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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(☒) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

(☐) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-8022

CSX_BLUE_RGB_JPG.jpg

CSX CORPORATION

(Exact name of registrant as specified in its charter)
Virginia62-1051971
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
500 Water Street15th FloorJacksonvilleFL32202904359-3200
(Address of principal executive offices)(Zip Code)(Telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $1 Par ValueCSXNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes (X) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Exchange Act Rule 12b-2).

Large Accelerated Filer (X) Accelerated Filer ( ) Non-accelerated Filer ( ) Smaller Reporting Company (☐) Emerging growth company (☐)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ( )

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (☐) No (X)

There were 1,864,277,014 shares of common stock outstanding on June 30, 2025 (the latest practicable date that is closest to the filing date).

CSX Q2 2025 Form 10-Q p.1

CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

INDEX

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements3
Consolidated Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2025 and June 30, 20243
Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2025 and June 30, 20243
Consolidated Balance Sheets - At June 30, 2025 (Unaudited) and December 31, 20244
Consolidated Cash Flow Statements (Unaudited) - Six Months Ended June 30, 2025 and June 30, 20245
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - Quarters and Six Months Ended June 30, 2025 and June 30, 20246
Notes to Consolidated Financial Statements (Unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations31
Item 3.Quantitative and Qualitative Disclosures about Market Risk46
Item 4.Controls and Procedures46
PART II.OTHER INFORMATION
Item 1.Legal Proceedings47
Item 1A.Risk Factors47
Item 2.CSX Purchases of Equity Securities47
Item 3.Defaults Upon Senior Securities48
Item 4.Mine Safety Disclosures48
Item 5.Other Information48
Item 6.Exhibits49
Signature50

CSX Q2 2025 Form 10-Q p.2

CSX CORPORATION

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS (Unaudited)

(Dollars in Millions, Except Per Share Amounts)

Second QuartersSix Months
2025202420252024
Revenue$3,574$3,701$6,997$7,382
Expense
Labor and Fringe7917661,6121,571
Purchased Services and Other7106911,4841,411
Depreciation and Amortization427410852820
Fuel269301544626
Equipment and Other Rents9485181169
Total Expense2,2912,2534,6734,597
Operating Income1,2831,4482,3242,785
Interest Expense(212)(209)(421)(419)
Other Income - Net22284869
Earnings Before Income Taxes1,0931,2671,9512,435
Income Tax Expense(264)(304)(476)(592)
Net Earnings$829$963$1,475$1,843
Per Common Share (Note 2)
Net Earnings Per Share, Basic$0.44$0.50$0.79$0.94
Net Earnings Per Share, Assuming Dilution$0.44$0.49$0.78$0.94
Average Shares Outstanding (In Millions)1,8671,9441,8781,951
Average Shares Outstanding, Assuming Dilution (In Millions)1,8691,9481,8811,955

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in Millions)

Second QuartersSix Months
2025202420252024
Total Comprehensive Earnings (Note 10)$832$966$1,483$1,852

See accompanying notes to consolidated financial statements.

CSX Q2 2025 Form 10-Q p.3

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Dollars in Millions)

(Unaudited)
June 30, 2025December 31, 2024
ASSETS
Current Assets:
Cash and Cash Equivalents$387$933
Short-term Investments (Note 9)672
Accounts Receivable - Net (Note 8)1,4091,326
Materials and Supplies420414
Other Current Assets8375
Total Current Assets2,3052,820
Properties53,33152,191
Accumulated Depreciation(17,083)(16,533)
Properties - Net36,24835,658
Investment in Affiliates and Other Companies2,5742,520
Right-of-Use Lease Asset476487
Goodwill and Other Intangible Assets - Net437433
Other Long-term Assets889846
Total Assets$42,929$42,764
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,273$1,290
Labor and Fringe Benefits Payable453480
Casualty, Environmental and Other Reserves (Note 4)158149
Current Maturities of Long-term Debt (Note 7)616606
Income and Other Taxes Payable156508
Other Current Liabilities327243
Total Current Liabilities2,9833,276
Casualty, Environmental and Other Reserves (Note 4)304313
Long-term Debt (Note 7)18,55017,897
Deferred Income Taxes - Net7,7187,725
Long-term Lease Liability484486
Other Long-term Liabilities513560
Total Liabilities30,55230,257
Shareholders' Equity:
Common Stock, $1 Par Value1,8641,900
Other Capital882846
Retained Earnings9,8509,988
Accumulated Other Comprehensive Loss (Note 10)(224)(232)
Non-controlling Minority Interest55
Total Shareholders' Equity12,37712,507
Total Liabilities and Shareholders' Equity$42,929$42,764

See accompanying notes to consolidated financial statements.

CSX Q2 2025 Form 10-Q p.4

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in Millions)

Six Months
20252024
OPERATING ACTIVITIES
Net Earnings$1,475$1,843
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization852820
Deferred Income Taxes(1)14
Other Operating Activities(50)(19)
Changes in Operating Assets and Liabilities:
Accounts Receivable(36)(19)
Other Current Assets(13)25
Accounts Payable18(42)
Income and Other Taxes Payable(362)(403)
Other Current Liabilities7(46)
Net Cash Provided by Operating Activities1,8902,173
INVESTING ACTIVITIES
Property Additions(1,495)(1,066)
Proceeds from Sales of Short-term Investments6981
Proceeds and Advances from Property Dispositions4943
Business Acquisition, Net of Cash Acquired(14)(50)
Other Investing Activities(63)(56)
Net Cash Used In Investing Activities(1,454)(1,048)
FINANCING ACTIVITIES
Shares Repurchased(1,172)(810)
Dividends Paid(488)(468)
Long-term Debt Repaid (Note 7)(3)(4)
Long-term Debt Issued (Note 7)600—
Other Financing Activities8142
Net Cash Used in Financing Activities(982)(1,240)
Net Decrease in Cash and Cash Equivalents(546)(115)
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period9331,353
Cash and Cash Equivalents at End of Period$387$1,238

See accompanying notes to consolidated financial statements.

CSX Q2 2025 Form 10-Q p.5

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in Millions)

Six Months 2025Common Shares Outstanding (Thousands)Common Stock and Other CapitalRetained EarningsAccumulated Other Comprehensive (Loss) Income**(a)**Non-controlling Minority InterestTotal Shareholders' Equity
Balance December 31, 20241,900,190$2,746$9,988$(232)$5$12,507
Comprehensive Earnings:
Net Earnings——646——646
Other Comprehensive Income———5—5
Total Comprehensive Earnings651
Common stock dividends, $0.13 per share——(245)——(245)
Share Repurchases(23,707)(24)(727)——(751)
Excise Tax on Net Share Repurchases——(7)——(7)
Stock Option Exercises and Other1,89420———20
Balance March 31, 20251,878,377$2,742$9,655$(227)$5$12,175
Comprehensive Earnings:
Net Earnings——829——829
Other Comprehensive Income———3—3
Total Comprehensive Earnings832
Common stock dividends, $0.13 per share——(243)——(243)
Share Repurchases(14,209)(14)(387)——(401)
Excise Tax on Net Share Repurchases——(4)——(4)
Stock Option Exercises and Other11218———18
Balance June 30, 20251,864,280$2,746$9,850$(224)$5$12,377

(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $61 million as of December 31, 2024, $59 million as of March 31, 2025, and $58 million as of June 30, 2025. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q2 2025 Form 10-Q p.6

CSX CORPORATION

Next: Item 1. FINANCIAL STATEMENTS