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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2025

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

For the transition period from __________ to __________

Commission File Number 1-8022

CSX CORPORATION


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

500 Water Street	15th Floor	Jacksonville	FL		32202	904	359-3200
(Address of principal executive offices)					(Zip Code)	(Telephone number, including area code)

			No Change
(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class				Trading Symbol(s)		Name of exchange on which registered
Common Stock, $1 Par Value				CSX		Nasdaq Global Select Market

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

Yes (X) No ( )

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

Yes (X) No ( )

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

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

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

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

Yes (☐) No (X)

There were 1,862,136,956 shares of common stock outstanding on September 30, 2025 (the latest practicable date that is closest to the filing date).

CSX Q3 2025 Form 10-Q p.1

CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

INDEX


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

	Consolidated Income Statements (Unaudited) - Quarters and Nine Months Ended September 30, 2025 and September 30, 2024	3

	Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Nine Months Ended September 30, 2025 and September 30, 2024	3

	Consolidated Balance Sheets - At September 30, 2025 (Unaudited) and December 31, 2024	4

	Consolidated Cash Flow Statements (Unaudited) - Nine Months Ended September 30, 2025 and September 30, 2024	5

	Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - Quarters and Nine Months Ended September 30, 2025 and September 30, 2024	6

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48

Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	CSX Purchases of Equity Securities	49

Item 3.	Defaults Upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	50

Item 6.	Exhibits	51

Signature		52

CSX Q3 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)


	Third Quarters				Nine Months
	2025		2024		2025		2024

Revenue	$	3,587	$	3,619	$	10,584	$	11,001
Expense
Labor and Fringe	815		806		2,427		2,377
Purchased Services and Other	730		676		2,214		2,087
Depreciation and Amortization	424		416		1,276		1,236
Fuel	281		276		825		902
Equipment and Other Rents	86		91		267		260
Goodwill Impairment (Note 12)	164		—		164		—
Total Expense	2,500		2,265		7,173		6,862

Operating Income	1,087		1,354		3,411		4,139

Interest Expense	(210)		(206)		(631)		(625)
Other Income - Net	21		36		69		105
Earnings Before Income Taxes	898		1,184		2,849		3,619

Income Tax Expense	(204)		(290)		(680)		(882)
Net Earnings	$	694	$	894	$	2,169	$	2,737

Per Common Share (Note 2)
Net Earnings Per Share, Basic	$	0.37	$	0.46	$	1.16	$	1.41
Net Earnings Per Share, Assuming Dilution	$	0.37	$	0.46	$	1.16	$	1.40


Average Shares Outstanding (In Millions)	1,864		1,936		1,874		1,946
Average Shares Outstanding, Assuming Dilution (In Millions)	1,867		1,940		1,876		1,950

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in Millions)


	Third Quarters				Nine Months
	2025		2024		2025		2024
Total Comprehensive Earnings (Note 10)	$	698	$	895	$	2,181	$	2,747

See accompanying notes to consolidated financial statements.

CSX Q3 2025 Form 10-Q p.3

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Dollars in Millions)


	(Unaudited)
	September 30, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and Cash Equivalents	$	612	$	933
Short-term Investments (Note 9)	6		72
Accounts Receivable - Net (Note 8)	1,370		1,326
Materials and Supplies	414		414

Other Current Assets	109		75
Total Current Assets	2,511		2,820

Properties	53,864		52,191
Accumulated Depreciation	(17,330)		(16,533)
Properties - Net	36,534		35,658

Investment in Affiliates and Other Companies	2,598		2,520
Right-of-Use Lease Asset	470		487
Goodwill and Other Intangible Assets - Net (Note 12)	270		433
Other Long-term Assets	896		846
Total Assets	$	43,279	$	42,764

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	1,344	$	1,290
Labor and Fringe Benefits Payable	439		480
Casualty, Environmental and Other Reserves (Note 4)	159		149

Current Maturities of Long-term Debt (Note 7)	608		606
Income and Other Taxes Payable	164		508
Other Current Liabilities	252		243
Total Current Liabilities	2,966		3,276

Casualty, Environmental and Other Reserves (Note 4)	311		313
Long-term Debt (Note 7)	18,554		17,897
Deferred Income Taxes - Net	7,709		7,725
Long-term Lease Liability	481		486
Other Long-term Liabilities	500		560
Total Liabilities	30,521		30,257

Shareholders' Equity:
Common Stock, $1 Par Value	1,862		1,900
Other Capital	920		846
Retained Earnings	10,191		9,988
Accumulated Other Comprehensive Loss (Note 10)	(220)		(232)
Non-controlling Minority Interest	5		5
Total Shareholders' Equity	12,758		12,507
Total Liabilities and Shareholders' Equity	$	43,279	$	42,764

See accompanying notes to consolidated financial statements.

CSX Q3 2025 Form 10-Q p.4

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in Millions)


	Nine Months
	2025		2024

OPERATING ACTIVITIES
Net Earnings	$	2,169	$	2,737
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization	1,276		1,236
Deferred Income Taxes	143		19
Goodwill Impairment (Note 12)	164		—





Other Operating Activities	(58)		(43)
Changes in Operating Assets and Liabilities:
Accounts Receivable	(30)		7
Other Current Assets	(32)		27
Accounts Payable	101		57
Income and Other Taxes Payable	(508)		(148)
Other Current Liabilities	2		(33)
Net Cash Provided by Operating Activities	3,227		3,859

INVESTING ACTIVITIES
Property Additions	(2,225)		(1,691)

Proceeds from Sales of Short-term Investments	72		81
Proceeds and Advances from Property Dispositions	64		50
Business Acquisition, Net of Cash Acquired	(15)		(68)
Other Investing Activities	(41)		(94)
Net Cash Used In Investing Activities	(2,145)		(1,722)

FINANCING ACTIVITIES
Shares Repurchased	(1,284)		(1,212)
Dividends Paid	(730)		(700)
Long-term Debt Repaid (Note 7)	(12)		(556)
Long-term Debt Issued (Note 7)	600		550


Other Financing Activities	23		72
Net Cash Used in Financing Activities	(1,403)		(1,846)

Net (Decrease) Increase in Cash and Cash Equivalents	(321)		291

CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period	933		1,353
Cash and Cash Equivalents at End of Period	$	612	$	1,644

See accompanying notes to consolidated financial statements.

CSX Q3 2025 Form 10-Q p.5

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in Millions)


Nine Months 2025	Common Shares Outstanding (Thousands)	Common Stock and Other Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income(a)		Non-controlling Minority Interest		Total Shareholders' Equity

Balance December 31, 2024	1,900,190	$	2,746	$	9,988	$	(232)	$	5	$	12,507
Comprehensive Earnings:
Net Earnings	—	—		646		—		—		646
Other Comprehensive Income	—	—		—		5		—		5
Total Comprehensive Earnings										651

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 Other	1,894	20		—		—		—		20
Balance March 31, 2025	1,878,377	$	2,742	$	9,655	$	(227)	$	5	$	12,175
Comprehensive Earnings:
Net Earnings	—	—		829		—		—		829
Other Comprehensive Income	—	—		—		3		—		3
Total Comprehensive Earnings										832

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 Other	112	18		—		—		—		18
Balance June 30, 2025	1,864,280	$	2,746	$	9,850	$	(224)	$	5	$	12,377
Comprehensive Earnings:
Net Earnings	—	—		694		—		—		694
Other Comprehensive Income	—	—		—		4		—		4
Total Comprehensive Earnings										698

Common stock dividends, $0.13 per share	—	—		(242)		—		—		(242)
Share Repurchases	(3,387)	(3)		(109)		—		—		(112)
Excise Tax on Net Share Repurchases	—	—		(1)		—		—		(1)
Stock Option Exercises and Other	1,125	39		(1)		—		—		38
Balance September 30, 2025	1,862,018	$	2,782	$	10,191	$	(220)	$	5	$	12,758

(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, $58 million as of June 30, 2025, and $57 million as of September 30, 2025. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q3 2025 Form 10-Q p.6

CSX CORPORATION

Next: Item 1. FINANCIAL STATEMENTS