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CSX CORP

For the period ended Sep 30, 2025. Filed Oct 16, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 16, 2025

CSX$49.12-3.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-23.

0000277948-25-000044

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-16.

0000277948-25-000054

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 158 previous paragraphs and 168 current paragraphs.

98 unchanged; 45 reworded; 25 added; 14 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

•Expenses increased $235 million, or 10%, year over year.

Current report

•Operating income of $1.1 billion decreased $267 million, or 20%, year over year.

Current report

On September 29, 2025, CSX announced that its Board of Directors appointed Stephen F. Angel as the Company’s new President and Chief Executive Officer, and as a member of the Board of Directors, effective September 28, 2025.

Current report

Fertilizers - Increased due to higher shipments of raw materials, as well as higher exports through Gulf Coast ports.

Current report

Other revenue increased $43 million primarily due to higher carload demurrage and payments from customers that did not meet volume commitments.

Current report

•An increase of $22 million was due to management and executive severance costs.

Current report

•A decrease of $19 million resulted from lower incentive compensation expense driven by lower expected payouts.

Current report

•An increase of $13 million was due to technology contract restructuring costs as well as advisory expenses.

Current report

•Gains on property dispositions were $7 million in third quarter 2025 compared to a $1 million loss in the prior year.

Current report

•All other net costs increased $18 million resulting from a favorable inventory adjustment in the prior year, higher trucking casualty and rail freight damage claims in the current year, and other non-significant increases, which were partially offset by efficiency savings across the organization.

Current report

Equipment and Other Rents expense decreased $5 million due to several non-significant items.

Current report

Goodwill Impairment expense for Quality Carriers was $164 million for 2025.

Current report

Management believes that adjusted operating income, adjusted operating margin, adjusted net earnings, and adjusted net earnings per share, assuming dilution are important in evaluating the Company's performance and for planning and forecasting future business operations and future profitability. These non-GAAP measures provide meaningful supplemental information regarding operating results because they exclude the third quarter 2025 non-cash impairment of the remaining amount of Quality Carriers' goodwill, which is a significant item that is not considered indicative of future financial trends. The goodwill impairment was tax-effected using rates reflective of the applicable tax amounts related to the impairment charge. These adjusted results should be considered in addition to, rather than as a substitute for, the Company's GAAP operating results.

Current report

The following tables reconcile the Company's GAAP operating results to adjusted operating results (non-GAAP measures).

Current report

The decrease in FCF before dividends from the prior year of $1.2 billion is primarily due to higher property additions, including $440 million related to rebuilding the Blue Ridge subdivision, as well as $429 million of federal and state tax payments related to the 2024 tax year that were previously postponed and lower cash-generating net earnings. Tax payment postponements related to hurricane tax relief were available in 2023 and 2024, but not in 2025.

Current report

•The Company used $443 million less cash for financing activities driven by lower repayments of long-term debt, partially offset by higher share repurchases.
Removed paragraphs (14)

Previous report

•Operating income of $1.3 billion decreased $165 million, or 11%, year over year.

Previous report

Fertilizers - Decreased due to lower shipments of phosphates, fertilizers and potash.

Previous report

Other revenue increased $23 million primarily due to a decrease in the reserve for freight in transit, driven by sequential improvement in transit times, as well as higher haulage revenue.

Previous report

•Gains on property dispositions were flat at $8 million in both years.

Previous report

•All other net costs decreased $16 million, which includes the prior year impact of an unfavorable inventory adjustment as well as current year trucking savings from affiliate conversions, partially offset by lower insurance recoveries.

Previous report

Equipment and Other Rents expense increased $9 million due to increased net car hire costs driven by inflation and the impact of reroutes on car cycle times.

Previous report

The decrease in FCF before dividends from the prior year of $706 million is primarily due to higher property additions and a decrease in net earnings, as well as higher payments of previously postponed income taxes.

Previous report

•The Company used $258 million less cash for financing activities due to a $600 million debt issuance and a $75 million net commercial paper issuance, which was partially offset by higher share repurchases.
Reworded paragraphs (45)

Previous wording

•Operating margin of 35.9% decreased 320 basis points versus prior year.

Current wording

•Operating margin of 30.3% decreased 710 basis points versus prior year.

Previous wording

•Earnings per diluted share of $0.44 decreased $0.05, or 10%, year over year.

Current wording

•Earnings per diluted share of $0.37 decreased $0.09, or 20%, year over year.

Previous wording

Total revenue decreased 3% in second quarter 2025 when compared to second quarter 2024, due to decreases in export coal revenue, including the impact of lower benchmark rates, as well as lower fuel recovery and declines in merchandise volume. These decreases were partially offset by higher pricing in merchandise and increases in other revenue.

Current wording

Total revenue decreased 1% in third quarter 2025 when compared to third quarter 2024, due to decreases in export coal revenue, including the impact of lower benchmark rates, as well as declines in merchandise volume. These decreases were partially offset by increases in other revenue, higher pricing in merchandise, and intermodal volume growth.

Previous wording

Chemicals - Decreased due to lower shipments of plastics, including the impact of a temporary outage at a customer location, as well as lower shipments of crude oil, petroleum products, and other industrial chemicals.

Current wording

Chemicals - Decreased due to lower shipments of crude oil, petroleum products, other industrial chemicals, and plastics.

Previous wording

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

Current wording

Agricultural and Food Products - Decreased due to lower shipments of domestic feed grain, ethanol, and soybeans.

Previous wording

Minerals- Increased primarily due to higher shipments of cement and aggregates.

Current wording

Minerals - Increased primarily due to higher shipments of aggregates and cement.

Previous wording

Automotive - Decreased due to lower North American vehicle production.

Current wording

Automotive- Increased due to higher North American vehicle production.

Previous wording

Forest Products - Decreased due to lower shipments of paper products, which includes the impact of both temporary outages and permanent plant closures, as well as lower shipments of building products.

Current wording

Forest Products - Decreased due to lower shipments of pulp and paper products, which includes the impact of both temporary outages and permanent plant closures, as well as lower shipments of building products.

Previous wording

Metals and Equipment - Increased due to higher scrap and steel shipments, partially offset by lower equipment shipments.

Current wording

Metals and Equipment - Increased due to higher scrap and pipe shipments. Increases were partially offset by lower steel shipments, which includes the impact of plant closures, as well as lower equipment shipments.

Previous wording

International shipments increased driven by higher port volumes and growth with key customers. Domestic shipments decreased due to the impacts of a continued soft trucking environment.

Current wording

International shipments increased driven by higher port volumes and growth with key customers. Domestic shipments increased, despite the impacts of a continued soft trucking environment, due to share wins with key customers and new service offerings.

Previous wording

Domestic coal increased due to higher shipments to utility plants, partially offset by lower thermal shipments to river terminals and reduced shipments to steel manufacturing locations. Export coal decreased due to lower metallurgical coal shipments, including the impact of outages at customer facilities.

Current wording

Export coal decreased primarily due to reduced production, including impacts from outages at customer facilities. Domestic coal increased due to higher shipments to utility plants, partially offset by lower shipments to steel manufacturing locations and lake terminals.

Previous wording

Trucking revenue decreased $10 million versus the prior year due to lower fuel surcharge and rates.

Current wording

Trucking revenue decreased $7 million versus the prior year due to lower rates and fuel surcharge.

Previous wording

Expenses of $2.3 billion increased $38 million, or 2%, in second quarter 2025 when compared to the second quarter 2024.

Current wording

Expenses of $2.5 billion increased $235 million, or 10%, in third quarter 2025 when compared to the third quarter 2024.

Previous wording

Labor and Fringe expense increased $25 million due to the following:

Current wording

Labor and Fringe expense increased $9 million due to the following:

Previous wording

•All other net costs increased $7 million as higher trucking headcount from the conversion of previously independent affiliates and higher incentive compensation expense were partially offset by other non-significant items.

Current wording

•All other net costs decreased $9 million driven by efficiency savings, which include the impact of lower rail headcount, and other non-significant net decreases. These items were partially offset by higher trucking headcount, which includes impacts from acquiring previously independent affiliates.

Previous wording

Purchased Services and Other expense increased $19 million due to the following:

Current wording

Purchased Services and Other expense increased $54 million due to the following:

Previous wording

•Inflation and higher volume-related costs associated with intermodal and other terminals drove an increase of $21 million.

Current wording

•Inflation and higher volume drove an increase of $18 million.

Previous wording

•Increased costs of approximately $14 million were due to the effects of network disruptions and congestion, including rerouting impacts.

Current wording

•Increased costs of approximately $13 million were due to the effects of network disruptions and rerouting impacts.

Previous wording

Depreciation and Amortization expense increased $17 million as a result of a larger asset base.

Current wording

Depreciation and Amortization expense increased $8 million primarily as a result of a larger asset base.

Previous wording

Fuel costs decreased $32 million primarily as a result of a 12% decrease in locomotive fuel prices, partially offset by the impact of additional gross ton-miles associated with reroutes.

Current wording

Fuel costs increased $5 million as the impacts of additional gross ton-miles associated with reroutes as well as a 1% increase in locomotive fuel prices were partially offset by improved efficiency.

Previous wording

Interest expense increased $3 million primarily due to higher average debt balances.

Current wording

Interest expense increased $4 million primarily due to higher average debt balances.

Previous wording

Other income - net decreased $6 million primarily due to lower interest income, partially offset by other non-significant items.

Current wording

Other income - net decreased $15 million primarily due to lower interest income.

Previous wording

Income tax expense decreased $40 million primarily due to lower earnings before income taxes.

Current wording

Income tax expense decreased $86 million primarily due to lower earnings before income taxes.

Previous wording

Revenue decreased $385 million primarily due to lower coal revenue, which includes the impact of lower global benchmark rates, as well as lower fuel recovery and declines in merchandise volume. These declines were partially offset by pricing gains in merchandise.

Current wording

Revenue decreased $417 million primarily due to lower coal revenue, which includes the impact of lower global benchmark rates, as well as lower fuel recovery and declines in merchandise volume. These declines were partially offset by pricing gains in merchandise.

Previous wording

Total expense increased $76 million primarily due to inflation, costs due to network disruptions and congestion, and higher depreciation. These increases were partially offset by lower fuel prices.

Current wording

Total expense increased $311 million primarily due to the Quality Carriers goodwill impairment, inflation, costs due to network disruptions, and higher depreciation. These increases were partially offset by lower fuel prices and efficiency savings.

Previous wording

Interest expense increased $2 million as higher average debt balances were mostly offset by favorable hedge impacts.

Current wording

Interest expense increased $6 million as higher average debt balances were mostly offset by higher capitalized interest.

Previous wording

Other income - net decreased $21 million primarily due to lower interest income, which resulted from lower interest rates and lower cash balances.

Current wording

Other income - net decreased $36 million primarily due to lower interest income and lower pension benefit credits.

Previous wording

Income tax expense decreased $116 million primarily due to lower earnings before income taxes.

Current wording

Income tax expense decreased $202 million primarily due to lower earnings before income taxes.

Previous wording

(a) 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.

Current wording

(a) 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. The Quality Carriers goodwill impairment charge of $164 million in third quarter 2025 met the definition of an unusual item.

Previous wording

(b) 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.

Current wording

(b) The tax percentage rate was 15% for both periods presented. This rate is applied to the sum of operating income, depreciation, amortization, operating lease expense, and unusual items.

Previous wording

(c) Non-interest bearing liabilities represents all liabilities excluding debt, long-term lease liabilities, and commercial paper ($75 million outstanding in other current liabilities as of June 30, 2025, and none outstanding in any other period).

Current wording

(c) Non-interest bearing liabilities represents all liabilities excluding debt, long-term lease liabilities, and commercial paper ($75 million of commercial paper was outstanding in other current liabilities as of June 30, 2025, and none outstanding in any other period).

Previous wording

In the second quarter of 2025, velocity decreased by 4% and dwell increased by 2% versus prior year. Carload trip plan performance decreased by 6% and intermodal trip plan performance decreased by 4%. Network performance and service metrics, including on-time originations and arrivals, showed improvement over the course of the quarter with performance meaningfully stronger in June 2025 compared to April 2025. The Company continues to focus on operational improvements and executing the operating plan to deliver safe, reliable, and efficient service to customers.

Current wording

In the third quarter of 2025, velocity increased by 2%, and dwell improved 8% versus prior year. Carload trip plan performance increased by 4% and intermodal trip plan performance increased by 1%. The Company continues to focus on operational improvements and executing the operating plan to deliver safe, reliable, and efficient service to customers.

Previous wording

The personal injury frequency index of 0.99 in second quarter 2025 improved 26% compared to prior year, while the FRA train accident rate of 3.70 increased by 29%. 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.

Current wording

The personal injury frequency index of 1.16 in third quarter 2025 improved 7% compared to prior year and the FRA train accident rate of 2.55 improved 21%. 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.

Previous wording

The following chart highlights the operating, investing and financing components of the net decrease of $546 million and $115 million in cash and cash equivalents for the six months ended June 30, 2025, and June 30, 2024, respectively.

Current wording

The following chart highlights the operating, investing and financing components of the net decrease of $321 million and increase of $291 million in cash and cash equivalents for the nine months ended September 30, 2025, and September 30, 2024, respectively.

Previous wording

•The Company generated $283 million less cash from operating activities primarily due to lower cash-generating net earnings, partially offset by favorable working capital activities.

Current wording

•The Company generated $632 million less cash from operating activities primarily due to the payment of $429 million of previously postponed taxes and lower cash-generating net earnings.

Previous wording

•CSX used $406 million more cash for investing activities primarily due to higher property additions consistent with planned capital expenditures, including approximately $295 million incremental property additions related to rebuilding the Blue Ridge subdivision as a result of impacts from Hurricane Helene.

Current wording

•CSX used $423 million more cash for investing activities primarily due to higher property additions consistent with planned capital expenditures, including approximately $440 million in property additions related to rebuilding the Blue Ridge subdivision as a result of impacts from Hurricane Helene. This increase was partially offset by lower spending on acquisitions of previously independent trucking affiliates.

Previous wording

As of the end of second quarter 2025, CSX had $393 million 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.

Current wording

As of the end of third quarter 2025, CSX had $618 million 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.

Previous wording

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 six months ended June 30, 2025, CSX issued a total of $600 million of long-term debt.

Current wording

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 nine months ended September 30, 2025, CSX issued a total of $600 million of long-term debt.

Previous wording

CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. At June 30, 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 short-term commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any one time. At June 30, 2025, the Company had $75 million of debt outstanding under the commercial paper program.

Current wording

CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. At September 30, 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 short-term commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. At September 30, 2025, the Company had no debt outstanding under the commercial paper program.

Previous wording

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. Total spending on the Blue Ridge rebuild will exceed $400 million, including approximately $50 million spent in 2024 and approximately $295 million spent in the six months ended June 30, 2025. 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.

Current wording

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. Total spending on the Blue Ridge rebuild will exceed $500 million, including approximately $50 million spent in 2024 and approximately $440 million spent in the nine months ended September 30, 2025. 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.

Showing the first 40 of 45 pairs. Open the source sections for the rest.

Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

•An increase of $18 million was due to inflation.