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Select a Bookmark Front CoverOur BusinessLetter to ShareholdersNotice of 2024
Virtual Annual Meeting of ShareholdersTable of ContentsCreating Value Through
Focus on Service, Environmental Sustainability, Safety and Culture   Providing a
Better Customer Experience   Environmental
Sustainability   Safety   Culture   GovernanceProxy Voting SummaryCorporate
Governance   ITEM 1 Election of Directors   Criteria for Board Membership
   Board Nomination Policies and Practices   Director Nominees   Director
Commitments   Board Key Skills and Experiences   Board Composition, Refreshment
and Diversity   Director Independence   Board Leadership and Committee
Structure   Compensation Committee Interlocks and Insider
Participation   Meetings of the Board and Executive Sessions   Annual Evaluation
of Board Performance   Principles of Corporate Governance   Transactions with
Related Persons and Other Matters   Board of Directors’ Role in Risk
Oversight   Board of Directors' Role in Strategy Oversight   Board of Directors’
Role in ESG Oversight   Board of Directors’ Role in Succession
Planning   Shareholder Outreach and Engagement   Director CompensationAudit
Matters   ITEM 2 Ratification of Independent Registered Public Accounting
Firm   Fees Paid to Independent Registered Public Accounting Firm   Pre-Approval
Policies and ProceduresReport of the Audit CommitteeExecutive
Compensation   ITEM 3 Advisory (Non-Binding) Vote to Approve the Compensation of
CSX’s Named Executive OfficersLetter from the Compensation and Talent Management
CommitteeReport of the Compensation and Talent Management CommitteeCompensation
Discussion and Analysis   Key Business Highlights for 2023   Say on Pay and
Shareholder Engagement   Compensation Program Objectives and Design   Elements
of the Company’s 2023 Executive Compensation Program   Compensation
Decisions   2023 Base Salary   Short-Term Incentive Compensation      2024
Management Incentive Compensation Plan Design   Long-Term Incentive
Compensation   Employment Agreements   BenefitsCompensation Tables   2023
Summary Compensation Table   2023 Grants of Plan-Based Awards Table   2023
Outstanding Equity Awards at Fiscal Year-End   2023 Option Exercises and Stock
Vested Table   2023 Pension Benefits Table   2023 Non-qualified Deferred
Compensation Table   Potential Payouts Under Change-of-Control AgreementsCEO Pay
Ratio Pay Versus Performance   CEO Pay-for-Performance AlignmentEquity
Compensation Plan InformationOwnership of Our Stock   Security Ownership of
Management and Certain Beneficial OwnersDelinquent Section 16(a) ReportsITEM 4
Shareholder Proposal Requesting a Railroad Safety CommitteeAdditional
Information   Notice of Electronic Availability of Proxy Materials   Annual
Report on Form 10-K   Other Matters   Householding of Proxy Materials   Note
about the CSX Website, ESG Reports and Forward-Looking StatementsAnnual Meeting
Questions & AnswersHelpful LinksBack Cover






INFO



YOUR VOTE IS IMPORTANT!




If you have voting rights you may use www.proxyvote.com to cast your vote until
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 * Front Cover
 * Our Business
 * Letter to Shareholders
 * Notice of 2024 Virtual Annual Meeting of Shareholders
 * Table of Contents
 * Creating Value Through Focus on Service, Environmental Sustainability, Safety
   and Culture
    * Providing a Better Customer Experience
    * Environmental Sustainability
    * Safety
    * Culture
    * Governance

 * Proxy Voting Summary
 * Corporate Governance
    * ITEM 1 Election of Directors
    * Criteria for Board Membership
    * Board Nomination Policies and Practices
    * Director Nominees
    * Director Commitments
    * Board Key Skills and Experiences
    * Board Composition, Refreshment and Diversity
    * Director Independence
    * Board Leadership and Committee Structure
    * Compensation Committee Interlocks and Insider Participation
    * Meetings of the Board and Executive Sessions
    * Annual Evaluation of Board Performance
    * Principles of Corporate Governance
    * Transactions with Related Persons and Other Matters
    * Board of Directors’ Role in Risk Oversight
    * Board of Directors' Role in Strategy Oversight
    * Board of Directors’ Role in ESG Oversight
    * Board of Directors’ Role in Succession Planning
    * Shareholder Outreach and Engagement
    * Director Compensation

 * Audit Matters
    * ITEM 2 Ratification of Independent Registered Public Accounting Firm
    * Fees Paid to Independent Registered Public Accounting Firm
    * Pre-Approval Policies and Procedures

 * Report of the Audit Committee
 * Executive Compensation
    * ITEM 3 Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s
      Named Executive Officers

 * Letter from the Compensation and Talent Management Committee
 * Report of the Compensation and Talent Management Committee
 * Compensation Discussion and Analysis
    * Key Business Highlights for 2023
    * Say on Pay and Shareholder Engagement
    * Compensation Program Objectives and Design
    * Elements of the Company’s 2023 Executive Compensation Program
    * Compensation Decisions
    * 2023 Base Salary
    * Short-Term Incentive Compensation
       * 2024 Management Incentive Compensation Plan Design
   
    * Long-Term Incentive Compensation
    * Employment Agreements
    * Benefits

 * Compensation Tables
    * 2023 Summary Compensation Table
    * 2023 Grants of Plan-Based Awards Table
    * 2023 Outstanding Equity Awards at Fiscal Year-End
    * 2023 Option Exercises and Stock Vested Table
    * 2023 Pension Benefits Table
    * 2023 Non-qualified Deferred Compensation Table
    * Potential Payouts Under Change-of-Control Agreements

 * CEO Pay Ratio
 * Pay Versus Performance
    * CEO Pay-for-Performance Alignment

 * Equity Compensation Plan Information
 * Ownership of Our Stock
    * Security Ownership of Management and Certain Beneficial Owners

 * Delinquent Section 16(a) Reports
 * ITEM 4 Shareholder Proposal Requesting a Railroad Safety Committee
 * Additional Information
    * Notice of Electronic Availability of Proxy Materials
    * Annual Report on Form 10-K
    * Other Matters
    * Householding of Proxy Materials
    * Note about the CSX Website, ESG Reports and Forward-Looking Statements

 * Annual Meeting Questions & Answers
 * Helpful Links
 * Back Cover

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Our Business Our network serves major population centers in 26 states east of
the Mississippi River, the District of Columbia and the Canadian provinces of
Ontario and Quebec, as well as more than 240 short-line and regional railroads,
and has access to over 70 ocean, river and lake port terminals along the
Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St.
Lawrence Seaway. Our Vision To be the best-run railroad in North America Our
Purpose To capitalize on the efficiency of rail transportation to serve North
America CSX by the Numbers as of December 31, 2023 More than 196 years in
operation $14.7 billion of revenue generated 3,500 locomotives, which reduce
greenhouse gas emissions by up to 75% compared to trucks Approximately
Approximately Approximately 20,000 route-mile rail network 3.4 million carloads
shipped 12.9 million tons of carbon dioxide emissions avoided by CSX customers
More than Approximately 23,000 employees 2.8 million intermodal units shipped

Letter to Shareholders After a year in which we significantly advanced our goal
of strengthening CSX’s workplace culture to drive service excellence and
business growth, we aim for continued progress in 2024 through a three-pillar
strategy. JOSEPH R. HINRICHS President and Chief Executive Officer March 25,
2024 Dear Shareholder, Thank you for your ongoing confidence and investment in
CSX Corporation. I hope you will join me and the CSX Board of Directors at the
Company’s 2024 Annual Meeting on May 8th at 10:00 a.m. EDT, where we will review
our 2023 performance and discuss our long-term strategic plan. The meeting will
be held in a virtual format to support accessibility and shareholder
participation. Our Strategy After a year in which we significantly advanced our
goal of strengthening CSX’s workplace culture to drive service excellence and
business growth, we aim for continued progress in 2024 through a three-pillar
strategy: n sustaining a ONE CSX culture; n transforming CSX through technology;
and n generating profitable growth through a better customer experience. We are
implementing initiatives supporting each of these elements of our strategic
vision across our Company. We are delivering on our promise to our employees to
create a work environment in which they feel valued, included, respected and
appreciated—a workplace that listens to its team members and motivates them to
provide industry-leading service to our customers. We are enhancing the customer
experience by lifting our service performance, promoting new innovations and
incorporating increasingly responsive, transparent customer service processes
and tools. Additionally, we are adopting new technologies that increase
efficiency, improve sustainability, enhance safety and overall make it easier
than ever for customers to do business with our Company. Our strategy enabled us
to deliver industry-leading Merchandise and Coal growth in 2023, despite
economic factors that constrained the broader transportation sector, as our
improved service performance positioned us to increase our market share through
competitive wins and truck conversions. We are encouraged as CSX continues to
benefit in tangible ways from new industrial development partnerships, which are
strengthening our sales pipeline with a broad mix of new business prospects.
Additionally, the environmental advantage of rail over highway transportation is
becoming a factor in our customers’ supply chain decision-making, and we are
making efforts to extend this advantage by pursuing alternative energy and
fuel-saving solutions that will further increase our efficiency and
sustainability. Ongoing Cultural Transformation Progress on our ONE CSX cultural
transformation remains a priority, as we build a workforce that values teamwork,
communication and collaboration across all departments and job functions and
truly feels the impact of an improved employee work experience. We succeeded in
reaching labor agreements to provide the vast majority of our union- represented
employees with paid sick leave, and we are continuing to 2024 Proxy Statement 2

strengthen labor relations through constructive, ongoing dialogue between union
and Company leaders. Another significant ONE CSX initiative has been our
regular, periodic employee engagement surveys to gain insight into areas needing
improvement, gather employee comments and measure progress. A crucial element of
the survey initiative is transparent sharing of the results with employees,
which is aimed at demonstrating the sincerity of our Company’s commitment to
improving the employee work experience. Altogether, we believe that a cultural
transformation in our ONE CSX workforce is beneficial for all our stakeholders
by enabling us to deliver on our growth potential as our engaged employees
provide better service to our customers. Safety Commitment Despite overall
safety improvement at CSX, the past year delivered a sobering reminder of the
unforgiving nature of the railroad environment. After over two years without an
employee workplace fatality, we lost three railroaders in 2023. We have vowed
that these tragic incidents and the lives lost will have a lasting impact at our
Company. We have strengthened training for new hires and front-line supervisors,
and we have implemented mentoring programs that emphasize a ONE CSX approach to
safety-related teamwork. Another major event in 2023—the Norfolk Southern
derailment at East Palestine, Ohio—drew widespread public attention to rail
safety. Our Company had already begun upgrading our wayside defect detection
devices and expanding the use of these technologies, and we accelerated our
implementations in response to the safety concerns raised by this high-profile
incident. These efforts are ongoing, and we are confident in our ability to
protect the public and reduce derailment incidence through our multi-faceted
approach. Our commitment to safety remains steadfast for both our employees and
our communities. All of these initiatives and many others are reinforcing the
value of our Company by supporting our business growth strategy, which we will
have the opportunity to discuss further at our 2024 Annual Meeting. To attend
the May 8th meeting, enter www.virtualshareholdermeeting.com/CSX2024 into your
web browser’s search bar, then enter the 16-digit control number provided on
your proxy card or voting instruction form. This number can also be found on the
Notice Regarding the Availability of Proxy Materials. You are encouraged to
review our 2023 CSX Annual Report to Shareholders, which includes the Company’s
audited financial statements and additional information about our Company’s
business. Our proxy materials are being made available electronically in keeping
with CSX’s commitment to transparency and conservation of resources. Electronic
distribution complies with the Securities and Exchange Commission’s “notice and
access” rules in addition to being effective, efficient and more environmentally
sustainable. Please refer to the Questions and Answers section of this Proxy
Statement or the Annual Meeting of Shareholders section of our Investor
Relations website for additional details about accessing information and the
conduct of the Annual Meeting. CSX considers every shareholder vote important,
and you are encouraged to promptly submit your proxy to ensure your shares are
represented and voted, whether or not you plan to attend the 2024 Annual
Meeting. You can vote by proxy via the Internet, by telephone or, if you
requested printed proxy materials, by returning your proxy card or voting
instruction form in the postage-paid envelope provided. If you submit your proxy
in advance, you can still vote your shares online during the Annual Meeting
should you choose to attend virtually. Please review the instructions for each
of your voting options described in this Proxy Statement as well as in the
Notice you received in the mail or via email. Your participation in our Annual
Meeting is appreciated by the CSX Board of Directors and our entire leadership
team. Sincerely, JOSEPH R. HINRICHS President and Chief Executive Officer
Consistent with CSX’s commitment to environmental stewardship, resource
conservation, governance and timely access to Company information, this year’s
Proxy materials will be available to shareholders online. Letter to Shareholders
3

Logistics The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX
Corporation (together with its subsidiaries, “CSX” or the “Company”) will be
held: Date and Time How to Attend the Annual Meeting Record Date Wednesday, May
8, 2024, at 10:00 a.m. EDT If you plan to participate in the Annual Meeting,
please see the instructions in the Questions and Answers section of the Proxy
Statement. Shareholders will be able to listen, vote electronically and submit
questions during the Annual Meeting online. There will be no physical location
for shareholders to attend. Shareholders may only participate online at
www.virtualshareholdermeeting.com/CSX2024. Only shareholders of record at the
close of business on March 11, 2024, which is the record date for the Annual
Meeting, are entitled to vote. Items of Business 01 To elect the 12 director
nominees named in the Proxy Statement to the Company’s Board of Directors 02 To
ratify the appointment of Ernst & Young LLP as the Independent Registered Public
Accounting Firm for 2024 03 To vote on an advisory (non-binding) resolution to
approve the compensation for the Company’s named executive officers 04 To vote
on a shareholder proposal requesting a railroad safety committee FOR See page 19
FOR See page 53 FOR See page 57 AGAINST See page 110 The persons named as
proxies will use their discretion to vote on other matters that may properly
come before the Annual Meeting. To Our Shareholders The above matters are
described in the Proxy Statement. You are urged, after reading the Proxy
Statement, to vote your shares by proxy using one of the following methods: (i)
vote via the Internet or by telephone; or (ii) complete, sign, date and return
your proxy card if you are a shareholder of record or voting instruction form if
you hold your shares through a broker, bank or other nominee in the postage-paid
envelope provided if you requested printed proxy materials. This proxy is being
solicited on behalf of the Company’s Board of Directors. The Notice Regarding
the Availability of Proxy Materials (the “Notice”), the Proxy Statement and the
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the
“2023 Annual Report”) are being mailed or made available to shareholders on or
about March 25, 2024. By Order of the Board of Directors, Advance Voting NATHAN
D. GOLDMAN Executive Vice President – Chief Legal Officer and Corporate
Secretary Online By Phone By Mail www.proxyvote.com 1-800-690-6903 Mark, sign,
date and promptly mail the enclosed proxy card or voting instruction form in the
postage-paid envelope IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2024 The
Company’s Notice for the Annual Meeting, Proxy Statement and 2023 Annual Report
are available, free of charge, at www.proxyvote.com. 2024 Proxy Statement 4

Letter to Shareholders 2 Notice of 2024 Virtual Annual Meeting of Shareholders 4
Creating Value Through Focus on Service, Environmental Sustainability, Safety
and Culture 6 Proxy Voting Summary 13 Corporate Governance 19 Election of
Directors 19 Criteria for Board Membership 19 Board Nomination Policies and
Practices 20 Director Nominees 20 Director Commitments 33 Board Key Skills and
Experiences 35 Board Composition, Refreshment and Diversity 37 Director
Independence 39 Board Leadership and Committee Structure 39 Compensation
Committee Interlocks and Insider Participation 42 Meetings of the Board and
Executive Sessions 42 Annual Evaluation of Board Performance 42 Principles of
Corporate Governance 43 Transactions with Related Persons and Other Matters 44
Board of Directors’ Role in Risk Oversight 45 Board of Directors' Role in
Strategy Oversight 46 Board of Directors’ Role in ESG Oversight 47 Board of
Directors’ Role in Succession Planning 48 Shareholder Outreach and Engagement 48
Director Compensation 51 Audit Matters 53 Ratification of Independent Registered
53 Public Accounting Firm Fees Paid to Independent Registered Public Accounting
Firm 54 Pre-Approval Policies and Procedures 54 Report of the Audit Committee 55
Executive Compensation 57 Advisory (Non-Binding) Vote to Approve the 57
Compensation of CSX’s Named Executive Officers Letter from the Compensation and
Talent Management Committee 58 Report of the Compensation and Talent Management
Committee 60 Compensation Discussion and Analysis 61 Key Business Highlights for
2023 62 Say on Pay and Shareholder Engagement 63 Compensation Program Objectives
and Design 64 Elements of the Company’s 2023 Executive Compensation Program 68
Compensation Decisions 71 2023 Base Salary 76 Short-Term Incentive Compensation
76 Long-Term Incentive Compensation 79 Employment Agreements 85 Benefits 86
Compensation Tables 89 2023 Summary Compensation Table 89 2023 Grants of
Plan-Based Awards Table 91 2023 Outstanding Equity Awards at Fiscal Year-End 93
2023 Option Exercises and Stock Vested Table 95 2023 Pension Benefits Table 96
2023 Non-qualified Deferred Compensation Table 96 Potential Payouts Under
Change-of-Control Agreements 97 CEO Pay Ratio 100 Pay Versus Performance 101 CEO
Pay-for-Performance Alignment 103 Equity Compensation Plan Information 106
Ownership of Our Stock 107 Security Ownership of Management and Certain
Beneficial Owners 107 Delinquent Section 16(a) Reports 109 Shareholder Proposal
Requesting a 110 Railroad Safety Committee Additional Information 113 Notice of
Electronic Availability of Proxy Materials 113 Annual Report on Form 10-K 113
Other Matters 114 Householding of Proxy Materials 114 Note about the CSX
Website, ESG Reports and Forward-Looking Statements 114 Annual Meeting Questions
& Answers 115 Helpful Links 120 5

CSX’s unwavering commitment is to generate long-term value for all our
stakeholders—customers, shareholders, employees and communities. This commitment
is driven by strategic investments in our proven operating model that
prioritizes service, efficiency, safety and our people. We are making
consistent, positive strides in our overall business growth strategy and core
initiatives designed to stimulate profitable expansion. In alignment with these
efforts, we have: n enhanced the customer experience through innovative service
offerings and technological upgrades; n heightened our commitment to
environmental sustainability, demonstrated by our investment in alternative
fuels, along with analytical tools designed to improve efficiency; n thoroughly
reviewed our approach to safety, introducing changes to our processes while
maintaining our commitment to continuous improvement in safety performance; and
n further fortified our ONE CSX workplace culture, promoting a unified and
collaborative work environment. We are confident that these advancements put us
on the right track towards providing efficient and profitable rail solutions
over the long term. By generating more business and preserving a safe and
rewarding work environment for our employees, we are creating enduring value for
our customers, shareholders, employees and communities. Our ability to adapt,
evolve, innovate and invest has been instrumental in CSX’s journey towards
excellence. This proactive approach will continue to guide us into the future,
empowering the Company to deliver superior results for decades to come. Creating
Value, Together Our Customers We help our customers reach their goals. We move
our customers’ products reliably, efficiently and safely, while facilitating
their reduction of greenhouse gas (“GHG”) emissions in the transition to a
lower-carbon economy in the process. We aim to anticipate our customers’ needs
to create effective solutions and overall be a trusted business partner. In
2023, we estimated that CSX customers avoided emitting 12.9 million tons of
carbon dioxide by shipping with CSX versus truck. Our Shareholders We implement
strategic initiatives and engage in practices designed to drive business results
with a focus on creating long-term shareholder gains. Through increased business
growth and market share, which is incentivized by our executive compensation
program, we are able to deliver strong returns over the long term to our
investors. Last year, cash flow generation supported close to $4.4 billion in
shareholder returns, including approximately $3.5 billion in share repurchases
and nearly $900 million of dividends. Our Employees We care about our people;
employee health and well-being and safety are among our top priorities. We
provide family-sustaining jobs with opportunities for significant growth and
career advancement within our ONE CSX culture that delivers the resources to
improve CSX employees’ emotional, social, physical and financial well- being
both in their work and home lives, values employee engagement and puts safety
first. With more than 23,000 employees, in 2023, we incurred over $3.0 billion
in expenses for labor and fringe benefits. We trained nearly 3,350 craft
employees at the CSX Atlanta Training Center on safety, including the more than
1,600 new conductors whom we successfully onboarded. Our Communities We help
strengthen our communities with a focus on community safety. We support numerous
communities across our network through direct and indirect investment that
provides jobs, fuels local suppliers and moves us all towards a more sustainable
future. We promote rail safety, support active military, veterans and first
responders, provide disaster relief and aim to improve the quality of life in
the areas in which we operate, including by minimizing disturbances from noise,
vibration and land use. In 2023, we contributed $14 million and 18,606 volunteer
hours to our communities, and continued to prioritize public safety with a
robust first responder training program that reached over 6,000 individuals in
communities across our rail network. 2024 Proxy Statement 6

Providing a Better Customer Experience Our Ongoing Commitment to Customer
Service and Innovations We are improving customer service and meeting customer
demand for rail through building increased network capacity, offering new
products and services and leveraging the latest technologies and digital tools.
Over the past couple of years, we have successfully executed a hiring campaign
that significantly increased our ability to handle customer business and support
service improvements, putting us on track to re-attain—and surpass—the
performance heights we reached prior to the COVID-19 pandemic. In early 2023, we
eclipsed our goal of 7,000 active train-and-engine employees. Over the year, we
onboarded more than 1,600 rail conductors. Across our entire organization, we
are critically focused on providing consistent reliable service to our
customers, which has been fueled by our ONE CSX cultural transformation. Beyond
expanding our workforce and increasing our customer solutions team to deliver
the best-in-class service and interaction that our customers have grown to
expect from CSX, over the past few years we have also extended the reach of the
CSX network—including through more first and last-mile services and, in the U.S.
Northeast, more single-line service opportunities— and offered access to new
products, markets and regions for our customers. For example, we: completed the
acquisitions of Quality Carriers, Inc. (“Quality Carriers”), the largest
provider of bulk liquid chemicals truck transportation in North America, and Pan
Am Systems, Inc., with its railway in New England; invested in the growth of our
value-added services, like product transloading and distribution; introduced
innovative supply chain solutions offering dock-to-dock service; and, in 2023,
reached agreements with other railroads that will create a new direct Canadian
Pacific Kansas City (“CPKC”)-CSX interchange connection in Alabama, which will
provide our customers with a new corridor linking Mexico, Texas and the U.S.
Southeast. Overall, CSX has continued to add to a solid operating foundation
that will support future business growth by accelerating highway-to-rail freight
conversion, which we believe is a crucial step in facilitating the transition to
a lower-carbon economy. Additional 2023 milestones include: Expansion of our
groundbreaking industrial site selection program, CSX Select Site, to add new
tools, capabilities and properties to meet growing demand for rail-served
manufacturing sites and further assist companies in locating properties that
best align with their needs and wide range of development criteria, now
including sustainability factors. In 2023, CSX added eight rail- served
properties in seven states to the CSX Select Site program for a total of 19
properties. Working with key customers in important markets such as core
chemicals and energy, metals and equipment, minerals, automotive, forest
products, agriculture, food and fertilizers and waste to locate or expand 93
industrial development projects. Targeted investment in TRANSFLO, a CSX
subsidiary that provides transloading services across our network and enables us
to reach non-rail served customers, to unlock growth; specifically, in new
terminals and terminal expansions in markets with high demand and limited
capacity, and in equipment such as that to convert non- heated car spots to
heated car spots. Continued Quality Carriers multimodal adoption, offering a
solution combining railcar, transload and truck transportation into a single
seamless bundled product, and new intermodal services, offering a
truck-rail-truck solution supported by a recently patented tank design.
Processes and Tools Enhancing Customer Service and Results Providing great
customer service means investing in the processes and tools that are responsive
to customer needs and deliver added value and efficiencies. In 2023, we
continued our digital business transformation with the adoption and advancement
of technologies that address customer feedback and offer more transparency, such
as: Enhancements to our ShipCSX customer service platform, which allows
customers to plan, ship, trace and pay for shipments quickly and securely, while
streamlining terminals so shipments can arrive efficiently. As part of our
multi-year effort to rebuild the ShipCSX website, we are making ongoing
improvements to better support customer needs, including adding a new version of
our Carbon Calculator to help customers calculate GHG emission savings. We are
also adding functionality that allows customers to link their own systems to
ShipCSX for even greater convenience. Piloting GPS shipment tracking on our rail
cars and containers to provide customers with up-to-the-minute location
information anywhere on our 20,000 route-mile network. GPS is a major
advancement from automated equipment identification (“AEI”) because it enables
customers to track rail car and container locations anywhere on the railroad,
not just when they pass AEI wayside readers. Creating Value | Providing a Better
Customer Experience 7

Environmental Sustainability Our Ongoing Commitment to Environmental
Sustainability As the most fuel-efficient mode of freight transportation on
land, rail will continue to enable significant emission reductions and help
drive economic prosperity. Advancing environmental sustainability supports our
business strategy and is a part of our value proposition to our customers. In
addition to helping customers decrease their environmental impact by moving
goods and materials by rail, to underscore our ongoing commitment to mitigating
the impacts of climate change, we are stepping up our actions to reduce our own
GHG emissions, increase our use of renewable energy, divert waste from landfill,
conserve natural resources, clean up the sites on which we operate and partner
with our suppliers to create efficiencies. Detailed progress on these
environmental goals will be released later this year in our 2023 Environmental,
Social and Governance (“ESG”) Report. Overall, we remain extremely proud of our
continued dedication to and leadership on environmental sustainability,
demonstrated by our significant investment in innovative solutions to drive
incremental efficiency and progressive action in our operations to reduce our
impact on the environment as we track towards specific targets, such as our
science-based GHG emissions target of reducing GHG emissions intensity by 37.3%
by 2030, using 2014 as a baseline. Increasing the fuel efficiency of our
locomotive fleet will have the greatest impact in reducing our overall GHG
reductions. As such, in 2023, we further embraced the opportunity to identify,
develop, test and bring to scale emerging alternative fuels and other
technologies and fuel-saving analytics and tools that will bring about an even
more sustainable future for rail, including: Alternative Fuels Battery-Electric
and Hydrogen Locomotives Fuel Efficiency Tools Biodiesel: Partnering with Wabtec
Corporation (“Wabtec”), we began in 2022 a test program of a 20% biodiesel fuel
in 10 rebuilt FDL Advantage locomotives with new high-pressure common rail fuel
systems. This program continues to yield impressive results; as of the end of
2023, these 10 locomotives have burned more than 500,000 gallons of the 20%
biodiesel fuel blend (“B20”), which reduces GHG emissions for Tampa area
operations. Having almost completed the emissions testing—which is performed by
Wabtec—we anticipate that Wabtec will submit data this year for U.S.
Environmental Protection Agency certification for approval of long- term use of
B20 fuel. Battery-Electric: We are exploring battery-powered locomotives as a
sustainable alternative to diesel. In 2023, the Federal Railroad Administration
(the “FRA”) announced the grant of more than $11.5 million under the
Consolidated Rail Infrastructure and Safety Improvement program for the CSX
Curtis Bay facilities at the Port of Baltimore to replace three older
locomotives at our terminal with new battery-electric locomotives and a battery
charging station. The units, which will be the first zero-emissions locomotives
at an East Coast port, are expected to annually reduce emissions by 1.53k tons
of carbon dioxide and 71 tons of nitrogen oxides per year. Hydrogen: In 2023,
CPKC and CSX announced our intent to enter into a joint venture to build and
deploy hydrogen locomotive conversions kits for diesel electric locomotives. As
an initial step in this collaboration, CSX plans to convert one of our diesel
locomotives in Huntington, West Virginia using a hydrogen conversion kit
developed by CPKC. We believe that this exciting initiative will help CSX and
the rail industry achieve long-term carbon reduction targets with zero-emission
locomotives and hydrogen as a fuel alternative. Trip Optimizer and Zero-to-Zero:
CSX was the first railroad to test Wabtec’s Trip Optimizer Zero-to- Zero
technology. Trip Optimizer is a smart system for trains that is similar to
cruise control. It automatically controls locomotive throttle and brakes to
lower fuel burn based on dynamics like the terrain and speed restrictions. We
already use Trip Optimizer technology across our mainline fleet of locomotives,
helping us save approximately 41 million gallons of fuel a year—or an average
saving of 1.4 gallons of fuel per auto mile. Trip Optimizer Zero-to-Zero is a
relatively new feature that further expands the benefits of the Trip Optimizer
tool, and allows a train to start from zero miles per hour and stop
automatically using intelligent controls. This technology is expected to help us
save an additional 4.9 million gallons of fuel per year. As of early 2024, we
continue to work with the FRA to test and implement this technology. Helping
Customers Meet Their Environmental Goals The environmental advantage of rail
over highway transportation—given that, on average, freight railroads are three
to four times more fuel efficient than trucks and produce up to 75% fewer GHG
emissions—is steadily becoming a significant factor in our customers’ supply
chain decision-making, especially in light of increasing consumer pressures and
anticipated regulatory changes related to emissions and reporting. It is an
ongoing priority at CSX to effectively communicate with our customers about the
efficiency benefits associated with our services and ultimately help our
customers advance their own sustainability goals. For example, in early 2023, we
introduced an enhanced carbon emissions reduction calculator that allows
customers to see how much they are—or can—reduce their GHG emissions by
transporting goods by rail versus truck. Based on customer feedback, the tool
enables carload freight shippers to generate carbon savings analyses based on
their historical shipment data, view year- to-date totals and year-to-year
trends and apply variables that provide additional insight for weighing carbon
emission impacts when making supply chain decisions. Last year, we estimated
that CSX customers avoided emitting 12.9 million tons of carbon dioxide by
shipping with CSX versus truck. Creating Value | Environmental Sustainability
2024 Proxy Statement 8