Stockholders' Equity (Notes)

9 Months Ended

Sep. 30, 2013

Stockholders' Equity Attributable to Parent [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Changes to equity during the nine months ended September 30, 2013 are presented below (in millions):

	Tesoro Corporation Stockholders’ Equity			Noncontrolling  Interest			Total Equity
Balance at December 31, 2012	$	4,251		$	486		$	4,737
Net earnings	419			32			451
Other comprehensive income	73			—			73
Shares issued for equity-based compensation awards	69			—			69
Amortization of equity settled awards	26			2			28
Excess tax benefits from stock-based compensation arrangements, net	10			—			10
Purchases of common stock	(341		)	—			(341		)
Dividend payments	(88		)	—			(88		)
Net proceeds from issuance of Tesoro Logistics LP common units	(6		)	398			392
Distributions to noncontrolling interest	—			(43		)	(43		)
Other	2			—			2
Balance at September 30, 2013	$	4,415		$	875		$	5,290

We issued approximately 2.0 million and 1.9 million shares primarily for stock option exercises under our equity-based compensation plans during the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively. 

Share Repurchase Programs

Under a $500 million share repurchase program authorized by our Board of Directors (our “Board”) in 2012, management is permitted to purchase Tesoro common stock at its discretion in the open market. Under this program, we purchased approximately 5.8 million shares of our common stock for $300 million during the nine months ended September 30, 2013. On November 6, 2013, our Board authorized an increase in this share repurchase program to $1.0 billion.  The shares will continue to be purchased at management’s discretion in the open market.  The authorization has no time limit and may be suspended or discontinued at any time.  

In addition, we purchased over 0.6 million shares of our common stock for approximately $36 million during the nine months ended September 30, 2013 under the existing program designed to offset the dilutive effect of outstanding and future stock-based compensation awards.

Cash Dividends

On November 6, 2013, our Board declared a quarterly cash dividend on common stock of $0.25 per share, payable on December 13, 2013 to shareholders of record on November 29, 2013.

Our Revolving Credit Facility, senior notes and Term Loan Facility each limit our ability to make certain restricted payments (as defined in our debt agreements), which include dividends, purchases of our stock or voluntary prepayments of subordinate debt. The aggregate amount of restricted payments cannot exceed an amount defined in each of the debt agreements. The indentures for our senior notes also limit certain of our subsidiaries ability to make certain payments and distributions.