CSXCSX Corporation

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.

Read in the reply ↗