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| LEI | 549300JVQR4N1MMP3Q88 |
| CIK | 277948 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CSX Corporation
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 (May 12, 2026) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S |
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| April 22, 2026 |
Notice of Performance Unit Grant Exhibit 10.1 Notice of Performance Unit Grant Name of Participant: [Name] Person Number: [ID #] Performance Measure: [Performance Measure] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Performance Period: January 01, 2026 – December 31, 2028 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) has granted to you performan |
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| April 22, 2026 |
Notice of Restricted Stock Unit Grant Exhibit 10.6 Notice of Restricted Stock Unit Grant Name of Participant: Stephen F. Angel Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 26, 2027 February 26, 2028 February 26, 2029 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) ha |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| April 22, 2026 |
Notice of Non-Qualified Stock Option Grant Exhibit 10.3 Notice of Non-Qualified Stock Option Grant Name of Participant: [Name] Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Options Granted: [# Units Granted] Grant Date: [Grant Date] Option Exercise Price: [Option Exercise Price] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 26, 2027 February 26, 2028 February 26, 2029 Expiration Date: [Expir |
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| April 22, 2026 |
Notice of Non-Qualified Stock Option Grant Exhibit 10.4 Notice of Non-Qualified Stock Option Grant Name of Participant: Stephen F. Angel Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Options Granted: [# Units Granted] Grant Date: [Grant Date] Option Exercise Price: [Option Exercise Price] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 26, 2027 February 26, 2028 February 26, 2029 Expiration Da |
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| April 22, 2026 |
Notice of Restricted Stock Unit Grant Exhibit 10.5 Notice of Restricted Stock Unit Grant Name of Participant: [Name] Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 26, 2027 February 26, 2028 February 26, 2029 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) has granted |
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| April 22, 2026 |
CSX Corp. Announces First Quarter 2026 Results Exhibit 99.1 CSX Corp. Announces First Quarter 2026 Results JACKSONVILLE, Fla. – April 22, 2026 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2026 operating income of $1.25 billion and net earnings of $807 million, or $0.43 per diluted share. In the first quarter of 2025, the company reported operating income of $1.04 billion and net earnings of $646 million, or $0.34 per diluted share. |
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| April 22, 2026 |
CSX Corp. Announces First Quarter 2026 Results Exhibit 99.2 CSX Corp. Announces First Quarter 2026 Results JACKSONVILLE, Fla. – April 22, 2026 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2026 operating income of $1.25 billion and net earnings of $807 million, or $0.43 per diluted share. In the first quarter of 2025, the company reported operating income of $1.04 billion and net earnings of $646 million, or $0.34 per diluted share. |
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| April 22, 2026 |
2026-2028 LTIP Performance Unit Award Agreement Notice of Performance Unit Grant Exhibit 10.2 2026-2028 LTIP Performance Unit Award Agreement Notice of Performance Unit Grant Name of Participant: Stephen F. Angel Person Number: [ID #] Performance Measure: [Performance Measure] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Performance Period: January 01, 2026 – December 31, 2028 Grant Number: [Grant #] CSX Corpora |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 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 CS |
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| March 30, 2026 | ||
| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (☒) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 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 na |
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| February 12, 2026 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant As of December 31, 2025, the Registrant was the beneficial owner of 100% of the common stock of the following significant subsidiaries: CSX Transportation, Inc. (a Virginia corporation) As of December 31, 2025, none of the other subsidiaries included in the Registrant's consolidated financial statements constitute a significant subsidiary. |
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| February 12, 2026 |
Exhibit 24 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned directors of CSX CORPORATION, a Virginia Corporation, which is to file with the Securities and Exchange Commission, Washington, D. |
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| February 12, 2026 |
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE Exhibit 10.39 EMPLOYMENT SEPARATION AGREEMENT AND RELEASE In consideration of the agreement of CSX Corporation, and its subsidiaries and affiliates, including CSX Transportation, Inc. (collectively the “Company” or “CSX”), to pay me the monetary amounts and other benefits described in Paragraph 5 below in accordance with the provisions of the CSX Corporation Executive Severance Plan, as amended an |
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| February 12, 2026 |
Notice of Non-Qualified Stock Option Grant Exhibit 10.38 Notice of Non-Qualified Stock Option Grant Name of Participant: Stephen Angel Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Options Granted: [# Units Granted] Grant Date: [Grant Date] Option Exercise Price: [Option Exercise Price] Vesting Date: September 28, 2028 Expiration Date: [Expiration Date] Grant Number: [Grant #] CSX Corporation (“CSX” or the “Com |
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| February 12, 2026 |
Exhibit 10.37 2025-2027 Performance Unit Award Agreement Notice of Performance Unit Grant Name of Participant: Stephen Angel Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Performance Period: January 01, 2025 – December 31, 2027 Vesting Date: September 28, 2028 Grant Number: [Grant #] CSX Corporation (“CSX” or th |
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| February 12, 2026 |
CSX CORPORATION INSIDER TRADING POLICY Exhibit 19 CSX CORPORATION INSIDER TRADING POLICY CSX Policy Owner: Office of the Corporate Secretary Effective Date: Revised December 2025 Objective This CSX Insider Trading Policy (the “Policy” or “Insider Trading Policy”) is intended to reinforce compliance with applicable federal securities laws by CSX Corporation and its subsidiaries (collectively, “CSX” or the “Company”) and all directors, officers and employees thereof. |
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| January 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| January 22, 2026 |
CSX Corp. Announces Fourth Quarter and Full Year 2025 Results Exhibit 99.2 CSX Corp. Announces Fourth Quarter and Full Year 2025 Results JACKSONVILLE, Fla. – January 22, 2026 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2025 operating income of $1.11 billion and net earnings of $720 million, or $0.39 per share. Fourth quarter operating income and earnings per share include approximately $50 million and $0.02, respectively, in expenses related to |
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| January 22, 2026 |
CSX Corp. Announces Fourth Quarter and Full Year 2025 Results Exhibit 99.1 CSX Corp. Announces Fourth Quarter and Full Year 2025 Results JACKSONVILLE, Fla. – January 22, 2026 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2025 operating income of $1.11 billion and net earnings of $720 million, or $0.39 per share. Fourth quarter operating income and earnings per share include approximately $50 million and $0.02, respectively, in expenses related to |
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| October 29, 2025 |
CSX Announces New Leadership Appointments Exhibit 99.1 CSX Announces New Leadership Appointments JACKSONVILLE, Fla. – October 29, 2025 – CSX (NASDAQ: CSX) today announced executive leadership changes designed to strengthen the company’s strategic focus and advance its long-term growth objectives. Effective immediately, Kevin Boone has been named executive vice president and chief financial officer, succeeding Sean Pelkey, who has departed |
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| October 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| October 23, 2025 |
CSX CORPORATION Action of Authorized Pricing Officers October 20, 2025 Exhibit 4.1 CSX CORPORATION Action of Authorized Pricing Officers October 20, 2025 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as tru |
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| October 23, 2025 |
draft Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk. |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2025 (October 20, 2025) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or Other Jurisdiction of Incorporation) |
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| October 23, 2025 |
CSX Corporation Public Offering of $300,000,000 5.050% Notes due 2035 Exhibit 5.1.2 Hunton Andrews Kurth LLP File No: 034253.0000117 October 23, 2025 Board of Directors CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 CSX Corporation Public Offering of $300,000,000 5.050% Notes due 2035 To the Addressees: We have acted as Virginia counsel to CSX Corporation, a Virginia corporation (the “Company”), for the purpose of providing this opinion let |
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| October 22, 2025 |
$300,000,000 5.050% Notes due 2035 Filed Pursuant to Rule 424(b)(2) Registration No. 333-285319 Prospectus Supplement (To Prospectus dated February 27, 2025) $300,000,000 5.050% Notes due 2035 CSX Corporation is offering $300,000,000 aggregate principal amount of 5.050 % Notes due 2035 (the “New Notes”) The New Notes will be issued as additional notes under the indenture governing the outstanding 5.050 % Notes due 2035, which were |
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| October 22, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 CSX Corporation Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt 5. |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2025 (October 20, 2025) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or Other Jurisdiction of Incorporation) |
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| October 22, 2025 |
Exhibit 1.1 CSX CORPORATION $300,000,000 5.050% Notes due 2035 UNDERWRITING AGREEMENT Dated: October 20, 2025 CSX CORPORATION $300,000,000 5.050% Notes due 2035 UNDERWRITING AGREEMENT October 20, 2025 Citigroup Global Markets Inc. J.P. Morgan Securities LLC UBS Securities LLC As Representatives of the several Underwriters named in Schedule II hereto c/o Citigroup Global Markets Inc. 388 Greenwich |
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| October 20, 2025 |
Subject to Completion, dated October 20, 2025 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. |
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| October 20, 2025 |
CSX Corporation PRICING TERM SHEET October 20, 2025 Filed Pursuant to Rule 433 Registration No. 333-285319 CSX Corporation PRICING TERM SHEET October 20, 2025 $300,000,000 5.050% Notes due 2035 (the “Notes”) Issuer: CSX Corporation Expected Ratings*: A3 (Moody’s) / BBB+ (S&P) / A- (Fitch) Security: 5.050% Notes due 2035 Size: $300,000,000 (to become immediately fungible upon the Settlement Date with the outstanding $600,000,000 principal amount of |
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| October 16, 2025 |
CSX Corp. Announces Third Quarter 2025 Results Exhibit 99.2 CSX Corp. Announces Third Quarter 2025 Results JACKSONVILLE, Fla. – October 16, 2025 – CSX Corp. (NASDAQ: CSX) today announced third quarter operating income of $1.09 billion and net earnings of $694 million, or $0.37 per share. Excluding a non-cash goodwill impairment of $164 million in this year’s third quarter results, adjusted operating income was $1.25 billion and adjusted net ea |
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| October 16, 2025 |
CSX Corp. Announces Third Quarter 2025 Results Exhibit 99.1 CSX Corp. Announces Third Quarter 2025 Results JACKSONVILLE, Fla. – October 16, 2025 – CSX Corp. (NASDAQ: CSX) today announced third quarter operating income of $1.09 billion and net earnings of $694 million, or $0.37 per share. Excluding a non-cash goodwill impairment of $164 million in this year’s third quarter results, adjusted operating income was $1.25 billion and adjusted net ea |
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| October 16, 2025 |
Exhibit 10.1 September 26, 2025 Stephen Angel Re: Employment Letter Dear Steve, On behalf of CSX Corporation (the “Company”), I am pleased to formalize the terms of your employment in your new role as President & Chief Executive Officer (“CEO”) of the Company, reporting to the Board of Directors of the Company (the “Board”). The terms of your employment are set forth below in this letter (the “Let |
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| October 16, 2025 |
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT Exhibit 10.3 Exhibit B CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT This Agreement is made and entered into as of the date of the last signature affixed below by and among CSX Corporation, a Virginia Corporation with its principal place of business at 500 Water Street, Jacksonville, FL 32202, acting on behalf of itself and its subsidiaries, affiliates, successors and assigns ("C |
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| October 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| October 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 September 30, 2025 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 1-802 |
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| October 16, 2025 |
CSX CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT Exhibit 10.2 Exhibit A CSX CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the “Company”), and Stephen Angel (the “Executive”), dated as of September 28, 2025. The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have t |
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| October 16, 2025 |
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE Exhibit 10.4 Execution Copy EMPLOYMENT SEPARATION AGREEMENT AND RELEASE In consideration of the agreement of CSX Corporation, and its subsidiaries and affiliates, including CSX Transportation, Inc. (collectively the “Company” or “CSX”), to pay me the monetary amounts and other benefits described in Paragraph 5 (excluding Paragraph 5(a), which shall be paid regardless of whether or not I sign this |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction of incorporation) (Commission File No |
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| September 29, 2025 |
Exhibit 99.1 CSX Corp. Announces Leadership Transition Steve Angel Appointed Chief Executive Officer Effective September 28 Operating Performance Remains Strong and Still Expect Full-Year Volume Growth JACKSONVILLE, Fla., September 29, 2025 - CSX Corp. (NASDAQ: CSX) today announced that its Board of Directors has named Steve Angel as President and Chief Executive Officer, and a member of the Board |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| July 23, 2025 |
CSX Corp. Announces Second Quarter 2025 Results Exhibit 99.1 CSX Corp. Announces Second Quarter 2025 Results JACKSONVILLE, Fla. – July 23, 2025 – CSX Corp. (NASDAQ: CSX) today announced second quarter 2025 operating income of $1.28 billion compared to $1.45 billion in the prior year period. Net income was $829 million, or $0.44 per diluted share, compared to $963 million, or $0.49 per diluted share, in the same period last year. Total volume of |
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| July 23, 2025 |
CSX Corp. Announces Second Quarter 2025 Results Exhibit 99.2 CSX Corp. Announces Second Quarter 2025 Results JACKSONVILLE, Fla. – July 23, 2025 – CSX Corp. (NASDAQ: CSX) today announced second quarter 2025 operating income of $1.28 billion compared to $1.45 billion in the prior year period. Net income was $829 million, or $0.44 per diluted share, compared to $963 million, or $0.49 per diluted share, in the same period last year. Total volume of |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2025 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 |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Commission file number 1-8022 CSX CORPORATION 401(K) PLAN CSX CORPORATION A Virginia Corporation IRS |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Commission file number 1-8022 CSX CORPORATION CAPITAL BUILDER PLAN CSX CORPORATION A Virginia Corpora |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 (May 7, 2025) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R |
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| April 16, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| April 16, 2025 |
CSX Corp. Announces First Quarter 2025 Results Exhibit 99.2 CSX Corp. Announces First Quarter 2025 Results JACKSONVILLE, Fla. – April 16, 2025 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2025 operating income of $1.04 billion compared to $1.34 billion in the prior year period. Net income was $646 million, or $0.34 per diluted share, compared to $880 million, or $0.45 per diluted share, in the same period last year.1 Total volume of |
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| April 16, 2025 |
CSX Corp. Announces First Quarter 2025 Results Exhibit 99.1 CSX Corp. Announces First Quarter 2025 Results JACKSONVILLE, Fla. – April 16, 2025 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2025 operating income of $1.04 billion compared to $1.34 billion in the prior year period. Net income was $646 million, or $0.34 per diluted share, compared to $880 million, or $0.45 per diluted share, in the same period last year.1 Total volume of |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2025 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 CS |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 25, 2025 |
Annual Report 2024Making connections Prioritizing our people, our customers, and our communities IN THIS REPORT Message from the CEO 02 OUR PEOPLE Powered to Perform 06 Financial Performance 08 Safety Performance 10 OUR CUSTOMERS Service Performance 14 Growth Opportunities 16 i OUR COMMUNITIES Environmental, Social, and Governance 20 Board of Directors 30 Executive Management 32 1 In This Report Our people Our customers Our Communities Powered to Perform Financial Performance Safety Performance Service Performance Growth Opportunities Environmental, Social, and Governance Message from the CEO Board of Directors Executive Management 06 08 10 14 16 20 02 30 321 1 A • . |
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| March 10, 2025 |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1). EX-5.1(1) Exhibit 5.1.1 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com March 10, 2025 Re: CSX Corporation - $600,000,000 aggregate principal amount of its 5.050% Notes due 2035 CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 Ladies and Gentlemen: CSX Corporation, a Virginia corporation (the “Company”), has filed with the Securities and Exch |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2025 (March 6, 2025) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Com |
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| March 10, 2025 |
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2). EX-5.1(2) Exhibit 5.1.2 Board of Directors CSX Corporation March 10, 2025 Page 1 HUNTON ANDREWS KURTH LLP FILE NO: 034253.0000117 March 10, 2025 Board of Directors CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 CSX Corporation Public Offering of $600,000,000 5.050% Notes due 2035 To the Addressees: We have acted as Virginia counsel to CSX Corporation, a Virginia corporati |
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| March 10, 2025 |
Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. |
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| March 10, 2025 |
Action of Authorized Pricing Officers of CSX Corporation dated March 6, 2025. Exhibit 4.1 CSX CORPORATION Action of Authorized Pricing Officers March 6, 2025 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as truste |
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| March 7, 2025 |
$600,000,000 5.050% Notes due 2035 Filed Pursuant to Rule 424(b)(2) Registration No. 333-285319 Prospectus Supplement (To Prospectus dated February 27, 2025) $600,000,000 5.050% Notes due 2035 CSX Corporation is offering $600,000,000 aggregate principal amount of 5.050% Notes due 2035 (the “Notes”). The Notes will mature on June 15, 2035. Interest is payable on the Notes on June 15 and December 15 of each year, commencing June 15, |
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| March 7, 2025 |
EX-1.1 Exhibit 1.1 CSX CORPORATION $600,000,000 5.050% Notes due 2035 UNDERWRITING AGREEMENT Dated: March 6, 2025 CSX CORPORATION $600,000,000 5.050% Notes due 2035 UNDERWRITING AGREEMENT March 6, 2025 Barclays Capital Inc. BofA Securities, Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule II hereto c/o Barclays Capital Inc. 74 |
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| March 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CSX Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5. |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2025 (March 6, 2025) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 6, 2025 |
Subject to Completion, dated March 6, 2025 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-285319 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities in any jurisdiction where the offer |
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| March 6, 2025 |
Filed Pursuant to Rule 433 Registration No. 333-285319 CSX Corporation PRICING TERM SHEET March 6, 2025 $600,000,000 5.050% Notes due 2035 (the “Notes”) Issuer: CSX Corporation Expected Ratings*: A3 (Moody’s) / BBB+ (S&P) / A- (Fitch) Security: 5.050% Notes due 2035 Size: $600,000,000 Maturity Date: June 15, 2035 Coupon: 5.050% Interest Payment Dates: June 15 and December 15 of each year, commenci |
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| February 27, 2025 |
Form of Underwriting Agreement for Debt Securities (b) Exhibit 1.1 [FORM OF UNDERWRITING AGREEMENT FOR DEBT SECURITIES] CSX CORPORATION $[AMOUNT OF OFFERING] [TITLE OF SECURITIES] UNDERWRITING AGREEMENT [DATE] [NAME OF REPRESENTATIVE] As Representative of the several Underwriters named in Schedule II hereto [ADDRESS] Ladies and Gentlemen: CSX CORPORATION, a Virginia corporation (the “Company”), proposes to issue and sell to the parties named in Schedu |
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| February 27, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 CSX Corporation CSX Capital Trust I CSX Transportation, Inc. |
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| February 27, 2025 |
EXHIBIT 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (J |
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| February 27, 2025 |
Exhibit 24 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned directors of CSX CORPORATION, a Virginia Corporation, which is to file with the Securities and Exchange Commission, Washington, D. |
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| February 27, 2025 |
Consent of Richards, Layton & Finger, P.A. contained in the opinion filed as Exhibit 5.3 hereto (b) EXHIBIT 5.3 February 27, 2025 CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 Re: CSX Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for CSX Capital Trust I, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. We have examined and relied upon suc |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Exhibit 10.34 CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT This Agreement is made and entered into as of the date of the last signature affixed below by and among CSX Corporation, a Virginia Corporation with its principal place of business at 500 Water Street, Jacksonville, FL 32202, acting on behalf of itself and its subsidiaries, affiliates, successors and assigns ("CSX" or th |
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| February 27, 2025 |
EXHIBIT 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (J |
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| February 27, 2025 |
EXHIBIT 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (J |
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| February 27, 2025 |
EXHIBIT 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (J |
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| February 27, 2025 |
Exhibit 19 CSX CORPORATION INSIDER TRADING POLICY CSX Policy Owner: Office of the Corporate Secretary Effective Date: Revised November 2024 Objective This CSX Insider Trading Policy (the “Policy” or “Insider Trading Policy”) is intended to reinforce compliance with applicable federal securities laws by CSX Corporation and its subsidiaries (collectively, “CSX” or the “Company”) and all directors, officers and employees thereof. |
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| February 27, 2025 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant As of December 31, 2024, the Registrant was the beneficial owner of 100% of the common stock of the following significant subsidiaries: CSX Transportation, Inc. (a Virginia corporation) As of December 31, 2024, none of the other subsidiaries included in the Registrant's consolidated financial statements constitute a significant subsidiary. |
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| February 27, 2025 |
CSX Executives' Deferred Compensation Plan (as amended and restated effective July 11, 2023) Exhibit 10.17 CSX Executives’ Deferred Compensation Plan Originally effective January 1, 2005 As Amended and Restated Effective January 1, 2021 As Further Amended and Restated Effective as of July 11, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01.Account 1 1.02.Administrator 1 1.03.Affiliated Company. 1 1.04.Alternative Compensation 1 1.05.Alternative Compensation Deferral Agreement 1 1 |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (☒) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 na |
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| February 27, 2025 |
EXHIBIT 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (J |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 27, 2025 |
Ann Begeman Appointed to CSX Board of Directors Exhibit 99.1 Ann Begeman Appointed to CSX Board of Directors JACKSONVILLE, Fla. – January 27, 2025 – CSX Corporation (NASDAQ: CSX) today announced that Ann Begeman has been appointed to the company’s board of directors. “Ann brings a wealth of industry expertise and knowledge to our team where she will play a vital role in our commitment to deliver service excellence and business growth,” said Joe |
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| January 23, 2025 |
CSX Corp. Announces Fourth Quarter and Full Year 2024 Results Exhibit 99.1 CSX Corp. Announces Fourth Quarter and Full Year 2024 Results JACKSONVILLE, Fla. – January 23, 2025 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2024 operating income of $1.11 billion compared to $1.32 billion in the prior year period. Net income was $733 million, or $0.38 per diluted share, compared to $882 million, or $0.45 per diluted share, in the same period last year |
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| January 23, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| January 23, 2025 |
CSX Corp. Announces Fourth Quarter and Full Year 2024 Results Exhibit 99.2 CSX Corp. Announces Fourth Quarter and Full Year 2024 Results JACKSONVILLE, Fla. – January 23, 2025 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2024 operating income of $1.11 billion compared to $1.32 billion in the prior year period. Net income was $733 million, or $0.38 per diluted share, compared to $882 million, or $0.45 per diluted share, in the same period last year |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2024 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| November 12, 2024 |
Exhibit 99.1 CSX Announces Leadership Changes to its Legal Organization Nathan Goldman to retire, Michael Burns named SVP and Chief Legal Officer JACKSONVILLE, Fla. – November 12, 2024 – CSX (NASDAQ: CSX) today announced that Executive Vice President and Chief Legal Officer Nathan Goldman will retire from the company, on January 1, 2025. Michael Burns is promoted to Senior Vice President and Chief |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 September 30, 2024 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 1-802 |
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| October 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| October 16, 2024 |
CSX Corp. Announces Third Quarter 2024 Results Exhibit 99.1 CSX Corp. Announces Third Quarter 2024 Results JACKSONVILLE, Fla. – October 16, 2024 – CSX Corp. (NASDAQ: CSX) today announced third quarter 2024 operating income of $1.35 billion compared to $1.27 billion in the prior year period. Net earnings were $894 million, or $0.46 per diluted share, compared to $828 million, or $0.41 per diluted share, in the same period last year. Total volum |
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| October 16, 2024 |
CSX Corp. Announces Third Quarter 2024 Results Exhibit 99.2 CSX Corp. Announces Third Quarter 2024 Results JACKSONVILLE, Fla. – October 16, 2024 – CSX Corp. (NASDAQ: CSX) today announced third quarter 2024 operating income of $1.35 billion compared to $1.27 billion in the prior year period. Net earnings were $894 million, or $0.46 per diluted share, compared to $828 million, or $0.41 per diluted share, in the same period last year. Total volum |
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| September 18, 2024 |
Action of Authorized Pricing Officers of CSX Corporation dated September 16, 2024. Exhibit 4.1 CSX CORPORATION Action of Authorized Pricing Officers September 16, 2024 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as t |
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| September 18, 2024 |
Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. |
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| September 18, 2024 |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1). EX-5.1(1) Exhibit 5.1.1 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com September 18, 2024 Re: CSX Corporation – $550,000,000 aggregate principal amount of its 4.900% Notes due 2055 CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 Ladies and Gentlemen: CSX Corporation, a Virginia corporation (the “Company”), has filed with the Securities and |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 18, 2024 (September 16, 2024) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporatio |
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| September 18, 2024 |
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2). EX-5.1(2) Exhibit 5.1.2 HUNTON ANDREWS KURTH LLP FILE NO: 034253.0000117 September 18, 2024 Board of Directors CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 CSX Corporation Public Offering of $550,000,000 4.900% Notes due 2055 To the Addressees: We have acted as special Virginia counsel to CSX Corporation, a Virginia corporation (the “Company”), for the purpose of provid |
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| September 17, 2024 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CSX Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4. |
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| September 17, 2024 |
Exhibit 1.1 CSX CORPORATION $550,000,000 4.900% Notes due 2055 UNDERWRITING AGREEMENT Dated: September 16, 2024 CSX CORPORATION $550,000,000 4.900% Notes due 2055 UNDERWRITING AGREEMENT September 16, 2024 Citigroup Global Markets Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC UBS Securities LLC As Representatives of the several Underwriters named in Schedule II hereto c/o Citigroup Globa |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2024 (September 16, 2024) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or Other Jurisdiction of Incorporat |
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| September 17, 2024 |
$550,000,000 4.900% Notes due 2055 424B2 Filed Pursuant to Rule 424(b)(2) Registration No. 333-262788 Prospectus Supplement (To Prospectus dated February 16, 2022) $550,000,000 4.900% Notes due 2055 CSX Corporation is offering $550,000,000 aggregate principal amount of 4.900% Notes due 2055 (the “Notes”). The Notes will mature on March 15, 2055. Interest is payable on the Notes on March 15 and September 15 of each year, commencing |
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| September 16, 2024 |
Subject to Completion, dated September 16, 2024 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262788 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities in any jurisdiction where the |
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| September 16, 2024 |
Filed Pursuant to Rule 433 Registration No. 333-262788 CSX Corporation PRICING TERM SHEET September 16, 2024 $550,000,000 4.900% Notes due 2055 (the “Notes”) Issuer: CSX Corporation Expected Ratings*: A3 / BBB+ Security: 4.900% Notes due 2055 Size: $550,000,000 Maturity Date: March 15, 2055 Coupon: 4.900% Interest Payment Dates: March 15 and September 15 of each year, commencing on March 15, 2025 |
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| August 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| August 5, 2024 |
CSX Corp. Announces Second Quarter 2024 Results Exhibit 99.1 CSX Corp. Announces Second Quarter 2024 Results JACKSONVILLE, Fla. – August 5, 2024 – CSX Corp. (NASDAQ: CSX) today announced Second quarter 2024 operating income of $1.45 billion compared to $1.47 billion in the prior year period. Net earnings were $963 million, or $0.49 per diluted share, compared to $984 million, or $0.49 per diluted share, in the same period last year. Total volum |
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| August 5, 2024 |
CSX Corp. Announces Second Quarter 2024 Results Exhibit 99.2 CSX Corp. Announces Second Quarter 2024 Results JACKSONVILLE, Fla. – August 5, 2024 – CSX Corp. (NASDAQ: CSX) today announced second quarter 2024 operating income of $1.45 billion compared to $1.47 billion in the prior year period. Net earnings were $963 million, or $0.49 per diluted share, compared to $984 million, or $0.49 per diluted share, in the same period last year. Total volum |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2024 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 |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Commission file number 1-8022 CSX CORPORATION 401(K) PLAN CSX CORPORATION A Virginia Corporation IRS |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Commission file number 1-8022 CSX CORPORATION CAPITAL BUILDER PLAN CSX CORPORATION A Virginia Corpora |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 (May 8, 2024) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 001-08022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2024 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 CS |
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| April 17, 2024 |
CSX Corp. Announces First Quarter 2024 Results Exhibit 99.2 CSX Corp. Announces First Quarter 2024 Results JACKSONVILLE, Fla. – April 17, 2024 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2024 operating income of $1.35 billion compared to $1.46 billion in the prior year period. Net earnings were $893 million, or $0.46 per diluted share, compared to $987 million, or $0.48 per diluted share, in the same period last year. Total volume |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| April 17, 2024 |
CSX Corp. Announces First Quarter 2024 Results Exhibit 99.1 CSX Corp. Announces First Quarter 2024 Results JACKSONVILLE, Fla. – April 17, 2024 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2024 operating income of $1.35 billion compared to $1.46 billion in the prior year period. Net earnings were $893 million, or $0.46 per diluted share, compared to $987 million, or $0.48 per diluted share, in the same period last year. Total volume |
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| March 28, 2024 |
United States securities and exchange commission logo March 28, 2024 Sean Pelkey Chief Financial Officer CSX Corporation 500 Water Street 15th Floor Jacksonville, FL 32202 Re: CSX Corporation Form 10-K for the Fiscal Year ended December 31, 2023 Filed February 14, 2024 File No. |
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| March 25, 2024 |
March 25, 2024 VIA EDGAR Mr. Karl Hiller Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: CSX Corporation Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 14, 2024 File No. 001-08022 Dear Mr. Hiller: CSX Corporation (“CSX” or the “Company”) is writing in response to the staff’s comment letter dated March |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 25, 2024 | ||
| March 13, 2024 |
United States securities and exchange commission logo March 13, 2024 Sean Pelkey Chief Financial Officer CSX Corporation 500 Water Street 15th Floor Jacksonville, FL 32202 Re: CSX Corporation Form 10-K for the Fiscal Year ended December 31, 2023 Filed February 14, 2024 File No. |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2024 (February 16, 2024) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or Other Jurisdiction of Incorporation) |
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| February 14, 2024 |
Exhibit 24 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned directors of CSX CORPORATION, a Virginia Corporation, which is to file with the Securities and Exchange Commission, Washington, D. |
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| February 14, 2024 |
Exhibit 4.2 Description of CSX Corporation Common Stock The following description of our common stock, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, is a summary and is qualified in its entirety by reference to CSX’s amended and restated articles of incorporation and bylaws, which are incorporated by reference as exhibits to the Annual Report on Form 1 |
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| February 14, 2024 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant As of December 31, 2023, the Registrant was the beneficial owner of 100% of the common stock of the following significant subsidiaries: CSX Transportation, Inc. (a Virginia corporation) As of December 31, 2023, none of the other subsidiaries included in the Registrant's consolidated financial statements constitute a significant subsidiary. |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (☒) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 na |
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| February 14, 2024 |
Financial Statement Compensation Recoupment Policy Exhibit 97 CSX CORPORATION FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY This CSX Corporation Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation and Talent Management Committee (“Committee”) of the Board of Directors (the “Board”) of CSX Corporation (the “Company”) on October 10, 2023. |
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| February 13, 2024 |
CSX / CSX Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0712-csxcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: CSX Corp Title of Class of Securities: Common Stock CUSIP Number: 126408103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant |
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| January 26, 2024 |
CSX / CSX Corporation / BlackRock Inc. Passive Investment SC 13G/A 1 us1264081035012624.txt us1264081035012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 7) CSX CORPORATION - (Name of Issuer) Common Stock - (Title of Class of Securities) 126408103 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| January 24, 2024 |
CSX Corp. Announces Fourth Quarter and Full Year 2023 Results Exhibit 99.2 CSX Corp. Announces Fourth Quarter and Full Year 2023 Results JACKSONVILLE, Fla. – January 24, 2024 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2023 operating income of $1.32 billion compared to $1.46 billion in the prior year period. Net earnings were $886 million, or $0.45 per diluted share, compared to $1.02 billion, or $0.49 per diluted share, in the same period last |
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| January 24, 2024 |
CSX Corp. Announces Fourth Quarter and Full Year 2023 Results Exhibit 99.1 CSX Corp. Announces Fourth Quarter and Full Year 2023 Results JACKSONVILLE, Fla. – January 24, 2024 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2023 operating income of $1.32 billion compared to $1.46 billion in the prior year period. Net earnings were $886 million, or $0.45 per diluted share, compared to $1.02 billion, or $0.49 per diluted share, in the same period last |
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| January 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| October 20, 2023 |
Form of Change of Control Agreement for Chief Executive Officer, effective as of July 11, 2023 Exhibit 10.2 CSX CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the “Company”), and Joseph R. Hinrichs (the “Executive”), dated as of [●]. The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedicat |
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| October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 September 30, 2023 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 1-802 |
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| October 20, 2023 |
CSX Corporation Executive Severance Plan, amended and restated as of July 11, 2023 Exhibit 10.1 CSX CORPORATION EXECUTIVE SEVERANCE PLAN (Amended and Restated as of July 11, 2023) 1.Purpose CSX Corporation (”CSX”) has adopted the CSX Corporation Executive Severance Plan, effective as of September 14, 2022 and amended and restated as of July 11, 2023 (the “Plan”), for eligible executive officers and other key employees of CSX and its subsidiaries (collectively, the “Company”). Th |
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| October 20, 2023 |
Form of Change of Control Agreement for Executive Vice President, effective as of July 11, 2023 Exhibit 10.3 CSX CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the “Company”), and Name (the “Executive”), dated as of [●]. The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Exe |
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| October 20, 2023 |
Exhibit 10.4 CSX CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the “Company”), and Name (the “Executive”), dated as of [●]. The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Exe |
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| October 20, 2023 |
Exhibit 10.5 EMPLOYMENT SEPARATION AGREEMENT AND RELEASE FORM In consideration of the agreement of CSX Corporation, its subsidiaries and affiliates, including CSX Transportation, Inc. (collectively the ''Company" or "CSX"), to pay me the monetary amounts and other benefits described in Paragraph 6 below in accordance with the provisions of the CSX Corporation Executive Severance Plan, as amended a |
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| October 19, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2023 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| October 19, 2023 |
CSX Corp. Announces Third Quarter 2023 Results Exhibit 99.1 CSX Corp. Announces Third Quarter 2023 Results JACKSONVILLE, Fla. – October 19, 2023 – CSX Corp. (NASDAQ: CSX) today announced third quarter 2023 operating income of $1.30 billion compared to $1.58 billion in the prior year period. Net earnings of $846 million, or $0.42 per diluted share, compared to $1.11 billion, or $0.52 per diluted share, in the same period last year. “Over the th |
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| October 19, 2023 |
CSX Corp. Announces Third Quarter 2023 Results Exhibit 99.2 CSX Corp. Announces Third Quarter 2023 Results JACKSONVILLE, Fla. – October 19, 2023 – CSX Corp. (NASDAQ: CSX) today announced third quarter 2023 operating income of $1.30 billion compared to $1.58 billion in the prior year period. Net earnings of $846 million, or $0.42 per diluted share, compared to $1.11 billion, or $0.52 per diluted share, in the same period last year. “Over the th |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2023 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| September 8, 2023 |
CSX Names Rail Industry Veteran Mike Cory Chief Operating Officer Exhibit 99.1 CSX Names Rail Industry Veteran Mike Cory Chief Operating Officer JACKSONVILLE, Fla. – September 8, 2023 – CSX Corporation (NASDAQ: CSX) announced today the appointment of Mike Cory, a seasoned railroad executive with more than 40 years of operations experience, as the company’s executive vice president and chief operating officer. Formerly executive vice president and chief operating |
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| September 7, 2023 |
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2). Exhibit 5.1.2 HUNTON ANDREWS KURTH LLP FILE NO: 034253.0000117 September 7, 2023 Board of Directors CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 CSX Corporation Public Offering of $600,000,000 5.200% Notes due 2033 To the Addressees: We have acted as special Virginia counsel to CSX Corporation, a Virginia corporation (the “Company”), for the purpose of providing this op |
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| September 7, 2023 |
Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. |
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| September 7, 2023 |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1). Exhibit 5.1.1 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com September 7, 2023 Re: CSX Corporation – $600,000,000 aggregate principal amount of its 5.200% Notes due 2033 CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 Ladies and Gentlemen: CSX Corporation, a Virginia corporation (the “Company”), has filed with the Securities and Exchange Co |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2023 (September 5, 2023) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) |
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| September 7, 2023 |
Action of Authorized Pricing Officers of CSX Corporation dated September 5, 2023. Exhibit 4.1 CSX CORPORATION Action of Authorized Pricing Officers September 5, 2023 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as tr |
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| September 6, 2023 |
$600,000,000 5.200% Notes due 2033 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262788 Prospectus Supplement (To Prospectus dated February 16, 2022) $600,000,000 5.200% Notes due 2033 CSX Corporation is offering $600,000,000 aggregate principal amount of 5.200% Notes due 2033 (the “Notes”). The Notes will mature on November 15, 2033. Interest is payable on the Notes on May 15 and November 15 of each year, |
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| September 6, 2023 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CSX Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5. |
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| September 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 6, 2023 (September 5, 2023) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) |
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| September 6, 2023 |
EX-1.1 Exhibit 1.1 CSX CORPORATION $600,000,000 5.200% Notes due 2033 UNDERWRITING AGREEMENT Dated: September 5, 2023 CSX CORPORATION $600,000,000 5.200% Notes due 2033 UNDERWRITING AGREEMENT September 5, 2023 Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters named in Schedule II hereto c/o Barclays Cap |
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| September 5, 2023 |
Subject to Completion, dated September 5, 2023 Form 424(b)(2) Table of Contents This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. |
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| September 5, 2023 |
Filed Pursuant to Rule 433 Registration No. 333-262788 CSX Corporation PRICING TERM SHEET September 5, 2023 $600,000,000 5.200% Notes due 2033 (the “Notes”) Issuer: CSX Corporation Expected Ratings*: A3 / BBB+ Security: 5.200% Notes due 2033 Size: $600,000,000 Maturity Dates: November 15, 2033 Coupon: 5.200% Interest Payment Dates: May 15 and November 15 of each year, commencing on May 15, 2024 (l |
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| August 4, 2023 |
CSX Announces Departure of Operations Executive Jamie Boychuk Exhibit 99.1 CSX Announces Departure of Operations Executive Jamie Boychuk JACKSONVILLE, Fla. – August 4, 2023 – CSX (NASDAQ: CSX) announced today that Jamie Boychuk, executive vice president of Operations, is leaving the company. President and Chief Executive Officer Joe Hinrichs thanked Boychuk for his role in the implementation of scheduled railroading and cited the company’s depth of operation |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2023 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 20, 2023 |
CSX Corp. Announces Second Quarter 2023 Results Exhibit 99.2 CSX Corp. Announces Second Quarter 2023 Results JACKSONVILLE, Fla. – July 20, 2023 – CSX Corp. (NASDAQ: CSX) today announced second quarter 2023 operating income of $1.48 billion compared to $1.70 billion in the prior year period. Net earnings of $996 million, or $0.49 per diluted share, compared to $1.18 billion, or $0.54 per diluted share, in the same period last year. Second quarte |
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| July 20, 2023 |
CSX Corp. Announces Second Quarter 2023 Results Exhibit 99.1 CSX Corp. Announces Second Quarter 2023 Results JACKSONVILLE, Fla. – July 20, 2023 – CSX Corp. (NASDAQ: CSX) today announced second quarter 2023 operating income of $1.48 billion compared to $1.70 billion in the prior year period. Net earnings of $996 million, or $0.49 per diluted share, compared to $1.18 billion, or $0.54 per diluted share, in the same period last year. Second quarte |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2023 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 |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2023 (July 11, 2023) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commis |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Commission file number 1-8022 CSX CORPORATION 401(K) PLAN CSX CORPORATION A Virginia Corporation IRS |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Commission file number 1-8022 CSX CORPORATION CAPITAL BUILDER PLAN CSX CORPORATION A Virginia Corpora |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 (May 10, 2023) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or other jurisdiction of incorporation) (Commissi |
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| April 20, 2023 |
Form of LTIP Stock Option Agreement Exhibit 10.4 Notice of Non-Qualified Stock Option Grant Name of Participant: [Name] Person Number: [ID #] Target Grant Amount [Target Grant Amount] Number of Options Granted: [# Units Granted] Grant Date: [Grant Date] Option Exercise Price: [Option Exercise Price] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 15, 2024 February 15, 2025 February 15, 2026 Expiration Date: [Expira |
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| April 20, 2023 |
Form of LTIP Performance Unit Award Agreement Exhibit 10.2 Notice of Performance Unit Grant Name of Participant: [Name] Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Performance Period: January 01, 2023 – December 31, 2025 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) has granted to you performance units as part of the Company’s 2023 – 20 |
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| April 20, 2023 |
Form of LTIP Restricted Stock Unit Award Agreement for Joseph R. Hinrichs Exhibit 10.7 Notice of Restricted Stock Unit Grant Name of Participant: Joseph R. Hinrichs Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 15, 2024 February 15, 2025 February 15, 2026 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| April 20, 2023 |
Form of LTIP Restricted Stock Unit Award Agreement Exhibit 10.6 Notice of Restricted Stock Unit Grant Name of Participant: [Name] Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 15, 2024 February 15, 2025 February 15, 2026 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) has granted |
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| April 20, 2023 |
Form of LTIP Performance Unit Award Agreement for Joseph R. Hinrichs Exhibit 10.3 Notice of Performance Unit Grant Name of Participant: Joseph R. Hinrichs Person Number: [ID #] Target Grant Amount: [Target Grant Amount] Number of Units Granted: [# Units Granted] Grant Date: [Grant Date] Performance Period: January 01, 2023 – December 31, 2025 Grant Number: [Grant #] CSX Corporation (“CSX” or the “Company”) has granted to you performance units as part of the Company |
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| April 20, 2023 |
CSX Corp. Announces First Quarter 2023 Results CSX Corp. Announces First Quarter 2023 Results JACKSONVILLE, Fla. – April 20, 2023 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2023 operating income of $1.46 billion compared to $1.28 billion in the prior year period. Net earnings of $987 million, or $0.48 per share, compared to $859 million, or $0.39 per share, in the same period last year. “CSX had an encouraging start to the year as |
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| April 20, 2023 |
Form of LTIP Stock Option Agreement for Joseph R. Hinrichs Exhibit 10.5 Notice of Non-Qualified Stock Option Grant Name of Participant: Joseph R. Hinrichs Person Number: [ID #] Target Grant Amount [Target Grant Amount] Number of Options Granted: [# Units Granted] Grant Date: [Grant Date] Option Exercise Price: [Option Exercise Price] Vesting Schedule: [# of Units] [# of Units] [# of Units] February 15, 2024 February 15, 2025 February 15, 2026 Expiration D |
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| April 20, 2023 |
CSX Corp. Announces First Quarter 2023 Results Exhibit 99.2 CSX Corp. Announces First Quarter 2023 Results JACKSONVILLE, Fla. – April 20, 2023 – CSX Corp. (NASDAQ: CSX) today announced first quarter 2023 operating income of $1.46 billion compared to $1.28 billion in the prior year period. Net earnings of $987 million, or $0.48 per share, compared to $859 million, or $0.39 per share, in the same period last year. “CSX had an encouraging start t |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2023 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 CS |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| March 24, 2023 |
2022 Annual ReportMessage from the CEO Powered to Perform Financial Performance Safety Performance Service Performance Growth Opportunities Environmental, Social and Governance Board of Directors Executive Management 02 04 06 07 08 10 12 18 19 01 In this Reportbeen impressed by the quality of the leadership team and the tremendous commitment of our employees who serve our customers. |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 (February 28, 2023) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction of incorporation) (Com |
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| March 3, 2023 |
Exhibit 10.1 Execution Version CSX CORPORATION $1,200,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT February 28, 2023 BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CITIBANK, N.A., CREDIT SUISSE AG, NEW YORK BRANCH, MIZUHO BANK, LTD., MORGAN STANLEY SENIOR FUNDING, INC., THE NORTHERN TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, and UBS SECURITIES LLC, as Syndication Agents JPMORGAN CHASE BANK, N.A. as |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2023 (February 15, 2023) CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or Other Jurisdiction of Incorporation) |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (☒) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 na |
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| February 15, 2023 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant As of December 31, 2022, the Registrant was the beneficial owner of 100% of the common stock of the following significant subsidiaries: CSX Transportation, Inc. (a Virginia corporation) As of December 31, 2022, none of the other subsidiaries included in the Registrant's consolidated financial statements constitute a significant subsidiary. |
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| February 15, 2023 |
Exhibit 24 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned directors of CSX CORPORATION, a Virginia Corporation, which is to file with the Securities and Exchange Commission, Washington, D. |
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| February 15, 2023 |
Exhibit 4.2 Description of CSX Corporation Common Stock The following description of our common stock, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, is a summary and is qualified in its entirety by reference to CSX’s amended and restated articles of incorporation and bylaws, which are incorporated by reference as exhibits to the Annual Report on Form 1 |
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| February 15, 2023 |
List of Subsidiary Issuers and Guarantors Exhibit 22.1 List of Subsidiary Issuers and Guarantors As of December 31, 2022, the following subsidiaries of CSX are issuers or guarantors of the Company’s Secured Equipment Notes due 2023 issued in 2007: Issuers: CSX Transportation, Inc. Guarantors: CSX Corporation |
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| February 13, 2023 |
CSX / CSX Corporation / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* CSX Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 126408103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 13, 2023 |
CSX / CSX Corporation / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* CSX Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 126408103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 9, 2023 |
CSX / CSX Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0689-csxcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: CSX Corp. Title of Class of Securities: Common Stock CUSIP Number: 126408103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant |
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| February 7, 2023 |
CSX / CSX Corporation / BlackRock Inc. Passive Investment SC 13G/A 1 us1264081035020723.txt us1264081035020723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) CSX CORPORATION - (Name of Issuer) Common Stock - (Title of Class of Securities) 126408103 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| January 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| January 25, 2023 |
CSX Corp. Announces Fourth Quarter and Full Year 2022 Results Exhibit 99.1 CSX Corp. Announces Fourth Quarter and Full Year 2022 Results JACKSONVILLE, Fla. – January 25, 2023 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2022 operating income of $1.46 billion compared to $1.37 billion in fourth quarter 2021. Net earnings of $1.02 billion, or $0.49 per share, compared to $934 million, or $0.42 per share, in the same period last year. For the full y |
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| January 25, 2023 |
CSX Corp. Announces Fourth Quarter and Full Year 2022 Results EX-99.2 3 qfrq42022.htm EX-99.2 Exhibit 99.2 CSX Corp. Announces Fourth Quarter and Full Year 2022 Results JACKSONVILLE, Fla. – January 25, 2023 – CSX Corp. (NASDAQ: CSX) today announced fourth quarter 2022 operating income of $1.46 billion compared to $1.37 billion in fourth quarter 2021. Net earnings of $1.02 billion, or $0.49 per share, compared to $934 million, or $0.42 per share, in the same |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction of incorporation) (Commission File No.) |
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| December 13, 2022 |
Amended and Restated Bylaws of CSX Corporation, effective as of December 7, 2022 EX-3.1 2 d426590dex31.htm EX-3.1 Exhibit 3.1 BYLAWS OF CSX CORPORATION (Amended and Restated as of December 7, 2022) ARTICLE 1 SHAREHOLDERS’ MEETING Section 1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date as the Board of Directors (hereinafter sometimes the “Board”) may designate, either within or without the Commonwealth of Virginia. Section |
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| October 21, 2022 |
List of Subsidiary Issuers and Guarantors Exhibit 22.1 List of Subsidiary Issuers and Guarantors As of September 30, 2022, the following subsidiaries of CSX are issuers or guarantors of the Company?s Secured Equipment Notes due 2023 issued in 2007: Issuers: CSX Transportation, Inc. Guarantors: CSX Corporation |
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| October 21, 2022 |
CSX Corporation Executive Severance Plan, effective as of September 14, 2022 Exhibit 10.3 CSX CORPORATION EXECUTIVE SEVERANCE PLAN 1.Purpose CSX Corporation (?CSX?) has adopted the CSX Corporation Executive Severance Plan (the ?Plan?) effective as of September 14, 2022 (the ?Effective Date?) for eligible executive officers and other key employees of CSX and its subsidiaries (collectively, the ?Company?). The purpose of the Plan is to provide severance protections to promot |
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| October 21, 2022 |
Transition Agreement, dated September 14, 2022, between CSX Corporation and James M. Foote Exhibit 10.2 September 14, 2022 James M. Foote c/o CSX Corporation 500 Water Street, 15th Floor Jacksonville, FL 32202 Dear James: This letter agreement (this "Agreement") sets forth our mutual agreement concerning the transition of your duties in connection with your retirement as Chief Executive Officer of CSX Corporation (the "Company"), and its subsidiaries and affiliates (collectively, the "C |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 September 30, 2022 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 1-802 |
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| October 21, 2022 |
Employment Agreement, dated August 29, 2022, between CSX Corporation and Joseph R. Hinrichs Exhibit 10.1 August 29, 2022 Joseph R. Hinrichs Re: Employment Letter Dear Joe: On behalf of CSX Corporation (the ?Company?), I am pleased to formalize the terms of your employment in your new role as President & Chief Executive Officer (?CEO?) of the Company, reporting to the Board of Directors of the Company (the ?Board?). The terms of your employment are set forth below in this letter (the ?Let |
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| October 20, 2022 |
CSX Corp. Announces Third Quarter Financial Results Exhibit 99.1 CSX Corp. Announces Third Quarter Financial Results JACKSONVILLE, Fla. ? October 20, 2022 ? CSX Corp. (NASDAQ: CSX) today announced third quarter 2022 operating income of $1.58 billion compared to $1.44 billion in the prior year period. Net earnings of $1.11 billion, or $0.52 per share, compared to $968 million, or $0.43 per share in the same period last year. ?I would like to thank J |
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| October 20, 2022 |
CSX Corp. Announces Third Quarter Financial Results Exhibit 99.2 CSX Corp. Announces Third Quarter Financial Results JACKSONVILLE, Fla. ? October 20, 2022 ? CSX Corp. (NASDAQ: CSX) today announced third quarter 2022 operating income of $1.58 billion compared to $1.44 billion in the prior year period. Net earnings of $1.11 billion, or $0.52 per share, compared to $968 million, or $0.43 per share in the same period last year. ?I would like to thank J |
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| October 20, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| September 15, 2022 |
Exhibit 99.1 Joseph R. Hinrichs Appointed President and CEO of CSX Hinrichs will succeed James M. Foote, who will depart September 26 and will remain as an advisor through early 2023 JACKSONVILLE, Fla. ? September 15, 2022 ? CSX Corp. (NASDAQ: CSX) one of the nation's leading transportation suppliers, today announced that, as part of a planned succession process, its Board of Directors has appoint |
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| July 28, 2022 |
Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. |
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| July 28, 2022 |
Action of Authorized Pricing Officers of CSX Corporation dated July 21, 2022. Exhibit 4.1 CSX CORPORATION Action of Authorized Pricing Officers July 21, 2022 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the ?Corporation?) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as truste |
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| July 28, 2022 |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1). Exhibit 5.1.1 Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com July 28, 2022 Re: CSX Corporation ? $950,000,000 aggregate principal amount of its 4.100% Notes due 2032, $900,000,000 aggregate principal amount of its 4.500% Notes due 2052 and $150,000,000 aggregate principal amount of its 4.650% Notes due 2068 CSX Corporation 500 Water Street, 15th Floor Jacksonville, |
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| July 28, 2022 |
Exhibit 4.3 CSX CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of July 28, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 RELATION TO INDENTURE; DEFINITIONS 2 Section 1.01. Relation to Indenture 2 Section 1.02. Definitions 2 ARTICLE 2 SCOPES OF APPLICABILITY 2 Section 2.01. Applicability of this Eleventh Supplemental Indenture 2 Section 2.0 |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| July 28, 2022 |
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2). Exhibit 5.1.2 HUNTON ANDREWS KURTH LLP FILE NO: 034253.0000117 July 28, 2022 Board of Directors CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 CSX Corporation Public Offering of 4.100% Notes due 2032 4.500% Notes due 2052 4.650% Notes due 2068 Ladies and Gentlemen: We have acted as special Virginia counsel to CSX Corporation, a Virginia corporation (the ?Company?), for th |
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| July 25, 2022 |
EX-1.1 2 d332384dex11.htm EX-1.1 Exhibit 1.1 CSX CORPORATION $950,000,000 4.100% Notes due 2032 $900,000,000 4.500% Notes due 2052 $150,000,000 4.650% Notes due 2068 UNDERWRITING AGREEMENT Dated: July 21, 2022 CSX CORPORATION $950,000,000 4.100% Notes due 2032 $900,000,000 4.500% Notes due 2052 $150,000,000 4.650% Notes due 2068 UNDERWRITING AGREEMENT July 21, 2022 Barclays Capital Inc. BofA Secur |
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| July 25, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| July 22, 2022 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) CSX Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4. |
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| July 22, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262788 Prospectus Supplement (To Prospectus dated February 16, 2022) $950,000,000 4.100% Notes due 2032 $900,000,000 4.500% Notes due 2052 $150,000,000 4.650% Notes due 2068 We are offering $950,000,000 aggregate principal amount of 4.100% Notes due 2032 (the ?2032 Notes?), $900,000,000 aggregate principal amount of 4.500% Not |
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| July 21, 2022 |
List of Subsidiary Issuers and Guarantors Exhibit 22.1 List of Subsidiary Issuers and Guarantors As of June 30, 2022, the following subsidiaries of CSX are issuers or guarantors of the Company?s Secured Equipment Notes due 2023 issued in 2007: Issuers: CSX Transportation, Inc. Guarantors: CSX Corporation |
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| July 21, 2022 |
Subject to Completion, dated July 21, 2022 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262788 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities in any jurisdiction where the offer |
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| July 21, 2022 |
FWP 1 d346013dfwp.htm FWP Filed Pursuant to Rule 433 Registration No. 333-262788 CSX Corporation PRICING TERM SHEET July 21, 2022 $950,000,000 4.100% Notes due 2032 (the “2032 Notes”) $900,000,000 4.500% Notes due 2052 (the “2052 Notes”) $150,000,000 4.650% Notes due 2068 (the “2068 Reopening Notes”) Issuer: CSX Corporation Expected Ratings*: Baa1 / BBB+ Security: 4.100% Notes due 2032 4.500% Note |
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| July 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2022 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 |
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| July 20, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| July 20, 2022 |
CSX Corp. Announces Second Quarter EPS of $0.54 Exhibit 99.2 CSX Corp. Announces Second Quarter EPS of $0.54 JACKSONVILLE, Fla. ? July 20, 2022 ? CSX Corp. (NASDAQ: CSX) today announced second quarter 2022 net earnings of $1,178 million, or $0.54 per share, compared to $1,173 million, or $0.52 per share in the same period last year. Second quarter 2022 operating income was $1.70 billion compared to $1.69 billion in the prior year period. ?I am |
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| July 20, 2022 |
CSX Corp. Announces Second Quarter EPS of $0.54 Exhibit 99.1 CSX Corp. Announces Second Quarter EPS of $0.54 JACKSONVILLE, Fla. ? July 20, 2022 ? CSX Corp. (NASDAQ: CSX) today announced second quarter 2022 net earnings of $1,178 million, or $0.54 per share, compared to $1,173 million, or $0.52 per share in the same period last year. Second quarter 2022 operating income was $1.70 billion compared to $1.69 billion in the prior year period. ?I am |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Commission file number 1-8022 CSX CORPORATION 401(K) PLAN CSX CORPORATION A Virginia Corporation IRS |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Commission file number 1-8022 CSX CORPORATION CAPITAL BUILDER PLAN CSX CORPORATION A Virginia Corpora |
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| May 6, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08022 62-1051971 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 2, 2022 |
DFAN14A 1 EDGARTerminationNotice.htm TERMINATION NOTICE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08022 BUSINESS ADDRESS: STREET 1 |
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| May 2, 2022 |
DEFR14A 1 dp172149defr14a.htm FORM DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl |
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| April 26, 2022 |
Law Department 500 Water Street, J150 Jacksonville, FL 3220 Tel. 904-359-1735 Fax 904-245-3614 [email protected] Michael S. Burns Vice President, General Counsel Admitted in IN ? Not Admitted in FL FL Authorized House Counsel April 26, 2022 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Perry Hindin Division of Corporation Finance Office of Mergers |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 21, 2022 |
United States securities and exchange commission logo April 21, 2022 Christoper Larson CSX Corp Shareholder C/O Christopher Larson PO Box #2 Ferrysburg, MI 49409 Re: CSX CORP Preliminary Proxy Statement on Schedule 14A filed April 12, 2022 Filed by Christoper L. |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2022 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 CS |
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| April 21, 2022 |
List of Subsidiary Issuers and Guarantors Exhibit 22.1 List of Subsidiary Issuers and Guarantors As of March 31, 2022, the following subsidiaries of CSX are issuers or guarantors of the Company?s Secured Equipment Notes due 2023 issued in 2007: Issuers: CSX Transportation, Inc. Guarantors: CSX Corporation |
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| April 20, 2022 |
CSX Corp. Announces First Quarter 2022 Financial Results Exhibit 99.2 CSX Corp. Announces First Quarter 2022 Financial Results JACKSONVILLE, Fla. ? April 20, 2022 ? CSX Corp. (NASDAQ: CSX) today announced first quarter 2022 net earnings of $859 million, or $0.39 per share, compared to $706 million, or $0.31 per share in the same period last year. First quarter 2022 operating income was $1.28 billion compared to $1.10 billion in the prior year period. ?W |
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| April 20, 2022 |
CSX Corp. Announces First Quarter 2022 Financial Results Exhibit 99.1 CSX Corp. Announces First Quarter 2022 Financial Results JACKSONVILLE, Fla. ? April 20, 2022 ? CSX Corp. (NASDAQ: CSX) today announced first quarter 2022 net earnings of $859 million, or $0.39 per share, compared to $706 million, or $0.31 per share in the same period last year. First quarter 2022 operating income was $1.28 billion compared to $1.10 billion in the prior year period. ?W |
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| April 20, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 CSX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of |
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| April 18, 2022 |
United States securities and exchange commission logo April 18, 2022 Michael Burns Vice President - General Counsel CSX Corporation 500 Water Street Jacksonville, Florida 32202 Re: CSX Corporation Definitive Proxy Statement on Schedule14A File No. |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 12, 2022 |
Preliminary WHITE Proxy CARD PRELIMINARY COPY SUBJECT TO COMPLETION DATED MARCH 23, 2022 2022 ANNUAL MEETING OF STOCKHOLDERS OF CSX CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF CHRIS LARSON THE BOARD OF DIRECTORS OF CSX IS NOT SOLICITING THIS PROXY PROXY PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY The undersigned appoints Chris Larson as agent with full power of substitution to vote all shares of common stock of CSX Corporation (the Company) which the undersigned would be entitled to vote if personally present at the 2022 annual meeting of stockholders of the Company scheduled to be held virtually at 10:00 a. |
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| March 22, 2022 |
DEF 14A 1 csx3994661-def14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidenti |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 22, 2022 | ||
| February 16, 2022 |
Consent of Hunton Andrews Kurth LLP contained in the opinion filed as Exhibit 5.1.1 hereto (b) Exhibit 5.1.1 HUNTON ANDREWS KURTH LLP FILE NO: 034253.0000119 February 16, 2022 CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 CSX Corporation CSX Transportation, Inc. CSX Capital Trust I Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to CSX Corporation, a Virginia corporation (the ?Company?), in connection with the preparation and fili |
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| February 16, 2022 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| February 16, 2022 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant As of December 31, 2021, the Registrant was the beneficial owner of 100% of the common stock of the following significant subsidiaries: CSX Transportation, Inc. (a Virginia corporation) As of December 31, 2021, none of the other subsidiaries included in the Registrant's consolidated financial statements constitute a significant subsidiary. |
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| February 16, 2022 |
Exhibit 5.1.2 February 16, 2022 CSX Corporation 500 Water Street, 15th Floor Jacksonville, Florida 32202 Re: CSX Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for CSX Capital Trust I, a Delaware statutory trust (the ?Trust?), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. We have examined and relied upon s |
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| February 16, 2022 |
Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| February 16, 2022 |
List of Subsidiary Issuers and Guarantors Exhibit 22.1 List of Subsidiary Issuers and Guarantors As of December 31, 2021, the following subsidiaries of CSX are issuers or guarantors of the Company?s Secured Equipment Notes due 2023 issued in 2007: Issuers: CSX Transportation, Inc. Guarantors: CSX Corporation |
