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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(☒) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

(☐) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-8022

csx-20220630_g1.jpg

CSX CORPORATION

(Exact name of registrant as specified in its charter)
Virginia62-1051971
(I.R.S. Employer Identification No.)
500 Water Street15th FloorJacksonvilleFL32202904359-3200
(Address of principal executive offices)(Zip Code)(Telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $1 Par ValueCSXNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes (X) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Exchange Act Rule 12b-2).

Large Accelerated Filer (X) Accelerated Filer ( ) Non-accelerated Filer ( ) Smaller Reporting Company (☐) Emerging growth company (☐)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ( )

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (☐) No (X)

There were 2,141,241,136 shares of common stock outstanding on June 30, 2022 (the latest practicable date that is closest to the filing date).

CSX Q2 2022 Form 10-Q p.1

CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

INDEX

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements3
Consolidated Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2022 and June 30, 20213
Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2022 and June 30, 20213
Consolidated Balance Sheets - At June 30, 2022 (Unaudited) and December 31, 20214
Consolidated Cash Flow Statements (Unaudited) - Six Months Ended June 30, 2022 and June 30, 20215
Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - Quarters and Six Months Ended June 30, 2022 and June 30, 20216
Notes to Consolidated Financial Statements (Unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations31
Item 3.Quantitative and Qualitative Disclosures about Market Risk45
Item 4.Controls and Procedures45
PART II.OTHER INFORMATION
Item 1.Legal Proceedings46
Item 1A.Risk Factors46
Item 2.CSX Purchases of Equity Securities46
Item 3.Defaults upon Senior Securities46
Item 4.Mine Safety Disclosures46
Item 5.Other Information46
Item 6.Exhibits47
Signature48

CSX Q2 2022 Form 10-Q p.2

CSX CORPORATION

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS (Unaudited)

(Dollars in millions, except per share amounts)

Second QuartersSix Months
2022202120222021
Revenue$3,815$2,990$7,228$5,803
Expense
Labor and Fringe6845961,3761,216
Purchased Services and Other6474411,322913
Fuel446194777384
Depreciation and Amortization369348729693
Equipment and Other Rents9587195175
Gains on Property Dispositions(129)(367)(156)(370)
Total Expense2,1121,2994,2433,011
Operating Income1,7031,6912,9852,792
Interest Expense(171)(181)(350)(365)
Other Income - Net26205240
Earnings Before Income Taxes1,5581,5302,6872,467
Income Tax Expense(380)(357)(650)(588)
Net Earnings$1,178$1,173$2,037$1,879
Per Common Share (Note 2)
Net Earnings Per Share, Basic$0.55$0.52$0.94$0.83
Net Earnings Per Share, Assuming Dilution$0.54$0.52$0.94$0.82
Average Shares Outstanding (In millions)2,1582,2702,1732,276
Average Shares Outstanding, Assuming Dilution (In millions)2,1632,2752,1782,281

Beginning third quarter 2021, the Company changed the name of Materials, Supplies and Other expense to Purchased Services and Other, which better describes the composition of this expense amount. This change in naming convention does not impact previously reported results.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in millions)

Second QuartersSix Months
2022202120222021
Total Comprehensive Earnings (Note 10)$1,217$1,152$2,107$1,926

See accompanying notes to consolidated financial statements.

CSX Q2 2022 Form 10-Q p.3

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(Unaudited)
June 30, 2022December 31, 2021
ASSETS
Current Assets:
Cash and Cash Equivalents$724$2,239
Short-term Investments8877
Accounts Receivable - Net (Note 8)1,4891,148
Materials and Supplies379339
Other Current Assets10470
Total Current Assets2,7843,873
Properties47,44646,505
Accumulated Depreciation(13,802)(13,490)
Properties - Net33,64433,015
Investment in Affiliates and Other Companies2,2522,099
Right-of-Use Lease Asset489501
Goodwill and Other Intangible Assets - Net557451
Other Long-term Assets640592
Total Assets$40,366$40,531
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,055$963
Labor and Fringe Benefits Payable615630
Casualty, Environmental and Other Reserves (Note 4)113118
Current Maturities of Long-term Debt (Note 7)236181
Income and Other Taxes Payable177134
Other Current Liabilities197207
Total Current Liabilities2,3932,233
Casualty, Environmental and Other Reserves (Note 4)290250
Long-term Debt (Note 7)15,97416,185
Deferred Income Taxes - Net7,5927,383
Long-term Lease Liability473478
Other Long-term Liabilities503502
Total Liabilities27,22527,031
Shareholders' Equity:
Common Stock, $1 Par Value2,1412,202
Other Capital53466
Retained Earnings10,79411,630
Accumulated Other Comprehensive Loss (Note 10)(338)(408)
Non-controlling Minority Interest1010
Total Shareholders' Equity13,14113,500
Total Liabilities and Shareholders' Equity$40,366$40,531

See accompanying notes to consolidated financial statements.

CSX Q2 2022 Form 10-Q p.4

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in millions)

Six Months
20222021
OPERATING ACTIVITIES
Net Earnings$2,037$1,879
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization729693
Deferred Income Taxes10666
Gains on Property Dispositions(156)(370)
Other Operating Activities(14)28
Changes in Operating Assets and Liabilities:
Accounts Receivable(198)(127)
Other Current Assets(71)(4)
Accounts Payable6173
Income and Other Taxes Payable43181
Other Current Liabilities(7)(20)
Net Cash Provided by Operating Activities2,5302,399
INVESTING ACTIVITIES
Property Additions(811)(754)
Purchases of Short-term Investments(19)—
Proceeds from Sales of Short-term Investments91
Proceeds and Advances from Property Dispositions29227
Business Acquisition, Net of Cash Acquired(208)—
Other Investing Activities(19)(1)
Net Cash Used In Investing Activities(1,019)(527)
FINANCING ACTIVITIES
Long-term Debt Repaid (Note 7)(93)(360)
Dividends Paid(433)(425)
Shares Repurchased(2,515)(1,252)
Other Financing Activities1522
Net Cash Used in Financing Activities(3,026)(2,015)
Net Decrease in Cash and Cash Equivalents(1,515)(143)
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period2,2393,129
Cash and Cash Equivalents at End of Period$724$2,986
SUPPLEMENTAL CASH FLOW INFORMATION
Issuance of common stock as consideration for acquisition$422$—

See accompanying notes to consolidated financial statements.

CSX Q2 2022 Form 10-Q p.5

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in millions)

Six Months 2022Common Shares Outstanding (Thousands)Common Stock and Other CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)****(a)Non-controlling Minority InterestTotal Shareholders' Equity
Balance December 31, 20212,201,787$2,268$11,630$(408)$10$13,500
Comprehensive Earnings:
Net Earnings——859——859
Other Comprehensive Income———31—31
Total Comprehensive Earnings890
Common stock dividends, $0.10 per share——(218)——(218)
Share Repurchases(29,365)(29)(987)——(1,016)
Stock Option Exercises and Other1,83138—139
Balance March 31, 20222,174,253$2,277$11,284$(377)$11$13,195
Comprehensive Earnings:
Net Earnings—1,178——1,178
Other Comprehensive Income——39—39
Total Comprehensive Earnings1,217
Common stock dividends, $0.10 per share——(215)——(215)
Share Repurchases(46,508)(47)(1,452)——(1,499)
Issuance of common stock for acquisition of Pan Am Systems, Inc.13,173422——422
Stock Option Exercises and Other31423(1)—(1)21
Balance June 30, 20222,141,232$2,675$10,794$(338)$10$13,141

(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $99 million and $88 million as of first and second quarters 2022, respectively. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q2 2022 Form 10-Q p.6

CSX CORPORATION

Next: Item 1. FINANCIAL STATEMENTS