Csx Corporation · NASDAQ:CSX

Csx — Proxy Contest (May 2008)

56 slides from Csx's proxy contest presentation, May 19, 2008

  1. Slide 1: Relentless Pursuit of Excellence

    Relentless Pursuit of Excellence May 2008 Exhibit 99.1

  2. Slide 2: Presentation Outline

    Presentation Outline 2 Executive Summary Safety and Service Performance Financial Performance Corporate Governance GAAP Reconciliation Appendix

  3. Slide 3: Executive Summary

    Executive Summary

  4. Slide 4: CSX Corporation is a high-performance company

    CSX Corporation is a high-performance company 4 Delivering superior value for all shareholders Leads industry and S&P 500 over one, three and five years Fastest growing company in an attractive industry An industry leader in safety, service and financial performance Driving exceptional long-term fin

  5. Slide 5: CSX leads in value creation

    CSX leads in value creation 5 Our record speaks for itself Delivering strong operating and financial performance Driving fastest rate of growth in an attractive industry Returning capital to shareholders at most aggressive rate among our peers Proof is in shareholder returns – stock appreciation and

  6. Slide 6: CSX delivering industry-leading shareholder value

    CSX delivering industry-leading shareholder value 6 Note: Stock price performance as of April 25, 2008; adjusted for splits One-Year Stock Performance

  7. Slide 7: CSX ranks in top 4% of S&P over three years

    CSX ranks in top 4% of S&P 500 over three years 7 Note: Stock price performance as of April 25, 2008; adjusted for splits

  8. Slide 8: CSX is also market leader over one and five years

    CSX is also market leader over one and five years 8 Note: Stock price performance as of April 25, 2008; adjusted for splits

  9. Slide 9: Industry-leading improvements drive performance

    Industry-leading improvements drive performance 9 Earnings Per Share Operating Margin Operating Income Terminal Dwell Network Velocity Train Accidents Personal Injuries CP CNI UNP BNI NSC CSX Key Measures 2004 – 2007 Growth/Improvement Rankings

  10. Slide 10: First quarter confirms industry-leading momentum

    First quarter confirms industry-leading momentum 420 760 410 1,240 270 10 (30)

  11. Slide 11: Controlling costs through productivity

    Controlling costs through productivity 11 1Q04–1Q08 CAGR 4.9% 1.4% 2.3% 2.2% 0.5% 0.1% Excluding Fuel 8.7% NSC 6.8% BNI 6.6% UNP 5.4% CNI 3.9% CSX 3.6% CP Expense per RTM Rank/Company Note: See GAAP Reconciliation for CSX data; peer comparisons based on railroad financial reports and CSX analysis We

  12. Slide 12: CSX's capitalization has quadrupled since 2004

    CSX’s capitalization has quadrupled since 2004 12 Note: Market capitalization as of April 25, 2008; comparable earnings based on GAAP Reconciliation and First Call data Comparable Q1 2008 Net Earnings Dollars in Millions Q1 2008 Revenues in Billions

  13. Slide 13: Superior financial performance to continue

    Superior financial performance to continue 13 Exceed $1B in 2010 Free Cash Flow Before Dividends Near 30% By 2010 Operating Margin 18%–21% CAGR Earnings Per Share 13%–15% CAGR Operating Income 2008–2010 Targets Note: CAGR’s are off comparable 2007 results; EPS targets are stated before the impact of

  14. Slide 14: Driving value through strategic capital deployment

    Driving value through strategic capital deployment Capital Investment Share Buybacks Dividends 14 Investing $5B through 2010 to support long-term growth Repurchased nearly $3B since 2006 Targeting another $3B by year-end 2009 Nearly tripled the quarterly dividend since 2005 . . . While maintaining a

  15. Slide 15: TCI Group's attacks ignore reality

    TCI Group’s attacks ignore reality 15 Under this management team, CSX’s earnings and margins have been the fastest growing in an attractive industry Stock performance over the last one, three and five years is industry leading and top-tier across the broader S&P 500 CSX is recognized by RiskMetrics

  16. Slide 16: TCI Group's demands would impair value

    TCI Group’s demands would impair value 16 Current Board has presided over industry-leading performance Replace current Board of Directors Investing for long-term growth and value creation Freeze expansion capital spending Managing regulatory concerns; pricing to the market reflecting value of servic

  17. Slide 17: Red flags surround TCI Group's candidates

    Red flags surround TCI Group’s candidates The choice between director slates is clear 17 Tim O’Toole Gary Wilson Alex Behring Chris Hohn Chaired a publicly traded company sold through a distressed sale, and has a career characterized by buyouts Gil Lamphere Led Northwest Airlines into bankruptcy and

  18. Slide 18: Red flags surround TCI's governance approach

    Red flags surround TCI’s governance approach The choice between director slates is clear 18 Chris Hohn alleges TCI is only seeking a “shareholder voice” Yet, Hohn and TCI representatives have provided insight into how the group would use the Board voting block it is seeking TCI has said it will “go

  19. Slide 19: CSX Board expert, diverse and performance driven

    CSX Board expert, diverse and performance driven Compelling Transportation Experience Blue Chip Business Experience Governance and Policy Expertise The choice between director slates is clear 19 Over 100 years of Board experience in rail, financial and industrial companies CSX, Honeywell, Altria, Ha

  20. Slide 20: Incumbents targeted by TCI provide strong expertise

    Incumbents targeted by TCI provide strong expertise The choice between director slates is clear 20 As a medical and healthcare expert, he has served as Chairman of the National Medical Association. His diverse Board experience includes Fortune-500 companies in the transportation, energy, banking, he

  21. Slide 21: CSX's governance ranks among best-in-class

    CSX’s governance ranks among best-in-class “Holy Trinity” of Takeover Defenses Does Not Apply at CSX Other Provisions Are Key to a Strong Governance Foundation 21 No poison pill Board is elected annually; majority vote in uncontested elections Special shareholder meetings can be called by investors

  22. Slide 22: Board and management driving proactive changes

    Board and management driving proactive changes Corporate Restructuring New Management Operational Improvement Balance Sheet Optimization 22 Most aggressive capital structure among its peers Repurchased nearly $3 billion of stock since 2006 Targeting further $3 billion buyback through 2009 Nearly tri

  23. Slide 23: CSX is building lasting shareholder value

    CSX is building lasting shareholder value 23 CSX is driving superior performance for all shareholders Safety, service, financial and value creation Significant momentum is expected to continue Striving for industry leadership across full spectrum This Board of Directors and management team have pres

  24. Slide 24: Safety and Service Performance

    Safety and Service Performance

  25. Slide 25: Recognized industry leader in safety and service

    Recognized industry leader in safety and service 25 Safety performance has improved significantly CSX ranks among leaders in one of nation’s safest industries On-time performance at all-time highs On-time originations up 61% and arrivals up 71% Network reliability driving greater efficiency Shipment

  26. Slide 26: Safety measures improved significantly since 2004

    Safety measures improved significantly since 2004 26 41% Improvement 47% Improvement Source: Federal Railroad Administration Data

  27. Slide 27: Improvements position CSX as an industry leader

    Improvements position CSX as an industry leader . . . 27 Source: 2007 Federal Railroad Administration Data

  28. Slide 28: In one of the nation's safest industries

    . . . in one of the nation’s safest industries 28 Note: Incidence rates of total recordable cases of nonfatal occupational injuries and illnesses are per 100 full-time workers

  29. Slide 29: On-time performance at all-time highs

    On-time performance at all-time highs 29 61% Increase 71% Increase

  30. Slide 30: Network efficiency approaching all-time best levels

    Network efficiency approaching all-time best levels 30 21% Improvement 5% Increase

  31. Slide 31: Customers recognize CSX's excellent performance

    Customers recognize CSX’s excellent performance 31 CSX ranks among industry leaders in overall satisfaction Correlates to internal operating measure gains Strong service supports pricing initiatives Source: Survey of CSX customers by a leading independent third-party surveyor

  32. Slide 32: Customer awards are numerous and diverse

    Customer awards are numerous and diverse 32 Schneider National names CSX carrier of the year (2007) Ford names CSX carrier of the year (2007) Landstar Global Logistics names CSX carrier of the year (2006) C.H. Robinson names CSX carrier of the year (2007) Hyundai recognizes CSX with Club Elite award

  33. Slide 33: Financial Performance

    Financial Performance

  34. Slide 34: Producing superior financial performance

    Producing superior financial performance 34 Significantly increasing core earning power More than doubled operating income; nearly tripled earnings per share from continuing operations since 2004 Driving margin expansion through price and productivity Comparable operating margins nearly doubled sinc

  35. Slide 35: Operating income more than doubled since 2004

    Operating income more than doubled since 2004 35 28% CAGR 11% S&P 500 15% NSC 17% CNI 18% BNI 22% CP 28% CSX 30% UNP 2004-2007 CAGR Rank/Company Note: See GAAP Reconciliation for CSX data; peer comparisons based on First Call data

  36. Slide 36: Operating margins nearly doubled since 2004

    Operating margins nearly doubled since 2004 36 900 bps (90) bps S&P 500 290 bps BNI 330 bps CNI 410 bps NSC 450 bps CP 810 bps UNP 900 bps CSX 2004-2007 Improvement Rank/Company Note: See GAAP Reconciliation for CSX data; peer comparisons based on First Call data

  37. Slide 37: Targeting margins among industry leaders by 2010

    Targeting margins among industry leaders by 2010 37 Near 30% 900 bps 500 – 800 bps Note: See GAAP Reconciliation for CSX data; peer comparisons based on First Call data

  38. Slide 38: Earnings per share nearly tripled since 2004

    Earnings per share nearly tripled since 2004 38 39% CAGR 8% S&P 500 20% NSC 22% BNI 24% CNI 32% CP 34% UNP 39% CSX 2004-2007 CAGR Rank/Company Note: See GAAP Reconciliation for CSX data; peer comparisons based on First Call data

  39. Slide 39: Continued strong financial performance expected

    Continued strong financial performance expected 39 Exceed $1B in 2010 Free Cash Flow Before Dividends Near 30% By 2010 Operating Margin 18%–21% CAGR Earnings Per Share 13%–15% CAGR Operating Income 2008–2010 Targets Note: CAGR’s are off comparable 2007 results; EPS targets are stated before the impa

  40. Slide 40: Key investments will support long-term growth

    Key investments will support long-term growth 40 Infrastructure 60% Track Structures Equipment 20% Locomotives Freight cars Strategic 20% Technology Network capacity Terminal capacity Note: Capital spending excludes capital related to Hurricane Katrina and The Greenbrier

  41. Slide 41: Recent actions reflect strong confidence in CSX

    Recent actions reflect strong confidence in CSX 41 $3.0 Billion Share Buyback Program Builds on nearly $3 billion repurchased since 2006 Consistent with BBB-/Baa3 capital structure objectives Targeting completion by year-end 2009 20% Increase Quarterly Dividend Nearly Tripled Since 2005

  42. Slide 42: Corporate Governance

    Corporate Governance

  43. Slide 43: Board presides over nation-critical business

    Board presides over nation-critical business 43 New Orleans Chicago St Louis Memphis Network serves all major eastern U.S. markets Two-thirds of U.S. population Three-fourths of U.S. consumption Ships life-essential goods that: Build and power homes Feed and clothe families Support economic growth S

  44. Slide 44: CSX Board expert, diverse and performance driven

    CSX Board expert, diverse and performance driven Compelling Transportation Experience Blue Chip Business Experience Governance and Policy Expertise Mgmt Independence And Performance Driven 44 No social relationships exist between Board members and management The Board has rigorous succession plannin

  45. Slide 45: CSX's Board is a leader in governance

    CSX’s Board is a leader in governance 45 CSX has presiding independent director with delineated duties Consistent with prevailing practice in the United States CSX has a strong independent board CEO is the only management director, with eleven outside directors Best practices already in place at CSX

  46. Slide 46: TCI does not meet business or shareholder needs

    TCI does not meet business or shareholder needs TCI Group CSX Corporation 46 Advocated proposals that create an “event” and sacrifice results Certain proposals have drawn negative rating agency and congressional reaction Lacks understanding of CSX’s business model and the rail industry in general Ha

  47. Slide 47: CSX Board and management delivering value

    CSX Board and management delivering value 47 Proven record of delivering value to shareholders Superior stock performance, investing for long-term growth, nearly tripled dividends, targeting nearly $6 billion of buybacks between 2006 and 2009 Presiding over fastest growing company in an attractive i

  48. Slide 48: GAAP Reconciliation

    GAAP Reconciliation

  49. Slide 49: GAAP Reconciliation

    GAAP Reconciliation 49 CSX reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures used to manage the company’s business that fall within the meaning of Regulation G (Disclosure of Non-G

  50. Slide 50: GAAP reconciliation to comparable results

    GAAP reconciliation to comparable results 50 $ 2.70 $ 2.22 $ 1.70 $ 1.00 Comparable EPS From Continuing Operations ) $ 2.74 (0.04 - - - - ) ) ) $ 2.82 (0.22 (0.06 (0.32 - - ) $ 1.59 - - (0.16 0.27 - ) $ 0.94 - (0.04 - - 0.10 EPS From Continuing Operations Less Gain on Insurance Recoveries Less Gain

  51. Slide 51: Appendix

    Appendix

  52. Slide 52: Comparison of capital spending relative to revenue

    Comparison of capital spending relative to revenue 52 Note: Capital spending based on CSX analysis

  53. Slide 53: CSX demonstrates environmental leadership

    CSX demonstrates environmental leadership 53 First railroad to join EPA’s Climate Leaders program Charter member of SmartWay Transport Partnership EPA SmartWay Excellent Award winner in 2007 Association of American Railroads environmental leader AAR Chafee Environmental Excellence Award for five of

  54. Slide 54: CSX recognized as progressive employer

    CSX recognized as progressive employer 54 City Year National Sponsor – Supporting eight major cities DiversityInc – Top 50 Company for Diversity G.I. Jobs Magazine – Top 50 Company Black MBA Magazine – Top Company for Black MBA’s to Work CollegeGrad.com – Top 500 Entry Level Company Hispanic Busines

  55. Slide 55: Proxy Statement Disclosure

    Proxy Statement Disclosure 55 Important Information In connection with the solicitation of proxies, CSX Corporation ("CSX") has filed with the SEC and mailed to shareholders a definitive proxy statement dated April 25, 2008 in connection with its 2008 Annual Meeting. Security holders are strongly ad

  56. Slide 56: Forward-Looking Disclosure

    Forward-Looking Disclosure 56 This presentation and other statements by the company 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 ot

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