CSX (CSX) 10-K risk factor changes: FY2024 vs FY2023

Legislation passed by [removed: Congress,] [added: Congress or state or local assemblies;] new regulations issued by [removed: federal agencies,] [added: federal, state] or [added: local agencies;] executive orders issued by the President of the United States [added: or governors; or other governmental actions] could significantly affect the revenues, [removed: costs, including] [added: costs (including] income [removed: taxes,] [added: taxes),] and profitability of the Company's business.

In addition, [removed: statutes] [added: statutes, regulations, orders] or [removed: regulations] [added: other governmental actions] that, among other things, impose price [removed: constraints] [added: constraints, restrict access to government funding,] or affecting rail-to-rail competition could adversely affect the Company's profitability.

CSX [removed: 2023] [added: 2024] Form 10-K p.7

The Company [added: has been and] could [added: in the future] be materially and adversely affected by a public health crisis, including a widespread epidemic or pandemic.

CSX [removed: 2023] [added: 2024] Form 10-K p.8

Additionally, if CSX is unable to successfully acquire, [removed: develop] [added: develop, implement,] or [removed: implement] [added: update] new [added: or existing] technology, including artificial intelligence, it may suffer [added: adverse financial impacts or] a competitive disadvantage within the rail industry and with companies providing other modes of transportation services.

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

CSX [removed: 2023] [added: 2024] Form 10-K p.9

[removed: Furthermore, in response to the heightened risk of terrorism, federal,] [added: Federal,] state and local governmental bodies [removed: are proposing and, in some cases,] have adopted legislation and regulations relating to security issues that impact the transportation industry.

Hurricanes as well as storm and flooding events have impacted the Company's network in the past, leading to interrupted service and damage to track [added: structure] and equipment.

Changes in weather patterns [removed: caused by climate change] are expected to increase the frequency, severity or duration of certain adverse weather conditions.

Even with insurance, if any natural occurrence leads to a catastrophic interruption of service, the Company may not be able to restore service without a significant interruption [removed: in] [added: to] operations.

CSX [removed: 2023] [added: 2024] Form 10-K p.10

Additionally, embargoes or changes to trade agreements or [removed: policies] [added: policies, such as tariffs,] could result in reduced import and export [removed: volumes due to increased tariffs and lower consumer demand.][added: volumes.]

Marketplace conditions for resources like locomotives [removed: as well as] [added: and] the availability of qualified personnel, including engineers and conductors as well as other skilled professional or technical employees, could each have a negative impact on the Company’s ability to meet demand for rail service.

CSX [removed: 2023] [added: 2024] Form 10-K p.11

Climate [removed: Change] and Environmental

The Company’s operations and financial results could be negatively impacted by climate [removed: change and] [added: or weather-related risks as well as] regulatory and legislative [removed: responses to climate change.][added: responses.]

There is potential for operational impacts from [added: climate-related risks, including] changing weather [removed: patterns or rising sea levels] [added: patterns,] in the Company's operational territory, which could impact the Company's network or other assets.

Climate [removed: change] and [removed: other] emissions-related laws and regulations have been proposed and, in some cases adopted, on the federal, state, provincial and local levels.

These final and proposed laws and regulations take the form of restrictions, caps, taxes or other controls on emissions as well as requirements to disclose [removed: information relating to climate change.][added: climate-related information.]

In particular, the EPA has issued various regulations and may issue additional regulations targeting [removed: emissions,] [added: emission reductions,] including rules and standards governing emissions from certain stationary [removed: sources] and [removed: from vehicles.][added: mobile sources.]

In addition, CSX may become subject to legal requirements to disclose [removed: climate change related] [added: climate-related] information and may become subject to demands or expectations by its supply chain partners, customers or other stakeholders to disclose information relating to climate risk or set related targets or goals.

CSX [removed: 2023] [added: 2024] Form 10-K p.12

The Company can also be held liable for consequences arising out of human exposure to any hazardous [added: or otherwise harmful] substances [removed: for which] [added: that] CSX is [removed: responsible.][added: transporting or storing.]

Free cash flow [added: ("FCF")] - The calculation of a non-GAAP measure by using net cash provided by operating activities and adjusting for property additions and certain other investing activities.

CSX [removed: 2023] [added: 2024] Form 10-K p.26

CSX [removed: 2023] [added: 2024] Form 10-K p.27

- Revenue of [removed: $14.7] [added: $14.5] billion decreased [removed: $196] [added: $117] million or 1% versus the prior year.

- Expenses of [removed: $9.1] [added: $9.3] billion increased [removed: $266] [added: $137] million or [removed: 3%] [added: 1%] year over year.

- Operating income of [removed: $5.6] [added: $5.2] billion decreased [removed: $462] [added: $254] million or [removed: 8%] [added: 5%] year over year.

- Earnings per diluted share of [removed: $1.85] [added: $1.79] decreased [removed: $0.10] [added: $0.03] or [removed: 5%] [added: 2%] year over year.

The following section generally discusses the Company's results of operations and financial condition for the year ended December 31, [removed: 2023,] [added: 2024,] compared to the year ended December 31, [removed: 2022.][added: 2023.]

A discussion regarding results of operations and financial condition for the year ended December 31, [removed: 2022,] [added: 2023,] compared to the year ended December 31, [removed: 2021,] [added: 2022,] can be found in Part II, Item 7 of CSX's Annual Report on Form 10-K for the year ended [removed: 2022,] [added: 2023,] filed with the Securities and Exchange Commission on February [removed: 15, 2023.][added: 14, 2024.]

[removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] Results of Operations

| | | | [removed: 2023] [added: 2024 (a)] | | | | | | [removed: 2022] [added: 2023 (a)] | | | | | | *$ Change* | | | | | | *% Change* | | | | | |

| Purchased Services and Other | | | [removed: 2,764] [added: 2,852] | | | | | | [removed: 2,685] [added: 2,802] | | | | | | [removed: *(79)*] [added: *(50)*] | | | | | | [removed: *(3)*] [added: *(2)*] | | | | | |

| Equipment and Other Rents | | | [removed: 354] [added: 355] | | | | | | [removed: 396] [added: 354] | | | | | | [removed: *42*] [added: *(1)*] | | | | | | [removed: *11*] [added: *—*] | | | | | |

| Gains on Property Dispositions | | | [removed: (34)] [added: (11)] | | | | | | [removed: (238)] [added: (34)] | | | | | | [removed: *(204)*] [added: *(23)*] | | | | | | [removed: *(86)*] [added: *(68)*] | | | | | |

| Interest Expense | | | [removed: (809)] [added: (832)] | | | | | | [removed: (742)] [added: (809)] | | | | | | [removed: *(67)*] [added: *(23)*] | | | | | | [removed: *(9)*] [added: *(3)*] | | | | | |

| Other Income - Net | | | [removed: 139] [added: 142] | | | | | | [removed: 133] [added: 139] | | | | | | [removed: *6*] [added: *3*] | | | | | | [removed: *5*] [added: *2*] | | | | | |

| Income Tax Expense | | | [removed: (1,176)] [added: (1,085)] | | | | | | [removed: (1,248)] [added: (1,161)] | | | | | | [removed: *72*] [added: *76*] | | | | | | [removed: *6*] [added: *7*] | | | | | |

| Earnings Per Diluted Share | | | $ | [removed: 1.85] [added: 1.79] | | | | | $ | [removed: 1.95] [added: 1.82] | | | | | *$* | [removed: *(0.10)*] [added: *(0.03)*] | | | | | [removed: *(5)*] [added: *(2)*] | | *%* | | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.28

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | *% Change* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | *% Change* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | *% Change* | | |

| *Chemicals* | | | [removed: 642] [added: 688] | | | | | | [removed: 641] [added: 642] | | | | | | [removed: —] [added: 7] | | % | | | | $ | [removed: 2,599] [added: 2,850] | | | | | $ | [removed: 2,584] [added: 2,599] | | | | | [removed: 1] [added: 10] | | % | | | | $ | [removed: 4,048] [added: 4,142] | | | | | $ | [removed: 4,031] [added: 4,048] | | | | | [removed: —] [added: 2] | | % |

| *Agricultural and Food Products* | | | [removed: 468] [added: 463] | | | | | | [removed: 481] [added: 468] | | | | | | [removed: (3)] [added: (1)] | | % | | | | [removed: 1,657] [added: 1,644] | | | | | | [removed: 1,664] [added: 1,657] | | | | | | [removed: —] [added: (1)] | | % | | | | [removed: 3,541] [added: 3,551] | | | | | | [removed: 3,459] [added: 3,541] | | | | | | [removed: 2] [added: —] | | % |

| *Automotive* | | | [removed: 388] [added: 393] | | | | | | [removed: 338] [added: 388] | | | | | | [removed: 15] [added: 1] | | % | | | | [removed: 1,219] [added: 1,226] | | | | | | [removed: 1,054] [added: 1,219] | | | | | | [removed: 16] [added: 1] | | % | | | | [removed: 3,142] [added: 3,120] | | | | | | [removed: 3,118] [added: 3,142] | | | | | | [removed: 1] [added: (1)] | | % |

| *Minerals* | | | [removed: 358] [added: 361] | | | | | | [removed: 337] [added: 358] | | | | | | [removed: 6] [added: 1] | | % | | | | [removed: 733] [added: 772] | | | | | | [removed: 658] [added: 733] | | | | | | [removed: 11] [added: 5] | | % | | | | [removed: 2,047] [added: 2,139] | | | | | | [removed: 1,953] [added: 2,047] | | | | | | [removed: 5] [added: 4] | | % |

| *Metals and Equipment* | | | [removed: 284] [added: 265] | | | | | | [removed: 267] [added: 284] | | | | | | [removed: 6] [added: (7)] | | % | | | | [removed: 917] [added: 859] | | | | | | [removed: 828] [added: 917] | | | | | | [removed: 11] [added: (6)] | | % | | | | [removed: 3,229] [added: 3,242] | | | | | | [removed: 3,101] [added: 3,229] | | | | | | [removed: 4] [added: —] | | % |

| *Forest Products* | | | [removed: 282] [added: 292] | | | | | | [removed: 291] [added: 282] | | | | | | [removed: (3)] [added: 4] | | % | | | | [removed: 1,012] [added: 1,047] | | | | | | [removed: 996] [added: 1,012] | | | | | | [removed: 2] [added: 3] | | % | | | | [removed: 3,589] [added: 3,586] | | | | | | [removed: 3,423] [added: 3,589] | | | | | | [removed: 5] [added: —] | | % |

| *Fertilizers* | | | [removed: 199] [added: 186] | | | | | | [removed: 203] [added: 199] | | | | | | [removed: (2)] [added: (7)] | | % | | | | [removed: 516] [added: 505] | | | | | | [removed: 455] [added: 516] | | | | | | [removed: 13] [added: (2)] | | % | | | | [removed: 2,593] [added: 2,715] | | | | | | [removed: 2,241] [added: 2,593] | | | | | | [removed: 16] [added: 5] | | % |

| Total Merchandise | | | [removed: 2,621] [added: 2,648] | | | | | | [removed: 2,558] [added: 2,621] | | | | | | [removed: 2] [added: 1] | | % | | | | [removed: 8,653] [added: 8,903] | | | | | | [removed: 8,239] [added: 8,653] | | | | | | [removed: 5] [added: 3] | | % | | | | [removed: 3,301] [added: 3,362] | | | | | | [removed: 3,221] [added: 3,301] | | | | | | 2 | | % |

| Intermodal | | | [removed: 2,766] [added: 2,893] | | | | | | [removed: 2,963] [added: 2,766] | | | | | | [removed: (7)] [added: 5] | | % | | | | [removed: 2,060] [added: 2,047] | | | | | | [removed: 2,306] [added: 2,060] | | | | | | [removed: (11)] [added: (1)] | | % | | | | [removed: 745] [added: 708] | | | | | | [removed: 778] [added: 745] | | | | | | [removed: (4)] [added: (5)] | | % |

| Coal | | | [removed: 755] [added: 736] | | | | | | [removed: 697] [added: 755] | | | | | | [removed: 8] [added: (3)] | | % | | | | [removed: 2,484] [added: 2,247] | | | | | | [removed: 2,434] [added: 2,484] | | | | | | [removed: 2] [added: (10)] | | % | | | | [removed: 3,290] [added: 3,053] | | | | | | [removed: 3,492] [added: 3,290] | | | | | | [removed: (6)] [added: (7)] | | % |

| Trucking | | | — | | | | | | — | | | | | | — | | % | | | | [removed: 882] [added: 844] | | | | | | [removed: 966] [added: 882] | | | | | | [removed: (9)] [added: (4)] | | % | | | | — | | | | | | — | | | | | | — | | % |

| Other | | | — | | | | | | — | | | | | | — | | % | | | | [removed: 578] [added: 499] | | | | | | [removed: 908] [added: 578] | | | | | | [removed: (36)] [added: (14)] | | % | | | | — | | | | | | — | | | | | | — | | % |

| Total | | | [removed: 6,142] [added: 6,277] | | | | | | [removed: 6,218] [added: 6,142] | | | | | | [removed: *(1)*] [added: *2*] | | *%* | | | | $ | [removed: 14,657] [added: 14,540] | | | | | $ | [removed: 14,853] [added: 14,657] | | | | | *(1)* | | *%* | | | | $ | [removed: 2,386] [added: 2,316] | | | | | $ | [removed: 2,389] [added: 2,386] | | | | | [removed: *—*] [added: *(3)*] | | *%* |

CSX [removed: 2023] [added: 2024] Form 10-K p.29

Total revenue decreased by [removed: $196] [added: $117] million in [removed: 2023,] [added: 2024,] or 1%, when compared to the previous year primarily due to [removed: decreases in other revenue,] lower fuel [removed: recovery, pricing declines in export] [added: recovery and lower] coal [removed: due to] [added: revenue, which includes] the impact of lower [added: global] benchmark [removed: rates and declines in intermodal volume.][added: rates.]

These [removed: declines] [added: decreases] were partially offset by pricing [removed: and volume] gains in merchandise [removed: and] [added: as well as] higher [removed: coal] [added: merchandise and intermodal] volumes.

Automotive - Increased due to [removed: higher] [added: new business wins, which were partially offset by lower] North American vehicle [removed: production as well as new business wins.][added: production.]

Metals and Equipment - [removed: Increased] [added: Decreased primarily] due to [removed: higher] [added: lower] steel and scrap [removed: shipments, as well as stronger equipment] shipments.

Forest Products – [removed: Decreased primarily] [added: Increased] due to [removed: lower] [added: higher] shipments of pulpboard, paper, and [removed: lumber, partially offset by higher shipments of other] building products.

Domestic coal decreased [added: primarily] due to lower shipments of coal to [removed: northern] utility [removed: plants.][added: plants, as well as lower shipments to river and lake terminals.]

2024 HIGHLIGHTS

- Operating margin of 36.1% decreased 140 basis points from 37.5%.

This discussion should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this Form 10-K.

The Company revised certain prior period financial statements for misstatements between the balance sheet and expense that were determined to be immaterial to previously issued financial statements.

See *Note 20, Revision of Prior Period Financial Statements* in Item 8 of this Form 10-K.

| Revenue | | | $ | 14,540 | | | | | $ | 14,657 | | | | | *$* | *(117)* | | | | | *(1)* | | *%* | | | |

| Labor and Fringe | | | 3,165 | | | | | | 3,052 | | | | | | *(113)* | | | | | | *(4)* | | | | | |

| Depreciation and Amortization | | | 1,658 | | | | | | 1,607 | | | | | | *(51)* | | | | | | *(3)* | | | | | |

| Fuel | | | 1,168 | | | | | | 1,377 | | | | | | *209* | | | | | | *15* | | | | | |

| Goodwill Impairment | | | 108 | | | | | | — | | | | | | *NM* | | | | | | *NM* | | | | | |

| Total Expense | | | 9,295 | | | | | | 9,158 | | | | | | *(137)* | | | | | | *(1)* | | | | | |

| Operating Income | | | 5,245 | | | | | | 5,499 | | | | | | *(254)* | | | | | | *(5)* | | | | | |

| Net Earnings | | | $ | 3,470 | | | | | $ | 3,668 | | | | | *$* | *(198)* | | | | | *(5)* | | | | | |

| Operating Margin | | | 36.1 | | % | | | | 37.5 | | % | | | | | | | | | | *140* | | | bps | | |

*(a) See Note 20, Revision of Prior Period Financial Statements.*

*NM - "Not Meaningful"*

Chemicals - Increased due to higher shipments of plastics, crude oil, natural gas liquids, and other industrial chemicals.

Agricultural and Food Products – Decreased due to lower shipments of food and consumer products, as well as wheat and export grains, partially offset by higher shipments of domestic feed grain and its ingredients, and ethanol.

Minerals - Increased due to higher shipments of cement, partially offset by lower shipments of aggregates.

Fertilizers - Decreased primarily due to declines in short-haul phosphates shipments.

Intermodal volume increased primarily due to international shipments driven by higher imports through east coast ports and inventory replenishments.

Domestic shipments also increased due to growth with key customers despite a soft trucking environment.

- Incentive compensation costs decreased $46 million primarily due to lower expected payouts.

- An increase of $17 million was due to impairments of technology and non-rail equipment, partially offset by prior year inventory adjustments.

These increases were partially offset by efficiency savings.

These expenses increased $1 million primarily due to increased net car hire costs offset by other non-significant items.

Goodwill Impairment expense for Quality Carriers was $108 million for 2024.

Gains on Property Dispositions decreased to $11 million in 2024 from $34 million in 2023.

*Adjusted Operating Results*

Management believes that adjusted operating income, adjusted operating margin, adjusted net earnings, and adjusted net earnings per share, assuming dilution are important in evaluating the Company's performance and for planning and forecasting future business operations and future profitability.

These non-GAAP measures provide meaningful supplemental information regarding operating results because they exclude the fourth quarter 2024 non-cash impairment of Quality Carriers' goodwill, which is a significant item that is not considered indicative of future financial trends.

The goodwill impairment was tax effected using rates reflective of the applicable tax amounts related to the impairment charge.

These adjusted results should be considered in addition to, rather than as a substitute for, the Company's GAAP operating results.

The following tables reconcile the Company's GAAP operating results for the year ended December 31, 2024 to adjusted operating results (non-GAAP measures).

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

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

| | | | | | | Year Ended Dec. 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| *(Dollars in millions, except per share amounts)* | | | | | | Operating Income | | | | | | Operating Margin | | | | | | Net Earnings | | | | | | Net Earnings Per Share, Assuming Dilution | | |

| GAAP Operating Results | | | | | | $ | 5,245 | | | | | 36.1 | | % | | | | $ | 3,470 | | | | | $ | 1.79 | |

| Goodwill Impairment | | | | | | 108 | | | | | | 0.7 | | | | | | 82 | | | | | | 0.04 | | |

2023 HIGHLIGHTS

- Operating ratio of 62.1% increased 260 basis points from 59.5%.

| Revenue | | | $ | 14,657 | | | | | $ | 14,853 | | | | | *$* | *(196)* | | | | | *(1)* | | *%* | | | |

| Labor and Fringe | | | 3,024 | | | | | | 2,861 | | | | | | *(163)* | | | | | | *(6)* | | | | | |

| Depreciation and Amortization | | | 1,611 | | | | | | 1,500 | | | | | | *(111)* | | | | | | *(7)* | | | | | |

| Fuel | | | 1,377 | | | | | | 1,626 | | | | | | *249* | | | | | | *15* | | | | | |

| Total Expense | | | 9,096 | | | | | | 8,830 | | | | | | *(266)* | | | | | | *(3)* | | | | | |

| Operating Income | | | 5,561 | | | | | | 6,023 | | | | | | *(462)* | | | | | | *(8)* | | | | | |

| Net Earnings | | | $ | 3,715 | | | | | $ | 4,166 | | | | | *$* | *(451)* | | | | | *(11)* | | | | | |

| Operating Ratio | | | 62.1 | | % | | | | 59.5 | | % | | | | | | | | | | *(260)* | | | bps | | |

Chemicals - Increased shipments of export plastics, waste, and sand were offset by lower shipments of materials used in making plastics.

Agricultural and Food Products – Decreased primarily due to lower shipments of ethanol and export grain.

Minerals - Increased due to higher shipments of aggregates and cement driven by increased road construction and other infrastructure-related activities.

Fertilizers - Decreased due to declines in short-haul shipments, which were partially offset by increases in long-haul potash and phosphate shipments.

Lower volume was due to decreased international shipments driven by high inventory levels and lower imports.

Domestic shipments increased due to growth with key customers as well as the prior year impact of supply-side constraints.

- Incentive compensation costs decreased $34 million primarily due to lower expected payouts as well as the impacts of accelerated expense for eligible employees in the prior year.

- Prior year amounts included $32 million of out-of-period labor and benefit costs due to the agreement reached with labor unions.

These increases were partially offset by lower volume and reduced congestion in intermodal operations.

- A decrease of $54 million was due to insurance recoveries in the current year.

These expenses decreased $42 million primarily due to lower car hire costs from improved car cycle times, partially offset by costs related to higher automotive volume.

Gains on Property Dispositions decreased to $34 million in 2023 from $238 million in 2022 primarily due to the inclusion of $144 million of gains in 2022 from the sale of property rights to the Commonwealth of Virginia.

This measure should be considered in addition to, rather than a substitute for, net income.

Gross cash earnings is calculated as Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), less an assumed 15% cash tax.

The capital charge uses a long-term average cost of capital of 8% multiplied by the gross operating assets.

| Net Income | | | $ | 3,715 | | $ | 4,166 | |

| Add: Income Tax Expense | | | 1,176 | | | 1,248 | | |

| Remove: Other Income - Net | | | (139) | | | (133) | | |

| Add: Interest Expense | | | 809 | | | 742 | | |

| Adjusted EBITDA | | | 7,281 | | | 7,488 | | |

| 15% Assumed Cash Tax | | | (1,092) | | | (1,123) | | |

| Gross Cash Earnings | | | 6,189 | | | 6,365 | | |

| Gross Properties | | | (49,212) | | | (47,471) | | |

| Other Assets | | | (3,896) | | | (3,862) | | |

| 8% Capital Charge | | | (3,531) | | | (3,403) | | |

| Economic Profit (Non-GAAP) | | | $ | 2,658 | | $ | 2,962 | |

Gains from the Virginia transaction of $144 million were excluded for 2022.*

*(b) Gross operating assets reflects an average of reported balance sheet figures.*

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Property Additions | | | (2,281) | | | | | | (2,133) | | | | | | | | |

Changes in interest rates [removed: could] [added: no longer] impact the fair value of the Company's forward starting interest rate [removed: swaps.][added: swaps because they are fully settled as of 12/31/2024.]

[removed: In 2020, the] [added: The] Company [removed: executed two] [added: had] forward starting interest rate [removed: swaps with] [added: swaps, classified as cash flow hedges, that had] an aggregate notional value of $500 [removed: million.][added: million at inception.]

These swaps were effected to hedge the benchmark interest rate associated with future interest payments related to the anticipated refinancing of [added: $850 million of 3.25%] notes due in 2027.

In 2022, CSX settled a portion equal to $160 million notional value of the [added: aggregate $500 million] cash flow [removed: hedges.][added: hedges, which resulted in CSX receiving a cash payment of $52 million.]

In 2023, CSX executed [removed: two] partial settlements equal to $226 million notional value of the cash flow [removed: hedges.][added: hedges, which resulted in CSX receiving a cash payment of $95 million.]

As of December 31, [removed: 2023,] [added: 2024,] the potential change in fair value of [removed: forward starting] [added: fixed-to-floating] interest rate swaps resulting from a hypothetical 10% change in interest rates would not be material.

As of December 31, [removed: 2023,] [added: 2024,] the cumulative fair value of these swaps was a [removed: $19] [added: $7] million asset.

As of December 31, [removed: 2023,] [added: 2024,] the cumulative fair value of these swaps was a [removed: $107] [added: $123] million liability.

As of December 31, [removed: 2023,] [added: 2024,] CSX [removed: has] [added: had] no floating rate notes outstanding.

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 [removed: 40] [added: 46] basis points, is estimated to be [removed: $730] [added: $756] million as of December 31, [removed: 2023,] [added: 2024,] and [removed: $709] [added: $730] million as of December 31, [removed: 2022.][added: 2023.]

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | | | | [removed: [50](#i40071d158dbf4c538fc6bcfb987a65d1_76)] [added: [52](#i5f5a8ae0a24b4e36bf21fc259e769b37_79)] | | |

| Consolidated Income Statements for the Years Ended: | | | | | | [removed: [52](#i40071d158dbf4c538fc6bcfb987a65d1_79)] [added: [54](#i5f5a8ae0a24b4e36bf21fc259e769b37_82)] | | |

| [added: December 31, 2022] | | | [removed: December 31, 2022] [added: 194] | | | | | | [added: 161 | | | | | | 81 | | | | | | 436 | | |]

| [added: December 31, 2021] | | | [removed: December 31, 2021] [added: $] | [added: 180] | | | | | [added: $ | 108 | | | | | $ | 80 | | | | | $ | 368 | |]

| Consolidated Comprehensive Income Statements for the Years Ended: | | | | | | [removed: [53](#i40071d158dbf4c538fc6bcfb987a65d1_82)] [added: [55](#i5f5a8ae0a24b4e36bf21fc259e769b37_85)] | | |

| Consolidated Balance Sheets as of: | | | | | | [removed: [54](#i40071d158dbf4c538fc6bcfb987a65d1_85)] [added: [56](#i5f5a8ae0a24b4e36bf21fc259e769b37_88)] | | |

| Consolidated Cash Flow Statements for Years Ended: | | | | | | [removed: [55](#i40071d158dbf4c538fc6bcfb987a65d1_88)] [added: [57](#i5f5a8ae0a24b4e36bf21fc259e769b37_91)] | | |

| Consolidated Statements of Changes in Shareholders' Equity: | | | | | | [removed: [56](#i40071d158dbf4c538fc6bcfb987a65d1_91)] [added: [58](#i5f5a8ae0a24b4e36bf21fc259e769b37_94)] | | |

[removed: | Notes to Consolidated Financial Statements | | | | | | [57](#i40071d158dbf4c538fc6bcfb987a65d1_94) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

We have audited the accompanying consolidated balance sheets of CSX Corporation (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated [added: income statements, comprehensive income statements,] statements of [removed: income, comprehensive income,] changes in shareholders’ equity and cash [removed: flows] [added: flow statements] for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 14, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

CSX [removed: 2023] [added: 2024] Form 10-K p.50

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM, *continued*][added: FIRM]

| *Description of the Matter* | | | As of December 31, [removed: 2023,] [added: 2024,] assets depreciated under the group-life method comprised [removed: 84%] [added: 86%] of total gross fixed assets of [removed: $50.3] [added: $52.2] 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. | | | | | | | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.51

| | | | [removed: 2023] [added: 2024 (a)] | | | | | | [removed: 2022] [added: 2023 (a)] | | | | | | [removed: 2021] [added: 2022 (a)] | | |

| Revenue | | | $ | [removed: 14,657] [added: 14,540] | | | | | $ | [removed: 14,853] [added: 14,657] | | | | | $ | [removed: 12,522] [added: 14,853] | |

| Purchased Services and Other | | | [removed: 2,764] | | | [added: 711] | | | [removed: 2,685] | | | [added: *10*] | | | [removed: 2,135] | | | [added: 721 | | |]

| Fuel | | | [removed: 1,377] [added: 1,168] | | | | | | [removed: 1,626] [added: 1,377] | | | | | | [removed: 913] [added: 1,626] | | |

| Equipment and Other Rents | | | [removed: 354] [added: 355] | | | | | | [removed: 396] [added: 354] | | | | | | [removed: 364] [added: 396] | | |

| Gains on Property Dispositions | | | [removed: (34)] [added: (11)] | | | | | | [removed: (238)] [added: (34)] | | | | | | [removed: (454)] [added: (238)] | | |

| Interest Expense | | | [removed: (809)] [added: (832)] | | | | | | [removed: (742)] [added: (809)] | | | | | | [removed: (722)] [added: (742)] | | |

| Other Income - Net (Note 14) | | | [removed: 139] [added: 142] | | | | | | [removed: 133] [added: 139] | | | | | | [removed: 79] [added: 133] | | |

| Earnings Before Income Taxes | | | [removed: 4,891] | | | [added: 1,185] | | | [removed: 5,414] | | | [added: *(17)*] | | | [removed: 4,951] | | | [added: 1,168 | | |]

| Income Tax Expense (Note 12) | | | [removed: (1,176)] [added: (1,085)] | | | | | | [removed: (1,248)] [added: (1,161)] | | | | | | [removed: (1,170)] [added: (1,231)] | | |

| Basic | | | [removed: 2,008] [added: 1,939] | | | | | | [removed: 2,136] [added: 2,008] | | | | | | [removed: 2,250] [added: 2,136] | | |

| Assuming Dilution | | | [removed: 2,013] [added: 1,943] | | | | | | [removed: 2,141] [added: 2,013] | | | | | | [removed: 2,255] [added: 2,141] | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.52

| | | | [removed: 2023] [added: 2024 (a)] | | | [removed: 2022] [added: 2023 (a)] | | | [removed: 2021] [added: 2022 (a)] | | |

Subsequent to 2024, the Company entered into two fixed-to-floating interest rate swaps classified as fair value hedges in January 2025.

The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to SOFR on a cumulative $250 million of fixed rate outstanding notes which are due in 2055.

The fair value of these swaps at inception is $0.

| | | | December 31, 2024 | | | | | |

| | | | December 31, 2024 | | | | | |

| | | | December 31, 2024 | | | | | |

| | | | December 31, 2024 | | | | | |

| | | | December 31, 2024 | | | | | |

| Notes to Consolidated Financial Statements | | | | | | [59](#i5f5a8ae0a24b4e36bf21fc259e769b37_97) | | |

February 27, 2025

| Labor and Fringe | | | 3,165 | | | | | | 3,052 | | | | | | 2,885 | | |

| Purchased Services and Other | | | 2,852 | | | | | | 2,802 | | | | | | 2,728 | | |

| Depreciation and Amortization | | | 1,658 | | | | | | 1,607 | | | | | | 1,502 | | |

| Goodwill Impairment (Note 19) | | | 108 | | | | | | — | | | | | | — | | |

| Total Expense | | | 9,295 | | | | | | 9,158 | | | | | | 8,899 | | |

| Operating Income | | | 5,245 | | | | | | 5,499 | | | | | | 5,954 | | |

| Earnings Before Income Taxes | | | 4,555 | | | | | | 4,829 | | | | | | 5,345 | | |

| Net Earnings | | | $ | 3,470 | | | | | $ | 3,668 | | | | | $ | 4,114 | |

| Basic | | | $ | 1.79 | | | | | $ | 1.83 | | | | | $ | 1.93 | |

| Assuming Dilution | | | $ | 1.79 | | | | | $ | 1.82 | | | | | $ | 1.92 | |

*(a) See Note 20, Revision of Prior Period Financial Statements.*

| Net Earnings | | | $ | 3,470 | | $ | 3,668 | | $ | 4,114 | |

| Total Other Comprehensive Income (Loss) (Note 16) | | | 47 | | | 131 | | | (34) | | |

| Comprehensive Earnings | | | $ | 3,517 | | $ | 3,799 | | $ | 4,080 | |

*(a) See Note 20, Revision of Prior Period Financial Statements.*

CSX 2024 Form 10-K p.55

| | | | 2024 | | | | | | 2023 (a) | | |

| Materials and Supplies | | | 414 | | | | | | 440 | | |

| Properties | | | 52,191 | | | | | | 50,281 | | |

| Accumulated Depreciation | | | (16,533) | | | | | | (15,560) | | |

| Total Assets | | | $ | 42,764 | | | | | $ | 42,212 | |

| Income and Other Taxes Payable | | | 508 | | | | | | 524 | | |

| Total Liabilities | | | 30,257 | | | | | | 30,227 | | |

| Retained Earnings | | | 9,988 | | | | | | 9,609 | | |

*(a) See Note 20, Revision of Prior Period Financial Statements.*

CSX 2024 Form 10-K p.56

Item 8.

Financial Statements and Supplementary Data

CONSOLIDATED CASH FLOW STATEMENTS

*(Dollars in Millions)*

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 fixed-to-floating interest rate swaps resulting from a hypothetical 10% change in interest rates would not be material.

CSX 2023 Form 10-K p.48

CSX 2023 Form 10-K p.49

February 14, 2024

| Labor and Fringe | | | 3,024 | | | | | | 2,861 | | | | | | 2,550 | | |

| Depreciation and Amortization | | | 1,611 | | | | | | 1,500 | | | | | | 1,420 | | |

| Total Expense | | | 9,096 | | | | | | 8,830 | | | | | | 6,928 | | |

| Operating Income | | | 5,561 | | | | | | 6,023 | | | | | | 5,594 | | |

| Net Earnings | | | $ | 3,715 | | | | | $ | 4,166 | | | | | $ | 3,781 | |

| Basic | | | $ | 1.85 | | | | | $ | 1.95 | | | | | $ | 1.68 | |

| Assuming Dilution | | | $ | 1.85 | | | | | $ | 1.95 | | | | | $ | 1.68 | |

| Net Earnings | | | $ | 3,715 | | $ | 4,166 | | $ | 3,781 | |

| Properties | | | 50,320 | | | | | | 48,105 | | |

| Accumulated Depreciation | | | (15,385) | | | | | | (13,863) | | |

| Total Assets | | | $ | 42,408 | | | | | $ | 41,912 | |

| Total Liabilities | | | 30,275 | | | | | | 29,287 | | |

| Retained Earnings | | | 9,790 | | | | | | 10,363 | | |

[removed: Effective July 1, 2021, CSX acquired] Quality [removed: Carriers,] [added: Carriers is] the largest provider of bulk liquid chemicals truck transportation in North America.

[removed: For further details, refer to Note 17, *Business Combinations.*] CSX Intermodal Terminals owns and operates a system of intermodal terminals, predominantly in the eastern United States, and also provides drayage services (the pickup and delivery of intermodal shipments) for certain customers.

CSX [removed: 2023] [added: 2024] Form 10-K p.3

During [removed: 2023,] [added: 2024,] the Company's services generated [removed: $14.7] [added: $14.5] billion of revenue and served four primary lines of business: merchandise, intermodal, coal and trucking.

- The merchandise business shipped 2.6 million carloads [removed: (43%] [added: (42%] of volume) and generated [removed: $8.7] [added: $8.9] billion in revenue [removed: (59%] [added: (61%] of revenue) in [removed: 2023.][added: 2024.]

- The intermodal business shipped [removed: 2.8] [added: 2.9] million units [removed: (45%] [added: (46%] of volume) and generated [removed: $2.1] [added: $2.0] billion in revenue (14% of revenue) in [removed: 2023.][added: 2024.]

- The coal business shipped [removed: 755] [added: 736] thousand carloads (12% of volume) and generated [removed: $2.5] [added: $2.2] billion in revenue [removed: (17%] [added: (15%] of revenue) in [removed: 2023.][added: 2024.]

- The trucking business generated [removed: $882] [added: $844] million, or 6%, of revenue in [removed: 2023.][added: 2024.]

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

Other revenue accounted for 4% of the Company’s total revenue in [removed: 2023.][added: 2024.]

The Company had more than [removed: 23,000] [added: 23,500] employees as of December [removed: 2023,] [added: 2024,] which includes approximately [removed: 17,700] [added: 17,500] employees that are members of a rail labor union.

As of December 2, 2022, all [removed: 12] [added: of these] rail unions [removed: at CSX that participated in national bargaining] were covered by national agreements with the Class I railroads and CSX-specific agreements that [removed: will remain] [added: remained] in effect through December 31, 2024.

Collective agreements under the Railway Labor Act do not expire, but continue until [removed: amended, and formal notices to amend these agreements may be served as early as November 1, 2024.][added: amended.]

[removed: The] [added: Additionally, the] attainment of key safety targets is a component of management's annual incentive program.

The FRA Personal Injury Frequency Index, a measure of the number of FRA-reportable injuries per 200,000 man-hours, was [removed: 0.89] [added: 1.19] in [removed: 2023] [added: 2024] and [removed: 1.01] [added: 0.94] in [removed: 2022, improving year over year.][added: 2023.]

CSX [removed: 2023] [added: 2024] Form 10-K p.4

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 23%] [added: 22%] of CSX's overall workforce and [removed: 37%] [added: 35%] of management was diverse, calculated as the percentage of males of color and all females.

In [removed: 2023,] [added: 2024,] CSX was recognized as a “Best Place to Work for Disability Inclusion” by Disability:IN and the American Association of People with Disabilities for a [removed: fifth] [added: sixth] consecutive year after receiving a top score on their disability equality index.

CSX [removed: 2023] [added: 2024] Form 10-K p.5

For additional information concerning business conducted by the Company during [removed: 2023,] [added: 2024,] see Item 7.

CSX [removed: 2023] [added: 2024] Form 10-K p.6

There are 12 rail unions at CSX that participate in national bargaining.

Prior to the 2022 agreements becoming amendable, CSX worked with several major rail unions on new five-year labor agreements.

As of the date of this filing, new labor agreements have been fully ratified by seven unions representing approximately 40% of the Company's unionized workforce.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

On June 30, [removed: 2023] [added: 2024] (which is the last day of the second quarter and the required date to use), the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately [removed: $68] [added: $65] billion (based on the close price as reported on the NASDAQ National Market System on such date).

There were [removed: 1,959,134,342] [added: 1,894,616,582] shares of Common Stock outstanding on January 31, [removed: 2024] [added: 2025] (the latest practicable date that is closest to the filing date).

Portions of the Registrant’s Definitive Proxy Statement (the “Proxy Statement”) to be filed no later than 120 days after the end of the fiscal year with respect to its [removed: 2024] [added: 2025] annual meeting of shareholders.

CSX [removed: 2023] [added: 2024] Form 10-K p.1

| | | | [1A. Risk [removed: Factors](#i40071d158dbf4c538fc6bcfb987a65d1_13)] [added: Factors](#i5f5a8ae0a24b4e36bf21fc259e769b37_13)] | | | | | | | | | [removed: [7](#i40071d158dbf4c538fc6bcfb987a65d1_13)] [added: [7](#i5f5a8ae0a24b4e36bf21fc259e769b37_13)] | | |

| | | | [1B. Unresolved Staff [removed: Comments](#i40071d158dbf4c538fc6bcfb987a65d1_16)] [added: Comments](#i5f5a8ae0a24b4e36bf21fc259e769b37_16)] | | | | | | | | | [removed: [13](#i40071d158dbf4c538fc6bcfb987a65d1_16)] [added: [13](#i5f5a8ae0a24b4e36bf21fc259e769b37_16)] | | |

| | | | [1C. [removed: Cybersecurity](#i40071d158dbf4c538fc6bcfb987a65d1_1669)] [added: Cybersecurity](#i5f5a8ae0a24b4e36bf21fc259e769b37_19)] | | | | | | | | | [removed: [14](#i40071d158dbf4c538fc6bcfb987a65d1_1669)] [added: [14](#i5f5a8ae0a24b4e36bf21fc259e769b37_19)] | | |

| 3. | | | [Legal [removed: Proceedings](#i40071d158dbf4c538fc6bcfb987a65d1_22)] [added: Proceedings](#i5f5a8ae0a24b4e36bf21fc259e769b37_25)] | | | | | | | | | [removed: [20](#i40071d158dbf4c538fc6bcfb987a65d1_22)] [added: [20](#i5f5a8ae0a24b4e36bf21fc259e769b37_25)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i40071d158dbf4c538fc6bcfb987a65d1_25)] [added: Disclosures](#i5f5a8ae0a24b4e36bf21fc259e769b37_28)] | | | | | | | | | [removed: [20](#i40071d158dbf4c538fc6bcfb987a65d1_25)] [added: [20](#i5f5a8ae0a24b4e36bf21fc259e769b37_28)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i40071d158dbf4c538fc6bcfb987a65d1_28)] [added: Registrant](#i5f5a8ae0a24b4e36bf21fc259e769b37_31)] | | | | | | | | | [removed: [21](#i40071d158dbf4c538fc6bcfb987a65d1_28)] [added: [21](#i5f5a8ae0a24b4e36bf21fc259e769b37_31)] | | |

| 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i40071d158dbf4c538fc6bcfb987a65d1_31)] [added: Securities](#i5f5a8ae0a24b4e36bf21fc259e769b37_34)] | | | | | | | | | [removed: [23](#i40071d158dbf4c538fc6bcfb987a65d1_31)] [added: [23](#i5f5a8ae0a24b4e36bf21fc259e769b37_34)] | | |

| 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i40071d158dbf4c538fc6bcfb987a65d1_37)] [added: Operations](#i5f5a8ae0a24b4e36bf21fc259e769b37_40)] | | | | | | | | | [removed: [26](#i40071d158dbf4c538fc6bcfb987a65d1_37)] [added: [26](#i5f5a8ae0a24b4e36bf21fc259e769b37_40)] | | |

| | | | | | | | | | [· Terms Used by [removed: CSX](#i40071d158dbf4c538fc6bcfb987a65d1_40)] [added: CSX](#i5f5a8ae0a24b4e36bf21fc259e769b37_43)] | | | [removed: [26](#i40071d158dbf4c538fc6bcfb987a65d1_40)] [added: [26](#i5f5a8ae0a24b4e36bf21fc259e769b37_43)] | | |

| | | | | | | | | | [· [removed: 202](#i40071d158dbf4c538fc6bcfb987a65d1_43)[3](#i40071d158dbf4c538fc6bcfb987a65d1_43) [Highlights](#i40071d158dbf4c538fc6bcfb987a65d1_43)] [added: 202](#i5f5a8ae0a24b4e36bf21fc259e769b37_46)[4](#i5f5a8ae0a24b4e36bf21fc259e769b37_46) [Highlights](#i5f5a8ae0a24b4e36bf21fc259e769b37_46)] | | | [removed: [28](#i40071d158dbf4c538fc6bcfb987a65d1_43)] [added: [28](#i5f5a8ae0a24b4e36bf21fc259e769b37_46)] | | |

| | | | | | | | | | · [Results of [removed: Operations](#i40071d158dbf4c538fc6bcfb987a65d1_46)] [added: Operations](#i5f5a8ae0a24b4e36bf21fc259e769b37_49)] | | | [removed: [28](#i40071d158dbf4c538fc6bcfb987a65d1_46)] [added: [28](#i5f5a8ae0a24b4e36bf21fc259e769b37_49)] | | |

| | | | | | | | | | · [Liquidity and Capital [removed: Resources](#i40071d158dbf4c538fc6bcfb987a65d1_55)] [added: Resources](#i5f5a8ae0a24b4e36bf21fc259e769b37_58)] | | | [removed: [36](#i40071d158dbf4c538fc6bcfb987a65d1_55)] [added: [38](#i5f5a8ae0a24b4e36bf21fc259e769b37_58)] | | |

| | | | | | | | | | [· Contractual Obligations, Other Commitments and Off-Balance Sheet [removed: Arrangements](#i40071d158dbf4c538fc6bcfb987a65d1_58)] [added: Arrangements](#i5f5a8ae0a24b4e36bf21fc259e769b37_61)] | | | [removed: [41](#i40071d158dbf4c538fc6bcfb987a65d1_58)] [added: [43](#i5f5a8ae0a24b4e36bf21fc259e769b37_61)] | | |

| | | | | | | | | | [· Labor [removed: Agreements](#i40071d158dbf4c538fc6bcfb987a65d1_61)] [added: Agreements](#i5f5a8ae0a24b4e36bf21fc259e769b37_64)] | | | [removed: [41](#i40071d158dbf4c538fc6bcfb987a65d1_61)] [added: [43](#i5f5a8ae0a24b4e36bf21fc259e769b37_64)] | | |

| | | | | | | | | | [· Critical Accounting [removed: Estimates](#i40071d158dbf4c538fc6bcfb987a65d1_64)] [added: Estimates](#i5f5a8ae0a24b4e36bf21fc259e769b37_67)] | | | [removed: [42](#i40071d158dbf4c538fc6bcfb987a65d1_64)] [added: [44](#i5f5a8ae0a24b4e36bf21fc259e769b37_67)] | | |

| | | | | | | | | | [· Forward-Looking [removed: Statements](#i40071d158dbf4c538fc6bcfb987a65d1_67)] [added: Statements](#i5f5a8ae0a24b4e36bf21fc259e769b37_70)] | | | [removed: [46](#i40071d158dbf4c538fc6bcfb987a65d1_67)] [added: [48](#i5f5a8ae0a24b4e36bf21fc259e769b37_70)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i40071d158dbf4c538fc6bcfb987a65d1_70)] [added: Risk](#i5f5a8ae0a24b4e36bf21fc259e769b37_73)] | | | | | | | | | [removed: [48](#i40071d158dbf4c538fc6bcfb987a65d1_70)] [added: [50](#i5f5a8ae0a24b4e36bf21fc259e769b37_73)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i40071d158dbf4c538fc6bcfb987a65d1_73)] [added: Data](#i5f5a8ae0a24b4e36bf21fc259e769b37_76)] | | | | | | | | | [removed: [49](#i40071d158dbf4c538fc6bcfb987a65d1_73)] [added: [51](#i5f5a8ae0a24b4e36bf21fc259e769b37_76)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i40071d158dbf4c538fc6bcfb987a65d1_160)] [added: Disclosure](#i5f5a8ae0a24b4e36bf21fc259e769b37_154)] | | | | | | | | | [removed: [116](#i40071d158dbf4c538fc6bcfb987a65d1_160)] [added: [127](#i5f5a8ae0a24b4e36bf21fc259e769b37_154)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i40071d158dbf4c538fc6bcfb987a65d1_163)] [added: Procedures](#i5f5a8ae0a24b4e36bf21fc259e769b37_157)] | | | | | | | | | [removed: [116](#i40071d158dbf4c538fc6bcfb987a65d1_163)] [added: [127](#i5f5a8ae0a24b4e36bf21fc259e769b37_157)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i40071d158dbf4c538fc6bcfb987a65d1_169)] [added: Inspections](#i5f5a8ae0a24b4e36bf21fc259e769b37_166)] | | | | | | | | | [removed: [119](#i40071d158dbf4c538fc6bcfb987a65d1_169)] [added: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_166)] | | |

| 10. | | | [Directors, Executive Officers of the Registrant and Corporate [removed: Governance](#i40071d158dbf4c538fc6bcfb987a65d1_172)] [added: Governance](#i5f5a8ae0a24b4e36bf21fc259e769b37_169)] | | | | | | | | | [removed: [119](#i40071d158dbf4c538fc6bcfb987a65d1_172)] [added: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_169)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i40071d158dbf4c538fc6bcfb987a65d1_178)] [added: Matters](#i5f5a8ae0a24b4e36bf21fc259e769b37_175)] | | | | | | | | | [removed: [119](#i40071d158dbf4c538fc6bcfb987a65d1_178)] [added: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_175)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i40071d158dbf4c538fc6bcfb987a65d1_181)] [added: Independence](#i5f5a8ae0a24b4e36bf21fc259e769b37_178)] | | | | | | | | | [removed: [119](#i40071d158dbf4c538fc6bcfb987a65d1_181)] [added: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_178)] | | |

| 14. | | | [Principal Accounting Fees and [removed: Services](#i40071d158dbf4c538fc6bcfb987a65d1_184)] [added: Services](#i5f5a8ae0a24b4e36bf21fc259e769b37_181)] | | | | | | | | | [removed: [119](#i40071d158dbf4c538fc6bcfb987a65d1_184)] [added: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_181)] | | |

| 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i40071d158dbf4c538fc6bcfb987a65d1_187)] [added: Schedules](#i5f5a8ae0a24b4e36bf21fc259e769b37_184)] | | | | | | | | | [removed: [120](#i40071d158dbf4c538fc6bcfb987a65d1_187)] [added: [131](#i5f5a8ae0a24b4e36bf21fc259e769b37_184)] | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.2

(☒)

(☒)

| 1. | | | [Business](#i5f5a8ae0a24b4e36bf21fc259e769b37_10) | | | | | | | | | [3](#i5f5a8ae0a24b4e36bf21fc259e769b37_10) | | |

| 2. | | | [Properties](#i5f5a8ae0a24b4e36bf21fc259e769b37_22) | | | | | | | | | [16](#i5f5a8ae0a24b4e36bf21fc259e769b37_22) | | |

| 6. | | | [Reserved](#i5f5a8ae0a24b4e36bf21fc259e769b37_37) | | | | | | | | | [25](#i5f5a8ae0a24b4e36bf21fc259e769b37_37) | | |

| 9B. | | | [Other Information](#i5f5a8ae0a24b4e36bf21fc259e769b37_160) | | | | | | | | | [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_160) | | |

| 11. | | | [Executive Compensation](#i5f5a8ae0a24b4e36bf21fc259e769b37_172) | | | | | | | | | [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_172) | | |

| [Signatures](#i5f5a8ae0a24b4e36bf21fc259e769b37_187) | | | | | | | | | | | | [135](#i5f5a8ae0a24b4e36bf21fc259e769b37_187) | | |

(□)

| 1. | | | [Business](#i40071d158dbf4c538fc6bcfb987a65d1_10) | | | | | | | | | [3](#i40071d158dbf4c538fc6bcfb987a65d1_10) | | |

| 2. | | | [Properties](#i40071d158dbf4c538fc6bcfb987a65d1_19) | | | | | | | | | [16](#i40071d158dbf4c538fc6bcfb987a65d1_19) | | |

| 6. | | | [Reserved](#i40071d158dbf4c538fc6bcfb987a65d1_34) | | | | | | | | | [25](#i40071d158dbf4c538fc6bcfb987a65d1_34) | | |

| 9B. | | | [Other Information](#i40071d158dbf4c538fc6bcfb987a65d1_166) | | | | | | | | | [119](#i40071d158dbf4c538fc6bcfb987a65d1_166) | | |

| 11. | | | [Executive Compensation](#i40071d158dbf4c538fc6bcfb987a65d1_175) | | | | | | | | | [119](#i40071d158dbf4c538fc6bcfb987a65d1_175) | | |

| [Signatures](#i40071d158dbf4c538fc6bcfb987a65d1_190) | | | | | | | | | | | | [124](#i40071d158dbf4c538fc6bcfb987a65d1_190) | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.13

CSX [removed: 2023] [added: 2024] Form 10-K p.14

The CISO is supported by a team that includes the SOC, which consists of the Deputy Chief Information Security Officer [added: ("Deputy CISO")] and other cybersecurity professionals as well as a team of third-party contractors.

CSX [removed: 2023] [added: 2024] Form 10-K p.15

The Deputy CISO has over 20 years of industry experience including federal cyber law enforcement.

At December [removed: 2023,] [added: 2024,] the breakdown of track miles was as follows:

| Single Mainline Track | | | [removed: 19,671] [added: 19,773] | | |

| Other Mainline Track | | | [removed: 5,652] [added: 5,649] | | |

| Terminals and Switching Yards | | | [removed: 9,270] [added: 9,227] | | |

| Passing Sidings and Turnouts | | | [removed: 896] [added: 890] | | |

The Company’s largest yards and terminals based on [removed: 2023] [added: 2024] volume (number of railcars or intermodal containers processed) are listed below.

| Bedford Park Intermodal Terminal (Chicago) | | | [removed: 926,845] [added: 899,537] | | |

| Cincinnati, OH | | | [removed: 644,478] [added: 624,644] | | |

| Fairburn, GA Intermodal Terminal (Atlanta) | | | [removed: 362,767] [added: 414,598] | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.16

CSX [removed: 2023] [added: 2024] Form 10-K p.17

][added: 2025.jpg](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-20241231_g2.jpg)]

CSX [removed: 2023] [added: 2024] Form 10-K p.18

As of December [removed: 2023,] [added: 2024,] CSXT owns or long-term leases more than 3,500 locomotives.

Of owned locomotives, approximately [removed: 68%] [added: 67%] were in active service as of December 31, [removed: 2023,] [added: 2024,] and the remainder were in storage to be utilized as needed.

As of December [removed: 2023,] [added: 2024,] CSXT’s fleet of owned or long-term leased locomotives consisted of the following types:

| Auxiliary Units | | | 175 | | | | | | 5 | | % | | | | [removed: 30] [added: 31] | | |

| Total Locomotives | | | [removed: 3,569] [added: 3,514] | | | | | | 100 | | % | | | | 25 | | |

Of total owned and long-term leased equipment, approximately [removed: 89%] [added: 90%] was in active service as of December 31, [removed: 2023,] [added: 2024,] and the remainder were in storage to be utilized as needed.

As of December [removed: 2023,] [added: 2024,] the Company’s owned and long-term leased equipment consisted of the following:

| Multi-level Flat Cars | | | [removed: 11,095] [added: 11,036] | | | | | | 24 | | % |

| Open-top Hoppers | | | [removed: 6,215] [added: 6,109] | | | | | | [removed: 13] [added: 15] | | % |

| Covered Hoppers | | | [removed: 6,088] [added: 5,506] | | | | | | [removed: 13] [added: 12] | | % |

| Box Cars | | | [removed: 3,059] [added: 2,318] | | | | | | [removed: 7] [added: 5] | | % |

| Flat Cars | | | [removed: 575] [added: 565] | | | | | | 1 | | % |

| Subtotal Freight Cars | | | [removed: 46,596] [added: 45,197] | | | | | | 100 | | % |

| Total Equipment | | | [removed: 65,826] [added: 64,104] | | | | | | | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.19

| Total | | | 35,539 | | |

| Waycross, GA | | | 915,159 | | |

| Nashville, TN | | | 687,659 | | |

| Selkirk, NY | | | 636,745 | | |

| Avon, IN (Indianapolis) | | | 617,602 | | |

| Walbridge, OH (Toledo) | | | 355,190 | | |

| Louisville, KY | | | 341,513 | | |

| Chicago, IL | | | 298,178 | | |

| Freight | | | 3,129 | | | | | | 89 | | % | | | | 23 | | |

| Switching | | | 210 | | | | | | 6 | | % | | | | 47 | | |

| Gondolas | | | 19,077 | | | | | | 42 | | % |

| Containers | | | 18,907 | | | | | | | | |

| Total | | | 35,489 | | |

| Waycross, GA | | | 930,651 | | |

| Nashville, TN | | | 645,352 | | |

| Selkirk, NY | | | 625,308 | | |

| Avon, IN (Indianapolis) | | | 597,169 | | |

| Walbridge, OH (Toledo) | | | 378,869 | | |

| Louisville, KY | | | 356,740 | | |

| Chicago, IL | | | 307,588 | | |

| Freight | | | 3,160 | | | | | | 89 | | % | | | | 23 | | |

| Switching | | | 234 | | | | | | 6 | | % | | | | 46 | | |

| Gondolas | | | 18,978 | | | | | | 41 | | % |

| Containers | | | 19,230 | | | | | | | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.20

| Joseph R. Hinrichs, [removed: 57] [added: 58] *President and Chief Executive Officer* | | | [added: Mr.] Hinrichs, a leader with more than 30 years of experience in the global automotive, manufacturing, and energy sectors, was named President and Chief Executive Officer in September 2022. [added: Mr.] Hinrichs previously worked at Ford Motor Company from 2000 to 2020, most recently serving as President of Ford's global automotive business. In that role, he led the company’s automotive operations, overseeing Ford’s global business units and the Ford and Lincoln brands. [removed: He] [added: Mr. Hinrichs] also led Ford’s automotive skill teams, overseeing product development, purchasing, manufacturing, labor affairs, marketing and sales, government affairs, information technology, sustainability, safety and environmental engineering. Other positions he held at Ford include President of Global Operations, President of the Americas, President of Asia Pacific and Africa, Chairman and CEO of Ford China, and Chairman & CEO of Ford Canada. Over the four years prior to joining CSX, [added: Mr.] Hinrichs also served in multiple advisory and board roles of various companies. | | |

| Sean R. Pelkey, [removed: 44] [added: 45] *Executive Vice President and Chief Financial Officer* | | | [added: Mr.] Pelkey was named Executive Vice President and Chief Financial Officer in January 2022. In this role, he [removed: guides] [added: is responsible for] all of the finance activities for the Company including accounting, financial planning, investor relations, procurement, tax and treasury. Prior to this role, [added: Mr.] Pelkey held the role of Vice President Finance & Treasury since 2017. Prior to 2017, he has held the positions of [removed: AVP] [added: Assistant Vice President of] Capital Markets and Director Performance Analysis. During his [removed: 18] [added: 19] years with CSX, Mr. Pelkey has held a variety of other roles, including [added: managerial roles in investor relations,] financial planning and technology finance. | | |

| Kevin S. Boone, [removed: 46] [added: 47] *Executive Vice President and Chief Commercial Officer* | | | [added: Mr.] Boone has served as Executive Vice President and Chief Commercial Officer since June 2021. In his current role, he is responsible for developing and implementing the Company's commercial strategy and oversees functions including sales, marketing, customer solutions, real estate and industrial development. Mr. Boone has more than 20 years of experience in finance, accounting, mergers and acquisitions, and transportation performance analysis. He joined CSX in September 2017 as Vice President of Corporate Affairs and Chief Investor Relations Officer and was later named Vice President, Marketing and Strategy leading research and data analysis to advance growth strategies for CSX. In May 2019 he was named Chief Financial Officer. 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. | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.21

| Michael A. Cory, [removed: 61] [added: 62] *Executive Vice President and Chief Operating Officer* | | | [added: Mr.] Cory was named Executive Vice President and Chief Operating Officer in September 2023. In this role, he is responsible for transportation, network operations including terminals, mechanical, engineering and labor relations. Mr. Cory is a seasoned railroad executive with approximately 40 years of operations experience, working at the Canadian National Railway Company ("CN") from 1981 to 2019. He served as Executive Vice President and Chief Operating Officer at CN. He also held positions including Vice President of Network Operations, Senior Vice President of Network Operations, Senior Vice President of the Eastern Region and Senior Vice President for the Western Region during his time at CN. After Mr. Cory's retirement from CN in 2019, he continued to provide transportation consulting services as well as serving as the President of Pacific National, Australia's largest private railroad, in 2021. | | |

| Stephen Fortune, [removed: 54] [added: 55] *Executive Vice President and Chief Digital and Technology Officer* | | | [added: Mr.] Fortune was named CSX's Executive Vice President and Chief Digital and Technology Officer in April 2022. In this role, he is responsible for leading the Company's technology strategy [removed: development] [added: development, supporting business growth through innovative digital solutions] and [added: overseeing] all aspects of CSX's information technology systems operations, including cybersecurity. Prior to joining CSX with nearly 20 years of information technology experience, [removed: he] [added: Mr. Fortune] spent 30 years at BP, most recently as Chief Information Officer of the global BP [removed: group.] [added: group and with earlier experience as a chemical and process engineer before moving into operations management.] | | |

| [removed: Nathan D. Goldman, 66 *Executive] [added: Michael S. Burns, 49 *Senior] Vice President and Chief Legal [removed: Officer*] [added: Officer, Corporate Secretary*] | | | [removed: Goldman has served] [added: Mr. Burns was named] as [removed: Executive] [added: the Senior] Vice [removed: President and] [added: President,] Chief Legal Officer, and Corporate [removed: Secretary of CSX since November 2017.] [added: Secretary, effective January 2, 2025.] In this role, he [removed: directs] [added: is responsible for] the [removed: Company’s] [added: Company's] legal [added: and regulatory] affairs, [removed: government relations,] risk management, public safety, environmental, and [added: internal] audit functions. During his [removed: 20] [added: 18] years with the Company, Mr. [removed: Goldman has previously] [added: Burns also] served as Vice [removed: President of Risk Compliance and] [added: President,] General [removed: Counsel] [added: Counsel,] and [removed: has overseen work] [added: Assistant Corporate Secretary as well as a variety of other legal roles. Prior to joining CSX, Mr. Burns worked] in [removed: compliance, risk management] [added: private practice with a focus on labor] and [removed: safety programs.] [added: employment law.] | | |

| Diana B. Sorfleet, [removed: 59] [added: 60] *Executive Vice President and Chief Administrative Officer* | | | [added: Ms.] Sorfleet was named Executive Vice President and Chief Administrative Officer in July 2018. In this role, [removed: her responsibilities include] [added: she is responsible for] human resources, people systems and analytics, total rewards, facilities and aviation. During her [removed: 12] [added: 13] years with the Company, Ms. Sorfleet [removed: has previously] [added: also had responsibility for technology and labor relations and, prior to her current role,] served as Chief Human Resources Officer. Prior to joining CSX, [removed: she worked in] [added: Ms. Sorfleet was Vice President of Diversity and Development at Exelon with 20 years of] human resources [removed: for 20 years.] [added: experience in various positions involving recruiting, employee relations, strategic planning and leadership development.] | | |

| Angela C. Williams, [removed: 49] [added: 50] *Vice President and Chief Accounting Officer* | | | [added: Ms.] Williams has served as Vice President and Chief Accounting Officer of CSX since March 2018. She is responsible for financial and regulatory reporting, freight billing and collections, payroll, accounts payable and various other accounting processes. During her [removed: 20] [added: 21] years with the Company, she [removed: previously] [added: also] served as Assistant Vice President - Assistant Controller and in other various accounting roles. With more than 25 years of experience, [added: Ms.] Williams held various accounting and auditing positions [added: at KPMG LLP and Winn-Dixie Stores, Inc.] prior to joining CSX. Ms. Williams is a Certified Public Accountant in the state of Florida. | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.22

| | | | | | |

A total of 5.4 billion shares of common stock are authorized, of which [removed: 1,958,427,685] [added: 1,900,189,590] shares were outstanding as of December 31, [removed: 2023.][added: 2024.]

At January 31, [removed: 2024,] [added: 2025,] the latest practicable date that is closest to the filing date, there were [removed: 21,547] [added: 20,567] common stock shareholders of record.

The weighted average of common shares outstanding, which was used in the calculation of diluted earnings per share, was [removed: 2,013] [added: 1,943] million as of December 31, [removed: 2023.][added: 2024 (see Note 2, *Earnings Per Share*).]

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

| [removed: 2023] [added: 2023] | | | [removed: $] [added: $] | [removed: 0.11] [added: 0.11] | | | | | [removed: $] [added: $] | [removed: 0.11] [added: 0.11] | | | | | [removed: $] [added: $] | [removed: 0.11] [added: 0.11] | | | | | [removed: $] [added: $] | [removed: 0.11] [added: 0.11] | | | | | [removed: $] [added: $] | [removed: 0.44] [added: 0.44] | |

CSX [removed: 2023] [added: 2024] Form 10-K p.23

The cumulative shareholder returns, assuming reinvestment of dividends, on $100 invested at December 31, [removed: 2018] [added: 2019] are illustrated on the graph below.

The Company references the Standard & Poor's 500 Stock Index (“S&P 500 ®”), and the Dow Jones U.S. Transportation Average [removed: Index,] [added: Index ("DJT"),] which provide comparisons to a broad-based market index and other companies in the transportation industry.

[removed: ![Item 5 -] [added: ![CSX] Stock [removed: Performance] Graph [removed: - 2023-v2.jpg](https://www.sec.gov/Archives/edgar/data/277948/000027794824000010/csx-20231231_g3.jpg)][added: 2024.jpg](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-20241231_g3.jpg)]

CSX [removed: 2023] [added: 2024] Form 10-K p.24

During [removed: November] [added: fourth quarter] 2023, the share repurchase program announced in July 2022 was completed and the Company began repurchasing shares under the $5 billion share repurchase program approved [removed: on] [added: in] October [removed: 17,] 2023.

Total repurchase authority remaining as of December 31, [removed: 2023] [added: 2024] was [removed: $4.8] [added: $2.6] billion.

Share repurchase activity of [removed: $581] [added: $992] million for the fourth quarter [removed: 2023 was as follows:][added: 2024 is shown in the table below.]

| 2024 | | | $ | 0.12 | | | | | $ | 0.12 | | | | | $ | 0.12 | | | | | $ | 0.12 | | | | | $ | 0.48 | |

Amounts exclude the impact of excise tax on net share repurchases imposed as part of the Inflation Reduction Act of 2022.

| Beginning Balance | | | | | | | | | | | | | | | | | | | | | $ | | | 3,578,784,545 | | |

| October 1 - October 31, 2024 | | | 8,928,889 | | | | | | $ | | | 33.77 | | | 8,928,889 | | | | | | | | | 3,277,276,394 | | |

| November 1 - November 30, 2024 | | | 4,196,033 | | | | | | | | | 34.85 | | | 4,196,033 | | | | | | | | | 3,131,027,408 | | |

| December 1 - December 31, 2024 | | | 16,409,163 | | | | | | | | | 33.19 | | | 16,409,163 | | | | | | | | | 2,586,389,217 | | |

| Ending Balance | | | 29,534,085 | | | | | | $ | | | 33.60 | | | 29,534,085 | | | | | | $ | | | 2,586,389,217 | | |

| 2022 | | | $ | 0.10 | | | | | $ | 0.10 | | | | | $ | 0.10 | | | | | $ | 0.10 | | | | | $ | 0.40 | |

| Beginning Balance | | | | | | | | | | | | | | | | | | | | | $ | | | 371,411,668 | | |

| October 1 - October 31, 2023 | | | 10,791,515 | | | | | | $ | | | 30.53 | | | 10,791,515 | | | | | | | | | 41,950,017 | | |

| November 1 - November 30, 2023 | | | 6,756,749 | | | | | | | | | 30.66 | | | 6,756,749 | | | | | | | | | 4,834,766,702 | | |

| December 1 - December 31, 2023 | | | 1,326,238 | | | | | | | | | 33.45 | | | 1,326,238 | | | | | | | | | 4,790,399,073 | | |

| Ending Balance | | | 18,874,502 | | | | | | $ | | | 30.78 | | | 18,874,502 | | | | | | $ | | | 4,790,399,073 | | |

CSX [removed: 2023] [added: 2024] Form 10-K p.25

| [removed: OPERATING ACTIVITIES] [added: Operating Activities] | | | | | | | | | | | | | | | | | | [added: | | |]

| Net Earnings | | | [removed: $] | [removed: 3,715] | | [added: $] | [added: 4,166] | | [removed: $] | [removed: 4,166] | | [added: *$*] | [added: *(52)*] | | [removed: $] | [removed: 3,781] | | [added: $ | 4,114 | |]

| [removed: Provided by Operating Activities:] [added: Operating Activities] | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Depreciation and Amortization | | | [removed: 1,611] [added: 795] | | | | | | [added: *4* | | | | | | 799 | | | | | | 1,194 | | | | | | *8* | | | | | | 1,202 | | | | | | 1,611 | | | | | | *(4)* | | | | | | 1,607 | | | | | |] 1,500 | | | | | | [removed: 1,420] [added: *2*] | | | [added: | | | 1,502 | | |]

| Deferred Income Taxes | | | [removed: 140] | | | [added: 117] | | | [removed: 117] | | | [added: *(17)*] | | | [removed: 167] | | | [added: 100 | | |]

| Other Operating Activities | | | [removed: (5)] | | | [added: (15)] | | | [removed: (17)] | | | [added: *(1)*] | | | [removed: 12] | | | [added: (16) | | |]

| [added: Changes in] Other Current Assets | | | [removed: (120)] | | | [added: (22)] | | | [removed: (22)] | | | [added: *(2)*] | | | [removed: (25)] | | | [added: (24) | | |]

| [added: Changes in] Income and Other Taxes Payable | | | [removed: 431] [added: 266] | | | | | | [removed: (39)] [added: *—*] | | | | | | [removed: 72] [added: 266] | | | [added: | | | 33 | | | | | | *—* | | | | | | 33 | | | | | | 267 | | | | | | *—* | | | | | | 267 | | | | | | 431 | | | | | | *(1)* | | | | | | 430 | | |]

| [added: Changes in] Other Current Liabilities | | | [removed: (221)] | | | [added: 113] | | | [removed: 113] | | | [added: *(25)*] | | | [removed: 139] | | | [added: 88 | | |]

| Net Cash Provided by Operating Activities | | | [removed: 5,549] | | | [added: 5,619] | | | [removed: 5,619] | | | [added: *(93)*] | | | [removed: 5,099] | | | [added: 5,526 | | |]

| [removed: INVESTING ACTIVITIES] [added: Investing Activities] | | | | | | | | | | | | | | | | | | [added: | | |]

| Property Additions | | | [removed: (2,281)] | | | [added: (2,133)] | | | [removed: (2,133)] | | | [added: *20*] | | | [removed: (1,791)] | | | [added: (2,113) | | |]

| Proceeds and Advances from Property Dispositions | | | [removed: 52] | | | [added: 246] | | | [removed: 246] | | | [added: *48*] | | | [removed: 529] | | | [added: 294 | | |]

| [removed: Other Investing Activities] [added: Investing Activities] | | | [removed: (76)] | | | | | | [removed: 33] | | | | | | [removed: (4)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net Cash Used in Investing Activities | | | [removed: (2,287)] | | | [added: (2,131)] | | | [removed: (2,131)] | | | [added: *68*] | | | [removed: (1,877)] | | | [added: (2,063) | | |]

| Other [removed: Financing] [added: Operating] Activities | | | [removed: 50] [added: (31)] | | | | | | [removed: —] [added: *(4)*] | | | | | | [removed: 39] [added: (35)] | | | [added: | | | 23 | | | | | | *(5)* | | | | | | 18 | | | | | | 69 | | | | | | *(2)* | | | | | | 67 | | | | | | (5) | | | | | | *(2)* | | | | | | (7) | | |]

| Net Decrease in Cash and Cash Equivalents [added: *(a)*] | | | [removed: (605)] | | | [added: (281)] | | | [removed: (281)] | | | [added: *(25)*] | | | [removed: (890)] | | | [added: (306) | | |]

| [removed: CASH AND CASH EQUIVALENTS] [added: Cash and Cash Equivalents] | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and Cash Equivalents at Beginning of Period | | | [removed: 1,958] | | | [added: 2,239] | | | [removed: 2,239] | | | [added: *—*] | | | [removed: 3,129] | | | [added: 2,239 | | |]

| [removed: Cash] [added: Cash] and Cash Equivalents at End of [removed: Period] [added: Period] | | | [removed: $] | [removed: 1,353] | | [added: $] | [added: 1,958] | | [removed: $] | [removed: 1,958] | | [added: *$*] | [added: *(25)*] | | [removed: $] | [removed: 2,239] | | [added: $ | 1,933 | |]

[removed: CONSOLIDATED STATEMENTS OF CHANGES][added: Consolidated Statements of Changes in Shareholders' Equity]

[removed: IN SHAREHOLDERS’ EQUITY][added: | Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: Common Shares Outstanding *(Thousands)*] [added: Total Shareholders' Equity] | | | [removed: Common Stock and] [added: Retained Earnings | | | Accumulated] Other [removed: Capital] [added: Comprehensive Loss] | | | | | | [removed: Retained Earnings] [added: *Total Shareholders' Equity*] | | | [removed: Accumulated Other Comprehensive (Loss) Income(a)] [added: *Retained Earnings*] | | | [removed: Non- controlling Minority Interest] [added: *Accumulated Other Comprehensive Loss*] | | | [added: | | |] Total Shareholders' Equity | | | [added: Retained Earnings | | | Accumulated Other Comprehensive Loss | | |]

| [added: Total] Comprehensive [removed: Earnings:] [added: Earnings] | | | [added: 3,791] | | | | | | | | | | | | [added: *8*] | | | | | | | | | [added: | | | 3,799 | | | | | | | | |]

| Net Earnings | | | [removed: —] | | | [removed: | | | —] [added: $] | [added: 893] | | [removed: 3,781] | | | [removed: —] [added: *$*] | [added: *(13)*] | | [removed: —] | | | [removed: 3,781] [added: $] | [added: 880] | |

| Other Comprehensive Income [removed: (Note 16)] | | | [added: 20 | | |] — | | | [added: 20] | | | [removed: —] | | | [removed: —] [added: *(54)*] | | | [removed: 190] [added: *—*] | | | [removed: —] [added: *(54)*] | | | [removed: 190] | | | [added: (34) | | | — | | | (34) | | |]

| Total Comprehensive Earnings | | | [added: 989] | | | | | | | | | | | | [added: *(13)*] | | | | | | [removed: 3,971] | | | [added: | | | 976 | | | | | | | | |]

| [removed: December] [added: Balance December] 31, 2021 | | | [removed: 2,201,787] [added: $] | [added: 13,500] | | [added: $] | [added: 11,630] | | [removed: 2,268] [added: $] | [added: (408)] | | [removed: 11,630] | | | [removed: (408)] [added: *$*] | [added: *(49)*] | | [removed: 10] [added: *$*] | [added: *(81)*] | | [removed: 13,500] [added: *$*] | [added: *32*] | | [added: | | | $ | 13,451 | | $ | 11,549 | | $ | (376) | |]

| Net Earnings | | | [removed: —] [added: 4,166] | | | [added: 4,166] | | | — | | | [removed: 4,166] | | | [removed: —] [added: *(52)*] | | | [removed: —] [added: *(52)*] | | | [removed: 4,166] [added: *—*] | | | [added: | | | 4,114 | | | 4,114 | | | — | | |]

| Other Comprehensive Income [removed: (Note 16)] | | | [added: 76 | | |] — | | | [added: 76] | | | [removed: —] | | | [removed: —] [added: *55*] | | | [removed: 20] [added: *—*] | | | [removed: —] [added: *55*] | | | [removed: 20] | | | [added: 131 | | | — | | | 131 | | |]

| Total Comprehensive Earnings | | | [added: 4,186] | | | | | | | | | | | | [added: *(106)*] | | | | | | [removed: 4,186] | | | [added: | | | 4,080 | | | | | | | | |]

| Net Earnings | | | [removed: —] [added: 3,715] | | | [added: 3,715] | | | — | | | [removed: 3,715] | | | [removed: —] [added: *(47)*] | | | [removed: —] [added: *(47)*] | | | [removed: 3,715] [added: *—*] | | | [added: | | | 3,668 | | | 3,668 | | | — | | |]

| [added: Total] Other Comprehensive Income [removed: (Note 16)] | | | [removed: —] | | | [added: 76] | | | [removed: —] | | | [removed: —] [added: *55*] | | | [removed: 76] | | | [removed: —] [added: 131] | | | [removed: 76] | | | [added: 20 | | | | | | *(54)* | | | | | | (34) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Total Comprehensive Earnings | | | [added: 992] | | | | | | | | | | | | [added: *(12)*] | | | | | | [removed: 3,791] | | | [added: | | | 980 | | | | | | | | |]

| Excise Tax on Net Share Repurchases | | | — | | | [added: —] | | | — | | | [removed: (33)] | | | [removed: —] [added: *(10)*] | | | [added: *(10)* | | |] — | | | [removed: (33)] | | | [added: (10) | | | (10) | | | — | | |]

NOTE [removed: 1.][added: 20.]

[added: |] Cash and Cash Equivalents [added: | | | | | | | | | | | | | | | | | | | | |]

NOTE [removed: 2.][added: 20.]

| Net Earnings Per Share, Basic | | | [added: $ | 0.97 | | | | | *$* | *(0.01)* | | | | |] $ | [removed: 1.85] [added: 0.96] | | | | | $ | [removed: 1.95] [added: 1.40] | | | | | [added: *$* | *(0.02)* | | | | | $ | 1.38 | | | | |] $ | [removed: 1.68] [added: 1.85] | | [added: | | | *$* | *(0.02)* | | | | | $ | 1.83 | | | | | $ | 1.95 | | | | | *$* | *(0.02)* | | | | | $ | 1.93 | |]