Results of Operations · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 193 4 Date of Report (Date of earliest event reported): October 21, 2020 CSX CORP ORATION (Exact name of registrant as specified in its charter) Virginia 1-8022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation)   Identification No.) 500 Water Street , C900 , Jacksonville , FL 32202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 904 ) 359-3200 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: _ ☐ _ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) _ ☐ _ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) _ ☐ _ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) _ ☐ _ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1 Par Value CSX NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company _ ☐ _ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. __ Item 2.02.    Results of Operations and Financial Condition On October 21, 2020, CSX Corporation issued a press release and its CSX Quarterly Financial Report on financial and operating results for the quarter ended September 30, 2020. A copy of the press release is attached as Exhibit 99.1 and a copy of the CSX Quarterly Financial Report is attached as Exhibit 99.2, each of which is incorporated by reference herein. These documents are available on the Company's website, www.csx.com.* The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. Item 8.01.    Other Events On October 20, 2020 the Board of Directors authorized a new share repurchase program, providing $5 billion of incremental authority to the approximately $1.1 billion remaining under the existing share repurchase program. The repurchases may be made through a variety of methods including, but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block purchases. The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board of Directors. Item 9.01.    Exhibits (d)    The following exhibits are being furnished herewith: 99.1 Press Release dated October 21, 2020 from CSX Corporation 99.2 CSX Quarterly Financial Report * Internet addresses are provided for informational purposes only and are not intended to be hyperlinks. Signature Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CSX CORPORATION By: /s/ ANGELA C. WILLIAMS Angela C. Williams Vice President and Chief Accounting Officer (Principal Accounting Officer)                                              Date: October 21, 2020