10-Q 1 csx-20240630.htm 10-Q csx-20240630
000027794812/312024Q2falsexbrli:sharesiso4217:USDiso4217:USDxbrli:sharesutr:micsx:statexbrli:purecsx:claimcsx:sitecsx:entitycsx:partycsx:defendantcsx:swap00002779482024-01-012024-06-3000002779482024-06-3000002779482024-04-012024-06-3000002779482023-04-012023-06-3000002779482023-01-012023-06-3000002779482023-12-3100002779482022-12-3100002779482023-06-300000277948us-gaap:CommonStockMember2023-12-310000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-12-310000277948us-gaap:RetainedEarningsMember2023-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000277948us-gaap:NoncontrollingInterestMember2023-12-310000277948us-gaap:RetainedEarningsMember2024-01-012024-03-3100002779482024-01-012024-03-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310000277948us-gaap:CommonStockMember2024-01-012024-03-310000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-01-012024-03-310000277948us-gaap:CommonStockMember2024-03-310000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-03-310000277948us-gaap:RetainedEarningsMember2024-03-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310000277948us-gaap:NoncontrollingInterestMember2024-03-3100002779482024-03-310000277948us-gaap:RetainedEarningsMember2024-04-012024-06-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300000277948us-gaap:CommonStockMember2024-04-012024-06-300000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-04-012024-06-300000277948us-gaap:NoncontrollingInterestMember2024-04-012024-06-300000277948us-gaap:CommonStockMember2024-06-300000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2024-06-300000277948us-gaap:RetainedEarningsMember2024-06-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300000277948us-gaap:NoncontrollingInterestMember2024-06-300000277948us-gaap:CommonStockMember2022-12-310000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2022-12-310000277948us-gaap:RetainedEarningsMember2022-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000277948us-gaap:NoncontrollingInterestMember2022-12-310000277948us-gaap:RetainedEarningsMember2023-01-012023-03-3100002779482023-01-012023-03-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310000277948us-gaap:CommonStockMember2023-01-012023-03-310000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-01-012023-03-310000277948us-gaap:NoncontrollingInterestMember2023-01-012023-03-310000277948us-gaap:CommonStockMember2023-03-310000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-03-310000277948us-gaap:RetainedEarningsMember2023-03-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310000277948us-gaap:NoncontrollingInterestMember2023-03-3100002779482023-03-310000277948us-gaap:RetainedEarningsMember2023-04-012023-06-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300000277948us-gaap:CommonStockMember2023-04-012023-06-300000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-04-012023-06-300000277948us-gaap:NoncontrollingInterestMember2023-04-012023-06-300000277948us-gaap:CommonStockMember2023-06-300000277948us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember2023-06-300000277948us-gaap:RetainedEarningsMember2023-06-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000277948us-gaap:NoncontrollingInterestMember2023-06-300000277948us-gaap:EmployeeStockOptionMember2024-04-012024-06-300000277948us-gaap:EmployeeStockOptionMember2023-04-012023-06-300000277948us-gaap:EmployeeStockOptionMember2024-01-012024-06-300000277948us-gaap:EmployeeStockOptionMember2023-01-012023-06-300000277948csx:ShareRepurchaseProgramOctober2023Member2023-10-310000277948csx:ShareRepurchaseProgramOctober2023Member2024-06-3000002779482024-02-012024-02-290000277948us-gaap:RestrictedStockUnitsRSUMember2024-04-012024-06-300000277948us-gaap:RestrictedStockUnitsRSUMember2023-04-012023-06-300000277948us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-06-300000277948us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-300000277948us-gaap:EmployeeStockOptionMember2024-04-012024-06-300000277948us-gaap:EmployeeStockOptionMember2023-04-012023-06-300000277948us-gaap:EmployeeStockOptionMember2024-01-012024-06-300000277948us-gaap:EmployeeStockOptionMember2023-01-012023-06-300000277948us-gaap:EmployeeStockMember2024-04-012024-06-300000277948us-gaap:EmployeeStockMember2023-04-012023-06-300000277948us-gaap:EmployeeStockMember2024-01-012024-06-300000277948us-gaap:EmployeeStockMember2023-01-012023-06-300000277948us-gaap:PerformanceSharesMember2024-04-012024-06-300000277948us-gaap:PerformanceSharesMember2023-04-012023-06-300000277948us-gaap:PerformanceSharesMember2024-01-012024-06-300000277948us-gaap:PerformanceSharesMember2023-01-012023-06-300000277948csx:StockAwardsDirectorsMember2024-04-012024-06-300000277948csx:StockAwardsDirectorsMember2023-04-012023-06-300000277948csx:StockAwardsDirectorsMember2024-01-012024-06-300000277948csx:StockAwardsDirectorsMember2023-01-012023-06-300000277948csx:LongTermIncentivePlansMemberus-gaap:PerformanceSharesMember2024-02-012024-02-290000277948csx:LongTermIncentivePlansMemberus-gaap:RestrictedStockUnitsRSUMember2024-02-012024-02-290000277948us-gaap:EmployeeStockOptionMembercsx:LongTermIncentivePlansMember2024-02-012024-02-290000277948csx:LongtermIncentivePlanMemberus-gaap:PerformanceSharesMembersrt:MinimumMember2024-01-012024-06-300000277948srt:MaximumMembercsx:LongtermIncentivePlanMemberus-gaap:PerformanceSharesMember2024-01-012024-06-300000277948srt:ExecutiveOfficerMembercsx:LongtermIncentivePlanMemberus-gaap:PerformanceSharesMember2024-01-012024-06-300000277948srt:ExecutiveOfficerMembersrt:MaximumMembercsx:LongtermIncentivePlanMemberus-gaap:PerformanceSharesMember2024-01-012024-06-300000277948csx:LongtermIncentivePlanMemberus-gaap:PerformanceSharesMember2024-01-012024-06-300000277948us-gaap:EmployeeStockOptionMembercsx:LongtermIncentivePlanMember2024-01-012024-06-300000277948us-gaap:RestrictedStockUnitsRSUMembercsx:LongtermIncentivePlanMember2024-01-012024-06-300000277948csx:PersonalInjuryCasualtyMember2024-06-300000277948csx:PersonalInjuryCasualtyMember2023-12-310000277948csx:OccupationalCasualtyMember2024-06-300000277948csx:OccupationalCasualtyMember2023-12-310000277948csx:TotalCasualtyMember2024-06-300000277948csx:TotalCasualtyMember2023-12-310000277948us-gaap:EnvironmentalIssueMember2024-06-300000277948us-gaap:EnvironmentalIssueMember2023-12-310000277948csx:OtherReservesMember2024-06-300000277948csx:OtherReservesMember2023-12-310000277948csx:TotalCasualtyMember2024-01-012024-06-300000277948us-gaap:PendingLitigationMembersrt:MinimumMember2024-06-300000277948us-gaap:PendingLitigationMembersrt:MaximumMember2024-06-300000277948us-gaap:PendingLitigationMembercsx:FuelSurchargeAntitrustLitigationMember2007-05-012007-05-310000277948csx:EnvironmentalLitigationMember2024-01-012024-06-300000277948csx:EnvironmentalLitigationMember2016-03-012016-03-310000277948csx:EnvironmentalLitigationMember2023-03-022023-03-020000277948csx:EnvironmentalLitigationMember2022-03-020000277948csx:EnvironmentalLitigationMember2024-01-310000277948csx:EnvironmentalLitigationMembercsx:OtherDefendantsMember2024-01-312024-01-310000277948csx:EnvironmentalLitigationMember2018-06-302018-06-300000277948csx:EnvironmentalLitigationMember2023-03-242023-03-240000277948us-gaap:PensionPlansDefinedBenefitMember2024-04-012024-06-300000277948us-gaap:PensionPlansDefinedBenefitMember2023-04-012023-06-300000277948us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-06-300000277948us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-06-300000277948csx:CurrentLiabilitiesMember2023-12-310000277948csx:LongTermLiabilitiesMember2023-12-310000277948csx:CurrentLiabilitiesMember2024-01-012024-06-300000277948csx:LongTermLiabilitiesMember2024-01-012024-06-300000277948csx:CurrentLiabilitiesMember2024-06-300000277948csx:LongTermLiabilitiesMember2024-06-300000277948csx:TwoSeparateFixedToFloatingInterestRateSwapsMemberus-gaap:FairValueHedgingMember2023-10-012023-12-310000277948csx:FixedRateNotesDue2033Member2023-12-310000277948us-gaap:DesignatedAsHedgingInstrumentMembercsx:TwoSeparateFixedToFloatingInterestRateSwapsMemberus-gaap:FairValueHedgingMember2024-06-300000277948us-gaap:DesignatedAsHedgingInstrumentMembercsx:TwoSeparateFixedToFloatingInterestRateSwapsMemberus-gaap:FairValueHedgingMember2023-12-310000277948csx:FixedToFloatingInterestRateSwapMemberus-gaap:FairValueHedgingMember2022-01-012022-03-310000277948csx:FixedRateNotesDueBetween2036And2040Member2022-03-310000277948csx:FixedToFloatingInterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2024-06-300000277948csx:FixedToFloatingInterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2023-12-310000277948csx:FixedRateNotesDueBetween2036And2040Member2024-06-300000277948csx:FixedRateNotesDueBetween2036And2040Member2023-12-310000277948csx:FixedToFloatingInterestRateSwapMember2024-04-012024-06-300000277948csx:FixedToFloatingInterestRateSwapMember2023-04-012023-06-300000277948csx:FixedToFloatingInterestRateSwapMember2024-01-012024-06-300000277948csx:FixedToFloatingInterestRateSwapMember2023-01-012023-06-300000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-06-300000277948csx:A325NotesDue2027Member2024-06-300000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-12-310000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-10-012022-12-310000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-06-300000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-04-012023-06-300000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-09-300000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-07-012023-09-300000277948us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-04-012024-06-300000277948us-gaap:CashFlowHedgingMember2024-04-012024-06-300000277948us-gaap:CashFlowHedgingMember2023-04-012023-06-300000277948us-gaap:CashFlowHedgingMember2024-01-012024-06-300000277948us-gaap:CashFlowHedgingMember2023-01-012023-06-300000277948csx:UnsecuredRevolvingCreditFacilityDue2028Memberus-gaap:RevolvingCreditFacilityMember2024-06-300000277948us-gaap:CommercialPaperMember2024-06-300000277948csx:ChemicalsMember2024-04-012024-06-300000277948csx:ChemicalsMember2023-04-012023-06-300000277948csx:ChemicalsMember2024-01-012024-06-300000277948csx:ChemicalsMember2023-01-012023-06-300000277948csx:AgriculturalandFoodProductsMember2024-04-012024-06-300000277948csx:AgriculturalandFoodProductsMember2023-04-012023-06-300000277948csx:AgriculturalandFoodProductsMember2024-01-012024-06-300000277948csx:AgriculturalandFoodProductsMember2023-01-012023-06-300000277948csx:AutomotiveMember2024-04-012024-06-300000277948csx:AutomotiveMember2023-04-012023-06-300000277948csx:AutomotiveMember2024-01-012024-06-300000277948csx:AutomotiveMember2023-01-012023-06-300000277948csx:ForestProductsMember2024-04-012024-06-300000277948csx:ForestProductsMember2023-04-012023-06-300000277948csx:ForestProductsMember2024-01-012024-06-300000277948csx:ForestProductsMember2023-01-012023-06-300000277948csx:MetalsandEquipmentMember2024-04-012024-06-300000277948csx:MetalsandEquipmentMember2023-04-012023-06-300000277948csx:MetalsandEquipmentMember2024-01-012024-06-300000277948csx:MetalsandEquipmentMember2023-01-012023-06-300000277948csx:MineralsMember2024-04-012024-06-300000277948csx:MineralsMember2023-04-012023-06-300000277948csx:MineralsMember2024-01-012024-06-300000277948csx:MineralsMember2023-01-012023-06-300000277948csx:FertilizersMember2024-04-012024-06-300000277948csx:FertilizersMember2023-04-012023-06-300000277948csx:FertilizersMember2024-01-012024-06-300000277948csx:FertilizersMember2023-01-012023-06-300000277948csx:TotalMerchandiseMember2024-04-012024-06-300000277948csx:TotalMerchandiseMember2023-04-012023-06-300000277948csx:TotalMerchandiseMember2024-01-012024-06-300000277948csx:TotalMerchandiseMember2023-01-012023-06-300000277948csx:CoalServicesMember2024-04-012024-06-300000277948csx:CoalServicesMember2023-04-012023-06-300000277948csx:CoalServicesMember2024-01-012024-06-300000277948csx:CoalServicesMember2023-01-012023-06-300000277948csx:IntermodalMember2024-04-012024-06-300000277948csx:IntermodalMember2023-04-012023-06-300000277948csx:IntermodalMember2024-01-012024-06-300000277948csx:IntermodalMember2023-01-012023-06-300000277948csx:TruckingMember2024-04-012024-06-300000277948csx:TruckingMember2023-04-012023-06-300000277948csx:TruckingMember2024-01-012024-06-300000277948csx:TruckingMember2023-01-012023-06-300000277948csx:OtherServicesMember2024-04-012024-06-300000277948csx:OtherServicesMember2023-04-012023-06-300000277948csx:OtherServicesMember2024-01-012024-06-300000277948csx:OtherServicesMember2023-01-012023-06-300000277948csx:FreightReceivablesMember2024-06-300000277948csx:FreightReceivablesMember2023-12-310000277948csx:NonFreightReceivablesMember2024-06-300000277948csx:NonFreightReceivablesMember2023-12-310000277948us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel2Memberus-gaap:FixedIncomeFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948csx:FairValueInputsLevel1AndLevel2Memberus-gaap:FixedIncomeFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel2Memberus-gaap:FixedIncomeFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948csx:FairValueInputsLevel1AndLevel2Memberus-gaap:FixedIncomeFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:CorporateBondSecuritiesMembercsx:FairValueInputsLevel1AndLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:CorporateBondSecuritiesMembercsx:FairValueInputsLevel1AndLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasuryAndGovernmentMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasuryAndGovernmentMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948csx:FairValueInputsLevel1AndLevel2Memberus-gaap:USTreasuryAndGovernmentMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasuryAndGovernmentMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasuryAndGovernmentMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948csx:FairValueInputsLevel1AndLevel2Memberus-gaap:USTreasuryAndGovernmentMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948csx:FairValueInputsLevel1AndLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948csx:FairValueInputsLevel1AndLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-06-300000277948us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000277948us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-06-300000277948us-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000277948us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-06-300000277948us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000277948us-gaap:CashFlowHedgingMembercsx:ForwardStartingInterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310000277948us-gaap:CashFlowHedgingMembercsx:ForwardStartingInterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-06-300000277948us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310000277948us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310000277948csx:AccumulatedOtherAdjustmentstoParentMember2023-12-310000277948us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-06-300000277948us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-06-300000277948csx:AccumulatedOtherAdjustmentstoParentMember2024-01-012024-06-300000277948us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-06-300000277948us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-06-300000277948csx:AccumulatedOtherAdjustmentstoParentMember2024-06-300000277948srt:ScenarioPreviouslyReportedMember2024-01-012024-03-310000277948srt:RestatementAdjustmentMember2024-01-012024-03-310000277948srt:ScenarioPreviouslyReportedMember2023-01-012023-03-310000277948srt:RestatementAdjustmentMember2023-01-012023-03-310000277948srt:ScenarioPreviouslyReportedMember2023-04-012023-06-300000277948srt:RestatementAdjustmentMember2023-04-012023-06-300000277948srt:ScenarioPreviouslyReportedMember2023-07-012023-09-300000277948srt:RestatementAdjustmentMember2023-07-012023-09-3000002779482023-07-012023-09-300000277948srt:ScenarioPreviouslyReportedMember2023-10-012023-12-310000277948srt:RestatementAdjustmentMember2023-10-012023-12-3100002779482023-10-012023-12-310000277948srt:ScenarioPreviouslyReportedMember2023-01-012023-06-300000277948srt:RestatementAdjustmentMember2023-01-012023-06-300000277948srt:ScenarioPreviouslyReportedMember2023-01-012023-09-300000277948srt:RestatementAdjustmentMember2023-01-012023-09-3000002779482023-01-012023-09-300000277948srt:ScenarioPreviouslyReportedMember2023-01-012023-12-310000277948srt:RestatementAdjustmentMember2023-01-012023-12-3100002779482023-01-012023-12-310000277948srt:ScenarioPreviouslyReportedMember2022-01-012022-12-310000277948srt:RestatementAdjustmentMember2022-01-012022-12-3100002779482022-01-012022-12-310000277948srt:ScenarioPreviouslyReportedMember2024-03-310000277948srt:RestatementAdjustmentMember2024-03-310000277948srt:ScenarioPreviouslyReportedMember2023-12-310000277948srt:RestatementAdjustmentMember2023-12-310000277948srt:ScenarioPreviouslyReportedMember2023-09-300000277948srt:RestatementAdjustmentMember2023-09-3000002779482023-09-300000277948srt:ScenarioPreviouslyReportedMember2023-06-300000277948srt:RestatementAdjustmentMember2023-06-300000277948srt:ScenarioPreviouslyReportedMember2023-03-310000277948srt:RestatementAdjustmentMember2023-03-310000277948srt:ScenarioPreviouslyReportedMember2022-12-310000277948srt:RestatementAdjustmentMember2022-12-310000277948srt:ScenarioPreviouslyReportedMember2021-12-310000277948srt:RestatementAdjustmentMember2021-12-3100002779482021-12-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2021-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2021-12-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2021-12-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000277948us-gaap:RetainedEarningsMember2021-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2022-01-012022-12-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2022-01-012022-12-310000277948us-gaap:RetainedEarningsMember2022-01-012022-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2022-01-012022-12-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2022-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2022-12-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2022-12-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-01-012023-12-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-01-012023-12-310000277948us-gaap:RetainedEarningsMember2023-01-012023-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2023-01-012023-12-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-12-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2023-12-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-12-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-01-012023-03-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-01-012023-03-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-03-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2023-03-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-03-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-04-012023-06-300000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-04-012023-06-300000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-06-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2023-06-300000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-06-300000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-07-012023-09-300000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-07-012023-09-300000277948us-gaap:RetainedEarningsMember2023-07-012023-09-300000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-09-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2023-09-300000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2023-09-300000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000277948us-gaap:RetainedEarningsMember2023-09-300000277948us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2024-01-012024-03-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2024-01-012024-03-310000277948us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2024-03-310000277948us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2024-03-310000277948srt:RestatementAdjustmentMemberus-gaap:RetainedEarningsMember2024-03-310000277948srt:RestatementAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-31
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, 2024
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 1,938,739,661 shares of common stock outstanding on June 30, 2024 (the latest practicable date that is closest to the filing date).
CSX Q2 2024 Form 10-Q p.1

CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024
INDEX
Page
PART I.FINANCIAL INFORMATION
Item 1.
Quarters and Six Months Ended June 30, 2024 and June 30, 2023
Quarters and Six Months Ended June 30, 2024 and June 30, 2023
At June 30, 2024 and December 31, 2023
Six Months Ended June 30, 2024 and June 30, 2023
Quarters and Six Months Ended June 30, 2024 and June 30, 2023
Item 2.
Item 3.
Item 4.
PART II.OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
CSX Q2 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)
Second QuartersSix Months
2024
2023 (a)
2024 (a)
2023 (a)
Revenue$3,701 $3,699 $7,382 $7,405 
Expense
Labor and Fringe766 748 1,571 1,477 
Purchased Services and Other699 691 1,420 1,388 
Depreciation and Amortization410 404 820 799 
Fuel301 312 626 676 
Equipment and Other Rents85 90 169 172 
Gains on Property Dispositions(8)(12)(9)(20)
Total Expense2,253 2,233 4,597 4,492 
Operating Income1,448 1,466 2,785 2,913 
Interest Expense(209)(201)(419)(402)
Other Income - Net28 31 69 72 
Earnings Before Income Taxes1,267 1,296 2,435 2,583 
Income Tax Expense(304)(312)(592)(625)
Net Earnings$963 $984 $1,843 $1,958 
Per Common Share (Note 2)
Net Earnings Per Share, Basic$0.50 $0.49 $0.94 $0.96 
Net Earnings Per Share, Assuming Dilution$0.49 $0.49 $0.94 $0.96 
Average Shares Outstanding (In Millions)
1,944 2,020 1,951 2,037 
Average Shares Outstanding, Assuming Dilution (In Millions)
1,948 2,025 1,955 2,042 


CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)
(Dollars in Millions)
Second QuartersSix Months
2024
2023 (a)
2024 (a)
2023 (a)
Total Comprehensive Earnings (Note 10)$966 $980 $1,852 $1,956 


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

See accompanying notes to consolidated financial statements.
CSX Q2 2024 Form 10-Q p.3
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in Millions)
June 30,
2024
December 31, 2023 (a)
ASSETS
Current Assets:
Cash and Cash Equivalents$1,238 $1,353 
Short-term Investments (Note 9)4 83 
Accounts Receivable - Net (Note 8)1,430 1,393 
Materials and Supplies417 440 
Other Current Assets91 90 
  Total Current Assets3,180 3,359 
Properties51,065 50,281 
Accumulated Depreciation(16,116)(15,560)
  Properties - Net34,949 34,721 
Investment in Affiliates and Other Companies2,455 2,397 
Right-of-Use Lease Asset 505 498 
Goodwill and Other Intangible Assets - Net535 506 
Other Long-term Assets738 731 
  Total Assets$42,362 $42,212 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,192 $1,237 
Labor and Fringe Benefits Payable469 517 
Casualty, Environmental and Other Reserves (Note 4)148 144 
Current Maturities of Long-term Debt (Note 7)557 558 
Income and Other Taxes Payable122 524 
Other Current Liabilities251 243 
  Total Current Liabilities2,739 3,223 
Casualty, Environmental and Other Reserves (Note 4)299 296 
Long-term Debt (Note 7)17,951 17,975 
Deferred Income Taxes - Net7,716 7,699 
Long-term Lease Liability 500 491 
Other Long-term Liabilities 537 543 
  Total Liabilities29,742 30,227 
Shareholders' Equity:
Common Stock, $1 Par Value
1,939 1,959 
Other Capital758 691 
Retained Earnings10,189 9,609 
Accumulated Other Comprehensive Loss (Note 10)(270)(279)
Non-controlling Minority Interest4 5 
Total Shareholders' Equity12,620 11,985 
Total Liabilities and Shareholders' Equity$42,362 $42,212 
(a) See Note 11, Revision of Prior Period Financial Statements.
See accompanying notes to consolidated financial statements.
CSX Q2 2024 Form 10-Q p.4
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)
(Dollars in Millions)
Six Months
2024 (a)
2023 (a)
OPERATING ACTIVITIES
Net Earnings$1,843 $1,958 
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization820 799 
Deferred Income Taxes14 70 
Gains on Property Dispositions(9)(20)
Other Operating Activities(10)18 
Changes in Operating Assets and Liabilities:
Accounts Receivable(19)8 
Other Current Assets25 (106)
Accounts Payable(42)(20)
Income and Other Taxes Payable(403)33 
Other Current Liabilities(46)(267)
Net Cash Provided by Operating Activities2,173 2,473 
INVESTING ACTIVITIES
Property Additions(1,066)(997)
Purchases of Short-term Investments— (102)
Proceeds from Sales of Short-term Investments81 153 
Proceeds and Advances from Property Dispositions43 52 
Business Acquisition, Net of Cash Acquired(50)(31)
Other Investing Activities(56)(20)
Net Cash Used In Investing Activities(1,048)(945)
FINANCING ACTIVITIES
Shares Repurchased(810)(1,930)
Dividends Paid(468)(448)
Long-term Debt Repaid (Note 7)(4)(146)
Other Financing Activities42 19 
Net Cash Used in Financing Activities(1,240)(2,505)
Net Decrease in Cash and Cash Equivalents
(115)(977)
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period1,353 1,933 
Cash and Cash Equivalents at End of Period$1,238 $956 

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

See accompanying notes to consolidated financial statements.
CSX Q2 2024 Form 10-Q p.5
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in Millions)
Six 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, 20231,958,757$2,650 $9,609 $(279)$5 $11,985 
Comprehensive Earnings:
Net Earnings—— 880 — — 880 
Other Comprehensive Income —— — 6 — 6 
Total Comprehensive Earnings886 
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 Other2,96155 (2)— — 53 
Balance March 31, 20241,954,929$2,698 $10,011 $(273)$5 $12,441 
Comprehensive Earnings:
Net Earnings— — 963 — — 963 
Other Comprehensive Income— — — 3 — 3 
Total Comprehensive Earnings966 
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 Other124 15 1 — (1)15 
Balance June 30, 20241,938,745 $2,697 $10,189 $(270)$4 $12,620 

(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 and $72 million as of June 30, 2024. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.
CSX Q2 2024 Form 10-Q p.6
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in Millions)
Six Months 2023
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, 20222,066,367$2,640 $10,229 $(410)$10 $12,469 
Comprehensive Earnings:
Net Earnings—— 974 — — 974 
Other Comprehensive Income—— — 2 — 2 
Total Comprehensive Earnings976 
Common stock dividends, $0.11 per share
—— (226)— — (226)
Share Repurchases(35,157)(35)(1,032)— — (1,067)
Excise Tax on Net Share Repurchases
—— (10)— — (10)
Stock Option Exercises and Other1,86515 — — (2)13 
Balance March 31, 20232,033,075$2,620 $9,935 $(408)$8 $12,155 
Comprehensive Earnings:
Net Earnings— — 984 — — 984 
Other Comprehensive Income— — — (4)— (4)
Total Comprehensive Earnings980 
Common stock dividends, $0.11 per share
— — (222)— — (222)
Share Repurchases(27,434)(28)(835)— — (863)
Excise Tax on Net Share Repurchases
— — (9)— — (9)
Stock Option Exercises and Other712 38 (1)— (4)33 
Balance June 30, 20232,006,353 $2,630 $9,852 $(412)$4 $12,074 

(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 $129 million as of December 31, 2022, $128 million as of March 31, 2023 and $114 million as of June 30, 2023. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.
CSX Q2 2024 Form 10-Q p.7
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1.    Nature of Operations and Significant Accounting Policies

Background
CSX Corporation together with its subsidiaries ("CSX" or the “Company”), based in Jacksonville, Florida, is one of the nation's leading transportation companies. The Company provides rail-based transportation services including traditional rail service, the transport of intermodal containers and trailers, as well as other transportation services such as rail-to-truck transfers and bulk commodity operations.

CSX's principal operating subsidiary, CSX Transportation, Inc. (“CSXT”), provides an important link to the transportation supply chain through its approximately 20,000 route-mile rail network and serves major population centers in 26 states east of the Mississippi River, the District of Columbia and the Canadian provinces of Ontario and Quebec. The Company's intermodal business links customers to railroads via trucks and terminals. CSXT is also responsible for the Company's real estate sales, leasing, acquisition and management and development activities, substantially all of which are focused on supporting railroad operations.

Other entities
In addition to CSXT, the Company’s subsidiaries include Quality Carriers, Inc. ("Quality Carriers"), CSX Intermodal Terminals, Inc. (“CSX Intermodal Terminals”), Total Distribution Services, Inc. (“TDSI”), Transflo Terminal Services, Inc. (“Transflo”), CSX Technology, Inc. (“CSX Technology”) and other subsidiaries. Quality Carriers is the largest provider of bulk liquid chemicals truck transportation in North America. CSX Intermodal Terminals owns and operates a system of intermodal terminals, predominantly in the eastern United States and also performs drayage services (the pickup and delivery of intermodal shipments) for certain customers. TDSI serves the automotive industry with distribution centers and storage locations. Transflo connects non-rail served customers to the many benefits of rail by transferring products from rail to trucks. The biggest Transflo markets are chemicals and agriculture, which includes shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.
CSX Q2 2024 Form 10-Q p.8
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.    Nature of Operations and Significant Accounting Policies, continued

Basis of Presentation
In the opinion of management, the accompanying consolidated financial statements contain all normal, recurring adjustments necessary to fairly present the consolidated financial statements and accompanying notes. Where applicable, prior year information has been reclassified to conform to the current presentation. Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted from these interim financial statements. CSX suggests that these financial statements be read in conjunction with the audited financial statements and the notes included in CSX's most recent annual report on Form 10-K and any subsequently filed current reports on Form 8-K.

Fiscal Year
The Company's fiscal periods are based upon the calendar year. Except as otherwise specified, references to “second quarter(s)” or “six months” indicate CSX's fiscal periods ending June 30, 2024 and June 30, 2023, and references to "year-end" indicate the fiscal year ended December 31, 2023.

New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This standard update requires additional interim and annual disclosures about a reportable segment’s expenses, even for companies with only one reportable segment. The Company is required to adopt the guidance for its 2024 annual report filed on Form 10-K, though early adoption is permitted. The Company is currently evaluating the impact of these amendments on its disclosures, but this standard update will not impact the Company's results of operations or financial position.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This standard update requires additional interim and annual disclosures about a company’s income taxes, including more detailed information around the annual rate reconciliation and income taxes paid. The Company is required to adopt the guidance for its 2025 annual report filed on Form 10-K, though early adoption is permitted. The Company is currently evaluating the impact of these amendments on its disclosures, but this standard update will not impact the Company's results of operations or financial position.

Revision of Prior Period Financial Statements
During second quarter 2024, CSX completed a review of the accounting treatment for engineering scrap and certain engineering support labor and identified misstatements between the balance sheet and operating expense in previously issued financial statements. The Company determined the impacts of these misstatements were immaterial to the financial statements for all prior periods identified. For comparative purposes, the Company has made corrections to the consolidated financial statements and applicable notes for the prior periods presented in this Form 10-Q. See Note 11, Revision of Prior Period Financial Statements for additional information and quantification of prior period restatement impacts.



CSX Q2 2024 Form 10-Q p.9
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2.    Earnings Per Share

The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution.
Second QuartersSix Months
2024
2023 (a)
2024 (a)
2023 (a)
Numerator (Dollars in Millions):
Net Earnings
$963 $984 $1,843 $1,958 
Denominator (Units in Millions):
Average Common Shares Outstanding1,944 2,020 1,951 2,037 
Other Potentially Dilutive Common Shares4 5 4 5 
Average Common Shares Outstanding, Assuming Dilution
1,948 2,025 1,955 2,042 
Net Earnings Per Share, Basic
$0.50 $0.49 $0.94 $0.96 
Net Earnings Per Share, Assuming Dilution
$0.49 $0.49 $0.94 $0.96 
(a) See Note 11, Revision of Prior Period Financial Statements.
    
Basic earnings per share is based on the weighted-average number of shares of common stock outstanding. Earnings per share, assuming dilution, is based on the weighted-average number of shares of common stock outstanding and common stock equivalents adjusted for the effects of common stock that may be issued as a result of potentially dilutive instruments. CSX's potentially dilutive instruments are made up of equity awards including employee stock options, performance units and restricted stock units.

When calculating diluted earnings per share, the potential shares that would be outstanding if all outstanding stock options were exercised are included. This number is different from outstanding stock options because it is offset by shares CSX could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent. The total average outstanding stock options that were excluded from the diluted earnings per share calculation because their effect was antidilutive is in the table below.
Second QuartersSix Months
2024202320242023
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)
3334

CSX Q2 2024 Form 10-Q p.10
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2.    Earnings Per Share, continued

Share Repurchases    
During November 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 in October 2023. Total repurchase authority remaining was $4.0 billion as of June 30, 2024.

Share repurchases may be made through a variety of methods including, but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block purchases. The timing of share repurchases depends upon management's assessment of marketplace conditions and other factors, and the program remains subject to the discretion of the Board of Directors. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances. Shares are retired immediately upon repurchase. In accordance with the Equity Topic in the Accounting Standards Codification ("ASC"), the excess of repurchase price over par value is recorded in retained earnings.

During second quarters and six months ended June 30, 2024 and June 30, 2023, the Company engaged in the following repurchase activities:

Second QuartersSix Months
2024202320242023
Shares Repurchased (Millions)
16 28 23 63 
Cost of Shares (Dollars in Millions)
$563 $863 $810 $1,930 

The Inflation Reduction Act of 2022 imposes a nondeductible 1% excise tax on the net value of most share repurchases made after December 31, 2022. Excise tax commensurate with net share repurchases is reflected in equity and a corresponding liability for excise taxes payable is included in other current liabilities on the consolidated balance sheet. Amounts shown in the table above exclude the impact of this excise tax.

Dividend Increase
In February 2024, the Company's Board of Directors authorized a 9% increase in the quarterly cash dividend to $0.12 per common share effective March 2024.

CSX Q2 2024 Form 10-Q p.11
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3.     Stock Plans and Share-Based Compensation

Under CSX's share-based compensation plans, awards consist of performance units, stock options and restricted stock units for management and stock grants for directors. Share-based compensation expense for awards under share-based compensation plans is measured using the fair value of the award on the grant date and is recognized on a straight-line basis over the service period of the respective award. Alternatively, expense is recognized upon death or over an accelerated service period for employees whose agreements allow for continued vesting upon retirement or separation. Forfeitures are recognized as they occur. Total pre-tax expense and income tax benefits associated with share-based compensation are shown in the table below. Income tax benefits include impacts from option exercises and the vesting of other equity awards.

Second QuartersSix Months
(Dollars in Millions)
2024202320242023
Share-Based Compensation Expense:
Restricted Stock Units$7 $5 $14 $9 
Stock Options3 3 6 6 
Employee Stock Purchase Plan
2 3 4 4 
Performance Units1 6 3 9 
Stock Awards for Directors— — 2 2 
Total Share-Based Compensation Expense$13 $17 $29 $30 
Income Tax Benefit$3 $3 $8 $7 

Long-term Incentive Plan
In February 2024, the Company granted the following awards under a new long-term incentive plan ("LTIP") for the years 2024 through 2026, which was adopted under the CSX 2019 Stock and Incentive Award Plan.
Granted
(Thousands)
Weighted Avg. Fair Value
Performance Units605$38.66 
Restricted Stock Units60136.72 
Stock Options95711.57 


CSX Q2 2024 Form 10-Q p.12
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3.     Stock Plans and Share-Based Compensation, continued

Performance Units
Units vest approximately three years after grant. Payouts will be made in CSX common stock with a payout range for most participants between 0% and 200% of the target awards depending on Company performance against predetermined goals. Payouts for certain executive officers are subject to formulaic upward or downward adjustment by up to 25%, capped at an overall payout of 250%, based upon the Company's total shareholder return relative to specified comparable groups over the performance period. The fair values of performance units granted to certain executive officers were calculated using a Monte-Carlo simulation model.

Measurement against goals related to both average annual operating income growth and Economic Profit (CSX Cash Earnings or CCE), in each case excluding non-recurring items as defined in the plan, will each comprise 50% of the payout. As defined under the plan, Economic Profit incentivizes strategic investments earning more than management's desired minimum required return and is calculated as CSX’s gross cash earnings minus the capital charge on gross operating assets.

Stock Options
Stock options were granted with ten-year terms and vest over three years in equal installments each year on the anniversary of the grant date. These awards are time-based and are not based upon attainment of performance goals. The fair values of stock option awards were estimated at the grant date using the Black-Scholes valuation model.

Restricted Stock Units
The restricted stock units awarded vest over three years in equal installments each year on the anniversary of the grant date and are settled in CSX common stock on a one-for-one basis. These awards are time-based and are not based upon CSX's attainment of performance goals.

For more information related to the Company's outstanding long-term incentive compensation, see CSX's most recent annual report on Form 10-K.


CSX Q2 2024 Form 10-Q p.13
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4.    Casualty, Environmental and Other Reserves

Personal injury and environmental reserves are considered critical accounting estimates due to the need for management judgment. Casualty, environmental and other reserves are provided for in the consolidated balance sheets as shown in the table below.

June 30, 2024December 31, 2023
(Dollars in Millions)
CurrentLong-termTotalCurrentLong-termTotal
Casualty:
Personal Injury$51 $82 $133 $45 $83 $128 
Occupational11 56 67 7 60 67 
     Total Casualty62 138 200 52 143 195 
Environmental36 113 149 41 113 154 
Other50 48 98 51 40 91 
     Total$148 $299 $447 $144 $296 $440 

These liabilities are accrued when probable and reasonably estimable in accordance with the Contingencies Topic in the ASC. Actual settlements and claims received could differ, and final outcomes of these matters cannot be predicted with certainty. Considering the legal defenses currently available, the liabilities that have been recorded and other factors, it is the opinion of management that none of these items individually, when finally resolved, will have a material adverse effect on the Company's financial condition, results of operations or liquidity. Should a number of these items occur in the same period, however, their combined effect could be material in that particular period.

Casualty
Casualty reserves represent accruals for personal injury, occupational disease and occupational injury claims primarily related to railroad operations. The Company's self-insured retention amount for casualty claims is $100 million per occurrence as discussed at Note 5, Commitments and Contingencies. Currently, no individual claim is expected to exceed the self-insured retention amount.

Personal Injury
Personal injury reserves represent liabilities for employee work-related and third-party injuries. Work-related injuries for CSXT employees are primarily subject to the Federal Employers’ Liability Act (“FELA”). CSXT retains an independent actuary to assist management in assessing the value of personal injury claims. An analysis is performed by the actuary quarterly and is reviewed by management. This analysis did not result in a material adjustment to the personal injury reserve in the quarters and six months ended June 30, 2024, or June 30, 2023.

CSX Q2 2024 Form 10-Q p.14
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 4.    Casualty, Environmental and Other Reserves, continued

Occupational
Occupational reserves represent liabilities arising from allegations of exposure to certain materials in the workplace (such as solvents, soaps, chemicals and diesel fumes), past exposure to asbestos or allegations of chronic physical injuries resulting from work conditions (such as repetitive stress injuries). The Company retains an independent actuary to analyze the Company’s historical claim filings, settlement amounts, and dismissal rates to assist in determining future anticipated claim filing rates and average settlement values. This analysis is performed by the actuary and reviewed by management quarterly. The analysis did not result in a material adjustment to the occupational reserve in the quarters and six months ended June 30, 2024, or June 30, 2023.

Environmental
The Company is a party to various proceedings related to environmental issues, including administrative and judicial proceedings involving private parties and regulatory agencies. The Company has been identified as a potentially responsible party at approximately 235 environmentally impaired sites. Many of these are, or may be, subject to remedial action under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), also known as the Superfund Law, or similar state statutes. Most of these proceedings arose from environmental conditions on properties used for ongoing or discontinued railroad operations. A number of these proceedings, however, are based on allegations that the Company, or its predecessors, sent hazardous substances to facilities owned or operated by others for treatment, recycling or disposal. In addition, some of the Company's land holdings were leased to others for commercial or industrial uses that may have resulted in releases of hazardous substances or other regulated materials onto the property and could give rise to proceedings against the Company.

In any such proceedings, the Company is subject to environmental clean-up and enforcement actions under the Superfund Law, as well as similar state laws that may impose joint and several liability for clean-up and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. These costs could be substantial.

The Company reviews its role with respect to each site identified at least quarterly. Based on management's review process, amounts have been recorded to cover contingent anticipated future environmental remediation costs with respect to each site to the extent such costs are reasonably estimable and probable. Payments related to these liabilities are expected to be made over the next several years. Environmental remediation costs are included in purchased services and other on the consolidated income statements.

Currently, the Company does not possess sufficient information to reasonably estimate the amounts of additional liabilities, if any, on some sites until completion of future environmental studies. In addition, conditions that are currently unknown could, at any given location, result in additional exposure, the amount and materiality of which cannot presently be reasonably estimated. Based upon information currently available, however, the Company believes its environmental reserves accurately reflect the estimated cost of remedial actions currently required.

Other
Other reserves include liabilities for various claims, such as automobile, property, general liability, workers' compensation and longshoremen disability claims.

CSX Q2 2024 Form 10-Q p.15
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5.    Commitments and Contingencies

Insurance
The Company maintains insurance programs with substantial limits for property damage, including resulting business interruption, as well as casualty claims, which includes third-party liability. A certain amount of risk is retained by the Company on each insurance program. Under its property insurance program, the Company retains all risk up to $150 million per occurrence for losses from floods and named windstorms and up to $125 million per occurrence for other property losses. For casualty claims, the Company retains all risk up to $100 million per occurrence. As CSX negotiates insurance coverage above its full self-retention amounts, it retains a percentage of risk at various layers of coverage. While the Company believes its insurance coverage is adequate, future claims could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates.

Legal
The Company is involved in litigation incidental to its business and is a party to a number of legal actions and claims, various governmental proceedings and private civil lawsuits, including, but not limited to, those related to fuel surcharge practices, tax matters, environmental and hazardous material exposure matters, FELA and labor claims by current or former employees, other personal injury or property claims and disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for compensatory as well as punitive damages and others are, or are purported to be, class actions. While the final outcomes of these matters cannot be predicted with certainty, considering, among other things, the legal defenses available and liabilities that have been recorded along with applicable insurance, it is currently the opinion of management that none of these pending items is likely to have a material adverse effect on the Company's financial condition, results of operations or liquidity. An unexpected adverse resolution of one or more of these items, however, could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.

The Company is able to estimate a range of possible loss for certain matters for which a loss is reasonably possible in excess of reserves established. The Company has estimated this range to be $3 million to $67 million in the aggregate at June 30, 2024. This estimated aggregate range is based upon currently available information and is subject to significant judgment and a variety of assumptions. Accordingly, the Company's estimate will change from time to time, and actual losses may vary significantly from the current estimate.

CSX Q2 2024 Form 10-Q p.16
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5.    Commitments and Contingencies, continued

Fuel Surcharge Antitrust Litigation
In May 2007, class action lawsuits were filed against CSXT and three other U.S.-based Class I railroads alleging that the defendants' fuel surcharge practices relating to contract and unregulated traffic resulted from an illegal conspiracy in violation of antitrust laws. The class action lawsuits were transferred to federal court in the District of Columbia for coordinated or consolidated pre-trial proceedings. In 2017, the District Court issued its decision denying class certification. On August 16, 2019, the U.S. Court of Appeals for the D.C. Circuit affirmed the District Court’s ruling. Although the class was not certified, individual shippers have since brought claims against the railroads, which were also transferred to federal court in the District of Columbia for pre-trial proceedings but before a different judge. In March 2024, the original case was reassigned to the judge in the later-filed case who will now preside over all pre-trial proceedings. The railroads filed motions for summary judgment on July 17, 2024 with briefing to be completed by year-end.

CSXT believes that its fuel surcharge practices were arrived at and applied lawfully and that the case is without merit. Accordingly, the Company intends to defend itself vigorously. However, penalties for violating antitrust laws can be severe, and resolution of these matters individually or when aggregated could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.

Environmental
CSXT is indemnifying Pharmacia LLC, formerly known as Monsanto Company, ("Pharmacia") for certain liabilities associated with real estate located in Kearny, New Jersey along the Lower Passaic River (the “Property”). The Property, which was formerly owned by Pharmacia, is now owned by CSXT. CSXT's indemnification and defense duties arise with respect to several matters. The U.S. Environmental Protection Agency ("EPA"), using its CERCLA authority, seeks the investigation and cleanup of hazardous substances in the 17-mile Lower Passaic River Study Area (the "Study Area”). CSXT, on behalf of Pharmacia, and a significant number of other potentially responsible parties are together conducting a Remedial Investigation and Feasibility Study of the Study Area pursuant to an Administrative Settlement Agreement and Order on Consent with the EPA. Pharmacia’s share of responsibility, indemnified by CSXT, for the investigation and cleanup costs of the Study Area may be determined through various mechanisms including (a) an allocation and settlement with EPA; (b) litigation brought by EPA against non-settling parties; or (c) litigation among the responsible parties.

For the lower eight miles of the Study Area, EPA issued its Record of Decision detailing the agency’s mandated remedial process in March 2016. Occidental Chemical Corporation ("Occidental") performed the remedial design for the lower eight-mile portion of the Study Area pursuant to a consent order with EPA. EPA approved the design in May 2024.

For the remaining upper nine miles of the Study Area, EPA selected an interim remedy in a Record of Decision dated September 28, 2021. On March 2, 2023, EPA issued an administrative order requiring Occidental to design the interim remedy for the upper nine miles of the Study Area.

Potentially responsible parties, including Pharmacia, are participating in an EPA-directed allocation and settlement process to assign responsibility related to the lower river and the entire Study Area, respectively. CSXT participated in the EPA-directed allocation and settlement process on behalf of Pharmacia.
CSX Q2 2024 Form 10-Q p.17
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5.    Commitments and Contingencies, continued

On March 2, 2022, EPA issued a Notice Letter to Pharmacia, Occidental and eight other parties alleging they are liable under Section 107(a) of CERCLA for releases or threatened releases of hazardous substances and requesting each party, individually or collectively, submit good faith offers to EPA in connection with the entire Study Area. CSXT, on behalf of Pharmacia, responded to the Notice Letter and submitted a good faith offer to EPA on June 27, 2022, following meetings with a mediator from EPA’s Conflict Prevention and Resolution Center. On November 21, 2023, EPA notified the United States District Court for the District of New Jersey that it intended to move to enter a Consent Decree ("CD") with a group of potentially responsible parties. On January 31, 2024, EPA filed a motion to enter a modified CD with 82 potentially responsible parties, requiring payment of $150 million to resolve their liability with respect to the entire Study Area. Pharmacia is not a participant in the CD settlement. On April 1, 2024, Occidental filed its opposition to EPA's motion to enter the CD. Several other non-settling parties, including Pharmacia, filed comments concerning (but not opposing) entry of the CD. Negotiations with EPA and other parties to resolve Pharmacia's liability continue.

CSXT is also defending and indemnifying Pharmacia with regard to the Property in litigation filed by Occidental, which is seeking to recover its past and future costs associated with the remediation of the entire Study Area. Alternatively, Occidental seeks to compel some, or all, of the defendants to participate in the remediation of the Study Area. Pharmacia is one of approximately 110 defendants in a federal lawsuit filed by Occidental on June 30, 2018, and one of 37 defendants in a federal lawsuit filed by Occidental on March 24, 2023. Both of these lawsuits are stayed pending resolution of the CD action. CSXT is also defending and indemnifying Pharmacia in a cooperative natural resource damages assessment process related to the Property.

Based on currently available information, the Company does not believe its share of remediation costs as determined by the EPA-directed allocation with respect to the Property and the Study Area would be material to the Company's financial condition, results of operations or liquidity.
CSX Q2 2024 Form 10-Q p.18
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6.    Employee Benefit Plans

The Company sponsors defined benefit pension plans principally for salaried, management personnel. The CSX Pension Plan, the largest plan based on benefit obligation, was closed to new participants in 2020.

Independent actuaries compute the amounts of liabilities and expenses relating to these plans subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. These amounts are reviewed by management. Only the service cost component of net periodic benefit costs is included in labor and fringe expense on the consolidated income statement. All other components of net periodic benefit cost are included in other income - net.
Pension Benefits Cost
Second QuartersSix Months
(Dollars in Millions)
2024202320242023
Service Cost Included in Labor and Fringe$6 $6 $12 $12 
Interest Cost27 28 53 56 
Expected Return on Plan Assets(43)(41)(85)(82)
Amortization of Net Loss4 7 9 14 
Total Included in Other Income - Net(12)(6)(23)(12)
Net Periodic Benefit Credit$(6)$— $(11)$— 
    
Qualified pension plan obligations are funded in accordance with regulatory requirements and with an objective of meeting or exceeding minimum funding requirements necessary to avoid restrictions on flexibility of plan operation and benefit payments. No contributions to the Company's qualified pension plans are expected in 2024.

CSX Q2 2024 Form 10-Q p.19
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.    Debt and Credit Agreements

Total activity related to long-term debt as of the end of second quarter 2024 is shown in the table below. For fair value information related to the Company's long-term debt, see Note 9, Fair Value Measurements.

(Dollars in Millions)
Current PortionLong-term PortionTotal
Long-term Debt as of December 31, 2023
$558 $17,975 $18,533 
2024 Activity:
Long-term Debt Repaid(4)— (4)
Reclassifications3 (3)— 
Hedging, Discount, Premium and Other Activity— (21)(21)
Long-term Debt as of June 30, 2024
$557 $17,951 $18,508 

Interest Rate Derivatives
Fair Value Hedges
In fourth quarter 2023, CSX entered into two separate fixed-to-floating interest rate swaps classified as fair value hedges. The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to the Secured Overnight Financing Rate ("SOFR") on a cumulative $250 million of fixed rate outstanding notes which are due in 2033. The cumulative fair value of these swaps, which is included in other long-term assets on the consolidated balance sheet, was an asset of $9 million and $19 million as of June 30, 2024 and December 31, 2023, respectively.

In first quarter 2022, CSX entered into five separate fixed-to-floating interest rate swaps classified as fair value hedges. The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to the SOFR on a cumulative $800 million of fixed rate outstanding notes which are due between 2036 and 2040. The cumulative fair value of these swaps, which is included in other long-term liabilities on the consolidated balance sheet, was a liability of $125 million and $107 million as of June 30, 2024 and December 31, 2023, respectively.

The 2022 swaps will expire in 2032 and the 2023 swaps will expire in 2033. If settled early, the remaining cumulative fair value adjustment to the hedged notes will be amortized over the remaining life of the associated notes. The cumulative adjustment to the hedged notes is included in long-term debt on the consolidated balance sheet as shown in the following table below.
(Dollars in Millions)June 30, 2024December 31, 2023
Notional Value of Hedged Notes$1,050 $1,050 
Fair Value Asset Adjustment to Hedged Notes9 19 
Fair Value Liability Adjustment to Hedged Notes(125)(107)
Carrying Amount of Hedged Notes$934 $962 


CSX Q2 2024 Form 10-Q p.20
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.    Debt and Credit Agreements, continued

Gains and losses resulting from changes in fair value of the interest rate swaps offset changes in the fair value of the hedged portion of the underlying debt with no gain or loss recognized due to hedge ineffectiveness. The difference in the net fixed-to-float interest settlement on the derivatives is recognized in interest expense and is summarized as follows.

Second QuartersSix Months
(Dollars in Millions)2024202320242023
Interest Expense Impact (Increase) Decrease$(8)$(6)$(16)$(12)

Cash Flow Hedges
The Company has forward starting interest rate swaps, classified as cash flow hedges, that had an aggregate notional value of $500 million at inception. These swaps were effected to hedge the benchmark interest rate associated with future interest payments related to the anticipated refinancing of $850 million of 3.25% notes due in 2027. In accordance with the Derivatives and Hedging Topic in the ASC, the Company has designated these swaps as cash flow hedges. Under the terms of the Adjustable Interest Rate (LIBOR) Act, the reference rate on the swaps were automatically replaced with daily compounded SOFR plus the fallback spread on July 1, 2023, the LIBOR replacement date. As of December 31, 2023, the asset value of the forward starting interest rate swaps was $48 million and was recorded in other long-term assets on the consolidated balance sheet. Unrealized gains or losses associated with changes in the fair value of the hedge are recorded net of tax in accumulated other comprehensive income ("AOCI") on the consolidated balance sheet.

In fourth quarter 2022, CSX settled a portion equal to $160 million notional value of the cash flow hedges, which resulted in CSX receiving a cash payment of $52 million. In second quarter 2023, CSX executed a partial settlement equal to $113 million notional value of the cash flow hedges, which resulted in CSX receiving a cash payment of $44 million. In third quarter 2023, CSX partially settled an additional $113 million notional value of the cash flow hedges and received a cash payment of $51 million. The unsettled aggregate notional value of these swaps was $114 million as of December 31, 2023.

In second quarter 2024, CSX executed a final settlement equal to $114 million notional value of the cash flow hedges, which resulted in CSX receiving a cash payment of $52 million included in other operating activities on the consolidated cash flow statement. As of June 30, 2024, no unsettled aggregate notional value of these swaps remains and there is no related asset or liability.

The unrealized gain associated with the settled portion of the hedges will continue to be classified in AOCI until the associated debt instrument is issued in the future. The unrealized gain or loss in AOCI will be recognized in earnings as an adjustment to interest expense over the same period during which the hedged transaction affects earnings. Unrealized amounts related to the hedge, recorded net of tax in other comprehensive income, are summarized in the table below.
Second QuartersSix Months
(Dollars in Millions)2024202320242023
Unrealized Gain (Loss) - Net$1 $(7)$3 $(10)
See Note 9, Fair Value Measurements, and Note 10, Other Comprehensive Income (Loss), for additional information about the Company's hedges.

CSX Q2 2024 Form 10-Q p.21
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.    Debt and Credit Agreements, continued

Credit Facility
The Company has a $1.2 billion unsecured revolving credit facility backed by a diverse syndicate of banks. This facility allows same-day borrowings at floating interest rates, based on SOFR or an agreed-upon replacement reference rate, plus a spread that depends upon CSX's senior unsecured debt ratings. This facility expires in February 2028. As of June 30, 2024, the Company had no outstanding balances under this facility.

Commitment fees and interest rates payable under the facility were similar to fees and rates available to comparably rated investment-grade borrowers. As of second quarter 2024, CSX was in compliance with all covenant requirements under this facility.

Commercial Paper
Under its commercial paper program, which is backed by the revolving credit facility, the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. Proceeds from issuances of the notes are expected to be used for general corporate purposes. At June 30, 2024, the Company had no outstanding debt under the commercial paper program.

CSX Q2 2024 Form 10-Q p.22
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 8.     Revenues

The Company’s revenues are primarily derived from the transportation of freight as performance obligations that arise from its contracts with customers are satisfied. The following table presents the Company’s revenues disaggregated by market as this best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors:

Second QuartersSix Months
(Dollars in Millions)
2024202320242023
Chemicals$722 $642 $1,415 $1,292 
Agricultural and Food Products406 415 813 852 
Automotive336 323 629 597 
Forest Products269 257 531 518 
Metals and Equipment230 240 450 479 
Minerals207 191 381 364 
Fertilizers126 128 262 257 
Total Merchandise2,296 2,196 4,481 4,359 
Coal563 637 1,195 1,270 
Intermodal506 492 1,012 991 
Trucking221 227 436 460 
Other115 147 258 325 
Total$3,701 $3,699 $7,382 $7,405 

The Company’s accounts receivable - net consists of freight and non-freight receivables, reduced by an allowance for credit losses. Freight receivables include amounts earned, billed and unbilled, and currently due from customers for transportation-related services. Non-freight receivables include amounts billed and unbilled and currently due related to government reimbursement receivables and other non-revenue receivables.
(Dollars in Millions)
June 30,
2024		December 31,
2023
Freight Receivables $1,069 $1,047 
Freight Allowance for Credit Losses(17)(18)
Freight Receivables - Net1,052 1,029 
Non-Freight Receivables 392 378 
Non-Freight Allowance for Credit Losses(14)(14)
Non-Freight Receivables - Net 378 364 
Total Accounts Receivable - Net$1,430 $1,393 

The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of risk characteristics, historical payment experience, and the age of outstanding receivables adjusted for forward-looking economic conditions as necessary. Credit losses recognized on the Company’s accounts receivable were not material in the second quarters or six months ended June 30, 2024, and 2023.
CSX Q2 2024 Form 10-Q p.23
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.    Fair Value Measurements

Investments
The Company's investment assets are carried at fair value on the consolidated balance sheet in accordance with the Fair Value Measurements and Disclosures Topic in the ASC. They are valued with assistance from a third-party trustee and consist of fixed income mutual funds, corporate bonds and government securities. The fixed income mutual funds are valued at the net asset value of shares held based on quoted market prices determined in an active market, which are Level 1 inputs. The corporate bonds and government securities are valued using broker quotes that utilize observable market inputs, which are Level 2 inputs. Unrealized losses as of June 30, 2024, and June 30, 2023, were not material. The Company believes any impairment of investments held with gross unrealized losses to be temporary and not the result of credit risk.

The Company's investment assets are carried at fair value on the consolidated balance sheets as summarized in the following table.
June 30, 2024December 31, 2023
(Dollars in Millions)
Level 1Level 2TotalLevel 1Level 2Total
Fixed Income Mutual Funds$— $— $— $80 $— $80 
Corporate Bonds— 81 81 — 60 60 
Government Securities— 48 48 — 41 41 
Total Investments at Fair Value$— $129 $129 $80 $101 $181 
Total Investments at Amortized Cost$133 $184 

These investments have the following maturities:
(Dollars in Millions)
June 30,
2024		December 31,
2023
Less than 1 year
$4 $83 
1 - 5 years
62 37 
5 - 10 years
17 17 
Greater than 10 years
46 44 
Total Investments at Fair Value$129 $181 
CSX Q2 2024 Form 10-Q p.24
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9.    Fair Value Measurements, continued

Long-term Debt
Long-term debt is reported at carrying amount on the consolidated balance sheets and is the Company's only financial instrument with fair values significantly different from their carrying amounts. The fair value of a company's debt is a measure of its current value under present market conditions. It does not impact the financial statements under current accounting rules. The majority of the Company's long-term debt is valued with assistance from a third party that utilizes closing transactions, market quotes or market values of comparable debt. For those instruments not valued by the third party, the fair value has been estimated by applying market rates of similar instruments to the scheduled contractual debt payments and maturities. These market rates are provided by the same third party. All of the inputs used to determine the fair value of the Company's long-term debt are Level 2 inputs.

The fair value and carrying value of the Company's long-term debt is as follows:
(Dollars in Millions)
June 30,
2024		December 31,
2023
Long-term Debt (Including Current Maturities):
Fair Value$16,576 $17,528 
Carrying Value18,508 18,533 

Interest Rate Derivatives
The Company’s fixed-to-floating and forward starting interest rate swaps are carried at their respective fair values, which are determined with assistance from a third party based upon pricing models using inputs observed from actively quoted markets. All of the inputs used to determine the fair value of the swaps are Level 2 inputs. The fair value of the Company’s fixed-to-floating interest rate swaps was an asset of $9 million and $19 million (for swaps entered in 2023), and a liability of $125 million and $107 million (for swaps entered in 2022) as of June 30, 2024, and December 31, 2023, respectively. The fair value of the Company’s forward starting interest rate swap asset was $48 million as of December 31, 2023. As of June 30, 2024, the forward interest rate swap was fully settled and there is no related asset or liability. See Note 7, Debt and Credit Agreements, for further information.

CSX Q2 2024 Form 10-Q p.25
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 10.     Other Comprehensive Income (Loss)

Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders (e.g. issuance of equity securities and dividends). Generally, for CSX, total comprehensive earnings equal net earnings plus or minus adjustments for pension and other post-retirement liabilities as well as derivative activity and other adjustments. Total comprehensive earnings represent the activity for a period net of tax and was $966 million and $980 million for second quarters 2024 and 2023, respectively, and $1.9 billion and $2.0 billion for the six months ended June 30, 2024 and 2023, respectively.

While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, AOCI represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. Changes in the AOCI balance by component are shown in the following table. Amounts reclassified in pension and other post-employment benefits to net earnings relate to the amortization of actuarial losses and are included in other income - net on the consolidated income statements. See Note 6, Employee Benefit Plans, for further information. Interest rate derivatives consist of forward starting interest rate swaps classified as cash flow hedges. See Note 7, Debt and Credit Agreements, for further information. Other primarily represents CSX's share of AOCI of equity method investees. Amounts reclassified in other to net earnings are included in purchased services and other or equipment and other rents on the consolidated income statements.

Pension and Other Post-Employment BenefitsInterest Rate DerivativesOtherAccumulated Other Comprehensive (Loss) Income
(Dollars in Millions)
Balance December 31, 2023, Net of Tax (a)
$(390)$150 $(39)$(279)
Other Comprehensive Income (Loss)
Income Before Reclassifications— 4 — 4 
Amounts Reclassified to Net Earnings6 — 2 8 
Tax Expense(2)(1)— (3)
Total Other Comprehensive Income 4 3 2 9 
Balance June 30, 2024, Net of Tax
$(386)$153 $(37)$(270)
(a) See Note 11, Revision of Prior Period Financial Statements.
CSX Q2 2024 Form 10-Q p.26
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Revision of Prior Period Financial Statements

During second quarter 2024, CSX completed a review of the accounting treatment for engineering scrap and certain engineering support labor and identified misstatements in its previously filed financial statements. Miscoding of engineering materials and labor resulted in an understatement of Purchased Services and Other and Labor and Fringe and an overstatement of Properties - Net.

In accordance with the Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of the errors on the consolidated financial statements as of and for the periods ended December 31, 2023, 2022, and 2021 and its unaudited consolidated financial statements as of and for the quarters and year-to-date periods ended March 31, 2024 and 2023, June 30, 2023 and September 30, 2023 and determined that they did not result in a material misstatement to the financial condition, results of operations, or liquidity for any of these periods previously presented. However, the Company determined that the effect of recording the misstatements during the second quarter of 2024 would be material to the annual 2024 consolidated financial statements. As a result, the Company revised its previously issued consolidated financial statements.

The revision of the historical consolidated financial statements also includes the correction of other previously identified immaterial errors, which include pension-related adjustments to other comprehensive income as well as balance sheet reclassifications, that the Company had previously determined did not, either individually or in the aggregate, result in a material misstatement of its previously issued consolidated financial statements. Further information regarding the misstatements and related revisions are summarized in the tables below.

Consolidated Statements of Income and Comprehensive Income

(Dollars in Millions, Except Per Share Amounts)
Quarter Ended March 31, 2024
As Previously ReportedAdjustmentAs Revised
Labor and Fringe$798 $7 $805 
Purchased Services and Other711 10 721 
Total Expense2,327 17 2,344 
Operating Income1,354 (17)1,337 
Earnings Before Income Taxes1,185 (17)1,168 
Income Tax Expense(292)4 (288)
Net Earnings$893 $(13)$880 
Net Earnings Per Share, Basic$0.46 $(0.01)$0.45 
Net Earnings Per Share, Assuming Dilution$0.46 $(0.01)$0.45 
Total Comprehensive Earnings$899 $(13)$886 

CSX Q2 2024 Form 10-Q p.27
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11.    Revision of Prior Period Financial Statements, continued

Consolidated Statements of Income and Comprehensive Income, continued
(Dollars in Millions, Except Per Share Amounts)
Quarter Ended March 31, 2023
Quarter Ended June 30, 2023
Quarter Ended September 30, 2023
Quarter Ended December 31, 2023
As Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs Revised
Labor and Fringe$723 $6 $729 $741 $7 $748 $752 $9 $761 $808 $6 $814 
Purchased Services and Other688 9 697 684 7 691 689 11 700 703 11 714 
Depreciation and Amortization393 2 395 402 2 404 399 4 403 417 (12)405 
Total Expense2,242 17 2,259 2,217 16 2,233 2,277 24 2,301 2,360 5 2,365 
Operating Income1,464 (17)1,447 1,482 (16)1,466 1,295 (24)1,271 1,320 (5)1,315 
Earnings Before Income Taxes1,304 (17)1,287 1,312 (16)1,296 1,126 (24)1,102 1,149 (5)1,144 
Income Tax Expense(317)4 (313)(316)4 (312)(280)6 (274)(263)1 (262)
Net Earnings$987 $(13)$974 $996 $(12)$984 $846 $(18)$828 $886 $(4)$882 
Net Earnings Per Share, Basic$0.48 $(0.01)$0.47 $0.49 $— $0.49 $0.42 $— $0.42 $0.45 $— $0.45 
Net Earnings Per Share, Assuming Dilution$0.48 $(0.01)$0.47 $0.49 $— $0.49 $0.42 $(0.01)$0.41 $0.45 $— $0.45 
Total Comprehensive Earnings$989 $(13)$976 $992 $(12)$980 $864 $(18)$846 $946 $51 $997 

(Dollars in Millions, Except Per Share Amounts)
Six Months Ended June 30, 2023
Nine Months Ended
September 30, 2023
Year Ended December 31, 2023
Year Ended December 31, 2022
As Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs Revised
Labor and Fringe$1,464 $13 $1,477 $2,216 $22 $2,238 $3,024 $28 $3,052 $2,861 $24 $2,885 
Purchased Services and Other1,372 16 1,388 2,061 27 2,088 2,764 38 2,802 2,685 43 2,728 
Depreciation and Amortization795 4 799 1,194 8 1,202 1,611 (4)1,607 1,500 2 1,502 
Total Expense4,459 33 4,492 6,736 57 6,793 9,096 62 9,158 8,830 69 8,899 
Operating Income2,946 (33)2,913 4,241 (57)4,184 5,561 (62)5,499 6,023 (69)5,954 
Earnings Before Income Taxes2,616 (33)2,583 3,742 (57)3,685 4,891 (62)4,829 5,414 (69)5,345 
Income Tax Expense(633)8 (625)(913)14 (899)(1,176)15 (1,161)(1,248)17 (