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CSX 10-K 2010
document_10k.htm
 

 
 
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(X)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 25, 2009

OR
 
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the transition period from __________ to __________


Commission File Number 1-8022
 
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
 
62-1051971
(State or other jurisdiction of incorporation or organization)
     
(I.R.S. Employer Identification No.)
 
500 Water Street, 15th Floor, Jacksonville, FL
 
32202
 
(904) 359-3200
(Address of principal executive offices)
 
(Zip Code)
 
(Telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of exchange on which registered
Common Stock, $1 Par Value
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).
Yes (X) No (  )

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes (  ) No (X)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X)   No (  )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).             Yes (X) No (  )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer (X)              Accelerated Filer (  )              Non-accelerated Filer (  )

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
Yes (  ) No (X)

On June 26, 2009 (which is the last day of the second quarter and the required date to use), the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $13.5 billion (based on the New York Stock Exchange closing price on such date).

There were 390,035,435 shares of Common Stock outstanding on February 5, 2010 (the latest practicable date that is closest to the filing date).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement (the “Proxy Statement”) to be filed no later than 120 days after the end of the fiscal year with respect to its annual meeting of shareholders scheduled to be held on May 4, 2010.
1

 
FORM 10-K
 
TABLE OF CONTENTS
 
         
Item No.
 
Page
         
PART I
1.
3
 
9
 
15
2.
15
3.
22
4.
22
 
22
         
PART II
5.
 
   
25
6.
27
7.
 
   
29
     
29
     
30
     
34
     
37
     
48
     
51
     
52
     
52
7A.
64
8.
67
9.
 
   
134
9A.
134
9B.
136
 
PART III
10.
137
11.
137
12.
137
13.
137
14.
 
 
PART IV
15.
138
         
145


2

CSX CORPORATION
PART I



CSX Corporation (“CSX”) together with its subsidiaries (the “Company”), based in Jacksonville, Florida, is one of the nation's leading transportation suppliers.  The Company’s rail and intermodal businesses provide rail-based transportation services including traditional rail service and the transport of intermodal containers and trailers.

Rail

CSX Transportation, Inc.

CSX’s principal operating company, CSX Transportation, Inc. (“CSXT”), provides an important link to the transportation supply chain through its approximately 21,000 route mile rail network, which serves major population centers in 23 states east of the Mississippi River, the District of Columbia, and the Canadian provinces of Ontario and Quebec.  It serves over 70 ocean, river and lake ports along the Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St. Lawrence Seaway.  CSXT also serves thousands of production and distribution facilities through track connections to more than 240 short-line and regional railroads.

Other Entities

In addition to CSXT, the rail segment includes non-railroad subsidiaries Total Distribution Services, Inc. (“TDSI”), Transflo Terminal Services, Inc. (“Transflo”), CSX Technology, Inc. (“CSX Technology”) and other subsidiaries.  TDSI serves the automotive industry with distribution centers and storage locations, while Transflo provides logistical solutions for transferring products from rail to trucks.  CSX Technology and other subsidiaries provide support services for the Company.

Intermodal

CSX Intermodal, Inc. (“Intermodal”) is a stand-alone, integrated intermodal transportation provider linking customers to railroads via trucks and terminals.  Containers and trailers are loaded and unloaded from trains, and trucks provide the link between intermodal terminals and the customer.

Lines of Business

Together, the rail and intermodal segments generated $9 billion of revenue during 2009 and served four primary lines of business:

·  
The merchandise business is the most diverse market with nearly 2.1 million carloads per year of aggregates (which includes crushed stone, sand and gravel), metal, phosphate, fertilizer, food, consumer (manufactured goods and appliances), agricultural, paper and chemical products.  The merchandise business generated approximately 48% of the Company’s revenue in 2009 and 36% of volume.


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·  
Coal, which delivered approximately 1.6 million carloads of coal, coke and iron ore to electricity generating power plants, ocean, river and lake piers and terminals, steel makers and industrial plants, accounted for approximately 30% of the Company’s revenue in 2009 and 27% of volume.  The Company transports almost one-third of every ton of coal used for generating electricity in the areas it serves.

·  
Automotive, which delivers finished vehicles and auto parts, generated approximately 6% of the Company’s revenue and 4% of the Company’s volume in 2009.  The Company delivers approximately 30% of North America’s light vehicles, serving both domestic manufacturers and the increasing number of global manufacturers that produce cars in the United States.

·  
Intermodal, which combines the superior economics of rail transportation with the short-haul flexibility of trucks, offers a competitive cost advantage over long-haul trucking.  Through its network of more than 50 terminals, Intermodal serves all major markets east of the Mississippi and transports mainly manufactured consumer goods in containers, providing customers with truck-like service for longer shipments.  For 2009, Intermodal accounted for approximately 13% of the Company’s total revenue and 33% of volume.

Other revenue, which includes revenue from regional subsidiary railroads, demurrage, switching and other incidental charges, accounted for 3% of the Company’s total 2009 revenue.  Revenue from regional railroads includes shipments by railroads that the Company does not directly operate.  Demurrage represents charges assessed when freight cars are held beyond a specified period of time.  Switching revenue is generated when CSXT switches cars between trains for a customer or another railroad.

Other Businesses

CSX’s other holdings include CSX Real Property, Inc., a subsidiary responsible for the Company’s real estate sales, leasing, acquisition and management and development activities.  These activities are classified in other income – net because they are not considered by the Company to be operating activities.  Results of these activities fluctuate with the timing of real estate sales.  In 2009, CSX sold the stock of a subsidiary that indirectly owned Greenbrier Hotel Corporation, owner of The Greenbrier resort.  These results are now classified as discontinued operations.  For more information, see Note 14, Discontinued Operations.
 
Financial Information about Operating Segments
 
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for operating revenue, operating income and total assets by segment for each of the last three fiscal years.

4

CSX CORPORATION
PART I


 
Company History
 
A leader in freight rail transportation for more than 180 years, the Company’s roots date back to the early nineteenth century when The Baltimore and Ohio Railroad Company (“B&O”) – the nation’s first common carrier – was chartered in 1827. Since that time, the Company has built on the foundation laid by early pioneers who had a vision to create a railroad that could safely and reliably service the ever-increasing demands of a growing nation.

Since its founding, numerous railroads have combined with the former B&O through merger and consolidation to create what has become CSX.  Each of the railroads that combined into the CSX family brought unique and valuable geographical reach to new markets, gateways, cities, ports and transportation corridors.

CSX was incorporated in 1978 under Virginia law. In 1980, the Company completed the merger of the Chessie System (“Chessie”) and Seaboard Coast Line Industries (“Seaboard”) into CSX.  The merger allowed the Company to connect northern population centers and Appalachian coal fields to growing southeastern markets. In 1986, the Chessie and Seaboard operating entities were transferred to the rail entity CSXT, which was created through the merger.  Intermodal was originally formed in 1986 in order to provide nationwide, door-to-door intermodal service.
 
In 1997, CSXT and Norfolk Southern Railway jointly acquired the rights to operate Conrail, Inc. (“Conrail”) and then in 2004, CSXT acquired an allocated portion of Conrail’s assets, which CSXT operated.  Conrail was formed in 1976 from several financially troubled northeast railroads to restructure and revive the region’s railroads.  The Company’s acquisition of key portions of Conrail allows CSXT to link the northeast, including New England and the New York metropolitan area, with Chicago, midwest markets and the growing areas in the southeast that were already served by CSXT.  This current rail network allows the Company to directly serve every major market in the eastern United States with safe, dependable, environmentally friendly and fuel efficient freight transportation and intermodal service.

5

CSX CORPORATION
PART I


Regulatory Environment

The Company's operations are subject to various federal, state and local laws and regulations, generally applicable to many businesses in the United States.  The railroad operations conducted by the Company's subsidiaries, including CSXT, are subject in many respects to the regulatory jurisdiction of the Surface Transportation Board (“STB”), the Federal Railroad Administration (“FRA”), and its sister agency within the U.S. Department of Transportation (“DOT”), the Pipeline and Hazardous Materials Safety Administration (“PHMSA”).  Together, FRA and PHMSA have broad jurisdiction over railroad operating standards and practices, including track, freight cars and locomotives, and hazardous materials requirements.  Additionally, the Transportation Security Administration (“TSA”), a component of the Department of Homeland Security (“DHS”), has broad authority over railroad operating practices that may include homeland security implications.

Decisions and rulemaking by these and other agencies can significantly affect the Company’s operations and profitability.  For example, in 2008, both DOT and TSA issued rules that apply to the transportation of certain kinds of highly hazardous materials.  The DOT rules require railroads to analyze routes used to transport these products and to apply specific criteria in selecting routes to be used.  The new TSA rules place significant new security and safety requirements on passenger and freight railroad carriers, rail transit systems, and facilities that ship hazardous materials by rail. In some cases, state and local laws and regulations can be preempted in their application to railroads by the operation of these and other federal authorities.

Although the Staggers Act of 1980 significantly deregulated rail rates and much of the rail traffic of the Company's subsidiaries is currently exempt from rate regulation by agency decision, the STB has broad jurisdiction over railroad commercial practices, including some railroad rates, routes, fuel surcharges, conditions of service and the extension or abandonment of rail lines.  This includes jurisdiction over freight car charges, the transfer, extension or abandonment of rail lines, rates charged on certain regulated rail traffic and any acquisition of control over rail common carriers.

In 2008, Congress enacted the Rail Safety Improvement Act.  The legislation includes a mandate that all Class I freight railroads implement a positive train control system (“PTC”) by December 31, 2015.  PTC must be installed on all main lines with passenger and commuter operations as well as those over which toxic-by-inhalation hazardous materials (“TIH”) are transported.  Implementation of a PTC system is designed to prevent train-to-train collisions, over-speed derailments, incursions into established work-zone limits, and a train from diverting off-course onto another set of tracks through a switch left in a wrong position.  Significant capital costs are anticipated with the implementation of PTC as well as ongoing operating expenses.  CSX estimates that the total cost of PTC implementation will likely exceed $750 million for the Company.  

 
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CSX CORPORATION
PART I


In December 2009, a proposed bill called the “Surface Transportation Board Reauthorization Act of 2009” (“STB Reauthorization Bill”) was introduced in the Senate.  If adopted as proposed, this bill could have a material adverse effect on commercial practices and railroad operations.  The current proposal in the Senate contains fundamental changes in laws that were designed to sustain the railroads.  Some of the proposed changes in the STB Reauthorization Bill are not yet clearly defined, and others call for new and broad government involvement into railroad operations.  CSX believes the bill, in its current form, could have a material adverse effect on the Company’s revenue and operations, as well as the ability to invest in enhancing and maintaining vital infrastructure.  CSX will continue to work diligently with the Senate staff, as well as with Senators, to forge a balanced regulatory approach.

For further discussion on regulatory risks to the Company, see Item 1A. Risk Factors.
 
Competition
 
The business environment in which the Company operates is highly competitive.  Shippers typically select transportation providers that offer the most compelling combination of service and price.  Service requirements, both in terms of transit time and reliability, vary by shipper and commodity. As a result, the Company’s primary competition varies by commodity, geographic location and mode of available transportation.

CSXT’s primary rail competitor is Norfolk Southern Railway, which operates throughout much of the Company’s territory.   Other railroads also operate in parts of the Company’s territory.  Depending on the specific market, competing railroads and deregulated motor carriers may exert pressure on price and service levels.  For further discussion on the risk of competition to the Company, see Item 1A. Risk Factors.

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CSX CORPORATION
PART I


Other Information

CSX makes available on its website www.csx.com, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on the CSX website is not part of this annual report on Form 10-K.  Additionally, the Company has posted its code of ethics on its website, which is also available to any shareholder who requests it.  This Form 10-K and other SEC filings made by CSX are also accessible through the SEC’s website at www.sec.gov.

CSX has included the certifications of its Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) required by Section 302 of the Sarbanes-Oxley Act of 2002 (“the Act”) as Exhibit 31, as well as Section 906 of the Act as Exhibit 32 to this Form 10-K report. Additionally, on May 29, 2009, CSX filed its annual CEO certification with the New York Stock Exchange (“NYSE”) confirming CSX’s compliance with the NYSE Corporate Governance Listing Standards.  The CEO was not aware of any violations of these standards by CSX as of February 5, 2010 (the latest practicable date that is closest to the filing of this Form 10-K).  This certification is also included as Exhibit 99 to this Form 10-K.

The Company’s annual average number of employees was approximately 30,000 in 2009, which includes approximately 26,000 union employees.  Most of the Company’s employees provide or support transportation services.  The information set forth in Item 6. Selected Financial Data is incorporated herein by reference.

For additional information concerning business conducted by the Company during 2009, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data - Note 17, Business Segments.


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PART I



The following risk factors could have a materially adverse effect on the Company’s financial condition, results of operations or liquidity, and could cause those results to differ materially from those expressed or implied in the Company’s forward-looking statements.  Additional risks and uncertainties not currently known to the Company or that the Company currently does not deem to be material also may materially impact the Company’s financial condition, results of operations or liquidity.

New legislation or regulatory changes could impact the Company’s earnings or restrict its ability to independently negotiate prices.

Legislation passed by Congress or new regulations issued by federal agencies can significantly affect the revenues, costs and profitability of the Company’s business.  For instance, legislation proposed in the Senate in December 2009, if adopted, would significantly change the federal regulatory framework of the railroad industry.  Several of the changes under consideration could have a significant negative impact on the Company’s ability to determine prices for rail services, meet service standards and would likely force a reduction in capital spending.  Statutes imposing price constraints or affecting rail-to-rail competition could adversely affect the Company’s profitability.  Also, additional regulations related to environmental matters such as greenhouse gas emissions could increase the Company’s operating costs or reduce operating efficiencies or negatively impact the business of CSX customers.

Government regulation and compliance risks may adversely affect the Company’s operations and financial results.

The Company is subject to the jurisdiction of various regulatory agencies, including the STB, the FRA and other state and federal regulatory agencies for a variety of economic, health, safety, labor, environmental, tax, legal and other matters.  New rules or regulations by these agencies could increase the Company’s operating costs or reduce operating efficiencies.  For example, the Rail Safety Improvement Act of 2008 (“RSIA”) imposes limits on employee work hours and may result in higher operating costs for the Company.  The RSIA also mandated the installation by December 31, 2015 of Positive Train Control (PTC) on main lines that carry certain hazardous materials and on lines that have commuter or passenger operations.  The FRA issued its final rule in January 2010 on the design, operational requirements and implementation of the new technology.  The final rule is expected to impose significant new costs on CSX and the rail industry.  Noncompliance with these and other applicable laws or regulations could erode public confidence in the Company and can subject the Company to fines, penalties and other legal or regulatory sanctions.

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CSX CORPORATION
PART I


Climate change legislation and regulation could adversely affect the Company’s operations and financial results.

Regulation or legislation that potentially imposes restrictions, caps, taxes, or other controls on emissions of greenhouse gas could adversely affect operations and financial results.  More specifically, increased energy costs resulting from legislative or regulatory actions could adversely impact CSX by: (1) making it difficult for CSX’s customers in the U.S. to produce products in a cost competitive manner (particularly in the absence of similar regulations in countries like India and China); (2) increasing CSX’s fuel costs and hurting fuel efficiency; and (3) reducing the consumption of coal as an energy resource in the United States. Any of these factors could reduce the amount of traffic handled and have a material adverse effect on the Company's financial condition, results of operations or liquidity.

CSXT, as a common carrier by rail, is required by law to transport hazardous materials, which could expose the Company to significant costs and claims.

Under federal regulations, CSXT is required to transport hazardous materials under its common carrier obligation.  A train accident involving the transport of hazardous materials could result in significant claims arising from personal injury, property damage, and environmental penalties and remediation.  Such claims could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates.  CSXT is also required to comply with regulations regarding the handling of hazardous materials.

In November 2008, the TSA issued final rules placing significant new security and safety requirements on passenger and freight railroad carriers, rail transit systems, and facilities that ship hazardous materials by rail.  Noncompliance with these rules can subject the Company to significant penalties and could be a factor in litigation arising out of a train accident.  Finally, legislation preventing the transport of hazardous materials through certain cities could result in network congestion and increase the length of haul for hazardous substances, which could result in increased operating costs, reduced operating efficiency or increase the risk of an accident involving the transport of hazardous materials.

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CSX CORPORATION
PART I


The Company is subject to environmental laws and regulations that may result in significant costs.

The Company’s operations are subject to wide-ranging federal, state and local environmental laws and regulations concerning, among other things, emissions into the air,  discharges into water, the handling, storage, transportation and disposal of waste and other materials and clean-up of hazardous material or petroleum releases.  In certain circumstances, environmental liability can extend to formerly owned or operated properties, leased properties, adjacent properties and properties owned by third parties or Company predecessors, as well as to properties currently owned and used by the Company.

The Company has been, and may be subject to, allegations or findings to the effect that it has violated, or is strictly liable under, environmental laws or regulations, and such violations can result in the Company’s incurring fines, penalties or costs relating to the clean-up of environmental contamination. Although the Company believes it has appropriately recorded current and long-term liabilities for known future environmental costs, it could incur significant costs that exceed reserves or require unanticipated cash expenditures as a result of any of the foregoing.  The Company also may be required to incur significant expenses to investigate and remediate known, unknown or future environmental contamination.

General economic conditions could negatively affect demand for commodities and other freight.
 
The current economic environment has adversely affected demand for rail and intermodal services.  Further decline in general domestic and global economic conditions that affect demand for the commodities the Company carries could reduce revenues or have other adverse effects.
 
Weaknesses in the capital and credit markets could negatively impact the Company’s access to capital.
 
The Company is in a capital intensive industry that requires continuing infrastructure improvements and acquisition of capital assets.  The Company from time to time accesses the credit markets for additional liquidity.  Adverse conditions in the credit markets could increase the Company’s costs associated with issuing debt, limit the Company’s ability to sell debt securities on acceptable terms and impede the Company’s ability to revise its current debt arrangements as contemplated.
 

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CSX CORPORATION
PART I


Network congestion could have a negative impact on service and operating efficiency.

CSXT may experience rail network difficulties related to increased passenger activities in capacity-constrained areas or regulatory changes impacting when CSXT can transport freight or service routes that could have a negative effect on CSXT’s operational fluidity, leading to deterioration of service, asset utilization and overall efficiency.

The Company relies on the stability and availability of its technology systems to operate its business.

The Company relies on information technology in all aspects of its business.  A significant disruption or failure of the Company’s information technology systems, including computer hardware, software and communications equipment, could result in a service interruption, safety failure, security breach or other operational difficulties.  The performance and reliability of the Company’s technology systems are critical to its ability to operate and compete safely and effectively.

Disruption of the supply chain could negatively affect operating efficiency and increase costs.

The capital intensive nature and sophistication of core rail equipment (including rolling stock equipment, locomotives, rail, and ties) limits the number of railroad equipment suppliers.  If any of the current manufacturers stops production or experiences a supply shortage, CSXT could experience a significant cost increase or material shortage.  In addition, a few critical railroad suppliers are foreign and, as such, adverse developments in international relations, new trade regulations, disruptions in international shipping, or increases in global demand could make procurement of these supplies more difficult or increase CSXT’s operating costs.
 
Additionally, if a fuel supply shortage were to arise, whether due to the Organization of the Petroleum Exporting Countries or other production restrictions, lower refinery outputs, a disruption of oil imports or otherwise, the Company would be negatively impacted.
 
Failure to complete negotiations on collective bargaining agreements could result in strikes and/or work stoppages.
 
Most of CSXT's employees are represented by labor unions and are covered by collective bargaining agreements. Generally speaking, these agreements are bargained nationally by the National Carriers Committee.  In the rail industry, negotiations have generally taken place over a number of years and previously have not resulted in any extended work stoppages.  If CSXT is unable to negotiate acceptable agreements, however, it could result in strikes by the affected workers, loss of business and increased operating costs as a result of higher wages or benefits paid to union members.  Under the Railway Labor Act’s procedures (which include mediation, cooling-off periods and the possibility of Presidential intervention), neither party may take action until the procedures are exhausted.


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The Company faces competition from other transportation providers.

The Company experiences competition in the form of pricing, service, reliability and other factors from various transportation providers including railroads and motor carriers that operate similar routes across its service area and, to a less significant extent, barges, ships and pipelines. Transportation providers such as motor carriers and barges utilize public rights-of-way that are built and maintained by governmental entities while CSXT and other railroads must build and maintain rail networks using largely internal resources. Any future improvements or expenditures materially increasing the quality or reducing the cost of alternative modes of transportation, or legislation providing for less stringent size or weight restrictions on trucks, could negatively impact the Company’s competitive position.

Future acts of terrorism, war or regulatory changes to combat the risk of terrorism may cause significant disruptions in the Company’s operations.
 
Terrorist attacks, along with any government response to those attacks, may adversely affect the Company’s financial condition, results of operations or liquidity.  CSXT’s rail lines or other key infrastructure may be direct targets or indirect casualties of acts of terror or war.  This risk could cause significant business interruption and result in increased costs and liabilities and decreased revenues.  In addition, premiums charged for some or all of the insurance coverage currently maintained by the Company could increase dramatically or the coverage may no longer be available.
 
Furthermore, in response to the heightened risk of terrorism, federal, state and local governmental bodies are proposing and, in some cases, have adopted legislation and regulations relating to security issues that impact the transportation industry.  For example, the Department of Homeland Security adopted regulations that require freight railroads to implement additional security protocols when transporting hazardous materials.  Complying with these regulations could continue to increase the Company’s operating costs and reduce operating efficiencies.
 
Severe weather or other natural occurrences could result in significant business interruptions and expenditures in excess of available insurance coverage.
 
The Company’s operations may be affected by external factors such as severe weather and other natural occurrences, including floods, fires, hurricanes and earthquakes.  As a result, the Company’s rail network may be damaged, its workforce may be unavailable, fuel costs may rise and significant business interruptions could occur.  In addition, the performance of locomotives and railcars could be adversely affected by extreme weather conditions.  Insurance maintained by the Company to protect against loss of business and other related consequences resulting from these natural occurrences is subject to coverage limitations, depending on the nature of the risk insured. This insurance may not be sufficient to cover all of the Company’s damages or damages to others and this insurance may not continue to be available at commercially reasonable rates. Even with insurance, if any natural occurrence leads to a catastrophic interruption of service, the Company may not be able to restore service without a significant interruption in operations.
 

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The Company may be subject to various claims and lawsuits that could result in significant expenditures.
 
The Company is subject to various claims and lawsuits, including putative class action litigation alleging violations of antitrust laws.  The Company may experience material judgments or incur significant costs to defend existing and future lawsuits.  Additionally, existing litigation may suffer adverse developments not currently reflected in the Company’s reserve estimates as the ultimate outcome of existing litigation is subject to numerous factors outside of the Company’s control.  While the Company uses its best efforts to evaluate existing litigation, the final judgments or settlement amounts may differ materially from the recorded reserves.
 
Increases in the number and magnitude of property damage and personal injury claims could adversely affect the Company’s operating results.
 
The Company faces inherent business risk from exposure to occupational and personal injury claims, property damage, including storm damage, and claims related to train accidents.  The Company may incur significant costs to defend such claims. 
 
Existing claims may suffer adverse developments not currently reflected in reserve estimates, as the ultimate outcome of existing claims is subject to numerous factors outside of the Company’s control. Although the Company establishes reserves and maintains insurance to cover these types of claims, final amounts determined to be due on any outstanding matters may differ materially from the recorded reserves and exceed the Company’s insurance coverage.
 



 
 

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None.


Rail Property

CSXT’s properties primarily consist of track and its related infrastructure, locomotives and freight cars.  These categories and the geography of the network are described below.

Track and Infrastructure

Serving 23 states, the District of Columbia, and the Canadian provinces of Ontario and Quebec, the CSXT rail network serves, among other markets, New York, Philadelphia and Boston in the northeast and mid-Atlantic, the southeast markets of Atlanta, Miami and New Orleans, and the midwestern cities of St. Louis, Memphis and Chicago.

CSXT’s track structure includes main thoroughfares, connecting terminals and yards (known as mainline track), track within terminals and switching yards, track adjacent to the mainlines used for passing trains, track connecting the mainline track to customer locations and track that diverts trains from one track to another known as turnouts.  Total track miles are greater than CSXT’s approximately 21,000 route miles, which reflect the size of CSXT’s rail network that connects markets, customers and western railroads.  At December 2009, the breakdown of track miles was as follows:
 
 
Track
 
Miles
Mainline track
 26,743
Terminals and switching yards
 9,578
Passing sidings and turnouts
 958
Total
 37,279
 
In addition to its physical track structure, CSXT operates numerous yards and terminals.  These serve as the hubs between CSXT and its local customers and as sorting facilities where rail cars often are received, re-sorted and placed onto new outbound trains. 


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The following 36 terminals are identified as key to the CSXT system (listed in alphabetical order by state):

 
Rail Yards or Terminals
Birmingham, AL
Detroit, MI
Mobile, AL
Hamlet, NC
Montgomery, AL
Rocky Mount, NC
Moncrief (Jacksonville), FL
Buffalo, NY
Tampa, FL
Selkirk, NY
Atlanta, GA
Syracuse, NY
East Savannah, GA
Cincinnati, OH
Waycross, GA
Cleveland, OH
Chicago, IL
Columbus, OH
Danville, IL
Stanley (Toledo), OH
Avon (Indianapolis), IN
Walbridge (Toledo), OH
Evansville, IN
Willard, OH
Louisville, KY
Greenwich (Philadelphia), PA
Russell, KY
Charleston, SC
New Orleans, LA
Florence, SC
Cumberland, MD
Erwin, TN
Curtis Bay (Baltimore), MD
Nashville, TN
Locust Point (Baltimore), MD
Richmond, VA


For a list of Intermodal’s terminals, see page 21.
 
 


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PART I


Network Geography

CSXT’s rail operations are primarily focused on four major transportation networks and corridors which are defined geographically and by commodity flows below.

Coal Network – The CSXT coal network connects the coal mining operations in the Appalachian region with industrial areas in the northeast and mid-Atlantic, as well as many river, lake, and deep water port facilities.  Coal is used to generate more than half of the electricity in the United States. CSXT’s coal network is well positioned to supply utility markets in both the northeast and southeast.

Interstate 90 (I-90) Corridor – This CSXT corridor links Chicago and the Midwest to metropolitan areas in New York and New England.  This route, also known as the “waterlevel route”, has minimal hills and grades and nearly all of it has two main tracks (referred to as double track).  These superior engineering attributes permit the corridor to support consistent, high-speed intermodal, automotive and merchandise service.  This corridor is a primary route for import traffic moving eastward across the country, through Chicago and into the population centers in the northeast.  The I-90 Corridor is also a critical link between ports in New York, New Jersey, and Pennsylvania and consumption markets in the midwest.

Interstate 95 (I-95) Corridor – The CSXT I-95 Corridor connects Charleston, Jacksonville, Miami and many other cities throughout the southeast with the heavily populated northeastern cities of Baltimore, Philadelphia and New York.  CSXT primarily transports food and consumer products, as well as metals and chemicals along this line.  It is the only rail corridor along the eastern seaboard south of Washington, D.C., and provides access to major eastern ports.

Southeastern Corridor – This critical part of the network runs between CSXT’s western gateways of Chicago, St. Louis and Memphis through the cities of Nashville, Birmingham, and Atlanta and markets in the southeast.  The Southeastern Corridor is the premier rail route connecting these key cities, gateways, and markets and positions CSXT to efficiently handle projected traffic volumes of intermodal, automotive and general merchandise traffic.  The corridor also provides direct rail service between the coal reserves of the southern Illinois basin and the increasing demand for coal in the southeast.

See the following page for a map of the CSX Rail Network.

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CSX Rail Network



18

 


 
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Locomotives

CSXT focuses on maximum use of its fleet and prudent investment in new units to drive the rail network.  Better locomotive management can help CSXT move freight more efficiently, while continued investment in CSXT’s power source can enable CSXT to operate more locomotives better.

CSXT operates more than 4,000 locomotives, of which over 95% are owned by CSXT.  Freight locomotives are the power source used primarily to pull trains.  Switching locomotives are used in yards to sort railcars so that the right railcar is attached to the right train in order to deliver it to its final destination.  Auxiliary units are typically used to provide extra traction for heavy trains in hilly terrain.  At December 2009, CSXT’s fleet of owned and long-term leased locomotives consisted of the following types of locomotives:

 
 
Locomotives
 
%
Freight
 3,539
 
87%
Switching
 311
 
8%
Auxiliary Units
 221
 
5%
Total
 4,071
 
100%

The table below indicates the number and year built for locomotives owned or on long-term lease at December 2009.

         
Year Built
 
 Locomotives
 
%
1989 and before
 
 1,947
 
48%
1990 - 1994
 
 541
 
13%
1995 - 1999
 
 601
 
15%
2000 - 2004
 
 380
 
10%
2005
 
 100
 
2%
2006
 
 100
 
2%
2007
 
 184
 
5%
2008
 
 216
 
5%
2009
 
 2
 
0%
Total
 
 4,071
 
100%

As of December 2009, 566 locomotives, or 14%, were held in temporary storage due to significant declines in volume.  As volume returns, these locomotives will be placed back into service after restorative maintenance procedures are performed.  These locomotives can be brought back into service within a week.

Freight Car Fleet

The average daily fleet of cars-on-line consists of approximately 216,000 cars but, at any time, over half of the railcars on the CSXT system are not owned or leased by CSXT.   Examples of these are: railcars owned by other railroads (which are utilized by CSXT), shipper-furnished or private cars (which are generally used only in that shipper’s service) and multi-level railcars.

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CSXT’s freight car fleet consists of six main types of cars:

Gondolas – Support CSXT’s metals markets and provide transport for woodchips and other bulk commodities.  Some gondolas are equipped with special hoods for protecting products like coil and sheet steel.

Open-top hoppers – Transport heavy dry bulk commodities such as coal, coke, stone, sand, ores and gravel that are resistant to weather conditions.

Box cars – Include a variety of tonnages, sizes, door configurations and heights to accommodate a wide range of finished products, including paper, auto parts, appliances and building materials.  Insulated box cars deliver food products, canned goods, beer and wine.

Covered hoppers – Have a permanent roof and are segregated based upon commodity density.  Lighter bulk commodities such as grain, fertilizer, flour, salt, sugar, clay and lime are shipped in large cars called jumbo covered hoppers.  Heavier commodities like cement, ground limestone and glass sand are shipped in small cube covered hoppers.

Multi-level flat cars – Transport finished automobiles and are differentiated by the number of levels: bi-levels for large vehicles such as pickup trucks and SUVs and tri-levels for sedans and smaller automobiles.

Flat cars – Used for shipping intermodal containers and trailers or bulk and finished goods, such as lumber, pipe, plywood, drywall and pulpwood.

Other cars owned or leased on the network include, but are not limited to, center beam cars for transporting lumber and building products.

CSXT owns more than 60% of its freight cars.  At December 2009, CSXT’s owned and long-term leased freight car fleet consisted of the following:

 
 
Freight Cars
 
%
Gondolas
 25,182
 
30%
Open-top hoppers
 17,237
 
21%
Box cars
 11,995
 
14%
Covered hoppers
 11,689
 
14%
Multi-level flat cars
 10,473
 
12%
Flat cars
 7,041
 
8%
Other cars
 665
 
1%
Total
 84,282
 
100%

As of December 2009, 22,952 freight cars, or 29%, were held in temporary storage due to significant declines in volume.  As volume returns, these freight cars will be placed back into service.  These freight cars can be brought back into service within a week.



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CSX CORPORATION
PART I


Intermodal Property

Infrastructure

Intermodal serves 57 terminals in 22 states. These terminals serve as a transfer point between rail and trucks. If the city or state has more than one terminal, it is indicated by the number next to it (listed in alphabetical order by state).

Intermodal Terminals
Bessemer, AL
Detroit, MI
Mobile, AL
Kansas City, MO
Lathrop, CA
Charlotte, NC
Los Angeles/Long Beach, CA (3)
Buffalo, NY
Oakland, CA
Syracuse, NY
Jacksonville, FL (2)
New York/New Jersey (6)
Miami, FL
Cincinnati, OH
Orlando, FL
Cleveland, OH
Tampa, FL
Columbus, OH (2)
Atlanta, GA (2)
Marion, OH
Savannah, GA (2)
Portland, OR
Chicago, IL (3)
Chambersburg, PA
East St. Louis, IL (2)
Philadelphia, PA
Evansville, IN
Charleston, SC
Indianapolis, IN
Memphis, TN (2)
New Orleans, LA
Nashville, TN
Boston, MA
Dallas, TX
Springfield, MA
Houston, TX
Worcester, MA (3)
Portsmouth, VA
Baltimore, MD
Seattle, WA

Equipment

Intermodal equipment consists primarily of containers, chassis and other equipment (such as lift equipment).  Containers are weather-proof boxes used for bulk shipment of freight, and chassis are the wheeled support framework for a container that allows it to be attached to a tractor.  All of Intermodal’s chassis are leased.  Intermodal also has other types of equipment such as doublestack railcars, which are railcars that allow for two containers to be mounted one above the other.

At December 2009, Intermodal’s owned or long-term leased equipment consisted of the following:
 
 
Equipment
 
%
Containers
 16,850
 
51%
Chassis
 15,591
 
47%
Other
 553
 
2%
Total
 32,994
 
100%



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The Company is subject to various legal proceedings and claims that arise in the ordinary course of business.  For more information on legal proceedings, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Critical Accounting Estimates – Casualty, Environmental and Legal Reserves” and Item 8. Financial Statements and Supplementary Data - Note 7, Commitments and Contingencies under the caption “Other Legal Proceedings.”


There were no matters submitted to a vote of security holders in the fourth quarter of 2009.


Executive officers of the Company are elected by the CSX Board of Directors and generally hold office until the next annual election of officers.  There are no family relationships or any arrangement or understanding between any officer and any other person pursuant to which such officer was elected.  As of the date of this filing, the executive officers’ names, ages and business experience are:

 
Name and Age   
 
Business Experience During Past 5 Years
 
Michael J. Ward, 59
Chairman, President and Chief Executive Officer
 
 
A 32-year veteran of the Company, Ward has served as Chairman, President and Chief Executive Officer of CSX since January 2003.  In 2000, he was named President of CSXT, and he was later appointed President of CSX and elected to the Board of Directors in 2002.
 
Ward’s distinguished railroad career has included key executive positions in nearly all aspects of the Company’s business, including sales and marketing, operations and finance.
 
Oscar Munoz, 51
Executive Vice President and Chief Financial Officer
 
Munoz has served as Executive Vice President and Chief Financial Officer of CSX and CSXT since May 2003 and is responsible for management and oversight of all financial, strategic planning, information technology, purchasing and real estate activities of CSX.
 
Munoz brings to the Company more than 25 years of experience from a variety of industries.  Before joining CSX in 2003, Munoz served as Chief Financial Officer and Vice President of AT&T Consumer Services.  He has also held key executive positions within the telecommunication and beverage industries, including the Coca-Cola Company and Pepsico Corporation.

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Name and Age
 
Business Experience During Past 5 Years
 
David A. Brown, 50
Executive Vice President and Chief Operating Officer
 
 
 
 
Brown assumed the role of Executive Vice President and Chief Operating Officer of CSXT in January 2010 and manages all aspects of the Company’s operations across its 21,000 mile network, including transportation, service design, customer service, engineering and mechanical.
 
Prior to joining CSXT in 2006, Brown spent 24 years at Norfolk Southern Railway where he served as Vice President of Strategic Planning from 2005 – 2006 and General Manager, Northern Region, from 2000 – 2005.
 
Clarence W. Gooden, 58
Executive Vice President of Sales and Marketing and Chief Commercial Officer
 
 
Gooden has been the Executive Vice President and Chief Commercial Officer of CSX and CSXT since April 2004 and is responsible for generating customer revenue, forecasting business trends and developing CSX’s model for future revenue growth.
 
A member of the Company for more than 35 years, Gooden has held key executive positions in both operations and sales and marketing, including President of CSX Intermodal in 2001 and Senior Vice President of the Merchandise Service Group in 2002.
 
 
Ellen M. Fitzsimmons, 49
Senior Vice President of Law and Public Affairs, General Counsel and Corporate Secretary
 
Fitzsimmons has been the Senior Vice President of Law and Public Affairs, General Counsel, and Corporate Secretary since December 2003.  She serves as the Company’s chief legal officer and oversees all government relations and public affairs activities.
 
During her 18-year tenure with the Company, her broad responsibilities have included key roles in major risk and corporate governance-related areas.

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CSX CORPORATION
PART I


 
Name and Age
 
Business Experience During Past 5 Years
 
Lisa A. Mancini, 50
Senior Vice President of Human Resources and Labor Relations
 
Mancini has been the Senior Vice President of Human Resources and Labor Relations since January 2009 and is responsible for employee compensation and benefits, labor relations, organizational development and transformation, recruitment, training and various administrative activities.  She previously served as Vice President-Strategic Infrastructure Initiatives from 2007 to 2009 and, prior to that, Vice President – Labor Relations.
 
Prior to joining CSX in 2003, Mancini served as Chief Operating Officer of the San Francisco Municipal Railway and held executive positions at the San Francisco Municipal Transportation Authority and Southeastern Pennsylvania Transportation Authority.
 
Carolyn T. Sizemore, 47
Vice President and Controller
 
Sizemore has served as Vice President and Controller of CSX and CSXT since April 2002 and is responsible for financial and regulatory reporting, freight billing and collections, payroll for the Company’s 30,000 employees, accounts payable and various other accounting processes.
 
Sizemore’s responsibilities during her 20-year tenure with the Company have included roles in finance and audit-related areas including a variety of positions in accounting, finance strategies, budgets and performance analysis.



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PART II



Market Information

        CSX’s common stock is listed on the NYSE, which is its principal trading market, and is traded over-the-counter and on exchanges nationwide.  The official trading symbol is “CSX.” 

Description of Common and Preferred Stock

A total of 600 million shares of common stock are authorized, of which 393,460,376 shares were outstanding as of December 2009.  Each share is entitled to one vote in all matters requiring a vote of shareholders.  There are no pre-emptive rights, which are privileges extended to select shareholders that allow them to purchase additional shares before other members of the general public in the event of an offering.  At February 5, 2010, the latest practicable date, there were 39,364 common stock shareholders of record.  The weighted average of common shares outstanding, which was used in the calculation of diluted earnings per share, was approximately 396 million as of December 25, 2009.  (See Note 2, Earnings Per Share.)

A total of 25 million shares of preferred stock is authorized, none of which is currently outstanding.

The following table sets forth, for the quarters indicated, the dividends declared and the high and low share prices of CSX common stock as required by SEC Regulation S-K.
 

 
Quarter
 
     
1st
2nd
3rd
4th
 
Year
2009
 
Dividends
 $0.22
 $0.22
 $0.22
 $0.22
 
 $0.88
 
Common Stock Price
 
 
High
 $36.82
 $36.57
 $48.85
 $50.80
 
 $50.80
 
Low
 $20.70
 $25.09
 $30.25
 $40.67
 
 $20.70
 
2008
 
Dividends
 $0.15
 $0.18
 $0.22
 $0.22
 
 $0.77
 
Common Stock Price
 
 
High
 $58.10
 $70.70
 $69.50
 $56.35
 
 $70.70
 
Low
 $39.87
 $55.04
 $50.50
 $30.61
 
 $30.61


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CSX CORPORATION
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 Stock Performance Graph

The cumulative shareholder returns, assuming reinvestment of dividends, on $100 invested at December 31, 2004 are illustrated on the graph below.  The Company references the Standard & Poor 500 Stock Index (“S&P 500”) and the Dow Jones U.S. Transportation Average Index, which provide comparisons to a broad-based market index and other companies in the transportation industry.  As shown in the graph, CSX’s five-year stock returns significantly outpaced those of the S&P 500.



 * The S&P 500 is a registered trademark of the McGraw-Hill Companies, Inc.

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CSX CORPORATION
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CSX Purchases of Equity Securities

          CSX is required to disclose any purchases of its own common stock for the most recent quarter.  CSX purchases its own shares for two primary reasons: to further its goals under its share repurchase program and to fund the Company’s contribution required to be paid in CSX common stock under a 401(k) plan which covers certain union employees.

In 2008, CSX announced an increase to its share repurchase program, prospectively targeting $3 billion in shares.  While there was no share repurchase activity in 2009, as of December 2009, CSX has cumulatively completed approximately $1.25 billion of that targeted share repurchase amount and has remaining authority of $1.75 billion.   In 2010, through the date of this filing, the Company completed approximately $229 million of additional share repurchases.    Additional repurchases will be considered as part of the Company’s evaluation of how best to deploy its capital resources among alternatives while considering changes in market and business conditions.


Selected financial data and significant events related to the Company’s financial results for the last five fiscal years are listed below.

     
Fiscal Years
(Dollars in Millions, Except Per Share Amounts)
2009
2008
2007
2006
2005
               
Earnings From Continuing Operations
         
 
Operating Revenue
 $9,041
 $11,255
 $10,030
 $9,566
 $8,618
 
Operating Expense
 6,756
 8,487
 7,770
 7,417
 7,062
   
Operating Income
 $2,285
 $2,768
 $2,260
 $2,149
 $1,556
               
Earnings from Continuing Operations (a)
 $1,137
 $1,495
 $1,236
 $1,318
 $716
               
Earnings Per Share: (a)
         
 
From Continuing Operations
 $2.90
 $3.73
 $2.88
 $3.00
 $1.66
 
From Continuing Operations, Assuming Dilution
 2.87
 3.66
 2.77
 2.84
 1.58
               
Financial Position
         
 
Cash, Cash Equivalents and Short-term Investments
 $1,090
 $745
 $714
 $900
 $602
 
Total Assets
 27,036
 26,288
 25,534
 25,129
 24,232
 
Long-term Debt
 7,895
 7,512
 6,470
 5,362
 5,093
 
Shareholders' Equity (b)
 8,860
 8,068
 8,706
 9,031
 8,022
               
Other Data Per Common Share
         
 
Dividend Per Share
 $0.88
 $0.77
 $0.54
 $0.33
 $0.215
               
Employees -- Annual Averages
         
 
Rail
 28,572
 31,664
 32,477
 32,987
 32,033
 
Other
 1,516
 2,699
 2,966
 3,018
 3,076
   
Total
 30,088
 34,363
 35,443
 36,005
 35,109

(a)  
Prior year amounts have been reclassified to reflect discontinued operations.  For further information, see Note 14, Discontinued Operations.

(b)  
Prior year amounts have been reclassified to reflect noncontrolling interest expense as a component of Stockhoders’ Equity.  See New Accounting Pronouncements in Note 1, Nature of Operations and Significant Accounting Policies for further information.

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Significant Events


2008
--
Recorded a non-cash adjustment to income of $30 million pre-tax, or $19 million after-tax, to correct equity earnings from a non-consolidated subsidiary. 

2006
--
Two-for-one split of the Company’s common stock effective 2006.  All periods have been retroactively restated to reflect the stock split.

 
--
Recognized gains of $168 million pre-tax, or $104 million after-tax, on insurance recoveries from claims related to Hurricane Katrina.

 
--
Recognized an income tax benefit of $151 million primarily related to the resolution of certain tax matters, including resolution of ordinary course federal income tax audits for 1994 – 1998.

 
--
Recognized a $26 million after-tax non-cash gain on additional Conrail property received.

2005
--
Recognized a charge of $192 million pre-tax, or $123 million after-tax, to repurchase $1.0 billion of outstanding debt, for costs of the increase in current market value above original issue value.  (See Note 9, Debt and Credit Agreements.)

 
--
Recognized an income tax benefit of $71 million for the Ohio legislative change to gradually eliminate its corporate franchise tax.




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CSX CORPORATION
PART II




CSX and the rail industry provide customers with access to an expansive and interconnected transportation network that plays a key role in North American commerce.  CSX’s network is positioned to reach more than two-thirds of Americans, who account for about three-quarters of the nation’s consumption of goods.  The CSX rail network spans 21,000 miles of track with service to 23 states and the District of Columbia, and connects more than 70 ocean, river, and lake ports with major manufacturing and distribution centers in the Northeast, Midwest and South. Through this network, the Company transports a broad portfolio of products, ranging from coal and new energy sources, like biodiesel and ethanol, to automobiles, chemicals, military equipment and consumer products.

In 2009, CSX and the rail industry experienced significant freight rail volume declines.  During this period CSX, nonetheless, was able to make financial and operational improvements by maintaining a focus on safety, train operations and cost control.  CSX took aggressive actions to manage costs and right-size resources to match demand conditions.  These actions included right-sizing the labor force through furloughs to match decreasing volumes, adjusting the ONE Plan to reduce the size of its scheduled train network, adjusting the unit train network in order to conserve resources and reducing the number of active locomotives and freight cars to reduce maintenance costs.  In addition to controlling resources, the Company stayed focus on striving for high safety standards and continuing to provide strong customer service.  The Company also continues to advance its Total Service Integration (“TSI”) initiative, which aims to optimize train size and increase asset utilization while delivering more reliable service to customers.

In addition to a commitment to strengthening operational efficiency and productivity, CSX continues to invest in its network to further enhance safety and improve service and reliability for its customers.  To adequately continue these investments, the Company must be able to operate in an environment in which it can generate adequate returns and drive shareholder value.  To that end, CSX will continue to advocate for a fair and balanced regulatory environment to ensure that the value of CSX’s rail service will be reflected in new legislation and policy.
 
As an example of CSX’s commitment to investing in its network and improving the flow of freight, the Company launched the National Gateway, a multi-million dollar public-private infrastructure initiative which will significantly improve the efficiency of the freight network between the Mid-Atlantic ports and the Midwest.  When completed, the National Gateway is expected to reduce truck traffic and increase intermodal capacity on key corridors without increasing the number of trains.  As a result, the Company’s customers will benefit from improved service and reliability, reduced transport times and expanded access to rail services.

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With a blend of improved safety trends, productivity gains, pricing and prudent investment in the train network and rail efficiency, the Company has positioned itself to benefit from the gradual economic recovery.  The Company expects to deliver double-digit earnings per share growth for 2010.  This expectation is supported by strong volume and revenue growth, including export coal shipments that could approach 30 million tons this year, and strong operating ratio improvement as well.


·  
Revenue decreased $2.2 billion or 20% to $9.0 billion as declines in volume and lower fuel surcharge revenue more than offset core pricing gains.

·  
Expenses decreased $1.7 billion or 20% to $6.8 billion, reflecting a sharp decline in the price of fuel as well as productivity gains and right-sizing efforts.

·  
Operating income decreased $483 million or 17% to $2.3 billion.

·  
Operating ratio improved to 74.7%, an all-time record.

Even with a severe, broad-based economic recession, CSX delivered solid financial results.  Revenues were down 20% from the prior year, as a 6.2% increase in core pricing was offset by a 15% decline in volume and lower fuel surcharge recovery (associated with the sharp decline in fuel prices).  Year-over-year volume declines were experienced across all markets with the exception of the domestic intermodal segment.  In this challenging environment, the Company continued to achieve pricing gains primarily due to improved service and the overall cost advantages that rail-based solutions provide to customers versus other modes of transportation.

At the same time, CSX was able to reduce expenses by $1.7 billion, or 20%, versus the prior year.  These expense reductions helped partially offset the revenue decline and were a combined result of lower fuel expense, ongoing productivity initiatives and overall cost management efforts.  Because of the Company’s continued focus on cost control, CSX was able to achieve a record operating ratio of 74.7%.

For additional information, refer to Rail and Intermodal Results of Operations discussed on pages 39 through 42.

In addition to the financial highlights described above, the Company measures and reports safety and service performance.  CSX strives for continuous improvement in these measures through training, initiatives and investment.  For example, the Company’s safety and train accident prevention programs rely on broad employee involvement.  The programs utilize operating rules training, compliance measurement, root cause analysis and communication to create a safer environment for employees and the public.  Continued capital investment in Company assets, including track, bridges, signals, equipment and detection technology, also supports safety performance.

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During 2009, the Company continued to advance its efforts on safety and operating performance.  CSXT delivered improved year-over-year results in both FRA personal injuries and train accidents.  The FRA personal injury index declined to 1.19, a 2% improvement. Reported FRA train accident frequency declined to 2.77, for a 5% improvement. The same results over a five year period show a 49% improvement in the FRA personal injury frequency index and a 43% improvement in the FRA train accident rate which is attributable to the Company’s continuous focus on safety.

Key service metrics remained strong in the year. On-time train originations and arrivals were 81% and 80%, respectively, for the year.  CSXT reduced the number of train starts in response to lower demand which resulted in an increase in average dwell to 24.1.  Average cars-on-line declined to 216,013, also primarily due to lower demand levels. Average train velocity improved to 21.8 miles per hour, as the network remained fluid. CSXT aims to maintain key operating measures and service reliability at high levels, while reducing resource utilization in response to current business conditions.

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Rail Operating Statistics (Estimated)
Fiscal Years
Improvement/
 
2009
2008
(Decline)
%
Service
Measurements
FRA Personal Injuries Frequency Index
 1.19
 1.22
 2
%
 
 
FRA Train Accident Rate
 2.77
 2.92
 5
 
 
 
On-Time Train Originations
81%
79%
 3
 
 
On-Time Destination Arrivals
80%
70%
 14
 
 
 
Dwell
 24.1
 23.3
 (3)
 
 
Cars-On-Line
 216,013
 223,577
 3
 
 
 
Train Velocity
 21.8
 20.5
 6
 
 
 
Increase/
 
 
(Decrease)
 
Resources
Route Miles
 21,190
 21,205
 -
%
 
Locomotives (owned and long-term leased)
 4,071
 4,143
 (2)
 
 
Freight Cars (owned and long-term leased)
 84,282
 91,350
 (8)
%

Key Performance Measures Definitions

FRA Personal Injuries Frequency Index – Number of FRA-reportable injuries per 200,000 man-hours.

FRA Train Accident Rate – Number of FRA-reportable train accidents per million train-miles.

On-Time Train Originations – Percent of scheduled road trains that depart the origin yard on-time or ahead of schedule.

On-Time Destination Arrivals – Percent of scheduled road trains that arrive at the destination yard on-time to two hours late (30 minutes for intermodal trains).

Dwell – Average amount of time in hours between car arrival at and departure from the yard.  It does not include cars moving through the yard on the same train.

Cars-On-Line – An average count of all cars on the network (does not include locomotives, cabooses, trailers, containers or maintenance equipment).

Train Velocity – Average train speed between terminals in miles per hour (does not include locals, yard jobs, work trains or passenger trains).



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In addition to producing strong financial, safety and service results, CSX continued to invest in its business to create long-term value for shareholders.  In 2009 property additions of $1.4 billion as well as $160 million of new assets purchased using seller financing were slightly lower than prior year.  (These items are reflected in the investing and financing sections of the cash flow statement, respectively.)  The Company remains committed to maintaining and improving its existing infrastructure and to positioning itself for long-term growth through expanding network and terminal capacity.  As described below, free cash flow before dividends decreased $551 million to $670 million.  This decrease was primarily driven by decreased cash from operations as a result of lower earnings.  Partially offsetting this decrease were fewer property additions in 2009 compared to the prior year.  CSX also maintained the quarterly dividend of $0.22 throughout 2009. 

Free Cash Flow (Non-GAAP Measure)

Free cash flow is considered a non-GAAP financial measure under SEC Regulation G, Disclosure of Non-GAAP Measures. Management believes, however, that free cash flow is important in evaluating the Company’s financial performance and measures an ability to generate cash without incurring additional external financing. Free cash flow should be considered in addition to, rather than a substitute for, cash provided by operating activities.

Free cash flow is calculated by using net cash from operations and adjusting for property additions and certain other investing activities.  Also, added to free cash flow is the Company’s 42% economic interest in Conrail’s free cash flow which is not consolidated in CSX amounts.

The following table reconciles cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure).   


 
 Fiscal Years
 
2009
2008
2007
(Dollars in Millions)
Net cash provided by operating activities
 $2,060
 $2,914
 $2,184
Property additions (a)
 (1,447)
 (1,740)
 (1,773)
Other investing activities and Conrail free cash flow
 57
 47
 (35)
Free Cash Flow (before payment of dividends)
 $670
 $1,221
 $376

 
(a) As shown on the cash flow statement under supplemental cash flow information, seller financed assets included new assets purchased as well as lease buyouts.  New assets purchased included in this amount were $160 million and $54 million for 2009 and 2008, respectively.  No new assets were purchased during 2007 using seller financing.


33

CSX CORPORATION
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Certain statements in this report and in other materials filed with the SEC, as well as information included in oral statements or other written statements made by the Company, are forward-looking statements.  The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements within the meaning of the Private Securities Litigation Reform Act may contain, among others, statements regarding:
 
·  
projections and estimates of earnings, revenues, volumes, rates, cost-savings, expenses, or other financial items;

·  
expectations as to results of operations and operational initiatives;

·  
expectations as to the effect of claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements on the Company’s financial condition, results of operations or liquidity;

·  
management’s plans, strategies and objectives for future operations, proposed new services and other similar expressions concerning matters that are not historical facts, and management’s expectations as to future performance and operations and the time by which objectives will be achieved; and

·  
future economic, industry or market conditions or performance and their effect on the Company’s financial condition, results of operations or liquidity.
 
Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” and similar expressions. The Company cautions against placing undue reliance on forward-looking statements, which reflect its good faith beliefs with respect to future events and are based on information currently available to it as of the date the forward-looking statement is made.    Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the timing when, or by which, such performance or results will be achieved. 
 

34

CSX CORPORATION
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Forward-looking statements are subject to a number of risks and uncertainties and actual performance or results could differ materially from those anticipated by any forward-looking statements. 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.  The following important factors, in conjunction with those discussed in Item 1A (Risk Factors) and elsewhere in this report, may cause actual results to differ materially from those contemplated by any forward-looking statements:
 
·  
legislative, regulatory or legal developments involving transportation, including rail or intermodal transportation, the environment, hazardous materials,  taxation, including the outcome of tax claims and litigation, the potential enactment of initiatives to re-regulate the rail industry and the ultimate outcome of shipper and rate claims subject to adjudication;
 
·  
the outcome of litigation and claims, including, but not limited to, those related to fuel surcharge, environmental contamination, personal injuries and occupational illnesses;

·  
material changes in domestic or international economic, political or business conditions, including those affecting the transportation industry such as access to capital markets, ability to revise debt arrangements as contemplated, customer demand, customer acceptance of price increases, effects of adverse economic conditions affecting shippers and adverse economic conditions in the industries and geographic areas that consume and produce freight;

·  
worsening conditions in the financial markets that may affect timely access to capital markets, as well as the cost of capital;

·  
availability of insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;

·  
changes in fuel prices, surcharges for fuel and the availability of fuel;

·  
the impact of increased passenger activities in capacity-constrained areas or regulatory changes affecting when CSXT can transport freight or service routes;

·  
natural events such as severe weather conditions, including floods, fire, hurricanes and earthquakes, a pandemic crisis affecting the health of the Company’s employees, its shippers or the consumers of goods, or other unforeseen disruptions of the Company’s operations, systems, property or equipment;

·  
noncompliance with applicable laws or regulations;

35

CSX CORPORATION
PART II



·  
the inherent risks associated with safety and security, including the availability and cost of insurance, the availability and vulnerability of information technology, adverse economic or operational effects from actual or threatened war or terrorist activities and any governmental response;

·  
labor costs and labor difficulties, including stoppages affecting either the Company’s operations or the customers’ ability to deliver goods to the Company for shipment;

·  
competition from other modes of freight transportation, such as trucking and competition and consolidation within the transportation industry generally;

·  
the Company’s success in implementing its strategic plans and operational objectives and improving operating efficiency;

·  
changes in operating conditions and costs or commodity concentrations; and

·  
the inherent uncertainty associated with projecting full year 2010 economic and business conditions at an early point in the year and in the economic recovery.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified elsewhere in this report and in CSX’s other SEC reports, accessible on the SEC’s website at www.sec.gov and the Company’s website at www.csx.com.  The information on the CSX website is not part of this annual report on Form 10-K.



36

CSX CORPORATION
PART II



2009 vs. 2008 Results of Operations
(Dollars in Millions)
Fiscal Years
     
             
CSX
     
       
Rail (a)
Intermodal
Consolidated (a)
     
       
2009
2008
2009
2008
2009
2008
$ Change
% Change
 
Revenue
 $7,837
 $9,789
 $1,204
 $1,466
 $9,041
 $11,255
 $(2,214)
 (20)
%
Operating Expense:
                 
 
Labor and Fringe
 2,561
 2,879
 68
 76
 2,629
 2,955
 326
 11
 
 
Materials, Supplies and Other
 1,530
 1,933
 185
 200
 1,715
 2,133
 418
 20
 
 
Fuel
 845
 1,810
 4
 7
 849
 1,817
 968
 53
 
 
Depreciation
 883
 879
 25
 25
 908
 904
 (4)
 -
 
 
Equipment and Other Rents
 289
 317
 102
 108
 391
 425
 34
 8
 
 
Inland Transportation
 (394)
 (507)
 658
 760
 264
 253
 (11)
 (4)
 
   
Total Expense
 5,714
 7,311
 1,042
 1,176
 6,756
 8,487
 1,731
 20
 
 
Operating Income
 $2,123
 $2,478
 $162
 $290
 $2,285
 $2,768
 $(483)
 (17)
 
                         
 
Interest Expense
       
 (558)
 (519)
 (39)
 (8)
 
 
Other Income - Net
       
 34
 100
 (66)
 (66)
 
 
Income Tax Expense
       
 (624)
 (854)
 230
 27
 
 
Earnings from Continuing Operations
       
 1,137
 1,495
 (358)
 (24)
 
 
Discontinued Operations (b)
       
 15
 (130)
 145
 112
 
 
Net Earnings
       
 $1,152
 $1,365
 $(213)
 (16)
 
                         
 
Earnings Per Diluted Share
                 
 
From Continuing Operations
       
 $2.87
 $3.66
 $(0.79)
 (22)
 
 
Discontinued Operations (b)
       
 0.04
 (0.32)
 0.36
 113
 
 
Net Earnings
       
 $2.91
 $3.34
 $(0.43)
 (13)
%
                         
 
Operating Ratio
72.9%
74.7%
86.5%
80.2%
74.7%
75.4%
     

 
(a)  
In addition to CSXT, the Rail segment includes non-railroad subsidiaries such as Total Distribution Services, Inc., Transflo Terminal Services, Inc., CSX Technology, Inc. and other subsidiaries.
 
(b)  
In 2009, CSX sold the stock of a subsidiary that indirectly owned Greenbrier Hotel Corporation, owner of The Greenbrier resort.  The results are now classified as discontinued operations.  For more information, see Note 14,  Discontinued Operations.
 

 

 



37

CSX CORPORATION
PART II


 
VOLUME AND REVENUE (Unaudited)
Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
Fiscal Years
                             
 
Volume
 
Revenue
 
Revenue Per Unit
 
2009
2008
% Change
 
2009
2008
% Change
 
2009
2008
% Change
Chemicals
 424
 493
 (14)
%
 
 $1,267
 $1,454
 (13)
 %
 $2,988
 $2,949
 1
%
Emerging Markets
 405
 487
 (17)
   
 585
 714
 (18)
   
 1,444
 1,466
 (2)
 
Forest Products
 258
 344
 (25)
   
 547
 793
 (31)
   
 2,120
 2,305
 (8)
 
Agricultural Products
 428
 432
 (1)
   
 960
 1,010
 (5)
   
 2,243
 2,338
 (4)
 
Metals
 200
 337
 (41)
   
 399
 752
 (47)
   
 1,995
 2,231
 (11)
 
Phosphates and Fertilizers
 289
 334
 (13)
   
 373
 461
 (19)
   
 1,291
 1,380
 (6)
 
Food and Consumer
 100
 109
 (8)
   
 233
 281
 (17)
   
 2,330
 2,578
 (10)
 
Total Merchandise
 2,104
 2,536
 (17)
   
 4,364
 5,465
 (20)
   
 2,074
 2,155
 (4)
 
                             
Coal
 1,487
 1,779
 (16)
   
 2,615
 3,110
 (16)
   
 1,759
 1,748
 1
 
Coke and Iron Ore
 66
 100
 (34)
   
 112
 175
 (36)
   
 1,697
 1,750
 (3)
 
Total Coal
 1,553
 1,879
 (17)
   
 2,727
 3,285
 (17)
   
 1,756
 1,748
 -
 
                             
Automotive
 234
 343
 (32)
   
 511
 784
 (35)
   
 2,184
 2,286
 (4)
 
                             
Other
 -
 -
 -
   
 235
 255
 (8)
   
 -
 -
 -
 
Total Rail
 3,891
 4,758
 (18)
   
 7,837
 9,789
 (20)
   
 2,014
 2,057
 (2)
 
                             
International
 780
 1,000
 (22)
   
 353
 509
 (31)
   
 453
 509
 (11)
 
Domestic
 1,122
 1,069
 5
   
 831
 927
 (10)
   
 741
 867
 (15)
 
Other
 -
 -
 -
   
 20
 30
 (33)
   
 -
 -
 -
 
Total Intermodal
 1,902
 2,069
 (8)
   
 1,204
 1,466
 (18)
   
 633
 709
 (11)
 
                             
Total
 5,793
 6,827
 (15)
%
 
 $9,041
 $11,255
 (20)
 %
 
 $1,561
 $1,649
 (5)
 %

 
 Certain data within Merchandise categories have been reclassified to conform to the current year presentation.
 

38

CSX CORPORATION
PART II

2009 vs. 2008 Rail Results of Operations

Rail Revenue

Rail revenue, which excludes Intermodal, is categorized by three main lines of business: merchandise, coal and automotive.  Rail revenue decreased $2.0 billion, or 20%, to $7.8 billion from the prior year driven by an 18% decline in volume and lower fuel cost recovery associated with the sharp decline in fuel prices.  The broad-based economic recession drove year-over-year volume declines across all major markets.  In this challenging environment, CSXT continued to achieve pricing gains primarily due to improved service and the overall cost advantages that rail-based solutions provide to customers versus other modes of transportation.

Merchandise

Chemicals – Volume declined as weakness in the housing, automotive and consumer goods markets significantly reduced demand for chemical products related to those markets. Revenue per unit was flat as yield management efforts were offset by lower fuel recovery.

Emerging Markets – Volume was down as a result of declines in aggregate shipments, such as crushed stone, sand and gravel, caused by a continued weakness in both residential and non-residential construction.

Forest Products – A weak housing market drove the decline in lumber and building products. Paper volume continued to be soft due to electronic media substitution and less packaging being used as a result of lower consumer spending.

Agricultural Products - Volume was down slightly as the growth in ethanol and export grain was more than offset by lower poultry production which negatively impacted the feed grain and ingredient markets.

Metals – The largest decline in volume was experienced in metals driven by weak global and domestic steel demand in the automotive and construction industries.  The decline in demand moderated during the year due to replenishment of low inventories and an improvement in automotive production.

Phosphates and Fertilizers – International and domestic shipments declined due to lower phosphate and potash soil application by farmers in reaction to lower prices for grain and the tight credit environment.

Food and Consumer –Weakness in residential construction caused reduced shipments of appliances and other consumer goods.  Yet, basic needs markets such as food products were less severely impacted by the economic conditions.

39

CSX CORPORATION
PART II

Coal

Volume declines were driven by lower demand from electric utilities and a decrease in exports compared to 2008.  Domestic coal demand for generating electricity was down due to natural gas substitution and lower industrial production, resulting in continued high stock pile levels.   The 2009 export market decline was a result of both lower steel production in Europe reducing the need for metallurgical coal (used to produce steel) and less expensive alternative global sources for European utilities.  Overall revenue per unit for the Coal market improved as yield management efforts more than offset lower fuel recovery.

For 2010, domestic utility demand is expected to remain weak through the first half of the year.  However, export market conditions are improving due to increasing global steel production.  Export coal shipments could approach 30 million tons in 2010. This increase in demand is expected to more than offset the forecasted domestic utility coal weakness, potentially producing full year gains in overall coal, coke and iron ore shipments.

Automotive

Volume declined due to a reduction in light vehicle production, several plant closures and lower vehicle sales driven by the weak economy and a tight credit environment.  Volume, however, improved in the second half of the year as inventories stabilized and the Cash for Clunkers program helped spur sales. Revenue per unit was negatively impacted by lower fuel recovery associated with the sharp decline in fuel prices.

Rail Expense

Total rail expenses for 2009 decreased 22% or $1.6 billion to $5.7 billion compared to the prior year.  The description of what is included in each category as well as significant year over year changes is described below.
 
 
Labor and Fringe expenses include employee compensation and benefit programs.  These expenses are primarily affected by inflation, headcount, wage rates, incentives earned, healthcare plan costs, and pension and other post-retirement plan expenses.  These expenses decreased $318 million primarily driven by labor productivity initiatives, such as employee furloughs and reduced crew overtime.  Lower incentive compensation was partially offset by inflation and other items.


40

CSX CORPORATION
PART II

Materials, Supplies and Other expenses consist primarily of materials and contracted services to maintain infrastructure and equipment and for terminal services at automotive facilities.  This category also includes costs related to casualty claims, environmental remediation, train accidents, utilities, property and sales taxes and professional services.  Materials, supplies and other expenses decreased by $403 million in 2009. This decrease is driven by several items, the largest impact being a decline in volume-related expenses.  Improving trends in safety and a decrease in overall casualty claims drove a net favorable adjustment to casualty reserves during 2009.  Prior year storm and proxy-related items not repeated in the current year also added to this decrease.  Lastly, improved collections and a stabilizing economic environment caused a decrease in bad debt expense.  This decrease was partially offset by an increase in inflation-related items in 2009.

Fuel expense includes locomotive diesel fuel as well as non-locomotive fuel.  This expense is driven by the market price and locomotive consumption of diesel fuel.  Fuel expense decreased $965 million primarily due to sharply lower fuel prices and lower volume.

Depreciation expense primarily relates to recognizing the cost of a capital asset, such as locomotives, railcars and track structure, over its useful life.  This expense is impacted primarily by the capital expenditures made each year.  Depreciation expense increased $4 million primarily due to a slightly larger asset base.  This increase was largely offset by lower depreciation rates resulting from periodic asset life studies.

Equipment and Other Rents primarily includes rent paid for freight cars owned by other railroads or private companies, net of rents received by CSXT for use of CSXT equipment.  This category of expenses also includes lease expenses primarily for locomotives, railcars, containers and trailers, office and other rentals. These expenses decreased $28 million mainly due to lower volume and fewer locomotive leases.

Inland Transportation expenses included in the rail segment are primarily for amounts paid to CSXT from Intermodal for shipments on CSXT’s network.  These intercompany charges are eliminated in consolidated results.  The remaining consolidated amount which fluctuates with volume is expense paid by Intermodal to other transportation companies.



41

CSX CORPORATION
PART II

2009 vs. 2008 Intermodal Results of Operations

Intermodal operating income decreased $128 million, or 44%, to $162 million in 2009. Intermodal revenue declined $262 million, or 18%, to $1.2 billion, due to an 8% reduction in volume and an 11% decline in revenue per unit. The volume decline was led by a decrease in international traffic due to the economy which was partially offset by domestic growth in railroad provided container shipments, over-the-road truckload conversions, and expanded service offerings. Revenue per unit was lower primarily due to decreased fuel recovery and competitive truck pricing.

Intermodal operating expense decreased 11%, or $134 million, to $1.0 billion driven primarily by a decline in volume and lower fuel prices. Purchased transportation expense increased over 2008 due to increased volume in domestic transcontinental traffic.

2009 vs. 2008 Consolidated Results

Interest Expense

Interest expense increased $39 million to $558 million due to higher average debt balances in 2009.

Other Income – Net

Other income decreased $66 million to $34 million in 2009.  Last year’s results included a $30 million non-cash adjustment to correct equity earnings from a non-consolidated subsidiary that was not repeated in the current year.  This decrease also included lower average cash and investment balances and a lower average rate of return as well as lower income from real estate sales.

Income Tax Expense

Income tax expense decreased $230 million to $624 million primarily due to lower earnings in 2009.

Net Earnings

Net earnings decreased $213 million to $1.2 billion and earnings per diluted share decreased $.43 to $2.91 in 2009.  This decrease was primarily due to the following factors:

·  
Operating income decreased $483 million primarily due to lower revenue.

·  
Offsetting this decrease was a $145 million increase in income from discontinued operations as 2008 included an impairment loss related to The Greenbrier as well as a $230 million decrease in tax expense.

42

CSX CORPORATION
PART II


2008 vs. 2007 Results of Operations>
(Dollars in Millions)
Fiscal Year
                         
               
CSX
     
       
Rail (a)
Intermodal
Consolidated
     
       
2008
2007
2008
2007
2008
2007
$ Change
% Change
 
Revenue
 $9,789
 $8,674
 $1,466
 $1,356
 $11,255
 $10,030
 $1,225
 12
%
Operating Expense:
                 
 
Labor and Fringe
 2,879
 2,905
 76
 81
 2,955
 2,986
 31
 1
 
 
Materials, Supplies and Other
 1,933
 1,720
 200
 178
 2,133
 1,898
 (235)
 (12)
 
 
Fuel
 
 1,810
 1,307
 7
 5
 1,817
 1,312
 (505)
 (38)
 
 
Depreciation
 879
 849
 25
 34
 904
 883
 (21)
 (2)
 
 
Equipment and Other Rents
 317
 341
 108
 110
 425
 451
 26
 6
 
 
Inland Transportation
 (507)
 (448)
 760
 688
 253
 240
 (13)
 (5)
 
 
 Total Expense
 
 7,311
 6,674
 1,176
 1,096
 8,487
 7,770
 (717)
 (9)
 
 
Operating Income
 $2,478
 $2,000
 $290
 $260
 $2,768
 $2,260
 $508
 22
 
                         
 
Interest Expense
       
 (519)
 (417)
 (102)
 (24)
 
 
Other Income - Net
       
 100
 105
 (5)
 (5)
 
 
Income Tax Expense
       
 (854)
 (712)
 (142)
 (20)
 
 
Earnings from Continuing Operations
           
 1,495
 1,236
 259
 21
 
 
Discontinued Operations (b)
       
 (130)
 100
 (230)
 (230)
 
 
Net Earnings
       
 $1,365
 $1,336
 $29
 2
 
                         
 
Earnings Per Diluted Share
                 
 
From Continuing Operations
       
 $3.66
 $2.77
 $0.89
 32
 
 
Discontinued Operations (b)
       
 (0.32)
 0.22
 (0.54)
 (245)
 
 
Net Earnings
       
 $3.34
 $2.99
 $0.35
 12
%
                         
 
Operating Ratio
74.7%
76.9%
80.2%
80.8%
75.4%
77.5%
     

(a)  
In addition to CSXT, the Rail segment includes non-railroad subsidiaries such as TDSI, Transflo, CSX Technology and other subsidiaries.

(b)  
In 2009, CSX sold the stock of a subsidiary that indirectly owned Greenbrier Hotel Corporation, owner of The Greenbrier resort.  The results are now classified as discontinued operations.  For more information, see Note 14,  Discontinued Operations.
 
 


43

CSX CORPORATION
PART II


 
VOLUME AND REVENUE (Unaudited)
Volume (Thousands of Units); Revenue (Dollars in Millions); Revenue Per Unit (Dollars)
Fiscal Years
                             
 
Volume
 
Revenue
 
Revenue Per Unit
 
2008
2007
% Change
 
2008
2007
% Change
 
2008
2007
% Change
Chemicals
 493
 527
 (6)
%
 
 $1,454
 $1,331
 9
 %
 $2,949
 $2,526
 17
%
Emerging Markets
 487
 546
 (11)
   
 714
 684
 4
   
 1,466
 1,253
 17
 
Forest Products
 344
 385
 (11)
   
 793
 803
 (1)
   
 2,305
 2,086
 10
 
Agricultural Products
 432
 410
 5
   
 1,010
 786
 28
   
 2,338
 1,917
 22
 
Metals
 337
 355
 (5)
   
 752
 702
 7
   
 2,231
 1,977
 13
 
Phosphates and Fertilizers
 334
 363
 (8)
   
 461
 421
 10
   
 1,380
 1,160
 19
 
Food and Consumer
 109
 118
 (8)
   
 281
 263
 7
   
 2,578
 2,229
 16
 
Total Merchandise
 2,536
 2,704
 (6)
   
 5,465
 4,990
 10
   
 2,155
 1,845
 17
 
                             
Coal
 1,779
 1,771
 -
   
 3,110
 2,483
 25
   
 1,748
 1,402
 25
 
Coke and Iron Ore
 100
 91
 10
   
 175
 120
 46
   
 1,750
 1,319
 33
 
Total Coal
 1,879
 1,862
 1
   
 3,285
 2,603
 26
   
 1,748
 1,398
 25
 
                             
Automotive
 343
 439
 (22)
   
 784
 839
 (7)
   
 2,286
 1,911
 20
 
                             
Other
 -
 -
 -
   
 255
 242
 5
   
 -
 -
 -
 
Total Rail
 4,758
 5,005
 (5)
   
 9,789
 8,674
 13
   
 2,057
 1,733
 19
 
                             
International
 1,000
 1,132
 (12)
   
 509
 525
 (3)
   
 509
 464
 10
 
Domestic
 1,069
 979
 9
   
 927
 807
 15
   
 867
 824
 5
 
Other
 -
 -
 -
   
 30
 24
 25
   
 -
 -
 -
 
Total Intermodal
 2,069
 2,111
 (2)
   
 1,466
 1,356
 8
   
 709
 642
 10
 
                             
Total
 6,827
 7,116
 (4)
%
 
 $11,255
 $10,030
 12
 %
 
 $1,649
 $1,409
 17
 %

 Prior periods have been reclassified to conform to the current presentation.

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2008 vs. 2007 Rail Results of Operations

Rail Revenue

Rail revenue, which excludes Intermodal, is categorized by three main lines of business: merchandise, coal and automotive.  Rail revenue increased $1.1 billion, or 13%, to $9.8 billion in 2008 as compared to prior year. CSXT was able to achieve continued pricing gains predominantly due to the overall cost and service advantages that the Company’s rail based solutions provide to customers versus other modes of transportation. Higher fuel cost recovery, coupled with favorable pricing, more than offset volume losses driven by the weakening economy.

Merchandise

Chemicals – Revenue and revenue-per-unit improved due to a continued favorable pricing environment and fuel recoveries. Volume was down as a result of declines in plastic and plastic feedstock shipments, driven by weakness in housing, automotive and consumer goods markets.

Emerging Markets – Revenue and revenue-per-unit grew due to continued yield management efforts and favorable fuel recovery. Volume was down as a result of declines in aggregate shipments, such as crushed stone, sand and gravel, caused by a continued weakness in both residential and non-residential construction.  These declines more than offset growth in shipments of scrubber limestone and transportation equipment.

Forest Products – Revenue was flat and volume declined as shipments of building products slowed due to the decline in residential housing starts.  Further driving volume declines was a reduction in printing paper and newsprint as a combination of electronic media substitution and reduced advertising pages affected demand.

Agricultural Products – Revenue and volume increased due to continued growth in ethanol shipments and strong domestic demand in feed ingredients. Revenue-per-unit grew as a result of continued focus on yield management and increased fuel recovery.

Metals – Revenue and revenue-per-unit increased due to higher fuel recovery and continued pricing actions. Lower demand for steel due to continued weakness in construction and automobile production resulted in volume declines.  These declines more than offset growth in shipments of pipe which were driven by increases in drilling activity and pipeline construction.

Phosphates and Fertilizers – Volume declined in phosphate shipments as weak international and domestic demand resulted in plant curtailments.  Revenue-per-unit increases were driven primarily by yield initiatives and increased fuel recovery.

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Food and Consumer – Volume declined with decreased demand for building products, appliances and consumer goods driven by the weakening economy and housing market.  Revenue-per-unit growth resulted from favorable fuel recoveries and yield initiatives.

Coal

Favorable pricing and fuel recovery positively influenced revenue and revenue-per-unit. Volumes were slightly up as strength in the export and river markets were offset by weakness in electric utility shipments.

Automotive

Volume and revenue declined due to a reduction in light vehicle production, several plant closures, and lower vehicle sales driven by the slowing economy and tight credit environment. Consistent with the overall automotive market, volumes continued to shift to foreign brands produced domestically. Revenue-per-unit improved due to yield initiatives and higher fuel recoveries.

Rail Expense

Total rail operating expenses for 2008 increased 10% or $637 million to $7.3 billion compared to the prior year.  The description of what is included in each category is included in the current year’s rail expense section on the previous pages.  The significant year over year changes are described below.
 
Labor and Fringe expenses decreased $26 million primarily driven by reduced staffing levels and lower benefit costs which were mostly offset by wage inflation.

Materials, Supplies and Other expenses increased by $213 million in 2008 primarily due to favorable personal injury reserve benefits in the prior year.  Additionally, these costs also increased as a result of inflation, proxy-related items and other items.

Fuel expense increased $503 million due to higher fuel prices during most of the year which more than offset increased fuel efficiency.

Depreciation expense increased $30 million primarily due to a larger asset base as a result of higher capital spending.  This increase was partially offset by lower depreciation rates resulting from periodic asset life studies.

Equipment and Other Rents expenses decreased $24 million due mainly to lower volume and fewer locomotive leases.


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2008 vs. 2007 Intermodal Results of Operations
 
Intermodal operating income increased to $290 million, an increase of 12% or $30 million versus last year. Improved fuel recovery and a favorable traffic mix boosted revenue per unit and allowed for an 8% increase in revenue despite 2% fewer loads.  The volume impact of the continued deceleration of international traffic was somewhat offset by domestic growth in railroad provided container shipments, over-the-road truckload conversion, and short-haul moves in the Southeast.

Intermodal operating expense increased 7% or $80 million to $1.2 billion driven primarily by higher fuel prices and increased purchased transportation expense linked to growth in domestic transcontinental traffic.  Additionally, depreciation decreased based on the results of a periodic review of asset useful lives that was completed a year ago.

2008 vs. 2007 Consolidated Results of Operations

Interest Expense

Interest expense increased $102 million in 2008 to $519 million due primarily to higher average debt balances in 2008.

Other Income – Net

Other income was flat with a decrease of $5 million to $100 million in 2008.  Lower income from real estate sales as well as lower cash and investment balances in 2008 were offset by a $30 million non-cash adjustment to correct equity earnings from a non-consolidated subsidiary.

Income Tax Expense

Income tax expense increased $142 million to $854 million which was driven by higher operating income in 2008.  This increase was partially offset by an $18 million income tax benefit during 2008 principally related to the settlement of federal income tax audits and certain other tax matters.

Net Earnings

 Net earnings increased $29 million to $1.4 billion and earnings per diluted share increased $0.35 to $3.34 in 2008.  This increase was primarily due to the following factors:

·  
Operating income increased $508 million primarily driven by higher revenues.  This increase in operating income was partially offset by higher interest expense due to higher debt levels.

·  
Almost entirely offsetting this increase was a 2008 impairment loss related to The Greenbrier and a 2007 tax benefit associated with the sale of CSX’s International Terminals business that was not repeated.

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Liquidity is a company’s ability to generate adequate amounts of cash to meet both current and future needs for obligations as they mature and to provide for planned capital expenditures, including those to implement regulatory and legislative initiatives.  In order to have a complete picture of a company’s liquidity, its balance sheet, sources and uses of cash flow and external factors should be reviewed.

Material Changes in the Consolidated Balance Sheets and Significant Cash Flows

Consolidated Balance Sheets

CSX’s balance sheet reflects its strong capital base and the impact of CSX’s balanced approach in deploying its capital for the benefit of its shareholders, which includes reinvestment in the Company’s existing infrastructure, investments in the network and dividends.

Net properties increased $525 million since December 2008 due to planned capital expenditures.  Additionally, overall long-term debt obligations had a net increase of $177 million due to the new debt issuance of $500 million offset by payments of $323 million during the current year.

Total shareholders’ equity increased $792 million during 2009.  This increase was mainly attributable to net earnings partially offset by dividend payments of $345 million.

Sources and Uses of Cash

The Company has multiple sources of cash.  First, the Company generates cash from operations.  In 2009, the Company generated $2.1 billion of cash from operating activities which represented an $854 million decrease from the prior year.  This decrease was primarily driven by less cash generated from rail and intermodal operations and higher pension contributions in 2009 versus 2008.  Second, CSX has access to numerous financing sources including a $1.25 billion five-year unsecured revolving credit facility that expires in May 2012.  This facility can be increased by an additional $500 million to $1.75 billion with the approval of the lending banks.  See Note 9, Debt and Credit Agreements for more information.

CSX will also file its shelf registration statement with the SEC on February 19, 2010.   This shelf registration statement is unlimited as to amount and may be used, subject to market conditions and CSX Board authorization, to issue debt or equity securities at CSX’s discretion. While CSX seeks to give itself flexibility with respect to cash requirements, there can be no assurance that market conditions would permit CSX to sell such debt securities on acceptable terms at any given time, or at all.

In 2009, the Company entered into a $250 million receivables securitization facility. For further details, see page 50.

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Among other things, the Company uses cash for scheduled payments of debt and leases and to pay dividends to shareholders, as declared by the Board of Directors.  CSX paid dividends of $345 million in 2009, which was $37 million more than prior year.  This increase was primarily due to an increase in the quarterly dividend to $0.22 per share midway through 2008.  Net cash used in financing activities decreased primarily as a result of $1.6 billion of prior year share repurchases that were not repeated in 2009 and was partially offset by less cash received from debt issued in 2009 as compared to 2008.

Net cash used in investing activities during 2009 was driven by $1.4 billion of property additions. (In addition, capital expenditures for 2009 also included $160 million of new assets purchased using seller financing, which are included in financing activities on the cash flow statement).  Funds used for property additions are further described below.


   
Fiscal Years
Property Additions (Dollars in millions) (a)
2009
2008
2007
Track
 $768
 $720
 $630
Bridges, Signals and Other 216