HollyFrontier 2014 Annual Report Download - page 89

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Table of Contents HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
81
NOTE 14: Stockholders' Equity
Shares of our common stock outstanding and activity for the years ended December 31, 2014, 2013 and 2012 are presented below:
Years Ended December 31,
2014 2013 2012
Common shares outstanding at January 1 198,830,351 203,551,496 209,332,646
Issuance of restricted stock, excluding restricted stock with
performance feature 376,622 292,855 691,207
Vesting of performance units 416,111 210,819 869,231
Vesting of restricted stock with performance feature 77,430 15,141 146,400
Forfeitures of restricted stock (76,107)(15,794)(3,975)
Purchase of treasury stock (1) (3,538,317)(5,224,166)(7,484,013)
Common shares outstanding at December 31 196,086,090 198,830,351 203,551,496
(1) Includes 279,680, 235,922 and 560,484 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.
In September 2014, our Board of Directors approved a $500 million share repurchase program authorizing us to repurchase common
stock in the open market or through privately negotiated transactions. As of December 31, 2014, we had remaining authorization
to repurchase up to $444.4 million under this stock repurchase program.
In February 2015, our Board of Directors approved a $500 million share repurchase program, which replaced all existing share
repurchase programs including approximately $425.0 million remaining under the existing $500 million share repurchase program.
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 our Board of Directors. In addition, we are authorized by our
Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs.
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, 2014, 2013 and 2012, we withheld shares of our common stock from certain employees in
the amounts of $11.4 million, $11.3 million and $22.4 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.