CSX CORP (Form: 8-K, Received: 05/04/2011 09:50:57)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2011

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

1-08022		62-1051971
(Commission File No.)		(I.R.S. Employer
		Identification No.)

500 Water Street, 15 th Floor, Jacksonville, FL 32202

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

__ Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On May, 4, 2011, the Board of Directors (the “Board”) of CSX Corporation (“CSX”) adopted and approved for filing with the Virginia State Corporation Commission an amendment to CSX’s Amended and Restated Articles of Incorporation, as amended (the “Amendment”). The Amendment increases CSX’s authority to issue shares of its common stock, par value $1.00 per share (“Common Stock”), from 600 million shares to 1.8 billion shares. The Amendment will be filed in connection with the three-for-one split of the Common Stock described in Item 7.01 below. The effective time of the Amendment will be 5:00 p.m. on May 31, 2011. A copy of the Amendment as adopted is filed herewith as Exhibit 3.1.

Item 7.01. Regulation FD Disclosure.

On May 4, 2011, the Board also approved a three-for-one split of the Common Stock (the “Stock Split”). Each holder of record of CSX Common Stock at the close of business on May 31, 2011 will receive two additional shares of CSX Common Stock for each share of CSX Common Stock held on that date. The additional shares resulting from the Stock Split will be distributed on June 15, 2011. Stockholders will receive a direct registration (book-entry) statement for the additional shares of CSX Common Stock to be issued in the Stock Split and will not need to exchange existing stock certificates.

Also on May 4, 2011, the Board authorized a $2 billion share buyback program and approved a $0.36 per share quarterly cash dividend on a pre-split basis ($0.12 on a post-split basis), representing a 38% increase. The dividend is payable on June 15, 2011 to shareholders of record at the close of business on May 31, 2011.

A copy of the press release announcing the Stock Split, share buyback program and quarterly cash dividend is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report under Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Exhibits.

(d)	The following exhibits are being filed or furnished herewith:


Exhibit No.		Description
3.1		Articles of Amendment to CSX Corporation’s Amended and Restated Articles of Incorporation, as amended. Filed herewith.

99.1		Press Release dated May 4, 2011 from CSX Corporation. Furnished herewith.*

*	Any internet addresses provided in this exhibit are for informational purposes only and are not intended to be hyperlinks.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ Carolyn T. Sizemore

Vice President and Controller

` (Principal Accounting Officer)

CSX Announces Stock Split,

Dividend Increase, Share Buyback

Jacksonville, Fla. – May 4, 2011 – CSX Corporation (NYSE: CSX) today announced that its Board of Directors has approved a 3-for-1 stock split, a 38 percent increase in the quarterly dividend on its common stock, and a $2 billion share buyback program.

“These actions reflect the success of CSX and its confidence in the future,” said Michael J. Ward, chairman, president and chief executive officer. “They build upon the $2 billion investment CSX is making this year to meet the nation’s future transportation needs and drive long-term shareholder value.”

From the beginning of 2006 to the end of 2010, CSX invested $8.3 billion in its business, raised its dividend 300 percent, and repurchased $5.6 billion worth of shares.

“The financial strength of CSX has allowed the company to use a balanced approach to deploying cash while also improving its credit profile,” said Oscar Munoz, executive vice president and chief financial officer.

The new quarterly dividend of $0.36, or $0.12 on a post-split basis, is payable on June 15, 2011 to shareholders of record at the close of business on May 31, 2011. The stock split will be for all shareholders of record at the close of business on May 31, 2011 with a distribution date of June 15, 2011. The new share buyback program is authorized to begin immediately and is expected to be completed by year-end 2012. Under the program, the company may purchase shares from time to time on the open market, through block trades or otherwise.

Forward-looking Statements

This press release and other statements by the company may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: the amount and timing of capital expenditures, the amount and timing of share repurchases or other financial items, statements of management’s plans, strategies and objectives for future operations, and management’s expectations as to future performance and operations and the time by which objectives will be achieved, and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise any forward-looking statement. If the company updates any forward-looking statement, no inference should be drawn that the company will make additional updates with respect to that statement or any other forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by any forward-looking statements include, among others; (i) the company’s success in implementing its financial and operational initiatives; (ii) unanticipated changes in the availability or deployment of capital; (iii) changes in domestic or international economic, political or business conditions, including those affecting the transportation industry (such as the impact of industry competition, conditions, performance and consolidation); (iv) legislative or regulatory changes; (v) the inherent business risks associated with safety and security; (vi) the outcome of claims and litigation involving or affecting the company; (vii) natural events such as severe weather conditions or pandemic health crises; and (viii) the inherent uncertainty associated with projecting economic, market or business conditions.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the company’s SEC reports, accessible on the SEC’s website at www.sec.gov and the company’s website at www.csx.com .

ARTICLES OF AMENDMENT TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

The undersigned, desiring to amend its Amended and Restated Articles of Incorporation under the provisions of Section 13.1-710 of Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended, sets forth the following:

1.	Name . The name of the corporation is CSX Corporation.

2.	The Amendment . Section 3.1 of Article III of the Amended and Restated Articles of Incorporation is struck out and the following is substituted therefor:

3.1 Number and Designation . The Corporation shall have authority to issue one billion eight hundred million (1,800,000,000) shares of Common Stock, par value $1.00 per share, and twenty-five million (25,000,000) shares of Serial Preferred Stock, without par value.

3.	Stock Split . At the Effective Time (as defined below), each issued and each unissued authorized share of Common Stock existing immediately prior to the Effective Time shall be automatically changed into three shares of Common Stock. The Corporation has only shares of Common Stock outstanding.

Directors Action . The foregoing amendment was adopted on May 4, 2011, by the Board of Directors of the Corporation acting pursuant to § 13.1-706(3) of the Code of Virginia without shareholder action. Shareholder approval of the amendment was not required as the Corporation has no shares of Preferred Stock issued and outstanding.

5.	Effective Time . These Articles of Amendment shall be effective as of 5:00 p.m. on May 31, 2011 (the “Effective Time”).

Ellen M. Fitzsimmons

Senior Vice President-Law and Public Affairs, General Counsel and Corporate Secretary