Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Changes in interest rates may impact the cost of future long-term debt issued by the Company, and as a result, represent interest rate risk to the Company. In an effort to manage this risk, CSX may use certain financial instruments such as interest rate forward contracts. The following information, together with information included in Note 10, Debt and Credit Agreements, and Note 13, Fair Value Measurements, describes the key aspects of such contracts and the related market risk to CSX.

Changes in interest rates could impact the fair value of the Company's forward starting interest rate swaps. In 2020, the Company executed two forward starting interest rate swaps with an aggregate notional value of $500 million. These swaps were effected to hedge the benchmark interest rate associated with future interest payments related to the anticipated refinancing of notes due in 2027. In 2022, CSX settled a portion equal to $160 million notional value of the cash flow hedges. In 2023, CSX executed two partial settlements equal to $226 million notional value of the cash flow hedges. As of December 31, 2023, these cash flow hedges had an aggregate notional value of $114 million and an asset value of $48 million. As of December 31, 2023, the potential change in fair value of forward starting interest rate swaps resulting from a hypothetical 10% change in interest rates would not be material.

Changes in interest rates could impact the fair value of the Company's fixed-to-floating interest rate swaps. In 2023, CSX entered into two separate fixed-to-floating interest rate swaps classified as fair value hedges. The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to the Secured Overnight Financing Rate ("SOFR") on a cumulative $250 million of fixed rate outstanding notes which are due in 2033. As of December 31, 2023, the cumulative fair value of these swaps was a $19 million asset. In 2022, CSX entered into five separate fixed-to-floating interest rate swaps classified as fair value hedges. The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to SOFR on a cumulative $800 million of fixed rate outstanding notes, which are due between 2036 and 2040. As of December 31, 2023, the cumulative fair value of these swaps was a $107 million liability. As of December 31, 2023, the potential change in fair value of fixed-to-floating interest rate swaps resulting from a hypothetical 10% change in interest rates would not be material.

As of December 31, 2023, CSX has no floating rate notes outstanding. However, changes in interest rates could impact the fair value (but not the carrying value) of the Company's fixed rate long-term debt. The potential decrease in fair value of the Company's fixed rate long-term debt resulting from a hypothetical 10% increase in U.S. Treasury rates, or approximately 40 basis points, is estimated to be $730 million as of December 31, 2023, and $709 million as of December 31, 2022. The underlying fair values of the Company's long-term debt were estimated based on quoted market prices or on the current rates offered for debt with similar terms and maturities.

CSX 2023 Form 10-K p.48

CSX CORPORATION

PART II

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)50
CSX Corporation
Consolidated Financial Statements and Notes to Consolidated Financial Statements
Herewith:
Consolidated Income Statements for the Years Ended:52
December 31, 2023
December 31, 2022
December 31, 2021
Consolidated Comprehensive Income Statements for the Years Ended:53
December 31, 2023
December 31, 2022
December 31, 2021
Consolidated Balance Sheets as of:54
December 31, 2023
December 31, 2022
Consolidated Cash Flow Statements for Years Ended:55
December 31, 2023
December 31, 2022
December 31, 2021
Consolidated Statements of Changes in Shareholders' Equity:56
December 31, 2023
December 31, 2022
December 31, 2021
Notes to Consolidated Financial Statements57

CSX 2023 Form 10-K p.49

CSX CORPORATION

PART II

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of CSX Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CSX Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

CSX 2023 Form 10-K p.50

CSX CORPORATION

PART II

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, continued

Depreciation Policies for Assets Utilizing the Group-Life Method
Description of the MatterAs of December 31, 2023, assets depreciated under the group-life method comprised 84% of total gross fixed assets of $50.3 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 conducted by a third-party specialist and analyzed by the Company’s management 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. In years when depreciation studies are not performed, annual data reviews are conducted by a third-party specialist and analyzed by the Company’s management to review the asset service lives. For road and track assets and equipment assets, the most recent depreciation studies were performed in 2020 and 2022, respectively. These studies were evaluated by the Company’s management in the current year through an annual data review. 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 AuditWe 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 and annual data reviews of its group-life assets. For example, we tested controls over management’s review of asset activity that could impact the estimated useful lives determined in the most recent depreciation studies of equipment and road and track assets. To test the estimated useful lives and salvage values of the Company’s group-life assets, we performed audit procedures that included, among others: obtaining the periodic depreciation studies and annual data reviews performed by the Company’s third-party specialist and reviewed by management; assessing the completeness and accuracy of the data provided by management to the third-party specialist; and including a specialist on our team to evaluate the methods used by the third-party specialist and reviewed by management in determining if any changes were necessary to the estimated useful lives and salvage values resulting from the annual data reviews. We compared the assumptions used by management to those used throughout the industry and within other depreciation studies. We assessed the historical accuracy of management’s estimates via retrospective review and independently recalculated the current year depreciation rates.

We have served as the Company’s auditor since 1981.

/s/ Ernst & Young LLP

Jacksonville, Florida

February 14, 2024

CSX 2023 Form 10-K p.51

CSX CORPORATION

PART II

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED INCOME STATEMENTS

(Dollars in Millions, Except Per Share Amounts)

Years Ended
202320222021
Revenue$14,657$14,853$12,522
Expense
Labor and Fringe3,0242,8612,550
Purchased Services and Other2,7642,6852,135
Depreciation and Amortization1,6111,5001,420
Fuel1,3771,626913
Equipment and Other Rents354396364
Gains on Property Dispositions(34)(238)(454)
Total Expense9,0968,8306,928
Operating Income5,5616,0235,594
Interest Expense(809)(742)(722)
Other Income - Net (Note 14)13913379
Earnings Before Income Taxes4,8915,4144,951
Income Tax Expense (Note 12)(1,176)(1,248)(1,170)
Net Earnings$3,715$4,166$3,781
Per Common Share (Note 2)
Net Earnings Per Share
Basic$1.85$1.95$1.68
Assuming Dilution$1.85$1.95$1.68
Average Common Shares Outstanding (Millions)
Basic2,0082,1362,250
Assuming Dilution2,0132,1412,255

See accompanying Notes to Consolidated Financial Statements.

CSX 2023 Form 10-K p.52

CSX CORPORATION

PART II

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS

(Dollars in Millions)

Years Ended
202320222021
Net Earnings$3,715$4,166$3,781
Other Comprehensive Income (Loss) - Net of Tax:
Pension and Other Post-Employment Benefits74(66)167
Interest Rate Derivatives—808
Other2615
Total Other Comprehensive Income (Note 16)7620190
Comprehensive Earnings$3,791$4,186$3,971

See accompanying Notes to Consolidated Financial Statements.

CSX 2023 Form 10-K p.53

CSX CORPORATION

PART II

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEETS

(Dollars in Millions)

DecemberDecember
20232022
ASSETS
Current Assets:
Cash and Cash Equivalents$1,353$1,958
Short-term Investments83129
Accounts Receivable - Net (Note 11)1,3931,313
Materials and Supplies446341
Other Current Assets109108
Total Current Assets3,3843,849
Properties50,32048,105
Accumulated Depreciation(15,385)(13,863)
Properties - Net (Note 6)34,93534,242
Investment in Affiliates and Other Companies (Note 15)2,3972,292
Right of Use Lease Asset (Note 7)498505
Goodwill and Other Intangible Assets - Net (Note 18)506502
Other Long-term Assets688522
Total Assets$42,408$41,912
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,237$1,130
Labor and Fringe Benefits Payable517707
Casualty, Environmental and Other Reserves (Note 5)144144
Current Maturities of Long-term Debt (Note 10)558151
Income and Other Taxes Payable525111
Other Current Liabilities243228
Total Current Liabilities3,2242,471
Casualty, Environmental and Other Reserves (Note 5)296292
Long-term Debt (Note 10)17,97517,896
Deferred Income Taxes - Net (Note 12)7,7467,569
Long-term Lease Liability (Note 7)491488
Other Long-term Liabilities543571
Total Liabilities30,27529,287
Shareholders' Equity:
Common Stock, $1 Par Value (Note 3)1,9592,066
Other Capital691574
Retained Earnings9,79010,363
Accumulated Other Comprehensive Loss (Note 16)(312)(388)
Non-controlling Minority Interest510
Total Shareholders' Equity12,13312,625
Total Liabilities and Shareholders' Equity$42,408$41,912

See accompanying Notes to Consolidated Financial Statements.

CSX 2023 Form 10-K p.54

CSX CORPORATION

PART II

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