THIRD QUARTER 2022 HIGHLIGHTS



•Revenue increased $603 million, or 18% year over year.
•Expenses increased $460 million, or 25% year over year.
•Operating income of $1.6 billion increased $143 million, or 10%, year over
year.
•Operating ratio of 59.5% increased 310 basis points versus prior year.
•Earnings per diluted share of $0.52 increased $0.09, or 21% year over year.

                                                        Third Quarters                                                  Nine Months
                                                                                                                               Fav/
                                      2022       2021        Fav/ (Unfav)        % Change             2022       2021         (Unfav)        % Change
Volume (in thousands)                1,587      1,563                       24      2%               4,679         4,683               (4)      -%

(in millions)
Revenue                            $ 3,895    $ 3,292    $                 603      18             $   11,123 $    9,095 $           2,028      22
Expense                              2,316      1,856                    (460)     (25)                 6,559      4,867           (1,692)     (35)
Operating Income                   $ 1,579    $ 1,436    $                 143      10%            $    4,564 $    4,228 $             336 8%

Operating Ratio                       59.5  %    56.4  %                 (310)  bps                   59.0  %    53.5  %             (550)  bps

Earnings Per Diluted Share         $  0.52    $  0.43    $                0.09      21%            $  1.46    $  1.26    $            0.20      16%



Appointment of New Chief Executive Officer
On September 15, 2022, CSX announced that, as part of a planned succession
process, its Board of Directors appointed Joseph R. Hinrichs as the Company's
new President and Chief Executive Officer, and as a member of the Board of
Directors, effective September 26, 2022.

Acquisition of Pan Am Systems, Inc.
On June 1, 2022, CSX acquired Pan Am for a purchase price of $601 million funded
through a combination of common stock valued at $422 million and cash totaling
$179 million. Accordingly, the consolidated third quarter and nine months 2022
results include the results of Pan Am's operations after the acquisition date.
For further details, refer to Note 11, Business Combinations.

                           CSX Q3 2022 Form 10-Q p.31

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CSX CORPORATION

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


                                 OF OPERATIONS

Volume and Revenue (Unaudited)


                                                      Volume (Thousands of 

units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)


                                                                                          Third Quarters
                                                      Volume                                                  Revenue                                            Revenue Per Unit
                                    2022              2021             % Change             2022              2021             % Change             2022              2021             % Change
Chemicals                              162             166                   (2) %       $    678          $   624                    9  %       $  4,185          $ 3,759                   11  %
Agricultural and Food Products         120             109                   10               428              343                   25             3,567            3,147                   13
Minerals                                91              90                    1               180              162                   11             1,978            1,800                   10
Automotive                              85              75                   13               274              209                   31             3,224            2,787                   16
Forest Products                         75              75                    -               264              231                   14             3,520            3,080                   14
Metals and Equipment                    67              70                   (4)              211              206                    2             3,149            2,943                    7
Fertilizers                             48              54                  (11)              108              106                    2             2,250            1,963                   15
Total Merchandise                      648             639                    1             2,143            1,881                   14             3,307            2,944                   12
Intermodal                             762             744                    2               604              509                   19               793              684                   16
Coal                                   177             180                   (2)              624              460                   36             3,525            2,556                   38
Trucking                                 -               -                    -               251              200                26                    -                -                    -
Other                                    -               -                    -               273              242                   13                 -                -                    -
Total                                1,587           1,563                    2  %       $  3,895          $ 3,292                   18  %       $  2,454          $ 2,106                   17  %

                                                                                           Nine Months
                                                      Volume                                                  Revenue                                            Revenue Per Unit
                                    2022              2021             % Change             2022              2021             % Change             2022              2021             % Change
Chemicals                              488             496                   (2) %       $  1,962          $ 1,810                    8  %       $  4,020          $ 3,649                   10  %
Agricultural and Food Products         358             342                    5             1,227            1,062                   16             3,427            3,105                   10
Minerals                               253             244                    4               494              439                   13             1,953            1,799                    9
Automotive                             248             239                    4               769              661                   16             3,101            2,766                   12
Forest Products                        219             223                   (2)              743              684                    9             3,393            3,067                   11
Metals and Equipment                   202             209                   (3)              624              596                    5             3,089            2,852                    8
Fertilizers                            158             173                   (9)              346              350                   (1)            2,190            2,023                    8
Total Merchandise                    1,926           1,926                    -             6,165            5,602                   10             3,201            2,909                   10
Intermodal                           2,243           2,222                    1             1,733            1,488                   16               773              670                   15
Coal                                   510             535                   (5)            1,808            1,267                   43             3,545            2,368                   50
Trucking (a)                             -               -                    -               740              200                NM                    -                -                    -
Other                                    -               -                    -               677              538                   26                 -                -                    -
Total                                4,679           4,683                    -  %       $ 11,123          $ 9,095                   22  %       $  2,377          $ 1,942                   22  %


NM - not meaningful

(a) Effective third quarter 2021, trucking revenue is comprised of revenue from
the operations of Quality Carriers, which was acquired by CSX effective July 1,
2021.
                           CSX Q3 2022 Form 10-Q p.32

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CSX CORPORATION

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


                                 OF OPERATIONS
Third Quarter 2022

Revenue

Total revenue increased 18% in third quarter 2022 when compared to third quarter
2021 due to higher fuel recovery, pricing gains that include the benefit of
higher export coal benchmark rates, increases in trucking revenue, volume growth
and increases in other revenue.

Merchandise Volume
Chemicals - Decreased due to lower shipments of waste and other energy-related
commodities, including crude oil.

Agricultural and Food Products - Increased as a result of higher shipments of grain, ethanol, sweeteners and vegetable oils.

Minerals - Increased due to higher shipments of aggregates driven by construction demand.

Automotive - Increased due to higher North American vehicle production as semiconductor availability has improved.

Forest Products - Higher shipments of paper products and lumber were offset by lower shipments of pulpboard.

Metals and Equipment - Decreased primarily due to lower steel shipments, partially offset by higher scrap shipments.

Fertilizers - Decreased due to declines in short-haul and long-haul phosphate shipments.



Intermodal Volume
Increased international shipments were partially offset by lower domestic
shipments due to continued supply-side constraints and a more typical seasonal
slowdown than prior year.

Coal Volume
Export coal increased due to higher shipments of metallurgical coal. Domestic
coal decreased due to lower shipments of utility coal including the impacts of
limited coal availability during mine disruptions.

Trucking Revenue
Trucking revenue increased $51 million versus prior year primarily due to price
gains and higher fuel surcharge.

Other Revenue Other revenue was $31 million higher than prior year driven by increases in revenue for intermodal storage and equipment usage.


                           CSX Q3 2022 Form 10-Q p.33

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CSX CORPORATION

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


                                 OF OPERATIONS

Expenses

Expenses of $2.3 billion increased $460 million, or 25%, in third quarter 2022 when compared to third quarter 2021.



Labor and Fringe expense increased $128 million due to the following:
•The impacts of tentative agreements reached with labor unions in September 2022
as well as inflation totaled $97 million. Of the total, $42 million relates to
labor and benefits in prior periods.
•Other costs increased $31 million, including the impacts of Pan Am's
operations, higher volume and other non-significant items.

Purchased Services and Other expense increased $87 million due to the following:
•Operating support costs were $57 million higher primarily as a result of
inflation, a larger active locomotive fleet, increased intermodal terminal costs
and higher volume.
•Other costs increased $30 million due to several items including higher legal
costs associated with regulatory activity, the inclusion of Pan Am's operations
and increased trucking-related expenses, partially offset by acquisition-related
costs in the prior year.

Fuel expense increased $191 million primarily resulting from a 71% increase in locomotive fuel prices.

Depreciation and Amortization expense increased $11 million primarily due to a larger asset base.

Equipment and Other Rents expense was $10 million higher primarily due to increased car hire costs driven by higher days per load across all markets.

Gains on Property Dispositions decreased to $27 million from $60 million in the prior year.

Interest Expense Interest expense increased $16 million primarily due to higher average debt balances.

Other Income - Net Other income - net increased $17 million primarily due to higher interest income.



Income Tax Expense
Income tax expense increased $1 million as higher earnings before income taxes
were mostly offset by $37 million in tax benefits primarily due to a favorable
state legislative change.

                           CSX Q3 2022 Form 10-Q p.34

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CSX CORPORATION

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


                                 OF OPERATIONS

Nine Months Results of Operations

Revenue increased $2.0 billion primarily due to higher fuel recovery, pricing gains across all markets, the inclusion of Quality Carriers' results and increases in other revenue driven by intermodal storage and equipment usage.

Total expense increased $1.7 billion primarily driven by higher fuel prices, the inclusion of costs related to Quality Carriers' operations, lower gains on property dispositions and higher operating support costs including inflation.

Interest expense increased $1 million primarily as a result of higher average debt balances partially offset by lower average interest rates.

Other income - net increased $29 million primarily due to higher interest income and an increase in net pension benefit credits.



Income tax expense increased $63 million primarily due to higher earnings before
income taxes, partially offset by favorable impacts of state legislative changes
in the current year.

                           CSX Q3 2022 Form 10-Q p.35

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CSX CORPORATION

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


                                 OF OPERATIONS

Non-GAAP Measures - Unaudited



  CSX reports its financial results in accordance with accounting principles
generally accepted in the United States of America (U.S. GAAP). CSX also uses
certain non-GAAP measures that fall within the meaning of Securities and
Exchange Commission Regulation G and Regulation S-K Item 10(e), which may
provide users of the financial information with additional meaningful comparison
to prior reported results.  Non-GAAP measures do not have standardized
definitions and are not defined by U.S. GAAP. Therefore, CSX's non-GAAP measures
are unlikely to be comparable to similar measures presented by other companies.
The presentation of these non-GAAP measures should not be considered in
isolation from, as a substitute for, or as superior to the financial information
presented in accordance with GAAP. Reconciliations of non-GAAP measures to
corresponding GAAP measures are below.

Free Cash Flow


  Management believes that free cash flow is supplemental information useful to
investors as it is important in evaluating the Company's financial performance.
More specifically, free cash flow measures cash generated by the business after
reinvestment. This measure represents cash available for both equity and bond
investors to be used for dividends, share repurchases or principal reduction on
outstanding debt. Free cash flow is calculated by using net cash from operations
and adjusting for property additions and proceeds and advances from property
dispositions. Free cash flow should be considered in addition to, rather than a
substitute for, cash provided by operating activities. The decrease in free cash
flow before dividends from the prior year of $27 million is due to a decrease in
proceeds from property dispositions and higher property additions, partially
offset by an increase in cash from operating activities.

The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow, before dividends (non-GAAP measure).


                                                                Nine Months
         (Dollars in millions)                                2022      2021
         Net cash provided by operating activities          $ 4,255   $ 3,819
         Property Additions                                  (1,437)  

(1,220)


         Proceeds and Advances from Property Dispositions        51       297
         Other Investing Activities (a)                           n/a       -
         Free Cash Flow (before payment of dividends)       $ 2,869   $ 2,896


(a) Effective first quarter 2022, the results of other investing activities are
no longer included in free cash flow. Prior year has not been restated as the
change is immaterial.


Operating Statistics (Estimated)



The Company is committed to continuous improvement in safety and service
performance through training, innovation and investment. Training and safety
programs are designed to prevent incidents that can adversely impact employees,
customers and communities. Technological innovations that can detect and avoid
many types of human factor incidents are designed to serve as an additional
layer of protection for the Company's employees. Continued capital investment in
the Company's assets, including track, bridges, signals, equipment and detection
technology also supports safety performance.

In third quarter 2022, velocity decreased by 11% and dwell increased by 12% versus prior year. Carload trip plan performance decreased by 16% while intermodal trip plan performance improved by 2%. The Company continues to prioritize hiring and training, while remaining focused on executing the operating plan to deliver safe, reliable and efficient service to customers.


                           CSX Q3 2022 Form 10-Q p.36

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CSX CORPORATION

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


                                 OF OPERATIONS
The FRA train accident rate improved 21% year over year. The personal injury
frequency index increased 9% versus the prior year. Safety remains a top
priority at CSX, and the Company is committed to reducing risk and enhancing the
overall safety of its employees, customers and communities in which the Company
operates.

                                                           Third Quarters                                                          Nine Months
                                                                                Improvement/                                                         Improvement/
                                          2022               2021             (Deterioration)                   2022              2021             (Deterioration)
Operations Performance
Train Velocity (Miles per hour)
(a)                                            15.8              17.7                        (11) %                 15.7              18.1                        (13) %
Dwell (Hours) (a)                              11.8              10.5                        (12) %                 11.6              10.6                         (9) %
Cars Online (a)                             141,911           130,841                         (8) %              140,461           130,273                         (8) %
On-Time Originations (a)                         58  %             71  %                     (18) %                   62  %             76  %                     (18) %
On-Time Arrivals (a)                             46  %             62  %                     (26) %                   51  %             66  %                     (23) %
Carload Trip Plan Performance (a)                57  %             68  %                     (16) %                   60  %             68  %                     (12) %
Intermodal Trip Plan Performance
(a)                                              90  %             88  %                       2  %                   89  %             87  %                       2  %
Fuel Efficiency                                0.99              0.92                         (8) %                 0.99              0.96                         (3) %

Revenue Ton-Miles (Billions)
Merchandise                                    31.7              30.8                          3  %                 95.0              94.2                          1  %
Coal                                            8.6               8.9                         (3) %                 24.6              26.9                         (9) %
Intermodal                                      7.6               7.8                         (3) %                 22.9              23.6                         (3) %
Total Revenue Ton-Miles                        47.9              47.5                          1  %                142.5             144.7                         (2) %

Total Gross Ton-Miles (Billions)               95.3              92.9                          3  %                281.7             282.3                          -  %

Safety
FRA Personal Injury Frequency
Index (a)                                      0.99              0.91                         (9) %                 0.95              0.97                          2  %
FRA Train Accident Rate (a)                    2.76              3.49                         21  %                 2.99              3.05                          2  %

(a) These metrics do not include results from the network acquired from Pan Am. These metrics will be updated to include the Pan Am network results as data becomes available.



Certain operating statistics are estimated and can continue to be updated as
actuals settle. The methodology for calculating train velocity, dwell, cars
online and trip plan performance differs from that used by the Surface
Transportation Board. The Company will continue to report these metrics to the
Surface Transportation Board using the prescribed methodology.

Key Performance Measures Definitions
Train Velocity - Average train speed between origin and destination in miles per
hour (does not include locals, yard jobs, work trains or passenger trains).
Train velocity measures the profiled schedule of trains (from departure to
arrival and all interim time), and train profiles are periodically updated to
align with a changing operation.
Dwell - Average amount of time in hours between car arrival to and departure
from the yard.
Cars Online - Average number of active freight rail cars on lines operated by
CSX, excluding rail cars that are being repaired, in storage, those that have
been sold, or private cars dwelling at a customer location more than one day.
On-Time Originations - Percent of scheduled road trains that depart the origin
yard on-time or ahead of schedule.
On-Time Arrivals - Percent of scheduled road trains that arrive at the
destination yard on-time to within two hours of scheduled arrival. Carload Trip
Plan Performance - Percent of measured cars destined for a customer that arrive
at or ahead of the original estimated time of arrival, notification or
interchange (as applicable).
Intermodal Trip Plan Performance - Percent of measured containers destined for a
customer that arrive at or ahead of the original estimated time of arrival,
notification or interchange (as applicable).
Fuel Efficiency - Gallons of locomotive fuel per 1,000 gross ton-miles.
Revenue Ton-Miles (RTM's) - The movement of one revenue-producing ton of freight
over a distance of one mile.
Gross Ton-Miles (GTM's) - The movement of one ton of train weight over one mile.
GTM's are calculated by multiplying total train weight by distance the train
moved. Total train weight is comprised of the weight of the freight cars and
their contents.
FRA Personal Injury Frequency Index - Number of FRA-reportable injuries per
200,000 man-hours.
FRA Train Accident Rate - Number of FRA-reportable train accidents per million
train-miles.
                           CSX Q3 2022 Form 10-Q p.37

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CSX CORPORATION

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


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

Material Changes in Significant Cash Flows

Significant Cash Flows

The following chart highlights the operating, investing and financing components of the net increase of $72 million and decrease of $950 million in cash and cash equivalents for nine months ended 2022 and 2021, respectively.

[[Image Removed: csx-20220930_g2.jpg]] [[Image Removed: csx-20220930_g3.jpg]] [[Image Removed: csx-20220930_g4.jpg]]



•Cash provided by operating activities increased $436 million primarily driven
by higher cash-generating income, partially offset by less favorable changes in
working capital.

•Cash used in investing activities increased $181 million primarily as a result of higher property additions and lower proceeds from property dispositions, partially offset by decreased business acquisition costs.

•Cash used in financing activities decreased $767 million driven by the issuance of long-term debt, partially offset by higher share repurchases.

Sources of Cash and Liquidity and Uses of Cash

As of the end of third quarter 2022, CSX had $2.4 billion of cash, cash equivalents and short-term investments. CSX uses current cash balances for general corporate purposes, which may include capital expenditures, working capital requirements, reduction or refinancing of outstanding indebtedness, redemptions and repurchases of CSX common stock, dividends to shareholders, acquisitions and other business opportunities, and contributions to the Company's qualified pension plan. See Note 7, Debt and Credit Agreements.



The Company has multiple sources of liquidity, including cash generated from
operations and financing sources. The Company filed a shelf registration
statement with the SEC on February 16, 2022, which may be used to issue debt or
equity securities at CSX's discretion, subject to market conditions and CSX
Board authorization. While CSX seeks to give itself flexibility with respect to
cash requirements, there can be no assurance that market conditions would permit
CSX to sell such securities on acceptable terms at any given time, or at all.
During the nine months ended 2022, CSX issued a total of $2.0 billion of
long-term debt.

                           CSX Q3 2022 Form 10-Q p.38

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CSX CORPORATION

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


                                 OF OPERATIONS
CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse
syndicate of banks that expires in March 2024. At September 30, 2022, the
Company had no outstanding balances under this facility. The Company also has a
commercial paper program, backed by the revolving credit facility, under which
the Company may issue unsecured commercial paper notes up to a maximum aggregate
principal amount of $1.0 billion outstanding at any one time. At September 30,
2022, the Company had no outstanding debt under the commercial paper program.

  Planned capital investments for 2022 are expected to be approximately $2
billion. Of the 2022 investment, over 80% is expected to be used to sustain the
core infrastructure and operating equipment. The remaining amounts will be used
to promote profitable growth, including projects supporting service enhancements
and productivity initiatives. CSX intends to fund capital investments primarily
through cash generated from operations.

Material Changes in the Consolidated Balance Sheets and Working Capital

Consolidated Balance Sheets


  Total assets increased $1.7 billion from year end primarily due to a $941
million increase in net properties, a $319 million increase in accounts
receivable, a $190 million increase in investments in affiliates and other
companies and an $86 million increase in goodwill and other intangible assets.
The increase in net property was primarily attributable to $581 million in fixed
assets acquired as part of the Pan Am transaction as well as capital
expenditures. Of the increase in accounts receivables, $124 million relates to
the sale of property rights to the Commonwealth of Virginia and the remainder
was commensurate with the increase in revenue. In addition, higher investments
in affiliates and other companies includes the impact of the acquired interest
in Pan Am Southern, LLC as well as increases in the values of several
affiliates. See Note 11, Business Combinations, and Note 12, Goodwill and Other
Intangibles, for more details.

Total liabilities increased $2.3 billion from year end primarily due to the
issuance of $2.0 billion in long-term debt, a $249 million increase in deferred
taxes due to accelerated tax depreciation and the impact of the Pan Am
acquisition, as well as an increase in accounts payable of $189 million. The
increase in accounts payable was driven by higher debt interest payable and
increased trade payables mostly due to the timing of payments. These increases
were partially offset by debt repayments of $178 million. Total shareholders'
equity decreased $617 million from year end primarily driven by share
repurchases of $3.7 billion and dividends paid of $645 million, partially offset
by net earnings of $3.1 billion and common stock issued to acquire Pan Am of
$422 million.

Working capital is considered a measure of a company's ability to meet its
short-term needs. CSX had a working capital surplus of $1.8 billion as of
September 30, 2022 and $1.6 billion as of December 31, 2021. This increase of
$162 million since year end was primarily due to the $319 million increase in
accounts receivable, partially offset by the $189 million increase in accounts
payable. The Company's working capital balance varies due to factors such as the
timing of scheduled debt payments and changes in cash and cash equivalent
balances as discussed above. The Company continues to maintain adequate
liquidity to satisfy current liabilities and maturing obligations when they come
due. CSX has sufficient financial capacity, including its revolving credit
facility, commercial paper program and shelf registration statement to manage
its day-to-day cash requirements and any anticipated obligations. The Company
from time to time accesses the credit markets for additional liquidity.

                           CSX Q3 2022 Form 10-Q p.39

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CSX CORPORATION

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


                                 OF OPERATIONS
CSX is committed to returning cash to shareholders and maintaining an
investment-grade credit profile. Capital structure, capital investments and cash
distributions, including dividends and share repurchases, are reviewed at least
annually by the Board of Directors. Management's assessment of market conditions
and other factors guides the timing and volume of repurchases. Future share
repurchases are expected to be funded by cash on hand, cash generated from
operations and debt issuances.

Completed and Pending Transactions



Acquisition of Pan Am Systems, Inc.
On June 1, 2022, CSX acquired Pan Am for a purchase price of $601 million funded
through a combination of common stock and cash, subject to certain customary
purchase price adjustments. For further details, refer to Note 11, Business
Combinations.

Sale of Property Rights to the Commonwealth of Virginia
On March 26, 2021, the Company entered into a comprehensive agreement to sell
certain property rights in three CSX-owned line segments to the Commonwealth of
Virginia ("Commonwealth") over three phases for a total of $525 million. The
timing and amount of gains recognized are based on the allocation of fair value
to each conveyance, the timing of future conveyances and collectability. In
April 2021, upon closing of the first phase of the agreement, the Company
collected $200 million in proceeds and recognized a $349 million gain. In fourth
quarter 2021, the Company collected additional proceeds of $200 million, a
portion of which was attributable to the first phase with the remainder
attributable to the second phase. The second phase closed in January 2022, which
resulted in a $20 million gain in first quarter 2022. During June 2022, the
final $125 million of proceeds was approved by the Commonwealth, which resulted
in a $122 million gain in second quarter 2022 related to property rights
previously conveyed. To date, total proceeds of $400 million have been collected
and total gains of $491 million have been recognized.

The remaining proceeds are expected to be collected during fourth quarter 2022
upon closing of the third phase and future gains are not expected to be
material. As of September 30, 2022, the carrying values of the remaining assets
subject to this transaction were not material. There were no proceeds or gains
related to this agreement during third quarter 2022 or 2021. Amounts related to
the nine months 2022 and 2021 are summarized in the following table.
                             Nine Months
(Dollars in millions)        2022    2021
Gains                      $  142   $ 349
Proceeds                          -     200


                           CSX Q3 2022 Form 10-Q p.40

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CSX CORPORATION

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


                                 OF OPERATIONS

Guaranteed Notes Issued By CSXT



In 2007, CSXT, a wholly-owned subsidiary of CSX Corporation, issued in a
registered public offering $381 million of secured equipment notes maturing in
2023. CSX Corporation has fully and unconditionally guaranteed the notes. At
CSXT's option, CSXT may redeem any or all of the notes, in whole or in part, at
any time, at the redemption price including premium. In the case of loss or
destruction of any item of equipment securing the notes, if CSXT does not
substitute another item of equipment for the item suffering such loss or
destruction, CSXT will be required to redeem the notes in part at par. The
guarantee of the notes will rank equally in right of payment with all existing
and future senior obligations of CSX Corporation and will be effectively
subordinated to all future secured indebtedness of CSX Corporation to the extent
of the assets securing such indebtedness. The guarantee is subject to release in
limited circumstances only upon the occurrence of certain customary conditions.
As of September 30, 2022, the principal balance of these secured equipment notes
was $139 million.

In accordance with SEC rules, including amendments adopted in 2020, CSX is not
required to present separate condensed consolidating financial information for
wholly-owned subsidiaries who issued or guaranteed notes. Additionally,
presentation of combined summary financial information regarding subsidiary
issuers and guarantors is not required because the assets, liabilities and
results of operations of the combined issuers and guarantors of the notes are
not materially different from the corresponding amounts presented in the
consolidated financial statements.

                                LABOR AGREEMENTS
  Approximately 16,700 of the Company's employees are members of a labor union.
The U.S. Class I railroads and rail labor unions were engaged in direct
negotiations from January 2020 through June 2022. In accordance with the Railway
Labor Act, a Presidential Emergency Board issued its report and recommendations
to settle the bargaining disputes on August 16, 2022. Tentative agreements based
on these recommendations were reached with all labor unions in September 2022.
As of the date of this filing, six unions representing approximately 17% of
unionized rail employees have ratified those agreements. On October 10, 2022,
one labor union voted against ratification of the tentative agreement.
Ratification results for the remaining unions are scheduled to be announced
through November 2022.
                           CSX Q3 2022 Form 10-Q p.41

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CSX CORPORATION

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


                                 OF OPERATIONS
                         CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires that management make estimates
in reporting the amounts of certain assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
certain revenues and expenses during the reporting period. Actual results may
differ from those estimates. These estimates and assumptions are discussed with
the Audit Committee of the Board of Directors on a regular basis. Consistent
with the prior year, significant estimates using management judgment are made
for the areas below. For further discussion of CSX's critical accounting
estimates, see the Company's most recent annual report on Form 10-K.

•personal injury and environmental reserves;

•pension and post-retirement medical plan accounting;

•depreciation policies for assets under the group-life method; and

•goodwill and other intangible assets.


                           FORWARD-LOOKING STATEMENTS
  Certain statements in this report and in other materials filed with the
Securities and Exchange Commission, as well as information included in oral
statements or other written statements made by the Company, are forward-looking
statements. The Company intends for all such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and the
provisions of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements within the
meaning of the Private Securities Litigation Reform Act may contain, among
others, statements regarding:

•projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items;

•expectations as to results of operations and operational initiatives;

•expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity;



•management's plans, strategies and objectives for future operations, capital
expenditures, workforce levels, dividends, share repurchases, safety and service
performance, proposed new services and other matters that are not historical
facts, and management's expectations as to future performance and operations and
the time by which objectives will be achieved; and

•future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity.



  Forward-looking statements are typically identified by words or phrases such
as "will," "should," "believe," "expect," "anticipate," "project," "estimate,"
"preliminary" and similar expressions. The Company cautions against placing
undue reliance on forward-looking statements, which reflect its good faith
beliefs with respect to future events and are based on information currently
available to it as of the date the forward-looking statement is made.
Forward-looking statements should not be read as a guarantee of future
performance or results and will not necessarily be accurate indications of the
timing when, or by which, such performance or results will be achieved.

                           CSX Q3 2022 Form 10-Q p.42

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


                                 OF OPERATIONS
  Forward-looking statements are subject to a number of risks and uncertainties
and actual performance or results could differ materially from those anticipated
by any forward-looking statements. The Company undertakes no obligation to
update or revise any forward-looking statement. If the Company does update any
forward-looking statement, no inference should be drawn that the Company will
make additional updates with respect to that statement or any other
forward-looking statements. The following important factors, in addition to
those discussed in Part I, Item 1A Risk Factors of CSX's most recent annual
report on Form 10-K and elsewhere in this report, may cause actual results to
differ materially from those contemplated by any forward-looking statements:

•legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry;



•the outcome of litigation, claims and other contingent liabilities, including,
but not limited to, those related to fuel surcharge, environmental matters,
taxes, shipper and rate claims subject to adjudication, personal injuries and
occupational illnesses;

•changes in domestic or international economic, political or business
conditions, including those affecting the transportation industry (such as the
impact of industry competition, conditions, performance and consolidation) and
the level of demand for products carried by CSXT;

•natural events such as severe weather conditions, including floods, fire,
hurricanes and earthquakes, a pandemic crisis, including the outbreak of
COVID-19, affecting the health of the Company's employees, its shippers or the
consumers of goods, or other unforeseen disruptions of the Company's operations,
systems, property, equipment or supply chain;

•competition from other modes of freight transportation, such as trucking and
competition and consolidation or financial distress within the transportation
industry generally;

•the cost of compliance with laws and regulations that differ from expectations
as well as costs, penalties and operational and liquidity impacts associated
with noncompliance with applicable laws or regulations;

•the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes;



•unanticipated conditions in the financial markets that may affect timely access
to capital markets and the cost of capital, as well as management's decisions
regarding share repurchases;

•changes in fuel prices, surcharges for fuel and the availability of fuel;

•the impact of natural gas prices on coal-fired electricity generation;

•the impact of global supply and price of seaborne coal on CSXT's export coal market;




                           CSX Q3 2022 Form 10-Q p.43

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


                                 OF OPERATIONS

•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, including acquisitions;

•the impact of conditions in the real estate market on the Company's ability to sell assets;

•changes in operating conditions and costs, including the impacts of inflation, or commodity concentrations;

•the continued and uncertain impact of the COVID-19 pandemic; and

•the inherent uncertainty associated with projecting economic and business conditions.



Other important assumptions and factors that could cause actual results to
differ materially from those in the forward-looking statements are specified
elsewhere in this report and in CSX's other SEC reports, which are accessible on
the SEC's website at www.sec.gov and the Company's website at www.csx.com. The
information on the CSX website is not part of this quarterly report on Form
10-Q.
                           CSX Q3 2022 Form 10-Q p.44

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