Final Term Sheet
Dated May 20, 2011
Filed Pursuant to Rule 433
Registration Statement No. 333-164978
CSX CORPORATION
PRICING TERM SHEETS
| 4.250% Notes due 2021 | ||
| Issuer: | CSX Corporation | |
| Security: | 4.250% Notes due 2021 | |
| Size: | $350,000,000 | |
| Maturity Date: | June 1, 2021 | |
| Coupon: | 4.250% | |
| Interest Payment Dates: | June 1 and December 1, commencing December 1, 2011 | |
| Price to Public: | 99.499% | |
| Benchmark Treasury: | 3.125% due May 15, 2021 | |
| Benchmark Treasury Yield: | 3.162% | |
| Spread to Benchmark Treasury: | +115 bps | |
| Yield: | 4.312% | |
| Make-Whole Call: | T +20 bps | |
| Par Call: | Within three months prior to the maturity date | |
| Expected Settlement Date: | May 25, 2011 | |
| CUSIP: | 126408 GV9 | |
| Anticipated Ratings: | Baa3 (Positive) by Moody’s Investors Service, Inc.
BBB (Stable) by Standard & Poor’s Rating Services
BBB (Stable) by Fitch Ratings Ltd. | |
| Joint Book-Running Managers: | Credit Suisse Securities (USA) LLC
UBS Securities LLC | |
| Senior Co-Managers: | Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. Incorporated | |
| Co-Managers: | Mitsubishi UFJ Securities (USA), Inc.
Mizuho Securities USA Inc.
Scotia Capital (USA) Inc. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037 or UBS Securities LLC toll free at 1-877-827-6444, ext. 561-3884.
| 5.500% Notes due 2041 | ||
| Issuer: | CSX Corporation | |
| Security: | 5.500% Notes due 2041 | |
| Size: | $250,000,000 (Reopening of $300,000,000 of 5.500% Notes due April 15, 2041, issued on October 21, 2010) | |
| Maturity Date: | April 15, 2041 | |
| Coupon: | 5.500% | |
| Interest Payment Dates: | April 15 and October 15, commencing October 15, 2011 | |
| Accrued Interest Payable to Issuer: | $1,527,777.78 accrued from April 15, 2011 to settlement date | |
| Price to Public: | 99.326% of principal amount, plus accrued interest from April 15, 2011 | |
| Benchmark Treasury: | 4.750% due February 15, 2041 | |
| Benchmark Treasury Yield: | 4.296% | |
| Spread to Benchmark Treasury: | +125 bps | |
| Yield: | 5.546% | |
| Make-Whole Call: | T +25 bps | |
| Par Call: | Within six months prior to the maturity date | |
| Expected Settlement Date: | May 25, 2011 | |
| CUSIP: | 126408 GU1 | |
| Anticipated Ratings: | Baa3 (Positive) by Moody’s Investors Service, Inc.
BBB (Stable) by Standard & Poor’s Rating Services
BBB (Stable) by Fitch Ratings Ltd. | |
| Joint Book-Running Managers: | Credit Suisse Securities (USA) LLC
UBS Securities LLC | |
| Senior Co-Managers: | Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. Incorporated | |
| Co-Managers: | Mitsubishi UFJ Securities (USA), Inc.
Mizuho Securities USA Inc.
Scotia Capital (USA) Inc. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037 or UBS Securities LLC toll free at 1-877-827-6444, ext. 561-3884.