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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(☒) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended 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_BLUE_RGB_JPG.jpg

CSX CORPORATION

(Exact name of registrant as specified in its charter)
Virginia62-1051971
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
500 Water Street15th FloorJacksonvilleFL32202904359-3200
(Address of principal executive offices)(Zip Code)(Telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $1 Par ValueCSXNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes (X) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Exchange Act Rule 12b-2).

Large Accelerated Filer (X) Accelerated Filer ( ) Non-accelerated Filer ( ) Smaller Reporting Company (☐) Emerging growth company (☐)

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

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (☐) No (X)

There were 1,852,474,917 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

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements3
Consolidated Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2026 and June 30, 20253
Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Six Months Ended June 30, 2026 and June 30, 20253
Consolidated Balance Sheets - At June 30, 2026 (Unaudited) and December 31, 20254
Consolidated Cash Flow Statements (Unaudited) - Six Months Ended June 30, 2026 and June 30, 20255
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - Quarters and Six Months Ended June 30, 2026 and June 30, 20256
Notes to Consolidated Financial Statements (Unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations31
Item 3.Quantitative and Qualitative Disclosures about Market Risk45
Item 4.Controls and Procedures45
PART II.OTHER INFORMATION
Item 1.Legal Proceedings46
Item 1A.Risk Factors46
Item 2.CSX Purchases of Equity Securities46
Item 3.Defaults Upon Senior Securities47
Item 4.Mine Safety Disclosures47
Item 5.Other Information47
Item 6.Exhibits48
Signature49

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 QuartersSix Months
2026202520262025
Revenue$3,935$3,574$7,417$6,997
Expense
Labor and Fringe8317911,6431,612
Purchased Services and Other6447101,2601,484
Depreciation and Amortization411427826852
Fuel446269748544
Equipment and Other Rents9794181181
Total Expense2,4292,2914,6584,673
Operating Income1,5061,2832,7592,324
Interest Expense(211)(212)(424)(421)
Other Income - Net25224848
Earnings Before Income Taxes1,3201,0932,3831,951
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)1,8551,8671,8581,878
Average Shares Outstanding, Assuming Dilution (In Millions)1,8591,8691,8601,881

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in Millions)

Second QuartersSix Months
2026202520262025
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, 2026December 31, 2025
ASSETS
Current Assets:
Cash and Cash Equivalents$1,007$670
Short-term Investments (Note 9)3835
Accounts Receivable - Net (Note 8)1,4561,298
Materials and Supplies406390
Other Current Assets156187
Total Current Assets3,4082,550
Properties54,46453,816
Accumulated Depreciation(17,518)(17,005)
Properties - Net36,94636,811
Investment in Affiliates and Other Companies2,6752,634
Right-of-Use Lease Asset478464
Goodwill and Other Intangible Assets - Net261267
Other Long-term Assets958956
Total Assets$44,726$43,682
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,111$1,149
Labor and Fringe Benefits Payable549532
Casualty, Environmental and Other Reserves (Note 4)182184
Current Maturities of Long-term Debt (Note 7)1,702708
Income and Other Taxes Payable188118
Interest Payable172170
Other Current Liabilities250272
Total Current Liabilities4,1543,133
Casualty, Environmental and Other Reserves (Note 4)300295
Long-term Debt (Note 7)17,16218,165
Deferred Income Taxes - Net8,0007,914
Long-term Lease Liability493479
Other Long-term Liabilities529536
Total Liabilities30,63830,522
Shareholders' Equity:
Common Stock, $1 Par Value1,8521,860
Other Capital1,087948
Retained Earnings11,35210,560
Accumulated Other Comprehensive Loss (Note 10)(209)(213)
Non-controlling Minority Interest65
Total Shareholders' Equity14,08813,160
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
20262025
OPERATING ACTIVITIES
Net Earnings$1,809$1,475
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization826852
Deferred Income Taxes84(1)
Other Operating Activities(71)(50)
Changes in Operating Assets and Liabilities:
Accounts Receivable(190)(36)
Other Current Assets15(13)
Accounts Payable5414
Income and Other Taxes Payable70(362)
Other Current Liabilities211
Net Cash Provided by Operating Activities2,5991,890
INVESTING ACTIVITIES
Property Additions(1,119)(1,495)
Purchases of Short-Term Investments(515)—
Proceeds from Sales of Short-term Investments14669
Proceeds and Advances from Property Dispositions13749
Business Acquisition, Net of Cash Acquired—(14)
Other Investing Activities30(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 Activities10681
Net Cash Used in Financing Activities(941)(982)
Net Increase (Decrease) in Cash and Cash Equivalents337(546)
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period670933
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 2026Common Shares Outstanding (Thousands)Common Stock and Other CapitalRetained EarningsAccumulated Other Comprehensive (Loss) Income**(a)**Non-controlling Minority InterestTotal Shareholders' Equity
Balance December 31, 20251,859,659$2,808$10,560$(213)$5$13,160
Comprehensive Earnings:
Net Earnings——807——807
Other Comprehensive Income———1—1
Total Comprehensive Earnings808
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 Other3,858941—196
Balance March 31, 20261,857,831$2,896$10,891$(212)$6$13,581
Comprehensive Earnings:
Net Earnings——1,002——1,002
Other Comprehensive Income———3—3
Total Comprehensive Earnings1,005
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 Other74949(1)——48
Balance June 30, 20261,852,311$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

Next: Item 1. FINANCIAL STATEMENTS