Corporate Governance – Code of Ethics

Download Corporate Governance DocumentationCode of Ethics

The Right Way: How You Get There Matters
CSX Code of Ethics

A Message from Our Chairman, President and Chief Executive Officer

Dear CSX Colleague,

An ethical company is a successful company – we’ve been proving that for more than 180 years. At CSX, we consistently stay true to our vision, our purpose and our core values, and we trust that doing business with integrity will lead us through the next 180 years and beyond.

Our Code of Ethics is an important tool in this respect. It lays out the standards we must follow and helps us put policy into practice on the job every day. It’s a practical guide we can rely on to uphold our commitment to the highest ethical standards.

I ask each of you to read and understand our Code and to comply with the specific policies and practices that apply to your job. I also trust you to speak up anytime you see or suspect a violation of the law or our Code, secure in the knowledge that you did the right thing in coming forward. As a company, we strictly prohibit retaliation against anyone who makes a good faith report about a known or suspected violation of our Code. There are people and resources ready to assist you if you have questions or concerns.

Never lose sight of the fact that your daily behavior shapes CSX’s reputation and value as an employer, a valued member of the community and a responsible corporate citizen. We are committed to always doing the right thing. What you do and how you do it are critical to our success.

Michael J. Ward

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Our Vision:

To be the safest, most progressive North American railroad, relentless in the pursuit of customer and employee excellence.

Our Purpose:

To capitalize on the efficiency of rail transportation to serve America.

Our Core Values:

  • It Starts with the Customer
    • Reliable service is our key to growth.
    • Grow by understanding and meeting needs.
    • Become easier to do business with.
    • Own their problems – win their business.
  • People Make the Difference
    • Every employee engaged and adding value.
    • Emphasis on professional and personal growth.
    • Expect a lot – have fun – celebrate success.
    • Treat each other with respect and dignity.
  • Safety is a Way of Life
    • Live safely for your family.
    • Take time to be safe.
    • Look out for each other.
    • Safety affects customers.
  • Fact-Based
    • Use customer-based performance measures.
    • Fix the problem, not its symptoms.
    • Improve performance with facts.
    • Validate – don’t speculate.
  • Right Results, Right Way
    • Reward our shareholders.
    • Be a positive influence on communities and the environment.
    • How you get there matters.
    • Avoid fault-fixing.

Want to learn more? Visit the Employee Gateway or www.csx.com.

Contents

A Message from Michael J. Ward

Our Vision, Purpose and Core Values

We Follow Our Code

We Treat Others with Respect

We Protect the Interests of CSX

We Do Business Honestly and Ethically

We Comply with the Law

We are Good Neighbors

Important Contacts

We Follow Our Code

Our Code reflects our core values and our dedication to integrity in everything we do.

Why We Have a Code

Our Code of Ethics ("Code") is designed to build on our legacy and give you the tools and the resources you need to preserve CSX's ethical culture, regardless of your job or location. It's your resource for information about our company's policies and expectations. While the Code cannot provide the answer to every ethical question that may arise in your day-to-day work, it can help you determine the appropriate next steps and guide you to someone who can help. Our Internal Audit & Compliance department oversees both our Code and our Ethics and Compliance Program. Their team helps ensure that our company is meeting our legal and regulatory obligations and that our employees are complying with company policies and procedures.

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Who Must Follow Our Code
Everyone at all levels of our company has a responsibility to know and follow our Code, including:

  • All employees and officers of CSX and its wholly-owned subsidiaries, including CSX Transportation, Inc.; CSX Intermodal Terminals, Inc.; CSX Technology, Inc.; CSX Real Property, Inc.; Transflo; Terminal Services, Inc.; and Total Distribution Services, Inc.
  • All members of the CSX Board of Directors
  • Third parties conducting business with - or on behalf of - CSX

If you are a supervisor, you have a special responsibility to lead by example and to make sure your employees read and understand the Code. For more information about the critical role you play in supporting the Code, see the Supervisor's Guide titled Ethical Leadership on the Employee Gateway.

Waivers of our Code for CSX Board members or executive officers must be approved by the Board or a Committee of the Board and promptly disclosed to shareholders.

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Using Good Judgment, Making Good Decisions
We count on you to comply with our Code and all applicable laws and policies governing the work you do for CSX. You also have a responsibility to:

  • Seek help if you’re ever unsure of the right course of action.
  • Remember that no one, at any level of the company, has the authority to tell you to do something illegal or unethical.
  • Raise concerns about any violations of our Code that you see or suspect.
  • Never retaliate against anyone who makes a good faith report of suspected misconduct.
  • Cooperate fully and honestly in any internal investigations of misconduct.

A bad decision can result in serious harm to employees or our company. Violations of our Code or company policies may result in disciplinary action up to and including termination of employment. A decision tree can be a useful tool anytime you're facing a difficult situation.

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Speaking Up
If you have questions about the Code or concerns about possible violations of other company policies, there are resources to help you. Start by talking with your supervisor or your Human Resources Business Partner. You can also check the Internal Audit & Compliance site on the Employee Gateway for a list of frequently asked questions. If you can't find the answer to your question or feel uncomfortable speaking with someone directly, you can contact the CSX Ethics Helpline. You are obligated to promptly raise concerns and report suspected violations of laws and regulations, company policies or the Code to your supervisor or the CSX Ethics Helpline.

Q&A
I suspect – but am not sure – that someone has violated our Code. Should I wait until I’m sure before saying something?

No, we all have an obligation to bring concerns to light early, so that they can be immediately investigated and resolved. CSX strictly prohibits retaliation for reporting issues in good faith.

The CSX Ethics Helpline Offers an Anonymous Option

The CSX Ethics Helpline is operated by an independent reporting service, and you can communicate your concerns via phone or website anytime, day or night, without fear of retaliation. When you contact the CSX Ethics Helpline, you are given the option to remain anonymous. A professional interview specialist or customized Web form then documents your concern in detail. This reporting service does not trace phone calls or use caller identification. Reports from your computer come through a secure Internet portal which does not trace screen names.

CSX Ethics Helpline
800-737-1663
www.csx.com (About CSX/Contact Us)

24 hours a day, 7 days a week

The information you share is provided to the Internal Audit & Compliance department for appropriate follow-up. Reports of financial or accounting misconduct are also reported to the Audit Committee of the Board of Directors. Regardless of whether you contact the CSX Ethics Helpline via phone or website, you will be given a unique report number that will allow you to check on the status of your report or provide additional information.

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No Retaliation
Retaliation for speaking up is not tolerated at CSX. You not only have the right but the responsibility to speak up about misconduct. Sometimes, it may seem easier to say nothing or look the other way if you see or suspect a violation of laws and regulations, company policies or our Code, but doing nothing is in fact an action that can have serious consequences. Do your part to raise concerns promptly so they can be addressed. Be assured that the information you provide will be handled confidentially and shared only with those who need the information to investigate and resolve the issue.

We want you to feel free to ask questions and raise issues, secure in the knowledge that you did the right thing in coming forward. As a company, we strictly prohibit retaliation against anyone who makes a good faith report about a known or suspected violation of our Code. Reporting "in good faith" means that you are sincere in your attempt to provide honest and accurate information, even if you are later found to be mistaken.

You’re on the Right Track if You:

  • Read and comply with our Code.
  • Use good judgment in your decision-making.
  • Ask questions if you’re ever unsure of the right course of action.
  • Speak up if you see or suspect a violation of laws and regulations, company policies or our Code.

We Treat Others with Respect

We believe that every individual is unique and deserving of equal opportunity, inclusion and respect.

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A Diverse Workplace

Our Principles

At CSX, our workforce is comprised of individuals with different abilities, backgrounds and experiences. We strive to provide a work environment where everyone is treated fairly and encouraged to share information, work as a team and feel a sense of pride in working at CSX.

We believe every person should have the opportunity to contribute fully to our company. We offer employment, training, compensation and advancement based on qualifications, merit and business needs, regardless of race, color, religion, sex (including pregnancy, childbirth or related medical conditions), age, national origin, physical or mental disability, veteran status, sexual orientation, gender identity, genetic information or any other basis protected by applicable federal, state or local law. We are also pledged to equal employment opportunity and affirmative action programs that provide employment and promotional opportunities for minorities, women, individuals with disabilities and veterans.

Your Responsibilities

We are committed to fostering a culture where people, regardless of their differences, feel respected, safe and valued. You can help us reach our goals by making your own commitment to diversity and inclusion. In your daily actions, treat everyone with respect and follow these guidelines:

  • Value the contributions of others as CSX does, and listen to their points of view.
  • Maintain fairness in all of your relationships.
  • Never discriminate against anyone – neither fellow employees, customers, suppliers nor any other stakeholders.
  • Report any acts of discrimination that you see, and do not retaliate against anyone who reports a concern.

When you work within these standards, you not only help us comply with all employment and labor laws affecting our workforce, you help make CSX a great place for everyone to work.

References:

  • Equal Employment Opportunity Policies
  • Equal Opportunity for Persons with Disabilities Policies
  • Vietnam-Era Veterans, Disabled Veterans and the Disabled Policies

Stay on Track
Be fair in your relationships with coworkers, customers, suppliers – everyone! That’s how you would want to be treated.

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Anti-Harassment, Anti-Discrimination

Our Principles

Teamwork is the foundation of our business. We understand that no team can be successful when harassment and discrimination are present. You deserve the freedom to do your job in a professional, respectful environment, free from any activity that creates intimidating, hostile or offensive working conditions.

We do not tolerate any form of harassment - verbal, physical or visual - by employees, customers, suppliers or others because of a person's race, color, religion, sex (including pregnancy, childbirth or related medical conditions), age, national origin, physical or mental disability, veteran status, sexual orientation, gender identity, genetic information or any other basis protected by applicable federal, state or local law.

Your Responsibilities

Harassment affects everyone. It is personally offensive, lowers morale and interferes with employees' ability to work cooperatively. We need your help to keep this conduct out of our workplace. Treat everyone you encounter with dignity and respect. That includes your coworkers, customers, suppliers and any other CSX stakeholders.

Know that harassing and discriminatory conduct will not be tolerated at CSX, and you are expected to report it. This includes any actions, language, written materials or objects that are used in a harassing or intimidating way. Learn to recognize this activity and what is prohibited: threats; unwanted sexual advances, invitations or comments; visual displays such as derogatory, racial, or sexually-oriented pictures or gestures; and physical conduct, including assault, unwanted touching or demands to submit to sexual requests as a condition of employment.

Be aware of your own behavior, particularly how you treat others. Never single out anyone for negative treatment based on their race, color, religion, sex (including pregnancy, childbirth or related medical conditions), age, national origin, physical or mental disability, veteran status, sexual orientation, gender identity, genetic information or any other status protected by law.

Reference:

Policy Statements on Harassment

Q&A
A supervisor has been making me uncomfortable by staring at me and commenting on my appearance. I fear I’ll lose my job if I ask him to stop. Should I just ignore it?

No. CSX prohibits retaliation for making a complaint in good faith. You should report your concern to your Human Resources Business Partner or the CSX Ethics Helpline.

Q&A
A third-party supplier working on our property has been making insulting gender-related remarks to a coworker. What should I do?

You should immediately report the issue to your Human Resources Business Partner or the CSX Ethics Helpline so the issue can be investigated and appropriate action taken. CSX does not tolerate any form of harassment by employees, customers, suppliers or others.

Stay on Track
If you observe or experience harassment, you should report it without fear of retaliation.

Did You Know?
Any employee who has a complaint of workplace harassment against a supervisor, coworker, visitor or other person or believes he or she has been treated in an unlawful, discriminatory manner, is expected to bring the problem to the company’s attention.

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A Safe, Healthy and Secure Workplace

Our Principles

We are committed to providing transportation services in a manner that ensures the safety of our employees, our customers and the communities we serve. Safety is a way of life at CSX and that includes providing a safe and secure work environment.

Your Responsibilities

Each of us is responsible for our own safety and the safety of others. That means staying alert at all times to potential safety risks. It also involves knowing your job's safety requirements and following all safety and operating rules. You can make our workplace safer by:

  • Observing safety rules and procedures when operating machinery and equipment
  • Obeying posted warning signs and restrictions
  • Wearing CSX-approved personal protective equipment whenever it’s required
  • Communicating our safety and health requirements to anyone coming onto CSX property, including visitors, customers, workers and contractors
  • Immediately reporting workplace accidents, injuries, illnesses and unsafe conditions to your supervisor to ensure prompt medical attention is provided, if necessary, to help us prevent future incidents and to ensure timely regulatory reporting if required
  • Reporting non-work-related injuries and illnesses that may affect the safe performance of your job prior to performing any work

Security Awareness

You are our first line of defense in protecting our railroad's security. Report suspicious or unusual activity to the CSX Public Safety Coordination Center immediately at 800-232-0144.

Never put yourself at risk by confronting strangers. Just follow the Three “R”s:

  • Recognize: Learn to spot variations from the routine, such as trespassers or unusual vehicles.
  • Record: Create a detailed record of your observations.
  • Report: Report observations of suspicious persons, activities or items promptly by notifying your supervisor or calling the CSX Public Safety Coordination Center.

Workplace Violence

A safe and secure work environment must also be free from violence. Any intimidation, acts or threats of violence will not be tolerated against company employees or non-CSX individuals while doing business with CSX, on CSX property or in CSX-sponsored lodging.

If you are aware of an emergency situation involving an act of workplace violence related to a CSX employee or CSX business partner or if an act of workplace violence appears to be imminent, immediately call 911 and cooperate fully with law enforcement and medical personnel. Call the CSX Public Safety Coordination Center at 800-232-0144 as soon as it is safe to do so.

Non-emergency situations, such as suspected threats or acts of violence, should immediately be reported to the CSX Public Safety Coordination Center.

Any noticeable changes in behavior, drug or alcohol abuse, personality conflicts that persist or other situations that may indicate a potential for workplace violence exists should be reported to your supervisor, your Human Resources Business Partner, or the CSX Ethics Helpline at 800-737-1663.

Drug and Alcohol Use

Abusing drugs and alcohol jeopardizes everyone's safety and impairs work performance. Never possess, use, or be under the influence of illegal drugs, alcoholic beverages or other intoxicants at work. Refer to the specific rules and restrictions for your particular CSX company for further guidance.

References:

  • CSXT’s Safe Way Rules
  • CSXT’s Operating Rules
  • Drug-Free Workplace Policies
  • CSXT Policy for Personal Injury/Occupational Illness Reporting
  • CSXT’s Operation RedBlock Program
  • Violence in the Workplace Policies
  • Policy Statements on Harassment

Q&A
A coworker has suggested taking shortcuts to make a process go faster, but doing things that way might cause a safety hazard. What should I do?

Sacrificing safety for speed is never a good idea – someone could get seriously hurt. Report this matter to your supervisor or the CSX Ethics Helpline.

Q&A
I slipped on a wet floor while walking to my office. I bruised my knee, but otherwise I’m fine. Do I need to report this?

Yes, you have a responsibility to immediately report any unsafe workplace conditions, accidents, injuries and illnesses to your supervisor. Timely reporting helps ensure prompt medical attention is provided if necessary, assists us in preventing future incidents and ensures we comply with regulatory reporting if required.

Q&A
I heard a coworker make a threatening statement that he would “make his boss pay” if he writes him up again. Should I report this?

Yes. You should immediately notify your supervisor, your Human Resources Business Partner, or the CSX Ethics Helpline. You can also contact the CSX Public Safety Coordination Center to report this concern. If it appears that an act of violence is imminent or occurring, immediately call 911.

Q&A
Does CSX have rules and policies prohibiting threats or acts of workplace violence?

Yes. CSX has numerous rules and policies specifically designed to prevent workplace violence. Employees are prohibited from engaging in threats or acts of workplace violence. Such behavior could lead to disciplinary action up to and including dismissal.

Stay on Track
If you notice an unsafe work condition or that a coworker is under the influence of drugs or alcohol, don’t ignore it. Report it right away – for everyone’s safety.

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Protecting Privacy

Our Principles

When you come to work for CSX, you give us certain identifiable personal data, but you do not give up your privacy. We understand the importance of safeguarding the privacy, confidentiality and security of your personally identifiable information and other private data. We comply with all applicable privacy and data protection laws that protect this information.

We only use employee records for legitimate business needs as approved by senior management. Consistent with laws, the company limits access to these records to company personnel and other parties who are authorized to view them and have a business need for the information.

Your Responsibilities

Sometimes, our employees do need to access the personal information of other employees as a part of doing business. If your job involves using this personal information, such as payroll or medical records, you have a responsibility to properly secure it and treat it confidentially.

Whether or not your job involves accessing private information, if you ever come across this data in your job, never share it with anyone inside or outside of our company without the employee's permission. Each of our employees deserves this level of consideration and respect, so remember to guard all personal information as carefully as you would want yours guarded.

References:

  • Privacy Policy for Employee Personal Information
  • Guidelines for Protecting Confidential Employee Information
  • Information Management Policy
  • HIPAA Notice of Privacy Practices

We Protect the Interests of CSX

We believe in earning our shareholders’ trust by demonstrating ethics and integrity in every decision we make.

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Avoiding Conflicts of Interest

Our Principles

As in most relationships, loyalty is a valuable trait, and we expect it from our employees. It's up to each of us to remain loyal to our company and always act in its best interests. A conflict of interest can arise when you take actions or hold interests that may make it difficult to perform your work objectively and effectively. They also occur when you or a friend or family member receives improper personal benefits as a result of your position.

Your Responsibilities

Spotting a conflict of interest is not always easy, but you must be able to recognize and avoid this type of situation. Remember to:

  • Disclose any of your relationships, associations or activities that could create the appearance of a conflict of interest, like having a family member who works for CSX or one of our suppliers.
  • Strengthen business relationships by making customers, suppliers and consultants aware of our Code and how it applies to their interactions with CSX.

Outside Activities and Financial Interests

Be sure that your outside employment, business ventures or financial activities do not take away from your duty to CSX. Follow these guidelines:

  • Do not hold a financial interest in or accept employment from an entity doing business with CSX if it would conflict with the performance of your duties. This applies to family members as well.
  • Do not take any business action related to CSX for personal benefit, or for the benefit of a family member or friend, without approval from your department head.
  • Do not use company equipment or resources to support personal ventures.
  • Do not enter into any outside employment that competes with CSX, violates our confidentiality, is illegal or would reflect badly on our company.
  • Do not accept discounts from customers or suppliers that are not available to all employees.
  • Do not accept a paid or unpaid leadership role with any publicly traded organization without obtaining prior written approval.

Corporate Opportunities

You also have a duty not to take unfair advantage of company business opportunities. Remember:

  • Do not take opportunities for yourself that you discover through the use of corporate property, information or position.
  • Do not use corporate property, information or position for personal gain.
  • Do not compete with the company.

Family and Friends

We want to ensure that the most qualified candidates are recruited, selected, hired and retained by the company. Do not try to improperly influence the company's recruiting or hiring to benefit your family members or friends.

Directorships

You may not serve as a director, trustee or officer, or in a similar paid or unpaid governance position, for any publicly traded corporation or large, privately held commercial entity without prior written approval. You do not need approval to serve in governance positions for non-profit, community, charitable, political or social organizations, provided your service does not conflict with CSX interests or reflect negatively on CSX. To avoid actual or perceived conflicts of interest, you should not participate in any decisions relating to whether CSX should provide financial or other support to organizations with which you are affiliated.

References:

  • Purchasing & Materials Policies
  • Nepotism Policies
  • Information Users Policy

How do I spot a possible conflict of interest?

Ask yourself:

  • Could my interests interfere with CSX’s interests?
  • Will I, a family member or friend receive improper personal benefits because of my position in the company?
  • Would this activity appear to be a conflict to someone else, either inside or outside of the company?

If you answer yes to any of these questions, you may have a real or potential conflict.

Q&A
One of my direct reports is the part owner of a construction company, but he is not involved in the day-to-day operations of the business. Is it okay to use this company to do some home repairs?

No. Supervisors should not engage in any financial transactions with their subordinates since this can create the appearance of a conflict, regardless of your intentions.

Q&A
My wife owns a paving company and wants to bid on a project at CSX. Is this allowable?

To avoid a potential conflict of interest, do not get involved with the bidding, selection or invoice approval process. Your wife should follow the Purchasing & Materials department's guidelines regarding becoming a supplier.

Q&A
A supervisor has begun purchasing supplies from a company that is owned and operated by his stepdaughter, since she is the only supplier in the area. Is this allowable?

In general, the purchase of materials and services from family members should be avoided due to the perception of a conflict of interest. Report the issue to your supervisor or the CSX Ethics Helpline if you suspect a potential conflict of interest.

Q&A
Is it against company policy for me to perform work for my previous employer?

It depends on the situation. You should obtain approval from your supervisor before performing work for your previous employer to ensure there are no perceived conflicts of interest and the consulting does not violate any company policies such as the Information Users Policy.

Stay on Track
If you have an outside relationship with a company that competes with or does business with CSX, it might be a conflict of interest. Seek guidance from your supervisor or contact the Internal Audit & Compliance department.

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Gifts and Entertainment

Our Principles

Gift-giving and entertainment have become a traditional part of doing business. When done properly, it builds goodwill and trust between CSX and our business partners. However, this practice can sometimes go too far, creating conflicts of interest or the appearance that business decisions are made based on gifts and entertainment, rather than on objective criteria.

Whether receiving or giving a gift or entertainment, our position is clear. You must not provide or accept any gift, favor, business courtesy or entertainment that may create a feeling of obligation, compromise your judgment or appear to influence the recipient.

Your Responsibilities

You must understand the difference between an acceptable gift or entertainment and something improper.

Gifts are anything of value, including tickets to cultural and sporting events, merchandise, services, discounts, loans, stocks, compensation, gift certificates or the use of another company's plane or accommodations. Entertainment includes business courtesies such as meals, refreshments, and cultural and sporting events that employees attend with a supplier or customer.

Business meals and entertainment must be customary, unsolicited, infrequent, in good taste, of reasonable value and provided for legitimate business reasons. If the person providing the meal or entertainment is not present, it's considered a gift and should be of nominal value.

Gifts

You may accept nominal gifts (with a market value of up to $150 per year, per entity providing the gifts), but all gifts received from third parties (including suppliers, customers and consultants) that are more than nominal value should be reported to your supervisor. Gifts given to customers and suppliers should be pre-approved by your supervisor.

Examples of Acceptable Gifts (Gifts that don’t exceed the annual gift limit)

  • Tickets to cultural and sporting events
  • Promotional items, such as pens, calendars and coffee mugs

What to Do

If you are offered a gift that exceeds the limits set forth in this Code, politely return the gift with an explanation that company policy does not permit you to accept such gifts. If returning the gift is not practical, you may donate the gift to charity or share it with others in your department.

Entertainment

You must not solicit business courtesies, but you may accept unsolicited meals, refreshments and tickets to cultural and sporting events that you attend with actual or prospective suppliers or customers as long as:

  • Attendance at these events is occasional.
  • Acceptance will foster goodwill and successful business relations.
  • The entertainment is not lavish under the circumstances.
  • The entertainment is not part of an actual or perceived pattern of frequently accepting courtesies from the same entities or persons.
  • You are comfortable discussing the entertainment with your supervisor or coworkers, or disclosing the entertainment to the public, if required.

If the person who gives the ticket does not attend the event with the recipient, the event tickets are considered a gift and subject to the provisions for exchanging gifts.

Unacceptable Gift and Entertainment Practices:

  • Giving or accepting any gift or entertainment that is illegal.
  • Giving or accepting any gift of cash or a cash equivalent, such as a loan, stock, stock option or gift certificates.
  • Offering or participating in any entertainment that is unsavory, sexually oriented or otherwise violates company policies.
  • Participating in any activity that you know would cause the person giving or receiving the gift or entertainment to violate his or her own employer’s standards.
  • Giving or accepting any gift or entertainment that could reflect negatively on our reputation or your reputation.
  • Accepting gifts from suppliers that are, or will be, in negotiations with CSX; special restrictions apply to these suppliers, so refrain from accepting gifts or entertainment from suppliers on the Supplier Sensitivity List without first contacting the appropriate Purchasing & Materials representative for guidance.
  • Special rules also apply when dealing with federal, state and local government officials. Contact the Law department if you have any questions.

When You Are in Doubt

For gifts or entertainment not covered above, obtain prior written approval from your supervisor, according to the established procedures of your business unit.

When you are dealing with a government entity, gift-giving rules become even more complex. Always follow applicable laws and CSX policies. For instance, never use CSX funds to give anything of value to any government official, including members of Congress or state officials. If you are traveling to another country and dealing with a foreign government, be sure to follow that country's requirements along with the Foreign Corrupt Practices Act.

Q&A
Can I accept tickets to a sporting event from a supplier who said he can’t use them? They’re valued at about $200.

No. Gifts from suppliers that exceed the annual limit are not permitted.

Q&A
I receive regular lunch and dinner invitations from a supplier. Is it okay to accept these invitations?

The meals should be infrequent, have a CSX business purpose and should not be lavish. You should also abide by CSX policies for accepting any gifts or entertainment from suppliers that CSX is currently negotiating with as documented in the Supplier Sensitivity List, which is published quarterly by the Purchasing & Materials department.

Q&A
I received a $50 gift certificate to a local restaurant from a customer for helping them resolve an issue? I can accept it since it’s under the $150 threshold, right?

No. Employees are prohibited from giving or accepting cash or cash equivalents from a customer or supplier, including gift certificates, regardless of the dollar amount.

Q&A
I have been invited by a supplier to participate in a golf charity event. The supplier has offered to pay for my registration to the event, the golf fees and my lunch. Prizes will also be provided by the supplier for winners of the tournament. Am I allowed to accept this offer?

Yes, as long as the supplier is in attendance and we are not currently negotiating with this supplier.

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Safeguarding Confidential Information

Our Principles

One of our most valuable assets is information. Our records and information are company assets that are essential to sound business operations. This information is not available to the public, and it includes business information that we have developed as well as customer, supplier and other business partner information, which they have entrusted to us. This information must be kept safe and secure.

Your Responsibilities

Keep in mind that CSX's confidential information belongs to CSX, even if it is something that you developed. You may not use this kind of information for personal gain. Even if you leave CSX, you have a responsibility to maintain that confidentiality and protect our information. Confidential information is meant only to be shared with employees, officers and directors within CSX who need the information in order to do their jobs.

CSX’s Information Management Program

This program is available to help you manage records and information efficiently and according to company policy. It helps us ensure that records are created, managed and disposed of according to legal recordkeeping requirements and business needs. It includes a records retention schedule that governs specific periods of time that you must maintain information relevant to our operations for legal or regulatory reasons.

  • To ensure that valuable business information is well organized and available when needed, properly label and index all company information.
  • Handle confidential and proprietary information according to procedures in the Information Management Policy.
  • Records may be placed on a legal hold due to requests from government agencies or other third parties. The company also has obligations to preserve certain records when it is involved in litigation. If you receive a legal hold notice, do not destroy these records until the legal hold is released. Legal hold procedures are located on the Employee Gateway.

Business Information

CSX regularly produces valuable, nonpublic ideas, strategies and other kinds of business information. We own this proprietary information just as we do other kinds of property. Our employees often come into contact with proprietary information, and it's something each of us has an obligation to protect.

Some examples of proprietary information:

  • Sales, marketing and other corporate databases
  • Marketing strategies and plans
  • Personnel records
  • Research and technical data
  • Bids and proposals
  • New product or service developments
  • Trade secrets such as inventions or processes

In addition to protecting the company's own proprietary information, we respect others' proprietary information. This includes written materials, software, music and other intellectual property. Theft and unauthorized use of trade secrets, confidential or proprietary information or other intellectual property may result in significant fines and criminal penalties for both CSX and the responsible individual.

We also respect the personal data of customers and other business partners. We follow data protection laws, which may apply to personal information we obtain when conducting CSX business. Keep any information confidential that the company, our customers or suppliers entrust to you, unless disclosure is otherwise authorized or legally mandated. Also, do not share this information with anyone outside of CSX without written permission.

References:

  • Information Management Policy
  • Information Users Policy
  • Data Classification and Handling Policy

Q&A
I overheard a conversation about a new deal that CSX is about to announce. Is it okay to let my brother know about it?

No. Sharing any CSX confidential information is strictly prohibited.

Did You Know?
Protecting confidential information means taking reasonable physical and electronic precautions to protect it. Never put that information at risk by storing it or accessing it on personal devices such as personal phones, laptops or other computing devices.

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Responsible Use of Company Assets

Our Principles

When you joined CSX, you became a steward of our resources, and we must all use these resources responsibly. Theft, carelessness, misuse and waste of company property have a direct impact on profitability. This includes things like our name, funds, credit cards, computers, phones, equipment, vehicles, information, software, technology and processes. Even your time is considered an asset when you're at work. All of these assets are meant for CSX use, and not for personal use or gain.

Your Responsibilities

All of us are responsible for using good judgment to safeguard the company's assets from misuse or waste. We expect you to respect company property and use company assets, including computers and related information technology and company-owned vehicles, according to company policies.

Computer Resources

E-mail, the Internet and the Employee Gateway are powerful communication tools and valuable business assets. You can help us ensure that these systems are used to promote the company's business objectives and reflect positively on the company. Improper use of e-mail, the Internet and the Employee Gateway can waste time and resources, as well as create legal liabilities and embarrassment for our employees and the company. Always use computer resources responsibly and primarily for CSX business purposes - any personal use should be reasonable and kept to a minimum.

Our Information Users Policy provides guidelines regarding e-mail, the Internet, the Employee Gateway and the export of software and other information using CSX computer resources. When using e-mail to transmit information that may contain company trade secrets, business plans or any other confidential or proprietary information, exercise caution by transmitting it via a secure method. Contact the Law department with questions. In general, you may not send e-mail messages or otherwise use CSX e-mail, the Internet or the Employee Gateway in connection with:

  • Illegal, fraudulent or malicious activities
  • Distribution of copyrighted or licensed material without the owner’s permission
    (licensed material can include software, database files, MP3 files or other files in the form of text, graphics, audio, video or other data)
  • Unauthorized distribution of confidential or proprietary information
  • Electronic communications that might be considered offensive, derogatory, harassing, obscene or otherwise vulgar, including transmission or forwarding of racially or sexually offensive or harassing communications in any form, including text, graphics, audio, video or other files
  • Access to inappropriate Internet sites
  • Chain letters and unauthorized solicitations or offers to buy or sell goods or services

Keep in mind, we may monitor employee use of these systems, including reviewing documents, files, e-mails and attachments. The company will take appropriate disciplinary action if electronic communications contain content that is unlawful, inappropriate or inconsistent with CSX policies.

Reference:

Information Users Policy

Q&A
Can I borrow company tools and equipment to work on a project at home over the weekend as long as I return them on Monday?

No. You should not remove company tools, equipment, inventory or scrap from CSX property for personal purposes.

Q&A
My supervisor has determined that my personal side business does not pose a conflict of interest with my CSX work. Is it okay to use my work computer and phone to conduct my personal business as long as it is done at lunch or after hours?

No. Even though there is no conflict of interest with your side business, you have an obligation to use CSX assets including, telephone, fax, e-mail and computer software primarily for CSX business. Employees are not permitted to use CSX assets to support a second job or consulting effort.

Stay on Track
If you are visiting a website that you wouldn’t be comfortable with someone else seeing, you shouldn’t go there.

Did You Know?
Information technology resources include all types of communication and computing equipment and devices, access to the Internet and intranet, networking capabilities, and software programs and applications.

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Financial Reporting Integrity and Accurate Recordkeeping

Our Principles

We are committed to providing shareholders, governmental agencies and other stakeholders with accurate, complete and timely information about the company's financial condition and the results of our operations. Securities laws also require CSX to maintain books and records that accurately and fairly reflect all transactions and report financial information according to generally accepted accounting principles and our internal control requirements.

Your Responsibilities

Make sure that any business information you report is accurate, complete and timely. This includes accurate recording of revenue, expenses, payroll and benefits records, regulatory data and other business information. Also be sure that any document you prepare or sign is correct, complete and truthful. Providing false or misleading records or altering records is always wrong and can be a serious violation of the law.

Because CSX is a public company, it is especially important that our public disclosures, including filings with regulatory authorities such as the Surface Transportation Board, U.S. Securities and Exchange Commission and other stock exchanges be complete, fair, accurate, timely and understandable. If they aren't, we could face fines and penalties.

We expect you to:

  • Always correctly record and classify assets and liabilities.
  • Record items, such as revenue or expenses, in the time period in which they apply.
  • Be accurate and truthful in claims or entries on expense reports, timesheets, regulatory reporting or any other company records.
  • Provide accurate and truthful personal and family information for company benefits programs.
  • Safeguard company records from unauthorized destruction or alteration.
  • Cooperate with and provide accurate information to internal or external auditors or investigators.
  • Use Procurement Cards, Corporate Lodging Cards and other company-provided credit cards appropriately.
  • Promptly report suspicious transactions or activities and refer questions relating to these topics to the Internal Audit & Compliance department or the CSX Ethics Helpline.

Using Corporate Funds

Make sure that any spending you do results in good value for our company. Remember you have an obligation to create accurate and detailed expense reports and to use corporate credit cards and cash equivalent assets only for approved business purposes.

References:

  • Business Travel Policy
  • Purchasing & Materials Policies
  • Information Management Policy

Q&A
I saw a coworker sign off on an inspection report when he hadn’t actually done the inspection. Can I ignore this?

No, falsifying records is never appropriate. Report this immediately to your supervisor or the CSX Ethics Helpline.

Q&A
My supervisor is asking me to do things that I believe may violate company policies? I’m afraid my supervisor will retaliate if I report him. What should I do?

You should immediately report any suspected misconduct to the company. If your supervisor is involved in the misconduct, you should contact your Human Resources Business Partner or the CSX Ethics Helpline to report the issue. CSX has a strict policy against retaliation for reporting issues in good faith.

Stay on Track
Never falsify or estimate reports and records. Always be accurate and honest.

Did You Know?
Submitting fictitious receipts, reporting inaccurate mileage, falsifying who accompanied you to a meal and fabricating the business purpose of an expense are considered fraud. Follow the guidelines listed in the Business Travel Policy when submitting expenses for reimbursement and clearly document the nature of the business expenses.

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Communicating About CSX

Our Principles

Whenever you talk about CSX, no matter where you are, you are representing our company. What you say reflects on CSX, and it can have a big impact on how others view our company. For that reason, we expect you to always communicate in a respectful, honest and transparent manner and in accordance with our values and principles.

Your Responsibilities

What this means for you is using a great deal of care when you interact with anyone, either in spoken or written communications. Focus on objectivity and ethics, avoiding any potentially offensive, derogatory or aggressive language, along with anything that paints CSX in a negative light. Avoid misstatements, which can put us at risk, even if the statement was unintentional. Also refrain from disclosing confidential information, such as forward looking financial data or personnel matters, or speculating on legal, ethical or personnel matters.

E-mail Communication

Be aware of the risks associated with inappropriate e-mail use. An inappropriate or inaccurate e-mail can reflect badly on CSX and make us vulnerable to liability issues.

  • Keep your e-mails clear and concise, tailoring your message to your audience.
  • Avoid including too much information or unnecessary details.
  • Don’t send e-mails to people who do not have a legitimate need to receive them.
  • Avoid using large distribution lists and the “reply to all” feature.

Responding to Questions

Shareholders, financial analysts, creditors and others count on us to provide reliable and timely information on our operations and performance. Only authorized employees may respond to inquiries from the investment community. You should refer all requests for investor-related information to the Investor Relations department at (904) 359-4812 or Investor_Relations@csx.com.

Media or press calls require careful handling. The Corporate Communications department provides consistent, accurate messages by acting as a single point of contact for all representatives of the media (including trade press, newspapers, TV, radio and the Internet). You should refer all media inquiries to Corporate Communications at 877-TellCSX.

See also Government Requests for Information.

Social Media

Technology is changing the way our employees communicate, both internally and externally. Tools like blogs, wikis, podcasts, virtual worlds and social networking offer exciting new ways to promote teamwork and collaboration, but they also create new avenues for our good name to be harmed. While we encourage you to learn about and use social media, it's important that you focus on having meaningful dialogues that don't jeopardize our reputation. As you use these tools, remember to:

  • Be honest in your communication. Your views are your views and do not represent those of CSX. If you believe there may be confusion on the readers’ part, clearly state that these views are yours and not those of CSX.
  • Provide a sincere, but professional assessment of your opinions online. If emotions may cloud your opinion, give yourself time to reflect on your position before posting in social spaces.
  • Respect the privacy of your coworkers and our customers and suppliers. Get permission from those you plan to mention in the social space first before posting comments, tags or photographs.
  • Guard our internal information about projects, customers and earnings. Understand that some of our initiatives provide us a competitive advantage.
  • Protect our Brand image. We are all proud of the work we do and the impact we have on the greater good. Our Brand encompasses these values, and it is how we communicate our values to others.
  • Respect the law, including those that cover defamation, discrimination, copyrights and harassment.
  • Remember that everything you post may be visible to everyone, so never post any confidential information about CSX or our employees, customers or suppliers.

If you see something posted that could be potentially harmful to CSX, report it immediately. Don’t feel obligated to respond to negative comments yourself.

Reference:

CSX Social Computing Policy

Q&A
A CSX employee posted confidential information about an upcoming project on Facebook. Should I say something?

Yes, notify your supervisor or the CSX Ethics Helpline. Please guard CSX internal information about projects, customers, suppliers and earnings. Understand that some of our initiatives provide us a competitive advantage. Remember that what you post may be visible to everyone, so never post any confidential information about CSX, our employees, customers or suppliers.

Stay on Track
To help keep your electronic communications professional and positive, just assume the whole world can read them.

You’re On the Right Track if You:

  • Act in CSX’s best interests.
  • Use good judgment when giving or receiving gifts.
  • Keep confidential information safe and secure.
  • Use company assets responsibly.
  • Maintain accurate records.
  • Communicate responsibly about CSX.

We Do Business Honestly and Ethically

Upholding high standards of ethics and integrity sets CSX apart as a company that maintains the highest principles.

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A Commitment to Fair Competition

Our Principles

CSX is committed to free and fair competition, competing ethically and complying with antitrust laws everywhere we do business.

Your Responsibilities

The rules around competition affect nearly every aspect of our business. Each of us has a responsibility to understand them and avoid conduct that could in any way be perceived as interfering with competition. Remember that violations of competition and antitrust laws can carry serious penalties, not only for CSX, but also for you.

Use care in your relations with competitors. You might interact with competitors through industry meetings, conferences and other events. When you do, be careful not to make inappropriate agreements. Never engage in practices such as price fixing, customer or market allocation, bid rigging, or other practices more fully explained in the Antitrust section of the Code.

Reference:

Purchasing & Materials Policies – Antitrust Compliance

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Gathering and Using Competitive Information

Our Principles

Businesses today are under increasing pressure to find out as much as they can about their competitors, including their products, their processes and their customers. Gathering this information is a legal way to gain a competitive edge, and more companies are getting involved in market research and benchmarking. At CSX, we are committed to avoiding even the appearance of conducting these activities improperly.

Your Responsibilities

As our employee, you need to understand how to gather competitive information legally and ethically. If someone shares confidential information that was obtained inappropriately, you may not use it for your own gain or for CSX's gain.

Be sure that you and everyone who is involved with gathering competitive information understand what information is needed and when to stop digging. Use only legal methods. If you have questions regarding whether gathering certain competitor information is appropriate, consult the Law department.

Legitimate sources of competitive information include:

  • Newspapers, trade press accounts and other public information
  • Discussions with customers (but not to obtain competitors’ confidential information)
  • Information publicly available on the Internet
  • Reputable consultants and analysts who are in compliance with fair competition laws

Learn to recognize when information gathering goes too far. Once you go beyond the legal and ordinary methods of examining public information, you risk entering the realm of illegal information gathering.

Never use:

  • A competitor’s confidential or proprietary information. If confidential or proprietary information shows up on your desk, seek advice from the Law department.
  • Confidential or proprietary information in any form (such as papers or computer records) that new employees bring from previous employers.
  • False means to obtain confidential information, such as pretending to work elsewhere.

Keep in mind that not all information you uncover about our competition will be accurate, even publicly available information. Be sure to verify any piece of competitive data before using it.

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Working with the Government

Our Principles

CSX companies do substantial business with federal, state and local governments. As with all of our customers, integrity forms the basis of our relationships, but special rules apply when the government is our customer. We can face severe penalties including loss of current and future government contracts, monetary penalties and even criminal charges for violating government procurement laws. Violations might include submitting erroneous invoices or related documents in a government contract.

Your Responsibilities

We expect you to help us comply with all laws, regulations and contractual requirements relating to government procurement. Make sure that all of our invoices, statements and representations to government officials are accurate, truthful and complete. If you have any questions about any requirements associated with government-related contracts, seek guidance from the Law department.

If you are involved in bidding on or providing products or services for a government contract, or you are involved in any other aspect of a government contract relationship:

  • Ensure the accuracy and completeness of all charges invoiced to the government, including employee time, material, equipment and overhead. Also ensure these charges fully comply with applicable procurement rules.
  • Be truthful and accurate in all representations and certifications made to government agencies.
  • Do not falsify any document or provide misleading information relating to the award, performance or payment under any government contract or subcontract.
  • Know your government customer’s rules and regulations, including the requirements of standard clauses in the contract.
  • Never seek or accept a competitor’s bid or proposal, or an agency’s source selection information from any federal agency or other source, before the relevant agency awards the contract.
  • Know the special rules on gifts, gratuities and entertainment for government employees or officials, and obtain any advance approvals that company policy requires. CSX must report all gifts, gratuities or entertainment provided to any government employee or official to the respective State Relations vice president within seven days of making the gift, gratuity or entertainment.
  • When dealing with a quasi-governmental body, assume that all government procurement laws or ethics rules apply unless you explicitly know otherwise.
  • Know and follow the anti-bribery and anti-kickback rules, particularly the U.S. Foreign Corrupt Practices Act (FCPA).
  • Understand “most favored customer” pricing and disclosure requirements and verify compliance.
  • Conform strictly to contract specifications and all quality, quantity, delivery and testing requirements.
  • Do not initiate any employment discussions with any current or former government employee without first consulting the Law department.

Government Requests for Information

CSX cooperates with reasonable requests by federal, state and municipal government officials seeking information concerning company operations and personnel. Contact the Law department regarding non-routine government requests for information, including attorney general or inspector general requests or subpoenas for information.

Report Issues and Concerns

If you suspect any illegal or unethical conduct by any CSX employee or business partner in connection with a government contract, report it immediately to your supervisor, the CSX Ethics Helpline or the Law department.

Q&A
I noticed the wrong number of hours was charged to a government project, but I didn’t fix the error. A few hours isn’t a big deal, is it?

Yes it is. All charges to government projects must be accurate. Errors can have serious consequences including fines and penalties and loss of future contracts.

Q&A
Does the Buy America contract requirement apply to CSX since much of our rail is purchased or manufactured outside the U.S.?

Buy America is a federal regulation that applies to all federally funded construction projects and requires use of domestic steel and iron manufactured products. If you are not sure if Buy America applies to a particular project, you should check the government contract or check with the Law department.

Q&A
What is a suspended or debarred vendor? Why do I have to check for this?

The federal government maintains a website of suspended or debarred vendors that are ineligible to work on federal aid construction projects. CSX has processes in place to avoid use of suspended or debarred vendors or contractors. If you suspect that a contractor on a federal construction project is or may be suspended or debarred, please contact the Law department.

Stay on Track
When working with governments, be aware of their policies as well as ours. Know how their policies may impact your relationship.

Did You Know?
Complex rules govern the giving of gifts, entertainment and other business courtesies to government officials. What may be permissible for commercial customers may be illegal when dealing with the government. If you have questions contact the Law department.

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Working with Third Parties

Our Principles

Our relationships with third parties leave a lasting impression on the business community - one that should reflect our core values. With that standard in mind, CSX enters into any relationship with customers, business partners and other stakeholders objectively and in the best interests of our company. Our goal is to promote transparency in those relationships, ensure compliance with legal requirements and protect our assets from fraud, waste and abuse.

Your Responsibilities

Our success relies heavily on building productive relationships based on integrity, ethical conduct and trust. We expect you to deal fairly with our customers, suppliers and anyone else working with us. This means never taking unfair advantage of any individual or organization through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair practice.

Appropriate Treatment of Suppliers

Our suppliers are essential to our ability to operate efficiently. In our dealings, we are committed to achieving the right results, the right way. We will not knowingly use suppliers who supply unsafe products or services, violate laws or regulations, or use illegal labor. Our suppliers are expected to "live like we do" in regard to safety, ethics and high standards of business conduct. They are also expected to abide by our Code of Ethics.

All purchasing decisions are based on the best total value received by CSX. When you work with current or potential suppliers, be sure to work through the appropriate contacts in the Purchasing & Materials department.

If you ever have questions, contact the Purchasing & Materials department or consult CSX's Supplier Relationship Guide for Employees. It provides an overview of your responsibilities to make good supplier decisions in compliance with company policies.

References:

  • Purchasing & Materials Policies
  • Supplier Relationship Guide for Employees

Q&A
I am working on a big supplier contract, and I already know which one I want to use – one that’s reliable and has a good price. I’m tempted to just forget the bidding process. Is this okay?

No, it isn’t. You must follow CSX’s competitive bid process to ensure suppliers are treated fairly.

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Fraud and Theft Prevention

Our Principles

Fraud and theft are crimes, and do not fit in with our culture at CSX. They can cause lasting damage to our reputation as well as our bottom line. We value ethics and integrity and will not tolerate this activity under any circumstances by anyone at CSX or others.

Your Responsibilities

We place a great deal of trust and confidence in our employees. In return, we expect you to act ethically and honestly in everything you do. Any use of fraudulent or illegal tactics violates that trust and carries potentially severe consequences, including discipline, up to and including termination - possibly even prosecution.

What is Fraud?

Fraud is a type of deception, such as making someone believe something that is not true either by words, conduct or concealing important information.

Fraud can take the form of offering false or fictitious information, reports or claims to another person. It also includes taking unfair advantage of someone either through manipulation, concealing something, misusing inside information or misrepresenting facts. Some examples of workplace fraud may include:

  • Misrepresentation on timesheets or expense reports
  • Abusing or misusing company equipment, material, property or credit cards
  • Dishonest accounting practices

What is Theft?

Theft is any stealing or misuse of assets or using assets without permission. For CSX, theft usually involves stealing materials and supplies, equipment or scrap.

Remember that CSX is your company, and acts of fraud and theft impact your company in a variety of ways. We're depending on you to help us spot this activity before harm is done. Take an active role by:

  • Acting ethically in every action or decision you make at CSX
  • Watching for and reporting potential fraud and theft against CSX, our employees, customers, business partners, shareholders or other stakeholders

Q&A
While traveling, a coworker had dinner with some local friends and submitted this dinner for reimbursement on their expense report. He has done this before, so it must be okay, right?

No. This is actually an act of fraud, and it violates our Code and other company policies. Report this activity to the CSX Ethics Helpline right away.

Stay on Track
Even if you think you’re acting in CSX’s best interests, engaging in fraudulent or illegal activity is a crime, and it hurts us.

You’re On the Right Track if You:

  • Preserve fair competition.
  • Use legal practices to gather competitive information.
  • Follow all laws and regulations when working with the government.
  • Work responsibly with third parties.
  • Watch for and report potential fraud and theft.

We Comply with the Law

Taking responsibility for our actions and honoring the law are an integral part of our culture.

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Antitrust

Our Principles

The U.S. has antitrust or competition laws, which limit agreements between companies that could harm competition (activities like forming monopolies and price fixing). We comply with these laws and expect you to do the same.

Antitrust laws help prevent companies from becoming too large, eliminating competition or setting prices. Violations of these laws can result in severe penalties for our company and for the people involved.

Your Responsibilities

What puts CSX most at risk is questionable discussions with competitors. As a CSX employee, your dealings with competitors should never even resemble a violation of antitrust laws. To help us compete fairly, you must:

  • Not talk or agree with a competitor about prices, except for joint line rates (sometimes called "through rates" or "interline rates"). This prohibition includes agreements about matters affecting prices, such as demurrage terms, credit terms and other "price-like" commercial terms.
  • Not discuss or agree with a competitor about dividing customers, sales territories or lines of business between the two companies.
  • Not discuss or agree with a competitor to “rig” bids or refuse to bid to reduce competition.
  • Not unfairly disparage a CSX competitor or its services.
  • Not encourage a customer to break a contract with a competitor.
  • Not pay a bribe to help CSX or to hurt a competitor.
  • Not condition the offering of one product or service on a requirement that the customer also purchase another, different product or service without Law department approval.

If you see a potential violation of antitrust policies, report it immediately to the Law department to prevent a situation that could appear to be an illegal activity.

Reference:

Purchasing & Materials Policies – Antitrust Compliance

Stay on Track
Be extra careful in discussions with competitors. “Getting creative” with them can lead to violations of antitrust laws.

Did You Know?
Competition laws may also be referred to as “antitrust,” “monopoly,” “cartel” and “price fixing” laws. All are designed to preserve free and open competition.

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Anti-Bribery

Our Principles

We have built a reputation as a company that operates ethically and honestly, and bribery and corruption have no place in our business. They can cause irreparable harm to our good name and to the communities where we do business. That is why we have a zero-tolerance approach to this activity anywhere in our business.

Your Responsibilities

For you, upholding this principle means never offering, promising or giving anything of value that could appear to be a payment - something that might encourage or reward someone for a decision to retain or obtain business. It also works in reverse, meaning you must never request, agree to receive or receive a financial or other benefit from someone as an encouragement to do something improper on his or her behalf.

These rules also apply to any third parties doing business on our behalf, including consultants, suppliers, distributors and sales agents. They also apply to our dealings with government officials from either the U.S. government or any foreign governments, so it is important that you always comply fully with the anti-bribery and anti-corruption laws of the countries in which CSX does business.

Foreign Corrupt Practices Act (FCPA)

This anti-corruption law applies to the actions of our company, employees and third parties working on our behalf anywhere in the world. It prohibits bribes and other improper payments to government employees at any level for the purpose of influencing discretionary decisions or actions. "Payments" mean anything of value, not just money or gifts. The FCPA requires that we maintain accurate records and internal controls. Violations of this law carry significant criminal and civil penalties (including imprisonment and monetary fines) for non-compliance.

Even if these practices are acceptable in another country and the level of competition is fierce, avoid even the appearance of bribery when dealing with government officials, officials of international organizations and political parties, and employees of state-controlled enterprises.

Stay on Track
If someone offers you something of value, ask yourself if it will influence a business decision you make. If it will, it’s wrong.

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Insider Trading

Our Principles

Occasionally through your job with CSX, you may learn of material information about our company that has not yet been made public. When you are aware of this type of information, purchasing or selling CSX securities is prohibited by federal securities laws. This activity is called insider trading, and it is illegal.

The penalties for insider trading violations can include criminal fines of up to $5 million and/or a jail term of up to 20 years for each violation. In addition, penalties can require repayment of unlawful profits and include a penalty of up to three times the ill-gotten profits. These penalties are in addition to the company's disciplinary actions, which can include termination of employment.

Inside information includes any item that an investor might consider important in making a decision to buy or sell securities. Examples include:

  • Financial data or operating results, including earnings information and forecasts
  • The purchase or sale of a major asset
  • Changes in dividend policy
  • Mergers, acquisitions and joint ventures
  • Significant changes in operations or business plans
  • Major developments in investigations or litigation
  • Regulatory developments
  • Significant changes in management

It is also illegal for you to share this information with others to help them gain some advantage, either by buying or selling CSX securities. This includes sharing or giving "tips" to spouses, brokers, friends or family members.

Also, you may not trade in the securities of another company, such as a CSX customer, supplier or partner if you have obtained information about them while working here. As a rule of thumb, never disclose non-public information without a legitimate business reason and proper authorization.

Contact the Law department for additional guidance on insider trading.

Reference:

Insider Trading Policy

Q&A
Through my work at CSX, I found out that a competitor is likely to merge with another company. Since this information isn’t about CSX, can I take this as a tip and buy some of their stock?

No. Trading in securities of another company based on information you received while working at CSX is considered insider trading and is a violation of securities laws. You could face serious penalties and fines.

Stay on Track
Just because you don’t work for a company (like a customer or supplier), it doesn’t mean you can use non-public information to buy or sell their stock.

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Business Across Borders

Our Principles

As a U.S.-based company, we comply with U.S. trade regulations in every international transaction and respect the policies of the countries where we do business. By abiding by these laws, we facilitate commerce and help people and businesses thrive.

Your Responsibilities

Although trade laws are complex, we depend on you to help us comply with all applicable U.S. laws governing imports, exports and how we conduct business with non-U.S. entities.

These laws contain limitations on the types of products that may be imported into the U.S. and the manner of importation. For example, we cannot export products or services to countries that are embargoed or boycotted by the U.S. government, and we cannot participate in a boycott of a country that is friendly to the U.S. We also may not sell to certain persons and entities for specific uses or release certain kinds of technology.

We must also adhere to anti-terrorism laws, which forbid us from conducting business with individuals or entities who may be involved in terrorist activities. CSX will also refrain from accepting funds that are derived from unlawful sources or activities. To help us uphold these laws, remember to:

  • Always be truthful, accurate and complete with all records regarding international transactions.
  • Understand and comply with the laws in the country where you are working as well as any additional laws that deal with imports, exports or transportation.
  • Know that the laws of more than one country may apply in cross-border transactions.
  • Report to CSX if you know of anyone, including partners, customers or employees, who has violated or intends to violate U.S. or international laws.

Direct any questions about these matters to the Law department.

You’re On the Right Track if You:

  • Avoid risky conversations with competitors.
  • Resist giving or receiving gifts that might influence decisions.
  • Never disclose non-public information.
  • Respect the rules of foreign governments.

We Are Good Neighbors

CSX demonstrates responsible leadership in safeguarding our environment and the communities we serve.

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Environmental Protection

Our Principles

We don't just comply with government regulations - we exceed them with sound policies, procedures and standards that seek to protect the health and safety of our employees and the public while reducing our impact on the environment. We promote best practices in environmental stewardship at every level of our organization.

Your Responsibilities

The actions you take every day can have a big impact on our ability to protect and preserve the environment for future generations. As you work, let your actions be guided by these important principles:

  • Conduct operations safely, protecting employees, the public, customers and the environment.
  • Comply with environmental laws and regulations, internal policies and best management practices. Encourage others to do the same.
  • Identify, promptly report and address active or potential environmental concerns in a responsible way.
  • Minimize waste, prevent pollution and recycle whenever possible.
  • Take action in situations that could negatively impact the environment, such as dumping, discharges or other pollutants.
  • Submit all environmental reporting data accurately and completely.

References:

  • Environmental Policy
  • Environmental Land and Track Lease Policy

Q&A
I noticed strong fumes coming from a rail car, but I don’t see anything leaking. Should I report this?

Yes. When you detect a potentially harmful environmental situation such as strange odors, spills and leaks, you must report it immediately so we can respond right away. Contact the Public Safety Coordination Center at 800-232-0144 to report the issue.

Q&A
I observed a sheen or discoloration in the creek behind our shop. It looks like it iscoming from a company nearby. My coworker says it’s not our problem. What should I do?

Any pollutants discharged in water, such as spills and leaks of any material, must be reported immediately to the Public Safety Coordination Center so the issue can be promptly investigated.

Q&A
Whom should I contact if I have a question about hazardous waste and how to dispose of it?

Contact TellCSX at 877-TellCSX if you have questions about the proper method of disposing of hazardous material waste. Someone from the Environmental Field Services group will follow up with you.

Stay on Track
If something we do could harm the environment, it could also harm our employees, our communities and our reputation. Protect the environment and remember our core value: right results, right way.

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Community Safety

Our Principles

We believe that it is our obligation to care for the communities in which we operate. We take pride in being good stewards of the environment and socially responsible for our actions. After all, safety is a way of life at CSX, and safe business operations are a primary goal.

We act with integrity in local communities and engage with them to monitor our performance and ensure our compliance with environmental laws and social responsibilities. To help us reach that goal, CSX also provides emergency planning assistance and training to local fire, police and emergency response personnel.

Your Responsibilities

Every CSX employee is responsible for our resources. That means you ensure that we and others conduct CSX operations to protect the safety of our employees, our customers and the communities we serve. Help us to continually improve our environmental and community performance by making decisions that always seek to protect people and the environment.

Each day, follow these guidelines:

  • Observe all safety rules and practices and follow instructions concerning safe and efficient work practices.
  • Notify your supervisor immediately if you see a work practice or activity you think is unsafe.
  • If you are ever unsure of what to do in a particular situation, request help from your supervisor.

References:

  • CSXT’s Safe Way Rules
  • CSXT’s Operating Rules

Q&A
A member of a local community mentioned to me that there were reports of items being thrown from a CSX train recently near a residential area. I’ll look into it later – it’s probably nothing, right?

No, don’t assume this is harmless. Report this concern to TellCSX immediately so that an investigation can be initiated.

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Charitable Giving

Our Principles

CSX and our employees have a reputation of being good citizens and neighbors, improving the lives of people every place we operate. We believe in maintaining the health and welfare of these communities, and charitable contributions are an important component of that commitment within our Corporate Giving Program.

Your Responsibilities

Many of our employees support charitable causes and non-profit organizations. We want to encourage that sense of civic responsibility and pride among our employees. To that end, we welcome your involvement in volunteer activities designed to improve life in local communities. We support these efforts in three different ways:

  • Collaboration with core partners aligned with company objectives
  • Regional financial support
  • Employee-driven support

While we encourage you to get involved in giving to charities and supporting causes, keep in mind that this activity is strictly voluntary and has no bearing on your performance evaluation or your employment at CSX.

Also remember that you may not use company resources for individual charitable giving. That includes document printing, broadcast and distribution list e-mails, common area poster space (except where allowed) or interoffice mail. We do, however, permit posters and announcements regarding these activities on break room bulletin boards.

For more details about the CSX giving philosophy, giving guidelines and the company's policies on fundraising and volunteerism, refer to the Employee Gateway.

References:

  • Policy on Philanthropy, Volunteerism, Solicitation and Use of Company Resources for Charitable Purposes
  • Guidelines for CSX Business Property Use
  • CSX Citizenship Program: An Employee Guidebook

Stay on Track
Being a good citizen should not have a negative impact on our company. You are encouraged to do your part using your own time and resources unless participating in a company authorized project or event.

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Public Service and Political Involvement

Our Principles

Earning the respect of the communities we serve is an important goal for CSX, and we work hard to earn and maintain that respect. As good neighbors and good corporate citizens, we support your efforts as you contribute your time, talents and energy to local organizations. We also support a wide variety of regional and national organizations dedicated to improving the health, safety and wellbeing of our nation's citizens.

Your Responsibilities

Your involvement in public service is a wonderful reflection of our commitment to the communities we serve. It also helps us build lasting relationships within these communities. We encourage you to become active in public service and to speak out on important community issues. But as you do, never give the impression that you are speaking on behalf of CSX unless you are authorized to do so.

Also remember that time spent on your volunteer activities may occur during work hours only if it has been approved by your supervisor in advance. All outside volunteer activities must be done on your own time and not interfere with your work at CSX.

Q&A
I attended a town meeting with members of a charity for which I volunteer. I asked the town's mayor a question and identified myself as a representative of CSX to get his attention. Is this okay to do if it's good for the community?

No. If CSX is not directly involved with this charity and you are not an approved representative, you may not present yourself that way. It could reflect badly on us and our relationship with the community.

Stay on Track
We encourage you to support your favorite causes, but don’t speak for CSX unless you are authorized.

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Political Activities and Lobbying

Our Principles

As a part of our business, CSX often works with officials and employees of government and regulatory organizations. Our pledge is to treat them with respect and demonstrate openness, responsibility and accountability. We comply with all laws and regulations when lobbying and making political contributions.

Your Responsibilities

We encourage you to be a responsible citizen who participates in civic and political activities. Those activities must be legal, appropriate and conducted on your own time and at your own expense. We also believe you have the right to your own political views. You also have a responsibility to respect others' rights to their own views. As you engage in political activities, remember:

  • Do not make any political contribution to support a political party, initiatives, committees or candidates on behalf of CSX. The company will not reimburse you.
  • Do not pressure fellow employees to make political contributions or support a particular party or candidate. This activity might include distributing political flyers, e-mails or information on fundraising activities. It also includes rewarding a coworker for making a contribution.
  • Do not give the impression that CSX supports any candidate, campaign or issue in which you are personally involved.
  • Do not use company time, resources or funds to support your political activities, including supporting any employee who runs for office.

By law, we may not contribute company funds, either directly or indirectly, to any federal and many state and local campaigns, candidates, parties or committees. Prohibited contributions may violate government ethics and lobbying laws and state and local "pay to play" laws, and they include anything of value, such as:

  • Tickets for a political fundraising event or writing a political contribution check with company funds
  • Loaning office or conference room space or personnel for fundraising or other campaign-related activities
  • Paying for advertising and other campaign expenses with company funds
  • Meals, goods, services, travel, accommodations or tickets for sporting and entertainment events

Whenever political contributions are permitted, state laws usually impose restrictions on the amount of contributions and on the activities of lobbyists and government contractors. If you are an eligible CSX employee, you may voluntarily contribute to CSX's established Political Action Committee (PAC), known as the CSX Good Government Fund, but only up to certain limits. If you are planning a state or local political contribution or expenditure on our behalf to a state or local candidate, party or political committee, you must obtain written authorization from the Law department.

Lobbying – Federal

When it comes to lobbying, CSX conducts our activities in accordance with all laws and regulations, including proper registration and disclosure. Lobbying covers many activities and varies among locations. You may be engaged in lobbying if your work involves:

  • Contact with legislators, administrators, regulators, executive branch officials or their staffs, including boards and commissions
  • Government contract sales
  • Efforts to influence legislative or administrative action

Because we employ lobbyists, we are subject to the laws governing lobbying contacts and providing gifts, entertainment and travel to public officials. Due to the complexity of these rules, our policy prohibits the gift of anything of value to members of Congress, their staffs, and officials and staff of the executive branch. Limited exceptions are allowed for informational materials, commemorative items, receptions and charitable events. If you believe you have an exception, first obtain written approval from the Law department, in consultation with the Federal Affairs office in Washington. Likewise, you must also clear any contacts with Congress and federal agencies on matters related to proposed or pending legislation through the Law department, again in consultation with the Federal Affairs office in Washington.

Lobbying – State and Local Governments

States and localities also have laws and rules covering lobbying activities. Many have passed ethics reform laws to further restrict what gifts public officials may accept. In some cases, such gifts are banned - laws that are referred to as "no cup of coffee" rules. Follow company guidelines before contacting any state or local government official or employee related to CSX business. This includes representatives of legislative and executive branches of government, such as departments of transportation, taxation, treasury, economic development, environmental protection and emergency management. You should:

  • Notify the respective State Relations department representative of any planned contact with a state or local government representative.
  • Notify the Law department of any unplanned contact with such a representative as soon as possible.
  • Discuss these actions with your supervisor or the Law department to determine whether disclosure and other rules apply.

References:

  • Federal Campaign and Fundraising Guidelines – PAC Fundraisers for Candidates
  • Guidelines for CSX Business Property Use

Q&A
A friend is running for political office and has invited me to attend a campaign event this weekend. I would like to participate, but I'm concerned this is a violation of CSX's policies regarding political involvement. Should I refuse?

No. As long as your activities occur on your personal time and you do not speak on behalf of CSX at the event, your involvement is acceptable.

Stay on Track
Politics are personal. Feel free to get involved, but don’t force your views on your coworkers.

You’re On the Right Track if You:

  • Protect the environment.
  • Safeguard the communities where we operate.
  • Are a good, responsible citizen.
  • Get active in your community.
  • Respect others’ political views and rights.

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Important Contacts

Issues or Concerns:Contact: Contact Information:

Actual or suspected misconduct, questions, or concerns about ethics and compliance matters, or employment discrimination or harassment.

CSX Ethics Helpline and Website

Call toll-free:
800-737-1663
(available 24 hours a day, 7 days a week)

Or go online :
www.csx.com (About CSX/Contact Us)

Assist employees with psychological problems, anxiety or depression, relationship problems, substance abuse, work-related concerns, stress or critical incidents.

Employee Assistance Program (EAP)

For CSX Transportation employees, call:
800-657-3366

For CSX non-Transportation employees, call:
800-634-6433
(available 24 hours day, 7 days a week)

Or go online:
www.mylifematters.com

Federal affairs, legislation, lobbying, and regulation or questions related to state or local ethics and lobbying compliance.

Government and State Relations

For federal level issues, call:
202-783-8124

For state or local level issues, call:

904-366-5005

Human Resources-related issues and concerns, including employment discrimination or harassment.

Human Resources

Contact the Human Resources Business Partner for your department. A list of names and phone numbers is located on the Employee Gateway.

Security of CSX computer information or resources, or possible virus infections.

Information Technology Help Desk

800-243-7743

Accounting, financial reporting, internal controls or auditing matters. Also to discuss potential fraud-related issues, ethics issues or Code of Ethics questions.

Internal Audit & Compliance

For accounting, financial reporting, internal controls or auditing matters, contact:

Vice President Internal Audit & Compliance
500 Water Street, C901
Jacksonville, FL 32202
904-359-2225
904-245-2180 (Fax)
Or send an e-mail to:
InternalAuditandCompliance@csx.com

For fraud-related issues, call:
Assistant Vice President-Internal Investigations
904-366-4774

For ethics issues, call:
Director-Compliance & Ethics
904-366-4789

Questions from the investment community, security analysts, or portfolio managers.

Investor Relations

904-359-4812

Or send an e-mail to:
Investor_Relations@csx.com

Advice or to report written or oral requests by government agencies for information or the receipt of a subpoena from a government agency.

Law Department

904-359-1262

Media and public relations questions, concerns or issues.

Media Relations

877-TellCSX or 877-835-5279

After hours, call:
904-359-1234

Or send an e-mail to:
TellCSX@csx.com

Railroad emergencies, including blocked crossings or track, crossing accidents, crossing signal problems, spills and materials releases, theft, vandalism, trespassing or unsafe employee driving.

Public Safety Coordination Center (PSCC)

800-232-0144
(available 24 hours a day, 7 days a week)

Customer inquiries regarding ordering cars or tracking cars and shipments.

ShipCSX

877-744-7279

Non-emergency public issues and complaints, including general environmental inquiries, rough crossings, operations issues, property management inquiries, rail fan requests, and public safety concerns.

TellCSX

877-TellCSX or 877-835-5279

Or send an e-mail to:
TellCSX@csx.com


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