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Operating Plan REDACTED - TO BE PLACED ON PUBLIC FILE BEFORE THE SURFACE TRANSPORTATION BOARD ___________________________ DOCKET NO. FD 36472 ___________________________ CSX CORPORATION AND CSX TRANSPORTATION, INC., ET AL. —CONTROL AND MERGER— PAN AM SYSTEMS, INC., PAN AM RAILWAYS, INC., BOSTON AND MAINE CORPORATION, MAINE CENTRAL RAILROAD COMPANY, NORTHERN RAILROAD, PAN AM SOUTHERN LLC, PORTLAND TERMINAL COMPANY, SPRINGFIELD TERMINAL RAILWAY COMPANY, STONY BROOK RAILROAD COMPANY, AND VERMONT & MASSACHUSETTS RAILROAD COMPANY ___________________________ EXHIBIT 13 ___________________________ Operating Plan Verified by Mr. Jamie Boychuk APP-298 REDACTED - TO BE PLACED ON PUBLIC FILE OPERATING PLAN VERIFIED BY JAMIE BOYCHUK Table of Contents I. Introduction ......................................................................................................... 3 II. Data Sources and Methodologies ....................................................................... 5 A. Traffic Data Sources ...................................................................................... 5 B. Operating Data Sources ................................................................................ 5 C. Methodology ................................................................................................... 5 III. Summary ............................................................................................................. 6 IV. Pre-Transaction Operations ............................................................................. 10 A. Train Operations ......................................................................................... 10 i. Summary of PAR System Train Operations ......................................... 11 ii. Summary of PAS Network Train Operations ....................................... 13 iii. Summary of CSXT Train Operations .................................................... 16 iv. Description of the PAR System Lines ................................................... 22 v. Description of the PAS Lines ................................................................. 24 B. Interchanges ................................................................................................ 26 C. Yards ............................................................................................................ 28 D. Dispatching .................................................................................................. 30 E. Intermodal Operations ................................................................................ 31 F. Labor ............................................................................................................ 32 G. Commuter and Other Passenger Rail Service ............................................ 32 H. Abandonments and Discontinuances .......................................................... 32 I. Mechanical Facilities ................................................................................... 33 V. Post-Transaction Operations ............................................................................ 34 A. Changes to Train Operations ...................................................................... 34 i. The PAR System ..................................................................................... 34 ii. The PAS Network ................................................................................... 37 iii. Changes in traffic flows resulting from the NSR Settlement Agreement. ................................................................................................... 40 B. Changes to Interchanges ............................................................................. 42 - 1 - APP-299 REDACTED - TO BE PLACED ON PUBLIC FILE C. Changes to Yards ......................................................................................... 44 D. Changes to Dispatching ............................................................................... 47 E. Changes to Intermodal Operations ............................................................. 47 F. Labor Impacts .............................................................................................. 48 G. Maintenance and Capital Investment ........................................................ 48 H. Impacts on Commuter and Other Passenger Rail Service ........................ 54 I. Anticipated Abandonments and Discontinuances ..................................... 54 J. Equipment Requirements ........................................................................... 54 i. Post-transaction impacts on PAR System and PAS Network equipment. ................................................................................................... 54 ii. Post-transaction locomotive efficiency benefits. ................................... 55 K. Impacts on Safety Performance .................................................................. 57 VI. Safety Integration Plan .................................................................................... 59 - 2 - APP-300 REDACTED - TO BE PLACED ON PUBLIC FILE I. Introduction I am Jamie Boychuk. My role as Executive Vice President of Operations for CSX Transportation, Inc. (“CSXT”) includes overseeing CSXT’s mechanical, engineering, transportation and network operations, as well as the company’s safety and facilities functions. I previously served as the Senior Vice President of Network, Engineering, Mechanical and Intermodal Operations, with responsibility for optimizing assets across CSXT’s network to support efficient system-wide operations. I joined CSXT in 2017 as Assistant Vice President of Transportation Support. In 2018, I was promoted to Vice President of Scheduled Railroading Implementation and also led intermodal operations before being promoted to Senior Vice President of Network Operations in August 2018. Throughout my time at CSXT, I have identified efficiency opportunities, implemented significant operational changes, driven the implementation of trip plans, and delivered improvements in network fluidity. I have been involved in the analysis of CSX’s proposed acquisition of Pan Am Systems, Inc. (“Systems”) (the “Proposed Transaction”) since the beginning of the bid process. Specifically, I participated in CSX’s due diligence, analysis of the business opportunity, and review of the PAR System’s existing operations and infrastructure. As discussed in further depth by the Verified Statement of Sean Pelkey attached to this Amended and Supplemented Application, the Proposed Transaction will allow CSXT to expand further into New England, linking the region via single- line service to the rest of CSXT’s rail network. CSXT will make significant and much-needed capital investments in the PAR System, and CSXT will implement its industry-leading customer-centric operating model on a PAR System that currently does not have the resources or scale to operate as reliably and effectively as CSXT. The Proposed Transaction will provide CSXT’s existing customers with more direct and efficient access to New England markets, and will give the PAR System’s existing customers more reliable single-line access to CSXT’s rail network. - 3 - APP-301 REDACTED - TO BE PLACED ON PUBLIC FILE In connection with preparation of the Application submitted in this proceeding on February 25, 2021, and the Amended Application submitted in this proceeding on April 26, 2021, I oversaw the CSXT team that worked with the Systems team to prepare the Operating Plan attached as Exhibit 13 to those filings. In response to the Board’s Decision No. 3 in this proceeding, I have prepared an amended and supplemented Operating Plan based on my review of the revised Market Analysis and related impact analyses submitted with this Amended and Supplemented Application, including the marketing plan presented in the Verified Statement of Mark K. Wallace, CSXT’s Executive Vice President. The proposed operating and traffic pattern changes described in this Operating Plan are based on the conclusions and growth forecasts set forth in those market and impact analyses. Importantly, based on the market and impact analyses, I expect that the CSXT, PAR System, and PAS Network will accommodate the minimal forecasted traffic growth in existing train service. Additionally, this amended and supplemented Operating Plan: (1) identifies the amount of traffic that would benefit from single-line CSXT service and describes and quantifies the benefits that will result from such single-line service; (2) includes information regarding service to Granite Shore Power’s Merrimack Generation Station and other as-needed service; (3) provides more detail on the benefits of B&E taking over Springfield Terminal’s role as contract operator of PAS; (4) addresses potential changes at PAS’s East Deerfield yard; (5) provides further explanation and data concerning the impact of the NSR Settlement Agreement on Ayer Yard traffic; (6) further quantifies the benefits of CSXT’s capital investment in the PAR System; and (7) further describes and quantifies the benefits of transitioning the Springfield Terminal locomotive fleet to the CSXT locomotive fleet. - 4 - APP-302 REDACTED - TO BE PLACED ON PUBLIC FILE Because the Proposed Transaction will result in significant public benefits, including operating efficiencies, improved infrastructure, and better and more competitive service for rail customers in New England and the existing CSXT rail network, I urge the Board to authorize and approve the Proposed Transaction. II. Data Sources
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