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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 September 30, 2024

(☐) 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 CORPORATION


(Exact name of registrant as specified in its charter)
Virginia						62-1051971
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

500 Water Street	15th Floor	Jacksonville	FL		32202	904	359-3200
(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 class				Trading Symbol(s)		Name of exchange on which registered
Common Stock, $1 Par Value				CSX		Nasdaq 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 1,928,419,153 shares of common stock outstanding on September 30, 2024 (the latest practicable date that is closest to the filing date).

CSX Q3 2024 Form 10-Q p.1

CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

INDEX


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3

	Consolidated Income Statements (Unaudited) - Quarters and Nine Months Ended September 30, 2024 and September 30, 2023	3

	Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Nine Months Ended September 30, 2024 and September 30, 2023	3

	Consolidated Balance Sheets (Unaudited) - At September 30, 2024 and December 31, 2023	4

	Consolidated Cash Flow Statements (Unaudited) - Nine Months Ended September 30, 2024 and September 30, 2023	5

	Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - Quarters and Nine Months Ended September 30, 2024 and September 30, 2023	6

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48

Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	CSX Purchases of Equity Securities	49

Item 3.	Defaults Upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	50

Item 6.	Exhibits	51

Signature		52

CSX Q3 2024 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)


	Third Quarters				Nine Months
	2024		2023 (a)		2024 (a)		2023 (a)

Revenue	$	3,619	$	3,572	$	11,001	$	10,977
Expense
Labor and Fringe	806		761		2,377		2,238
Purchased Services and Other	675		700		2,095		2,088
Depreciation and Amortization	416		403		1,236		1,202
Fuel	276		349		902		1,025
Equipment and Other Rents	91		94		260		266
Losses (Gains) on Property Dispositions	1		(6)		(8)		(26)
Total Expense	2,265		2,301		6,862		6,793

Operating Income	1,354		1,271		4,139		4,184

Interest Expense	(206)		(203)		(625)		(605)
Other Income - Net	36		34		105		106
Earnings Before Income Taxes	1,184		1,102		3,619		3,685

Income Tax Expense	(290)		(274)		(882)		(899)
Net Earnings	$	894	$	828	$	2,737	$	2,786

Per Common Share (Note 2)
Net Earnings Per Share, Basic	$	0.46	$	0.42	$	1.41	$	1.38
Net Earnings Per Share, Assuming Dilution	$	0.46	$	0.41	$	1.40	$	1.37


Average Shares Outstanding (In Millions)	1,936		1,994		1,946		2,022
Average Shares Outstanding, Assuming Dilution (In Millions)	1,940		1,999		1,950		2,027

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in Millions)


	Third Quarters				Nine Months
	2024		2023 (a)		2024 (a)		2023 (a)
Total Comprehensive Earnings (Note 10)	$	895	$	846	$	2,747	$	2,802

(a) See Note 11, Revision of Prior Period Financial Statements.

See accompanying notes to consolidated financial statements.

CSX Q3 2024 Form 10-Q p.3

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in Millions)



	September 30, 2024		December 31, 2023 (a)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,644	$	1,353
Short-term Investments (Note 9)	12		83
Accounts Receivable - Net (Note 8)	1,413		1,393
Materials and Supplies	415		440

Other Current Assets	93		90
Total Current Assets	3,577		3,359

Properties	51,503		50,281
Accumulated Depreciation	(16,333)		(15,560)
Properties - Net	35,170		34,721

Investment in Affiliates and Other Companies	2,485		2,397
Right-of-Use Lease Asset	498		498
Goodwill and Other Intangible Assets - Net	544		506
Other Long-term Assets	795		731
Total Assets	$	43,069	$	42,212

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	1,301	$	1,237
Labor and Fringe Benefits Payable	470		517
Casualty, Environmental and Other Reserves (Note 4)	147		144

Current Maturities of Long-term Debt (Note 7)	6		558
Income and Other Taxes Payable	379		524
Other Current Liabilities	266		243
Total Current Liabilities	2,569		3,223

Casualty, Environmental and Other Reserves (Note 4)	309		296
Long-term Debt (Note 7)	18,535		17,975
Deferred Income Taxes - Net	7,721		7,699
Long-term Lease Liability	494		491
Other Long-term Liabilities	505		543
Total Liabilities	30,133		30,227

Shareholders' Equity:
Common Stock, $1 Par Value	1,928		1,959
Other Capital	815		691
Retained Earnings	10,457		9,609
Accumulated Other Comprehensive Loss (Note 10)	(269)		(279)
Non-controlling Minority Interest	5		5
Total Shareholders' Equity	12,936		11,985
Total Liabilities and Shareholders' Equity	$	43,069	$	42,212

(a) See Note 11, Revision of Prior Period Financial Statements.

See accompanying notes to consolidated financial statements.

CSX Q3 2024 Form 10-Q p.4

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in Millions)


	Nine Months
	2024 (a)		2023 (a)

OPERATING ACTIVITIES
Net Earnings	$	2,737	$	2,786
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization	1,236		1,202
Deferred Income Taxes	19		97
Gains on Property Dispositions	(8)		(26)




Other Operating Activities	(35)		67
Changes in Operating Assets and Liabilities:
Accounts Receivable	7		(65)
Other Current Assets	27		(84)
Accounts Payable	57		52
Income and Other Taxes Payable	(148)		267
Other Current Liabilities	(33)		(271)
Net Cash Provided by Operating Activities	3,859		4,025

INVESTING ACTIVITIES
Property Additions	(1,691)		(1,571)
Purchases of Short-term Investments	—		(103)
Proceeds from Sales of Short-term Investments	81		153
Proceeds and Advances from Property Dispositions	50		65
Business Acquisition, Net of Cash Acquired	(68)		(31)
Other Investing Activities	(94)		(19)
Net Cash Used In Investing Activities	(1,722)		(1,506)

FINANCING ACTIVITIES
Shares Repurchased	(1,212)		(2,901)
Dividends Paid	(700)		(666)
Long-term Debt Repaid (Note 7)	(556)		(150)
Long-term Debt Issued (Note 7)	550		600


Other Financing Activities	72		25
Net Cash Used in Financing Activities	(1,846)		(3,092)

Net Increase (Decrease) in Cash and Cash Equivalents	291		(573)

CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period	1,353		1,933
Cash and Cash Equivalents at End of Period	$	1,644	$	1,360

(a) See Note 11, Revision of Prior Period Financial Statements.

See accompanying notes to consolidated financial statements.

CSX Q3 2024 Form 10-Q p.5

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in Millions)


Nine Months 2024	Common Shares Outstanding (Thousands)	Common Stock and Other Capital		Retained Earnings (a)		Accumulated Other Comprehensive (Loss) Income(a,b)		Non-controlling Minority Interest		Total Shareholders' Equity (a)

Balance December 31, 2023	1,958,757	$	2,650	$	9,609	$	(279)	$	5	$	11,985
Comprehensive Earnings:
Net Earnings	—	—		880		—		—		880
Other Comprehensive Income	—	—		—		6		—		6
Total Comprehensive Earnings										886

Common stock dividends, $0.12 per share	—	—		(235)		—		—		(235)
Share Repurchases	(6,789)	(7)		(240)		—		—		(247)
Excise Tax on Net Share Repurchases	—	—		(1)		—		—		(1)
Stock Option Exercises and Other	2,961	55		(2)		—		—		53
Balance March 31, 2024	1,954,929	$	2,698	$	10,011	$	(273)	$	5	$	12,441
Comprehensive Earnings:
Net Earnings	—	—		963		—		—		963
Other Comprehensive Income	—	—		—		3		—		3
Total Comprehensive Earnings										966

Common stock dividends, $0.12 per share	—	—		(233)		—		—		(233)
Share Repurchases	(16,308)	(16)		(547)		—		—		(563)
Excise Tax on Net Share Repurchases				(6)						(6)
Stock Option Exercises and Other	124	15		1		—		(1)		15
Balance June 30, 2024	1,938,745	$	2,697	$	10,189	$	(270)	$	4	$	12,620
Comprehensive Earnings:
Net Earnings	—	—		894		—		—		894
Other Comprehensive Income	—	—		—		1		—		1
Total Comprehensive Earnings										895

Common stock dividends, $0.12 per share	—	—		(232)		—		—		(232)
Share Repurchases	(11,925)	(12)		(390)		—		—		(402)
Excise Tax on Net Share Repurchases	—	—		(4)		—		—		(4)

Stock Option Exercises and Other	1,603	58		—		—		1		59
Balance September 30, 2024	1,928,423	$	2,743	$	10,457	$	(269)	$	5	$	12,936

(a) See Note 11, Revision of Prior Period Financial Statements.

(b) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $74 million as of December 31, 2023, $72 million as of March 31, 2024, $72 million as of June 30, 2024 and $71 million as of September 30, 2024. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q3 2024 Form 10-Q p.6

CSX CORPORATION

Next: Item 1. FINANCIAL STATEMENTS