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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 September 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 1,843,398,210 shares of common stock outstanding on September 30, 2026 (the latest practicable date that is closest to the filing date).

CSX Q3 2026 Form 10-Q p.1

CSX CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026

INDEX

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements3
Consolidated Income Statements (Unaudited) - Quarters and Nine Months Ended September 30, 2026 and September 30, 20253
Condensed Consolidated Comprehensive Income Statements (Unaudited) - Quarters and Nine Months Ended September 30, 2026 and September 30, 20253
Consolidated Balance Sheets - At September 30, 2026 (Unaudited) and December 31, 20254
Consolidated Cash Flow Statements (Unaudited) - Nine Months Ended September 30, 2026 and September 30, 20255
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - Quarters and Nine Months Ended September 30, 2026 and September 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 Risk46
Item 4.Controls and Procedures46
PART II.OTHER INFORMATION
Item 1.Legal Proceedings47
Item 1A.Risk Factors47
Item 2.CSX Purchases of Equity Securities47
Item 3.Defaults Upon Senior Securities48
Item 4.Mine Safety Disclosures48
Item 5.Other Information48
Item 6.Exhibits49
Signature50

CSX Q3 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)

Third QuartersNine Months
2026202520262025
Revenue$4,017$3,587$11,434$10,584
Expense
Labor and Fringe8348152,4772,427
Purchased Services and Other6577301,9172,214
Depreciation and Amortization4134241,2391,276
Fuel4512811,199825
Equipment and Other Rents9286273267
Goodwill Impairment—164—164
Total Expense2,4472,5007,1057,173
Operating Income1,5701,0874,3293,411
Interest Expense(207)(210)(631)(631)
Other Income - Net21216969
Earnings Before Income Taxes1,3848983,7672,849
Income Tax Expense(332)(204)(906)(680)
Net Earnings$1,052$694$2,861$2,169
Per Common Share (Note 2)
Net Earnings Per Share, Basic$0.57$0.37$1.54$1.16
Net Earnings Per Share, Assuming Dilution$0.57$0.37$1.54$1.16
Average Shares Outstanding (In Millions)1,8491,8641,8551,874
Average Shares Outstanding, Assuming Dilution (In Millions)1,8531,8671,8581,876

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS (Unaudited)

(Dollars in Millions)

Third QuartersNine Months
2026202520262025
Total Comprehensive Earnings (Note 10)$1,053$698$2,866$2,181

See accompanying notes to consolidated financial statements.

CSX Q3 2026 Form 10-Q p.3

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(Dollars in Millions)

(Unaudited)
September 30, 2026December 31, 2025
ASSETS
Current Assets:
Cash and Cash Equivalents$1,223$670
Short-term Investments (Note 9)3825
Accounts Receivable - Net (Note 8)1,4851,298
Materials and Supplies401390
Other Current Assets142187
Total Current Assets3,6332,550
Properties54,91153,816
Accumulated Depreciation(17,769)(17,005)
Properties - Net37,14236,811
Investment in Affiliates and Other Companies2,7072,634
Right-of-Use Lease Asset477464
Goodwill and Other Intangible Assets - Net258267
Other Long-term Assets937956
Total Assets$45,154$43,682
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable$1,137$1,149
Labor and Fringe Benefits Payable566532
Casualty, Environmental and Other Reserves (Note 4)185184
Current Maturities of Long-term Debt (Note 7)1,702708
Income and Other Taxes Payable205118
Interest Payable245170
Other Current Liabilities269272
Total Current Liabilities4,3093,133
Casualty, Environmental and Other Reserves (Note 4)294295
Long-term Debt (Note 7)17,10218,165
Deferred Income Taxes - Net8,0307,914
Long-term Lease Liability492479
Other Long-term Liabilities545536
Total Liabilities30,77230,522
Shareholders' Equity:
Common Stock, $1 Par Value1,8421,860
Other Capital1,134948
Retained Earnings11,60810,560
Accumulated Other Comprehensive Loss (Note 10)(208)(213)
Non-controlling Minority Interest65
Total Shareholders' Equity14,38213,160
Total Liabilities and Shareholders' Equity$45,154$43,682

See accompanying notes to consolidated financial statements.

CSX Q3 2026 Form 10-Q p.4

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

(Dollars in Millions)

Nine Months
20262025
OPERATING ACTIVITIES
Net Earnings$2,861$2,169
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities:
Depreciation and Amortization1,2391,276
Deferred Income Taxes115143
Goodwill Impairment—164
Other Operating Activities(128)(58)
Changes in Operating Assets and Liabilities:
Accounts Receivable(196)(30)
Other Current Assets64(32)
Accounts Payable6736
Income and Other Taxes Payable86(508)
Other Current Liabilities10867
Net Cash Provided by Operating Activities4,2163,227
INVESTING ACTIVITIES
Property Additions(1,712)(2,225)
Purchases of Short-Term Investments(515)—
Proceeds from Sales of Short-term Investments15372
Proceeds and Advances from Property Dispositions14464
Business Acquisition, Net of Cash Acquired—(15)
Other Investing Activities23(41)
Net Cash Used In Investing Activities(1,907)(2,145)
FINANCING ACTIVITIES
Shares Repurchased(1,061)(1,284)
Dividends Paid(779)(730)
Long-term Debt Repaid (Note 7)(10)(12)
Long-term Debt Issued (Note 7)—600
Other Financing Activities9423
Net Cash Used in Financing Activities(1,756)(1,403)
Net Increase (Decrease) in Cash and Cash Equivalents553(321)
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents at Beginning of Period670933
Cash and Cash Equivalents at End of Period$1,223$612

Certain prior year data has been reclassified to conform to the current presentation.

See accompanying notes to consolidated financial statements.

CSX Q3 2026 Form 10-Q p.5

CSX CORPORATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in Millions)

Nine 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
Comprehensive Earnings:
Net Earnings——1,052——1,052
Other Comprehensive Income———1—1
Total Comprehensive Earnings1,053
Common stock dividends, $0.14 per share——(259)——(259)
Share Repurchases(11,143)(11)(532)——(543)
Excise Tax on Net Share Repurchases——(5)——(5)
Stock Option Exercises and Other91648———48
Balance September 30, 20261,842,084$2,976$11,608$(208)$6$14,382

(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, $57 million as of June 30, 2026, and $57 million as of September 30, 2026. For additional information, see Note 10, Other Comprehensive Income.

See accompanying notes to consolidated financial statements.

CSX Q3 2026 Form 10-Q p.6

CSX CORPORATION

Next: Item 1. FINANCIAL STATEMENTS