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Net Income Per Share and Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Net Income Per Share and Stockholders' Equity Net Income Per Share and Shareholders' Equity
Net income per share. The components of basic and diluted net income per share attributable to common shareholders are as follows:
 
Year Ended December 31,
 202320222021
 (in millions, except per share data)
Net income attributable to common shareholders$4,894 $7,845 $2,118 
Participating share-based earnings (a)(9)(15)(5)
Basic net income attributable to common shareholders4,885 7,830 2,113 
Adjustment to after-tax interest expense to reflect the dilutive impact attributable to Convertible Notes
3 6 6 
Diluted net income attributable to common shareholders$4,888 $7,836 $2,119 
Basic weighted average shares outstanding234 240 233 
Contingently issuable share-based compensation1 — 1 
Convertible Notes (b)
7 12 12 
Diluted weighted average shares outstanding242 252 246 
Net income per share attributable to common shareholders:
Basic$20.89 $32.61 $9.06 
Diluted$20.21 $31.13 $8.61 
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(a)Unvested Equity Awards and Liability Awards represent participating securities because they participate in non-forfeitable dividends with the common equity owners of the Company. Participating share-based earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. Unvested Equity Awards and Liability Awards do not participate in undistributed net losses as they are not contractually obligated to do so. The dilutive effect of the reallocation of participating share-based earnings to diluted net income attributable to common shareholders was negligible.
(b)Diluted weighted average common shares outstanding includes the dilutive effect had the Company's Convertible Notes been converted as of the beginning of the years ended December 31, 2023, 2022 and 2021, respectively. If converted by the holder, the Company may settle in cash, Company's common shares or a combination thereof, at the Company's election. See Note 6 for additional information.
Shareholders' equity. The Company's return of capital strategies include payments of dividends and a share repurchase program. The Board, at its sole discretion, may change its dividend practices and/or the Company's share repurchase program based on the Company's outlook for commodity prices, liquidity, debt levels, capital resources, quarterly operating cash flows or other factors, including terms set forth in the Merger Agreement. Dividends declared by the Board and shares repurchased during the period are presented in the Company's consolidated statements of equity as dividends declared and purchases of treasury shares, respectively. Dividends paid and shares repurchased during the period are presented as cash used in financing activities in the Company's consolidated statements of cash flows. Dividends that are declared and have not been paid, if any, are included in other current liabilities in the consolidated balance sheets. Share repurchases are included as treasury shares in the consolidated balance sheets.
Dividends. Dividends declared by the Board are as follows:
BaseVariableTotalTotal
(per share)(per share)(per share)(in millions)
2023:
First quarter$1.10 $4.48 $5.58 $1,314 
Second quarter1.25 2.09 3.34 784 
Third quarter1.25 0.59 1.84 429 
Fourth quarter1.25 1.95 3.20 772 
$4.85 $9.11 $13.96 $3,299 
2022:
First quarter$0.78 $3.00 $3.78 $922 
Second quarter0.78 6.60 7.38 1,788 
Third quarter1.10 7.47 8.57 2,053 
Fourth quarter1.10 4.61 5.71 1,357 
$3.76 $21.68 $25.44 $6,120 
2021:
First quarter$0.56 $— $0.56 $122 
Second quarter0.56 — 0.56 138 
Third quarter0.56 1.51 2.07 508 
Fourth quarter0.62 3.02 3.64 890 
$2.30 $4.53 $6.83 $1,658 
The Company can provide no assurance that dividends will be authorized or declared in the future or as to the amount of any future dividends. The Merger Agreement provides certain restrictions on future base and variable dividend declarations, including an agreement that the Company will no longer pay a variable dividend after distributing 50 percent of the normal variable dividend attributable to fourth quarter 2023 results.
See Note 17 for additional information.
Share repurchase programs. In April 2023, the Board authorized a $4 billion common share repurchase program to replace the $4 billion common share repurchase program authorized in February 2022. As was the case with previous share repurchase programs, the Company may repurchase shares in accordance with applicable securities laws or pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Act of 1934, which would permit the Company to repurchase shares at times that may otherwise be prohibited under the Company's insider trading policy.
Expenditures to acquire shares under the share repurchase programs are as follows:
Year Ended December 31,
202320222021
(in millions)
Shares repurchased (a)$624 $1,649 $250 
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(a)During the year ended December 31, 2023, the Company repurchased 3.0 million shares under the share repurchase programs, as compared to 7.2 million and 1.4 million shares repurchased during the years ended December 31, 2022 and 2021, respectively. Expenditures for share repurchases during the year ended December 31, 2023 exclude the one percent excise tax due on all share repurchases after December 31, 2022.
With limited exceptions, the Merger Agreement precludes the Company from future repurchases or acquisition of the Company's common shares, including repurchases under the Company's share repurchase program.