Accelerated share repurchase program initial shares received (in shares)

CSX CORPORATION  
PART IIItem 8. Financial Statements and Supplementary DataNOTE 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 2021, 2020, and 2019, CSX repurchased the following shares:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Fiscal Years |
|  | 2021 |  | 2020 |  | 2019 |
| Shares Repurchased (Units in Millions) | 90  |  |  | 38  |  |  | 144  |  |
| Cost of Shares (Dollars in Millions) | $ | 2,886  |  |  | $ | 867  |  |  | $ | 3,373  |  |
| Average Price Paid per Share | $ | 31.91  |  |  | $ | 22.90  |  |  | $ | 23.51  |  |

  
On October 17, 2019, the Company repurchased 14.1 million (split-adjusted) 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.   
Periodically, CSX enters into structured agreements for the repurchase of CSX shares. Upon execution of each agreement, the Company pays a fixed amount of cash in exchange for the right to receive either CSX stock or a predetermined amount of cash, including a premium. Shares acquired through these structured share repurchase agreements were recorded in common stock and retained earnings and are included in the share repurchases table above. Premiums received were not material. As a result of entering into and settling structured share repurchase agreements, the Company paid a net total of approximately $378 million and received approximately 12 million shares during the twelve months ended 2021. As of December 31, 2021, no such agreements were outstanding.  
Accelerated Share RepurchasesShares 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 3.3 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 11.5 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.   
Dividend IncreaseOn February 16, 2022, the Company's Board of Directors authorized a 7% increase in the quarterly cash dividend to $0.10 per common share effective March 2022. CSX 2021 Form 10-K p.61
