8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2010

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-08022	62-1051971
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

500 Water Street 15th Floor Jacksonville, Florida	32202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (904) 359-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01        OTHER EVENTS

On February 22, 2010 the registrant, CSX Corporation, issued a press release announcing the commencement of private offers that are exempt from the registration requirements of the Securities Act of 1933, as amended, to exchange certain of its outstanding debt securities for new 6.220% Notes due 2040 and cash.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibit

         99.1        Press release of CSX Corporation, dated February 22, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CSX CORPORATION
	By:	/s/ David A. Boor
	Name:	David A. Boor
	Title :	Vice President - Tax and Treasurer
Date:  February 22, 2010

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of CSX Corporation, dated February 22, 2010

EX-99.1

Exhibit 99.1

Contact:

David Baggs, Investor Relations

904-359-4812

 

CSX Corporation Announces Offers to Exchange Outstanding Debt

Securities for New Notes and Cash

Jacksonville, Fla. – February 22, 2010 – CSX Corporation (NYSE:CSX; and “CSX”) today announced the commencement of private offers to exchange certain of its outstanding debt securities (the “Existing Notes”) for a new series of 6.220% Notes due 2040 (the “New Notes”) and cash (the “Exchange Offers”).

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in the offering memorandum dated February 22, 2010 and the related letter of transmittal. The Exchange Offers are only made, and copies of the offering documents will only be made available, to a holder of the Existing Notes who has certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933 (the "Securities Act"), or (2) a person who is not a “U.S. person” as defined under Regulation S under the Securities Act (each, an “Eligible Holder”).

CSX is offering to Eligible Holders of its 7.450% Notes due 2038, 7.950% Debentures due 2027 and 8.625% Debentures due 2022 (collectively, the “First Priority Existing Notes”), the opportunity to exchange any and all of their First Priority Existing Notes for New Notes and cash.

In addition, CSX is offering to Eligible Holders of its 8.100% Debentures due 2022 and 7.900% Debentures due 2017 (collectively, the “Second Priority Existing Notes”), the opportunity to exchange up to an aggregate principal amount of their Second Priority Existing Notes equal to (i) $660,000,000 less (ii) the aggregate principal amount of First Priority Existing Notes exchanged pursuant to the Exchange Offers for New Notes and cash.

The Exchange Offers are subject to certain conditions, including the requirement that CSX receive valid tenders, not validly withdrawn, of at least $400,000,000 aggregate principal amount of Existing Notes.

Eligible Holders of each series of Existing Notes who tender their Existing Notes at or before 5:00 p.m. New York City time on March 5, 2010, subject to extension (the "Early Exchange Date"), will receive an additional early exchange premium.

The Exchange Offers will expire at 11:59 p.m., New York City time, on March 19, 2010, unless extended or terminated. Tenders of Existing Notes in the Exchange Offers may be validly withdrawn at any time prior to the Early Exchange Date, but will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offers after the Early Exchange Date will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law.

The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offers are being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Documents relating to the Exchange Offers will only be distributed to holders of Existing Notes who complete and return a letter of eligibility confirming that they are within the category of eligible investors for the Exchange Offers. Holders of Existing Notes who desire a copy of the eligibility letter may contact D.F. King & Co., Inc., the information agent for the Exchange Offers, at (800) 714-3312.

Forward-looking statements

This information and other statements by the company may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, cost-savings, expenses, or other financial items; statements of management’s plans, strategies and objectives for future operation, and management’s expectations as to future performance and operations and the time by which objectives will be achieved; statements concerning proposed new products and services; and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. Forward-looking statements speak only as of the date they are made, and 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.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by any forward-looking statements include, among others; (i) the company’s success in implementing its financial and operational initiatives; (ii) changes in domestic or international economic or business conditions, including those affecting the rail industry (such as the impact of industry competition, conditions, performance and consolidation); (iii) legislative or regulatory changes; (iv) the inherent business risks associated with safety and security; (v) the outcome of claims and litigation involving or affecting the company; and (vi) natural events such as severe weather conditions or pandemic health crises. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the company’s SEC reports, accessible on the SEC’s website at www.sec.gov.