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Earnings Per Share | 12 Months Ended
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Dec. 31, 2020
Earnings Per Share [Abstract] |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic earnings per share and earnings per share, assuming dilution:
| Fiscal Years
| 2020 |  | 2019 |  | 2018
Numerator (Dollars in Millions): |  |  |
Net Earnings | $ | 2,765 |  |  | $ | 3,331 |  |  | $ | 3,309 |
Dividend Equivalents on Restricted Stock | — |  |  | — |  |  | (1) |
Net Earnings, Attributable to Common Shareholders | $ | 2,765 |  |  | $ | 3,331 |  |  | $ | 3,308 |
Denominator (Units in Millions): |  |  |  |  |
Average Common Shares Outstanding | 766 |  |  | 796 |  |  | 857 |
Other Potentially Dilutive Common Shares | 2 |  |  | 2 |  |  | 4 |
Average Common Shares Outstanding, Assuming Dilution | 768 |  |  | 798 |  |  | 861 |
Net Earnings Per Share, Basic | $ | 3.61 |  |  | $ | 4.18 |  |  | $ | 3.86 |
Net Earnings Per Share, Assuming Dilution | $ | 3.60 |  |  | $ | 4.17 |  |  | $ | 3.84 |
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 performance units and employee stock options. 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.
| Fiscal Years
| 2020 |  | 2019 |  | 2018
Antidilutive stock options excluded from Diluted EPS (in millions) | 2 |  |  | 1 |  |  | — |
Share Repurchase Programs In January 2019, the Company announced a $5 billion share repurchase program ("January 2019 program"). At December 31, 2020, approximately $889 million of authority remained under this program. On October 21, 2020, the Company announced a new, incremental $5 billion share repurchase program (“October 2020 program”). Total repurchase authority remaining as of December 31, 2020, was $5.9 billion. Previously, share repurchases were completed under a share repurchase program originally announced in October 2017 for $1.5 billion, and later increased to $5 billion in February 2018, that was completed in January 2019 ("October 2017 program"). 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 2020, 2019, and 2018, CSX repurchased the following shares:
| Fiscal Years
| 2020 |  | 2019 |  | 2018
Shares Repurchased (Units in Millions) | 13 |  |  | 48 |  |  | 72 |
Cost of Shares (Dollars in Millions) | $ | 867 |  |  | $ | 3,373 |  |  | $ | 4,671 |
Average Price Paid per Share | $ | 68.70 |  |  | $ | 70.54 |  |  | $ | 64.64 |
On October 17, 2019, the Company repurchased 4.7 million shares for $319 million from MR Argent Advisor LLC, a CSX shareholder, on behalf of certain limited partners of its affiliated funds (“Mantle Ridge”) under the January 2019 share repurchase program. A member of CSX’s Board of Directors, Paul C. Hilal, founded and controls Mantle Ridge and each of its related entities. Shares purchased from Mantle Ridge are included in the table above. Accelerated Share Repurchases Shares repurchased under accelerated share repurchase agreements are included in the table above. In December 2020, the Company completed an accelerated share repurchase subject to an agreement to repurchase shares of the Company’s stock under the January 2019 program. Under this agreement, the Company paid a total of $100 million and received approximately 1.1 million shares. In August 2019, the Company entered into an accelerated share repurchase agreement under the January 2019 program. Under this accelerated share repurchase agreement, the Company made a prepayment of $250 million to a financial institution and settlement occurred in September 2019. At settlement, the Company received approximately 4 million shares, calculated based on the volume-weighted average price of the Company’s common stock over the term of the agreement, less a discount. During 2018, the Company completed four accelerated share repurchase agreements under the October 2017 program. Under these agreements, the Company paid $1.5 billion and received approximately 22 million total shares.

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