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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2019

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

csxlogo10qa14.jpg

CSX CORPORATION

(Exact name of registrant as specified in its charter)
Virginia62-1051971
(I.R.S. Employer Identification No.)
500 Water Street15th FloorJacksonvilleFL32202904359-3200
(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 classTrading Symbol(s)Name of exchange on which registered
Common Stock, $1 Par ValueCSXNasdaq 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 every Interactive Data File required to be submitted 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 such files).

Yes (X) No ( )

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

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

Emerging growth company (☐)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ( )

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

Yes (☐) No (X)

On June 30, 2019 (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 $59 billion (based on the close price as reported on the NASDAQ National Market System on such date).

There were 773,825,565 shares of Common Stock outstanding on January 31, 2020 (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 2020 annual meeting of shareholders.

CSX 2019 Form 10-K p. 1

CSX CORPORATION
FORM 10-K
TABLE OF CONTENTS
Item No.Page
PART I
1.Business3
1A. Risk Factors7
1B. Unresolved Staff Comments11
2.Properties12
3.Legal Proceedings16
4.Mine Safety Disclosures16
Executive Officers of the Registrant17
PART II
5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
6.Selected Financial Data21
7.Management's Discussion and Analysis of Financial Condition and Results of Operations22
· Terms Used by CSX22
· 2019 Highlights24
· Results of Operations24
· Liquidity and Capital Resources32
· Schedule of Contractual Obligations and Commercial Commitments35
· Off-Balance Sheet Arrangements36
· Labor Agreements36
· Critical Accounting Estimates36
· Forward-Looking Statements41
7A.Quantitative and Qualitative Disclosures about Market Risk43
8.Financial Statements and Supplementary Data44
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108
9A.Controls and Procedures108
9B.Other Information111
PART III
10.Directors, Executive Officers of the Registrant and Corporate Governance111
11.Executive Compensation111
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111
13.Certain Relationships and Related Transactions, and Director Independence111
14.Principal Accounting Fees and Services111
PART IV
15.Exhibits, Financial Statement Schedules111
Signatures116

CSX 2019 Form 10-K p. 2

CSX CORPORATION

PART I

Next: Item 1. Business