4 unchanged sentences
The amount and timing of dividends declared and paid by us, if any, are subject to the discretion of our Board of Directors and depends on business conditions, such as our results of operations and financial condition, strategic direction and other factors.
−Removed: Our Board of Directors have the discretion to change the annual dividend rate at any time for any reason.
+Added: Our Board of Directors have the discretion to change the dividend rate at any time for any reason.
Recent Sales of Unregistered Securities
The following table sets forth our repurchases of equity securities registered under Section 12 of the Exchange Act that have occurred during the three months ended December 31, 2022.
−Removed: Total number of shares purchased Average price paid
−Removed: per share (a) Total number of shares purchased as part of
−Removed: publicly announced plans or programs (b) Approximate dollar value of shares that may yet be purchased under plans or programs
+Added: Total number of shares purchased (a) Average price paid
+Added: per share (b) Total number of shares purchased as part of
+Added: publicly announced plans or programs (c) Approximate dollar value of shares that may yet be purchased under plans or programs (c)
October 1, 2022 – October 31, 2022 1,880,073 $ 41.48 1,880,073 $ 1,617,803,090
2 unchanged sentences
Total 2,850,568 2,838,400
−Removed: (a) Excludes any fees, commissions or other expenses associated with the share repurchases.
−Removed: (b) On December 13, 2021, we announced that our Board of Directors approved a share repurchase program to repurchase shares of our outstanding common stock for an aggregate purchase price up to $1 billion, excluding fees, commissions and expenses.
−Removed: Pursuant to the share repurchase authority, we may repurchase shares from time to time in open market or in privately negotiated transactions.
−Removed: The share repurchase authority does not obligate us to acquire any specific number of shares, was effective immediately and is valid through December 31, 2023.
+Added: (a) In December 2022, we withheld 12,168 shares to pay taxes upon vesting of restricted stock.
+Added: There were no shares withheld to pay taxes upon vesting of restricted stock in October and November 2022.
+Added: (b) Excludes any fees, commissions or other expenses associated with the share repurchases.
+Added: (c) On December 13, 2021, we announced that our Board of Directors approved a share repurchase program to repurchase shares of our outstanding common stock for an aggregate purchase price up to $1 billion, excluding fees, commissions and expenses.
+Added: On September 6, 2022, we announced that our Board of Directors approved a $1 billion increase to the share repurchase program announced on December 13, 2021, pursuant to which approval we are authorized to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses.
+Added: Repurchases under the share repurchase program may be made from time to time in amounts and at prices we deem appropriate and will be subject to a variety of factors, including the market price of our common stock, general market and economic conditions, applicable legal requirements and other considerations.
+Added: The share repurchase program expires December 31, 2023 but may be suspended, modified or discontinued at any time without prior notice.
As of December 31, 2022, we had purchased shares for an aggregate purchase price of $422.1 million, excluding fees, commissions and expenses, under this authorization since its inception.
−Removed: The total number of shares purchased and the approximate dollar value of shares that may yet be purchased under our repurchase authority reported reflect shares purchased in December 2021 (based on the trade date) that did not settle until January 2022.
+Added: The total number of shares purchased and the approximate dollar value of shares that may yet be purchased under our repurchase authority reported in this table reflect shares purchased in each month based on the trade date;
+Added: however, certain purchases may not have settled until the following month.
Stock Performance Graph
The following graph compares the most recent cumulative five-year total return provided to shareholders of our common stock relative to the cumulative five-year total returns of the S&P 500 Index, the S&P MidCap 400 Index and two customized peer groups, the 2021 Self-Constructed Peer Group and 2022 Self-Constructed Peer Group, whose company composition is discussed in footnotes (a) and (b), respectively, below.
−Removed: Our common stock was included in the S&P 500 Index until the Separation (defined and discussed in Note 9 to the Consolidated Financial Statements) and Distribution in 2018, following which our common stock was added to the S&P MidCap 400 Index.
−Removed: We have presented both indices for comparison in the following graph.
+Added: Our common stock was included in the S&P 500 Index until November 2018, at which time our common stock was added to the S&P MidCap 400 Index.
+Added: Our common stock was added back to the S&P 500 Index in October 2022.
+Added: Accordingly, we have presented both indices for comparison in the following graph.
An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, in the S&P 500 Index, the S&P MidCap 400 Index and in each of the peer groups on December 31, 2017 and its relative performance is tracked through December 31, 2022.
−Removed: Historical prices prior to the Separation and Distribution have been adjusted to reflect the value of the Separation and Distribution.
+Added: Historical prices prior to November 2018 have been adjusted to reflect the spin-off of our midstream business in 2018.
The stock price performance shown in the graph below is not necessarily indicative of future stock price performance.
8 unchanged sentences
2022 Self-Constructed Peer Group (b) 100.00 64.68 60.70 40.46 89.07 135.60
−Removed: (a) The 2020 Self-Constructed Peer Group includes the following eight companies:
−Removed: Antero Resources Corp., Chesapeake Energy Corp., CNX Resources Corp., Comstock Resources, Inc., Coterra Energy Inc.
−Removed: (formerly Cabot Oil & Gas Corp.), Gulfport Energy Corp., Range Resources Corp.
+Added: (a) The 2021 Self-Constructed Peer Group includes the following ten companies:
+Added: Antero Resources Corp., Apache Corp., CNX Resources Corp., Comstock Resources, Inc., Coterra Energy Inc., Devon Energy Corp., Murphy Oil Corp., Ovintiv Inc., Range Resources Corp.
and Southwestern Energy Co.
−Removed: The 2020 Self-Constructed Peer Group is comprised of the companies included in our 2020 performance peer group, as selected by the Management Development and Compensation Committee of the Board of Directors for purposes of evaluating our relative total shareholder return under the 2020 Incentive Performance Share Unit Program.
−Removed: (b) The 2021 Self-Constructed Peer Group includes the following eleven companies:
−Removed: Antero Resources Corp., Apache Corp., CNX Resources Corp., Comstock Resources, Inc., Continental Resources, Inc., Coterra Energy Inc., Devon Energy Corp., Murphy Oil Corp., Ovintiv Inc., Range Resources Corp.
+Added: The 2021 Self-Constructed Peer Group is comprised of the companies included in our 2021 performance peer group (with the exception of (i) Cimarex Energy Co., which was excluded for purposes of the stock performance graph because it was acquired by Cabot Oil & Gas Corp.
+Added: in October 2021 thereby forming Coterra Energy Inc, and (ii) Continental Resources, Inc., which was excluded for purposes of the stock performance graph because its stock ceased to be publicly traded beginning in November 2022), as selected by the Management Development and Compensation Committee of our Board of Directors for purposes of evaluating our relative total shareholder return under the 2021 Incentive Performance Share Unit Program.
+Added: (b) The 2022 Self-Constructed Peer Group includes the following fifteen companies:
+Added: Antero Resources Corp., Apache Corp., Chesapeake Energy Corp., CNX Resources Corp., Comstock Resources, Inc., Coterra Energy Inc., Devon Energy Corp., Diamondback Energy Corp., Marathon Oil Corp., Matador Resources Co., Murphy Oil Corp., Ovintiv Inc., PDC Energy Inc., Range Resources Corp.
and Southwestern Energy Co.
−Removed: The 2021 Self-Constructed Peer Group is comprised of the companies included in our 2021 performance peer group (with the exception of Cimarex Energy Co., which was excluded for purposes of the stock performance graph because it was acquired by Cabot Oil & Gas Corp.
−Removed: in October 2021 thereby forming Coterra Energy Inc.), as selected by the Management Development and Compensation Committee of the Board of Directors for purposes of evaluating our relative total shareholder return under the 2021 Incentive Performance Share Unit Program.
+Added: The 2022 Self-Constructed Peer Group is comprised of the companies included in our 2022 performance peer group (with the exception of Continental Resources, Inc., which was excluded for purposes of the stock performance graph because its stock ceased to be publicly traded beginning in November 2022), as selected by the Management Development and Compensation Committee of our Board of Directors for purposes of evaluating our relative total shareholder return under the 2022 Incentive Performance Share Unit Program.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.