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Cover and table of contents

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, 2023

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_BLUE_RGB_JPG.jpg

CSX CORPORATION

(Exact name of registrant as specified in its charter)
Virginia62-1051971
(State or other jurisdiction of incorporation or organization)(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 2,006,330,057 shares of common stock outstanding on June 30, 2023 (the latest practicable date that is closest to the filing date).

CSX Q2 2023 Form 10-Q p.1

CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

INDEX

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements3
Consolidated Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2023 and June 30, 20223
Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2023 and June 30, 20223
Consolidated Balance Sheets - At June 30, 2023 (Unaudited) and December 31, 20224
Consolidated Cash Flow Statements (Unaudited) - Six Months Ended June 30, 2023 and June 30, 20225
Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - Quarters and Six Months Ended June 30, 2023 and June 30, 20226
Notes to Consolidated Financial Statements (Unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures about Market Risk37
Item 4.Controls and Procedures37
PART II.OTHER INFORMATION
Item 1.Legal Proceedings38
Item 1A.Risk Factors38
Item 2.CSX Purchases of Equity Securities38
Item 3.Defaults Upon Senior Securities38
Item 4.Mine Safety Disclosures38
Item 5.Other Information38
Item 6.Exhibits39
Signature40

CSX Q2 2023 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
2023202220232022
Revenue$3,699$3,815$7,405$7,228
Expense
Labor and Fringe7416841,4641,376
Purchased Services and Other6846471,3721,322
Depreciation and Amortization402369795729
Fuel312446676777
Equipment and Other Rents9095172195
Gains on Property Dispositions(12)(129)(20)(156)
Total Expense2,2172,1124,4594,243
Operating Income1,4821,7032,9462,985
Interest Expense(201)(171)(402)(350)
Other Income - Net31267252
Earnings Before Income Taxes1,3121,5582,6162,687
Income Tax Expense(316)(380)(633)(650)
Net Earnings$996$1,178$1,983$2,037
Per Common Share (Note 2)
Net Earnings Per Share, Basic$0.49$0.55$0.97$0.94
Net Earnings Per Share, Assuming Dilution$0.49$0.54$0.97$0.94
Average Shares Outstanding (In millions)2,0202,1582,0372,173
Average Shares Outstanding, Assuming Dilution (In millions)2,0252,1632,0422,178

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in millions)

Second QuartersSix Months
2023202220232022
Total Comprehensive Earnings (Note 10)$992$1,217$1,981$2,107

See accompanying notes to consolidated financial statements.

CSX Q2 2023 Form 10-Q p.3

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(Unaudited)
June 30, 2023December 31, 2022
ASSETS
Current Assets:
Cash and Cash Equivalents$956$1,958
Short-term Investments78129
Accounts Receivable - Net (Note 8)1,3271,313
Materials and Supplies427341
Other Current Assets123108
Total Current Assets2,9113,849
Properties48,97048,105
Accumulated Depreciation(14,493)(13,863)
Properties - Net34,47734,242
Investment in Affiliates and Other Companies2,3382,292
Right-of-Use Lease Asset495505
Goodwill and Other Intangible Assets - Net511502
Other Long-term Assets485522
Total Assets$41,217$41,912
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,120$1,130
Labor and Fringe Benefits Payable444707
Casualty, Environmental and Other Reserves (Note 4)138144
Current Maturities of Long-term Debt (Note 7)10151
Income and Other Taxes Payable136111
Other Current Liabilities207228
Total Current Liabilities2,0552,471
Casualty, Environmental and Other Reserves (Note 4)299292
Long-term Debt (Note 7)17,89817,896
Deferred Income Taxes - Net7,6627,569
Long-term Lease Liability485488
Other Long-term Liabilities544571
Total Liabilities28,94329,287
Shareholders' Equity:
Common Stock, $1 Par Value2,0062,066
Other Capital624574
Retained Earnings10,03010,363
Accumulated Other Comprehensive Loss (Note 10)(390)(388)
Non-controlling Minority Interest410
Total Shareholders' Equity12,27412,625
Total Liabilities and Shareholders' Equity$41,217$41,912

See accompanying notes to consolidated financial statements.

CSX Q2 2023 Form 10-Q p.4

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in millions)

Six Months
20232022
OPERATING ACTIVITIES
Net Earnings$1,983$2,037
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization795729
Deferred Income Taxes78106
Gains on Property Dispositions(20)(156)
Other Operating Activities23(14)
Changes in Operating Assets and Liabilities:
Accounts Receivable8(198)
Other Current Assets(105)(71)
Accounts Payable(20)61
Income and Other Taxes Payable3343
Other Current Liabilities(292)(7)
Net Cash Provided by Operating Activities2,4832,530
INVESTING ACTIVITIES
Property Additions(1,015)(811)
Purchases of Short-term Investments(102)(19)
Proceeds from Sales of Short-term Investments1539
Proceeds and Advances from Property Dispositions3529
Business Acquisition, Net of Cash Acquired(31)(208)
Other Investing Activities(20)(19)
Net Cash Used In Investing Activities(980)(1,019)
FINANCING ACTIVITIES
Long-term Debt Repaid (Note 7)(146)(93)
Dividends Paid(448)(433)
Shares Repurchased(1,930)(2,515)
Other Financing Activities1915
Net Cash Used in Financing Activities(2,505)(3,026)
Net Decrease in Cash and Cash Equivalents(1,002)(1,515)
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period1,9582,239
Cash and Cash Equivalents at End of Period$956$724
SUPPLEMENTAL CASH FLOW INFORMATION
Issuance of Common Stock as Consideration for Acquisition$—$422

See accompanying notes to consolidated financial statements.

CSX Q2 2023 Form 10-Q p.5

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in millions)

Six Months 2023Common Shares Outstanding (Thousands)Common Stock and Other CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)****(a)Non-controlling Minority InterestTotal Shareholders' Equity
Balance December 31, 20222,066,367$2,640$10,363$(388)$10$12,625
Comprehensive Earnings:
Net Earnings——987——987
Other Comprehensive Income———2—2
Total Comprehensive Earnings989
Common stock dividends, $0.11 per share——(226)——(226)
Share Repurchases(35,157)(35)(1,032)——(1,067)
Stock Option Exercises and Other1,86515——(2)13
Balance March 31, 20232,033,075$2,620$10,092$(386)$8$12,334
Comprehensive Earnings:
Net Earnings——996——996
Other Comprehensive Income———(4)—(4)
Total Comprehensive Earnings992
Common stock dividends, $0.11 per share——(222)——(222)
Share Repurchases(27,434)(28)(835)——(863)
Stock Option Exercises and Other71238(1)—(4)33
Balance June 30, 20232,006,353$2,630$10,030$(390)$4$12,274

(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $121 million and $107 million as of first and second quarters 2023, respectively. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q2 2023 Form 10-Q p.6

CSX CORPORATION

Next: Item 1. FINANCIAL STATEMENTS