CSX CORP — Regulatory Filings 2017

May 8, 2017

CORRESP 1 filename1.htm html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2017 Workiva Document

May 8, 2017

VIA EDGAR AND E-MAIL

Ms. Melissa Raminpour

Division of Corporation

Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: CSX Corporation

Form 10-K for the year ended December 30, 2016

Filed February 14, 2017

Form 10-Q for the period ended March 31, 2017

Filed April 20, 2017

File No. 001-08022

Dear Ms. Raminpour:

CSX Corporation ( “ CSX ” or the “ Company ” ) is writing in response to the staff ’ s comment letter dated April 25, 2017 with respect to the above-referenced filing. CSX believes this letter responds fully to the staff ’ s comments. For the convenience of the staff, the comment is set forth below, followed by the Company ’ s response.

Form 10-Q for the period ended March 31, 2017

Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations, page 27

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

CSX Response

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

Ms. Melissa Raminpour

U. S. Securities and Exchange Commission

May 8, 2017

Page 2 of 2

Please do not hesitate to contact me at (904) 359-3596 or Andrew L. Glassman, Vice President & Controller, at (904) 359-1411 if you would like additional information or if the staff has additional comments.

Very truly yours,

/s/ Frank A. Lonegro

Frank A. Lonegro

Executive Vice President & Chief Financial Officer CSX Corporation

cc:

Ellen M. Fitzsimmons

Executive Vice President Law & Public Affairs CSX Corporation

Andrew L. Glassman

Vice President & Controller CSX Corporation