Earnings Per Share

12 Months Ended

Dec. 31, 2024

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


	Years Ended
	2024 (a)		2023 (a)		2022 (a)
Numerator (Dollars in Millions):
Net Earnings	$	3,470	$	3,668	$	4,114



Denominator (Units in Millions):
Average Common Shares Outstanding	1,939		2,008		2,136
Other Potentially Dilutive Common Shares	4		5		5
Average Common Shares Outstanding, Assuming Dilution	1,943		2,013		2,141

Net Earnings Per Share, Basic	$	1.79	$	1.83	$	1.93
Net Earnings Per Share, Assuming Dilution	$	1.79	$	1.82	$	1.92

(a) See Note 20, Revision of Prior Period Financial Statements.

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 employee stock options, performance and restricted stock units.

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, which is included in Note 4, Stock Plans and Share-Based Compensation, 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 equity awards that were excluded from the diluted earnings per share calculation because their effect was antidilutive is in the table below.


	Years Ended
	2024	2023	2022
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)	3	3	3

Share Repurchase Programs

During fourth quarter 2023, the share repurchase program announced in July 2022 was completed and the Company began repurchasing shares under the $5 billion share repurchase program approved in October 2023. Total repurchase authority remaining was $2.6 billion as of December 31, 2024. The previous share repurchase program was announced in October 2020 and completed in July 2022.

NOTE 2. Earnings Per Share, continued

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.

Share Repurchase Activity

During 2024, 2023 and 2022, CSX repurchased the following shares:


	Years Ended
	2024		2023		2022
Shares Repurchased (Units in Millions)	65		112		151
Cost of Shares (Dollars in Millions)	$	2,204	$	3,482	$	4,731
Average Price Paid per Share	$	34.14	$	30.95	$	31.25

Excise Taxes Paid for Net Share Repurchases (Dollars in Millions) (a)	$	33	$	—	$	—

(a) Excise tax payments due and paid in 2024 were related to 2023 net share repurchase activity.

The Inflation Reduction Act of 2022 imposes a nondeductible 1% excise tax on the net value of most share repurchases made after December 31, 2022. Excise tax commensurate with net share repurchases is reflected in equity and a corresponding liability for excise taxes payable is included in other current liabilities on the consolidated balance sheet. The costs of shares repurchased shown in the table above exclude the impact of this excise tax.

Dividend Increase

On February 12, 2025, the Company's Board of Directors authorized an 8% increase in the quarterly cash dividend to $0.13 per common share effective March 2025.