16
|
%
|
Open-top hoppers
|
7,405
|
|
|
14
|
%
|
Box cars
|
4,509
|
|
|
9
|
%
|
Flat cars
|
702
|
|
|
1
|
%
|
Other cars
|
262
|
|
|
1
|
%
|
Subtotal freight cars
|
51,498
|
|
|
100
|
%
|
Containers
|
17,981
|
|
|
|
|
Total equipment
|
69,479
|
|
|
|
Name and Age
|
Business Experience During Past Five Years
|
James M. Foote, 66
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, 42
Executive Vice President and Chief Financial Officer
|
Boone was named Executive Vice President and Chief Financial Officer in October 2019 after serving as Interim Chief Financial Officer since May 2019. In this 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.
Mr. Boone has more than 18 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, 42
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.
|
Edmond L. Harris, 70
Executive Vice President
|
Harris has served as an Executive Vice President of CSX since October 2019. In this role, he is responsible for safety, performance metrics, operational planning, and facilities.
In 2018, he joined CSXT as Executive Vice President of Operations. Mr. Harris has more than 40 years of railroad industry experience, including service as a senior adviser to Global Infrastructure Partners, an independent fund that invests in infrastructure assets worldwide; Chairman of Omnitrax Rail Network; and a member of the board of directors for Universal Rail Services. His previous experience also includes having served as Chief Operations Officer at Canadian Pacific, and subsequently, a member of the Board. He also served as Executive Vice President of Operations at Canadian National.
|
CSX Purchases of Equity Securities for the Quarter
|
||||||||||||
Fourth Quarter
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(a)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
Beginning Balance
|
|
|
|
|
|
|
$
|
2,362,512,464
|
|
|||
October 1 - October 31, 2019
|
7,738,077
|
|
|
$
|
67.74
|
|
7,719,147
|
|
|
|
1,839,693,245
|
|
November 1 - November 30, 2019
|
1,191,270
|
|
|
|
70.42
|
|
1,191,270
|
|
|
|
1,755,803,734
|
|
December 1 - December 31, 2019
|
—
|
|
|
|
—
|
|
—
|
|
|
|
1,755,803,734
|
|
Ending Balance
|
8,929,347
|
|
|
$
|
68.10
|
|
8,910,417
|
|
|
$
|
1,755,803,734
|
|
|
|
Fiscal Years
|
||||||||||||||||||
(Dollars and Shares in Millions, Except Per Share Amounts)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
Financial Performance
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Revenue
|
$
|
11,937
|
|
|
$
|
12,250
|
|
|
$
|
11,408
|
|
|
$
|
11,069
|
|
|
$
|
11,811
|
|
|
Expense
|
6,972
|
|
|
7,381
|
|
|
7,688
|
|
|
7,656
|
|
|
8,183
|
|
|||||
|
Operating Income
|
$
|
4,965
|
|
|
$
|
4,869
|
|
|
$
|
3,720
|
|
|
$
|
3,413
|
|
|
$
|
3,628
|
|
|
Adjusted Operating Income(a)
|
4,965
|
|
|
4,869
|
|
|
3,818
|
|
|
3,413
|
|
|
3,628
|
|
|||||
Net Earnings from Continuing Operations
|
$
|
3,331
|
|
|
$
|
3,309
|
|
|
$
|
5,471
|
|
|
$
|
1,714
|
|
|
$
|
1,968
|
|
|
Adjusted Net Earnings from Continuing Operations(a)
|
3,331
|
|
|
3,309
|
|
|
2,097
|
|
|
1,714
|
|
|
1,968
|
|
||||||
|
Operating Ratio
|
58.4
|
%
|
|
60.3
|
%
|
|
67.4
|
%
|
|
69.2
|
%
|
|
69.3
|
%
|
|||||
|
Adjusted Operating Ratio(a)
|
58.4
|
%
|
|
60.3
|
%
|
|
66.5
|
%
|
|
69.2
|
%
|
|
69.3
|
%
|
|||||
Net Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
From Continuing Operations, Basic
|
$
|
4.18
|
|
|
$
|
3.86
|
|
|
$
|
6.01
|
|
|
$
|
1.81
|
|
|
$
|
2.00
|
|
|
From Continuing Operations, Assuming Dilution
|
4.17
|
|
|
3.84
|
|
|
5.99
|
|
|
1.81
|
|
|
2.00
|
|
|||||
|
Adjusted From Continuing Operations, Assuming Dilution(a)
|
4.17
|
|
|
3.84
|
|
|
2.30
|
|
|
1.81
|
|
|
2.00
|
|
|||||
Average Common Shares Outstanding
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic
|
796
|
|
|
857
|
|
|
911
|
|
|
947
|
|
|
983
|
|
|||||
|
Assuming Dilution
|
798
|
|
|
861
|
|
|
914
|
|
|
948
|
|
|
984
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Cash, Cash Equivalents and Short-term Investments
|
$
|
1,954
|
|
|
$
|
1,111
|
|
|
$
|
419
|
|
|
$
|
1,020
|
|
|
$
|
1,438
|
|
|
Total Assets
|
38,257
|
|
|
36,729
|
|
|
35,739
|
|
|
35,414
|
|
|
34,745
|
|
|||||
|
Long-term Debt
|
15,993
|
|
|
14,739
|
|
|
11,790
|
|
|
10,962
|
|
|
10,515
|
|
|||||
|
Shareholders' Equity
|
11,863
|
|
|
12,580
|
|
|
14,721
|
|
|
11,694
|
|
|
11,668
|
|
|||||
|
Dividend Per Share
|
$
|
0.96
|
|
|
$
|
0.88
|
|
|
$
|
0.78
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
Additional Data
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Capital Expenditures
|
$
|
1,657
|
|
|
$
|
1,745
|
|
|
$
|
2,040
|
|
|
$
|
2,705
|
|
|
$
|
2,562
|
|
|
Employees -- Annual Averages (estimated)
|
21,561
|
|
|
22,901
|
|
|
25,230
|
|
|
27,350
|
|
|
31,285
|
|
|||||
|
Employees -- Year-end Count (estimated)
|
20,908
|
|
|
22,475
|
|
|
24,006
|
|
|
26,628
|
|
|
29,410
|
|
|
Fiscal Years
|
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$
Change
|
|
%
Change
|
|
|||||||
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
11,937
|
|
|
$
|
12,250
|
|
|
$
|
(313
|
)
|
|
(3
|
)%
|
|
Expense
|
|
|
|
|
|
|
|
|
|||||||
Labor and Fringe
|
2,616
|
|
|
2,738
|
|
|
122
|
|
|
4
|
|
|
|||
Materials, Supplies and Other
|
1,784
|
|
|
1,967
|
|
|
183
|
|
|
9
|
|
|
|||
Depreciation
|
1,349
|
|
|
1,331
|
|
|
(18
|
)
|
|
(1
|
)
|
|
|||
Fuel
|
906
|
|
|
1,046
|
|
|
140
|
|
|
13
|
|
|
|||
Equipment and Other Rents
|
408
|
|
|
395
|
|
|
(13
|
)
|
|
(3
|
)
|
|
|||
Equity Earnings of Affiliates
|
(91
|
)
|
|
(96
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
|||
Total Expense
|
6,972
|
|
|
7,381
|
|
|
409
|
|
|
6
|
|
|
|||
Operating Income
|
4,965
|
|
|
4,869
|
|
|
96
|
|
|
2
|
|
|
|||
Interest Expense
|
(737
|
)
|
|
(639
|
)
|
|
(98
|
)
|
|
(15
|
)
|
|
|||
Other Income - Net
|
88
|
|
|
74
|
|
|
14
|
|
|
19
|
|
|
|||
Income Tax Expense
|
(985
|
)
|
|
(995
|
)
|
|
10
|
|
|
1
|
|
|
|||
Net Earnings
|
$
|
3,331
|
|
|
$
|
3,309
|
|
|
$
|
22
|
|
|
1
|
|
|
Earnings Per Diluted Share:
|
|
|
|
|
|
|
|
|
|||||||
Net Earnings
|
$
|
4.17
|
|
|
$
|
3.84
|
|
|
$
|
0.33
|
|
|
9
|
%
|
|
Operating Ratio
|
58.4
|
%
|
|
60.3
|
%
|
|
|
|
190
|
|
bps
|
Volume and Revenue (Unaudited)
|
||||||||||||||||||||||||||||||
Volume (Thousands of units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
|
||||||||||||||||||||||||||||||
|
Volume
|
|
Revenue
|
|
Revenue Per Unit
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Chemicals
|
668
|
|
|
675
|
|
|
(1
|
)%
|
|
$
|
2,343
|
|
|
$
|
2,339
|
|
|
—
|
%
|
|
$
|
3,507
|
|
|
$
|
3,465
|
|
|
1
|
%
|
Agricultural and Food Products
|
469
|
|
|
447
|
|
|
5
|
%
|
|
1,410
|
|
|
1,306
|
|
|
8
|
%
|
|
3,006
|
|
|
2,922
|
|
|
3
|
%
|
||||
Automotive
|
456
|
|
|
463
|
|
|
(2
|
)%
|
|
1,236
|
|
|
1,267
|
|
|
(2
|
)%
|
|
2,711
|
|
|
2,737
|
|
|
(1
|
)%
|
||||
Minerals
|
335
|
|
|
315
|
|
|
6
|
%
|
|
550
|
|
|
518
|
|
|
6
|
%
|
|
1,642
|
|
|
1,644
|
|
|
—
|
%
|
||||
Forest Products
|
288
|
|
|
285
|
|
|
1
|
%
|
|
878
|
|
|
850
|
|
|
3
|
%
|
|
3,049
|
|
|
2,982
|
|
|
2
|
%
|
||||
Metals and Equipment
|
248
|
|
|
267
|
|
|
(7
|
)%
|
|
741
|
|
|
769
|
|
|
(4
|
)%
|
|
2,988
|
|
|
2,880
|
|
|
4
|
%
|
||||
Fertilizers
|
243
|
|
|
248
|
|
|
(2
|
)%
|
|
431
|
|
|
442
|
|
|
(2
|
)%
|
|
1,774
|
|
|
1,782
|
|
|
—
|
%
|
||||
Total Merchandise
|
2,707
|
|
|
2,700
|
|
|
—
|
%
|
|
7,589
|
|
|
7,491
|
|
|
1
|
%
|
|
2,803
|
|
|
2,774
|
|
|
1
|
%
|
||||
Coal
|
843
|
|
|
887
|
|
|
(5
|
)%
|
|
2,070
|
|
|
2,246
|
|
|
(8
|
)%
|
|
2,456
|
|
|
2,532
|
|
|
(3
|
)%
|
||||
Intermodal
|
2,670
|
|
|
2,895
|
|
|
(8
|
)%
|
|
1,760
|
|
|
1,931
|
|
|
(9
|
)%
|
|
659
|
|
|
667
|
|
|
(1
|
)%
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
%
|
|
518
|
|
|
582
|
|
|
(11
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
6,220
|
|
|
6,482
|
|
|
(4
|
)%
|
|
$
|
11,937
|
|
|
$
|
12,250
|
|
|
(3
|
)%
|
|
$
|
1,919
|
|
|
$
|
1,890
|
|
|
2
|
%
|
•
|
Efficiency and volume savings of $157 million primarily resulted from lower headcount and reduced crew starts.
|
•
|
Incentive compensation decreased $12 million primarily due to lower expected annual incentive payouts, partially offset by the acceleration of stock compensation expense for certain retirement-eligible employees.
|
•
|
Other costs increased $47 million primarily due to inflation that was partially offset by several non-significant items.
|
•
|
Efficiency and volume savings of $201 million primarily resulted from lower operating support costs, reduced equipment maintenance expenses and lower terminal and trucking costs.
|
•
|
Gains from real estate and line sales were $151 million in 2019 compared to $154 million in 2018.
|
•
|
All other costs increased $15 million primarily due to inflation and favorable adjustments to casualty reserves in 2018, partially offset by other items.
|
|
|
For the Year ended December 31, 2017
|
|||||||||||||
(in millions, except operating ratio and net earnings per share, assuming dilution)
|
|
Operating Income
|
|
Operating Ratio
|
|
Net Earnings
|
|
Net Earnings Per Share, Assuming Dilution
|
|||||||
GAAP Operating Results
|
|
3,720
|
|
|
67.4
|
|
|
5,471
|
|
|
5.99
|
|
|||
Restructuring Charge (a)(b)
|
|
240
|
|
|
(2.1
|
)
|
|
203
|
|
|
0.22
|
|
|||
Tax Reform Benefit (net)
|
|
(142
|
)
|
|
1.2
|
|
|
(3,577
|
)
|
|
(3.91
|
)
|
|||
Adjusted Operating Results (non-GAAP)
|
|
$
|
3,818
|
|
|
66.5
|
%
|
|
$
|
2,097
|
|
|
$
|
2.30
|
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
(Dollars in Millions)
|
|||||||||||
Net cash provided by operating activities
|
$
|
4,850
|
|
|
$
|
4,641
|
|
|
$
|
3,472
|
|
Property additions
|
(1,657
|
)
|
|
(1,745
|
)
|
|
(2,040
|
)
|
|||
Other investing activities
|
285
|
|
|
292
|
|
|
134
|
|
|||
Free Cash Flow, before dividends (non-GAAP)
|
$
|
3,478
|
|
|
$
|
3,188
|
|
|
$
|
1,566
|
|
Add back: Cash Payments for Restructuring Charge (after-tax) (a)
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
135
|
|
Adjusted Free Cash Flow, before dividends (non-GAAP)
|
$
|
3,478
|
|
|
$
|
3,199
|
|
|
$
|
1,701
|
|
|
Fiscal Years
|
|||||||
|
2019
|
|
2018
|
|
Improvement/
(Deterioration)
|
|||
Operations Performance
|
|
|
|
|
|
|||
Train Velocity (Miles per hour)(a)
|
20.5
|
|
|
18.0
|
|
|
14
|
%
|
Dwell (Hours)(a)
|
8.6
|
|
|
9.5
|
|
|
9
|
%
|
|
|
|
|
|
|
|||
Revenue Ton- Miles (Billions)
|
|
|
|
|
|
|||
Merchandise
|
128.0
|
|
|
128.1
|
|
|
—
|
%
|
Coal
|
41.1
|
|
|
45.5
|
|
|
(10
|
)%
|
Intermodal
|
26.9
|
|
|
29.3
|
|
|
(8
|
)%
|
Total Revenue Ton-Miles
|
196.0
|
|
|
202.9
|
|
|
(3
|
)%
|
|
|
|
|
|
|
|||
Total Gross Ton-Miles (Billions)
|
388.3
|
|
|
402.7
|
|
|
(4
|
)%
|
On-Time Originations
|
89
|
%
|
|
82
|
%
|
|
9
|
%
|
On-Time Arrivals(b)
|
79
|
%
|
|
75
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|||
Safety
|
|
|
|
|
|
|||
FRA Personal Injury Frequency Index
|
0.88
|
|
|
1.03
|
|
|
15
|
%
|
FRA Train Accident Rate
|
2.14
|
|
|
3.64
|
|
|
41
|
%
|
|
Fiscal Years
|
||||||||||
Capital Expenditures (Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Track
|
$
|
860
|
|
|
$
|
771
|
|
|
$
|
733
|
|
Bridges, Signals and Other
|
493
|
|
|
491
|
|
|
570
|
|
|||
Total Infrastructure
|
1,353
|
|
|
1,262
|
|
|
1,303
|
|
|||
Capacity and Commercial Facilities
|
141
|
|
|
246
|
|
|
417
|
|
|||
Regulatory (including PTC)
|
91
|
|
|
225
|
|
|
284
|
|
|||
Freight Cars
|
17
|
|
|
9
|
|
|
20
|
|
|||
Locomotives
|
55
|
|
|
3
|
|
|
16
|
|
|||
Total Capital Expenditures
|
$
|
1,657
|
|
|
1,745
|
|
|
2,040
|
|
Type of Obligation
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
||||||||||||||
(Dollars in Millions) (Unaudited)
|
|
|
|
|
|
|
|
||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
||||||||||||||
Total Debt (See Note 10)
|
$
|
245
|
|
$
|
401
|
|
$
|
162
|
|
$
|
639
|
|
$
|
551
|
|
$
|
14,240
|
|
$
|
16,238
|
|
Interest on Debt
|
720
|
|
700
|
|
686
|
|
672
|
|
649
|
|
10,629
|
|
14,056
|
|
|||||||
Purchase Obligations (See Note 8)
|
292
|
|
197
|
|
229
|
|
254
|
|
290
|
|
2,448
|
|
3,710
|
|
|||||||
Other Post-Employment Benefits (See Note 9) (a)
|
37
|
|
29
|
|
26
|
|
25
|
|
25
|
|
108
|
|
250
|
|
|||||||
Operating Leases - Net (See Note 7)
|
58
|
|
54
|
|
48
|
|
39
|
|
37
|
|
1,208
|
|
1,444
|
|
|||||||
Agreements with Conrail (b)
|
29
|
|
29
|
|
29
|
|
29
|
|
22
|
|
—
|
|
138
|
|
|||||||
Total Contractual Obligations
|
$
|
1,381
|
|
$
|
1,410
|
|
$
|
1,180
|
|
$
|
1,658
|
|
$
|
1,574
|
|
$
|
28,633
|
|
$
|
35,836
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Commitments (c)
|
$
|
78
|
|
$
|
2
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
82
|
|
•
|
personal injury, environmental and legal reserves;
|
•
|
pension and post-retirement medical plan accounting; and
|
•
|
depreciation policies for assets under the group-life method.
|
•
|
type of clean-up required;
|
•
|
nature of the Company’s alleged connection to the location (e.g., generator of waste sent to the site or owner or operator of the site);
|
•
|
extent of the Company’s alleged connection (e.g., volume of waste sent to the location and other relevant factors); and
|
•
|
number, connection and financial viability of other named and unnamed potentially responsible parties at the location.
|
•
|
discount rates used to measure future obligations and interest expense;
|
•
|
long-term rate of return on plan assets;
|
•
|
salary scale inflation rates; and
|
•
|
other assumptions.
|
(Dollars in Millions)
|
|
Pension Expense
|
|
Post-Retirement Expense
|
||||
Discount Rate
|
|
$
|
13
|
|
|
$
|
—
|
|
Long-term Rate of Return
|
|
$
|
26
|
|
|
N/A
|
|
|
Salary Inflation
|
|
$
|
6
|
|
|
N/A
|
|
•
|
statistical analysis of historical life and salvage data for each group of property;
|
•
|
statistical analysis of historical retirements for each group of property;
|
•
|
evaluation of current operations;
|
•
|
evaluation of technological advances and maintenance schedules;
|
•
|
previous assessment of the condition of the assets;
|
•
|
management's outlook on the future use of certain asset groups;
|
•
|
expected net salvage to be received upon retirement; and
|
•
|
comparison of assets to the same asset groups with other companies.
|
•
|
projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items;
|
•
|
expectations as to results of operations and operational initiatives;
|
•
|
expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity;
|
•
|
management's plans, strategies and objectives for future operations, capital expenditures, workforce levels, dividends, share repurchases, safety and service performance, proposed new services and other matters that are not historical facts, and management's expectations as to future performance and operations and the time by which objectives will be achieved; and
|
•
|
future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity.
|
•
|
legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry;
|
•
|
the outcome of litigation, claims and other contingent liabilities, including, but not limited to, those related to fuel surcharge, environmental matters, taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses;
|
•
|
changes in domestic or international economic, political or business conditions, including those affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation, as well as the impact of international trade agreements and tariffs) and the level of demand for products carried by CSXT;
|
•
|
natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company's operations, systems, property, equipment or supply chain;
|
•
|
competition from other modes of freight transportation, such as trucking, and competition and consolidation or financial distress within the transportation industry generally;
|
•
|
the cost of compliance with laws and regulations that differ from expectations (including those associated with PTC implementation) as well as costs, penalties and operational and liquidity impacts associated with noncompliance with applicable laws or regulations;
|
•
|
the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes;
|
•
|
unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as well as management's decisions regarding share repurchases;
|
•
|
changes in fuel prices, surcharges for fuel and the availability of fuel;
|
•
|
the impact of natural gas prices on coal-fired electricity generation;
|
•
|
the impact of global supply and price of seaborne coal on CSX's export coal market;
|
•
|
availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;
|
•
|
the inherent business risks associated with safety and security, including the transportation of hazardous materials or a cybersecurity attack which would threaten the availability and vulnerability of information technology;
|
•
|
adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;
|
•
|
loss of key personnel or the inability to hire and retain qualified employees;
|
•
|
labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers' ability to deliver goods to the Company for shipment;
|
•
|
the Company's success in implementing its strategic, financial and operational initiatives;
|
•
|
the impact of conditions in the real estate market on the Company's ability to sell assets;
|
•
|
changes in operating conditions and costs or commodity concentrations; and
|
•
|
the inherent uncertainty associated with projecting economic and business conditions.
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
|
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
||
|
|
|
CSX Corporation
|
|
|
|
|
|
Consolidated Financial Statements and Notes to Consolidated Financial Statements
|
|
|
|
Herewith:
|
|
|
|
|
Consolidated Income Statements for the Fiscal Years Ended:
|
||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
Consolidated Comprehensive Income Statements for the Fiscal Years Ended:
|
||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
Consolidated Balance Sheets as of:
|
||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
|
|
Consolidated Cash Flow Statements for Fiscal Years Ended:
|
||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
Consolidated Statements of Changes in Shareholders' Equity:
|
||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
Depreciation Policies for Assets Utilizing the Group-Life Method
|
||
Description of the Matter
|
At December 31, 2019, assets depreciated under the group-life method comprised 87% of total gross fixed assets of $45 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 2014 for road and track assets. The most recent depreciation studies are reviewed by management each year 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 of its group-life assets. For example, we tested controls over management’s review of the depreciation study for equipment 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 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 provided by the Company’s third-party specialist and subsequent updates by management; assessing the completeness and accuracy of the data provided to the third-party specialist and used by management; 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 studies.
We compared the significant methods used by management to those used throughout the industry and within other useful life studies. We also assessed the historical accuracy of management’s estimates via retrospective review and independently calculated a sample of the annual depreciation rates.
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
$
|
11,937
|
|
|
$
|
12,250
|
|
|
$
|
11,408
|
|
Expense
|
|
|
|
|
|
||||||
Labor and Fringe
|
2,616
|
|
|
2,738
|
|
|
2,946
|
|
|||
Materials, Supplies and Other
|
1,784
|
|
|
1,967
|
|
|
2,113
|
|
|||
Depreciation
|
1,349
|
|
|
1,331
|
|
|
1,315
|
|
|||
Fuel
|
906
|
|
|
1,046
|
|
|
864
|
|
|||
Equipment and Other Rents
|
408
|
|
|
395
|
|
|
429
|
|
|||
Restructuring Charge (Note 1)
|
—
|
|
|
—
|
|
|
240
|
|
|||
Equity Earnings of Affiliates
|
(91
|
)
|
|
(96
|
)
|
|
(219
|
)
|
|||
Total Expense
|
6,972
|
|
|
7,381
|
|
|
7,688
|
|
|||
|
|
|
|
|
|
||||||
Operating Income
|
4,965
|
|
|
4,869
|
|
|
3,720
|
|
|||
|
|
|
|
|
|
||||||
Interest Expense
|
(737
|
)
|
|
(639
|
)
|
|
(546
|
)
|
|||
Restructuring Charge - Non-Operating (Note 1)
|
—
|
|
|
—
|
|
|
(85
|
)
|
|||
Other Income - Net (Note 14)
|
88
|
|
|
74
|
|
|
53
|
|
|||
Earnings Before Income Taxes
|
4,316
|
|
|
4,304
|
|
|
3,142
|
|
|||
|
|
|
|
|
|
||||||
Income Tax (Expense) Benefit (Note 12)
|
(985
|
)
|
|
(995
|
)
|
|
2,329
|
|
|||
Net Earnings
|
$
|
3,331
|
|
|
$
|
3,309
|
|
|
$
|
5,471
|
|
|
|
|
|
|
|
||||||
Per Common Share (Note 2)
|
|
|
|
|
|
||||||
Net Earnings Per Share
|
|
|
|
|
|
||||||
Basic
|
$
|
4.18
|
|
|
$
|
3.86
|
|
|
$
|
6.01
|
|
Assuming Dilution
|
$
|
4.17
|
|
|
$
|
3.84
|
|
|
$
|
5.99
|
|
|
|
|
|
|
|
||||||
Average Common Shares Outstanding (Millions)
|
|
|
|
|
|
||||||
Basic
|
796
|
|
|
857
|
|
|
911
|
|
|||
Assuming Dilution
|
798
|
|
|
861
|
|
|
914
|
|
|||
|
|
|
|
|
|
|
Fiscal Years
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Net Earnings
|
$
|
3,331
|
|
$
|
3,309
|
|
$
|
5,471
|
|
Other Comprehensive (Loss) Income - Net of Tax:
|
|
|
|
||||||
Pension and Other Post-Employment Benefits
|
(15
|
)
|
(164
|
)
|
140
|
|
|||
Other
|
1
|
|
(11
|
)
|
14
|
|
|||
Total Other Comprehensive (Loss) Income
|
(14
|
)
|
(175
|
)
|
154
|
|
|||
Comprehensive Earnings (Note 16)
|
$
|
3,317
|
|
$
|
3,134
|
|
$
|
5,625
|
|
|
December
|
|
December
|
||||
|
2019
|
|
2018
|
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents (Note 1)
|
$
|
958
|
|
|
$
|
858
|
|
Short-term Investments
|
996
|
|
|
253
|
|
||
Accounts Receivable - Net (Note 1)
|
986
|
|
|
1,010
|
|
||
Materials and Supplies
|
261
|
|
|
263
|
|
||
Other Current Assets
|
77
|
|
|
181
|
|
||
Total Current Assets
|
3,278
|
|
|
2,565
|
|
||
|
|
|
|
||||
Properties
|
45,100
|
|
|
44,805
|
|
||
Accumulated Depreciation
|
(12,932
|
)
|
|
(12,807
|
)
|
||
Properties - Net (Note 6)
|
32,168
|
|
|
31,998
|
|
||
|
|
|
|
||||
Investment in Conrail (Note 15)
|
982
|
|
|
943
|
|
||
Affiliates and Other Companies
|
897
|
|
|
836
|
|
||
Right of Use Lease Asset (Note 7)
|
532
|
|
|
—
|
|
||
Other Long-term Assets
|
400
|
|
|
387
|
|
||
Total Assets
|
$
|
38,257
|
|
|
$
|
36,729
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
1,043
|
|
|
$
|
949
|
|
Labor and Fringe Benefits Payable
|
489
|
|
|
550
|
|
||
Casualty, Environmental and Other Reserves (Note 5)
|
100
|
|
|
113
|
|
||
Current Maturities of Long-term Debt (Note 10)
|
245
|
|
|
18
|
|
||
Income and Other Taxes Payable
|
69
|
|
|
106
|
|
||
Other Current Liabilities
|
205
|
|
|
179
|
|
||
Total Current Liabilities
|
2,151
|
|
|
1,915
|
|
||
|
|
|
|
||||
Casualty, Environmental and Other Reserves (Note 5)
|
205
|
|
|
211
|
|
||
Long-term Debt (Note 9)
|
15,993
|
|
|
14,739
|
|
||
Deferred Income Taxes - Net (Note 12)
|
6,961
|
|
|
6,690
|
|
||
Long-term Lease Liability (Note 7)
|
493
|
|
|
—
|
|
||
Other Long-term Liabilities
|
591
|
|
|
594
|
|
||
Total Liabilities
|
26,394
|
|
|
24,149
|
|
||
|
|
|
|
||||
Shareholders' Equity:
|
|
|
|
|
|
||
Common Stock, $1 Par Value (Note 3)
|
773
|
|
|
818
|
|
||
Other Capital
|
346
|
|
|
249
|
|
||
Retained Earnings (Note 1)
|
11,404
|
|
|
12,157
|
|
||
Accumulated Other Comprehensive Loss (Note 16)
|
(675
|
)
|
|
(661
|
)
|
||
Noncontrolling Minority Interest
|
15
|
|
|
17
|
|
||
Total Shareholders' Equity
|
11,863
|
|
|
12,580
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
38,257
|
|
|
$
|
36,729
|
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net Earnings
|
$
|
3,331
|
|
|
$
|
3,309
|
|
|
$
|
5,471
|
|
Adjustments to Reconcile Net Earnings to Net Cash
|
|
|
|
|
|
|
|
||||
Provided by Operating Activities:
|
|
|
|
|
|
||||||
Depreciation
|
1,349
|
|
|
1,331
|
|
|
1,315
|
|
|||
Restructuring Charge (Note 1)
|
—
|
|
|
—
|
|
|
325
|
|
|||
Cash Payments for Restructuring Charge
|
—
|
|
|
(15
|
)
|
|
(187
|
)
|
|||
Deferred Income Taxes
|
273
|
|
|
279
|
|
|
(3,233
|
)
|
|||
Earnings of Equity-method Investments
|
(91
|
)
|
|
(96
|
)
|
|
(219
|
)
|
|||
Gain on Property Dispositions
|
(151
|
)
|
|
(154
|
)
|
|
(18
|
)
|
|||
Other Operating Activities
|
22
|
|
|
(21
|
)
|
|
(17
|
)
|
|||
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
||||||
Accounts Receivable
|
45
|
|
|
(46
|
)
|
|
(70
|
)
|
|||
Other Current Assets
|
68
|
|
|
101
|
|
|
1
|
|
|||
Accounts Payable
|
98
|
|
|
104
|
|
|
41
|
|
|||
Income and Other Taxes Payable
|
2
|
|
|
(104
|
)
|
|
20
|
|
|||
Other Current Liabilities
|
(96
|
)
|
|
(47
|
)
|
|
43
|
|
|||
Net Cash Provided by Operating Activities
|
4,850
|
|
|
4,641
|
|
|
3,472
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Property Additions
|
(1,657
|
)
|
|
(1,745
|
)
|
|
(2,040
|
)
|
|||
Purchase of Short-term Investments
|
(2,838
|
)
|
|
(736
|
)
|
|
(782
|
)
|
|||
Proceeds from Sales of Short-term Investments
|
2,108
|
|
|
505
|
|
|
1,193
|
|
|||
Proceeds from Property Dispositions
|
254
|
|
|
319
|
|
|
97
|
|
|||
Other Investing Activities
|
31
|
|
|
(27
|
)
|
|
37
|
|
|||
Net Cash Used in Investing Activities
|
(2,102
|
)
|
|
(1,684
|
)
|
|
(1,495
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Long-term Debt Issued (Note 10)
|
2,000
|
|
|
3,000
|
|
|
850
|
|
|||
Long-term Debt Repaid (Note 10)
|
(518
|
)
|
|
(19
|
)
|
|
(333
|
)
|
|||
Dividends Paid
|
(763
|
)
|
|
(751
|
)
|
|
(708
|
)
|
|||
Shares Repurchased
|
(3,373
|
)
|
|
(4,671
|
)
|
|
(1,970
|
)
|
|||
Other Financing Activities
|
6
|
|
|
(59
|
)
|
|
(18
|
)
|
|||
Net Cash Used in Financing Activities
|
(2,648
|
)
|
|
(2,500
|
)
|
|
(2,179
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
100
|
|
|
457
|
|
|
(202
|
)
|
|||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
858
|
|
|
401
|
|
|
603
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
958
|
|
|
$
|
858
|
|
|
$
|
401
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Interest Paid - Net of Amounts Capitalized
|
$
|
717
|
|
|
$
|
614
|
|
|
$
|
555
|
|
Income Taxes Paid
|
$
|
691
|
|
|
$
|
814
|
|
|
$
|
911
|
|
|
Common Shares Outstanding (Thousands)
|
Common Stock and Other Capital
|
Retained Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss) (a)
|
Non-
controlling Minority Interest
|
Total Shareholders' Equity
|
|||||||||||
December 30, 2016
|
928,180
|
|
$
|
1,066
|
|
$
|
11,253
|
|
$
|
(640
|
)
|
$
|
15
|
|
$
|
11,694
|
|
Comprehensive Earnings:
|
|
|
|
|
|
|
|
||||||||||
Net Earnings
|
—
|
|
|
—
|
|
5,471
|
|
—
|
|
—
|
|
5,471
|
|
||||
Other Comprehensive Income (Note 16)
|
—
|
|
|
—
|
|
—
|
|
154
|
|
—
|
|
154
|
|
||||
Total Comprehensive Earnings
|
|
|
|
|
|
|
5,625
|
|
|||||||||
Common stock dividends, $0.78 per share
|
—
|
|
|
—
|
|
(708
|
)
|
—
|
|
—
|
|
(708
|
)
|
||||
Share Repurchases
|
(38,785
|
)
|
|
(39
|
)
|
(1,931
|
)
|
—
|
|
—
|
|
(1,970
|
)
|
||||
Other
|
456
|
|
|
80
|
|
(1
|
)
|
—
|
|
1
|
|
80
|
|
||||
December 31, 2017
|
889,851
|
|
|
1,107
|
|
14,084
|
|
(486
|
)
|
16
|
|
14,721
|
|
||||
Comprehensive Earnings:
|
|
|
|
|
|
|
|
||||||||||
Net Earnings
|
—
|
|
|
—
|
|
3,309
|
|
—
|
|
—
|
|
3,309
|
|
||||
Other Comprehensive Loss (Note 16)
|
—
|
|
|
—
|
|
—
|
|
(175
|
)
|
—
|
|
(175
|
)
|
||||
Total Comprehensive Earnings
|
|
|
|
|
|
|
3,134
|
|
|||||||||
Common stock dividends, $0.88 per share
|
—
|
|
|
—
|
|
(751
|
)
|
—
|
|
—
|
|
(751
|
)
|
||||
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
|
|
||||
Comprehensive Earnings:
|
|
|
|
|
|
|
|
||||||||||
Net Earnings
|
—
|
|
|
—
|
|
3,331
|
|
—
|
|
—
|
|
3,331
|
|
||||
Other Comprehensive Loss (Note 16)
|
—
|
|
|
—
|
|
—
|
|
(14
|
)
|
—
|
|
(14
|
)
|
||||
Total Comprehensive Earnings
|
|
|
|
|
|
|
3,317
|
|
|||||||||
Common stock dividends, $0.96 per share
|
—
|
|
|
—
|
|
(763
|
)
|
—
|
|
—
|
|
(763
|
)
|
||||
Share Repurchases
|
(47,819
|
)
|
|
(48
|
)
|
(3,325
|
)
|
—
|
|
—
|
|
(3,373
|
)
|
||||
Other
|
3,110
|
|
|
100
|
|
4
|
|
—
|
|
(2
|
)
|
102
|
|
||||
December 31, 2019
|
773,471
|
|
$
|
1,119
|
|
$
|
11,404
|
|
$
|
(675
|
)
|
$
|
15
|
|
$
|
11,863
|
|
•
|
The merchandise business shipped 2.7 million carloads (43 percent of volume) and generated 64 percent of revenue in 2019. The Company’s merchandise business is comprised of shipments in the following diverse markets: chemicals, automotive, agricultural and food products, minerals, fertilizers, forest products, and metals and equipment.
|
•
|
The coal business shipped 843 thousand carloads (14 percent of volume) and generated 17 percent of revenue in 2019. The Company transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants as well as export coal to deep-water port facilities. Roughly one-third of export coal and the majority of the domestic coal that the Company transports is used for generating electricity.
|
•
|
The intermodal business shipped 2.7 million units (43 percent of volume) and generated 15 percent of revenue in 2019. The intermodal business combines the superior economics of rail transportation with the flexibility of trucks and offers a cost and environmental advantage over long-haul trucking. Through a network of approximately 30 terminals, the intermodal business serves all major markets east of the Mississippi River and transports mainly manufactured consumer goods in containers, providing customers with truck-like service for longer shipments.
|
•
|
Carry forward of historical lease classifications and current accounting treatment for existing land easements;
|
•
|
Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and
|
•
|
The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment.
|
•
|
personal injury, environmental and legal reserves (see Note 5, Casualty, Environmental and Other Reserves);
|
•
|
pension and post-retirement medical plan accounting (see Note 9, Employee Benefit Plans); and
|
•
|
depreciation policies for assets under the group-life method (see Note 6, Properties).
|
|
Fiscal Year 2017
|
||||||
(Dollars in millions)
|
Operating Restructuring Charge
|
|
Non-Operating Restructuring Charge
|
||||
Severance and Pension
|
$
|
98
|
|
|
$
|
56
|
|
Other Post-Retirement Benefits Curtailment
|
—
|
|
|
17
|
|
||
Employee Equity Awards Proration and Other
|
23
|
|
|
—
|
|
||
Subtotal Management Workforce Reduction
|
$
|
121
|
|
|
$
|
73
|
|
Reimbursement Arrangements
|
84
|
|
|
—
|
|
||
Executive Equity Awards Proration
|
24
|
|
|
—
|
|
||
Pension Settlement Charge
|
—
|
|
|
12
|
|
||
Advisory Fees Related to Shareholder Matters
|
11
|
|
|
—
|
|
||
Total Restructuring Charge
|
$
|
240
|
|
|
$
|
85
|
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator (Dollars in Millions):
|
|
|
|
||||||||
Net Earnings
|
$
|
3,331
|
|
|
$
|
3,309
|
|
|
$
|
5,471
|
|
Dividend Equivalents on Restricted Stock
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net Earnings, Attributable to Common Shareholders
|
$
|
3,331
|
|
|
$
|
3,308
|
|
|
$
|
5,470
|
|
|
|
|
|
|
|
||||||
Denominator (Units in Millions):
|
|
|
|
|
|
||||||
Average Common Shares Outstanding
|
796
|
|
|
857
|
|
|
911
|
|
|||
Other Potentially Dilutive Common Shares
|
2
|
|
|
4
|
|
|
3
|
|
|||
Average Common Shares Outstanding, Assuming Dilution
|
798
|
|
|
861
|
|
|
914
|
|
|||
|
|
|
|
|
|
||||||
Net Earnings Per Share, Basic
|
$
|
4.18
|
|
|
$
|
3.86
|
|
|
$
|
6.01
|
|
Net Earnings Per Share, Assuming Dilution
|
$
|
4.17
|
|
|
$
|
3.84
|
|
|
$
|
5.99
|
|
•
|
A share repurchase program originally announced in October 2017 for $1.5 billion, and later increased to $5 billion in February 2018, that was completed in January 2019 ("October 2017 program").
|
•
|
A share repurchase program originally announced in April 2017 for $1 billion, and later increased to $1.5 billion in July 2017, that was completed in October 2017.
|
•
|
A $2 billion share repurchase program announced in April 2015 that was completed in April 2017.
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Shares Repurchased (Units in Millions)
|
48
|
|
|
72
|
|
|
39
|
|
|||
Cost of Shares (Dollars in Millions)
|
$
|
3,373
|
|
|
$
|
4,671
|
|
|
$
|
1,970
|
|
Average Price Paid per Share
|
$
|
70.54
|
|
|
$
|
64.64
|
|
|
$
|
50.80
|
|
|
||
Common Stock, $1 Par Value
|
December 2019
|
|
|
(Units in Millions)
|
|
Common Shares Authorized
|
1,800
|
|
Common Shares Issued and Outstanding
|
773
|
|
|
|
|
Preferred Stock
|
|
|
Preferred Shares Authorized
|
25
|
|
Preferred Shares Issued and Outstanding
|
—
|
|
|
Fiscal Years
|
||||||||
(Dollars in Millions)
|
2019
|
2018
|
2017
|
||||||
Share-Based Compensation Expense
|
|
|
|
||||||
Performance Units
|
$
|
42
|
|
$
|
28
|
|
$
|
49
|
|
Stock Options
|
18
|
|
13
|
|
22
|
|
|||
Restricted Stock Units and Awards
|
8
|
|
6
|
|
15
|
|
|||
Stock Awards for Directors
|
2
|
|
2
|
|
3
|
|
|||
Employee Stock Purchase Plan
|
4
|
|
2
|
|
—
|
|
|||
Total Share-based Compensation Expense
|
$
|
74
|
|
$
|
51
|
|
$
|
89
|
|
Income Tax Benefit
|
$
|
43
|
|
$
|
26
|
|
$
|
42
|
|
Weighted-average assumptions used:
|
2019
|
2018
|
||
Annual dividend yield
|
1.4
|
%
|
1.6
|
%
|
Risk-free interest rate
|
2.4
|
%
|
2.3
|
%
|
Annualized volatility
|
27.4
|
%
|
29.1
|
%
|
Expected life (in years)
|
2.8
|
|
2.9
|
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average grant date fair value
|
$
|
66.18
|
|
|
$
|
55.57
|
|
|
$
|
49.50
|
|
Fair value of units vested in fiscal year ending (in millions)
|
$
|
17
|
|
|
$
|
14
|
|
|
$
|
26
|
|
|
Performance Units Outstanding
(in Thousands) |
|
Weighted-Average Fair Value at Grant Date
|
|||
Unvested at December 31, 2018
|
722
|
|
|
$
|
52.58
|
|
Granted
|
337
|
|
|
66.18
|
|
|
Forfeited
|
(75
|
)
|
|
57.20
|
|
|
Vested
|
(341
|
)
|
|
49.52
|
|
|
Unvested at December 31, 2019
|
643
|
|
|
$
|
60.58
|
|
|
Fiscal Years
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Weighted-average grant date fair value
|
$
|
17.87
|
|
$
|
14.65
|
|
$
|
12.84
|
|
|
|
|
|
||||||
Stock options valuation assumptions:
|
|
|
|
||||||
Annual dividend yield
|
1.3
|
%
|
1.5
|
%
|
1.5
|
%
|
|||
Risk-free interest rate
|
2.4
|
%
|
2.6
|
%
|
2.2
|
%
|
|||
Annualized volatility
|
25.7
|
%
|
27.0
|
%
|
27.1
|
%
|
|||
Expected life (in years)
|
6.1
|
|
6.5
|
|
6.3
|
|
|||
Other pricing model inputs:
|
|
|
|
||||||
Weighted-average grant-date market price of CSX stock (strike price)
|
$
|
70.01
|
|
$
|
54.19
|
|
$
|
49.63
|
|
|
Stock Options Outstanding
(in Thousands) |
Weighted-Average Exercise Price
|
Weighted-Average Remaining Contractual Life
(in Years) |
Aggregate Intrinsic Value
(in Millions) |
|||||
Outstanding at December 31, 2018
|
4,673
|
|
$
|
34.89
|
|
|
|
||
Granted
|
1,187
|
|
70.01
|
|
|
|
|||
Forfeited
|
(212
|
)
|
55.35
|
|
|
|
|||
Exercised
|
(1,853
|
)
|
24.48
|
|
|
|
|||
Outstanding at December 31, 2019
|
3,795
|
|
$
|
49.78
|
|
7.5
|
$
|
87
|
|
Exercisable at December 31, 2019
|
1,026
|
|
$
|
24.60
|
|
6.0
|
$
|
49
|
|
(Dollars in Millions)
|
2019
|
||
Intrinsic value of stock options exercised
|
$
|
87
|
|
Cash received from option exercises
|
$
|
45
|
|
|
Fiscal Years
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average grant date fair value
|
$
|
69.19
|
|
|
$
|
62.60
|
|
|
$
|
48.35
|
|
Fair value of units and awards vested during fiscal year ended (in millions)
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
Restricted Stock Units and Awards Outstanding
(in Thousands) |
|
Weighted-Average Fair Value at Grant Date
|
|||
Unvested at December 31, 2018
|
684
|
|
|
$
|
39.30
|
|
Granted
|
88
|
|
|
69.19
|
|
|
Forfeited
|
(30
|
)
|
|
53.28
|
|
|
Vested
|
(315
|
)
|
|
24.21
|
|
|
Unvested at December 31, 2019
|
427
|
|
|
$
|
57.29
|
|
|
Casualty
|
|
Environmental
|
|
Other
|
|
|
||||||||
(Dollars in Millions)
|
Reserves
|
|
Reserves
|
|
Reserves
|
|
Total
|
||||||||
December 30, 2016
|
$
|
229
|
|
|
$
|
95
|
|
|
$
|
50
|
|
|
$
|
374
|
|
Charged to Expense
|
43
|
|
|
26
|
|
|
45
|
|
|
114
|
|
||||
Payments
|
(44
|
)
|
|
(31
|
)
|
|
(39
|
)
|
|
(114
|
)
|
||||
December 31, 2017
|
228
|
|
|
90
|
|
|
56
|
|
|
374
|
|
||||
Charged to Expense
|
21
|
|
|
10
|
|
|
41
|
|
|
72
|
|
||||
Payments
|
(50
|
)
|
|
(20
|
)
|
|
(52
|
)
|
|
(122
|
)
|
||||
December 31, 2018
|
199
|
|
|
80
|
|
|
45
|
|
|
324
|
|
||||
Charged to Expense
|
56
|
|
|
17
|
|
|
34
|
|
|
107
|
|
||||
Payments
|
(68
|
)
|
|
(23
|
)
|
|
(35
|
)
|
|
(126
|
)
|
||||
December 31, 2019
|
$
|
187
|
|
|
$
|
74
|
|
|
$
|
44
|
|
|
$
|
305
|
|
|
December 2019
|
|
December 2018
|
||||||||||||||||||||
(Dollars in Millions)
|
Current
|
|
Long-term
|
|
Total
|
|
Current
|
|
Long-term
|
|
Total
|
||||||||||||
Casualty:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Personal Injury
|
$
|
42
|
|
|
$
|
87
|
|
|
$
|
129
|
|
|
$
|
40
|
|
|
$
|
103
|
|
|
$
|
143
|
|
Occupational
|
6
|
|
|
52
|
|
|
58
|
|
|
10
|
|
|
46
|
|
|
56
|
|
||||||
Total Casualty
|
$
|
48
|
|
|
$
|
139
|
|
|
$
|
187
|
|
|
$
|
50
|
|
|
$
|
149
|
|
|
$
|
199
|
|
Environmental
|
31
|
|
|
43
|
|
|
74
|
|
|
39
|
|
|
41
|
|
|
80
|
|
||||||
Other
|
21
|
|
|
23
|
|
|
44
|
|
|
24
|
|
|
21
|
|
|
45
|
|
||||||
Total
|
$
|
100
|
|
|
$
|
205
|
|
|
$
|
305
|
|
|
$
|
113
|
|
|
$
|
211
|
|
|
$
|
324
|
|
•
|
type of clean-up required;
|
•
|
nature of the Company’s alleged connection to the location (e.g., generator of waste sent to the site or owner or operator of the site);
|
•
|
extent of the Company’s alleged connection (e.g., volume of waste sent to the location and other relevant factors); and
|
•
|
number, connection and financial viability of other named and unnamed potentially responsible parties at the location.
|
(Dollars in Millions)
|
|
|
|
Accumulated
|
|
Net Book
|
|
Annual Depreciation
|
|
Estimated Useful Life
|
|
Depreciation
|
||||||||
December 2019
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
Rate
|
|
( Avg. Years)
|
|
Method
|
||||||||
Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Rail and Other Track Material
|
|
$
|
8,194
|
|
|
$
|
(1,719
|
)
|
|
$
|
6,475
|
|
|
2.5%
|
|
40
|
|
Group Life
|
|
|
Ties
|
|
6,041
|
|
|
(1,666
|
)
|
|
4,375
|
|
|
3.7%
|
|
27
|
|
Group Life
|
|||
|
|
Grading
|
|
2,763
|
|
|
(595
|
)
|
|
2,168
|
|
|
1.4%
|
|
72
|
|
Group Life
|
|||
|
|
Ballast
|
|
3,156
|
|
|
(1,013
|
)
|
|
2,143
|
|
|
2.7%
|
|
37
|
|
Group Life
|
|||
|
|
Bridges, Trestles, and Culverts
|
|
2,529
|
|
|
(334
|
)
|
|
2,195
|
|
|
1.6%
|
|
61
|
|
Group Life
|
|||
|
|
Signals and Interlockers
|
|
3,077
|
|
|
(819
|
)
|
|
2,258
|
|
|
4.0%
|
|
25
|
|
Group Life/ Straight Line (a)
|
|||
|
|
Buildings
|
|
1,335
|
|
|
(492
|
)
|
|
843
|
|
|
2.5%
|
|
40
|
|
Group Life
|
|||
|
|
Other
|
|
5,030
|
|
|
(1,980
|
)
|
|
3,050
|
|
|
4.2%
|
|
24
|
|
Group Life
|
|||
Total Road
|
|
32,125
|
|
|
(8,618
|
)
|
|
23,507
|
|
|
|
|
|
|
|
|||||
Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Locomotive
|
|
5,320
|
|
|
(2,020
|
)
|
|
3,300
|
|
|
3.6%
|
|
27
|
|
Group Life
|
|||
|
|
Freight Cars
|
|
2,964
|
|
|
(880
|
)
|
|
2,084
|
|
|
2.9%
|
|
35
|
|
Group Life
|
|||
|
|
Work Equipment and Other
|
|
2,424
|
|
|
(1,414
|
)
|
|
1,010
|
|
|
8.2%
|
|
12
|
|
Group Life/ Straight Line (a)
|
|||
Total Equipment
|
|
10,708
|
|
|
(4,314
|
)
|
|
6,394
|
|
|
|
|
|
|
|
|||||
Land
|
|
|
|
1,836
|
|
|
—
|
|
|
1,836
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|||
Construction In Progress
|
|
431
|
|
|
—
|
|
|
431
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|||||
Total Properties
|
|
$
|
45,100
|
|
|
$
|
(12,932
|
)
|
|
$
|
32,168
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
|
|
Accumulated
|
|
Net Book
|
|
Annual Depreciation
|
|
Estimated Useful Life
|
|
Depreciation
|
||||||||
December 2018
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
Rate
|
|
(Avg. Years)
|
|
Method
|
||||||||
Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Rail and Other Track Material
|
|
$
|
7,964
|
|
|
$
|
(1,698
|
)
|
|
$
|
6,266
|
|
|
2.5%
|
|
40
|
|
Group Life
|
|
|
Ties
|
|
5,860
|
|
|
(1,557
|
)
|
|
4,303
|
|
|
3.7%
|
|
27
|
|
Group Life
|
|||
|
|
Grading
|
|
2,757
|
|
|
(572
|
)
|
|
2,185
|
|
|
1.4%
|
|
72
|
|
Group Life
|
|||
|
|
Ballast
|
|
3,076
|
|
|
(971
|
)
|
|
2,105
|
|
|
2.7%
|
|
37
|
|
Group Life
|
|||
|
|
Bridges, Trestles, and Culverts
|
|
2,506
|
|
|
(382
|
)
|
|
2,124
|
|
|
1.6%
|
|
61
|
|
Group Life
|
|||
|
|
Signals and Interlockers
|
|
2,975
|
|
|
(693
|
)
|
|
2,282
|
|
|
4.0%
|
|
25
|
|
Group Life/ Straight Line (a)
|
|||
|
|
Buildings
|
|
1,318
|
|
|
(486
|
)
|
|
832
|
|
|
2.5%
|
|
40
|
|
Group Life
|
|||
|
|
Other
|
|
4,955
|
|
|
(1,964
|
)
|
|
2,991
|
|
|
4.2%
|
|
24
|
|
Group Life
|
|||
Total Road
|
|
31,411
|
|
|
(8,323
|
)
|
|
23,088
|
|
|
|
|
|
|
|
|||||
Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Locomotive
|
|
5,661
|
|
|
(2,266
|
)
|
|
3,395
|
|
|
3.5%
|
|
29
|
|
Group Life
|
|||
|
|
Freight Cars
|
|
3,093
|
|
|
(882
|
)
|
|
2,211
|
|
|
2.9%
|
|
35
|
|
Group Life
|
|||
|
|
Work Equipment and Other
|
|
2,338
|
|
|
(1,336
|
)
|
|
1,002
|
|
|
7.4%
|
|
14
|
|
Group Life/ Straight Line (a)
|
|||
Total Equipment
|
|
11,092
|
|
|
(4,484
|
)
|
|
6,608
|
|
|
|
|
|
|
|
|||||
Land
|
|
|
|
1,845
|
|
|
—
|
|
|
1,845
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|||
Construction In Progress
|
|
457
|
|
|
—
|
|
|
457
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|||||
Total Properties
|
|
$
|
44,805
|
|
|
$
|
(12,807
|
)
|
|
$
|
31,998
|
|
|
|
|
|
|
|
•
|
labor costs, because many of the assets are self-constructed;
|
•
|
costs to purchase or construct new track or to prepare ground for the laying of track;
|
•
|
welding (rail, field and plant) which are processes used to connect segments of rail;
|
•
|
new ballast, which is gravel and crushed stone that holds track in line;
|
•
|
fuels and lubricants associated with tie, rail and surfacing work which is the process of raising track to a designated elevation over an extended distance;
|
•
|
cross, switch and bridge ties which are the braces that support the rails on a track;
|
•
|
gauging which is the process of standardizing the distance between rails;
|
•
|
handling costs associated with installing rail, ties or ballast;
|
•
|
usage charge of machinery and equipment utilized in construction or installation; and
|
•
|
other track materials.
|
(Dollars in Millions)
|
December 2019
|
||
Maturity of Lease Liabilities
|
Lease Payments
|
||
2020
|
58
|
|
|
2021
|
54
|
|
|
2022
|
48
|
|
|
2023
|
39
|
|
|
2024
|
37
|
|
|
Thereafter
|
1,208
|
|
|
Total undiscounted operating lease payments
|
$
|
1,444
|
|
Less: Imputed interest
|
(894
|
)
|
|
Present value of operating lease liabilities
|
$
|
550
|
|
|
|
||
Balance Sheet Classification
|
|
||
Current lease liabilities (recorded in other current liabilities)
|
$
|
57
|
|
Long-term lease liabilities
|
493
|
|
|
Total operating lease liabilities
|
$
|
550
|
|
|
|
||
Other Information
|
|
||
Weighted-average remaining lease term for operating leases
|
33 years
|
|
|
Weighted-average discount rate for operating leases
|
5.0
|
%
|
|
Fiscal Years
|
||||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Rent Expense on Operating Leases
|
$
|
84
|
|
|
$
|
66
|
|
|
$
|
78
|
|
|
Fiscal Years
|
||||||||||
(Dollars in Millions)
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Amounts Paid
|
$
|
139
|
|
|
$
|
170
|
|
|
$
|
197
|
|
Number of Locomotives
|
1,897
|
|
|
1,910
|
|
|
2,062
|
|
(Dollars in Millions)
|
Locomotive Maintenance & Rebuild Payments
|
|
Other
Commitments
|
|
Total
|
||||||
2020
|
$
|
233
|
|
|
$
|
59
|
|
|
$
|
292
|
|
2021
|
178
|
|
|
19
|
|
|
197
|
|
|||
2022
|
211
|
|
|
18
|
|
|
229
|
|
|||
2023
|
237
|
|
|
17
|
|
|
254
|
|
|||
2024
|
273
|
|
|
17
|
|
|
290
|
|
|||
Thereafter
|
2,337
|
|
|
111
|
|
|
2,448
|
|
|||
Total
|
$
|
3,469
|
|
|
$
|
241
|
|
|
$
|
3,710
|
|
|
Summary of Participants as of
|
||||
|
January 1, 2019
|
||||
|
Pension Plans
|
|
Post-retirement Medical Plan
|
||
Active Employees
|
3,521
|
|
|
616
|
|
Retirees and Beneficiaries
|
12,016
|
|
|
8,393
|
|
Other(a)
|
4,012
|
|
|
40
|
|
Total
|
19,549
|
|
|
9,049
|
|
•
|
service cost (benefits attributed to employee service during the period);
|
•
|
interest cost (interest on the liability due to the passage of time);
|
•
|
actuarial gains/losses (experience during the year different from that assumed and changes in plan assumptions); and
|
•
|
benefits paid to participants.
|
|
Expected Cash Flows
|
||||||
(Dollars in Millions)
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||
2020
|
$
|
193
|
|
|
$
|
20
|
|
2021
|
188
|
|
|
12
|
|
||
2022
|
186
|
|
|
10
|
|
||
2023
|
184
|
|
|
9
|
|
||
2024
|
182
|
|
|
9
|
|
||
2025-2029
|
897
|
|
|
34
|
|
||
Total
|
$
|
1,830
|
|
|
$
|
94
|
|
|
December 2019
|
|
December 2018
|
||||||||||
|
|
|
Percent of
|
|
|
|
Percent of
|
||||||
(Dollars in Millions)
|
Amount
|
|
Total Assets
|
|
Amount
|
|
Total Assets
|
||||||
Equity
|
$
|
1,770
|
|
|
63
|
%
|
|
$
|
1,698
|
|
|
70
|
%
|
Fixed Income
|
818
|
|
|
29
|
|
|
704
|
|
|
29
|
|
||
Cash and Cash Equivalents
|
237
|
|
|
8
|
|
|
29
|
|
|
1
|
|
||
Total
|
$
|
2,825
|
|
|
100
|
%
|
|
$
|
2,431
|
|
|
100
|
%
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
|
Plan Year
|
|
Plan Year
|
|
Plan Year
|
|
Plan Year
|
||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Actuarial Present Value of Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Accumulated Benefit Obligation
|
$
|
2,963
|
|
|
$
|
2,623
|
|
|
N/A
|
|
|
N/A
|
|
||
Projected Benefit Obligation
|
3,122
|
|
|
2,758
|
|
|
$
|
117
|
|
|
$
|
118
|
|
||
|
|
|
|
|
|
|
|
||||||||
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected Benefit Obligation at Beginning of Plan Year
|
$
|
2,758
|
|
|
$
|
3,002
|
|
|
$
|
118
|
|
|
$
|
250
|
|
Service Cost (a)
|
34
|
|
|
36
|
|
|
1
|
|
|
2
|
|
||||
Interest Cost
|
103
|
|
|
92
|
|
|
2
|
|
|
7
|
|
||||
Plan Participants' Contributions
|
—
|
|
|
—
|
|
|
7
|
|
|
5
|
|
||||
Post-retirement Plan Amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
||||
Actuarial Loss (Gain)
|
418
|
|
|
(173
|
)
|
|
22
|
|
|
(10
|
)
|
||||
Benefits Paid
|
(191
|
)
|
|
(199
|
)
|
|
(33
|
)
|
|
(34
|
)
|
||||
Benefit Obligation at End of Plan Year
|
$
|
3,122
|
|
|
$
|
2,758
|
|
|
$
|
117
|
|
|
$
|
118
|
|
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair Value of Plan Assets at Beginning of Plan Year
|
$
|
2,431
|
|
|
$
|
2,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual Return on Plan Assets Gain (Loss)
|
568
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
||||
Non-qualified Employer Contributions
|
17
|
|
|
17
|
|
|
26
|
|
|
30
|
|
||||
Plan Participants' Contributions
|
—
|
|
|
—
|
|
|
7
|
|
|
4
|
|
||||
Benefits Paid
|
(191
|
)
|
|
(199
|
)
|
|
(33
|
)
|
|
(34
|
)
|
||||
Fair Value of Plan Assets at End of Plan Year
|
2,825
|
|
|
2,431
|
|
|
—
|
|
|
—
|
|
||||
Funded Status at End of Plan Year
|
$
|
(297
|
)
|
|
$
|
(327
|
)
|
|
$
|
(117
|
)
|
|
$
|
(118
|
)
|
(a)
|
Service cost for each 2019 and 2018 includes capitalized service costs of $3 million.
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
|
December
|
|
December
|
|
December
|
|
December
|
||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amounts Recorded in Consolidated
|
|
|
|
|
|
|
|
||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Long-term Assets (a)
|
$
|
25
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current Liabilities
|
(17
|
)
|
|
(16
|
)
|
|
(20
|
)
|
|
(34
|
)
|
||||
Long-term Liabilities
|
(305
|
)
|
|
(324
|
)
|
|
(97
|
)
|
|
(84
|
)
|
||||
Net Amount Recognized in
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Balance Sheets
|
$
|
(297
|
)
|
|
$
|
(327
|
)
|
|
$
|
(117
|
)
|
|
$
|
(118
|
)
|
(a)
|
Long-term assets as of December 2019 and 2018 relate to qualified pension plans where assets exceed projected benefit obligations.
|
|
Aggregate
|
|
||||
(Dollars in Millions)
|
Fair Value
|
Aggregate
|
||||
Benefit Obligations in Excess of Plan Assets
|
of Plan Assets
|
Benefit Obligation
|
||||
Projected Benefit Obligation
|
$
|
2,715
|
|
$
|
(3,037
|
)
|
Accumulated Benefit Obligation
|
2,715
|
|
(2,878
|
)
|
|
Pension Benefits
Fiscal Years
|
|
Post-retirement Benefits
Fiscal Years
|
||||||||||||||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service Cost Included in Labor and Fringe
|
$
|
31
|
|
|
$
|
32
|
|
|
$
|
36
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Cost
|
103
|
|
|
92
|
|
|
92
|
|
|
2
|
|
|
7
|
|
|
7
|
|
||||||
Expected Return on Plan Assets
|
(171
|
)
|
|
(176
|
)
|
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of Net Loss
|
30
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of Prior Service Cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Total Income Included in Other Income - Net
|
(38
|
)
|
|
(43
|
)
|
|
(38
|
)
|
|
(5
|
)
|
|
5
|
|
|
7
|
|
||||||
Net Periodic Benefit (Credit) Expense
|
$
|
(7
|
)
|
|
$
|
(11
|
)
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
7
|
|
|
$
|
9
|
|
Restructuring Charge - Non Operating(a)
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Settlement (Gain) Loss
|
—
|
|
|
(1
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total (Credit) Expense
|
$
|
(7
|
)
|
|
$
|
(12
|
)
|
|
$
|
69
|
|
|
$
|
(4
|
)
|
|
$
|
7
|
|
|
$
|
22
|
|
(Dollars in Millions)
|
Pension Benefits
|
|
Post-retirement Benefits
|
||||||||||||
Components of Other Comprehensive
|
December
|
|
December
|
|
December
|
|
December
|
||||||||
Loss (Income)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Recognized in the Balance Sheet
|
|
|
|
|
|
|
|
||||||||
Losses (Gains)
|
$
|
21
|
|
|
$
|
223
|
|
|
$
|
22
|
|
|
$
|
(112
|
)
|
Expense (Income) Recognized in the Income Statement
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of Net Losses (a)
|
$
|
30
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlement (Gain) Loss
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of Prior Service Costs
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
(a)
|
Amortization of net losses estimated to be expensed for 2020 is approximately $57 million for pension benefits.
|
|
Pension Benefits
|
|
Post-retirement Benefits
|
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||
Expected Long-term Return on Plan Assets:
|
|
|
|
|
|
|
|
|
||||
Benefit Cost for Current Plan Year
|
6.75
|
%
|
|
6.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Benefit Cost for Subsequent Plan Year
|
6.75
|
%
|
|
6.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount Rates:
|
|
|
|
|
|
|
|
|
||||
Benefit Cost for Plan Year
|
|
|
|
|
|
|
|
|
||||
Service Cost for Plan Year
|
4.40
|
%
|
|
3.74
|
%
|
|
4.14
|
%
|
|
4.14
|
%
|
(a)
|
Interest Cost for Plan Year
|
3.87
|
%
|
|
3.15
|
%
|
|
3.51
|
%
|
|
3.45
|
%
|
(a)
|
Benefit Obligation at End of Plan Year
|
3.13
|
%
|
|
4.24
|
%
|
|
2.87
|
%
|
|
3.98
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Salary Scale Inflation
|
4.60
|
%
|
|
4.60
|
%
|
|
N/A
|
|
|
N/A
|
|
|
(a)
|
The post-retirement benefits service cost and interest cost for 2018 were based on a weighted average discount rate of 3.68% and 2.79%, respectively, prior to the post-retirement plan amendments approved in 2018 and were increased to 4.14% and 3.45%, respectively, after the Company remeasured the other post-retirement benefits obligation in the fourth quarter of 2018.
|
|
Maturity at
December
|
Average
Interest
Rates at
December
|
December
|
December
|
||||
(Dollars in Millions)
|
2019
|
2019
|
2019
|
2018
|
||||
Notes
|
2020-2068
|
4.4%
|
$
|
16,056
|
|
$
|
14,558
|
|
Equipment Obligations(a)
|
2020-2023
|
6.3%
|
178
|
|
195
|
|
||
Finance Leases
|
2020-2026
|
15.0%
|
4
|
|
4
|
|
||
Subtotal Long-term Debt (including current portion)
|
|
|
$
|
16,238
|
|
$
|
14,757
|
|
Less Debt Due within One Year
|
|
|
(245
|
)
|
(18
|
)
|
||
Long-term Debt (excluding current portion)
|
|
|
$
|
15,993
|
|
$
|
14,739
|
|
•
|
On September 12, 2019, issued $400 million of 2.40% notes due 2030 and $600 million of 3.35% notes due 2049. On October 15, 2019, a portion of the net proceeds was used to fully redeem CSX’s outstanding $500 million of 3.70% notes that otherwise would have matured on October 30, 2020.
|
•
|
On February 28, 2019, issued $600 million of 4.25% notes due 2029, which was a reopening of existing notes originally issued in November 2018, and $400 million of 4.50% notes due 2049.
|
•
|
On November 15, 2018, issued $350 million of 4.25% notes due 2029 and $650 million of 4.75% notes due 2048.
|
•
|
On February 20, 2018, issued $800 million of 3.80% notes due 2028, $850 million of 4.30% notes due 2048, and $350 million of 4.65% notes due 2068.
|
(Dollars in Millions)
|
Maturities at
|
||
Fiscal Years Ending
|
December 2019
|
||
2020
|
$
|
245
|
|
2021
|
401
|
|
|
2022
|
162
|
|
|
2023
|
639
|
|
|
2024
|
551
|
|
|
Thereafter
|
14,240
|
|
|
Total Long-term Debt Maturities, including current portion
|
$
|
16,238
|
|
|
Fiscal Years
|
||||||||
(Dollars in millions)
|
2019
|
2018
|
2017
|
||||||
|
|
|
|
||||||
Chemicals
|
$
|
2,343
|
|
$
|
2,339
|
|
$
|
2,210
|
|
Agricultural and Food Products
|
1,410
|
|
1,306
|
|
1,262
|
|
|||
Automotive
|
1,236
|
|
1,267
|
|
1,195
|
|
|||
Forest Products
|
878
|
|
850
|
|
755
|
|
|||
Metals and Equipment
|
741
|
|
769
|
|
703
|
|
|||
Minerals
|
550
|
|
518
|
|
477
|
|
|||
Fertilizers
|
431
|
|
442
|
|
466
|
|
|||
Total Merchandise
|
7,589
|
|
7,491
|
|
7,068
|
|
|||
|
|
|
|
||||||
Coal
|
2,070
|
|
2,246
|
|
2,107
|
|
|||
|
|
|
|
||||||
Intermodal
|
1,760
|
|
1,931
|
|
1,799
|
|
|||
|
|
|
|
||||||
Other
|
518
|
|
582
|
|
434
|
|
|||
Total
|
$
|
11,937
|
|
$
|
12,250
|
|
$
|
11,408
|
|
•
|
Revenue associated with shipments in transit is recognized ratably over transit time and is based on average cycle times to move commodities and products from their origin to their final destination or interchange;
|
•
|
Adjustments to revenue for billing corrections and billing discounts;
|
•
|
Adjustments to revenue for overcharge claims filed by customers, which are based on historical payments to customers for rate overcharges as a percentage of total billing; and
|
•
|
Incentive-based refunds to customers, which are primarily volume-related, are recorded as a reduction to revenue on the basis of the projected liability (this estimate is based on historical activity, current volume levels and forecasted future volume).
|
(Dollars in millions)
|
December 31,
2019 |
December 31,
2018 |
||||
|
|
|
||||
Freight Receivables
|
$
|
790
|
|
$
|
846
|
|
Freight Allowance for Doubtful Accounts
|
(21
|
)
|
(18
|
)
|
||
Freight Receivables, net
|
769
|
|
828
|
|
||
|
|
|
||||
Non-Freight Receivables
|
226
|
|
190
|
|
||
Non-Freight Allowance for Doubtful Accounts
|
(9
|
)
|
(8
|
)
|
||
Non-Freight Receivables, net
|
217
|
|
182
|
|
||
Total Accounts Receivable, net
|
$
|
986
|
|
$
|
1,010
|
|
|
Fiscal Years
|
||||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
||||||||
Federal
|
$
|
608
|
|
|
$
|
572
|
|
|
$
|
787
|
|
State
|
104
|
|
|
144
|
|
|
117
|
|
|||
Subtotal Current
|
712
|
|
|
716
|
|
|
904
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
235
|
|
|
275
|
|
|
(3,277
|
)
|
|||
State
|
38
|
|
|
4
|
|
|
44
|
|
|||
Subtotal Deferred
|
273
|
|
|
279
|
|
|
(3,233
|
)
|
|||
Total
|
$
|
985
|
|
|
$
|
995
|
|
|
$
|
(2,329
|
)
|
|
Fiscal Years
|
|||||||||||||||||||
(Dollars In Millions)
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Federal Income Taxes
|
$
|
906
|
|
|
21.0
|
%
|
|
$
|
904
|
|
|
21.0
|
%
|
|
$
|
1,100
|
|
|
35.0
|
%
|
State Income Taxes
|
108
|
|
|
2.5
|
%
|
|
112
|
|
|
2.6
|
%
|
|
102
|
|
|
3.2
|
%
|
|||
Deferred Tax Rate Change
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(3,506
|
)
|
|
(111.6
|
)%
|
|||
Other
|
(29
|
)
|
|
(0.7
|
)%
|
|
(21
|
)
|
|
(0.5
|
)%
|
|
(25
|
)
|
|
(0.8
|
)%
|
|||
Income Tax (Benefit) Expense/Rate
|
$
|
985
|
|
|
22.8
|
%
|
|
$
|
995
|
|
|
23.1
|
%
|
|
$
|
(2,329
|
)
|
|
(74.2
|
)%
|
|
2019
|
|
2018
|
||||||||||||
(Dollars in Millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Pension Plans
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
—
|
|
Other Employee Benefit Plans
|
127
|
|
|
—
|
|
|
146
|
|
|
—
|
|
||||
Accelerated Depreciation
|
—
|
|
|
7,020
|
|
|
—
|
|
|
6,799
|
|
||||
Other
|
426
|
|
|
565
|
|
|
529
|
|
|
645
|
|
||||
Total
|
$
|
624
|
|
|
$
|
7,585
|
|
|
$
|
754
|
|
|
$
|
7,444
|
|
Net Deferred Income Tax Liabilities
|
|
|
|
$
|
6,961
|
|
|
|
|
|
$
|
6,690
|
|
•
|
Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.); and
|
•
|
Level 3 – significant unobservable inputs (including the Company’s own assumptions about the assumptions market participants would use in determining the fair value of investments).
|
•
|
Certificates of Deposit and Commercial Paper (Level 2): Valued at amortized cost, which approximates fair value; and
|
•
|
Corporate Bonds and Government Securities (Level 2): Valued using broker quotes that utilize observable market inputs.
|
|
Fiscal Years
|
||||||
|
2019
|
|
2018
|
||||
(Dollars in Millions)
|
Level 2
|
|
Level 2
|
||||
Certificates of Deposit and Commercial Paper
|
$
|
989
|
|
|
$
|
250
|
|
Corporate Bonds
|
59
|
|
|
56
|
|
||
Government Securities
|
36
|
|
|
35
|
|
||
Total investments at fair value
|
$
|
1,084
|
|
|
$
|
341
|
|
(Dollars in Millions)
|
December 2019
|
|
December 2018
|
||||
Less than 1 year
|
$
|
996
|
|
|
$
|
253
|
|
1 - 5 years
|
10
|
|
|
14
|
|
||
5 - 10 years
|
25
|
|
|
26
|
|
||
Greater than 10 years
|
53
|
|
|
48
|
|
||
Total investments at fair value
|
$
|
1,084
|
|
|
$
|
341
|
|
(Dollars in Millions)
|
December 2019
|
|
December 2018
|
||||
Long-term Debt (Including Current Maturities):
|
|
|
|
||||
Fair Value
|
$
|
18,503
|
|
|
$
|
14,914
|
|
Carrying Value
|
16,238
|
|
|
14,757
|
|
•
|
Common stock (Level 1): Valued at the closing price reported on the active market on which the individual securities are traded on the last day of the year and classified in Level 1 of the fair value hierarchy.
|
•
|
Mutual funds (Level 1): Valued at the net asset value of shares held at year end based on quoted market prices determined in an active market. These assets are classified in Level 1 of the fair value hierarchy.
|
•
|
Cash and cash equivalents (Level 1): Includes cash and short term investments with an original maturity of three months or less. The carrying value of cash and cash equivalents at year end approximates fair value. These assets are classified in Level 1 of the fair value hierarchy.
|
•
|
Corporate bonds, government securities, asset-backed securities and derivatives (Level 2): Valued using price evaluations reflecting the bid and/or ask sides of the market for a similar investment at year end. Asset-backed securities include commercial mortgage-backed securities and collateralized mortgage obligations. These assets are classified in Level 2 of the fair value hierarchy.
|
•
|
Partnerships: Net asset value of private equity is based on the fair market values associated with the underlying investments at year end. These funds have redemption restrictions that require advanced notice of 15 business days.
|
•
|
Common collective trust funds: This class consists of private funds that invest in government and corporate securities and various short-term debt instruments and are measured at net asset value to estimate the fair value of the investments. The net asset value of the investments is determined by reference to the fair value of the underlying securities, which are valued primarily through the use of directly or indirectly observable inputs. These funds have redemption restrictions that require advanced notice of up to 15 business days.
|
|
Fiscal Years
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
(Dollars in Millions)
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Common Stock
|
$
|
823
|
|
|
$
|
—
|
|
|
$
|
823
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
750
|
|
Mutual funds
|
78
|
|
|
—
|
|
|
78
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Cash and cash equivalents
|
229
|
|
|
—
|
|
|
229
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Corporate bonds
|
—
|
|
|
588
|
|
|
588
|
|
|
—
|
|
|
537
|
|
|
537
|
|
||||||
Government securities
|
—
|
|
|
217
|
|
|
217
|
|
|
—
|
|
|
149
|
|
|
149
|
|
||||||
Asset-backed securities
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||
Derivatives and other
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||
Total investments in the fair value hierarchy
|
$
|
1,130
|
|
|
$
|
822
|
|
|
$
|
1,952
|
|
|
$
|
760
|
|
|
$
|
701
|
|
|
$
|
1,461
|
|
Investments measured at net asset value (a)
|
n/a
|
|
|
n/a
|
|
|
$
|
873
|
|
|
n/a
|
|
|
n/a
|
|
|
$
|
970
|
|
||||
Investments at fair value
|
$
|
1,130
|
|
|
$
|
822
|
|
|
$
|
2,825
|
|
|
$
|
760
|
|
|
$
|
701
|
|
|
$
|
2,431
|
|
|
Fiscal Years
|
||||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Periodic Pension and Post-retirement Benefit Credit (a)
|
$
|
43
|
|
|
$
|
38
|
|
|
$
|
32
|
|
Interest Income
|
48
|
|
|
32
|
|
|
13
|
|
|||
Miscellaneous (Expense) Income
|
(3
|
)
|
|
4
|
|
|
8
|
|
|||
Total Other Income - Net
|
$
|
88
|
|
|
$
|
74
|
|
|
$
|
53
|
|
(Dollars in Millions)
|
Conrail Shared
|
||
Years
|
Asset Agreement
|
||
2020
|
$
|
29
|
|
2021
|
29
|
|
|
2022
|
29
|
|
|
2023
|
29
|
|
|
2024
|
22
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
138
|
|
|
Fiscal Years
|
||||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Rents, fees and services
|
$
|
119
|
|
|
$
|
117
|
|
|
$
|
120
|
|
Purchase price amortization and other
|
4
|
|
|
4
|
|
|
4
|
|
|||
Equity earnings of Conrail
|
(42
|
)
|
|
(43
|
)
|
|
(58
|
)
|
|||
Total Conrail Expense
|
$
|
81
|
|
|
$
|
78
|
|
|
$
|
66
|
|
|
December
|
|
December
|
||||
(Dollars in Millions)
|
2019
|
|
2018
|
||||
Balance Sheet Information:
|
|
|
|
||||
CSX accounts payable to Conrail
|
$
|
213
|
|
|
$
|
153
|
|
Promissory notes payable to Conrail subsidiary
|
|
|
|
||||
2.89% CSX promissory note due October 2044
|
73
|
|
|
73
|
|
||
2.89% CSXT promissory note due October 2044
|
151
|
|
|
151
|
|
|
Fiscal Years
|
||||||||||
(Dollars in Millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Income statement information:
|
|
|
|
|
|
||||||
Car hire rents
|
$
|
223
|
|
|
$
|
223
|
|
|
$
|
237
|
|
Equity earnings of TTX
|
(56
|
)
|
|
(60
|
)
|
|
(157
|
)
|
|||
Total TTX expense
|
$
|
167
|
|
|
$
|
163
|
|
|
$
|
80
|
|
|
|
|
|
|
|
|
December
|
|
December
|
|
||||
Balance sheet information:
|
2019
|
|
2018
|
|
||||
CSX payable to TTX
|
$
|
34
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
Pension and Other Post-Employment Benefits
|
Other
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
(Dollars in millions)
|
|
|
|
||||||
Balance December 30, 2016 - Net of Tax
|
$
|
(580
|
)
|
$
|
(60
|
)
|
$
|
(640
|
)
|
Other Comprehensive Income (Loss)
|
|
|
|
||||||
Income Before Reclassifications
|
148
|
|
13
|
|
161
|
|
|||
Amounts Reclassified to Net Earnings
|
56
|
|
2
|
|
58
|
|
|||
Tax Expense
|
(64
|
)
|
(1
|
)
|
(65
|
)
|
|||
Total Other Comprehensive Income
|
140
|
|
14
|
|
154
|
|
|||
Balance December 31, 2017 - Net of Tax
|
(440
|
)
|
(46
|
)
|
(486
|
)
|
|||
Other Comprehensive Income (Loss)
|
|
|
|
||||||
Reclassification of Stranded Tax Effects (a)
|
(108
|
)
|
1
|
|
(107
|
)
|
|||
Loss Before Reclassifications
|
(111
|
)
|
(8
|
)
|
(119
|
)
|
|||
Amounts Reclassified to Net Earnings
|
38
|
|
(6
|
)
|
32
|
|
|||
Tax Benefit
|
17
|
|
2
|
|
19
|
|
|||
Total Other Comprehensive Loss
|
(164
|
)
|
(11
|
)
|
(175
|
)
|
|||
Balance December 31, 2018 - Net of Tax
|
(604
|
)
|
(57
|
)
|
(661
|
)
|
|||
Other Comprehensive Income (Loss)
|
|
|
|
||||||
Loss Before Reclassifications
|
(43
|
)
|
(5
|
)
|
(48
|
)
|
|||
Amounts Reclassified to Net Earnings
|
23
|
|
8
|
|
31
|
|
|||
Tax Benefit
|
5
|
|
(2
|
)
|
3
|
|
|||
Total Other Comprehensive (Loss) Income
|
(15
|
)
|
1
|
|
(14
|
)
|
|||
Balance December 31, 2019 - Net of Tax
|
$
|
(619
|
)
|
$
|
(56
|
)
|
$
|
(675
|
)
|
Fiscal Year Ended December 2019
|
Quarters
|
||||||||||||||||||
(Dollars in Millions, Except Per Share Amounts)
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
Full Year
|
||||||||||
Revenue
|
$
|
3,013
|
|
|
$
|
3,061
|
|
|
$
|
2,978
|
|
|
$
|
2,885
|
|
|
$
|
11,937
|
|
Operating Income
|
1,219
|
|
|
1,305
|
|
|
1,287
|
|
|
1,154
|
|
|
4,965
|
|
|||||
Net Earnings
|
834
|
|
|
870
|
|
|
856
|
|
|
771
|
|
|
3,331
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share, Basic
|
$
|
1.02
|
|
|
$
|
1.08
|
|
|
$
|
1.08
|
|
|
$
|
0.99
|
|
|
$
|
4.18
|
|
Earnings Per Share, Assuming Dilution
|
1.02
|
|
|
1.08
|
|
|
1.08
|
|
|
0.99
|
|
|
4.17
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended December 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,876
|
|
|
$
|
3,102
|
|
|
$
|
3,129
|
|
|
$
|
3,143
|
|
|
$
|
12,250
|
|
Operating Income
|
1,044
|
|
|
1,283
|
|
|
1,293
|
|
|
1,249
|
|
|
4,869
|
|
|||||
Net Earnings
|
695
|
|
|
877
|
|
|
894
|
|
|
843
|
|
|
3,309
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share, Basic
|
$
|
0.78
|
|
|
$
|
1.02
|
|
|
$
|
1.05
|
|
|
$
|
1.02
|
|
|
$
|
3.86
|
|
Earnings Per Share, Assuming Dilution
|
0.78
|
|
|
1.01
|
|
|
1.05
|
|
|
1.01
|
|
|
3.84
|
|
Fiscal Year Ended December 2019
|
CSX
Corporation
|
|
CSX
Transportation
|
|
Eliminations and Other
|
|
CSX
Consolidated
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
11,856
|
|
|
$
|
81
|
|
|
$
|
11,937
|
|
Expense
|
(549
|
)
|
|
7,688
|
|
|
(167
|
)
|
|
6,972
|
|
||||
Operating Income
|
549
|
|
|
4,168
|
|
|
248
|
|
|
4,965
|
|
||||
Equity in Earnings of Subsidiaries
|
3,505
|
|
|
—
|
|
|
(3,505
|
)
|
|
—
|
|
||||
Interest Expense
|
(878
|
)
|
|
(42
|
)
|
|
183
|
|
|
(737
|
)
|
||||
Other Income - Net
|
25
|
|
|
207
|
|
|
(144
|
)
|
|
88
|
|
||||
Earnings Before Income Taxes
|
3,201
|
|
|
4,333
|
|
|
(3,218
|
)
|
|
4,316
|
|
||||
Income Tax Benefit (Expense)
|
130
|
|
|
(1,009
|
)
|
|
(106
|
)
|
|
(985
|
)
|
||||
Net Earnings
|
$
|
3,331
|
|
|
$
|
3,324
|
|
|
$
|
(3,324
|
)
|
|
$
|
3,331
|
|
|
|
|
|
|
|
|
|
||||||||
Total Comprehensive Earnings
|
$
|
3,317
|
|
|
$
|
3,306
|
|
|
$
|
(3,306
|
)
|
|
$
|
3,317
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended December 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
12,174
|
|
|
$
|
76
|
|
|
$
|
12,250
|
|
Expense
|
(344
|
)
|
|
7,868
|
|
|
(143
|
)
|
|
7,381
|
|
||||
Operating Income
|
344
|
|
|
4,306
|
|
|
219
|
|
|
4,869
|
|
||||
Equity in Earnings of Subsidiaries
|
3,580
|
|
|
—
|
|
|
(3,580
|
)
|
|
—
|
|
||||
Interest Expense
|
(742
|
)
|
|
(39
|
)
|
|
142
|
|
|
(639
|
)
|
||||
Other Income - Net
|
24
|
|
|
152
|
|
|
(102
|
)
|
|
74
|
|
||||
Earnings Before Income Taxes
|
3,206
|
|
|
4,419
|
|
|
(3,321
|
)
|
|
4,304
|
|
||||
Income Tax Benefit (Expense)
|
103
|
|
|
(1,036
|
)
|
|
(62
|
)
|
|
(995
|
)
|
||||
Net Earnings
|
$
|
3,309
|
|
|
$
|
3,383
|
|
|
$
|
(3,383
|
)
|
|
$
|
3,309
|
|
|
|
|
|
|
|
|
|
||||||||
Total Comprehensive Earnings
|
$
|
3,134
|
|
|
$
|
3,441
|
|
|
$
|
(3,441
|
)
|
|
$
|
3,134
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended December 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
11,334
|
|
|
$
|
74
|
|
|
$
|
11,408
|
|
Expense
|
(158
|
)
|
|
8,009
|
|
|
(163
|
)
|
|
7,688
|
|
||||
Operating Income
|
158
|
|
|
3,325
|
|
|
237
|
|
|
3,720
|
|
||||
Equity in Earnings of Subsidiaries
|
5,810
|
|
|
—
|
|
|
(5,810
|
)
|
|
—
|
|
||||
Interest Expense
|
(582
|
)
|
|
(29
|
)
|
|
65
|
|
|
(546
|
)
|
||||
Other Income - Net
|
7
|
|
|
(19
|
)
|
|
(20
|
)
|
|
(32
|
)
|
||||
Earnings Before Income Taxes
|
5,393
|
|
|
3,277
|
|
|
(5,528
|
)
|
|
3,142
|
|
||||
Income Tax Benefit
|
78
|
|
|
2,247
|
|
|
4
|
|
|
2,329
|
|
||||
Net Earnings
|
$
|
5,471
|
|
|
$
|
5,524
|
|
|
$
|
(5,524
|
)
|
|
$
|
5,471
|
|
|
|
|
|
|
|
|
|
||||||||
Total Comprehensive Earnings
|
$
|
5,625
|
|
|
$
|
5,538
|
|
|
$
|
(5,538
|
)
|
|
$
|
5,625
|
|
As of December 31, 2019
|
CSX
Corporation
|
|
CSX
Transportation
|
|
Eliminations and Other
|
|
CSX
Consolidated |
||||||||
ASSETS
|
|
||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
814
|
|
|
$
|
136
|
|
|
$
|
8
|
|
|
$
|
958
|
|
Short-term Investments
|
989
|
|
|
—
|
|
|
7
|
|
|
996
|
|
||||
Accounts Receivable - Net
|
4
|
|
|
969
|
|
|
13
|
|
|
986
|
|
||||
Receivable from Affiliates
|
1,054
|
|
|
7,405
|
|
|
(8,459
|
)
|
|
—
|
|
||||
Materials and Supplies
|
—
|
|
|
261
|
|
|
—
|
|
|
261
|
|
||||
Other Current Assets
|
26
|
|
|
30
|
|
|
21
|
|
|
77
|
|
||||
Total Current Assets
|
2,887
|
|
|
8,801
|
|
|
(8,410
|
)
|
|
3,278
|
|
||||
Properties
|
1
|
|
|
42,110
|
|
|
2,989
|
|
|
45,100
|
|
||||
Accumulated Depreciation
|
(1
|
)
|
|
(11,199
|
)
|
|
(1,732
|
)
|
|
(12,932
|
)
|
||||
Properties - Net
|
—
|
|
|
30,911
|
|
|
1,257
|
|
|
32,168
|
|
||||
Investments in Conrail
|
—
|
|
|
—
|
|
|
982
|
|
|
982
|
|
||||
Affiliates and Other Companies
|
(39
|
)
|
|
923
|
|
|
13
|
|
|
897
|
|
||||
Investment in Consolidated Subsidiaries
|
34,528
|
|
|
—
|
|
|
(34,528
|
)
|
|
—
|
|
||||
Right of Use Lease Asset
|
—
|
|
|
514
|
|
|
18
|
|
|
532
|
|
||||
Other Long-term Assets
|
3
|
|
|
629
|
|
|
(232
|
)
|
|
400
|
|
||||
Total Assets
|
$
|
37,379
|
|
|
$
|
41,778
|
|
|
$
|
(40,900
|
)
|
|
$
|
38,257
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts Payable
|
$
|
153
|
|
|
$
|
830
|
|
|
$
|
60
|
|
|
$
|
1,043
|
|
Labor and Fringe Benefits Payable
|
38
|
|
|
386
|
|
|
65
|
|
|
489
|
|
||||
Payable to Affiliates
|
9,552
|
|
|
574
|
|
|
(10,126
|
)
|
|
—
|
|
||||
Casualty, Environmental and Other Reserves
|
—
|
|
|
87
|
|
|
13
|
|
|
100
|
|
||||
Current Maturities of Long-term Debt
|
—
|
|
|
245
|
|
|
—
|
|
|
245
|
|
||||
Income and Other Taxes Payable
|
(286
|
)
|
|
340
|
|
|
15
|
|
|
69
|
|
||||
Other Current Liabilities
|
—
|
|
|
192
|
|
|
13
|
|
|
205
|
|
||||
Total Current Liabilities
|
9,457
|
|
|
2,654
|
|
|
(9,960
|
)
|
|
2,151
|
|
||||
Casualty, Environmental and Other Reserves
|
—
|
|
|
169
|
|
|
36
|
|
|
205
|
|
||||
Long-term Debt
|
15,534
|
|
|
459
|
|
|
—
|
|
|
15,993
|
|
||||
Deferred Income Taxes - Net
|
(152
|
)
|
|
6,827
|
|
|
286
|
|
|
6,961
|
|
||||
Long-term Lease Liability
|
—
|
|
|
481
|
|
|
12
|
|
|
493
|
|
||||
Other Long-term Liabilities
|
692
|
|
|
215
|
|
|
(316
|
)
|
|
591
|
|
||||
Total Liabilities
|
25,531
|
|
|
10,805
|
|
|
(9,942
|
)
|
|
26,394
|
|
||||
Shareholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Common Stock, $1 Par Value
|
773
|
|
|
181
|
|
|
(181
|
)
|
|
773
|
|
||||
Other Capital
|
346
|
|
|
5,096
|
|
|
(5,096
|
)
|
|
346
|
|
||||
Retained Earnings
|
11,404
|
|
|
25,646
|
|
|
(25,646
|
)
|
|
11,404
|
|
||||
Accumulated Other Comprehensive Loss
|
(675
|
)
|
|
35
|
|
|
(35
|
)
|
|
(675
|
)
|
||||
Noncontrolling Minority Interest
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Total Shareholders' Equity
|
11,848
|
|
|
30,973
|
|
|
(30,958
|
)
|
|
11,863
|
|
||||
Total Liabilities and Shareholders' Equity
|
$
|
37,379
|
|
|
$
|
41,778
|
|
|
$
|
(40,900
|
)
|
|
$
|
38,257
|
|
As of December 31, 2018
|
CSX Corporation
|
|
CSX Transportation
|
|
Eliminations and Other
|
|
CSX
Consolidated |
||||||||
ASSETS
|
|
||||||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
716
|
|
|
$
|
130
|
|
|
$
|
12
|
|
|
$
|
858
|
|
Short-term Investments
|
250
|
|
|
—
|
|
|
3
|
|
|
253
|
|
||||
Accounts Receivable - Net
|
1
|
|
|
1,003
|
|
|
6
|
|
|
1,010
|
|
||||
Receivable from Affiliates
|
1,020
|
|
|
5,214
|
|
|
(6,234
|
)
|
|
—
|
|
||||
Materials and Supplies
|
—
|
|
|
263
|
|
|
—
|
|
|
263
|
|
||||
Other Current Assets
|
63
|
|
|
104
|
|
|
14
|
|
|
181
|
|
||||
Total Current Assets
|
2,050
|
|
|
6,714
|
|
|
(6,199
|
)
|
|
2,565
|
|
||||
Properties
|
1
|
|
|
41,897
|
|
|
2,907
|
|
|
44,805
|
|
||||
Accumulated Depreciation
|
(1
|
)
|
|
(11,194
|
)
|
|
(1,612
|
)
|
|
(12,807
|
)
|
||||
Properties - Net
|
—
|
|
|
30,703
|
|
|
1,295
|
|
|
31,998
|
|
||||
Investments in Conrail
|
—
|
|
|
—
|
|
|
943
|
|
|
943
|
|
||||
Affiliates and Other Companies
|
(39
|
)
|
|
859
|
|
|
16
|
|
|
836
|
|
||||
Investment in Consolidated Subsidiaries
|
32,033
|
|
|
—
|
|
|
(32,033
|
)
|
|
—
|
|
||||
Other Long-term Assets
|
2
|
|
|
598
|
|
|
(213
|
)
|
|
387
|
|
||||
Total Assets
|
$
|
34,046
|
|
|
$
|
38,874
|
|
|
$
|
(36,191
|
)
|
|
$
|
36,729
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts Payable
|
$
|
132
|
|
|
$
|
763
|
|
|
$
|
54
|
|
|
$
|
949
|
|
Labor and Fringe Benefits Payable
|
41
|
|
|
440
|
|
|
69
|
|
|
550
|
|
||||
Payable to Affiliates
|
6,973
|
|
|
633
|
|
|
(7,606
|
)
|
|
—
|
|
||||
Casualty, Environmental and Other Reserves
|
—
|
|
|
99
|
|
|
14
|
|
|
113
|
|
||||
Current Maturities of Long-term Debt
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Income and Other Taxes Payable
|
(290
|
)
|
|
392
|
|
|
4
|
|
|
106
|
|
||||
Other Current Liabilities
|
11
|
|
|
162
|
|
|
6
|
|
|
179
|
|
||||
Total Current Liabilities
|
6,867
|
|
|
2,507
|
|
|
(7,459
|
)
|
|
1,915
|
|
||||
Casualty, Environmental and Other Reserves
|
—
|
|
|
176
|
|
|
35
|
|
|
211
|
|
||||
Long-term Debt
|
14,029
|
|
|
710
|
|
|
—
|
|
|
14,739
|
|
||||
Deferred Income Taxes - Net
|
(134
|
)
|
|
6,601
|
|
|
223
|
|
|
6,690
|
|
||||
Other Long-term Liabilities
|
721
|
|
|
211
|
|
|
(338
|
)
|
|
594
|
|
||||
Total Liabilities
|
21,483
|
|
|
10,205
|
|
|
(7,539
|
)
|
|
24,149
|
|
||||
Shareholders' Equity
|
|
|
|
|
|
|
|
||||||||
Common Stock, $1 Par Value
|
818
|
|
|
181
|
|
|
(181
|
)
|
|
818
|
|
||||
Other Capital
|
249
|
|
|
5,096
|
|
|
(5,096
|
)
|
|
249
|
|
||||
Retained Earnings
|
12,157
|
|
|
23,322
|
|
|
(23,322
|
)
|
|
12,157
|
|
||||
Accumulated Other Comprehensive Loss
|
(661
|
)
|
|
53
|
|
|
(53
|
)
|
|
(661
|
)
|
||||
Noncontrolling Minority Interest
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
Total Shareholders' Equity
|
12,563
|
|
|
28,669
|
|
|
(28,652
|
)
|
|
12,580
|
|
||||
Total Liabilities and Shareholders' Equity
|
$
|
34,046
|
|
|
$
|
38,874
|
|
|
$
|
(36,191
|
)
|
|
$
|
36,729
|
|
Fiscal Year Ended December 2019
|
CSX Corporation
|
|
CSX Transportation
|
|
Eliminations and Other
|
|
CSX
Consolidated |
||||||||
Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
3,440
|
|
|
$
|
2,272
|
|
|
$
|
(862
|
)
|
|
$
|
4,850
|
|
|
|
|
|
|
|
|
|
||||||||
Investing Activities
|
|
|
|
|
|
|
|
||||||||
Property Additions
|
—
|
|
|
(1,506
|
)
|
|
(151
|
)
|
|
(1,657
|
)
|
||||
Purchases of Short-term Investments
|
(2,838
|
)
|
|
—
|
|
|
—
|
|
|
(2,838
|
)
|
||||
Proceeds from Sales of Short-term Investments
|
2,105
|
|
|
—
|
|
|
3
|
|
|
2,108
|
|
||||
Proceeds from Property Dispositions
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
||||
Other Investing Activities
|
15
|
|
|
10
|
|
|
6
|
|
|
31
|
|
||||
Net Cash Used in Investing Activities
|
(718
|
)
|
|
(1,242
|
)
|
|
(142
|
)
|
|
(2,102
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Financing Activities
|
|
|
|
|
|
|
|
||||||||
Long-term Debt Issued
|
2,000
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
||||
Long-term Debt Repaid
|
(500
|
)
|
|
(18
|
)
|
|
—
|
|
|
(518
|
)
|
||||
Dividends Paid
|
(763
|
)
|
|
(1,000
|
)
|
|
1,000
|
|
|
(763
|
)
|
||||
Shares Repurchased
|
(3,373
|
)
|
|
—
|
|
|
—
|
|
|
(3,373
|
)
|
||||
Other Financing Activities
|
12
|
|
|
(6
|
)
|
|
—
|
|
|
6
|
|
||||
Net Cash (Used in) Provided by Financing Activities
|
(2,624
|
)
|
|
(1,024
|
)
|
|
1,000
|
|
|
(2,648
|
)
|
||||
Net Increase in Cash and Cash Equivalents
|
98
|
|
|
6
|
|
|
(4
|
)
|
|
100
|
|
||||
Cash and Cash Equivalents at Beginning of Period
|
716
|
|
|
130
|
|
|
12
|
|
|
858
|
|
||||
Cash and Cash Equivalents at End of Period
|
$
|
814
|
|
|
$
|
136
|
|
|
$
|
8
|
|
|
$
|
958
|
|
Fiscal Year Ended December 2018
|
CSX Corporation
|
|
CSX Transportation
|
|
Eliminations and Other
|
|
CSX
Consolidated |
||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
3,182
|
|
|
$
|
1,657
|
|
|
$
|
(198
|
)
|
|
$
|
4,641
|
|
|
|
|
|
|
|
|
|
||||||||
Investing Activities
|
|
|
|
|
|
|
|
||||||||
Property Additions
|
—
|
|
|
(1,580
|
)
|
|
(165
|
)
|
|
(1,745
|
)
|
||||
Purchases of Short-term Investments
|
(734
|
)
|
|
—
|
|
|
(2
|
)
|
|
(736
|
)
|
||||
Proceeds from Sales of Short-term Investments
|
485
|
|
|
—
|
|
|
20
|
|
|
505
|
|
||||
Proceeds from Property Dispositions
|
—
|
|
|
319
|
|
|
—
|
|
|
319
|
|
||||
Other Investing Activities
|
(4
|
)
|
|
638
|
|
|
(661
|
)
|
|
(27
|
)
|
||||
Net Cash Used in Investing Activities
|
(253
|
)
|
|
(623
|
)
|
|
(808
|
)
|
|
(1,684
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Financing Activities
|
|
|
|
|
|
|
|
||||||||
Long-term Debt Issued
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
||||
Long-term Debt Repaid
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Dividends Paid
|
(751
|
)
|
|
(1,000
|
)
|
|
1,000
|
|
|
(751
|
)
|
||||
Shares Repurchased
|
(4,671
|
)
|
|
—
|
|
|
—
|
|
|
(4,671
|
)
|
||||
Other Financing Activities
|
(65
|
)
|
|
(6
|
)
|
|
12
|
|
|
(59
|
)
|
||||
Net Cash (Used in) Provided by Financing Activities
|
(2,487
|
)
|
|
(1,025
|
)
|
|
1,012
|
|
|
(2,500
|
)
|
||||
Net Decrease in Cash and Cash Equivalents
|
442
|
|
|
9
|
|
|
6
|
|
|
457
|
|
||||
Cash and Cash Equivalents at Beginning of Period
|
274
|
|
|
121
|
|
|
6
|
|
|
401
|
|
||||
Cash and Cash Equivalents at End of Period
|
$
|
716
|
|
|
$
|
130
|
|
|
$
|
12
|
|
|
$
|
858
|
|
Fiscal Year Ended December 2017
|
CSX Corporation
|
|
CSX Transportation
|
|
Eliminations and Other
|
|
CSX
Consolidated |
||||||||
Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
1,719
|
|
|
$
|
2,112
|
|
|
$
|
(359
|
)
|
|
$
|
3,472
|
|
|
|
|
|
|
|
|
|
||||||||
Investing Activities
|
|
|
|
|
|
|
|
||||||||
Property Additions
|
—
|
|
|
(1,848
|
)
|
|
(192
|
)
|
|
(2,040
|
)
|
||||
Purchases of Short-term Investments
|
(774
|
)
|
|
—
|
|
|
(8
|
)
|
|
(782
|
)
|
||||
Proceeds from Sales of Short-term Investments
|
1,190
|
|
|
—
|
|
|
3
|
|
|
1,193
|
|
||||
Proceeds from Property Dispositions
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
||||
Other Investing Activities
|
(2
|
)
|
|
94
|
|
|
(55
|
)
|
|
37
|
|
||||
Net Cash Provided by (Used in) Investing Activities
|
414
|
|
|
(1,657
|
)
|
|
(252
|
)
|
|
(1,495
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Financing Activities
|
|
|
|
|
|
|
|
||||||||
Long-term Debt Issued
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
||||
Long-term Debt Repaid
|
(313
|
)
|
|
(20
|
)
|
|
—
|
|
|
(333
|
)
|
||||
Dividends Paid
|
(708
|
)
|
|
(600
|
)
|
|
600
|
|
|
(708
|
)
|
||||
Shares Repurchased
|
(1,970
|
)
|
|
—
|
|
|
—
|
|
|
(1,970
|
)
|
||||
Other Financing Activities
|
(23
|
)
|
|
5
|
|
|
—
|
|
|
(18
|
)
|
||||
Net Cash (Used in) Provided by Financing Activities
|
(2,164
|
)
|
|
(615
|
)
|
|
600
|
|
|
(2,179
|
)
|
||||
Net (Decrease) Increase in
Cash and Cash Equivalents
|
(31
|
)
|
|
(160
|
)
|
|
(11
|
)
|
|
(202
|
)
|
||||
Cash and Cash Equivalents at Beginning of Period
|
305
|
|
|
281
|
|
|
17
|
|
|
603
|
|
||||
Cash and Cash Equivalents at End of Period
|
$
|
274
|
|
|
$
|
121
|
|
|
$
|
6
|
|
|
$
|
401
|
|
See Index to Consolidated Financial Statements on page
|
44.
|
Exhibit designation
|
Nature of exhibit
|
Previously filed
as exhibit to
|
2.1
|
September 2, 2004,
Exhibit 2.1, Form 8-K
|
|
3.1
|
October 9, 2015,
Exhibit 3.1, Form 8-K
|
|
3.2
|
|
July 11, 2017,
Exhibit 3.1, Form 8-K
|
Instruments Defining the Rights of Security Holders, Including Debentures:
|
||
4.1(a)(P)
|
Indenture, dated August 1, 1990, between the Registrant and The Chase Manhattan Bank, as Trustee
|
September 7, 1990,
Form SE
|
4.1(b)(P)
|
First Supplemental Indenture, dated as of June 15, 1991, between the Registrant and The Chase Manhattan Bank, as Trustee
|
May 28, 1992,
Exhibit 4(c), Form SE
|
4.1(c)
|
June 5, 1997,
Exhibit 4.3, Form S-4
(Registration No. 333-28523)
|
|
4.1(d)
|
May 12, 1998,
Exhibit 4.2, Form 8-K
|
|
4.1(e)
|
November 7, 2001,
Exhibit 4.1, Form 10-Q
|
|
4.1(f)
|
October 27, 2003,
Exhibit 4.1, Form 8-K
|
|
4.1(g)
|
November 3, 2004,
Exhibit 4.1, Form 10-Q
|
|
4.1(h)
|
April 26, 2007,
Exhibit 4.4, Form 8-K
|
|
4.1(i)
|
April 19, 2010,
Exhibit 4.1, Form 10-Q
|
|
4.2
|
July 19, 2018
Form 8-K
|
|
Material Contracts:
|
||
10.1**
|
February 22, 2008,
Exhibit 10.2, Form 10-K
|
|
10.2**
|
February 22, 2008,
Exhibit 10.3, Form 10-K
|
|
10.3**
|
March 4, 1994,
Exhibit 10.4, Form 10-K
|
|
10.4**
|
March 4, 1994,
Exhibit 10.5, Form 10-K
|
Exhibit designation
|
Nature of exhibit
|
Previously filed
as exhibit to
|
10.17
|
September 2, 2004,
Exhibit 10.2, Form 8-K
|
|
10.18**
|
May 7, 2010,
Exhibit 10.1, Form 8-K
|
|
10.19**
|
February 16, 2016,
Exhibit 10.5, Form 8-K
|
|
10.20**
|
October 12, 2016,
Exhibit 10.1, Form 10-Q
|
|
10.21**
|
February 27, 2017
Exhibit 10.1, Form 8-K
|
|
10.22**
|
February 27, 2017
Exhibit 10.4, Form 8-K
|
|
10.23**
|
January 12, 2018
Exhibit 10.1, Form 8-K
|
|
10.24**
|
February 7, 2018
Exhibit 10.41, Form 10-K
|
|
10.25**
|
February 7, 2018
Exhibit 10.42, Form 10-K
|
|
10.26**
|
February 7, 2018
Exhibit 10.43, Form 10-K
|
|
10.27**
|
February 12, 2018
Exhibit 10.1, Form 8-K
|
|
10.28**
|
February 12, 2019
Exhibit 10.1, Form 8-K
|
|
10.29**
|
February 12, 2019
Exhibit 10.2, Form 8-K
|
|
10.30
|
April 3, 2019
Exhibit 10.1, Form 8-K
|
|
10.31**
|
May 8, 2019
Exhibit 10.1, Form 8-K
|
|
10.32**
|
June 4, 2019
Exhibit 10.1, Form 8-K/A
|
|
10.33**
|
October 8, 2019
Exhibit 10.1, Form 8-K
|
|
Officer certifications:
|
||
31*
|
|
|
32*
|
|
|
Interactive data files:
|
Exhibit designation
|
Nature of exhibit
|
Previously filed
as exhibit to
|
101*
|
The following financial information from CSX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020, formatted in XBRL includes: (i) Consolidated Income Statements for the fiscal periods ended December 31, 2019, December 31, 2018, and December 31, 2017, (ii) Consolidated Comprehensive Income Statements for the fiscal periods ended December 31, 2019, December 31, 2018, and December 31, 2017, (iii) Consolidated Balance Sheets at December 31, 2019 and December 31, 2018, (iv) Consolidated Cash Flow Statements for the fiscal periods ended December 31, 2019, December 31, 2018 and December 31, 2017, (v) Consolidated Statements of Changes in Shareholders' Equity for the fiscal periods ended December 31, 2019, December 31, 2018 and December 31, 2017, and (vi) the Notes to Consolidated Financial Statements.
|
|
Other exhibits:
|
||
21*
|
|
|
23*
|
|
|
24*
|
|
|
|
|
|
|
* Filed herewith
|
|
|
** Management Contract or Compensatory Plan or Arrangement
|
|
|
(P) This Exhibit has been paper filed and is not subject to Item 601 of Reg S-K for hyperlinks.
|
|
|
Note: Items not filed herewith have been submitted in previous SEC filings.
|
Signature
|
|
Title
|
|
|
|
/s/ JAMES M. FOOTE
|
|
President, Chief Executive Officer and Director
|
James M. Foote
|
|
(Principal Executive Officer)
|
|
|
|
/s/ KEVIN S. BOONE
|
|
Executive Vice President and Chief Financial
|
Kevin S. Boone
|
|
Officer (Principal Financial Officer)
|
|
|
|
/s/ ANGELA C. WILLIAMS
|
|
Vice President and Chief Accounting Officer
|
Angela C. Williams
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ NATHAN D. GOLDMAN
|
|
Executive Vice President and Chief Legal Officer, Corporate Secretary
|
Nathan D. Goldman
|
|
*Attorney-in-Fact
|
|
|
|
Signature
|
|
Title
|
|
|
|
*
|
|
Chairman of the Board and Director
|
John J. Zillmer
|
|
|
|
|
|
*
|
|
Director
|
Donna M. Alvarado
|
|
|
|
|
|
*
|
|
Director
|
Pamela L. Carter
|
|
|
|
|
|
*
|
|
Director
|
Steven T. Halverson
|
|
|
|
|
|
*
|
|
Director
|
Paul C. Hilal
|
|
|
|
|
|
*
|
|
Director
|
John D. McPherson
|
|
|
|
|
|
*
|
|
Director
|
David M. Moffett
|
|
|
|
|
|
*
|
|
Director
|
Linda H. Riefler
|
|
|
|
|
|
*
|
|
Director
|
Suzanne M. Vautrinot
|
|
|
|
|
|
*
|
|
Director
|
J. Steven Whisler
|
|
|
|
|
|
|
•
|
Registration Statement (Form S-8 No. 333-231259) pertaining to the CSX 2019 Stock and Incentive Award Plan,
|
|
•
|
Registration Statement (Form S-8 No. 333-226248) pertaining to the CSX Corporation 2018 Employee Stock Purchase Plan,
|
|
•
|
Registration Statement (Form S-8 No. 333-201172) pertaining to the CSX Directors’ Deferred Compensation Plan,
|
|
•
|
Registration Statement (Form S-8 No. 333-201167) pertaining to the CSX Executives’ Deferred Compensation Plan,
|
|
•
|
Registration Statement (Form S-8 No. 333-193785) pertaining to the Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies,
|
|
•
|
Registration Statement (Form S-8 No. 333-166769) pertaining to the 2010 CSX Stock and Incentive Award Plan,
|
|
•
|
Registration Statement (Form S-8 No. 333-160652) pertaining to the CSX Corporation Capital Builder Plan,
|
|
•
|
Registration Statement (Form S-8 No. 333-110589) pertaining to the 2002 Deferred Compensation Plan of CSX Corporation and Affiliated Companies, and
|
|
•
|
Registration Statement (Form S-3ASR No. 333-209541) of CSX Corporation, CSX Capital Trust I and CSX Transportation, Inc.
|
|
|
|
/s/ DONNA M. ALVARADO
|
|
/s/ DAVID M. MOFFETT
|
Donna M. Alvarado
|
|
David M. Moffett
|
February 12, 2020
|
|
February 12, 2020
|
|
|
|
/s/ PAMELA L. CARTER
|
|
/s/ LINDA H. RIEFLER
|
Pamela L. Carter
|
|
Linda H. Riefler
|
February 10, 2020
|
|
February 12, 2020
|
|
|
|
/s/ STEVEN T. HALVERSON
|
|
/s/ SUZANNE M. VAUTRINOT
|
Steven T. Halverson
|
|
Suzanne M. Vautrinot
|
February 12, 2020
|
|
February 12, 2020
|
|
|
|
/s/ PAUL C. HILAL
|
|
/s/ J. STEVEN WHISLER
|
Paul C. Hilal
|
|
J. Steven Whisler
|
February 12, 2020
|
|
February 12, 2020
|
|
|
|
/s/ JOHN D. MCPHERSON
|
|
/s/ JOHN J. ZILLMER
|
John D. McPherson
|
|
John J. Zillmer
|
February 12, 2020
|
|
February 12, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of CSX Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Annual Report on Form 10-K of CSX Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|