Item 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in Millions)
| Nine Months 2024 | 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, 2023 | 1,958,757 | $ | 2,650 | $ | 9,609 | $ | (279) | $ | 5 | $ | 11,985 | ||||||||||||||||||
| Comprehensive Earnings: | |||||||||||||||||||||||||||||
| Net Earnings | — | — | 880 | — | — | 880 | |||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | 6 | — | 6 | |||||||||||||||||||||||
| Total Comprehensive Earnings | 886 | ||||||||||||||||||||||||||||
| Common stock dividends, $0.12 per share | — | — | (235) | — | — | (235) | |||||||||||||||||||||||
| Share Repurchases | (6,789) | (7) | (240) | — | — | (247) | |||||||||||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (1) | — | — | (1) | |||||||||||||||||||||||
| Stock Option Exercises and Other | 2,961 | 55 | (2) | — | — | 53 | |||||||||||||||||||||||
| Balance March 31, 2024 | 1,954,929 | $ | 2,698 | $ | 10,011 | $ | (273) | $ | 5 | $ | 12,441 | ||||||||||||||||||
| Comprehensive Earnings: | |||||||||||||||||||||||||||||
| Net Earnings | — | — | 963 | — | — | 963 | |||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | 3 | — | 3 | |||||||||||||||||||||||
| Total Comprehensive Earnings | 966 | ||||||||||||||||||||||||||||
| Common stock dividends, $0.12 per share | — | — | (233) | — | — | (233) | |||||||||||||||||||||||
| Share Repurchases | (16,308) | (16) | (547) | — | — | (563) | |||||||||||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (6) | — | — | (6) | |||||||||||||||||||||||
| Stock Option Exercises and Other | 124 | 15 | 1 | — | (1) | 15 | |||||||||||||||||||||||
| Balance June 30, 2024 | 1,938,745 | $ | 2,697 | $ | 10,189 | $ | (270) | $ | 4 | $ | 12,620 | ||||||||||||||||||
| Comprehensive Earnings: | |||||||||||||||||||||||||||||
| Net Earnings | — | — | 894 | — | — | 894 | |||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | 1 | — | 1 | |||||||||||||||||||||||
| Total Comprehensive Earnings | 895 | ||||||||||||||||||||||||||||
| Common stock dividends, $0.12 per share | — | — | (232) | — | — | (232) | |||||||||||||||||||||||
| Share Repurchases | (11,925) | (12) | (390) | — | — | (402) | |||||||||||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (4) | — | — | (4) | |||||||||||||||||||||||
| Stock Option Exercises and Other | 1,603 | 58 | — | — | 1 | 59 | |||||||||||||||||||||||
| Balance September 30, 2024 | 1,928,423 | $ | 2,743 | $ | 10,457 | $ | (269) | $ | 5 | $ | 12,936 |
(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $74 million as of December 31, 2023, $72 million as of March 31, 2024, $72 million as of June 30, 2024, and $71 million as of September 30, 2024. For additional information, see Note 10, Other Comprehensive Income.
See accompanying notes to consolidated financial statements.
CSX Q3 2025 Form 10-Q p.7
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Nature of Operations and Significant Accounting Policies
Background
CSX Corporation together with its subsidiaries ("CSX" or the “Company”), based in Jacksonville, Florida, is one of the nation's leading transportation companies. The Company provides rail-based transportation services including traditional rail service, the transport of intermodal containers and trailers, as well as other transportation services such as rail-to-truck transfers and bulk commodity operations.
CSX's principal operating subsidiary, CSX Transportation, Inc. (“CSXT”), provides an important link to the transportation supply chain through its approximately 20,000 route-mile rail network and serves major population centers in 26 states east of the Mississippi River, the District of Columbia and the Canadian provinces of Ontario and Quebec. The Company's intermodal business links customers to railroads via trucks and terminals. CSXT is also responsible for the Company's real estate sales, leasing, acquisition, and management and development activities, substantially all of which are focused on supporting railroad operations.
Other entities
In addition to CSXT, the Company’s subsidiaries include Quality Carriers, Inc. ("Quality Carriers"), CSX Intermodal Terminals, Inc. (“CSX Intermodal Terminals”), Total Distribution Services, Inc. (“TDSI”), Transflo Terminal Services, Inc. (“Transflo”), CSX Technology, Inc. (“CSX Technology”) and other subsidiaries. Quality Carriers is the largest provider of bulk liquid chemicals truck transportation in North America. CSX Intermodal Terminals owns and operates a system of intermodal terminals, predominantly in the eastern United States and also performs drayage services (the pickup and delivery of intermodal shipments) for certain customers. TDSI serves the automotive industry with distribution centers and storage locations. Transflo connects non-rail served customers to the many benefits of rail by transferring products from rail to trucks. The biggest Transflo markets are chemicals and agriculture, which includes shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.
CSX Q3 2025 Form 10-Q p.8
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Nature of Operations and Significant Accounting Policies, continued
Basis of Presentation
In the opinion of management, the accompanying consolidated financial statements contain all normal, recurring adjustments necessary to fairly present the consolidated financial statements and accompanying notes. Where applicable, prior year information has been reclassified to conform to the current presentation. Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted from these interim financial statements. CSX suggests that these financial statements be read in conjunction with the audited financial statements and the notes included in CSX's most recent annual report on Form 10-K as well as any subsequently filed current reports on Form 8-K.
Fiscal Year
The Company's fiscal periods are based upon the calendar year. Except as otherwise specified, references to “third quarter(s)” or “nine months” indicate CSX's fiscal periods ending September 30, 2025, and September 30, 2024, and references to "year-end" indicate the fiscal year ended December 31, 2024.
New Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures. This standard update requires additional interim and annual disclosures about a company’s income taxes, including more detailed information around the annual rate reconciliation and income taxes paid. The Company will adopt the guidance for its 2025 annual report filed on Form 10-K, which will result in additional disclosures related to income taxes but will not impact the Company's results of operations or financial position.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This standard update requires additional disclosures about certain expenses in commonly presented expense captions. The Company is required to adopt the guidance for its 2027 annual report filed on Form 10-K, though early adoption is permitted. The Company is currently evaluating the impact of these amendments on its disclosures, but this standard update will not impact the Company's results of operations or financial position.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This standard update modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. This guidance is effective beginning first quarter 2028, though early adoption is permitted, and can be applied using a prospective, retrospective, or modified transition approach. The Company is currently evaluating the impact of these amendments but does not anticipate that adoption will have a material impact on the Company's results of operations or financial position.
CSX Q3 2025 Form 10-Q p.9
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2. Earnings Per Share
The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution.
| Third Quarters | Nine Months | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Numerator (Dollars in Millions): | |||||||||||||||||
| Net Earnings | $ | 694 | $ | 894 | $ | 2,169 | $ | 2,737 | |||||||||
| Denominator (Units in Millions): | |||||||||||||||||
| Average Common Shares Outstanding | 1,864 | 1,936 | 1,874 | 1,946 | |||||||||||||
| Other Potentially Dilutive Common Shares | 3 | 4 | 2 | 4 | |||||||||||||
| Average Common Shares Outstanding, Assuming Dilution | 1,867 | 1,940 | 1,876 | 1,950 | |||||||||||||
| 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 |
Basic earnings per share is based on the weighted-average number of shares of common stock outstanding. Earnings per share, assuming dilution, is based on the weighted-average number of shares of common stock outstanding and common stock equivalents adjusted for the effects of common stock that may be issued as a result of potentially dilutive instruments. CSX's potentially dilutive instruments are made up of equity awards including employee stock options, performance units and restricted stock units.
When calculating diluted earnings per share, the potential shares that would be outstanding if all outstanding stock options were exercised are included. This number is different from outstanding stock options because it is offset by shares CSX could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent. The total average outstanding stock options that were excluded from the diluted earnings per share calculation because their effect was antidilutive is in the table below.
| Third Quarters | Nine Months | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions) | 5 | 3 | 5 | 3 |
CSX Q3 2025 Form 10-Q p.10
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2. Earnings Per Share, continued
Share Repurchases
During fourth quarter 2023, the Company began repurchasing shares under the $5 billion share repurchase program approved in October 2023. Total repurchase authority remaining was $1.3 billion as of September 30, 2025.
Share repurchases may be made through a variety of methods including, but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block purchases. The timing of share repurchases depends upon management's assessment of marketplace conditions and other factors, and the program remains subject to the discretion of the Board of Directors. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances. Shares are retired immediately upon repurchase. In accordance with the Equity Topic in the Accounting Standards Codification ("ASC"), the excess of repurchase price over par value is recorded in retained earnings.
During third quarters and nine months ended September 30, 2025, and September 30, 2024, the Company engaged in the following repurchase activities:
| Third Quarters | Nine Months | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Shares Repurchased (Millions) | 3 | 12 | 41 | 35 | |||||||||||||
| Cost of Shares (Dollars in Millions) | $ | 112 | $ | 402 | $ | 1,264 | $ | 1,212 | |||||||||
| Average Price Paid per Share | $ | 33.07 | $ | 33.66 | $ | 30.61 | $ | 34.60 | |||||||||
| Excise Taxes Paid for Net Share Repurchases (Dollars in Millions) | $ | — | $ | — | $ | 19.9 | $ | — | |||||||||
The Inflation Reduction Act of 2022 imposes a nondeductible 1% excise tax on the net value of most share repurchases made after December 31, 2022. Excise tax commensurate with net share repurchases is reflected in equity and a corresponding liability for excise taxes payable is included in other current liabilities on the consolidated balance sheet. The cost of shares repurchased shown in the table above excludes the impact of this excise tax. Excise tax payments made in second quarter 2025 were related to share repurchases in 2024. Excise taxes for 2023 repurchases were paid in fourth quarter 2024.
Dividend Increase
In February 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.
CSX Q3 2025 Form 10-Q p.11
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3. Stock Plans and Share-Based Compensation
Under CSX's share-based compensation plans, awards consist of performance units, stock options and restricted stock units for management and stock grants for directors. Share-based compensation expense for awards under share-based compensation plans is measured using the fair value of the award on the grant date and is recognized on a straight-line basis over the service period of the respective award. Alternatively, expense is recognized upon death or over an accelerated service period for employees whose agreements allow for continued vesting upon retirement or separation. Forfeitures are recognized as they occur. Total pre-tax expense and income tax benefits associated with share-based compensation are shown in the table below. Income tax benefits include impacts from option exercises and the vesting of other equity awards.
| Third Quarters | Nine Months | ||||||||||||||||
| (Dollars in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Share-Based Compensation Expense: | |||||||||||||||||
| Restricted Stock Units | $ | 7 | $ | 7 | $ | 20 | $ | 21 | |||||||||
| Stock Options | 4 | 3 | 10 | 9 | |||||||||||||
| Employee Stock Purchase Plan | 3 | 2 | 8 | 6 | |||||||||||||
| Performance Units | — | 4 | 2 | 7 | |||||||||||||
| Stock Awards for Directors | — | — | 3 | 2 | |||||||||||||
| Total Share-Based Compensation Expense | $ | 14 | $ | 16 | $ | 43 | $ | 45 | |||||||||
| Income Tax Benefit | $ | 4 | $ | 4 | $ | 10 | $ | 12 |
Long-term Incentive Plan
In February 2025, the Company granted the following awards under a new long-term incentive plan ("LTIP") for the years 2025 through 2027, which was adopted under the CSX 2019 Stock and Incentive Award Plan.
| Granted (Thousands) | Weighted Avg. Fair Value | |||||||
| Performance Units | 668 | $ | 33.74 | |||||
| Restricted Stock Units | 666 | 33.37 | ||||||
| Stock Options | 1,100 | 10.16 |
CSX Q3 2025 Form 10-Q p.12
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3. Stock Plans and Share-Based Compensation, continued
Performance Units
Units vest approximately three years after grant. Payouts will be made in CSX common stock with a payout range for most participants between 0% and 200% of the target awards depending on Company performance against predetermined goals. Payouts for certain executive officers are subject to formulaic upward or downward adjustment by up to 20%, capped at an overall payout of 240%, based upon the Company's total shareholder return relative to specified comparable groups over the performance period. The fair values of performance units granted to certain executive officers were calculated using a Monte-Carlo simulation model.
Measurement against goals related to both average annual operating income growth and Economic Profit, in each case adjusting for certain items as defined in the plan, will each comprise 50% of the payout. As defined under the plan, Economic Profit incentivizes strategic investments earning more than management's desired minimum required return and is calculated as CSX’s Gross Cash Earnings minus the Capital Charge on Gross Operating Assets.
Stock Options
Stock options were granted with ten-year terms and vest over three years in equal installments each year on the anniversary of the grant date. These awards are time-based and are not based upon attainment of performance goals. The fair values of stock option awards were determined at the grant date using the Black-Scholes valuation model.
Restricted Stock Units
The restricted stock units awarded vest over three years in equal installments each year on the anniversary of the grant date and are settled in CSX common stock on a one-for-one basis. These awards are time-based and are not based upon CSX's attainment of performance goals.
Other Awards
Awards are periodically granted outside of the annual LTIP program, subject to approval by the Board of Directors, Compensation and Talent Management Committee, or Chief Executive Officer ("CEO") as appropriate. Awards outside of the annual LTIP program were granted to certain management employees other than senior executives during the third quarter and nine months ended September 30, 2025, and the nine months ended September 30, 2024, and were not material.
For more information related to the Company's outstanding long-term incentive compensation, see CSX's most recent annual report on Form 10-K.
CSX Q3 2025 Form 10-Q p.13
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. Casualty, Environmental and Other Reserves
Personal injury and environmental reserves are considered critical accounting estimates due to the need for management judgment. Casualty, environmental and other reserves are provided for in the consolidated balance sheets as shown in the table below.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (Dollars in Millions) | Current | Long-term | Total | Current | Long-term | Total | |||||||||||||||||
| Casualty: | |||||||||||||||||||||||
| Personal Injury | $ | 54 | $ | 94 | $ | 148 | $ | 51 | $ | 91 | $ | 142 | |||||||||||
| Occupational | 7 | 53 | 60 | 7 | 59 | 66 | |||||||||||||||||
| Total Casualty | 61 | 147 | 208 | 58 | 150 | 208 | |||||||||||||||||
| Environmental | 39 | 110 | 149 | 37 | 114 | 151 | |||||||||||||||||
| Other | 59 | 54 | 113 | 54 | 49 | 103 | |||||||||||||||||
| Total | $ | 159 | $ | 311 | $ | 470 | $ | 149 | $ | 313 | $ | 462 |
These liabilities are accrued when probable and reasonably estimable in accordance with the Contingencies Topic in the ASC. Actual settlements and claims received could differ, and final outcomes of these matters cannot be predicted with certainty. Considering the legal defenses currently available, the liabilities that have been recorded and other factors, it is the opinion of management that none of these items individually, when finally resolved, will have a material adverse effect on the Company's financial condition, results of operations or liquidity. Should a number of these items occur in the same period, however, their combined effect could be material in that particular period.
Casualty
Casualty reserves represent accruals for personal injury, occupational disease and occupational injury claims primarily related to railroad operations. The Company's self-insured retention amount for casualty claims is $100 million per occurrence as discussed at Note 5, Commitments and Contingencies. Currently, no individual claim is expected to exceed the self-insured retention amount.
Personal Injury
Personal injury reserves represent liabilities for employee work-related and third-party injuries. Work-related injuries for CSXT employees are primarily subject to the Federal Employers’ Liability Act (“FELA”). CSXT retains an independent actuary to assist management in assessing the value of personal injury claims. An analysis is performed by the actuary quarterly and is reviewed by management. This analysis did not result in a material adjustment to the personal injury reserve in the quarters or nine months ended September 30, 2025, or September 30, 2024.
CSX Q3 2025 Form 10-Q p.14
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4. Casualty, Environmental and Other Reserves, continued
Occupational
Occupational reserves represent liabilities arising from allegations of exposure to certain materials in the workplace (such as solvents, soaps, chemicals and diesel fumes), past exposure to asbestos or allegations of chronic physical injuries resulting from work conditions (such as repetitive stress injuries). The Company retains an independent actuary to analyze the Company’s historical claim filings, settlement amounts, and dismissal rates to assist in determining future anticipated claim filing rates and average settlement values. This analysis is performed by the actuary and reviewed by management quarterly. The analysis did not result in a material adjustment to the occupational reserve in the quarters or nine months ended September 30, 2025, or September 30, 2024.
Environmental
The Company is a party to various proceedings related to environmental issues, including administrative and judicial proceedings involving private parties and regulatory agencies. The Company has been identified as a potentially responsible party at approximately 220 environmentally impaired sites. Many of these are, or may be, subject to remedial action under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), also known as the Superfund Law, or similar state statutes. Most of these proceedings arose from environmental conditions on properties used for ongoing or discontinued railroad operations. A number of these proceedings, however, are based on allegations that the Company, or its predecessors, sent hazardous substances to facilities owned or operated by others for treatment, recycling or disposal. In addition, some of the Company's land holdings were leased to others for commercial or industrial uses that may have resulted in releases of hazardous substances or other regulated materials onto the property and could give rise to proceedings against the Company.
In any such proceedings, the Company is subject to environmental clean-up and enforcement actions under the Superfund Law, as well as similar state laws that may impose joint and several liability for clean-up and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. These costs could be substantial.
The Company reviews its role with respect to each site identified at least quarterly. Based on management's review process, amounts have been recorded to cover contingent anticipated future environmental remediation costs with respect to each site to the extent such costs are reasonably estimable and probable. Payments related to these liabilities are expected to be made over the next several years. Environmental remediation costs are included in purchased services and other on the consolidated income statements.
Currently, the Company does not possess sufficient information to reasonably estimate the amounts of additional liabilities, if any, on some sites until completion of future environmental studies. In addition, conditions that are currently unknown could, at any given location, result in additional exposure, the amount and materiality of which cannot presently be reasonably estimated. Based upon information currently available, however, the Company believes its environmental reserves accurately reflect the estimated cost of remedial actions currently required.
Other
Other reserves include liabilities for various claims, such as automobile, property, general liability, workers' compensation and longshoremen disability claims.
CSX Q3 2025 Form 10-Q p.15
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. Commitments and Contingencies
Insurance
The Company maintains insurance programs with substantial limits for property damage, including resulting business interruption, as well as casualty claims, which includes third-party liability. A certain amount of risk is retained by the Company on each insurance program. Under its property insurance program, the Company retains all risk up to $200 million per occurrence for losses from floods and named windstorms and up to $175 million per occurrence for other property losses. For casualty claims, the Company retains all risk up to $100 million per occurrence. CSX purchases insurance coverage above its full self-retention amounts and it retains a percentage of risk at various layers as well. While the Company believes its insurance coverage is adequate, future claims could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates.
Legal
The Company is involved in litigation incidental to its business and is a party to a number of legal actions and claims, various governmental proceedings and private civil lawsuits, including, but not limited to, those related to fuel surcharge practices, tax matters, environmental and hazardous material exposure matters, FELA and labor claims by current or former employees, other personal injury or property claims and disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for compensatory as well as punitive damages and others are, or are purported to be, class actions. While the final outcomes of these matters cannot be predicted with certainty, considering, among other things, the legal defenses available and liabilities that have been recorded along with applicable insurance, it is currently the opinion of management that none of these pending items is likely to have a material adverse effect on the Company's financial condition, results of operations or liquidity. An unexpected adverse resolution of one or more of these items, however, could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.
The Company is able to estimate a range of possible loss for certain matters for which a loss is reasonably possible in excess of reserves established. The Company has estimated this range to be $2 million to $63 million in the aggregate at September 30, 2025. This estimated aggregate range is based upon currently available information and is subject to significant judgment and a variety of assumptions. Accordingly, the Company's estimate will change from time to time, and actual losses may vary significantly from the current estimate.
CSX Q3 2025 Form 10-Q p.16
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. Commitments and Contingencies, continued
Fuel Surcharge Antitrust Litigation
In May 2007, class action lawsuits were filed against CSXT and three other U.S.-based Class I railroads alleging that the defendants' fuel surcharge practices relating to contract and unregulated traffic resulted from an illegal conspiracy in violation of antitrust laws. The class action lawsuits were transferred to federal court in the District of Columbia for coordinated or consolidated pre-trial proceedings. In 2017, the District Court issued its decision denying class certification. On August 16, 2019, the U.S. Court of Appeals for the D.C. Circuit affirmed the District Court’s ruling.
Although the class was not certified, individual shippers have since brought claims against the railroads, which were also transferred to federal court in the District of Columbia for pre-trial proceedings but before a different judge. In March 2024, the original case was reassigned to the judge in the later-filed case. The railroads filed motions for summary judgment on July 17, 2024, with the briefing completed in December 2024. The judge held a hearing on the railroads' summary judgment motions on June 18, 2025, and granted summary judgment in favor of the railroads on June 24, 2025, ordering the cases closed. Most of the individual shippers have appealed the summary judgment ruling to the U.S. Court of Appeals for the D.C. Circuit, which has not yet set a schedule for the appeal proceedings.
Environmental
CSXT is indemnifying Pharmacia LLC, formerly known as Monsanto Company, ("Pharmacia") for certain liabilities associated with real estate located in Kearny, New Jersey along the Lower Passaic River (the “Property”). The Property, which was formerly owned by Pharmacia, is now owned by CSXT. CSXT's indemnification and defense duties arise with respect to several matters. The U.S. Environmental Protection Agency ("EPA"), using its CERCLA authority, seeks the investigation and cleanup of hazardous substances in the 17-mile Lower Passaic River Study Area (the "Study Area”). CSXT, on behalf of Pharmacia, and a significant number of other potentially responsible parties are together conducting a Remedial Investigation and Feasibility Study of the Study Area pursuant to an Administrative Settlement Agreement and Order on Consent with the EPA. Pharmacia’s share of responsibility, indemnified by CSXT, for the investigation and cleanup costs of the Study Area may be determined through various mechanisms including (a) an allocation and settlement with EPA; (b) litigation brought by EPA against non-settling parties; or (c) litigation among the responsible parties.
For the lower eight miles of the Study Area, EPA issued its Record of Decision detailing the agency’s mandated remedial process in March 2016. Occidental Chemical Corporation ("Occidental") performed the remedial design for the lower eight-mile portion of the Study Area pursuant to a consent order with EPA. EPA approved the design in May 2024.
For the remaining upper nine miles of the Study Area, EPA selected an interim remedy in a Record of Decision dated September 28, 2021. On March 2, 2023, EPA issued an administrative order requiring Occidental to design the interim remedy for the upper nine miles of the Study Area.
Potentially responsible parties, including Pharmacia, are participating in an EPA-directed allocation and settlement process to assign responsibility related to the lower river and the entire Study Area, respectively. CSXT participated in the EPA-directed allocation and settlement process on behalf of Pharmacia.
CSX Q3 2025 Form 10-Q p.17
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. Commitments and Contingencies, continued
On March 2, 2022, EPA issued a Notice Letter to Pharmacia, Occidental and eight other parties alleging they are liable under Section 107(a) of CERCLA for releases or threatened releases of hazardous substances and requesting each party, individually or collectively, submit good faith offers to EPA in connection with the entire Study Area. CSXT, on behalf of Pharmacia, responded to the Notice Letter and submitted a good faith offer to EPA on June 27, 2022, following meetings with a mediator from EPA’s Conflict Prevention and Resolution Center.
On November 21, 2023, EPA notified the United States District Court for the District of New Jersey ("Court") that it intended to move to enter a Consent Decree ("CD") with a group of potentially responsible parties. On January 31, 2024, EPA filed a motion to enter a modified CD with 82 potentially responsible parties, not including Pharmacia, requiring payment of $150 million to resolve their liability with respect to the entire Study Area. On April 1, 2024, Occidental filed its opposition to EPA's motion to enter the CD. Several other non-settling parties, including Pharmacia, filed comments concerning (but not opposing) entry of the CD. On December 18, 2024, the Court entered and approved the CD, which is now under appeal. Negotiations with EPA and other parties to resolve Pharmacia's liability continue.
CSXT is also defending and indemnifying Pharmacia with regard to the Property in litigation filed by Occidental, which is seeking to recover its past and future costs associated with the remediation of the entire Study Area. Alternatively, Occidental seeks to compel some, or all, of the defendants to participate in the remediation of the Study Area. Pharmacia is one of approximately 110 defendants in a federal lawsuit filed by Occidental on June 30, 2018, and one of 37 defendants in a federal lawsuit filed by Occidental on March 24, 2023. Both of these lawsuits are stayed pending resolution of the CD action. CSXT is also defending and indemnifying Pharmacia in a cooperative natural resource damages assessment process related to the Property.
Based on currently available information, the Company does not believe its share of remediation costs as determined by the EPA-directed allocation with respect to the Property and the Study Area would be material to the Company's financial condition, results of operations or liquidity.
See Note 4, Casualty, Environmental and Other Reserves, for additional information on the Company's environmental liabilities.
Regulatory
In October 2024, the Company received a subpoena from the Enforcement Division of the U.S. Securities and Exchange Commission ("SEC") requesting information relating to, among other things, the accounting restatement disclosed in the Company’s Form 10-Q for the quarterly period ended June 30, 2024, filed on August 5, 2024, with the SEC. The Company also responded to information requests by the SEC related to certain of the Company’s non-financial performance metrics. The Company received correspondence from the SEC on July 10, 2025, indicating that the agency had concluded its investigation and does not intend to recommend an enforcement action.
CSX Q3 2025 Form 10-Q p.18
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6. Employee Benefit Plans
The Company sponsors defined benefit pension plans principally for salaried, management personnel. All plans are closed to new participants.
Independent actuaries compute the amounts of liabilities and expenses relating to these plans subject to the assumptions that the Company determines are appropriate based on historical trends, current market rates and future projections. These amounts are reviewed by management. Only the service cost component of net periodic benefit costs is included in labor and fringe expense on the consolidated income statement. All other components of net periodic benefit cost are included in other income - net.
| Pension Benefits Cost | |||||||||||||||||||||||
| Third Quarters | Nine Months | ||||||||||||||||||||||
| (Dollars in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Service Cost Included in Labor and Fringe | $ | 5 | $ | 6 | $ | 15 | $ | 18 | |||||||||||||||
| Interest Cost | 27 | 27 | 82 | 80 | |||||||||||||||||||
| Expected Return on Plan Assets | (40) | (42) | (120) | (127) | |||||||||||||||||||
| Amortization of Net Loss | 6 | 5 | 17 | 14 | |||||||||||||||||||
| Total Included in Other Income - Net | (7) | (10) | (21) | (33) | |||||||||||||||||||
| Net Periodic Benefit Credit | $ | (2) | $ | (4) | $ | (6) | $ | (15) | |||||||||||||||
Qualified pension plan obligations are funded in accordance with regulatory requirements and with an objective of meeting or exceeding minimum funding requirements necessary to avoid restrictions on flexibility of plan operation and benefit payments. No contributions to the Company's qualified pension plans are expected in 2025.
CSX Q3 2025 Form 10-Q p.19
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7. Debt and Credit Agreements
Total activity related to long-term debt during the nine months ended September 30, 2025, is shown in the table below. For fair value information related to the Company's long-term debt, see Note 9, Fair Value Measurements.
| (Dollars in Millions) | Current Portion | Long-term Portion | Total | ||||||||
| Long-term Debt as of December 31, 2024 | $ | 606 | $ | 17,897 | $ | 18,503 | |||||
| 2025 Activity: | |||||||||||
| Long-term Debt Issued | — | 600 | 600 | ||||||||
| Long-term Debt Repaid | (12) | — | (12) | ||||||||
| Reclassifications | 2 | (2) | — | ||||||||
| Hedging, Discount, Premium and Other Activity | 12 | 59 | 71 | ||||||||
| Long-term Debt as of September 30, 2025 | $ | 608 | $ | 18,554 | $ | 19,162 |
Debt Issuance
In March 2025, CSX issued $600 million of 5.05% notes due 2035. These notes are included in the consolidated balance sheets under long-term debt and may be redeemed by the Company at any time, subject to payment of certain make-whole premiums. The net proceeds will be used for general corporate purposes, which may include debt repayments, repurchases of CSX's common stock, capital investment and working capital requirements.
Interest Rate Derivatives
Fair Value Hedges
In first quarter 2025, CSX entered into two fixed-to-floating interest rate swaps classified as fair value hedges. The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to the Secured Overnight Financing Rate ("SOFR") on a cumulative $250 million of fixed rate outstanding notes which are due in 2055. The cumulative fair value of these swaps, which is included in other long-term assets on the consolidated balance sheet, was an asset of $11 million as of September 30, 2025.
CSX has seven other fixed-to-floating interest rate swaps classified as fair value hedges. The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to SOFR on a cumulative $1.1 billion of fixed rate outstanding notes which are due between 2033 and 2040. These swaps are comprised of two swaps entered during 2023 (“2023 swaps”) and five swaps entered during 2022 (“2022 swaps”). The cumulative fair value of the 2023 swaps was an asset of $16 million and $7 million as of September 30, 2025, and December 31, 2024, respectively, and is included in other long-term assets on the consolidated balance sheet. The cumulative fair value of the 2022 swaps was a liability of $93 million and $123 million as of September 30, 2025, and December 31, 2024, respectively, and is included in other long-term liabilities on the consolidated balance sheet.
CSX Q3 2025 Form 10-Q p.20
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7. Debt and Credit Agreements**,** continued
The swaps expire between 2032 and 2035. If settled early, the remaining cumulative fair value adjustment to the hedged notes will be amortized over the remaining life of the associated notes. The cumulative adjustment to the hedged notes is included in long-term debt on the consolidated balance sheet as shown in the following table below.
| (Dollars in Millions) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Notional Value of Hedged Notes | $ | 1,300 | $ | 1,050 | ||||||||||
| Fair Value Asset Adjustment to Hedged Notes | 27 | 7 | ||||||||||||
| Fair Value Liability Adjustment to Hedged Notes | (93) | (123) | ||||||||||||
| Carrying Amount of Hedged Notes | $ | 1,234 | $ | 934 |
Gains and losses resulting from changes in fair value of the interest rate swaps offset changes in the fair value of the hedged portion of the underlying debt with no gain or loss recognized due to hedge ineffectiveness. The difference in the net fixed-to-float interest settlement on the derivatives is recognized in interest expense and is summarized as follows.
| Third Quarters | Nine Months | ||||||||||||||||||||||
| (Dollars in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest Expense Impact (Increase) Decrease | $ | (6) | $ | (8) | $ | (16) | $ | (24) |
Cash Flow Hedges
The Company had forward starting interest rate swaps, designated as cash flow hedges in accordance with the Derivatives and Hedging Topic in the ASC, that had an aggregate notional value of $500 million at inception. These swaps were effected to hedge the benchmark interest rate associated with future interest payments related to the anticipated refinancing of $850 million of 3.25% notes due in 2027.
In addition to previous partial settlements in 2022 and 2023, CSX executed a final settlement equal to $114 million of the $500 million aggregate notional value of the cash flow hedges in second quarter 2024, which resulted in CSX receiving a cash payment of $52 million included in other operating activities on the consolidated cash flow statement. As of September 30, 2025, and December 31, 2024, no unsettled aggregate notional value of these swaps remained and there is no related asset or liability.
The unrealized gain associated with the settled portion of the swaps is recorded net of tax in accumulated other comprehensive income ("AOCI") on the consolidated balance sheet and will continue to be classified in AOCI until the associated debt instrument is issued in the future. The unrealized gain in AOCI will be recognized in earnings as an adjustment to interest expense over the same period during which the hedged transaction affects earnings. Prior to full settlement, unrealized gains related to the swaps were included in other comprehensive income as summarized in the table below.
| Third Quarters | Nine Months | ||||||||||||||||||||||
| (Dollars in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Unrealized Gain - Net of Tax | $ | — | $ | — | $ | — | $ | 3 | |||||||||||||||
See Note 9, Fair Value Measurements, and Note 10, Other Comprehensive Income (Loss), for additional information about the Company's swaps.
CSX Q3 2025 Form 10-Q p.21
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7. Debt and Credit Agreements**,** continued
Credit Facility
The Company has a $1.2 billion unsecured revolving credit facility backed by a diverse syndicate of banks. This facility allows same-day borrowings at floating interest rates, based on SOFR or an agreed-upon replacement reference rate, plus a spread that depends upon CSX's senior unsecured debt ratings. This facility expires in February 2028. As of September 30, 2025, the Company had no outstanding balances under this facility.
Commitment fees and interest rates payable under the facility were similar to fees and rates available to comparably rated investment-grade borrowers. As of third quarter 2025, CSX was in compliance with all covenant requirements under this facility.
Commercial Paper
Under its commercial paper program, which is backed by the revolving credit facility, the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. Proceeds from issuances of the notes are used for general corporate purposes. At September 30, 2025, the Company had no outstanding debt under the commercial paper program as the $75 million outstanding as of June 30, 2025, was repaid during third quarter 2025.
CSX Q3 2025 Form 10-Q p.22
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8. Revenues
The Company’s revenues are primarily derived from the transportation of freight as performance obligations that arise from its contracts with customers are satisfied. The below table presents the Company’s revenues disaggregated by market as this best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Fuel surcharge revenue is included in the individual markets.
| Third Quarters | Nine Months | ||||||||||||||||
| (Dollars in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Chemicals | $ | 697 | $ | 727 | $ | 2,096 | $ | 2,142 | |||||||||
| Agricultural and Food Products | 382 | 416 | 1,208 | 1,229 | |||||||||||||
| Automotive | 306 | 301 | 897 | 930 | |||||||||||||
| Forest Products | 247 | 259 | 746 | 790 | |||||||||||||
| Minerals | 226 | 202 | 625 | 583 | |||||||||||||
| Metals and Equipment | 224 | 208 | 657 | 658 | |||||||||||||
| Fertilizers | 126 | 118 | 388 | 380 | |||||||||||||
| Total Merchandise | 2,208 | 2,231 | 6,617 | 6,712 | |||||||||||||
| Intermodal | 527 | 509 | 1,511 | 1,521 | |||||||||||||
| Coal | 490 | 553 | 1,428 | 1,748 | |||||||||||||
| Trucking | 207 | 214 | 620 | 650 | |||||||||||||
| Other | 155 | 112 | 408 | 370 | |||||||||||||
| Total | $ | 3,587 | $ | 3,619 | $ | 10,584 | $ | 11,001 |
The Company’s accounts receivable - net consists of freight and non-freight receivables, reduced by an allowance for credit losses. Freight receivables include amounts earned, billed and unbilled, and currently due from customers for transportation-related services. Non-freight receivables include amounts, billed and unbilled, currently due related to government reimbursement receivables and other non-revenue receivables.
| (Dollars in Millions) | September 30, 2025 | December 31, 2024 | ||||||
| Freight Receivables | $ | 1,024 | $ | 1,012 | ||||
| Freight Allowance for Credit Losses | (19) | (16) | ||||||
| Freight Receivables - Net | 1,005 | 996 | ||||||
| Non-Freight Receivables | 381 | 343 | ||||||
| Non-Freight Allowance for Credit Losses | (16) | (13) | ||||||
| Non-Freight Receivables - Net | 365 | 330 | ||||||
| Total Accounts Receivable - Net | $ | 1,370 | $ | 1,326 |
The Company maintains an allowance for expected credit losses to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of risk characteristics, historical payment experience, and the age of outstanding receivables adjusted for forward-looking economic conditions as necessary. Credit losses recognized on the Company’s accounts receivable were not material in the third quarters or nine months ended September 30, 2025, or 2024.
CSX Q3 2025 Form 10-Q p.23
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9. Fair Value Measurements
Investments
The Company's investment assets are carried at fair value on the consolidated balance sheet in accordance with the Fair Value Measurements and Disclosures Topic in the ASC. They are valued with assistance from a third-party trustee and consist of exchange-traded funds, corporate bonds, asset-backed securities, government securities, and short-term time deposits. The exchange-traded funds are valued at quoted market prices determined in an active market, which are Level 1 inputs.
The corporate bonds, asset-backed securities and government securities are valued using broker quotes that utilize observable market inputs, which are Level 2 inputs. The carrying amounts of time deposits, which are reported in the consolidated balance sheet using Level 2 inputs, approximate fair value due to their short-term nature. Unrealized losses as of September 30, 2025, and September 30, 2024, were not material. The Company believes any impairment of investments held with gross unrealized losses to be temporary and not the result of credit risk.
The Company's investment assets are carried at fair value on the consolidated balance sheets, within the line items short-term investments and other long-term assets, as summarized in the following table.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| (Dollars in Millions) | Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | |||||||||||||||||||||||
| Exchange-traded Funds | $ | 5 | $ | — | $ | 5 | $ | 2 | $ | — | $ | 2 | |||||||||||||||||
| Corporate Bonds | — | 78 | 78 | — | 71 | 71 | |||||||||||||||||||||||
| Government Securities | — | 60 | 60 | — | 42 | 42 | |||||||||||||||||||||||
| Asset-backed Securities | — | 34 | 34 | — | 35 | 35 | |||||||||||||||||||||||
| Time Deposits | — | — | — | — | 66 | 66 | |||||||||||||||||||||||
| Total Investments at Fair Value | $ | 5 | $ | 172 | $ | 177 | $ | 2 | $ | 214 | $ | 216 | |||||||||||||||||
Total investments in debt securities of $172 million as of September 30, 2025, and $214 million as of December 31, 2024, had an amortized cost of $171 million and $218 million, respectively. These investments have the following maturities:
| (Dollars in Millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Less than 1 year | $ | 6 | $ | 72 | |||||||
| 1 - 5 years | 85 | 72 | |||||||||
| 5 - 10 years | 35 | 23 | |||||||||
| Greater than 10 years | 46 | 47 | |||||||||
| Total Investments at Fair Value (a) | $ | 172 | $ | 214 |
(a) Exchange-traded funds are excluded as there is no stated contractual maturity date.
CSX Q3 2025 Form 10-Q p.24
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9. Fair Value Measurements, continued
Long-term Debt
Long-term debt is reported at carrying amount on the consolidated balance sheets and is the Company's only financial instrument with a fair value significantly different from its carrying amount. The fair value of a company's debt is a measure of its current value under present market conditions, but does not impact the financial statements under current accounting rules. The majority of the Company's long-term debt is valued with assistance from a third party that utilizes closing transactions, market quotes or market values of comparable debt. For those instruments not valued by the third party, the fair value has been estimated by applying market rates of similar instruments to the scheduled contractual debt payments and maturities. These market rates are provided by the same third party. All of the inputs used to determine the fair value of the Company's long-term debt are Level 2 inputs.
The fair value and carrying value of the Company's long-term debt is as follows:
| (Dollars in Millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Long-term Debt (Including Current Maturities): | |||||||||||
| Fair Value | $ | 17,716 | $ | 16,481 | |||||||
| Carrying Value | 19,162 | 18,503 |
Interest Rate Derivatives
The Company’s fixed-to-floating swaps are carried at fair value, which is determined with assistance from a third party based upon pricing models using inputs observed from actively quoted markets. All of the inputs used to determine the fair value of the swaps are Level 2 inputs. The fair value of the Company’s fixed-to-floating interest rate swaps was an asset of $27 million and $7 million (for swaps entered in 2025 and 2023), and a liability of $93 million and $123 million (for swaps entered in 2022) as of September 30, 2025, and December 31, 2024, respectively.
As of September 30, 2025, and December 31, 2024, the forward starting interest rate swaps were fully settled and there is no related asset or liability. See Note 7, Debt and Credit Agreements, for further information.
Non-Recurring Fair Value Measurements
The Company re-measured the fair value of goodwill in the current period, which resulted in an impairment. See Note 12, Goodwill and Other Intangible Assets, for more information.
CSX Q3 2025 Form 10-Q p.25
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10. Other Comprehensive Income (Loss)
Total comprehensive earnings represents all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders (e.g. issuance of equity securities and dividends). Generally, for CSX, total comprehensive earnings equals net earnings plus or minus adjustments for pension and other post-retirement liabilities, derivative activity and other items. Total comprehensive earnings is presented net of tax and was $698 million and $895 million for third quarters 2025 and 2024, respectively, and $2.2 billion and $2.7 billion for the nine months ended September 30, 2025 and 2024, respectively.
AOCI represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. Changes in the AOCI balance by component are shown in the following table. Amounts in pension and other post-employment benefits reclassified to net earnings relate to the amortization of actuarial losses and are included in other income - net on the consolidated income statements. See Note 6, Employee Benefit Plans, for further information. Interest rate derivatives consist of forward starting interest rate swaps classified as cash flow hedges, which are now fully settled. See Note 7, Debt and Credit Agreements, for further information. Other primarily represents CSX's share of AOCI of equity method investees. Amounts reclassified in other to net earnings are included in purchased services and other or equipment and other rents on the consolidated income statements.
| Pension and Other Post-Employment Benefits | Interest Rate Derivatives | Other | Accumulated Other Comprehensive (Loss) Income | |||||||||||
| (Dollars in Millions) | ||||||||||||||
| Balance December 31, 2024, Net of Tax | $ | (349) | $ | 153 | $ | (36) | $ | (232) | ||||||
| Other Comprehensive Income (Loss) | ||||||||||||||
| Amounts Reclassified to Net Earnings | 12 | — | 4 | 16 | ||||||||||
| Tax Expense | (3) | — | (1) | (4) | ||||||||||
| Total Other Comprehensive Income | 9 | — | 3 | 12 | ||||||||||
| Balance September 30, 2025, Net of Tax | $ | (340) | $ | 153 | $ | (33) | $ | (220) |
CSX Q3 2025 Form 10-Q p.26
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11. Segment Reporting and Significant Expenses
The Company has two operating segments: rail and trucking. Although the Company provides a breakdown of revenue by line of business, the overall financial and operational performance of the railroad is analyzed as one operating segment due to the integrated nature of the rail network. The Rail column in the table below includes the activities of all CSX entities other than the trucking company, Quality Carriers, and also includes the Company's equity in the net income of equity method investments. As the trucking segment is not material for separate disclosure as a reportable segment, the results of these operations are included as a reconciliation to the Company's consolidated results in the tables below.
The Company's chief operating decision maker ("CODM") is its CEO. The CODM reviews information presented on a consolidated basis, accompanied by supplemental information about the trucking segment separately, for purposes of allocating resources and evaluating financial performance. The Company has determined that operating income is the key measure of segment profit or loss as this measure is the focus of the CODM in developing financial plans, including resource allocation, and evaluating actual financial performance against plan. The CODM regularly reviews operating results broken out by significant expense.
CSX Q3 2025 Form 10-Q p.27
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11. Segment Reporting and Significant Expenses, continued
The tables below present information about the Company's significant expenses and the required reportable segment reconciliations for the quarters ended September 30, 2025, and September 30, 2024.
| Third Quarters | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (Dollars in Millions) | Rail | Reconciliation to Consolidated | Rail | Reconciliation to Consolidated | ||||||||||||||||||||||||||||
| Revenue (a) | $ | 3,380 | $ | 3,405 | ||||||||||||||||||||||||||||
| Reconciliation of Revenue | ||||||||||||||||||||||||||||||||
| Trucking Revenue (a) | 215 | 216 | ||||||||||||||||||||||||||||||
| Elimination of intersegment revenues | (8) | (2) | ||||||||||||||||||||||||||||||
| Total Consolidated Revenue | $ | 3,587 | $ | 3,619 | ||||||||||||||||||||||||||||
| Expense (b) | ||||||||||||||||||||||||||||||||
| Labor and Fringe | $ | 758 | $ | 756 | ||||||||||||||||||||||||||||
| Purchased Services and Other | 624 | 556 | ||||||||||||||||||||||||||||||
| Depreciation and Amortization | 408 | 401 | ||||||||||||||||||||||||||||||
| Fuel | ||||||||||||||||||||||||||||||||
| Locomotive | 237 | 229 | ||||||||||||||||||||||||||||||
| Non-Locomotive | 23 | 26 | ||||||||||||||||||||||||||||||
| Equipment and Other Rents | 80 | 86 | ||||||||||||||||||||||||||||||
| Gain on Property Disposition | (6) | 0 | ||||||||||||||||||||||||||||||
| Segment Operating Income | $ | 1,256 | $ | 1,351 | ||||||||||||||||||||||||||||
| Reconciliation of Operating Income | ||||||||||||||||||||||||||||||||
| Trucking Expenses (b) | 384 | 213 | ||||||||||||||||||||||||||||||
| Elimination of intersegment expenses | (8) | (2) | ||||||||||||||||||||||||||||||
| Total Consolidated Operating Income | $ | 1,087 | $ | 1,354 | ||||||||||||||||||||||||||||
CSX Q3 2025 Form 10-Q p.28
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11. Segment Reporting and Significant Expenses, continued
The tables below present information about the Company's significant expenses and the required reportable segment reconciliations for the nine months ended September 30, 2025, and September 30, 2024.
| Nine Months | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| (Dollars in Millions) | Rail | Reconciliation to Consolidated | Rail | Reconciliation to Consolidated | ||||||||||||||||||||||||||||
| Revenue (a) | $ | 9,964 | $ | 10,351 | ||||||||||||||||||||||||||||
| Reconciliation of Revenue | ||||||||||||||||||||||||||||||||
| Trucking Revenue (a) | 641 | 655 | ||||||||||||||||||||||||||||||
| Elimination of intersegment revenues | (21) | (5) | ||||||||||||||||||||||||||||||
| Total Consolidated Revenue | $ | 10,584 | $ | 11,001 | ||||||||||||||||||||||||||||
| Expense (b) | ||||||||||||||||||||||||||||||||
| Labor and Fringe | $ | 2,268 | $ | 2,235 | ||||||||||||||||||||||||||||
| Purchased Services and Other | 1,893 | 1,735 | ||||||||||||||||||||||||||||||
| Depreciation and Amortization | 1,228 | 1,191 | ||||||||||||||||||||||||||||||
| Fuel | ||||||||||||||||||||||||||||||||
| Locomotive | 688 | 754 | ||||||||||||||||||||||||||||||
| Non-Locomotive | 75 | 78 | ||||||||||||||||||||||||||||||
| Equipment and Other Rents | 252 | 245 | ||||||||||||||||||||||||||||||
| Gain on Property Disposition | (11) | (10) | ||||||||||||||||||||||||||||||
| Segment Operating Income | $ | 3,571 | $ | 4,123 | ||||||||||||||||||||||||||||
| Reconciliation of Operating Income | ||||||||||||||||||||||||||||||||
| Trucking Expenses (b) | 801 | 639 | ||||||||||||||||||||||||||||||
| Elimination of intersegment expenses | (21) | (5) | ||||||||||||||||||||||||||||||
| Total Consolidated Operating Income | $ | 3,411 | $ | 4,139 | ||||||||||||||||||||||||||||
(a) Trucking revenue is comprised of revenue from Quality Carriers. Rail revenue represents revenue attributed to all CSX entities other than the trucking company, Quality Carriers.
(b) Trucking expenses include labor and fringe, purchased services and other, depreciation and amortization, fuel, equipment and other rents, and gains/losses on property dispositions from the operations of Quality Carriers. Rail expenses represent expenses attributable to all CSX entities other than the trucking company, Quality Carriers. Trucking expenses for the three and nine months ended September 30, 2025, include a $164 million impairment charge of Quality Carrier's goodwill. See additional information in Note 12, Goodwill and Other Intangible Assets.
CSX Q3 2025 Form 10-Q p.29
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11. Segment Reporting and Significant Expenses, continued
Reconciliation of Segment Operating Income to Consolidated Earnings Before Income Taxes
| Third Quarters | Nine Months | |||||||||||||||||||
| (Dollars in Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Segment Operating Income | $ | 1,256 | $ | 1,351 | $ | 3,571 | $ | 4,123 | ||||||||||||
| Trucking Revenue and Eliminations | 207 | 214 | 620 | 650 | ||||||||||||||||
| Trucking Expenses and Eliminations | (376) | (211) | (780) | (634) | ||||||||||||||||
| Total Consolidated 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 |
Other Segment Disclosures
Capital expenditures made by the rail segment were $717 million and $610 million, for the third quarters 2025 and 2024, respectively, and $2,173 million and $1,631 million, for the nine months ended September 30, 2025, and September 30, 2024, respectively. Capital expenditures in the three and nine months ended September 30, 2025, include $145 million and $440 million, respectively, related to rebuilding the Blue Ridge subdivision as a result of impacts from Hurricane Helene. The total of the rail segment's reportable assets was $43.1 billion and $42.6 billion as of September 30, 2025, and December 31, 2024, respectively, out of total consolidated assets of $43.3 billion and $42.8 billion for the respective periods. Non-rail assets include assets held by the trucking operating segment.
CSX Q3 2025 Form 10-Q p.30
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 12. Goodwill and Other Intangible Assets
The following table presents goodwill and other intangible asset balances and adjustments to those balances for the nine months ended September 30, 2025. There is no remaining goodwill attributed to the Company's trucking operating segment as of September 30, 2025, compared to $159 million as of December 31, 2024. The goodwill balance attributed to the rail segment was $80 million at the end of each of the periods shown. All other intangible assets are attributed to the trucking operating segment.
| Goodwill | Intangible Assets | ||||||||||||||||||||||
| (Dollars in Millions) | Net Carrying Amount | Cost | Accumulated Amortization | Net Carrying Amount | Total Goodwill and Other Intangible Assets - Net | ||||||||||||||||||
| Balance at December, 31, 2024 | $ | 239 | $ | 231 | $ | (37) | $ | 194 | $ | 433 | |||||||||||||
| Additions | 5 | 5 | — | 5 | 10 | ||||||||||||||||||
| Amortization | — | — | (9) | (9) | (9) | ||||||||||||||||||
| Impairment | (164) | — | — | — | (164) | ||||||||||||||||||
| Balance at September, 30, 2025 | $ | 80 | $ | 236 | $ | (46) | $ | 190 | $ | 270 | |||||||||||||
Impairment
During third quarter 2025, the Company determined that the extended trucking market recession, ongoing economic uncertainty and lower than previously expected financial performance triggered the need to perform an interim impairment assessment for goodwill associated with Quality Carriers. The Company performed a quantitative assessment as of August 1, 2025, to estimate the fair value of Quality Carriers, which used a combination of the income and market approaches. The income approach used a discounted cash flow model with significant assumptions for future revenue growth, EBITDA margin, capital expenditures and discount rate. The market approach used revenue and EBITDA multiples for selected guideline public companies. These inputs are classified as Level 3 measurements within the fair value hierarchy. Based on the quantitative assessment, CSX concluded the fair value of Quality Carriers did not exceed its carrying value. As a result, all of the remaining Quality Carriers goodwill in the trucking operating segment was determined to be fully impaired and a $164 million impairment charge was recorded in operating expense in the accompanying consolidated income statements.
In addition to the quantitative assessment of goodwill, CSX evaluated the recoverability of the long-lived assets on the Quality Carriers reporting unit in the trucking operating segment. Based on the assessment, CSX concluded the carrying values of these assets were recoverable and no impairment was recorded.
The Company's annual assessment of goodwill for the remaining reporting units will take place as of October 1, 2025. For more information related to the Company's goodwill and other intangible assets, see CSX's most recent annual report on Form 10-K.
CSX Q3 2025 Form 10-Q p.31
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIRD QUARTER 2025 RESULTS
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Revenue decreased $32 million, or 1%, year over year.
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Expenses increased $235 million, or 10%, year over year.
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Operating income of $1.1 billion decreased $267 million, or 20%, year over year.
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Operating margin of 30.3% decreased 710 basis points versus prior year.
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Earnings per diluted share of $0.37 decreased $0.09, or 20%, year over year.
| Third Quarters | Nine Months | ||||||||||||||||||||||||||||
| 2025 | 2024 | Fav / (Unfav) | % Change | 2025 | 2024 | Fav / (Unfav) | % Change | ||||||||||||||||||||||
| Volume (in Thousands) | 1,612 | 1,590 | 22 | 1 | % | 4,710 | 4,702 | 8 | — | % | |||||||||||||||||||
| (in Millions) | |||||||||||||||||||||||||||||
| Revenue | $ | 3,587 | $ | 3,619 | $ | (32) | (1) | $ | 10,584 | $ | 11,001 | $ | (417) | (4) | |||||||||||||||
| Expense | 2,500 | 2,265 | (235) | (10) | 7,173 | 6,862 | (311) | (5) | |||||||||||||||||||||
| Operating Income | $ | 1,087 | $ | 1,354 | $ | (267) | (20) | % | $ | 3,411 | $ | 4,139 | $ | (728) | (18) | % | |||||||||||||
| Operating Margin | 30.3 | % | 37.4 | % | (710) | bps | 32.2 | % | 37.6 | % | (540) | bps | |||||||||||||||||
| Earnings Per Diluted Share | $ | 0.37 | $ | 0.46 | $ | (0.09) | (20) | % | $ | 1.16 | $ | 1.40 | $ | (0.24) | (17) | % |
Appointment of New Chief Executive Officer
On September 29, 2025, CSX announced that its Board of Directors appointed Stephen F. Angel as the Company’s new President and Chief Executive Officer, and as a member of the Board of Directors, effective September 28, 2025.
CSX Q3 2025 Form 10-Q p.32
CSX CORPORATION
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