Table of Contents

Table of Contents

Table of Contents

Table of Contents

~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-Q~~D.C. 20549

~~SECURITIES~~FORM ~~AND~~10-Q ~~EXCHANGE COMMISSION~~

~~Washington,~~x QUARTERLY ~~D.C.~~REPORT ~~20549~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

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

~~EXCHANGE~~For ~~ACT~~the OFquarter ~~1934~~ended June 27, 2003

~~For~~OR ~~the quarter ended March 28, 2003~~

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

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

~~EXCHANGE~~For ~~ACT~~the OFtransition period ~~1934~~from to

~~For~~Commission ~~the~~File ~~transition~~Number ~~period~~1-3359 ~~from to~~

~~Commission~~CSX ~~File~~TRANSPORTATION ~~Number~~INC. ~~1-3359~~

~~CSX~~(Exact ~~TRANSPORTATION~~name ~~INC.~~ of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Virginia

54-6000720

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Virginia		54-6000720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
500 Water Street, Jacksonville, Florida		32202
(Address of principal executive offices)		(Zip Code)

(904) 359-3100

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report.)

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)~~ x No ( )¨

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

~~Table~~CSX ofTRANSPORTATION ~~Contents~~INC.

~~CSX~~FORM ~~TRANSPORTATION~~10-Q ~~INC.~~

~~FORM~~FOR ~~10-Q~~THE QUARTERLY PERIOD ENDED JUNE 27, 2003

~~FOR~~INDEX ~~THE QUARTERLY PERIOD ENDED March 28, 2003~~

INDEX

		Page Number
PART I:	FINANCIAL INFORMATION

Item 1:	Financial Statements

	Consolidated Income Statements (Unaudited)—Quarters and Six Months Ended June 27, 2003 and June 28, 2002	3

	Consolidated Balance Sheets—At June 27, 2003 (Unaudited) and December 27, 2002	4

	Consolidated Cash Flow Statements (Unaudited)—Six Months Ended June 27, 2003 and June 28, 2002	5

	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2:	Management’s Narrative Analysis of the Results of Operations	15

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4:	Disclosure Controls and Procedures	21

PART II:	OTHER INFORMATION

Item 6:	Exhibits and Reports on Form 8-K	22

Signature		22

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1:	Financial Statements
	Consolidated Income Statements (Unaudited)— Quarters Ended March 28, 2003 and March 29, 2002	3
	Consolidated Cash Flow Statements (Unaudited)— Quarters Ended March 28, 2003 and March 29, 2002	4
	Consolidated Balance Sheets— At March 28, 2003 (Unaudited) and December 27, 2002	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2:	Management’s Narrative Analysis of the Results of Operations	14
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4:	Disclosure Controls and Procedures	18
PART II.	OTHER INFORMATION
Item 6:	Exhibits and Reports on Form 8-K	19
Signature		19
Certifications		20

2CSX TRANSPORTATION INC. AND SUBSIDIARIES

~~Table~~ITEM of1: ~~Contents~~FINANCIAL STATEMENTS

~~CSX~~ ~~TRANSPORTATION~~Consolidated ~~INC.~~Income ~~AND~~Statements ~~SUBSIDIARIES~~

Consolidated Income Statements

	(Unaudited)
	Quarter Ended					Six Months Ended
(Dollars in Millions)	June 27, 2003		June 28, 2002			June 27, 2003		June 28, 2002
OPERATING REVENUE
Merchandise	$	927	$	892		$	1,849	$	1,760
Automotive		224		231			432		431
Coal, Coke & Iron Ore		416		399			799		796
Other		6		16			24		37

Total		1,573		1,538			3,104		3,024
OPERATING EXPENSE
Labor and Fringe		617		605			1,241		1,219
Materials, Supplies and Other		281		285			578		571
Conrail		91		86			178		174
Related Party Service Fees		47		68			93		147
Equipment Rent		88		103			192		199
Depreciation		140		131			278		261
Fuel		136		112			294		216

Total		1,400		1,390			2,854		2,787
Operating Income		173		148			250		237
Other Income (Expense)		11		(17	)		1		1
Interest Expense		30		28			56		58

Earnings Before Income Taxes and Cumulative Effect of Accounting Change		154		103			195		180
Income Tax Expense		61		39			86		69

Earnings Before Cumulative Effect of Accounting Change—Net of Tax		93		64			109		111
Cumulative Effect of Accounting Change		—		—			57		—

Net Earnings	$	93	$	64		$	166	$	111

~~(Dollars~~See accompanying inNotes ~~Millions)~~to Consolidated Financial Statements.

	(Unaudited)
	Quarters Ended
	March 28, 2003			March 29, 2002
Operating Revenue:
Merchandise	$	922		$	868
Automotive		208			200
Coal, Coke & Iron Ore		383			397
Other		18			21
Total		1,531			1,486
Operating Expense:
Labor and Fringe		624			614
Materials, Supplies and Other		297			286
Conrail		87			88
Related Party Service Fees		46			79
Building and Equipment Rent		104			96
Depreciation		138			130
Fuel		158			104
Total		1,454			1,397
Operating Income		77			89
Other (Expense) Income		(10	)		18
Interest Expense		26			30
Earnings Before Income Taxes and Cumulative Effect of Accounting Change		41			77
Income Tax Expense		25			30
Earnings Before Cumulative Effect of Accounting Change		16			47
Cumulative Effect of Accounting Change		57			—
Net Earnings	$	73		$	47

~~See~~CSX ~~accompanying~~TRANSPORTATION ~~Notes~~INC. toAND ~~Consolidated~~SUBSIDIARIES ~~Financial Statements.~~

~~-3-~~ITEM 1: FINANCIAL STATEMENTS

~~Table~~ Consolidated ofBalance ~~Contents~~Sheets

CSX TRANSPORTATION INC. AND SUBSIDIARIES

(Dollars in Millions)	(Unaudited) June 27, 2003			December 27, 2002
ASSETS
Current Assets:
Cash and Cash Equivalents	$	21		$	—
Accounts Receivable—Net		1,040			235
Materials and Supplies		167			171
Deferred Income Taxes		113			110
Other Current Assets		56			18

Total Current Assets		1,397			534
Properties		17,664			17,354
Accumulated Depreciation		(4,812	)		(4,730	)

Properties—Net		12,852			12,624
Affiliates and Other Companies		237			217
Other Long-term Assets		674			627

Total Assets	$	15,160		$	14,002

LIABILITIES
Current Liabilities:
Accounts Payable	$	598		$	618
Labor and Fringe Benefits Payable		320			319
Casualty, Environmental and Other Reserves		171			173
Current Maturities of Long-term Debt		113			213
Income and Other Taxes Payable		97			98
Due to Parent Company		2,555			1,297
Due to Affiliate		194			200
Other Current Liabilities		51			132

Total Current Liabilities		4,099			3,050
Deferred Income Taxes		3,547			3,424
Long-term Debt		784			873
Casualty, Environmental and Other Reserves		477			467
Other Long-term Liabilities		592			579

Total Liabilities		9,499			8,393

SHAREHOLDER’S EQUITY
Common Stock, $20 Par Value:
Authorized 10,000,000 Shares;
Issued and Outstanding 9,061,038 Shares		181			181
Other Capital		1,380			1,380
Retained Earnings		4,100			4,048

Total Shareholder’s Equity		5,661			5,609

Total Liabilities and Shareholder’s Equity	$	15,160		$	14,002

See ~~Consolidated~~accompanying ~~Cash~~Notes ~~Flow~~to Consolidated Financial Statements.

~~(Dollars~~4 ~~in Millions)~~

	(Unaudited)
	Quarters Ended
	March 28, 2003			March 29, 2002
OPERATING ACTIVITIES
Net Earnings	$	73		$	47
Adjustments to Reconcile Net Earnings to Net Cash (Used) Provided:
Depreciation		138			130
Deferred Income Taxes		24			29
Cumulative Effect of Accounting Change—Net of Tax		(57	)		—
Other Operating Activities		8			4
Changes in Operating Assets and Liabilities:
Accounts and Notes Receivable		(26	)		37
Sale of Accounts Receivable—Net		(58	)		(36	)
Other Current Assets		(27	)		(42	)
Accounts Payable		22			(96	)
Other Current Liabilities		(116	)		(35	)
Net Cash (Used) Provided by Operating Activities		(19	)		38
INVESTING ACTIVITIES
Property Additions		(124	)		(114	)
Short-term Investments		—			133
Other Investing Activities		(1	)		—
Net Cash (Used) Provided by Investing Activities		(125	)		19
FINANCING ACTIVITIES
Long-term Debt Repaid		(67	)		(78	)
Advances from CSX		296			49
Dividends Paid		(57	)		(50	)
Other Financing Activities		1			1
Net Cash Provided (Used) by Financing Activities		173			(78	)
Net Increase (Decrease) in Cash and Cash Equivalents		29			(21	)
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS
Cash and Cash Equivalents at Beginning of Period		—			27
Cash and Cash Equivalents at End of Period		29			6
Short-term Investments at End of Period		—			87
Cash, Cash Equivalents and Short-term Investments at End of Period	$	29		$	93

CSX TRANSPORTATION INC. AND SUBSIDIARIES

~~See~~ITEM ~~accompanying~~1: ~~Notes to~~FINANCIAL ~~Consolidated~~STATEMENTS ~~Financial Statements.~~

~~-4-~~ Consolidated Cash Flow Statements

	(Unaudited) Six Months Ended
(Dollars in Millions)	June 27, 2003			June 28, 2002
OPERATING ACTIVITIES
Net Earnings	$	166		$	111
Adjustments to Reconcile Net Earnings to Net Cash (Used) Provided:
Depreciation		278			261
Deferred Income Taxes		82			68
Cumulative Effect of Accounting Change—Net of Tax		(57	)		—
Other Operating Activities		(37	)		8
Changes in Operating Assets and Liabilities:
Accounts and Notes Receivable		(3	)		46
Sale of Accounts Receivable—Net		(819	)		19
Other Current Assets		(35	)		(34	)
Accounts Payable		(30	)		(66	)
Other Current Liabilities		(71	)		(12	)

Net Cash (Used) Provided by Operating Activities		(526	)		401

INVESTING ACTIVITIES
Property Additions		(424	)		(352	)
Short-term Investments		—			137
Other Investing Activities		9			(2	)

Net Cash Used by Investing Activities		(415	)		(217	)

FINANCING ACTIVITIES
Advances from CSX		1,264			79
Long-term Debt Repaid		(189	)		(150	)
Dividends Paid		(115	)		(100	)
Other Financing Activities		2			2

Net Cash Provided (Used) by Financing Activities		962			(169	)

Net Increase in Cash and Cash Equivalents		21			15
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS
Cash and Cash Equivalents at Beginning of Period		—			27

Cash and Cash Equivalents at End of Period		21			42
Short-term Investments at End of Period		—			83

Cash, Cash Equivalents and Short-term Investments at End of Period	$	21		$	125

~~CSX~~See ~~TRANSPORTATION~~accompanying ~~INC.~~Notes ~~AND~~to ~~SUBSIDIARIES~~Consolidated Financial Statements.

~~Consolidated~~5 ~~Balance Sheets~~

~~(Dollars~~CSX inTRANSPORTATION ~~Millions)~~INC. AND SUBSIDIARIES

	(Unaudited)
	March 28, 2003			December 27, 2002
ASSETS
Current Assets:
Cash and Cash Equivalents	$	29		$	—
Accounts Receivable—Net		302			235
Materials and Supplies		176			171
Deferred Income Taxes		113			110
Other Current Assets		39			18
Total Current Assets		659			534
Properties		17,439			17,354
Accumulated Depreciation		(4,731	)		(4,730	)
Properties—Net		12,708			12,624
Affiliates and Other Companies		230			217
Other Long-term Assets		624			627
Total Assets	$	14,221		$	14,002
LIABILITIES
Current Liabilities:
Accounts Payable	$	640		$	618
Labor and Fringe Benefits Payable		285			319
Casualty, Environmental and Other Reserves		174			173
Current Maturities of Long-term Debt		188			213
Income and Other Taxes Payable		89			98
Due to Parent Company		1,588			1,297
Due to Affiliate		208			200
Other Current Liabilities		58			132
Total Current Liabilities		3,230			3,050
Deferred Income Taxes		3,487			3,424
Long-term Debt		830			873
Casualty, Environmental and Other Reserves		463			467
Other Long-term Liabilities		586			579
Total Liabilities		8,596			8,393
SHAREHOLDER’S EQUITY
Common Stock, $20 Par Value:
Authorized 10,000,000 Shares;
Issued and Outstanding 9,061,038 Shares		181			181
Other Capital		1,380			1,380
Retained Earnings		4,064			4,048
Total Shareholder’s Equity		5,625			5,609
Total Liabilities and Shareholder’s Equity	$	14,221		$	14,002

ITEM 1: FINANCIAL STATEMENTS

~~See accompanying Notes~~ Notes to Consolidated Financial Statements. (Unaudited)

~~-5-~~NOTE 1. BASIS OF PRESENTATION

~~Table~~In the opinion of ~~Contents~~management, the accompanying consolidated financial statements contain all adjustments necessary to fairly present the financial position of CSX Transportation Inc. and subsidiaries (“CSXT” or the “Company”) at June 27, 2003 and December 27, 2002, the results of its operations for the quarters and six months ended June 27, 2003 and June 28, 2002, and its cash flows for the six months ended June 27, 2003 and June 28, 2002, such adjustments being of a normal recurring nature. Certain prior-year data have been reclassified to conform to the 2003 presentation. CSXT is a wholly-owned subsidiary of CSX Corporation (“CSX”).

~~CSX~~The ~~TRANSPORTATION~~Company ~~INC.~~believes ~~AND~~that ~~SUBSIDIARIES~~the disclosures presented are accurate and not misleading, and suggests that these financial statements be read in conjunction with the financial statements and the notes included in CSXT’s most recent Form 10-K and 2003 Quarterly Reports on Form 10-Q.

CSXT follows a 52/53 week fiscal reporting calendar. ~~Notes~~Fiscal Toyears ~~Consolidated~~2003 ~~Financial~~and ~~Statements~~2002 ~~(Unaudited)~~consist of 52 weeks ending on December 26, 2003 and December 27, 2002, respectively. The financial statements presented are for the 13-week quarters ended June 27, 2003 and June 28, 2002, the 26-week periods ended June 27, 2003 and June 28, 2002, and as of December 27, 2002.

NOTE 12. ~~BASIS~~ CUMULATIVE EFFECT OF ~~PRESENTATION~~ACCOUNTING CHANGE

InStatement ~~the~~of ~~opinion~~Financial ofAccounting ~~management,~~Standard ~~the~~(“SFAS”) ~~accompanying~~143, ~~consolidated~~“Accounting ~~financial~~for ~~statements~~Asset ~~contain~~Retirement ~~all~~Obligations,” ~~adjustments~~was ~~necessary~~issued toin ~~fairly~~2001. ~~present~~This ~~the~~statement addresses financial ~~position~~accounting and reporting for legal obligations associated with the retirement of ~~CSX~~tangible ~~Transportation~~long-lived ~~Inc.~~assets and ~~subsidiaries~~the ~~(“CSXT”~~associated orretirement costs. In conjunction with the ~~“Company”)~~ atgroup-life ~~March~~method ~~28,~~of ~~2003~~accounting ~~and~~for ~~December~~asset 27costs, ~~2002,~~the ~~and~~Company ~~the~~historically ~~results~~accrued crosstie removal costs as a component of ~~its~~depreciation, which ~~operations~~is ~~and~~not ~~cash~~permitted ~~flows~~under ~~for~~SFAS 143. With the ~~quarters~~adoption ~~ended~~of ~~March~~SFAS ~~28,~~143 in fiscal year 2003, ~~and~~CSXT ~~March~~recorded 29pretax income of $93 million, ~~2002~~$57 million after tax, ~~such~~as ~~adjustments~~a ~~being~~cumulative effect of aan ~~normal~~accounting ~~recurring~~change ~~nature.~~in ~~Certain~~the ~~prior-year~~first ~~data~~quarter, representing the reversal of the accrued liability for crosstie removal costs. The adoption of SFAS 143 did not have ~~been~~a ~~reclassified~~material toeffect ~~conform~~on toprior reporting periods, and the ~~2003~~Company ~~presentation.~~does ~~CSXT~~not isbelieve it will have a ~~wholly-owned~~material ~~subsidiary~~effect ofon ~~CSX~~future ~~Corporation~~earnings. ~~(“CSX”)~~On an ongoing basis, depreciation expense will be reduced, while materials, supplies and other expense will be increased.

~~The~~NOTE ~~Company~~3. ~~believes~~INTEGRATED ~~that~~RAIL ~~the~~OPERATIONS ~~disclosures~~WITH ~~presented are accurate and not misleading, and suggests that these financial statements be read in conjunction with the financial statements and the notes included in CSXT’s most recent Form 10-K.~~ CONRAIL

~~CSXT~~Background follows a 52/53 week fiscal reporting calendar. Fiscal years 2003 and 2002 consist of 52 weeks ending on December 26, 2003 and December 27, 2002, respectively. The financial statements presented are for the 13-week quarters ended March 28, 2003 and March 29, 2002, and as of December 27, 2002.

~~NOTE~~CSX 2and Norfolk Southern Corporation (“Norfolk Southern”) acquired Conrail Inc. ~~NEW~~ ~~ACCOUNTING~~(“Conrail”) ~~PRONOUNCEMENTS~~in ~~AND~~May ~~CUMULATIVE~~1997. ~~EFFECT~~Conrail OFowns the primary ~~ACCOUNTING~~freight ~~CHANGES~~railroad system serving the Northeastern United States, and its rail network extends throughout several Midwestern states and into Canada. CSX and Norfolk Southern, through a jointly owned acquisition entity, hold economic interests in Conrail of 42% and 58%, respectively, and voting interests of 50% each. CSX and Norfolk Southern operate over allocated portions of the Conrail lines.

In6 2001, Statement of Financial Accounting Standard (“SFAS”) 143, “Accounting for Asset Retirement Obligations,” was issued. This statement addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. In conjunction with the group-life method of accounting for asset costs, the Company historically accrued crosstie removal costs as a component of depreciation, which is not permitted under SFAS 143. With the adoption of SFAS 143 in the first quarter of 2003, CSXT recorded pretax income of $93 million, $57 million after tax, as a cumulative effect of an accounting change, representing the reversal of the accrued liability for crosstie removal costs. The adoption of SFAS 143 did not have a material effect on prior reporting periods, and the Company does not believe it will have a material effect on future earnings. On an ongoing basis, depreciation expense will be reduced, while materials, supplies and other expense will be increased.

~~NOTE~~CSX 3TRANSPORTATION INC. ~~INTEGRATED~~ ~~RAIL~~AND ~~OPERATIONS~~SUBSIDIARIES ~~WITH CONRAIL~~

~~Background~~ITEM 1: FINANCIAL STATEMENTS

~~CSX~~Notes ~~and~~to ~~Norfolk~~Consolidated ~~Southern~~Financial ~~Corporation~~ Statements (~~“Norfolk Southern”~~Unaudited) acquired Conrail Inc. (“Conrail”) in May 1997. Conrail owns the primary freight railroad system serving the Northeastern United States, and its rail network extends throughout several Midwestern states and into Canada. CSX and Norfolk Southern, through a jointly owned acquisition entity, hold economic interests in Conrail of 42% and 58%, respectively, and voting interests of 50% each. CSX and Norfolk Southern operate over allocated portions of the Conrail lines.

~~-6-~~NOTE 3. INTEGRATED RAIL OPERATIONS WITH CONRAIL, Continued

~~Table~~CSXT and Norfolk Southern Railway Company (“Norfolk Southern Railway”), the rail subsidiary of ~~Contents~~Norfolk Southern, each operate separate portions of the Conrail system pursuant to various operating agreements. Under these agreements, the railroads pay operating fees to Conrail for the use of right-of-way and rent for the use of equipment. Conrail continues to provide rail services in certain shared geographic areas (“Shared Asset Areas”) for the joint benefit of CSXT and Norfolk Southern Railway, for which it is compensated on the basis of usage by the respective railroads.

In June 2003, CSX, ~~TRANSPORTATION~~Norfolk ~~INC~~Southern and Conrail jointly filed a petition with the Surface Transportation Board (STB) to establish direct ownership and control by CSXT and Norfolk Southern Railway of their portions of the Conrail system. ~~AND~~Conrail ~~SUBSIDIARIES~~would continue to own, manage and operate the Shared Assets Areas as previously approved by the STB. CSX, Norfolk Southern and Conrail also jointly filed a ruling request with the Internal Revenue Service to qualify the transaction as a non-taxable disposition. The proposed transaction is subject to a number of conditions, including, among others, STB approval and a favorable IRS ruling. If all necessary conditions are satisfied, Conrail intends to restructure its existing $800 million of unsecured public debt and $400 million of secured debt. It is currently contemplated that guaranteed debt securities of two newly formed subsidiaries of CSXT and Norfolk Southern Railway would be offered in a 42%/58% ratio in exchange for Conrail’s unsecured debentures. The debt securities would be fully and unconditionally guaranteed by CSXT and Norfolk Southern Railway. Upon completion of the proposed transaction, the new debt securities would become direct unsecured obligations of CSXT and Norfolk Southern Railway. Conrail’s secured debt and lease obligations will remain obligations of Conrail and are expected to be supported by new leases and subleases which, upon completion of the proposed transaction, would be the direct lease and sublease obligations of CSXT or Norfolk Southern Railway.

~~Notes~~Accounting Toand ~~Consolidated~~ Financial ~~Statements~~Reporting ~~(Unaudited)~~Effects

~~NOTE~~CSXT’s 3operating revenue includes revenue from traffic moving on Conrail property. ~~INTEGRATED~~ ~~RAIL~~Operating ~~OPERATIONS~~expenses ~~WITH~~include ~~CONRAIL,~~costs incurred ~~Continued~~to handle that traffic and operate the Conrail lines. Operating expense includes an expense category, “Conrail,” which reflects:

CSXT and Norfolk Southern Railway Company (“Norfolk Southern Railway”), the rail subsidiary of Norfolk Southern, operate their respective portions of the Conrail system pursuant to various operating agreements1. ~~Under these agreements, the railroads pay operating fees to Conrail for the use of right~~Right-of-way ~~and~~usage ~~rent~~fees ~~for the use of equipment. Conrail continues~~ to provide rail services in certain shared geographic areas (“Shared Asset Areas”) for the joint benefit of CSXT and Norfolk Southern Railway, for which it is compensated on the basis of usage by the respective railroadsConrail.

~~Accounting~~2. ~~and~~Equipment ~~Financial~~rental ~~Reporting~~payments ~~Effects~~to Conrail.

~~CSXT’s~~3. ~~operating~~Transportation, ~~revenue~~switching ~~includes~~and ~~revenue~~terminal ~~from~~service ~~traffic moving~~charges onprovided by Conrail ~~property.~~in ~~Operating~~the ~~expenses~~Shared ~~include~~Asset ~~costs~~Areas ~~incurred to handle~~ that ~~traffic~~Conrail ~~and~~operates ~~operate~~for the ~~Conrail~~joint ~~lines.~~benefit ~~Operating~~of ~~expense~~CSXT ~~includes~~and anNorfolk ~~expense~~Southern ~~category, “Conrail,” which reflects:~~ Railway.

1.7 ~~Right-of-way usage fees to Conrail~~

2.CSX ~~Equipment~~TRANSPORTATION ~~rental~~INC. ~~payments~~AND toSUBSIDIARIES ~~Conrail~~

3.ITEM ~~Transportation,~~1: ~~switching~~FINANCIAL ~~and~~STATEMENTS ~~terminal service charges provided by Conrail in the Shared Asset Areas that Conrail operates for the joint benefit of CSXT and Norfolk Southern Railway~~

~~Transactions~~Notes ~~with~~to ~~Conrail~~Consolidated Financial Statements (Unaudited)

AsNOTE ~~listed~~3. ~~below,~~INTEGRATED ~~CSXT has amounts payable to~~RAIL ~~Conrail,~~OPERATIONS ~~representing~~WITH ~~expenses incurred under the operating~~CONRAIL, ~~equipment and shared area agreements~~Continued.

	March 28, 2003		December 27, 2002
	(dollars in millions)
Payable to Conrail	$	60	$	69

Transactions with Conrail

~~The agreement~~As ~~under~~listed ~~which~~ below, CSXT ~~operates its allocated portion of the Conrail route system~~ has anamounts ~~initial~~payable ~~term of 25 years and may be renewed at CSXT’s option for two five-year terms. Operating fees paid~~ to Conrail, ~~under~~representing ~~the~~expenses ~~agreement~~incurred ~~are~~under ~~subject to adjustment every six years based on~~ the ~~fair value of the underlying system. Lease agreements for the Conrail equipment operated by CSXT cover varying terms. CSXT is responsible for all costs of~~ operating, ~~maintaining,~~equipment and ~~improving~~shared ~~the~~asset ~~routes~~area ~~and equipment under these~~ agreements.

-7-

(Dollars in Millions)

June 27,

2003

December 27,
2002

Payable to Conrail

~~Table~~The agreement under which CSXT operates its allocated portion of ~~Contents~~the Conrail route system has an initial term of 25 years and may be renewed at CSXT’s option for two five-year terms. Operating fees paid to Conrail under the agreement are subject to adjustment every six years based on the fair value of the underlying system. Lease agreements for the Conrail equipment operated by CSXT cover varying terms. CSXT is responsible for all costs of operating, maintaining, and improving the routes and equipment under these agreements.

~~CSX~~NOTE ~~TRANSPORTATION INC~~4. ~~AND~~ACCOUNTS RECEIVABLE ~~SUBSIDIARIES~~

~~Notes~~Sale Toof ~~Consolidated~~Accounts Receivable ~~Financial Statements (Unaudited)~~

~~NOTE~~As 4of June 27, 2003, CSXT discontinued the sale of accounts receivable, which resulted in a $898 million increase in accounts receivable and increased borrowings from CSX. ~~ACCOUNTS~~ ~~RECEIVABLE~~Prior to June 27, 2003, CSXT sold, without recourse, a revolving pool of accounts receivable to CSX Trade Receivables Corporation (“CTRC”), a bankruptcy-remote entity wholly-owned by CSX Corporation. CTRC transferred the accounts receivable to a master trust and caused the trust to issue two series of certificates representing undivided interests in the receivables. The certificates issued by the master trust were sold to investors, and the proceeds from those sales were paid to CSXT.

~~Sale~~Outstanding ofaccounts ~~Accounts~~receivable ~~Receivable~~sold under this agreement are as follows:

CSXT sells, generally without recourse, a revolving pool of accounts receivable to CSX Trade Receivables Corporation (“CTRC”), a bankruptcy-remote (special purpose) entity wholly-owned by CSX Corporation. Once these receivables are sold they are no longer included in the Company’s balance sheet.

(Dollars in Millions)

June 27,

2003

December 27,
2002

Accounts Receivable Sold

—

914

~~Outstanding~~8 ~~accounts receivable sold under this agreement are as follows:~~

	March 28, 2003		December 27, 2002
	(dollars in millions)
Outstanding Accounts Receivable Sold	$	856	$	914

CSX TRANSPORTATION INC. AND SUBSIDIARIES

~~Net losses~~ITEM ~~associated~~1: ~~with~~FINANCIAL ~~the~~STATEMENTS ~~sales of receivables are as follows:~~

Notes to Consolidated Financial Statements (Unaudited)

~~CSXT~~NOTE ~~has retained responsibility for servicing the accounts receivables sold to CTRC~~4. ~~The~~ACCOUNTS ~~average servicing period is less than one month. No servicing asset or liability has been recorded since the fees CSXT receives approximate its related costs.~~RECEIVABLE, Continued

~~Allowance~~Net ~~for~~losses ~~Doubtful~~associated ~~Accounts~~with the sale of receivables are as follows:

The Company maintains an allowance for doubtful accounts on receivables not sold based on the expected collectibility of all accounts receivable. The allowance for doubtful accounts is included in the balance sheet as follows:

	Quarters Ended				Six Months Ended
(Dollars in Millions)	June 27, 2003		June 28, 2002		June 27, 2003		June 28, 2002
Discounts on Sales of Accounts Receivable	$	18	$	19	$	36	$	38

	March 28, 2003		December 27, 2002
	(dollars in millions)
Allowance for Doubtful Accounts	$	33	$	36

CSXT retained responsibility for servicing accounts receivables held by the master trust. The average servicing period was approximately one month. No servicing asset or liability was recorded since the fees CSXT received approximated its related costs.

~~-8-~~Allowance for Doubtful Accounts

~~Table~~The Company maintains an allowance for doubtful accounts on receivables based on the expected collectibility of ~~Contents~~all accounts receivable. The allowance for doubtful accounts is included in the balance sheet as follows:

CSX TRANSPORTATION INC. AND SUBSIDIARIES

(Dollars in Millions)

June 27,

2003

December 27,
2002

Allowance for Doubtful Accounts

~~Notes~~NOTE To5. ~~Consolidated~~OTHER ~~Financial~~INCOME ~~Statements~~ (~~Unaudited~~EXPENSE)

~~NOTE~~Other ~~5. OTHER~~income ~~INCOME~~ (~~EXPENSE~~expense) consists of the following:

Other income (expense) consists of the following:

	Quarters Ended						Six Months Ended
(Dollars in Millions)	June 27, 2003			June 28, 2002			June 27, 2003			June 28, 2002
Income from Real Estate Operations	$	28		$	—		$	37		$	43
Discounts on Sales of Accounts Receivable		(18	)		(19	)		(36	)		(38	)
Miscellaneous		1			2			—			(4	)

Total	$	11		$	(17	)	$	1		$	1

Gross Revenue from Real Estate
Operations Included in Other Income	$	36		$	8		$	53		$	60

	Quarters Ended
	March 28, 2003			March 29, 2002
	(dollars in millions)
Income from Real Estate Operations	$	9		$	43
Discounts on Sales of Accounts Receivable		(18	)		(19	)
Miscellaneous		(1	)		(6	)
Total	$	(10	)	$	18
Gross Revenue from Real Estate Operations Included in Other Income	$	17		$	52

~~NOTE~~CSX 6TRANSPORTATION INC. ~~RELATED~~ ~~PARTIES~~AND SUBSIDIARIES

AtITEM ~~March 28, 2003 and December 27, 2002, CSXT had deficit balances of $~~1.5: ~~billion~~FINANCIAL ~~and~~STATEMENTS $1.3 billion, respectively, relating to its participation in the CSX cash management plan. The amount is included in Due to Parent Company in the balance sheet. Under this plan, excess cash is advanced to CSX for investment and CSX makes cash funds available to its subsidiaries as needed for use in their operations. CSXT and CSX are committed to repay all amounts due each other on demand should circumstances require. The companies are charged for borrowings or compensated for investments based on returns earned by the plan portfolio, which was 1.33% and 2.86% at March 28, 2003 and March 29, 2002, respectively. Interest expense related to this plan was $10 million and $9 million for the quarters ended March 28, 2003 and March 29, 2002, respectively.

~~Detail~~Notes ofto ~~Related~~Consolidated ~~Party~~Financial ~~Service Fees~~ Statements (~~as included in the Income Statement~~Unaudited)

	Quarters Ended
	March 28, 2003			March 29, 2002
	(dollars in millions)
CSX Intermodal	$	(99	)	$	(86	)
CSX Management Service Fee		60			77
CSX Technology		51			55
TDSI		14			12
TRANSFLO		20			21
Total Related Party Service Fees	$	46		$	79

NOTE 6. RELATED PARTIES

~~Related~~At June 27, 2003 and December 27, 2002, CSXT had deficit ~~Party~~balances ~~Service~~of ~~Fees~~$2.5 ~~consist~~billion and $1.3 billion, respectively, relating to its participation in the CSX cash management plan. This balance increased approximately $900 million on June 27, 2003 due to the termination of sales of accounts receivable. These deficit balances are included in Due to Parent Company in the balance sheet. Under this plan, excess cash is advanced to CSX for investment and CSX makes cash funds available to its subsidiaries as needed for use in their operations. CSXT and CSX are committed to repay all amounts due each other on demand should circumstances require. The companies are charged for borrowings or compensated for investments based on returns earned by the plan portfolio, which was 1.33% and 2.9% at June 27, 2003 and June 28, 2002, respectively. Interest expense related to: this plan was $12 million and $22 million for the quarter and six months ended June 27, 2003, and $8 million and $17 million for the quarter and six months ended June 28, 2002.

nDetail ~~CSX~~of ~~Intermodal~~Related ~~Inc.~~Party ~~(“CSXI”)~~Service ~~Reimbursements—Reimbursement~~Fees ~~from~~(as included ~~CSXI~~in ~~under an operating agreement for costs incurred by~~ the ~~Company~~Income ~~related~~Statement) ~~to intermodal operations. This reimbursement is based on an amount which approximates actual costs. The Company also collects certain revenue on behalf of CSXI under the operating agreement.~~

-9-

	Quarters Ended						Six Months Ended
(Dollars in Millions)	June 27, 2003			June 28 2002			June 27, 2003			June 28 2002
CSX Intermodal	$	(98	)	$	(92	)	$	(197	)	$	(178	)
CSX Management Service Fee		60			77			120			154
CSX Technology		51			52			102			107
TDSI		13			12			27			24
TRANSFLO		21			19			41			40

Total Related Party Service Fees	$	47		$	68		$	93		$	147

~~Table~~Related Party Service Fees consist of ~~Contents~~amounts related to:

n CSX ~~TRANSPORTATION~~Intermodal ~~INC~~Inc. ~~AND~~(“CSXI”) ~~SUBSIDIARIES~~Reimbursements—Reimbursement from CSXI under an operating agreement for costs incurred by the Company related to intermodal operations. This reimbursement is based on an amount which approximates actual costs. The Company also collects certain revenue on behalf of CSXI under the operating agreement.

~~Notes~~n ToCSX ~~Consolidated~~Management ~~Financial~~Service ~~Statements~~Fee—A ~~(Unaudited)~~management service fee charged by CSX as compensation for certain corporate services provided to the Company. These services include, but are not limited to, the areas of human resources, finance, administration, benefits, legal, tax, internal audit, corporate communications, risk management and strategic management services. The fee for 2003 and 2002 is calculated as a percentage of CSXT’s revenue.

~~NOTE~~n 6CSX Technology Inc. ~~RELATED~~ ~~PARTIES~~(“CSX Technology”) Charges—Data processing charges from CSX Technology for the development, ~~continued~~implementation and maintenance of computer systems, software and associated documentation for the day-to-day operations of the Company. These charges are based on a mark-up of direct costs.

n10 CSX Management Service Fee—A management service fee charged by CSX as compensation for certain corporate services provided to the Company. These services include, but are not limited to, the areas of human resources, finance, administration, benefits, legal, tax, internal audit, corporate communications, risk management and strategic management services. The fee for 2003 and 2002 is calculated as a percentage of CSXT’s revenue.

n CSX ~~Technology~~TRANSPORTATION ~~Inc~~INC. ~~(“CSX~~AND ~~Technology”)~~SUBSIDIARIES Charges—Data processing charges from CSX Technology for the development, implementation and maintenance of computer systems, software and associated documentation for the day-to-day operations of the Company. These charges are based on a mark-up of direct costs.

nITEM ~~Total~~1: ~~Distribution~~FINANCIAL ~~Services~~STATEMENTS ~~Inc. (“TDSI”) Charges—Charges from TDSI for services provided to CSXT at automobile ramps. These charges are calculated based on direct costs.~~

nNotes ~~TRANSFLO~~to ~~Terminal~~Consolidated ~~Services~~Financial ~~Inc.~~ Statements (~~“TRANSFLO”~~Unaudited) ~~Charges—Charges from TRANSFLO for services provided to CSXT at bulk commodity facilities. These charges are calculated based on direct costs.~~

~~CSX~~NOTE ~~Technology,~~6. ~~CSXI,~~RELATED ~~TDSI~~PARTIES, continued ~~and TRANSFLO are wholly-owned subsidiaries of CSX.~~

~~Detail~~n ofTotal ~~Due~~Distribution toServices ~~Affiliate~~Inc. (as“TDSI”) ~~included~~Charges—Charges infrom ~~the~~TDSI ~~Balance~~for ~~Sheet)~~services provided to CSXT at automobile ramps. These charges are calculated based on direct costs.

	March 28, 2003		December 27, 2002
	(dollars in millions)
CSXI	$	30	$	25
CSX Technology		43		41
TDSI		5		5
TRANSFLO		8		8
CTRC		6		6
CSX Insurance		115		115
Other		1		1
Total Due to Affiliate	$	208	$	201

TRANSFLO Terminal Services Inc. (“TRANSFLO”) Charges—Charges from TRANSFLO for services provided to CSXT at bulk commodity facilities. These charges are calculated based on direct costs.

~~CSXT and~~ CSX Technology, ~~Insurance~~CSXI, ~~Company~~TDSI, ~~(“CSX~~and ~~Insurance”),~~TRANSFLO aare wholly-owned ~~subsidiary~~subsidiaries of CSX~~, have entered into a loan agreement whereby CSXT may borrow up to $125 million from CSX Insurance~~. The loan is payable in full on demand. At March 28, 2003 and December 27, 2002, $115 million was outstanding under the agreement. Interest on the loan is payable monthly at 0.45% over the LIBOR rate, which was 1.31% at March 28, 2003.

~~-10-~~Detail of Due to Affiliate (as included in the Balance Sheet)

(Dollars in Millions)	June 27, 2003		December 27, 2002
CSXI	$	28	$	25
CSX Technology		38		41
TDSI		4		5
TRANSFLO		9		8
CTRC		—		6
CSX Insurance		115		115

Total Due to Affiliate	$	194	$	200

CSXT and CSX ~~TRANSPORTATION~~Insurance Company ~~INC~~(“CSX Insurance”), a wholly-owned subsidiary of CSX, have entered into a loan agreement whereby CSXT may borrow up to $125 million from CSX Insurance. ~~AND~~The ~~SUBSIDIARIES~~loan is payable in full on demand. At June 27, 2003 and December 27, 2002, $115 million was outstanding under the agreement. Interest on the loan is payable monthly at 0.45% over the LIBOR rate, which was 1.12% and 1.84% at June 27, 2003 and June 28, 2002, respectively.

~~Notes~~CSXT Toand ~~Consolidated~~SL ~~Financial~~Service ~~Statements~~Inc. (~~Unaudited~~“SL Service”), a wholly-owned subsidiary of CSX, previously entered into certain sale-leaseback arrangements. Under these arrangements, SL Service sold equipment to a third party and CSXT leased the equipment and assigned the lease to SL Service. SL Service currently contemplates terminating its interest in the arrangements and assigning them to CSX Equipment Leasing, LLC (“CSXE”), a wholly-owned subsidiary of CSX. CSXE will become obligated for all lease payments and other associated equipment expenses. In the event of a default on obligations, CSXT would assume these asset lease rights and obligations of approximately $24 million at June 27, 2003. SL Service previously subleased some of the equipment subject to these sale-leaseback transactions toMaersk as part of Maersk’s purchase of the CSX international liner business. In connection with the assignment of the sale-leaseback arrangements from SL Service to CSXE, CSXE will assume all of SL Service’s interests and obligations under the subleases to Maersk. The remainder of the equipment was subleased from CSXE to Horizon Lines LLC (formerly CSX Lines) as part of its ongoing domestic shipping business. CSXT believes that Maersk and Horizon Lines will fulfill their contractual commitments with respect to such leases and that CSXT will have no further liability for those obligations.

~~NOTE~~11 ~~6. RELATED PARTIES, continued~~

~~CSXT participates with SL Service Inc. (“SL Service”), a wholly-owned subsidiary of~~ CSX, inTRANSPORTATION ~~sale-leaseback arrangements~~INC. ~~Under~~AND ~~these~~SUBSIDIARIES arrangements, SL Service sold equipment to a third party and CSXT leased the equipment and assigned the lease to SL Service. SL Service is obligated for all lease payments and other associated equipment expenses. If SL Service defaults on its obligations under the arrangements, CSXT would assume the asset lease rights and obligations of approximately $24 million at March 28, 2003. Some of these leases were assumed by Maersk as part of its purchase of the CSX international liner business and the remainder were assumed by Horizon Lines LLC (formerly CSX Lines) as part of its ongoing domestic shipping business. CSXT believes that Maersk and Horizon Lines will fulfill their contractual commitments with respect to such leases and that CSXT will have no further liability for those obligations.

~~NOTE~~ITEM ~~7. CASUALTY, ENVIRONMENTAL~~1: ~~AND~~FINANCIAL ~~OTHER~~STATEMENTS ~~RESERVES~~

~~Casualty, environmental~~Notes ~~and~~to ~~other~~Consolidated ~~reserves~~Financial ~~are~~Statements (Unaudited) ~~provided for in the balance sheet as follows:~~

	March 28, 2003			December 27, 2002
	Current	Long-term	Total	Current	Long-term	Total
Casualty and Other	144	252	396	143	252	395
Environmental	15	20	35	15	20	35
Separation	15	191	206	15	195	210
Total	174	463	637	173	467	640

NOTE 7. CASUALTY, ENVIRONMENTAL AND OTHER RESERVES

Casualty, ~~Reserves~~environmental and other reserves are provided for in the balance sheet as follows:

Casualty reserves represent accruals for the uninsured portion of personal injury, occupational injury (asbestos, carpal tunnel, etc.) and accident claims. These reserves are recorded upon the first reporting of an incident, and estimates are updated as information develops. The amount of liability accrued is based on the type and severity of claim, and an estimate of future claims development based on current trends and historical data. The Company believes it has recorded liabilities in sufficient amounts to cover all identified claims and estimates of incurred but not reported personal injury and accident claims. Unreported occupational injuries are not subject to reasonable estimation, thus no provision is made for incurred, but not reported occupational injuries. Accruals for occupational injury, personal injury and accident liabilities amount to $396 million and $395 million at March 28, 2003 and December 27, 2002, respectively.

	June 27, 2003						December 27, 2002
(Dollars in Millions)	Current		Long-term		Total		Current		Long-term		Total
Casualty and Other	$	141	$	269	$	410	$	143	$	252	$	395
Separation		15		188		203		15		195		210
Environmental		15		20		35		15		20		35

Total	$	171	$	477	$	648	$	173	$	467	$	640

~~Environmental~~Casualty Reserves

~~CSXT~~Casualty isreserves arepresent accruals ~~party~~for tothe ~~various~~uninsured ~~proceedings~~portion ~~involving~~of ~~private~~personal ~~parties~~injury, ~~and~~occupational ~~regulatory~~injury ~~agencies~~(asbestos, ~~related~~carpal totunnel, ~~environmental issues~~etc.) ~~CSXT~~and ~~has~~accident ~~been identified~~claims. asThese areserves ~~potentially~~are ~~responsible~~recorded ~~party~~upon ~~(“PRP”)~~the atfirst ~~approximately~~reporting 90of ~~environmentally~~an ~~impaired~~incident, ~~sites~~and ~~that~~estimates are, orupdated ~~may~~as ~~be,~~information ~~subject~~develops. The toamount ~~remedial~~of ~~action~~liability ~~under~~accrued ~~the~~is ~~Federal~~based ~~Superfund~~on ~~statute~~the ~~(“Superfund”)~~type orand ~~similar~~severity ~~state~~of ~~statutes. A~~claim, ~~number~~and an estimate of ~~these~~future ~~proceedings~~claims ~~are~~development based on ~~allegations~~current ~~that~~trends ~~CSXT,~~and orhistorical ~~its~~data. ~~railroad~~The ~~predecessors,~~Company ~~sent~~believes ~~hazardous~~it ~~substances~~has torecorded ~~the~~liabilities ~~facilities~~ in ~~question~~sufficient ~~for~~amounts ~~disposal.~~to ~~Such~~cover ~~proceedings~~all identified ~~arising~~claims ~~under~~and ~~Superfund~~estimates orof ~~similar~~incurred ~~state~~but ~~statutes~~not ~~can~~reported ~~involve numerous~~personal ~~other~~injury ~~waste~~and ~~generators~~accident ~~and~~claims. ~~disposal~~Unreported ~~companies~~occupational ~~and~~injuries ~~seek~~are tonot ~~allocate~~subject orto ~~recover~~reasonable ~~costs~~estimation, ~~associated~~thus ~~with~~no ~~site~~provision ~~investigation~~is ~~and~~made ~~cleanup~~for incurred, ~~which~~but ~~could~~not bereported ~~substantial~~occupational injuries.

~~-11-~~Environmental Reserves

~~Table~~CSXT is a party to various proceedings involving private parties and regulatory agencies related to environmental issues. CSXT has been identified as a potentially responsible party (“PRP”) at approximately 98 environmentally impaired sites that are, or may be, subject to remedial action under the Federal Superfund statute (“Superfund”) or similar state statutes. A number of ~~Contents~~these proceedings are based on allegations that CSXT, or its railroad predecessors, sent hazardous substances to the facilities in question for disposal. Such proceedings arising under Superfund or similar state statutes can involve numerous other waste generators and disposal companies and seek to allocate or recover costs associated with site investigation and cleanup, which could be substantial.

~~CSX~~CSXT ~~TRANSPORTATION~~is ~~INC~~involved in administrative and judicial proceedings, and other clean-up efforts at approximately 209 sites, which include the 98 Superfund sites noted above, where it is participating in the study or clean-up of alleged environmental contamination. ~~AND~~At ~~SUBSIDIARIES~~least once each quarter, CSXT reviews its role with respect to each such location, giving consideration to a number of factors, including the nature of CSXT’s alleged connection to the location (e.g., generator of waste sent to the site, or owner or operator of the site), the extent of CSXT’s alleged connection (e.g., volume of waste sent to the location and other relevant factors), the accuracy and strength of evidence connecting CSXT to the location, and the number, connection, and financial viability of other named and unnamed PRPs at the location.

~~Notes~~12 ~~To Consolidated Financial Statements (Unaudited)~~

~~NOTE~~CSX 7TRANSPORTATION INC. ~~CASUALTY,~~ ~~ENVIRONMENTAL~~ AND ~~OTHER~~SUBSIDIARIES ~~RESERVES, Continued~~

~~CSXT~~ITEM is1: ~~involved~~FINANCIAL inSTATEMENTS administrative and judicial proceedings, and other clean-up efforts at approximately 210 sites, which include the 90 Superfund sites noted above where it is participating in the study or clean-up of alleged environmental contamination. At least once each quarter, CSXT reviews its role, if any, with respect to each such location, giving consideration to a number of factors, including the nature of CSXT’s alleged connection to the location (e.g., generator of waste sent to the site, or owner or operator of the site), the extent of CSXT’s alleged connection (e.g., volume of waste sent to the location and other relevant factors), the accuracy and strength of evidence connecting CSXT to the location, and the number, connection, and financial viability of other named and unnamed PRPs at the location.

~~Based~~Notes ~~on the review process, CSXT has recorded reserves~~ to ~~cover~~ ~~estimated~~Consolidated ~~contingent~~Financial future environmental costs with respect to such sites. The recorded liabilities for estimated future environmental costs at March 28, 2003, and December 27, 2002 were $35 million. These liabilities, which are undiscounted,Statements ~~include amounts representing CSXT’s estimate of unasserted claims, which CSXT believes to be immaterial. The liability includes future costs for all sites where the Company’s obligation is~~ (1Unaudited) deemed probable and (2) where such costs can be reasonably estimated. The liability includes future costs for remediation and restoration of sites as well as any significant ongoing monitoring costs, but excludes any anticipated insurance recoveries. The majority of the March 28, 2003 environmental liability is expected to be paid out over the next seven years, funded by cash generated from operations.

~~The~~NOTE ~~Company does not currently possess sufficient information to reasonably estimate the amounts of additional liabilities, if any, on some sites until completion of future environmental studies~~7. ~~In addition~~CASUALTY, ~~latent conditions at any given location could result in exposure, the amount and materiality of which cannot presently be reliably estimated. Based upon information currently~~ ~~available,~~ENVIRONMENTAL ~~however,~~AND ~~the~~OTHER ~~Company believes its environmental reserves are adequate to accomplish remedial actions to comply with present laws and regulations~~RESERVES, ~~and~~Continued ~~that the ultimate liability for these matters will not materially affect its overall results of operations and financial condition.~~

~~NOTE~~Based 8on the review process, CSXT has recorded reserves to cover estimated future environmental costs with respect to such sites. ~~COMMITMENTS~~ ~~AND~~These ~~CONTINGENCIES~~liabilities, which are undiscounted, include amounts representing CSXT’s estimate of unasserted claims, which CSXT believes to be immaterial. The liability includes future costs for all sites where the Company’s obligation is (1) deemed probable and (2) where such costs can be reasonably estimated. The liability includes future costs for remediation and restoration of sites as well as any significant ongoing monitoring costs, but excludes any anticipated insurance recoveries. The majority of the June 27, 2003 environmental liability is expected to be paid out over the next seven years, funded by cash generated from operations.

~~Purchase~~The ~~Commitments~~Company does not currently possess sufficient information to reasonably estimate the amounts of additional liabilities, if any, on some sites until completion of future environmental studies. In addition, latent conditions at any given location could result in exposure, the amount and materiality of which cannot presently be reliably estimated. Based upon information currently available, however, the Company believes its environmental reserves are adequate to accomplish remedial actions to comply with present laws and regulations, and that the ultimate liability for these matters will not materially affect its overall results of operations and financial condition.

~~The Company~~NOTE ~~has a commitment under a long-term maintenance program for approximately 40% of its fleet of locomotives~~8. ~~The~~COMMITMENTS ~~agreement~~AND ~~expires~~CONTINGENCIES in 2026 and totals $2.7 billion. The long-term maintenance program assures CSXT access to efficient, high-quality locomotive maintenance services at fixed price levels through the term of the program. Under the program, CSXT paid approximately $33 million and $31 million in the quarters ended March 28, 2003 and March 29, 2002, respectively.

~~Long-term~~Purchase ~~Operating~~Commitments ~~Agreements~~

InThe ~~addition~~Company tohas ~~its~~a ~~contractual~~commitment ~~arrangement~~under toa ~~operate specified~~long-term ~~portions~~maintenance program for approximately 40% of ~~Conrail’s~~its ~~rail~~fleet ~~system,~~of ~~CSXT~~locomotives. ~~has~~The ~~various~~agreement expires in 2026 and approximates $2.7 billion. The long-term ~~railroad~~maintenance ~~operating~~program ~~agreements~~assures ~~that~~CSXT ~~allow~~access ~~for~~to ~~exclusive~~efficient, ~~operating~~high-quality ~~rights~~locomotive ~~over~~maintenance ~~various~~services ~~railroad~~at ~~lines~~fixed price levels through the term of the program. Under ~~these~~the ~~agreements~~program, ~~CSXT~~CSX ispaid ~~obligated~~$33 tomillion ~~pay~~and ~~usage~~$66 million ~~fees~~in ~~of approximately~~the ~~$10~~quarter ~~million~~and ~~annually~~six month periods ended June 27, 2003, respectively. ~~The~~In ~~terms~~the ofquarter ~~these~~and ~~agreements~~six ~~range~~month ~~from~~periods 30ended toJune 4028, ~~years~~2002, $31 million and $62 million, respectively was paid.

Long-~~12-~~term Operating Agreements

~~Table~~In addition to its contractual arrangement to operate specified portions of Conrail’s ~~Contents~~rail system, CSXT has various long-term railroad operating agreements that allow for exclusive operating rights over various railroad lines. Under these agreements, CSXT is obligated to pay usage fees of approximately $10 million annually. The terms of these agreements range from 30 to 40 years.

~~CSX~~13 ~~TRANSPORTATION INC. AND SUBSIDIARIES~~

~~Notes~~CSX ToTRANSPORTATION ~~Consolidated~~INC. ~~Financial~~AND ~~Statements~~SUBSIDIARIES ~~(Unaudited)~~

~~NOTE~~ITEM ~~8. COMMITMENTS~~1: ~~AND~~FINANCIAL ~~CONTINGENCIES,~~STATEMENTS ~~Continued~~

~~Self-Insurance~~Notes to Consolidated Financial Statements (Unaudited)

~~The~~NOTE ~~Company obtains substantial amounts of commercial insurance for potential losses for third-party liability and property damages~~8. ~~Reasonable~~COMMITMENTS ~~levels of risk ($35 million for property and $25 million for liability per occurrence)~~AND ~~are~~CONTINGENCIES, ~~retained~~Continued on a self-insurance basis. Using a combination of third party and self-insurance allows the Company to realize savings on insurance premium costs and preserves flexibility in achieving the best insurance solutions for various categories of risks.

~~Other~~Self-Insurance ~~Legal Proceedings~~

AThe ~~number~~Company ofobtains substantial ~~other~~amounts ~~legal~~of ~~actions~~commercial ~~are~~insurance ~~pending~~for ~~against~~potential ~~CSXT~~losses ~~in which~~for ~~claims~~third-party ~~are~~liability ~~made~~and inproperty ~~substantial amounts~~damages. ~~While~~Reasonable ~~the~~levels ~~ultimate results~~ of ~~these~~risk ~~legal~~($35 ~~actions~~million ~~cannot~~for beproperty ~~predicted~~and ~~with~~$25 ~~certainty,~~million ~~management~~for ~~does~~liability ~~not~~per ~~currently~~occurrence) ~~expect~~are ~~that~~retained ~~the~~on ~~resolution of these matters will have~~ a ~~material adverse effect on~~self-insurance ~~CSXT’s~~basis. ~~consolidated~~Using ~~balance~~a ~~sheet,~~combination ~~income~~of ~~statement~~third orparty ~~cash~~and ~~flows.~~self-insurance ~~The~~allows the Company ~~is also party~~ to arealize ~~number~~savings ofon ~~actions,~~insurance ~~the~~premium ~~resolution~~costs ofand ~~which~~preserves ~~could~~flexibility ~~result~~ in ~~gain~~achieving ~~realization~~the inbest ~~amounts~~insurance ~~that~~solutions ~~could~~for bevarious ~~material~~categories ~~to results~~ of ~~operations in the quarter received~~risks.

~~-13-~~Legal Proceedings

~~Table~~A number of ~~Contents~~legal actions are pending against CSXT in which claims are made in substantial amounts. While the ultimate results of these legal actions cannot be predicted with certainty, management does not currently expect that the resolution of these matters will have a material adverse effect on CSXT’s consolidated balance sheet, income statement or cash flows. The Company is also party to a number of actions, the resolution of which could result in gain realization in amounts that could be material to results of operations in the quarter received.

~~CSX~~14 ~~TRANSPORTATION INC. AND SUBSIDIARIES~~

~~ITEM~~CSX 2:TRANSPORTATION ~~MANAGEMENT’S~~INC. ~~NARRATIVE~~AND ~~ANALYSIS~~SUBSIDIARIES ~~OF THE RESULTS OF OPERATIONS~~

ITEM 2: MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

~~CSXT follows~~RESULTS aOF ~~52/53~~OPERATIONS week fiscal reporting calendar. Fiscal years 2003 and 2002 consist of 52 weeks ending on December 26, 2003 and December 27, 2002, respectively. The financial statements presented are for the 13-week quarters ended March 28, 2003 and March 29, 2002, and as of December 27, 2002.

~~Operating~~CSXT follows a 52/53 week fiscal reporting calendar. Fiscal years 2003 and 2002 consist of 52 weeks ending on December 26, 2003 and December 27, 2002, respectively. The financial statements presented are for the 13-week quarters and six ~~Revenue~~months ended June 27, 2003 and June 28, 2002,, and as of December 27, 2002.

~~The~~Operating ~~following~~Revenue ~~table provides carload and revenue data by service group and commodity for the quarters ended March 28, 2003 and March 29, 2002:~~

	Carloads (Thousands)				Revenue (Dollars in Millions)
	2003	2002	% Change		2003		2002		% Change
Merchandise
Phosphates and Fertilizer	117	119	(2	)%	$	87	$	89	(2	)%
Metals	88	77	14	%		110		98	12	%
Forest and Industrial Products	148	144	3	%		195		189	3	%
Agricultural and Food	114	115	(1	)%		167		166	1	%
Chemicals	138	135	2	%		251		238	5	%
Emerging Markets	101	93	9	%		112		88	27	%
Total Merchandise	706	683	3	%		922		868	6	%
Automotive	131	129	2	%		208		200	4	%
Coal, Coke & Iron Ore
Coal	373	393	(5	)%		370		381	(3	)%
Coke and Iron Ore	12	12	—	%		13		16	(19	)%
Total Coal, Coke & Iron Ore	385	405	(5	)%		383		397	(4	)%
Other	—	—	—	%		18		21	(14	)%
Total	1,222	1,217	—	%	$	1,531	$	1,486	3	%

The following tables provide carload and revenue data by service group and commodity for the quarters ended June 27, 2003 and June 28, 2002:

~~Revenue increased~~Quarters ~~$45 million or 3 percent for the quarter~~ ended ~~March~~June 2827, 2003, asand ~~compared~~June ~~to the quarter ended March 29~~28, 2002.

Merchandise Revenue

	Carloads (Thousands)				Revenue (Dollars in Millions)
	2003	2002	% Change		2003		2002		% Change
Merchandise
Phosphates and Fertilizer	113	119	(5	)%	$	85	$	83	2	%
Metals	87	80	9			108		100	8
Forest and Industrial Products	153	152	1			207		197	5
Agricultural and Food	113	110	3			165		159	4
Chemicals	134	140	(4	)		244		246	(1	)
Emerging Markets	125	115	9			118		107	10

Total Merchandise	725	716	1			927		892	4
Automotive	139	148	(6	)		224		231	(3	)
Coal, Coke & Iron Ore
Coal	400	391	2			401		380	6
Coke and Iron Ore	18	18	—			15		19	(21	)

Total Coal, Coke & Iron Ore	418	409	2			416		399	4
Other	—	—	—			6		16	(63	)

Total	1,282	1,273	1	%	$	1,573	$	1,538	2	%

~~Overall~~15 merchandise revenues were up 6 percent on 3 percent volume growth. Emerging markets, chemicals, metals and forest and industrial products’ revenue levels increased over the prior year quarter, while phosphates and fertilizers had a slight decrease. The positive performance in emerging markets by continued strength in military shipments during the first quarter of 2003.

~~Automotive~~CSX ~~Revenue~~TRANSPORTATION INC. AND SUBSIDIARIES

~~Automotive~~ITEM ~~revenues~~2: MANAGEMENT’S ~~grew~~NARRATIVE $8ANALYSIS ~~million~~OF orTHE 4RESULTS ~~percent~~OF ~~over~~OPERATIONS the prior year quarter. Growth was driven by increased vehicle production, while extended linehauls resulted in yield improvements. Light truck and remarketed vehicles revenue are up year-over-year due to shifts to sports utility and crossover vehicles and aggressive manufacturer incentives.

~~-14-~~Six Months ended June 27, 2003 and June 28, 2002

	Carloads (Thousands)				Revenue (Dollars in Millions)
	2003	2002	% Change		2003		2002		% Change
Merchandise
Phosphates and Fertilizer	230	238	(3	)%	$	172	$	172	—	%
Metals	175	157	11			218		198	10
Forest and Industrial Products	301	296	2			402		386	4
Agricultural and Food	227	225	1			332		325	2
Chemicals	272	275	(1	)		495		484	2
Emerging Markets	226	208	9			230		195	18

Total Merchandise	1,431	1,399	2			1,849		1,760	5
Automotive	270	277	(3	)		432		431
Coal, Coke & Iron Ore
Coal	773	784	(1	)		771		761	1
Coke and Iron Ore	30	30	—			28		35	(20	)

Total Coal, Coke & Iron Ore	803	814	(1	)		799		796	—
Other	—	—	—			24		37	(35	)

Total	2,504	2,490	1	%	$	3,104	$	3,024	3	%

~~CSX~~Quarter ~~TRANSPORTATION~~ended ~~INC.~~June ~~AND~~27, ~~SUBSIDIARIES~~2003 Compared to June 28, 2002

~~ITEM~~Operating ~~2: MANAGEMENT’S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS~~ Revenue

~~RESULTS~~Revenue OFincreased ~~OPERATIONS~~$35 million, or 2% in the quarter ended ~~Continued~~June 27, 2003, as compared to the quarter ended June 28, 2002.

~~Coal~~Merchandise ~~Revenue~~

~~Coal~~Merchandise ~~revenues~~revenue ~~were~~in ~~down~~the ~~$11~~second quarter ~~million~~of or2003 3was ~~percent from~~up ~~prior~~4% ~~year.~~on ~~Abnormally~~1% ~~harsh~~volume ~~winter~~growth ~~weather~~as ~~adversely~~compared ~~affected~~to ~~lake~~the ~~loadings,~~2002 asquarter. ~~lakes~~All ~~were~~markets ~~frozen~~realized ~~and,~~increased ~~therefore,~~revenue ~~inaccessible.~~except ~~Additionally~~chemicals, ~~weakness~~which ~~continued~~was innegatively ~~exports~~impacted ~~due~~by tohigh ~~reduced~~oil ~~competitive~~and ~~standing~~natural ofgas ~~United~~prices ~~States~~and ~~coal~~weak indemand. Emerging markets showed the ~~international~~greatest ~~market.~~improvement ~~These~~due ~~two~~to ~~factors~~continued ~~more~~growth ~~than~~in ~~offset~~waste ~~the~~and ~~strength~~military inshipments. ~~utility~~Modal ~~coal~~conversions ~~shipments~~contributed ~~that~~to ~~occurred~~revenue increases in ~~the~~metals ~~latter~~and ~~part~~forest ofand ~~the~~industrial ~~quarter~~products.

~~Operating~~Automotive ~~Expense~~

~~Operating~~Automotive ~~expenses~~revenue ~~increased~~decreased to $~~1.5~~7 ~~billion~~million ~~from~~or $13%.4 ~~billion~~Vehicle ~~for~~production ~~the~~declined ~~quarters~~9% ~~ended~~versus ~~March 28, 2003 and March 29,~~ 2002~~, respectively~~. ~~The $57~~Haul ~~million~~extensions ~~increase~~on ~~was~~existing ~~primarily due to higher fuel prices~~business, ~~operational~~and ~~inefficiencies~~new ~~due~~business activities topartially ~~severe~~mitigated ~~winter~~the ~~weather~~impact ~~during~~of ~~2003,~~reduced ~~and~~vehicle ~~increased personal injury claims~~production.

~~• Labor and Fringe expenses were up $10 million in the first quarter of 2003 versus prior year. The Company experienced higher crew costs during the first quarter of 2003 due to inflation~~Coal, ~~higher~~Coke ~~volumes~~ and ~~costs~~Iron ~~related~~Ore to the slowdown of the network caused by weather issues during the quarter. Expenses were also affected upon the adoption of SFAS 143, “Accounting for Asset Retirement Obligations,” by the inclusion of approximately $2 million of costs relating to the removal of retired crossties, which were previously provided for through depreciation expense.

~~• Materials~~Coal, ~~Supplies~~coke and ~~Other~~iron ~~expenses~~ore revenue increased ~~$11~~4% ~~million period~~ quarter-over-quarter ~~period,~~on ~~primarily~~2% ~~due~~volume togrowth. ~~increased~~Strong ~~personal~~utility ~~injuries~~demand and ~~derailments~~modal ~~and~~conversion ~~other~~initiatives ~~costs~~drove ~~relating to the weather in the first quarter of 2003~~performance. ~~Expenses~~Favorable ~~were~~yield ~~also~~was ~~affected~~due ~~upon the adoption of SFAS 143 by the inclusion of approximately $2 million of costs relating~~ to ~~the~~improved ~~removal~~mix ofand ~~retired~~continued ~~crossties,~~pricing ~~which were previously provided for through depreciation expense~~success.

•16 ~~Conrail expenses were relatively flat decreasing $1 million to $86 million in 2003.~~

~~• Related party service fees decreased $33 million as compared to the prior year quarter due to a change in the management service fee charged by~~ CSX ~~and~~TRANSPORTATION ~~higher~~INC. ~~fees~~AND ~~received~~SUBSIDIARIES ~~from CSXI.~~

•ITEM ~~Building~~2: ~~and~~MANAGEMENT’S ~~Equipment~~NARRATIVE ~~Rent~~ANALYSIS ~~increased~~OF $8THE ~~million~~RESULTS ~~primarily~~OF ~~due~~OPERATIONS ~~to increased car hire expenses caused partially by the network slowdown relating to abnormally harsh winter weather.~~

•Operating ~~Depreciation~~Expense expense increased $8 million primarily due to asset additions. Reductions in depreciation expense relating to the discontinuation of accruals for the removal of crossties upon the adoption of SFAS 143 were offset by the impact of reductions of certain asset lives as part of a group depreciation life study.

• ~~Fuel~~Labor and Fringe expenses were up ~~significantly~~$12 million in the ~~first~~second quarter of 2003, as compared to ~~2002.~~the ~~Fuel~~prior ~~prices~~year ~~increased~~quarter. ~~expense~~The byeffects ~~$50~~of ~~million,~~inflation ~~but~~continue ~~the~~to ~~net~~drive ~~impact~~labor onand ~~operating~~fringe ~~income~~expense ~~was $44 million~~increases, ~~since~~while $6greater ~~million~~labor inneeds ~~fuel~~associated ~~surcharges~~with ~~were~~diminished ~~billed~~network tofluidity ~~customers.~~and ~~The~~volume ~~remaining~~increased $4expenses. ~~million~~Costs ~~increase~~related ~~was~~to ~~the~~variable ~~result~~deferred ofcompensation ~~volume~~plans ~~and~~tied ~~efficiency issues related~~ to ~~the~~market ~~severe~~performance ~~winter~~also ~~weather~~contributed ~~during~~to the ~~first~~ quarter-over-quarter ~~of 2003~~increase.

~~Operating Income~~• Materials, Supplies and Other decreased $4 million period-over-period primarily due to a favorable resolution of property tax litigation in the state of New York. A negative contract settlement that occurred last year also contributed to the decrease.

~~Operating~~• ~~income~~Conrail ~~was~~expenses increased $775 million ~~for~~ in the second quarter ~~ended March 28, 2003,~~ as compared to ~~$89 for~~ the ~~quarter~~prior ~~ended~~year ~~March~~period ~~29,~~due ~~2002.~~primarily ~~This~~to ~~$12~~less ~~million~~favorable ~~decrease~~claims ~~resulted~~experience ~~from~~on ~~the~~personal ~~large~~injury ~~increase~~and inoccupational ~~fuel~~reserves and ~~other~~increased ~~operating~~usage ~~expenses~~charges ~~more~~on ~~than offsetting~~ the ~~benefit~~Shared ofAsset ~~higher revenues~~Areas.

~~-15-~~• Related party service fees decreased $21 million to $47 million in the second quarter of 2003 due to a change in the management service fee charged by CSX and higher fees received from CSXI.

~~Table~~• Equipment Rent decreased $15 million quarter-over-quarter because of ~~Contents~~favorable mix and due to renegotiated carhire rates, which more than offset unfavorable utilization due to the network fluidity decline.

~~CSX~~• ~~TRANSPORTATION~~Depreciation ~~INC~~expense increased $9 million in the second quarter, as compared to the same period of 2002. ~~AND~~The ~~SUBSIDIARIES~~increase is primarily due to property additions, but was also negatively impacted by higher depreciation rates resulting from an asset life study. These increases were somewhat offset by a decrease in the depreciation of crossties due to the adoption of SFAS 143 in the first quarter of 2003.

~~ITEM~~• 2:Fuel ~~MANAGEMENT’S~~expense ~~NARRATIVE~~increased ~~ANALYSIS~~$24 OFmillion ~~THE~~quarter-over-quarter. ~~RESULTS~~Fuel OFprices ~~OPERATIONS~~increased expense by $23 million, but the net impact on operating income was $12 million, as $11 million in fuel surcharges were billed to customers.

~~RESULTS~~Operating OFIncome ~~OPERATIONS, Continued~~

~~Net~~Operating income increased ~~Earnings~~$25 million, or 17% quarter-over-quarter to $173 million in the second quarter of 2003, compared to $148 million in 2002.

~~CSXT~~17 ~~reported net earnings for the quarter ended March 28, 2003 of $73 million, compared with $47 million in the quarter ended March 29, 2002.~~

Income tax expense includes $9 million for the increase in the Company’s deferred effective state income tax rate, which is applied to CSXT’s cumulative temporary differences, as a result of the conveyance of certain CSX ~~assets~~TRANSPORTATION toINC. aAND ~~new~~SUBSIDIARIES ~~venture.~~

InITEM ~~2001,~~2: ~~SFAS~~MANAGEMENT’S ~~143,~~NARRATIVE ~~“Accounting~~ANALYSIS ~~for~~OF ~~Asset~~THE ~~Retirement~~RESULTS ~~Obligations”~~OF ~~was~~OPERATIONS issued. This statement addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. In conjunction with the group-life method of accounting for asset costs, the Company historically accrued crosstie removal costs as a component of depreciation, which is not permitted under SFAS 143. With the adoption of SFAS 143 in the first quarter of 2003, CSX recorded pretax income of $93 million, $57 million after tax as a cumulative effect of an accounting change, representing the reversal of the accrued liability for crosstie removal costs. The adoption of SFAS 143 did not have a material effect on prior reporting periods, and the Company does not believe it will have a material effect on future earnings. On an ongoing basis, depreciation expense will be reduced, while labor and fringe and materials, supplies and other expense will be increased.

~~Earnings~~Six ~~before~~Months ~~the cumulative effect of accounting changes was $16 million and $47 million for the quarters~~ ended ~~March~~June 2827, 2003 ~~and March~~Compared ~~29,~~to ~~2002,~~June ~~respectively. This $31 million decrease results primarily from the decrease in operating income and other income~~28, ~~partially~~2002 ~~offset by a decrease in income tax expense.~~

~~FACTORS~~Operating ~~EXPECTED~~Revenue ~~TO INFLUENCE 2003~~

~~Fuel~~Operating ~~expenses~~revenue ~~fluctuate~~increased ~~and~~$80 ~~are~~million afor ~~significant~~the ~~cost~~six ~~of CSX’s~~months ~~transportation~~ended ~~businesses~~June ~~so far~~27, 2003, ~~but~~as ~~the~~compared ~~Company~~to ~~expects that~~ the ~~impact~~2002 ofperiod. ~~price~~The ~~variance~~increase ~~will~~results befrom ~~less~~increased revenue in the ~~second~~merchandise ~~quarter~~group, ofwhere ~~2003~~all ~~than~~units ~~the~~showed ~~$50~~period-over-period ~~million~~revenue ~~impact~~improvement ~~during~~except ~~the~~phosphates ~~first~~and ~~quarter~~fertilizers ofwhich ~~2003.~~remained ~~The full year impact of fuel expenses cannot be estimated with reasonable certainty~~flat.

~~CRITICAL~~Operating ~~ACCOUNTING~~Income ~~ESTIMATES~~

~~The~~Operating ~~preparation~~income offor ~~financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~six ~~States~~months ~~requires~~ended ~~that~~June ~~management~~27, ~~make~~2003 ~~estimates~~was inup ~~reporting~~$13 ~~the~~million to ~~amounts~~$250 ~~of certain assets and liabilities~~million, ~~the disclosure~~compared ofto ~~contingent~~$237 ~~assets~~million ~~and~~for ~~liabilities at~~ the ~~date~~same ofperiod ~~the financial statements and the reported amount~~ of ~~certain revenues and expenses during~~ the ~~reporting~~prior ~~period~~year. ~~Actual~~This ~~results~~increase ~~may~~is ~~differ~~a ~~from~~result ~~those estimates. For information regarding CSXT’s significant estimates using management judgement, see the December 27, 2002 CSXT 10-K. As~~ of ~~March~~increased ~~28,~~revenues ~~2003,~~and ~~there~~a ~~have~~decrease ~~been~~in nonet ~~significant~~related ~~changes~~party toservice ~~these estimates~~fees.

~~-16-~~Other Income

~~Table~~Other ofincome ~~Contents~~remained relatively flat at $1 million for the six months ended June 27, 2003 and June 28, 2002.

~~CSX~~Interest ~~TRANSPORTATION~~Expense ~~INC. AND SUBSIDIARIES~~

~~ITEM~~Interest expense decreased $2: ~~MANAGEMENT’S~~million ~~NARRATIVE~~to ~~ANALYSIS~~$56 OFmillion ~~THE~~period-over-period ~~RESULTS~~due to OFlower ~~OPERATIONS~~borrowing rates on the CSX Cash Management Plan.

~~FORWARD~~Net ~~LOOKING~~Earnings ~~STATEMENTS~~

~~This Quarterly~~Net ~~Report contains 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,~~was ~~cost-savings,~~$166 ~~expenses, or other financial~~million ~~items; statements of management’s plans, strategies and objectives~~ for ~~future operations, and management’s expectations as to future performance and operations and~~ the ~~time~~six bymonths ~~which~~ended ~~objectives~~June ~~will be achieved; statements concerning proposed new products and services; and statements regarding future economic~~27, ~~industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “believe”~~2003, ~~“expect”, “anticipate”,~~compared ~~“project”,~~to ~~and~~$111 ~~similar~~million ~~expressions.~~for ~~Forward-looking statements speak only as of~~ the ~~date~~prior ~~they~~year ~~are made, and the Company undertakes no obligation to update or revise any forward-looking statement~~period. IfThe ~~the~~six ~~Company~~months ~~does update~~ended ~~any~~2003 ~~forward-looking~~included ~~statement,~~a nocumulative ~~inference~~effect ~~should~~of beaccounting ~~drawn~~change ~~that~~benefit ~~the~~of ~~Company~~$57 ~~will make additional updates with respect to that statement or any other forward-looking statements~~million.

~~Forward-looking~~Earnings ~~statements~~before ~~are~~the ~~subject~~cumulative toeffect ~~a number~~ of ~~risks~~accounting ~~and~~change ~~uncertainties,~~were ~~and~~$109 ~~actual performance or~~million 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~~$111 ~~initiatives,~~million ~~(ii)~~for ~~changes in domestic or international economic or business conditions, including those affecting~~ the ~~rail~~six ~~industry~~months ~~(such~~ended asJune ~~the impact of industry competition~~27, ~~conditions,~~ ~~performance~~2003 and ~~consolidation);~~June ~~(iii)~~28, legislative or regulatory changes; and (iv) 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 elsewhere in this Annual Report and in the Company’s other SEC reports2002, ~~accessible on the SEC’s website at www~~respectively.~~sec.gov~~ ~~and the Company’s website at www.csx.com.~~

~~-17-~~Cumulative Effect of Accounting Change

~~Table~~SFAS 143, “Accounting for Asset Retirement Obligations” was issued in 2001. This statement addresses financial accounting and reporting for legal obligations associated with the retirement of ~~Contents~~tangible long-lived assets and the associated retirement costs. In conjunction with the group-life method of accounting for asset costs, the Company historically accrued crosstie removal costs as a component of depreciation, which is not permitted under SFAS 143. With the adoption of SFAS 143 in fiscal year 2003, CSX recorded pretax income of $93 million, $57 million after tax, as a cumulative effect of an accounting change in the first quarter, representing the reversal of the accrued liability for crosstie removal costs. The adoption of SFAS 143 did not have a material effect on prior reporting periods, and the Company does not believe it will have a material effect on future earnings. On an ongoing basis, depreciation expense will be reduced, while labor and fringe and materials, supplies and other expense will be increased.

~~CSX~~18 ~~TRANSPORTATION INC. AND SUBSIDIARIES~~

~~PART~~CSX IITRANSPORTATION INC. ~~OTHER~~AND ~~INFORMATION~~SUBSIDIARIES

ITEM ~~3. QUANTITATIVE~~2: ~~AND~~MANAGEMENT’S ~~QUALITATIVE~~NARRATIVE ~~DISCLOSURES~~ANALYSIS ~~ABOUT~~OF ~~MARKET~~THE ~~RISK~~RESULTS OF OPERATIONS

~~The~~FACTORS ~~Company~~EXPECTED isTO ~~subject~~INFLUENCE ~~to risk relating to changes in the price of diesel fuel. At March 28,~~ 2003, the Company had not entered into any commitments for forward fuel purchases. The Company’s average annual fuel consumption is approximately 570 million gallons. A one-cent change in the price per gallon of fuel would impact annual fuel expense by approximately $6 million.

Fuel expenses fluctuate and are a significant cost of CSXT’s ~~ITEM~~operations. 4Fuel prices can vary significantly from period to period and impact future results. ~~DISCLOSURE~~ ~~CONTROLS~~Although ~~AND~~the ~~PROCEDURES~~Company is in the implementation stage of a fuel price hedging program, it will remain subject to fuel price fluctuation over the remainder of 2003. Economic factors also influence results and it is still uncertain whether significant improvements in the industrial sector will come in the second half of 2003. The Company underwent staffing reductions that were announced in mid-July. Amounts to be expensed relating to this involuntary program will be approximately $8 million in the third quarter of 2003.

AsCRITICAL ofACCOUNTING ~~April~~ESTIMATES 28, 2003, under the supervision and with the participation of the Company’s Principal Executive Officer and the Principal Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of April 28, 2003. There were no significant changes in the Company’s internal controls or in the other factors that could significantly affect those controls subsequent to the date of evaluation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates in reporting the amounts of certain assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of certain revenues and expenses during the reporting period. Actual results may differ from those estimates. For information regarding CSXT’s significant estimates using management judgement, see the December 27, 2002 CSXT 10-~~18-~~K. As of June 27, 2003, there have been no significant changes to these estimates.

~~Table~~19 ~~of Contents~~

CSX TRANSPORTATION INC. AND SUBSIDIARIES

~~PART~~ITEM ~~II.~~2: ~~OTHER~~MANAGEMENT’S ~~INFORMATION~~NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

~~ITEM~~FORWARD ~~6. EXHIBITS~~LOOKING ~~AND~~STATEMENTS ~~REPORTS ON FORM 8-K~~

~~(a) Exhibits~~This Quarterly Report contains 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 operations, 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.

99Forward-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.1* ~~Principal~~Factors ~~Executive~~that ~~Officer~~may ~~Certification~~cause ~~Pursuant~~actual results to 18differ ~~U.S.C.~~materially ~~Section~~from ~~1350~~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 ~~Adopted~~the ~~Pursuant~~impact toof ~~Section~~industry ~~906~~competition, conditions, performance and consolidation); (iii) legislative or regulatory changes; and (iv) the outcome of claims and litigation involving or affecting the ~~Sarbanes~~Company. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-~~Oxley~~looking statements ~~Act~~are ofspecified ~~2002~~elsewhere in this Quarterly Report and in the Company’s other SEC reports, accessible on the SEC’s website at www.sec.gov and the Company’s website at www.csx.com.

99.2*20 ~~Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~(b) Reports~~CSX onTRANSPORTATION ~~Form~~INC. ~~8-K~~AND SUBSIDIARIES

~~None~~ ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

*The ~~Filed~~Company ~~herewith~~is subject to risk relating to changes in the price of diesel fuel. At June 27, 2003, the Company had not entered into any commitments for forward fuel purchases. The Company’s average annual fuel consumption is approximately 570 million gallons. A one-cent change in the price per gallon of fuel would impact annual fuel expense by approximately $6 million.

~~SIGNATURE~~ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

~~Pursuant~~As toof July 27, 2003, under the ~~requirements~~ supervision and with the participation of the ~~Securities~~Company’s ~~Exchange~~Principal ~~Act~~Executive Officer and the Principal Financial Officer, management has evaluated the effectiveness of ~~1934~~the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the ~~registrant~~Principal ~~has~~Executive ~~duly~~Officer ~~caused~~and the Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of July 27, 2003. There were no significant changes in the Company’s internal controls during the fiscal quarter covered by this quarterly report tothat behas ~~signed~~materially onaffected ~~its~~or ~~behalf~~is byreasonably likely to materially affect the ~~undersigned~~Company’s ~~thereunto~~internal ~~duly~~control over ~~authorized~~financial reporting.

~~CSX~~21 ~~TRANSPORTATION INC. (Registrant) By: /s/ CAROLYN T. SIZEMORE Carolyn T. Sizemore (Principal Accounting Officer)~~

~~Dated:~~CSX ~~April~~TRANSPORTATION ~~30,~~INC. ~~2003~~AND SUBSIDIARIES

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-~~19-~~K

~~Table~~(a) ~~of Contents~~Exhibits

CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER


31.1	*	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	*	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	*	Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	*	Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I,(b) ~~Michael~~Reports J.on ~~Ward,~~Form ~~certify that:~~ 8-K

1.None ~~I have reviewed this quarterly report on Form 10-Q of CSX Transportation Inc.;~~

2.* ~~Based~~Filed onherewith my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. SIGNATURE Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.Pursuant ~~The~~to ~~registrant’s~~the requirements ~~other~~of ~~certifying~~the ~~officers~~Securities ~~and~~Exchange IAct ~~are~~of ~~responsible~~1934, ~~for~~the ~~establishing~~registrant ~~and~~has ~~maintaining~~duly ~~disclosure~~caused ~~controls~~this ~~and~~report ~~procedures~~to ~~(as~~be ~~defined~~signed inon ~~Exchange~~its ~~Act~~behalf ~~Rules~~by ~~13a-14~~the ~~and~~undersigned ~~15d-14)~~thereunto ~~for~~duly ~~the~~authorized. ~~registrant and have:~~

a)CSX ~~designed~~TRANSPORTATION ~~such~~INC. ~~disclosure~~(Registrant) ~~controls~~By: ~~and~~/s/ ~~procedures~~CAROLYN toT. ~~ensure~~SIZEMORE ~~that~~Carolyn ~~material~~T. ~~information~~Sizemore ~~relating~~(Principal toAccounting ~~the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;~~Officer)

b)Dated: ~~evaluated~~July ~~the~~30, ~~effectiveness~~2003 ~~of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~

c)22 ~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 30, 2003

/s/ MICHAEL J. WARD Michael J. Ward Principal Executive Officer

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CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER

I, Frederick J. Favorite Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of CSX Transportation Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: April 30, 2003

/s/ FREDERICK J. FAVORITE Jr. Frederick J. Favorite Jr. Principal Financial Officer

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Quarters Ended

March 28, 2003

March 29, 2002

(dollars in millions)

Discounts on Sales of Accounts Receivable

Filing Compare · CSX TRANSPORTATION INC