8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2007

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-08022	62-1051971
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

____________________________________________________

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

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

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR

      230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

      240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

     Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

     Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On May 7, 2007, the Board of Directors (the “Board”) of CSX Corporation (the “Company”) authorized an increase in the Company’s share repurchase program from $2 billion to $3 billion.

CSX will repurchase the shares from time to time for cash in open market transactions or in privately negotiated transactions in accordance with applicable federal securities laws. The timing and amount of repurchase transactions will be determined by the Company's management based on their evaluation of market conditions, share price and other factors. At its discretion, management may terminate or suspend the repurchase program at any time, subject to the limitations of the Company’s insider trading policy.

Also on May 7, 2007, the Board approved a $0.15 per share quarterly cash dividend payable on September 14, 2007 to shareholders of record as of August 31, 2007, which represents a 25% increase from the current quarterly cash dividend payable June 15, 2007.

A copy of the press release announcing the increase in the Company’s share repurchase program and quarterly cash dividend is attached as Exhibit 99.1.

On May 8, 2007, members of the Company’s management conducted a presentation at the Bear Stearns Global Transportation Conference.  The presentation provides additional information on various financial measures. A copy of the presentation used at the conference is attached as Exhibit 99.2.

The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibits 99.1 and 99.2 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report under Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

 The following exhibits are filed as a part of this report:

Exhibit  No.	Description
99.1	Press Release dated May 8, 2007.
99.2	Presentation used at the Bear Stearns Global Transportation Conference on May 8, 2007.

SIGNATURES

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

	CSX CORPORATION
Date:  May 8, 2007	By:	/s/ David A. Boor
		David A. Boor Vice President-Tax and Treasurer

EX-99.1

Exhibit 99.1

CSX Announces Actions to Enhance Shareholder Value

Based on Higher Expectations for its Businesses

JACKSONVILLE, Fla., (May 8, 2007) – Underscoring its commitment to enhance shareholder value, the Board of Directors of CSX Corporation (NYSE: CSX) has approved a series of initiatives that will deliver both near- and long-term value.  Based on the strong long-term outlook for freight rail and intermodal transportation and higher earnings expectations for CSX businesses, the company intends to:

·   repurchase another $1 billion in company stock, for a total current program of $3 billion;

·   increase its quarterly dividend by 25 percent, starting in September of 2007; and

·   increase planned capital investments to accelerate improvements in the safety, service reliability and capacity of its transportation businesses.

“These actions emphasize our confidence in the earnings power of CSX businesses as demand for our rail and intermodal services is robust and expected to grow,” said Michael Ward, chairman, president and CEO of CSX Corporation.  “We remain committed to driving shareholder value through earnings growth and a balanced approach that includes stock buybacks, dividend increases and long-term investments that also benefit our customers, employees and the national economy.”

CSX affirmed today that it expects to achieve record levels of operating income and earnings per share in 2007, while delivering strong free cash flow.  Going forward, CSX expects to deliver double-digit increases in operating income, earnings per share and free cash flow on an average annual basis through 2010.

“Having doubled our core earning power over the last three years, we believe CSX can support these steps with higher cash flows and additional leverage,” said Oscar Munoz, executive vice president and chief financial officer. “At the same time, CSX remains committed to an investment grade credit profile to preserve its ability to invest and provide the high levels of safety, customer service and infrastructure development that are essential to its long-term growth, to its employees and to the public.”

The Board’s authorization of an additional $1 billion in common stock repurchases brings the current stock repurchase program – which extends through year-end 2008 – to $3 billion, or approximately 15 percent of the company’s total market capitalization.  Combined with its prior stock repurchase program, CSX expects to have repurchased a total of $3.5 billion of outstanding shares over the three-year period ending in December of 2008.

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The Board also approved an increase in the quarterly dividend on the company’s common stock by 25 percent to 15 cents, payable September 14, 2007 to shareholders of record on August 31, 2007.  With that payment, CSX will have tripled its annual dividend rate in less than two years.

In addition, the company expects to make core capital investments of approximately $1.5 billion in 2007, $1.6 billion in both 2008 and 2009, and $1.7 billion in 2010.  These investments will improve and add track, equipment, technology and facilities to help meet customer needs and the expected increase in demand for U.S. freight transportation.

Under its current stock repurchase program, CSX is buying back shares from time to time for cash in open market transactions or in privately negotiated transactions in accordance with applicable federal securities laws.  The timing and amount of repurchase transactions will be determined by the company’s management based on their evaluation of market conditions, share price and other factors.

CSX Corporation, based in Jacksonville, Fla., is a leading transportation company providing rail, intermodal and rail-to-truck transload services.  The company’s transportation network spans approximately 21,000 miles with service to 23 eastern states and the District of Columbia, and connects to more than 70 ocean, river and lake ports.

Forward-looking statements

This press release and other statements by the company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, cost-savings, expenses, or other financial items; statements of management’s plans, strategies and objectives for future operation, and management’s expectations as to future performance and operations and the time by which objectives will be achieved; statements concerning proposed new products and services; and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “project,” and similar expressions. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise any forward-looking statement. If the company does update any forward-looking statement, no inference should be drawn that the company will make additional updates with respect to that statement or any other forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others: (i) the company’s success in implementing its financial and operational initiatives, (ii) changes in domestic or international economic or business conditions, including those affecting the rail industry (such as the impact of industry competition, conditions, performance and consolidation); (iii) legislative or regulatory changes; (iv) the inherent business risks associated with safety and security; and (v) the outcome of claims and litigation involving or affecting the company.

Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the company’s SEC reports, accessible on the SEC’s website at www.sec.gov and the company’s website at www.csx.com.

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EX-99.2

CSX Corporation Bear Stearns Global Transportation Conference May 2007

Forward Looking Disclosure

This presentation and other statements by the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, cost-savings, expenses, or other financial items; statements of management’s plans, strategies and objectives for future operation, and management’s expectations as to future performance and operations and the time by which objectives will be achieved; statements concerning proposed new products and services; and statements regarding future economic, industry or market conditions or performance.  Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “project,” and similar expressions. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement. If the Company does update any forward-looking statement, no inference should be drawn that the Company will make additional updates with respect to that statement or any other forward-looking statements.  Forward-looking statements are subject to a number of risks and uncertainties, and actual performance or results could differ materially from that anticipated by these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others: (i) the Company’s success in implementing its financial and operational initiatives, (ii) changes in domestic or international economic or business conditions, including those affecting the rail industry (such as the impact of industry competition, conditions, performance and consolidation); (iii) legislative or regulatory changes; (iv) the inherent business risks associated with safety and security; and (v) the outcome of claims and litigation involving or affecting the Company. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company’s SEC reports, accessible on the SEC’s website at www.sec.gov and the Company’s website at www.csx.com. delivering. CSX 2

CSX has created significant shareholder value Stock Performance Indexed:  Year-end 2004 = 100 250  225 200  175  150  125  100  75 Dec-2004   Dec-2005   Dec-2006 CSX  S&P 500  Dow Jones Transports delivering. CSX 3

Stock performance reflects improving results Surface Transportation Operating Income $902M   $1,064M   $1,549M  $1,958M 2003   2004   2005   2006

Surface Transportation Operating Ratio 87.9%   86.8%   82.0%   79.5% 2003   2004   2005   2006 Note:  Excludes provision for casualty claims, management restructuring and insurance recoveries delivering. CSX 4

First quarter earnings call conveyed . . . Earning power continuing to improve despite softer economy Dynamic environment propelling long-term financials above 2006-2010 targets Maintaining double-digit growth on higher base Stronger results creating new investing opportunities Continue balanced use of cash with higher returns delivering.  CSX 5

Double-digit growth targeted on higher base Operating Income Dollars in Billions $1.5   $2.0   10%-12% CAGR 2005   2006   2007   2008   2009   2010

Earnings Per Share $1.70   $2.22   15%-17% CAGR 2005  2006   2007   2008   2009   2010 Note:  Excludes debt repurchases expenses, insurance recoveries, gain on Conrail property and income tax benefits delivering. CSX 6

Operating ratio improving further Surface Transportation Operating Ratio 87.9%   86.8%   82.0%   79.5%  Mid-low 70’s 2003   2004   2005   2006   2007   2008   2009   2010  Note:  Excludes provision for casualty claims, management restructuring and insurance recoveries

delivering. CSX 7

Stronger returns on targeted investments Return on Invested Capital Improving 7%   9%   Exceed COC 2005   2006   2007   2008   2009   2010 Capital Investment Dollars in Billions $1.06   $1.43   $1.47   $1.60   $1.63   $1.65 2005   2006   2007   2008   2009   2010 Note:  Core surface transportation capital only.  2006/2007 exclude Katrina-related capital delivering.  CSX 8

Capital investment is strategic and focused Chicago  New York  Charlotte  Atlanta  Jacksonville  Orlando  Miami  Tampa  New Orleans Infrastructure spending supports safety/reliability Facility, locomotive and car spending support growth Technology supports safety and productivity Overall spending supports company, customers, communities 2006-2011 Population Growth in Major Metropolitan Areas 10% or greater 5% - 9.9% 2% - 4.9% Less than 2% delivering. CSX 9

Tight capacity and strong service drive pricing Tight Capacity Future Highway Congestion CSX Territory + Strong Service On-time Originations 51% 76% 80% 84% 2005 2006 2007 2008 = Pricing Strength “Same Store Sales” Price Increase 5.7%  6.6%  6-7%  5-6% Pricing environment strong through 2008+ 2005 2006 2007 2008 delivering.  CSX 10

New targets established through 2010 2007-2010 CAGR Surface Transport Operating Income 10%-12% Earnings Per Share 15%-17% Operating Ratio Mid-low 70’s ROIC Exceed COC Set goals Create plans Execute and Monitor Progress Consistent continuous improvement Note:  Growth target for Free Cash Flow remains unchanged at 10%-12% CAGR on 2005 results delivering.  CSX 11

Balanced use of cash drives further value Growing Free Cash Flow and Improving ROIC Capital Investment Dividends Share Buybacks Focused, strategic investment for long-term growth Competitive yields reflecting improving earning power Supported by free cash flow and leverage . . . While maintaining an investment grade profile delivering.  CSX 12

Recent actions reinforce shareholder focus Expanded Share Buyback Program to $3.0 Billion Consistent with capital structure objectives Represents 15% of current market capitalization Targeting year-end 2008 completion Tripled Annualized Dividend Since 2005 $0.20   $0.26  $0.40  $0.48  $0.60 Q3  Q4  Q3  Q1  Q3 2005 2005 2006 2007 2007 delivering. CSX 13

Wrap up . . . Substantial shareholder value being delivered Core earning power now growing from higher base Operating ratio improving to mid-low 70’s by 2010

improving returns with focused capital investment Capitalizing on long-term transportation environment delivering. CSX 14

GAAP Reconciliation Disclosure

CSX reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures used to manage the Company’s business that fall within the meaning of Regulation G (Disclosure of Non-GAAP Financial Measures) by the Securities and Exchange Commission may provide users of the financial information with additional meaningful comparisons to prior reported results.

In press releases and presentation slides for stock analysts, CSX has provided Surface Transportation operating income and earnings per share adjusted for certain items, which are non-GAAP financial measures.  The Company’s management evaluates its business and makes certain operating decisions (e.g., budgeting, forecasting, employee compensation, asset management and resource allocation) using these adjusted numbers.  Likewise, this information facilitates comparisons to financial results that are directly associated with ongoing business operations as well as provides comparable historical information.  Lastly, earnings forecasts prepared by stock analysts and other third parties generally exclude the effects of items that are difficult to predict or measure in advance and are not directly related to CSX’s ongoing operations.  A reconciliation between GAAP and the non-GAAP measure is provided.  These non-GAAP measures should not be considered a substitute for GAAP measures.  delivering.  CSX 15

GAAP Reconciliation Calculation

Dollars in million, except per share amounts 2003 2004 2005 2006 Surface Transportation Operating Revenue $7,446 $8,040 $8,618 $9,566 Surface Transportation Operating Expense $6,795 7,047 7,069 7,440 Surface Transportation Operating Income $651 $993 $1,549 $2,126 Plus Provision for Casualty Claims 229 - - - Plus Management Restructuring 22 71 - - Less Gain on Insurance Recoveries - - - (168) Comparable Surface Transportation Operating Income $902 $1,064 $1,549 $1,958 Earnings Per Share From Continuing Operations $1.59 $2.82 Less Gain on Insurance Recoveries After Tax - (0.22) Less Gain on Conrail Property After Tax - (0.06) Less Income Tax Benefits (0.16) (0.32) Plus Debt Repurchase Expense After Tax 0.27 - Comparable Earnings Per Share From Continuing Operations $1.70 $2.22 delivering.  CSX 16

CSX Corporation Bear Stearns Global Transportation Conference May 2007