CSX 10-K diff: FY 2023-12-31 → FY 2024-12-31

Paragraph-level diff of Risk Factors (Item 1A) and Management's Discussion & Analysis (Item 7).

Item 1A · Risk Factors

+20 paragraphs −20 paragraphs ~20 changed

FY 2023-12-31 (earlier)

Item 1A. Risk Factors The risks set forth in the following risk factors could have a material adverse effect on the Company's financial condition, results of operations or liquidity, and could cause those results to differ materially from those expressed or implied in the Company's forward-looking statements. Additional risks and uncertainties not currently known to the Company or that the Company currently does not deem to be material also may materially impact the Company's financial condition, results of operations or liquidity. Regulatory, Legislative and Legal New legislation, regulatory changes or other governmental actions could impact the Company's earnings or restrict its ability to independently negotiate prices.Legislation passed by Congress, new regulations issued by federal agencies, or executive orders issued by the President of the United States could significantly affect the revenues, costs, including income taxes, and profitability of the Company's business. In addition, statutes or regulations that, among other things, impose price constraints or affecting rail-to-rail competition could adversely affect the Company's profitability.Government regulation and compliance risks may adversely affect the Company's operations and financial results. The Company is subject to the jurisdiction of various regulatory agencies, including the STB, FRA, PHMSA, TSA, EPA and other state, provincial, local and federal regulatory agencies for a variety of economic, health, safety, labor, environmental, tax, legal, cybersecurity and other matters. New or modified rules or regulations by these agencies could increase the Company's operating costs, adversely impact revenue or reduce operating efficiencies and affect service performance. Noncompliance with applicable laws or regulations could erode public confidence in the Company and can subject the Company to fines, penalties and other legal or regulatory sanctions. CSXT, as a common carrier by rail, is required by law to transport hazardous materials and could be adversely impacted by non-compliance with applicable regulations or from regulatory and legislative changes. CSXT is required to comply with regulations regarding the handling of hazardous materials and has a legal obligation to transport certain hazardous materials under the common carrier mandate. Applicable rules issued by the TSA place significant security and safety requirements on passenger and freight railroad carriers, rail transit systems and facilities that ship hazardous materials by rail. Noncompliance with these rules can subject the Company to significant penalties and could be a factor in litigation arising out of a train accident. Finally, legislation preventing the transport of hazardous materials through certain cities could result in network congestion and increase the length of haul for hazardous substances, which could increase operating costs, reduce operating efficiency or increase the risk of an accident involving the transport of hazardous materials.~~CSX 2023 Form 10-K p.7~~CSX CORPORATION PART I The Company may be subject to various claims and lawsuits that could result in significant expenditures. As part of its railroad and other operations, the Company is subject to various claims and lawsuits related to disputes over commercial practices, labor and unemployment matters, occupational and personal injury claims, property damage or freight damage, environmental and other matters. The Company may experience material judgments or incur significant costs to defend existing and future lawsuits. Although the Company maintains insurance to cover some of these types of claims and establishes reserves when appropriate, final amounts determined to be due on any outstanding matters may exceed the Company's insurance coverage or differ materially from the recorded reserves. Additionally, the Company could be impacted by adverse developments not currently reflected in the Company's reserve estimates. Operational, Safety and Business Disruption An epidemic or pandemic and the initiatives to reduce its transmission could adversely affect the Company's business.The Company could be materially and adversely affected by a public health crisis, including a widespread epidemic or pandemic. During a health crisis, policies and initiatives may be instituted by the public and private sector to reduce transmission, such as closures of businesses and manufacturing facilities, the promotion of social distancing, the adoption of working from home by companies and institutions, and travel restrictions. These policies or initiatives could adversely affect demand for the commodities and products that the Company transports, including import and export volume.In addition, initiatives to reduce transmission could result in supply chain disruptions, which could impact volumes and make it more difficult for the Company to serve its customers. Moreover, operations are negatively affected when a significant number of employees are quarantined as the result of exposure to a contagious illness. To the extent a public health crisis adversely affects the Company's business and financial results, it may also have the effect of heightening many of the other risks described herein. The Company relies on the security, stability and availability of its technology systems to operate its business. The Company relies on information technology in all aspects of its business. The security, stability and availability of the Company’s and its key third-party vendors’ information technology systems are critical to its ability to operate safely and effectively and to compete within the transportation industry. A successful data breach, cyber-attack, or the occurrence of any similar incident that impacts the Company’s or its key third-party vendors’ information technology systems could result in a service interruption, train accident, misappropriation of confidential or proprietary information (including personal information), process failure, or other operational difficulties. A disruption or compromise of the Company’s or its key third-party vendors' information technology systems, even for short periods of time, and any resulting theft or compromise of Company confidential or proprietary information (including personal information), could adversely affect the Company’s business or reputation, create significant legal, regulatory or financial exposure and have a material adverse impact on CSX’s business, financial condition or operations.~~CSX 2023 Form 10-K p.8~~CSX CORPORATION PART I The Company, its third-party vendors and other companies in the rail and transportation industries have been subject to, and are likely to continue to be the target of, data breaches, cyber-attacks and other similar incidents. These incidents may include, among other things, malware, ransomware, distributed denial of service attacks, social engineering, phishing, theft, malfeasance or improper access by employees or third-party vendors, software bugs, server malfunctions, software or hardware failures, human error, fraud, or other modes of attack or disruption. Attacks of these nature are increasing in frequency, levels of persistence, intensity and sophistication, including by nation-state threat actors or those associated with nation-states. Further, the Company may be at increased risk of experiencing a cyber-attack as a result of being a component of the critical U.S. infrastructure. If such an event takes place, the Company may be required to incur significant expenses in excess of existing cybersecurity insurance coverage. As cybersecurity threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities, data breaches, cyber-attacks or other similar incidents. The Company or its third-party vendors may also experience cybersecurity incidents as a result of employees, third-party vendors and other third parties with which they interact working remotely on less secure systems and environments. Despite the Company’s efforts to protect its information technology systems, it may not be able to prevent or anticipate all data breaches, cyber-attacks or other similar incidents, detect or react to such incidents in a timely manner or adequately remediate any such incident. Due to applicable laws, rules and regulations or contractual obligations, CSX may be held responsible for data breaches, cyber-attacks or other similar incidents attributed to its third-party vendors as they relate to the information CSX shares with them.Additionally, if CSX is unable to successfully acquire, develop or implement new technology, including artificial intelligence, it may suffer a competitive disadvantage within the rail industry and with companies providing other modes of transportation services.Network or supply chain constraints could have a negative impact on service, operating efficiency or volume of shipments.CSXT could experience rail network difficulties related to: (i) locomotive or crew shortages; (ii) labor shortages or other service disruptions in the supply chain affecting trucking, ports, handling facilities, customer facilities or other railroads; (iii) unpredictable increases in demand; (iv) extreme weather conditions; (v) regulatory changes resulting in forced access or impacting where and how fast CSXT can transport freight or maintain routes; (vi) reductions in availability of pooled equipment, including chassis; (vii) impacts from changes in network capacity or structure; or (viii) increased passenger activities, which could impact CSXT's operational fluidity, leading to deterioration of service, asset utilization and overall efficiency.CSXT, as a common carrier by rail, transports hazardous materials, which could expose the Company to significant costs and claims in the event of a train accident. A train accident involving the transport of hazardous materials could result in significant costs and claims arising from personal injury, property or natural resource damage, environmental penalties and remediation obligations. Such claims, if insured, could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates, which could have a material adverse effect on the Company's results of operations, financial condition, and liquidity. Under federal regulations, CSXT is required to transport certain hazardous materials under the legal duty referred to as the common carrier mandate regardless of risk or potential exposure to loss.~~CSX 2023 Form 10-K p.9~~CSX CORPORATION PART I Future acts of terrorism, war or regulatory changes to combat the risk of terrorism may cause significant disruptions in the Company's operations. Terrorist attacks, along with any government response to those attacks, may adversely affect the Company's financial condition, results of operations or liquidity. CSXT's rail lines, other key infrastructure and information technology systems may be targets or indirect casualties of acts of terror or war. This risk could cause significant business interruption and result in increased costs and liabilities and decreased revenues. In addition, premiums charged for some or all of the insurance coverage currently maintained by the Company could increase dramatically, or the coverage may no longer be available.Furthermore, in response to the heightened risk of terrorism, federal, state and local governmental bodies are proposing and, in some cases, have adopted legislation and regulations relating to security issues that impact the transportation industry. For example, the Department of Homeland Security adopted regulations that require freight railroads to implement additional security protocols when transporting hazardous materials. Complying with these or future regulations could continue to increase the Company's operating costs and reduce operating efficiencies.Severe weather or other natural occurrences could result in significant business interruptions and expenditures in excess of available insurance coverage.The Company's operations may be affected by external factors such as severe weather and other natural occurrences, including floods, hurricanes, fires and earthquakes. As a result, the Company's rail network may be damaged, its workforce may be unavailable, fuel costs may rise and significant business interruptions could occur. In addition, the performance of locomotives and railcars could be adversely affected by extreme weather conditions. Hurricanes as well as storm and flooding events have impacted the Company's network in the past, leading to interrupted service and damage to track and equipment. Changes in weather patterns caused by climate change are expected to increase the frequency, severity or duration of certain adverse weather conditions. Insurance maintained by the Company to protect against loss of business and other related consequences resulting from these natural occurrences is subject to coverage limitations, depending on the nature of the risk insured. This insurance may not be sufficient to cover all of the Company's damages or damages to others, and this insurance may not continue to be available at commercially reasonable rates. Even with insurance, if any natural occurrence leads to a catastrophic interruption of service, the Company may not be able to restore service without a significant interruption in operations.Competitive, Economic and Financial The Company faces competition from other transportation providers. The Company experiences competition in pricing, service, reliability and other factors from various transportation providers including railroads and motor carriers that operate similar routes across its service area and, to a less significant extent, barges, ships and pipelines. Other transportation providers generally use public rights-of-way that are built and maintained by governmental entities, while CSXT and other railroads must build and maintain rail networks largely using internal resources. Any future improvements or expenditures materially increasing the quality or reducing the cost of alternative modes of transportation such as through the use of automation, autonomy or electrification, or legislation providing for less stringent size or weight restrictions on trucks, could negatively impact the Company's competitive position. Additionally, any future consolidation in the rail industry could materially affect the regulatory and competitive environment in which the Company operates.~~CSX 2023 Form 10-K p.10~~CSX CORPORATION PART I Global economic conditions could negatively affect demand for commodities and other freight.A decline or disruption in general domestic and global economic conditions that affects demand for the commodities and products the Company transports, including import and export volume, could reduce revenues or have other adverse effects on the Company's cost structure and profitability. For example, slower rates of economic growth in Asia, contraction of European economies, and changes in the global supply of seaborne coal or price of seaborne coal have adverse impacts on U.S. export coal volume and result in lower coal revenue for CSX. Additionally, embargoes or changes to trade agreements or policies could result in reduced import and export volumes due to increased tariffs and lower consumer demand. If the Company experiences significant declines in demand for its transportation services with respect to one or more commodities and products or continues to experience the impacts of inflation, the Company may experience reduced revenue and increased operating costs, workforce adjustments, and other related activities, which could have a material adverse effect on the Company's financial condition, results of operations and liquidity.Changing dynamics in the U.S. and global energy markets could negatively impact profitability. Over time, changing dynamics in the U.S. and global energy markets, including the impacts of regulation and alternative fuel sources, have resulted in lower energy production from coal-fired power plants in CSX's service territory. Changes in natural gas prices, or other factors impacting demand for electricity, could impact future power generation at coal-fired plants, which would affect the Company's coal volumes and revenues. Weaknesses in the capital and credit markets could negatively impact the Company’s access to capital. The Company regularly relies on capital markets for the issuance of long-term debt instruments, commercial paper and bank financing from time to time. Instability or disruptions of the capital markets, including credit markets, significant increases in interest rates, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access and could increase financing costs. A significant deterioration of the Company’s financial condition could also reduce credit ratings and could limit or affect its access to external sources of capital and increase the costs of short and long-term debt financing. Availability of Critical Supplies and Labor The unavailability of critical resources could adversely affect the Company’s operational efficiency and ability to meet demand.Marketplace conditions for resources like locomotives as well as the availability of qualified personnel, including engineers and conductors as well as other skilled professional or technical employees, could each have a negative impact on the Company’s ability to meet demand for rail service. Although the Company strives to maintain adequate resources and personnel for the current business environment, unpredictable increases in demand for rail services or extreme weather conditions may exacerbate such risks, which could have a negative impact on the Company’s operational efficiency and otherwise have a material adverse effect on the Company’s financial condition, results of operations, or liquidity in a particular period. CSX 2023 Form 10-K p.11CSX CORPORATION PART I Disruption to a key railroad industry supplier could negatively affect operating efficiency and increase costs. The capital intensive and unique nature of core rail equipment (including rail, ties, freight cars and locomotives) limits the number of railroad equipment suppliers. If any of the current manufacturers stops production or experiences a supply shortage, CSXT could experience a significant cost increase or material shortage. In addition, a few critical railroad suppliers are foreign and, as such, adverse developments in international relations, new trade regulations, disruptions in international shipping or increases in global demand could make procurement of these supplies more difficult or increase CSXT's costs. Additionally, if a fuel supply shortage were to arise, the Company would be negatively impacted. Failure to complete negotiations on collective bargaining agreements could result in strikes and/or work stoppages. Most of CSX's employees are represented by labor unions and are covered by collective bargaining agreements. These agreements are either bargained for nationally by the National Carriers Conference Committee or locally between CSX and the union. Such agreements are negotiated over the course of several years and previously have not resulted in any extended work stoppages. Under the Railway Labor Act's procedures (which include mediation, cooling-off periods and the possibility of an intervention by the President of the United States), during negotiations neither party may take action until the procedures are exhausted. If, however, CSX is unable to negotiate acceptable agreements, the employees covered by the Railway Labor Act could strike, which could result in loss of business and increased operating costs as a result of higher wages or benefits paid to union members.Climate Change and Environmental The Company’s operations and financial results could be negatively impacted by climate change and regulatory and legislative responses to climate change. There is potential for operational impacts from changing weather patterns or rising sea levels in the Company's operational territory, which could impact the Company's network or other assets. Climate change and other emissions-related laws and regulations have been proposed and, in some cases adopted, on the federal, state, provincial and local levels. These final and proposed laws and regulations take the form of restrictions, caps, taxes or other controls on emissions as well as requirements to disclose information relating to climate change. In particular, the EPA has issued various regulations and may issue additional regulations targeting emissions, including rules and standards governing emissions from certain stationary sources and from vehicles. Any of these pending or proposed laws or regulations, could adversely affect the Company's operations and financial results by, among other things: (i) reducing coal-fired electricity generation due to mandated emission standards; (ii) reducing the consumption of coal as a viable energy resource in the United States and Canada; (iii) increasing the Company's fuel, capital and other operating costs and negatively affecting operating and fuel efficiencies; and (iv) making it difficult for the Company's customers in the U.S. and Canada to produce products in a cost competitive manner. Any of these factors could reduce the amount of shipments the Company handles and have a material adverse effect on the Company's financial condition, results of operations or liquidity. In addition, CSX may become subject to legal requirements to disclose climate change related information and may become subject to demands or expectations by its supply chain partners, customers or other stakeholders to disclose information relating to climate risk or set related targets or goals. The Company's current practices with respect to climate risk disclosure may fail to meet these developing legal requirements or stakeholder demands or expectations. In addition, legislative or regulatory uncertainties and change regarding climate-related risks, including inconsistent perspectives or requirements, are likely to result in higher regulatory, compliance, credit, reputational and other risks and costs. CSX 2023 Form 10-K p.12CSX CORPORATION PART I The Company is subject to environmental laws and regulations that may result in significant costs.The Company is subject to wide-ranging federal, state, provincial and local environmental laws and regulations concerning, among other things, emissions into the air, ground and water; the handling, storage, use, generation, transportation and disposal of waste and other materials; the clean-up of hazardous material and petroleum releases and the health and safety of our employees. If the Company violates or fails to comply with these laws and regulations, CSX could be fined or otherwise sanctioned by regulators. The Company can also be held liable for consequences arising out of human exposure to any hazardous substances for which CSX is responsible. In certain circumstances, environmental liability can extend to formerly owned or operated properties, leased properties, adjacent properties and properties owned by third parties or Company predecessors, as well as to properties currently owned, leased or used by the Company.The Company has been, and may in the future be, subject to allegations or findings to the effect that it has violated, or is strictly liable under, environmental laws or regulations, and such violations can result in the Company's incurring fines, penalties or costs relating to the cleanup of environmental contamination. Although the Company believes it has appropriately recorded current and long-term liabilities for known and reasonably estimable future environmental costs, it could incur significant costs that exceed reserves or require unanticipated cash expenditures as a result of any of the foregoing. The Company also may be required to incur significant expenses to investigate and remediate known, unknown or future environmental contamination.

FY 2024-12-31 (later)

Item 1A. Risk Factors The risks set forth in the following risk factors could have a material adverse effect on the Company's financial condition, results of operations or liquidity, and could cause those results to differ materially from those expressed or implied in the Company's forward-looking statements. Additional risks and uncertainties not currently known to the Company or that the Company currently does not deem to be material also may materially impact the Company's financial condition, results of operations or liquidity. Regulatory, Legislative and Legal New legislation, regulatory changes or other governmental actions could impact the Company's earnings or restrict its ability to independently negotiate prices.Legislation passed by Congress or state or local assemblies; new regulations issued by federal, state or local agencies; executive orders issued by the President of the United States or governors; or other governmental actions could significantly affect the revenues, costs (including income taxes), and profitability of the Company's business. In addition, statutes, regulations, orders or other governmental actions that, among other things, impose price constraints, restrict access to government funding, or affecting rail-to-rail competition could adversely affect the Company's profitability.Government regulation and compliance risks may adversely affect the Company's operations and financial results. The Company is subject to the jurisdiction of various regulatory agencies, including the STB, FRA, PHMSA, TSA, EPA and other state, provincial, local and federal regulatory agencies for a variety of economic, health, safety, labor, environmental, tax, legal, cybersecurity and other matters. New or modified rules or regulations by these agencies could increase the Company's operating costs, adversely impact revenue or reduce operating efficiencies and affect service performance. Noncompliance with applicable laws or regulations could erode public confidence in the Company and can subject the Company to fines, penalties and other legal or regulatory sanctions. CSXT, as a common carrier by rail, is required by law to transport hazardous materials and could be adversely impacted by non-compliance with applicable regulations or from regulatory and legislative changes. CSXT is required to comply with regulations regarding the handling of hazardous materials and has a legal obligation to transport certain hazardous materials under the common carrier mandate. Applicable rules issued by the TSA place significant security and safety requirements on passenger and freight railroad carriers, rail transit systems and facilities that ship hazardous materials by rail. Noncompliance with these rules can subject the Company to significant penalties and could be a factor in litigation arising out of a train accident. Finally, legislation preventing the transport of hazardous materials through certain cities could result in network congestion and increase the length of haul for hazardous substances, which could increase operating costs, reduce operating efficiency or increase the risk of an accident involving the transport of hazardous materials.CSX 2024 Form 10-K p.7CSX CORPORATION PART I The Company may be subject to various claims and lawsuits that could result in significant expenditures. As part of its railroad and other operations, the Company is subject to various claims and lawsuits related to disputes over commercial practices, labor and unemployment matters, occupational and personal injury claims, property damage or freight damage, environmental and other matters. The Company may experience material judgments or incur significant costs to defend existing and future lawsuits. Although the Company maintains insurance to cover some of these types of claims and establishes reserves when appropriate, final amounts determined to be due on any outstanding matters may exceed the Company's insurance coverage or differ materially from the recorded reserves. Additionally, the Company could be impacted by adverse developments not currently reflected in the Company's reserve estimates. Operational, Safety and Business Disruption An epidemic or pandemic and the initiatives to reduce its transmission could adversely affect the Company's business.The Company has been and could in the future be materially and adversely affected by a public health crisis, including a widespread epidemic or pandemic. During a health crisis, policies and initiatives may be instituted by the public and private sector to reduce transmission, such as closures of businesses and manufacturing facilities, the promotion of social distancing, the adoption of working from home by companies and institutions, and travel restrictions. These policies or initiatives could adversely affect demand for the commodities and products that the Company transports, including import and export volume.In addition, initiatives to reduce transmission could result in supply chain disruptions, which could impact volumes and make it more difficult for the Company to serve its customers. Moreover, operations are negatively affected when a significant number of employees are quarantined as the result of exposure to a contagious illness. To the extent a public health crisis adversely affects the Company's business and financial results, it may also have the effect of heightening many of the other risks described herein. The Company relies on the security, stability and availability of its technology systems to operate its business. The Company relies on information technology in all aspects of its business. The security, stability and availability of the Company’s and its key third-party vendors’ information technology systems are critical to its ability to operate safely and effectively and to compete within the transportation industry. A successful data breach, cyber-attack, or the occurrence of any similar incident that impacts the Company’s or its key third-party vendors’ information technology systems could result in a service interruption, train accident, misappropriation of confidential or proprietary information (including personal information), process failure, or other operational difficulties. A disruption or compromise of the Company’s or its key third-party vendors' information technology systems, even for short periods of time, and any resulting theft or compromise of Company confidential or proprietary information (including personal information), could adversely affect the Company’s business or reputation, create significant legal, regulatory or financial exposure and have a material adverse impact on CSX’s business, financial condition or operations.CSX 2024 Form 10-K p.8CSX CORPORATION PART I The Company, its third-party vendors and other companies in the rail and transportation industries have been subject to, and are likely to continue to be the target of, data breaches, cyber-attacks and other similar incidents. These incidents may include, among other things, malware, ransomware, distributed denial of service attacks, social engineering, phishing, theft, malfeasance or improper access by employees or third-party vendors, software bugs, server malfunctions, software or hardware failures, human error, fraud, or other modes of attack or disruption. Attacks of these nature are increasing in frequency, levels of persistence, intensity and sophistication, including by nation-state threat actors or those associated with nation-states. Further, the Company may be at increased risk of experiencing a cyber-attack as a result of being a component of the critical U.S. infrastructure. If such an event takes place, the Company may be required to incur significant expenses in excess of existing cybersecurity insurance coverage. As cybersecurity threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities, data breaches, cyber-attacks or other similar incidents. The Company or its third-party vendors may also experience cybersecurity incidents as a result of employees, third-party vendors and other third parties with which they interact working remotely on less secure systems and environments. Despite the Company’s efforts to protect its information technology systems, it may not be able to prevent or anticipate all data breaches, cyber-attacks or other similar incidents, detect or react to such incidents in a timely manner or adequately remediate any such incident. Due to applicable laws, rules and regulations or contractual obligations, CSX may be held responsible for data breaches, cyber-attacks or other similar incidents attributed to its third-party vendors as they relate to the information CSX shares with them.Additionally, if CSX is unable to successfully acquire, develop, implement, or update new or existing technology, including artificial intelligence, it may suffer adverse financial impacts or a competitive disadvantage within the rail industry and with companies providing other modes of transportation services.Network or supply chain constraints could have a negative impact on service, operating efficiency or volume of shipments.CSXT has experienced, and in the future could experience, rail network difficulties related to: (i) locomotive or crew shortages; (ii) labor shortages or other service disruptions in the supply chain affecting trucking, ports, handling facilities, customer facilities or other railroads; (iii) unpredictable increases in demand; (iv) extreme weather conditions; (v) regulatory changes resulting in forced access or impacting where and how fast CSXT can transport freight or maintain routes; (vi) reductions in availability of pooled equipment, including chassis; (vii) impacts from changes in network capacity or structure; or (viii) increased passenger activities, which could impact CSXT's operational fluidity, leading to deterioration of service, asset utilization and overall efficiency.CSXT, as a common carrier by rail, transports hazardous materials, which could expose the Company to significant costs and claims in the event of a train accident. A train accident involving the transport of hazardous materials could result in significant costs and claims arising from personal injury, property or natural resource damage, environmental penalties and remediation obligations. Such claims, if insured, could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates, which could have a material adverse effect on the Company's results of operations, financial condition, and liquidity. Under federal regulations, CSXT is required to transport certain hazardous materials under the legal duty referred to as the common carrier mandate regardless of risk or potential exposure to loss.CSX 2024 Form 10-K p.9CSX CORPORATION PART I Future acts of terrorism, war or regulatory changes to combat the risk of terrorism may cause significant disruptions in the Company's operations. Terrorist attacks, along with any government response to those attacks, may adversely affect the Company's financial condition, results of operations or liquidity. CSXT's rail lines, other key infrastructure and information technology systems may be targets or indirect casualties of acts of terror or war. This risk could cause significant business interruption and result in increased costs and liabilities and decreased revenues. In addition, premiums charged for some or all of the insurance coverage currently maintained by the Company could increase dramatically, or the coverage may no longer be available.Federal, state and local governmental bodies have adopted legislation and regulations relating to security issues that impact the transportation industry. For example, the Department of Homeland Security adopted regulations that require freight railroads to implement additional security protocols when transporting hazardous materials. Complying with these or future regulations could continue to increase the Company's operating costs and reduce operating efficiencies.Severe weather or other natural occurrences could result in significant business interruptions and expenditures in excess of available insurance coverage.The Company's operations may be affected by external factors such as severe weather and other natural occurrences, including floods, hurricanes, fires and earthquakes. As a result, the Company's rail network may be damaged, its workforce may be unavailable, fuel costs may rise and significant business interruptions could occur. In addition, the performance of locomotives and railcars could be adversely affected by extreme weather conditions. Hurricanes as well as storm and flooding events have impacted the Company's network in the past, leading to interrupted service and damage to track structure and equipment. Changes in weather patterns are expected to increase the frequency, severity or duration of certain adverse weather conditions. Insurance maintained by the Company to protect against loss of business and other related consequences resulting from these natural occurrences is subject to coverage limitations, depending on the nature of the risk insured. This insurance may not be sufficient to cover all of the Company's damages or damages to others, and this insurance may not continue to be available at commercially reasonable rates. Even with insurance, if any natural occurrence leads to a catastrophic interruption of service, the Company may not be able to restore service without a significant interruption to operations.Competitive, Economic and Financial The Company faces competition from other transportation providers. The Company experiences competition in pricing, service, reliability and other factors from various transportation providers including railroads and motor carriers that operate similar routes across its service area and, to a less significant extent, barges, ships and pipelines. Other transportation providers generally use public rights-of-way that are built and maintained by governmental entities, while CSXT and other railroads must build and maintain rail networks largely using internal resources. Any future improvements or expenditures materially increasing the quality or reducing the cost of alternative modes of transportation such as through the use of automation, autonomy or electrification, or legislation providing for less stringent size or weight restrictions on trucks, could negatively impact the Company's competitive position. Additionally, any future consolidation in the rail industry could materially affect the regulatory and competitive environment in which the Company operates.CSX 2024 Form 10-K p.10CSX CORPORATION PART I Global economic conditions could negatively affect demand for commodities and other freight.A decline or disruption in general domestic and global economic conditions that affects demand for the commodities and products the Company transports, including import and export volume, could reduce revenues or have other adverse effects on the Company's cost structure and profitability. For example, slower rates of economic growth in Asia, contraction of European economies, and changes in the global supply of seaborne coal or price of seaborne coal have adverse impacts on U.S. export coal volume and result in lower coal revenue for CSX. Additionally, embargoes or changes to trade agreements or policies, such as tariffs, could result in reduced import and export volumes. If the Company experiences significant declines in demand for its transportation services with respect to one or more commodities and products or continues to experience the impacts of inflation, the Company may experience reduced revenue and increased operating costs, workforce adjustments, and other related activities, which could have a material adverse effect on the Company's financial condition, results of operations and liquidity.Changing dynamics in the U.S. and global energy markets could negatively impact profitability. Over time, changing dynamics in the U.S. and global energy markets, including the impacts of regulation and alternative fuel sources, have resulted in lower energy production from coal-fired power plants in CSX's service territory. Changes in natural gas prices, or other factors impacting demand for electricity, could impact future power generation at coal-fired plants, which would affect the Company's coal volumes and revenues. Weaknesses in the capital and credit markets could negatively impact the Company’s access to capital. The Company regularly relies on capital markets for the issuance of long-term debt instruments, commercial paper and bank financing from time to time. Instability or disruptions of the capital markets, including credit markets, significant increases in interest rates, or the deterioration of the Company’s financial condition due to internal or external factors, could restrict or prohibit access and could increase financing costs. A significant deterioration of the Company’s financial condition could also reduce credit ratings and could limit or affect its access to external sources of capital and increase the costs of short and long-term debt financing. Availability of Critical Supplies and Labor The unavailability of critical resources could adversely affect the Company’s operational efficiency and ability to meet demand.Marketplace conditions for resources like locomotives and the availability of qualified personnel, including engineers and conductors as well as other skilled professional or technical employees, could each have a negative impact on the Company’s ability to meet demand for rail service. Although the Company strives to maintain adequate resources and personnel for the current business environment, unpredictable increases in demand for rail services or extreme weather conditions may exacerbate such risks, which could have a negative impact on the Company’s operational efficiency and otherwise have a material adverse effect on the Company’s financial condition, results of operations, or liquidity in a particular period. CSX 2024 Form 10-K p.11CSX CORPORATION PART I Disruption to a key railroad industry supplier could negatively affect operating efficiency and increase costs. The capital intensive and unique nature of core rail equipment (including rail, ties, freight cars and locomotives) limits the number of railroad equipment suppliers. If any of the current manufacturers stops production or experiences a supply shortage, CSXT could experience a significant cost increase or material shortage. In addition, a few critical railroad suppliers are foreign and, as such, adverse developments in international relations, new trade regulations, disruptions in international shipping or increases in global demand could make procurement of these supplies more difficult or increase CSXT's costs. Additionally, if a fuel supply shortage were to arise, the Company would be negatively impacted. Failure to complete negotiations on collective bargaining agreements could result in strikes and/or work stoppages. Most of CSX's employees are represented by labor unions and are covered by collective bargaining agreements. These agreements are either bargained for nationally by the National Carriers Conference Committee or locally between CSX and the union. Such agreements are negotiated over the course of several years and previously have not resulted in any extended work stoppages. Under the Railway Labor Act's procedures (which include mediation, cooling-off periods and the possibility of an intervention by the President of the United States), during negotiations neither party may take action until the procedures are exhausted. If, however, CSX is unable to negotiate acceptable agreements, the employees covered by the Railway Labor Act could strike, which could result in loss of business and increased operating costs as a result of higher wages or benefits paid to union members.Climate and Environmental The Company’s operations and financial results could be negatively impacted by climate or weather-related risks as well as regulatory and legislative responses. There is potential for operational impacts from climate-related risks, including changing weather patterns, in the Company's operational territory, which could impact the Company's network or other assets. Climate and emissions-related laws and regulations have been proposed and, in some cases adopted, on the federal, state, provincial and local levels. These final and proposed laws and regulations take the form of restrictions, caps, taxes or other controls on emissions as well as requirements to disclose climate-related information. In particular, the EPA has issued various regulations and may issue additional regulations targeting emission reductions, including rules and standards governing emissions from certain stationary and mobile sources. Any of these pending or proposed laws or regulations, could adversely affect the Company's operations and financial results by, among other things: (i) reducing coal-fired electricity generation due to mandated emission standards; (ii) reducing the consumption of coal as a viable energy resource in the United States and Canada; (iii) increasing the Company's fuel, capital and other operating costs and negatively affecting operating and fuel efficiencies; and (iv) making it difficult for the Company's customers in the U.S. and Canada to produce products in a cost competitive manner. Any of these factors could reduce the amount of shipments the Company handles and have a material adverse effect on the Company's financial condition, results of operations or liquidity. In addition, CSX may become subject to legal requirements to disclose climate-related information and may become subject to demands or expectations by its supply chain partners, customers or other stakeholders to disclose information relating to climate risk or set related targets or goals. The Company's current practices with respect to climate risk disclosure may fail to meet these developing legal requirements or stakeholder demands or expectations. In addition, legislative or regulatory uncertainties and change regarding climate-related risks, including inconsistent perspectives or requirements, are likely to result in higher regulatory, compliance, credit, reputational and other risks and costs. CSX 2024 Form 10-K p.12CSX CORPORATION PART I The Company is subject to environmental laws and regulations that may result in significant costs.The Company is subject to wide-ranging federal, state, provincial and local environmental laws and regulations concerning, among other things, emissions into the air, ground and water; the handling, storage, use, generation, transportation and disposal of waste and other materials; the clean-up of hazardous material and petroleum releases and the health and safety of our employees. If the Company violates or fails to comply with these laws and regulations, CSX could be fined or otherwise sanctioned by regulators. The Company can also be held liable for consequences arising out of human exposure to any hazardous or otherwise harmful substances that CSX is transporting or storing. In certain circumstances, environmental liability can extend to formerly owned or operated properties, leased properties, adjacent properties and properties owned by third parties or Company predecessors, as well as to properties currently owned, leased or used by the Company.The Company has been, and may in the future be, subject to allegations or findings to the effect that it has violated, or is strictly liable under, environmental laws or regulations, and such violations can result in the Company's incurring fines, penalties or costs relating to the cleanup of environmental contamination. Although the Company believes it has appropriately recorded current and long-term liabilities for known and reasonably estimable future environmental costs, it could incur significant costs that exceed reserves or require unanticipated cash expenditures as a result of any of the foregoing. The Company also may be required to incur significant expenses to investigate and remediate known, unknown or future environmental contamination.

Item 7 · Management's Discussion & Analysis

+214 paragraphs −188 paragraphs ~188 changed

FY 2023-12-31 (earlier)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations TERMS USED BY CSX When used in this report, unless otherwise indicated by the context, these terms are used to mean the following: Car hire - A charge paid by one railroad for its use of cars belonging to another railroad or car owner. Class I freight railroad - One of the largest line haul freight railroads as determined based on operating revenue; the exact revenue required to be in each class is periodically adjusted for inflation by the Surface Transportation Board. Smaller railroads are classified as Class II or Class III. Common carrier mandate - A federal mandate that requires U.S. railroads to accommodate reasonable requests from shippers to carry any freight, including hazardous materials. Demurrage - A charge assessed by railroads for the use of rail cars by shippers or receivers of freight beyond a specified free time. Department of Transportation ("DOT") - A U.S. government agency with jurisdiction over matters of all modes of transportation. Depreciation study - Conducted by a third-party specialist and analyzed by management, a periodic statistical analysis of fixed asset service lives, salvage values, accumulated depreciation, and other factors for group assets along with a comparison of similar asset groups at other companies. Double-stack - Stacking containers two-high on specially equipped cars. Economic Profit (CSX Cash Earnings or CCE) - A non-GAAP measure designed to incentivize strategic investments earning more than the required return. Economic Profit is calculated as CSX’s gross cash earnings (after-tax adjusted EBITDA) minus the capital charge (long-term average cost of capital) on gross operating assets. Environmental Protection Agency (“EPA”) - A U.S. government agency that has regulatory authority with respect to environmental law. Federal Railroad Administration ("FRA") - The branch of the DOT that is responsible for developing and enforcing railroad safety regulations, including safety standards for rail infrastructure and equipment.Free cash flow - The calculation of a non-GAAP measure by using net cash provided by operating activities and adjusting for property additions and certain other investing activities. Free cash flow is a measure of cash available for paying dividends, share repurchases and principal reduction on outstanding debt.Group-life depreciation - A type of depreciation in which assets with similar useful lives and characteristics are aggregated into groups. Instead of calculating depreciation for individual assets, depreciation is calculated as a whole for each group. Incidental charges - Charges for switching, demurrage, storage, etc. Intermodal - A flexible way of transporting freight over highway, rail and water without being removed from the original transportation equipment, namely a container or trailer.~~CSX 2023 Form 10-K p.26~~CSX CORPORATION PART II Mainline - The main track thoroughfare, exclusive of terminals, yards, sidings and turnouts. Pipeline and Hazardous Materials Safety Administration (“PHMSA”) - An agency within the DOT that, together with the FRA, has broad jurisdiction over railroad operating standards and practices, including hazardous materials requirements. Positive Train Control ("PTC") - An interoperable train control system designed to prevent train-to-train collisions, over-speed derailments, incursions into established work-zone limits, and train diversions onto another set of tracks. Revenue adequacy - The achievement of a rate of return on investment over time at least equal to the industry cost of investment capital, as measured by the STB. Shipper - A customer shipping freight via rail. Siding - Track adjacent to the mainline used for passing trains. Staggers Act of 1980 - Congressional law that significantly deregulated the rail industry, replacing the regulatory structure in existence since the 1887 Interstate Commerce Act. Where previously rates were controlled by the Interstate Commerce Commission, the Staggers Act allowed railroads to establish their own rates for shipments, enhancing their ability to compete with other modes of transportation. Surface Transportation Board ("STB") - An independent governmental adjudicatory body administratively housed within the DOT, responsible for the economic regulation of interstate surface transportation within the United States. Switching - Putting cars in a specific order, placing cars for loading, retrieving empty cars or adding or removing cars from a train at an intermediate point. Terminal - A facility, typically owned by a railroad, for the handling of freight and for the breaking up, making up, forwarding and servicing of trains. Transportation Security Administration (“TSA”) - A component of the Department of Homeland Security with broad authority over railroad operating practices that may have homeland security implications. TTX Company ("TTX") - A company that provides its owner-railroads with standardized fleets of intermodal, automotive and general use railcars at time and mileage rates. CSX owns about 20 percent of TTX's common stock, and the remainder is owned by the other leading North American railroads and their affiliates. Turnout - A track that diverts trains from one track to another. Yard - A system of tracks, other than main tracks and sidings, used for making up trains, storing cars and other purposes.~~CSX 2023 Form 10-K p.27~~CSX CORPORATION PART II2023 HIGHLIGHTS • Revenue of $14.7 billion decreased $196 million or 1% versus the prior year. • Expenses of $9.1 billion increased $266 million or 3% year over year. • Operating income of $5.6 billion decreased $462 million or 8% year over year. • Operating ratio of 62.1% increased 260 basis points from 59.5%. • Earnings per diluted share of $1.85 decreased $0.10 or 5% year over year.RESULTS OF OPERATIONSThe following section generally discusses the Company's results of operations and financial condition for the year ended December 31, 2023, compared to the year ended December 31, 2022. A discussion regarding results of operations and financial condition for the year ended December 31, 2022, compared to the year ended December 31, 2021, can be found in Part II, Item 7 of CSX's Annual Report on Form 10-K for the year ended 2022, filed with the Securities and Exchange Commission on February 15, 2023. 2023 vs. 2022 Results of OperationsYears Ended~~2023 2022 $ Change % Change~~(Dollars in Millions)~~Revenue $ 14,657 $ 14,853 $ (196) (1) %~~ExpenseLabor and Fringe 3,024 2,861 (163) (6) Purchased Services and Other 2,764 2,685 (79) (3) Depreciation and Amortization 1,611 1,500 (111) (7) Fuel 1,377 1,626 249 15 Equipment and Other Rents 354 396 42 11 Gains on Property Dispositions (34) (238) (204) (86) Total Expense 9,096 8,830 (266) (3) Operating Income 5,561 6,023 (462) (8) Interest Expense (809) (742) (67) (9) Other Income - Net 139 133 6 5 Income Tax Expense (1,176) (1,248) 72 6 Net Earnings $ 3,715 $ 4,166 $ (451) (11) Earnings Per Diluted Share $ 1.85 $ 1.95 $ (0.10) (5) % Operating Ratio 62.1 % 59.5 % (260) bps CSX 2023 Form 10-K p.28CSX CORPORATION PART II Volume and Revenue (Unaudited) Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars) Volume Revenue Revenue Per Unit2023 2022 % Change 2023 2022 % Change 2023 2022 % Change Chemicals 642 641 — % $ 2,599 $ 2,584 1 % $ 4,048 $ 4,031 — % Agricultural and Food Products 468 481 (3) % 1,657 1,664 — % 3,541 3,459 2 % Automotive 388 338 15 % 1,219 1,054 16 % 3,142 3,118 1 % Minerals 358 337 6 % 733 658 11 % 2,047 1,953 5 % Metals and Equipment 284 267 6 % 917 828 11 % 3,229 3,101 4 % Forest Products 282 291 (3) % 1,012 996 2 % 3,589 3,423 5 % Fertilizers 199 203 (2) % 516 455 13 % 2,593 2,241 16 % Total Merchandise 2,621 2,558 2 % 8,653 8,239 5 % 3,301 3,221 2 % Intermodal 2,766 2,963 (7) % 2,060 2,306 (11) % 745 778 (4) % Coal 755 697 8 % 2,484 2,434 2 % 3,290 3,492 (6) % Trucking — — — % 882 966 (9) % — — — % Other — — — % 578 908 (36) % — — — % Total 6,142 6,218 (1) % $ 14,657 $ 14,853 (1) % $ 2,386 $ 2,389 — % CSX 2023 Form 10-K p.29CSX CORPORATION PART II RevenueTotal revenue decreased by $196 million in 2023, or 1%, when compared to the previous year primarily due to decreases in other revenue, lower fuel recovery, pricing declines in export coal due to the impact of lower benchmark rates and declines in intermodal volume. These declines were partially offset by pricing and volume gains in merchandise and higher coal volumes.Merchandise VolumeChemicals - Increased shipments of export plastics, waste, and sand were offset by lower shipments of materials used in making plastics. Agricultural and Food Products – Decreased primarily due to lower shipments of ethanol and export grain. Automotive - Increased due to higher North American vehicle production as well as new business wins. Minerals - Increased due to higher shipments of aggregates and cement driven by increased road construction and other infrastructure-related activities. Metals and Equipment - Increased due to higher steel and scrap shipments, as well as stronger equipment shipments. Forest Products – Decreased primarily due to lower shipments of pulpboard, paper, and lumber, partially offset by higher shipments of other building products. Fertilizers - Decreased due to declines in short-haul shipments, which were partially offset by increases in long-haul potash and phosphate shipments.Intermodal VolumeLower volume was due to decreased international shipments driven by high inventory levels and lower imports. Domestic shipments increased due to growth with key customers as well as the prior year impact of supply-side constraints.Coal Volume~~Export coal increased due to higher shipments of metallurgical and thermal coal. Domestic coal decreased due to lower shipments of coal to northern utility plants.~~Trucking Revenue~~Trucking revenue decreased $84 million versus the prior year due to lower fuel and capacity surcharges.~~Other Revenue~~Other revenue was $330 million lower, primarily resulting from lower intermodal storage and equipment usage. CSX 2023 Form 10-K p.30~~CSX CORPORATION PART II ExpenseIn 2023, total expenses increased $266 million, or 3%, compared to prior year. Descriptions of each expense category as well as significant year-over-year changes are described below. Labor and Fringe expenses include employee wages and related payroll taxes, health and welfare costs, pension, other post-retirement benefits and incentive compensation. These expenses increased $163 million due to the following items: • An increase of $144 million was driven by inflation. • An increase of $89 million was due to the impacts of higher headcount and union employee vacation and sick benefits. • Incentive compensation costs decreased $34 million primarily due to lower expected payouts as well as the impacts of accelerated expense for eligible employees in the prior year. • Prior year amounts included $32 million of out-of-period labor and benefit costs due to the agreement reached with labor unions. • Other costs decreased by $4 million due to non-significant items. Purchased Services and Other expenses consist primarily of contracted services to maintain infrastructure and equipment, terminal and pier services, purchased trucking and other transportation, and professional services. This category also includes costs related to materials, travel, casualty claims, environmental remediation, train accidents, property and sales tax, utilities and other items. Total purchased services and other expenses increased $79 million driven by the following: • An increase of $101 million was due to higher operating support costs, which were primarily due to inflation and higher repair and maintenance costs. These increases were partially offset by lower volume and reduced congestion in intermodal operations. • A decrease of $54 million was due to insurance recoveries in the current year. • All other costs increased $32 million as higher technology spending, inflation and other increases were partially offset by lower trucking expenses and other non-significant items. Depreciation expense primarily relates to recognizing the costs of capital assets, such as locomotives, railcars and track structure, over their respective useful lives, which are reviewed periodically as part of depreciation studies. This expense is impacted primarily by the capital expenditures made each year. Depreciation expense increased $111 million primarily due to the impacts of a 2022 equipment depreciation study as well as a larger net asset base. Fuel expense includes locomotive diesel fuel as well as non-locomotive fuel. This expense is largely driven by the market price and locomotive consumption of diesel fuel. Fuel expense decreased $249 million primarily due to a 19% decrease in locomotive fuel prices, partially offset by higher fuel consumption. Equipment and Other Rents expense includes rent paid for freight cars owned by other railroads or private companies, net of rents received by CSXT for use of its equipment. This category of expenses also includes expenses for short-term and long-term leases of locomotives, railcars, containers, tractors and trailers, offices and other rentals. These expenses decreased $42 million primarily due to lower car hire costs from improved car cycle times, partially offset by costs related to higher automotive volume. Gains on Property Dispositions decreased to $34 million in 2023 from $238 million in 2022 primarily due to the inclusion of $144 million of gains in 2022 from the sale of property rights to the Commonwealth of Virginia. CSX 2023 Form 10-K p.31CSX CORPORATION PART II Interest ExpenseInterest Expense includes interest on long-term debt and related fair value hedges, equipment obligations and finance leases. Interest expense increased $67 million primarily as a result of higher average debt balances and higher effective interest rates.Other Income - NetOther Income - Net includes investment gains, losses, interest income, components of net periodic pension and post-retirement benefit cost and other non-operating activities. Other income increased $6 million primarily due to higher interest income and other non-significant items, partially offset by a decrease in net pension benefit credits.Income Tax Expense~~Income Tax Expense decreased $72 million primarily due to lower earnings before income taxes, partially offset by prior year favorable state legislative changes.~~Net Earnings and Earnings per Diluted ShareNet Earnings decreased $451 million to $3.7 billion, and earnings per diluted share decreased $0.10 to $1.85, due to the factors mentioned above. Average shares outstanding was lower as a result of share repurchase activity during the year and had a favorable impact on earnings per diluted share. CSX 2023 Form 10-K p.32CSX CORPORATION PART II NON-GAAP MEASURES (Unaudited) CSX reports its financial results in accordance with United States generally accepted accounting principles ("GAAP"). CSX also uses certain non-GAAP measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by GAAP. Therefore, CSX’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.Economic ProfitManagement believes Economic Profit (CSX Cash Earnings or CCE) provides additional perspective to investors about financial returns generated by the business by representing a profit generated over and above the cost of capital used by the business to generate that profit. Economic Profit is designed to incentivize strategic investments that earn more than the required return. Increases in Economic Profit indicate that the Company is effectively allocating capital and rewarding shareholders by generating growth in excess of the incremental cost of capital associated with reinvestment in the business. This measure should be considered in addition to, rather than a substitute for, net income. This measure is defined by the Company as gross cash earnings minus the capital charge on gross operating assets. Gross cash earnings is calculated as Adjusted Earnings before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), less an assumed 15% cash tax. The capital charge uses a long-term average cost of capital of 8% multiplied by the gross operating assets. CSX's gross operating assets include gross properties and other non-cash assets, net of non-interest bearing liabilities. The following table reconciles net income (GAAP measure) to Economic Profit (non-GAAP measure).Years Ended(Dollars in Millions) 2023 2022 Net Income $ 3,715 $ 4,166 Add: Income Tax Expense 1,176 1,248 Remove: Other Income - Net (139) (133) Add: Interest Expense 809 742 Add: Depreciation, Amortization, and Operating Lease Expense 1,720 1,609 Remove: Unusual Items (a) — (144) Adjusted EBITDA 7,281 7,488 15% Assumed Cash Tax (1,092) (1,123) Gross Cash Earnings 6,189 6,365 Current Assets (Less Cash and Short-term Investments) (1,908) (1,843) Gross Properties (49,212) (47,471) Other Assets (3,896) (3,862) Non-Interest Bearing Liabilities 10,873 10,640 Gross Operating Assets (b) (44,143) (42,536) 8% Capital Charge (3,531) (3,403) Economic Profit (Non-GAAP) $ 2,658 $ 2,962 (a) Unusual items are defined by management as unique events with greater than $100 million full year operating income impact, consistent with the terms of the Company's long-term incentive plan agreements. Gains from the Virginia transaction of $144 million were excluded for 2022. (b) Gross operating assets reflects an average of reported balance sheet figures. CSX 2023 Form 10-K p.33CSX CORPORATION PART II Free Cash FlowManagement believes free cash flow is useful to investors as it is important in evaluating the Company’s financial performance. More specifically, free cash flow measures cash generated by the business after reinvestment. This measure represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt. Free cash flow is calculated by using net cash from operations and adjusting for property additions and proceeds from property dispositions. This measure should be considered in addition to, rather than a substitute for, cash provided by operating activities. Free cash flow before dividends decreased $412 million year-over-year to $3.3 billion primarily due to lower proceeds and advances from property dispositions, mostly attributable to the sale of property rights to the Commonwealth of Virginia in the prior year, as well as higher property additions and less cash from operating activities. Cash from operating activities includes lower cash-generating net earnings and the impact of $168 million of higher payments for retroactive wages and bonuses, and associated taxes, related to finalized labor agreements as well as the offsetting impact of $381 million of postponed federal estimated tax payments, which were extended until first quarter 2024 under an Internal Revenue Service tax relief announcement for those impacted by Hurricane Idalia. The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure).Years Ended~~2023 2022~~(Dollars in Millions)Net Cash Provided by Operating Activities $ 5,549 $ 5,619 Property Additions (2,281) (2,133) Proceeds and Advances from Property Dispositions 52 246 Free Cash Flow, before Dividends (Non-GAAP) $ 3,320 $ 3,732 CSX 2023 Form 10-K p.34CSX CORPORATION PART II OPERATING STATISTICS (Estimated) Certain operating statistics are estimated and can continue to be updated as actuals settle. The methodology for calculating train velocity, dwell, cars online and trip plan performance differs from that used by the Surface Transportation Board. The Company will continue to report these metrics to the Surface Transportation Board using the prescribed methodology. Fiscal Years~~2023 2022 Improvement/~~(Deterioration) Operations Performance (a) Train Velocity (Miles per hour)~~18.0 16.1 12 %~~Dwell (Hours)9.4 11.3 17 % Cars Online 125,580 138,074 9 % On-Time Originations 77 % 60 % 28 % On-Time Arrivals 71 % 52 % 37 % Carload Trip Plan Performance 84 % 64 % 31 % Intermodal Trip Plan Performance 95 % 90 % 6 % Fuel Efficiency 1.02 0.99 (3) %Revenue Ton-Miles (Billions)~~Merchandise 128.0 126.0 2 % Coal 37.4 33.8 11 % Intermodal 28.3 30.0 (6) % Total Revenue Ton-Miles 193.7 189.8 2 %~~Total Gross Ton-Miles (Billions)~~381.3 375.5 2 %~~Safety (b)~~FRA Personal Injury Frequency Index 0.89 1.01 12 % FRA Train Accident Rate 3.32 3.37 1 %~~(a) Beginning second quarter 2023, all operations performance metrics include results from the network acquired from Pan Am. The impact of including Pan Am data was insignificant.~~(b) Safety metrics do not include results from the network acquired from Pan Am. These metrics will be updated to include the Pan Am network results as integration completes.~~Key Performance Measures Definitions: Train Velocity - Average train speed between origin and destination in miles per hour (does not include locals, yard jobs, work trains or passenger trains). Train velocity measures actual train miles and times of a train movement on CSX's network. Dwell - Average amount of time in hours between car arrival to and departure from the yard. Cars Online - Average number of active freight rail cars on lines operated by CSX, excluding rail cars that are being repaired, in storage, those that have been sold, or private cars dwelling at a customer location more than one day. On-Time Origina tions - Percent of scheduled road trains that depart the origin yard on-time or ahead of schedule. On-Time Arrivals - Percent of scheduled road trains that arrive at the destination yard on-time to within two hours of scheduled arrival. Carload Trip Plan Performance - Percent of measured cars (excludes unit trains and other non-scheduled service as well as empty automotive shipments) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival or interchange (as applicable). Intermodal Trip Plan Performance - Percent of measured containers (excludes port shipments along with empty containers and other non-scheduled service) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival, notification or interchange (as applicab le). Fuel Efficiency - Gallons of locomotive fuel per 1,000 gross ton-miles. Revenue Ton-Miles (RTM's) - The movement of one revenue-producing ton of freight over a distance of one mile. Gross Ton-Miles (GTM's) - The movement of one ton of train weight over one mile. GTM's are calculated by multiplying total train weight by distance the train moved. Total train weight is comprised of the weight of the freight cars and their contents. FRA Personal Injury Frequency Index - Number of FRA-reportable injuries per 200,000 man-hours. FRA Train Accident Rate - Number of FRA-reportable train accidents per million train-miles.~~CSX 2023 Form 10-K p.35~~CSX CORPORATION PART II The Company is committed to continuous improvement in safety and service performance through training, innovation and investment. Training and safety programs are designed to prevent incidents that can adversely impact employees, customers and communities. Technological innovations that can detect and avoid many types of human factor incidents are designed to serve as an additional layer of protection for the Company's employees. Continued capital investment in the Company's assets, including track, bridges, signals, equipment and detection technology also supports safety performance.The Company remains focused on safety, service, and controlling costs. Velocity and dwell improved 12% and 17%, respectively, relative to 2022. Carload trip plan performance improved to 84% compared to 64% while intermodal trip plan performance improved to 95% compared to 90%, relative to 2022. CSX has seen an improvement in service metrics throughout 2023. From a safety perspective, the FRA personal injury index improved by 12% and the train-accident rate improved by 1% compared to prior year. Safety is a guiding principle at CSX and the Company remains focused on its strong safety culture, including instilling the importance of safety in new hires. CSX is committed to reducing risk and enhancing the overall safety of its employees, customers and communities in which the Company operates.LIQUIDITY AND CAPITAL RESOURCES Liquidity is a company’s ability to generate adequate amounts of cash to meet both current and future needs for obligations as they mature and to provide for planned capital expenditures, including those to address regulatory and legislative requirements. To have a complete picture of a company’s liquidity, its sources and uses of cash, balance sheet and external factors should be reviewed. Significant Cash FlowsThe following charts highlight the operating, investing and financing components of the change in cash and cash equivalents for operating, investing and financing activities for full years 2023 and 2022. In 2023, the Company generated $5.5 billion of cash from operating activities, which was $70 million less than prior year primarily driven by lower cash-generating net earnings and $168 million higher payments for retroactive wages and bonuses, including the associated taxes, related to finalized labor agreements. This decrease was partially offset by the impact of $381 million of postponed federal estimated tax payments mentioned above. Net cash used in investing activities was $2.3 billion, an increase in net spend of $156 million from the prior year primarily due to lower proceeds from property dispositions and higher property additions, partially offset by decreased acquisition spending. Cash used in financing activities was $3.9 billion, which represents an increase in net spend of $98 million from the prior year primarily due to lower proceeds from the issuance of long-term debt, partially offset by lower share repurchases. CSX 2023 Form 10-K p.36CSX CORPORATION PART IISources of Cash and LiquidityThe Company has multiple sources of liquidity, including cash generated from operations and financing sources. The Company filed a shelf registration statement with the SEC on February 16, 2022, which may be used to issue debt or equity securities at CSX’s discretion, subject to market conditions and CSX Board authorization. While CSX seeks to give itself flexibility with respect to cash requirements, there can be no assurance that market conditions would permit CSX to sell such securities on acceptable terms at any given time, or at all. In 2023, CSX issued $600 million of long-term debt. See Note 10, Debt and Credit Agreements for more information. CSX has access to a $1.2 billion five-year unsecured revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. As of December 31, 2023, the Company had no outstanding balances under this facility. The Company also has a commercial paper program, backed by the revolving credit facility, under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. As of December 31, 2023, the Company had no outstanding debt under the commercial paper program.Uses of Cash CSX uses current cash balances for general corporate purposes, which may include capital expenditures, working capital requirements, reduction or refinancing of outstanding indebtedness, redemptions and repurchases of CSX common stock, dividends to shareholders, acquisitions and other business opportunities, and contributions to the Company's qualified pension plan.In 2023, CSX continued to invest in its business to create long-term value for shareholders. The Company is committed to maintaining and improving its existing infrastructure and to positioning itself for long-term, profitable growth through optimizing network and terminal capacity. Funds used for property additions are further described below.Years Ended Capital Expenditures (Dollars in Millions)2023 2022 Track $ 1,007 $ 1,000 Bridges, Signals and Other 693 673 Total Infrastructure 1,700 1,673 Strategic Projects and Commercial Facilities 304 251 Freight Cars 136 75 Locomotives 117 104 Regulatory (including PTC) 24 30 Total Capital Expenditures $ 2,281 $ 2,133 Planned capital investments for 2024 are expected to be approximately $2.5 billion. Spending to sustain core infrastructure with a focus on safety and reliability will be a top priority. In addition, management is committed to investments that promote profitable growth, including projects supporting service enhancements and productivity initiatives, including investments in locomotives and freight cars. CSX intends to fund capital investments primarily through cash generated from operations. CSX is continually evaluating market and regulatory conditions that could affect the Company’s ability to generate sufficient returns on capital investments. CSX may revise its future estimates for capital spending as a result of changes in business conditions, tax legislation or the enactment of new laws or regulations, which could have a material adverse effect on the Company’s operations and financial performance in the future (see Risk Factors under Item 1A of this Form 10-K). CSX 2023 Form 10-K p.37CSX CORPORATION PART IICSX is committed to returning cash to shareholders. Capital structure, capital investments and cash distributions, including dividends and share repurchases, are reviewed at least annually by the Board of Directors. On February 14, 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. Management's assessment of market conditions and other factors guides the timing and volume of repurchases. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances.Material Changes in the Consolidated Balance Sheets and Working CapitalCSX's balance sheet reflects its strong capital base and the impact of CSX's balanced approach in deploying capital for the benefit of its shareholders, which includes investments in infrastructure, dividend payments and share repurchases. Further, CSX is well positioned from a liquidity standpoint. The Company ended the year with $1.4 billion of cash, cash equivalents and short-term investments. Total assets as well as total liabilities and shareholders' equity increased $496 million from prior year end. The increase in total assets was primarily due to a $693 million increase in net properties consistent with planned capital expenditures, a $113 million increase in net pension assets for qualified pension plans, a $105 million increase in materials and supplies and a $105 million increase in investments in affiliates and other companies. These increases were partially offset by a $605 million decrease in cash as noted above. Total liabilities increased $988 million from prior year end primarily due to the issuance of $600 million in long-term debt, a $414 million increase in income and other taxes payable largely related to postponed federal estimated tax payments, a $177 million increase in deferred income taxes and a $107 million increase in accounts payable. These increases were partially offset by payouts of accrued retroactive wages and bonuses totaling $238 million and debt repayments of $153 million. Total shareholders' equity decreased $492 million from prior year end primarily driven by share repurchases of $3.5 billion and dividends paid of $882 million, partially offset by net earnings of $3.7 billion. Working capital is considered a measure of a company’s ability to meet its short-term needs. CSX had a working capital surplus of $160 million at December 2023 and $1.4 billion at December 2022. This decrease of $1.2 billion since year end is primarily due to cash paid for share repurchases of $3.5 billion, property additions of $2.3 billion and dividend payments of $882 million, as well as a $558 million of long-term debt maturing in 2024. These decreases were partially offset by cash earned from operations of $5.5 billion and $600 million in cash received from debt issued. CSX 2023 Form 10-K p.38CSX CORPORATION PART IIThe Company’s working capital balance varies due to factors such as the timing of scheduled debt payments and changes in cash and cash equivalent balances. Although the Company currently has a surplus, a working capital deficit is not unusual for CSX or other companies in the industry and does not indicate a lack of liquidity. The Company continues to maintain adequate current assets to satisfy current liabilities and maturing obligations when they come due. Furthermore, CSX has sufficient financial capacity, including its revolving credit facility, commercial paper program and shelf registration statement to manage its day-to-day cash requirements and any anticipated obligations. The Company from time to time accesses the credit markets for additional liquidity.Completed Transactions Acquisition of Pan Am Systems, Inc. On June 1, 2022, CSX completed its acquisition of Pan Am. The closing price of $600 million was funded through a combination of common stock valued at $422 million and cash totaling $178 million. Total cash consideration paid to acquire the business includes a $30 million deposit paid in fourth quarter 2020. For further details, refer to Note 17, Business Combinations .Acquisition of Quality Carriers, Inc. On July 1, 2021, CSX acquired Quality Carriers, Inc. for a purchase price of $544 million in cash. This transaction was funded by cash on hand. For further details, refer to Note 17, Business Combinations.Sale of Property Rights to the Commonwealth of VirginiaOn March 26, 2021, the Company entered into a comprehensive agreement to sell certain property rights in three CSX-owned line segments to the Commonwealth of Virginia (“Commonwealth”) over three phases. Over the course of the transaction, which was completed in 2022, total proceeds of $525 million were collected and total gains of $493 million were recognized. This includes $125 million of proceeds collected and $144 million of gains recognized in 2022. For further details, refer to Note 6, Properties . CSX 2023 Form 10-K p.39CSX CORPORATION PART II Credit RatingsCredit ratings reflect an independent agency’s judgment on the likelihood that a borrower will repay a debt obligation at maturity. The ratings reflect many considerations, such as the nature of the borrower’s industry and its competitive position, the size of the company, its liquidity and access to capital and the sensitivity of a company’s cash flows to changes in the economy. The two largest rating agencies, Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service (“Moody’s”), use alphanumeric codes to designate their ratings. The highest quality rating for long-term credit obligations is AAA and Aaa for S&P and Moody’s, respectively. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. The cost and availability of unsecured financing are materially affected by CSX's long-term credit ratings. CSX's credit ratings improved during 2023 following an upgrade by Moody's from a long-term rating Baa1 (Stable) as of December 2022 to A3 (Stable) as of December 2023. S&P's long-term rating for CSX remains consistent at BBB+ (Stable) for both December 2022 and December 2023. Ratings of BBB- and Baa3 or better by S&P and Moody’s, respectively, reflect ratings on debt obligations that fall within a band of credit quality considered to be investment grade. If CSX's credit ratings were to decline to below investment-grade levels, the Company could experience significant increases in its interest cost for new debt. In addition, a decline in CSX’s credit ratings to below investment grade levels could adversely affect the market’s demand, and thus the Company’s ability to readily issue new debt. The Company is committed to maintaining an investment-grade credit profile. CSX 2023 Form 10-K p.40CSX CORPORATION PART II CONTRACTUAL OBLIGATIONS, OTHER COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS Contractual Obligations CSX is party to contractual arrangements that obligate the Company to make future cash payments. These obligations impact the Company’s liquidity and capital resource needs. The Company’s contractual obligations primarily consist of long-term debt and related interest payments, purchase commitments, leases, other-post employment benefits and agreements with Conrail.• As of December 31, 2023, the Company had outstanding fixed-rate notes with varying maturities. See Note 10, Debt and Credit Agreements , for additional information related to future debt payments. Future interest payments associated with outstanding debt total $14.3 billion, with $804 million payable in 2024. • Purchase commitments consist o f CSX’s long-term locomotive maintenance program and other commitments to purchase technology, communications, railcar maintenance and other services. See Note 8, Commitments and Contingencies , for additional information about future payments related to purchase commitments. • Capital expenditures include investments related to public-private partnerships. These partnership investments are typically for projects tha t are partially or wholly reimbursed to CSX through government awards or other funding sources. Project contribution commitments that are not reimbursable total $55 million as of December 31, 2023.• The Company’s leases include property, equipment, and line leases. See Note 7, Leases , for additional information about future payments related to leases. • Other post-employment benefits include estimated other post-retirement medical and life insurance payments and payments under non-qualified pension plans that are unfunded. See Note 9, Employee Benefit Plans , for additional information about future payments under such plans. • Conrail owns rail infrastructure and operates for the joint benefit of CSX and Norfolk Southern Corporation ("NS"). This is known as the shared asset area. Conrail charges fees for right-of-way usage, equipment rentals and transportation, switching and terminal service charges in the shared asset area. See Note 15, Investment in Affiliates and Related-Party Transactions , for additional information about future payments related to agreements with Conrail. Other Commitments and Off-Balance Sheet ArrangementsOther commitments total $187 million and primarily consist of guarantees, letters of credit and surety bonds, none of which are individually significant. These off-balance sheet arrangements are not reasonably likely to have a material effect on the Company's financial condition, results of operations or liquidity.LABOR AGREEMENTSApproximately 17,700 of the Company's approximately 23,000 employees are members of a rail labor union. As of December 2, 2022, all 12 rail unions at CSX that participated in national bargaining were covered by national agreements with the Class I railroads and CSX-specific agreements that will remain in effect through December 31, 2024. Collective agreements under the Railway Labor Act do not expire, but continue until amended, and formal notices to amend these agreements may be served as early as November 1, 2024. CSX 2023 Form 10-K p.41CSX CORPORATION PART II CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and certain revenues and expenses during the reporting period. Actual results may differ from those estimates. These estimates and assumptions are discussed with the Audit Committee of the Board of Directors on a regular basis. Significant estimates using management judgment are made for the following areas: • personal injury and environmental reserves; • pension plan accounting; and • depreciation policies for assets under the group-life method Personal Injury and Environmental Reserves Personal InjuryPersonal Injury reserves of $128 million and $126 million for 2023 and 2022, respectively, represent liabilities for employee work-related and third-party injuries. CSXT retains an independent actuary to assist management in assessing the value of personal injury claims. The methodology used by the actuary includes a development factor to reflect growth or reduction in the value of these personal injury claims. It is based largely on CSXT's historical claims and settlement experience. Actual results may vary from estimates due to the number, type and severity of the injury, costs of medical treatments and uncertainties in litigation. For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and Other Reserves, in the consolidated financial statements.EnvironmentalEnvironmental reserves were $154 million and $161 million for 2023 and 2022, respectively. 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 230 environmentally impaired sites. The Company reviews its potential liability with respect to each site identified, giving consideration to a number of factors such as:• type of clean-up required; • nature of the Company’s alleged connection to the location (e.g., generator of waste sent to the site or owner or operator of the site); • extent of the Company’s alleged connection (e.g., volume of waste sent to the location and other relevant factors); and • number, connection and financial viability of other named and unnamed potentially responsible parties at the location. 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. For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and Other Reserves, in the consolidated financial statements.~~CSX 2023 Form 10-K p.42~~CSX CORPORATION PART II Critical Accounting Estimates, continued Pension Plan AccountingThe Company sponsors defined benefit pension plans principally for salaried, management personnel. For employees hired prior to 2003, the plans provide eligible employees with retirement benefits based predominantly on years of service and compensation rates near retirement. For employees hired between 2003 and 2019, benefits are determined based on a cash balance formula, which provides benefits by utilizing interest and pay credits based upon age, service and compensation. Beginning in 2020, the CSX Pension Plan was closed to new participants. As of December 2023, the projected benefit obligation for the Company’s pension plans was $2.3 billion . For information related to the funded status of the Company's pension plans, see Note 9, Employee Benefit Plans .The accounting for these plans is subject to the guidance provided in the Compensation-Retirement Benefits Topic in the Accounting Standards Codification ("ASC"). This rule requires that management make certain assumptions relating to the following: • discount rates used to measure future obligations and interest expense; • long-term rate of return on plan assets; and • other assumptions. The Company engages independent actuaries to 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.~~Critical Accounting Estimates, continued~~Discount Rates Discount rates affect the amount of liability recorded and the service and interest cost components of pension expense. Discount rates reflect the rates at which pension benefits could be effectively settled, or in other words, how much it would cost the Company to buy enough high quality bonds to generate cash flow equal to the Company's expected future benefit payments. The Company determines the discount rate based on the market yield as of year-end for high quality corporate bonds whose maturities match the plans' expected benefit payments. The Company measures the service and interest cost components of the net pension benefits expense by using individual spot rates matched with separate cash flows for each future year. Under the spot rate approach, individual spot discount rates along the same high quality corporate bonds yield curve used to measure the pension benefit liabilities are applied to the relevant projected cash flows at the relevant maturity .The weighted average discount rate used by the Company to value its pension obligations was 4.82% and 5.02% as of December 2023, and December 2022, respectively. As of December 2023, the estimated duration of pension benefits is approximately 9 years.Each year, the discount rate is reevaluated and adjusted using the current market interest rates for high quality corporate bonds to reflect the best estimate of the current effective settlement rates. In general, if interest rates decline or rise, the assumed discount rate will change.~~CSX 2023 Form 10-K p.43~~CSX CORPORATION PART II Critical Accounting Estimates, continued Long-term Rate of Return on Plan AssetsThe expected long-term average rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for benefits included in the projected benefit obligation. In estimating that rate, the Company gives appropriate consideration to the returns being earned by the plan assets in the funds and the rates of return expected to be available for reinvestment as well as the current and projected asset mix of the funds. Management, with the assistance of an outsourced investment manager, balances market expectations obtained from various investment managers with both market and actual plan historical returns to develop a reasonable estimate of the expected long-term rate of return on assets. As this assumption is long term, the annual review may result in less frequent adjustment than other assumptions used in pension accounting. The long-term rate of return on plan assets used by the Company to value its benefit cost for the subsequent plan year was 6.75% in both 2023 and 2022.Other Assumptions The calculations made by the actuaries also include assumptions relating to mortality rates, turnover, retirement age and salary inflation rates. These assumptions are based upon historical data, recent plan experience and industry trends and are determined by management.2024 Estimated Pension Expense Net periodic pension benefit expense for 2024 is expected to be a credit of $22 million. Net periodic pension benefit expense for 2024 is expected to include service cost expense of $23 million. Service cost expense is included in labor and fringe on the consolidated income statement and all other components of net pension expense are included in other income - net. Net periodic pension expense in 2023 was a credit of $1 million. The net increase in the expected credit is primarily due to impacts from recent favorable pension asset experience. The following sensitivity analysis illustrates the effects of a 1% change in certain assumptions on the 2024 estimated pension expense:(Dollars in Millions) Pension Expense~~Discount Rate $ 12 Long-term Rate of Return $ 25 CSX 2023 Form 10-K p.44~~CSX CORPORATION PART II Critical Accounting Estimates, continued Depreciation Policies for Assets Utilizing the Group-Life MethodThe depreciable assets of the Company are depreciated using either the group-life or straight-line method of accounting, which are both acceptable depreciation methods in accordance with GAAP. The Company depreciates its railroad assets, including main-line track, locomotives and freight cars, using the group-life method of accounting. Assets depreciated under the group-life method comprise 84% of total fixed assets of $50.3 billion on a gross basis at December 31, 2023. The remaining depreciable assets of the Company, including non-railroad assets and assets under finance leases, are depreciated using the straight-line method on a per asset basis . Land is not depreciated.Management performs a review of depreciation expense and useful lives on a regular basis. Under the group-life method, the service lives and salvage values for each group of assets are determined by completing periodic depreciation studies and applying management’s methods to determine the service lives of its properties. There are several factors taken into account during the depreciation study and they include: • statistical analysis of historical life and salvage data for each group of property; • statistical analysis of historical retirements for each group of property; • evaluation of current operations; • evaluation of technological advances and maintenance schedules; • previous assessment of the condition of the assets; • management's outlook on the future use of certain asset groups; • expected net salvage to be received upon retirement; and • comparison of assets to the same asset groups with other companies.The STB requires depreciation studies be performed every three years for equipment assets (e.g., locomotives and freight cars) and every six years for road and track assets (e.g., bridges, signals, rail, ties, and ballast). The Company completed a depreciation study for its road and track assets in 2020 and for equipment assets in 2022, both of which resulted in changes to accumulated depreciation, service lives, salvage values, and other related factors for certain assets. The 2022 equipment study resulted in an increase in annual depreciation expense of approximately $80 million primarily due to deferred losses on assets depreciated using the group-life method. A depreciation study was not performed in 2023. A 1% change in the average estimated useful life of all group-life assets would result in an approximate $13 million change to the Company’s annual depreciation expense. There were no significant changes to the Company's asset lives as a result of the 2022 and 2020 studies. For additional details, including a more detailed description of our related accounting policies, see Note 6, Properties, in the consolidated financial statements.New Accounting Pronouncements and Changes in Accounting Policy~~See Note 1, Nature of Operations and Significant Accounting Policies under the caption “New Accounting Pronouncements.” CSX 2023 Form 10-K p.45~~CSX CORPORATION PART II FORWARD-LOOKING STATEMENTS Certain statements in this report and in other materials filed with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made by the Company, are forward-looking statements. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements within the meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding: • projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items; • expectations as to results of operations and operational initiatives; • expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity; • management's plans, strategies and objectives for future operations, capital expenditures, workforce levels, dividends, share repurchases, safety and service performance, proposed new services and other matters that are not historical facts, and management's expectations as to future performance and operations and the time by which objectives will be achieved; and • future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity. Forward-looking statements are typically identified by words or phrases such as "will," "should," “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. The Company cautions against placing undue reliance on forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently available to it as of the date the forward-looking statement is made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or results will be achieved. Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements.The following important factors, in addition to those discussed in Part II, Item 1A. Risk Factors and elsewhere in this report, may cause actual results to differ materially from those contemplated by any forward-looking statements:• legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry; • the outcome of litigation, claims and other contingent liabilities, including, but not limited to, those related to fuel surcharge, environmental matters, taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses; • changes in domestic or international economic, political or business conditions, including those affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation, as well as the impact of international trade agreements and tariffs) and the level of demand for products carried by CSXT;~~CSX 2023 Form 10-K p.46~~CSX CORPORATION PART II • natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company's operations, systems, property, equipment or supply chain; • competition from other modes of freight transportation, such as trucking, and competition and consolidation or financial distress within the transportation industry generally; • the cost of compliance with laws and regulations that differ from expectations as well as costs, penalties and operational and liquidity impacts associated with noncompliance with applicable laws or regulations; • the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes; • unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as well as management's decisions regarding share repurchases; • changes in fuel prices, surcharges for fuel and the availability of fuel; • the impact of natural gas prices on coal-fired electricity generation; • the impact of global supply and price of seaborne coal on CSX's export coal market; • availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages; • the inherent business risks associated with safety and security, including the transportation of hazardous materials or a cybersecurity attack which would threaten the availability and reliability of information technology; • adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response; • loss of key personnel or the inability to hire and retain qualified employees; • labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers' ability to deliver goods to the Company for shipment; • the Company's success in implementing its strategic, financial and operational initiatives, including acquisitions; • the impact of conditions in the real estate market on the Company's ability to sell assets; • changes in operating conditions and costs, including the impacts of inflation, or commodity concentrations; • the impacts of a public health crisis and any policies or initiatives instituted in response; and • the inherent uncertainty associated with projecting economic and business conditions. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in CSX's other SEC reports, which are accessible on the SEC's website at www.sec.gov and the Company's website at www.csx.com . The information on the CSX website is not part of this annual report on Form 10-K.~~CSX 2023 Form 10-K p.47~~CSX CORPORATION PART II

FY 2024-12-31 (later)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations TERMS USED BY CSX When used in this report, unless otherwise indicated by the context, these terms are used to mean the following: Car hire - A charge paid by one railroad for its use of cars belonging to another railroad or car owner. Class I freight railroad - One of the largest line haul freight railroads as determined based on operating revenue; the exact revenue required to be in each class is periodically adjusted for inflation by the Surface Transportation Board. Smaller railroads are classified as Class II or Class III. Common carrier mandate - A federal mandate that requires U.S. railroads to accommodate reasonable requests from shippers to carry any freight, including hazardous materials. Demurrage - A charge assessed by railroads for the use of rail cars by shippers or receivers of freight beyond a specified free time. Department of Transportation ("DOT") - A U.S. government agency with jurisdiction over matters of all modes of transportation. Depreciation study - Conducted by a third-party specialist and analyzed by management, a periodic statistical analysis of fixed asset service lives, salvage values, accumulated depreciation, and other factors for group assets along with a comparison of similar asset groups at other companies. Double-stack - Stacking containers two-high on specially equipped cars. Economic Profit (CSX Cash Earnings or CCE) - A non-GAAP measure designed to incentivize strategic investments earning more than the required return. Economic Profit is calculated as CSX’s gross cash earnings (after-tax adjusted EBITDA) minus the capital charge (long-term average cost of capital) on gross operating assets. Environmental Protection Agency (“EPA”) - A U.S. government agency that has regulatory authority with respect to environmental law. Federal Railroad Administration ("FRA") - The branch of the DOT that is responsible for developing and enforcing railroad safety regulations, including safety standards for rail infrastructure and equipment.Free cash flow ("FCF") - The calculation of a non-GAAP measure by using net cash provided by operating activities and adjusting for property additions and certain other investing activities. Free cash flow is a measure of cash available for paying dividends, share repurchases and principal reduction on outstanding debt.Group-life depreciation - A type of depreciation in which assets with similar useful lives and characteristics are aggregated into groups. Instead of calculating depreciation for individual assets, depreciation is calculated as a whole for each group. Incidental charges - Charges for switching, demurrage, storage, etc. Intermodal - A flexible way of transporting freight over highway, rail and water without being removed from the original transportation equipment, namely a container or trailer.CSX 2024 Form 10-K p.26CSX CORPORATION PART II Mainline - The main track thoroughfare, exclusive of terminals, yards, sidings and turnouts. Pipeline and Hazardous Materials Safety Administration (“PHMSA”) - An agency within the DOT that, together with the FRA, has broad jurisdiction over railroad operating standards and practices, including hazardous materials requirements. Positive Train Control ("PTC") - An interoperable train control system designed to prevent train-to-train collisions, over-speed derailments, incursions into established work-zone limits, and train diversions onto another set of tracks. Revenue adequacy - The achievement of a rate of return on investment over time at least equal to the industry cost of investment capital, as measured by the STB. Shipper - A customer shipping freight via rail. Siding - Track adjacent to the mainline used for passing trains. Staggers Act of 1980 - Congressional law that significantly deregulated the rail industry, replacing the regulatory structure in existence since the 1887 Interstate Commerce Act. Where previously rates were controlled by the Interstate Commerce Commission, the Staggers Act allowed railroads to establish their own rates for shipments, enhancing their ability to compete with other modes of transportation. Surface Transportation Board ("STB") - An independent governmental adjudicatory body administratively housed within the DOT, responsible for the economic regulation of interstate surface transportation within the United States. Switching - Putting cars in a specific order, placing cars for loading, retrieving empty cars or adding or removing cars from a train at an intermediate point. Terminal - A facility, typically owned by a railroad, for the handling of freight and for the breaking up, making up, forwarding and servicing of trains. Transportation Security Administration (“TSA”) - A component of the Department of Homeland Security with broad authority over railroad operating practices that may have homeland security implications. TTX Company ("TTX") - A company that provides its owner-railroads with standardized fleets of intermodal, automotive and general use railcars at time and mileage rates. CSX owns about 20 percent of TTX's common stock, and the remainder is owned by the other leading North American railroads and their affiliates. Turnout - A track that diverts trains from one track to another. Yard - A system of tracks, other than main tracks and sidings, used for making up trains, storing cars and other purposes.CSX 2024 Form 10-K p.27CSX CORPORATION PART II2024 HIGHLIGHTS • Revenue of $14.5 billion decreased $117 million or 1% versus the prior year. • Expenses of $9.3 billion increased $137 million or 1% year over year. • Operating income of $5.2 billion decreased $254 million or 5% year over year. • Operating margin of 36.1% decreased 140 basis points from 37.5%. • Earnings per diluted share of $1.79 decreased $0.03 or 2% year over year.RESULTS OF OPERATIONSThe following section generally discusses the Company's results of operations and financial condition for the year ended December 31, 2024, compared to the year ended December 31, 2023. A discussion regarding results of operations and financial condition for the year ended December 31, 2023, compared to the year ended December 31, 2022, can be found in Part II, Item 7 of CSX's Annual Report on Form 10-K for the year ended 2023, filed with the Securities and Exchange Commission on February 14, 2024. This discussion should be read in conjunction with the Consolidated Financial Statements and the related notes that appear elsewhere in this Form 10-K. The Company revised certain prior period financial statements for misstatements between the balance sheet and expense that were determined to be immaterial to previously issued financial statements. See Note 20, Revision of Prior Period Financial Statements in Item 8 of this Form 10-K. 2024 vs. 2023 Results of OperationsYears Ended2024 (a) 2023 (a) $ Change % Change(Dollars in Millions)Revenue $ 14,540 $ 14,657 $ (117) (1) %ExpenseLabor and Fringe 3,165 3,052 (113) (4) Purchased Services and Other 2,852 2,802 (50) (2) Depreciation and Amortization 1,658 1,607 (51) (3) Fuel 1,168 1,377 209 15 Equipment and Other Rents 355 354 (1) — Goodwill Impairment 108 — NM NM Gains on Property Dispositions (11) (34) (23) (68) Total Expense 9,295 9,158 (137) (1) Operating Income 5,245 5,499 (254) (5) Interest Expense (832) (809) (23) (3) Other Income - Net 142 139 3 2 Income Tax Expense (1,085) (1,161) 76 7 Net Earnings $ 3,470 $ 3,668 $ (198) (5) Earnings Per Diluted Share $ 1.79 $ 1.82 $ (0.03) (2) % Operating Margin 36.1 % 37.5 % 140 bps (a) See Note 20, Revision of Prior Period Financial Statements. NM - "Not Meaningful" CSX 2024 Form 10-K p.28CSX CORPORATION PART II Volume and Revenue (Unaudited) Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars) Volume Revenue Revenue Per Unit2024 2023 % Change 2024 2023 % Change 2024 2023 % Change Chemicals 688 642 7 % $ 2,850 $ 2,599 10 % $ 4,142 $ 4,048 2 % Agricultural and Food Products 463 468 (1) % 1,644 1,657 (1) % 3,551 3,541 — % Automotive 393 388 1 % 1,226 1,219 1 % 3,120 3,142 (1) % Minerals 361 358 1 % 772 733 5 % 2,139 2,047 4 % Forest Products 292 282 4 % 1,047 1,012 3 % 3,586 3,589 — % Metals and Equipment 265 284 (7) % 859 917 (6) % 3,242 3,229 — % Fertilizers 186 199 (7) % 505 516 (2) % 2,715 2,593 5 % Total Merchandise 2,648 2,621 1 % 8,903 8,653 3 % 3,362 3,301 2 % Intermodal 2,893 2,766 5 % 2,047 2,060 (1) % 708 745 (5) % Coal 736 755 (3) % 2,247 2,484 (10) % 3,053 3,290 (7) % Trucking — — — % 844 882 (4) % — — — % Other — — — % 499 578 (14) % — — — % Total 6,277 6,142 2 % $ 14,540 $ 14,657 (1) % $ 2,316 $ 2,386 (3) % CSX 2024 Form 10-K p.29CSX CORPORATION PART II RevenueTotal revenue decreased by $117 million in 2024, or 1%, when compared to the previous year primarily due to lower fuel recovery and lower coal revenue, which includes the impact of lower global benchmark rates. These decreases were partially offset by pricing gains in merchandise as well as higher merchandise and intermodal volumes.Merchandise VolumeChemicals - Increased due to higher shipments of plastics, crude oil, natural gas liquids, and other industrial chemicals. Agricultural and Food Products – Decreased due to lower shipments of food and consumer products, as well as wheat and export grains, partially offset by higher shipments of domestic feed grain and its ingredients, and ethanol. Automotive - Increased due to new business wins, which were partially offset by lower North American vehicle production. Minerals - Increased due to higher shipments of cement, partially offset by lower shipments of aggregates. Forest Products – Increased due to higher shipments of pulpboard, paper, and building products. Metals and Equipment - Decreased primarily due to lower steel and scrap shipments. Fertilizers - Decreased primarily due to declines in short-haul phosphates shipments.Intermodal VolumeIntermodal volume increased primarily due to international shipments driven by higher imports through east coast ports and inventory replenishments. Domestic shipments also increased due to growth with key customers despite a soft trucking environment.Coal VolumeExport coal increased due to higher shipments of metallurgical and thermal coal. Domestic coal decreased primarily due to lower shipments of coal to utility plants, as well as lower shipments to river and lake terminals.Trucking RevenueTrucking revenue decreased $38 million versus the prior year due to lower fuel and capacity surcharges.Other RevenueOther revenue was $79 million lower, primarily resulting from lower carload demurrage and other items. CSX 2024 Form 10-K p.30CSX CORPORATION PART II ExpenseIn 2024, total expenses increased $137 million, or 1%, compared to prior year. Descriptions of each expense category as well as significant year-over-year changes are described below. Labor and Fringe expenses include employee wages and related payroll taxes, health and welfare costs, pension, other post-retirement benefits and incentive compensation. These expenses increased $113 million due to the following items: • An increase of $96 million was driven by inflation. • An increase of $62 million was due to the impacts of higher headcount and union employee vacation and sick benefits. • Incentive compensation costs decreased $46 million primarily due to lower expected payouts. • Net other costs increased by $1 million due to non-significant items. Purchased Services and Other expenses consist primarily of contracted services to maintain infrastructure and equipment, terminal and pier services, purchased trucking and other transportation, and professional services. This category also includes costs related to materials, travel, casualty claims, environmental remediation, train accidents, property and sales tax, utilities and other items. Total purchased services and other expenses increased $50 million driven by the following: • An increase of $17 million was due to impairments of technology and non-rail equipment, partially offset by prior year inventory adjustments. • An increase of $17 million was due to higher operating support costs, which were primarily due to inflation and higher intermodal volumes. These increases were partially offset by efficiency savings. • All other costs increased $16 million as a result of $37 million lower insurance recoveries, other inflation impacts, and non-significant increases, which were partially offset by a $20 million favorable legal settlement and other cost savings. Depreciation expense primarily relates to recognizing the costs of capital assets, such as locomotives, railcars and track structure, over their respective useful lives, which are reviewed periodically as part of depreciation studies. This expense is impacted primarily by the capital expenditures made each year. Depreciation expense increased $51 million primarily due to a larger net asset base. Fuel expense includes locomotive diesel fuel as well as non-locomotive fuel. This expense is largely driven by the market price and locomotive consumption of diesel fuel. Fuel expense decreased $209 million primarily due to a 13% decrease in locomotive fuel prices and improved efficiency. Equipment and Other Rents expense includes rent paid for freight cars owned by other railroads or private companies, net of rents received by CSXT for use of its equipment. This category of expenses also includes expenses for short-term and long-term leases of locomotives, railcars, containers, tractors and trailers, offices and other rentals. These expenses increased $1 million primarily due to increased net car hire costs offset by other non-significant items. Goodwill Impairment expense for Quality Carriers was $108 million for 2024. Gains on Property Dispositions decreased to $11 million in 2024 from $34 million in 2023. CSX 2024 Form 10-K p.31CSX CORPORATION PART II Interest ExpenseInterest Expense includes interest on long-term debt and related fair value hedges, equipment obligations and finance leases. Interest expense increased $23 million primarily as a result of higher average debt balances.Other Income - NetOther Income - Net includes investment gains, losses, interest income, components of net periodic pension and post-retirement benefit cost and other non-operating activities. Other income increased $3 million primarily due to increases in net pension benefit credits partially offset by lower income related to customer finance charges and a decrease in investment gains.Income Tax ExpenseIncome Tax Expense decreased $76 million primarily due to lower earnings before income taxes.Net Earnings and Earnings per Diluted ShareNet Earnings decreased $198 million to $3.5 billion, and earnings per diluted share decreased $0.03 to $1.79, due to the factors mentioned above. Average shares outstanding was lower as a result of share repurchase activity during the year and had a favorable impact on earnings per diluted share. CSX 2024 Form 10-K p.32CSX CORPORATION PART II NON-GAAP MEASURES (Unaudited) CSX reports its financial results in accordance with United States generally accepted accounting principles ("GAAP"). CSX also uses certain non-GAAP measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by GAAP. Therefore, CSX’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.Adjusted Operating Results Management believes that adjusted operating income, adjusted operating margin, adjusted net earnings, and adjusted net earnings per share, assuming dilution are important in evaluating the Company's performance and for planning and forecasting future business operations and future profitability. These non-GAAP measures provide meaningful supplemental information regarding operating results because they exclude the fourth quarter 2024 non-cash impairment of Quality Carriers' goodwill, which is a significant item that is not considered indicative of future financial trends. The goodwill impairment was tax effected using rates reflective of the applicable tax amounts related to the impairment charge. These adjusted results should be considered in addition to, rather than as a substitute for, the Company's GAAP operating results. The following tables reconcile the Company's GAAP operating results for the year ended December 31, 2024 to adjusted operating results (non-GAAP measures). Year Ended Dec. 31, 2024 (Dollars in millions, except per share amounts) Operating Income Operating Margin Net Earnings Net Earnings Per Share, Assuming Dilution GAAP Operating Results $ 5,245 36.1 % $ 3,470 $ 1.79 Goodwill Impairment 108 0.7 82 0.04 Adjusted Operating Results (non-GAAP) $ 5,353 36.8 % $ 3,552 $ 1.83 CSX 2024 Form 10-K p.33 CSX CORPORATION PART IIEconomic ProfitManagement believes Economic Profit (also referred to as CSX Cash Earnings or CCE) provides an additional perspective to investors about financial returns generated by the business by representing a measure showing profit generated over and above the cost of capital used by the business to generate that profit. Economic Profit is designed to incentivize strategic investments that earn more than management’s desired minimum required return and is broadly utilized by management to make investment decisions. Therefore, disclosing Economic Profit on how management performs in this regard provides additional useful information to investors regarding the Company’s performance compared to its goals. Economic Profit should be considered in addition to, rather than a substitute for, operating income, which is the most directly comparable GAAP measure. Economic Profit is defined by the Company as Gross Cash Earnings (“GCE”) minus the Capital Charge on Gross Operating Assets (“GOA”). Increases in Economic Profit indicate that the Company is effectively allocating capital and rewarding shareholders by generating returns in excess of the incremental cost of capital associated with reinvestment in the business. GCE is calculated as operating income plus depreciation, amortization and operating lease expense, less unusual items and taxes. The Capital Charge uses a minimum required return multiplied by the GOA. CSX's GOAs include gross properties and other non-cash assets, net of non-interest bearing liabilities. The Company used a 15% tax rate and an 8% required return, for both periods presented, which is consistent with rates used for investment decisions and performance evaluation within those same periods. The tax rate is the approximate equivalent of the Company’s actual income tax expense as a percentage of pre-tax GCE. The required return rate represents management’s desired minimum return on any investment. CSX annually re-evaluates these rates to ensure they accurately represent taxes and a required return in light of internal and external factors and would adjust the rate if the annual review resulted in a preset deviation from the current rates. This focuses the Economic Profit measure on value generated by management instead of external factors, such as legislative tax policy or interest rate volatility. CSX 2024 Form 10-K p.34 CSX CORPORATION PART II The following table reconciles operating income (the most directly comparable GAAP measure) to Economic Profit (non-GAAP measure).Years Ended(Dollars in Millions) 2024 (a) 2023 (a) Operating Income $ 5,245 $ 5,499 Add: Depreciation, Amortization, and Operating Lease Expense 1,775 1,716 Remove: Unusual Items (b) 108 — Taxes (c) (1,069) (1,082) Gross Cash Earnings or "GCE" 6,059 6,133 Operating Assets Current Assets (Less Cash and Short-term Investments) (1,909) (1,889) Gross Properties (51,344) (49,498) Other Assets (4,263) (3,894) Operating Liabilities Non-Interest Bearing Liabilities 11,035 10,825 Gross Operating Assets or "GOA" (d) (46,481) (44,456) Capital Charge (e) (3,718) (3,556) Economic Profit (Non-GAAP) calculated as GCE less Capital Charge $ 2,341 $ 2,577 (a) See Note 20, Revision of Prior Period Financial Statements. (b) Unusual items are defined by management as unique events with greater than $100 million full year operating income impact, consistent with the terms of the Company's long-term incentive plan agreements. The Quality Carriers goodwill impairment was an unusual item for 2024. (c) The tax percentage rate was 15% for both periods presented. This rate is applied to the sum of operating income, depreciation, amortization and operating lease expense, and unusual items. (d) Gross operating assets reflects an average of the year-to-date quarters reported for each year presented. (e) The capital charge of 8% for both years is calculated as the minimum return multiplied by gross operating assets. CSX 2024 Form 10-K p.35CSX CORPORATION PART II Free Cash FlowManagement believes free cash flow ("FCF") is useful to investors as it is important in evaluating the Company’s financial performance. More specifically, FCF measures cash generated by the business after reinvestment. This measure represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt. FCF is calculated by using net cash from operations and adjusting for property additions and proceeds and advances from property dispositions. This measure should be considered in addition to, rather than a substitute for, cash provided by operating activities. FCF before dividends decreased $561 million year-over-year to $2.8 billion primarily due to higher property additions and less cash from operating activities. Cash from operating activities in 2024 includes the impact of $387 million of federal and state tax payments related to the 2023 tax year that were previously postponed under tax relief announcements for those impacted by Hurricane Idalia. 2024 results also reflect non-cash impacts of $429 million of federal and state tax payments postponed to 2025 under tax relief announcements for those impacted by the 2024 hurricane season. Cash from operating activities in the prior year period includes the payment of $238 million for retroactive wages and bonuses, and associated taxes, related to finalized labor agreements. The following table reconciles cash provided by operating activities (GAAP measure) to FCF before dividends (non-GAAP measure).Years Ended2024 (a) 2023 (a)(Dollars in Millions)Net Cash Provided by Operating Activities $ 5,247 $ 5,514 Property Additions (2,529) (2,257) Proceeds and Advances from Property Dispositions 66 88 Free Cash Flow or "FCF", before payment of dividends (Non-GAAP) $ 2,784 $ 3,345 (a) See Note 20, Revision of Prior Period Financial Statements. CSX 2024 Form 10-K p.36CSX CORPORATION PART II OPERATING STATISTICS (Estimated) Certain operating statistics are estimated and can continue to be updated as actuals settle. The methodology for calculating train velocity, dwell, cars online and trip plan performance differs from that used by the Surface Transportation Board. The Company will continue to report these metrics to the Surface Transportation Board using the prescribed methodology. Fiscal Years2024 2023 Improvement/(Deterioration) Operations Performance (a) Train Velocity (Miles per hour)18.3 18.0 2 %Dwell (Hours)10.3 9.4 (10) % Cars Online 127,291 125,580 (1) % On-Time Originations 73 % 77 % (5) % On-Time Arrivals 65 % 71 % (8) % Carload Trip Plan Performance 79 % 84 % (6) % Intermodal Trip Plan Performance 91 % 95 % (4) % Fuel Efficiency 0.98 1.02 4 %Revenue Ton-Miles (Billions)Merchandise 129.8 128.0 1 % Coal 35.7 37.4 (5) % Intermodal 28.8 28.3 2 % Total Revenue Ton-Miles 194.3 193.7 — %Total Gross Ton-Miles (Billions)384.4 381.3 1 %Safety (b)FRA Personal Injury Frequency Index 1.19 0.94 (27) % FRA Train Accident Rate 3.40 3.44 1 %(a) Beginning second quarter 2023, all operations performance metrics include results from the network acquired from Pan Am. The impact of including Pan Am data was insignificant.(b) Effective January 1, 2024, safety metrics include results from the Pan Am network. The impact was insignificant.Key Performance Measures Definitions: Train Velocity - Average train speed between origin and destination in miles per hour (does not include locals, yard jobs, work trains or passenger trains). Train velocity measures actual train miles and times of a train movement on CSX's network. Dwell - Average amount of time in hours between car arrival to and departure from the yard. Cars Online - Average number of active freight rail cars on lines operated by CSX, excluding rail cars that are being repaired, in storage, those that have been sold, or private cars dwelling at a customer location more than one day. On-Time Origina tions - Percent of scheduled road trains that depart the origin yard on-time or ahead of schedule. On-Time Arrivals - Percent of scheduled road trains that arrive at the destination yard on-time to within two hours of scheduled arrival. Carload Trip Plan Performance - Percent of measured cars (excludes unit trains and other non-scheduled service as well as empty automotive shipments) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival or interchange (as applicable). Intermodal Trip Plan Performance - Percent of measured containers (excludes port shipments along with empty containers and other non-scheduled service) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival, notification or interchange (as applicab le). Fuel Efficiency - Gallons of locomotive fuel per 1,000 gross ton-miles. Revenue Ton-Miles (RTM's) - The movement of one revenue-producing ton of freight over a distance of one mile. Gross Ton-Miles (GTM's) - The movement of one ton of train weight over one mile. GTM's are calculated by multiplying total train weight by distance the train moved. Total train weight is comprised of the weight of the freight cars and their contents. FRA Personal Injury Frequency Index - Number of FRA-reportable injuries per 200,000 man-hours. FRA Train Accident Rate - Number of FRA-reportable train accidents per million train-miles.CSX 2024 Form 10-K p.37CSX CORPORATION PART II The Company is committed to continuous improvement in safety and service performance through training, innovation and investment. Training and safety programs are designed to prevent incidents that can adversely impact employees, customers and communities. Technological innovations that can detect and avoid many types of human factor incidents are designed to serve as an additional layer of protection for the Company's employees. Continued capital investment in the Company's assets, including track, bridges, signals, equipment and detection technology also supports safety performance.The Company remains focused on safety, service, and controlling costs. Velocity improved by 2% while dwell increased by 10%, respectively, relative to 2023. Carload trip plan performance decreased to 79% compared to 84%, while intermodal trip plan performance decreased to 91% compared to 95%, relative to 2023. The Company continues to focus on operational improvements and executing the operating plan to deliver safe, reliable and efficient service to customers. While the personal injury frequency increased in 2024 compared to the prior year, the FRA train accident rate decreased. Safety is a top priority at CSX, and the Company is committed to reducing risk and enhancing the overall safety of its employees, customers, and communities in which the Company operates.LIQUIDITY AND CAPITAL RESOURCES Liquidity is a company’s ability to generate adequate amounts of cash to meet both current and future needs for obligations as they mature and to provide for planned capital expenditures, including those to address regulatory and legislative requirements. To have a complete picture of a company’s liquidity, its sources and uses of cash, balance sheet and external factors should be reviewed. Significant Cash FlowsThe following charts highlight the operating, investing and financing components of the change in cash and cash equivalents for operating, investing and financing activities for full years 2024 and 2023. (a) See Note 20, Revision of Prior Period Financial Statements. CSX 2024 Form 10-K p.38CSX CORPORATION PART IIIn 2024, the Company generated $267 million less cash from operating activities compared to prior year, primarily driven by the previously-discussed $387 million of federal and state tax payments related to the 2023 tax year. The 2024 results also reflect lower cash-generating net earnings as well as non-cash impacts of $429 million of federal and state tax payments postponed to 2025, as previously discussed. Cash from operating activities in the prior year includes the payment of $238 million for retroactive wages and bonuses, and associated taxes, related to finalized labor agreements. CSX used $378 million more cash for investing activities in 2024 compared to 2023, primarily as a result of higher property additions consistent with planned capital expenditures as well as the beginning of the Blue Ridge subdivision rebuild resulting from impacts of Hurricane Helene. The Company used $805 million less cash for financing activities compared to the prior year primarily due to lower share repurchases, partially offset by higher net debt repayments.Sources of Cash and LiquidityThe Company has multiple sources of liquidity, including cash generated from operations and financing sources. The Company intends to file a shelf registration statement with the SEC, which may be used to issue debt or equity securities at CSX’s discretion, subject to market conditions and CSX Board authorization. While CSX seeks to give itself flexibility with respect to cash requirements, there can be no assurance that market conditions would permit CSX to sell such securities on acceptable terms at any given time, or at all. In 2024, CSX issued $550 million of long-term debt. See Note 10, Debt and Credit Agreements for more information. CSX has access to a $1.2 billion five-year unsecured revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. As of December 31, 2024, the Company had no outstanding balances under this facility. The Company also has a commercial paper program, backed by the revolving credit facility, under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. As of December 31, 2024, the Company had no outstanding debt under the commercial paper program.Uses of Cash CSX uses current cash balances for general corporate purposes, which may include capital expenditures, working capital requirements, reduction or refinancing of outstanding indebtedness, redemptions and repurchases of CSX common stock, dividends to shareholders, acquisitions and other business opportunities, and contributions to the Company's qualified pension plan.In 2024, CSX continued to invest in its business to create long-term value for shareholders. The Company is committed to maintaining and improving its existing infrastructure and to positioning itself for long-term, profitable growth through optimizing network and terminal capacity. Funds used for property additions are further described below.Years Ended Capital Expenditures (Dollars in Millions)2024 2023 (a) Track $ 1,039 $ 983 Bridges, Signals, PTC and Other 802 717 Total Infrastructure 1,841 1,700 Strategic Projects and Commercial Facilities 364 304 Locomotives 250 117 Freight Cars 74 136 Cash Invested for Capital Expenditures $ 2,529 $ 2,257 (a) See Note 20, Revision of Prior Period Financial Statements. To conform with current year presentation, 2023 amounts have also been updated to reflect PTC expenditures in the "Bridges, Signals, PTC and Other" line item. CSX 2024 Form 10-K p.39CSX CORPORATION PART IICapital expenditures above include approximately $50 million in 2024 related to rebuilding the Blue Ridge subdivision as a result of impacts from Hurricane Helene. Planned capital investments for 2025 are expected to be consistent with 2024, except for additional costs to rebuild the Blue Ridge subdivision. Spending on the Blue Ridge rebuild is currently estimated to exceed $400 million in total. Spending to sustain core infrastructure with a focus on safety and reliability will be a top priority. In addition, management is committed to investments that promote profitable growth, including projects supporting service enhancements and productivity initiatives, including investments in locomotives and freight cars. CSX intends to fund capital investments primarily through cash generated from operations. CSX is continually evaluating market and regulatory conditions that could affect the Company’s ability to generate sufficient returns on capital investments. CSX may revise its future estimates for capital spending as a result of changes in business conditions, tax legislation or the enactment of new laws or regulations, which could have a material adverse effect on the Company’s operations and financial performance in the future (see Risk Factors under Item 1A of this Form 10-K). CSX is committed to returning cash to shareholders. Capital structure, capital investments and cash distributions, including dividends and share repurchases, are reviewed at least annually by the Board of Directors. On February 12, 2025, the Company's Board of Directors authorized an 8% increase in the quarterly cash dividend to $0.13 per common share effective March 2025. The 2025 dividend increase is the 21 st consecutive increase in CSX's annual dividend. Management's assessment of market conditions and other factors guides the timing and volume of repurchases. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances.Material Changes in the Consolidated Balance Sheets and Working CapitalCSX's balance sheet reflects its strong capital base and the impact of CSX's balanced approach in deploying capital for the benefit of its shareholders, which includes investments in infrastructure, dividend payments and share repurchases. Further, CSX is well positioned from a liquidity standpoint. The Company ended the year with $1.0 billion of cash, cash equivalents and short-term investments. Total assets as well as total liabilities and shareholders' equity increased $552 million from prior year end. The increase in total assets was primarily due to a $937 million increase in net properties consistent with planned capital expenditures and a $123 million increase in investments in affiliates and other companies. These increases were partially offset by a $420 million decrease in cash and cash equivalents as noted above and a $108 million impairment of Quality Carriers' goodwill. Total liabilities increased $30 million from prior year end primarily due to the issuance of $550 million in long-term debt and the deferral of $429 million of federal and state tax payments related to the 2024 tax year postponed under tax relief announcements for those impacted by the 2024 hurricane season. These increases were partially offset by debt repayments of $558 million and $387 million of federal and state tax payments related to the 2023 tax year that were previously postponed under tax relief announcements for those impacted by Hurricane Idalia. Total shareholders' equity increased $522 million from prior year end primarily driven by net earnings of $3.5 billion, partially offset by share repurchases of $2.2 billion and dividends paid of $930 million. Working capital is considered a measure of a company’s ability to meet its short-term needs. CSX had a working capital deficit of $456 million at December 2024 and a surplus of $136 million at December 2023. This decrease of $592 million since year end is primarily driven by a $420 million decrease in cash as property additions of $2.5 billion, share repurchases of $2.2 billion, and dividend payments of $930 million more than offset $5.2 billion in cash generated by operating activities. CSX 2024 Form 10-K p.40CSX CORPORATION PART IIThe Company’s working capital balance varies due to factors such as the timing of scheduled debt payments and changes in cash and cash equivalent balances. A working capital deficit is not unusual for CSX or other companies in the industry and does not indicate a lack of liquidity. The Company continues to maintain adequate current assets to satisfy current liabilities and maturing obligations when they come due. Furthermore, CSX has sufficient financial capacity, including its revolving credit facility, commercial paper program and its ability to file and use shelf registration statements to manage its day-to-day cash requirements and any anticipated obligations. The Company from time to time accesses the credit markets for additional liquidity.Completed Transactions Acquisition of Pan Am Systems, Inc. On June 1, 2022, CSX completed its acquisition of Pan Am. The closing price of $600 million was funded through a combination of common stock valued at $422 million and cash totaling $178 million. Total cash consideration paid to acquire the business includes a $30 million deposit paid in fourth quarter 2020. For further details, refer to Note 17, Business Combinations .Sale of Property Rights to the Commonwealth of VirginiaOn March 26, 2021, the Company entered into a comprehensive agreement to sell certain property rights in three CSX-owned line segments to the Commonwealth of Virginia over three phases. Over the course of the transaction, which was completed in 2022, total proceeds of $525 million were collected and total gains of $493 million were recognized. This includes $125 million of proceeds collected and $144 million of gains recognized in 2022. For further details, refer to Note 6, Properties . CSX 2024 Form 10-K p.41CSX CORPORATION PART II Credit RatingsCredit ratings reflect an independent agency’s judgment on the likelihood that a borrower will repay a debt obligation at maturity. The ratings reflect many considerations, such as the nature of the borrower’s industry and its competitive position, the size of the company, its liquidity and access to capital and the sensitivity of a company’s cash flows to changes in the economy. The three largest rating agencies, Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service (“Moody’s”), and Fitch Ratings ("Fitch"), use alphanumeric codes to designate their ratings. The highest quality rating for long-term credit obligations is AAA for S&P and Fitch and is Aaa for Moody’s. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. CSX's credit ratings remained stable during 2024 with no changes in the Company's S&P or Moody's ratings from prior year. Additionally, Fitch published a new first time rating of A- in April 2024. The Company's credit ratings as of December 31, 2024 are summarized below: Rating Agency Long-Term Ratings Outlook Fitch A- Stable Moody's A3 Stable S&P BBB+ Stable The cost and availability of unsecured financing are materially affected by CSX's long-term credit ratings. Ratings of BBB- by S&P and Fitch and Baa3 by Moody’s, or better, reflect ratings on debt obligations that fall within a band of credit quality considered to be investment grade. If CSX's credit ratings were to decline to below investment-grade levels, the Company could experience significant increases in its interest cost for new debt. In addition, a decline in CSX’s credit ratings to below investment grade levels could adversely affect the market’s demand, and thus the Company’s ability to readily issue new debt. The Company is committed to maintaining an investment-grade credit profile. CSX 2024 Form 10-K p.42CSX CORPORATION PART II CONTRACTUAL OBLIGATIONS, OTHER COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS Contractual Obligations CSX is party to contractual arrangements that obligate the Company to make future cash payments. These obligations impact the Company’s liquidity and capital resource needs. The Company’s contractual obligations primarily consist of long-term debt and related interest payments, purchase commitments, leases, other-post employment benefits and agreements with Conrail.• As of December 31, 2024, the Company had outstanding fixed-rate notes with varying maturities. See Note 10, Debt and Credit Agreements , for additional information related to future debt payments. Future interest payments associated with outstanding debt total $14.3 billion, with $806 million payable in 2025. • Purchase commitments consist o f CSX’s long-term locomotive maintenance and rebuild program and other commitments to purchase technology, communications, railcar maintenance and other services. See Note 8, Commitments and Contingencies , for additional information about future payments related to purchase commitments. • Capital expenditures include investments related to public-private partnerships. These partnership inve stments are typically for projects that are partially or wholly reimbursed to CSX through government awards or other funding sources. Project contribution commitments that are not reimbursable total $26 million as of December 31, 2024.• The Company’s leases include property, equipment, and line leases. See Note 7, Leases , for additional information about future payments related to leases. • Other post-employment benefits include estimated other post-retirement medical and life insurance payments and payments under non-qualified pension plans that are unfunded. See Note 9, Employee Benefit Plans , for additional information about future payments under such plans. • Conrail owns rail infrastructure and operates for the joint benefit of CSX and Norfolk Southern Corporation ("NS"). This is known as the shared asset area. Conrail charges fees for right-of-way usage, equipment rentals and transportation, switching and terminal service charges in the shared asset area. See Note 15, Investment in Affiliates and Related-Party Transactions , for additional information about future payments related to agreements with Conrail. Other Commitments and Off-Balance Sheet ArrangementsOther commitments total $208 million and primarily consist of surety bonds, guarantees, and letters of credit, none of which are individually significant. These off-balance sheet arrangements are not reasonably likely to have a material effect on the Company's financial condition, results of operations or liquidity.LABOR AGREEMENTSApproximately 17,500 of the Company's approximately 23,500 employees are members of a rail labor union. There are 12 rail unions at CSX that participate in national bargaining. As of December 2, 2022, all of these rail unions were covered by national agreements with the Class I railroads and CSX-specific agreements that remained in effect through December 31, 2024. Collective agreements under the Railway Labor Act do not expire, but continue until amended. Prior to the 2022 agreements becoming amendable, CSX worked with several major rail unions on new five-year labor agreements. As of the date of this filing, new labor agreements have been fully ratified by seven unions representing approximately 40% of the Company's unionized workforce. CSX 2024 Form 10-K p.43CSX CORPORATION PART II CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and certain revenues and expenses during the reporting period. Actual results may differ from those estimates. These estimates and assumptions are discussed with the Audit Committee of the Board of Directors on a regular basis. Significant estimates using management judgment are made for the following areas: • personal injury and environmental reserves; • pension plan accounting; and • depreciation policies for assets under the group-life method Personal Injury and Environmental Reserves Personal InjuryPersonal Injury reserves of $142 million and $128 million for 2024 and 2023, respectively, represent liabilities for employee work-related and third-party injuries. CSXT retains an independent actuary to assist management in assessing the value of personal injury claims. The methodology used by the actuary includes a development factor to reflect growth or reduction in the value of these personal injury claims. It is based largely on CSXT's historical claims and settlement experience. Actual results may vary from estimates due to the number, type and severity of the injury, costs of medical treatments and uncertainties in litigation. For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and Other Reserves, in the consolidated financial statements.EnvironmentalEnvironmental reserves were $151 million and $154 million for 2024 and 2023, respectively. 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 230 environmentally impaired sites. The Company reviews its potential liability with respect to each site identified, giving consideration to a number of factors such as:• type of clean-up required; • nature of the Company’s alleged connection to the location (e.g., generator of waste sent to the site or owner or operator of the site); • extent of the Company’s alleged connection (e.g., volume of waste sent to the location and other relevant factors); and • number, connection and financial viability of other named and unnamed potentially responsible parties at the location. 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. For additional details, including a description of our related accounting policies, see Note 5, Casualty, Environmental and Other Reserves, in the consolidated financial statements.CSX 2024 Form 10-K p.44CSX CORPORATION PART II Critical Accounting Estimates, continued Pension Plan AccountingThe Company sponsors defined benefit pension plans principally for salaried, management personnel. For employees hired prior to 2003, the plans provide eligible employees with retirement benefits based predominantly on years of service and compensation rates near retirement. For employees hired between 2003 and 2019, benefits are determined based on a cash balance formula, which provides benefits by utilizing interest and pay credits based upon age, service and compensation. Beginning in 2020, the CSX Pension Plan was closed to new participants. As of December 2024, the projected benefit obligation for the Company’s pension plans was $2.2 billion . For information related to the funded status of the Company's pension plans, see Note 9, Employee Benefit Plans .The accounting for these plans is subject to the guidance provided in the Compensation-Retirement Benefits Topic in the Accounting Standards Codification ("ASC"). This rule requires that management make certain assumptions relating to the following: • discount rates used to measure future obligations and interest expense; • long-term rate of return on plan assets; and • other assumptions. The Company engages independent actuaries to 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.Discount Rates Discount rates affect the amount of liability recorded and the service and interest cost components of pension expense. Discount rates reflect the rates at which pension benefits could be effectively settled, or in other words, how much it would cost the Company to buy enough high quality bonds to generate cash flow equal to the Company's expected future benefit payments. The Company determines the discount rate based on the market yield as of year-end for high quality corporate bonds whose maturities match the plans' expected benefit payments. The Company measures the service and interest cost components of the net pension benefits expense by using individual spot rates matched with separate cash flows for each future year. Under the spot rate approach, individual spot discount rates along the same high quality corporate bonds yield curve used to measure the pension benefit liabilities are applied to the relevant projected cash flows at the relevant maturity .The weighted average discount rate used by the Company to value its pension obligations was 5.50% and 4.82% as of December 2024, and December 2023, respectively. As of December 2024, the estimated duration of pension benefits is approximately 9 years.Each year, the discount rate is reevaluated and adjusted using the current market interest rates for high quality corporate bonds to reflect the best estimate of the current effective settlement rates. In general, if interest rates decline or rise, the assumed discount rate will change.CSX 2024 Form 10-K p.45CSX CORPORATION PART II Critical Accounting Estimates, continued Long-term Rate of Return on Plan AssetsThe expected long-term average rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for benefits included in the projected benefit obligation. In estimating that rate, the Company gives appropriate consideration to the returns being earned by the plan assets in the funds and the rates of return expected to be available for reinvestment as well as the current and projected asset mix of the funds. Management, with the assistance of an outsourced investment manager, balances market expectations obtained from various investment managers with both market and actual plan historical returns to develop a reasonable estimate of the expected long-term rate of return on assets. As this assumption is long term, the annual review may result in less frequent adjustment than other assumptions used in pension accounting. The long-term rate of return on plan assets used by the Company to value its benefit cost for the subsequent plan year was 6.75% in both 2024 and 2023.Other Assumptions The calculations made by the actuaries also include assumptions relating to mortality rates, turnover, retirement age and salary inflation rates. These assumptions are based upon historical data, recent plan experience and industry trends and are determined by management.2025 Estimated Pension Expense Net periodic pension benefit expense for 2025 is expected to be a credit of $7 million. Net periodic pension benefit expense for 2025 is expected to include service cost expense of $21 million. Service cost expense is included in labor and fringe on the consolidated income statement and all other components of net pension expense are included in other income - net. Net periodic pension expense in 2024 was a credit of $20 million. The net decrease in the expected credit is primarily due to recent less favorable plan asset experience. The following sensitivity analysis illustrates the effects of a 1% change in certain assumptions on the 2025 estimated pension expense:(Dollars in Millions) Pension ExpenseDiscount Rate $ 14 Long-term Rate of Return $ 24 CSX 2024 Form 10-K p.46CSX CORPORATION PART II Critical Accounting Estimates, continued Depreciation Policies for Assets Utilizing the Group-Life MethodThe depreciable assets of the Company are depreciated using either the group-life or straight-line method of accounting, which are both acceptable depreciation methods in accordance with GAAP. The Company depreciates its railroad assets, including main-line track, locomotives and freight cars, using the group-life method of accounting. Assets depreciated under the group-life method comprise 86% of total fixed assets of $52.2 billion on a gross basis at December 31, 2024. The remaining depreciable assets of the Company, including non-railroad assets and assets under finance leases, are depreciated using the straight-line method on a per asset basis . Land is not depreciated.Management performs a review of depreciation expense and useful lives on a regular basis. Under the group-life method, the service lives and salvage values for each group of assets are determined by completing periodic depreciation studies and applying management’s methods to determine the service lives of its properties. There are several factors taken into account during the depreciation study and they include: • statistical analysis of historical life and salvage data for each group of property; • statistical analysis of historical retirements for each group of property; • evaluation of current operations; • evaluation of technological advances and maintenance schedules; • previous assessment of the condition of the assets; • management's outlook on the future use of certain asset groups; • expected net salvage to be received upon retirement; and • comparison of assets to the same asset groups with other companies.The STB requires depreciation studies be performed every three years for equipment assets (e.g., locomotives and freight cars) and every six years for road and track assets (e.g., bridges, signals, rail, ties, and ballast). The Company completed a depreciation study for its road and track assets in 2020 and for equipment assets in 2022, both of which resulted in changes to accumulated depreciation, service lives, salvage values, and other related factors for certain assets. The 2022 equipment study resulted in an increase in annual depreciation expense of approximately $80 million primarily due to deferred losses on assets depreciated using the group-life method. The Company plans to complete the next depreciation study for equipment assets in 2025. A 1% change in the average estimated useful life of all group-life assets would result in an approximate $14 million change to the Company’s annual depreciation expense. There were no significant changes to the Company's asset lives as a result of the 2022 and 2020 studies. For additional details, including a more detailed description of our related accounting policies, see Note 6, Properties, in the consolidated financial statements.New Accounting Pronouncements and Changes in Accounting PolicySee Note 1, Nature of Operations and Significant Accounting Policies, under the caption “New Accounting Pronouncements.” CSX 2024 Form 10-K p.47CSX CORPORATION PART II FORWARD-LOOKING STATEMENTS Certain statements in this report and in other materials filed with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made by the Company, are forward-looking statements. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements within the meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding: • projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items; • expectations as to results of operations and operational initiatives; • expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity; • management's plans, strategies and objectives for future operations, capital expenditures, workforce levels, dividends, share repurchases, safety and service performance, proposed new services and other matters that are not historical facts, and management's expectations as to future performance and operations and the time by which objectives will be achieved; and • future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity. Forward-looking statements are typically identified by words or phrases such as "will," "should," “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. The Company cautions against placing undue reliance on forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently available to it as of the date the forward-looking statement is made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or results will be achieved. Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements.The following important factors, in addition to those discussed in Part I, Item 1A. Risk Factors and elsewhere in this report, may cause actual results to differ materially from those contemplated by any forward-looking statements:• legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry; • the outcome of litigation, claims and other contingent liabilities, including, but not limited to, those related to fuel surcharge, environmental matters, taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses; • changes in domestic or international economic, political or business conditions, including those affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation, as well as the impact of international trade agreements and tariffs) and the level of demand for products carried by CSXT;CSX 2024 Form 10-K p.48CSX CORPORATION PART II • natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company's operations, systems, property, equipment or supply chain; • competition from other modes of freight transportation, such as trucking, and competition and consolidation or financial distress within the transportation industry generally; • the cost of compliance with laws and regulations that differ from expectations as well as costs, penalties and operational and liquidity impacts associated with noncompliance with applicable laws or regulations; • the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes; • unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as well as management's decisions regarding share repurchases; • changes in fuel prices, surcharges for fuel and the availability of fuel; • the impact of natural gas prices on coal-fired electricity generation; • the impact of global supply and price of seaborne coal on CSX's export coal market; • availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages; • the inherent business risks associated with safety and security, including the transportation of hazardous materials or a cybersecurity attack which would threaten the availability and reliability of information technology; • adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response; • loss of key personnel or the inability to hire and retain qualified employees; • labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers' ability to deliver goods to the Company for shipment; • the Company's success in implementing its strategic, financial and operational initiatives, including acquisitions; • the impact of conditions in the real estate market on the Company's ability to sell assets; • changes in operating conditions and costs, including the impacts of inflation, or commodity concentrations; • the impacts of a public health crisis and any policies or initiatives instituted in response; and • the inherent uncertainty associated with projecting economic and business conditions. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in CSX's other SEC reports, which are accessible on the SEC's website at www.sec.gov and the Company's website at www.csx.com . The information on the CSX website is not part of this annual report on Form 10-K.CSX 2024 Form 10-K p.49CSX CORPORATION PART II