CSXCSX Corporation

We note your disclosure of the non-GAAP Economic Profit measure, which you also refer to as CSX Cash Earnings or CCE, and define as "gross cash earnings minus the capital charge on gross operating assets." You indicate gross cash earnings represents Adjusted EBITDA less an assumed 15% cash tax, and that the capital charge is derived by applying a long-term average cost of capital of 8% to average gross operating

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assets. If the most directly comparable GAAP-based measure were operating income, your measure would exclude (not deduct) DD&A and operating lease expense, both of which are included (deducted) in computing operating income, and include (deduct) generalized measures of tax and a capital charge, both of which are excluded (not deducted) in computing operating income. However, you have not identified this measure or any other measure as the most directly comparable GAAP measure, nor provided the reconciliation prescribed by Item 10(e)(1)(i)(A) and (B) of Regulation S-K. As your first three adjustments correlate with the activity that is presented between operating income and net earnings on page 52, it appears that operating income would be the most directly comparable GAAP measure to utilize in the reconciliation. As your computational table begins with Net Income (identified as Net Earnings in your financial statements) and arrives at the intermediary non-GAAP measure of Adjusted EBITDA, before deducting the generalized tax and capital charge to yield your non- GAAP measure, it appears that Adjusted EBITDA should be removed from the reconciliation and if you wish to present this as an incremental non-GAAP measure, it should be separately reconciled to a corresponding GAAP measure. However, we would like to understand your rationale for the generalized charges and your view on the overall utility of the resulting measure compared to your GAAP performance measures. Please describe to us the nature and extent of support for the percentages utilized in calculating the generalized measures for each period, explain why there should be no deviation between periods in your view, and address the concerns in the Answer to C&DI Question 100.04, including the third example and more generally, the practice of substituting a proportionally static measurement approach for any actual corresponding activity based on GAAP. Tell us how you would propose to characterize the capital charge, relative to activity that is generally reflected in a GAAP performance measure, and explain how your non-GAAP Economic Profit measure enhances an investors understanding of your performance in your view.

CSX respectfully acknowledges the staff’s comment and while we believe our filing was in accordance with all regulations, we will make changes in future filings to more clearly structure our non-GAAP disclosures in accordance with Item 10(e)(1)(i)(A) and (B) of Regulation S-K and the related Compliance and Disclosure Interpretations (“C&DIs”). We have structured our response below to provide additional information on our non-GAAP measure of Economic Profit and the related components and then reference back to the specific questions noted above to show how they have been addressed.

Rest of the answer

We believe all questions and requests within the comment have been addressed through the information provided and through our proposed updates to the disclosure, which will be incorporated in future filings. The updated disclosure is shown in Appendix C.

Economic Profit Definition and Usefulness

Economic Profit, which was previously referred to as CSX Cash Earnings or CCE, is a performance measure that CSX uses to evaluate whether investments are earning more than management’s desired minimum required return. This measurement is useful to CSX and investors as it directly correlates to shareholder value by representing value creation or profit over and above the capital charge used by CSX to generate that profit. We believe this performance measure evaluates the most efficient use of our capital which is why we discuss it in quarterly earnings presentations and also use it as a performance measure target to incentivize management in long-term incentive compensation plans. Economic Profit is also used to evaluate all investment decisions and to understand the relative value created by each customer, market, line of business, and/or customer specific shipments.

As a result, CSX decided to disclose this measure in our 2023 Form 10-K to provide transparency to our shareholders on how we measure ourselves. As discussed on page 33 of our 2023 Form 10-K, we believe this measure “provides additional perspective to investors about financial returns generated by the business by representing a profit generated over and above the cost of capital used by the business to generate that profit. Economic Profit is designed to incentivize strategic investments that earn more than the required return. Increases in Economic Profit indicate that the Company is effectively allocating capital and rewarding shareholders by generating growth in excess of the incremental cost of capital associated with reinvestment in the business.”

Economic Profit Formula

Below is the Economic Profit formula utilized by the Company.

Gross Cash Earnings

‘-

Capital Charge

‘=

Economic Profit

‘= Operating Income

‘+Operating Assets

‘+ Depreciation

‘- Operating Liabilities

‘- Capital Charge on GOA

‘+ Other

‘= Gross Operating Assets (“GOA”) (a)

‘= Economic Profit

‘- Taxes

‘x Required Return

‘= Gross Cash Earnings (“GCE”)

‘= Capital Charge on GOA

(a) GOA represents a quarterly average of reported balance sheet figures.

As discussed above and highlighted in the components of the calculation, Economic Profit is a performance measure which rewards Gross Cash Earnings (“GCE”) growth in excess of management’s desired minimum required return associated with reinvestment in the business. As such, our tax rates and required return are both important inputs to this measurement. As discussed further below, the application of these rates serve to focus the measure on business generating income, and to enhance our focus on long-term value creation as opposed to near-term volatility.

Tax Rate

CSX deducts an amount for taxes from the pre-tax GCE making GCE an after-tax measure. The tax rate, which was 15% of pre-tax GCE for both years presented, is the approximate equivalent of the Company’s actual income tax expense as a percentage of pre-tax GCE. Refer to Appendix A for further details on the calculation of this tax rate. This tax rate is used in lieu of using the effective tax rate (approximately 24% for 2023), because pre-tax GCE excludes depreciation and amortization and therefore a lower tax rate must be applied to a larger base to arrive at a tax amount approximating the effective income tax amount. This rate is not intended to be static and will be changed if there are significant changes in our tax profile. The Company’s adoption of Economic Profit as an internal measure for evaluating investments utilizes this tax rate methodology. This also coincides with the use of the 15% tax rate as a component of the Company’s incentive compensation plan targets approved by the Company’s Board of Directors at the inception of the plan. A significant change would be identified as a change of 2 percentage points from the current 15% tax rate. There has not been a variance of this amount requiring a change. However, if this rate is adjusted due to a significant change, the prior period Economic Profit would also be adjusted using the new tax rate. For Economic Profit to measure the year over year growth or degradation, the Company’s application of this tax rate is more useful as it allows Economic Profit to more clearly identify impacts from value generating income instead of external factors, such as changes in legislative tax rates.

Required Return

The required return, which was 8% for both years presented, is used to calculate the period charge for the Gross Operating Assets (“GOA”), defined as the “Capital Charge”. This Capital Charge represents the minimum required return the Company expects to earn on investments. It is subtracted from GCE when calculating Economic Profit. CSX utilized the Weighted Average Cost of Capital (“WACC”) to calculate the required return. Refer to Appendix B for further details on the calculation of this required return. This rate is not intended to be static and will change if there are significant variances in our WACC and will be re-evaluated prior to beginning a new financial year to ensure the rate is appropriate. The Company’s adoption of Economic Profit as an internal measure for evaluating investments utilizes this required return rate methodology. This also coincides with the use of the 8% required return as a component of the Company’s incentive compensation plan targets approved by the Company’s Board of Directors at the inception of the plan. A change would be made if WACC exceeded a change of 2 percentage points from the current 8%. There has not been a variance of this amount requiring a change. However, if this required return is adjusted due to a significant change, the prior period Economic Profit would also be adjusted using the new required return in order to identify whether the change in Economic Profit was due to operations or external market volatility.

Specific Questions Referenced in Letter

Noting the explanation provided above and the enhanced disclosure for future filings included below, the Company believed it would be helpful to address the components of the staff’s specific questions as follows:

Most Directly Comparable GAAP-based Measure

In line with the staff’s suggestion, CSX agrees that operating income is the most directly comparable GAAP measure to Economic Profit and will revise our disclosures going forward. See the enhanced disclosure and reconciliation of the GAAP to non-GAAP measure in Appendix C.

Use of Adjusted EBITDA in Reconciliation

We acknowledge that including this component of the reconciliation may have inadvertently created an intermediary non-GAAP measure. As such, we removed Adjusted EBITDA from the reconciliation in our updated disclosure and reconciliation for use in future filings, as suggested by the staff, and also removed references to this measure from our narrative discussion.

Required Return and Taxes

Detailed information is provided above in the Economic Profit Formula section describing our rationale for using these rates and the utility of the resulting measure. We also updated our disclosure for use in future filings to provide a summarized version of this information. We believe this also addresses the staff’s request for us to describe the nature and extent of support for the percentages and why they were the same for both periods presented. As discussed in more detail above, they are not static rates and are annually re-evaluated. Refer to Appendices A and B for further details on the calculation of these rates.

Reference to C&DI Question 100.04

We believe we are in compliance with C&DI Question 100.04 and do not believe we have utilized an individually tailored accounting principle. Additionally we do not believe we have converted from an accrual to cash basis of accounting or implemented a practice of substituting a proportionally static measurement approach for corresponding GAAP activity. Instead, we believe we have provided a useful performance measure to investors that displays how we have deployed capital into the business, ensuring both short-term and long-term needs are met, through a comparison to our Capital Charge. The Company’s utilization of the tax rate and Required Return are not intended to change the pattern of recognition or concepts of U.S GAAP but rather provide insights on the Company’s performance on value generating business versus targets set using these measures. The use of these rates provide additional information for investors regarding how management evaluates investment decisions considering long-term goals and related assumptions. Also, these rates are not static as they are re-evaluated, and adjusted if needed, annually. We have updated our disclosure for use in future filings to disclose the rate used in a footnote below the table to avoid giving the impression that the rate is static.

Investor Usefulness

As discussed above in Economic Profit Definition and Usefulness section, this measurement is insightful to CSX and investors as it directly correlates to shareholder value by representing value creation or profit over and above the Capital Charge used by CSX to generate that profit. Economic Profit is used to evaluate all investment decisions and to understand the relative value created by each customer, market, line of business, and/or customer specific shipments. Economic Profit is also a performance measure reviewed by the Company’s Board of Directors in setting performance targets and evaluating performance in determining incentive compensation for management. We wanted to provide additional insight to our shareholders on how this measure is used by the Company and how it reconciles to our GAAP financial information in accordance with Regulation S-K Item 10(e)(1)(i)(C).

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We note that CSX filed a definitive proxy statement relating to its annual meeting on March 22, 2022. We also note that a preliminary proxy statement on Schedule 14A was filed by Chris Larson on April 12, 2022, constituting a "solicitation in opposition," as defined in Note 3 to paragraph (a) of Exchange Act Rule 14a-6.

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In light of the information summarized in the following bullet points, suggesting that CSX knew, or reasonably should have known, of the existence of such solicitation in opposition, please advise why CSX did not file its annual proxy statement in preliminary form pursuant to Exchange Act Rule 14a-6(a). In responding to this comment, please refer to I.G.2 of the Division of Corporation Finance: Manual of Publicly Available Telephone Interpretations, Third Supplement, July 2001. It is our understanding that: • in correspondence dated February 2, 2022 from Mr. Larson addressed to Nathan Goldman, Corporate Secretary of CSX, Mr. Larson gave notice to Mr. Goldman that Mr. Larson "intends to solicit proxies from shareholders in support of the shareholder Board nominee" and that "such solicitation shall be in compliance regarding proxy solicitation as required pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended." • in an email from Mark Austin, Assistant Corporate Secretary to Mr. Larson, dated February 11, 2022, Mr. Austin asked that Mr. Larson confirm whether he planned to file a proxy statement with the SEC and deliver proxy statements to CSX shareholders "representing at least half of CSX's outstanding common stock." We note that such email did not seek confirmation as to whether Mr. Larson planned to deliver proxy statements to any CSX shareholders, e.g. shareholders representing less than half of CSX's outstanding common stock. • in an email from Mr. Larson to Mr. Austin, dated February 14, 2022, replying to Mr. Austin's request for confirmation, Mr. Larson indicated that he was not seeking to deliver a proxy statement and/or form of proxy to "holders of at least the percentage of the Corporation's outstanding capital stock required to elect the nominee." We note that such correspondence from Mr. Larson does not appear to refute the statement in his February 2 correspondence suggesting that he would solicit some CSX shareholders. Please also advise us of CSX's intent with respect to disclosing to its shareholders the existence of this solicitation in opposition along with the additional disclosure specified by Items 4(b) and 5(b) in Exchange Act Rule 14a-101.

No reply letter found.

We note that CSX has disseminated its proxy statement, including a white proxy card. Please confirm the participants will be using a color of proxy card other than white.

I am transmitting our response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Company’s Definitive Proxy Statement on Schedule 14A dated April 18, 2022 (the “CSX Proxy Statement”) concerning its upcoming Annual Meeting of Shareholders to be held on May 4, 2022 (the “CSX Annual Meeting”). When used in this letter, the words “Company,” “CSX,” “we,” “us,” and “our” refer to CSX Corporation. Set forth below is our response to the Staff’s comment. For convenience, the Staff comment is reproduced in bold italics below, and is followed by our response.

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We note that CSX filed a definitive proxy statement relating to its annual meeting on March 22, 2022. We also note that a preliminary proxy statement on Schedule 14A was filed by Chris Larson on April 12, 2022, constituting a “solicitation in opposition,” as defined in Note 3 to paragraph (a) of Exchange Act Rule 14a-6. In light of the information summarized in the following bullet points, suggesting that CSX knew, or reasonably should have known, of the existence of such solicitation in opposition, please advise why CSX did not file its annual proxy statement in preliminary form pursuant to Exchange Act Rule 14a-6(a). In responding to this comment, please refer to I.G.2 of the Division of Corporation Finance: Manual of Publicly Available Telephone Interpretations, Third Supplement, July 2001. · in correspondence dated February 2, 2022 from Mr. Larson addressed to Nathan Goldman, Corporate Secretary of CSX, Mr. Larson gave notice to Mr. Goldman that Mr. Larson “intends to solicit proxies from shareholders in support of the shareholder Board nominee” and that “such solicitation shall be in compliance regarding proxy solicitation as required pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.” an email from Mark Austin, Assistant Corporate Secretary to Mr. Larson, dated February 11, 2022, Mr. Austin asked that Mr. Larson confirm whether he planned to file a proxy statement with the SEC and deliver proxy statements to CSX shareholders “representing at least half of CSX's outstanding common stock.” We note that such email did not seek confirmation as to whether Mr. Larson planned to deliver proxy statements to any CSX shareholders, e.g. shareholders representing less than half of CSX’s outstanding common stock. an email from Mr. Larson to Mr. Austin, dated February 14, 2022, replying to Mr. Austin’s request for confirmation, Mr. Larson indicated that he was not seeking to deliver a proxy statement and/or form of proxy to “holders of at least the percentage of the Corporation's outstanding capital stock required to elect the nominee.” We note that such correspondence from Mr. Larson does not appear to refute the statement in his February 2 correspondence suggesting that he would solicit some CSX shareholders. Please also advise us of CSX’s intent with respect to disclosing to its shareholders the existence of this solicitation in opposition along with the additional disclosure specified by Items 4(b) and 5(b) in Exchange Act Rule 14a-101. The Company acknowledges the Staff’s comment, and in light of the preliminary proxy statement on Schedule 14A filed by Mr. Chris Larson (“Mr. Larson”) on April 12, 2022, the Company filed a revised definitive proxy statement (DEFR14A) with the Commission on April 22, 2022, to disclose Mr. Larson’s solicitation in opposition and provide the additional disclosure specified by Items 4(b) and 5(b) in Rule 14a-101 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the time of filing its definitive proxy statement on March 22, 2022, based on the Company’s then-current understanding of Mr. Larson’s likely intentions from email and telephone communications with Mr. Larson, the Company did not believe that a preliminary proxy statement under Rule 14a-6(a) of the Exchange Act was required. The Company regrets any confusion between it and Mr. Larson regarding his intentions. The Company filed its definitive proxy statement under a good faith belief that a preliminary proxy statement was not required. Staff’s comment, on February 4, 2022, Mr. Larson notified the Corporate Secretary of CSX of his intention to nominate himself for election as a director at the CSX Annual Meeting. In connection with his notice to the Corporate Secretary of CSX, Mr. Larson delivered an “Advanced Proxy Solicitation Notice,” that indicated his intention “to solicit proxies from shareholders in support of [his nomination].” Article I, Section 11(a)(ii)(C)(5) of the Amended and Restated Bylaws of CSX Corporation (the “Bylaws”) requires “a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from shareholders in support of such proposal or nomination” (emphasis added). This Bylaw provision corresponds to Rule 14a-4(c)(2) of the Exchange Act, which permits a registrant to exercise discretionary voting authority even if it has received timely notice of a shareholder proposal pursuant to Rule 14a-4(c)(1) if the proponent has not, among other things, provided “the registrant with a written statement, within the time-frame determined under paragraph (c)(1) of [Rule 14a-4 of the Exchange Act], that the proponent intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the company’s voting shares required under applicable law to carry the proposal.” “Advanced Proxy Solicitation Notice” lacked information required under the Bylaws, the Company sought clarification from him. On February 14, 2022, Mr. Larson provided such clarification, noting in his cover email that “The short answer is no, I will not be soliciting the percentage of the company’s voting shares required to carry the nomination.” Likewise, in a letter attached to this email, he stated: “Should solicitation occur, I am not seeking to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee.” The Company recognized Mr. Larson’s right to nomination, and communications from Company representatives to Mr. Larson were focused on whether he would meet the requirements under Commission rules for a solicitation in opposition. That emphasis, including the use of specific language from the rules, may have resulted in confusion between the parties. The Company’s good faith belief that Mr. Larson would likely not conduct a solicitation in opposition was buttressed by a lack of communication from Mr. Larson following his February 14, 2022 email, the fact that Mr. Larson had not requested the Company’s shareholder list or contacted Broadridge Financial Solutions and therefore the Company believed he had no way of distributing a proxy statement and/or form of proxy to any of CSX’s shareholders and Mr. Larson’s ambiguous and indefinite statements to the Company regarding his potential solicitation, including in his formal letter response, dated February 14, 2022 (“[s]hould solicitation occur”). The Company ultimately determined that it could properly exercise discretionary voting authority with respect to Mr. Larson’s nomination at the CSX Annual Meeting and following a review of the Commission’s Compliance and Disclosure Interpretations Question (“C&DI”) 124.08, the Company believed it was not required to file contested proxy materials in preliminary form. Instead, the Company, consistent with C&DI 124.08, filed a definitive proxy statement with the Commission on March 22, 2022. Based on the guidance set forth in C&DI 124.08, the CSX Proxy Statement included a description of the nature of Mr. Larson’s nomination and a discussion of how CSX intended to exercise its discretion to vote on his nomination if properly presented at the CSX Annual Meeting, without reference to or discussion of any solicitation in opposition with respect to Mr. Larson’s nomination. The Company also believed that this approach was consistent with Rule 14a-6(a), including the guidance that the “exclusion from filing preliminary proxy material does not apply if the registrant comments upon or refers to a solicitation in opposition in connection with the meeting in its proxy material” (emphasis added)). Company’s good faith belief as described above, we do not believe that filing a definitive proxy statement on March 22, 2022 was inconsistent with the I.G.2 of the Division of Corporation Finance: Manual of Publicly Available Telephone Interpretations, Third Supplement, July 2001 (the “Telephone Interpretation”) in light of the facts known at the time. Specifically, the Telephone Interpretation makes clear that a corporation cannot avoid its responsibility to file a preliminary proxy statement because a dissident has not yet filed a solicitation statement in opposition that the company “knows, or reasonably should know, of.” For the reasons explained above, we do not believe this was the case here. Given Mr. Larson did ultimately file a preliminary proxy statement on April 12, 2022, including his solicitation in opposition, the Company promptly filed a revised definitive proxy statement with the Commission on April 22, 2022 to describe and respond to certain elements of Mr. Larson’s solicitation in opposition and provide the additional disclosure specified by Items 4(b) and 5(b) in Exchange Act Rule 14a-101.

One letter for all the questions, without numbered answers. Read the reply ↗

Please revise the proxy card to comply with the requirements in Exchange Act Rule 14a4(a)(3).

See the reply above.

The first sentence following the voting boxes in Item 1 states that Chris Larson "intends to use this proxy to vote (i) FOR Chris Larson and (ii) FOR the candidates who have been nominated by the Company to serve as directors, other than Paul C.

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Hilal..." Please consider including clarifying language following this sentence that notes that shareholders may withhold authority to vote for one or more additional company nominees, by writing the name of the nominee(s) in the blanks provided above. Refer to Section II.I ("Amendment to the Bona Fide Nominee Rule") in Exchange Act Release No. 31326 and the example referred to in that section.

See the reply above.

The proxy card states that "Chris Larson does not expect that he will not be unable to stand for election, but, in the event that he is unable to serve or for good cause will not serve, the shares of common stock represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company's organizational documents and applicable law." Please revise to explain the

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reference to "good cause."

See the reply above.

The proxy card indicates that "Chris Larson has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to its organizational documents or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any nominee, to the extent this is not prohibited under the Company's organizational documents and applicable law.

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In any such case, shares of common stock represented by this proxy card will be voted for such substitute nominee(s)." Please explain how this would be permitted under the Company’s organizational documents, given that the nomination deadline contained in the Company’s bylaws appears to have passed.

See the reply above.

Please revise to use the appropriate cover page. Refer to Exchange Act Rule 14a-101.

See the reply above.

Please consider including page numbers in future amendments to this proxy statement and locating the proxy card at the back of the proxy statement.

See the reply above.

The proxy statement states that "[t]his proxy statement and the WHITE proxy card (proxy materials) will only be available through the internet." Under the heading "Notice of Internet Availability & Obtaining A Proxy," disclosure similarly states "In accordance with rules adopted by the SEC, I may furnish proxy materials, including this Proxy Statement, to the shareholders by providing access to such documents on the

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Internet instead of mailing printed copies (the Notice)." Given the Annual Meeting will be held on May 4, 2022, and CSX’s definitive proxy statement was filed on March 22, 2022, it appears that the deadlines under Rule 14a-16(l)(2) passed on March 25, 2022, and April 1, 2022, respectively, such that it does not appear you may use or reference the Notice of Internet Availability of Proxy Materials. Please revise accordingly.

See the reply above.

The proxy statement appears to omit the following information required by Exchange Act Rule 14a-3 and specified in Schedule 14A (Exchange Act Rule 14a-101). Please revise accordingly. • Item 1(a) of Schedule 14A - the place of the meeting • Item 1(c) of Schedule 14A - (i) the date on which proposals of stockholders intended to be presented at the 2023 annual meeting of CSX’s shareholders must be received by the

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Company in order to be included in the Company’s proxy materials for that meeting and (ii) the date after which shareholder proposals for the 2023 annual meeting of CSX’s shareholders will be considered untimely • Item 2 of Schedule 14A - this item requires the proxy statement to state whether or not the person giving the proxy has the power to revoke such proxy and the procedures for such revocation; however, disclosure currently only describes how to revoke a previously delivered proxy card furnished by CSX and fails to describe how and where to send a revocation notice with respect to your proxy card, or the time by which such revocations must be received in order to be effective • Item 4 of Schedule 14Ao Item 4(a)(2) requires the the names of the participants in the solicitation, including “any person who solicits proxies,” and your proxy statement provides that “[p]roxies may be solicited in person, by telephone or by electronic communications by Chris Larson or his supporters acting without compensation” (emphasis added). Revise to identify "his supporters." o Item 4(b)(4) o Item 4(b)(5) • Item 5 of Schedue 14Ao Item 5(b) - if there are participants other than Chris Larson, given the point above regarding the reference to "or his supporters," please provide the disclosure required by Item 5(b) with respect to such participants o If Mr. Larson is the sole participant in the proxy solicitation, please revise the proxy to provide the disclosure described in Item 5(b)(1)(i), (ii), (vi), (vii), (viii), (ix), (x), (xi), (xii) and Item 5(b)(2) • Item 6(d) • Item 7o Item 7(a) o Item 7(b) - specifically, the disclosure described in Items 401(a), (e)(1), (e)(2), (f) and 407 of Regulation S-K • Item 21(b)

See the reply above.

The proxy statement identifies two different figures for the shares of CSX Common Stock outstanding as of the Record Date for the Annual Meeting. In one location of your filing, you state that “as of the Record Date, there were 2,193,389,444 shares of Common Stock outstanding.” In another location, you state with respect to the Record Date that “on March 8, 2022, there were issued and outstanding 2,178,580,270

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shares of CSX Common Stock.” According to the Company's definitive proxy statement filed on March 22, 2022, there were 2,178,580,270 shares of CSX Common Stock outstanding as of the Record Date. Please revise accordingly.

See the reply above.

It is our understanding that neither Paul Hilal nor Edward J. Kelly, III, a former CSX director, have ever been directors or officers at Bottomline Technologies, Inc. We note that Bottomline Technologies' most recent proxy statement lists two directors with the same last names as Messrs. Hilal and Kelly, but they are different individuals. Please revise accordingly.

See the reply above.

Please revise the proxy statement to address the following factual inaccuracies: • Neither Edmund L. Harris, a former CSX officer, nor Mr. Hilal were ever listed on a proxy statement for National Energy Services Reunited Corp. • Edmund L. Harris was never a director of CSX. • Mr. Hilal was never listed on proxy statements for Lazard Global Total Return & Income Fund, Inc. • Neither Mr. Halverson nor Mr.

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Reilley have been listed in a Dollar Tree, Inc. proxy statement. It is our understanding that an affiliate of Mr. Hilal nominated those individuals to stand for election as directors at Dollar Tree, but they did not join the Dollar Tree board. Also, while Mr. Hilal recently became a director at Dollar Tree, he has not been included in any Dollar Tree proxy statement as of the date of your preliminary proxy statement. • Your preliminary proxy claims there is “increased injury risk” at the Company, yet the Company has reported an improved safety record since 2017. The Company reported a Federal Railroad Administration (“FRA”) Personal Injury Frequency Index of 0.92 and a FRA Train Accident Rate of 2.90 for fiscal year 2021, compared to fiscal year 2017, when the Company reported a FRA Personal Injury Frequency Index of 1.19 and a FRA Train Accident Rate of 3.17. Refer to CSX’s Annual Report on Form 10-K for fiscal year 2021, filed with the Commission on February 16, 2022 and its Annual Report on Form 10-K for fiscal year 2017, filed with the Commission on February 7, 2018. • Your preliminary proxy states that the Company faces “a future of diminished opportunity and lower revenues.” It is our understanding that CSX saw revenues increase by 18%, or $1.9 billion, from fiscal year 2020 to fiscal year 2021. In addition, since 2016, CSX’s market capitalization has increased from approximately $33 billion to approximately $76 billion in 2022, and over the last five years, and as of December 31, 2021, the Company had a total shareholder return of 236%, which led all Class 1 rails. Please refer to CSX’s Annual 16, 2022 and CSX’s Definitive Additional Materials, filed with the Commission on April 14, 2022. • Your preliminary proxy statement cites financial figures relating to “Total Railway Operating Revenues,” which do not appear to be Company metrics disclosed by CSX. Please revise to disclose the components of such measure and where such components are reflected in CSX's documents filed with the Commission or other reputable source. • Your preliminary proxy statement suggests that long-term debt has only begun increasing over the last five years when it states that “from 2012 to 2015 long term debt was trending from $1,214 billion to $974 million.” However, in 2012, long-term debt was actually $9,052 million compared to $10,683 million in 2015. Refer to CSX’s Annual Report on Form 10-K for fiscal year 2012, filed with the Commission on February 19, 2013 and its Annual Report on Form 10-K for fiscal year 2015, filed with the Commission on February 10, 2016. In addition, your proxy statement states that that “from 2017 to 2020 [l]ong term debt reversed course and began shooting up” such that “[l]ong term debt went from $1,041 Billion in 2017 to $1,148 Billion dollars in 2020.” However, long-term debt was $11,790 million in 2017 compared to $16,304 million in 2020 and CSX’s net leverage has remained the same from 2017. Refer to CSX’s Annual Report on Form 10-K for fiscal year 2017, filed with the Commission on February 7, 2018 and its Annual Report on Form 10-K for fiscal year 2020, filed with the Commission on February 10, 2021.

See the reply above.

We note that you have provided a discussion and analysis that is focused on 2020, along with tabulations illustrating the changes in relation to 2019, although you have referred readers to your prior annual report for the discussion and analysis of your 2019 results of operations, which was structured and presented using a similar approach, and have not provided or referenced the discussion and analysis of your 2018

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results of operations. Item 303(b) of Regulation S-K requires, where your financial statements reflect material changes from period-to-period in one or more line items, or material changes within a line item that offset one another, disclosure of the underlying reasons for the material changes in quantitative and qualitative terms. Instruction 1 to paragraph (b) allows you to omit the discussion and analysis for the earliest of the three years under certain conditions. Tell us why you believe this accommodation would extend to the discussion and analysis that you provided for 2019, covering the business developments that impacted your results of operations for that year, as presented in your prior annual report, if this is your view. As you have similarly omitted the discussion and analysis pertaining to 2018 from your 2019 annual report, also explain why you have not referenced your 2018 annual report for the corresponding discussion and analysis omitted from your 2020 annual report.

CSX believes we have met the requirements to explain material changes with respect to both 2020 and 2019 in our 2020 annual report by providing discussion and analysis that identifies variances between 2020 and 2019 as well as distinct transactions that occurred during those respective years such as real estate and line sales. We also believe we have availed ourselves of the accommodation consistent with the intent of the Commission when it was adopted. In order to determine the SEC’s intent, we considered the SEC staff’s FAST Act Report, the proposing release and the adopting release.

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In the FAST Act Report, the staff recommended that the SEC consider revising Item 303(a) to clarify that a registrant need only provide a period-to-period (i.e. year-to-year) comparison for the two most recent fiscal years covered by the financial statements and may hyperlink to the prior year’s annual report for the earlier of the year-to-year comparisons. The SEC uses this recommendation as its starting point in the proposing release and observes that “almost all” companies use this presentation method. In the adopting release, however, the SEC removed any mention of these year-to-year comparisons to give companies more flexibility to tailor their disclosure. We believe that the SEC referred to the “earliest year” in the final accommodation to complement its objective to provide more flexibility rather than to change its original intent. As such, CSX’s reference to previous filings in EDGAR was not intended to satisfy our discussion and analysis of 2019.

Similarly, CSX also provided discussion and analysis of material changes and distinct transactions with respect to both 2019 and 2018 in our 2019 annual report and have referenced that report on page 30 of the 2020 annual report. CSX believes its reference of the 2019 annual report also meets the criteria to omit the 2018 discussion from the 2020 annual report.

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We note your disclosure indicating you have entered into a definitive agreement to acquire Pan Am Railways, Inc., having an approximate 1,200-mile rail network and partial interest in the 600-mile Pan Am Southern system. However, in your subsequent interim report, you indicate the agreement is to acquire Pan Am Systems, Inc.

Rest of the question

We understand that this transaction is subject to regulatory review and approval by the Surface Transportation Board, and that you have been asked to file your application following the guidelines for significant transactions. Please expand your disclosure to clarify which entity you have agreed to acquire and to include the salient terms of the agreement, such as the amount and form of consideration and any material conditions. Please further describe the operations, assets and facilities of the entity that you have arranged to acquire.

In future filings, CSX will reiterate that we have agreed to acquire Pan Am Systems, Inc. which is the parent company of Pan Am Railways, Inc. who jointly owns Pan Am Southern, LLC with a subsidiary of Norfolk Southern Corporation. CSX updated this disclosure in the subsequent interim report to better reflect with whom CSX has an agreement in place.

The approximate 1,200-mile rail network across several states and partial interest in the 600-mile Pan Am Southern system reflect the operations of the entity that we have an agreement in place to acquire.

Rest of the answer

Assets and facilities to be acquired as part of the proposed transaction include road and track assets, work equipment, land, buildings and other assets.

CSX would respectfully like to note that while the Surface Transportation Board (“STB”) has deemed the proposed transaction “significant”, that determination is based on the ability to assess the competitive effects of the transaction at the outset of the proceeding without further development of the facts. The STB determination does not speak to the materiality of this transaction from a financial reporting perspective. The current estimated purchase price for this acquisition is less than 2% of the Company’s market value, which is the highest level of significance under each of the significance tests under Rule 1-02(w) of Regulation S-X. CSX has also determined that the transaction is not material with respect to the Company’s financial statements when reviewed both quantitatively and qualitatively for disclosure under ASC 805, Business Combinations. The estimated value of net assets to be acquired is less than 5% of the Company’s shareholder’s equity, which was the highest level of significance when reviewing the appropriate materiality metrics. Furthermore, the terms of the pending acquisition could be impacted by STB requirements in order to approve the transaction.

As the Company has determined that the proposed Pan-Am acquisition is not material, CSX will revise future filings to indicate as such and will provide limited updates to disclosures as the terms of the agreement become finalized and approved.

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We note that you report revenue from interline transportation services on a net basis. Please provide us with your analysis regarding how you determined you were an agent in these transactions. Reference ASC 606-10-55-36 through 39.

SUMMARY:

The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the “principal” or an “agent” in the transaction, as those terms are defined in the relevant accounting guidance under ASC 606, Revenue from Contracts with Customers. If the Company is acting as the principal in a transaction, revenue is reported on a gross basis. If the Company is acting as an agent in a transaction, revenue is reported on a net basis.

Rest of the answer

In determining whether the Company acts as the principal or an agent, the Company applies ASC 606 and assesses: (1) if another party is involved in providing transportation services to the customer, and (2) whether CSX controls the specified services prior to transferring control to the customer.

U. S. Securities and Exchange Commission

The Company’s interline transportation services arrangements involve the services of CSX and at least one other railroad as a participating carrier for a freight shipment that includes one or more connecting segments in the shipping route. CSX, as the originating carrier, executes the contract with the customer via receipt of a bill of lading for transportation services based on a negotiated price contained in a transportation services agreement or a publicly disclosed tariff rate. At the customer’s direction, CSX involves another participating carrier for segments of the service that are not on CSX’s network. Each segment of the shipment, including a segment performed by a participating carrier, is separately identifiable and represents a separate performance obligation in the overall bill of lading. Each carrier’s operations and control are limited by law to its own rail network, so the participating carrier exclusively controls the operations of its shipping segments. CSX does not have control over the participating carrier’s shipping segment, but rather acts as the agent in procuring price quotes from the participating carrier to assemble the interline rate. The customer sends CSX the bill of lading, which identifies each participating carrier in the shipping route. Each railroad performs its transportation service and CSX bills the customer for all services and pays the participating carrier its portion of the revenue.

For the reasons summarized above and further described in the subsequent analysis, total revenue for an entire interline transportation shipment is recognized on a net basis as follows:

1. For the segment of the shipment operated by CSX, CSX is the principal as it controls the specified services. Amounts billed for this segment are reflected in revenue on CSX’s consolidated income statement.

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Please advise us of the legal basis upon which the participants relied to conclude that each of the nominees for director is bona fide within the meaning of Rules 14a-4(d)(1) and (4).

In the section titled

“Item 4: Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on the Compensation of CSX’s Named

Executive Officers” in the definitive proxy statement, we added the following sentence to the end of the third paragraph of such section:

“We currently hold our advisory vote on executive compensation every year, as our Board had last recommended, and our shareholders had approved in 2011.” Read in the reply ↗

Advise us, with a view toward revised disclosure, what consideration has been given to the application of Item 10 of Schedule 14A to this proposal. Refer to Instruction 1of Item 10.

CSX considered the application of Item 10 of Schedule 14A, however, as Item 5 involves an advisory non-binding vote of shareholders and CSX is not required to submit the matter at issue under Item 5 to a shareholder vote, CSX concluded that Item 18 of Schedule

14A governs with respect to the disclosure required.

Rest of the answer

Item 18 requires the registrant to state, among other things,

“what action is intended to be taken by the registrant in the event of a negative vote on the matter by the security holders.” The Company’s Board of Directors has had extensive discussions regarding the Reimbursement (as defined in the definitive proxy statement), however, at this time, the Board has not determined what action it intends to take in the event of a negative vote on the matter by the security holders. The Board will take into account the facts and circumstances at the time, including the outcome of the shareholder vote on the matter.

Accordingly, in the section titled “Item 5: Advisory (Non-Binding) Vote Concerning Reimbursement Arrangements Sought in Connection with Retention of E. Hunter Harrison as CEO at CSX” in the definitive proxy statement, we amended and restated the second to last paragraph as follows:

“The

Company’s Board of Directors has had extensive discussions regarding the Reimbursement, however, at this time the Board has not determined what action it intends to take or will take if the resolution does or does not receive majority support from shareholders. The resolution is advisory, and after shareholders have voted the Board intends to act promptly and to take into account the facts and circumstances at the time, including the outcome of the shareholder vote on the resolution, in the exercise of its fiduciary duties with respect to whether to commit to the Reimbursement. Under the MR Agreement, the Company has agreed that within 15 days following the Annual Meeting it will make a determination with respect to the Reimbursement.”

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Disclose the current frequency of shareholder advisory votes on executive compensation, or advise. See Item 24 of Schedule 14A.

No reply letter found.

Advise us, with a view toward revised disclosure, what consideration has been given to the application of Item 10 of Schedule 14A to this proposal. Refer to Instruction 1of Item 10.

No reply letter found.

Please advise us, with a view toward revised disclosure, how the participants fulfilled their disclosure obligations under Rule 14a-4(e). At present, the form of proxy simply reads, in apparent response to Rule 14a-4(e), “[i]f no direction is made…” Such disclosure, however, could be interpreted only as a qualification on the potential use of the discretionary authority available under Rule 14a-4(b).

Rest of the question

In order to fulfill their disclosure obligations under Rule 14a4(e), the participants should affirmatively disclose in the form of proxy and/or the proxy statement that the shares represented by the proxies will be voted as instructed.

No reply letter found.

You disclose the company reduced the management workforce and completed other restructuring activities that resulted in a restructuring charge of $173 million. In future filings, please revise to disclose the facts and circumstances that led to the restructuring and quantify the estimated range of these savings on your future earnings and cash flows resulting from this exit plan.

Rest of the question

Please refer to ASC 420-10-50-1(a) and SAB Topic 5.P.4.

In future filings, CSX will expand the disclosure on restructuring activities to indicate that these activities were prompted by furthering its strategic objectives. The Company has been focused on driving efficiencies through process improvement and enhanced cost control while responding to business mix shifts, particularly the significant decline in the coal market. These reductions were designed to further streamline general and administrative and operating support functions to speed decision making and further control costs.

Rest of the answer

In addition, the Company will quantify the estimated impact of the associated savings on future earnings and cash flows in the expanded disclosure.

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