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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Volume and Revenue (Unaudited)
Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
Third Quarters
VolumeRevenueRevenue Per Unit
20262025% Change20262025% Change20262025% Change
Chemicals1761647%$790$69713%$4,489$4,2506%
Agricultural and Food Products1141104430382133,7723,4739
Minerals103104(1)24622692,3882,17310
Automotive9799(2)32530663,3513,0918
Metals and Equipment756712267224193,5603,3436
Forest Products72686277247123,8473,6326
Fertilizers4248(13)118126(6)2,8102,6257
Total Merchandise67966032,4532,208113,6133,3458
Intermodal82076876345272077368613
Coal1881842537490102,8562,6637
Trucking———22720710———
Other———1661557———
Total1,6871,6125%$4,017$3,58712%$2,381$2,2257%
Nine Months
VolumeRevenueRevenue Per Unit
20262025% Change20262025% Change20262025% Change
Chemicals5214945%$2,286$2,0969%$4,388$4,2433%
Agricultural and Food Products34934221,2831,20863,6763,5324
Minerals290282368062592,3452,2166
Automotive286289(1)93289743,2593,1045
Metals and Equipment2122025743657133,5053,2528
Forest Products206208(1)77274633,7483,5874
Fertilizers141143(1)39138812,7732,7132
Total Merchandise2,0051,96027,0876,61773,5353,3765
Intermodal2,3692,21371,7721,5111774868310
Coal54853721,5151,42862,7652,6594
Trucking———6556206———
Other———405408(1)———
Total4,9224,7105%$11,434$10,5848%$2,323$2,2473%

CSX Q3 2026 Form 10-Q p.32

CSX CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Third Quarter 2026

Revenue

Total revenue increased 12% in third quarter 2026 when compared to third quarter 2025 primarily due to increased fuel surcharge revenue as well as higher volume and pricing across merchandise, intermodal and coal.

Merchandise Volume

Chemicals - Increased primarily due to higher shipments of petcoke, waste, plastics and crude oil.

Agricultural and Food Products - Increased due to higher shipments of domestic and export grains and feed ingredients, partially offset by decreased shipments of ethanol.

Minerals - Decreased due to lower shipments of limestone, partially offset by higher shipments of construction-related materials.

Automotive - Decreased due to the impact of a temporary outage at a customer location associated with re-tooling efforts.

Metals and Equipment - Increased due to higher steel, equipment, and aluminum shipments.

Forest Products - Increased due to higher lumber and building products shipments, including benefits from a tighter trucking environment, which were partially offset by lower shipments of pulp and paper products, which includes the impacts of customer plant closures.

Fertilizers - Shipments decreased as higher input costs led to reduced fertilizer demand.

Intermodal Volume

Domestic shipments increased due to wins with key customers, new service offerings and a tightening truck environment. International shipments decreased slightly.

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 $20 million versus the prior year primarily due to higher fuel surcharge.

Other Revenue

Other revenue increased $11 million primarily due to higher revenue for intermodal storage and equipment usage.

CSX Q3 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 decreased $53 million, or 2%, in third quarter 2026 when compared to third quarter 2025. Third quarter 2026 expense included offsetting impacts of a $170 million increase in fuel expense and a $164 million decrease in goodwill impairment expense compared to prior year.

Labor and Fringe expense increased $19 million due to the following:

  • Incentive compensation increased $53 million driven by higher expected payouts.

  • An increase of $38 million was due to wage and healthcare cost inflation.

  • A decrease of $22 million was due to prior year management and executive severance costs.

  • The remaining $50 million net decrease was mostly due to lower headcount.

Purchased Services and Other expense decreased $73 million due to the following:

  • Efficiency savings, net of inflation, of $42 million were driven by cost reductions across operating and support functions.

  • Gains on property dispositions were $11 million in third quarter 2026 compared to $7 million in the prior year.

  • All other net costs decreased $27 million, primarily due to the effects of higher costs in the prior year related to network disruptions, including rerouting impacts, and technology contract restructuring costs.

Depreciation and Amortization expense decreased $11 million primarily as a result of an equipment depreciation study, partially offset by increases related to a larger asset base.

Fuel costs increased $170 million mostly due to a 67% increase in locomotive fuel prices as well as higher non-locomotive fuel prices, partially offset by efficiency savings.

Equipment and Other Rents expense increased $6 million due to longer merchandise cycle times and higher volume.

Goodwill Impairment expense in the prior year for Quality Carriers was $164 million.

Interest Expense

Interest expense decreased $3 million.

Other Income - Net

Other income - net was flat as higher interest income was offset by other items.

Income Tax Expense

Income tax expense increased $128 million primarily due to higher earnings before income taxes.

CSX Q3 2026 Form 10-Q p.34

CSX CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Nine Months Results of Operations

Revenue increased $850 million primarily due to volume and price growth in merchandise, intermodal and coal together with higher fuel recovery.

Total expense decreased $68 million resulting from efficiency savings, the impact of prior year costs related to goodwill impairment and network disruptions, higher gains on property dispositions, and lower depreciation due to the equipment depreciation study. These and other decreases were largely offset by higher fuel prices, inflation, higher incentive compensation, and higher volume-related costs.

Interest expense was flat.

Other income - net was flat as higher interest income was offset by other non-significant items.

Income tax expense increased $226 million primarily due to higher earnings before income taxes.

CSX Q3 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.

Prior Year Adjusted Operating Results

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

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

Quarter Ended September 30, 2025
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginNet EarningsNet Earnings Per Share, Assuming Dilution
GAAP Operating Results$1,08730.3%$694$0.37
Goodwill Impairment1644.6%1240.07
Adjusted Operating Results (non-GAAP)$1,25134.9%$818$0.44
Nine Months Ended September 30, 2025
(Dollars in millions, except per share amounts)Operating IncomeOperating MarginNet EarningsNet Earnings Per Share, Assuming Dilution
GAAP Operating Results$3,41132.2%$2,169$1.16
Goodwill Impairment1641.6%1240.06
Adjusted Operating Results (non-GAAP)$3,57533.8%$2,293$1.22

CSX Q3 2026 Form 10-Q p.36

CSX CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 $1.6 billion from the prior year is primarily due to decreased property additions driven by completion of the Blue Ridge subdivision rebuild, prior year payments of previously postponed taxes, and higher cash-generating net earnings. Prior year property additions included $440 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).

Nine Months
(Dollars in Millions)20262025
Net cash provided by operating activities$4,216$3,227
Property Additions(1,712)(2,225)
Proceeds and Advances from Property Dispositions14464
Free Cash Flow (before payment of dividends)$2,648$1,066

CSX Q3 2026 Form 10-Q p.37

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 third quarter of 2026, velocity decreased by 2% and dwell increased by 12% versus prior year. Carload trip plan performance decreased by 12% and intermodal trip plan performance decreased by 11%. 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 0.97 in third quarter 2026 improved 17% compared to prior year and the FRA train accident rate of 2.77 improved 5%. 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.

Third QuartersNine Months
20262025Improvement / (Deterioration)20262025Improvement / (Deterioration)
Operations Performance
Train Velocity (Miles Per Hour)18.618.9(2)%18.518.03%
Dwell (Hours)10.69.5(12)%10.810.5(3)%
Cars Online128,828121,278(6)%128,107127,698—%
On-Time Originations69%75%(8)%70%71%(1)%
On-Time Arrivals56%64%(13)%57%59%(3)%
Carload Trip Plan Performance73%83%(12)%73%76%(4)%
Intermodal Trip Plan Performance83%93%(11)%86%91%(5)%
Fuel Efficiency0.920.942%0.940.973%
Revenue Ton-Miles (Billions)
Merchandise33.432.82%100.498.32%
Coal9.39.9(6)%26.927.6(3)%
Intermodal8.07.74%23.422.35%
Total Revenue Ton-Miles50.750.41%150.7148.22%
Total Gross Ton-Miles (Billions)98.998.8—%292.1292.3—%
Safety
FRA Personal Injury Frequency Index0.971.1717%0.851.0418%
FRA Train Accident Rate2.772.915%2.863.5319%

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 Q3 2026 Form 10-Q p.38

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 (RTMs) - The movement of one revenue-producing ton of freight over a distance of one mile.

Gross Ton-Miles (GTMs) - The movement of one ton of train weight over one mile. GTMs 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 Q3 2026 Form 10-Q p.39

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 $553 million and decrease of $321 million in cash and cash equivalents for the nine months ended September 30, 2026, and September 30, 2025, respectively.

557 559 561

  • The Company generated $989 million more cash from operating activities primarily driven by higher cash-generating net earnings and net favorable working capital activities. Working capital changes included the impact of the prior year payment of postponed taxes, partially offset by the impact of higher accounts receivable commensurate with higher revenues.

  • CSX used $238 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 as well as increased proceeds from property dispositions in the current year. These decreases were partially offset by net purchases of short-term investments in 2026.

  • The Company used $353 million more cash for financing activities as the prior year included proceeds from debt issuances compared with none in the current year. This decrease in proceeds was partially offset by lower share repurchases in the current year.

CSX Q3 2026 Form 10-Q p.40

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 third quarter 2026, CSX had $1.6 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 nine months ended September 30, 2026, CSX did not issue any long-term debt. As of September 30, 2026, approximately $1.7 billion of debt is classified as current. As described above, the Company has multiple sources of liquidity available to sufficiently address these obligations, including cash on hand, cash generated from operations, and access to financing sources.

CSX has a $1.2 billion unsecured, revolving credit facility backed by a diverse syndicate of banks that expires in February 2028. At September 30, 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 September 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 Q3 2026 Form 10-Q p.41

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 $1.5 billion from year end primarily due to a $930 million increase in cash and short-term investments, a $331 million increase in net property consistent with planned capital expenditures, and a $187 million increase in accounts receivable commensurate with increased revenue.

Total liabilities increased $250 million from year end primarily due to a $116 million increase in deferred income taxes primarily driven by bonus tax depreciation. Increases in income and other taxes payable and interest payable were driven by the timing of payments. Total shareholders' equity increased $1.2 billion from year end primarily driven by net earnings of $2.9 billion, partially offset by share repurchases of $1.0 billion and dividends paid of $779 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 $676 million as of September 30, 2026, and $583 million as of December 31, 2025. This deficit increase of $93 million since year end was primarily driven by a $1.0 billion reclass of long-term debt to current, partially offset by a $930 million increase in cash and short-term investments as noted above. 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 16,400 of the Company's approximately 21,900 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 Q3 2026 Form 10-Q p.42

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.

  • 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 Q3 2026 Form 10-Q p.43

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;

  • 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;

  • competition from other modes of freight transportation, such as trucking, and competition and consolidation or financial distress within the transportation industry generally;

  • 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;

  • 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;

  • changes in fuel prices, surcharges for fuel and the availability of fuel;

  • the impact of natural gas prices on coal-fired electricity generation;

  • the impact of global supply and price of seaborne coal on CSX's export coal market;

  • availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;

  • 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;

  • adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;

  • loss of key personnel or the inability to hire and retain qualified employees;

CSX Q3 2026 Form 10-Q p.44

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;

  • the Company's success in implementing its strategic, financial and operational initiatives, including, but not limited to, acquisitions;

  • the impact of conditions in the real estate market on the Company's ability to sell assets;

  • changes in operating conditions and costs, including the impacts of inflation, or commodity concentrations;

  • the impacts of a public health crisis and any policies or initiatives instituted in response; and

  • 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 Q3 2026 Form 10-Q p.45

CSX CORPORATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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