HollyFrontier 2013 Annual Report Download - page 92

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84
We are subject to U.S. federal income tax, Oklahoma, New Mexico, Kansas, Utah, Arizona, Colorado and Iowa income tax and
to income tax of multiple other state jurisdictions. We have substantially concluded all U.S. federal, state and local income tax
matters for tax years through December 31, 2009. In late 2013, the Internal Revenue Service commenced an examination of our
U.S. federal tax returns for tax years ended December 31, 2010, 2011 and 2012. We anticipate that these audits will be completed
in 2014.
NOTE 15: Stockholders' Equity
Shares of our common stock outstanding and activity for the years ended December 31, 2013, 2012 and 2011 are presented below:
Years Ended December 31,
2013 2012 2011
(In thousands)
Common shares outstanding at January 1 203,551,496 209,332,646 106,529,376
Common shares issued in connection with merger with Frontier — — 103,270,002
Issuance of restricted stock, excluding restricted stock with
performance feature 292,855 691,207 512,880
Vesting of performance units 210,819 869,231 233,134
Vesting of restricted stock with performance feature 15,141 146,400 124,332
Forfeitures of restricted stock (15,794) (3,975) (3,730)
Purchase of treasury stock (1) (5,224,166)(7,484,013)(1,333,348)
Common shares outstanding at December 31 198,830,351 203,551,496 209,332,646
(1) Includes 235,922, 560,484 and 747,225 shares, respectively, withheld under the terms of stock-based compensation agreements to
provide funds for the payment of payroll and income taxes due at the vesting of share-based awards, as well as other stock repurchases
under separate authority from our Board of Directors.
We have a Board approved repurchase program that authorizes us to repurchase common stock in the open market or through
privately negotiated transactions. The timing and amount of stock repurchases will depend on market conditions, corporate,
regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. As of
December 31, 2013, we had remaining authorization to repurchase up to $311.6 million under this stock repurchase program.
In May 2012, we entered into a structured share repurchase arrangement with a financial institution under which we provided an
up-front cash payment of $100.0 million and, depending on market conditions, would either receive shares of our common stock
or cash at the expiration of the agreement. The agreement expired in September 2012 at which time we received our up-front
payment plus an additional $8.6 million in cash that was recorded as additional capital.
During the years ended December 31, 2013, 2012 and 2011, we withheld shares of our common stock from certain employees in
the amounts of $11.3 million, $22.4 million and $24.9 million, respectively. These withholdings were made under the terms of
restricted stock and performance share unit agreements upon vesting, at which time, we concurrently made cash payments to fund
payroll and income taxes on behalf of officers and employees who elected to have shares withheld from vested amounts to pay
such taxes.
Table of Contents HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued