CSX 10-Q 2026-06-30
Filed 2026-07-22. 8 sections, 149K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(☒) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
(☐) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-8022

CSX CORPORATION
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||||||||||||||
| Virginia | 62-1051971 | |||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||
| 500 Water Street | 15th Floor | Jacksonville | FL | 32202 | 904 | 359-3200 | ||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | (Telephone number, including area code) | ||||||||||||||||||||||||||||||
| No Change | ||||||||||||||||||||||||||||||||
| (Former name, former address and former fiscal year, if changed since last report.) | ||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||||||||||||||||||||
| Common Stock, $1 Par Value | CSX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes (X) No ( )
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer (X) Accelerated Filer ( ) Non-accelerated Filer ( ) Smaller Reporting Company (☐) Emerging growth company (☐)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ( )
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes (☐) No (X)
There were 1,852,474,917 shares of common stock outstanding on June 30, 2026 (the latest practicable date that is closest to the filing date).
CSX Q2 2026 Form 10-Q p.1
CSX CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
INDEX
CSX Q2 2026 Form 10-Q p.2
CSX CORPORATION
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS (Unaudited)
(Dollars in Millions, Except Per Share Amounts)
| Second Quarters | Six Months | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Revenue | $ | 3,935 | $ | 3,574 | $ | 7,417 | $ | 6,997 | |||||||||
| Expense | |||||||||||||||||
| Labor and Fringe | 831 | 791 | 1,643 | 1,612 | |||||||||||||
| Purchased Services and Other | 644 | 710 | 1,260 | 1,484 | |||||||||||||
| Depreciation and Amortization | 411 | 427 | 826 | 852 | |||||||||||||
| Fuel | 446 | 269 | 748 | 544 | |||||||||||||
| Equipment and Other Rents | 97 | 94 | 181 | 181 | |||||||||||||
| Total Expense | 2,429 | 2,291 | 4,658 | 4,673 | |||||||||||||
| Operating Income | 1,506 | 1,283 | 2,759 | 2,324 | |||||||||||||
| Interest Expense | (211) | (212) | (424) | (421) | |||||||||||||
| Other Income - Net | 25 | 22 | 48 | 48 | |||||||||||||
| Earnings Before Income Taxes | 1,320 | 1,093 | 2,383 | 1,951 | |||||||||||||
| Income Tax Expense | (318) | (264) | (574) | (476) | |||||||||||||
| Net Earnings | $ | 1,002 | $ | 829 | $ | 1,809 | $ | 1,475 | |||||||||
| Per Common Share (Note 2) | |||||||||||||||||
| Net Earnings Per Share, Basic | $ | 0.54 | $ | 0.44 | $ | 0.97 | $ | 0.79 | |||||||||
| Net Earnings Per Share, Assuming Dilution | $ | 0.54 | $ | 0.44 | $ | 0.97 | $ | 0.78 | |||||||||
| Average Shares Outstanding (In Millions) | 1,855 | 1,867 | 1,858 | 1,878 | |||||||||||||
| Average Shares Outstanding, Assuming Dilution (In Millions) | 1,859 | 1,869 | 1,860 | 1,881 |
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)
(Dollars in Millions)
| Second Quarters | Six Months | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Total Comprehensive Earnings (Note 10) | $ | 1,005 | $ | 832 | $ | 1,813 | $ | 1,483 |
See accompanying notes to consolidated financial statements.
CSX Q2 2026 Form 10-Q p.3
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
| (Unaudited) | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalents | $ | 1,007 | $ | 670 | ||||
| Short-term Investments (Note 9) | 383 | 5 | ||||||
| Accounts Receivable - Net (Note 8) | 1,456 | 1,298 | ||||||
| Materials and Supplies | 406 | 390 | ||||||
| Other Current Assets | 156 | 187 | ||||||
| Total Current Assets | 3,408 | 2,550 | ||||||
| Properties | 54,464 | 53,816 | ||||||
| Accumulated Depreciation | (17,518) | (17,005) | ||||||
| Properties - Net | 36,946 | 36,811 | ||||||
| Investment in Affiliates and Other Companies | 2,675 | 2,634 | ||||||
| Right-of-Use Lease Asset | 478 | 464 | ||||||
| Goodwill and Other Intangible Assets - Net | 261 | 267 | ||||||
| Other Long-term Assets | 958 | 956 | ||||||
| Total Assets | $ | 44,726 | $ | 43,682 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable | $ | 1,111 | $ | 1,149 | ||||
| Labor and Fringe Benefits Payable | 549 | 532 | ||||||
| Casualty, Environmental and Other Reserves (Note 4) | 182 | 184 | ||||||
| Current Maturities of Long-term Debt (Note 7) | 1,702 | 708 | ||||||
| Income and Other Taxes Payable | 188 | 118 | ||||||
| Interest Payable | 172 | 170 | ||||||
| Other Current Liabilities | 250 | 272 | ||||||
| Total Current Liabilities | 4,154 | 3,133 | ||||||
| Casualty, Environmental and Other Reserves (Note 4) | 300 | 295 | ||||||
| Long-term Debt (Note 7) | 17,162 | 18,165 | ||||||
| Deferred Income Taxes - Net | 8,000 | 7,914 | ||||||
| Long-term Lease Liability | 493 | 479 | ||||||
| Other Long-term Liabilities | 529 | 536 | ||||||
| Total Liabilities | 30,638 | 30,522 | ||||||
| Shareholders' Equity: | ||||||||
| Common Stock, $1 Par Value | 1,852 | 1,860 | ||||||
| Other Capital | 1,087 | 948 | ||||||
| Retained Earnings | 11,352 | 10,560 | ||||||
| Accumulated Other Comprehensive Loss (Note 10) | (209) | (213) | ||||||
| Non-controlling Minority Interest | 6 | 5 | ||||||
| Total Shareholders' Equity | 14,088 | 13,160 | ||||||
| Total Liabilities and Shareholders' Equity | $ | 44,726 | $ | 43,682 |
See accompanying notes to consolidated financial statements.
CSX Q2 2026 Form 10-Q p.4
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)
(Dollars in Millions)
| Six Months | ||||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Earnings | $ | 1,809 | $ | 1,475 | ||||
| Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities: | ||||||||
| Depreciation and Amortization | 826 | 852 | ||||||
| Deferred Income Taxes | 84 | (1) | ||||||
| Other Operating Activities | (71) | (50) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts Receivable | (190) | (36) | ||||||
| Other Current Assets | 15 | (13) | ||||||
| Accounts Payable | 54 | 14 | ||||||
| Income and Other Taxes Payable | 70 | (362) | ||||||
| Other Current Liabilities | 2 | 11 | ||||||
| Net Cash Provided by Operating Activities | 2,599 | 1,890 | ||||||
| INVESTING ACTIVITIES | ||||||||
| Property Additions | (1,119) | (1,495) | ||||||
| Purchases of Short-Term Investments | (515) | — | ||||||
| Proceeds from Sales of Short-term Investments | 146 | 69 | ||||||
| Proceeds and Advances from Property Dispositions | 137 | 49 | ||||||
| Business Acquisition, Net of Cash Acquired | — | (14) | ||||||
| Other Investing Activities | 30 | (63) | ||||||
| Net Cash Used In Investing Activities | (1,321) | (1,454) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Shares Repurchased | (518) | (1,172) | ||||||
| Dividends Paid | (520) | (488) | ||||||
| Long-term Debt Repaid (Note 7) | (9) | (3) | ||||||
| Long-term Debt Issued (Note 7) | — | 600 | ||||||
| Other Financing Activities | 106 | 81 | ||||||
| Net Cash Used in Financing Activities | (941) | (982) | ||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | 337 | (546) | ||||||
| CASH AND CASH EQUIVALENTS | ||||||||
| Cash and Cash Equivalents at Beginning of Period | 670 | 933 | ||||||
| Cash and Cash Equivalents at End of Period | $ | 1,007 | $ | 387 | ||||
Certain prior year data has been reclassified to conform to the current presentation.
See accompanying notes to consolidated financial statements.
CSX Q2 2026 Form 10-Q p.5
CSX CORPORATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in Millions)
| Six Months 2026 | Common Shares Outstanding (Thousands) | Common Stock and Other Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income**(a)** | Non-controlling Minority Interest | Total Shareholders' Equity | ||||||||||||||
| Balance December 31, 2025 | 1,859,659 | $ | 2,808 | $ | 10,560 | $ | (213) | $ | 5 | $ | 13,160 | |||||||||
| Comprehensive Earnings: | ||||||||||||||||||||
| Net Earnings | — | — | 807 | — | — | 807 | ||||||||||||||
| Other Comprehensive Income | — | — | — | 1 | — | 1 | ||||||||||||||
| Total Comprehensive Earnings | 808 | |||||||||||||||||||
| Common stock dividends, $0.14 per share | — | — | (260) | — | — | (260) | ||||||||||||||
| Share Repurchases | (5,686) | (6) | (216) | — | — | (222) | ||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (1) | — | — | (1) | ||||||||||||||
| Stock Option Exercises and Other | 3,858 | 94 | 1 | — | 1 | 96 | ||||||||||||||
| Balance March 31, 2026 | 1,857,831 | $ | 2,896 | $ | 10,891 | $ | (212) | $ | 6 | $ | 13,581 | |||||||||
| Comprehensive Earnings: | ||||||||||||||||||||
| Net Earnings | — | — | 1,002 | — | — | 1,002 | ||||||||||||||
| Other Comprehensive Income | — | — | — | 3 | — | 3 | ||||||||||||||
| Total Comprehensive Earnings | 1,005 | |||||||||||||||||||
| Common stock dividends, $0.14 per share | — | — | (260) | — | — | (260) | ||||||||||||||
| Share Repurchases | (6,269) | (6) | (278) | — | — | (284) | ||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (2) | — | — | (2) | ||||||||||||||
| Stock Option Exercises and Other | 749 | 49 | (1) | — | — | 48 | ||||||||||||||
| Balance June 30, 2026 | 1,852,311 | $ | 2,939 | $ | 11,352 | $ | (209) | $ | 6 | $ | 14,088 | |||||||||
(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $58 million as of December 31, 2025, $57 million as of March 31, 2026, and $57 million as of June 30, 2026. For additional information, see Note 10, Other Comprehensive Income.
See accompanying notes to consolidated financial statements.
CSX Q2 2026 Form 10-Q p.6
CSX CORPORATION
Item 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY (Unaudited)
(Dollars in Millions)
| Six Months 2025 | Common Shares Outstanding (Thousands) | Common Stock and Other Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income**(a)** | Non-controlling Minority Interest | Total Shareholders' Equity | |||||||||||||||||||||||
| Balance December 31, 2024 | 1,900,190 | $ | 2,746 | $ | 9,988 | $ | (232) | $ | 5 | $ | 12,507 | ||||||||||||||||||
| Comprehensive Earnings: | |||||||||||||||||||||||||||||
| Net Earnings | — | — | 646 | — | — | 646 | |||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | 5 | — | 5 | |||||||||||||||||||||||
| Total Comprehensive Earnings | 651 | ||||||||||||||||||||||||||||
| Common stock dividends, $0.13 per share | — | — | (245) | — | — | (245) | |||||||||||||||||||||||
| Share Repurchases | (23,707) | (24) | (727) | — | — | (751) | |||||||||||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (7) | — | — | (7) | |||||||||||||||||||||||
| Stock Option Exercises and Other | 1,894 | 20 | — | — | — | 20 | |||||||||||||||||||||||
| Balance March 31, 2025 | 1,878,377 | $ | 2,742 | $ | 9,655 | $ | (227) | $ | 5 | $ | 12,175 | ||||||||||||||||||
| Comprehensive Earnings: | |||||||||||||||||||||||||||||
| Net Earnings | — | — | 829 | — | — | 829 | |||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | 3 | — | 3 | |||||||||||||||||||||||
| Total Comprehensive Earnings | 832 | ||||||||||||||||||||||||||||
| Common stock dividends, $0.13 per share | — | — | (243) | — | — | (243) | |||||||||||||||||||||||
| Share Repurchases | (14,209) | (14) | (387) | — | — | (401) | |||||||||||||||||||||||
| Excise Tax on Net Share Repurchases | — | — | (4) | — | — | (4) | |||||||||||||||||||||||
| Stock Option Exercises and Other | 112 | 18 | — | — | — | 18 | |||||||||||||||||||||||
| Balance June 30, 2025 | 1,864,280 | $ | 2,746 | $ | 9,850 | $ | (224) | $ | 5 | $ | 12,377 | ||||||||||||||||||
(a) Accumulated Other Comprehensive Loss balances shown above are net of tax. The associated taxes were $61 million as of December 31, 2024, $59 million as of March 31, 2025 and $58 million as of June 30, 2025. For additional information, see Note 10, Other Comprehensive Income.
See accompanying notes to consolidated financial statements.
CSX Q2 2026 Form 10-Q p.7
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Nature of Operations and Significant Accounting Policies
Background
CSX Corporation together with its subsidiaries ("CSX" or the “Company”), based in Jacksonville, Florida, is one of the nation's leading transportation companies. The Company provides rail-based transportation services including traditional rail service, the transport of intermodal containers and trailers, as well as other transportation services such as rail-to-truck transfers and bulk commodity operations.
CSX's principal operating subsidiary, CSX Transportation, Inc. (“CSXT”), provides an important link to the transportation supply chain through its approximately 20,000 route-mile rail network and serves major population centers in 26 states east of the Mississippi River, the District of Columbia and the Canadian provinces of Ontario and Quebec. The Company's intermodal business links customers to railroads via trucks and terminals. CSXT is also responsible for the Company's real estate sales, leasing, acquisition, and management and development activities, substantially all of which are focused on supporting railroad operations.
Other entities
In addition to CSXT, the Company’s subsidiaries include Quality Carriers, Inc. ("Quality Carriers"), CSX Intermodal Terminals, Inc. (“CSX Intermodal Terminals”), Total Distribution Services, Inc. (“TDSI”), Transflo Terminal Services, Inc. (“Transflo”), CSX Technology, Inc. (“CSX Technology”) and other subsidiaries. Quality Carriers is the largest provider of bulk liquid chemicals truck transportation in North America. CSX Intermodal Terminals owns and operates a system of intermodal terminals, predominantly in the eastern United States and also performs drayage services (the pickup and delivery of intermodal shipments) for certain customers. TDSI serves the automotive industry with distribution centers and storage locations. Transflo connects non-rail served customers to the many benefits of rail by transferring products from rail to trucks. The biggest Transflo markets are chemicals and agriculture, which includes shipments of plastics and ethanol. CSX Technology and other subsidiaries provide support services for the Company.
CSX Q2 2026 Form 10-Q p.8
CSX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Nature of Operations and Significant Accounting Policies, continued
Basis of Presentation
The accompanying consolidated financial statements contain all normal, recurring adjustments necessary to fairly present the consolidated financial statements and accompanying notes. Where applicable, prior year information has been reclassified to conform to the current presentation. Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted from these interim financial statements. CSX suggests that these financial statements be read in conjunction with t
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Volume and Revenue (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Second Quarters | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Volume | Revenue | Revenue Per Unit | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| Chemicals | 177 | 164 | 8 | % | $ | 774 | $ | 701 | 10 | % | $ | 4,373 | $ | 4,274 | 2 | % | |||||||||||||||||||||||||||||||||||||
| Agricultural and Food Products | 119 | 117 | 2 | 444 | 418 | 6 | 3,731 | 3,573 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Minerals | 105 | 99 | 6 | 242 | 218 | 11 | 2,305 | 2,202 | 5 | ||||||||||||||||||||||||||||||||||||||||||||
| Automotive | 102 | 103 | (1) | 332 | 320 | 4 | 3,255 | 3,107 | 5 | ||||||||||||||||||||||||||||||||||||||||||||
| Metals and Equipment | 72 | 70 | 3 | 256 | 224 | 14 | 3,556 | 3,200 | 11 | ||||||||||||||||||||||||||||||||||||||||||||
| Forest Products | 70 | 70 | — | 266 | 250 | 6 | 3,800 | 3,571 | 6 | ||||||||||||||||||||||||||||||||||||||||||||
| Fertilizers | 50 | 47 | 6 | 132 | 126 | 5 | 2,640 | 2,681 | (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Total Merchandise | 695 | 670 | 4 | 2,446 | 2,257 | 8 | 3,519 | 3,369 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Intermodal | 792 | 729 | 9 | 620 | 491 | 26 | 783 | 674 | 16 | ||||||||||||||||||||||||||||||||||||||||||||
| Coal | 189 | 181 | 4 | 520 | 477 | 9 | 2,751 | 2,635 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Trucking | — | — | — | 226 | 211 | 7 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | 123 | 138 | (11) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 1,676 | 1,580 | 6 | % | $ | 3,935 | $ | 3,574 | 10 | % | $ | 2,348 | $ | 2,262 | 4 | % | |||||||||||||||||||||||||||||||||||||
| Six Months | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Volume | Revenue | Revenue Per Unit | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| Chemicals | 345 | 330 | 5 | % | $ | 1,496 | $ | 1,399 | 7 | % | $ | 4,336 | $ | 4,239 | 2 | % | |||||||||||||||||||||||||||||||||||||
| Agricultural and Food Products | 235 | 232 | 1 | 853 | 826 | 3 | 3,630 | 3,560 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
| Minerals | 187 | 178 | 5 | 434 | 399 | 9 | 2,321 | 2,242 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Automotive | 189 | 190 | (1) | 607 | 591 | 3 | 3,212 | 3,111 | 3 | ||||||||||||||||||||||||||||||||||||||||||||
| Metals and Equipment | 137 | 135 | 1 | 476 | 433 | 10 | 3,474 | 3,207 | 8 | ||||||||||||||||||||||||||||||||||||||||||||
| Forest Products | 134 | 140 | (4) | 495 | 499 | (1) | 3,694 | 3,564 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Fertilizers | 99 | 95 | 4 | 273 | 262 | 4 | 2,758 | 2,758 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total Merchandise | 1,326 | 1,300 | 2 | 4,634 | 4,409 | 5 | 3,495 | 3,392 | 3 | ||||||||||||||||||||||||||||||||||||||||||||
| Intermodal | 1,549 | 1,445 | 7 | 1,138 | 984 | 16 | 735 | 681 | 8 | ||||||||||||||||||||||||||||||||||||||||||||
| Coal | 360 | 353 | 2 | 978 | 938 | 4 | 2,717 | 2,657 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
| Trucking | — | — | — | 428 | 413 | 4 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | 239 | 253 | (6) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 3,235 | 3,098 | 4 | % | $ | 7,417 | $ | 6,997 | 6 | % | $ | 2,293 | $ | 2,259 | 2 | % |
CSX Q2 2026 Form 10-Q p.32
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter 2026
Revenue
Total revenue increased 10% in second quarter 2026 when compared to second quarter 2025 primarily due to increased fuel surcharge revenue together with higher volume and pricing across merchandise, intermodal and coal.
Merchandise Volume
Chemicals - Increased due to higher shipments of plastics, waste, petcoke and sand.
Agricultural and Food Products - Increased due to higher shipments of export grains and domestic feed ingredients, partially offset by decreased shipments of domestic feed grain.
Minerals - Increased due to higher shipments of cement and aggregates.
Automotive - Decreased due to the impact of a temporary outage at a customer location associated with re-tooling efforts.
Metals and Equipment - Increased primarily due to higher pipe and scrap shipments, partially offset by lower steel shipments, which includes the impact of customer plant closures.
Forest Products - Flat as higher lumber shipments, including benefits from a tighter trucking environment, were offset by lower shipments of pulp and paper products, which include the impacts of both customer plant closures and temporary outages.
Fertilizers - Increased due to higher short-haul phosphates shipments.
Intermodal Volume
Domestic shipments increased due to wins with key customers, new service offerings and a tightening truck environment. International shipments were relatively flat to prior year levels.
Coal Volume
Export coal increased due to higher shipments of metallurgical and thermal coal, including the benefits of increased production from re-opened mines. Domestic coal decreased due to lower shipments to utility plants, partially offset by higher shipments to steel manufacturing locations and lake terminals.
Trucking Revenue
Trucking revenue increased $15 million versus the prior year due to higher fuel surcharge.
Other Revenue
Other revenue decreased $15 million due to an increase in the reserve for freight in transit in the current year compared to a decrease in the prior year.
CSX Q2 2026 Form 10-Q p.33
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Expenses
Expenses of $2.4 billion increased $138 million, or 6%, in second quarter 2026 when compared to second quarter 2025. Fuel expense increased $177 million compared to prior year while total non-fuel expense decreased $39 million.
Labor and Fringe expense increased $40 million due to the following:
-
Incentive compensation increased $56 million driven by higher expected payouts.
-
An increase of $32 million was due to inflation.
-
All other net costs decreased $48 million primarily due to lower headcount.
Purchased Services and Other expense decreased $66 million due to the following:
-
Efficiency savings, net of inflation, of $54 million were driven by cost reductions across operating and support functions.
-
A decrease of $14 million was due to the effects of network disruptions and congestion in the prior year, including rerouting impacts.
-
Gains on property dispositions of $17 million in second quarter 2026 were primarily due to the sale of the Company's last remaining aircraft in the asset group. Gains were $8 million in the prior year.
-
All other net costs increased $11 million, primarily due to intermodal volume increases and advisory expenses related to potential industry consolidation. These increases were partially offset by an insurance recovery related to 2024 property damage on the Blue Ridge subdivision.
Depreciation and Amortization expense decreased $16 million primarily as a result of an equipment depreciation study.
Fuel costs increased $177 million primarily due to a 74% increase in locomotive fuel prices as well as higher non-locomotive fuel prices, partially offset by efficiency savings.
Equipment and Other Rents expense increased $3 million.
Interest Expense
Interest expense decreased $1 million.
Other Income - Net
Other income - net increased $3 million primarily due to higher interest income.
Income Tax Expense
Income tax expense increased $54 million primarily due to higher earnings before income taxes.
CSX Q2 2026 Form 10-Q p.34
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months Results of Operations
Revenue increased $420 million primarily due to volume and price growth in merchandise, intermodal and coal as well as higher fuel recovery.
Total expense decreased $15 million as efficiency savings, gains on property dispositions and other decreases were largely offset by higher fuel prices, inflation and higher incentive compensation.
Interest expense increased $3 million.
Other income - net was flat.
Income tax expense increased $98 million primarily due to higher earnings before income taxes.
CSX Q2 2026 Form 10-Q p.35
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Non-GAAP Measures - Unaudited
CSX reports its financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). CSX also uses certain non-GAAP measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by GAAP. Therefore, CSX’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.
Free Cash Flow
Management believes that Free Cash Flow ("FCF") is supplemental information useful to investors as it is important in evaluating the Company’s financial performance. More specifically, FCF measures cash generated by the business after reinvestment. This measure represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt. FCF is calculated by using net cash from operations and adjusting for property additions and proceeds and advances from property dispositions. FCF should be considered in addition to, rather than a substitute for, cash provided by operating activities.
The increase in FCF before dividends of $1.2 billion from the prior year is primarily due to prior year payments of previously postponed taxes, decreased property additions driven by completion of the Blue Ridge subdivision rebuild, and higher cash-generating net earnings. Prior year property additions include approximately $295 million related to rebuilding the Blue Ridge subdivision, which was reopened in September 2025.
The following table reconciles cash provided by operating activities (GAAP measure) to FCF before dividends (non-GAAP measure).
| Six Months | ||||||||
| (Dollars in Millions) | 2026 | 2025 | ||||||
| Net cash provided by operating activities | $ | 2,599 | $ | 1,890 | ||||
| Property Additions | (1,119) | (1,495) | ||||||
| Proceeds and Advances from Property Dispositions | 137 | 49 | ||||||
| Free Cash Flow (before payment of dividends) | $ | 1,617 | $ | 444 |
CSX Q2 2026 Form 10-Q p.36
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating Statistics (Estimated)
The Company is committed to continuous improvement in safety and service performance through training, innovation and investment. Training and safety programs are designed to prevent incidents that can adversely impact employees, customers and communities. Technological innovations that can detect and avoid many types of human factor incidents are designed to serve as an additional layer of protection for the Company's employees. Continued capital investment in the Company's assets, including track, bridges, signals, equipment and detection technology also supports safety performance.
In the second quarter of 2026, velocity improved by 3% while dwell increased by 6% versus prior year. Carload trip plan performance decreased by 5% and intermodal trip plan performance decreased by 2%. The Company continues to focus on operational improvements and executing the operating plan to deliver safe, reliable, and efficient service to customers.
The Federal Railroad Administration (“FRA”) personal injury frequency index of 0.83 in second quarter 2026 improved 19% compared to prior year and the FRA train accident rate of 2.72 improved 30%. Safety is a top priority at CSX, and the Company is committed to reducing risk and enhancing the overall safety of its employees, customers, and communities in which it operates.
| Second Quarters | Six Months | ||||||||||||||||||||||
| 2026 | 2025 | Improvement / (Deterioration) | 2026 | 2025 | Improvement / (Deterioration) | ||||||||||||||||||
| Operations Performance | |||||||||||||||||||||||
| Train Velocity (Miles Per Hour) | 18.0 | 17.5 | 3 | % | 18.4 | 17.6 | 5 | % | |||||||||||||||
| Dwell (Hours) | 11.0 | 10.4 | (6) | % | 10.9 | 11.0 | 1 | % | |||||||||||||||
| Cars Online | 131,642 | 129,738 | (1) | % | 127,745 | 130,962 | 2 | % | |||||||||||||||
| On-Time Originations | 70 | % | 69 | % | 1 | % | 71 | % | 68 | % | 4 | % | |||||||||||
| On-Time Arrivals | 54 | % | 55 | % | (2) | % | 57 | % | 55 | % | 4 | % | |||||||||||
| Carload Trip Plan Performance | 71 | % | 75 | % | (5) | % | 73 | % | 72 | % | 1 | % | |||||||||||
| Intermodal Trip Plan Performance | 88 | % | 90 | % | (2) | % | 88 | % | 90 | % | (2) | % | |||||||||||
| Fuel Efficiency | 0.94 | 0.98 | 4 | % | 0.96 | 0.98 | 2 | % | |||||||||||||||
| Revenue Ton-Miles (Billions) | |||||||||||||||||||||||
| Merchandise | 34.4 | 33.2 | 4 | % | 67.0 | 65.5 | 2 | % | |||||||||||||||
| Coal | 9.1 | 9.3 | (2) | % | 17.6 | 17.7 | (1) | % | |||||||||||||||
| Intermodal | 7.9 | 7.5 | 5 | % | 15.4 | 14.6 | 5 | % | |||||||||||||||
| Total Revenue Ton-Miles | 51.4 | 50.0 | 3 | % | 100.0 | 97.8 | 2 | % | |||||||||||||||
| Total Gross Ton-Miles (Billions) | 99.7 | 99.6 | — | % | 193.2 | 193.5 | — | % | |||||||||||||||
| Safety | |||||||||||||||||||||||
| FRA Personal Injury Frequency Index | 0.83 | 1.03 | 19 | % | 0.79 | 0.98 | 19 | % | |||||||||||||||
| FRA Train Accident Rate | 2.72 | 3.88 | 30 | % | 2.68 | 3.76 | 29 | % |
Certain operating statistics are estimated and can continue to be updated as actuals settle. The methodology for calculating train velocity, dwell, cars online and trip plan performance differs from that used by the Surface Transportation Board. The Company will continue to report these metrics to the Surface Transportation Board using the prescribed methodology.
CSX Q2 2026 Form 10-Q p.37
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Key Performance Measures Definitions
Train Velocity - Average train speed between origin and destination in miles per hour (does not include locals, yard jobs, work trains or passenger trains). Train velocity measures actual train miles and times of a train movement on CSX's network.
Dwell - Average amount of time in hours between car arrival to and departure from the yard.
Cars Online - Average number of active freight rail cars on lines operated by CSX, excluding rail cars that are being repaired, in storage, those that have been sold, or private cars dwelling at a customer location more than one day.
On-Time Originations - Percent of scheduled road trains that depart the origin yard on-time or ahead of schedule.
On-Time Arrivals - Percent of scheduled road trains that arrive at the destination yard on-time to within two hours of scheduled arrival.
Carload Trip Plan Performance - Percent of measured cars (excludes unit trains and other non-scheduled service as well as empty automotive shipments) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival or interchange (as applicable).
Intermodal Trip Plan Performance - Percent of measured containers (excludes port shipments along with empty containers and other non-scheduled service) destined for a customer that complete their scheduled plan at or ahead of the original estimated time of arrival, notification or interchange (as applicable).
Fuel Efficiency - Gallons of locomotive fuel per 1,000 gross ton-miles.
Revenue Ton-Miles (RTM's) - The movement of one revenue-producing ton of freight over a distance of one mile.
Gross Ton-Miles (GTM's) - The movement of one ton of train weight over one mile. GTM's are calculated by multiplying total train weight by distance the train moved. Total train weight is comprised of the weight of the freight cars and their contents.
FRA Personal Injury Frequency Index - Number of FRA-reportable injuries per 200,000 man-hours.
FRA Train Accident Rate - Number of FRA-reportable train accidents per million train-miles.
CSX Q2 2026 Form 10-Q p.38
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The following are material changes in the significant cash flows, sources of cash and liquidity, capital investments, consolidated balance sheets and working capital, which provide an update to the discussion included in CSX's most recent annual report on Form 10-K.
Material Changes in Significant Cash Flows
The following chart highlights the operating, investing and financing components of the net increase of $337 million and decrease of $546 million in cash and cash equivalents for the six months ended June 30, 2026, and June 30, 2025, respectively.

-
The Company generated $709 million more cash from operating activities primarily driven by higher cash-generating net earnings and favorable working capital activities, which included the impact of the prior year payment of $429 million in previously postponed taxes that was partially offset by higher accounts receivable commensurate with higher revenues.
-
CSX used $133 million less cash for investing activities primarily due to lower property additions following the completion of the rebuilding of the Blue Ridge subdivision in prior year and increased proceeds from property dispositions in the current year. The decrease was partially offset by net purchases of short-term investments in 2026.
-
The Company used $41 million less cash for financing activities as lower share repurchases were mostly offset by reduced cash from debt issuance.
CSX Q2 2026 Form 10-Q p.39
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sources of Cash and Liquidity and Uses of Cash
As of the end of second quarter 2026, CSX had $1.4 billion of cash, cash equivalents and short-term investments. CSX uses current cash balances for general corporate purposes, which may include capital expenditures, working capital requirements, reduction or refinancing of outstanding indebtedness, redemptions and repurchases of CSX common stock, dividends to shareholders, acquisitions and other business opportunities, and contributions to the Company's qualified pension plan. See Note 7, Debt and Credit Agreements.
The Company has multiple sources of liquidity, including cash generated from operations and financing sources. The Company filed a shelf registration statement with the SEC on February 27, 2025, which may be used to issue debt or equity securities at CSX’s discretion, subject to market conditions and CSX Board authorization. While CSX seeks to give itself flexibility with respect to cash requirements, there can be no assurance that market conditions would permit CSX to sell such securities on acceptable terms at any given time, or at all. During the six months ended June 30, 2026, CSX did not issue any long-term debt.
CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. At June 30, 2026, the Company had no outstanding balances under this facility. The Company also has a commercial paper program, backed by the revolving credit facility, under which the Company may issue unsecured short-term commercial paper notes up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. At June 30, 2026, the Company had no debt outstanding under the commercial paper program.
Planned capital investments for 2026 are expected to be less than $2.4 billion. Spending to sustain core infrastructure with a focus on safety and reliability will remain a top priority. In addition, management is committed to investments that promote profitable growth, including projects supporting service enhancements and productivity initiatives, which includes investments in locomotives and freight cars. CSX intends to fund capital investments primarily through cash generated from operations.
CSX Q2 2026 Form 10-Q p.40
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Material Changes in the Consolidated Balance Sheets and Working Capital
Total assets increased $1.0 billion from year end primarily due to $715 million increase in cash and short-term investments, a $158 million increase in accounts receivable commensurate with increased revenue, and a $135 million increase in net property consistent with planned capital expenditures.
Total liabilities increased $116 million from year end primarily due to an $86 million increase in deferred income taxes primarily driven by bonus tax depreciation and a $70 million increase in income and other taxes payable due to increased earnings and the timing of tax payments. Total shareholders' equity increased $928 million from year end primarily driven by net earnings of $1.8 billion, partially offset by dividends paid of $520 million and share repurchases of $506 million.
Working capital is considered a measure of a company's ability to meet its short-term needs. CSX had a working capital deficit of $746 million as of June 30, 2026, and $583 million as of December 31, 2025. This deficit increase of $163 million since year end was primarily driven by a $1.0 billion reclass of long-term debt to current and a $70 million increase in income and other taxes payable. These increases were partially offset by a $715 million increase in cash and short-term investments as noted above and a $158 million increase in accounts receivable. The Company's working capital balance varies due to factors such as the timing of scheduled debt payments and changes in cash and cash equivalent balances as discussed above. The Company continues to maintain adequate liquidity to satisfy current liabilities and maturing obligations when they come due. CSX has sufficient financial capacity, including its revolving credit facility, commercial paper program and shelf registration statement to manage its day-to-day cash requirements and any anticipated obligations. The Company from time to time accesses the credit markets for additional liquidity.
CSX is committed to returning cash to shareholders and maintaining an investment-grade credit profile. Capital structure, capital investments and cash distributions, including dividends and share repurchases, are reviewed at least annually by the Board of Directors. Management's assessment of market conditions and other factors guides the timing and volume of repurchases. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances.
This discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this document.
LABOR AGREEMENTS
Approximately 16,600 of the Company's approximately 22,200 employees are members of a rail labor union and covered by national agreements with the Class I railroads or CSX-specific agreements. Agreements with an effective date of January 1, 2025, have been fully ratified by most unions, representing nearly 75% of the Company's unionized workforce. The remaining unionized employees are covered under previous agreements while negotiations take place since collective agreements under the Railway Labor Act do not expire, but continue until amended or replaced.
CSX Q2 2026 Form 10-Q p.41
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and certain revenues and expenses during the reporting period. Actual results may differ from those estimates. These estimates and assumptions are discussed with the Audit Committee of the Board of Directors on a regular basis. Consistent with the prior year, significant estimates using management judgment are made for the areas below. For further discussion of CSX's critical accounting estimates, see the Company's most recent annual report on Form 10-K.
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personal injury and environmental reserves;
-
pension plan accounting; and
-
depreciation policies for assets under the group-life method.
FORWARD-LOOKING STATEMENTS
Certain statements in this report and in other materials filed with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made by the Company, are forward-looking statements. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements within the meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding:
-
projections and estimates of earnings, revenues, margins, volumes, rates, cost-savings, expenses, taxes or other financial items;
-
expectations as to results of operations and operational initiatives;
-
expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company's financial condition, results of operations or liquidity;
-
management's plans, strategies and objectives for future operations, capital expenditures, workforce levels, dividends, share repurchases, safety and service performance, proposed new services and other matters that are not historical facts, and management's expectations as to future performance and operations and the time by which objectives will be achieved; and
-
future economic, industry or market conditions or performance and their effect on the Company's financial condition, results of operations or liquidity.
Forward-looking statements are typically identified by words or phrases such as “will,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. The Company cautions against placing undue reliance on forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently available to it as of the date the forward-looking statement is made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or results will be achieved.
CSX Q2 2026 Form 10-Q p.42
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements. The following important factors, in addition to those discussed in Part I, Item 1A. Risk Factors of CSX's most recent annual report on Form 10-K and elsewhere in this report, may cause actual results to differ materially from those contemplated by any forward-looking statements:
-
legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials, taxation, international trade and initiatives to further regulate the rail industry;
-
the outcome of litigation, claims and other contingent liabilities, including, but not limited to, those related to fuel surcharge, environmental matters, taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses;
-
changes in domestic or international economic, political or business conditions, including those directly affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation, as well as the impact of international trade agreements and tariffs) and those affecting the level of demand for products carried by CSXT or by truck, including impacts to the performance and value of the Company's rail and trucking-related investments;
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natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company's operations, systems, property, equipment or supply chain;
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competition from other modes of freight transportation, such as trucking, and competition and consolidation or financial distress within the transportation industry generally;
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the cost of compliance with laws and regulations that differ from expectations as well as costs, penalties and operational and liquidity impacts associated with noncompliance with applicable laws or regulations;
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the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail initiatives, or regulatory changes affecting when CSXT can transport freight or service routes;
-
unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as well as management's decisions regarding share repurchases;
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changes in fuel prices, surcharges for fuel and the availability of fuel;
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the impact of natural gas prices on coal-fired electricity generation;
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the impact of global supply and price of seaborne coal on CSX's export coal market;
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availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;
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the inherent business risks associated with safety and security, including the transportation of hazardous materials and cybersecurity incidents compromising the security, stability, availability, or reliability of information technology systems or data;
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adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;
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loss of key personnel or the inability to hire and retain qualified employees;
CSX Q2 2026 Form 10-Q p.43
CSX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-
labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers' ability to deliver goods to the Company for shipment;
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the Company's success in implementing its strategic, financial and operational initiatives, including acquisitions;
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the impact of conditions in the real estate market on the Company's ability to sell assets;
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changes in operating conditions and costs, including the impacts of inflation, or commodity concentrations;
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the impacts of a public health crisis and any policies or initiatives instituted in response; and
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the inherent uncertainty associated with projecting economic and business conditions.
Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in CSX's other SEC reports, which are accessible on the SEC's website at www.sec.gov and the Company's website at www.csx.com. The information on the CSX website is not part of this quarterly report on Form 10-Q.
CSX Q2 2026 Form 10-Q p.44
CSX CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information provided under Part II, Item 7A (Quantitative and Qualitative Disclosures about Market Risk) of CSX's most recent annual report on Form 10-K.
Item 4. CONTROLS AND PROCEDURES
As of June 30, 2026, 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 June 30, 2026, the Company's disclosure controls and procedures were effective at the reasonable assurance level in timely alerting them to material information required to be included in CSX's periodic SEC reports. There were no changes in the Company's internal controls over financial reporting during the second quarter of 2026 that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
CSX Q2 2026 Form 10-Q p.45
CSX CORPORATION
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to SEC amendments to this Item, the Company will be using a threshold of $1 million for such proceedings. For further details, refer to Note 5, Commitments and Contingencies, of this quarterly report on Form 10-Q. Also refer to Part I, Item 3, Legal Proceedings in CSX's most recent annual report on Form 10-K.
Item 1A. Risk Factors
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed under Part I, Item 1A (Risk Factors) of CSX's most recent annual report on Form 10-K. See also Part I, Item 2 (Forward-Looking Statements) of this quarterly report on Form 10-Q.
Item 2. CSX Purchases of Equity Securities
During fourth quarter 2023, the Company began repurchasing shares under the $5 billion share repurchase program approved in October 2023. On May 12, 2026, the Board of Directors authorized a new share repurchase program, providing $5 billion of incremental authority to that remaining under the existing October 2023 share repurchase program. Total repurchase authority remaining as of June 30, 2026, was $5.7 billion. For more information about share repurchases, see Note 2, Earnings Per Share. Share repurchase activity for the second quarter 2026 is shown below. Amounts exclude the impact of excise tax on net share repurchases imposed as part of the Inflation Reduction Act of 2022.
| CSX Purchases of Equity Securities for the Quarter | ||||||||||||||
| Second Quarter | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||
| Beginning Balance | $ | 988,639,327 | ||||||||||||
| April 1 - April 30, 2026 | 1,341,830 | $ | 43.14 | 1,341,830 | 930,747,490 | |||||||||
| May 1 - May 31, 2026 | 2,380,111 | 45.30 | 2,380,111 | 5,822,917,820 | ||||||||||
| June 1 - June 30, 2026 | 2,547,352 | 46.44 | 2,547,352 | 5,704,621,786 | ||||||||||
| Ending Balance | 6,269,293 | $ | 45.30 | 6,269,293 | $ | 5,704,621,786 |
CSX Q2 2026 Form 10-Q p.46
CSX CORPORATION
PART II
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
During the second quarter of 2026, none of the Company's directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
CSX Q2 2026 Form 10-Q p.47
CSX CORPORATION
PART II
Item 6. Exhibits
| Exhibit designation | Nature of exhibit | Previously filed as exhibit to | ||||||
| 10.1* *** | Amendment to the CSX Executives’ Deferred Compensation Plan, effective as of June 1, 2026 | |||||||
| 10.2* *** | Employment Separation Agreement and Release, effective as of May 26, 2026, between CSX Corporation and Stephen Fortune | |||||||
| Officer certifications: | ||||||||
| 31* | Rule 13a-14(a) Certifications | |||||||
| 32** | Section 1350 Certifications | |||||||
| Interactive data files: | ||||||||
| 101* | The following financial information from CSX Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 22, 2026, formatted in inline XBRL includes: (i) consolidated income statements for the quarters and six months ended June 30, 2026, and June 30, 2025, (ii) condensed consolidated comprehensive income statements for the quarters and six months ended June 30, 2026, and June 30, 2025, (iii) consolidated balance sheets at June 30, 2026, and December 31, 2025, (iv) consolidated cash flow statements for the six months ended June 30, 2026, and June 30, 2025, (v) consolidated statements of changes in shareholders' equity for the quarters and six months ended June 30, 2026, and June 30, 2025, and (vi) the notes to consolidated financial statements. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) | |||||||
| * Filed herewith | ||||||||
| ** Furnished herewith | ||||||||
| *** Management contract or compensatory plan or arrangement | ||||||||
CSX Q2 2026 Form 10-Q p.48
CSX CORPORATION
PART II
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CSX CORPORATION
(Registrant)
By: /s/ ANGELA C. WILLIAMS
Angela C. Williams
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Dated: July 22, 2026
CSX Q2 2026 Form 10-Q p.49