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Cover and table of contents

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10-K 1 csx-12252015x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 25, 2015

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-8022
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia62-1051971
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
500 Water Street, 15th Floor, Jacksonville, FL32202(904) 359-3200
(Address of principal executive offices)(Zip Code)(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of exchange on which registered
Common Stock, $1 Par ValueNasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes (X) No ( )

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ( ) No (X)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes (X) No ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Exchange Act Rule 12b-2).

Large Accelerated Filer (X) Accelerated Filer ( ) Non-accelerated Filer ( ) Smaller reporting company ( )

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes ( ) No (X)

On June 26, 2015 (which is the last day of the second quarter and the required date to use), the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $33 billion (based on the New York Stock Exchange closing price on such date).

There were 963,150,011 shares of Common Stock outstanding on January 22, 2016 (the latest practicable date that is closest to the filing date).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement (the “Proxy Statement”) to be filed no later than 120 days after the end of the fiscal year with respect to its annual meeting of shareholders scheduled to be held on May 11, 2016.

CSX CORPORATION
FORM 10-K
TABLE OF CONTENTS
Item No.Page
PART I
1.Business3
1A. Risk Factors6
1B. Unresolved Staff Comments10
2.Properties11
3.Legal Proceedings15
4.Mine Safety Disclosures15
Executive Officers of the Registrant15
PART II
5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17
6.Selected Financial Data19
7.Management's Discussion and Analysis of Financial Condition and Results of Operations20
· Strategic Overview20
· 2015 Highlights24
· Results of Operations26
· Liquidity and Capital Resources35
· Schedule of Contractual Obligations and Commercial Commitments38
· Off-Balance Sheet Arrangements38
· Critical Accounting Estimates39
· Forward-Looking Statements46
7A.Quantitative and Qualitative Disclosures about Market Risk48
8.Financial Statements and Supplementary Data49
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure103
9A.Controls and Procedures103
9B.Other Information105
PART III
10.Directors, Executive Officers of the Registrant and Corporate Governance105
11.Executive Compensation105
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters105
13.Certain Relationships and Related Transactions, and Director Independence105
14.Principal Accounting Fees and Services105
PART IV
15.Exhibits, Financial Statement Schedules105
Signatures109

CSX CORPORATION

PART I

Next: Item 1. Business