CSX 10-K Annual Report Dec. 31, 2024 | Alphaminr

CSX 10-K Fiscal year ended Dec. 31, 2024

CSX CORP
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TABLE OF CONTENTS
Part IprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. ReservedprintItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintNote 20, Revision Of Prior Period Financial StatementsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. Nature Of Operations and Significant Accounting PoliciesprintNote 1. Nature Of Operations and Significant Accounting Policies, ContinuedprintNote 1. Nature Of Operations and Significant Accounting Policies,printNote 2. Earnings Per ShareprintNote 2. Earnings Per Share, ContinuedprintNote 2. Earnings Per Share,printNote 3. Shareholders EquityprintNote 4. Stock Plans and Share-based CompensationprintNote 4. Stock Plans and Share-based Compensation, ContinuedprintNote 4. Stock Plans and Share-based Compensation,printNote 5. Casualty, Environmental and Other ReservesprintNote 5. Casualty, Environmental and Other Reserves, ContinuedprintNote 5. Casualty, Environmental and Other Reserves,printNote 6. PropertiesprintNote 6. Properties, ContinuedprintNote 6. Properties,printNote 7. LeasesprintNote 7. Leases, ContinuedprintNote 7. Leases,printNote 8. Commitments and ContingenciesprintNote 8. Commitments and Contingencies, ContinuedprintNote 8. Commitments and Contingencies,printNote 9. Employee Benefit PlansprintNote 9. Employee Benefit Plans, ContinuedprintNote 10. Debt and Credit AgreementsprintNote 10. Debt and Credit Agreements, ContinuedprintNote 10. Debt and Credit Agreements,printNote 11. RevenuesprintNote 11. Revenues, ContinuedprintNote 11. Revenues,printNote 12. Income TaxesprintNote 12. Income Taxes, ContinuedprintNote 12. Income Taxes,printNote 13. Fair Value MeasurementsprintNote 13. Fair Value Measurements, ContinuedprintNote 13. Fair Value Measurements,printNote 14. Other Income - NetprintNote 15. Investment in Affiliates and Related-party TransactionsprintNote 15. Investment in Affiliates and Related-party Transactions, ContinuedprintNote 15. Investment in Affiliates and Related-party Transactions,printNote 16. Other Comprehensive Income (loss)printNote 16. Other Comprehensive Income (loss), ContinuedprintNote 16. Other Comprehensive Income (loss),printNote 17. Business CombinationsprintNote 17. Business Combinations, ContinuedprintNote 17. Business Combinations,printNote 18. Segment Reporting and Significant ExpensesprintNote 18. Segment Reporting and Significant Expenses, ContinuedprintNote 18. Segment Reporting and Significant Expenses,printNote 19. Goodwill and Other Intangible AssetsprintNote 19. Goodwill and Other Intangible Assets, ContinuedprintNote 19. Goodwill and Other Intangible Assets,printNote 20. Revision Of Prior Period Financial StatementsprintNote 20. Revision Of Prior Period Financial Statements, ContinuedprintNote 20. Revision Of Prior Period Financial Statements,printItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers Of The Registrant and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits, Financial Statement Schedulesprint

Exhibits

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 December7, 2022 December 13, 2022,Exhibit 3.1, Form 8-K 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 ChaseManhattan Bank, as Trustee November3, 2004,Exhibit 4.1, Form 10-Q 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 4.2 Description of Common Stock February 14, 2024Exhibit 4.2, 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 10.12** CSX Directors Deferred Compensation Plan effective January 1, 2005 February 22, 2008,Exhibit10.3, Form10-K 10.13** CSX Directors' Matching Gift Plan (as amended through February 9, 2011) February 18, 2021,Exhibit 10.5, 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 registrants 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 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 31* Rule 13a-14(a) Certifications 32* Section 1350 Certifications 19* Insider Trading Policy 21* Subsidiaries of the Registrant 23* Consent of Independent Registered Public Accounting Firm 24* Powers of Attorney 97 Financial Statement Compensation Recoupment Policy February 14, 2024,Exhibit 97, Form 10-K