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 July 28, 2022, CSX Corporation (the "Company") completed a public offering of
$950,000,000 aggregate principal amount of the Company's 4.100% Notes due 2032
(the "2032 Notes"), $900,000,000 aggregate principal amount of the Company's
4.500% Notes due 2052 (the "2052 Notes") and an additional $150,000,000
aggregate principal amount of the Company's 4.650% Notes due 2068 (the "2068
Notes" and, together with the 2032 Notes and the 2052 Notes, the "Notes"),
$350,000,000 aggregate principal amount of which have been issued previously
(the "Existing 2068 Notes"). The 2068 Notes are part of the same series as the
Existing 2068 Notes for all purposes. The 2068 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 and an Eighth Supplemental Indenture dated as of March 24, 2010
(collectively, the "Original Indenture") and an Action of Authorized Pricing
Officers of the Company dated as of July 21, 2022. The 2032 Notes and the 2052
Notes were issued pursuant to the Original Indenture, as supplemented by a Ninth
Supplemental Indenture, dated as of February 12, 2019, a Tenth Supplemental
Indenture, dated as of December 10, 2020 and an Eleventh Supplemental Indenture,
dated as of July 28, 2022 (together with the Original Indenture, the
"Indenture") and an Action of Authorized Pricing Officers of the Company dated
as of July 21, 2022. The offering of the Notes was made pursuant to the
Company's shelf registration statement on Form S-3ASR (Registration
No. 333-262788) which became effective February 16, 2022. On July 21, 2022, 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 16,
2022, and Prospectus Supplement, dated July 21, 2022, 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 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
July 21, 2022.
4.2 Form of Notes.
4.3 Eleventh Supplemental Indenture, dated as of July 28, 2022, 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
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CSX CORPORATION 
