Obligation CSX Corporation 3.35% ( US126408HR78 ) en USD

CSX Corporation

100 % ▲

Etats-unis

US126408HR78 ( en USD )

3.35% par an ( paiement semestriel )

15/09/2049

Prospectus brochure de l'obligation Csx Corp US126408HR78 en USD 3.35%, échéance 15/09/2049

2 000 USD

600 000 000 USD

126408HR7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/03/2026 ( Dans 35 jours )

CSX Corporation est une société de transport ferroviaire américaine qui opère un vaste réseau ferroviaire desservant le sud-est, le centre et le nord-est des États-Unis, ainsi que certaines parties du Canada.

L'obligation US126408HR78 (CUSIP 126408HR7), émise par CSX Corp aux États-Unis pour un montant total de 600 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 3,35%, une maturité fixée au 15 septembre 2049, une fréquence de paiement semestrielle, une taille minimale d'achat de 2 000 USD, et est notée BBB+ par Standard & Poor's et Baa1 par Moody's.

424B2
424B2 1 d774183d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-229627
CALCULATION OF REGISTRATION FEE

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

registered

per unit

offering price

Registration Fee(1)
2.400% Notes due 2030

$400,000,000

99.644%

$398,576,000

$48,308
3.350% Notes due 2049

$600,000,000

99.306%

$595,836,000

$72,216
Total

$120,524

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus dated February 12, 2019)

$400,000,000 2.400% Notes due 2030
$600,000,000 3.350% Notes due 2049

We are offering $400,000,000 aggregate principal amount of 2.400% Notes due 2030 (the "2030 Notes") and $600,000,000 aggregate principal
amount of 3.350% Notes due 2049 (the "2049 Notes" and, together with the 2030 Notes, the "Notes"). The 2030 Notes will mature on February 15, 2030
and the 2049 Notes will mature on September 15, 2049. Interest is payable on the 2030 Notes on February 15 and August 15 of each year,
commencing February 15, 2020. Interest is payable on the 2049 Notes on March 15 and September 15 of each year, commencing March 15, 2020. Interest
on the Notes will accrue from September 12, 2019. We may redeem the Notes of any series, 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 of each series 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 of each series 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 31, 2018, 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(1)
Per 2030 Note

99.644%

0.650%

98.994%
2030 Notes Total

$398,576,000

$
2,600,000
$
395,976,000
Per 2049 Note

99.306%

0.875%

98.431%
2049 Notes Total

$595,836,000

$
5,250,000
$
590,586,000

(1)
Plus accrued interest from September 12, 2019 to the settlement date, if settlement occurs after that date.
CSX will not make application to list the Notes on any securities exchange or to include them in any automated quotation system.

https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2

We expect that delivery of the Notes will be made to investors on or about September 12, 2019, 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

Citigroup
J.P. Morgan

Morgan Stanley

UBS Investment Bank
Senior Co-Managers

Barclays
BofA Merrill Lynch

Credit Suisse

Mizuho Securities
Co-Managers

PNC Capital Markets LLC

The Williams Capital Group, L.P.
September 3, 2019
Table of Contents
We have not, and the underwriters 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, and the underwriters 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". 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-1
Special Notes Regarding Forward-Looking Statements
S-1
Where You Can Find More Information
S-4
CSX Corporation
S-5
Use of Proceeds
S-6
Description of Notes
S-7
Material U.S. Federal Income Tax Considerations
S-17
Underwriting
S-20
Legal Matters
S-25
Experts
S-25
Prospectus

CSX Corporation / CSX Transportation, Inc.

1
CSX Capital Trust I

1
Where You Can Find More Information

3
Special Note on Forward-Looking Statements

3
Risk Factors

4
Use of Proceeds

5
Description of Debt Securities

6
Description of Trust Preferred Securities and the Guarantee of the Trust Preferred Securities

24
Description of Capital Stock

37
Description of Depositary Shares

41
Description of Securities Warrants

42
Description of Purchase Contracts

44
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
Description of Units

45
Plan of Distribution

46
Validity of Securities

48
Experts

48

S-1
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this 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 accompanying 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 information, including the description of
Notes, in this prospectus supplement differs from the information in the base prospectus, the information in this prospectus supplement supersedes the
information 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.
The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for 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 within the
meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding:

·
projections and estimates of earnings, revenues, margins, 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, workforce levels, 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

S-1
Table of Contents
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, international trade and initiatives to further regulate the rail industry;
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2

·
the outcome of litigation, claims and other contingent liabilities, 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, equipment or supply chain;

·
competition from other modes of freight transportation, such as trucking and competition and consolidation or financial distress 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), as well as costs, penalties and operational and liquidity 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;

·
the impact of global supply and price of seaborne coal on CSX's export coal market;

·
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 transportation of hazardous materials or a cybersecurity attack

which would threaten the availability and vulnerability of information technology;

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

·
loss of key personnel or the inability to hire and retain qualified employees;

·
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;

·
the impact of conditions in the real estate market on the Company's ability to sell assets;

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

·
the inherent uncertainty associated with projecting economic and business conditions.

S-2
Table of Contents
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 Company's website is not incorporated by reference
in, and does not form a part of, this prospectus supplement or the accompanying prospectus.

S-3
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
over the Internet at www.sec.gov. You may also read and copy these documents at the offices of Nasdaq Global Select Market, 165 Broadway, New York,
New York 10006.
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.

(a)
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 6, 2019;

(b)
The information responsive to Part III of Form 10-K for the fiscal year ended December 31, 2018, provided in our Definitive Proxy

Statement on Schedule 14A filed with the SEC on March 22, 2019;

(c)
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, filed with the SEC on April 17, 2019

and July 17, 2019; and

(d)
Current Reports on Form 8-K filed with the SEC on January 16, 2019 (Item 8.01 only), February 12, 2019, February 27, 2019, April 3,

2019, May 8, 2019 and June 3, 2019 (as amended on June 4, 2019).
You may request a copy of any filings referred to above, at no cost, by contacting CSX at the following address: Nathan D. Goldman, Executive
Vice President, Chief Legal Officer and Corporate Secretary, CSX Corporation, 500 Water Street, 15th Floor, Jacksonville, Florida 32202, telephone
number (904) 359-3200.

S-4
Table of Contents
CSX CORPORATION
CSX, based in Jacksonville, Florida, is one of the nation's leading transportation companies. The Company provides rail-based transportation
services including traditional rail service and the transport of intermodal containers and trailers.
CSX's principal operating subsidiary, CSX Transportation, Inc. ("CSXT"), provides an important link to the transportation supply chain through its
approximately 20,500 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. It 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. This access allows the Company to meet the dynamic transportation needs of
manufacturers, industrial producers, the automotive industry, construction companies, farmers and feed mills, wholesalers and retailers, and energy
producers. 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 with other Class I railroads and approximately 230 short-line and regional railroads. CSXT is also
responsible for the Company's real estate sales, leasing, acquisition and management and development activities after a merger with CSX Real Property,
Inc., a former wholly-owned CSX subsidiary, on July 1, 2017. In addition, as substantially all real estate sales, leasing, acquisition and management and
development activities are focused on supporting railroad operations, all results of these activities are included in operating income beginning in 2017.
Previously, the results of these activities were classified as operating or non-operating based on the nature of the activity and were not material for any prior
periods presented.
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 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. The biggest Transflo markets are chemicals and agriculture, which includes shipments of plastics and ethanol. CSX Technology and other
subsidiaries provide support services for the Company.

S-5
Table of Contents
USE OF PROCEEDS
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
CSX estimates that the net proceeds from the sale of the Notes will be approximately $986.3 million, after deducting our estimated offering expenses
and the underwriting discounts. The net proceeds from the sale of the Notes will be used to fully redeem, upon completion of the offering, CSX's
outstanding 3.700% Notes due October 30, 2020 issued under the senior indenture referred to in the accompanying base prospectus, and for general
corporate purposes, which may include repurchases of CSX's common stock, capital investment, working capital requirements, improvements in
productivity and other cost reductions at CSX's major transportation units.

S-6
Table of Contents
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 2030 Notes will initially be issued in an aggregate principal amount of $400,000,000, and will mature on February 15, 2030. The 2049 Notes
will initially be issued in an aggregate principal amount of $600,000,000, and will mature on September 15, 2049. The Notes of each series will be issued
in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each series of Notes will be issued as senior debt securities under the senior indenture referred to in the accompanying base prospectus. The senior
indenture does not limit the aggregate principal amount of debt securities that may be issued under it. CSX may, from time to time, without the consent of
the holders of the 2030 Notes or the 2049 Notes, issue other debt securities under the senior indenture in addition to the $400,000,000 aggregate principal
amount of the 2030 Notes and the $600,000,000 aggregate principal amount of the 2049 Notes offered hereby. CSX may also, from time to time, without
the consent of the holders of a series of Notes, issue additional debt securities having the same ranking and the same interest rate, maturity and other terms
as the Notes of the respective series. Any additional debt securities having similar terms as the Notes of any series, together with the Notes of the applicable
series, will constitute a single series of debt securities under the senior indenture if such additional debt securities are fungible with the Notes of that series
for U.S. federal income tax purposes. Any additional debt securities that are not fungible with the Notes of the applicable series for U.S. federal income tax
purposes will have a separate CUSIP, ISIN and other identifying number from the applicable series of Notes offered hereby.
The 2030 Notes will bear interest from September 12, 2019, at the annual rate set forth for the 2030 Notes on the cover page of this prospectus
supplement (computed on the basis of a 360-day year of twelve 30-day months), payable semi-annually on February 15 and August 15 of each year,
commencing February 15, 2020, to the persons in whose names the 2030 Notes are registered at the close of business on the immediately
preceding February 1 and August 1, respectively, whether or not that day is a business day.
The 2049 Notes will bear interest from September 12, 2019, at the annual rate set forth for the 2049 Notes on the cover page of this prospectus
supplement (computed on the basis of a 360-day year of twelve 30-day months), payable semi-annually on March 15 and September 15 of each year,
commencing March 15, 2020, to the persons in whose names the 2049 Notes are registered at the close of business on the immediately preceding March
1 and September 1, respectively, whether or not that day is a business day.
The Notes will be unsecured unsubordinated 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

S-7
Table of Contents
to the extent described below under "--Change of Control Repurchase Event." Additionally, the senior indenture does not restrict CSX's ability to incur
additional indebtedness or otherwise affect changes in our capital structure.
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
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 CSX may not, nor may it permit any subsidiary to, create, assume, incur or suffer to exist any mortgage, pledge,
lien, encumbrance, charge or security interest of any kind upon any stock or indebtedness, whether owned on the date of the senior indenture or acquired
later, of any principal subsidiary, to secure any obligation (other than the senior debt securities) of CSX, any subsidiary or any other person, unless all of
the outstanding senior debt securities (and other outstanding debt securities issued from time to time pursuant to the senior indenture) will be directly
secured equally and ratably with that obligation. This provision does not restrict any other property of CSX or our subsidiaries. The senior indenture
defines "obligation" as indebtedness for money borrowed or indebtedness evidenced by a bond, note, debenture or other evidence of indebtedness;
"principal subsidiary" as CSXT; and "subsidiary" as a corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by
CSX or one or more subsidiaries, or by CSX and one or more subsidiaries. The senior indenture does not prohibit the sale by CSX or any subsidiary of any
stock or indebtedness of any subsidiary, including any principal subsidiary.
Optional Redemption
The Notes of each series will be redeemable, in whole or in part, at our option at any time.
If the Notes are redeemed prior to the date that is three months (for the 2030 Notes) or six months (for the 2049 Notes) prior to the applicable
maturity date for such series of Notes, the redemption price for the Notes to be redeemed will equal the greater of the following amounts, plus, in each
case, accrued interest to the redemption date:

·
100% of the principal amount of such Notes; or

·
as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes to be redeemed (not including any portion of any payments of interest accrued as of the redemption

date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined below) plus 15 basis points with
respect to the 2030 Notes and 25 basis points with respect to the 2049 Notes.
If the 2030 Notes or the 2049 Notes are redeemed on or after the date that is three months (for the 2030 Notes) or six months (for the 2049 Notes)
prior to the applicable maturity date for such series of Notes, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of
such Notes, plus accrued interest to the redemption date.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

S-8
Table of Contents
For purposes of the discussion of optional redemption with respect to each series of Notes, the following definitions are applicable:
"Adjusted Treasury Rate" means, with respect to any redemption date:

·
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption

"Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the applicable Notes to be redeemed, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month); or

·
if that release (or any successor release) is not published during the week preceding the calculation date or does not contain those yields, the

rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of the principal amount) equal to the Comparable Treasury Price for that redemption date.
The Adjusted Treasury Rate will be calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the U.S. Treasury security selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the applicable Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of five Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of those Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all of those quotations.
"Independent Investment Banker" means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS
Securities LLC and their respective successors, or if they are unwilling or unable to serve in that capacity, an independent investment and banking
institution of national standing appointed by us.
"Reference Treasury Dealer" means each of:

·
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC and their respective

affiliates and successors; provided that, if any ceases to be a primary U.S. Government securities dealer in the U.S. ("Primary Treasury
Dealer"), we will substitute another Primary Treasury Dealer; and

·
up to four other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding that redemption date.
We will mail notice of any redemption at least 10 days but not more than 60 days before the redemption date to each holder of the Notes to be
redeemed. If we elect to partially redeem the Notes of any series, the

S-9
Table of Contents
trustee will select the Notes of such series to be redeemed in a manner that it deems fair and appropriate, or in accordance with the applicable procedures
of the Depositary (as defined below).
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions of the
Notes called for redemption.
Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs with respect to the Notes of any series, unless we have exercised our right to redeem the Notes of
the applicable series as described above, we will be required to make an offer to each holder of Notes of the applicable series to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's Notes of such series at a repurchase price in cash equal to 101% of the
aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest on such Notes repurchased to, but not including, the date of
repurchase. Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control, but after the public
announcement of the Change of Control, we will mail a notice to each holder of the applicable series of Notes, with a copy to the trustee, describing the
transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes of such series on
the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice
shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control
Repurchase Event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the
Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes of the applicable series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws
or regulations conflict with the Change of Control Repurchase Event provisions of the Notes of the applicable series, we will comply with the applicable
securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of such
Notes by virtue of such conflict or compliance. On the repurchase date following a Change of Control Repurchase Event with respect to a series of Notes,
we will, to the extent lawful:

(1)
accept for payment all Notes or portions of Notes of the applicable series properly tendered pursuant to our offer;

(2)
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes of the applicable

series properly tendered; and

(3)
deliver or cause to be delivered to the trustee the Notes of the applicable series properly accepted, together with an officers' certificate stating

the aggregate principal amount of such Notes being purchased by us.
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
The paying agent will promptly pay to each holder of properly tendered Notes of the applicable series the purchase price for such Notes, and the
trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any
unpurchased portion of any Notes of the applicable series surrendered; provided that each new note will be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof.
We will not be required to make an offer to repurchase with respect to the applicable series of Notes upon a Change of Control Repurchase Event if
a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third
party purchases all of the Notes of the applicable series properly tendered and not withdrawn under its offer.
For purposes of the foregoing description of a repurchase at the option of holders, the following definitions are applicable:
"Below Investment Grade Ratings Event" means, with respect to a series of Notes, that on any day within the 60-day period (which period shall be
extended so long as the rating of such Notes is under publicly

S-10
Table of Contents
announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control; or
(2) public notice of the occurrence of a Change of Control or the intention by CSX to effect a Change of Control, such Notes are rated below Investment
Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment
Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in
rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the reduction
was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred at the time of the ratings event).
"Change of Control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is
that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), other than CSX or our subsidiaries, becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our Voting Stock or
other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of
shares.
"Change of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event.
"Investment Grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of
BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent Investment Grade credit rating from any
additional Rating Agency or Rating Agencies selected by us.
"Moody's" means Moody's Investors Service, Inc.
"Rating Agency" means (1) each of Moody's and S&P; and (2) if any of Moody's or S&P ceases to rate the applicable Notes or fails to make a
rating of such Notes publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" as defined in
Section 3(a)(62) of the Exchange Act, selected by us (as certified by a resolution of the Chief Executive Officer or Chief Financial Officer) as a replacement
agency for Moody's or S&P, or both of them, as the case may be.
"S&P" means S&P Global Ratings, a division of S&P Global Inc.
"Voting Stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such
person that is at the time entitled to vote generally in the election of the board of directors of such person.
The Change of Control Repurchase Event feature of each series of Notes may in certain circumstances make more difficult or discourage a sale or
takeover of CSX and, thus, the removal of incumbent management. Subject to the limitations discussed below, we could, in the future, enter into certain
transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under any series of Notes, but that
could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings on the Notes. Restrictions on
our ability to incur liens are contained in the covenants as described in this prospectus supplement under "Description of Notes--Limitation on Liens on
Stock of CSXT" and in the accompanying prospectus under "Description of Debt Securities--Certain Covenants and Agreements of CSX--Covenant in
the Senior Indenture--Limitation on Liens on Stock of Our Principal Subsidiaries".
We may not have sufficient funds to repurchase all the Notes of the applicable series, or any other outstanding debt securities that we would be
required to repurchase, upon a Change of Control Repurchase Event.

https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

424B2
S-11
Table of Contents
Book-Entry Notes
The Notes of each series will be represented by one or more permanent global Notes in definitive, fully registered form without interest coupons.
Each beneficial interest in a global Note is referred to as a book-entry Note. Each global Note representing book-entry Notes will be deposited with the
trustee, as custodian for, and registered in the name of, a nominee of The Depository Trust Company, as depositary, located in the Borough of Manhattan,
The City of New York (the "Depositary").
The book-entry Notes of each series will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in the Depositary. Investors may elect to hold interests in the book-entry Notes through either the Depositary (in the U.S.) or
Clearstream Banking, société anonyme ("Clearstream Luxembourg"), or Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
(both in Europe) if they are participants of such systems, or indirectly through organizations that are participants in such systems. Clearstream Luxembourg
and Euroclear will hold interests in the Notes on behalf of their participants through customers' securities accounts in Clearstream Luxembourg's and
Euroclear's names on the books of their respective depositaries, which, in turn, will hold such interests in customers' securities accounts in the
depositaries' names on the books of the Depositary. Citibank, N.A. will act as depositary for Clearstream Luxembourg and The Bank of New York
Depository (Nominees) Limited will act as depositary for Euroclear (in such capacities, the "U.S. Depositaries"). The book-entry Notes of each series will
be held in denominations of U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof. Except as set forth below, the global Notes of each series
may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.
Clearstream Luxembourg advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream Luxembourg holds
securities for its participating organizations ("Clearstream Luxembourg Participants") and facilitates the clearance and settlement of securities transactions
between Clearstream Luxembourg Participants through electronic book-entry changes in accounts of Clearstream Luxembourg Participants, thereby
eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to Clearstream Luxembourg Participants, among other
things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.
Clearstream Luxembourg interfaces with domestic markets in several countries.
As a professional depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream Luxembourg
Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, and may include the underwriters. Indirect access to Clearstream Luxembourg is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Luxembourg Participant either
directly or indirectly. Distributions with respect to Notes held beneficially through Clearstream Luxembourg will be credited to cash accounts of
Clearstream Luxembourg Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream
Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V.
(the "Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations
are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and

S-12
Table of Contents
dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that
clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. The Euroclear Operator was launched on
December 31, 2000, and replaced Morgan Guaranty Trust Company of New York as the operator of and banker to the Euroclear system. The Euroclear
Operator has capital of approximately EUR 1 billion. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the
Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively,
the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis, without attribution of
specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear
Participants, and has no record of or relationship with persons holding through Euroclear Participants. Distributions with respect to each series of Notes
held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the
https://www.sec.gov/Archives/edgar/data/277948/000119312519238901/d774183d424b2.htm[9/6/2019 10:11:51 AM]

Document Outline

#1">
- #1">