CSX 10-K Annual Report Dec. 31, 2020

CSX CORP

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TABLE OF CONTENTS

Part I Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Note 1. Nature Of Operations and Significant Accounting Policies Note 1. Nature Of Operations and Significant Accounting Policies, Continued Note 1. Nature Of Operations and Significant Accounting Policies,Note 2. Earnings Per Share Note 2. Earnings Per Share, Continued Note 2. Earnings Per Share,Note 3. Shareholders Equity Note 4. Stock Plans and Share-based Compensation Note 4. Stock Plans and Share-based Compensation, Continued Note 4. Stock Plans and Share-based Compensation,Note 5. Casualty, Environmental and Other Reserves Note 5. Casualty, Environmental and Other Reserves, Continued Note 5. Casualty, Environmental and Other Reserves,Note 6. Properties Note 6. Properties, Continued Note 6. Properties,Note 7. Leases Note 7. Leases, Continued Note 7. Leases,Note 8. Commitments and Contingencies Note 8. Commitments and Contingencies, Continued Note 8. Commitments and Contingencies,Note 9. Employee Benefit Plans Note 9. Employee Benefit Plans, Continued Note 10. Debt and Credit Agreements Note 10. Debt and Credit Agreements, Continued Note 10. Debt and Credit Agreements,Note 11. Revenues Note 11. Revenues, Continued Note 11. Revenues,Note 12. Income Taxes Note 12. Income Taxes, Continued Note 12. Income Taxes,Note 13. Fair Value Measurements Note 13. Fair Value Measurements, Continued Note 13. Fair Value Measurements,Note 14. Other Income - Net Note 15. Investment in Affiliates and Related-party Transactions Note 15. Investment in Affiliates and Related-party Transactions, Continued Note 15. Investment in Affiliates and Related-party Transactions,Note 16. Other Comprehensive Income / (loss)Note 16. Other Comprehensive Income / (loss), Continued Note 16. Other Comprehensive Income / (loss),Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers Of The Registrant and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules

Exhibits

3.1 Amended and Restated Articles of Incorporation ofCSX Corporation, effective as of December 16, 2014 February 11, 2015,Exhibit 3.1, Form 10-K 3.2 Amended and Restated Bylaws of CSX Corporation, effective as of October7, 2020 October 13, 2020Exhibit 3.1, Form 8-K 4.1(f) Fifth Supplemental Indenture, dated as of October 27, 2003 between the Registrant and The Chase Manhattan Bank, as Trustee October 27, 2003,Exhibit 4.1, Form 8-K 4.1(g) Sixth Supplemental Indenture, dated as of September 23, 2004 between the Registrant and JP Morgan Chase Bank, formerly The ChaseManhattan Bank, as Trustee November3, 2004,Exhibit 4.1, Form 10-Q 4.1(h) Seventh Supplemental Indenture, dated as of April 25, 2007, between the Registrant and The Bank of New York (as successor to JP Morgan Chase Bank), as Trustee April 26, 2007,Exhibit 4.4, Form 8-K 4.1(i) Eighth Supplemental Indenture, dated as of March 24, 2010, between the Registrant and The Bank of New York Mellon(as successor to JP Morgan Chase Bank), as Trustee April 19, 2010,Exhibit 4.1, Form 10-Q 4.1(j) Ninth Supplemental Indenture, dated as of February 12, 2019, between CSX and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee (b) February 12, 2019,Exhibit 4.1.10, Form S-3ASR 4.1(k) Tenth Supplemental Indenture, dated as of December 10, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee December 10, 2020Exhibit 4.3, Form 8-K 4.2 Description of Common Stock July 19, 2018Form 8-K 10.1** CSX Directors Pre-2005 Deferred Compensation Plan (as amended through January 8, 2008) February 22, 2008,Exhibit10.2, Form10-K 10.2** CSX Directors Deferred Compensation Plan effective January 1, 2005 February 22, 2008,Exhibit10.3, Form10-K 10.3** CSX Directors' Charitable Gift Plan, as amended March 4, 1994,Exhibit 10.4, Form 10-K 10.11 Amendment No. 4, dated and effective as of June1, 1999, and executed in April 2004, to the Transaction Agreement, dated as of June10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC August6, 2004,Exhibit99.1, Form8-K 10.18** CSX Stock and Incentive Award Plan May 7, 2010,Exhibit 10.1, Form 8-K 10.19** CSX Executives' Deferred Compensation Plan (as amended and restated effective January 1, 2021) December 21, 2020,Exhibit99.1, FormS-8 10.20** Employment Agreement, effective as of March 29, 2017, between CSX Corporation and Mark K. Wallace February 7, 2018Exhibit 10.41, Form 10-K 10.21** Employment Agreement, effective as of December 22, 2017, between CSX Corporation and James M. Foote February 7, 2018Exhibit 10.42, Form 10-K 10.22** Form of Change of Control Agreement, effective February 7, 2018 February 7, 2018Exhibit 10.43, Form 10-K 10.23** CSX 2018-2020 Long-Term Incentive Plan February 12, 2018Exhibit 10.1, Form 8-K 10.24** CSX 2019-2021 Long-Term Incentive Plan February 12, 2019Exhibit 10.1, Form 8-K 10.25 $1,200,000,000 Five-Year Revolving Credit Agreement, dated as of March 29, 2019, among CSX Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent April 3, 2019Exhibit 10.1, Form 8-K 10.26** CSX 2019 Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrants Definitive Proxy Statement on Schedule 14A filed March 22, 2019) May 8, 2019Exhibit 10.1, Form 8-K 10.27** Form of 2020-2022 LTIP Performance Unit Award Agreement February 21, 2020Exhibit 10.1, Form 8-K 10.28** Form of 2020 Stock Option Agreement February 21, 2020Exhibit 10.2, Form 8-K 10.29** Amendment to Form of Change of Control Agreement May 8, 2020Exhibit 10.1, Form 8-K 31* Rule 13a-14(a) Certifications 32* Section 1350 Certifications 21* Subsidiaries of the Registrant 22.1* List of Subsidiary Issuers and Guarantors 23* Consent of Independent Registered Public Accounting Firm 24* Powers of Attorney

Customer name	Ticker
American Electric Power Company, Inc.	AEP
Arch Resources, Inc.	ARCH
Archer-Daniels-Midland Company	ADM
AutoNation, Inc.	AN
Cabot Corporation	CBT
Carlisle Companies Incorporated	CSL
Caterpillar Inc.	CAT
CHS Inc.	CHSCP
The Clorox Company	CLX
Conagra Brands, Inc.	CAG
Dean Foods Company	DFODQ
Eastman Chemical Company	EMN
Ecolab Inc.	ECL
Exxon Mobil Corporation	XOM
Flowers Foods, Inc.	FLO
FMC Corporation	FMC
Ford Motor Company	F
General Mills, Inc.	GIS
General Motors Company	GM
Genuine Parts Company	GPC
The Kraft Heinz Company	KHC
Harley-Davidson, Inc.	HOG
The Hershey Company	HSY
Hormel Foods Corporation	HRL
Hub Group, Inc.	HUBG
Kellogg Company	K
McCormick & Company, Incorporated	MKC
NACCO Industries, Inc.	NC
Navistar International Corporation	NAV
NIKE, Inc.	NKE
Occidental Petroleum Corporation	OXY
Oshkosh Corporation	OSK
PACCAR Inc	PCAR
Avient Corporation	AVNT
PPG Industries, Inc.	PPG
The Procter & Gamble Company	PG
RPM International Inc.	RPM
Seaboard Corporation	SEB
The Toro Company	TTC
W. R. Grace & Co.	GRA

Supplier name	Ticker
General Mills, Inc.	GIS
Caterpillar Inc.	CAT
General Electric Company	GE
Honda Motor Co., Ltd.	HMC
Cummins Inc.	CMI
Dover Corporation	DOV
ArcelorMittal	MT
Martin Marietta Materials, Inc.	MLM

CSX 10-K Fiscal year ended Dec. 31, 2020

Exhibits