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Stock Plans and Share-Based Compensation
 6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Plans and Share-Based Compensation Stock Plans and Share-Based Compensation
Under CSX's share-based compensation plans, awards consist of performance units, stock options, restricted stock units and restricted stock awards for management and stock grants for directors. Awards granted under the various programs are determined and approved by the Compensation and Talent Management Committee of the Board of Directors. Awards to the Chief Executive Officer are approved by the full Board and awards to senior executives are approved by the Compensation and Talent Management Committee. In certain circumstances, the Chief Executive Officer or delegate approves awards to management employees other than senior executives. The Board of Directors approves awards granted to CSX's non-management directors upon recommendation of the Governance and Sustainability Committee.

Share-based compensation expense for awards under share-based compensation plans and purchases made as part of the employee stock purchase plan is measured using the fair value of the award on the grant date and is recognized on a straight-line basis over the service period of the respective award. Alternatively, expense is recognized upon death or upon grant date to certain retirement-eligible employees whose agreements allow for continued vesting upon retirement. Forfeitures are recognized as they occur. Total pre-tax expense and income tax benefits associated with share-based compensation are shown in the table below. Income tax benefits include impacts from option exercises and the vesting of other equity awards.

Second QuartersSix Months
(Dollars in millions)2022202120222021
Share-Based Compensation Expense:
Performance Units$6 $20 $26 $38 
Stock Options3 4 10 10 
Restricted Stock Units and Awards3 2 9 7 
Stock Awards for Directors— — 2 2 
Employee Stock Purchase Plan1 1 2 2 
Total Share-Based Compensation Expense$13 $27 $49 $59 
Income Tax Benefit$3 $6 $12 $15 
NOTE 3.     Stock Plans and Share-Based Compensation, continued

Long-term Incentive Plan
    In February 2022, the Company granted 494 thousand performance units to certain employees under a new long-term incentive plan ("LTIP") for the years 2022 through 2024, which was adopted under the CSX 2019 Stock and Incentive Award Plan.

    Payouts of performance units for the cycle ending with fiscal year 2024 will be based on the achievement of goals related to both operating income growth and CSX Cash Earnings ("CCE"), in each case excluding non-recurring items as defined in the plan. The average annual operating income growth percentage and CCE measures over the plan period will each comprise 50% of the payout and will be measured independently of the other. As defined under the plan, CCE is a cash-flow based measure that incentivizes strategic investments earning more than the required return. CCE equals CSX’s gross cash earnings (after-tax EBITDA) minus the required return on gross operating assets.

    Grants were made in performance units, with each unit representing the right to receive one share of CSX common stock, and payouts will be made in CSX common stock. The payout range for participants will be between 0% and 200% of the target awards depending on Company performance against predetermined goals. Payouts for certain executive officers are subject to formulaic upward or downward adjustment by up to 25%, capped at an overall payout of 250%, based upon the Company's total shareholder return relative to specified comparable groups over the performance period. Participants will receive stock dividend equivalents declared over the performance period based on the number of performance units paid upon vesting. Other immaterial grants of performance units were made during second quarters 2022 and 2021. The fair values of the performance units awarded during the second quarters and six months 2022 and 2021 were primarily calculated using a Monte-Carlo simulation model with the following weighted-average assumptions:

Second QuartersSix Months
2022202120222021
Weighted-Average Assumptions Used:
Risk-free Interest Rate2.8 %0.2 %1.8 %0.2 %
Annualized Volatility33.8 %34.3 %33.0 %33.6 %
Expected Life (in years)
2.72.62.92.9

Stock Options
In February 2022, the Company granted approximately 1.6 million stock options along with the corresponding LTIP. The fair value of stock options was calculated using the Black-Scholes valuation model. These stock options were granted with ten-year terms and vest over three years in equal installments each year on the anniversary of the grant date. The exercise price for stock options granted equals the closing market price of the underlying stock on the date of grant. These awards are time-based and are not based upon attainment of performance goals. During second quarters 2022 and 2021, there were additional immaterial grants of stock options to certain members of management.
NOTE 3.     Stock Plans and Share-Based Compensation, continued

    The fair values of all stock option awards during the quarters and six months ended June 30, 2022 and June 30, 2021 were estimated at the grant date with the following weighted average assumptions:

Second QuartersSix Months
2022202120222021
Weighted-Average Grant Date Fair Value$10.65$9.18$10.13$7.89
Weighted-Average Assumptions Used:
Annual Dividend Yield1.1 %1.1 %1.1 %1.2 %
Risk-Free Interest Rate2.7 %1.0 %1.9 %0.7 %
Annualized Volatility30.3 %31.0 %30.1 %31.2 %
Expected Life (in years)6.16.06.06.0
Other Pricing Model Inputs:
Weighted-Average Grant Date Market Price of CSX Stock (strike price)$35.07$33.35$35.15$29.53

Restricted Stock Units
    In February 2022, the Company granted 452 thousand restricted stock units along with the corresponding LTIP. The restricted stock units vest three years after the date of grant. Participants will receive stock dividend equivalents on the vested shares upon vesting. These awards are time-based and are not based upon CSX's attainment of operational targets. Restricted stock units are paid out in CSX common stock on a one-for-one basis. During second quarters 2022 and 2021, there were additional immaterial grants of restricted stock units. For information related to the Company's outstanding long-term incentive compensation, see CSX's most recent annual report on Form 10-K.

Employee Stock Purchase Plan
In May 2018, shareholders approved the 2018 CSX Employee Stock Purchase Plan (“ESPP”) for the benefit of Company employees. The Company registered 12 million shares of common stock that may be issued pursuant to this plan. Under the ESPP, employees may contribute between 1% and 10% of base compensation, after-tax, to purchase up to $25,000 of market value CSX common stock per year at 85% of the closing market price on either the grant date or the last day of the six-month offering period, whichever is lower. Under this program, no shares were issued during second quarters 2022 and 2021. During the six months ended June 30, 2022 and June 30, 2021, the Company issued the following shares:

Six Months
20222021
Shares issued (in thousands)326 396 
Weighted average purchase price per share$27.44 $19.33