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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
OR
()    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from __________ to __________
Commission File Number 1-8022
CSX_BLUE_RGB_JPG.jpg
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia62-1051971
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
500 Water Street15th FloorJacksonvilleFL32202904359-3200
(Address of principal executive offices)(Zip Code)(Telephone number, including area code)
No Change
         (Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $1 Par ValueCSXNasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes (X) No ( )
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer (X)     Accelerated Filer ( )    Non-accelerated Filer ( )    Smaller Reporting Company () Emerging growth company ()

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

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes () No (X)
There were 1,878,545,871 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


CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
INDEX
Page
PART I.FINANCIAL INFORMATION
Item 1.
Quarters Ended March 31, 2025 and March 31, 2024
Quarters Ended March 31, 2025 and March 31, 2024
At March 31, 2025 (Unaudited) and December 31, 2024
Three Months Ended March 31, 2025 and March 31, 2024
Quarters Ended March 31, 2025 and March 31, 2024
Item 2.
Item 3.
Item 4.
PART II.OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
CSX Q1 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)
First Quarters
2025
2024 (a)
Revenue$3,423 $3,681 
Expense
Labor and Fringe821 805 
Purchased Services and Other774 720 
Depreciation and Amortization425 410 
Fuel275 325 
Equipment and Other Rents87 84 
Total Expense2,382 2,344 
Operating Income1,041 1,337 
Interest Expense(209)(210)
Other Income - Net26 41 
Earnings Before Income Taxes858 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

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 Supplies438 414 
Other Current Assets87 75 
  Total Current Assets3,020 2,820 
Properties52,674 52,191 
Accumulated Depreciation(16,816)(16,533)
  Properties - Net35,858 35,658 
Investment in Affiliates and Other Companies2,537 2,520 
Right-of-Use Lease Asset 486 487 
Goodwill and Other Intangible Assets - Net430 433 
Other Long-term Assets868 846 
  Total Assets$43,199 $42,764 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,315 $1,290 
Labor and Fringe Benefits Payable391 480 
Casualty, Environmental and Other Reserves (Note 4)146 149 
Current Maturities of Long-term Debt (Note 7)605 606 
Income and Other Taxes Payable685 508 
Other Current Liabilities279 243 
  Total Current Liabilities3,421 3,276 
Casualty, Environmental and Other Reserves (Note 4)319 313 
Long-term Debt (Note 7)18,521 17,897 
Deferred Income Taxes - Net7,739 7,725 
Long-term Lease Liability 489 486 
Other Long-term Liabilities 535 560 
  Total Liabilities31,024 30,257 
Shareholders' Equity:
Common Stock, $1 Par Value
1,878 1,900 
Other Capital864 846 
Retained Earnings9,655 9,988 
Accumulated Other Comprehensive Loss (Note 10)(227)(232)
Non-controlling Minority Interest5 5 
Total Shareholders' Equity12,175 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

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 Amortization425 410 
Deferred Income Taxes13 7 
Other Operating Activities(4)(17)
Changes in Operating Assets and Liabilities:
Accounts Receivable(9)5 
Other Current Assets(34)(29)
Accounts Payable89 72 
Income and Other Taxes Payable175 (143)
Other Current Liabilities(46)(119)
Net Cash Provided by Operating Activities1,255 1,066 
INVESTING ACTIVITIES
Property Additions(719)(517)
Proceeds from Sales of Short-term Investments67 81 
Proceeds and Advances from Property Dispositions23 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 Equivalents206 130 
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period933 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

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, 20241,900,190$2,746 $9,988 $(232)$5 $12,507 
Comprehensive Earnings:
Net Earnings— 646 — — 646 
Other Comprehensive Income — — 5 — 5 
Total Comprehensive Earnings651 
Common stock dividends, $0.13 per share
— (245)— — (245)
Share Repurchases(23,707)(24)(727)— — (751)
Excise Tax on Net Share Repurchases— (7)— — (7)
Stock Option Exercises and Other1,89420 — — — 20 
Balance March 31, 20251,878,377$2,742 $9,655 $(227)$5 $12,175 

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, 20231,958,757$2,650 $9,609 $(279)$5 $11,985 
Comprehensive Earnings:
Net Earnings— 880 — — 880 
Other Comprehensive Income— — 6 — 6 
Total Comprehensive Earnings886 
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 Other2,96155 (2)— — 53 
Balance March 31, 20241,954,929$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

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

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

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 Outstanding1,890 1,958 
Other Potentially Dilutive Common Shares2 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
20252024
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)
43

CSX Q1 2025 Form 10-Q p.9

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
20252024
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

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)
20252024
Share-Based Compensation Expense:
Restricted Stock Units$6 $7 
Stock Options3 3 
Stock Awards for Directors3 2 
Employee Stock Purchase Plan2 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 Units668$33.74 
Restricted Stock Units66633.37 
Stock Options1,10010.16 


CSX Q1 2025 Form 10-Q p.11

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.


CSX Q1 2025 Form 10-Q p.12

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.

March 31, 2025December 31, 2024
(Dollars in Millions)
CurrentLong-termTotalCurrentLong-termTotal
Casualty:
Personal Injury$51 $93 $144 $51 $91 $142 
Occupational7 59 66 7 59 66 
     Total Casualty58 152 210 58 150 208 
Environmental37 114 151 37 114 151 
Other51 53 104 54 49 103 
     Total$146 $319 $465 $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 ended March 31, 2025, or March 31, 2024.

CSX Q1 2025 Form 10-Q p.13

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 ended March 31, 2025, or March 31, 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 230 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 Q1 2025 Form 10-Q p.14

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 $3 million to $61 million in the aggregate at March 31, 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 Q1 2025 Form 10-Q p.15

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 who will now preside over all pre-trial proceedings. The railroads filed motions for summary judgment on July 17, 2024 with the briefing completed in December 2024.

CSXT believes that its fuel surcharge practices were arrived at and applied lawfully and that the case is without merit. Accordingly, the Company intends to defend itself vigorously. However, penalties for violating antitrust laws can be severe, and resolution of these matters individually or when aggregated could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.

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 Q1 2025 Form 10-Q p.16

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 has also been responding to information requests by the SEC related to certain of the Company’s non-financial performance metrics. The Company is cooperating with the SEC and providing information responsive to these requests. While the Company believes its reporting complied with applicable requirements in all material respects, the Company cannot anticipate the timing, scope, outcome or possible impact of the investigation, financial or otherwise.
CSX Q1 2025 Form 10-Q p.17

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
First Quarters
(Dollars in Millions)
20252024
Service Cost Included in Labor and Fringe$5 $6 
Interest Cost27 26 
Expected Return on Plan Assets(40)(42)
Amortization of Net Loss6 5 
Total Included in Other Income - Net(7)(11)
Net Periodic Benefit Credit$(2)$(5)
    
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 Q1 2025 Form 10-Q p.18

CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.    Debt and Credit Agreements

Total activity related to long-term debt as of the end of first quarter 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 PortionLong-term PortionTotal
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(2) (2)
Reclassifications1 (1) 
Hedging, Discount, Premium and Other Activity 25 25 
Long-term Debt as of March 31, 2025
$605 $18,521 $19,126 

Debt Issuance
On March 10, 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 $8 million as of March 31, 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 $12 million and $7 million as of March 31, 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 $110 million and $123 million as of March 31, 2025, and December 31, 2024, respectively, and is included in other long-term liabilities on the consolidated balance sheet.

CSX Q1 2025 Form 10-Q p.19

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)March 31, 2025December 31, 2024
Notional Value of Hedged Notes$1,300 $1,050 
Fair Value Asset Adjustment to Hedged Notes20 7 
Fair Value Liability Adjustment to Hedged Notes(110)(123)
Carrying Amount of Hedged Notes$1,210 $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.

First Quarters
(Dollars in Millions)20252024
Interest Expense Impact (Increase) Decrease$(5)$(8)

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 March 31, 2025, and December 31, 2024, no unsettled aggregate notional value of these swaps remains 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.

First Quarters
(Dollars in Millions)20252024
Unrealized Gain - Net of Tax
$ $2 
See Note 9, Fair Value Measurements, and Note 10, Other Comprehensive Income (Loss), for additional information about the Company's swaps.
CSX Q1 2025 Form 10-Q p.20

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 March 31, 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 first 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 one time. Proceeds from issuances of the notes are expected to be used for general corporate purposes. At March 31, 2025, the Company had no outstanding debt under the commercial paper program.

CSX Q1 2025 Form 10-Q p.21

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.

First Quarters
(Dollars in Millions)
20252024
Chemicals$698 $693 
Agricultural and Food Products408 407 
Automotive271 293 
Forest Products249 262 
Metals and Equipment209 220 
Minerals181 174 
Fertilizers136 136 
Total Merchandise2,152 2,185 
Intermodal493 506 
Coal461 632 
Trucking202 215 
Other115 143 
Total$3,423 $3,681 

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 and currently due related to government reimbursement receivables and other non-revenue receivables.
(Dollars in Millions)
March 31,
2025
December 31,
2024
Freight Receivables $1,030 $1,012 
Freight Allowance for Credit Losses(19)(16)
Freight Receivables - Net1,011 996 
Non-Freight Receivables 353 343 
Non-Freight Allowance for Credit Losses(16)(13)
Non-Freight Receivables - Net 337 330 
Total Accounts Receivable - Net$1,348 $1,326 

The Company maintains an allowance for 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 first quarters 2025 or 2024.
CSX Q1 2025 Form 10-Q p.22

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 March 31, 2025 and March 31, 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.
March 31, 2025December 31, 2024
(Dollars in Millions)
Level 1Level 2TotalLevel 1Level 2Total
Exchange-traded Funds
$3 $ $3 $2 $ $2 
Corporate Bonds 73 73  71 71 
Government Securities 46 46  42 42 
Asset-backed Securities
 35 35  35 35 
Time Deposits    66 66 
Total Investments at Fair Value
$3 $154 $157 $2 $214 $216 

Total debt securities of $154 million as of March 31, 2025, and $214 million as of December 31, 2024, had an amortized cost of $156 million and $218 million, respectively. These investments have the following maturities:
(Dollars in Millions)
March 31,
2025
December 31,
2024
Less than 1 year
$8 $72 
1 - 5 years
79 72 
5 - 10 years
21 23 
Greater than 10 years
46 47 
Total Investments at Fair Value (a)
$154 $214 

(a) Exchange-traded funds are excluded as there is no stated contractual maturity date.
CSX Q1 2025 Form 10-Q p.23

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 fair values significantly different from their carrying amounts. 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)
March 31,
2025
December 31,
2024
Long-term Debt (Including Current Maturities):
Fair Value$17,379 $16,481 
Carrying Value19,126 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 $20 million and $7 million (for swaps entered in 2023 and 2025), and a liability of $110 million and $123 million (for swaps entered in 2022) as of March 31, 2025, and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, the forward interest rate swap was fully settled and there is no related asset or liability. See Note 7, Debt and Credit Agreements, for further information.

CSX Q1 2025 Form 10-Q p.24

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 as well as derivative activity and other items. Total comprehensive earnings is presented net of tax and was $651 million and $886 million for first quarters 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 reclassified in pension and other post-employment benefits 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. 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 BenefitsInterest Rate DerivativesOtherAccumulated 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 Earnings4  2 6 
Tax Expense(1)  (1)
Total Other Comprehensive Income 3  2 5 
Balance March 31, 2025, Net of Tax
$(346)$153 $(34)$(227)
CSX Q1 2025 Form 10-Q p.25

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 chief executive officer. 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 Q1 2025 Form 10-Q p.26

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 March 31, 2025, and March 31, 2024.

Quarters Ended
March 31, 2025March 31, 2024
(Dollars in Millions)RailReconciliation to ConsolidatedRailReconciliation to Consolidated
Revenue$3,221 $3,466 
Reconciliation of Revenue
Trucking Revenue (a)
207217
Elimination of intersegment revenues(5)(2)
Total Consolidated Revenue$3,423 $3,681 
Expense
Labor and Fringe$774 $760 
Purchased Services and Other662602
Depreciation and Amortization410395
Fuel
Locomotive225276
Non-Locomotive3025
Equipment and Other Rents8278
Gain on Property Disposition(1)
Segment Operating Income$1,038 $1,331 
Reconciliation of Operating Income
Trucking Expenses (b)
204211
Elimination of intersegment expenses(5)(2)
Total Consolidated Operating Income$1,041 $1,337 

(a) Rail revenue represents revenue attributed to all CSX entities other than the trucking company, Quality Carriers. Trucking revenue is comprised of revenue from Quality Carriers.

(b) Rail expenses represent expenses attributable to all CSX entities other than the trucking company, Quality Carriers. 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.
CSX Q1 2025 Form 10-Q p.27

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
Quarters Ended
(Dollars in Millions)
March 31, 2025March 31, 2024
Segment Operating Income$1,038 $1,331 
Trucking Revenue and Eliminations
202 215 
Trucking Expenses and Eliminations
(199)(209)
Total Consolidated Operating Income1,041 1,337 
Interest Expense
(209)(210)
Other Income - Net
26 41 
Earnings Before Income Taxes
$858 $1,168 

Other Segment Disclosures
Capital expenditures made by the rail segment were $691 million and $498 million, for the quarters ended March 31, 2025, and March 31 2024, respectively. The total of the rail segment's reportable assets was $43.0 billion and $42.6 billion as of March 31, 2025, and December 31, 2024, respectively, out of total consolidated assets of $43.2 billion and $42.8 billion for the respective periods. Non-rail assets include assets held by the trucking operating segment.

CSX Q1 2025 Form 10-Q p.28

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER 2025 RESULTS

Revenue decreased $258 million, or 7%, year over year.
Expenses increased $38 million, or 2%, year over year.
Operating income of $1.0 billion decreased $296 million, or 22%, year over year.
Operating margin of 30.4% decreased 590 basis points versus prior year.
Earnings per diluted share of $0.34 decreased $0.11, or 24%, year over year.


First Quarters
2025
2024 (a)
Fav / (Unfav)% Change
Volume (in Thousands)
1,518 1,534 (16)(1)%
(in Millions)
Revenue$3,423 $3,681 $(258)(7)
Expense2,382 2,344 (38)(2)
Operating Income$1,041 $1,337 $(296)(22)%
Operating Margin30.4 %36.3 %(590) bps
Earnings Per Diluted Share$0.34 $0.45 $(0.11)(24)%
(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

CSX Q1 2025 Form 10-Q p.29

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Volume and Revenue (Unaudited)
Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
First Quarters
 VolumeRevenueRevenue Per Unit
 20252024% Change20252024% Change20252024% Change
Chemicals166 167 (1)%$698 $693 %$4,205 $4,150 %
Agricultural and Food Products115 114 408 407 — 3,548 3,570 (1)
Automotive87 94 (7)271 293 (8)3,115 3,117 — 
Minerals79 80 (1)181 174 2,291 2,175 
Forest Products70 73 (4)249 262 (5)3,557 3,589 (1)
Metals and Equipment65 70 (7)209 220 (5)3,215 3,143 
Fertilizers48 47 136 136 — 2,833 2,894 (2)
Total Merchandise630 645 (2)2,152 2,185 (2)3,416 3,388 
Intermodal716 701 493 506 (3)689 722 (5)
Coal172 188 (9)461 632 (27)2,680 3,362 (20)
Trucking — — 202 215 (6) — — 
Other — — 115 143 (20) — — 
Total1,518 1,534 (1)%$3,423 $3,681 (7)%$2,255 $2,400 (6)%

CSX Q1 2025 Form 10-Q p.30

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

First Quarter 2025

Revenue
Total revenue decreased 7% in the first quarter 2025 when compared to first quarter 2024, due to decreases in coal revenue, lower fuel recovery, declines in merchandise volume, decreases in other revenue, and lower trucking revenue. These decreases were partially offset by higher pricing in merchandise as well as higher intermodal volume.

Merchandise Volume
Chemicals - Decreased due to lower shipments of petroleum products and waste, partially offset by higher shipments of petcoke, natural gas liquids, and plastics.

Agricultural and Food Products - Increased due to higher shipments of domestic feed grain and ethanol.

Automotive - Decreased due to lower North American vehicle production.

Minerals - Decreased primarily due to lower shipments of aggregates and limestone.
Forest Products - Decreased due to lower shipments of building products as well as lower shipments of paper products, which includes the impact of plant closures.

Metals and Equipment - Decreased due to high prior year volume of orders to reposition empty customer railcars as well as reduced shipments in the current year of steel associated with the automotive market.

Fertilizers - Increased due to higher short-haul phosphates shipments, which were partially offset by decreases in long-haul shipments.

Intermodal Volume
International shipments increased driven by higher port volumes and growth with key customers. Domestic shipments were relatively flat as increased transcontinental shipments were offset by the impacts of a continued soft trucking environment.

Coal Volume
Export coal decreased primarily due to reduced production, including outages at customer facilities, and weather impacts on the overall supply chain. Domestic coal decreased due to lower thermal shipments to river terminals and reduced shipments to steel manufacturing locations, partially offset by higher shipments to utility plants.

Trucking Revenue
Trucking revenue decreased $13 million versus the prior year due to lower rates and fuel surcharge.

Other Revenue
Other revenue decreased $28 million primarily due to 2024 revenue including payments from customers that did not meet volume commitments.
CSX Q1 2025 Form 10-Q p.31

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Expenses
Expenses of $2.4 billion increased $38 million, or 2%, in first quarter 2025 when compared to the first quarter 2024.

Labor and Fringe expense increased $16 million, primarily resulting from inflation. Other items largely offset and included higher union employee benefits for sick leave and vacation, increased labor costs associated with network disruptions and lower incentive compensation expense.

Purchased Services and Other expense increased $54 million due to the following:
Increased costs of approximately $25 million were due to the effects of network disruptions and congestion, including higher locomotive usage costs and rerouting charges associated with the Howard Street Tunnel project, as well as severe winter weather.
Other net costs increased $28 million, about half of which was due to inflation. The remaining increase was comprised of several non-significant items that were partially offset by cost savings from lower rail volumes.
There were no gains on property dispositions in 2025 compared to a $1 million gain in 2024.

Depreciation and Amortization expense increased $15 million as a result of a larger asset base.

Fuel costs decreased $50 million primarily as a result of a 15% decrease in locomotive fuel prices, as well as efficiency and volume savings despite additional gross ton-miles associated with reroutes.

Equipment and Other Rents expense increased $3 million due to several non-significant items, including the impact of reroutes on car cycle times.

Interest Expense
Interest expense decreased $1 million.

Other Income - Net
Other income - net decreased $15 million primarily due to lower interest income and a decrease in net pension benefit credits.

Income Tax Expense
Income tax expense decreased $76 million primarily due to lower earnings before income taxes.
CSX Q1 2025 Form 10-Q p.32

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Measures - Unaudited
CSX reports its financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). CSX also uses certain non-GAAP measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by GAAP. Therefore, CSX’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.

Economic Profit
Management believes Economic Profit provides an additional perspective to investors about financial returns generated by the business by representing a measure showing profit generated over and above the cost of capital used by the business to generate that profit. Economic Profit is designed to incentivize strategic investments that earn more than management’s desired minimum required return and is broadly utilized by management to make investment decisions. Therefore, disclosing Economic Profit on how management performs in this regard provides additional useful information to investors regarding the Company’s performance compared to its goals.

Economic Profit should be considered in addition to, rather than a substitute for, operating income, which is the most directly comparable GAAP measure. Economic Profit is defined by the Company as Gross Cash Earnings (“GCE”) minus the Capital Charge on Gross Operating Assets (“GOA”). Increases in Economic Profit indicate that the Company is effectively allocating capital and rewarding shareholders by generating returns in excess of the incremental cost of capital associated with reinvestment in the business.
GCE is calculated as operating income plus depreciation, amortization and operating lease expense, less unusual items and taxes. The Capital Charge uses a minimum required return multiplied by the GOA. CSX's GOAs include gross properties and other non-cash assets, net of non-interest bearing liabilities. The Company used a 15% tax rate and an 8% required return, for both periods presented, which is consistent with rates used for investment decisions and performance evaluation within those same periods. The tax rate is the approximate equivalent of the Company’s actual income tax expense as a percentage of pre-tax GCE. The required return rate represents management’s desired minimum return on any investment. CSX annually re-evaluates these rates to ensure they accurately represent taxes and a required return in light of internal and external factors and would adjust the rate if the annual review resulted in a preset deviation from the current rates. This focuses the Economic Profit measure on value generated by management instead of external factors, such as legislative tax policy or interest rate volatility.

CSX Q1 2025 Form 10-Q p.33

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table reconciles operating income (the most directly comparable GAAP measure) to Economic Profit (non-GAAP measure).
Three Months
(Dollars in Millions)
2025
2024 (a)
Operating Income$1,041 $1,337 
Add: Depreciation, Amortization, and Operating Lease Expense452 438 
Remove: Unusual Items (b)
— — 
Taxes (c)
(224)(266)
Gross Cash Earnings1,269 1,509 
Operating Assets
Current Assets (Less Cash and Short-term Investments)(1,873)(1,962)
Gross Properties(52,674)(50,617)
Other Assets(4,321)(4,210)
Operating Liabilities
Non-Interest Bearing Liabilities11,409 11,039 
Gross Operating Assets (d)
(47,459)(45,750)
Capital Charge (e)
(949)(915)
Economic Profit (Non-GAAP)
calculated as GCE less Capital Charge
$320 $594 
(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
(b) Unusual items are defined by management as unique events with greater than $100 million full year operating income impact, consistent with the terms of the Company's long-term incentive plan agreements. There were no unusual items for either period presented.
(c) The tax percentage rate was 15% for both periods presented. This rate is applied to the sum of operating income, depreciation, amortization and operating lease expense, and unusual items.
(d) Gross operating assets reflects an average of the year-to-date quarter-end amounts reported for each period presented. Accordingly, averages are not applicable for the first quarter of each year.
(e) The capital charge of 8% for both years is calculated as the minimum return multiplied by gross operating assets. This is an annualized rate equivalent to 2% per quarter.

Free Cash Flow
Management believes that Free Cash Flow ("FCF") is supplemental information useful to investors as it is important in evaluating the Company’s financial performance. More specifically, FCF measures cash generated by the business after reinvestment. This measure represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt. FCF is calculated by using net cash from operations and adjusting for property additions and proceeds and advances from property dispositions. FCF should be considered in addition to, rather than a substitute for, cash provided by operating activities. 

The decrease in FCF before dividends from the prior year of $1 million is primarily due to higher property additions offset by higher operating cash flows, which increased despite lower cash-generating net earnings in the current year as 2024 included $387 million of tax payments postponed from the 2023 tax year.
CSX Q1 2025 Form 10-Q p.34

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table reconciles cash provided by operating activities (GAAP measure) to FCF before dividends (non-GAAP measure). 
Three Months
(Dollars in Millions)
2025
2024 (a)
Net cash provided by operating activities$1,255 $1,066 
Property Additions(719)(517)
Proceeds and Advances from Property Dispositions23 11 
Free Cash Flow (before payment of dividends)$559 $560 
(a) See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

Operating Statistics (Estimated)
The Company is committed to continuous improvement in safety and service performance through training, innovation and investment. Training and safety programs are designed to prevent incidents that can adversely impact employees, customers and communities. Technological innovations that can detect and avoid many types of human factor incidents are designed to serve as an additional layer of protection for the Company's employees. Continued capital investment in the Company's assets, including track, bridges, signals, equipment and detection technology also supports safety performance.

In the first quarter of 2025, velocity decreased by 3% and dwell increased by 19% versus prior year. Carload trip plan performance decreased by 16% and intermodal trip plan performance decreased by 4%. The Company continues to focus on operational improvements and executing the operating plan to deliver safe, reliable and efficient service to customers.

The personal injury frequency index of 0.95 improved 22% compared to prior year. The FRA train accident rate of 3.43 improved 16% compared to prior year. Safety is a top priority at CSX, and the Company is committed to reducing risk and enhancing the overall safety of its employees, customers, and communities in which it operates.

CSX Q1 2025 Form 10-Q p.35

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

First Quarters
20252024Improvement /
(Deterioration)
Operations Performance
Train Velocity (Miles Per Hour)
17.6 18.2 (3)%
Dwell (Hours)
11.5 9.7 (19)%
Cars Online132,200 124,720 (6)%
On-Time Originations68 %75 %(9)%
On-Time Arrivals55 %70 %(21)%
Carload Trip Plan Performance69 %82 %(16)%
Intermodal Trip Plan Performance90 %94 %(4)%
Fuel Efficiency0.99 1.01 %
Revenue Ton-Miles (Billions)
Merchandise32.3 32.0 %
Coal8.4 9.4 (11)%
Intermodal7.1 7.1 — %
Total Revenue Ton-Miles47.8 48.5 (1)%
Total Gross Ton-Miles (Billions)
93.9 95.8 (2)%
Safety
FRA Personal Injury Frequency Index0.95 1.22 22 %
FRA Train Accident Rate3.43 4.09 16 %
Certain operating statistics are estimated and can continue to be updated as actuals settle. The methodology for calculating train velocity, dwell, cars online and trip plan performance differs from that used by the Surface Transportation Board. The Company will continue to report these metrics to the Surface Transportation Board using the prescribed methodology.

Key Performance Measures Definitions
Train Velocity - Average train speed between origin and destination in miles per hour (does not include locals, yard jobs, work trains or passenger trains). Train velocity measures actual train miles and times of a train movement on CSX's network.
Dwell - Average amount of time in hours between car arrival to and departure from the yard.
Cars Online - Average number of active freight rail cars on lines operated by CSX, excluding rail cars that are being repaired, in storage, those that have been sold, or private cars dwelling at a customer location more than one day.
On-Time Originations - Percent of scheduled road trains that depart the origin yard on-time or ahead of schedule.
On-Time Arrivals - Percent of scheduled road trains that arrive at the destination yard on-time to within two hours of scheduled arrival.
Carload Trip Plan Performance - Percent of measured cars (excludes unit trains and other non-scheduled service as well as empty automotive shipments) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival or interchange (as applicable).
Intermodal Trip Plan Performance - Percent of measured containers (excludes port shipments along with empty containers and other non-scheduled service) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival, notification or interchange (as applicable).
Fuel Efficiency - Gallons of locomotive fuel per 1,000 gross ton-miles.
Revenue Ton-Miles (RTM's) - The movement of one revenue-producing ton of freight over a distance of one mile.
Gross Ton-Miles (GTM's) - The movement of one ton of train weight over one mile. GTM's are calculated by multiplying total train weight by distance the train moved. Total train weight is comprised of the weight of the freight cars and their contents.
FRA Personal Injury Frequency Index - Number of FRA-reportable injuries per 200,000 man-hours.
FRA Train Accident Rate - Number of FRA-reportable train accidents per million train-miles.
CSX Q1 2025 Form 10-Q p.36

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES
The following are material changes in the significant cash flows, sources of cash and liquidity, capital investments, consolidated balance sheets and working capital, which provide an update to the discussion included in CSX's most recent annual report on Form 10-K.

Material Changes in Significant Cash Flows
Significant Cash Flows
    The following chart highlights the operating, investing and financing components of the net increase of $206 million and $130 million in cash and cash equivalents for the three months ended March 31, 2025, and March 31, 2024, respectively.

581 583 585
Operating cash flows increased $189 million year over year despite lower cash-generating net earnings in the current year as 2024 included $387 million of tax payments postponed from the 2023 tax year.
CSX used $161 million more cash for investing activities primarily due to higher property additions consistent with planned capital expenditures, including $133 million related to rebuilding the Blue Ridge subdivision as a result of impacts from Hurricane Helene.
The Company used $48 million less cash for financing activities as higher share repurchases were offset by a $600 million debt issuance.

CSX Q1 2025 Form 10-Q p.37

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sources of Cash and Liquidity and Uses of Cash
As of the end of first quarter 2025, CSX had $1.1 billion of cash, cash equivalents and short-term investments. CSX uses current cash balances for general corporate purposes, which may include capital expenditures, working capital requirements, reduction or refinancing of outstanding indebtedness, redemptions and repurchases of CSX common stock, dividends to shareholders, acquisitions and other business opportunities, and contributions to the Company's qualified pension plan. See Note 7, Debt and Credit Agreements.

The Company has multiple sources of liquidity, including cash generated from operations and financing sources. The Company filed a shelf registration statement with the SEC on February 27, 2025, which may be used to issue debt or equity securities at CSX’s discretion, subject to market conditions and CSX Board authorization. While CSX seeks to give itself flexibility with respect to cash requirements, there can be no assurance that market conditions would permit CSX to sell such securities on acceptable terms at any given time, or at all. During the three months ended March 31, 2025, CSX issued a total of $600 million of long-term debt.

CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. At March 31, 2025, the Company had no outstanding balances under this facility. The Company also has a commercial paper program, backed by the revolving credit facility, under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. At March 31, 2025, the Company had no outstanding debt under the commercial paper program.

Planned capital investments for 2025 are expected to be consistent with 2024 spending at approximately $2.5 billion, except for additional costs to rebuild the Blue Ridge subdivision as a result of impacts from Hurricane Helene. Spending on the Blue Ridge rebuild is currently estimated to exceed $400 million in total, including approximately $50 million spent in 2024. Spending to sustain core infrastructure with a focus on safety and reliability will also remain a top priority. In addition, management is committed to investments that promote profitable growth, including projects supporting service enhancements and productivity initiatives, which includes investments in locomotives and freight cars. CSX intends to fund capital investments primarily through cash generated from operations.

CSX Q1 2025 Form 10-Q p.38

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Material Changes in the Consolidated Balance Sheets and Working Capital
Consolidated Balance Sheets
Total assets increased $435 million from year end primarily due to a $206 million increase in cash and cash equivalents as noted above and a $200 million increase in net property consistent with planned capital expenditures, including $133 million related to rebuilding the Blue Ridge subdivision.

Total liabilities increased $767 million from year end primarily due to the issuance of $600 million in long-term debt and a $177 million increase in income and other taxes payable due to the timing of tax payments. Total shareholders' equity decreased $332 million from year end primarily driven by share repurchases of $751 million and dividends paid of $245 million, partially offset by net earnings of $646 million.

Working capital is considered a measure of a company's ability to meet its short-term needs. CSX had a working capital deficit of $401 million as of March 31, 2025, and $456 million as of December 31, 2024. This improvement of $55 million since year end was primarily driven by a $206 million increase in cash as noted above, partially offset by a $177 million increase in income and other taxes payable. The Company's working capital balance varies due to factors such as the timing of scheduled debt payments and changes in cash and cash equivalent balances as discussed above. The Company continues to maintain adequate liquidity to satisfy current liabilities and maturing obligations when they come due. CSX has sufficient financial capacity, including its revolving credit facility, commercial paper program and shelf registration statement to manage its day-to-day cash requirements and any anticipated obligations. The Company from time to time accesses the credit markets for additional liquidity.

CSX is committed to returning cash to shareholders and maintaining an investment-grade credit profile. Capital structure, capital investments and cash distributions, including dividends and share repurchases, are reviewed at least annually by the Board of Directors. Management's assessment of market conditions and other factors guides the timing and volume of repurchases. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances.

This discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this document. The Company revised certain prior period financial statements for misstatements between the balance sheet and expense that were determined to be immaterial to previously issued financial statements. See Note 20, Revision of Prior Period Financial Statements, in Item 8 of the filed 2024 Form 10-K.

LABOR AGREEMENTS
Approximately 17,600 of the Company's approximately 23,400 employees are members of a rail labor union and covered by national agreements with the Class I railroads or CSX-specific agreements. As of the date of this filing, new agreements with an effective date of January 1, 2025, have been fully ratified by several unions, representing approximately 45% of the Company's unionized workforce, and tentative agreements have been reached with additional unions. The remaining unionized employees are covered under previous agreements while negotiations take place since collective agreements under the Railway Labor Act do not expire, but continue until amended or replaced.
CSX Q1 2025 Form 10-Q p.39

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and certain revenues and expenses during the reporting period. Actual results may differ from those estimates. These estimates and assumptions are discussed with the Audit Committee of the Board of Directors on a regular basis. Consistent with the prior year, significant estimates using management judgment are made for the areas below. For further discussion of CSX's critical accounting estimates, see the Company's most recent annual report on Form 10-K.

personal injury and environmental reserves;
pension plan accounting; and
depreciation policies for assets under the group-life method.

FORWARD-LOOKING STATEMENTS
Certain statements in this report and in other materials filed with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made by the Company, are forward-looking statements. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements within the meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding:

projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items;
expectations as to results of operations and operational initiatives;
expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity;
management's plans, strategies and objectives for future operations, capital expenditures, workforce levels, dividends, share repurchases, safety and service performance, proposed new services and other matters that are not historical facts, and management's expectations as to future performance and operations and the time by which objectives will be achieved; and
future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity.

Forward-looking statements are typically identified by words or phrases such as "will," "should," “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. The Company cautions against placing undue reliance on forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently available to it as of the date the forward-looking statement is made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or results will be achieved.

CSX Q1 2025 Form 10-Q p.40

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements. The following important factors, in addition to those discussed in Part I, Item 1A Risk Factors of CSX's most recent annual report on Form 10-K and elsewhere in this report, may cause actual results to differ materially from those contemplated by any forward-looking statements:

legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry;
the outcome of litigation, claims and other contingent liabilities, including, but not limited to, those related to fuel surcharge, environmental matters, taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses;
changes in domestic or international economic, political or business conditions, including those affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation, as well as the impact of international trade agreements and tariffs) and the level of demand for products carried by CSXT;
natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company's operations, systems, property, equipment or supply chain;
competition from other modes of freight transportation, such as trucking and competition and consolidation or financial distress within the transportation industry generally;
the cost of compliance with laws and regulations that differ from expectations as well as costs, penalties and operational and liquidity impacts associated with noncompliance with applicable laws or regulations;
the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes;
unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as well as management's decisions regarding share repurchases;
changes in fuel prices, surcharges for fuel and the availability of fuel;
the impact of natural gas prices on coal-fired electricity generation;
the impact of global supply and price of seaborne coal on CSX's export coal market;
availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;
the inherent business risks associated with safety and security, including the transportation of hazardous materials or a cybersecurity attack which would threaten the availability and reliability of information technology;
adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;
loss of key personnel or the inability to hire and retain qualified employees;
labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers' ability to deliver goods to the Company for shipment;
CSX Q1 2025 Form 10-Q p.41

CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

the Company's success in implementing its strategic, financial and operational initiatives, including acquisitions;
the impact of conditions in the real estate market on the Company's ability to sell assets;
changes in operating conditions and costs, including the impacts of inflation, or commodity concentrations;
the impacts of a public health crisis and any policies or initiatives instituted in response; and
the inherent uncertainty associated with projecting economic and business conditions.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in CSX's other SEC reports, which are accessible on the SEC's website at www.sec.gov and the Company's website at www.csx.com. The information on the CSX website is not part of this quarterly report on Form 10-Q.
CSX Q1 2025 Form 10-Q p.42

CSX CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided under Part II, Item 7A (Quantitative and Qualitative Disclosures about Market Risk) of CSX's most recent annual report on Form 10-K, except as provided below.

The fair value of long-term debt issued by the Company may be impacted by changes in interest rates. In an effort to manage interest rate risk, CSX may use certain financial instruments such as interest rate swaps. The following information together with information included in Note 7, Debt and Credit Agreements, describes changes to those contracts since CSX's most recent annual report on Form 10-K and the related market risk to CSX.

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 for 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. As of March 31, 2025, the fair value of these swaps was an $8 million asset which is included in other long-term assets on the consolidated balance sheet.

ITEM 4. CONTROLS AND PROCEDURES
As of March 31, 2025, under the supervision and with the participation of CSX's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the CEO and CFO concluded that, as of March 31, 2025, the Company's disclosure controls and procedures were effective at the reasonable assurance level in timely alerting them to material information required to be included in CSX's periodic SEC reports. There were no changes in the Company's internal controls over financial reporting during the first quarter of 2025 that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

CSX Q1 2025 Form 10-Q p.43

CSX CORPORATION
PART II - OTHER INFORMATION


Item 1. Legal Proceedings
Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to SEC amendments to this Item, the Company will be using a threshold of $1 million for such proceedings. For further details, refer to Note 5, Commitments and Contingencies, of this quarterly report on Form 10-Q. Also refer to Part I, Item 3, Legal Proceedings in CSX's most recent annual report on Form 10-K.

Item 1A. Risk Factors
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed under Part I, Item 1A (Risk Factors) of CSX's most recent annual report on Form 10-K. See also Part I, Item 2 (Forward-Looking Statements) of this quarterly report on Form 10-Q.

Item 2. CSX Purchases of Equity Securities
During fourth quarter 2023, the Company began repurchasing shares under the $5 billion share repurchase program approved in October 2023. Total repurchase authority remaining as of March 31, 2025 was $1.8 billion. For more information about share repurchases, see Note 2, Earnings Per Share. Share repurchase activity for the first quarter 2025 is shown below. Amounts exclude the impact of excise tax on net share repurchases imposed as part of the Inflation Reduction Act of 2022.
 CSX Purchases of Equity Securities
for the Quarter
First QuarterTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Beginning Balance$2,586,389,217 
January 1 - January 31, 20256,557,512 $32.36 6,557,512 2,374,163,146 
February 1 - February 28, 20257,812,190 32.56 7,812,190 2,119,808,475 
March 1 - March 31, 20259,337,565 30.41 9,337,565 1,835,873,157 
Ending Balance23,707,267 $31.66 23,707,267 $1,835,873,157 

CSX Q1 2025 Form 10-Q p.44

CSX CORPORATION
PART II

Item 3. Defaults Upon Senior Securities
None

Item 4. Mine Safety Disclosures    
    Not Applicable

Item 5. Other Information
During the first quarter of 2025, none of the Company's directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
CSX Q1 2025 Form 10-Q p.45

CSX CORPORATION
PART II

Item 6. Exhibits
Exhibit designationNature of exhibitPreviously filed
as exhibit to
Officer certifications:
31*
32**
Interactive data files:
101*
The following financial information from CSX Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on April 16, 2025, formatted in inline XBRL includes: (i) consolidated income statements for the quarters ended March 31, 2025, and March 31, 2024, (ii) condensed consolidated comprehensive income statements for the quarters ended March 31, 2025, and March 31, 2024, (iii) consolidated balance sheets at March 31, 2025, and December 31, 2024, (iv) consolidated cash flow statements for the three months ended March 31, 2025, and March 31, 2024, (v) consolidated statements of changes in shareholders' equity for the quarters ended March 31, 2025, and March 31, 2024, and (vi) the notes to consolidated financial statements.
104Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)
* Filed herewith
** Furnished herewith
CSX Q1 2025 Form 10-Q p.46

CSX CORPORATION
PART II

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CSX CORPORATION
(Registrant)

By: /s/ ANGELA C. WILLIAMS
Angela C. Williams
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)

Dated: April 16, 2025


CSX Q1 2025 Form 10-Q p.47

Exhibit 31


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

I, Joseph R. Hinrichs, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: April 16, 2025
/s/ JOSEPH R. HINRICHS            
Joseph R. Hinrichs
President and Chief Executive Officer







I, Sean R. Pelkey, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: April 16, 2025
/s/ SEAN R. PELKEY                
Sean R. Pelkey
Executive Vice President and Chief Financial Officer





Exhibit 32



CERTIFICATION OF CEO AND CFO REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE U.S. CODE


In connection with the Quarterly Report of CSX Corporation on Form 10-Q for the period ending March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph R. Hinrichs, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: April 16, 2025

/s/ JOSEPH R. HINRICHS
Joseph R. Hinrichs
President and Chief Executive Officer




In connection with the Quarterly Report of CSX Corporation on Form 10-Q for the period ending March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sean R. Pelkey, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: April 16, 2025


/s/ SEAN R. PELKEY                    
Sean R. Pelkey
Executive Vice President and Chief Financial Officer


v3.25.1
Cover
3 Months Ended
Mar. 31, 2025
shares
Cover [Abstract]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Mar. 31, 2025
Document Transition Report false
Entity File Number 1-8022
Entity Registrant Name CSX CORPORATION
Entity Incorporation, State or Country Code VA
Entity Tax Identification Number 62-1051971
Entity Address, Address Line One 500 Water Street
Entity Address, Address Line Two 15th Floor
Entity Address, City or Town Jacksonville
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32202
City Area Code 904
Local Phone Number 359-3200
Title of 12(b) Security Common Stock, $1 Par Value
Trading Symbol CSX
Security Exchange Name NASDAQ
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 1,878,545,871
Entity Central Index Key 0000277948
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2025
Document Fiscal Period Focus Q1
Amendment Flag false
v3.25.1
CONSOLIDATED INCOME STATEMENTS (Unaudited) - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Income Statement    
Revenue $ 3,423 $ 3,681 [1]
Expense    
Labor and Fringe 821 805 [1]
Purchased Services and Other 774 720 [1]
Depreciation and Amortization 425 410 [1]
Fuel 275 325 [1]
Equipment and Other Rents 87 84 [1]
Total Expense 2,382 2,344 [1]
Operating Income 1,041 1,337 [1]
Interest Expense (209) (210) [1]
Other Income - Net 26 41 [1]
Earnings Before Income Taxes 858 1,168 [1]
Income Tax Expense (212) (288) [1]
Net Earnings $ 646 $ 880 [2]
Per Common Share (Note 2)    
Net Earnings Per Share, Basic (in dollars per share) $ 0.34 $ 0.45 [1]
Net Earnings Per Share, Assuming Dilution (in dollars per share) $ 0.34 $ 0.45 [1]
Average Shares Outstanding (in shares) 1,890 1,958 [1]
Average Shares Outstanding, Assuming Dilution (in shares) 1,892 1,962 [1]
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
[2] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Statement of Comprehensive Income [Abstract]    
Total Comprehensive Earnings (Note 10) $ 651 $ 886 [1]
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
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
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
v3.25.1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2025
Dec. 31, 2024
Shareholders' Equity:    
Common stock, par value (in dollars per share) $ 1 $ 1
v3.25.1
CONSOLIDATED CASH FLOW STATEMENTS (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
OPERATING ACTIVITIES    
Net Earnings $ 646 $ 880 [1]
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:    
Depreciation and Amortization 425 410 [2]
Deferred Income Taxes 13 7 [1]
Other Operating Activities (4) (17) [1]
Changes in Operating Assets and Liabilities:    
Accounts Receivable (9) 5 [1]
Other Current Assets (34) (29) [1]
Accounts Payable 89 72 [1]
Income and Other Taxes Payable 175 (143) [1]
Other Current Liabilities (46) (119) [1]
Net Cash Provided by Operating Activities 1,255 1,066 [1]
INVESTING ACTIVITIES    
Property Additions (719) (517) [1]
Proceeds from Sales of Short-term Investments 67 81 [1]
Proceeds and Advances from Property Dispositions 23 11 [1]
Business Acquisition, Net of Cash Acquired 0 (26) [1]
Other Investing Activities (18) (35) [1]
Net Cash Used In Investing Activities (647) (486) [1]
FINANCING ACTIVITIES    
Shares Repurchased (751) (247) [1]
Dividends Paid (245) (235) [1]
Long-term Debt Repaid (Note 7) (2) (2) [1]
Long-term Debt Issued (Note 7) 600 0 [1]
Other Financing Activities (4) 34 [1]
Net Cash Used in Financing Activities (402) (450) [1]
Net Increase in Cash and Cash Equivalents 206 130 [1]
CASH AND CASH EQUIVALENTS    
Cash and Cash Equivalents at Beginning of Period 933 1,353 [1]
Cash and Cash Equivalents at End of Period $ 1,139 $ 1,483 [1]
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
[2] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($)
shares in Thousands, $ in Millions
Total
Common Shares Outstanding (Thousands)
Common Stock and Other Capital
Retained Earnings
Accumulated Other Comprehensive (Loss) Income
[2]
Non-controlling Minority Interest
Beginning Balance (in shares) at Dec. 31, 2023   1,958,757        
Beginning Balance at Dec. 31, 2023 $ 11,985 [1]   $ 2,650 $ 9,609 [1] $ (279) [1] $ 5
Comprehensive Earnings:            
Net Earnings 880 [3]     880 [1]    
Other Comprehensive Income [1] 6       6  
Total Comprehensive Earnings (Note 10) [4] $ 886          
Common stock, dividends, per share, declared (in dollars per share) $ 0.12          
Common stock dividends, per share [1] $ (235)     (235)    
Share Repurchases (in shares) (7,000) (6,789)        
Share Repurchases $ (247) [1]   (7) (240) [1]    
Excise Tax on Net Share Repurchases [1] (1)     (1)    
Stock Option Exercises and Other (in shares)   2,961        
Stock Option Exercises and Other 53 [1]   55 (2) [1]    
Ending balance (in shares) at Mar. 31, 2024   1,954,929        
Ending Balance at Mar. 31, 2024 12,441 [1]   2,698 10,011 [1] (273) [1] 5
Beginning Balance (in shares) at Dec. 31, 2024   1,900,190        
Beginning Balance at Dec. 31, 2024 12,507   2,746 9,988 (232) 5
Comprehensive Earnings:            
Net Earnings 646     646    
Other Comprehensive Income 5       5  
Total Comprehensive Earnings (Note 10) $ 651          
Common stock, dividends, per share, declared (in dollars per share) $ 0.13          
Common stock dividends, per share $ (245)     (245)    
Share Repurchases (in shares) (24,000) (23,707)        
Share Repurchases $ (751)   (24) (727)    
Excise Tax on Net Share Repurchases (7)     (7)    
Stock Option Exercises and Other (in shares)   1,894        
Stock Option Exercises and Other 20   20      
Ending balance (in shares) at Mar. 31, 2025   1,878,377        
Ending Balance at Mar. 31, 2025 $ 12,175   $ 2,742 $ 9,655 $ (227) $ 5
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
[2] 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 $72 million as of March 31, 2024. For additional information, see Note 10, Other Comprehensive Income.
[3] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
[4] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Common stock, dividends, per share, declared (in dollars per share) $ 0.13 $ 0.12    
Accumulated Other Comprehensive (Loss) Income        
Associated tax of accumulated other comprehensive loss balances $ 59 $ 72 $ 61 $ 74
v3.25.1
Nature of Operations and Significant Accounting Policies
3 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Significant Accounting Policies 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.
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.
v3.25.1
Earnings Per Share
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Earnings Per Share 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 Outstanding1,890 1,958 
Other Potentially Dilutive Common Shares2 
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
20252024
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)
43
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
20252024
Shares Repurchased (Millions)
24 
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.
v3.25.1
Stock Plans and Share-Based Compensation
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Plans and Share-Based Compensation 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)
20252024
Share-Based Compensation Expense:
Restricted Stock Units$6 $
Stock Options3 
Stock Awards for Directors3 
Employee Stock Purchase Plan2 
Performance Units 
Total Share-Based Compensation Expense$14 $16 
Income Tax Benefit$3 $

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 Units668$33.74 
Restricted Stock Units66633.37 
Stock Options1,10010.16 
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.
v3.25.1
Casualty, Environmental and Other Reserves
3 Months Ended
Mar. 31, 2025
Casualty, Environmental and Other Reserves [Abstract]  
Casualty, Environmental and Other Reserves 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.

March 31, 2025December 31, 2024
(Dollars in Millions)
CurrentLong-termTotalCurrentLong-termTotal
Casualty:
Personal Injury$51 $93 $144 $51 $91 $142 
Occupational7 59 66 59 66 
     Total Casualty58 152 210 58 150 208 
Environmental37 114 151 37 114 151 
Other51 53 104 54 49 103 
     Total$146 $319 $465 $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 ended March 31, 2025, or March 31, 2024.
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 ended March 31, 2025, or March 31, 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 230 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.
v3.25.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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 $3 million to $61 million in the aggregate at March 31, 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.
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 who will now preside over all pre-trial proceedings. The railroads filed motions for summary judgment on July 17, 2024 with the briefing completed in December 2024.

CSXT believes that its fuel surcharge practices were arrived at and applied lawfully and that the case is without merit. Accordingly, the Company intends to defend itself vigorously. However, penalties for violating antitrust laws can be severe, and resolution of these matters individually or when aggregated could have a material adverse effect on the Company's financial condition, results of operations or liquidity in that particular period.

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.
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 has also been responding to information requests by the SEC related to certain of the Company’s non-financial performance metrics. The Company is cooperating with the SEC and providing information responsive to these requests. While the Company believes its reporting complied with applicable requirements in all material respects, the Company cannot anticipate the timing, scope, outcome or possible impact of the investigation, financial or otherwise.
v3.25.1
Employee Benefit Plans
3 Months Ended
Mar. 31, 2025
Retirement Benefits [Abstract]  
Employee Benefit Plans 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
First Quarters
(Dollars in Millions)
20252024
Service Cost Included in Labor and Fringe$5 $
Interest Cost27 26 
Expected Return on Plan Assets(40)(42)
Amortization of Net Loss6 
Total Included in Other Income - Net(7)(11)
Net Periodic Benefit Credit$(2)$(5)
    
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.
v3.25.1
Debt and Credit Agreements
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Debt and Credit Agreements Debt and Credit Agreements
Total activity related to long-term debt as of the end of first quarter 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 PortionLong-term PortionTotal
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(2)— (2)
Reclassifications(1)— 
Hedging, Discount, Premium and Other Activity— 25 25 
Long-term Debt as of March 31, 2025
$605 $18,521 $19,126 

Debt Issuance
On March 10, 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 $8 million as of March 31, 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 $12 million and $7 million as of March 31, 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 $110 million and $123 million as of March 31, 2025, and December 31, 2024, respectively, and is included in other long-term liabilities on the consolidated balance sheet.
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)March 31, 2025December 31, 2024
Notional Value of Hedged Notes$1,300 $1,050 
Fair Value Asset Adjustment to Hedged Notes20 
Fair Value Liability Adjustment to Hedged Notes(110)(123)
Carrying Amount of Hedged Notes$1,210 $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.

First Quarters
(Dollars in Millions)20252024
Interest Expense Impact (Increase) Decrease$(5)$(8)

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 March 31, 2025, and December 31, 2024, no unsettled aggregate notional value of these swaps remains 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.

First Quarters
(Dollars in Millions)20252024
Unrealized Gain - Net of Tax
$ $
See Note 9, Fair Value Measurements, and Note 10, Other Comprehensive Income (Loss), for additional information about the Company's swaps.
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 March 31, 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 first 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 one time. Proceeds from issuances of the notes are expected to be used for general corporate purposes. At March 31, 2025, the Company had no outstanding debt under the commercial paper program.
v3.25.1
Revenues
3 Months Ended
Mar. 31, 2025
Revenue from Contract with Customer [Abstract]  
Revenues 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.

First Quarters
(Dollars in Millions)
20252024
Chemicals$698 $693 
Agricultural and Food Products408 407 
Automotive271 293 
Forest Products249 262 
Metals and Equipment209 220 
Minerals181 174 
Fertilizers136 136 
Total Merchandise2,152 2,185 
Intermodal493 506 
Coal461 632 
Trucking202 215 
Other115 143 
Total$3,423 $3,681 

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 and currently due related to government reimbursement receivables and other non-revenue receivables.
(Dollars in Millions)
March 31,
2025
December 31,
2024
Freight Receivables $1,030 $1,012 
Freight Allowance for Credit Losses(19)(16)
Freight Receivables - Net1,011 996 
Non-Freight Receivables 353 343 
Non-Freight Allowance for Credit Losses(16)(13)
Non-Freight Receivables - Net 337 330 
Total Accounts Receivable - Net$1,348 $1,326 

The Company maintains an allowance for 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 first quarters 2025 or 2024.
v3.25.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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 March 31, 2025 and March 31, 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.
March 31, 2025December 31, 2024
(Dollars in Millions)
Level 1Level 2TotalLevel 1Level 2Total
Exchange-traded Funds
$3 $ $3 $$— $
Corporate Bonds 73 73 — 71 71 
Government Securities 46 46 — 42 42 
Asset-backed Securities
 35 35 — 35 35 
Time Deposits   — 66 66 
Total Investments at Fair Value
$3 $154 $157 $$214 $216 

Total debt securities of $154 million as of March 31, 2025, and $214 million as of December 31, 2024, had an amortized cost of $156 million and $218 million, respectively. These investments have the following maturities:
(Dollars in Millions)
March 31,
2025
December 31,
2024
Less than 1 year
$8 $72 
1 - 5 years
79 72 
5 - 10 years
21 23 
Greater than 10 years
46 47 
Total Investments at Fair Value (a)
$154 $214 

(a) Exchange-traded funds are excluded as there is no stated contractual maturity date.
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 fair values significantly different from their carrying amounts. 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)
March 31,
2025
December 31,
2024
Long-term Debt (Including Current Maturities):
Fair Value$17,379 $16,481 
Carrying Value19,126 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 $20 million and $7 million (for swaps entered in 2023 and 2025), and a liability of $110 million and $123 million (for swaps entered in 2022) as of March 31, 2025, and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, the forward interest rate swap was fully settled and there is no related asset or liability. See Note 7, Debt and Credit Agreements, for further information.
v3.25.1
Other Comprehensive Income (Loss)
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Other Comprehensive Income (Loss) 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 as well as derivative activity and other items. Total comprehensive earnings is presented net of tax and was $651 million and $886 million for first quarters 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 reclassified in pension and other post-employment benefits 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. 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 BenefitsInterest Rate DerivativesOtherAccumulated 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— 
Tax Expense(1)— — (1)
Total Other Comprehensive Income — 
Balance March 31, 2025, Net of Tax
$(346)$153 $(34)$(227)
v3.25.1
Segment Reporting and Significant Expenses
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Segment Reporting and Significant Expenses 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 chief executive officer. 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.
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 March 31, 2025, and March 31, 2024.

Quarters Ended
March 31, 2025March 31, 2024
(Dollars in Millions)RailReconciliation to ConsolidatedRailReconciliation to Consolidated
Revenue$3,221 $3,466 
Reconciliation of Revenue
Trucking Revenue (a)
207217
Elimination of intersegment revenues(5)(2)
Total Consolidated Revenue$3,423 $3,681 
Expense
Labor and Fringe$774 $760 
Purchased Services and Other662602
Depreciation and Amortization410395
Fuel
Locomotive225276
Non-Locomotive3025
Equipment and Other Rents8278
Gain on Property Disposition(1)
Segment Operating Income$1,038 $1,331 
Reconciliation of Operating Income
Trucking Expenses (b)
204211
Elimination of intersegment expenses(5)(2)
Total Consolidated Operating Income$1,041 $1,337 

(a) Rail revenue represents revenue attributed to all CSX entities other than the trucking company, Quality Carriers. Trucking revenue is comprised of revenue from Quality Carriers.

(b) Rail expenses represent expenses attributable to all CSX entities other than the trucking company, Quality Carriers. 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.
NOTE 11. Segment Reporting and Significant Expenses, continued

Reconciliation of Segment Operating Income to Consolidated Earnings Before Income Taxes
Quarters Ended
(Dollars in Millions)
March 31, 2025March 31, 2024
Segment Operating Income$1,038 $1,331 
Trucking Revenue and Eliminations
202 215 
Trucking Expenses and Eliminations
(199)(209)
Total Consolidated Operating Income1,041 1,337 
Interest Expense
(209)(210)
Other Income - Net
26 41 
Earnings Before Income Taxes
$858 $1,168 

Other Segment Disclosures
Capital expenditures made by the rail segment were $691 million and $498 million, for the quarters ended March 31, 2025, and March 31 2024, respectively. The total of the rail segment's reportable assets was $43.0 billion and $42.6 billion as of March 31, 2025, and December 31, 2024, respectively, out of total consolidated assets of $43.2 billion and $42.8 billion for the respective periods. Non-rail assets include assets held by the trucking operating segment.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Pay vs Performance Disclosure    
Net Earnings $ 646 $ 880 [1]
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Nature of Operations and Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
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
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
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
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.
Compensation Related Costs, Policy 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.
Revenue Recognition The Company maintains an allowance for 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.
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 March 31, 2025 and March 31, 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.
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 fair values significantly different from their carrying amounts. 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.
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.
v3.25.1
Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Schedule of Computation of Basic Earnings Per Share, Assuming Dilution
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 Outstanding1,890 1,958 
Other Potentially Dilutive Common Shares2 
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.
Schedule of Total Average Outstanding Stock Options Excluded from Diluted Earnings Per Share Calculation 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
20252024
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)
43
Schedule of Share Repurchase
During first quarters 2025 and 2024, the Company engaged in the following repurchase activities:

First Quarters
20252024
Shares Repurchased (Millions)
24 
Cost of Shares (Dollars in Millions)
$751 $247 
Average Price Paid per Share$31.66 $36.46 
v3.25.1
Stock Plans and Share-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Pre-tax Expense and Income Tax Benefits Associated with Share-Based Compensation 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)
20252024
Share-Based Compensation Expense:
Restricted Stock Units$6 $
Stock Options3 
Stock Awards for Directors3 
Employee Stock Purchase Plan2 
Performance Units 
Total Share-Based Compensation Expense$14 $16 
Income Tax Benefit$3 $
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award
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 Units668$33.74 
Restricted Stock Units66633.37 
Stock Options1,10010.16 
v3.25.1
Casualty, Environmental and Other Reserves (Tables)
3 Months Ended
Mar. 31, 2025
Casualty, Environmental and Other Reserves [Abstract]  
Schedule of Casualty, Environmental and Other Reserves Casualty, environmental and other reserves are provided for in the consolidated balance sheets as shown in the table below.
March 31, 2025December 31, 2024
(Dollars in Millions)
CurrentLong-termTotalCurrentLong-termTotal
Casualty:
Personal Injury$51 $93 $144 $51 $91 $142 
Occupational7 59 66 59 66 
     Total Casualty58 152 210 58 150 208 
Environmental37 114 151 37 114 151 
Other51 53 104 54 49 103 
     Total$146 $319 $465 $149 $313 $462 
v3.25.1
Employee Benefit Plans (Tables)
3 Months Ended
Mar. 31, 2025
Retirement Benefits [Abstract]  
Schedule of Components of Net Periodic Benefit Costs
Pension Benefits Cost
First Quarters
(Dollars in Millions)
20252024
Service Cost Included in Labor and Fringe$5 $
Interest Cost27 26 
Expected Return on Plan Assets(40)(42)
Amortization of Net Loss6 
Total Included in Other Income - Net(7)(11)
Net Periodic Benefit Credit$(2)$(5)
v3.25.1
Debt and Credit Agreements (Tables)
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Activity Related to Long-Term Debt
Total activity related to long-term debt as of the end of first quarter 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 PortionLong-term PortionTotal
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(2)— (2)
Reclassifications(1)— 
Hedging, Discount, Premium and Other Activity— 25 25 
Long-term Debt as of March 31, 2025
$605 $18,521 $19,126 
Schedule of Interest Rate Derivatives 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)March 31, 2025December 31, 2024
Notional Value of Hedged Notes$1,300 $1,050 
Fair Value Asset Adjustment to Hedged Notes20 
Fair Value Liability Adjustment to Hedged Notes(110)(123)
Carrying Amount of Hedged Notes$1,210 $934 
The difference in the net fixed-to-float interest settlement on the derivatives is recognized in interest expense and is summarized as follows.
First Quarters
(Dollars in Millions)20252024
Interest Expense Impact (Increase) Decrease$(5)$(8)
Schedule of Interest Expense / Unrealized Amounts Related to Cash Flow Hedges Prior to full settlement, unrealized gains related to the swaps were included in other comprehensive income as summarized in the table below.
First Quarters
(Dollars in Millions)20252024
Unrealized Gain - Net of Tax
$ $
v3.25.1
Revenues (Tables)
3 Months Ended
Mar. 31, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Revenues Disaggregated by Lines of Business 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.
First Quarters
(Dollars in Millions)
20252024
Chemicals$698 $693 
Agricultural and Food Products408 407 
Automotive271 293 
Forest Products249 262 
Metals and Equipment209 220 
Minerals181 174 
Fertilizers136 136 
Total Merchandise2,152 2,185 
Intermodal493 506 
Coal461 632 
Trucking202 215 
Other115 143 
Total$3,423 $3,681 
Schedule of Accounts Receivable, Net
(Dollars in Millions)
March 31,
2025
December 31,
2024
Freight Receivables $1,030 $1,012 
Freight Allowance for Credit Losses(19)(16)
Freight Receivables - Net1,011 996 
Non-Freight Receivables 353 343 
Non-Freight Allowance for Credit Losses(16)(13)
Non-Freight Receivables - Net 337 330 
Total Accounts Receivable - Net$1,348 $1,326 
v3.25.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Schedule of Fair Value of Investment Assets
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.
March 31, 2025December 31, 2024
(Dollars in Millions)
Level 1Level 2TotalLevel 1Level 2Total
Exchange-traded Funds
$3 $ $3 $$— $
Corporate Bonds 73 73 — 71 71 
Government Securities 46 46 — 42 42 
Asset-backed Securities
 35 35 — 35 35 
Time Deposits   — 66 66 
Total Investments at Fair Value
$3 $154 $157 $$214 $216 
Schedule of Investment Maturities These investments have the following maturities:
(Dollars in Millions)
March 31,
2025
December 31,
2024
Less than 1 year
$8 $72 
1 - 5 years
79 72 
5 - 10 years
21 23 
Greater than 10 years
46 47 
Total Investments at Fair Value (a)
$154 $214 

(a) Exchange-traded funds are excluded as there is no stated contractual maturity date.
Schedule of Fair Value and Carrying Value of Long-Term Debt
The fair value and carrying value of the Company's long-term debt is as follows:
(Dollars in Millions)
March 31,
2025
December 31,
2024
Long-term Debt (Including Current Maturities):
Fair Value$17,379 $16,481 
Carrying Value19,126 18,503 
v3.25.1
Other Comprehensive Income (Loss) (Tables)
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Schedule of Changes in AOCI balance by Component
Pension and Other Post-Employment BenefitsInterest Rate DerivativesOtherAccumulated 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— 
Tax Expense(1)— — (1)
Total Other Comprehensive Income — 
Balance March 31, 2025, Net of Tax
$(346)$153 $(34)$(227)
v3.25.1
Segment Reporting and Significant Expenses (Tables)
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The tables below present information about the Company's significant expenses and the required reportable segment reconciliations for the quarters ended March 31, 2025, and March 31, 2024.

Quarters Ended
March 31, 2025March 31, 2024
(Dollars in Millions)RailReconciliation to ConsolidatedRailReconciliation to Consolidated
Revenue$3,221 $3,466 
Reconciliation of Revenue
Trucking Revenue (a)
207217
Elimination of intersegment revenues(5)(2)
Total Consolidated Revenue$3,423 $3,681 
Expense
Labor and Fringe$774 $760 
Purchased Services and Other662602
Depreciation and Amortization410395
Fuel
Locomotive225276
Non-Locomotive3025
Equipment and Other Rents8278
Gain on Property Disposition(1)
Segment Operating Income$1,038 $1,331 
Reconciliation of Operating Income
Trucking Expenses (b)
204211
Elimination of intersegment expenses(5)(2)
Total Consolidated Operating Income$1,041 $1,337 

(a) Rail revenue represents revenue attributed to all CSX entities other than the trucking company, Quality Carriers. Trucking revenue is comprised of revenue from Quality Carriers.
(b) Rail expenses represent expenses attributable to all CSX entities other than the trucking company, Quality Carriers. 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.
Schedule of Reconciliation of Segment Operating Income
Reconciliation of Segment Operating Income to Consolidated Earnings Before Income Taxes
Quarters Ended
(Dollars in Millions)
March 31, 2025March 31, 2024
Segment Operating Income$1,038 $1,331 
Trucking Revenue and Eliminations
202 215 
Trucking Expenses and Eliminations
(199)(209)
Total Consolidated Operating Income1,041 1,337 
Interest Expense
(209)(210)
Other Income - Net
26 41 
Earnings Before Income Taxes
$858 $1,168 
v3.25.1
Nature of Operations and Significant Accounting Policies (Details)
mi in Thousands
Mar. 31, 2025
state
mi
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Rail route network, distance | mi 20
Number of states rail network serves | state 26
v3.25.1
Earnings Per Share - Schedule of Computation of Basic Earnings Per Share, Assuming Dilution (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Numerator:    
Net Earnings $ 646 $ 880 [1]
Denominator:    
Average Common Shares Outstanding (in shares) 1,890 1,958 [2]
Other Potentially Dilutive Common Shares (in shares) 2 4
Average Common Shares Outstanding, Assuming Dilution (in shares) 1,892 1,962 [2]
Net Earnings Per Share, Basic (in dollars per share) $ 0.34 $ 0.45 [2]
Net Earnings Per Share, Assuming Dilution (in dollars per share) $ 0.34 $ 0.45 [2]
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
[2] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Earnings Per Share - Schedule of Total Average Outstanding Stock Options Excluded from Diluted Earnings Per Share Calculation (Details) - shares
shares in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Stock Options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities (in shares) 4 3
v3.25.1
Earnings Per Share - Narrative (Details) - USD ($)
$ / shares in Units, $ in Billions
3 Months Ended
Feb. 12, 2025
Mar. 31, 2025
Mar. 31, 2024
Oct. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Increase in quarterly dividend percentage 8.00%      
Common stock, dividends, per share, declared (in dollars per share)   $ 0.13 $ 0.12  
Share Repurchase Program October 2023        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Share repurchase program authorized amount       $ 5.0
Share repurchase program, remaining amount   $ 1.8    
v3.25.1
Earnings Per Share - Schedule of Share Repurchase (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Earnings Per Share [Abstract]    
Shares Repurchased (in shares) 24 7
Cost of Shares (Dollars in Millions) $ 751 $ 247 [1]
Average Price Paid per Share (in dollars per share) $ 31.66 $ 36.46
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Stock Plans and Share-Based Compensation - Schedule of Pre-tax Expense and Income Tax Benefits Associated with Share-Based Compensation (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total Share-Based Compensation Expense $ 14 $ 16
Income Tax Benefit 3 5
Restricted Stock Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total Share-Based Compensation Expense 6 7
Stock Options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total Share-Based Compensation Expense 3 3
Stock Awards for Directors    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total Share-Based Compensation Expense 3 2
Employee Stock Purchase Plan    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total Share-Based Compensation Expense 2 2
Performance Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total Share-Based Compensation Expense $ 0 $ 2
v3.25.1
Stock Plans and Share-Based Compensation - Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award (Details) - Long-term Incentive Plans
shares in Thousands
1 Months Ended
Feb. 28, 2025
$ / shares
shares
Performance Units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Awards granted (in shares) | shares 668
Weighted-average grant date fair value (in dollars per share) | $ / shares $ 33.74
Restricted Stock Units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Awards granted (in shares) | shares 666
Weighted-average grant date fair value (in dollars per share) | $ / shares $ 33.37
Stock Options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock options granted (in shares) | shares 1,100
Weighted average grant date fair value, options (in dollars per share) | $ / shares $ 10.16
v3.25.1
Stock Plans and Share-Based Compensation - Narrative (Details)
3 Months Ended
Mar. 31, 2025
shares
Performance Units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period (in years) 3 years
Performance Units | LTIP  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Percentage of grants with performance vesting, average annual operating income growth 0.50
Percentage of grants with performance vesting, cumulative free cash flow 50.00%
Performance Units | LTIP | Certain Executive Officers  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Percentage of payout subject to upward or downward adjustment (up to) 0.20
Performance Units | LTIP | Minimum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Payout percentage range for participants 0.00%
Performance Units | LTIP | Maximum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Payout percentage range for participants 200.00%
Performance Units | LTIP | Maximum | Certain Executive Officers  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Payout percentage range for participants 240.00%
Stock Options | LTIP  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period (in years) 3 years
Term of stock options (in years) 10 years
Restricted Stock Units | LTIP  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award vesting period (in years) 3 years
Number of equivalent shares of CSX common stock per unit of award (in shares) 1
v3.25.1
Casualty, Environmental and Other Reserves - Schedule of Casualty, Environmental and Other Reserves (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Loss Contingencies [Line Items]    
Current $ 146 $ 149
Long-term 319 313
Total 465 462
Total Casualty    
Loss Contingencies [Line Items]    
Current 58 58
Long-term 152 150
Total 210 208
Personal Injury    
Loss Contingencies [Line Items]    
Current 51 51
Long-term 93 91
Total 144 142
Occupational    
Loss Contingencies [Line Items]    
Current 7 7
Long-term 59 59
Total 66 66
Environmental    
Loss Contingencies [Line Items]    
Current 37 37
Long-term 114 114
Total 151 151
Other    
Loss Contingencies [Line Items]    
Current 51 54
Long-term 53 49
Total $ 104 $ 103
v3.25.1
Casualty, Environmental and Other Reserves - Narrative (Details)
3 Months Ended
Mar. 31, 2025
USD ($)
site
claim
Casualty  
All Contingencies Reserves [Line Items]  
Self-insured retention amount, per occurrence | $ $ 100,000,000
Number of individual claims expected to exceed self insured retention amount | claim 0
Environmental  
All Contingencies Reserves [Line Items]  
Environmental impaired sites | site 230
v3.25.1
Commitments and Contingencies (Details)
1 Months Ended 3 Months Ended
Jan. 31, 2024
USD ($)
party
Mar. 24, 2023
defendant
Mar. 02, 2023
mi
Sep. 28, 2021
mi
Jun. 30, 2018
defendant
Mar. 31, 2016
mi
May 31, 2007
entity
Mar. 31, 2025
USD ($)
mi
Mar. 02, 2022
party
Loss Contingencies [Line Items]                  
Casualty and catastrophic property deductible               $ 200,000,000  
Casualty and non catastrophic property deductible               $ 175,000,000  
Environmental                  
Loss Contingencies [Line Items]                  
Number of miles pertaining to passaic river tidal reach required to be studied by EPA | mi               17  
Number of lower miles under study | mi           8      
Number of upper miles under study | mi     9 9          
Number of parties liable | party                 8
Number of parties participating in modified CD | party 82                
Number of parties | defendant   37     110        
Environmental | Other Defendants                  
Loss Contingencies [Line Items]                  
Amount awarded to other party $ 150,000,000                
Pending Litigation | Fuel Surcharge Antitrust Litigation                  
Loss Contingencies [Line Items]                  
Class action lawsuits filed against U.S.-based Class I railroads, excluding CSXT (number of entities) | entity             3    
Minimum | Pending Litigation                  
Loss Contingencies [Line Items]                  
Possible loss for certain legal proceedings               $ 3,000,000  
Maximum | Pending Litigation                  
Loss Contingencies [Line Items]                  
Possible loss for certain legal proceedings               61,000,000  
Total Casualty                  
Loss Contingencies [Line Items]                  
Self-insured retention amount, per occurrence (up to)               $ 100,000,000  
v3.25.1
Employee Benefit Plans - Schedule of Components of Net Periodic Benefit Costs (Details) - Pension Benefits Cost - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Components of expense/ (income) related to net benefit expense:    
Service Cost Included in Labor and Fringe $ 5 $ 6
Interest Cost 27 26
Expected Return on Plan Assets (40) (42)
Amortization of Net Loss 6 5
Total Included in Other Income - Net (7) (11)
Net Periodic Benefit Credit $ (2) $ (5)
v3.25.1
Employee Benefit Plans - Narrative (Details)
Mar. 31, 2025
USD ($)
Retirement Benefits [Abstract]  
Expected contributions to the Company's qualified pension plans in 2025 $ 0
v3.25.1
Debt and Credit Agreements - Schedule of Activity Related to Long-Term Debt (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
[1]
Movement, Debt Instruments [Roll Forward]    
Long-term Debt as of December 31, 2024 Current Portion $ 606  
Long-term Debt as of December 31, 2024 Long-term Portion 17,897  
Long-term Debt as of December 31, 2024, Total 18,503  
Long-term Debt Issued (Note 7) 600 $ 0
Long-term Debt Repaid (2) $ (2)
Reclassifications 0  
Hedging, Discount, Premium and Other Activity 25  
Long-term Debt as of March 31, 2025 Current Portion 605  
Long-term Debt as of March 31, 2025 Long-term Portion 18,521  
Long-term Debt as of March 31, 2025, Total 19,126  
Current Portion    
Movement, Debt Instruments [Roll Forward]    
Long-term Debt as of December 31, 2024 Current Portion 606  
Long-term Debt Issued (Note 7) 0  
Long-term Debt Repaid (2)  
Reclassifications 1  
Hedging, Discount, Premium and Other Activity 0  
Long-term Debt as of March 31, 2025 Current Portion 605  
Long-term Portion    
Movement, Debt Instruments [Roll Forward]    
Long-term Debt as of December 31, 2024 Long-term Portion 17,897  
Long-term Debt Issued (Note 7) 600  
Long-term Debt Repaid 0  
Reclassifications (1)  
Hedging, Discount, Premium and Other Activity 25  
Long-term Debt as of March 31, 2025 Long-term Portion $ 18,521  
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Debt and Credit Agreements - Narrative (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2025
USD ($)
swap
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
[1]
Mar. 31, 2022
swap
Dec. 31, 2023
swap
Mar. 10, 2025
USD ($)
Dec. 31, 2024
USD ($)
Line of Credit Facility              
Other Operating Activities $ (4,000,000)   $ (17,000,000)        
Commercial Paper              
Line of Credit Facility              
Maximum borrowing capacity of credit facility 1,000,000,000.0            
Borrowings outstanding $ 0            
Two Separate Fixed-to-Floating Interest Rate Swaps Due 2055 | Fair Value Hedging              
Line of Credit Facility              
Derivative, number of fair value hedges | swap 2            
Derivative, term of contract (in years) 10 years            
Two Separate Fixed-to-Floating Interest Rate Swaps Due 2055 | Fair Value Hedging | Designated as Hedging Instrument              
Line of Credit Facility              
Interest rate fair value hedge asset at fair value $ 8,000,000            
2023 Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging | Designated as Hedging Instrument              
Line of Credit Facility              
Interest rate fair value hedge asset at fair value 12,000,000           $ 7,000,000
Two Separate Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging              
Line of Credit Facility              
Derivative, number of fair value hedges | swap         2    
Five Separate Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging              
Line of Credit Facility              
Derivative, number of fair value hedges | swap       5      
Five Separate Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging | Designated as Hedging Instrument              
Line of Credit Facility              
Fair value hedge derivative instrument liabilities at fair value 110,000,000           123,000,000
Interest Rate Swap | Cash Flow Hedge | Designated as Hedging Instrument              
Line of Credit Facility              
Asset value of the forward interest rate swap 500,000,000            
Derivative asset, notional amount settled   $ 114,000,000          
Other Operating Activities   $ 52,000,000          
Derivative asset, unsettled notional amount $ 0            
Seven Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging              
Line of Credit Facility              
Derivative, number of fair value hedges | swap 7            
Derivative, term of contract (in years) 10 years            
Seven Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging | Designated as Hedging Instrument              
Line of Credit Facility              
Interest rate fair value hedge asset at fair value $ 20,000,000           7,000,000
Fair value hedge derivative instrument liabilities at fair value 110,000,000           $ 123,000,000
5.05% Notes Due 2035              
Line of Credit Facility              
Debt issued           $ 600,000,000  
Debt interest rate           5.05%  
3.25% Notes Due 2027              
Line of Credit Facility              
Debt issued $ 850,000,000            
Debt interest rate 3.25%            
Unsecured Revolving Credit Facility Due 2028 | Credit Facility              
Line of Credit Facility              
Maximum borrowing capacity of credit facility $ 1,200,000,000            
Borrowings outstanding 0            
Two Separate Fixed-to-Floating Interest Rate Swaps Due 2055              
Line of Credit Facility              
Debt issued 250,000,000            
Seven Fixed-to-Floating Interest Rate Swaps              
Line of Credit Facility              
Debt issued $ 1,100,000,000            
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Debt and Credit Agreements - Schedule of Interest Rate Derivatives (Details) - USD ($)
Mar. 31, 2025
Dec. 31, 2024
Five Separate Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging | Designated as Hedging Instrument    
Derivative [Line Items]    
Fair Value Asset Adjustment to Hedged Notes $ 20,000,000 $ 7,000,000
Fair Value Liability Adjustment to Hedged Notes (110,000,000) (123,000,000)
Carrying Amount of Hedged Notes 1,210,000,000 934,000,000
Fixed Rate Notes Due Between 2036 and 2040    
Derivative [Line Items]    
Notional Value of Hedged Notes $ 1,300,000,000 $ 1,050,000,000
v3.25.1
Debt and Credit Agreements - Schedule of Interest Expense (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Five Separate Fixed-to-Floating Interest Rate Swaps    
Derivative [Line Items]    
Interest Expense Impact (Increase) Decrease $ (5) $ (8)
v3.25.1
Debt and Credit Agreements - Schedule of Unrealized Amounts Related to Cash Flow Hedges (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Cash Flow Hedge    
Derivative [Line Items]    
Unrealized Gain - Net of Tax $ 0 $ 2
v3.25.1
Revenues - Schedule of Revenues Disaggregated by Lines of Business (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Disaggregation of Revenue [Line Items]    
Revenue $ 3,423 $ 3,681 [1]
Total Merchandise    
Disaggregation of Revenue [Line Items]    
Revenue 2,152 2,185
Chemicals    
Disaggregation of Revenue [Line Items]    
Revenue 698 693
Agricultural and Food Products    
Disaggregation of Revenue [Line Items]    
Revenue 408 407
Automotive    
Disaggregation of Revenue [Line Items]    
Revenue 271 293
Forest Products    
Disaggregation of Revenue [Line Items]    
Revenue 249 262
Metals and Equipment    
Disaggregation of Revenue [Line Items]    
Revenue 209 220
Minerals    
Disaggregation of Revenue [Line Items]    
Revenue 181 174
Fertilizers    
Disaggregation of Revenue [Line Items]    
Revenue 136 136
Intermodal    
Disaggregation of Revenue [Line Items]    
Revenue 493 506
Coal    
Disaggregation of Revenue [Line Items]    
Revenue 461 632
Trucking    
Disaggregation of Revenue [Line Items]    
Revenue 202 215
Other    
Disaggregation of Revenue [Line Items]    
Revenue $ 115 $ 143
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Revenues - Schedule of Accounts Receivable, Net (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Accounts Receivable - Net $ 1,348 $ 1,326
Freight Receivables    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross 1,030 1,012
Allowance for credit losses (19) (16)
Total Accounts Receivable - Net 1,011 996
Non-Freight Receivables    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross 353 343
Allowance for credit losses (16) (13)
Total Accounts Receivable - Net $ 337 $ 330
v3.25.1
Fair Value Measurements - Schedule of Fair Value of Investment Assets (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value $ 154 $ 214
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 154 214
Total investments at amortized cost 156 218
Level 1 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 3 2
Level 1 | Fair Value | Exchange-traded Funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 3 2
Level 1 | Fair Value | Corporate Bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 0 0
Level 1 | Fair Value | Government Securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 0 0
Level 1 | Fair Value | Asset-backed Securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 0 0
Level 1 | Fair Value | Time Deposits    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 0 0
Level 2 | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 154 214
Level 2 | Fair Value | Exchange-traded Funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 0 0
Level 2 | Fair Value | Corporate Bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 73 71
Level 2 | Fair Value | Government Securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 46 42
Level 2 | Fair Value | Asset-backed Securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 35 35
Level 2 | Fair Value | Time Deposits    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 0 66
Total | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 157 216
Total | Fair Value | Exchange-traded Funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 3 2
Total | Fair Value | Corporate Bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 73 71
Total | Fair Value | Government Securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 46 42
Total | Fair Value | Asset-backed Securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value 35 35
Total | Fair Value | Time Deposits    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total Investments at Fair Value $ 0 $ 66
v3.25.1
Fair Value Measurements - Schedule of Investment Maturities (Details) - Fair Value - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Less than 1 year $ 8 $ 72
1 - 5 years 79 72
5 - 10 years 21 23
Greater than 10 years 46 47
Total Investments at Fair Value $ 154 $ 214
v3.25.1
Fair Value Measurements - Schedule of Fair Value and Carrying Value of Long-Term Debt (Details) - Level 2 - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term Debt (Including Current Maturities): $ 17,379 $ 16,481
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term Debt (Including Current Maturities): $ 19,126 $ 18,503
v3.25.1
Fair Value Measurements - Narrative (Details) - Designated as Hedging Instrument - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Seven Fixed-to-Floating Interest Rate Swaps | Fair Value Hedging    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Interest rate fair value hedge asset at fair value $ 20 $ 7
Fair value hedge derivative instrument liabilities at fair value 110 $ 123
Forward Starting Interest Rate Swap | Cash Flow Hedge    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Cash flow hedge derivative instrument assets at fair value 0  
Cash flow hedge derivative instrument liabilities at fair value $ 0  
v3.25.1
Other Comprehensive Income (Loss) - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Equity [Abstract]    
Comprehensive earnings $ 651 $ 886 [1]
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Other Comprehensive Income (Loss) - Schedule of Changes in AOCI balance by Component (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
[1]
Other Comprehensive Income (Loss)    
Amounts Reclassified to Net Earnings $ 6  
Tax Expense (1)  
Total Other Comprehensive Income 5 $ 6
Pension and Other Post-Employment Benefits    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance December 31, 2024, Net of Tax (349)  
Other Comprehensive Income (Loss)    
Amounts Reclassified to Net Earnings 4  
Tax Expense (1)  
Total Other Comprehensive Income 3  
Balance March 31, 2025, Net of Tax (346)  
Interest Rate Derivatives    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance December 31, 2024, Net of Tax 153  
Other Comprehensive Income (Loss)    
Amounts Reclassified to Net Earnings 0  
Tax Expense 0  
Total Other Comprehensive Income 0  
Balance March 31, 2025, Net of Tax 153  
Other    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance December 31, 2024, Net of Tax (36)  
Other Comprehensive Income (Loss)    
Amounts Reclassified to Net Earnings 2  
Tax Expense 0  
Total Other Comprehensive Income 2  
Balance March 31, 2025, Net of Tax (34)  
Accumulated Other Comprehensive (Loss) Income    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance December 31, 2024, Net of Tax (232)  
Other Comprehensive Income (Loss)    
Total Other Comprehensive Income [2] 5 $ 6
Balance March 31, 2025, Net of Tax $ (227)  
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
[2] 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.
v3.25.1
Segment Reporting and Significant Expenses- Narrative (Details)
$ in Millions
3 Months Ended
Mar. 31, 2025
USD ($)
segment
Mar. 31, 2024
USD ($)
Dec. 31, 2024
USD ($)
Segment Reporting, Asset Reconciling Item [Line Items]      
Number of operating segments | segment 2    
Assets $ 43,199   $ 42,764
Rail Operations      
Segment Reporting, Asset Reconciling Item [Line Items]      
Segment, expenditure, addition to long-lived assets 691 $ 498  
Assets $ 43,000   $ 42,600
v3.25.1
Segment Reporting and Significant Expenses- Schedule of Segment Reporting Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Segment Reporting, Asset Reconciling Item [Line Items]    
Revenue $ 3,423 $ 3,681 [1]
Labor and Fringe 821 805 [1]
Purchased Services and Other 774 720 [1]
Depreciation and Amortization 425 410 [1]
Fuel 275 325 [1]
Equipment and Other Rents 87 84 [1]
Operating Income 1,041 1,337 [1]
Expenses 2,382 2,344 [1]
Operating Segments    
Segment Reporting, Asset Reconciling Item [Line Items]    
Operating Income 1,038 1,331
Eliminations    
Segment Reporting, Asset Reconciling Item [Line Items]    
Revenue (5) (2)
Expenses (5) (2)
Trucking Operating Segment | Operating Segments    
Segment Reporting, Asset Reconciling Item [Line Items]    
Revenue 207 217
Expenses 204 211
Trucking Operating Segment | Eliminations    
Segment Reporting, Asset Reconciling Item [Line Items]    
Revenue 202 215
Expenses 199 209
Rail Operations | Operating Segments    
Segment Reporting, Asset Reconciling Item [Line Items]    
Revenue 3,221 3,466
Labor and Fringe 774 760
Purchased Services and Other 662 602
Depreciation and Amortization 410 395
Equipment and Other Rents 82 78
Gain on Property Disposition 0 1
Operating Income 1,038 1,331
Rail Operations | Operating Segments | Fuel - Locomotive    
Segment Reporting, Asset Reconciling Item [Line Items]    
Fuel 225 276
Rail Operations | Operating Segments | Fuel - Non- Locomotive    
Segment Reporting, Asset Reconciling Item [Line Items]    
Fuel $ 30 $ 25
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.
v3.25.1
Segment Reporting and Significant Expenses- Schedule of Reconciliation of Segment Operating Income (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Segment Reporting Information [Line Items]    
Segment Operating Income $ 1,041 $ 1,337 [1]
Revenue 3,423 3,681 [1]
Trucking Expenses and Eliminations (2,382) (2,344) [1]
Operating Income 1,041 1,337 [1]
Interest Expense (209) (210) [1]
Other Income - Net 26 41 [1]
Earnings Before Income Taxes 858 1,168 [1]
Operating Segments    
Segment Reporting Information [Line Items]    
Segment Operating Income 1,038 1,331
Operating Income 1,038 1,331
Operating Segments | Rail Operations    
Segment Reporting Information [Line Items]    
Segment Operating Income 1,038 1,331
Revenue 3,221 3,466
Operating Income 1,038 1,331
Operating Segments | Trucking Operating Segment    
Segment Reporting Information [Line Items]    
Revenue 207 217
Trucking Expenses and Eliminations (204) (211)
Eliminations    
Segment Reporting Information [Line Items]    
Revenue (5) (2)
Trucking Expenses and Eliminations 5 2
Eliminations | Trucking Operating Segment    
Segment Reporting Information [Line Items]    
Revenue 202 215
Trucking Expenses and Eliminations $ (199) $ (209)
[1] See the 2024 annual report filed on Form 10-K for revision of prior period financial statements.

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