S-8 POS

As filed with the Securities and Exchange Commission on December 17, 2013

Registration No. 333-43382

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CSX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Commonwealth of Virginia	62-1051971
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
500 Water Street, 15th Floor, Jacksonville, Florida	32202
(Address of Principal Executive Offices)	(Zip Code)

CSX Omnibus Incentive Plan

(Full Title of the Plan)

Ellen M. Fitzsimmons, Esq.

Executive Vice President – Law and Public Affairs,

General Counsel and Corporate Secretary

CSX Corporation

500 Water Street, 15^th Floor

Jacksonville, Florida 32202

(Name and Address of Agent for Service)

904-359-3200

(Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Richard D. Truesdell, Jr., Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

TABLE OF CONTENTS

	PAGE
Deregistration of Securities		1
Signatures		2
Index of Exhibits		4
Ex. 24.1

i

DEREGISTRATION OF SECURITIES

Pursuant to a Registration Statement on Form S-8, Registration No. 333-43382 (the “Registration Statement”), under the Securities Act of 1933, as amended, CSX Corporation (the “Corporation”) registered shares of the Corporation’s common stock, par value $1.00 per share (the “Common Stock”) (including the related rights (the “Rights” and, together with the Common Stock, the “Securities”) to purchase the Corporation’s Series B Junior Participating Preferred Stock, no par value) issuable to eligible employees of the Corporation under the CSX Omnibus Incentive Plan (the “Plan”).

The Plan has terminated. Accordingly, all of the Securities registered for sale under the Plan that remain unsold are hereby deregistered pursuant to the Corporation’s undertakings in the Registration Statement identified above.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on December 17, 2013.

	CSX CORPORATION
Date: December 17, 2013	By:	/s/ Ellen M. Fitzsimmons
		Name: Ellen M. Fitzsimmons
		Title: Executive Vice President – Law & Public Affairs,           General Counsel and Corporate Secretary
		(Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on December 17, 2013.

Signature	Title
* Michael J. Ward	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
* Fredrik J. Eliasson	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Carolyn T. Sizemore	Vice President and Controller (Principal Accounting Officer)
* Donna M. Alvarado	Director
* John B. Breaux	Director
* Pamela L. Carter	Director
* Steven T. Halverson	Director
* Edward J. Kelly, III	Director
* Gilbert H. Lamphere	Director
* John D. McPherson	Director
* Timothy T. O’Toole	Director

2

* David M. Ratcliffe	Director
* Donald J. Shepard	Director
* J.C. Watts, Jr.	Director
* J. Steven Whisler	Director

*By:	/s/ Ellen M. Fitzsimmons
	Attorney-in-fact

3

INDEX OF EXHIBITS

24.1 Powers of Attorney (filed herewith)

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers (each, a “Signatory”) of CSX Corporation, a corporation organized under Virginia law (the “Company”), hereby constitutes and appoints Ellen M. Fitzsimmons, Nathan D. Goldman and Mark D. Austin (each, an “Agent”, and collectively, “Agents”) or any of them, his or her true and lawful attorney-in-fact and agent for and in his or her name, place and stead, in any and all capacities, to sign any registration statement under the Securities Act of 1933, as amended, and any amendment to a previously filed registration statement, in each case relating to shares of the Corporation’s Common Stock that may be issued or sold pursuant to the Corporation’s stock plans identified on Annex A, and all amendments or supplements (including any post-effective amendments) thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto, relating to any such registration statement or amendment, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. Each Signatory further grants to the Agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, in the judgment of such Agent, to be done in connection with any such signing and filing, as full to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said Agents, or any of them, may lawfully do or cause to be done by virtue hereof.

[The remainder of this page is left intentionally blank.]

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This Power of Attorney may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which constitute but one and the same.

/s/ Fredrik J. Eliasson
Fredrik J. Eliasson Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 12, 2013
/s/ Donna M. Alvarado
Donna M. Alvarado Director	December 11, 2013
/s/ Pamela L. Carter
Pamela L. Carter Director	December 11, 2013
/s/ J.C. Watts, Jr.
J.C. Watts, Jr. Director	December 11, 2013
/s/ J. Steven Whisler
J. Steven Whisler Director	December 11, 2013
/s/ Michael J. Ward
Michael J. Ward Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)	July 15, 2009
/s/ Carolyn T. Sizemore
Carolyn T. Sizemore Vice President and Controller (Principal Accounting Officer)	July 15, 2009
/s/ John B. Breaux
John B. Breaux Director	July 15, 2009
/s/ Steven T. Halverson
Steven T. Halverson Director	July 15, 2009

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/s/ Edward J. Kelly, III
Edward J. Kelly, III Director	July 15, 2009
/s/ Gilbert H. Lamphere
Gilbert Lamphere Director	July 15, 2009
/s/ John D. McPherson
John D. McPherson Director	July 15, 2009
/s/ Timothy O’Toole
Timothy O’Toole Director	July 15, 2009
/s/ David M. Ratcliffe
David M. Ratcliffe Director	July 15, 2009
/s/ Donald J. Shepard
Donald J. Shepard Director	July 15, 2009

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ANNEX A

LIST OF PLANS SUBJECT TO POWER OF ATTORNEY

American Commercial Lines, Inc. Thrift Plan

CSX Corporation Capital Builder Plan

CSX Direct Invest

CSX Omnibus Incentive Plan

Deferred Compensation Program for Executives of CSX Corporation and Affiliated Companies

Employee Stock Ownership Plan

Greenbrier Savings Plan

Savings Plan for Inland Tugs et al.

Stock Plan for Directors

Tax Savings Thrift Plan for Employees of CSX Corporation and Affiliated Companies (CSXtra)

Texas Gas Thrift Plan

1980 Stock Option Plan

1981 Incentive Stock Option Plan

1987 Long-term Performance Stock Plan

1990 Stock Award Plan

1991 Stock Purchase and Loan Plan

1996 Stock Purchase and Loan Plan

2000 Stock Reacquisition Plan

2001 Employee Stock Purchase Plan

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