csx-20250331

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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 March 31, 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

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 1,878,545,871 shares of common stock outstanding on March 31, 2025 (the latest practicable date that is closest to the filing date).

CSX Q1 2025 Form 10-Q p.1

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CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

INDEX


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

	Consolidated Income Statements (Unaudited) - Quarters Ended March 31, 2025 and March 31, 2024	3

	Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters Ended March 31, 2025 and March 31, 2024	3

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

	Consolidated Cash Flow Statements (Unaudited) - Three Months Ended March 31, 2025 and March 31, 2024	5

	Consolidated Statement s of Changes in Shareholders' Equity (Unaudited) - Quarters Ended March 31, 2025 and March 31, 2024	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43

Item 4.	Controls and Procedures	43

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	CSX Purchases of Equity Securities	44

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	46

Signature		47

CSX Q1 2025 Form 10-Q p.2

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CSX CORPORATION

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS (Unaudited)

(Dollars in Millions, Except Per Share Amounts)


	First Quarters
	2025		2024 (a)

Revenue	$	3,423	$	3,681
Expense
Labor and Fringe	821		805
Purchased Services and Other	774		720
Depreciation and Amortization	425		410
Fuel	275		325
Equipment and Other Rents	87		84

Total Expense	2,382		2,344

Operating Income	1,041		1,337

Interest Expense	(209)		(210)
Other Income - Net	26		41
Earnings Before Income Taxes	858		1,168

Income Tax Expense	(212)		(288)
Net Earnings	$	646	$	880

Per Common Share (Note 2)
Net Earnings Per Share, Basic	$	0.34	$	0.45
Net Earnings Per Share, Assuming Dilution	$	0.34	$	0.45


Average Shares Outstanding (In Millions)	1,890		1,958
Average Shares Outstanding, Assuming Dilution (In Millions)	1,892		1,962

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in Millions)


	First Quarters
	2025		2024 (a)
Total Comprehensive Earnings (Note 10)	$	651	$	886

(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

See accompanying notes to consolidated financial statements.

CSX Q1 2025 Form 10-Q p.3

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CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Dollars in Millions)


	(Unaudited)
	March 31, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,139	$	933
Short-term Investments (Note 9)	8		72
Accounts Receivable - Net (Note 8)	1,348		1,326
Materials and Supplies	438		414

Other Current Assets	87		75
Total Current Assets	3,020		2,820

Properties	52,674		52,191
Accumulated Depreciation	(16,816)		(16,533)
Properties - Net	35,858		35,658

Investment in Affiliates and Other Companies	2,537		2,520
Right-of-Use Lease Asset	486		487
Goodwill and Other Intangible Assets - Net	430		433
Other Long-term Assets	868		846
Total Assets	$	43,199	$	42,764

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	1,315	$	1,290
Labor and Fringe Benefits Payable	391		480
Casualty, Environmental and Other Reserves (Note 4)	146		149

Current Maturities of Long-term Debt (Note 7)	605		606
Income and Other Taxes Payable	685		508
Other Current Liabilities	279		243
Total Current Liabilities	3,421		3,276

Casualty, Environmental and Other Reserves (Note 4)	319		313
Long-term Debt (Note 7)	18,521		17,897
Deferred Income Taxes - Net	7,739		7,725
Long-term Lease Liability	489		486
Other Long-term Liabilities	535		560
Total Liabilities	31,024		30,257

Shareholders' Equity:
Common Stock, $1 Par Value	1,878		1,900
Other Capital	864		846
Retained Earnings	9,655		9,988
Accumulated Other Comprehensive Loss (Note 10)	(227)		(232)
Non-controlling Minority Interest	5		5
Total Shareholders' Equity	12,175		12,507
Total Liabilities and Shareholders' Equity	$	43,199	$	42,764

See accompanying notes to consolidated financial statements.

CSX Q1 2025 Form 10-Q p.4

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CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in Millions)


	Three Months
	2025		2024 (a)

OPERATING ACTIVITIES
Net Earnings	$	646	$	880
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization	425		410
Deferred Income Taxes	13		7





Other Operating Activities	(4)		(17)
Changes in Operating Assets and Liabilities:
Accounts Receivable	(9)		5
Other Current Assets	(34)		(29)
Accounts Payable	89		72
Income and Other Taxes Payable	175		(143)
Other Current Liabilities	(46)		(119)
Net Cash Provided by Operating Activities	1,255		1,066

INVESTING ACTIVITIES
Property Additions	(719)		(517)

Proceeds from Sales of Short-term Investments	67		81
Proceeds and Advances from Property Dispositions	23		11
Business Acquisition, Net of Cash Acquired	—		(26)
Other Investing Activities	(18)		(35)
Net Cash Used In Investing Activities	(647)		(486)

FINANCING ACTIVITIES
Shares Repurchased	(751)		(247)
Dividends Paid	(245)		(235)
Long-term Debt Repaid (Note 7)	(2)		(2)
Long-term Debt Issued (Note 7)	600		—


Other Financing Activities	(4)		34
Net Cash Used in Financing Activities	(402)		(450)

Net Increase in Cash and Cash Equivalents	206		130

CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period	933		1,353
Cash and Cash Equivalents at End of Period	$	1,139	$	1,483

(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

See accompanying notes to consolidated financial statements.

CSX Q1 2025 Form 10-Q p.5

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CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in Millions)


Three Months 2025	Common Shares Outstanding (Thousands)	Common Stock and Other Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income(b)		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


Three Months 2024	Common Shares Outstanding (Thousands)	Common Stock and Other Capital		Retained Earnings (a)		Accumulated Other Comprehensive (Loss) Income(a,b)		Non-controlling Minority Interest		Total Shareholders' Equity (a)

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

(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

(b) 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, $74 million as of December 31, 2023 and $72 million as of March 31, 2024. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q1 2025 Form 10-Q p.6

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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 Q1 2025 Form 10-Q p.7

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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 and 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 “first quarter(s)” or “three months” indicate CSX's fiscal periods ending March 31, 2025 and March 31, 2024, and references to "year-end" indicate the fiscal year ended December 31, 2024.

New Accounting Pronouncements

In December 2023, the FASB issued 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 is required to adopt the guidance for its 2025 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 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.

Revision of Prior Period Financial Statements

During second quarter 2024, CSX completed a review of the accounting treatment for engineering scrap and certain engineering support labor and identified misstatements between the balance sheet and operating expense in previously issued financial statements. In accordance with the Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of the errors on the previously presented financial statements and determined that they did not result in a material misstatement to the financial condition, results of operations, or liquidity for any of the impacted periods. However, the Company determined that the effect of recording the misstatements during the second quarter of 2024 would be material to the annual 2024 consolidated financial statements. As a result, the Company revised its previously issued consolidated financial statements. For comparative purposes, the Company has also made corrections to the consolidated financial statements and applicable notes for the first quarter 2024 results presented in this Form 10-Q. See the 2024 annual report filed on Form 10-K for additional information and quantification of prior period restatement impacts.

CSX Q1 2025 Form 10-Q p.8

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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.


	First Quarters
	2025		2024 (a)
Numerator (Dollars in Millions):
Net Earnings	$	646	$	880



Denominator (Units in Millions):
Average Common Shares Outstanding	1,890		1,958
Other Potentially Dilutive Common Shares	2		4
Average Common Shares Outstanding, Assuming Dilution	1,892		1,962

Net Earnings Per Share, Basic	$	0.34	$	0.45
Net Earnings Per Share, Assuming Dilution	$	0.34	$	0.45

(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

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.


	First Quarters
	2025	2024
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)	4	3

CSX Q1 2025 Form 10-Q p.9

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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 $1.8 billion as of March 31, 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 first quarters 2025 and 2024, the Company engaged in the following repurchase activities:


	First Quarters
	2025		2024
Shares Repurchased (Millions)	24		7
Cost of Shares (Dollars in Millions)	$	751	$	247
Average Price Paid per Share	$	31.66	$	36.46

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.

Dividend Increase

On February 12, 2025, the Company's Board of Directors authorized an 8% increase in the quarterly cash dividend to $0.13 per common share effective March 2025.

CSX Q1 2025 Form 10-Q p.10

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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.


	First Quarters
(Dollars in Millions)	2025		2024
Share-Based Compensation Expense:
Restricted Stock Units	$	6	$	7
Stock Options	3		3
Stock Awards for Directors	3		2
Employee Stock Purchase Plan	2		2
Performance Units	—		2
Total Share-Based Compensation Expense	$	14	$	16
Income Tax Benefit	$	3	$	5

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 Q1 2025 Form 10-Q p.11

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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.

For more information related to the Company's outstanding long-term incentive compensation, see CSX's most recent annual report on Form 10-K.

SEC Form 10-Q filed by CSX Corporation