Filed Pursuant to Rule 424(b)(2)
Registration number 333-262788
(In the Prospectus dated February 16, 2022)
$950,000,000 4.100% Notes Due 2032
$900,000,000 4.500% Notes Due 2052
$150,000,000 4.650% Notes due 2068
We are offering $950,000,000 in aggregate principal amount of 4.100% Notes Due 2032 (the “2032 Notes”), $900,000,000 aggregate principal amount of 4.500% Notes Due 2052 (the 2052 Notes”) and an additional issuance in aggregate principal amount of $150,000,000 of our 4.650% Notes due 2068, of which an aggregate principal amount of $350,000,000 was previously issued (the “2068 Notes existing”). The 2068 Notes offered by this Prospectus Supplement will be fungible with the Existing 2068 Notes and will be of the same series as the Existing 2068 Notes for all purposes under the Senior Indenture and together are referred to in the this Prospectus Supplement the “2068 Notes”, unless the context otherwise requires. We collectively refer to the three series of Notes offered hereby as our “Tickets”.
The 2032 Bonds will mature on November 15, 2032, the 2052 Bonds will mature on November 15, 2052 and the 2068 Bonds will mature on March 1, 2068. Interest is payable on the 2032 Bonds on May 15 and November 15 of each year , commencing November 15, 2022. Interest is payable on the 2052 Notes on May 15 and November 15 of each year, commencing November 15, 2022. Interest is payable on the 2068 Notes offered hereby on March 1 and September of each year, beginning on 1, 2022. Interest on the Bonds will accrue from July 28, 2022, in the case of the 2032 Bonds and the 2052 Bonds, and from March 1, 2022, in the case of the 2068 Bonds offered hereby. We may redeem the Notes of any series, in whole or in part, at any time at the redemption prices set forth under “Description of the Notes — Optional Redemption”.
The Notes will be senior obligations of our company and will rank pari passu with all of our other senior unsecured 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 of The Depository Trust Company. Notes of each series will be issued in denominations of $2,000 and in integral multiples of $1,000 in excess.
Investing in these Notes involves risks. See the risks described as risk factors in Section 1A of our annual report on form 10-K for the year ended December 31, 2021, as may be amended, updated and modified from time to time in our reports filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus supplement or the accompanying prospectus is true or complete. Any representation to the contrary is a criminal offence.
|Price to the public(1)||Subscription discounts||Product for us(1)|
Per banknote of 2032
2032 Tickets Total
Per banknote of 2052
2052 Tickets Total
Per banknote of 2068
2068 Tickets Total
|$||143,445,000||$||1,312,500||$||142 132 500|
In the case of the 2032 Bonds and the 2052 Bonds, plus accrued interest from July 28, 2022 to the settlement date, if settlement occurs after that date.
In the case of the 2068 Bonds offered hereby, plus accrued interest from March 1, 2022.
CSX will not seek to list the Notes on any stock exchange or include them in an automated trading system.
We anticipate delivery of the Notes to investors on or about July 28, 2022, through The Depository Trust Company’s book-entry only system for the accounts of its participants, including Euroclear Bank SA/NV, in as operator of the Euroclear system, and Clearstream Banking, anonimous society.
|Barclays||BofA securities||Citigroup||Morgan Stanley||UBS Investment Bank|
|Swiss credit||JP Morgan||Mizuho Titles|
|PNC Capital Markets LLC||Siebert Williams rod|
July 21, 2022