Item 1.01. Entry into a Material Definitive Agreement

On December 1, 2020, CSX Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the Underwriters named therein (the "Underwriters") for the public offering of $500,000,000 aggregate principal amount of the Company's 2.500% Notes due 2051 (the "Notes"). 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 Act, its Prospectus, dated February 12, 2019, and Prospectus Supplement, dated December 1, 2020, pertaining to the offering and sale of the Notes.

Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Company expects the offering of the Notes to close on December 10, 2020, subject to customary closing conditions.

The foregoing summary is qualified by reference to the Underwriting Agreement which is filed as an exhibit to this Current Report on Form 8-K and is 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 exhibit is filed as a part of this Report.





Exhibit
  No.                                     Description

1.1            Underwriting Agreement, dated December 1, 2020, among CSX
             Corporation, Barclays Capital Inc., BofA Securities, Inc., Citigroup
             Global Markets Inc. and J.P. Morgan Securities LLC, as representatives
             of the Underwriters named therein.

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

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