CSX CORP — Capital/Financing Update 2008

Mar 25, 2008

FWP 1 fwp.htm PRICING TERM SHEETS fwp.htm Licensed to: Cravath, Swaine & Moore LLP Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

Filed Pursuant to Rule 433

Registration No. 333-140732

PRICING TERM SHEETS

| | 6.250%
Notes due 2015 |
| --- | --- |
| Issuer: | CSX
Corporation |
| Security: | 6.250%
Notes due 2015 |
| Size: | $600,000,000 |
| Maturity
Date: | April
1, 2015 |
| Coupon: | 6.250% |
| Interest
Payment Dates: | April
1st and October 1st, commencing October 1, 2008 |
| Price
to Public: | 99.943% |
| Benchmark
Treasury: | 4.000%
due February 15, 2015 |
| Benchmark
Treasury Yield: | 2.885% |
| Spread
to Benchmark Treasury: | + 337.5
bp |
| Yield: | 6.260% |
| Make-Whole
Call: | T+ 50
bp |
| Expected
Settlement Date: | March
27, 2008 |
| CUSIP: | 126408
GN7 |
| Anticipated
Ratings: | Baa3
(Stable) by Moody’s Investors Service, Inc. BBB– (Stable)
by Standard & Poor’s Ratings Services BBB–
(Stable) by Fitch Ratings Ltd. |
| Joint
Book-Running Managers: | Barclays
Capital Inc. Citigroup
Global Markets Inc. Credit
Suisse Securities (USA) LLC Morgan
Stanley & Co. Incorporated |
| Senior
Co-Managers: | Deutsche
Bank Securities Inc. J.P.
Morgan Securities Inc. UBS
Securities LLC |
| Co-Managers: | Mitsubishi
UFJ Securities International plc 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 Barclays Capital Inc. toll free at 1-888-227-2275 ext. 2663, Citigroup Global Markets Inc. toll free at 1-877-858-5407, Credit Suisse Securities (USA) LLC toll free at 1 (800) 221-1037 or Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649.

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Filed Pursuant to Rule 433

Registration No. 333-140732

PRICING TERM SHEETS

| | 7.450%
Notes due 2038 |
| --- | --- |
| Issuer: | CSX
Corporation |
| Security: | 7.450%
Notes due 2038 |
| Size: | $400,000,000 |
| Maturity
Date: | April
1, 2038 |
| Coupon: | 7.450% |
| Interest
Payment Dates: | April
1st and October 1st, commencing October 1, 2008 |
| Price
to Public: | 99.927% |
| Benchmark
Treasury: | 5.000%
due May 15, 2037 |
| Benchmark
Treasury Yield: | 4.356% |
| Spread
to Benchmark Treasury: | + 310
bp |
| Yield: | 7.456% |
| Make-Whole
Call: | T+ 50
bp |
| Expected
Settlement Date: | March
27, 2008 |
| CUSIP: | 126408
GP2 |
| Anticipated
Ratings: | Baa3
(Stable) by Moody’s Investors Service, Inc. BBB–
(Stable) by Standard & Poor’s Ratings Services BBB–
(Stable) by Fitch Ratings Ltd. |
| Joint
Book-Running Managers: | Barclays
Capital Inc. Citigroup
Global Markets Inc. Credit
Suisse Securities (USA) LLC Morgan
Stanley & Co. Incorporated |
| Senior
Co-Managers: | Deutsche
Bank Securities Inc. J.P.
Morgan Securities Inc. UBS
Securities LLC |
| Co-Managers: | Mitsubishi
UFJ Securities International plc 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 Barclays Capital Inc. toll free at 1-888-227-2275 ext. 2663, Citigroup Global Markets Inc. toll free at 1-877-858-5407, Credit Suisse Securities (USA) LLC toll free at 1 (800) 221-1037 or Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649.

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