Obligation CSX Corp 4.4% ( US126408GX55 ) en USD

CSX Corp

85.692 % ▼

Etas-Unis

US126408GX55 ( en USD )

4.4% par an ( paiement semestriel )

28/02/2043

Prospectus brochure de l'obligation CSX Corp US126408GX55 en USD 4.4%, échéance 28/02/2043

2 000 USD

300 000 000 USD

126408GX5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/09/2024 ( Dans 105 jours )

L'Obligation émise par CSX Corp ( Etas-Unis ) , en USD, avec le code ISIN US126408GX55, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2043

L'Obligation émise par CSX Corp ( Etas-Unis ) , en USD, avec le code ISIN US126408GX55, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par CSX Corp ( Etas-Unis ) , en USD, avec le code ISIN US126408GX55, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-164978
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
maximum
maximum
Amount to be
offering price
aggregate
Amount of
Title of each class of securities to be registered

registered

per unit

offering price
Registration Fee(1)
4.40% Notes due 2043

$300,000,000
99.413%

$298,239,000
$34,179
Total

$34,179

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
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Prospectus Supplement
(To Prospectus dated February 19, 2010)

We are offering $300,000,000 aggregate principal amount of 4.40% Notes due 2043 (the "Notes"). The Notes will mature on
March 1, 2043. Interest is payable on the Notes on March 1 and September 1 of each year, commencing September 1, 2012. Interest
on the Notes will accrue from February 28, 2012. We may redeem the Notes, in whole or in part, at any time, at the redemption prices
set forth under the caption "Description of Notes -- Optional Redemption."
The Notes will be senior obligations of our company and will rank equally with all of our other unsecured senior indebtedness.
The Notes will be represented by one or more permanent global Notes in definitive, fully registered form without interest
coupons, registered in the name of a nominee for The Depository Trust Company. The Notes will be issued in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

Investing in these Notes involves risks. See risks described as risk factors in Item 1A of our Annual Report on Form 10-K
for the fiscal year ended December 30, 2011 as they may be amended, updated and modified periodically in our reports filed
with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Price to Public(1)

Underwriting Discount

Proceeds to Us
Per Note

99.413%

0.875%

98.538%
Total

$ 298,239,000
$
2,625,000
$295,614,000
(1) Plus accrued interest from February 28, 2012 if settlement occurs after that.
CSX will not make application to list the Notes on any securities exchange or to include them in any automated quotation system.

We expect that delivery of the Notes will be made to investors on or about February 28, 2012, through the book-entry system of
The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
system, and Clearstream Banking, société anonyme.

Joint Book-Running Managers

J.P. Morgan
UBS Investment Bank

Senior Co-Managers
Citigroup

Credit Suisse

Morgan Stanley
Co-Managers
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Mitsubishi UFJ Securities

Mizuho Securities
PNC Capital Markets LLC

The Williams Capital Group, L.P.

February 23, 2012
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We have not authorized anyone to provide you with information other than that contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of
us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement
or the accompanying prospectus or in any such free writing prospectus is accurate as of any date other than the respective
date of such document.
Offers and sales of the Notes are subject to restrictions which are discussed in "Underwriting" below. The distribution of this
prospectus supplement and the accompanying prospectus and the offering of the Notes in certain other jurisdictions may also be
restricted by law. In this prospectus supplement and the accompanying prospectus, unless otherwise specified or the context
otherwise requires, references to "dollars" and "$" are to U.S. dollars.
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-2

Special Notes Regarding Forward-Looking Statements
S-2

Where You Can Find More Information
S-4

CSX Corporation
S-5

Use of Proceeds
S-6

Ratio of Earnings to Fixed Charges
S-6

Description of Notes
S-7

Material Tax Considerations
S-16
European Union Tax Reporting and Withholding
S-18
Underwriting
S-19
Notice to Canadian Residents
S-22
Legal Matters
S-24
Experts
S-24
Prospectus

About This Prospectus
2

Where You Can Find More Information
3

CSX Corporation/CSX Transportation, Inc.
4

CSX Capital Trust I
4

Ratio of Earnings to Fixed Charges
5

Use of Proceeds
5

Description of Debt Securities
6

Description of the Trust Preferred Securities
22

Description of Capital Stock
34

Description of Depositary Shares
37

Description of Securities Warrants
38

Plan of Distribution
39

Legal Opinions
41

Experts
41

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes
we are offering and certain other matters relating to CSX Corporation ("CSX" and, together with its subsidiaries, the "Company").
The second part, the base prospectus, gives more general information about securities we may offer from time to time, some of which
does not apply to the Notes we are offering. Generally, when we refer to the prospectus, we are referring to both parts of this
document combined. If the description of the Notes in the prospectus supplement differs from the description in the base prospectus,
the description in the prospectus supplement supersedes the description in the base prospectus. All cross references in this prospectus
supplement are to captions contained in this prospectus supplement and not in the accompanying prospectus, unless otherwise
indicated.
SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including documents incorporated by reference, contain forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). These forward-looking statements include, among others, statements regarding:

· projections and estimates of earnings, revenues, volumes, rates, cost-savings, expenses, taxes or other financial items;

· expectations as to results of operations and operational initiatives;

· expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor

negotiations or agreements on the Company's financial condition, results of operations or liquidity;

· management's plans, strategies and objectives for future operations, capital expenditures, dividends, share repurchases,

safety and service performance, proposed new services and other matters that are not historical facts, and management's
expectations as to future performance and operations and the time by which objectives will be achieved; and

· future economic, industry or market conditions or performance and their effect on the Company's financial condition,

results of operations or liquidity.
Forward-looking statements are typically identified by words or phrases such as "will," "should," "believe," "expect,"
"anticipate," "project," "estimate," "preliminary" and similar expressions. The Company cautions against placing undue reliance on
forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently
available to it as of the date the forward-looking statement is made. Forward-looking statements should not be read as a guarantee of
future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or
results will be achieved.
Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ
materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any
forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the
Company will make additional updates with respect to that statement or any other forward-looking statements. The following
important factors, in addition to those discussed elsewhere in this prospectus supplement and the accompanying prospectus, including
the documents incorporated by reference, may cause actual results to differ materially from those contemplated by any forward-
looking statements:

· legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the

environment, hazardous materials, taxation, and the potential enactment of initiatives to further regulate the rail industry;

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· the outcome of litigation and claims, including, but not limited to, those related to fuel surcharge, environmental matters,

taxes, shipper and rate claims subject to adjudication, personal injuries and occupational illnesses;

· changes in domestic or international economic, political or business conditions, including those affecting the transportation

industry (such as the impact of industry competition, conditions, performance and consolidation) and the level of demand
for products carried by CSX Transportation, Inc. ("CSXT");

· natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis

affecting the health of the Company's employees, its shippers or the consumers of goods, or other unforeseen disruptions of
the Company's operations, systems, property or equipment;

· competition from other modes of freight transportation, such as trucking and competition and consolidation within the

transportation industry generally;

· the cost of compliance with laws and regulations that differ from expectations (including those associated with Positive

Train Control implementation) and costs, penalties and operational impacts associated with noncompliance with
applicable laws or regulations;

· the impact of increased passenger activities in capacity-constrained areas, including potential effects of high speed rail

initiatives, or regulatory changes affecting when CSXT can transport freight or service routes;

· unanticipated conditions in the financial markets that may affect timely access to capital markets and the cost of capital, as

well as management's decisions regarding share repurchases;

· changes in fuel prices, surcharges for fuel and the availability of fuel;

· the impact of natural gas prices on coal-fired electricity generation;

· availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or

damages;

· the inherent business risks associated with safety and security, including the availability and vulnerability of information

technology, adverse economic or operational effects from actual or threatened war or terrorist activities and any
governmental response;

· labor and benefit costs and labor difficulties, including stoppages affecting either the Company's operations or customers'

ability to deliver goods to the Company for shipment;

· the Company's success in implementing its strategic, financial and operational initiatives;

· changes in operating conditions and costs or commodity concentrations; and

· the inherent uncertainty associated with projecting economic and business conditions.
Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking
statements are specified elsewhere in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference, which are accessible on the SEC's website at www.sec.gov and the Company's website at www.csx.com.
The information on the CSX website is not incorporated by reference in, and does not form a part of, this prospectus supplement or
the accompanying prospectus.

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WHERE YOU CAN FIND MORE INFORMATION
CSX files annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are
available to the public over the Internet at www.sec.gov. You may also read and copy any document we file at the SEC's public
reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. You may also read and copy these documents at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows CSX to incorporate by reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of
this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information.
CSX incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act until the termination of the offering of all of the Notes, except that, unless otherwise indicated, we do not
incorporate any information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K or corresponding information
furnished or included as an exhibit under Item 9.01 of such Current Report.

· Annual Report on Form 10-K for the fiscal year ended December 30, 2011, filed with the SEC on February 21, 2012;

· The information responsive to Part III of Form 10-K for the fiscal year ended December 31, 2010, provided in our

Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2011; and

· Current Report on Form 8-K filed with the SEC on January 23, 2012 (as amended by the Form 8-K/A filed with the SEC

on February 10, 2012).
You may request a copy of any filings referred to above, at no cost, by contacting CSX at the following address: Ellen M.
Fitzsimmons, Senior Vice President -- Law and Public Affairs, General Counsel and Corporate Secretary, CSX Corporation, 500
Water Street, 15th Floor, Jacksonville, Florida 32202, telephone number (904) 359-3200.

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CSX CORPORATION
CSX, based in Jacksonville, Florida, is one of the nation's leading transportation suppliers. The Company provides rail-based
transportation services including traditional rail service and the transport of intermodal containers and trailers.
CSX's principal operating subsidiary, CSXT, provides an important link to the transportation supply chain through its
approximately 21,000 route mile rail network, which serves major population centers in 23 states east of the Mississippi River, the
District of Columbia and the Canadian provinces of Ontario and Quebec. CSXT has access to over 70 ocean, river and lake port
terminals along the Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St. Lawrence Seaway. The Company's
intermodal business links customers to railroads via trucks and terminals. CSXT also serves thousands of production and distribution
facilities through track connections to approximately 240 short-line and regional railroads.
Other Entities
In addition to CSXT, the Company's subsidiaries include CSX Intermodal Terminals, Inc. ("CSX Intermodal Terminals"), Total
Distribution Services, Inc. ("TDSI"), Transflo Terminal Services, Inc. ("Transflo"), CSX Technology, Inc. ("CSX Technology") and
other subsidiaries. CSX Intermodal Terminals owns and operates a system of intermodal terminals, predominantly in the eastern
United States, and also performs drayage services (the pickup and delivery of intermodal shipments) for certain CSXT customers and
trucking dispatch operations. TDSI serves the automotive industry with distribution centers and storage locations. Transflo connects
non-rail served customers to the many benefits of rail by transferring products from rail to trucks. Today, the biggest Transflo markets
are chemicals and agriculture, for example minerals and ethanol. CSX Technology and other subsidiaries provide support services
for the Company.
CSX's other holdings include CSX Real Property, Inc., a subsidiary responsible for the Company's real estate sales, leasing,
acquisition and management and development activities. These activities are classified in other income because they are not
considered by the Company to be operating activities. Results of these activities fluctuate with the timing of non-operating real estate
purchases and sales.

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USE OF PROCEEDS
CSX estimates that the net proceeds from the sale of the Notes will be approximately $295 million, after deducting our
estimated offering expenses and the underwriters' discount. The net proceeds from the sale of the Notes will be used primarily in
connection with CSX's planned $275 million contribution to the Company's qualified pension plans and for general corporate
purposes, which may include repayment of indebtedness outstanding from time to time, repurchases of CSX's common stock, capital
expenditures, working capital requirements, improvements in productivity and other cost reductions at CSX's major transportation
units.
RATIO OF EARNINGS TO FIXED CHARGES
CSX's consolidated ratio of earnings to fixed charges for each of the fiscal periods indicated is as follows:

For the Fiscal Years Ended

Dec. 30, 2011
Dec. 31, 2010
Dec. 25, 2009
Dec. 26, 2008
Dec. 28, 2007
Ratio of earnings to fixed charges(a)(b)
5.8x

5.3x

3.9x

5.0x

5.1x

(a) For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings from operations before income
taxes plus interest expense related to indebtedness, amortization of debt discount and the interest portion of fixed rent expense,
less undistributed earnings of affiliates accounted for using the equity method. Fixed charges include interest on indebtedness
(whether expensed or capitalized), amortization of debt discount and the interest portion of fixed rent expense.
(b) Effective in the second quarter of 2010, CSX changed the accounting policy for rail grinding costs from a capitalization method,
under which the cost of rail grinding was capitalized and then depreciated, to a direct expense method, under which rail grinding
costs are expensed as incurred. This represents a change from an acceptable method under GAAP to a preferable method, and is
consistent with recent changes in industry practice. The ratios computed in the above table reflect the retrospective application
of this change in accounting principle to each of the periods presented. Application of this change does not affect the
computation of the ratios presented, other than the ratio for the fiscal period ended December 26, 2008, which changed from 5.1
to 5.0.

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DESCRIPTION OF NOTES
Set forth below is a description of the specific terms of the Notes. This description supplements, and should be read together
with, the description of the general terms and provisions of the debt securities set forth in the accompanying base prospectus under the
caption "Description of Debt Securities." The following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the base prospectus and the senior indenture. If the description of the Notes
in this prospectus supplement differs from the description of the debt securities in the base prospectus, the description in this
prospectus supplement supersedes the description in the base prospectus. Capitalized terms used in this Description of Notes that are
not defined in this prospectus supplement have the meanings given to them in the base prospectus or the senior indenture.
General
The Notes will initially be issued in an aggregate principal amount of $300,000,000 and will mature on March 1, 2043. The
Notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes will be issued as a series of senior debt securities under the senior indenture referred to in the accompanying base
prospectus. The senior indenture does not limit the amount of other debt that CSX may incur. CSX may, from time to time, without the
consent of the holders of the Notes, issue other debt securities under the senior indenture in addition to the $300,000,000 aggregate
principal amount of the Notes. CSX may also, from time to time, without the consent of the holders of the Notes, issue additional debt
securities having the same ranking and the same interest rate, maturity and other terms as the Notes. Any additional debt securities
having similar terms as the Notes, together with the Notes, will constitute a single series of debt securities under the senior indenture
if such additional debt securities are fungible with the Notes for U.S. federal income tax purposes.
The Notes will bear interest from February 28, 2012, at the annual rate set forth for the Notes on the cover page of this
prospectus supplement, payable semi-annually on March 1 and September 1 of each year, commencing September 1, 2012, to the
persons in whose names the Notes are registered at the close of business on the immediately preceding February 15 and August 15,
respectively, whether or not that day is a business day.
The Notes will be unsecured obligations of CSX and will rank pari passu with all other unsecured and unsubordinated
indebtedness of CSX.
The Notes do not provide for any sinking fund.
The senior indenture does not contain any provisions that may afford you protection in the event of a highly leveraged transaction
or other transaction that may occur in connection with a change of control of CSX, except to the extent described below under "--
Change of Control Repurchase Event." Additionally, the senior indenture does not restrict our ability to incur additional indebtedness
or otherwise affect changes in our capital structure.
For a description of the rights attaching to each series of debt securities under the senior indenture, see "Description of Debt
Securities" in the accompanying base prospectus.
The provisions of the senior indenture described under "Description of Debt Securities -- Discharge, Defeasance and Covenant
Defeasance" in the accompanying base prospectus apply to the Notes.
Limitation on Liens on Stock of CSXT
The senior indenture provides that neither CSX nor any of our subsidiaries may create or permit any lien of any kind upon any
stock or indebtedness, whether owned on the date of the senior indenture or acquired later, of

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