Earnings Per Share

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


	Years Ended
	2025		2024		2023
Numerator (Dollars in Millions):
Net Earnings	$	2,889	$	3,470	$	3,668



Denominator (Units in Millions):
Average Common Shares Outstanding	1,870		1,939		2,008
Other Potentially Dilutive Common Shares	3		4		5
Average Common Shares Outstanding, Assuming Dilution	1,873		1,943		2,013

Net Earnings Per Share, Basic	$	1.54	$	1.79	$	1.83
Net Earnings Per Share, Assuming Dilution	$	1.54	$	1.79	$	1.82

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 in-the-money outstanding stock options were exercised are included, net of shares CSX could repurchase using the proceeds from these hypothetical exercises. 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
	2025	2024	2023
Antidilutive Stock Options Excluded from Diluted EPS (Units in Millions)	5	3	3

NOTE 2. Earnings Per Share, continued

Share Repurchase Programs

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 $1.2 billion as of December 31, 2025. The previous share repurchase program was announced in July 2022 and completed in November 2023.

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 2025, 2024 and 2023, CSX repurchased the following shares:


	Years Ended
	2025		2024		2023
Shares Repurchased (Units in Millions)	44		65		112
Cost of Shares (Dollars in Millions)	$	1,376	$	2,204	$	3,482
Average Price Paid per Share	$	30.95	$	34.14	$	30.95

Excise Taxes Paid for Net Share Repurchases (Dollars in Millions) (a)	$	20	$	33	$	—

(a) Excise tax payments made in 2025 were related to share repurchases in 2024. Excise tax payments made in 2024 were related to share repurchases in 2023.

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.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

CSX CORP Earnings Per Share Disclosure

About Earnings Per Share Disclosures

Other Available Disclosures