CSX CORP — Capital/Financing Update 2007

Dec 10, 2007

FWP 1 fwp.htm PRICING TERM SHEET fwp.htm Licensed to: Cravath, Swaine & Moore LLP Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

Filed Pursuant to Rule 433

Registration No. 333-140732

PRICING TERM SHEET

| 6.251%
Secured Equipment Notes due 2023 | |
| --- | --- |
| Issuer: | CSX
Transportation, Inc. |
| Guarantor: | CSX
Corporation |
| Security: | 6.251%
Secured Equipment Notes due 2023 |
| Size: | $380,821,000 |
| Coupon: | 6.251% |
| Interest
Payment Dates: | January
15 and July 15, commencing July 15, 2008 |
| Principal
Payment Dates: | Principal
payments on the Notes will be made in scheduled amounts on selected
payment dates, commencing July 15, 2008 and continuing until January
15,
2023, the final maturity date of the Notes. |
| Price
to Public: | 100.000% |
| Benchmark
Treasury: | UST
4.25% due November 15, 2017 |
| Benchmark
Treasury Yield: | 4.151% |
| Spread
to Benchmark Treasury: | +210
bp |
| Yield: | 6.251% |
| Maturity: | January
15, 2023 |
| Average
Life: | 10.3
years |
| Discount
Rate for Calculation of Redemption Premium: | Treasury
Rate + 35 bp |
| Trade
Date: | December
10, 2007 |
| Expected
Settlement Date: | December
13, 2007 |
| CUSIP: | 126410
LM9 |
| Anticipated
Ratings: | A2
(Stable) by Moody’s Investors Service, Inc. A-
(Stable) by Standard & Poor’s Ratings Services |
| Joint
Book-Running Managers: | Citigroup
Global Markets Inc. Morgan
Stanley & Co. Incorporated |
| Senior
Co-Managers: | Barclays
Capital Inc. Credit
Suisse Securities (USA) LLC 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 Citigroup Global Markets Inc. toll free at 1-877-858-5407 or Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649.