Item 1.01.
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Entry into a Material Definitive Agreement
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On October 13, 2016, CSX Corporation (the
Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the
Underwriters named therein (the Underwriters) for the public offering of $700,000,000 aggregate principal amount of the Companys 2.600% Notes due 2026, $800,000,000 aggregate principal amount of the Companys 3.800% Notes due
2046 and $700,000,000 aggregate principal amount of the Companys 4.250% Notes due 2066 (collectively, 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 and an Eighth Supplemental Indenture dated as of March 24, 2010 (collectively, the Indenture), and an
Action of Authorized Pricing Officers dated as of October 13, 2016. The Notes have been registered under the Securities Act of 1933, as amended (the Act), by a Registration Statement on Form S-3ASR (Registration No. 333-209541) which
became effective February 12, 2016. On October 14, 2016, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Act, its Prospectus, dated February 12, 2016, and Prospectus Supplement, dated October 13,
2016, pertaining to the offering and sale of the Notes.
The forms of the Notes are filed as Exhibits 4.2, 4.3 and 4.4 to this Report, and
are incorporated by reference in this Report.