Csx Corporation · NASDAQ:CSX

Csx — Proxy Contest (May 2008)

56 slides from Csx's proxy contest presentation, May 2, 2008

  1. Slide 1: Relentless Pursuit of Excellence May 2008

    Relentless Pursuit of Excellence May 2008 Exhibit 99.1

  2. Slide 2: Proxy Statement Disclosure

    Proxy Statement Disclosure 2 Important Information In connection with the 2008 annual meeting of shareholders, CSX Corporation ("CSX") has filed with the SEC and is mailing to shareholders a definitive Proxy Statement dated April 25, 2008. Security holders are strongly advised to read the definitive

  3. Slide 3: Forward-Looking Disclosure

    Forward-Looking Disclosure 3 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 oth

  4. Slide 4: Presentation Outline

    Presentation Outline 4 Executive Summary Safety and Service Performance Financial Performance Corporate Governance GAAP Reconciliation Disclosure Appendix

  5. Slide 5: Executive Summary

    Executive Summary

  6. Slide 6: CSX Corporation is a high-performance company

    CSX Corporation is a high-performance company 6 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

  7. Slide 7: CSX leads in value creation

    CSX leads in value creation 7 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

  8. Slide 8: CSX delivering industry-leading shareholder value

    CSX delivering industry-leading shareholder value 8 Note: Stock price performance as of April 25, 2008; adjusted for splits One-Year Stock Performance

  9. Slide 9: CSX ranks in top 4% of S&P over three years

    CSX ranks in top 4% of S&P 500 over three years 9 Note: Stock price performance as of April 25, 2008; adjusted for splits

  10. Slide 10: CSX is also market leader over one and five years

    CSX is also market leader over one and five years 10 Note: Stock price performance as of April 25, 2008; adjusted for splits

  11. Slide 11: Industry-leading improvements drive performance

    Industry-leading improvements drive performance 11 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

  12. Slide 12: First quarter confirms industry-leading momentum

    First quarter confirms industry-leading momentum 420 760 410 1,240 270 12 (30)

  13. Slide 13: Controlling costs through productivity

    Controlling costs through productivity 13 1Q04–1Q08 CAGR 4.6% 1.4% 2.5% 2.2% 0.2% 0.0% Excluding Fuel 8.7% NSC 6.8% BNI 6.6% UNP 5.8% CNI 3.9% CSX 3.6% CP Expense per RTM Rank/Company Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data Western Rails Eastern Rails Ca

  14. Slide 14: CSX now third most valuable and profitable railroad

    CSX now third most valuable and profitable railroad 14 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

  15. Slide 15: Superior financial performance to continue

    Superior financial performance to continue 15 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

  16. Slide 16: Driving value through strategic capital deployment

    Driving value through strategic capital deployment Capital Investment Share Buybacks Dividends 16 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

  17. Slide 17: TCI Group's baseless attacks ignore reality

    TCI Group’s baseless attacks ignore reality 17 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 Ris

  18. Slide 18: TCI Group's demands would impair value

    TCI Group’s demands would impair value 18 Investing for long-term growth and value creation Freeze expansion capital spending Current Board has presided over industry-leading performance Replace current Board of Directors Managing regulatory concerns; pricing to the market reflecting value of servic

  19. Slide 19: Red flags surround TCI Group's candidates

    Red flags surround TCI Group’s candidates The choice between director slates is clear 19 Chris Hohn As evidenced by the wide ranging demands of CSX, he has a “special interest” agenda. We note that he resigned from a U.K. board in the face of allegations of conflict of interest last year Alex Behrin

  20. Slide 20: Red flags surround TCI's governance approach

    Red flags surround TCI’s governance approach The choice between director slates is clear 20 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

  21. Slide 21: 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 21 Over 100 years of Board experience in rail, financial and industrial companies CSX, Honeywell, Altria, Ha

  22. Slide 22: Incumbents targeted by TCI provide strong expertise

    Incumbents targeted by TCI provide strong expertise The choice between director slates is clear 22 Elizabeth Bailey Key role in the deregulation of the airline industry as Vice Chairman of the Civil Aeronautics Board. She is a nationally recognized transportation and economics policy expert, and her

  23. Slide 23: 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 23 No poison pill Board is elected annually; majority vote in uncontested elections Special shareholder meetings can be called by investors

  24. Slide 24: CSX is building lasting shareholder value

    CSX is building lasting shareholder value 24 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

  25. Slide 25: Safety and Service Performance

    Safety and Service Performance

  26. Slide 26: Recognized industry leader in safety and service

    Recognized industry leader in safety and service 26 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

  27. Slide 27: Safety measures improved significantly since 2004

    Safety measures improved significantly since 2004 27 41% Improvement 47% Improvement Source: Federal Railroad Administration Data

  28. Slide 28: Improvements position CSX as an industry leader

    Improvements position CSX as an industry leader . . . 28 Source: 2007 Federal Railroad Administration Data

  29. Slide 29: In one of the nation's safest industries

    . . . in one of the nation’s safest industries 29 Note: Incidence rates of total recordable cases of nonfatal occupational injuries and illnesses are per 100 full-time workers

  30. Slide 30: On-time performance at all-time highs

    On-time performance at all-time highs 30 61% Increase 71% Increase

  31. Slide 31: Network efficiency approaching all-time best levels

    Network efficiency approaching all-time best levels 31 21% Improvement 5% Increase

  32. Slide 32: Customers recognize CSX's excellent performance

    Customers recognize CSX’s excellent performance 32 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

  33. Slide 33: Customer awards are numerous and diverse

    Customer awards are numerous and diverse 33 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

  34. Slide 34: Financial Performance

    Financial Performance

  35. Slide 35: Producing superior financial performance

    Producing superior financial performance 35 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

  36. Slide 36: Operating income more than doubled since 2004

    Operating income more than doubled since 2004 36 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

  37. Slide 37: Operating margins nearly doubled since 2004

    Operating margins nearly doubled since 2004 37 900 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

  38. Slide 38: Targeting margins among industry leaders by 2010

    Targeting margins among industry leaders by 2010 38 Near 30% 900 bps 500 – 800 bps Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data

  39. Slide 39: Earnings per share nearly tripled since 2004

    Earnings per share nearly tripled since 2004 39 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

  40. Slide 40: Continued strong financial performance expected

    Continued strong financial performance expected 40 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

  41. Slide 41: Key investments will support long-term growth

    Key investments will support long-term growth 41 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

  42. Slide 42: Recent actions reflect strong confidence in CSX

    Recent actions reflect strong confidence in CSX 42 $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

  43. Slide 43: Corporate Governance

    Corporate Governance

  44. Slide 44: Board presides over nation-critical business

    Board presides over nation-critical business 44 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

  45. Slide 45: 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 45 No social relationships exist between Board members and management The Board has rigorous succession plannin

  46. Slide 46: CSX's Board is a leader in governance

    CSX’s Board is a leader in governance 46 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

  47. Slide 47: Board and management driving proactive changes

    Board and management driving proactive changes Corporate Restructuring New Management Operational Improvement Balance Sheet Optimization 47 Most aggressive capital structure among its peers Repurchased nearly $3 billion of stock since 2006 Targeting further $3 billion buyback through 2009 Nearly tri

  48. Slide 48: TCI does not meet business or shareholder needs

    TCI does not meet business or shareholder needs TCI Group CSX Corporation 48 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

  49. Slide 49: CSX Board and management delivering value

    CSX Board and management delivering value 49 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

  50. Slide 50: GAAP Reconciliation Disclosure

    GAAP Reconciliation Disclosure

  51. Slide 51: GAAP Reconciliation Disclosure

    GAAP Reconciliation Disclosure 51 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 (Disclosu

  52. Slide 52: GAAP reconciliation to comparable results

    GAAP reconciliation to comparable results 52 $ 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

  53. Slide 53: Appendix

    Appendix

  54. Slide 54: Comparison of capital spending relative to revenue

    Comparison of capital spending relative to revenue 54

  55. Slide 55: CSX demonstrates environmental leadership

    CSX demonstrates environmental leadership 55 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

  56. Slide 56: CSX recognized as progressive employer

    CSX recognized as progressive employer 56 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

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