| Item 1.01. | Entry into a Material Definitive Agreement |
On February 21, 2019, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters named therein (the “Underwriters”) for the public offering of an additional $600,000,000 aggregate principal amount of the Company’sexisting 4.250% Notes due 2029 (the “2029 Reopening Notes”) and $400,000,000 aggregate principal amount of the Company’s4.500% Notes due 2049 (the “2049 Notes” together with the 2029 Reopening Notes, the “Notes”). The 2029 Reopening 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”). The 2049 Notes were issued pursuant to the Original Indenture, as supplemented and amended by the Ninth Supplemental Indenture, dated as of February 12, 2019. The Notes were issued pursuant to an Action of Authorized Pricing Officers dated as of February 21, 2019. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on FormS-3ASR (RegistrationNo. 333-229627) which became effective February 12, 2019. On February 21, 2019, 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 February 21, 2019, pertaining to the offering and sale of the Notes.
The forms of the Notes are filed as Exhibits 4.2 and 4.3 to this Report and are incorporated by reference in this Report.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant |
See Item 1.01.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits required to be filed by Item 601 of RegulationS-K.
The following exhibits are filed as a part of this Report.
