Earnings Per Share

6 Months Ended

Jun. 30, 2025

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


	Second Quarters				Six Months
	2025		2024		2025		2024
Numerator (Dollars in Millions):
Net Earnings	$	829	$	963	$	1,475	$	1,843



Denominator (Units in Millions):
Average Common Shares Outstanding	1,867		1,944		1,878		1,951
Other Potentially Dilutive Common Shares	2		4		3		4
Average Common Shares Outstanding, Assuming Dilution	1,869		1,948		1,881		1,955

Net Earnings Per Share, Basic	$	0.44	$	0.50	$	0.79	$	0.94
Net Earnings Per Share, Assuming Dilution	$	0.44	$	0.49	$	0.78	$	0.94

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.


	Second Quarters		Six Months
	2025	2024	2025	2024
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)	5	3	5	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 $1.4 billion as of June 30, 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 second quarters and six months ended June 30, 2025, and June 30, 2024, the Company engaged in the following repurchase activities:


	Second Quarters				Six Months
	2025		2024		2025		2024
Shares Repurchased (Millions)	14		16		38		23
Cost of Shares (Dollars in Millions)	$	401	$	563	$	1,152	$	810
Average Price Paid per Share	$	28.28	$	34.51	$	30.39	$	35.08

Excise Taxes Paid for Net Share Repurchases (Dollars in Millions)	$	19.9	$	—	$	19.9	$	—

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. Excise tax payments in second quarter 2025 relate to share repurchases in 2024. Excise taxes for 2023 repurchases were paid in fourth quarter 2024.

Dividend Increase

In February 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.