Earnings Per Share

3 Months Ended

Mar. 31, 2025

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


	First Quarters
	2025		2024 (a)
Numerator (Dollars in Millions):
Net Earnings	$	646	$	880



Denominator (Units in Millions):
Average Common Shares Outstanding	1,890		1,958
Other Potentially Dilutive Common Shares	2		4
Average Common Shares Outstanding, Assuming Dilution	1,892		1,962

Net Earnings Per Share, Basic	$	0.34	$	0.45
Net Earnings Per Share, Assuming Dilution	$	0.34	$	0.45

(a) See the 2024 annual report filed on Form 10-K for 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 units 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 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.


	First Quarters
	2025	2024
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)	4	3

NOTE 2. Earnings Per Share, continued

Share Repurchases

During fourth quarter 2023, the Company began repurchasing shares under the $5 billion share repurchase program approved in October 2023. Total repurchase authority remaining was $1.8 billion as of March 31, 2025.

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 first quarters 2025 and 2024, the Company engaged in the following repurchase activities:


	First Quarters
	2025		2024
Shares Repurchased (Millions)	24		7
Cost of Shares (Dollars in Millions)	$	751	$	247
Average Price Paid per Share	$	31.66	$	36.46

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 cost of shares repurchased shown in the table above excludes 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.