Filed Pursuant to Rule 433
Registration No. 333-209541
CSX Corporation
PRICING TERM SHEET
October 13, 2016
$700,000,000 2.600% Notes due 2026 (the “2026 Notes”)
$800,000,000 3.800% Notes due 2046 (the “2046 Notes”)
$700,000,000 4.250% Notes due 2066 (the “2066 Notes”)
| Issuer: | CSX Corporation | |
| Ratings*: | Baa1 / BBB+ | |
| Security: | 2026 Notes: 2.600% Notes due 2026 2046 Notes: 3.800% Notes due 2046 2066 Notes: 4.250% Notes due 2066 | |
| Size: | 2026 Notes: $700,000,000 2046 Notes: $800,000,000 2066 Notes: $700,000,000 | |
| Maturity Dates: | 2026 Notes: November 1, 2026 2046 Notes: November 1, 2046 2066 Notes: November 1, 2066 | |
| Coupon: | 2026 Notes: 2.600% 2046 Notes: 3.800% 2066 Notes: 4.250% | |
| Interest Payment Dates: | May 1 and November 1, commencing May 1, 2017 | |
| Price to Public: | 2026 Notes: 99.596% 2046 Notes: 99.431% 2066 Notes: 99.751% | |
| Benchmark Treasury: | 2026 Notes: 1.500% due August 15, 2026 2046 Notes: 2.500% due May 15, 2046 2066 Notes: 2.500% due May 15, 2046 | |
| Benchmark Treasury Yield: | 2026 Notes: 1.746% 2046 Notes: 2.482% 2066 Notes: 2.482% | |
| Spread to Benchmark Treasury: | 2026 Notes: + 90 bps 2046 Notes: + 135 bps 2066 Notes: + 178 bps | |
| Yield: | 2026 Notes: 2.646% 2046 Notes: 3.832% 2066 Notes: 4.262% | |
| Make-Whole Call: | 2026 Notes: T + 15 bps 2046 Notes: T + 20 bps 2066 Notes: T + 30 bps | |
| Par Call: | 2026 Notes: Within three months prior to the maturity date 2046 Notes: Within six months prior to the maturity date 2066 Notes: Within six months prior to the maturity date | |
| Expected Settlement Date: | October 18, 2016 (T+3) | |
| CUSIP / ISIN: | 2026 Notes: 126408 HE6 / US126408HE65 2046 Notes: 126408 HF3 / US126408HF31 2066 Notes: 126408 HG1 / US126408HG14 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC UBS Securities LLC Mizuho Securities USA Inc. Morgan Stanley & Co. LLC | |
| Senior Co-Manager: | MUFG Securities Americas Inc. | |
| Co-Managers: | PNC Capital Markets LLC The Williams Capital Group, L.P. | |
*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.
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