About the Transaction


CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural and consumer products. For nearly 200 years, CSX has played a critical role in the nation’s economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation’s population resides. It also links more than 230 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corp. and its subsidiaries is available at www.csx.com.

Pan Am:

Pan Am Railways is North America’s largest regional railroad system. PAR’s routes stretch from Saint John, New Brunswick to New York’s Capital District.

PAR consists of the Boston and Maine Corporation, Maine Central Railroad Company, Northern Railroad, Portland Terminal Company, Springfield Terminal Railway Company (the operating railroad (ST)), Stony Brook Railroad Company, Vermont & Massachusetts Railroad Company, and a 50% interest in the Pan Am Southern (PAS). A haulage agreement with the Irving family of railroads extends ST’s reach into Northern Maine and New Brunswick. The combined system, including haulage rights, totals approximately 1700 route-miles. PAR’s connections include all four eastern Class I systems (CN, CP, CSX, NS) as well as over 20 regional and short line railroads. Primary commodities handled include grain, coal, sand and gravel, food products, lumber, paper and pulp, chemicals and plastics, petroleum, processed minerals, metals, scrap metal, finished automobiles and intermodal trailers and containers.

Pan Am entered the rail business in 1981 when the company, then known as Guilford Transportation Industries, purchased the Maine Central Railroad (MEC). In 1983,  GTI purchased the bankrupt Boston & Maine (B&M). In 1998 GTI purchased Pan Am Airways from bankruptcy and revived the airline. In 2006 the railroad was rebranded as Pan Am as well. Today the railroad is more vibrant than ever, succeeding in a region where many rail operators have failed, by making sound investments and a focus on the long term.

Forward-looking Statements

This information and other statements by the company may 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, margins, volumes, rates, cost-savings, expenses, taxes, liquidity, capital expenditures, dividends, share repurchases 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 services, and statements regarding future economic, industry or market conditions or performance. Forward-looking statements are typically identified by words or phrases such as “will,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “preliminary” 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 updates 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 any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by any 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, political or business conditions, including those affecting the transportation 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; (v) the outcome of claims and litigation involving or affecting the company; (vi) natural events such as severe weather conditions or pandemic health crises; and (vii) the inherent uncertainty associated with projecting economic and business conditions.

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.