Outstanding and Weighted Average Common Shares

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Outstanding and Weighted Average Common Shares

15.  Outstanding and Weighted Average Common Shares

The Net income (loss) and weighted average number of common shares used in basic and diluted earnings per share computation were as follows:

	2019			2018			2017
	(In millions except per share amounts)
Net Income (Loss) Attributable to Hess Corporation Common Stockholders:
Net income (loss)	$	(240	)	$	(115	)	$	(3,941	)
Less: Net income (loss) attributable to noncontrolling interests		168			167			133
Less: Preferred stock dividends		4			46			46
Net income (loss) attributable to Hess Corporation Common Stockholders	$	(412	)	$	(328	)	$	(4,120	)
Weighted Average Number of Common Shares Outstanding:
Basic		301.2			298.2			314.1
Effect of dilutive securities
Restricted common stock		—			—			—
Stock options		—			—			—
Performance share units		—			—			—
Mandatory convertible preferred stock		—			—			—
Diluted		301.2			298.2			314.1
Net Income (Loss) Attributable to Hess Corporation per Common Share:
Basic	$	(1.37	)	$	(1.10	)	$	(13.12	)
Diluted	$	(1.37	)	$	(1.10	)	$	(13.12	)
Antidilutive shares excluded from the computation of diluted shares:
Restricted common stock		2.2			2.9			3.3
Stock options		4.7			5.5			6.4
Performance share units		1.7			1.1			0.6
Common shares from conversion of preferred stock		—			12.7			12.8

The following table provides the changes in our outstanding common shares:

	2019		2018			2017
	(In millions)
Balance at January 1		291.4		315.1			316.5
Conversion of preferred stock		11.6		—			—
Activity related to restricted stock awards, net		0.9		0.8			0.8
Stock options exercised		0.7		0.6			0.2
PSU vested		0.3		0.1			0.2
Shares repurchased		—		(25.2	)		(2.6	)
Balance at December 31		304.9		291.4			315.1

Common and Preferred Stock Issuance:  

In February 2016, we issued 28,750,000 shares of common stock and depositary shares representing 575,000 shares of 8% Series A Mandatory Convertible Preferred Stock (Preferred Stock), par value $1 per share, with a liquidation preference of $1,000 per share, for total net proceeds of approximately $1.6 billion after deducting underwriting discounts, commissions, and offering expenses.  The dividends on the Preferred Stock were payable on a cumulative basis.  Unless converted earlier, each share of Preferred Stock would automatically convert into between 21.822 shares and 25.642 shares of our common stock based on the volume weighted average share price (“VWAP”) over a period of twenty-consecutive trading days ending January 28, 2019, subject to anti-dilution adjustments.

We also entered into capped call transactions on 12.55 million covered shares that were expected generally to reduce the potential dilution to our common stock upon conversion of the Preferred Stock if the VWAP for any individual day during the period of twenty consecutive trading days ending January 28, 2019 exceeded $45.83 per share, subject to anti-dilution adjustments.

On January 31, 2019, the Preferred Stock automatically converted into shares of common stock at a rate of 21.822 shares of common stock per share of Preferred Stock.  In total, the Preferred Stock was converted into approximately 12.5 million shares of common stock and the Company received approximately 0.9 million shares of common stock upon settlement of the capped call transactions.  As a result, the net number of common shares issued by the Company upon conversion of the Preferred Stock was approximately 11.6 million shares.

Common Stock Repurchase Plan:  

In 2018, we repurchased 25.2 million shares of our common stock (2017: 2.6 million shares) for $1,380 million (2017: $120 million), at an average cost per share of $54.85 (2017: $45.67).  At December 31, 2019, we are authorized, but not required, to purchase additional common stock up to a value of $650 million.

Common stock dividends:  

In 2019, 2018 and 2017, cash dividends declared on common stock totaled $1.00 per share ($0.25 per quarter).