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CSX Corp. – ‘10-Q’ for 9/30/22 – ‘EX-31’

On:  Thursday, 10/20/22, at 5:48pm ET   ·   As of:  10/21/22   ·   For:  9/30/22   ·   Accession #:  277948-22-45   ·   File #:  1-08022

Previous ‘10-Q’:  ‘10-Q’ on 7/21/22 for 6/30/22   ·   Next:  ‘10-Q’ on 4/20/23 for 3/31/23   ·   Latest:  ‘10-Q’ on 4/18/24 for 3/31/24   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/21/22  CSX Corp.                         10-Q        9/30/22   81:7.9M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.60M 
 2: EX-10.1     EX-10.1 Hinrichs Employment Agreement               HTML    151K 
 3: EX-10.2     EX-10.2 Foote Transition Agreement                  HTML     46K 
 4: EX-10.3     EX-10.3 Executive Severance Plan                    HTML     73K 
 5: EX-22.1     EX-22.1 Subsidiary Issuers and Guarantors           HTML     22K 
 6: EX-31       Certification -- §302 - SOA'02                      HTML     32K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     25K 
13: R1          Cover                                               HTML     75K 
14: R2          Consolidated Income Statements (Unaudited)          HTML     93K 
15: R3          Condensed Consolidated Comprehensive Income         HTML     27K 
                Statements (Unaudited)                                           
16: R4          Consolidated Balance Sheets                         HTML    144K 
17: R5          Consolidated Balance Sheets (Parenthetical)         HTML     25K 
18: R6          Consolidated Cash Flow Statements (Unaudited)       HTML    105K 
19: R7          Consolidated Statements of Changes in               HTML    127K 
                Shareholders' Equity (Unaudited)                                 
20: R8          Consolidated Statements of Changes in               HTML     25K 
                Shareholders' Equity (Unaudited) (Parenthetical)                 
21: R9          Nature of Operations and Significant Accounting     HTML     40K 
                Policies                                                         
22: R10         Earnings Per Share                                  HTML     56K 
23: R11         Stock Plans and Share-Based Compensation            HTML     80K 
24: R12         Casualty, Environmental and Other Reserves          HTML     58K 
25: R13         Commitments and Contingencies                       HTML     36K 
26: R14         Employee Benefit Plans                              HTML     59K 
27: R15         Debt and Credit Agreements                          HTML     49K 
28: R16         Revenues                                            HTML     74K 
29: R17         Fair Value Measurements                             HTML     64K 
30: R18         Other Comprehensive Income (Loss)                   HTML     41K 
31: R19         Business Combinations                               HTML     38K 
32: R20         Goodwill and Other Intangible Assets                HTML     40K 
33: R21         Nature of Operations and Significant Accounting     HTML     54K 
                Policies (Policies)                                              
34: R22         Nature of Operations and Significant Accounting     HTML     28K 
                Policies (Tables)                                                
35: R23         Earnings Per Share (Tables)                         HTML     57K 
36: R24         Stock Plans and Share-Based Compensation (Tables)   HTML     77K 
37: R25         Casualty, Environmental and Other Reserves          HTML     46K 
                (Tables)                                                         
38: R26         Employee Benefit Plans (Tables)                     HTML     53K 
39: R27         Debt and Credit Agreements (Tables)                 HTML     44K 
40: R28         Revenues (Tables)                                   HTML     61K 
41: R29         Fair Value Measurements (Tables)                    HTML     58K 
42: R30         Other Comprehensive Income (Loss) (Tables)          HTML     39K 
43: R31         Business Combinations (Tables)                      HTML     33K 
44: R32         Goodwill and Other Intangible Assets (Tables)       HTML     39K 
45: R33         Nature of Operations and Significant Accounting     HTML     49K 
                Policies (Details)                                               
46: R34         Nature of Operations and Significant Accounting     HTML     31K 
                Policies - Schedule of Proceeds and Gains from                   
                Sale of Property Rights (Details)                                
47: R35         Earnings Per Share - Computation of Basic Earnings  HTML     58K 
                Per Share, Assuming Dilution (Details)                           
48: R36         Earnings Per Share - Antidilutive Stock Options     HTML     28K 
                Excluded from Diluted Earnings Per Share                         
                Calculation (Details)                                            
49: R37         Earnings Per Share - Narrative (Details)            HTML     34K 
50: R38         Earnings Per Share - Share Repurchases (Details)    HTML     28K 
51: R39         Stock Plans and Share-Based Compensation - Pre-tax  HTML     39K 
                Expense and Income Tax Benefits (Details)                        
52: R40         Stock Plans and Share-Based Compensation -          HTML     83K 
                Narrative (Details)                                              
53: R41         Stock Plans and Share-Based Compensation -          HTML     32K 
                Weighted Average Assumptions Used for Performance                
                Units (Details)                                                  
54: R42         Stock Plans and Share-Based Compensation - Fair     HTML     43K 
                Value Assumptions Used for Stock Options (Details)               
55: R43         Stock Plans and Share-Based Compensation - Shares   HTML     30K 
                Issued Under Employee Stock Purchase Plan                        
                (Details)                                                        
56: R44         Casualty, Environmental and Other Reserves -        HTML     43K 
                Schedule of Casualty, Environmental and Other                    
                Reserves (Details)                                               
57: R45         Casualty, Environmental and Other Reserves -        HTML     45K 
                Narrative (Details)                                              
58: R46         Commitments and Contingencies (Details)             HTML     57K 
59: R47         Employee Benefit Plans - Narrative (Details)        HTML     31K 
60: R48         Employee Benefit Plans - Components of Net          HTML     50K 
                Periodic Benefit Costs (Details)                                 
61: R49         Debt and Credit Agreements - Activity Related to    HTML     47K 
                Long-Term Debt (Details)                                         
62: R50         Debt and Credit Agreements - Narrative (Details)    HTML     80K 
63: R51         Debt and Credit Agreements - Schedule of Interest   HTML     36K 
                Rate Derivatives (Details)                                       
64: R52         Revenues - Revenues Disaggregated by Lines of       HTML     55K 
                Business (Details)                                               
65: R53         Revenues - Narrative (Details)                      HTML     40K 
66: R54         Revenues - Accounts Receivable, Net (Details)       HTML     36K 
67: R55         Fair Value Measurements - Fair Value of Investment  HTML     52K 
                Assets (Details)                                                 
68: R56         Fair Value Measurements - Investment Maturities     HTML     36K 
                (Details)                                                        
69: R57         Fair Value Measurements - Fair Value and Carrying   HTML     31K 
                Value of Long-Term Debt (Details)                                
70: R58         Fair Value Measurements - Interest Rate             HTML     35K 
                Derivatives (Details)                                            
71: R59         Other Comprehensive Income (Loss) - Narrative       HTML     27K 
                (Details)                                                        
72: R60         Other Comprehensive Income (Loss) - Changes in      HTML     70K 
                AOCI Balance by Component (Details)                              
73: R61         Business Combinations - Narrative (Details)         HTML     46K 
74: R62         Business Combinations - Preliminary Allocation of   HTML     54K 
                Total Consideration to Fair Value of Assets and                  
                Liabilities of Quality Carriers (Details)                        
75: R63         Goodwill and Other Intangible Assets - Intangible   HTML     50K 
                Assets and Goodwill (Details)                                    
76: R64         Goodwill and Other Intangible Assets - Narrative    HTML     30K 
                (Details)                                                        
79: XML         IDEA XML File -- Filing Summary                      XML    144K 
77: XML         XBRL Instance -- csx-20220930_htm                    XML   1.89M 
78: EXCEL       IDEA Workbook of Financial Reports                  XLSX    146K 
 9: EX-101.CAL  XBRL Calculations -- csx-20220930_cal                XML    176K 
10: EX-101.DEF  XBRL Definitions -- csx-20220930_def                 XML    620K 
11: EX-101.LAB  XBRL Labels -- csx-20220930_lab                      XML   1.45M 
12: EX-101.PRE  XBRL Presentations -- csx-20220930_pre               XML    921K 
 8: EX-101.SCH  XBRL Schema -- csx-20220930                          XSD    158K 
80: JSON        XBRL Instance as JSON Data -- MetaLinks              381±   568K 
81: ZIP         XBRL Zipped Folder -- 0000277948-22-000045-xbrl      Zip    540K 


‘EX-31’   —   Certification — §302 – SOA’02


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Exhibit 31
CERTIFICATION OF CEO AND CFO PURSUANT TO EXCHANGE ACT RULE
13a - 14(a) OR RULE 15d-14(a)

I, Joseph R. Hinrichs, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of CSX Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 20, 2022
/s/ JOSEPH R. HINRICHS            
Joseph R. Hinrichs
President and Chief Executive Officer





I, Sean R. Pelkey, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of CSX Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 20, 2022
/s/ SEAN R. PELKEY                
Sean R. Pelkey
Executive Vice President and Chief Financial Officer





Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed as of:10/21/22
Filed on:10/20/228-K
For Period end:9/30/22
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  CSX Corp.                         10-K       12/31/23  136:17M
 2/15/23  CSX Corp.                         10-K       12/31/22  132:17M


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/28/22  CSX Corp.                         8-K:2,8,9   7/28/22   15:571K                                   Donnelley … Solutions/FA
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Filing Submission 0000277948-22-000045   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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