10-K – 2026-02-12 – csx-20251231.htm

Changes in interest rates could impact the fair value of the Company's fixed-to-floating interest rate swaps. In 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 Secured Overnight Financing Rate ("SOFR") on a cumulative $250 million of fixed rate outstanding notes which are due in 2055. As of December 31, 2025, the fair value of these swaps was a $9 million asset. In 2023, CSX entered into two separate 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 SOFR on a cumulative $250 million of fixed rate outstanding notes which are due in 2033. As of December 31, 2025, the cumulative fair value of these swaps was a $14 million asset. In 2022, CSX entered into five separate 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 $800 million of fixed rate outstanding notes, which are due between 2036 and 2040. As of December 31, 2025, the cumulative fair value of these swaps was a $87 million liability. As of December 31, 2025, the potential change in fair value of fixed-to-floating interest rate swaps resulting from a hypothetical 10% change in interest rates would not be material.

Changes in interest rates no longer impact the fair value of the Company's forward starting interest rate swaps because they were fully settled in 2024.

As of December 31, 2025, CSX had no floating rate notes outstanding. However, changes in interest rates could impact the fair value (but not the carrying value) of the Company's fixed rate long-term debt. The potential decrease in fair value of the Company's fixed rate long-term debt resulting from a hypothetical 10% increase in U.S. Treasury rates, or approximately 43 basis points, is estimated to be $757 million as of December 31, 2025, and $756 million as of December 31, 2024. The underlying fair values of the Company's long-term debt were estimated based on quoted market prices or on the current rates offered for debt with similar terms and maturities.

CSX 2025 Form 10-K p.49

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
  Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
51

 
CSX Corporation  
     
Consolidated Financial Statements and Notes to Consolidated Financial Statements  
  Herewith:
      
Consolidated Income Statements for the Years Ended: 53

  December 31, 2025
  December 31, 2024
  December 31, 2023

Consolidated Comprehensive Income Statements for the Years Ended: 54

December 31, 2025
December 31, 2024
December 31, 2023
     
Consolidated Balance Sheets as of: 55

  December 31, 2025
  December 31, 2024
     
Consolidated Cash Flow Statements for Years Ended: 56

  December 31, 2025
  December 31, 2024
  December 31, 2023
     
Consolidated Statements of Changes in Shareholders' Equity: 57

  December 31, 2025
  December 31, 2024
  December 31, 2023
     
Notes to Consolidated Financial Statements 58

CSX 2025 Form 10-K p.50

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders and the Board of Directors of CSX Corporation

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CSX Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated income statements, comprehensive income statements, statements of changes in shareholders’ equity and cash flow statements for each of the three years in the period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2026 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

CSX 2025 Form 10-K p.51

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Depreciation Policies for Assets Utilizing the Group-Life Method
Description of the Matter As of December 31, 2025, assets depreciated under the group-life method comprised 86% of total gross fixed assets of $53.8 billion. As discussed in Note 6 of the consolidated financial statements, the group-life method aggregates assets with similar lives and characteristics into groups and depreciates each of these groups as a whole. When using the group-life method, an underlying assumption is that each group of assets, as a whole, is used and depreciated to the end of the group’s recoverable life. The Company utilizes different depreciable asset categories to account for depreciation expense for the railroad assets that are depreciated under the group-life method.

Under the group-life method, depreciation studies are conducted by a third-party specialist and analyzed by the Company’s management to review asset service lives and salvage values related to group-life assets. Depreciation studies are performed every three years for equipment assets and every six years for road and track assets. At least annually, management reviews and evaluates asset service lives and salvage values for appropriateness, which includes consideration of the most recent depreciation studies or data reviews conducted by a third-party specialist. For road and track assets and equipment assets, the most recent depreciation studies were performed in 2020 and 2025, respectively.

Auditing depreciation expense for assets subject to the group-life method was complex due to the nature of the methods used to determine the asset service lives and salvage values of the Company’s assets. These methods have an impact on depreciation expense.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to review asset service lives and salvage values related to group-life assets. For example, we tested controls over management’s review of asset activity that could impact the estimated useful lives.

To test the asset service lives and salvage values of the Company’s group-life assets, we performed audit procedures that included, among others: evaluating management’s documentation to support its evaluation of asset service lives and salvage values to assess if there have been any indicators there has been a material change; evaluating the information provided by the Company’s third-party specialist and reviewed by management; and assessing the completeness and accuracy of the data provided by management to the third-party specialist.

Additionally, we compared the assumptions used by management to those used throughout the industry and within other depreciation studies. We assessed the historical accuracy of management’s estimates via retrospective review and independently recalculated the current year depreciation rates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1981.

Jacksonville, Florida
February 12, 2026
CSX 2025 Form 10-K p.52

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED INCOME STATEMENTS
(Dollars in Millions, Except Per Share Amounts)

  Years Ended
  2025 2024 2023
Revenue $ 14,092   $ 14,540   $ 14,657  
Expense
Labor and Fringe 3,262   3,165   3,052  
Purchased Services and Other 3,013   2,841   2,768  
Depreciation and Amortization 1,680   1,658   1,607  
Fuel 1,095   1,168   1,377  
Equipment and Other Rents 357   355   354  
Goodwill Impairment (Note 18) 164   108   —  
Total Expense 9,571   9,295   9,158  

Operating Income 4,521   5,245   5,499  

Interest Expense ( 844 ) ( 832 ) ( 809 )
Other Income - Net (Note 14) 92   142   139  
Earnings Before Income Taxes 3,769   4,555   4,829  

Income Tax Expense (Note 12) ( 880 ) ( 1,085 ) ( 1,161 )
Net Earnings $ 2,889   $ 3,470   $ 3,668  

Per Common Share (Note 2)      
Net Earnings Per Share      
Basic $ 1.54   $ 1.79   $ 1.83  
Assuming Dilution $ 1.54   $ 1.79   $ 1.82  

Average Common Shares Outstanding (Millions)

Basic 1,870   1,939   2,008  
Assuming Dilution 1,873   1,943   2,013  

Certain prior year data has been reclassified to conform to the current presentation.
See accompanying Notes to Consolidated Financial Statements.
CSX 2025 Form 10-K p.53

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
(Dollars in Millions)

Years Ended
2025 2024 2023
Net Earnings $ 2,889   $ 3,470   $ 3,668  
Other Comprehensive Income (Loss) - Net of Tax:
Pension and Other Post-Employment Benefits 12   41   129  
Interest Rate Derivatives ( 1 ) 3   —  
Other 8   3   2  
Total Other Comprehensive Income (Note 16) 19   47   131  
Comprehensive Earnings $ 2,908   $ 3,517   $ 3,799  

See accompanying Notes to Consolidated Financial Statements.

CSX 2025 Form 10-K p.54

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)

December December
2025 2024
ASSETS
Current Assets:    
Cash and Cash Equivalents $ 670   $ 933  
Short-term Investments 5   72  
Accounts Receivable - Net (Note 11) 1,298   1,326  
Materials and Supplies 390   414  
Other Current Assets 187   75  
Total Current Assets 2,550   2,820  

Properties 53,816   52,191  
Accumulated Depreciation ( 17,005 ) ( 16,533 )
 Properties - Net (Note 6) 36,811   35,658  

Investment in Affiliates and Other Companies (Note 15) 2,634   2,520  
Right of Use Lease Asset (Note 7) 464   487  
Goodwill and Other Intangible Assets - Net (Note 18) 267   433  
Other Long-term Assets 956   846  
Total Assets $ 43,682   $ 42,764  
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:    
Accounts Payable $ 1,149   $ 1,118  
Labor and Fringe Benefits Payable 532   480  
Casualty, Environmental and Other Reserves (Note 5) 184   149  
Current Maturities of Long-term Debt (Note 10) 708   606  
Income and Other Taxes Payable 118   508  
Interest Payable 170   172  
Other Current Liabilities 272   243  
Total Current Liabilities 3,133   3,276  

Casualty, Environmental and Other Reserves (Note 5) 295   313  
Long-term Debt (Note 10) 18,165   17,897  
Deferred Income Taxes - Net (Note 12) 7,914   7,725  
Long-term Lease Liability (Note 7) 479   486  
Other Long-term Liabilities 536   560  
Total Liabilities 30,522   30,257  

Shareholders' Equity:    
Common Stock, $ 1 Par Value (Note 3)
1,860   1,900  
Other Capital 948   846  
Retained Earnings 10,560   9,988  
Accumulated Other Comprehensive Loss (Note 16) ( 213 ) ( 232 )
Non-controlling Minority Interest 5   5  
Total Shareholders' Equity 13,160   12,507  
Total Liabilities and Shareholders' Equity $ 43,682   $ 42,764  

Certain prior year data has been reclassified to conform to the current presentation.
See accompanying Notes to Consolidated Financial Statements.
CSX 2025 Form 10-K p.55

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED CASH FLOW STATEMENTS
(Dollars in Millions)

  Years Ended
  2025 2024 2023
OPERATING ACTIVITIES
Net Earnings $ 2,889   $ 3,470   $ 3,668  
Adjustments to Reconcile Net Earnings to Net Cash    
Provided by Operating Activities:
Depreciation and Amortization 1,680   1,658   1,607  
Goodwill Impairment (Note 18) 164   108   —  
Deferred Income Taxes 194   12   126  
Other Operating Activities ( 70 ) ( 75 ) ( 41 )
Changes in Operating Assets and Liabilities:    
Accounts Receivable 88   82   ( 51 )
Other Current Assets ( 87 ) 45   ( 112 )
Accounts Payable 40   3   74  
Income and Other Taxes Payable ( 399 ) ( 19 ) 430  
Other Current Liabilities 114   ( 37 ) ( 187 )
Net Cash Provided by Operating Activities 4,613   5,247   5,514  
INVESTING ACTIVITIES
Property Additions ( 2,902 ) ( 2,529 ) ( 2,257 )
Purchases of Short-term Investments —   ( 66 ) ( 104 )
Proceeds from Sales of Short-term Investments 80   91   153  
Proceeds and Advances from Property Dispositions 78   66   88  
Business Acquisition, Net of Cash Acquired ( 16 ) ( 70 ) ( 31 )
Other Investing Activities ( 91 ) ( 97 ) ( 76 )
Net Cash Used in Investing Activities ( 2,851 ) ( 2,605 ) ( 2,227 )
FINANCING ACTIVITIES
Shares Repurchased ( 1,396 ) ( 2,237 ) ( 3,482 )
Dividends Paid ( 972 ) ( 930 ) ( 882 )
Long-term Debt Repaid ( 613 ) ( 558 ) ( 153 )
Long-term Debt Issued (Note 10) 900   550   600  
Other Financing Activities 56   113   50  
Net Cash Used in Financing Activities ( 2,025 ) ( 3,062 ) ( 3,867 )
Net Decrease in Cash and Cash Equivalents ( 263 ) ( 420 ) ( 580 )
CASH AND CASH EQUIVALENTS    
Cash and Cash Equivalents at Beginning of Period 933   1,353   1,933  
Cash and Cash Equivalents at End of Period $ 670   $ 933   $ 1,353  

SUPPLEMENTAL CASH FLOW INFORMATION    
Interest Paid - Net of Amounts Capitalized $ 870   $ 850   $ 806  
Income Taxes Paid (Note 12) $ 1,102   $ 1,076   $ 630  
Capital Expenditures Accrued but Not Yet Paid $ 231   $ 247   $ 186  

Certain prior year data has been reclassified to conform to the current presentation.
See accompanying Notes to Consolidated Financial Statements.
CSX 2025 Form 10-K p.56

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY
(Dollars in Millions)

Common Shares Outstanding (Thousands)
Common Stock and Other Capital Retained Earnings Accumulated
Other
Comprehensive
(Loss) Income (a)
Non-
controlling Minority Interest Total Shareholders' Equity
December 31, 2022 2,066,367   $ 2,640   $ 10,229   $ ( 410 ) $ 10   $ 12,469  
Comprehensive Earnings:          
Net Earnings —  —  3,668   —  —  3,668  
Other Comprehensive Income (Note 16) —  —  —  131   —  131  
Total Comprehensive Earnings           3,799  
Common Stock Dividends,$ 0.44 per share
—  —  ( 882 ) —  —  ( 882 )
Share Repurchases ( 112,484 ) ( 112 ) ( 3,370 ) —  —  ( 3,482 )
Excise Tax on Net Share Repurchases —  —  ( 33 ) —  —  ( 33 )
Other 4,874   122   ( 3 ) —  ( 5 ) 114  
December 31, 2023 1,958,757   2,650   9,609   ( 279 ) 5   11,985  
Comprehensive Earnings:          
Net Earnings —  —  3,470   —  —  3,470  
Other Comprehensive Income (Note 16) —  —  —  47   —  47  
Total Comprehensive Earnings           3,517  
Common Stock Dividends, $ 0.48 per share
—  —  ( 930 ) —  —  ( 930 )
Share Repurchases ( 64,556 ) ( 65 ) ( 2,139 ) —  —  ( 2,204 )
Excise Tax on Net Share Repurchases —  —  ( 20 ) —  —  ( 20 )
Other 5,989   161   ( 2 ) —  —  159  
December 31, 2024 1,900,190   2,746   9,988   ( 232 ) 5   12,507  
Comprehensive Earnings:          
Net Earnings —  —  2,889   —  —  2,889  
Other Comprehensive Income (Note 16) —  —  —  19   —  19  
Total Comprehensive Earnings           2,908  
Common Stock Dividends, $ 0.52 per share
—  —  ( 972 ) —  —  ( 972 )
Share Repurchases ( 44,459 ) ( 44 ) ( 1,332 ) —  —  ( 1,376 )

Excise Tax on Net Share Repurchases —  —  ( 12 ) —  —  ( 12 )
Other 3,928   106   ( 1 ) —  —  105  
December 31, 2025 1,859,659   $ 2,808   $ 10,560   $ ( 213 ) $ 5   $ 13,160  

(a) Accumulated Other Comprehensive Loss year-end balances shown above are net of tax. The associated tax benefits were $ 58 million, $ 61 million, and $ 74 million for 2025, 2024 and 2023, respectively. For additional information see Note 16, Other Comprehensive Income (Loss).

See accompanying Notes to Consolidated Financial Statements.

CSX 2025 Form 10-K p.57

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   Nature of Operations and Significant Accounting Policies

Business
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 Transportation, Inc.
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. It has access to over 70 ocean, river and lake port terminals along the Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St. Lawrence Seaway. The Company’s intermodal business links customers to railroads via trucks and terminals. CSXT also serves thousands of production and distribution facilities through track connections to approximately 250 short-line and regional railroads.

CSXT is also responsible for the Company's real estate sales, leasing, acquisition and management and development activities. Substantially all of these activities 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 provides 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 include shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.

CSX 2025 Form 10-K p.58

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 1.  Nature of Operations and Significant Accounting Policies, continued

Lines of Business
During 2025, the Company's services generated $ 14.1 billion of revenue and served four primary lines of business: merchandise, intermodal, coal and trucking.

• The merchandise business shipped 2.6 million carloads ( 41 % of volume) and generated $ 8.8 billion in revenue ( 62 % of revenue) in 2025. The Company’s merchandise business is comprised of shipments in the following diverse markets: chemicals, agricultural and food products, minerals, automotive, forest products, metals and equipment, and fertilizers.
• The intermodal business shipped 3.0 million units ( 48 % of volume) and generated $ 2.1 billion in revenue ( 15 % of revenue) in 2025. The intermodal business combines the superior economics of rail transportation with the flexibility of trucks and offers a cost and environmental advantage over long-haul trucking. Through a network of approximately 30 terminals, the intermodal business serves all major markets east of the Mississippi River and transports mainly manufactured consumer goods in containers, providing customers with truck-like service for longer shipments.
• The coal business shipped 718 thousand carloads ( 11 % of volume) and generated $ 1.9 billion in revenue ( 13 % of revenue) in 2025. The Company transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants as well as export coal to deep-water port facilities. Most of the export coal the Company transports is used for steelmaking, while the majority of domestic coal the Company ships is used for electricity generation.
• The trucking business generated $ 816 million, or 6 %, of revenue in 2025. Trucking revenue is comprised of revenue from the operations of Quality Carriers.

Other revenue accounted for 4 % of the Company’s total revenue in 2025. This category includes revenue from regional subsidiary railroads and incidental charges, including intermodal storage and equipment usage, demurrage and switching. Revenue from regional subsidiary railroads includes shipments by railroads that the Company does not directly operate. Intermodal storage represents charges for customer storage of containers at an intermodal terminal, ramp facility or offsite location beyond a specified period of time. Demurrage represents charges assessed when freight cars are held by a customer beyond a specified period of time. Switching represents charges assessed when a railroad switches cars for a customer or another railroad.

Segments
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 trucking segment is not material for separate disclosure. See Note 17, Segment Reporting and Significant Expenses, for additional information on the Company's segments.

Employees
The Company's number of employees was approximately 23,000 as of December 2025, which includes approximately 16,900 rail labor union employees. Most of the Company’s employees provide or support transportation services.

CSX 2025 Form 10-K p.59

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

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 financial position of CSX and its subsidiaries at December 31, 2025, and December 31, 2024, and the consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for the years ended 2025, 2024 and 2023. In addition, management has evaluated and disclosed all material events occurring subsequent to the date of the financial statements up to the date this annual report is filed on Form 10-K.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in recording the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of certain revenues and expenses during the reporting period. Actual results may differ from those estimates. Critical accounting estimates using management judgment are made for the following areas:
• personal injury and environmental reserves (see Note 5, Casualty, Environmental and Other Reserves );
• pension plan accounting (see Note 9, Employee Benefit Plans ); and
• depreciation policies for assets under the group-life method (see Note 6, Properties )

Fiscal Year
The Company's fiscal periods are based upon the calendar year. Except as otherwise specified, references to full years indicate CSX’s fiscal years ended on December 31, 2025, December 31, 2024, and December 31, 2023.
    
Principles of Consolidation
The consolidated financial statements include results of operations of CSX and subsidiaries over which CSX has majority ownership or financial control. All significant intercompany accounts and transactions have been eliminated. Most investments in companies that were not majority-owned are accounted for under the equity method or as equity investments measured at cost and adjusted for observable price changes and impairment. These investments are reported within Investment in Affiliates and Other Companies on the consolidated balance sheets.

CSX 2025 Form 10-K p.60

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 1.  Nature of Operations and Significant Accounting Policies, continued

Cash and Cash Equivalents
On a daily basis, cash in excess of current operating requirements is invested in various highly liquid investments having a typical maturity date of three months or less at the date of acquisition. These investments are carried at cost, which approximates market value, and are classified as cash equivalents.

Investments
Investments in instruments with original maturities greater than three months that will mature in less than one year are classified as short-term investments. Investments with original maturities of one year or greater are initially classified within other long-term assets, and the classification is re-evaluated at each balance sheet date.

Materials and Supplies
Materials and supplies in the consolidated balance sheets are carried at average cost and consist primarily of parts used in the repair and maintenance of track structure, equipment, and CSXT’s freight car and locomotive fleets, as well as fuel.

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 adopted this guidance prospectively for this 2025 annual report filed on Form 10-K. This standard update did not impact the Company's results of operations or financial position as it only impacts disclosures. See Note 12, Income Taxes.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This standard update requires additional disclosures about certain expenses in commonly presented expense captions. The Company is required to adopt the guidance for its 2027 annual report filed on Form 10-K, though early adoption is permitted. The Company is currently evaluating the impact of these amendments on its disclosures, but this standard update will not impact the Company's results of operations or financial position.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This standard update modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. This guidance is effective beginning first quarter 2028, though early adoption is permitted, and can be applied using a prospective, retrospective, or modified transition approach. The Company is currently evaluating the impact of these amendments but does not anticipate that adoption will have a material impact on the Company's results of operations or financial position.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants by Business Entities. This standard establishes the accounting for government grants received by a business entity, including guidance for both grants related to an asset and grants related to income. This guidance is effective beginning first quarter 2029, though early adoption is permitted, and can be applied using a modified prospective, modified retrospective, or full retrospective transition approach. The Company is currently evaluating the impact of this guidance but does not anticipate that adoption will have a material impact on the Company's results of operations or financial position.
CSX 2025 Form 10-K p.61

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 2.   Earnings Per Share

The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution:

  Years Ended
  2025 2024 2023
Numerator (Dollars in Millions) :
 
Net Earnings $ 2,889   $ 3,470   $ 3,668  

Denominator (Units in Millions) :

Average Common Shares Outstanding 1,870   1,939   2,008  
Other Potentially Dilutive Common Shares 3   4   5  
Average Common Shares Outstanding, Assuming Dilution 1,873   1,943   2,013  

Net Earnings Per Share, Basic $ 1.54   $ 1.79   $ 1.83  
Net Earnings Per Share, Assuming Dilution $ 1.54   $ 1.79   $ 1.82  

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 and restricted stock units.

When calculating diluted earnings per share, the potential shares that would be outstanding if all in-the-money outstanding stock options were exercised are included, net of shares CSX could repurchase using the proceeds from these hypothetical exercises. The total average outstanding equity awards that were excluded from the diluted earnings per share calculation because their effect was antidilutive is in the table below.

Years Ended
2025 2024 2023
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)
5   3   3  

CSX 2025 Form 10-K p.62

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 2.  Earnings Per Share, continued

Share Repurchase Programs
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 $ 1.2 billion as of December 31, 2025. The previous share repurchase program was announced in July 2022 and completed in November 2023.

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.

Share Repurchase Activity
During 2025, 2024 and 2023, CSX repurchased the following shares:

Years Ended
2025 2024 2023
Shares Repurchased (Units in Millions)
44   65   112  
Cost of Shares (Dollars in Millions)
$ 1,376   $ 2,204   $ 3,482  
Average Price Paid per Share $ 30.95   $ 34.14   $ 30.95  

Excise Taxes Paid for Net Share Repurchases
(Dollars in Millions) (a)
$ 20   $ 33   $ —  

(a) Excise tax payments made in 2025 were related to share repurchases in 2024. Excise tax payments made in 2024 were related to share repurchases in 2023.

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 costs of shares repurchased shown in the table above exclude the impact of this excise tax.

CSX 2025 Form 10-K p.63

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 3.  Shareholders’ Equity

Common and preferred stock consists of the following:

Common Stock, $ 1 Par Value
December 2025
  (Units in Millions)
Common Shares Authorized 5,400  
Common Shares Issued and Outstanding 1,860  
 
Preferred Stock
Preferred Shares Authorized 25  
Preferred Shares Issued and Outstanding —  

Holders of common stock are entitled to one vote on all matters requiring a vote for each share held. Preferred stock is senior to common stock with respect to dividends and upon liquidation of CSX.

NOTE 4.  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. Awards granted under the various programs are determined and approved by the Compensation and Talent Management Committee of the Board of Directors. Awards to the Chief Executive Officer are approved by the full Board and awards to senior executives are approved by the Compensation and Talent Management Committee. In certain circumstances, the Chief Executive Officer or delegate approves awards to management employees other than senior executives. The Board of Directors approves awards granted to CSX's non-management directors upon recommendation of the Governance and Sustainability Committee.

Share-based compensation expense for awards under share-based compensation plans and purchases made as part of the employee stock purchase plan 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.

  Years Ended
(Dollars in Millions) 2025 2024 2023
Share-Based Compensation Expense
Restricted Stock Units $ 26   $ 28   $ 19  
Stock Options 14   12   12  
Employee Stock Purchase Plans 10   8   7  
Stock Awards for Directors 3   2   2  
Performance Units 1   ( 10 ) 20  
Total Share-based Compensation Expense $ 54   $ 40   $ 60  
Income Tax Benefit $ 13   $ 13   $ 14  

CSX 2025 Form 10-K p.64

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Long-term Incentive Plans
The objective of the CSX Long-term Incentive Plans (“LTIP”) is to motivate and reward certain employees for achieving and exceeding certain financial goals. The 2025-2027, 2024-2026, and 2023-2025 LTIPs were adopted under the 2019 Stock and Incentive Award Plan.

Performance Units
In 2025, 2024 and 2023, target performance units, with each unit being equivalent to one share of CSX common stock, were granted to certain employees under three separate LTIP plans covering three-year cycles: the 2025-2027 ("2025-2027 LTIP"), the 2024-2026 ("2024-2026 LTIP"), and the 2023-2025 ("2023-2025 LTIP"). Payouts of performance units for the plans will be made in CSX common stock based on the achievement of certain goals, in each case excluding non-recurring items as disclosed in the Company's financial statements. The payout range for most participants will be between 0 % and 200 % of the target awards depending on Company performance against predetermined goals for each three-year cycle.

For the 2025, 2024 and 2023 awards, the average annual operating income growth percentage and Economic Profit (CSX Cash Earnings or CCE), in each case excluding non-recurring items as defined in the plan, will each comprise 50 % of the payout and will be measured independently of the other. Participants will receive stock dividend equivalents declared over the performance period based on the number of performance units paid upon vesting. 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.

For these plans, payouts for certain executive officers are subject to formulaic upward or downward adjustment by up to 20 % for the 2025-2027 LTIP or 25 % for the 2024-2026 and 2023-2025 LTIPs, capped at an overall payout of 240 % for the 2025-2027 LTIP or 250 % for the 2024-2026 and 2023-2025 LTIPs, based upon the Company’s total shareholder return relative to specified comparable groups over the performance period.

The fair values of the performance units granted during the years ended December 2025, 2024 and 2023 for awards with total shareholder return components were calculated using a Monte-Carlo simulation model. Performance unit grants were valued using the following weighted-average assumptions:

Years Ended
Weighted-Average Assumptions Used: 2025 2024 2023

Risk-free Interest Rate 4.1   % 4.4   % 4.4   %
Annualized Volatility 23.3   % 23.3   % 33.2   %
Expected Life (in years)
2.7 2.9 2.8

The risk-free interest rate assumptions reflect the U.S. Treasury yield curve in effect at the time of grant. The annualized volatility is based on observed historical volatility of daily stock returns for the three-year period preceding the grant date. The expected life is calculated using the remainder of the performance period.

CSX 2025 Form 10-K p.65

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Performance unit grant and vesting information is summarized as follows:

  Years Ended
  2025 2024 2023
Weighted-Average Fair Value of Units Granted $ 34.02   $ 38.66   $ 31.57  
Fair Value of Units Vested (in Millions)
$ 21   $ 22   $ 16  

The performance unit activity related to the outstanding long-term incentive plans and corresponding fair value is summarized as follows:

  Performance Units Outstanding
(in Thousands) Weighted-Average Fair Value at Grant Date
Unvested at December 31, 2024
1,279   $ 35.47  
Granted 852   34.02  
Forfeited ( 325 ) 35.42  
Vested ( 652 ) 32.55  
Unvested at December 31, 2025
1,154   $ 36.10  

As of December 2025, there was $ 10 million of total unrecognized compensation cost related to performance units that is expected to be recognized over a weighted-average period of approximately two years . 

Stock Options
     Stock options in 2025, 2024 and 2023 were primarily granted along with the corresponding LTIP plans. With these grants, an employee receives an award that provides the opportunity in the future to purchase CSX shares at the closing market price of the stock on the date the award is granted (the strike price). Options granted become exercisable in equal installments on the anniversary of the grant date over a vesting period ( three-year graded). All options expire 10 years from the grant date if they are not exercised.

The fair value of stock options granted was estimated as of the dates of grant using the Black-Scholes option valuation model, which uses the following assumptions: dividend yield, risk-free interest rate, annualized volatility and expected life. The annual dividend yield is based on the most recent quarterly CSX dividend payment annualized. The risk-free interest rate is based on U.S. Treasury yield curve in effect at the time of grant. The annualized volatility is based on historical volatility of daily CSX stock price returns over a 6.0 year look-back period ending on the grant date. The expected life is calculated using the safe harbor approach due to lack of historical data on CSX options, which is the midpoint between the vesting schedule and contractual term ( 10 years).

CSX 2025 Form 10-K p.66

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Assumptions and inputs used to estimate fair value of stock options are summarized as follows:

Years Ended
  2025 2024 2023
Weighted-Average Fair Value of Units Granted $ 9.47 $ 11.58 $ 9.82

Stock Options Valuation Assumptions:
Annual Dividend Yield 1.5   % 1.3   % 1.4   %
Risk-free Interest Rate 4.1   % 4.2   % 3.8   %
Annualized Volatility 26.6   % 28.7   % 29.6   %
Expected Life (in Years) 6.0 6.0 6.0
Other Pricing Model Inputs:
Weighted-average Grant-date Market Price of CSX Stock (Strike Price) $ 33.94 $ 36.73 $ 31.54

The stock option activity is summarized as follows:

  Stock Options Outstanding
(in Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life
(in Years) Aggregate Intrinsic Value
(in Millions)
Outstanding at December 31, 2024 9,531   $ 27.40  
Granted 1,785   33.93  
Forfeited ( 456 ) 34.38  
Exercised ( 1,131 ) 18.90  
Outstanding at December 31, 2025 9,729   $ 29.26   5.3 $ 68  
Exercisable at December 31, 2025 7,195   $ 27.46   4.6 $ 63  

Unrecognized compensation expense related to stock options as of December 2025 was $ 12 million and is expected to be recognized over a weighted-average period of approximately two years . The Company issues new shares upon stock option exercises. Additional information on stock option exercises is summarized as follows:

Years Ended
(Dollars in Millions) 2025 2024 2023
Intrinsic Value of Stock Options Exercised $ 18   $ 45   $ 27  
Cash Received from Option Exercises $ 21   $ 79   $ 52  

CSX 2025 Form 10-K p.67

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Restricted Stock Units
Restricted stock units are equivalent to one share of CSX stock and are primarily issued along with corresponding LTIP plans and vest on the annual anniversary of the grant date over a vesting period ( three-year graded). These awards are time-based and not based upon CSX’s attainment of operational targets. Participants receive stock dividend equivalents on these shares. Restricted stock unit grant and vesting information is summarized as follows:

  Years Ended
  2025 2024 2023
Weighted-Average Fair Value of Units Granted $ 33.16   $ 36.86   $ 31.46  
Fair Value of Units Vested (in Millions)
$ 39   $ 23   $ 8  

    
The restricted stock activity related to the outstanding long-term incentive plans and other awards and corresponding fair value is summarized as follows:

  Restricted Stock Units Outstanding
(in Thousands) Weighted-Average Fair Value at Grant Date
Unvested at December 31, 2024
1,990   $ 34.01  
Granted 801   33.16  
Forfeited ( 165 ) 34.10  
Vested ( 1,151 ) 33.55  
Unvested at December 31, 2025
1,475   $ 33.91  

    
As of December 2025, unrecognized compensation expense for restricted stock units was approximately $ 21 million , which will be expensed over a weighted-average remaining period of two years .

Other Awards
Awards are periodically granted outside of the annual LTIP program, subject to approval by the Board of Directors, Compensation and Talent Management Committee, or Chief Executive Officer ("CEO") as appropriate. During 2025, 2024, and 2023, awards outside of the annual LTIP program were granted to certain management employees other than senior executives and were not material.
CSX 2025 Form 10-K p.68

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 4.  Stock Plans and Share-Based Compensation, continued

Stock Awards for Directors
CSX’s non-management directors receive a base annual retainer of $ 130,000 to be paid quarterly in cash, unless the director chooses to defer the retainer in the form of cash or CSX common stock. Additionally, non-management directors receive an annual grant of common stock in the amount of approximately $ 190,000 and the independent non-executive Chairman also receives an annual grant of common stock in the amount of approximately $ 250,000 . These awards are evaluated periodically by the Board of Directors.

Employee Stock Purchase Plan
In May 2018, shareholders approved the 2018 CSX Employee Stock Purchase Plan (“ESPP”) for the benefit of Company employees. The Company registered 12 million shares of common stock that may be issued pursuant to this plan. Under the ESPP, employees may contribute between 1 % and 10 % of base compensation, after-tax, to purchase up to $ 25,000 of market value CSX common stock per year at 85 % of the closing market price on either the grant date or the last day of the six-month offering period, whichever is lower. During 2025, 2024 and 2023, the Company issued the following shares under this program:

  Years Ended
  2025 2024 2023
Shares Issued (in Thousands)
1,317   1,012   959  
Weighted Average Purchase Price Per Share $ 27.38   $ 28.79   $ 25.66  

CSX 2025 Form 10-K p.69

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.   Casualty, Environmental and Other Reserves

Activity related to casualty, environmental and other reserves is as follows:

  Casualty Environmental Other  
(Dollars in Millions) Reserves Reserves Reserves Total
December 31, 2022 $ 194   $ 161   $ 81   $ 436  
Charged to Expense 69   29   67   165  

Payments ( 68 ) ( 36 ) ( 57 ) ( 161 )
December 31, 2023 195   154   91   440  

Charged to Expense 72   28   68   168  

Payments ( 59 ) ( 31 ) ( 56 ) ( 146 )
December 31, 2024 208   151   103   462  
Charged to Expense 67   32   100   199  

Payments ( 62 ) ( 27 ) ( 93 ) ( 182 )
December 31, 2025 $ 213   $ 156   $ 110   $ 479  

Personal injury and environmental reserves are considered critical accounting estimates due to the need for management judgment. In the table above, the impacts of changes in estimates are included in the charged to expense amount and were not material in 2025, 2024 and 2023. Casualty, environmental and other reserves are provided for in the consolidated balance sheets as shown in the table below.

  December 2025 December 2024
(Dollars in Millions) Current Long-term Total Current Long-term Total
Casualty:            
Personal Injury $ 60   $ 94   $ 154   $ 51   $ 91   $ 142  
Occupational 6   53   59   7   59   66  
Total Casualty $ 66   $ 147   $ 213   $ 58   $ 150   $ 208  
Environmental 49   107   156   37   114   151  
Other 69   41   110   54   49   103  
Total $ 184   $ 295   $ 479   $ 149   $ 313   $ 462  

    
CSX 2025 Form 10-K p.70

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  Casualty, Environmental and Other Reserves, continued     

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 in Note 8, Commitments and Contingencies . Currently, no individual claim is expected to exceed the self-insured retention amount. Most of the Company's casualty claims relate to CSXT. In accordance with the Contingencies Topic in the ASC, to the extent the value of an individual claim exceeds the self-insured retention amount, the Company would present the liability on a gross basis with a corresponding receivable for insurance recoveries.

These reserves fluctuate based upon the timing of payments as well as changes in estimate. Actual results may vary from estimates due to the number, type and severity of the injury, costs of medical treatments and uncertainties in litigation. Defense and processing costs, which historically have been insignificant and are anticipated to be insignificant in the future, are not included in the recorded liabilities. Changes in casualty reserves are included in purchased services and other on the consolidated income statements.

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. The methodology used by the actuary includes a development factor to reflect growth or reduction in the value of these personal injury claims based largely on CSXT's historical claims and settlement experience. These analyses did not result in a material adjustment to the personal injury reserve in 2025, 2024 or 2023.

CSX 2025 Form 10-K p.71

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  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 claims, 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. There were no material adjustments to the occupational reserve in 2025, 2024 or 2023.

Environmental
The Company is a party to various proceedings related to environmental issues, including administrative and judicial proceedings involving private parties and regulatory agencies. The Company has been identified as a potentially responsible party at approximately 220 environmentally impaired sites. Many of these are, or may be, subject to remedial action under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), also known as the Superfund Law, or similar state statutes. Most of these proceedings arose from environmental conditions on properties used for ongoing or discontinued railroad operations. A number of these proceedings, however, are based on allegations that the Company, or its predecessors, sent hazardous substances to facilities owned or operated by others for treatment, recycling or disposal. In addition, some of the Company’s land holdings were leased to others for commercial or industrial uses that may have resulted in releases of hazardous substances or other regulated materials onto the property and could give rise to proceedings against the Company.

In any such proceedings, the Company is subject to environmental clean-up and enforcement actions under the Superfund Law, as well as similar state laws that may impose joint and several liability for clean-up and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. These costs could be substantial.

CSX 2025 Form 10-K p.72

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 5.  Casualty, Environmental and Other Reserves, continued

In accordance with the Asset Retirement and Environmental Obligations Topic in the ASC, the Company reviews its role with respect to each site identified at least quarterly, giving consideration to a number of factors such as:
• type of clean-up required;
• nature of the Company’s alleged connection to the location (e.g., generator of waste sent to the site or owner or operator of the site);
• extent of the Company’s alleged connection (e.g., volume of waste sent to the location and other relevant factors); and
• number, connection and financial viability of other named and unnamed potentially responsible parties at the location.

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. The recorded liabilities for estimated future environmental costs are undiscounted. The liability includes future costs for remediation and restoration of sites as well as any significant ongoing monitoring costs, but excludes any anticipated insurance recoveries. 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 2025 Form 10-K p.73

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.   Properties

Details of the Company’s net properties are as follows:

(Dollars in Millions)   Accumulated Net Book Annual Depreciation Estimated Useful Life Depreciation
December 2025 Cost Depreciation Value Rate (Avg. Years)
Method
Road  
  Rail and Other Track Material $ 10,318   $ ( 2,311 ) $ 8,007   2.5 % 41 Group Life
  Ties 7,488   ( 2,374 ) 5,114   3.5 % 28 Group Life
  Grading 3,240   ( 726 ) 2,514   1.3 % 75 Group Life
  Ballast 3,581   ( 1,183 ) 2,398   2.6 % 38 Group Life
  Bridges, Trestles, and Culverts 3,391   ( 591 ) 2,800   1.7 % 60 Group Life
  Signals and Interlockers 3,476   ( 1,464 ) 2,012   4.1 % 24 Group Life
  Buildings 1,577   ( 580 ) 997   2.5 % 40 Group Life/ Straight Line (a)

  Other 6,197   ( 2,739 ) 3,458   4.1 % 25 Group Life/ Straight Line (a)

Total Road 39,268   ( 11,968 ) 27,300      
Equipment            
  Locomotive 5,374   ( 2,267 ) 3,107   3.8 % 26 Group Life
  Freight Cars 2,246   ( 358 ) 1,888   3.1 % 32 Group Life
  Work Equipment and Other 3,644   ( 2,412 ) 1,232   8.9 % 11 Group Life/ Straight Line (a)

Total Equipment 11,264   ( 5,037 ) 6,227      
Land   2,286   —  2,286   N/A N/A N/A
Construction In Progress 998   —  998   N/A N/A N/A

Total Properties $ 53,816   $ ( 17,005 ) $ 36,811        

(a) For depreciation method, certain asset categories contain intermodal terminals, trucking or technology-related assets, which are depreciated using the straight-line method.

CSX 2025 Form 10-K p.74

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

(Dollars in Millions)   Accumulated Net Book Annual Depreciation Estimated Useful Life Depreciation
December 2024 Cost Depreciation Value Rate (Avg. Years) Method
Road  
  Rail and Other Track Material $ 9,883   $ ( 2,199 ) $ 7,684   2.5 % 41 Group Life
  Ties 7,269   ( 2,252 ) 5,017   3.5 % 28 Group Life
  Grading 2,813   ( 699 ) 2,114   1.3 % 75 Group Life
  Ballast 3,494   ( 1,159 ) 2,335   2.6 % 38 Group Life
  Bridges, Trestles, and Culverts 3,234   ( 572 ) 2,662   1.7 % 60 Group Life
  Signals and Interlockers 3,476   ( 1,480 ) 1,996   4.1 % 24 Group Life
  Buildings 1,498   ( 568 ) 930   2.5 % 40 Group Life/ Straight Line (a)

  Other 6,017   ( 2,719 ) 3,298   4.1 % 25 Group Life/ Straight Line (a)

Total Road 37,684   ( 11,648 ) 26,036      
Equipment            
  Locomotive 5,252   ( 2,175 ) 3,077   3.8 % 26 Group Life
  Freight Cars 2,311   ( 407 ) 1,904   3.1 % 32 Group Life
  Work Equipment and Other 3,599   ( 2,303 ) 1,296   8.9 % 11 Group Life/ Straight Line (a)

Total Equipment 11,162   ( 4,885 ) 6,277      
Land   2,276   —  2,276   N/A N/A N/A
Construction In Progress 1,069   —  1,069   N/A N/A N/A

Total Properties $ 52,191   $ ( 16,533 ) $ 35,658        

(a) For depreciation method, certain asset categories contain intermodal terminals, trucking or technology-related assets, which are depreciated using the straight-line method.

CSX 2025 Form 10-K p.75

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Capital Expenditures
The Company’s capital investment includes purchased and self-constructed assets and property additions that substantially extend the service life or increase the utility of those assets. Indirect costs that can be allocated to capital projects are also capitalized. The Company is committed to maintaining and improving its existing infrastructure and expanding its network capacity for long-term growth. Rail operations are capital intensive and CSX accounts for these costs in accordance with United States generally accepted accounting principles ("GAAP") and the Company’s capitalization policy. All properties are stated at historical cost less an allowance for accumulated depreciation.

The Company’s largest category of capital investment is the replacement of track assets, which is primarily completed by CSXT employees, as well as the acquisition or construction of new assets that enable CSX to enhance its operations or provide new capacity offerings to its customers. Costs for track asset replacement and capacity projects that are capitalized include:

• labor costs, because many of the assets are self-constructed;
• costs to purchase or construct new track or to prepare ground for the laying of track;
• welding (rail, field and plant), which are processes used to connect segments of rail;
• new ballast, which is gravel and crushed stone that holds track in line;
• fuels and lubricants associated with tie, rail and surfacing work, which is the process of raising track to a designated elevation over an extended distance;
• cross, switch and bridge ties, which are the braces that support the rails on a track;
• gauging, which is the process of standardizing the distance between rails;
• handling costs associated with installing rail, ties or ballast;
• usage charge of machinery and equipment utilized in construction or installation; and
• other track materials.

Labor is a significant cost in self-constructed track replacement work. CSXT engineering employees directly charge their labor to the track replacement project (the capitalized depreciable property). In replacing track, these employees concurrently perform deconstruction and installation of track material. Because of this concurrent process, CSX must estimate the amount of labor that is related to deconstruction versus installation. As a component of the depreciation study for road and track assets, management performs an analysis of labor costs related to the self-constructed track replacement work, which includes direct observation of track replacement processes. Through this analysis, CSX determined that approximately 20 % of labor costs associated with track replacement is related to the deconstruction of old track, for which certain elements are expensed, and approximately 80 % is associated with the installation of new track, which is capitalized.

Capital investment related to locomotives and freight cars comprises the second largest category of the Company’s capital assets. This category includes purchases of locomotives and freight cars as well as costs to modify or rebuild these assets, which are capitalized if the investment incurred extends the asset’s service life or improves utilization. Improvement projects must meet specified dollar thresholds to be capitalized and are reviewed by management to determine proper accounting treatment. Routine repairs, overhauls and other maintenance costs, for all asset categories, are expensed as incurred.

CSX 2025 Form 10-K p.76

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Depreciation Method
The depreciable assets of the Company are depreciated using either the group-life or straight-line method of accounting, which are both acceptable depreciation methods in accordance with GAAP. The Company depreciates its railroad assets, including main-line track, locomotives and freight cars, using the group-life method. Assets depreciated under the group-life method comprise 86 % of total fixed assets of $ 53.8 billion on a gross basis as of December 2025. The remaining depreciable assets of the Company, including non-railroad assets and assets under finance leases, are depreciated using the straight-line method on a per asset basis. Land is not depreciated.

The group-life method aggregates assets with similar lives and characteristics into groups and depreciates each of these groups as a whole. When using the group-life method, an underlying assumption is that each group of assets, as a whole, is used and depreciated to the end of its group’s recoverable life. The Company currently utilizes different depreciable asset categories to account for depreciation expense for the railroad assets that are depreciated under the group-life method. By utilizing various depreciable categories, the Company can more accurately account for the use of its assets. The group-life method of depreciation closely approximates the straight-line method of depreciation. Additionally, due to the nature of most of its assets (e.g. track is one contiguous, connected asset), the Company believes that this is the most accurate and effective way to properly depreciate its assets. All assets of the Company are depreciated on a time or life basis.

Depreciation Studies
Management performs a review of depreciation expense, including the impacts of service lives and salvage values, on a regular basis. This review includes consideration of the most recent periodic depreciation studies, which are performed for assets depreciated using the group-life method. A depreciation study is the periodic review of asset service lives, salvage values, accumulated depreciation, and other related factors for group assets conducted by a third-party specialist, analyzed by the Company’s management and approved by the Surface Transportation Board ("STB"), the regulatory board that has broad jurisdiction over railroad practices. The STB requires depreciation studies be performed every three years for equipment assets (e.g., locomotives and freight cars) and every six years for road and track assets (e.g., bridges, signals, rail, ties, and ballast). The Company believes the frequency of depreciation studies currently required by the STB, complemented by annual data reviews conducted by a third-party specialist and analyzed by the Company's management, provides adequate review of asset service lives and that a more frequent review would not result in a material change due to the long-lived nature of most of the assets.

The Company completed a depreciation study for its road and track assets in 2020, which resulted in changes to accumulated depreciation, service lives, salvage values, and other related factors for certain assets. The Company performed a depreciation study for equipment assets in 2025, with the resulting changes to be implemented after the study's finalization in 2026. The Company expects a favorable change to depreciation expense of approximately $ 40  million per year primarily as a result of increases in the remaining service lives of certain equipment assets. The Company plans to complete the next depreciation study for road and track assets in 2027.

CSX 2025 Form 10-K p.77

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Group-Life Assets Sales and Retirements
Since the rail network is one contiguous, connected network, it is impractical to maintain specific identification records for these assets. For track assets (i.e., rail, ties, and ballast), CSX retires assets on a statistical curve relative to the age of the assets. Equipment assets (e.g., locomotives and freight cars) are specifically identified at retirement. When an equipment asset is retired that has been depreciated using the group-life method, the cost is reduced from the cost base and recorded in accumulated depreciation.

For sales or retirements of assets depreciated under the group-life method that occur in the ordinary course of business, the asset cost (net of salvage value or sales proceeds) is charged to accumulated depreciation and no gain or loss is immediately recognized. This practice is consistent with accounting treatment prescribed under the group-life method. As part of the depreciation study, an assessment of the recorded amount of accumulated depreciation is made to determine if it is deficient (or in excess) of the appropriate amount indicated by the study. Any such deficiency (or excess), including any deferred gains or losses, is amortized as a component of depreciation expense over the remaining service life of the asset group until the next required depreciation study. Since the overall assumption with the group-life method is that the assets within the group on average have the same service life and characteristics, it is therefore concluded that the deferred gains and losses offset over time.

For sales or retirements of assets depreciated under the group-life method that do not occur in the ordinary course of business, a gain or loss may be recognized if the sale or retirement meets each of the following three criteria: (i) it is unusual, (ii) it is material in amount, and (iii) it varies significantly from the retirement profile identified through depreciation studies. No material gains or losses were recognized on the sale of assets depreciated using the group-life method in 2025, 2024 or 2023, as no sales met the criteria described above.

Land and Straight-line Assets Sales and Retirements
When the Company sells or retires land, land-related easements or assets depreciated under the straight-line method, a gain or loss is recognized in purchased services and other on the consolidated statements of income. The Company recognized gains on the sale of properties of $ 17  million, $ 11  million, and $ 34  million in 2025, 2024 and 2023, respectively.

Impairment Review
Properties and other long-lived assets are reviewed for impairment whenever events or business conditions indicate the carrying amount of such assets may not be fully recoverable. Initial assessments of recoverability are based on estimates of undiscounted future net cash flows associated with an asset or a group of assets. Where impairment is indicated, the assets are evaluated and their carrying amount is reduced to fair value based on discounted net cash flows or other estimates of fair value. Impairment of group-life assets in service is recorded to accumulated depreciation while impairment of straight-line assets is recorded in operating expense. Impairment expense recorded in purchased services and other expense on the consolidated income statement of $ 26  million in 2025, $ 24  million in 2024, and $ 2  million in 2023 was primarily due to the discontinuation of certain in-progress projects.

CSX 2025 Form 10-K p.78

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 6.  Properties, continued

Government Assistance
The Company is a party to contracts with recipients and subrecipients of awards from federal, state and local governmental agencies. These awards are typically in the form of cash for purposes of making improvements to the rail network as part of public safety, corridor expansion or economic revitalization initiatives. The awarding agency generally specifies how the awards are to be spent by the recipients and may include limited conditions requiring return of the assistance.

Government funding received or receivable related to a property asset is netted with the cost of the asset in properties on the consolidated balance sheet, and the net asset is subject to depreciation. Any amounts owed by the government entity are recorded in accounts receivable until reimbursed. For the years ended 2025, 2024, and 2023, the total amounts received under contracts with government entities to improve the rail network was $ 216  million, $ 246  million, and $ 84  million, respectively. Non-freight accounts receivable related to these government projects was $ 121  million and $ 39  million as of December 31, 2025, and December 31, 2024, respectively.

CSX 2025 Form 10-K p.79

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7. Leases

At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., maintenance, labor charges, etc.). The Company generally accounts for each component separately based on the estimated standalone price of each component. For certain equipment leases, such as freight car, vehicles and work equipment, the Company accounts for the lease and non-lease components as a single lease component.

Certain of the Company’s lease agreements include rental payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected payments adjusted for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating Leases
Operating leases are included in right-of-use lease assets, other current liabilities and long-term lease liabilities on the consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term, discounted using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

The Company has various lease agreements with other parties with terms up to 50 years, including a significant operating lease with the State of Georgia for approximately 137 miles of right-of-way with integral track assets for a term of 50 years with an annual 2.5 % increase. Non-cancelable, long-term leases may include provisions for maintenance, options to purchase and options to extend the terms. These options are included in the lease term when it is reasonably certain that the option will be exercised. Lease expense for operating leases, including leases with escalations over their terms, is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is included in equipment and other rents on the consolidated income statements and is reported net of lease income. Lease income was not material to the results of operations for 2025, 2024 or 2023.

CSX 2025 Form 10-K p.80

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7. Leases, continued

The following table presents information about future lease payments and balances related to operating leases as of December 31, 2025 .

(Dollars in Millions) December 2025
Maturity of Lease Liabilities Lease Payments
2026 $ 69  
2027 62  
2028 49  
2029 44  
2030 39  
Thereafter 1,055  
Total Undiscounted Operating Lease Payments $ 1,318  
Less: Imputed Interest ( 772 )
Present Value of Operating Lease Liabilities $ 546  

(Dollars in Millions) 2025 2024
Balance Sheet Classification
Right of Use Asset $ 464   $ 487  

Current Lease Liabilities (Included in Other Current Liabilities) 67   73  
Long-term Lease Liabilities 479   486  
Total Operating Lease Liabilities $ 546   $ 559  

Other Information
Weighted-average Remaining Lease Term for Operating Leases 30 years 30 years
Weighted-average Discount Rate for Operating Leases 5.1   % 5.1   %

Cash Flows
As of December 2025 and 2024, the Company's right-of-use asset was valued at $ 464  million and $ 487  million, respectively. Right of use assets of $ 38  million and $ 54  million were recognized as non-cash asset additions due to new operating lease liabilities during the years ended 2025 and 2024, respectively. Cash paid for amounts included in the present value of operating lease liabilities was $ 83  million and $ 81  million during the years ended 2025 and 2024, respectively, and is included in operating cash flows.

CSX 2025 Form 10-K p.81

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 7. Leases, continued

Operating Lease Costs
These costs are primarily related to long-term operating leases, but also include immaterial amounts for variable leases and short-term leases with terms greater than 30 days. These amounts are shown in the table below.

  Years Ended
(Dollars in Millions) 2025 2024 2023
Rent Expense on Operating Leases $ 112   $ 117   $ 109  

Finance Leases
Finance leases are included in properties - net and long-term debt on the consolidated balance sheets and were not material as of December 2025 or December 2024. The associated amortization expense and interest expense are included in depreciation and interest expense, respectively, on the consolidated income statements and were not material to the results of operations for 2025, 2024 or 2023.

NOTE 8.   Commitments and Contingencies

Purchase Commitments
In 2025, CSXT revised and expanded its long-term locomotive agreement with a third party. The new agreement contains commitments related to a long-term maintenance program that covers a portion of CSXT's fleet of locomotives, specific locomotive rebuilds and an agreement to purchase additional locomotives. The maintenance program costs are based on the maintenance cycle for each covered locomotive, which is determined by the asset's utilization and type. Expected future costs may change as required maintenance schedules are revised and locomotives are placed into or removed from active service. The rebuild program costs are based on the condition of locomotive units and the Company's plan for rebuilding existing locomotives. Under CSXT’s current obligations, the maintenance agreement will expire no earlier than 2035 and CSXT is contractually committed to locomotive rebuilds through 2029. Additionally, CSXT is contractually obligated to purchase a total of 100 new locomotives between 2026 and 2028.

The following table summarizes CSXT’s payments, including prepayments, for the long-term maintenance and rebuild program, which covers approximately 1,900 locomotives with payments based on active status during the period. The 2025 payment amount includes a $ 96  million prepayment for 2026 locomotive maintenance services, which is included in other current assets on the consolidated balance sheet, as well as $ 14  million for pre-owned locomotives received in 2025.

  Years Ended
(Dollars in Millions) 2025 2024 2023
Amounts Paid $ 456   $ 311   $ 236  

    
CSX 2025 Form 10-K p.82

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8.  Commitments and Contingencies, continued

Total payments under the agreement are estimated in the table below and include payments related to locomotive rebuilds, the long-term locomotive maintenance program, and locomotive purchases.

Additionally, the Company has various other commitments to purchase technology, communications, track maintenance services and materials, and other services from various suppliers.  Total annual payments under all of these purchase commitments are also estimated in the table below.

(Dollars in Millions) Locomotive Maintenance, Rebuild & Purchases Other
Commitments Total
2026 $ 387   $ 153   $ 540  
2027 579   103   682  
2028 659   64   723  
2029 521   24   545  
2030 288   25   313  
Thereafter 835   37   872  
Total $ 3,269   $ 406   $ 3,675  

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 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.
    
CSX 2025 Form 10-K p.83

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8.  Commitments and Contingencies, continued

The Company is able to estimate a range of possible loss for certain matters for which a loss is reasonably possible in excess of reserves established. The Company has estimated this range to be $ 2 million to $ 72 million in the aggregate as of December 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.

Fuel Surcharge Antitrust Litigation
In May 2007, class action lawsuits were filed against CSXT and three other U.S.-based Class I railroads alleging that the defendants' fuel surcharge practices relating to contract and unregulated traffic resulted from an illegal conspiracy in violation of antitrust laws. The class action lawsuits were transferred to federal court in the District of Columbia for coordinated or consolidated pre-trial proceedings. In 2017, the District Court issued its decision denying class certification. On August 16, 2019, the U.S. Court of Appeals for the D.C. Circuit affirmed the District Court’s ruling.

Although the class was not certified, individual shippers have since brought claims against the railroads, which were also transferred to federal court in the District of Columbia for pre-trial proceedings but before a different judge. In March 2024, the original case was reassigned to the judge in the later-filed case. The railroads filed motions for summary judgment on July 17, 2024 with the briefing completed in December 2024. The judge held a hearing on the railroads' summary judgment motions on June 18, 2025, and granted summary judgment in favor of the railroads on June 24, 2025, ordering the cases closed. Most of the individual shippers have appealed the summary judgment ruling to the U.S. Court of Appeals for the D.C. Circuit, and briefing of the appeal is scheduled to conclude in April 2026.

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.

CSX 2025 Form 10-K p.84

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8.  Commitments and Contingencies, continued

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.

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.

On October 2, 2025, Occidental Petroleum Corporation announced a definitive agreement for Berkshire Hathway to acquire Occidental’s chemical business, which had been separated into its own entity as a result of Occidental having completed a divisive merger under Texas law that divided its overall business into two entities. Occidental Chemical Corporation, a Texas corporation (“New Occidental”), now holds the company’s manufacturing assets, while Environmental Resource Holdings, also a Texas corporation (“ERH”), holds legacy environmental liabilities, including those related to the Lower Passaic River. This transaction, through which Occidental Petroleum Corporation sold all equity interests in New Occidental to Berkshire Hathaway, closed on January 2, 2026. On February 6, 2026, a group of parties, including Pharmacia, filed a complaint in New Jersey federal court seeking a declaratory judgment that New Occidental remains jointly and severally liable with ERH for CERCLA liability related to the Lower Passaic River.

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.
CSX 2025 Form 10-K p.85

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 8.  Commitments and Contingencies, continued

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 5, 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 related 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 received correspondence from the SEC on July 10, 2025, indicating that the agency had concluded its investigation and does not intend to recommend an enforcement action.

NOTE 9.  Employee Benefit Plans

The Company sponsors defined benefit pension plans principally for salaried, management personnel. For employees hired prior to 2003, the plans provide eligible employees with retirement benefits based predominantly on years of service and compensation rates near retirement. For employees hired between 2003 and 2019, benefits are determined based on a cash balance formula, which provides benefits by utilizing interest and pay credits based upon age, service and compensation. The CSX Pension Plan, the largest plan based on benefit obligation, was closed to new participants in 2020.

The Company engages independent actuaries to 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. In order to perform this valuation, the actuaries are provided with the details of the population covered at the beginning of the year, summarized in the table below, and projects that population forward to the end of the year .

As of
Pension Plan Participants: January 1, 2025
Active Employees 2,233  
Retirees and Beneficiaries 10,909  
Terminated Vested and Other
3,108  
Total 16,250  

 
CSX 2025 Form 10-K p.86

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

The benefit obligation for these plans represents the liability of the Company for current and former employees and is affected primarily by the following:

• service cost (benefits attributed to employee service during the period);
• interest cost (interest on the liability due to the passage of time);
• actuarial gains/losses (experience during the year different from that assumed and changes in plan assumptions); and
• benefits paid to participants.

Cash Flows
Plan assets are amounts that have been segregated and restricted to provide qualified pension plan benefits and include amounts contributed by the Company and amounts earned from invested contributions, net of benefits paid. 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. The Company funds the cost of nonqualified pension benefits on a pay-as-you-go basis. No qualified pension plan contributions were made during 2025, 2024 and 2023. No contributions to the Company's qualified pension plans are expected in 2026.

     Future expected benefit payments are as follows:

Expected Cash Flows (Dollars in Millions):
Pension Benefits
2026 $ 187  
2027 183  
2028 182  
2029 180  
2030 179  
2031-2035 868  
Total $ 1,779  

Plan Assets
The Company outsources investment management related to pension plan assets. The CSX Investment Committee (the “Investment Committee”), whose members are selected by the Executive Vice President and Chief Financial Officer, is responsible for setting policy and oversight of investment management. The Investment Committee and investment manager utilize an investment asset allocation strategy that is monitored on an ongoing basis and updated periodically in consideration of plan or employee changes, or changing market conditions. Periodic studies provide an extensive modeling of asset investment return in conjunction with projected plan liabilities and seek to evaluate how to maximize return within the constraints of acceptable risk. 

CSX 2025 Form 10-K p.87

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

The current asset allocation targets 30 % growth-oriented investments and 70 % immunizing investments. The growth-oriented portfolio consists of return-seeking investments that are diversified across geography, market capitalization, and asset class. The immunizing portfolio is comprised of a customized mix of fixed income and cash investments designed to reduce liability risk. Allocations are evaluated for levels within 5 % of targeted allocations and are adjusted quarterly as necessary. 

The distribution of pension plan assets as of the measurement date is shown in the table below, and these assets are reported net of pension liabilities on the balance sheet.

  December 2025 December 2024
    Percent of   Percent of
(Dollars in Millions) Amount Total Assets Amount Total Assets
Equity $ 597   24   % $ 709   29   %
Fixed Income 112   5   57   3  
Cash and Cash Equivalents 35   1   18   1  
Growth-Oriented $ 744   30   % $ 784   33   %
Fixed Income 1,623   66   1,129   46  
Cash and Cash Equivalents 107   4   496   21  
Immunizing $ 1,730   70   % $ 1,625   67   %
Total $ 2,474   100   % $ 2,409   100   %

Under the supervision of the Investment Committee, the investment manager selects investments or fund managers in accordance with standards of prudence applicable to asset diversification and investment suitability. The Company also selects fund managers with differing investment styles and benchmarks their investment returns against appropriate indices. Fund investment performance is continuously monitored. Acceptable performance is determined in the context of the long-term return objectives of the fund and appropriate asset class benchmarks.

Within the Company's equity funds, domestic stock is diversified among large and small capitalization stocks. International stock is diversified in a similar manner as well as in developed versus emerging markets stocks. Guidelines established with individual managers can limit investment by industry sectors, individual stock issuer concentration and the use of derivatives and CSX securities.

Fixed income securities guidelines established with individual managers specify the types of allowable investments, such as government, corporate and asset-backed bonds, target certain allocation ranges for domestic and foreign investments and limit the use of certain derivatives. Additionally, guidelines stipulate minimum credit quality constraints and any prohibited securities. For detailed information regarding the fair value of pension assets, see Note 13, Fair Value Measurements .
CSX 2025 Form 10-K p.88

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

Benefit Obligation, Plan Assets and Funded Status
Changes in benefit obligation and the fair value of plan assets for the 2025 and 2024 plan years are as follows:

  Pension Benefits
  Plan Year Plan Year
(Dollars in Millions) 2025 2024
Actuarial Present Value of Benefit Obligation    
Accumulated Benefit Obligation $ 2,133   $ 2,115  
Projected Benefit Obligation 2,213   2,192  

Change in Projected Benefit Obligation:    
Projected Benefit Obligation at   Beginning of Plan Year
$ 2,192   $ 2,343  
Service Cost (a)
24   27  
Interest Cost 109   106  

Actuarial Loss (Gain) 64   ( 107 )
Benefits Paid ( 176 ) ( 177 )
Benefit Obligation at End of Plan Year $ 2,213   $ 2,192  

Change in Plan Assets:    
Fair Value of Plan Assets at Beginning of Plan Year $ 2,409   $ 2,465  
Actual Return on Plan Assets 223   104  

Non-qualified Employer Contributions 18   17  
Benefits Paid ( 176 ) ( 177 )
Fair Value of Plan Assets at End of Plan Year $ 2,474   $ 2,409  
Funded Status at End of Plan Year $ 261   $ 217  

(a) Service cost for 2025 and 2024 includes capitalized service costs of $ 4  million and $ 3  million, respectively.

In 2025, the $ 64  million actuarial loss for pension benefits was driven by a 25 basis point decrease in the weighted average discount rate, census data updates and other assumption changes. The $ 107  million net actuarial gain for pension benefits in 2024 was driven by a 68 basis point increase in the weighted average discount rate, partially offset by changes to census data.

CSX 2025 Form 10-K p.89

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

For qualified plan funding purposes, assets and discounted liabilities are measured in accordance with the Employee Retirement Income Security Act ("ERISA"), as well as other related provisions of the Internal Revenue Code and related regulations. Under these funding provisions and the alternative measurements available thereunder, the Company estimates its unfunded obligation for qualified plans on an annual basis.

The Company has recognized the funded status of a pension plan by recording a liability (underfunded plan) or asset (overfunded plan) for the difference between the projected benefit obligation and the fair value of plan assets at the plan measurement date.  Amounts related to pension benefits recorded in other long-term assets, labor and fringe benefits payable and other long-term liabilities on the balance sheet are as follows:

  Pension Benefits
  December December
(Dollars in Millions) 2025 2024
Amounts Recorded in Consolidated  
Balance Sheets:    
Long-term Assets $ 447   $ 403  
Current Liabilities ( 17 ) ( 17 )
Long-term Liabilities ( 169 ) ( 169 )
Net Amount Recognized in Consolidated Balance Sheets $ 261   $ 217  

Long-term assets as of December 2025 and 2024 in the preceding table relate to qualified pension plans where assets exceed projected benefit obligations. Current and long-term liabilities relate to plans where projected benefits obligations exceed assets. The Company's only plan with a net liability status is the unfunded non-qualified pension plan, which has no plan assets. This plan had a projected benefit obligation of $ 186  million and $ 186  million and an accumulated benefit obligation of $ 179  million and $ 178  million, as of December 31, 2025 and 2024, respectively.

CSX 2025 Form 10-K p.90

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

Net Benefit Expense
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. The following table describes the components of net periodic benefit expense (credit) recorded on the income statement.

Pension Benefits
Years Ended
(Dollars in Millions) 2025 2024 2023
Service Cost Included in Labor and Fringe $ 20   $ 24   $ 24  

Interest Cost 109   106   111  
Expected Return on Plan Assets ( 160 ) ( 168 ) ( 164 )
Amortization of Net Loss 23   18   29  

Total Income Included in Other Income - Net $ ( 28 ) $ ( 44 ) $ ( 24 )
Net Periodic Benefit Credit $ ( 8 ) $ ( 20 ) $ —  

Pension Adjustments
The following table shows the pre-tax change in other comprehensive loss (income) attributable to certain components of net benefit expense and the change in benefit obligation for CSX for pension benefits.

(Dollars in Millions) Pension Benefits
Components of Other Comprehensive Years Ended
Loss (Income) 2025 2024
Recognized in the Balance Sheet    
Loss (Gains) $ 1   $ ( 42 )
Recognized in the Income Statement
Amortization of Net Losses $ 23   $ 18  

As of December 2025, the balance to be amortized related to the Company's pension obligations is a pre-tax loss of $ 498 million. This amount is included in accumulated other comprehensive loss, a component of shareholders’ equity.

CSX 2025 Form 10-K p.91

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

Assumptions
The expected long-term average rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for benefits included in the projected benefit obligation. In estimating that rate, the Company gives appropriate consideration to the historical returns earned by the plan assets in the funds, forward-looking economic assumptions, fees and other costs to be paid out of plan assets, and the current and projected asset mix of the funds. Management, with the assistance of the outsourced investment manager, balances market expectations obtained from various investment managers with both market and actual plan historical returns to develop a reasonable estimate of the expected long-term rate of return on assets. This assumption is reviewed annually and adjusted as deemed appropriate. 

The Company measures the service cost and interest cost components of the net pension benefits expense by using individual spot rates matched with separate cash flows for each future year. The weighted averages of assumptions used by the Company to value its pension obligations were as follows:

  Pension Benefits
  2025 2024
Expected Long-term Return on Plan Assets:    
Benefit Cost for Current Plan Year 6.75   % 6.75   %
Benefit Cost for Subsequent Plan Year 6.25   % 6.75   %

Discount Rates:    
Benefit Cost for Plan Year
Service Cost for Plan Year 5.61   % 4.90   %
Interest Cost for Plan Year 5.20   % 4.72   %
Benefit Obligation at End of Plan Year 5.25   % 5.50   %

Salary Scale Inflation 4.80   % 4.80   %
Cash Balance Plan Interest Credit Rate 3.75   % 3.75   %

CSX 2025 Form 10-K p.92

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 9.  Employee Benefit Plans, continued

Post-retirement Medical Plan
In addition to these plans, the Company sponsors an unfunded post-retirement medical plan and a life insurance plan that provide certain benefits to full-time, salaried, management employees hired prior to 2003 upon their retirement if certain eligibility requirements are met. The accumulated post-retirement benefit obligation related to this plan was $ 46  million and $ 49  million, respectively, as of December 31, 2025 and 2024. Through 2034, total future expected benefit payments related to this plan were $ 42  million. Expenses in 2025, 2024 and 2023 related to this plan were not material.

Other Plans
The Company maintains savings plans for virtually all full-time salaried employees and certain employees covered by collective bargaining agreements. Expense associated with these plans was $ 39 million, $ 40 million and $ 35 million for 2025, 2024 and 2023, respectively, and is included in labor and fringe expense on the consolidated income statement.

Under collective bargaining agreements, the Company participates in a multi-employer benefit plan, which provides certain post-retirement health care and life insurance benefits to eligible contract employees. Premiums under this plan are expensed as incurred and were not material in 2025, 2024 or 2023.

Under the terms of collective bargaining agreements that cover union-represented employees, Quality Carriers contributes to two multi-employer pension plans. These plans provide defined benefits to retired participants. Both of these pension plans are in Pension Protection Act zone “red”, meaning they are at least 65% underfunded. Formal rehabilitation plans have been adopted. Based on information provided to the Company from the administrators of these plans, Quality Carriers’ portion of the contingent liability in the event of a full withdrawal or termination from these plans is estimated to be $ 284  million. Of this amount, $ 280  million relates to the Central States Southeast and Southwest Areas Pension Plan and is based on information as of December 31, 2024, which is the latest information available at the date the financial statements were issued. The Company does not currently intend to withdraw from any of these multi-employer pension plans. Required monthly contributions to these plans are not material.

CSX 2025 Form 10-K p.93

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 10.   Debt and Credit Agreements

Debt at December 2025 and December 2024 is shown in the table below. For information regarding the fair value of debt, see Note 13, Fair Value Measurements .

Maturity at
December Average
Interest
Rates at
December December December
(Dollars in Millions) 2025 2025 2025 2024
Notes 2026-2068 4.4 % $ 18,858   $ 18,492  
Equipment Obligations (a)
2027 4.3 % —   1  
Finance Leases 2026-2032 4.7 % 15   10  

Subtotal Long-term Debt (Including Current Portion)   $ 18,873   $ 18,503  
Less Debt Due within One Year     ( 708 ) ( 606 )
Long-term Debt (Excluding Current Portion)     $ 18,165   $ 17,897  

(a) Equipment obligations are secured by an interest in certain railroad equipment.

Total activity related to long-term debt during 2025 is as follows:

(Dollars in Millions) Current Portion Long-term Portion Total
Long-term Debt as of December 31, 2024
$ 606   $ 17,897   $ 18,503  
2025 Activity:
Long-term Debt Issued —   900   900  
Long-term Debt Repaid ( 613 ) —   ( 613 )
Reclassifications 703   ( 703 ) —  

Hedging, Discount, Premium and Other Activity 12   71   83  

Long-term Debt as of December 31, 2025 $ 708   $ 18,165   $ 18,873  

Debt Issuance
On March 10, 2025, CSX issued an initial $ 600  million of 5.05 % notes due 2035. On October 23, 2025, CSX further issued $ 300  million of 5.05 % notes due 2035, which was a reopening of the existing notes originally issued in March 2025. On September 18, 2024, CSX issued $ 550  million of 4.90 % notes due 2055. In September 2023, CSX issued $ 600  million of 5.20 % notes due 2033. 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 from debt issuances will be used for general corporate purposes, which may include debt repayments, repurchases of CSX’s common stock, capital investment and working capital requirements. For more information regarding debt payable to a related party, see Note 15, Investment in Affiliates and Related-Party Transactions .
CSX 2025 Form 10-K p.94

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 10.  Debt and Credit Agreements, continued

Long-term Debt Maturities (Net of Discounts, Premiums and Issuance Costs)

(Dollars in Millions)
Maturities at
Years Ending December 2025
2026 $ 708  
2027 1,001  
2028 1,002  
2029 951  
2030 400  
Thereafter 14,811  
Total Long-term Debt Maturities, including current portion $ 18,873  

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 $ 9  million as of December 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 2032 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 $ 14  million and $ 7  million as of December 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 $ 87  million and $ 123  million as of December 31, 2025, and December 31, 2024, respectively, and is included in other long-term liabilities on the consolidated balance sheet.

The swaps expire between 2032 and 2055. 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 table below.

(Dollars in Millions)
December 31, 2025 December 31, 2024
Notional Value of Hedged Notes
$ 1,300   $ 1,050  
Fair Value Asset Adjustment to Hedged Notes 23   7  
Fair Value Liability Adjustment to Hedged Notes ( 87 ) ( 123 )
Carrying Amount of Hedged Notes
$ 1,236   $ 934  

CSX 2025 Form 10-K p.95

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 10.  Debt and Credit Agreements, continued

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.

(Dollars in Millions)
2025 2024 2023
Interest Expense Impact (Increase) Decrease $ ( 21 ) $ ( 31 ) $ ( 28 )

Cash Flow Hedges
The Company had forward starting interest rate swaps, classified as cash flow hedges, 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 accordance with the Derivatives and Hedging Topic in the ASC, the Company has designated these swaps as cash flow hedges. Under the terms of the Adjustable Interest Rate (LIBOR) Act, the reference rate on the swaps were automatically replaced with daily compounded SOFR plus the fallback spread on July 1, 2023, the LIBOR replacement date.

The Company executed settlements of $ 114  million and $ 226  million of the aggregate $ 500  million notional value of cash flow hedges in 2024 and 2023, respectively. These settlements resulted in CSX receiving cash payments of $ 52  million in 2024 and $ 95  million in 2023, which are included in other operating activities on the consolidated cash flow statement. A partial settlement also took place in 2022. As of December 31, 2025, and December 31, 2024, no unsettled aggregate notional value of these swaps remained and there was no related asset or liability.

Unrealized gains or losses associated with changes in the fair value of the hedge are recorded net of tax in accumulated other comprehensive income (“AOCI”) on the consolidated balance sheet. As these swaps were fully settled in 2024, subsequent gains or losses are attributable to tax effects. The unrealized gain associated with the settled portion of the hedges will continue to be classified in AOCI until the associated debt instrument is issued in the future. The unrealized gain or loss in AOCI will be recognized in earnings as an adjustment to interest expense over the same period during which the hedged transaction affects earnings. Unrealized amounts related to the hedge, recorded net of tax in other comprehensive income, are summarized in the table below.

(Dollars in Millions)
2025 2024 2023
Unrealized Gain - Net $ ( 1 ) $ 3   $ —  

See Note 13, Fair Value Measurements , and Note 16, Other Comprehensive Income (Loss) , for other information about the Company's hedges.
CSX 2025 Form 10-K p.96

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 10.  Debt and Credit Agreements, continued

Credit Facilities
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 December 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 December 31, 2025, CSX was in compliance with all covenant requirements under the 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. Proceeds from issuances of the notes are expected to be used for general corporate purposes. At December 31, 2025, the Company had no commercial paper outstanding.

CSX 2025 Form 10-K p.97

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11.   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 following 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.

Years Ended
(Dollars in Millions) 2025 2024 2023

Chemicals $ 2,776   $ 2,850   $ 2,599  
Agricultural and Food Products 1,618   1,644   1,657  
Automotive 1,182   1,226   1,219  
Forest Products 975   1,047   1,012  
Metals and Equipment 869   859   917  
Minerals 832   772   733  
Fertilizers 521   505   516  
Total Merchandise 8,773   8,903   8,653  

Intermodal
2,073   2,047   2,060  

Coal
1,900   2,247   2,484  

Trucking 816   844   882  

Other 530   499   578  

Total $ 14,092   $ 14,540   $ 14,657  

Revenue Recognition
The Company generates revenue from rail freight billings under contracts with customers generally on a rate per carload, container or ton-basis based on length of haul and commodities carried. The Company’s performance obligation arises when it receives a bill of lading (“BOL”) to transport a customer's commodities at a negotiated price contained in a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received, a contract is formed whereby the parties are committed to perform, collectability of consideration is probable and the rights of the parties, shipping terms and conditions, and payment terms are identified. A customer may submit several BOLs for transportation services at various times throughout a service agreement term, but each shipment represents a distinct service that is a separately identified performance obligation.

CSX 2025 Form 10-K p.98

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11. Revenues, continued

The average transit time to complete a rail shipment is between 2 to 7 days depending on market. Payments for transportation services are normally billed once a BOL is received and are generally due within 15 days after the invoice date. The Company recognizes revenue over transit time of freight as it moves from origin to destination. Revenue for services started but not completed at the reporting date is allocated based on the relative transit time in each reporting period, with the portion allocated for services subsequent to the reporting date considered remaining performance obligations.

The certain key estimates included in the recognition and measurement of revenue and related accounts receivable are as follows:
• Revenue associated with shipments in transit, which is recognized ratably over transit time and is based on average cycle times to move commodities and products from their origin to their final destination or interchange;
• Adjustments to revenue for billing corrections and billing discounts;
• Adjustments to revenue for overcharge claims filed by customers, which are based on historical payments to customers for rate overcharges as a percentage of total billing; and
• Incentive-based refunds to customers, which are primarily volume-related, are recorded as a reduction to revenue on the basis of the projected liability (this estimate is based on historical activity, current volume levels and forecasted future volume).

Revenue related to interline transportation services that involve the services of another party, such as another railroad, is reported on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue.

Trucking revenue includes revenue from the operations of Quality Carriers and is mostly comprised of truck shipments of chemicals. A performance obligation arises when Quality Carriers receives a customer order to transport a commodity at a contracted rate. Revenue is recorded on a gross basis ratably over transit time.

Other revenue is recorded upon completion of the service and is comprised of revenue from regional subsidiary railroads and incidental charges, including demurrage, intermodal storage and equipment usage, and switching. Revenue from regional subsidiary railroads includes shipments by railroads that the Company does not directly operate. Demurrage represents charges assessed when freight cars are held by a customer beyond a specified period of time. Intermodal storage represents charges for customer storage of containers at an intermodal terminal, ramp facility or offsite location beyond a specified period of time. Switching represents charges assessed when a railroad switches cars for a customer or another railroad.

During 2025, 2024 and 2023, revenue recognized from performance obligations related to prior periods was not material.

CSX 2025 Form 10-K p.99

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 11. Revenues, continued

Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date . This includes the unearned portion of billed and unbilled amounts for cancellable freight shipments in transit. The Company expects to recognize the unearned portion of revenue for freight services in transit within one week of the reporting date. As of December 31, 2025, remaining performance obligations were not material.

Contract Balances and Accounts Receivable
The timing of revenue recognition, billings and cash collections results in accounts receivable and customer advances and deposits (contract liabilities) on the consolidated balance sheets. Contract assets, contract liabilities and deferred contract costs recorded on the consolidated balance sheet as of December 31, 2025, and December 31, 2024, were not material.

The Company’s accounts receivable - net consists of freight and non-freight receivables, reduced by an allowance for credit losses.

(Dollars in Millions) December 31,
2025 December 31,
2024

Freight Receivables $ 932   $ 1,012  
Freight Allowance for Credit Losses ( 23 ) ( 16 )
Freight Receivables, net 909   996  

Non-Freight Receivables 404   343  
Non-Freight Allowance for Credit Losses ( 15 ) ( 13 )
Non-Freight Receivables, net 389   330  
Total Accounts Receivable, net $ 1,298   $ 1,326  

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 non-revenue receivables, including government reimbursement receivables. 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 2025 and 2024.

CSX 2025 Form 10-K p.100

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 12.   Income Taxes

Earnings before income taxes of $ 3.8 billion, $ 4.6 billion and $ 4.8 billion for the years ended 2025, 2024 and 2023, respectively, nearly all of which represents earnings from domestic operations. The breakdown of income tax expense between current and deferred is as follows:

Years Ended
(Dollars in Millions) 2025 2024 2023
Current:
Federal $ 553   $ 873   $ 851  
State 133   200   184  
Subtotal Current $ 686   $ 1,073   $ 1,035  

Deferred:      
Federal 195   26   110  
State ( 1 ) ( 14 ) 16  
Subtotal Deferred $ 194   $ 12   $ 126  
Total Income Tax Expense $ 880   $ 1,085   $ 1,161  

The Company recorded a 2025 income tax benefit of $ 43  million primarily as a result of a change in the valuation of the state deferred tax liability as a result of filing the 2024 tax returns, other state tax planning, and a tax credit purchase benefit. In 2024, the Company recorded an income tax benefit of $ 31  million primarily as a result of state legislative changes and a change in the valuation of the state deferred tax liability as a result of filing the 2023 tax returns. In 2023, the Company recorded an income tax benefit of $ 22  million primarily from a change in the valuation of the state deferred tax liability.

CSX 2025 Form 10-K p.101

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 12.  Income Taxes, continued

2025 Income Tax Expense Reconciliation and Cash Payments
The tables in this section present information on income tax expenses and payments for 2025. Prior period values are not presented, as these disclosure requirements have been implemented on a prospective basis. The principal factors contributing to the difference between the effective income tax rate and the U.S. statutory federal income tax rate are as follows:

(Dollars in Millions) 2025
Amount Percentage
U.S. Federal Statutory Rate $ 792   21.0   %
State and Local Income Taxes, Net of Federal Tax Effect (a)
102   2.7  
Foreign Tax Effects 3   0.1  
Tax Credits ( 17 ) ( 0.5 )
Nontaxable or Nondeductible Items ( 24 ) ( 0.6 )
Other Adjustments 24   0.6  
Effective Income Tax Rate $ 880   23.3   %

(a) The states that contribute to the majority (greater than 50% combined) of the tax effect in this category include Indiana, Virginia, Pennsylvania, Florida, and Alabama, listed in descending order of tax effect.

The amount of cash taxes paid by the Company are shown in the table below. Payments in 2025 include $ 429  million of previously postponed federal and state taxes related to the 2024 tax year, with no postponements available for 2025. There were no individual jurisdictions with cash taxes paid that equaled or exceeded 5% of income taxes paid in 2025.

(Dollars in Millions)
2025
Federal (a)
$ 938  
State 161  
Foreign 3  
Total $ 1,102  

(a) Federal cash tax payments include tax credits purchased of $ 200  million.

Income Tax Expense Reconciliation for Comparative Periods
Income tax expense reconciled to the tax computed at statutory rates for comparative periods, which are not subject to the requirements of ASU 2023-09, is presented in the following table. 

  Years Ended
(Dollars in Millions)
2024 2023

Federal Income Taxes $ 957   21.0   % $ 1,014   21.0   %
State Income Taxes 147   3.2   % 158   3.3   %

Other ( 19 ) ( 0.4 ) % ( 11 ) ( 0.2 ) %
Income Tax Expense/ Rate $ 1,085   23.8   % $ 1,161   24.1   %

CSX 2025 Form 10-K p.102

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 12.  Income Taxes, continued

Balance Sheet and Other Information
The primary factors in the change in year-end net deferred income tax liability balances include the annual provision for deferred income tax expense and accumulated other comprehensive income (loss). The significant components of deferred income tax assets and liabilities include:

  2025 2024
(Dollars in Millions) Assets Liabilities Assets Liabilities

Accelerated Depreciation $ —   $ 7,835   $ —  $ 7,651  
Other 560   639   568   642  
Total $ 560   $ 8,474   $ 568   $ 8,293  
Net Deferred Income Tax Liabilities   $ 7,914     $ 7,725  

The Company files a consolidated federal income tax return, which includes its principal domestic subsidiaries. CSX and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. CSX participated in a contemporaneous IRS audit of tax years 2025, 2024 and 2023. Federal examinations of original federal income tax returns for all years through 2023 are resolved.

As of December 2025 and 2024, the Company had approximately $ 21 million and $ 20 million, respectively, of total unrecognized tax benefits as a result of uncertain tax positions. Net tax benefits of $ 16 million and $ 16 million as of December 2025 and 2024, respectively, could favorably impact the effective income tax rate in each year. The Company does not expect that unrecognized tax benefits as of December 2025 for various state and federal income tax matters will significantly change over the next 12 months. The final outcome of these uncertain tax positions is not yet determinable. There were no material changes to the total gross unrecognized tax benefits and prior year audit resolutions of the Company during the years ended 2025, 2024, or 2023.
    
CSX’s continuing practice is to recognize net interest and penalties related to income tax matters in income tax expense. Accrued interest and penalties were not material as of December 2025 or 2024. Additionally, expenses from changes to the reserves for interest and penalties were not material in 2025, 2024, or 2023.

CSX 2025 Form 10-K p.103

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements

The Financial Instruments Topic in the ASC requires disclosures about fair value of financial instruments in annual reports as well as in quarterly reports. For CSX, this statement applies to certain investments, pension plan assets, long-term debt and interest rate derivatives. The Fair Value Measurements and Disclosures Topic in the ASC clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value, including on a non-recurring basis, and requires additional disclosures about the use of fair value measurements.  

Various inputs are considered when determining the value of the Company's investments, pension plan assets, long-term debt, interest rate derivatives and long-lived assets. The inputs or methodologies used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these financial instruments. These inputs are summarized in the three broad levels listed below:
• Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets;
• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.); and
• Level 3 – significant unobservable inputs (including the Company’s own assumptions about the assumptions market participants would use in determining the fair value of investments).

The valuation methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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 amount of time deposits as reported in the consolidated balance sheet, using Level 2 inputs, approximate fair value due to their short-term nature. Unrealized gains and losses as of December 31, 2025 and December 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.

CSX 2025 Form 10-K p.104

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

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.

December 2025 December 2024
(Dollars in Millions) Level 1 Level 2 Total Level 1 Level 2 Total

Exchange-traded Funds $ 5   $ —   $ 5   $ 2   $ —   $ 2  
Corporate Bonds —   82   82   —   71   71  

Government Securities —   71   71   —   42   42  
Asset-backed Securities
—   29   29   —   35   35  
Time Deposits —   —   —   —   66   66  
Total Investments at Fair Value $ 5   $ 182   $ 187   $ 2   $ 214   $ 216  

Total investments in debt securities of $ 182 million as of December 31, 2025, and $ 214 as of December 31, 2024, had an amortized cost of $ 181 million and $ 218 million, respectively. These investments have the following maturities:

(Dollars in Millions) December 2025 December 2024
Less than 1 year $ 5   $ 72  
1 - 5 years 94   72  
5 - 10 years 42   23  
Greater than 10 years 41   47  
Total Investments at Fair Value (a)
$ 182   $ 214  

(a) Exchange-traded funds are excluded as there is no stated contractual maturity date.

CSX 2025 Form 10-K p.105

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

Long-term Debt
Long-term debt, which includes finance leases, 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 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 of outstanding debt fluctuates with changes in a number of factors. Such factors include, but are not limited to, interest rates, market conditions, credit ratings, values of similar financial instruments, size of the instrument, cash flow projections and comparable trades. Fair value will exceed carrying value when the current market interest rate is lower than the interest rate at which the debt was originally issued. The fair value of a company's debt is a measure of its current value under present market conditions. It does not impact the financial statements under current accounting rules.   

The fair value and carrying value of the Company's long-term debt is as follows:

(Dollars in Millions) December 2025 December 2024
Long-term Debt (Including Current Maturities):    
Fair Value $ 17,305   $ 16,481  
Carrying Value 18,873   18,503  

Interest Rate Derivatives
The Company’s fixed-to-floating interest rate swaps are carried at their respective fair values, which are 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 fixed-to-floating interest rate swaps are Level 2 inputs. The fair value of the Company’s fixed-to-floating interest rate swaps was an asset of $ 23  million and $ 7  million (for swaps entered in 2023 and 2025) and a liability of $ 87  million and $ 123  million (for swaps entered in 2022) as of December 31, 2025 and December 31, 2024, respectively.

Changes in interest rates no longer impact the fair value of the Company’s forward starting interest rate swaps because they are fully settled as of December 31, 2025. See Note 10, Debt and Credit Agreements, for further information.
CSX 2025 Form 10-K p.106

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

Pension Plan Assets
    Pension plan assets are reported at fair value, net of pension liabilities, on the consolidated balance sheet. See Note 9, Employee Benefit Plans, for further information. There are several valuation methodologies used for those assets as described below.
Investments in the Fair Value Hierarchy
• Common stock and Exchange-Traded Funds (Level 1): Valued at the closing price reported on the active market on which the securities are traded on the last day of the year and classified in Level 1 of the fair value hierarchy.
• Mutual funds (Level 1 ): Valued at the net asset value of shares held at year end based on quoted market prices determined in an active market. These assets are classified in Level 1 of the fair value hierarchy.
• Cash and cash equivalents (Level 1) : Includes cash and short-term investments with an original maturity of three months or less. The carrying value of cash and cash equivalents at year end approximates fair value. These assets are classified in Level 1 of the fair value hierarchy.
• Corporate bonds, government securities, asset-backed securities and derivatives (Level 2) : Valued using price evaluations reflecting the bid and/or ask sides of the market for a similar investment at year end. Asset-backed securities include commercial mortgage-backed securities and collateralized mortgage obligations. These assets are classified in Level 2 of the fair value hierarchy.

Investments Measured at Net Asset Value
• Partnerships: Net asset value of private equity is based on the fair market values associated with the underlying investments at year end. These funds have varying redemption restrictions, but most require advanced notice of at least 15 business days.
• Commingled and common collective trust funds: This class consists of private funds that invest in corporate equity and debt securities, government securities and various short-term debt instruments and are measured at net asset value to estimate the fair value of the investments. The net asset value of the investments is determined by reference to the fair value of the underlying securities, which are valued primarily through the use of directly or indirectly observable inputs. These funds have redemption restrictions that require advanced notice of up to 45 business days .

CSX 2025 Form 10-K p.107

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 13.  Fair Value Measurements, continued

The pension plan assets at fair value by level, within the fair value hierarchy, as of calendar plan years 2025 and 2024 are shown in the table below. For additional information related to pension assets, see Note 9, Employee Benefit Plans .

  December 2025 December 2024
(Dollars in Millions) Level 1 Level 2 Total Level 1 Level 2 Total
Common Stock $ 103   $ —   $ 103   $ 171   $ —   $ 171  
Exchange-Traded Funds
37   —   37   —   —   —  
Mutual Funds 35   —   35   32   —   32  
Cash and Cash Equivalents 142   —   142   514   —   514  
Corporate Bonds —   728   728   —   680   680  
Government Securities —   674   674   —   260   260  
Asset-backed Securities, Derivatives and Other —   15   15   —   14   14  
Total Investments in the Fair Value Hierarchy $ 317   $ 1,417   $ 1,734   $ 717   $ 954   $ 1,671  
Investments Measured at Net Asset Value (a)
n/a n/a $ 740   n/a n/a $ 738  
Investments at Fair Value $ 317   $ 1,417   $ 2,474   $ 717   $ 954   $ 2,409  

(a) Investments measured at net asset value represent certain investments that have been measured at net asset value per share (or its equivalent) and thus are not classified in the fair value hierarchy. The fair value amounts presented in this table are shown to permit reconciliation of the fair value hierarchy to the pension assets disclosed in Note 9, Employee Benefit Plans.

Non-Recurring Fair Value Measurements
The Company re-measured the fair value of intangible assets in 2025 and 2024 related to a goodwill impairment. See Note 18, Goodwill and Other Intangible Assets , for more information.
CSX 2025 Form 10-K p.108

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 14.   Other Income - Net

The Company derives income from items that are not considered operating activities. Income from these items is reported net of related expense. All components of net periodic pension and post-retirement benefit costs, excluding service cost, are included in other income - net on the consolidated income statement. Miscellaneous income (expense) may fluctuate due to timing and includes investment gains and losses, interest income and other non-operating activities. 

For more information about the drivers of changes in net periodic pension and post-retirement benefit credit from 2024 to 2025 and from 2023 to 2024, refer to Note 9, Employee Benefit Plans . Interest income decreased from 2024 to 2025 primarily as a result of lower average investment balances. Interest income increased from 2023 to 2024 primarily as a result of higher average interest rates. Other income – net consisted of the following:

  Years Ended
(Dollars in Millions) 2025 2024 2023
Net Periodic Pension and Post-retirement Benefit Credit (a)
$ 33   $ 50   $ 29  
Interest Income 45   85   79  

Miscellaneous Income 14   7   31  
Total Other Income - Net $ 92   $ 142   $ 139  

(a) Excludes the service cost component of net periodic benefit cost.

CSX 2025 Form 10-K p.109

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 15.   Investment in Affiliates and Related-Party Transactions

CSX's investments in affiliates are included on the consolidated balance sheet as investments in affiliates and other companies.

  December December
(Dollars in Millions) 2025 2024
Conrail $ 1,301   $ 1,245  
TTX 1,055   1,012  
Other Investments in Affiliates 278   263  
Total $ 2,634   $ 2,520  

Conrail
Through a limited liability company, CSX and Norfolk Southern Corporation (“NS”) jointly own Conrail. CSX has a 42 % economic interest and 50 % voting interest in the jointly-owned entity, and NS has the remainder of the economic and voting interests. Pursuant to the Investments-Equity Method and Joint Venture Topic in the ASC, CSX applies the equity method of accounting to its investment in Conrail.

Conrail owns rail infrastructure and operates for the joint benefit of CSX and NS. This is known as the shared asset area. Conrail charges fees for right-of-way usage, equipment rentals and transportation, switching and terminal service charges in the shared asset area. These expenses are included in purchased services and other on the consolidated income statements. Future payments due to Conrail under the shared asset area agreements are shown in the table below.

(Dollars in Millions) Conrail Shared
Years Asset Agreement
2026 $ 39  
2027 39  
2028 39  
2029 16  
2030 —  
Thereafter —  
Total $ 133  

Also, included in equity earnings of affiliates are CSX’s 42 % share of Conrail’s income and its amortization of the fair value write-up arising from the acquisition of Conrail and certain other adjustments. The amortization primarily represents the additional after-tax depreciation expense related to the write-up of Conrail’s fixed assets when the original purchase price, from the 1997 acquisition of Conrail, was allocated based on fair value. This write-up of fixed assets resulted in a difference between CSX's investment in Conrail and its share of Conrail's underlying net equity, which is $ 315 million as of December 2025.

CSX 2025 Form 10-K p.110

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 15.  Investment in Affiliates and Related-Party Transactions, continued

The following table discloses amounts related to Conrail. All amounts in the table below are included in purchased services and other expenses on the Company’s consolidated income statements.

  Years Ended
(Dollars in Millions) 2025 2024 2023

Rents, Fees and Services $ 134   $ 142   $ 132  
Purchase Price Amortization and Other 4   4   4  
Equity Earnings of Conrail ( 57 ) ( 69 ) ( 54 )
Total Conrail Expense $ 81   $ 77   $ 82  

The Company has disclosed amounts below owed to Conrail, or its subsidiaries, representing liabilities under the operating, equipment and shared area agreements with Conrail. As of December 31, 2025, there are two 1.31 % notes due 2050 for the operation of the shared asset area. The notes total $ 441  million and are included in long-term debt on the consolidated balance sheets. Interest expense from these promissory notes was $ 6 million in each 2025, 2024 and 2023.

  December December
(Dollars in Millions) 2025 2024
Balance Sheet Information:    
CSX Accounts Payable to Conrail $ 214   $ 172  
Promissory Notes Payable to Conrail Subsidiary    
1.31 % CSX Promissory Note due December 2050
73   73  
1.31 % CSXT Promissory Note due December 2050
368   368  

TTX Company
TTX Company ("TTX") is a privately-held corporation engaged in the business of providing its owner-railroads with standardized fleets of intermodal, automotive and general use railcars at time and mileage rates. CSX owns about 20 percent of TTX's common stock, and the remaining is owned by the other leading North American railroads and their affiliates. Pursuant to the Investments - Equity Method Topic in the ASC, CSX applies the equity method of accounting to its investment in TTX.

CSX 2025 Form 10-K p.111

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 15.  Investment in Affiliates and Related-Party Transactions, continued

As required by the Related Party Disclosures Topic in the ASC, the following table discloses amounts related to TTX. Car hire rents and equity earnings are included in equipment and other rents expense on the Company’s consolidated income statement.

  Years Ended
(Dollars in Millions) 2025 2024 2023
Income Statement Information:
Car Hire Rents $ 277   $ 256   $ 249  
Equity Earnings of TTX ( 43 ) ( 50 ) ( 49 )
Total TTX Expense $ 234   $ 206   $ 200  

Also included below is balance sheet information related to CSX's payable to TTX, which represents car rental liabilities.

(Dollars in Millions) December December
Balance Sheet Information: 2025 2024
CSX Payable to TTX $ 47   $ 44  

NOTE 16. Other Comprehensive Income (Loss)
    
CSX reports comprehensive earnings or loss in accordance with the Comprehensive Income Topic in the ASC in the consolidated comprehensive income statement. Total comprehensive earnings are defined as 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 equal net earnings plus or minus adjustments for pension and other post-retirement liabilities as well as derivative activity and other adjustments. Total comprehensive earnings represent the activity for a period net of tax and were $ 2.9 billion, $ 3.5 billion and $ 3.8 billion for 2025, 2024 and 2023, respectively.

While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, AOCI represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. For CSX, AOCI is primarily the cumulative balance related to pension and other post-retirement benefit adjustments, interest rate derivatives and CSX's share of AOCI of equity method investees.
CSX 2025 Form 10-K p.112

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 16. Other Comprehensive Income (Loss), continued

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 9, Employee Benefit Plans, for further information. Interest rate derivatives consist of forward starting interest rate swaps classified as cash flow hedges, which were fully settled in 2024. See Note 10, Debt and Credit Agreements, for further information. Items classified as other primarily represent CSX's share of AOCI of equity method investees. Amounts reclassified from other to net earnings are included in purchased services and other or equipment and other rents on the consolidated income statements.

Pension and Other Post-Employment Benefits Interest Rate Derivatives Other Accumulated Other Comprehensive (Loss) Income
(Dollars in Millions)
Balance December 31, 2022, net of tax $ ( 519 ) $ 150   $ ( 41 ) $ ( 410 )
Other Comprehensive Income (Loss)
Income Before Reclassifications 146   16   —   162  
Amounts Reclassified to Net Earnings 18   —   5   23  
Tax Expense ( 35 ) ( 16 ) ( 3 ) ( 54 )
Total Other Comprehensive Income $ 129   $ —   $ 2   $ 131  
Balance December 31, 2023, net of tax $ ( 390 ) $ 150   $ ( 39 ) $ ( 279 )
Other Comprehensive Income (Loss)

Income Before Reclassifications 44   4   —   48  
Amounts Reclassified to Net Earnings 10   —   2   12  
Tax (Expense) Benefit ( 13 ) ( 1 ) 1   ( 13 )
Total Other Comprehensive Income $ 41   $ 3   $ 3   $ 47  
Balance December 31, 2024, net of tax $ ( 349 ) $ 153   $ ( 36 ) $ ( 232 )
Other Comprehensive Income (Loss)

Loss Before Reclassifications ( 3 ) —   —   ( 3 )
Amounts Reclassified to Net Earnings 16   —   9   25  
Tax Expense ( 1 ) ( 1 ) ( 1 ) ( 3 )
Total Other Comprehensive Income (Loss) $ 12   $ ( 1 ) $ 8   $ 19  
Balance December 31, 2025, net of tax $ ( 337 ) $ 152   $ ( 28 ) $ ( 213 )

CSX 2025 Form 10-K p.113

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 17. 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. See additional information in Note 1, Nature of Operations and Significant Accounting Policies.

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 2025 Form 10-K p.114

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 17. Segment Reporting and Significant Expenses, continued

The table below presents information about the Company's significant expenses and the required reportable segment reconciliations for the years ended 2025, 2024 and 2023.

Years Ended
December 31, 2025 December 31, 2024 December 31, 2023
(Dollars in Millions) Rail Reconciliation to Consolidated Rail Reconciliation to Consolidated Rail Reconciliation to Consolidated
Revenue $ 13,276   $ 13,696   $ 13,775  

Reconciliation of Revenue
Trucking Revenue (a)
839 851 887
Elimination of intersegment revenues ( 23 ) ( 7 ) ( 5 )
Total Consolidated Revenue $ 14,092   $ 14,540   $ 14,657  

Expense
Labor and Fringe $ 3,049   $ 2,971   $ 2,875  
Purchased Services and Other 2,586 2,380 2,311
Depreciation and Amortization 1,616 1,598 1,550
Fuel
Locomotive 914 978 1,169
Non-Locomotive 99 102 103
Equipment and Other Rents 336 335 334
Gain on Property Disposition ( 13 ) ( 14 ) ( 34 )
Segment Operating Income $ 4,689   $ 5,346   $ 5,467  

Reconciliation of Operating Income
Trucking Expenses (b)
1,007 952 855
Elimination of intersegment expenses ( 23 ) ( 7 ) ( 5 )
Total Consolidated Operating Income $ 4,521   $ 5,245   $ 5,499  

Interest Expense ( 844 ) ( 832 ) ( 809 )
Other Income-Net 92 142 139
Earnings Before Income Taxes $ 3,769   $ 4,555   $ 4,829  

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

(b) Trucking expenses include labor and fringe, purchased services and other, depreciation and amortization, fuel, equipment and other rents, and gains/losses on property dispositions from the operations of Quality Carriers. Rail expenses represent expenses attributable to all CSX entities other than the trucking company, Quality Carriers. Trucking expenses include $ 164  million and $ 108  million impairment charges related to Quality Carriers' goodwill in 2025 and 2024, respectively. See additional information in Note 18, Goodwill and Other Intangible Assets.
CSX 2025 Form 10-K p.115

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 17. Segment Reporting and Significant Expenses, continued

Capital expenditures made by the rail segment were $ 2.9  billion, $ 2.5  billion, and $ 2.2  billion for 2025, 2024 and 2023, respectively. Capital expenditures include $ 470  million in 2025 and $ 50  million in 2024 related to rebuilding the Blue Ridge subdivision as a result of impacts from Hurricane Helene. The total of the rail segment's reportable assets were $ 43.5  billion, $ 42.6  billion, and $ 42.0  billion as of December 31, 2025, 2024 and 2023, respectively, out of total consolidated assets of $ 43.7  billion, $ 42.8  billion, and $ 42.2  billion for the respective years. The remaining non-rail assets are comprised of assets held by the trucking operating segment.

NOTE 18. Goodwill and Other Intangible Assets

The following table presents goodwill and other intangible asset balances and adjustments to those balances for the years ended December 31, 2025, and 2024. There is no remaining goodwill attributed to the Company's trucking operating segment as of December 31, 2025, compared to goodwill of $ 159  million, and $ 245  million as of December 2024 and 2023, respectively. The goodwill balance attributed to the rail segment was $ 80  million at the end of each of the years shown. All intangible assets are attributed to the trucking operating segment.

Goodwill Intangible Assets
(Dollars in Millions) Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount Total Goodwill and Other Intangible Assets - Net
Balance at December 31, 2023 $ 325   $ 206   $ ( 25 ) $ 181   $ 506  
Additions 22   25   —  25   47  
Amortization —  —  ( 12 ) ( 12 ) ( 12 )
Impairment ( 108 ) —  —  —  ( 108 )
Balance at December 31, 2024 $ 239   $ 231   $ ( 37 ) $ 194   $ 433  
Additions 5   5   —  5   10  
Amortization —  —  ( 12 ) ( 12 ) ( 12 )
Impairment ( 164 ) —  —  —  ( 164 )
Balance at December 31, 2025 $ 80   $ 236   $ ( 49 ) $ 187   $ 267  

Additions
During 2025 and 2024 the Company's trucking operating segment, which is solely comprised of Quality Carriers, completed several acquisitions that were immaterial individually and in aggregate. The acquisitions resulted in the addition of $ 5  million and $ 22  million of goodwill in the trucking operating segment in 2025 and 2024, respectively, which were subsequently impaired. Other intangible assets recognized as part of these acquisitions were $ 5  million and $ 25  million in 2025 and 2024, respectively.

Amortization
The Company's intangible assets balance primarily relates to intangibles recognized as part of the acquisition of Quality Carriers in 2021. Intangible assets recognized from the acquisition of $ 180  million consist of $ 150  million of customer relationships and $ 30  million of trade names that will be amortized over a weighted-average period of 20 years and 15 years, respectively.

CSX 2025 Form 10-K p.116

CSX CORPORATION

PART II
Item 8. Financial Statements and Supplementary Data

NOTE 18. Goodwill and Other Intangible Assets, continued

2024 Impairment
The Company performed a quantitative assessment, which used a combination of the income and market approaches, as of October 1, 2024, to estimate the fair value of Quality Carriers. The income approach used a discounted cash flow model with significant assumptions for future revenue growth, EBITDA margin, capital expenditures and discount rate. The market approaches used valuation and transaction multiples for selected guideline public companies. Based on the quantitative assessment, CSX concluded the fair value of Quality Carriers did not exceed the carrying value. As a result, a $ 108  million impairment charge in the trucking operating segment was recorded in operating expense in the accompanying consolidated income statements. These inputs are classified as Level 3 measurements within the fair value hierarchy.

The impairment was driven by lower than previously expected financial performance projections, which were updated during the Company's annual financial plan process that takes place in the fourth quarter. Updates to longer-term projections reflect the effects of a trucking recession that has extended beyond previous expectations as well as higher discount rates.

2025 Impairment
During third quarter 2025, the Company determined that the extended trucking market recession, ongoing economic uncertainty and lower than previously expected financial performance triggered the need to perform an interim impairment assessment for goodwill associated with Quality Carriers. The Company performed a quantitative assessment, which used a combination of the income and market approaches, as of August 1, 2025, to estimate the fair value of Quality Carriers. The income approach used a discounted cash flow model with significant assumptions for future revenue growth, EBITDA margin, capital expenditures and discount rate. The market approach used revenue and EBITDA multiples for selected guideline public companies. These inputs are classified as Level 3 measurements within the fair value hierarchy. Based on the quantitative assessment, CSX concluded the fair value of Quality Carriers did not exceed its carrying value. As a result, all of the remaining Quality Carriers goodwill in the trucking operating segment was determined to be fully impaired and a $ 164  million impairment charge was recorded in operating expense in the accompanying consolidated income statements.

Additional Information
In addition to the quantitative assessment of goodwill, CSX evaluated the recoverability of the long-lived assets on the Quality Carriers reporting unit in the trucking operating segment in 2025 and 2024. Based on these assessments, CSX concluded the carrying values of these assets were recoverable and no impairment was recorded.

The Company performed a qualitative assessment over the goodwill of the reporting units in the rail segment during fourth quarter 2025 and 2024. No impairment was recorded as a result of those assessments.
CSX 2025 Form 10-K p.117

CSX CORPORATION
PART II

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures
As of December 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 December 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.

Management's Report on Internal Control over Financial Reporting
CSX’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the management of CSX, including CSX’s CEO and CFO, CSX conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which is also referred to as COSO. Based on that evaluation, management of CSX concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. Management's assessment of the effectiveness of internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

The Company’s internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

CSX 2025 Form 10-K p.118

CSX CORPORATION
PART II

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of CSX Corporation

Opinion on Internal Control Over Financial Reporting
We have audited CSX Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CSX Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated income statements, comprehensive income statements, statements of changes in shareholders' equity and cash flow statements for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 12, 2026, expressed an unqualified opinion thereon.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

CSX 2025 Form 10-K p.119

CSX CORPORATION
PART II

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Jacksonville, Florida
February 12, 2026
 
CSX 2025 Form 10-K p.120

CSX CORPORATION
PART II

Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal control over financial reporting.

Item 9B.  Other Information
    During the fourth 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.    

Item 9C.  Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.

PART III

Item 10.  Directors, Executive Officers of the Registrant and Corporate Governance
The Company maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees, as well as the Company itself, that the Company believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as listing standards applicable to the Company. A copy of the Company's insider trading policy is filed as Exhibit 19 to this Form 10-K.

In accordance with Instruction G(3) of Form 10-K, the remaining information required by this item is incorporated herein by reference to the Proxy Statement. The Proxy Statement will be filed no later than April 30, 2026, with respect to the 2026 annual meeting of shareholders, except for the information regarding the executive officers of the Company. Information regarding executive officers is included in Part I of this report under the caption "Executive Officers of the Registrant."

Item 11.  Executive Compensation
In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).

Item 13.  Certain Relationships and Related Transactions, and Director Independence
    In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).

Item 14.  Principal Accounting Fees and Services
In accordance with Instruction G(3) of Form 10-K, the information required by this Item is incorporated herein by reference to the Proxy Statement (see Item 10 above).

CSX 2025 Form 10-K p.121

CSX CORPORATION
PART IV

Item 15.  Exhibits, Financial Statement Schedules
(a)(1) Financial Statements

See Index to Consolidated Financial Statements on page 50 .

(2) Financial Statement Schedules
      The information required by Schedule II, Valuation and Qualifying Accounts , is included in Note 5 to the Consolidated Financial Statements, Casualty, Environmental and Other Reserves . All other financial statement schedules are not applicable.
(3) Exhibits
See exhibits listed under part (b) below.

(b) The documents listed below are being filed or have previously been filed on behalf of CSX and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not previously filed are filed herewith. Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant's long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant's total assets, have been omitted and will be furnished to the Commission upon request.

Exhibit designation Nature of exhibit Previously filed
as exhibit to
2.1 Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holding Corporation, Norfolk Southern Corporation, Norfolk Southern Railway Company, CRR Holdings LLC, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC, Pennsylvania Lines LLC, NYC Newco, Inc. and PRR Newco, Inc.
September 2, 2004,
Exhibit 2.1, Form 8-K

3.1 Amended and Restated Articles of Incorporation of CSX Corporation, effective as of December 16, 2014
February 11, 2015,
Exhibit 3.1, Form 10-K
3.2 Articles of Amendment to CSX Corporation's Amended and Restated Articles of Incorporation, as amended
June 7, 2021
Exhibit 3.1, Form 8-K

3.3 Amended and Restated Bylaws of CSX Corporation, effective as of December 7, 2022
December 13, 2022,
Exhibit 3.1, Form 8-K
Instruments Defining the Rights of Security Holders, Including Debentures:
4.1(a)(P) Indenture, dated August 1, 1990, between the Registrant and The Chase Manhattan Bank, as Trustee September 7, 1990,
Form SE
4.1(b)(P) First Supplemental Indenture, dated as of June 15, 1991, between the Registrant and The Chase Manhattan Bank, as Trustee May 28, 1992,
Exhibit 4(c), Form SE
4.1(c) Second Supplemental Indenture, dated as of May 6, 1997, between the Registrant and The Chase Manhattan Bank, as Trustee
June 5, 1997,
Exhibit 4.3, Form S-4
(Registration No. 333-28523)

4.1(d) Third Supplemental Indenture, dated as of April 22, 1998, between the Registrant and The Chase Manhattan Bank, as Trustee
May 12, 1998,
Exhibit 4.2, Form 8-K

4.1(e) Fourth Supplemental Indenture, dated as of October 30, 2001, between the Registrant and The Chase Manhattan Bank, as Trustee
November 7, 2001,
Exhibit 4.1, Form 10-Q

4.1(f) Fifth Supplemental Indenture, dated as of October 27, 2003 between the Registrant and The Chase Manhattan Bank, as Trustee
October 27, 2003,
Exhibit 4.1, Form 8-K

4.1(g) Sixth Supplemental Indenture, dated as of September 23, 2004 between the Registrant and JP Morgan Chase Bank, formerly The Chase  Manhattan Bank, as Trustee
November  3, 2004,
Exhibit 4.1, Form 10-Q

CSX 2025 Form 10-K p.122

CSX CORPORATION
PART IV

Exhibit designation Nature of exhibit Previously filed
as exhibit to
4.1(h) Seventh Supplemental Indenture, dated as of April 25, 2007, between the Registrant and The Bank of New York (as successor to JP Morgan Chase Bank), as Trustee
April 26, 2007,
Exhibit 4.4, Form 8-K

4.1(i) Eighth Supplemental Indenture, dated as of March 24, 2010, between the Registrant and The Bank of New York Mellon (as successor to JP Morgan Chase Bank), as Trustee
April 19, 2010,
Exhibit 4.1, Form 10-Q

4.1(j) Ninth Supplemental Indenture, dated as of February 12, 2019, between CSX and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee (b)
February 12, 2019,
Exhibit 4.1.10, Form S-3ASR

4.1(k) Tenth Supplemental Indenture, dated as of December 10, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee
December 10, 2020
Exhibit 4.3, Form 8-K
4.1(l) Eleventh Supplemental Indenture, dated as of July 28, 2022, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee

July 28, 2022,
Exhibit 4.3, Form 8-K

4.2
Description of Common Stock
February 14, 2024
Exhibit 4.2, Form 10-K

Material Contracts:
10.1 Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, with certain schedules thereto
July 8, 1997,
Exhibit 10, Form 8-K

10.2 Amendment No. 1, dated as of August 22, 1998, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC
June 11, 1999,
Exhibit 10.1, Form 8-K

10.3 Amendment No. 2, dated as of June 1, 1999, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC
June 11, 1999,
Exhibit 10.2, Form 8-K

10.4 Amendment No. 3, dated as of August 1, 2000, to the Transaction Agreement by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation, and CRR Holdings, LLC.
March 1, 2001,
Exhibit 10.34, Form 10-K

10.5 Amendment No. 4, dated and effective as of June 1, 1999, and executed in April 2004, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC
August 6, 2004,
Exhibit 99.1, Form 8-K

10.6 Amendment No. 5, dated as of August 27, 2004, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC
September 2, 2004,
Exhibit 10.1, Form 8-K

10.7 Shared Assets Area Operating Agreement for Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Corporation, with exhibit thereto
June 11, 1999,
Exhibit 10.6, Form 8-K

CSX 2025 Form 10-K p.123

CSX CORPORATION
PART IV

Exhibit designation Nature of exhibit Previously filed
as exhibit to
10.8 Shared Assets Area Operating Agreement for North Jersey, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto
June 11, 1999,
Exhibit 10.4, Form 8-K

10.9 Shared Assets Area Operating Agreement for South Jersey/Philadelphia, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto
June 11, 1999,
Exhibit 10.5, Form 8-K

10.10 Monongahela Usage Agreement, dated as of June 1, 1999, by and among CSX Transportation, Inc., Norfolk Southern Railway Company, Pennsylvania Lines LLC and New York Central Lines LLC, with exhibit thereto
June 11, 1999,
Exhibit 10.7, Form 8-K

10.11 Tax Allocation Agreement, dated as of August 27, 2004, by and among CSX Corporation, Norfolk Southern Corporation, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC and Pennsylvania Lines LLC
September 2, 2004,
Exhibit 10.2, Form 8-K

10.12** CSX Directors’ Deferred Compensation Plan effective January 1, 2005
February 22, 2008,
Exhibit 10.3, Form 10-K

10.13** CSX Directors' Matching Gift Plan (as amended through February 9, 2011)
February 18, 2021,
Exhibit 10.5, Form 10-K

10.14** Special Retirement Plan of CSX Corporation and Affiliated Companies (as amended through February 14, 2001)
March 4, 2002,
Exhibit 10.23, Form 10-K

10.15** Supplemental Retirement Benefit Plan of CSX Corporation and Affiliated Companies (as amended through February 14, 2001)
March 4, 2002,
Exhibit 10.24, Form 10-K

10.16** CSX Stock and Incentive Award Plan
May 7, 2010,
Exhibit 10.1, Form 8-K
10.17**
CSX Executives' Deferred Compensation Plan (as amended and restated effective July 11, 2023)
February 27, 2025,
Exhibit 10.17, Form 10-K

10.18** CSX 2019 Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 22, 2019)
May 8, 2019
Exhibit 10.1, Form 8-K
10.19** Employment Agreement, dated August 29, 2022, between CSX Corporation and Joseph R. Hinrichs
October 21, 2022,
Exhibit 10.1, Form 10-Q
10.20 $1,200,000,000 Five-Year Revolving Credit Agreement, dated as of February 28, 2023, among CSX Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
March 3, 2023
Exhibit 10.1, Form 8-K
10.21** Form of LTIP Performance Unit Award Agreement
April 20, 2023,
Exhibit 10.2, Form 10-Q
10.22** Form of LTIP Performance Unit Award Agreement for Joseph R. Hinrichs
April 20, 2023,
Exhibit 10.3, Form 10-Q
10.23** Form of LTIP Stock Option Agreement
April 20, 2023,
Exhibit 10.4, Form 10-Q
10.24** Form of LTIP Stock Option Agreement for Joseph R. Hinrichs
April 20, 2023,
Exhibit 10.5, Form 10-Q
10.25** Form of LTIP Restricted Stock Unit Award Agreement
April 20, 2023,
Exhibit 10.6, Form 10-Q
10.26** Form of LTIP Restricted Stock Unit Award Agreement for Joseph R. Hinrichs
April 20, 2023,
Exhibit 10.7, Form 10-Q
10.27** CSX Corporation Executive Severance Plan, amended and restated as of July 11, 2023
October 20, 2023,
Exhibit 10.1, Form 10-Q
10.28** Form of Change of Control Agreement for Chief Executive Officer, effective as of July 11, 2023
October 20, 2023,
Exhibit 10.2, Form 10-Q
10.29** Form of Change of Control Agreement for Executive Vice President, effective as of July 11, 2023
October 20, 2023,
Exhibit 10.3, Form 10-Q

CSX 2025 Form 10-K p.124

CSX CORPORATION
PART IV