Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant


See Item 8.01.


Item 8.01. Other Events

On December 10, 2020, CSX Corporation (the "Company") completed a public offering of $500,000,000 aggregate principal amount of the Company's 2.500% Notes due 2051 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007, an Eighth Supplemental Indenture dated as of March 24, 2010, a Ninth Supplemental Indenture, dated as of February 12, 2019 and a Tenth Supplemental Indenture, dated as of December 10, 2020 (collectively, the "Indenture") and an Action of Authorized Pricing Officers of the Company dated as of December 1, 2020. The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3ASR (Registration No. 333-229627) which became effective February 12, 2019. On December 2, 2020, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Securities Act of 1933, its Prospectus, dated February 12, 2019, and Prospectus Supplement, dated December 1, 2020, pertaining to the offering and sale of the Notes.

The foregoing summary is qualified by reference to the Indenture, the Action of Authorized Pricing Officers of the Company and the form of global note for the offering, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein and in the above-referenced shelf registration statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.





Exhibit
  No.                                    Description

 4.1          Action of Authorized Pricing Officers of CSX Corporation dated
            December 1, 2020.

 4.2          Form of Notes.

 4.3          Tenth Supplemental Indenture, dated as of December 10, 2020, between
            the Registrant and The Bank of New York Mellon Trust Company, N.A. (as
            successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan
            Bank), as Trustee.

 5.1.1        Opinion of Davis Polk & Wardwell LLP.

 5.1.2        Opinion of Hunton Andrews Kurth LLP.

23.1.1        Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1).

23.1.2        Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2).

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL

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