CSX CORP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
CSX$51.08+1.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
Part IV
(a)(1) Financial Statements
| See Index to Consolidated Financial Statements on page | 51. |
|---|
(2) Financial Statement Schedules
The information required by Schedule II, Valuation and Qualifying Accounts, is included in Note 5 to the Consolidated Financial Statements, Casualty, Environmental and Other Reserves. All other financial statement schedules are not applicable.
(3) Exhibits
See exhibits listed under part(b) below.
(b)The documents listed below are being filed or have previously been filed on behalf of CSX and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits not previously filed are filed herewith. Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant's long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant's total assets, have been omitted and will be furnished to the Commission upon request.
| Exhibit designation | Nature of exhibit | Previously filed as exhibit to |
| 2.1 | Distribution Agreement, dated as of July 26, 2004, by and among CSX Corporation, CSX Transportation, Inc., CSX Rail Holding Corporation, CSX Northeast Holding Corporation, Norfolk Southern Corporation, Norfolk Southern Railway Company, CRR Holdings LLC, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC, Pennsylvania Lines LLC, NYC Newco, Inc. and PRR Newco, Inc. | September 2, 2004,Exhibit 2.1, Form 8-K |
| 3.1 | Amended and Restated Articles of Incorporation of CSX Corporation, effective as of December 16, 2014 | February 11, 2015,Exhibit 3.1, Form 10-K |
| 3.2 | Articles of Amendment to CSX Corporation's Amended and Restated Articles of Incorporation, as amended | June 7, 2021Exhibit 3.1, Form 8-K |
| 3.3 | Amended and Restated Bylaws of CSX Corporation, effective as of December 7, 2022 | December 13, 2022,Exhibit 3.1, Form 8-K |
| Instruments Defining the Rights of Security Holders, Including Debentures: | ||
|---|---|---|
| 4.1(a)(P) | Indenture, dated August 1, 1990, between the Registrant and The Chase Manhattan Bank, as Trustee | September 7, 1990, Form SE |
| 4.1(b)(P) | First Supplemental Indenture, dated as of June 15, 1991, between the Registrant and The Chase Manhattan Bank, as Trustee | May 28, 1992, Exhibit 4(c), Form SE |
| 4.1(c) | Second Supplemental Indenture, dated as of May 6, 1997, between the Registrant and The Chase Manhattan Bank, as Trustee | June 5, 1997, Exhibit 4.3, Form S-4 (Registration No. 333-28523) |
| 4.1(d) | Third Supplemental Indenture, dated as of April 22, 1998, between the Registrant and The Chase Manhattan Bank, as Trustee | May 12, 1998, Exhibit 4.2, Form 8-K |
| 4.1(e) | Fourth Supplemental Indenture, dated as of October 30, 2001, between the Registrant and The Chase Manhattan Bank, as Trustee | November 7, 2001, Exhibit 4.1, Form 10-Q |
| 4.1(f) | Fifth Supplemental Indenture, dated as of October 27, 2003 between the Registrant and The Chase Manhattan Bank, as Trustee | October 27, 2003, Exhibit 4.1, Form 8-K |
| 4.1(g) | Sixth Supplemental Indenture, dated as of September 23, 2004 between the Registrant and JP Morgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee | November 3, 2004, Exhibit 4.1, Form 10-Q |
CSX 2024 Form 10-K p.131
| Exhibit designation | Nature of exhibit | Previously filed as exhibit to |
| 4.1(h) | Seventh Supplemental Indenture, dated as of April 25, 2007, between the Registrant and The Bank of New York (as successor to JP Morgan Chase Bank), as Trustee | April 26, 2007, Exhibit 4.4, Form 8-K |
| 4.1(i) | Eighth Supplemental Indenture, dated as of March 24, 2010, between the Registrant and The Bank of New York Mellon (as successor to JP Morgan Chase Bank), as Trustee | April 19, 2010, Exhibit 4.1, Form 10-Q |
| 4.1(j) | Ninth Supplemental Indenture, dated as of February 12, 2019, between CSX and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee (b) | February 12, 2019, Exhibit 4.1.10, Form S-3ASR |
| 4.1(k) | Tenth Supplemental Indenture, dated as of December 10, 2020, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee | December 10, 2020Exhibit 4.3, Form 8-K |
| 4.1(l) | Eleventh Supplemental Indenture, dated as of July 28, 2022, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee | July 28, 2022,Exhibit 4.3, Form 8-K |
| Material Contracts: | ||
|---|---|---|
| 10.1 | Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC, with certain schedules thereto | July 8, 1997, Exhibit 10, Form 8-K |
| 10.2 | Amendment No. 1, dated as of August 22, 1998, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC | June 11, 1999, Exhibit 10.1, Form 8-K |
| 10.3 | Amendment No. 2, dated as of June 1, 1999, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC | June 11, 1999, Exhibit 10.2, Form 8-K |
| 10.4 | Amendment No. 3, dated as of August 1, 2000, to the Transaction Agreement by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation, and CRR Holdings, LLC. | March 1, 2001, Exhibit 10.34, Form 10-K |
| 10.5 | Amendment No. 4, dated and effective as of June 1, 1999, and executed in April 2004, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings, LLC | August 6, 2004, Exhibit 99.1, Form 8-K |
| 10.6 | Amendment No. 5, dated as of August 27, 2004, to the Transaction Agreement, dated as of June 10, 1997, by and among CSX Corporation, CSX Transportation, Inc., Norfolk Southern Corporation, Norfolk Southern Railway Company, Conrail Inc., Consolidated Rail Corporation and CRR Holdings LLC | September 2, 2004, Exhibit 10.1, Form 8-K |
| 10.7 | Shared Assets Area Operating Agreement for Detroit, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Corporation, with exhibit thereto | June 11, 1999, Exhibit 10.6, Form 8-K |
CSX 2024 Form 10-K p.132
| Exhibit designation | Nature of exhibit | Previously filed as exhibit to |
| 10.8 | Shared Assets Area Operating Agreement for North Jersey, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto | June 11, 1999, Exhibit 10.4, Form 8-K |
| 10.9 | Shared Assets Area Operating Agreement for South Jersey/Philadelphia, dated as of June 1, 1999, by and among Consolidated Rail Corporation, CSX Transportation, Inc. and Norfolk Southern Railway Company, with exhibit thereto | June 11, 1999, Exhibit 10.5, Form 8-K |
| 10.10 | Monongahela Usage Agreement, dated as of June 1, 1999, by and among CSX Transportation, Inc., Norfolk Southern Railway Company, Pennsylvania Lines LLC and New York Central Lines LLC, with exhibit thereto | June 11, 1999, Exhibit 10.7, Form 8-K |
| 10.11 | Tax Allocation Agreement, dated as of August 27, 2004, by and among CSX Corporation, Norfolk Southern Corporation, Green Acquisition Corp., Conrail Inc., Consolidated Rail Corporation, New York Central Lines LLC and Pennsylvania Lines LLC | September 2, 2004, Exhibit 10.2, Form 8-K |
| 10.12** | CSX Directors’ Deferred Compensation Plan effective January 1, 2005 | February 22, 2008, Exhibit 10.3, Form 10-K |
| 10.13** | CSX Directors' Matching Gift Plan (as amended through February 9, 2011) | February 18, 2021, Exhibit 10.5, Form 10-K |
| 10.14** | Special Retirement Plan of CSX Corporation and Affiliated Companies (as amended through February 14, 2001) | March 4, 2002, Exhibit 10.23, Form 10-K |
| 10.15** | Supplemental Retirement Benefit Plan of CSX Corporation and Affiliated Companies (as amended through February 14, 2001) | March 4, 2002, Exhibit 10.24, Form 10-K |
| 10.16** | CSX Stock and Incentive Award Plan | May 7, 2010, Exhibit 10.1, Form 8-K |
| 10.17* ** | CSX Executives' Deferred Compensation Plan (as amended and restated effective July 11, 2023) | |
| 10.18** | Employment Agreement, effective as of December 22, 2017, between CSX Corporation and James M. Foote | February 7, 2018Exhibit 10.42, Form 10-K |
| 10.19** | CSX 2019 Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 22, 2019) | May 8, 2019Exhibit 10.1, Form 8-K |
| 10.20** | Employment Agreement, dated August 29, 2022, between CSX Corporation and Joseph R. Hinrichs | October 21, 2022,Exhibit 10.1, Form 10-Q |
| 10.21** | Transition Agreement, dated September 14, 2022, between CSX Corporation and James M. Foote | October 21, 2022,Exhibit 10.2, Form 10-Q |
| 10.22 | $1,200,000,000 Five-Year Revolving Credit Agreement, dated as of February 28, 2023, among CSX Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | March 3, 2023Exhibit 10.1, Form 8-K |
| 10.23** | Form of LTIP Performance Unit Award Agreement | April 20, 2023,Exhibit 10.2, Form 10-Q |
| 10.24** | Form of LTIP Performance Unit Award Agreement for Joseph R. Hinrichs | April 20, 2023,Exhibit 10.3, Form 10-Q |
| 10.25** | Form of LTIP Stock Option Agreement | April 20, 2023,Exhibit 10.4, Form 10-Q |
| 10.26** | Form of LTIP Stock Option Agreement for Joseph R. Hinrichs | April 20, 2023,Exhibit 10.5, Form 10-Q |
CSX 2024 Form 10-K p.133
| Exhibit designation | Nature of exhibit | Previously filed as exhibit to |
|---|---|---|
| 10.27** | Form of LTIP Restricted Stock Unit Award Agreement | April 20, 2023,Exhibit 10.6, Form 10-Q |
| 10.28** | Form of LTIP Restricted Stock Unit Award Agreement for Joseph R. Hinrichs | April 20, 2023,Exhibit 10.7, Form 10-Q |
| 10.29** | CSX Corporation Executive Severance Plan, amended and restated as of July 11, 2023 | October 20, 2023, Exhibit 10.1, Form 10-Q |
| 10.30** | Form of Change of Control Agreement for Chief Executive Officer, effective as of July 11, 2023 | October 20, 2023, Exhibit 10.2, Form 10-Q |
| 10.31** | Form of Change of Control Agreement for Executive Vice President, effective as of July 11, 2023 | October 20, 2023, Exhibit 10.3, Form 10-Q |
| 10.32** | Form of Change of Control Agreement for Senior Vice President/Vice President, effective as of July 11, 2023 | October 20, 2023, Exhibit 10.4, Form 10-Q |
| 10.33** | Employment Separation Agreement and Release Form, effective as of August 30, 2023, between CSX and Jamie J. Boychuk | October 20, 2023, Exhibit 10.5, Form 10-Q |
| 10.34* ** | Non-Compete Agreement | |
| Officer certifications: | ||
| 31* | Rule 13a-14(a) Certifications | |
| 32* | Section 1350 Certifications | |
| Interactive data files: | ||
| 101* | The following financial information from CSX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025, formatted in XBRL includes: (i) Consolidated Income Statements for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, (ii) Consolidated Comprehensive Income Statements for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, (iii) Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, (iv) Consolidated Cash Flow Statements for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, (v) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, and (vi) the Notes to Consolidated Financial Statements. | |
| 104* | The cover page from CSX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. | |
| Other exhibits: | ||
| 19* | Insider Trading Policy | |
| 21* | Subsidiaries of the Registrant | |
| 23* | Consent of Independent Registered Public Accounting Firm | |
| 24* | Powers of Attorney | |
| * Filed herewith | ||
| ** Management Contract or Compensatory Plan or Arrangement | ||
| (P) This Exhibit has been paper filed and is not subject to Item 601 of Reg S-K for hyperlinks. | ||
| Note: Items not filed herewith have been submitted in previous SEC filings. | ||
CSX 2024 Form 10-K p.134
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