Relentless Pursuit of Excellence
May 2008
Exhibit 99.1
Proxy Statement Disclosure
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 Proxy Statement because it contains important information. Security holders may obtain a free copy of the
definitive Proxy Statement and any other documents filed by CSX with the SEC at the SEC’s website at www.sec.gov.
The definitive Proxy Statement and these other documents may also be obtained for free from CSX by directing a
request to CSX Corporation, Attn: Investor Relations, David Baggs, 500 Water Street C110, Jacksonville, FL 32202.
Certain Information Concerning Participants
CSX, its directors, director nominee and certain named executive officers and employees may be deemed to be
participants in the solicitation of CSX’s security holders in connection with its 2008 Annual Meeting. Security holders
may obtain information regarding the names, affiliations and interests of such individuals in CSX’s definitive Proxy
Statement.
2
Forward-Looking Disclosure
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 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,” 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 these forward-looking statements. Factors that may cause actual results to
differ materially from those contemplated by these 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; and (v) the outcome of claims and litigation involving or affecting the company. 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 and the company’s
website at www.csx.com.
3
Presentation Outline
Executive Summary
Safety and Service Performance
Financial Performance
Corporate Governance
GAAP Reconciliation Disclosure
Appendix
4
Executive Summary
CSX Corporation is a high-performance company
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 financial performance
Most extensive and aggressive guidance in the industry
CSX’s strong Board and governance is the
foundation of the company’s superior performance
6
CSX leads in value creation
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 dividend growth
We are committed to maximizing shareholder
returns and remain fully accountable to all shareholders
7
CSX delivering industry-leading shareholder value
Note: Stock price performance as of April 25, 2008; adjusted for splits
One-Year Stock Performance
8
CSX ranks in top 4% of S&P 500 over three years
Note: Stock price performance as of April 25, 2008; adjusted for splits
9
CSX is also market leader over one and five years
Note: Stock price performance as of April 25, 2008; adjusted for splits
10
Industry-leading improvements drive performance
3
4
2
5
6
1
Earnings Per Share
3
5
2
6
4
1
Operating Margin
3
5
1
4
6
2
Operating Income
1
4
3
5
6
2
Terminal Dwell
6
4
3
2
5
1
Network Velocity
5
6
3
4
2
1
Train Accidents
4
2
3
6
5
1
Personal Injuries
CP
CNI
UNP
BNI
NSC
CSX
Key Measures
2004 – 2007 Growth/Improvement Rankings
11
First quarter confirms industry-leading momentum
420
760
410
1,240
270
(30)
12
Controlling costs through productivity
1Q04–1Q08 CAGR
4.6%
1.4%
2.5%
2.2%
0.2%
0.0%
Excluding
Fuel
8.7%
6
NSC
6.8%
5
BNI
6.6%
4
UNP
5.8%
3
CNI
3.9%
2
CSX
3.6%
1
CP
Expense
per RTM
Rank/Company
Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data
Western
Rails
Eastern
Rails
Canadian
Rails
13
CSX now third most valuable and profitable railroad
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
14
Superior financial performance to continue
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 share buybacks
15
Driving value through strategic capital deployment
Capital
Investment
Investing $5B through
2010 to support
long-term growth
Share
Buybacks
Repurchased nearly
$3B since 2006
Targeting another $3B
by year-end 2009
Dividends
Nearly tripled the
quarterly dividend
since 2005
. . . While maintaining an investment grade profile
Growing Free Cash Flow and
Improving Return on Invested Capital . . .
16
TCI Group’s baseless attacks ignore reality
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 and others as a leader in
corporate governance
CSX is recognized as an industry leader in safety, customer
service and financial performance
Given the CSX Board and management track record, support of
TCI Group’s dissident slate could harm the value of your investment
17
TCI Group’s demands would impair value
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 service
Increase customer
prices 7% annually
Repurchased nearly $3B since
2006; further $3B targeted by
year-end 2009
Annual stock
buyback of 20%
for five years
CSX stock price has significantly
exceeded proposed LBO price
Leveraged Buyout
CSX Status
Negative
Credit Impacts
Ignores
Risk Impacts
Flawed
Assumptions
Sacrifices
LT Potential
Proposal
Statements made by Chris Hohn and TCI have fueled support in
Congress for re-regulation, which would destroy shareholder value
18
Red flags surround TCI Group’s candidates
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 Behring
Only relevant experience comes from Brazilian railroad that is both a fraction of the size of CSX and has a safety
record that is abysmal compared to all U.S. railroads
Tim O’Toole
During the period that he has led the London Underground subway system, its service performance has declined
sharply and government funding required for operations has increased over 600%
Gary Wilson
Led Northwest Airlines into bankruptcy and sold more than 75% of his shares in the months immediately leading
up to the bankruptcy filing
Gil Lamphere
Chaired a publicly traded company sold through a distressed sale, and has a career characterized by buyouts
The choice between director slates is clear
19
Red flags surround TCI’s governance approach
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 to war” and that there are “no limits” to what they will
do if CSX does not comply with their demands
TCI has said it would ultimately undertake to change out the entire CSX
Board if necessary to achieve its undisclosed agenda
The choice between director slates is clear
20
CSX Board expert, diverse and performance driven
Compelling
Transportation
Experience
Blue Chip
Business
Experience
Governance and
Policy Expertise
Over 100 years of Board experience in rail, financial and industrial companies
CSX, Honeywell, Altria, Hartford, Dominion Resources, Southern Company,
Ashland, PNC, Bank of New York, SunTrust, Smithfield, Constellation
Need for diverse experience reflects regulated history and attributes of railroads
Seven current and former CEO’s; including Michael Ward
CEO and COO experience spans rail, financial and industrial companies
CSX, Illinois Central, Florida East Coast, Southern Company, Haskell, PHH
Citi Alternative Investments, Mercantile Bankshares, AEGON, Cendant
Michael Ward and John McPherson each have 30 years of railroad experience
Elizabeth Bailey was a key leader in airline deregulation and is nationally
recognized as a transportation and economics policy expert
John Breaux is a transportation policy expert with strong U.S. Senate experience
The choice between director slates is clear
21
Incumbents targeted by TCI provide strong expertise
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 Board experience includes
Fortune-500 companies in the transportation, banking, technology, agricultural and food products industries
Steven Halverson
Chief Executive Officer of a major commercial development firm, with substantial infrastructure expertise in the
eastern U.S. He presides over a company that is involved in a diverse array of industries, including ethanol,
real estate development, and building products, which are critical to CSX’s business strategies
Robert Kunisch
Career spans private equity and CEO of a major business services provider. His Board experience includes
Fortune-500 companies in the transportation, aerospace, financial services and banking industries
William Richardson
As an economics policy expert, he is the former president of Johns Hopkins University and former Chairman
and President of the W.K. Kellogg Foundation. His Board experience includes Fortune-500 companies in the
transportation, energy and banking industries
Frank Royal
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, healthcare,
and food products industries
The choice between director slates is clear
22
CSX’s governance ranks among best-in-class
No poison pill
Board is elected annually; majority vote
in uncontested elections
Special shareholder meetings can be
called by investors holding 15% of
outstanding common shares
No supermajority vote required
Strong independent board (11 of 12
members are outside directors)
Presiding independent director with
delineated responsibilities
Executive severance payments limited
to 2.99 annual compensation
“Holy Trinity” of
Takeover Defenses
Does Not Apply at CSX
Other Provisions
Are Key to a Strong
Governance Foundation
RiskMetrics
Corporate Governance Quotient
Transportation Industry 99.0%
S&P 500 93.2%
23
CSX is building lasting shareholder value
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
presided over this substantial performance
CSX’s Board of Directors’ transportation and governance
experience is world-class
Board oversight and management team execution
are delivering superior performance for shareholders
24
Safety and Service Performance
Recognized industry leader in safety and service
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
Shipments are moving more quickly across the network
Overall customer satisfaction at all-time highs
CSX ranks among industry leaders in overall service quality
26
Safety measures improved significantly since 2004
41%
Improvement
47%
Improvement
Source: Federal Railroad Administration Data
27
Improvements position CSX as an industry leader . . .
Source: 2007 Federal Railroad Administration Data
28
. . . in one of the nation’s safest industries
Note: Incidence rates of total recordable cases of nonfatal occupational injuries and illnesses are per 100 full-time workers
29
On-time performance at all-time highs
61%
Increase
71%
Increase
30
Network efficiency approaching all-time best levels
21%
Improvement
5%
Increase
31
Customers recognize CSX’s excellent performance
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
Customer awards are numerous and diverse
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 for superior
service (2006-2007)
33
Financial Performance
Producing superior financial performance
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 since 2004
Targeting strong double-digit growth through 2010
Further margin expansion and Free Cash Flow generation
Note: See GAAP reconciliation for CSX data
35
Operating income more than doubled since 2004
28%
CAGR
11%
7
S&P 500
15%
6
NSC
17%
5
CNI
18%
4
BNI
22%
3
CP
28%
2
CSX
30%
1
UNP
2004-2007
CAGR
Rank/Company
Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data
36
Operating margins nearly doubled since 2004
900 bps
(90) bps
7
S&P 500
290 bps
6
BNI
330 bps
5
CNI
410 bps
4
NSC
450 bps
3
CP
810 bps
2
UNP
900 bps
1
CSX
2004-2007
Improvement
Rank/Company
Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data
37
Targeting margins among industry leaders by 2010
Near
30%
900 bps
500 – 800 bps
Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data
38
Earnings per share nearly tripled since 2004
39%
CAGR
8%
7
S&P 500
20%
6
NSC
22%
5
BNI
24%
4
CNI
32%
3
CP
34%
2
UNP
39%
1
CSX
2004-2007
CAGR
Rank/Company
Note: See GAAP reconciliation for CSX data; peer comparisons based on First Call data
39
Continued strong financial performance expected
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 share buybacks
40
Key investments will support long-term growth
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
Recent actions reflect strong confidence in CSX
$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
Corporate Governance
New Orleans
Chicago
St Louis
Memphis
Board presides over nation-critical business
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
Serves national interest
Carries most commuters/passengers
Largest shipper of U.S. military cargo
Source: Global Insight
2006 Population in Major Metropolitan Areas
GT 10 Million
5 – 10 Million
3 – 5 Million
1 – 2 Million
2 – 3 Million
Miami
New York
Jacksonville
Tampa
Orlando
Atlanta
Baltimore
Philadelphia
Washington
Boston
44
CSX Board expert, diverse and performance driven
Compelling
Transportation
Experience
Blue Chip
Business
Experience
Governance and
Policy Expertise
Mgmt Independence
And Performance
Driven
No social relationships exist between Board members and management
The Board has rigorous succession planning process
All executive incentive compensation programs are performance-based
Over 100 years of Board experience in rail, financial and industrial companies
CSX, Honeywell, Altria, Hartford, Dominion Resources, Southern Company,
Ashland, PNC, Bank of New York, SunTrust, Smithfield, Constellation
Need for diverse experience reflects regulated history and attributes of railroads
Seven current and former CEO’s; including Michael Ward
CEO and COO experience spans rail, financial and industrial companies
CSX, Illinois Central, Florida East Coast, Southern Company, Haskell, PHH
Citi Alternative Investments, Mercantile Bankshares, AEGON, Cendant
Michael Ward and John McPherson each have 30 years of railroad experience
Elizabeth Bailey was a key leader in airline deregulation and is nationally
recognized as a transportation and economics policy expert
John Breaux is a transportation policy expert with strong U.S. Senate experience
45
CSX’s Board is a leader in governance
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
Key Board committees are comprised solely of independent directors
Election of entire Board is conducted annually
Majority election of Board in uncontested elections is required
No supermajority vote required
Ability of 15% of shareholders to call a special meeting
Executive severance payments capped at 2.99 times annual compensation
No poison pill
46
Board and management driving proactive changes
Most aggressive capital
structure among its peers
Repurchased nearly $3
billion of stock since 2006
Targeting further $3 billion
buyback through 2009
Nearly tripled quarterly
dividend since 2005
ONE Plan implemented
during 2004
Rebuilt safety and
service culture
Now rank among industry
leaders in safety and
customer service
Initiating Total Service
Integration (TSI) to take
operations to next level
Michael Ward elected
Chairman & CEO in 2003
New executive team put in
place during 2003-2004
Management restructuring
completed in 2004
Reduced management
positions 25%
Hired new talent to
diversify workforce
Acquired New York
Central assets of Conrail
Divested American
Commercial Lines
Sold Sea-Land
International assets
Sold CTI Logistics
Divested Horizon Lines
Sold CSX World Terminals
Corporate
Restructuring
New
Management
Operational
Improvement
Balance Sheet
Optimization
Over last three years, increased stock price 208%, more than
doubled operating income, and nearly tripled earnings per share
Note: Stock price performance as of April 25, 2008 and adjusted for splits; operating income and EPS data is 2004 – 2007
47
TCI does not meet business or shareholder needs
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
Has not brought forward any new ideas
that create sustainable shareholder value
Demands have changed dramatically and
cannot be reconciled with cogent strategy
TCI Group
CSX Corporation
Stock performance is industry leading and
top-tier across broader S&P 500
Credit profile optimized at BBB-/Baa3;
recognize all constituents vital to business
Industry-leading improvements in all
safety, service and financial measures
Strategies and plans are in place to drive
further industry-leading improvements
Business plans include aggressive return
of capital and best-in-class improvements
TCI Group nominees are not in the best interest of all shareholders
48
CSX Board and management delivering value
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 industry
Leads industry in safety, service and financial improvement
Recognized among industry leaders in safety and service
Knowledge and expertise in place to continue strong improvement
Diverse background already in place for presiding over dynamic business
Corporate governance practices recognized among best-in-class
Constructive tension between Board and management in place to drive value
The CSX Board has a proven track record and is a market leader in
corporate governance. Support the CSX Board of Directors
49
GAAP Reconciliation Disclosure
GAAP Reconciliation Disclosure
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-GAAP Financial Measures) by the SEC may provide users of
the financial information with additional meaningful comparisons to prior reported results.
CSX has provided operating income, operating margin and earnings per share adjusted for certain items, which are
non-GAAP financial measures. The company’s management evaluates its business and makes certain operating
decisions (e.g. budgeting, forecasting, employee compensation, asset management, and resource allocation) using
these adjusted numbers.
Likewise, this information facilitates comparisons to financial results that are directly associated with ongoing
business operations as well as provides comparable historical information. Lastly, earnings forecasts prepared by
stock analysts and other third parties generally exclude the effects of items that are difficult to predict or measure in
advance and are not directly related to CSX’s ongoing operations. A reconciliation between GAAP and non-GAAP
measures is provided on the following slide. These non-GAAP measures should not be considered a substitute for
the company’s GAAP measures.
51
GAAP reconciliation to comparable results
$ 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 on Conrail Property
Less Income Tax Benefits
Plus Debt Repurchase Expense
Plus Restructuring Charge
$ 2,233
22.3%
$ 1,981
20.7%
$ 1,556
18.1%
$ 1,068
13.3%
Comparable Operating Income
Comparable Operating Margin
)
$ 2,260
(27
-
)
$ 2,149
(168
-
$ 1,556
-
-
$ 997
-
71
Operating Income
Less Pre-tax Gain on Insurance Recoveries
Plus Pre-tax Restructuring Charge
2007
2006
2005
2004
Dollars in millions, except earnings per share
52
Appendix
Comparison of capital spending relative to revenue
54
CSX demonstrates environmental leadership
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 last eight years
AAR Professional Environmental Excellence Award in 2003, 2006 and 2007
55
CSX recognized as progressive employer
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 Business Magazine – Top 60 Company
Wounded Warrior Project Sponsor – Warriors to Work Corporate Sponsor
56