Earnings Per Share

6 Months Ended

Jun. 30, 2021

The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution.


	Second Quarters				Six Months
	2021		2020		2021		2020
Numerator (Dollars in millions):
Net Earnings	$	1,173	$	499	$	1,879	$	1,269



Denominator (Units in millions):
Average Common Shares Outstanding	2,270		2,297		2,276		2,306
Other Potentially Dilutive Common Shares	5		4		5		5
Average Common Shares Outstanding, Assuming Dilution	2,275		2,301		2,281		2,311

Net Earnings Per Share, Basic	$	0.52	$	0.22	$	0.83	$	0.55
Net Earnings Per Share, Assuming Dilution	$	0.52	$	0.22	$	0.82	$	0.55

Basic earnings per share is based on the weighted-average number of shares of common stock outstanding. Earnings per share, assuming dilution, is based on the weighted-average number of shares of common stock outstanding and common stock equivalents adjusted for the effects of common stock that may be issued as a result of potentially dilutive instruments. CSX's potentially dilutive instruments are made up of equity awards including performance units and employee stock options.

When calculating diluted earnings per share, the potential shares that would be outstanding if all outstanding stock options were exercised are included. This number is different from outstanding stock options because it is offset by shares CSX could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent. The total average outstanding stock options that were excluded from the diluted earnings per share calculation because their effect was antidilutive is in the table below.


	Second Quarters		Six Months
	2021	2020	2021	2020
Antidilutive Stock Options Excluded from Diluted EPS (Millions)	2	7	2	5

NOTE 2. Earnings Per Share, continued

Share Repurchases

In January 2019, the Company announced a $5 billion share repurchase program. During June 2021, this program was completed, and the Company began repurchasing shares under the $5 billion share repurchase program announced on October 21, 2020. Total repurchase authority remaining was $4.6 billion as of June 30, 2021. During second quarters and six months ended 2021 and 2020, the Company engaged in the following repurchase activities:


	Second Quarters				Six Months
	2021		2020		2021		2020
Shares Repurchased (Millions)(a)	22		2		40		29
Cost of Shares (Dollars in millions)	$	701	$	39	$	1,252	$	616

(a) For second quarter and six months 2021, shares repurchased includes 3 million shares that were purchased in June 2021, but were not retired until July 1st, 2021, due to timing of the stock split. These shares are reflected as outstanding as of June 30, 2021, on the consolidated statement of changes in shareholder's equity.

Share repurchases may be made through a variety of methods including, but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block purchases. The timing of share repurchases depends upon management's assessment of marketplace conditions and other factors, and the program remains subject to the discretion of the Board of Directors. Future share repurchases are expected to be funded by cash on hand, cash generated from operations and debt issuances. Shares are retired immediately upon repurchase. In accordance with the Equity Topic in the Accounting Standards Codification ("ASC"), the excess of repurchase price over par value is recorded in retained earnings.

During the quarter, CSX entered into structured agreements for the repurchase of CSX shares. Upon execution of each agreement, the Company paid a fixed amount of cash in exchange for the right to receive either CSX stock or a predetermined amount of cash, including a premium. Shares acquired through these structured share repurchase agreements during second quarter 2021 were recorded in common stock and retained earnings and are included in the share repurchases table above. Premiums received were not material. During second quarter 2021, the Company paid a net total of approximately $228 million and received approximately 7 million shares as a result of entering into and settling structured share repurchase agreements. As of June 30, 2021, no such agreements were outstanding.

Dividend Increase

In February 2021, the Company's Board of Directors authorized an 8% increase in the quarterly cash dividend effective March 2021. The current split-adjusted quarterly dividend on the Company's common stock is $0.093 per common share.