ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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75-1056913
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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2828 N. Harwood, Suite 1300
Dallas, Texas
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75201-1507
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Item
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;
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•
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the demand for and supply of crude oil and refined products;
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•
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the spread between market prices for refined products and market prices for crude oil;
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•
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the possibility of constraints on the transportation of refined products;
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•
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the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines;
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•
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effects of governmental and environmental regulations and policies;
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•
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the availability and cost of our financing;
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•
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the effectiveness of our capital investments and marketing strategies;
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•
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our efficiency in carrying out construction projects;
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•
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our ability to acquire refined product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations;
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•
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the possibility of terrorist attacks and the consequences of any such attacks;
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•
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general economic conditions; and
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•
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other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.
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•
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owned and operated a petroleum refinery in El Dorado, Kansas, two refinery facilities located in Tulsa, Oklahoma, a refinery in Artesia, New Mexico that is operated in conjunction with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming and a refinery in Woods Cross, Utah (the “Woods Cross Refinery”);
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•
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owned and operated NK Asphalt Partners (“NK Asphalt”) which operates various asphalt terminals in Arizona and New Mexico;
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•
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owned Ethanol Management Company (“EMC”), a products terminal and blending facility near Denver, Colorado, and a
50%
interest in Sabine Biofuels II, LLC (“Sabine Biofuels”), a biodiesel production facility located in Port Arthur, Texas; and
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•
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owned a
44%
interest in HEP, a consolidated VIE, which includes our
2%
general partner interest. HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Alon USA, Inc.'s (“Alon”) refinery in Big Spring, Texas. Additionally, HEP owns a
75%
interest in UNEV Pipeline, L.L.C. (“UNEV”), which owns a 12-inch refined products pipeline from Salt Lake City, Utah to Las Vegas, Nevada, together with terminal facilities in the Cedar City, Utah and North Las Vegas areas (the “UNEV Pipeline”) and a
25%
interest in SLC Pipeline LLC (the “SLC Pipeline”), a 95-mile intrastate pipeline system that serves refineries in the Salt Lake City area.
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Years Ended December 31,
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|||||||
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2012
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2011
(10)
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2010
|
|||
Consolidated
|
|
|
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|
|
|||
Crude charge (BPD)
(1)
|
|
415,210
|
|
|
315,000
|
|
|
221,440
|
|
Refinery throughput (BPD)
(2)
|
|
453,740
|
|
|
340,200
|
|
|
234,910
|
|
Refinery production (BPD)
(3)
|
|
442,730
|
|
|
331,890
|
|
|
225,980
|
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Sales of produced refined products (BPD)
|
|
431,060
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332,720
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|
228,140
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Sales of refined products (BPD)
(4)
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443,620
|
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|
340,630
|
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|
232,100
|
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Refinery utilization
(5)
|
|
93.7
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%
|
|
89.9
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%
|
|
86.5
|
%
|
|
|
Years Ended December 31,
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||||||||||
|
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2012
|
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2011
(10)
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2010
|
||||||
Consolidated
|
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|
||||||
Average per produced barrel
(6)
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||||||
Net sales
|
|
$
|
119.48
|
|
|
$
|
118.82
|
|
|
$
|
91.06
|
|
Cost of products
(7)
|
|
94.59
|
|
|
98.18
|
|
|
82.27
|
|
|||
Refinery gross margin
|
|
24.89
|
|
|
20.64
|
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8.79
|
|
|||
Refinery operating expenses
(8)
|
|
5.49
|
|
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5.36
|
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5.08
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|||
Net operating margin
|
|
$
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19.40
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$
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15.28
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$
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3.71
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||||||
Refinery operating expenses per throughput barrel
(9)
|
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$
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5.22
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$
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5.24
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$
|
4.94
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||||||
Feedstocks:
|
|
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|
|
|
|
||||||
Sweet crude oil
|
|
51
|
%
|
|
56
|
%
|
|
53
|
%
|
|||
Sour crude oil
|
|
22
|
%
|
|
23
|
%
|
|
35
|
%
|
|||
Heavy sour crude oil
|
|
17
|
%
|
|
12
|
%
|
|
4
|
%
|
|||
Black wax crude oil
|
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
|||
Other feedstocks and blends
|
|
8
|
%
|
|
7
|
%
|
|
5
|
%
|
|||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
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Crude charge represents the barrels per day of crude oil processed at our refineries.
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(2)
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Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.
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(3)
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Refinery production represents the barrels per day of refined products yielded from processing crude and other refinery feedstocks through the crude units and other conversion units at our refineries.
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(4)
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Includes refined products purchased for resale.
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(5)
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Represents crude charge divided by total crude capacity (BPSD). Effective July 1, 2011, our consolidated crude capacity increased from 256,000 BPSD to 443,000 BPSD as a result of our merger with Frontier.
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(6)
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Represents average per barrel amount for produced refined products sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7A of Part II of this Form 10-K.
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(7)
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Transportation, terminal and refinery storage costs billed from HEP are included in cost of products.
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(8)
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Represents operating expenses of our refineries, exclusive of depreciation and amortization.
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(9)
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Represents refinery operating expenses, exclusive of depreciation and amortization, divided by refinery throughput.
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(10)
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Refining operating data for the year ended December 31, 2011 include crude oil processed and products yielded from the El Dorado and Cheyenne Refineries for the period from July 1, 2011 through December 31, 2011 only, and averaged over the 365 days in the year ended December 31, 2011.
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Years Ended December 31,
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|||||||
|
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2012
|
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2011
|
|
2010
|
|||
Consolidated
|
|
|
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|
|
|
|||
Sales of produced refined products:
|
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|
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|
|||
Gasolines
|
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50
|
%
|
|
48
|
%
|
|
49
|
%
|
Diesel fuels
|
|
31
|
%
|
|
32
|
%
|
|
31
|
%
|
Jet fuels
|
|
6
|
%
|
|
5
|
%
|
|
5
|
%
|
Fuel oil
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Asphalt
|
|
3
|
%
|
|
4
|
%
|
|
3
|
%
|
Lubricants
|
|
3
|
%
|
|
3
|
%
|
|
5
|
%
|
Gas oil / intermediates
|
|
—
|
%
|
|
2
|
%
|
|
2
|
%
|
LPG and other
|
|
5
|
%
|
|
4
|
%
|
|
3
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
(10)
|
|
2010
|
||||||
Mid-Continent Region (El Dorado and Tulsa Refineries)
|
|
|
|
|
|
|
||||||
Crude charge (BPD)
(1)
|
|
248,360
|
|
|
183,070
|
|
|
111,670
|
|
|||
Refinery throughput (BPD)
(2)
|
|
269,760
|
|
|
194,310
|
|
|
113,100
|
|
|||
Refinery production (BPD)
(3)
|
|
263,310
|
|
|
188,760
|
|
|
106,910
|
|
|||
Sales of produced refined products (BPD)
|
|
254,350
|
|
|
188,020
|
|
|
107,780
|
|
|||
Sales of refined products (BPD)
(4)
|
|
258,020
|
|
|
190,340
|
|
|
108,330
|
|
|||
Refinery utilization
(5)
|
|
95.5
|
%
|
|
94.8
|
%
|
|
89.3
|
%
|
|||
|
|
|
|
|
|
|
||||||
Average per produced barrel
(6)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
119.19
|
|
|
$
|
119.51
|
|
|
$
|
90.84
|
|
Cost of products
(7)
|
|
95.77
|
|
|
99.92
|
|
|
83.29
|
|
|||
Refinery gross margin
|
|
23.42
|
|
|
19.59
|
|
|
7.55
|
|
|||
Refinery operating expenses
(8)
|
|
4.83
|
|
|
5.04
|
|
|
4.94
|
|
|||
Net operating margin
|
|
$
|
18.59
|
|
|
$
|
14.55
|
|
|
$
|
2.61
|
|
|
|
|
|
|
|
|
||||||
Refinery operating expenses per throughput barrel
(9)
|
|
$
|
4.55
|
|
|
$
|
4.88
|
|
|
$
|
4.71
|
|
|
|
|
|
|
|
|
||||||
Feedstocks:
|
|
|
|
|
|
|
||||||
Sweet crude oil
|
|
70
|
%
|
|
82
|
%
|
|
92
|
%
|
|||
Sour crude oil
|
|
8
|
%
|
|
4
|
%
|
|
5
|
%
|
|||
Heavy sour crude oil
|
|
14
|
%
|
|
8
|
%
|
|
3
|
%
|
|||
Other feedstocks and blends
|
|
8
|
%
|
|
6
|
%
|
|
—
|
%
|
|||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Mid-Continent Region (El Dorado and Tulsa Refineries)
|
|
|
|
|
|
|
|||
Sales of produced refined products:
|
|
|
|
|
|
|
|||
Gasolines
|
|
48
|
%
|
|
44
|
%
|
|
38
|
%
|
Diesel fuels
|
|
29
|
%
|
|
32
|
%
|
|
31
|
%
|
Jet fuels
|
|
9
|
%
|
|
7
|
%
|
|
8
|
%
|
Fuel oil
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Asphalt
|
|
2
|
%
|
|
4
|
%
|
|
5
|
%
|
Lubricants
|
|
5
|
%
|
|
6
|
%
|
|
11
|
%
|
Gas oil / intermediates
|
|
—
|
%
|
|
3
|
%
|
|
4
|
%
|
LPG and other
|
|
6
|
%
|
|
4
|
%
|
|
3
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
(10)
|
|
2010
|
||||||
Southwest Region (Navajo Refinery)
|
|
|
|
|
|
|
||||||
Crude charge (BPD)
(1)
|
|
93,830
|
|
|
83,700
|
|
|
83,900
|
|
|||
Refinery throughput (BPD)
(2)
|
|
103,120
|
|
|
93,260
|
|
|
94,270
|
|
|||
Refinery production (BPD)
(3)
|
|
100,810
|
|
|
91,810
|
|
|
92,050
|
|
|||
Sales of produced refined products (BPD)
|
|
99,160
|
|
|
93,950
|
|
|
92,550
|
|
|||
Sales of refined products (BPD)
(4)
|
|
104,620
|
|
|
98,540
|
|
|
95,790
|
|
|||
Refinery utilization
(5)
|
|
93.8
|
%
|
|
83.7
|
%
|
|
83.9
|
%
|
|||
|
|
|
|
|
|
|
||||||
Average per produced barrel
(6)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
122.62
|
|
|
$
|
118.76
|
|
|
$
|
90.37
|
|
Cost of products
(7)
|
|
95.70
|
|
|
98.40
|
|
|
83.12
|
|
|||
Refinery gross margin
|
|
26.92
|
|
|
20.36
|
|
|
7.25
|
|
|||
Refinery operating expenses
(8)
|
|
6.07
|
|
|
5.44
|
|
|
4.95
|
|
|||
Net operating margin
|
|
$
|
20.85
|
|
|
$
|
14.92
|
|
|
$
|
2.30
|
|
|
|
|
|
|
|
|
||||||
Refinery operating expenses per throughput barrel
(9)
|
|
$
|
5.84
|
|
|
$
|
5.48
|
|
|
$
|
4.86
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
(10)
|
|
2010
|
|||
Southwest Region (Navajo Refinery)
|
|
|
|
|
|
|
|||
Feedstocks:
|
|
|
|
|
|
|
|||
Sweet crude oil
|
|
2
|
%
|
|
3
|
%
|
|
5
|
%
|
Sour crude oil
|
|
77
|
%
|
|
75
|
%
|
|
81
|
%
|
Heavy sour crude oil
|
|
12
|
%
|
|
11
|
%
|
|
4
|
%
|
Other feedstocks and blends
|
|
9
|
%
|
|
11
|
%
|
|
10
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Southwest Region (Navajo Refinery)
|
|
|
|
|
|
|
|||
Sales of produced refined products:
|
|
|
|
|
|
|
|||
Gasolines
|
|
51
|
%
|
|
52
|
%
|
|
57
|
%
|
Diesel fuels
|
|
38
|
%
|
|
34
|
%
|
|
32
|
%
|
Jet fuels
|
|
—
|
%
|
|
1
|
%
|
|
3
|
%
|
Fuel oil
|
|
6
|
%
|
|
6
|
%
|
|
4
|
%
|
Asphalt
|
|
2
|
%
|
|
4
|
%
|
|
2
|
%
|
LPG and other
|
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
(10)
|
|
2010
|
||||||
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
|
|
|
|
|
|
|
||||||
Crude charge (BPD)
(1)
|
|
73,020
|
|
|
48,230
|
|
|
25,870
|
|
|||
Refinery throughput (BPD)
(2)
|
|
80,860
|
|
|
52,630
|
|
|
27,540
|
|
|||
Refinery production (BPD)
(3)
|
|
78,610
|
|
|
51,320
|
|
|
27,020
|
|
|||
Sales of produced refined products (BPD)
|
|
77,550
|
|
|
50,750
|
|
|
27,810
|
|
|||
Sales of refined products (BPD)
(4)
|
|
80,980
|
|
|
51,750
|
|
|
27,980
|
|
|||
Refinery utilization
(5)
|
|
88.0
|
%
|
|
84.3
|
%
|
|
83.5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Average per produced barrel
(6)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
116.44
|
|
|
$
|
116.37
|
|
|
$
|
94.26
|
|
Cost of products
(7)
|
|
89.29
|
|
|
91.33
|
|
|
75.54
|
|
|||
Refinery gross margin
|
|
27.15
|
|
|
25.04
|
|
|
18.72
|
|
|||
Refinery operating expenses
(8)
|
|
6.91
|
|
|
6.41
|
|
|
6.09
|
|
|||
Net operating margin
|
|
$
|
20.24
|
|
|
$
|
18.63
|
|
|
$
|
12.63
|
|
|
|
|
|
|
|
|
||||||
Refinery operating expenses per throughput barrel
(9)
|
|
$
|
6.63
|
|
|
$
|
6.18
|
|
|
$
|
6.15
|
|
|
|
|
|
|
|
|
||||||
Feedstocks:
|
|
|
|
|
|
|
||||||
Sweet crude oil
|
|
47
|
%
|
|
52
|
%
|
|
59
|
%
|
|||
Sour crude oil
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|||
Heavy sour crude oil
|
|
31
|
%
|
|
24
|
%
|
|
6
|
%
|
|||
Black wax crude oil
|
|
11
|
%
|
|
15
|
%
|
|
30
|
%
|
|||
Other feedstocks and blends
|
|
10
|
%
|
|
8
|
%
|
|
5
|
%
|
|||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
|
|
|
|
|
|
|
|||
Sales of produced refined products:
|
|
|
|
|
|
|
|||
Gasolines
|
|
55
|
%
|
|
56
|
%
|
|
63
|
%
|
Diesel fuels
|
|
32
|
%
|
|
31
|
%
|
|
30
|
%
|
Jet fuels
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Fuel oil
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
Asphalt
|
|
5
|
%
|
|
6
|
%
|
|
3
|
%
|
LPG and other
|
|
6
|
%
|
|
5
|
%
|
|
2
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
approximately 810 miles of refined product pipelines, including 340 miles of leased pipelines, that transport gasoline, diesel and jet fuel principally from our Navajo Refinery in New Mexico to our customers in the metropolitan and rural areas of Texas, New Mexico, Arizona, Colorado, Utah and northern Mexico;
|
•
|
approximately 510 miles of refined product pipelines that transport refined products from Alon's Big Spring refinery in Texas to its customers in Texas and Oklahoma;
|
•
|
three 65-mile pipelines that transport intermediate feedstocks and crude oil from our Navajo Refinery crude oil distillation and vacuum facilities in Lovington, New Mexico to our petroleum refinery facilities in Artesia, New Mexico;
|
•
|
approximately 960 miles of crude oil trunk, gathering and connection pipelines located in west Texas, New Mexico and Oklahoma that deliver crude oil to our Navajo Refinery;
|
•
|
approximately 10 miles of refined product pipelines that support our Woods Cross Refinery located near Salt Lake City, Utah;
|
•
|
gasoline and diesel connecting pipelines that support our Tulsa East facility;
|
•
|
five intermediate product and gas pipelines between the Tulsa East and Tulsa West facilities; and
|
•
|
crude receiving assets located at our Cheyenne Refinery.
|
•
|
four refined product terminals located in El Paso, Texas; Moriarty and Bloomfield, New Mexico; and Tucson, Arizona, with an aggregate capacity of approximately 1,300,000 barrels, that are integrated with HEP's refined product pipeline system that serves our Navajo Refinery;
|
•
|
three refined product terminals (two of which are 50% owned) located in Burley and Boise, Idaho and Spokane, Washington, with an aggregate capacity of approximately 500,000 barrels, that serve third-party common carrier pipelines;
|
•
|
one refined product terminal near Mountain Home, Idaho, with a capacity of 120,000 barrels, that serves a nearby United States Air Force Base;
|
•
|
two refined product terminals, located in Wichita Falls and Abilene, Texas, and one tank farm in Orla, Texas with aggregate capacity of approximately 500,000 barrels, that are integrated with HEP's refined product pipelines that serve Alon's Big Spring, Texas refinery;
|
•
|
a refined product loading rack facility at each of our El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries, heavy product / asphalt loading rack facilities at our Tulsa East facility, Navajo Refinery Lovington facility and Cheyenne Refinery, LPG loading rack facilities at our El Dorado Refinery, Tulsa West facility and Cheyenne Refinery, lube oil loading racks at our Tulsa West facility and crude oil Leased Automatic Custody Transfer (“LACT”) units located at our Cheyenne Refinery;
|
•
|
a leased jet fuel terminal in Roswell, New Mexico;
|
•
|
on-site crude oil tankage at our Tulsa, Navajo, Cheyenne and Woods Cross Refineries having an aggregate storage capacity of approximately 1,100,000 barrels; and
|
•
|
on-site crude oil, refined and intermediate product tankage at our El Dorado, Tulsa and Cheyenne Refineries having an aggregate storage capacity of approximately 8,200,000 barrels.
|
Item 1A.
|
Risk Factors
|
•
|
denial or delay in issuing requisite regulatory approvals and/or permits;
|
•
|
compliance with or liability under environmental regulations;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of modular components and/or construction materials;
|
•
|
severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, spills) affecting our facilities, or those of vendors and suppliers;
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
|
•
|
market-related increases in a project's debt or equity financing costs; and/or
|
•
|
nonperformance or force majeure by, or disputes with, vendors, suppliers, contractors, or sub-contractors involved with a project.
|
•
|
diversion of management time and attention from our existing business;
|
•
|
challenges in managing the increased scope, geographic diversity and complexity of operations and inefficiencies that may result therefrom;
|
•
|
difficulties in integrating the financial, technological and management standards, processes, procedures and controls of an acquired business with those of our existing operations;
|
•
|
liability for known or unknown environmental conditions or other contingent liabilities not covered by indemnification or insurance;
|
•
|
greater than anticipated expenditures required for compliance with environmental or other regulatory standards or for investments to improve operating results;
|
•
|
difficulties or delays in achieving anticipated operational improvements or benefits;
|
•
|
incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired assets; and
|
•
|
issuance of additional equity, which could result in further dilution of the ownership interest of existing stockholders.
|
•
|
its reliance on its significant customers, including us;
|
•
|
competition from other pipelines;
|
•
|
environmental regulations affecting pipeline operations;
|
•
|
operational hazards and risks;
|
•
|
pipeline tariff regulations affecting the rates HEP can charge;
|
•
|
limitations on additional borrowings and other restrictions due to HEP's debt covenants; and
|
•
|
other financial, operational and legal risks.
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Years Ended December 31,
|
|
High
|
|
Low
|
|
Dividends
|
|
Trading Volume
|
|||||||
2012
|
|
|
|
|
|
|
|
|
|||||||
Fourth quarter
|
|
$
|
47.39
|
|
|
$
|
36.22
|
|
|
$
|
0.700
|
|
|
161,950,900
|
|
Third quarter
|
|
$
|
42.33
|
|
|
$
|
33.92
|
|
|
$
|
1.150
|
|
|
171,023,300
|
|
Second quarter
|
|
$
|
36.10
|
|
|
$
|
28.05
|
|
|
$
|
0.650
|
|
|
232,551,400
|
|
First quarter
|
|
$
|
36.45
|
|
|
$
|
23.96
|
|
|
$
|
0.600
|
|
|
230,380,300
|
|
|
|
|
|
|
|
|
|
|
|||||||
2011
|
|
|
|
|
|
|
|
|
|||||||
Fourth quarter
|
|
$
|
35.00
|
|
|
$
|
21.13
|
|
|
$
|
0.600
|
|
|
243,985,000
|
|
Third quarter
|
|
$
|
38.90
|
|
|
$
|
24.25
|
|
|
$
|
0.588
|
|
|
261,573,400
|
|
Second quarter
|
|
$
|
34.94
|
|
|
$
|
25.30
|
|
|
$
|
0.075
|
|
|
212,391,800
|
|
First quarter
|
|
$
|
31.61
|
|
|
$
|
19.92
|
|
|
$
|
0.075
|
|
|
149,825,800
|
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In thousands, except per share date)
|
||||||||||||||||||
FINANCIAL DATA
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
For the period
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other revenues
|
$
|
20,090,724
|
|
|
$
|
15,439,528
|
|
|
$
|
8,322,929
|
|
|
$
|
4,834,268
|
|
|
$
|
5,860,357
|
|
Income from continuing operations before income taxes
|
2,787,995
|
|
|
1,641,695
|
|
|
192,363
|
|
|
43,803
|
|
|
187,746
|
|
|||||
Income tax provision
|
1,027,962
|
|
|
581,991
|
|
|
59,312
|
|
|
7,460
|
|
|
64,028
|
|
|||||
Income from continuing operations
|
1,760,033
|
|
|
1,059,704
|
|
|
133,051
|
|
|
36,343
|
|
|
123,718
|
|
|||||
Income from discontinued operations, net of taxes
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
16,926
|
|
|
2,918
|
|
|||||
Net income
|
1,760,033
|
|
|
1,059,704
|
|
|
133,051
|
|
|
53,269
|
|
|
126,636
|
|
|||||
Less net income attributable to noncontrolling interest
|
32,861
|
|
|
36,307
|
|
|
29,087
|
|
|
33,736
|
|
|
6,078
|
|
|||||
Net income attributable to HollyFrontier stockholders
|
$
|
1,727,172
|
|
|
$
|
1,023,397
|
|
|
$
|
103,964
|
|
|
$
|
19,533
|
|
|
$
|
120,558
|
|
Earnings per share attributable to HollyFrontier stockholders - basic
|
$
|
8.41
|
|
|
$
|
6.46
|
|
|
$
|
0.98
|
|
|
$
|
0.20
|
|
|
$
|
1.20
|
|
Earnings per share attributable to HollyFrontier stockholders - diluted
|
$
|
8.38
|
|
|
$
|
6.42
|
|
|
$
|
0.97
|
|
|
$
|
0.20
|
|
|
$
|
1.19
|
|
Cash dividends declared per common share
|
$
|
3.10
|
|
|
$
|
1.34
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
205,289
|
|
|
158,486
|
|
|
106,436
|
|
|
100,836
|
|
|
100,404
|
|
|||||
Diluted
|
206,184
|
|
|
159,294
|
|
|
107,218
|
|
|
101,206
|
|
|
101,098
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
1,662,687
|
|
|
$
|
1,338,391
|
|
|
$
|
283,255
|
|
|
$
|
211,545
|
|
|
$
|
155,490
|
|
Net cash provided by (used for) investing activities
|
$
|
(711,104
|
)
|
|
$
|
228,494
|
|
|
$
|
(213,232
|
)
|
|
$
|
(534,603
|
)
|
|
$
|
(57,777
|
)
|
Net cash provided by (used for) financing activities
|
$
|
(772,788
|
)
|
|
$
|
(217,082
|
)
|
|
$
|
34,482
|
|
|
$
|
406,849
|
|
|
$
|
(151,277
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At end of period
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and investments in marketable securities
|
$
|
2,393,401
|
|
|
$
|
1,840,610
|
|
|
$
|
230,444
|
|
|
$
|
125,819
|
|
|
$
|
94,447
|
|
Working capital
|
$
|
2,815,821
|
|
|
$
|
2,030,063
|
|
|
$
|
313,580
|
|
|
$
|
257,899
|
|
|
$
|
68,465
|
|
Total assets
(3)
|
$
|
10,328,997
|
|
|
$
|
9,576,243
|
|
|
$
|
3,049,951
|
|
|
$
|
2,766,318
|
|
|
$
|
1,728,293
|
|
Total debt
(4)
|
$
|
1,336,238
|
|
|
$
|
1,214,742
|
|
|
$
|
810,561
|
|
|
$
|
707,458
|
|
|
$
|
370,914
|
|
Total equity
|
$
|
6,642,658
|
|
|
$
|
5,835,900
|
|
|
$
|
1,288,139
|
|
|
$
|
1,207,781
|
|
|
$
|
936,332
|
|
(1)
|
We merged with Frontier on July 1, 2011. Our consolidated financial and operating results reflect the operations of the merged Frontier businesses beginning July 1, 2011. See “Company Overview” under Items 1 and 2, “Business and Properties” for information on our merger.
|
(2)
|
On December 1, 2009, HEP sold its 70% interest in Rio Grande. Results of operations of Rio Grande are presented in discontinued operations.
|
(3)
|
Prior period total assets have been recast to reflect a net amount due under contractual netting agreements. See Note 2
“Change in Accounting Principle” in the Notes to Consolidated Financial Statements.
|
(4)
|
Includes total HEP debt of
$864.7 million
, $525.9 million, $482.3 million, $379.2 million and $370.9 million, respectively, which is non-recourse to HollyFrontier.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
(1)
|
|
2010
|
||||||
|
|
(In thousands, except per share data)
|
||||||||||
Sales and other revenues
|
|
$
|
20,090,724
|
|
|
$
|
15,439,528
|
|
|
$
|
8,322,929
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of products sold (exclusive of depreciation and amortization)
|
|
15,840,643
|
|
|
12,680,078
|
|
|
7,367,149
|
|
|||
Operating expenses (exclusive of depreciation and amortization)
|
|
994,966
|
|
|
748,081
|
|
|
504,414
|
|
|||
General and administrative expenses (exclusive of depreciation and amortization)
|
|
128,101
|
|
|
120,114
|
|
|
70,839
|
|
|||
Depreciation and amortization
|
|
242,868
|
|
|
159,707
|
|
|
117,529
|
|
|||
Total operating costs and expenses
|
|
17,206,578
|
|
|
13,707,980
|
|
|
8,059,931
|
|
|||
Income from operations
|
|
2,884,146
|
|
|
1,731,548
|
|
|
262,998
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Earnings of equity method investments
|
|
2,923
|
|
|
2,300
|
|
|
2,393
|
|
|||
Interest income
|
|
4,786
|
|
|
1,284
|
|
|
1,168
|
|
|||
Interest expense
|
|
(104,186
|
)
|
|
(78,323
|
)
|
|
(74,196
|
)
|
|||
Gain on sale of marketable securities
|
|
326
|
|
|
—
|
|
|
—
|
|
|||
Merger transaction costs
|
|
—
|
|
|
(15,114
|
)
|
|
—
|
|
|||
|
|
(96,151
|
)
|
|
(89,853
|
)
|
|
(70,635
|
)
|
|||
Income before income taxes
|
|
2,787,995
|
|
|
1,641,695
|
|
|
192,363
|
|
|||
Income tax provision
|
|
1,027,962
|
|
|
581,991
|
|
|
59,312
|
|
|||
Net income
|
|
1,760,033
|
|
|
1,059,704
|
|
|
133,051
|
|
|||
Less net income attributable to noncontrolling interest
|
|
32,861
|
|
|
36,307
|
|
|
29,087
|
|
|||
Net income attributable to HollyFrontier stockholders
|
|
$
|
1,727,172
|
|
|
$
|
1,023,397
|
|
|
$
|
103,964
|
|
Earnings per share attributable to HollyFrontier stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
8.41
|
|
|
$
|
6.46
|
|
|
$
|
0.98
|
|
Diluted
|
|
$
|
8.38
|
|
|
$
|
6.42
|
|
|
$
|
0.97
|
|
Cash dividends declared per common share
|
|
$
|
3.10
|
|
|
$
|
1.34
|
|
|
$
|
0.30
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
205,289
|
|
|
158,486
|
|
|
106,436
|
|
|||
Diluted
|
|
206,184
|
|
|
159,294
|
|
|
107,218
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(In thousands)
|
||||||
Sales and other revenues
|
|
$
|
19,418,709
|
|
|
$
|
14,207,835
|
|
Net income attributable to HollyFrontier stockholders
|
|
$
|
1,335,257
|
|
|
$
|
179,979
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,662,687
|
|
|
$
|
1,338,391
|
|
|
$
|
283,255
|
|
Net cash provided by (used for) investing activities
|
|
$
|
(711,104
|
)
|
|
$
|
228,494
|
|
|
$
|
(213,232
|
)
|
Net cash provided by (used for) financing activities
|
|
$
|
(772,788
|
)
|
|
$
|
(217,082
|
)
|
|
$
|
34,482
|
|
Capital expenditures
|
|
$
|
335,263
|
|
|
$
|
374,241
|
|
|
$
|
213,232
|
|
EBITDA
(1)
|
|
$
|
3,097,402
|
|
|
$
|
1,842,134
|
|
|
$
|
353,833
|
|
(1)
|
Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as net income plus (i) interest expense, net of interest income, (ii) income tax provision, and (iii) depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7A of Part II of this Form 10-K.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
(10)
|
|
2010
|
||||||
Consolidated
|
|
|
|
|
|
|
||||||
Crude charge (BPD)
(1)
|
|
415,210
|
|
|
315,000
|
|
|
221,440
|
|
|||
Refinery throughput (BPD)
(2)
|
|
453,740
|
|
|
340,200
|
|
|
234,910
|
|
|||
Refinery production (BPD)
(3)
|
|
442,730
|
|
|
331,890
|
|
|
225,980
|
|
|||
Sales of produced refined products (BPD)
|
|
431,060
|
|
|
332,720
|
|
|
228,140
|
|
|||
Sales of refined products (BPD)
(4)
|
|
443,620
|
|
|
340,630
|
|
|
232,100
|
|
|||
Refinery utilization
(5)
|
|
93.7
|
%
|
|
89.9
|
%
|
|
86.5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Average per produced barrel
(6)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
119.48
|
|
|
$
|
118.82
|
|
|
$
|
91.06
|
|
Cost of products
(7)
|
|
94.59
|
|
|
98.18
|
|
|
82.27
|
|
|||
Refinery gross margin
|
|
24.89
|
|
|
20.64
|
|
|
8.79
|
|
|||
Refinery operating expenses
(8)
|
|
5.49
|
|
|
5.36
|
|
|
5.08
|
|
|||
Net operating margin
|
|
$
|
19.40
|
|
|
$
|
15.28
|
|
|
$
|
3.71
|
|
|
|
|
|
|
|
|
||||||
Refinery operating expenses per throughput barrel
(9)
|
|
$
|
5.22
|
|
|
$
|
5.24
|
|
|
$
|
4.94
|
|
(1)
|
Crude charge represents the barrels per day of crude oil processed at our refineries.
|
(2)
|
Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.
|
(3)
|
Refinery production represents the barrels per day of refined products yielded from processing crude and other refinery feedstocks through the crude units and other conversion units at our refineries.
|
(4)
|
Includes refined products purchased for resale.
|
(5)
|
Represents crude charge divided by total crude capacity (BPSD). Effective July 1, 2011, our consolidated crude capacity increased from 256,000 BPSD to 443,000 BPSD as a result of our merger with Frontier.
|
(6)
|
Represents average per barrel amount for produced refined products sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 7A of Part II of this Form 10-K.
|
(7)
|
Transportation, terminal and refinery storage costs billed from HEP are included in cost of products.
|
(8)
|
Represents operating expenses of our refineries, exclusive of depreciation and amortization.
|
(9)
|
Represents refinery operating expenses, exclusive of depreciation and amortization, divided by refinery throughput.
|
(10)
|
Refining operating data for the year ended December 31, 2011 include crude oil processed and products yielded from the El Dorado and Cheyenne Refineries for the period from July 1, 2011 through December 31, 2011 only, and averaged over the 365 days in the year ended December 31, 2011.
|
•
|
9.875% senior notes (
$286.8 million
principal amount maturing June 2017)
|
•
|
6.875% senior notes (
$150 million
principal amount maturing November 2018)
|
•
|
8.25% HEP senior notes (
$150 million
principal amount maturing March 2018)
|
•
|
6.5% HEP senior notes (
$300 million
principal amount maturing March 2020)
|
|
New Appropriation
|
|
Expected Cash Spending Range
|
||||||||
|
(In millions)
|
||||||||||
Location:
|
|
|
|
|
|
||||||
El Dorado
|
$
|
122.0
|
|
|
$
|
56.0
|
|
–
|
$
|
65.0
|
|
Tulsa
|
68.0
|
|
|
116.0
|
|
–
|
130.0
|
|
|||
Navajo
|
22.0
|
|
|
28.0
|
|
–
|
33.0
|
|
|||
Cheyenne
|
52.0
|
|
|
58.0
|
|
–
|
61.0
|
|
|||
Woods Cross
|
41.0
|
|
|
130.0
|
|
–
|
146.0
|
|
|||
Corporate and Other
|
15.0
|
|
|
12.0
|
|
–
|
15.0
|
|
|||
Total
|
$
|
320.0
|
|
|
$
|
400.0
|
|
–
|
$
|
450.0
|
|
|
|
|
|
|
|
||||||
Type:
|
|
|
|
|
|
||||||
Sustaining
|
$
|
109.0
|
|
|
$
|
100.0
|
|
–
|
$
|
113.0
|
|
Reliability and Growth
|
177.0
|
|
|
196.0
|
|
–
|
220.0
|
|
|||
Compliance and Safety
|
34.0
|
|
|
104.0
|
|
–
|
117.0
|
|
|||
Total
|
$
|
320.0
|
|
|
$
|
400.0
|
|
–
|
$
|
450.0
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual Obligations and Commitments
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Over 5 Years
|
||||||||||
HollyFrontier Corporation
(1) (2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt - principal
(3)
|
|
$
|
473,123
|
|
|
$
|
1,477
|
|
|
$
|
3,546
|
|
|
$
|
291,326
|
|
|
$
|
176,774
|
|
Long-term debt - interest
(4)
|
|
219,830
|
|
|
42,959
|
|
|
85,324
|
|
|
69,426
|
|
|
22,121
|
|
|||||
Supply agreements
(5)
|
|
738,608
|
|
|
283,164
|
|
|
401,521
|
|
|
12,688
|
|
|
41,235
|
|
|||||
Transportation agreements
(6)
|
|
471,888
|
|
|
83,515
|
|
|
162,142
|
|
|
118,664
|
|
|
107,567
|
|
|||||
Other long-term obligations
|
|
16,216
|
|
|
7,184
|
|
|
6,582
|
|
|
2,450
|
|
|
—
|
|
|||||
Operating leases
|
|
76,222
|
|
|
22,319
|
|
|
33,464
|
|
|
14,431
|
|
|
6,008
|
|
|||||
|
|
1,995,887
|
|
|
440,618
|
|
|
692,579
|
|
|
508,985
|
|
|
353,705
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Holly Energy Partners
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt - principal
(7)
|
|
871,000
|
|
|
—
|
|
|
—
|
|
|
421,000
|
|
|
450,000
|
|
|||||
Long-term debt - interest
(8)
|
|
260,951
|
|
|
42,239
|
|
|
84,478
|
|
|
79,296
|
|
|
54,938
|
|
|||||
Pipeline operating and right of way leases
|
|
38,033
|
|
|
6,909
|
|
|
13,699
|
|
|
13,668
|
|
|
3,757
|
|
|||||
Other agreements
|
|
16,210
|
|
|
1,519
|
|
|
2,967
|
|
|
2,725
|
|
|
8,999
|
|
|||||
|
|
1,186,194
|
|
|
50,667
|
|
|
101,144
|
|
|
516,689
|
|
|
517,694
|
|
|||||
Total
|
|
$
|
3,182,081
|
|
|
$
|
491,285
|
|
|
$
|
793,723
|
|
|
$
|
1,025,674
|
|
|
$
|
871,399
|
|
(1)
|
We may be required to make cash outlays related to our unrecognized tax benefits. However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of
$12.6 million
as of
December 31, 2012
have been excluded from the contractual obligations table above. For further information related to unrecognized tax benefits, see Note 15 “Income Taxes” in the Notes to Consolidated Financial Statements.
|
(2)
|
Amounts shown do not include commitments to deliver barrels of crude oil held for other parties at our refineries. We periodically hold crude oil owned by third parties in the storage tanks at our refineries, which may be run through production. We will be obligated to deliver these stored barrels of crude oil upon the other party's request.
|
(3)
|
Our long-term debt consists of the
$286.8 million
principal balance on our 9.875% senior notes, the
$150.0 million
principal balance on our 6.875% senior notes and a long-term financing obligation having a principal balance of
$36.3 million
at
December 31, 2012
.
|
(4)
|
Interest payments consist of interest on our 9.875% and 6.875% senior notes and on our long-term financing obligation.
|
(5)
|
We have long-term supply agreements to secure certain quantities of crude oil, feedstock and other resources used in the production process at market prices. We have estimated future payments under these fixed-quantity agreements expiring between 2014 and 2024 using current market rates.
|
(6)
|
Consists of contractual obligations under agreements with third parties for the transportation of crude oil, natural gas and feedstocks to our refineries and for terminal and storage services under contracts expiring between 2013 and 2024.
|
(7)
|
HEP's long-term debt consists of the
$150.0 million
and the
$300.0 million
principal balances on the 8.25% and 6.5% HEP senior notes and
$421.0 million
of outstanding borrowings under the HEP Credit Agreement. The HEP Credit Agreement was amended in June 2012 and expires in 2017.
|
(8)
|
Interest payments consist of interest on the 6.5% and 8.25% HEP senior notes and interest on long-term debt under the HEP Credit Agreement. The interest rate on the HEP Credit Agreement debt was
2.46%
at
December 31, 2012
.
|
•
|
our inventory positions;
|
•
|
natural gas purchases;
|
•
|
costs of crude oil and related grade differentials;
|
•
|
prices of refined products; and
|
•
|
our refining margins.
|
|
|
|
|
Notional Contract Volumes by Year of Maturity
|
|
|
||||||||||||||
Contract Description
|
|
Total Outstanding Notional
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Unit of Measure
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas price swap - long
|
|
96,000,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
MMBTU
|
WTI price swap - long
|
|
12,930,000
|
|
|
12,565,000
|
|
|
365,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
Ultra-low sulfur diesel price swap - short
|
|
11,490,000
|
|
|
11,125,000
|
|
|
365,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
Unleaded gasoline price swap - short
|
|
1,632,000
|
|
|
1,632,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
WCS price swap - long
|
|
6,022,500
|
|
|
6,022,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
WTI price swap - short
|
|
150,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
NYMEX futures (WTI) - long
|
|
234,000
|
|
|
234,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
NYMEX futures (WTI) - short
|
|
1,091,000
|
|
|
1,091,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
Physical contracts - long
|
|
540,000
|
|
|
540,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
Physical contracts - short
|
|
540,000
|
|
|
540,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
|
|
Derivative Fair Value Gain (Loss) at December 31,
|
||||
Change in Underlying Commodity Prices of Hedged Positions
|
|
2012
|
|
2011
|
||
|
|
(In thousands)
|
||||
10% increase in underlying commodity prices
|
|
(29,230
|
)
|
|
(23,224
|
)
|
10% decrease in underlying commodity prices
|
|
29,230
|
|
|
23,224
|
|
|
|
Outstanding
Principal
|
|
Estimated
Fair Value
|
|
Estimated
Change in
Fair Value
|
||||||
|
|
(In thousands)
|
||||||||||
HollyFrontier Senior Notes
|
|
$
|
436,812
|
|
|
$
|
470,990
|
|
|
$
|
12,872
|
|
HEP Senior Notes
|
|
$
|
450,000
|
|
|
$
|
484,125
|
|
|
$
|
14,250
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Net income attributable to HollyFrontier stockholders
|
|
$
|
1,727,172
|
|
|
$
|
1,023,397
|
|
|
$
|
103,964
|
|
Add income tax provision
|
|
1,027,962
|
|
|
581,991
|
|
|
59,312
|
|
|||
Add interest expense
|
|
104,186
|
|
|
78,323
|
|
|
74,196
|
|
|||
Subtract interest income
|
|
(4,786
|
)
|
|
(1,284
|
)
|
|
(1,168
|
)
|
|||
Add depreciation and amortization
|
|
242,868
|
|
|
159,707
|
|
|
117,529
|
|
|||
EBITDA
|
|
$
|
3,097,402
|
|
|
$
|
1,842,134
|
|
|
$
|
353,833
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Dollars in thousands, except per barrel amounts)
|
||||||||||
Consolidated
|
|
|
|
|
|
|
||||||
Average sales price per produced barrel sold
|
|
$
|
119.48
|
|
|
$
|
118.82
|
|
|
$
|
91.06
|
|
Times sales of produced refined products sold (BPD)
|
|
431,060
|
|
|
332,720
|
|
|
228,140
|
|
|||
Times number of days in period
|
|
366
|
|
|
365
|
|
|
365
|
|
|||
Refined product sales from produced products sold
|
|
$
|
18,850,116
|
|
|
$
|
14,429,833
|
|
|
$
|
7,582,666
|
|
|
|
|
|
|
|
|
||||||
Total refined product sales
|
|
$
|
18,850,116
|
|
|
$
|
14,429,833
|
|
|
$
|
7,582,666
|
|
Add refined product sales from purchased products and rounding
(1)
|
|
572,206
|
|
|
350,843
|
|
|
130,866
|
|
|||
Total refined product sales
|
|
19,422,322
|
|
|
14,780,676
|
|
|
7,713,532
|
|
|||
Add direct sales of excess crude oil
(2)
|
|
505,971
|
|
|
558,855
|
|
|
459,743
|
|
|||
Add other refining segment revenue
(3)
|
|
114,662
|
|
|
52,899
|
|
|
113,725
|
|
|||
Total refining segment revenue
|
|
20,042,955
|
|
|
15,392,430
|
|
|
8,287,000
|
|
|||
Add HEP segment sales and other revenues
|
|
288,501
|
|
|
212,995
|
|
|
182,093
|
|
|||
Add corporate and other revenues
|
|
1,048
|
|
|
1,098
|
|
|
412
|
|
|||
Subtract consolidations and eliminations
|
|
(241,780
|
)
|
|
(166,995
|
)
|
|
(146,576
|
)
|
|||
Sales and other revenues
|
|
$
|
20,090,724
|
|
|
$
|
15,439,528
|
|
|
$
|
8,322,929
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Dollars in thousands, except per barrel amounts)
|
||||||||||
Consolidated
|
|
|
|
|
|
|
||||||
Average cost of products per produced barrel sold
|
|
$
|
94.59
|
|
|
$
|
98.18
|
|
|
$
|
82.27
|
|
Times sales of produced refined products sold (BPD)
|
|
431,060
|
|
|
332,720
|
|
|
228,140
|
|
|||
Times number of days in period
|
|
366
|
|
|
365
|
|
|
365
|
|
|||
Cost of products for produced products sold
|
|
$
|
14,923,271
|
|
|
$
|
11,923,254
|
|
|
$
|
6,850,713
|
|
|
|
|
|
|
|
|
||||||
Total cost of products for produced products sold
|
|
$
|
14,923,271
|
|
|
$
|
11,923,254
|
|
|
$
|
6,850,713
|
|
Add refined product costs from purchased products and rounding
(1)
|
|
572,755
|
|
|
351,788
|
|
|
131,668
|
|
|||
Total cost of refined products sold
|
|
15,496,026
|
|
|
12,275,042
|
|
|
6,982,381
|
|
|||
Add crude oil cost of direct sales of excess crude oil
(2)
|
|
492,790
|
|
|
550,619
|
|
|
454,566
|
|
|||
Add other refining segment cost of products sold
(4)
|
|
90,132
|
|
|
18,672
|
|
|
73,410
|
|
|||
Total refining segment cost of products sold
|
|
16,078,948
|
|
|
12,844,333
|
|
|
7,510,357
|
|
|||
Subtract consolidations and eliminations
|
|
(238,305
|
)
|
|
(164,255
|
)
|
|
(143,208
|
)
|
|||
Costs of products sold (exclusive of depreciation and amortization)
|
|
$
|
15,840,643
|
|
|
$
|
12,680,078
|
|
|
$
|
7,367,149
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Dollars in thousands, except per barrel amounts)
|
||||||||||
Consolidated
|
|
|
|
|
|
|
||||||
Average refinery operating expenses per produced barrel sold
|
|
$
|
5.49
|
|
|
$
|
5.36
|
|
|
$
|
5.08
|
|
Times sales of produced refined products sold (BPD)
|
|
431,060
|
|
|
332,720
|
|
|
228,140
|
|
|||
Times number of days in period
|
|
366
|
|
|
365
|
|
|
365
|
|
|||
Refinery operating expenses for produced products sold
|
|
$
|
866,146
|
|
|
$
|
650,933
|
|
|
$
|
423,017
|
|
|
|
|
|
|
|
|
||||||
Total refinery operating expenses per produced products sold
|
|
$
|
866,146
|
|
|
$
|
650,933
|
|
|
$
|
423,017
|
|
Add other refining segment operating expenses and rounding
(5)
|
|
37,231
|
|
|
35,659
|
|
|
26,573
|
|
|||
Total refining segment operating expenses
|
|
903,377
|
|
|
686,592
|
|
|
449,590
|
|
|||
Add HEP segment operating expenses
|
|
89,395
|
|
|
63,029
|
|
|
53,138
|
|
|||
Add corporate and other costs
|
|
2,721
|
|
|
427
|
|
|
2,172
|
|
|||
Subtract consolidations and eliminations
|
|
(527
|
)
|
|
(1,967
|
)
|
|
(486
|
)
|
|||
Operating expenses (exclusive of depreciation and amortization)
|
|
$
|
994,966
|
|
|
$
|
748,081
|
|
|
$
|
504,414
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(Dollars in thousands, except per barrel amounts)
|
||||||||||
Consolidated
|
|
|
|
|
|
|
||||||
Net operating margin per barrel
|
|
$
|
19.40
|
|
|
$
|
15.28
|
|
|
$
|
3.71
|
|
Add average refinery operating expenses per produced barrel
|
|
5.49
|
|
|
5.36
|
|
|
5.08
|
|
|||
Refinery gross margin per barrel
|
|
24.89
|
|
|
20.64
|
|
|
8.79
|
|
|||
Add average cost of products per produced barrel sold
|
|
94.59
|
|
|
98.18
|
|
|
82.27
|
|
|||
Average sales price per produced barrel sold
|
|
$
|
119.48
|
|
|
$
|
118.82
|
|
|
$
|
91.06
|
|
Times sales of produced refined products sold (BPD)
|
|
431,060
|
|
|
332,720
|
|
|
228,140
|
|
|||
Times number of days in period
|
|
366
|
|
|
365
|
|
|
365
|
|
|||
Refined product sales from produced products sold
|
|
$
|
18,850,116
|
|
|
$
|
14,429,833
|
|
|
$
|
7,582,666
|
|
|
|
|
|
|
|
|
||||||
Total refined product sales from produced products sold
|
|
$
|
18,850,116
|
|
|
$
|
14,429,833
|
|
|
$
|
7,582,666
|
|
Add refined product sales from purchased products and rounding
(1)
|
|
572,206
|
|
|
350,843
|
|
|
130,866
|
|
|||
Total refined product sales
|
|
19,422,322
|
|
|
14,780,676
|
|
|
7,713,532
|
|
|||
Add direct sales of excess crude oil
(2)
|
|
505,971
|
|
|
558,855
|
|
|
459,743
|
|
|||
Add other refining segment revenue
(3)
|
|
114,662
|
|
|
52,899
|
|
|
113,725
|
|
|||
Total refining segment revenue
|
|
20,042,955
|
|
|
15,392,430
|
|
|
8,287,000
|
|
|||
Add HEP segment sales and other revenues
|
|
288,501
|
|
|
212,995
|
|
|
182,093
|
|
|||
Add corporate and other revenues
|
|
1,048
|
|
|
1,098
|
|
|
412
|
|
|||
Subtract consolidations and eliminations
|
|
(241,780
|
)
|
|
(166,995
|
)
|
|
(146,576
|
)
|
|||
Sales and other revenues
|
|
$
|
20,090,724
|
|
|
$
|
15,439,528
|
|
|
$
|
8,322,929
|
|
(1)
|
We purchase finished products when opportunities arise that provide a profit on the sale of such products, or to meet delivery commitments.
|
(2)
|
We purchase crude oil that at times exceeds the supply needs of our refineries. Quantities in excess of our needs are sold at market prices to purchasers of crude oil that are recorded on a gross basis with the sales price recorded as revenues and the corresponding acquisition cost as inventory and then upon sale as cost of products sold. Additionally, at times we enter into buy/sell exchanges of crude oil with certain parties to facilitate the delivery of quantities to certain locations that are netted at carryover cost.
|
(3)
|
Other refining segment revenue includes the incremental revenues associated with NK Asphalt and miscellaneous revenue.
|
(4)
|
Other refining segment cost of products sold includes the incremental cost of products for NK Asphalt and miscellaneous costs.
|
(5)
|
Other refining segment operating expenses include the marketing costs associated with our refining segment and the operating expenses of NK Asphalt.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page Reference
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets at December 31, 2012 and 2011
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
|
|
As Adjusted (See Note 2)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
(HEP: $5,237 and $6,369, respectively)
|
$
|
1,757,699
|
|
|
$
|
1,578,904
|
|
Marketable securities
|
630,586
|
|
|
211,639
|
|
||
Accounts receivable: Product and transportation
(HEP: $38,097 and $37,290, respectively)
|
587,728
|
|
|
703,691
|
|
||
Crude oil resales
|
46,502
|
|
|
5,166
|
|
||
|
634,230
|
|
|
708,857
|
|
||
Inventories: Crude oil and refined products
|
1,238,678
|
|
|
1,052,084
|
|
||
Materials, supplies and other
(HEP: $1,259 and $1,483, respectively)
|
80,954
|
|
|
62,535
|
|
||
|
1,319,632
|
|
|
1,114,619
|
|
||
Income taxes receivable
|
74,957
|
|
|
87,277
|
|
||
Prepayments and other
(HEP: $2,360 and $2,246, respectively)
|
53,161
|
|
|
219,450
|
|
||
Total current assets
|
4,470,265
|
|
|
3,920,746
|
|
||
|
|
|
|
||||
Properties, plants and equipment, at cost
(HEP: $1,155,710 and $1,099,579, respectively)
|
3,943,114
|
|
|
3,631,787
|
|
||
Less accumulated depreciation
(HEP: $(141,154) and $(93,200), respectively)
|
(748,414
|
)
|
|
(578,882
|
)
|
||
|
3,194,700
|
|
|
3,052,905
|
|
||
Marketable securities (long-term)
|
5,116
|
|
|
50,067
|
|
||
Other assets: Turnaround costs
|
151,764
|
|
|
57,060
|
|
||
Goodwill
(HEP: $288,991 and $288,991, respectively)
|
2,338,302
|
|
|
2,336,510
|
|
||
Intangibles and other
(HEP: $76,300 and $75,902, respectively)
|
168,850
|
|
|
158,955
|
|
||
|
2,658,916
|
|
|
2,552,525
|
|
||
Total assets
|
$
|
10,328,997
|
|
|
$
|
9,576,243
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
(HEP: $12,030 and $21,709, respectively)
|
$
|
1,314,151
|
|
|
$
|
1,504,694
|
|
Income taxes payable
|
—
|
|
|
40,366
|
|
||
Accrued liabilities
(HEP: $23,705 and $16,006, respectively)
|
195,077
|
|
|
169,940
|
|
||
Deferred income tax liabilities
|
145,216
|
|
|
175,683
|
|
||
Total current liabilities
|
1,654,444
|
|
|
1,890,683
|
|
||
|
|
|
|
||||
Long-term debt
(HEP: $864,673 and $598,761, respectively)
|
1,336,238
|
|
|
1,214,742
|
|
||
Deferred income taxes
|
536,670
|
|
|
463,721
|
|
||
Other long-term liabilities
(HEP: $28,683 and $4,000, respectively)
|
158,987
|
|
|
171,197
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
HollyFrontier stockholders’ equity:
|
|
|
|
||||
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock $.01 par value – 320,000,000 shares authorized; 255,962,866 shares issued as of December 31, 2012 and December 31, 2011
|
2,560
|
|
|
2,563
|
|
||
Additional capital
|
3,911,353
|
|
|
3,859,367
|
|
||
Retained earnings
|
3,054,769
|
|
|
1,964,656
|
|
||
Accumulated other comprehensive income (loss)
|
(8,425
|
)
|
|
77,873
|
|
||
Common stock held in treasury, at cost – 52,411,370 and 46,630,220 shares as of December 31, 2012 and December 31, 2011, respectively
|
(907,303
|
)
|
|
(700,449
|
)
|
||
Total HollyFrontier stockholders’ equity
|
6,052,954
|
|
|
5,204,010
|
|
||
Noncontrolling interest
|
589,704
|
|
|
631,890
|
|
||
Total equity
|
6,642,658
|
|
|
5,835,900
|
|
||
Total liabilities and equity
|
$
|
10,328,997
|
|
|
$
|
9,576,243
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Sales and other revenues
|
|
$
|
20,090,724
|
|
|
$
|
15,439,528
|
|
|
$
|
8,322,929
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of products sold (exclusive of depreciation and amortization)
|
|
15,840,643
|
|
|
12,680,078
|
|
|
7,367,149
|
|
|||
Operating expenses (exclusive of depreciation and amortization)
|
|
994,966
|
|
|
748,081
|
|
|
504,414
|
|
|||
General and administrative expenses (exclusive of depreciation and amortization)
|
|
128,101
|
|
|
120,114
|
|
|
70,839
|
|
|||
Depreciation and amortization
|
|
242,868
|
|
|
159,707
|
|
|
117,529
|
|
|||
Total operating costs and expenses
|
|
17,206,578
|
|
|
13,707,980
|
|
|
8,059,931
|
|
|||
Income from operations
|
|
2,884,146
|
|
|
1,731,548
|
|
|
262,998
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Earnings of equity method investments
|
|
2,923
|
|
|
2,300
|
|
|
2,393
|
|
|||
Interest income
|
|
4,786
|
|
|
1,284
|
|
|
1,168
|
|
|||
Interest expense
|
|
(104,186
|
)
|
|
(78,323
|
)
|
|
(74,196
|
)
|
|||
Gain on sale of marketable equity securities
|
|
326
|
|
|
—
|
|
|
—
|
|
|||
Merger transaction costs
|
|
—
|
|
|
(15,114
|
)
|
|
—
|
|
|||
|
|
(96,151
|
)
|
|
(89,853
|
)
|
|
(70,635
|
)
|
|||
Income before income taxes
|
|
2,787,995
|
|
|
1,641,695
|
|
|
192,363
|
|
|||
Income tax provision:
|
|
|
|
|
|
|
||||||
Current
|
|
932,554
|
|
|
590,851
|
|
|
35,472
|
|
|||
Deferred
|
|
95,408
|
|
|
(8,860
|
)
|
|
23,840
|
|
|||
|
|
1,027,962
|
|
|
581,991
|
|
|
59,312
|
|
|||
Net income
|
|
1,760,033
|
|
|
1,059,704
|
|
|
133,051
|
|
|||
Less net income attributable to noncontrolling interest
|
|
32,861
|
|
|
36,307
|
|
|
29,087
|
|
|||
Net income attributable to HollyFrontier stockholders
|
|
$
|
1,727,172
|
|
|
$
|
1,023,397
|
|
|
$
|
103,964
|
|
Earnings per share attributable to HollyFrontier stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
8.41
|
|
|
$
|
6.46
|
|
|
$
|
0.98
|
|
Diluted
|
|
$
|
8.38
|
|
|
$
|
6.42
|
|
|
$
|
0.97
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
205,289
|
|
|
158,486
|
|
|
106,436
|
|
|||
Diluted
|
|
206,184
|
|
|
159,294
|
|
|
107,218
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,760,033
|
|
|
$
|
1,059,704
|
|
|
$
|
133,051
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Securities available-for-sale:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities
|
|
179
|
|
|
(530
|
)
|
|
114
|
|
|||
Reclassification adjustment to net income on sale or maturity of marketable securities
|
|
(415
|
)
|
|
14
|
|
|
—
|
|
|||
Net unrealized gain (loss) on available-for-sale securities
|
|
(236
|
)
|
|
(516
|
)
|
|
114
|
|
|||
Unrealized gain (loss), net of reclassifications from contract settlements of hedging instruments
|
|
(191,039
|
)
|
|
176,936
|
|
|
(923
|
)
|
|||
Pension plan curtailment
|
|
7,102
|
|
|
—
|
|
|
—
|
|
|||
Change in minimum pension liability
|
|
(9,161
|
)
|
|
(71
|
)
|
|
(1,470
|
)
|
|||
Change in retirement medical obligation
|
|
53,450
|
|
|
(3,515
|
)
|
|
(238
|
)
|
|||
Other comprehensive income (loss) before income taxes
|
|
(139,884
|
)
|
|
172,834
|
|
|
(2,517
|
)
|
|||
Income tax expense (benefit)
|
|
(54,950
|
)
|
|
66,138
|
|
|
(348
|
)
|
|||
Other comprehensive income (loss)
|
|
(84,934
|
)
|
|
106,696
|
|
|
(2,169
|
)
|
|||
Total comprehensive income
|
|
1,675,099
|
|
|
1,166,400
|
|
|
130,882
|
|
|||
Less noncontrolling interest in comprehensive income
|
|
34,225
|
|
|
39,122
|
|
|
27,464
|
|
|||
Comprehensive income attributable to HollyFrontier stockholders
|
|
$
|
1,640,874
|
|
|
$
|
1,127,278
|
|
|
$
|
103,418
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
As Adjusted (See Note 2)
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,760,033
|
|
|
$
|
1,059,704
|
|
|
$
|
133,051
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
242,868
|
|
|
159,707
|
|
|
117,529
|
|
|||
Earnings of equity method investments, net of distributions
|
|
701
|
|
|
387
|
|
|
482
|
|
|||
Gain on sale of marketable equity securities
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
95,408
|
|
|
(8,860
|
)
|
|
23,840
|
|
|||
Equity-based compensation expense
|
|
39,203
|
|
|
26,825
|
|
|
11,498
|
|
|||
Change in fair value – derivative instruments
|
|
52,335
|
|
|
306
|
|
|
1,464
|
|
|||
(Increase) decrease in current assets:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
71,627
|
|
|
373,591
|
|
|
43,437
|
|
|||
Inventories
|
|
(205,013
|
)
|
|
(56,828
|
)
|
|
(96,854
|
)
|
|||
Income taxes receivable
|
|
19,056
|
|
|
(36,394
|
)
|
|
(14,990
|
)
|
|||
Prepayments and other
|
|
(9,366
|
)
|
|
(14,214
|
)
|
|
369
|
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
(194,051
|
)
|
|
(251,428
|
)
|
|
70,279
|
|
|||
Income taxes payable
|
|
(40,366
|
)
|
|
72,091
|
|
|
—
|
|
|||
Accrued liabilities
|
|
(39,851
|
)
|
|
60,467
|
|
|
22,414
|
|
|||
Turnaround expenditures
|
|
(159,707
|
)
|
|
(32,023
|
)
|
|
(34,966
|
)
|
|||
Other, net
|
|
30,136
|
|
|
(14,940
|
)
|
|
5,702
|
|
|||
Net cash provided by operating activities
|
|
1,662,687
|
|
|
1,338,391
|
|
|
283,255
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Additions to properties, plants and equipment
|
|
(290,334
|
)
|
|
(158,026
|
)
|
|
(103,722
|
)
|
|||
Additions to properties, plants and equipment – HEP
|
|
(44,929
|
)
|
|
(216,215
|
)
|
|
(109,510
|
)
|
|||
Increase in cash due to merger with Frontier
|
|
—
|
|
|
872,739
|
|
|
—
|
|
|||
Investment in Sabine Biofuels
|
|
(2,000
|
)
|
|
(9,125
|
)
|
|
—
|
|
|||
Purchases of marketable securities
|
|
(671,552
|
)
|
|
(561,899
|
)
|
|
—
|
|
|||
Sales and maturities of marketable securities
|
|
297,711
|
|
|
301,020
|
|
|
—
|
|
|||
Net cash provided by (used for) investing activities
|
|
(711,104
|
)
|
|
228,494
|
|
|
(213,232
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under credit agreement
|
|
—
|
|
|
—
|
|
|
310,000
|
|
|||
Repayments under credit agreement
|
|
—
|
|
|
—
|
|
|
(310,000
|
)
|
|||
Borrowings under credit agreement – HEP
|
|
587,000
|
|
|
118,000
|
|
|
66,000
|
|
|||
Repayments under credit agreement – HEP
|
|
(366,000
|
)
|
|
(77,000
|
)
|
|
(113,000
|
)
|
|||
Net proceeds from issuance of senior notes – HEP
|
|
294,750
|
|
|
—
|
|
|
147,540
|
|
|||
Principal tender on senior notes
|
|
(205,000
|
)
|
|
(8,203
|
)
|
|
—
|
|
|||
Principal tender on senior notes – HEP
|
|
(185,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common units – HEP
|
|
—
|
|
|
75,815
|
|
|
—
|
|
|||
Purchase of treasury stock
|
|
(209,600
|
)
|
|
(42,795
|
)
|
|
(1,368
|
)
|
|||
Structured stock repurchase arrangement
|
|
8,620
|
|
|
—
|
|
|
—
|
|
|||
Contribution from joint venture partner
|
|
6,000
|
|
|
33,500
|
|
|
23,500
|
|
|||
Dividends
|
|
(658,085
|
)
|
|
(252,133
|
)
|
|
(31,868
|
)
|
|||
Distributions to noncontrolling interest
|
|
(58,788
|
)
|
|
(50,874
|
)
|
|
(48,493
|
)
|
|||
Excess tax benefit from equity-based compensation
|
|
23,361
|
|
|
1,804
|
|
|
(1,094
|
)
|
|||
Purchase of units for incentive grants – HEP
|
|
(5,240
|
)
|
|
(1,641
|
)
|
|
(2,704
|
)
|
|||
Deferred financing costs
|
|
(3,305
|
)
|
|
(11,815
|
)
|
|
(3,121
|
)
|
|||
Other
|
|
(1,501
|
)
|
|
(1,740
|
)
|
|
(910
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(772,788
|
)
|
|
(217,082
|
)
|
|
34,482
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Increase for the period
|
|
178,795
|
|
|
1,349,803
|
|
|
104,505
|
|
|||
Beginning of period
|
|
1,578,904
|
|
|
229,101
|
|
|
124,596
|
|
|||
End of period
|
|
$
|
1,757,699
|
|
|
$
|
1,578,904
|
|
|
$
|
229,101
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
101,709
|
|
|
$
|
78,483
|
|
|
$
|
66,674
|
|
Income taxes
|
|
$
|
983,618
|
|
|
$
|
552,487
|
|
|
$
|
62,084
|
|
|
HollyFrontier Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common Stock
|
|
Additional Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||||
Balance at December 31, 2009
|
$
|
1,527
|
|
|
$
|
194,802
|
|
|
$
|
1,134,341
|
|
|
$
|
(25,700
|
)
|
|
$
|
(685,931
|
)
|
|
$
|
588,742
|
|
|
$
|
1,207,781
|
|
Net income
|
—
|
|
|
—
|
|
|
103,964
|
|
|
—
|
|
|
—
|
|
|
29,087
|
|
|
133,051
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(31,977
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,977
|
)
|
|||||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,493
|
)
|
|
(48,493
|
)
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|
—
|
|
|
(1,623
|
)
|
|
(2,169
|
)
|
|||||||
Contribution from joint venture partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,500
|
|
|
23,500
|
|
|||||||
Issuance of common stock and tax benefit on exercise of stock options
|
—
|
|
|
534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534
|
|
|||||||
Issuance of common stock under incentive compensation plans, net of forfeitures
|
(1
|
)
|
|
(9,494
|
)
|
|
—
|
|
|
—
|
|
|
9,495
|
|
|
—
|
|
|
—
|
|
|||||||
Equity-based compensation, net of tax benefit
|
—
|
|
|
7,773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
|
9,988
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,368
|
)
|
|
—
|
|
|
(1,368
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,708
|
)
|
|
(2,708
|
)
|
|||||||
Balance at December 31, 2010
|
$
|
1,526
|
|
|
$
|
193,615
|
|
|
$
|
1,206,328
|
|
|
$
|
(26,246
|
)
|
|
$
|
(677,804
|
)
|
|
$
|
590,720
|
|
|
$
|
1,288,139
|
|
Net income
|
—
|
|
|
—
|
|
|
1,023,397
|
|
|
—
|
|
|
—
|
|
|
36,307
|
|
|
1,059,704
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(265,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(265,069
|
)
|
|||||||
Distribution to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,874
|
)
|
|
(50,874
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
103,881
|
|
|
—
|
|
|
2,815
|
|
|
106,696
|
|
|||||||
Issuance of common stock upon merger with Frontier Oil Corporation
|
1,037
|
|
|
3,704,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,705,240
|
|
|||||||
Allocated equity on HEP common unit issuances, net of tax
|
—
|
|
|
(44,885
|
)
|
|
—
|
|
|
238
|
|
|
—
|
|
|
16,852
|
|
|
(27,795
|
)
|
|||||||
Contribution from joint venture partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,500
|
|
|
36,500
|
|
|||||||
Issuance of common stock under incentive compensation plans, net of forfeitures
|
—
|
|
|
(20,150
|
)
|
|
—
|
|
|
—
|
|
|
20,150
|
|
|
—
|
|
|
—
|
|
|||||||
Equity-based compensation, net of tax benefit
|
—
|
|
|
26,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,046
|
|
|
28,630
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,795
|
)
|
|
—
|
|
|
(42,795
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,476
|
)
|
|
(2,476
|
)
|
|||||||
Balance at December 31, 2011
|
$
|
2,563
|
|
|
$
|
3,859,367
|
|
|
$
|
1,964,656
|
|
|
$
|
77,873
|
|
|
$
|
(700,449
|
)
|
|
$
|
631,890
|
|
|
$
|
5,835,900
|
|
Net income
|
—
|
|
|
—
|
|
|
1,727,172
|
|
|
—
|
|
|
—
|
|
|
32,861
|
|
|
1,760,033
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(637,059
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637,059
|
)
|
|||||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,788
|
)
|
|
(58,788
|
)
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,298
|
)
|
|
—
|
|
|
1,364
|
|
|
(84,934
|
)
|
|||||||
Allocated equity on HEP common unit issuances, net of tax
|
—
|
|
|
11,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,768
|
)
|
|
(7,299
|
)
|
|||||||
Contribution from joint venture partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
3,000
|
|
|||||||
Issuance of common stock under incentive compensation plans, net of forfeitures
|
(3
|
)
|
|
(27,809
|
)
|
|
—
|
|
|
—
|
|
|
27,812
|
|
|
—
|
|
|
—
|
|
|||||||
Equity-based compensation, net of tax benefit
|
—
|
|
|
59,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,858
|
|
|
62,564
|
|
|||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(234,666
|
)
|
|
—
|
|
|
(234,666
|
)
|
|||||||
Net proceeds received under structured share repurchase arrangement
|
—
|
|
|
8,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,620
|
|
|||||||
Purchase of HEP units for restricted grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,713
|
)
|
|
(4,713
|
)
|
|||||||
Balance at December 31, 2012
|
$
|
2,560
|
|
|
$
|
3,911,353
|
|
|
$
|
3,054,769
|
|
|
$
|
(8,425
|
)
|
|
$
|
(907,303
|
)
|
|
$
|
589,704
|
|
|
$
|
6,642,658
|
|
NOTE 1:
|
Description of Business and Summary of Significant Accounting Policies
|
•
|
owned and operated a petroleum refinery in El Dorado, Kansas (the “El Dorado Refinery”),
two
refinery facilities located in Tulsa, Oklahoma (collectively, the “Tulsa Refineries”), a refinery in Artesia, New Mexico that is operated in conjunction with crude oil distillation and vacuum distillation and other facilities situated
65
miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming (the “Cheyenne Refinery”) and a refinery in Woods Cross, Utah (the “Woods Cross Refinery”);
|
•
|
owned and operated NK Asphalt Partners (“NK Asphalt”) which operates various asphalt terminals in Arizona and New Mexico;
|
•
|
owned Ethanol Management Company (“EMC”), a products terminal and blending facility near Denver, Colorado and a
50%
interest in Sabine Biofuels II, LLC (“Sabine Biofuels”), a biodiesel production facility located in Port Arthur, Texas; and
|
•
|
owned a
44%
interest in HEP, a consolidated variable interest entity (“VIE”), which includes our
2%
general partner interest. HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Alon USA, Inc.'s (“Alon”) refinery in Big Spring, Texas. Additionally, HEP owns a
75%
interest in UNEV Pipeline, L.L.C. (“UNEV”), which owns a
12
-inch refined products pipeline from Salt Lake City, Utah to Las Vegas, Nevada, together with terminal facilities in the Cedar City, Utah and North Las Vegas areas (the “UNEV Pipeline”) and a
25%
interest in SLC Pipeline LLC (the “SLC Pipeline”), a
95
-mile intrastate pipeline system that serves refineries in the Salt Lake City area.
|
NOTE 2:
|
Change in Accounting Principle
|
|
As Originally Reported
|
|
As Adjusted
|
|
Effect of Change
|
||||||
|
(In thousands)
|
||||||||||
Accounts receivable: Crude oil resales
|
$
|
743,544
|
|
|
$
|
5,166
|
|
|
$
|
(738,378
|
)
|
Total current assets
|
4,659,124
|
|
|
3,920,746
|
|
|
(738,378
|
)
|
|||
Total assets
|
$
|
10,314,621
|
|
|
$
|
9,576,243
|
|
|
$
|
(738,378
|
)
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
2,243,072
|
|
|
$
|
1,504,694
|
|
|
$
|
(738,378
|
)
|
Total current liabilities
|
2,629,061
|
|
|
1,890,683
|
|
|
(738,378
|
)
|
|||
Total liabilities and equity
|
$
|
10,314,621
|
|
|
$
|
9,576,243
|
|
|
$
|
(738,378
|
)
|
|
As Originally Reported
|
|
As Adjusted
|
|
Effect of Change
|
||||||
|
(In thousands)
|
||||||||||
December 31, 2011
|
|
|
|
|
|
||||||
(Increase) decrease in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
286,737
|
|
|
$
|
373,591
|
|
|
$
|
86,854
|
|
|
|
|
|
|
|
||||||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
(164,574
|
)
|
|
$
|
(251,428
|
)
|
|
$
|
(86,854
|
)
|
|
|
|
|
|
|
||||||
December 31, 2010
|
|
|
|
|
|
||||||
(Increase) decrease in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(228,466
|
)
|
|
$
|
43,437
|
|
|
$
|
271,903
|
|
|
|
|
|
|
|
||||||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
342,182
|
|
|
$
|
70,279
|
|
|
$
|
(271,903
|
)
|
NOTE 3:
|
Holly-Frontier Merger
|
|
|
Years Ended December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(In thousands, except per share amounts)
|
||||||
|
|
(Unaudited)
|
||||||
Sales and other revenues
|
|
$
|
19,418,709
|
|
|
$
|
14,207,835
|
|
Net income attributable to HollyFrontier stockholders
|
|
$
|
1,335,257
|
|
|
$
|
179,979
|
|
Basic earnings per share
|
|
$
|
6.37
|
|
|
$
|
0.86
|
|
Diluted earnings per share
|
|
$
|
6.35
|
|
|
$
|
0.86
|
|
NOTE 4:
|
Holly Energy Partners
|
NOTE 5:
|
Financial Instruments
|
•
|
(Level 1) Quoted prices in active markets for identical assets or liabilities.
|
•
|
(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.
|
•
|
(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.
|
|
|
|
|
|
|
Fair Value by Input Level
|
||||||||||||||
Financial Instrument
|
|
Carrying Amount
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
|
|
(In thousands)
|
||||||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketable debt securities
|
|
$
|
635,702
|
|
|
$
|
635,702
|
|
|
$
|
—
|
|
|
$
|
635,702
|
|
|
$
|
—
|
|
Commodity price swaps
|
|
17,383
|
|
|
17,383
|
|
|
—
|
|
|
6,151
|
|
|
11,232
|
|
|||||
Total assets
|
|
$
|
653,085
|
|
|
$
|
653,085
|
|
|
$
|
—
|
|
|
$
|
641,853
|
|
|
$
|
11,232
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX futures contracts
|
|
$
|
5,563
|
|
|
$
|
5,563
|
|
|
$
|
5,563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity price swaps
|
|
83,982
|
|
|
83,982
|
|
|
—
|
|
|
39,092
|
|
|
44,890
|
|
|||||
HollyFrontier senior notes
|
|
435,254
|
|
|
470,990
|
|
|
—
|
|
|
470,990
|
|
|
—
|
|
|||||
HEP senior notes
|
|
443,673
|
|
|
484,125
|
|
|
—
|
|
|
484,125
|
|
|
—
|
|
|||||
HEP interest rate swaps
|
|
3,430
|
|
|
3,430
|
|
|
—
|
|
|
3,430
|
|
|
—
|
|
|||||
Total liabilities
|
|
$
|
971,902
|
|
|
$
|
1,048,090
|
|
|
$
|
5,563
|
|
|
$
|
997,637
|
|
|
$
|
44,890
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
|
$
|
753
|
|
|
$
|
753
|
|
|
$
|
753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable debt securities
|
|
260,953
|
|
|
260,953
|
|
|
—
|
|
|
260,953
|
|
|
—
|
|
|||||
Commodity price swaps
|
|
175,654
|
|
|
175,654
|
|
|
—
|
|
|
144,038
|
|
|
31,616
|
|
|||||
Total assets
|
|
$
|
437,360
|
|
|
$
|
437,360
|
|
|
$
|
753
|
|
|
$
|
404,991
|
|
|
$
|
31,616
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX futures contracts
|
|
$
|
1,252
|
|
|
$
|
1,252
|
|
|
$
|
1,252
|
|
|
$
|
—
|
|
|
$
|
—
|
|
HollyFrontier senior notes
|
|
651,262
|
|
|
693,979
|
|
|
—
|
|
|
693,979
|
|
|
—
|
|
|||||
HEP senior notes
|
|
325,860
|
|
|
344,350
|
|
|
—
|
|
|
344,350
|
|
|
—
|
|
|||||
HEP interest rate swaps
|
|
520
|
|
|
520
|
|
|
—
|
|
|
520
|
|
|
—
|
|
|||||
Total liabilities
|
|
$
|
978,894
|
|
|
$
|
1,040,101
|
|
|
$
|
1,252
|
|
|
$
|
1,038,849
|
|
|
$
|
—
|
|
Level 3 Financial Instruments
|
|
Year Ended December 31, 2012
|
||
|
(In thousands)
|
|||
Asset balance at beginning of period
|
|
$
|
31,616
|
|
Change in fair value:
|
|
|
||
Recognized in other comprehensive income
|
|
(120,966
|
)
|
|
Recognized in cost of products sold
|
|
(39,463
|
)
|
|
Settlement date fair value of contractual maturities:
|
|
|
||
Recognized in sales and other revenues
|
|
98,750
|
|
|
Recognized in cost of products sold
|
|
(3,595
|
)
|
|
Liability balance at end of period
|
|
$
|
(33,658
|
)
|
NOTE 6:
|
Earnings Per Share
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands, except per share data)
|
||||||||||
Earnings attributable to HollyFrontier stockholders
|
|
$
|
1,727,172
|
|
|
$
|
1,023,397
|
|
|
$
|
103,964
|
|
Average number of shares of common stock outstanding
|
|
205,289
|
|
|
158,486
|
|
|
106,436
|
|
|||
Effect of dilutive variable restricted shares and
performance share units
(1)
|
|
895
|
|
|
808
|
|
|
782
|
|
|||
Average number of shares of common stock outstanding assuming dilution
|
|
206,184
|
|
|
159,294
|
|
|
107,218
|
|
|||
Basic earnings per share
|
|
$
|
8.41
|
|
|
$
|
6.46
|
|
|
$
|
0.98
|
|
Diluted earnings per share
|
|
$
|
8.38
|
|
|
$
|
6.42
|
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
||||||
(1) Excludes anti-dilutive restricted and performance share units of:
|
|
166
|
|
|
—
|
|
|
—
|
|
NOTE 7:
|
Stock-Based Compensation
|
Restricted Stock
|
|
Grants
|
|
Weighted Average Grant Date Fair Value
|
|
Aggregate Intrinsic Value ($000)
|
|||||
|
|
|
|
|
|
|
|||||
Outstanding at January 1, 2012 (non-vested)
|
|
1,122,350
|
|
|
$
|
25.48
|
|
|
|
||
Granted
|
|
760,177
|
|
|
37.27
|
|
|
|
|||
Vesting and transfer of ownership to recipients
|
|
(1,035,025
|
)
|
|
26.75
|
|
|
|
|||
Forfeited
|
|
(3,975
|
)
|
|
33.06
|
|
|
|
|||
Outstanding at December 31, 2012 (non-vested)
|
|
843,527
|
|
|
$
|
34.52
|
|
|
$
|
39,266
|
|
Performance Share Units
|
|
Grants
|
|
|
|
|
|
Outstanding at January 1, 2012 (non-vested)
|
|
774,788
|
|
Granted
|
|
561,815
|
|
Vesting and transfer of ownership to recipients
|
|
(452,357
|
)
|
Forfeited
|
|
(8,672
|
)
|
Outstanding at December 31, 2012 (non-vested)
|
|
875,574
|
|
NOTE 8:
|
Cash and Cash Equivalents and Investments in Marketable Securities
|
|
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
(Net Carrying Amount)
|
||||||||
|
|
(In thousands)
|
||||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
$
|
82,791
|
|
|
$
|
14
|
|
|
$
|
(6
|
)
|
|
$
|
82,799
|
|
Commercial paper
|
|
45,737
|
|
|
17
|
|
|
—
|
|
|
45,754
|
|
||||
Corporate debt securities
|
|
49,587
|
|
|
2
|
|
|
(30
|
)
|
|
49,559
|
|
||||
State and political subdivisions debt securities
|
|
457,615
|
|
|
26
|
|
|
(51
|
)
|
|
457,590
|
|
||||
Total marketable securities
|
|
$
|
635,730
|
|
|
$
|
59
|
|
|
$
|
(87
|
)
|
|
$
|
635,702
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions debt securities
|
|
$
|
260,879
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
260,953
|
|
Equity securities
|
|
610
|
|
|
143
|
|
|
—
|
|
|
753
|
|
||||
Total marketable securities
|
|
$
|
261,489
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
261,706
|
|
NOTE 9:
|
Inventories
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Crude oil
|
|
$
|
502,978
|
|
|
$
|
400,952
|
|
Other raw materials and unfinished products
(1)
|
|
150,090
|
|
|
137,356
|
|
||
Finished products
(2)
|
|
585,610
|
|
|
513,776
|
|
||
Process chemicals
(3)
|
|
3,514
|
|
|
1,180
|
|
||
Repairs and maintenance supplies and other
|
|
77,440
|
|
|
61,355
|
|
||
Total inventory
|
|
$
|
1,319,632
|
|
|
$
|
1,114,619
|
|
(1)
|
Other raw materials and unfinished products include feedstocks and blendstocks, other than crude.
|
(2)
|
Finished products include gasolines, jet fuels, diesels, lubricants, asphalts, LPG’s and residual fuels.
|
(3)
|
Process chemicals include additives and other chemicals.
|
NOTE 10:
|
Properties, Plants and Equipment
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Land, buildings and improvements
|
|
$
|
198,610
|
|
|
$
|
168,108
|
|
Refining facilities
|
|
2,261,733
|
|
|
2,106,900
|
|
||
Pipelines and terminals
|
|
1,113,080
|
|
|
922,866
|
|
||
Transportation vehicles
|
|
29,970
|
|
|
29,418
|
|
||
Other fixed assets
|
|
105,075
|
|
|
97,676
|
|
||
Construction in progress
|
|
234,646
|
|
|
306,819
|
|
||
|
|
3,943,114
|
|
|
3,631,787
|
|
||
Accumulated depreciation
|
|
(748,414
|
)
|
|
(578,882
|
)
|
||
|
|
$
|
3,194,700
|
|
|
$
|
3,052,905
|
|
NOTE 11:
|
Goodwill
|
|
Refining Segment
|
|
HEP
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1, 2012
|
$
|
2,047,519
|
|
|
$
|
288,991
|
|
|
$
|
2,336,510
|
|
Adjustment to goodwill related to Frontier merger
|
1,792
|
|
|
—
|
|
|
1,792
|
|
|||
Balance at December 31, 2012
|
$
|
2,049,311
|
|
|
$
|
288,991
|
|
|
$
|
2,338,302
|
|
NOTE 12:
|
Environmental
|
NOTE 13:
|
Debt
|
•
|
9.875%
senior notes (
$286.8 million
principal amount maturing June 2017)
|
•
|
6.875%
senior notes (
$150 million
principal amount maturing November 2018)
|
•
|
8.25%
HEP senior notes (
$150 million
principal amount maturing March 2018)
|
•
|
6.5%
HEP senior notes (
$300 million
principal amount maturing March 2020)
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
9.875% Senior Notes
|
|
|
|
|
||||
Principal
|
|
$
|
286,812
|
|
|
$
|
291,812
|
|
Unamortized discount
|
|
(7,468
|
)
|
|
(8,930
|
)
|
||
|
|
279,344
|
|
|
282,882
|
|
||
6.875% Senior Notes
|
|
|
|
|
||||
Principal
|
|
150,000
|
|
|
150,000
|
|
||
Unamortized premium
|
|
5,910
|
|
|
6,490
|
|
||
|
|
155,910
|
|
|
156,490
|
|
||
8.5% Senior Notes
|
|
|
|
|
||||
Principal
|
|
—
|
|
|
199,985
|
|
||
Unamortized premium
|
|
—
|
|
|
11,905
|
|
||
|
|
—
|
|
|
211,890
|
|
||
Financing Obligation
|
|
36,311
|
|
|
37,620
|
|
||
|
|
|
|
|
||||
Total HollyFrontier long-term debt
|
|
471,565
|
|
|
688,882
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
HEP Credit Agreement
|
|
421,000
|
|
|
200,000
|
|
||
|
|
|
|
|
||||
HEP 8.25% Senior Notes
|
|
|
|
|
||||
Principal
|
|
150,000
|
|
|
150,000
|
|
||
Unamortized discount
|
|
(1,602
|
)
|
|
(1,907
|
)
|
||
|
|
148,398
|
|
|
148,093
|
|
||
HEP 6.5% Senior Notes
|
|
|
|
|
||||
Principal
|
|
300,000
|
|
|
—
|
|
||
Unamortized discount
|
|
(4,725
|
)
|
|
—
|
|
||
|
|
295,275
|
|
|
—
|
|
||
HEP 6.25% Senior Notes
|
|
|
|
|
||||
Principal
|
|
—
|
|
|
185,000
|
|
||
Unamortized discount
|
|
—
|
|
|
(8,331
|
)
|
||
Unamortized premium – designated fair value hedge
|
|
—
|
|
|
1,098
|
|
||
|
|
—
|
|
|
177,767
|
|
||
|
|
|
|
|
||||
Total HEP long-term debt
|
|
864,673
|
|
|
525,860
|
|
||
|
|
|
|
|
||||
Total long-term debt
|
|
$
|
1,336,238
|
|
|
$
|
1,214,742
|
|
Years Ending December 31,
|
(In thousands)
|
||
2013
|
$
|
1,477
|
|
2014
|
1,666
|
|
|
2015
|
1,880
|
|
|
2016
|
2,121
|
|
|
2017
|
710,205
|
|
|
Thereafter
|
626,774
|
|
|
Total
|
$
|
1,344,123
|
|
NOTE 14:
|
Derivative Instruments and Hedging Activities
|
•
|
our inventory positions;
|
•
|
natural gas purchases;
|
•
|
costs of crude oil and related grade differentials;
|
•
|
prices of refined products; and
|
•
|
our refining margins.
|
|
Unrealized Gain (Loss) Recognized in OCI
|
|
Gain (Loss) Recognized in Earnings Due to Settlements
|
|
Gain (Loss) Attributable to Hedge Ineffectiveness Recognized in Earnings
|
||||||||||
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
|||||||
|
|
|
(In thousands)
|
||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||
Commodity price swaps
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value
|
$
|
(248,399
|
)
|
|
Sales and other revenues
|
|
$
|
(98,750
|
)
|
|
Sales and other revenues
|
|
$
|
(491
|
)
|
Loss reclassified to earnings due to settlements
|
55,175
|
|
|
Cost of products sold
|
|
43,575
|
|
|
Cost of products sold
|
|
(515
|
)
|
|||
Total
|
$
|
(193,224
|
)
|
|
|
|
$
|
(55,175
|
)
|
|
|
|
$
|
(1,006
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||
Commodity price swaps
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value
|
$
|
173,208
|
|
|
|
|
|
|
|
|
|
||||
Loss reclassified to earnings due to settlements
|
166
|
|
|
Operating expenses
|
|
$
|
(166
|
)
|
|
Cost of products sold
|
|
$
|
446
|
|
|
Total
|
$
|
173,374
|
|
|
|
|
$
|
(166
|
)
|
|
|
|
$
|
446
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||
Commodity price swaps
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value
|
$
|
(1,402
|
)
|
|
|
|
|
|
|
|
|
||||
Loss reclassified to earnings due to settlements
|
1,364
|
|
|
Operating expenses
|
|
$
|
(1,364
|
)
|
|
|
|
$
|
—
|
|
|
Total
|
$
|
(38
|
)
|
|
|
|
$
|
(1,364
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
Notional Contract Volumes by Year of Maturity
|
|
|
||||||||||||||
Commodity Price Swaps
|
|
Total Outstanding Notional
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Unit of Measure
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas - long
|
|
96,000,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
19,200,000
|
|
|
MMBTU
|
WTI crude oil - long
|
|
12,930,000
|
|
|
12,565,000
|
|
|
365,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
Ultra-low sulfur diesel - short
|
|
11,490,000
|
|
|
11,125,000
|
|
|
365,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
Unleaded gasoline - short
|
|
1,440,000
|
|
|
1,440,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Barrels
|
|
|
Years Ended December 31,
|
||||||||||
Location of Gain Recognized in Income
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Cost of products sold
|
|
$
|
12,295
|
|
|
$
|
3,219
|
|
|
$
|
317
|
|
Operating expenses
|
|
573
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
12,868
|
|
|
$
|
3,219
|
|
|
$
|
317
|
|
Derivative Instrument
|
|
Total Outstanding Notional
|
|
Unit of Measure
|
|
|
|
|
|
|
|
Commodity price swap (WCS spread) - long
|
|
6,022,500
|
|
|
Barrels
|
Commodity price swap (WTI) - short
|
|
150,000
|
|
|
Barrels
|
Commodity price swap (gasoline) - short
|
|
192,000
|
|
|
Barrels
|
NYMEX futures (WTI) - long
|
|
234,000
|
|
|
Barrels
|
NYMEX futures (WTI) - short
|
|
1,091,000
|
|
|
Barrels
|
Physical contracts - long
|
|
540,000
|
|
|
Barrels
|
Physical contracts - short
|
|
540,000
|
|
|
Barrels
|
|
Unrealized Gain (Loss) Recognized in OCI
|
|
Loss Recognized in Earnings Due to Settlements
|
||||||
|
|
Location
|
|
Amount
|
|||||
|
|
|
(In thousands)
|
|
|
||||
Year Ended December 31, 2012
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
|
|
|
||||
Change in fair value
|
$
|
(4,418
|
)
|
|
|
|
|
||
Loss reclassified to earnings due to settlements
|
6,603
|
|
|
Interest expense
|
|
$
|
(6,603
|
)
|
|
Total
|
$
|
2,185
|
|
|
|
|
$
|
(6,603
|
)
|
|
|
|
|
|
|
||||
Year Ended December 31, 2011
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
|
|
|
||||
Change in fair value
|
$
|
(1,915
|
)
|
|
|
|
|
||
Loss reclassified to earnings due to settlements
|
5,477
|
|
|
Interest expense
|
|
$
|
(5,477
|
)
|
|
Total
|
$
|
3,562
|
|
|
|
|
$
|
(5,477
|
)
|
|
|
|
|
|
|
||||
Year Ended December 31, 2010
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
|
|
|
||||
Change in fair value
|
$
|
(7,596
|
)
|
|
|
|
|
||
Loss reclassified to earnings due to settlements
|
6,711
|
|
|
Interest expense
|
|
$
|
(6,711
|
)
|
|
Total
|
$
|
(885
|
)
|
|
|
|
$
|
(6,711
|
)
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
|
|
(In thousands)
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as cash flow hedging instruments:
|
||||||||||||
Commodity price swap contracts
|
|
Accrued liabilities
|
|
$
|
17,383
|
|
|
Accrued liabilities
|
|
$
|
28,054
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
9,774
|
|
|||
Variable-to-fixed interest rate swap contracts
|
|
|
|
|
|
Other long-term liabilities
|
|
3,430
|
|
|||
Total
|
|
|
|
$
|
17,383
|
|
|
|
|
$
|
41,258
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
||||||||||||
Commodity price swap contracts
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
51,717
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
51,717
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
|
|
(In thousands)
|
||||||||||
December 31, 2011
|
||||||||||||
Derivatives designated as cash flow hedging instruments:
|
||||||||||||
Commodity price swap contracts
|
|
Prepayments and other current assets
|
|
$
|
173,784
|
|
|
|
|
|
||
Variable-to-fixed interest rate swap contracts
|
|
|
|
|
|
Other long-term liabilities
|
|
$
|
520
|
|
||
Total
|
|
|
|
$
|
173,784
|
|
|
|
|
$
|
520
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
||||||||||||
Commodity price swap contracts
|
|
Prepayments and other current assets
|
|
$
|
1,870
|
|
|
Accrued liabilities
|
|
$
|
1,252
|
|
NOTE 15:
|
Income Taxes
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
797,406
|
|
|
$
|
499,535
|
|
|
$
|
30,999
|
|
State
|
135,148
|
|
|
91,316
|
|
|
4,473
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
70,671
|
|
|
(9,679
|
)
|
|
21,796
|
|
|||
State
|
24,737
|
|
|
819
|
|
|
2,044
|
|
|||
|
$
|
1,027,962
|
|
|
$
|
581,991
|
|
|
$
|
59,312
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Tax computed at statutory rate
|
$
|
975,798
|
|
|
$
|
574,682
|
|
|
$
|
67,327
|
|
State income taxes, net of federal tax benefit
|
110,739
|
|
|
64,284
|
|
|
4,372
|
|
|||
Domestic production activities deduction
|
(54,745
|
)
|
|
(32,194
|
)
|
|
(940
|
)
|
|||
Noncontrolling interest in net income
|
(12,783
|
)
|
|
(14,221
|
)
|
|
(11,315
|
)
|
|||
Uncertain tax positions
|
7,309
|
|
|
(12,125
|
)
|
|
—
|
|
|||
Other
|
1,644
|
|
|
1,565
|
|
|
(132
|
)
|
|||
|
$
|
1,027,962
|
|
|
$
|
581,991
|
|
|
$
|
59,312
|
|
|
December 31, 2012
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Deferred income taxes
|
|
|
|
|
|
||||||
Accrued employee benefits
|
$
|
13,285
|
|
|
$
|
—
|
|
|
$
|
13,285
|
|
Accrued post-retirement benefits
|
—
|
|
|
(563
|
)
|
|
(563
|
)
|
|||
Accrued environmental costs
|
5,096
|
|
|
—
|
|
|
5,096
|
|
|||
Hedging instruments
|
23,927
|
|
|
—
|
|
|
23,927
|
|
|||
Inventory differences
|
—
|
|
|
(181,634
|
)
|
|
(181,634
|
)
|
|||
Prepayments and other
|
—
|
|
|
(5,327
|
)
|
|
(5,327
|
)
|
|||
Total current
|
42,308
|
|
|
(187,524
|
)
|
|
(145,216
|
)
|
|||
Properties, plants and equipment (due primarily to tax in excess of book depreciation)
|
—
|
|
|
(539,338
|
)
|
|
(539,338
|
)
|
|||
Accrued post-retirement benefits
|
15,628
|
|
|
—
|
|
|
15,628
|
|
|||
Accrued environmental costs
|
18,963
|
|
|
—
|
|
|
18,963
|
|
|||
Hedging instruments
|
3,802
|
|
|
—
|
|
|
3,802
|
|
|||
Deferred turnaround costs
|
—
|
|
|
(60,167
|
)
|
|
(60,167
|
)
|
|||
Net operating loss and tax credit carryforwards
|
21,863
|
|
|
—
|
|
|
21,863
|
|
|||
Investment in HEP
|
—
|
|
|
(15,915
|
)
|
|
(15,915
|
)
|
|||
Debt fair value premiums
|
8,820
|
|
|
—
|
|
|
8,820
|
|
|||
Contingent liabilities
|
2,908
|
|
|
—
|
|
|
2,908
|
|
|||
Other
|
6,766
|
|
|
—
|
|
|
6,766
|
|
|||
Total noncurrent
|
78,750
|
|
|
(615,420
|
)
|
|
(536,670
|
)
|
|||
Total
|
$
|
121,058
|
|
|
$
|
(802,944
|
)
|
|
$
|
(681,886
|
)
|
|
December 31, 2011
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Deferred income taxes
|
|
|
|
|
|
||||||
Accrued employee benefits
|
$
|
22,791
|
|
|
$
|
—
|
|
|
$
|
22,791
|
|
Accrued post-retirement benefits
|
4,012
|
|
|
—
|
|
|
4,012
|
|
|||
Accrued environmental costs
|
2,253
|
|
|
—
|
|
|
2,253
|
|
|||
Inventory differences
|
—
|
|
|
(161,428
|
)
|
|
(161,428
|
)
|
|||
Deferred turnaround costs
|
—
|
|
|
(356
|
)
|
|
(356
|
)
|
|||
Prepayments and other
|
37,442
|
|
|
(80,397
|
)
|
|
(42,955
|
)
|
|||
Total current
|
66,498
|
|
|
(242,181
|
)
|
|
(175,683
|
)
|
|||
Properties, plants and equipment (due primarily to tax in excess of book depreciation)
|
—
|
|
|
(511,788
|
)
|
|
(511,788
|
)
|
|||
Accrued post-retirement benefits
|
41,873
|
|
|
—
|
|
|
41,873
|
|
|||
Accrued environmental costs
|
4,651
|
|
|
—
|
|
|
4,651
|
|
|||
Deferred turnaround costs
|
—
|
|
|
(22,971
|
)
|
|
(22,971
|
)
|
|||
Investment in HEP
|
—
|
|
|
(13,389
|
)
|
|
(13,389
|
)
|
|||
Other
|
42,618
|
|
|
(4,715
|
)
|
|
37,903
|
|
|||
Total noncurrent
|
89,142
|
|
|
(552,863
|
)
|
|
(463,721
|
)
|
|||
Total
|
$
|
155,640
|
|
|
$
|
(795,044
|
)
|
|
$
|
(639,404
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Balance at January 1
|
|
$
|
2,425
|
|
|
$
|
1,864
|
|
|
$
|
1,964
|
|
Additions due to merger with Frontier
|
|
—
|
|
|
22,577
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
|
10,305
|
|
|
73
|
|
|
6
|
|
|||
Reductions for tax positions of prior years
|
|
(89
|
)
|
|
(204
|
)
|
|
(106
|
)
|
|||
Settlements
|
|
—
|
|
|
(21,679
|
)
|
|
—
|
|
|||
Reductions for statute limitations
|
|
—
|
|
|
(206
|
)
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
12,641
|
|
|
$
|
2,425
|
|
|
$
|
1,864
|
|
NOTE 16:
|
Stockholders' Equity
|
|
|
Years Ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
|
|
(In thousands)
|
|||||||
Common shares outstanding at January 1
|
|
209,332,646
|
|
|
106,529,376
|
|
|
106,132,538
|
|
Common shares issued in connection with merger with Frontier
|
|
—
|
|
|
103,270,002
|
|
|
—
|
|
Issuance of common shares upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
80,400
|
|
Issuance of restricted stock, excluding restricted stock with performance feature
|
|
691,207
|
|
|
512,880
|
|
|
282,886
|
|
Vesting of performance units
|
|
869,231
|
|
|
233,134
|
|
|
140,286
|
|
Vesting of restricted stock with performance feature
|
|
146,400
|
|
|
124,332
|
|
|
12,300
|
|
Forfeitures of restricted stock
|
|
(3,975
|
)
|
|
(3,730
|
)
|
|
(30,084
|
)
|
Purchase of treasury stock
(1)
|
|
(7,484,013
|
)
|
|
(1,333,348
|
)
|
|
(88,950
|
)
|
Common shares outstanding at December 31
|
|
203,551,496
|
|
|
209,332,646
|
|
|
106,529,376
|
|
(1)
|
Includes
560,484
,
747,225
and
88,950
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.
|
NOTE 17:
|
Other Comprehensive Income (Loss)
|
|
|
Before-Tax
|
|
Tax Expense
(Benefit)
|
|
After-Tax
|
||||||
|
|
(In thousands)
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
||||||
Unrealized loss, net of reclassifications from sale or maturity, on available-for-sale securities
|
|
$
|
(236
|
)
|
|
$
|
(95
|
)
|
|
$
|
(141
|
)
|
Unrealized loss on hedging activities
|
|
(191,039
|
)
|
|
(74,846
|
)
|
|
(116,193
|
)
|
|||
Pension plan curtailment
|
|
7,102
|
|
|
2,763
|
|
|
4,339
|
|
|||
Change in minimum pension liability
|
|
(9,161
|
)
|
|
(3,564
|
)
|
|
(5,597
|
)
|
|||
Retirement medical plan amendment
|
|
53,450
|
|
|
20,792
|
|
|
32,658
|
|
|||
Other comprehensive loss
|
|
(139,884
|
)
|
|
(54,950
|
)
|
|
(84,934
|
)
|
|||
Less other comprehensive income attributable to noncontrolling interest
|
|
1,364
|
|
|
—
|
|
|
1,364
|
|
|||
Other comprehensive loss attributable to HollyFrontier stockholders
|
|
$
|
(141,248
|
)
|
|
$
|
(54,950
|
)
|
|
$
|
(86,298
|
)
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
||||||
Unrealized loss on available-for-sale securities
|
|
$
|
(516
|
)
|
|
$
|
(199
|
)
|
|
$
|
(317
|
)
|
Unrealized gain on hedging activities
|
|
176,936
|
|
|
67,732
|
|
|
109,204
|
|
|||
Change in minimum pension liability
|
|
(71
|
)
|
|
(28
|
)
|
|
(43
|
)
|
|||
Change in retirement medical obligation
|
|
(3,515
|
)
|
|
(1,367
|
)
|
|
(2,148
|
)
|
|||
Other comprehensive income
|
|
172,834
|
|
|
66,138
|
|
|
106,696
|
|
|||
Less other comprehensive income attributable to noncontrolling interest
|
|
2,815
|
|
|
—
|
|
|
2,815
|
|
|||
Other comprehensive income attributable to HollyFrontier stockholders
|
|
$
|
170,019
|
|
|
$
|
66,138
|
|
|
$
|
103,881
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale securities
|
|
$
|
114
|
|
|
$
|
42
|
|
|
$
|
72
|
|
Unrealized loss on hedging activities
|
|
(923
|
)
|
|
275
|
|
|
(1,198
|
)
|
|||
Change in minimum pension liability
|
|
(1,470
|
)
|
|
(572
|
)
|
|
(898
|
)
|
|||
Change in retirement medical obligation
|
|
(238
|
)
|
|
(93
|
)
|
|
(145
|
)
|
|||
Other comprehensive loss
|
|
(2,517
|
)
|
|
(348
|
)
|
|
(2,169
|
)
|
|||
Less other comprehensive loss attributable to noncontrolling interest
|
|
(1,623
|
)
|
|
—
|
|
|
(1,623
|
)
|
|||
Other comprehensive loss attributable to HollyFrontier stockholders
|
|
$
|
(894
|
)
|
|
$
|
(348
|
)
|
|
$
|
(546
|
)
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Pension obligation
|
|
$
|
(23,973
|
)
|
|
$
|
(22,715
|
)
|
Retirement medical obligation
|
|
28,605
|
|
|
(4,042
|
)
|
||
Unrealized gain (loss) on available-for-sale securities
|
|
(7
|
)
|
|
134
|
|
||
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest
|
|
(13,050
|
)
|
|
104,496
|
|
||
Accumulated other comprehensive income (loss)
|
|
$
|
(8,425
|
)
|
|
$
|
77,873
|
|
NOTE 18:
|
Retirement Plan
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Change in plan's benefit obligation
|
|
|
|
||||
Pension plan's benefit obligation - beginning of year
|
$
|
93,378
|
|
|
$
|
94,083
|
|
Service cost
|
679
|
|
|
5,070
|
|
||
Interest cost
|
3,962
|
|
|
5,125
|
|
||
Benefits paid
|
(1,379
|
)
|
|
(1,347
|
)
|
||
Actuarial loss
|
13,203
|
|
|
16,108
|
|
||
Settlements paid
|
(7,256
|
)
|
|
(10,510
|
)
|
||
Curtailment
|
(7,102
|
)
|
|
(15,151
|
)
|
||
Pension plan's benefit obligation - end of year
|
$
|
95,485
|
|
|
$
|
93,378
|
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Change in pension plan assets
|
|
|
|
||||
Fair value of plan assets - beginning of year
|
$
|
61,398
|
|
|
$
|
64,490
|
|
Actual return on plan assets
|
2,615
|
|
|
(1,235
|
)
|
||
Benefits paid
|
(1,379
|
)
|
|
(1,347
|
)
|
||
Employer contributions
|
22,379
|
|
|
10,000
|
|
||
Settlements paid
|
(7,256
|
)
|
|
(10,510
|
)
|
||
Fair value of plan assets - end of year
|
$
|
77,757
|
|
|
$
|
61,398
|
|
|
|
|
|
||||
Funded status
|
|
|
|
||||
Under-funded balance
|
$
|
(17,728
|
)
|
|
$
|
(31,980
|
)
|
|
|
|
|
||||
Amounts recognized in consolidated balance sheets
|
|
|
|
||||
Accrued pension liability
|
$
|
(17,728
|
)
|
|
$
|
(31,980
|
)
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
||||
Cumulative actuarial loss
|
$
|
(37,589
|
)
|
|
$
|
(35,094
|
)
|
Prior service cost
|
—
|
|
|
(966
|
)
|
||
Total
|
$
|
(37,589
|
)
|
|
$
|
(36,060
|
)
|
|
December 31,
|
||||
|
2012
|
|
2011
|
||
|
|
|
|
||
Discount rate
|
3.95
|
%
|
|
4.60
|
%
|
Rate of future compensation increases
|
N/A
|
|
|
4.00
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Service cost – benefit earned during the year
|
|
$
|
679
|
|
|
$
|
5,070
|
|
|
$
|
4,595
|
|
Interest cost on projected benefit obligations
|
|
3,962
|
|
|
5,125
|
|
|
5,154
|
|
|||
Expected return on plan assets
|
|
(3,798
|
)
|
|
(5,230
|
)
|
|
(4,576
|
)
|
|||
Amortization of prior service cost
|
|
67
|
|
|
390
|
|
|
390
|
|
|||
Amortization of net loss
|
|
1,933
|
|
|
2,126
|
|
|
2,196
|
|
|||
Effect of settlements
|
|
2,855
|
|
|
3,951
|
|
|
—
|
|
|||
Effect of curtailment
|
|
899
|
|
|
1,065
|
|
|
—
|
|
|||
Net periodic pension expense
|
|
$
|
6,597
|
|
|
$
|
12,497
|
|
|
$
|
7,759
|
|
|
December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
|
|
|
|
|
|||
Discount rate
|
4.60
|
%
|
|
5.65
|
%
|
|
6.20
|
%
|
Rate of future compensation increases
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Expected long-term rate of return on assets
|
6.50
|
%
|
|
8.00
|
%
|
|
8.50
|
%
|
|
|
Target Allocation
|
|
Percentage of Plan Assets at December31,
|
|||||
Asset Category
|
|
2013
|
|
2012
|
|
2011
|
|||
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
100
|
%
|
|
93
|
%
|
|
—
|
%
|
Debt securities
|
|
—
|
%
|
|
—
|
%
|
|
62
|
%
|
Equity securities
|
|
—
|
%
|
|
—
|
%
|
|
30
|
%
|
Alternative investments
|
|
—
|
%
|
|
7
|
%
|
|
8
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
Change in plans' benefit obligation
|
|
|
|
|
|
|||
Post-retirement plans' benefit obligation - beginning of year
|
|
$
|
77,303
|
|
|
$
|
7,862
|
|
Service cost
|
|
1,892
|
|
|
1,569
|
|
||
Interest cost
|
|
3,519
|
|
|
2,193
|
|
||
Participant contributions
|
|
760
|
|
|
460
|
|
||
Amendments
|
|
(49,399
|
)
|
|
(5,387
|
)
|
||
Plan benefits paid
|
|
(1,275
|
)
|
|
(1,105
|
)
|
||
Plan combinations
|
|
—
|
|
|
62,632
|
|
||
Actuarial (gain) loss
|
|
(6,003
|
)
|
|
9,079
|
|
||
Post-retirement plans' benefit obligation - end of year
|
|
$
|
26,797
|
|
|
$
|
77,303
|
|
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets - beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
515
|
|
|
645
|
|
||
Participant contributions
|
|
760
|
|
|
460
|
|
||
Benefits paid
|
|
(1,275
|
)
|
|
$
|
(1,105
|
)
|
|
Fair value of plan assets - end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Funded status
|
|
|
|
|
||||
Under-funded balance
|
|
$
|
(26,797
|
)
|
|
$
|
(77,303
|
)
|
|
|
|
|
|
||||
Amounts recognized in consolidated balance sheets
|
|
|
|
|
||||
Accrued post-retirement liability
|
|
$
|
(26,797
|
)
|
|
$
|
(77,303
|
)
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Actuarial loss
|
|
$
|
5,359
|
|
|
$
|
11,631
|
|
Transition obligation
|
|
—
|
|
|
—
|
|
||
Prior service cost
|
|
(52,174
|
)
|
|
(4,997
|
)
|
||
Total
|
|
$
|
(46,815
|
)
|
|
$
|
6,634
|
|
|
December 31,
|
||||
|
2012
|
|
2011
|
||
|
|
|
|
||
Discount rate
|
3.45
|
%
|
|
4.60
|
%
|
Current health care trend rate
|
8.10
|
%
|
|
8.40
|
%
|
Ultimate health care trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Year rate reaches ultimate trend rate
|
2023
|
|
|
2023
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
Service cost – benefit earned during the year
|
|
$
|
1,892
|
|
|
$
|
1,569
|
|
|
$
|
926
|
|
Interest cost on projected benefit obligations
|
|
3,519
|
|
|
2,193
|
|
|
351
|
|
|||
Amortization of transition obligation
|
|
—
|
|
|
44
|
|
|
44
|
|
|||
Amortization of prior service cost (credit)
|
|
(2,221
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of net loss
|
|
269
|
|
|
114
|
|
|
98
|
|
|||
Net periodic pension expense
|
|
$
|
3,459
|
|
|
$
|
3,920
|
|
|
$
|
1,419
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
|
|
|
|
|
|||
Discount rate
|
4.60
|
%
|
|
5.75
|
%
|
|
5.50
|
%
|
Current health care trend rate
|
8.40
|
%
|
|
8.70
|
%
|
|
9.00
|
%
|
Ultimate health care trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year rate reaches ultimate trend rate
|
|
|
2023
|
|
|
2023
|
|
|
1% Point Increase
|
|
1% Point Decrease
|
||||
|
(In thousands)
|
||||||
Service cost
|
$
|
506
|
|
|
$
|
(377
|
)
|
Interest cost
|
$
|
778
|
|
|
$
|
(548
|
)
|
Year-end accumulated post-retirement benefit obligation
|
$
|
1,745
|
|
|
$
|
(1,461
|
)
|
NOTE 19:
|
Lease Commitments
|
|
(In thousands)
|
||
2013
|
$
|
29,228
|
|
2014
|
27,119
|
|
|
2015
|
20,044
|
|
|
2016
|
16,345
|
|
|
2017
|
11,754
|
|
|
Thereafter
|
9,765
|
|
|
Total
|
$
|
114,255
|
|
NOTE 20:
|
Contingencies and Contractual Commitments
|
NOTE 21:
|
Segment Information
|
|
|
Refining
(1)
|
|
HEP
(2)
|
|
Corporate
and Other
|
|
Consolidations
and Eliminations
|
|
Consolidated
Total
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other revenues
|
|
$
|
20,042,955
|
|
|
$
|
288,501
|
|
|
$
|
1,048
|
|
|
$
|
(241,780
|
)
|
|
$
|
20,090,724
|
|
Depreciation and amortization
|
|
$
|
181,247
|
|
|
$
|
57,789
|
|
|
$
|
4,660
|
|
|
$
|
(828
|
)
|
|
$
|
242,868
|
|
Income (loss) from operations
|
|
$
|
2,879,383
|
|
|
$
|
133,723
|
|
|
$
|
(126,840
|
)
|
|
$
|
(2,120
|
)
|
|
$
|
2,884,146
|
|
Capital expenditures
|
|
$
|
278,705
|
|
|
$
|
44,929
|
|
|
$
|
11,629
|
|
|
$
|
—
|
|
|
$
|
335,263
|
|
Total assets
|
|
$
|
6,702,872
|
|
|
$
|
1,426,800
|
|
|
$
|
2,531,967
|
|
|
$
|
(332,642
|
)
|
|
$
|
10,328,997
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other revenues
|
|
$
|
15,392,430
|
|
|
$
|
212,995
|
|
|
$
|
1,098
|
|
|
$
|
(166,995
|
)
|
|
$
|
15,439,528
|
|
Depreciation and amortization
|
|
$
|
122,437
|
|
|
$
|
33,288
|
|
|
$
|
4,810
|
|
|
$
|
(828
|
)
|
|
$
|
159,707
|
|
Income (loss) from operations
|
|
$
|
1,739,068
|
|
|
$
|
110,102
|
|
|
$
|
(117,677
|
)
|
|
$
|
55
|
|
|
$
|
1,731,548
|
|
Capital expenditures
|
|
$
|
148,699
|
|
|
$
|
216,215
|
|
|
$
|
9,327
|
|
|
$
|
—
|
|
|
$
|
374,241
|
|
Total assets
|
|
$
|
6,576,966
|
|
|
$
|
1,418,660
|
|
|
$
|
1,997,600
|
|
|
$
|
(416,983
|
)
|
|
$
|
9,576,243
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other revenues
|
|
$
|
8,287,000
|
|
|
$
|
182,093
|
|
|
$
|
412
|
|
|
$
|
(146,576
|
)
|
|
$
|
8,322,929
|
|
Depreciation and amortization
|
|
$
|
84,587
|
|
|
$
|
28,949
|
|
|
$
|
4,675
|
|
|
$
|
(682
|
)
|
|
$
|
117,529
|
|
Income (loss) from operations
|
|
$
|
242,466
|
|
|
$
|
92,287
|
|
|
$
|
(69,555
|
)
|
|
$
|
(2,200
|
)
|
|
$
|
262,998
|
|
Capital expenditures
|
|
$
|
102,034
|
|
|
$
|
109,510
|
|
|
$
|
1,688
|
|
|
$
|
—
|
|
|
$
|
213,232
|
|
NOTE 22:
|
Supplemental Guarantor/Non-Guarantor Financial Information
|
Condensed Consolidating Statement of Income and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Year Ended December 31, 2012
|
|
Parent
|
|
Guarantor
Restricted
Subsidiaries
|
|
Non-
Guarantor
Restricted
Subsidiaries
|
|
Eliminations
|
|
HollyFrontier
Corp. Before
Consolidation
of HEP
|
|
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||||||
Sales and other revenues
|
|
$
|
494
|
|
|
$
|
20,043,335
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
20,044,003
|
|
|
$
|
288,501
|
|
|
$
|
(241,780
|
)
|
|
$
|
20,090,724
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of products sold
|
|
—
|
|
|
16,078,948
|
|
|
—
|
|
|
—
|
|
|
16,078,948
|
|
|
—
|
|
|
(238,305
|
)
|
|
15,840,643
|
|
||||||||
Operating expenses
|
|
—
|
|
|
906,098
|
|
|
—
|
|
|
—
|
|
|
906,098
|
|
|
89,395
|
|
|
(527
|
)
|
|
994,966
|
|
||||||||
General and administrative
|
|
118,860
|
|
|
1,519
|
|
|
128
|
|
|
—
|
|
|
120,507
|
|
|
7,594
|
|
|
—
|
|
|
128,101
|
|
||||||||
Depreciation and amortization
|
|
4,172
|
|
|
181,735
|
|
|
—
|
|
|
—
|
|
|
185,907
|
|
|
57,789
|
|
|
(828
|
)
|
|
242,868
|
|
||||||||
Total operating costs and expenses
|
|
123,032
|
|
|
17,168,300
|
|
|
128
|
|
|
—
|
|
|
17,291,460
|
|
|
154,778
|
|
|
(239,660
|
)
|
|
17,206,578
|
|
||||||||
Income (loss) from operations
|
|
(122,538
|
)
|
|
2,875,035
|
|
|
46
|
|
|
—
|
|
|
2,752,543
|
|
|
133,723
|
|
|
(2,120
|
)
|
|
2,884,146
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnings of equity method investments
|
|
2,921,077
|
|
|
49,347
|
|
|
49,066
|
|
|
(2,970,865
|
)
|
|
48,625
|
|
|
3,364
|
|
|
(49,066
|
)
|
|
2,923
|
|
||||||||
Interest income (expense)
|
|
(41,564
|
)
|
|
(3,631
|
)
|
|
676
|
|
|
—
|
|
|
(44,519
|
)
|
|
(57,219
|
)
|
|
2,338
|
|
|
(99,400
|
)
|
||||||||
Gain on sale of marketable securities
|
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
326
|
|
||||||||
|
|
2,879,513
|
|
|
46,042
|
|
|
49,742
|
|
|
(2,970,865
|
)
|
|
4,432
|
|
|
(53,855
|
)
|
|
(46,728
|
)
|
|
(96,151
|
)
|
||||||||
Income before income taxes
|
|
2,756,975
|
|
|
2,921,077
|
|
|
49,788
|
|
|
(2,970,865
|
)
|
|
2,756,975
|
|
|
79,868
|
|
|
(48,848
|
)
|
|
2,787,995
|
|
||||||||
Income tax provision
|
|
1,027,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,027,591
|
|
|
371
|
|
|
—
|
|
|
1,027,962
|
|
||||||||
Net income
|
|
1,729,384
|
|
|
2,921,077
|
|
|
49,788
|
|
|
(2,970,865
|
)
|
|
1,729,384
|
|
|
79,497
|
|
|
(48,848
|
)
|
|
1,760,033
|
|
||||||||
Less net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,861
|
|
|
—
|
|
|
32,861
|
|
||||||||
Net income attributable to HollyFrontier stockholders
|
|
$
|
1,729,384
|
|
|
$
|
2,921,077
|
|
|
$
|
49,788
|
|
|
$
|
(2,970,865
|
)
|
|
$
|
1,729,384
|
|
|
$
|
46,636
|
|
|
$
|
(48,848
|
)
|
|
$
|
1,727,172
|
|
Comprehensive income attributable to HollyFrontier stockholders
|
|
$
|
1,835,488
|
|
|
$
|
2,727,854
|
|
|
$
|
49,788
|
|
|
$
|
(2,970,865
|
)
|
|
$
|
1,642,265
|
|
|
$
|
47,457
|
|
|
$
|
(48,848
|
)
|
|
$
|
1,640,874
|
|
Condensed Consolidating Statement of Income and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Year Ended December 31, 2010
|
|
Parent
|
|
Guarantor
Restricted Subsidiaries |
|
Non-
Guarantor Restricted Subsidiaries |
|
Eliminations
|
|
HollyFrontier
Corp. Before Consolidation of HEP |
|
Non-Guarantor
Non-Restricted Subsidiaries (HEP Segment) |
|
Eliminations
|
|
Consolidated
|
||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||||||
Sales and other revenues
|
|
$
|
412
|
|
|
$
|
8,287,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,287,412
|
|
|
$
|
182,093
|
|
|
$
|
(146,576
|
)
|
|
$
|
8,322,929
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of products sold
|
|
—
|
|
|
7,510,357
|
|
|
—
|
|
|
—
|
|
|
7,510,357
|
|
|
—
|
|
|
(143,208
|
)
|
|
7,367,149
|
|
||||||||
Operating expenses
|
|
2,411
|
|
|
449,349
|
|
|
2
|
|
|
—
|
|
|
451,762
|
|
|
53,138
|
|
|
(486
|
)
|
|
504,414
|
|
||||||||
General and administrative
|
|
62,130
|
|
|
990
|
|
|
—
|
|
|
—
|
|
|
63,120
|
|
|
7,719
|
|
|
—
|
|
|
70,839
|
|
||||||||
Depreciation and amortization
|
|
3,745
|
|
|
85,517
|
|
|
—
|
|
|
—
|
|
|
89,262
|
|
|
28,949
|
|
|
(682
|
)
|
|
117,529
|
|
||||||||
Total operating costs and expenses
|
|
68,286
|
|
|
8,046,213
|
|
|
2
|
|
|
—
|
|
|
8,114,501
|
|
|
89,806
|
|
|
(144,376
|
)
|
|
8,059,931
|
|
||||||||
Income (loss) from operations
|
|
(67,874
|
)
|
|
240,787
|
|
|
(2
|
)
|
|
—
|
|
|
172,911
|
|
|
92,287
|
|
|
(2,200
|
)
|
|
262,998
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnings of equity method investments
|
|
265,367
|
|
|
30,036
|
|
|
29,998
|
|
|
(295,403
|
)
|
|
29,998
|
|
|
2,393
|
|
|
(29,998
|
)
|
|
2,393
|
|
||||||||
Interest income (expense)
|
|
(33,838
|
)
|
|
(5,456
|
)
|
|
40
|
|
|
—
|
|
|
(39,254
|
)
|
|
(36,240
|
)
|
|
2,466
|
|
|
(73,028
|
)
|
||||||||
|
|
231,529
|
|
|
24,580
|
|
|
30,038
|
|
|
(295,403
|
)
|
|
(9,256
|
)
|
|
(33,847
|
)
|
|
(27,532
|
)
|
|
(70,635
|
)
|
||||||||
Income before income taxes
|
|
163,655
|
|
|
265,367
|
|
|
30,036
|
|
|
(295,403
|
)
|
|
163,655
|
|
|
58,440
|
|
|
(29,732
|
)
|
|
192,363
|
|
||||||||
Income tax provision
|
|
59,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,016
|
|
|
296
|
|
|
—
|
|
|
59,312
|
|
||||||||
Net income
|
|
104,639
|
|
|
265,367
|
|
|
30,036
|
|
|
(295,403
|
)
|
|
104,639
|
|
|
58,144
|
|
|
(29,732
|
)
|
|
133,051
|
|
||||||||
Less net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,087
|
|
|
—
|
|
|
29,087
|
|
||||||||
Net income attributable to HollyFrontier stockholders
|
|
$
|
104,639
|
|
|
$
|
265,367
|
|
|
$
|
30,036
|
|
|
$
|
(295,403
|
)
|
|
$
|
104,639
|
|
|
$
|
29,057
|
|
|
$
|
(29,732
|
)
|
|
$
|
103,964
|
|
Comprehensive income attributable to HollyFrontier stockholders
|
|
$
|
103,279
|
|
|
$
|
265,443
|
|
|
$
|
30,036
|
|
|
$
|
(295,403
|
)
|
|
$
|
103,355
|
|
|
$
|
29,795
|
|
|
$
|
(29,732
|
)
|
|
$
|
103,418
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Year Ended December 31, 2012
|
|
Parent
|
|
Guarantor
Restricted
Subsidiaries
|
|
Non-
Guarantor
Restricted
Subsidiaries
|
|
HollyFrontier
Corp. Before
Consolidation
of HEP
|
|
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Cash flows from operating activities
|
|
$
|
1,596,358
|
|
|
$
|
(33,004
|
)
|
|
$
|
1,286
|
|
|
$
|
1,564,640
|
|
|
$
|
162,036
|
|
|
$
|
(63,989
|
)
|
|
$
|
1,662,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Additions to properties, plants and equip
|
|
(7,965
|
)
|
|
(282,369
|
)
|
|
—
|
|
|
(290,334
|
)
|
|
—
|
|
|
—
|
|
|
(290,334
|
)
|
|||||||
Additions to properties, plants and equip – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,929
|
)
|
|
—
|
|
|
(44,929
|
)
|
|||||||
Investment in Sabine Biofuels
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||||||
Purchases of marketable securities
|
|
(671,552
|
)
|
|
—
|
|
|
—
|
|
|
(671,552
|
)
|
|
—
|
|
|
—
|
|
|
(671,552
|
)
|
|||||||
Sales and maturities of marketable securities
|
|
296,780
|
|
|
931
|
|
|
—
|
|
|
297,711
|
|
|
—
|
|
|
—
|
|
|
297,711
|
|
|||||||
|
|
(382,737
|
)
|
|
(283,438
|
)
|
|
—
|
|
|
(666,175
|
)
|
|
(44,929
|
)
|
|
—
|
|
|
(711,104
|
)
|
|||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net borrowings under credit agreement – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,000
|
|
|
—
|
|
|
221,000
|
|
|||||||
Repayment of promissory notes
|
|
—
|
|
|
72,900
|
|
|
—
|
|
|
72,900
|
|
|
(72,900
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net proceeds from issuance of senior notes - HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,750
|
|
|
—
|
|
|
294,750
|
|
|||||||
Principal tender on senior notes
|
|
(205,000
|
)
|
|
—
|
|
|
—
|
|
|
(205,000
|
)
|
|
—
|
|
|
—
|
|
|
(205,000
|
)
|
|||||||
Principal tender on senior notes - HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,000
|
)
|
|
—
|
|
|
(185,000
|
)
|
|||||||
Purchase of treasury stock
|
|
(209,600
|
)
|
|
—
|
|
|
—
|
|
|
(209,600
|
)
|
|
—
|
|
|
—
|
|
|
(209,600
|
)
|
|||||||
Structured stock repurchase agreement
|
|
8,620
|
|
|
—
|
|
|
—
|
|
|
8,620
|
|
|
—
|
|
|
—
|
|
|
8,620
|
|
|||||||
Contribution from joint venture partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
6,000
|
|
|||||||
Contribution from general partner
|
|
—
|
|
|
(9,000
|
)
|
|
(1,286
|
)
|
|
(10,286
|
)
|
|
10,286
|
|
|
—
|
|
|
—
|
|
|||||||
Distribution from HEP upon UNEV transfer
|
|
—
|
|
|
260,922
|
|
|
—
|
|
|
260,922
|
|
|
(260,922
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
|
(658,085
|
)
|
|
—
|
|
|
—
|
|
|
(658,085
|
)
|
|
—
|
|
|
—
|
|
|
(658,085
|
)
|
|||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,777
|
)
|
|
63,989
|
|
|
(58,788
|
)
|
|||||||
Excess tax benefit from equity-based compensation
|
|
23,361
|
|
|
—
|
|
|
—
|
|
|
23,361
|
|
|
—
|
|
|
—
|
|
|
23,361
|
|
|||||||
Purchase of units for incentive grants - HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,240
|
)
|
|
—
|
|
|
(5,240
|
)
|
|||||||
Deferred financing costs
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
|
(3,238
|
)
|
|
—
|
|
|
(3,305
|
)
|
|||||||
Other
|
|
—
|
|
|
(1,303
|
)
|
|
—
|
|
|
(1,303
|
)
|
|
(198
|
)
|
|
—
|
|
|
(1,501
|
)
|
|||||||
|
|
(1,040,704
|
)
|
|
323,452
|
|
|
(1,286
|
)
|
|
(718,538
|
)
|
|
(118,239
|
)
|
|
63,989
|
|
|
(772,788
|
)
|
|||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Increase (decrease) for the period
|
|
172,917
|
|
|
7,010
|
|
|
—
|
|
|
179,927
|
|
|
(1,132
|
)
|
|
—
|
|
|
178,795
|
|
|||||||
Beginning of period
|
|
1,575,891
|
|
|
(3,358
|
)
|
|
2
|
|
|
1,572,535
|
|
|
6,369
|
|
|
—
|
|
|
1,578,904
|
|
|||||||
End of period
|
|
$
|
1,748,808
|
|
|
$
|
3,652
|
|
|
$
|
2
|
|
|
$
|
1,752,462
|
|
|
$
|
5,237
|
|
|
$
|
—
|
|
|
$
|
1,757,699
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Year Ended December 31, 2011
|
|
Parent
|
|
Guarantor
Restricted
Subsidiaries
|
|
Non-
Guarantor
Restricted
Subsidiaries
|
|
HollyFrontier
Corp. Before
Consolidation
of HEP
|
|
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Cash flows from operating activities
|
|
$
|
1,933,208
|
|
|
$
|
(669,379
|
)
|
|
$
|
5,887
|
|
|
$
|
1,269,716
|
|
|
$
|
108,948
|
|
|
$
|
(40,273
|
)
|
|
$
|
1,338,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Additions to properties, plants and equip
|
|
(7,585
|
)
|
|
(150,441
|
)
|
|
—
|
|
|
(158,026
|
)
|
|
—
|
|
|
—
|
|
|
(158,026
|
)
|
|||||||
Additions to properties, plants and equip – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216,215
|
)
|
|
—
|
|
|
(216,215
|
)
|
|||||||
Increase in cash due to merger with Frontier
|
|
182
|
|
|
872,557
|
|
|
—
|
|
|
872,739
|
|
|
—
|
|
|
—
|
|
|
872,739
|
|
|||||||
Investment in Sabine Biofuels
|
|
(9,125
|
)
|
|
—
|
|
|
—
|
|
|
(9,125
|
)
|
|
—
|
|
|
—
|
|
|
(9,125
|
)
|
|||||||
Purchases of marketable securities
|
|
(561,899
|
)
|
|
—
|
|
|
—
|
|
|
(561,899
|
)
|
|
—
|
|
|
—
|
|
|
(561,899
|
)
|
|||||||
Sales and maturities of marketable securities
|
|
301,020
|
|
|
—
|
|
|
—
|
|
|
301,020
|
|
|
—
|
|
|
—
|
|
|
301,020
|
|
|||||||
|
|
(277,407
|
)
|
|
722,116
|
|
|
—
|
|
|
444,709
|
|
|
(216,215
|
)
|
|
—
|
|
|
228,494
|
|
|||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net borrowings under credit agreement – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,000
|
|
|
—
|
|
|
41,000
|
|
|||||||
Repayments of promissory notes
|
|
—
|
|
|
77,100
|
|
|
—
|
|
|
77,100
|
|
|
(77,100
|
)
|
|
—
|
|
|
—
|
|
|||||||
Proceeds from issuance of common units – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,815
|
|
|
—
|
|
|
75,815
|
|
|||||||
Purchase of treasury stock
|
|
(42,795
|
)
|
|
—
|
|
|
—
|
|
|
(42,795
|
)
|
|
—
|
|
|
—
|
|
|
(42,795
|
)
|
|||||||
Principal tender on senior notes – HFC
|
|
(8,203
|
)
|
|
—
|
|
|
—
|
|
|
(8,203
|
)
|
|
—
|
|
|
—
|
|
|
(8,203
|
)
|
|||||||
Contribution to HEP
|
|
—
|
|
|
(123,000
|
)
|
|
(5,887
|
)
|
|
(128,887
|
)
|
|
128,887
|
|
|
—
|
|
|
—
|
|
|||||||
Contribution from UNEV joint venture partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,500
|
|
|
—
|
|
|
33,500
|
|
|||||||
Dividends
|
|
(252,133
|
)
|
|
—
|
|
|
—
|
|
|
(252,133
|
)
|
|
—
|
|
|
—
|
|
|
(252,133
|
)
|
|||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,506
|
)
|
|
40,632
|
|
|
(50,874
|
)
|
|||||||
Excess tax benefit from equity-based compensation
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
|||||||
Purchase of units for restricted grants - HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,641
|
)
|
|
—
|
|
|
(1,641
|
)
|
|||||||
Deferred financing costs
|
|
(8,665
|
)
|
|
—
|
|
|
—
|
|
|
(8,665
|
)
|
|
(3,150
|
)
|
|
—
|
|
|
(11,815
|
)
|
|||||||
Other
|
|
—
|
|
|
(1,160
|
)
|
|
—
|
|
|
(1,160
|
)
|
|
(221
|
)
|
|
(359
|
)
|
|
(1,740
|
)
|
|||||||
|
|
(309,992
|
)
|
|
(47,060
|
)
|
|
(5,887
|
)
|
|
(362,939
|
)
|
|
105,584
|
|
|
40,273
|
|
|
(217,082
|
)
|
|||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Increase (decrease) for the period:
|
|
1,345,809
|
|
|
5,677
|
|
|
—
|
|
|
1,351,486
|
|
|
(1,683
|
)
|
|
—
|
|
|
1,349,803
|
|
|||||||
Beginning of period
|
|
230,082
|
|
|
(9,035
|
)
|
|
2
|
|
|
221,049
|
|
|
8,052
|
|
|
—
|
|
|
229,101
|
|
|||||||
End of period
|
|
$
|
1,575,891
|
|
|
$
|
(3,358
|
)
|
|
$
|
2
|
|
|
$
|
1,572,535
|
|
|
$
|
6,369
|
|
|
$
|
—
|
|
|
$
|
1,578,904
|
|
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Year Ended December 31, 2010
|
|
Parent
|
|
Guarantor
Restricted
Subsidiaries
|
|
Non-
Guarantor
Restricted
Subsidiaries
|
|
HollyFrontier
Corp. Before
Consolidation
of HEP
|
|
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Cash flows from operating activities
|
|
$
|
140,934
|
|
|
$
|
70,949
|
|
|
$
|
—
|
|
|
$
|
211,883
|
|
|
$
|
107,721
|
|
|
$
|
(36,349
|
)
|
|
$
|
283,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Additions to properties, plants and equip
|
|
(1,573
|
)
|
|
(102,149
|
)
|
|
—
|
|
|
(103,722
|
)
|
|
—
|
|
|
—
|
|
|
(103,722
|
)
|
|||||||
Additions to properties, plants and equip – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,510
|
)
|
|
—
|
|
|
(109,510
|
)
|
|||||||
Proceeds from sale of assets
|
|
—
|
|
|
39,040
|
|
|
—
|
|
|
39,040
|
|
|
(39,040
|
)
|
|
—
|
|
|
—
|
|
|||||||
|
|
(1,573
|
)
|
|
(63,109
|
)
|
|
—
|
|
|
(64,682
|
)
|
|
(148,550
|
)
|
|
—
|
|
|
(213,232
|
)
|
|||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net repayments under credit agreement – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,000
|
)
|
|
—
|
|
|
(47,000
|
)
|
|||||||
Proceeds from issuance of senior notes – HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,540
|
|
|
—
|
|
|
147,540
|
|
|||||||
Purchase of treasury stock
|
|
(1,368
|
)
|
|
—
|
|
|
—
|
|
|
(1,368
|
)
|
|
—
|
|
|
—
|
|
|
(1,368
|
)
|
|||||||
Contribution to HEP
|
|
—
|
|
|
(57,000
|
)
|
|
—
|
|
|
(57,000
|
)
|
|
57,000
|
|
|
—
|
|
|
—
|
|
|||||||
Contribution from UNEV joint venture partner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,500
|
|
|
—
|
|
|
23,500
|
|
|||||||
Dividends
|
|
(31,868
|
)
|
|
—
|
|
|
—
|
|
|
(31,868
|
)
|
|
—
|
|
|
—
|
|
|
(31,868
|
)
|
|||||||
Purchase price in excess of transferred basis in assets
|
|
—
|
|
|
54,046
|
|
|
—
|
|
|
54,046
|
|
|
(54,046
|
)
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84,426
|
)
|
|
35,933
|
|
|
(48,493
|
)
|
|||||||
Excess tax benefit from equity-based compensation
|
|
(1,094
|
)
|
|
—
|
|
|
—
|
|
|
(1,094
|
)
|
|
—
|
|
|
—
|
|
|
(1,094
|
)
|
|||||||
Purchase of units for restricted grants - HEP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,704
|
)
|
|
—
|
|
|
(2,704
|
)
|
|||||||
Deferred financing costs
|
|
(2,627
|
)
|
|
—
|
|
|
—
|
|
|
(2,627
|
)
|
|
(494
|
)
|
|
—
|
|
|
(3,121
|
)
|
|||||||
Other
|
|
118
|
|
|
(1,444
|
)
|
|
—
|
|
|
(1,326
|
)
|
|
—
|
|
|
416
|
|
|
(910
|
)
|
|||||||
|
|
(36,839
|
)
|
|
(4,398
|
)
|
|
—
|
|
|
(41,237
|
)
|
|
39,370
|
|
|
36,349
|
|
|
34,482
|
|
|||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Increase (decrease) for the period:
|
|
102,522
|
|
|
3,442
|
|
|
—
|
|
|
105,964
|
|
|
(1,459
|
)
|
|
—
|
|
|
104,505
|
|
|||||||
Beginning of period
|
|
127,560
|
|
|
(12,477
|
)
|
|
2
|
|
|
115,085
|
|
|
9,511
|
|
|
—
|
|
|
124,596
|
|
|||||||
End of period
|
|
$
|
230,082
|
|
|
$
|
(9,035
|
)
|
|
$
|
2
|
|
|
$
|
221,049
|
|
|
$
|
8,052
|
|
|
$
|
—
|
|
|
$
|
229,101
|
|
NOTE 23:
|
Significant Customers
|
NOTE 24:
|
Quarterly Information (Unaudited)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other revenues
|
$
|
4,931,738
|
|
|
$
|
4,806,681
|
|
|
$
|
5,204,798
|
|
|
$
|
5,147,507
|
|
|
$
|
20,090,724
|
|
Operating costs and expenses
|
$
|
4,512,174
|
|
|
$
|
3,993,544
|
|
|
$
|
4,226,494
|
|
|
$
|
4,474,366
|
|
|
$
|
17,206,578
|
|
Income from operations
|
$
|
419,564
|
|
|
$
|
813,137
|
|
|
$
|
978,304
|
|
|
$
|
673,141
|
|
|
$
|
2,884,146
|
|
Income before income taxes
|
$
|
387,426
|
|
|
$
|
788,088
|
|
|
$
|
960,272
|
|
|
$
|
652,209
|
|
|
$
|
2,787,995
|
|
Net income attributable to HollyFrontier stockholders
|
$
|
241,696
|
|
|
$
|
493,499
|
|
|
$
|
600,373
|
|
|
$
|
391,604
|
|
|
$
|
1,727,172
|
|
Net income per share attributable to HollyFrontier stockholders - basic
|
$
|
1.16
|
|
|
$
|
2.40
|
|
|
$
|
2.95
|
|
|
$
|
1.92
|
|
|
$
|
8.41
|
|
Net income per share attributable to HollyFrontier stockholders - diluted
|
$
|
1.16
|
|
|
$
|
2.39
|
|
|
$
|
2.94
|
|
|
$
|
1.92
|
|
|
$
|
8.38
|
|
Dividends per common share
|
$
|
0.600
|
|
|
$
|
0.650
|
|
|
$
|
1.150
|
|
|
$
|
0.700
|
|
|
$
|
3.100
|
|
Average number of shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
208,531
|
|
|
205,727
|
|
|
203,557
|
|
|
203,458
|
|
|
205,289
|
|
|||||
Diluted
|
209,138
|
|
|
206,481
|
|
|
204,434
|
|
|
204,453
|
|
|
206,184
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other revenues
|
$
|
2,326,585
|
|
|
$
|
2,967,133
|
|
|
$
|
5,173,398
|
|
|
$
|
4,972,412
|
|
|
$
|
15,439,528
|
|
Operating costs and expenses
|
$
|
2,167,486
|
|
|
$
|
2,636,954
|
|
|
$
|
4,304,191
|
|
|
$
|
4,599,349
|
|
|
$
|
13,707,980
|
|
Income from operations
|
$
|
159,099
|
|
|
$
|
330,179
|
|
|
$
|
869,207
|
|
|
$
|
373,063
|
|
|
$
|
1,731,548
|
|
Income before income taxes
|
$
|
140,022
|
|
|
$
|
313,794
|
|
|
$
|
835,769
|
|
|
$
|
352,110
|
|
|
$
|
1,641,695
|
|
Net income attributable to HollyFrontier stockholders
|
$
|
84,694
|
|
|
$
|
192,235
|
|
|
$
|
523,088
|
|
|
$
|
223,380
|
|
|
$
|
1,023,397
|
|
Net income per share attributable to HollyFrontier stockholders - basic
|
$
|
0.80
|
|
|
$
|
1.80
|
|
|
$
|
2.50
|
|
|
$
|
1.07
|
|
|
$
|
6.46
|
|
Net income per share attributable to HollyFrontier stockholders - diluted
|
$
|
0.79
|
|
|
$
|
1.79
|
|
|
$
|
2.48
|
|
|
$
|
1.06
|
|
|
$
|
6.42
|
|
Dividends per common share
|
$
|
0.075
|
|
|
$
|
0.075
|
|
|
$
|
0.588
|
|
|
$
|
0.600
|
|
|
$
|
1.338
|
|
Average number of shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
106,614
|
|
|
106,730
|
|
|
209,583
|
|
|
209,319
|
|
|
158,486
|
|
|||||
Diluted
|
107,266
|
|
|
107,340
|
|
|
210,579
|
|
|
210,159
|
|
|
159,294
|
|
|
Page in Form 10-K
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets at December 31, 2012 and 2011
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
HOLLYFRONTIER CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: February 27, 2013
|
|
|
/s/ Michael C. Jennings
|
|
|
|
Michael C. Jennings
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Michael C. Jennings
|
|
Chief Executive Officer and
|
|
February 27, 2013
|
Michael C. Jennings
|
|
President
|
|
|
|
|
|
|
|
/s/ Douglas S. Aron
|
|
Executive Vice President and
|
|
February 27, 2013
|
Douglas S. Aron
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ J.W. Gann, Jr.
|
|
Vice President, Controller and
|
|
February 27, 2013
|
J.W. Gann, Jr.
|
|
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Denise C. McWatters
|
|
Senior Vice President, General
|
|
February 27, 2013
|
Denise C. McWatters
|
|
Counsel and Secretary
|
|
|
|
|
|
|
|
/s/ Douglas Y. Bech
|
|
Director
|
|
February 27, 2013
|
Douglas Y. Bech
|
|
|
|
|
|
|
|
|
|
/s/ Buford P. Berry
|
|
Director
|
|
February 27, 2013
|
Buford P. Berry
|
|
|
|
|
|
|
|
|
|
/s/ Leldon Echols
|
|
Director
|
|
February 27, 2013
|
Leldon Echols
|
|
|
|
|
|
|
|
|
|
/s/ R. Kevin Hardage
|
|
Director
|
|
February 27, 2013
|
R. Kevin Hardage
|
|
|
|
|
|
|
|
|
|
/s/ Robert J. Kostelnik
|
|
Director
|
|
February 27, 2013
|
Robert J. Kostelnik
|
|
|
|
|
|
|
|
|
|
/s/ James H. Lee
|
|
Director
|
|
February 27, 2013
|
James H. Lee
|
|
|
|
|
|
|
|
|
|
/s/ Robert G. McKenzie
|
|
Director
|
|
February 27, 2013
|
Robert G. McKenzie
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Franklin Myers
|
|
Director
|
|
February 27, 2013
|
Franklin Myers
|
|
|
|
|
|
|
|
|
|
/s/ Michael E. Rose
|
|
Director
|
|
February 27, 2013
|
Michael E. Rose
|
|
|
|
|
|
|
|
|
|
/s/ Tommy A. Valenta
|
|
Director
|
|
February 27, 2013
|
Tommy A. Valenta
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
2.1
|
|
Asset Sale and Purchase Agreement, dated October 19, 2009, between Holly Refining & Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed October 21, 2009, File No. 1-03876).
|
|
|
|
2.2
|
|
Amendment No. 1 to Asset Sale and Purchase Agreement, dated December 1, 2009, between Holly Refining & Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed December 7, 2009, File No. 1-03876).
|
|
|
|
2.3
|
|
Asset Sale and Purchase Agreement, dated April 15, 2009, between Holly Refining & Marketing-Midcon, L.L.C. and Sunoco, Inc. (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed April 16, 2009, File No. 1-03876).
|
|
|
|
2.4
|
|
Agreement and Plan of Merger among Holly Corporation, North Acquisition, Inc. and Frontier Oil Corporation, dated February 21, 2011 (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed February 22, 2011, File No. 1-03876).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed November 21, 2011, File No. 1-03876).
|
|
|
|
4.1
|
|
Indenture, dated February 28, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and U.S. Bank National Association, providing for the issuance of 6.25% Senior Notes due 2015 (incorporated by reference to Exhibit 4.1 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed March 4, 2005, File No. 1-32225).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated March 10, 2005, among HEP Fin-Tex/Trust-River, L.P., Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, File No. 1-32225).
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated April 27, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, File No. 1-32225).
|
|
|
|
4.4
|
|
Third Supplemental Indenture, dated June 11, 2009, among Lovington-Artesia, L.L.C., Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.8 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
|
|
|
|
4.5
|
|
Fourth Supplemental Indenture, dated June 29, 2009, among HEP SLC, LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.9 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
|
|
|
|
4.6
|
|
Fifth Supplemental Indenture, dated July 13, 2009, among HEP Tulsa LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.10 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
|
|
|
|
4.7
|
|
Sixth Supplemental Indenture, dated December 15, 2009, among Roadrunner Pipeline, L.L.C., Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.11 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
|
|
|
|
4.8
|
|
Seventh Supplemental Indenture, dated April 14, 2010, among Holly Energy Storage- Tulsa LLC, Holly Energy Storage-Lovington LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, File No. 1-32225).
|
Exhibit Number
|
|
Description
|
|
|
|
4.9
|
|
Eighth Supplemental Indenture, dated June 4, 2010, among HEP Operations LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, File No. 1-32225).
|
|
|
|
4.10
|
|
Ninth Supplemental Indenture, dated December 29, 2011, among Cheyenne Logistics LLC, El Dorado Logistics LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.12 of Holly Energy Partners, L.P.'s Annual Report on Form 10-K for its fiscal year ended December 31, 2011, File No. 1-32225).
|
|
|
|
4.11
|
|
Tenth Supplemental Indenture, dated March 12, 2012, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed March 12, 2012, File No. 1-32225).
|
|
|
|
4.12
|
|
Form of 6.25% Senior Note Due 2015 (included as Exhibit A to the Indenture included as Exhibit 4.1 hereto) (incorporated by reference to Exhibit 4.2 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed March 4, 2005, File No. 1-32225).
|
|
|
|
4.13
|
|
Form of Notation of Guarantee (included as Exhibit E to the Indenture included as Exhibit 4.1 hereto) (incorporated by reference to Exhibit 4.3 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed March 4, 2005, File No. 1-32225).
|
|
|
|
4.14
|
|
Indenture, dated September 17, 2008, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association, providing for the issuance of 8.5% Senior Notes due 2016 (incorporated by reference to Exhibit 4.1 of Frontier Oil Corporation's Current Report on Form 8-K filed September 17, 2008, File No. 1-07627).
|
|
|
|
4.15
|
|
First Supplemental Indenture, dated September 17, 2008, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 of Frontier Oil Corporation's Current Report on Form 8-K filed September 17, 2008, File No. 1-07627).
|
|
|
|
4.16
|
|
Second Supplemental Indenture, dated May 26, 2011, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of Frontier Oil Corporation's Current Report on Form 8-K filed May 27, 2011, File Number 1-07627).
|
|
|
|
4.17
|
|
Third Supplemental Indenture, dated July 1, 2011, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
|
|
|
|
4.18
|
|
Form of 8.5% Senior Note Due 2016 (incorporated by reference to Exhibit 4.3 of Frontier Oil Corporation's Current Report on Form 8-K filed September 17, 2008, File Number 1-07627).
|
|
|
|
4.19
|
|
Indenture, dated June 10, 2009, among Holly Corporation, the Guarantors and U.S. Bank Trust National Association, providing for the issuance of 9.875% Senior Notes due 2017 (includes the form of certificate for the notes issued thereunder) (incorporated by reference to Exhibit 4.1 of Registrant's Current Report on Form 8-K filed June 11, 2009, File No. 1-03876).
|
|
|
|
4.20
|
|
First Supplemental Indenture, dated June 14, 2011, among Holly Corporation, the Guarantors and U.S. Bank Trust National Association (incorporated by reference to Exhibit 4.1 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, File No. 1-03876).
|
|
|
|
4.21
|
|
Second Supplemental Indenture, dated July 18, 2011, among HollyFrontier Corporation, the Guarantors and U.S. Bank Trust National Association (incorporated by reference to Exhibit 4.11 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, File No. 1-03876).
|
|
|
|
4.22
|
|
Indenture, dated March 10, 2010, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and U.S. Bank National Association, providing for the issuance of 8.25% Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed March 11, 2010, File No. 1-32225).
|
Exhibit Number
|
|
Description
|
|
|
|
4.23
|
|
First Supplemental Indenture, dated April 14, 2010, among Holly Energy Storage-Tulsa LLC, Holly Energy Storage-Lovington LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, File No. 1-32225).
|
|
|
|
4.24
|
|
Second Supplemental Indenture, dated June 4, 2010, among HEP Operations LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, File No. 1-32225).
|
|
|
|
4.25
|
|
Third Supplemental Indenture, dated December 29, 2011, among Cheyenne Logistics LLC, El Dorado Logistics LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.16 of Holly Energy Partners, L.P.'s Annual Report on Form 10-K for its fiscal year ended December 31, 2011, File No. 1-32225).
|
|
|
|
4.26
|
|
Fourth Supplemental Indenture, dated August 6, 2012, among HEP UNEV Holdings LLC, HEP UNEV Pipeline LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, File No. 1-03876).
|
|
|
|
4.27
|
|
Indenture, dated November 22, 2010, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association, providing for the issuance of 6 7/8% Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 of Frontier Oil Corporation's Current Report on Form 8-K filed November 22, 2010, File Number 1-07627).
|
|
|
|
4.28
|
|
First Supplemental Indenture, dated November 22, 2010, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 of Frontier Oil Corporation's Current Report on Form 8-K filed November 22, 2010, File Number 1-07627).
|
|
|
|
4.29
|
|
Second Supplement Indenture, dated May 26, 2011, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 of Frontier Oil Corporation's Current Report on Form 8-K filed May 27, 2011, File No. 1-07627).
|
|
|
|
4.30
|
|
Third Supplemental Indenture, dated July 1, 2011, among HollyFrontier Corporation (as successor-in-interest to Frontier Oil Corporation), the Guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
|
|
|
|
4.31
|
|
Form of 6 7/8% Senior Note Due 2018 (incorporated by reference to Exhibit 4.3 of Frontier Oil Corporation's Current Report on form 8-K filed November 22, 2010, file Number 1-07627).
|
|
|
|
4.32
|
|
Indenture, dated March 12, 2012, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and U.S. Bank National Association, providing for the issuance of 6.50% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed March 12, 2012, File No. 1-32225).
|
|
|
|
4.33
|
|
First Supplemental Indenture, dated August 6, 2012, among HEP UNEV Holdings LLC, HEP UNEV Pipeline LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, File No. 1-03876).
|
|
|
|
10.1
|
|
Option Agreement, dated January 31, 2008, among Holly Corporation, Holly UNEV Pipeline Company, Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C. and Holly Energy Partners – Operating, L.P. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed February 5, 2008, File No. 1-03876).
|
|
|
|
10.2
|
|
First Amendment to Option Agreement, dated February 11, 2010, among Holly Corporation, Holly UNEV Pipeline Company, Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C. and Holly Energy Partners – Operating L.P. (incorporated by reference to Exhibit 10.2 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.3
|
|
Termination of Option Agreement, dated July 12, 2012, among HollyFrontier Corporation, HEP UNEV Pipeline LLC (f/k/a Holly UNEV Pipeline Company), Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C. and Holly Energy Partners – Operating, L.P. (incorporated by reference to Exhibit 10.6 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, File No. 1-03876).
|
Exhibit Number
|
|
Description
|
|
|
|
10.4
|
|
Amended and Restated Intermediate Pipelines Agreement, dated June 1, 2009, among Holly Corporation, Navajo Refining Company, L.L.C, Holly Energy Partners, L.P., Holly Energy Partners – Operating, L.P., HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistics Services, L.L.C. and HEP Logistics GP, L.L.C. (incorporated by reference to Exhibit 10.2 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed June 5, 2009, File No. 1-32225).
|
|
|
|
10.5
|
|
Amendment to Amended and Restated Intermediate Pipelines Agreement, dated December 9, 2010, among Navajo Refining Company, L.L.C, Holly Energy Partners, L.P., Holly Energy Partners – Operating, L.P., HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistics Services, L.L.C. and HEP Logistics GP, L.L.C. (incorporated by reference to Exhibit 10.4 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.6
|
|
Assignment and Assumption Agreement (Amended and Restated Intermediate Pipelines Agreement), effective January 1, 2011, between Navajo Refining Company, L.L.C. and Holly Refining & Marketing Company LLC (incorporated by reference to Exhibit 10.5 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.7
|
|
Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between Holly Refining & Marketing - Tulsa LLC and HEP Tulsa LLC (incorporated by reference to Exhibit 10.3 of Holly Energy Partners L.P.'s Current Report on Form 8-K filed August 6, 2009, File No. 1-32225).
|
|
|
|
10.8
|
|
Amendment to Tulsa Equipment and Throughput Agreement, dated December 9, 2010, among Holly Refining & Marketing - Tulsa LLC and HEP Tulsa LLC (incorporated by reference to Exhibit 10.7 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.9
|
|
Assignment and Assumption Agreement (Tulsa Equipment and Throughput Agreement), effective January 1, 2011, between Holly Refining & Marketing - Tulsa, LLC and Holly Refining & Marketing Company LLC (incorporated by reference to Exhibit 10.8 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.10
|
|
Tulsa Purchase Option Agreement, dated August 1, 2009, between Holly Refining & Marketing - Tulsa LLC and HEP Tulsa LLC (incorporated by reference to Exhibit 10.4 of Holly Energy Partners L.P.'s Current Report on Form 8-K filed August 6, 2009, File No. 1-32225).
|
|
|
|
10.11
|
|
Amended and Restated Crude Pipelines and Tankage Agreement, dated December 1, 2009, among Navajo Refining Company, L.L.C., Holly Refining & Marketing Company - Woods Cross, Holly Refining & Marketing Company, Holly Energy Partners - Operating, L.P., HEP Pipeline, L.L.C. and HEP Woods Cross, L.L.C. (incorporated by reference to Exhibit 10.8 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed December 7, 2009, File No. 1-32225).
|
|
|
|
10.12
|
|
Letter Agreement, dated October 14, 2011, regarding the Amended and Restated Crude Pipelines and Tankage Agreement, dated December 1, 2009 (incorporated by reference to Exhibit 10.14 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, File No. 1-03876).
|
|
|
|
10.13
|
|
Amended and Restated Refined Product Pipelines and Terminals Agreement, dated December 1, 2009, among Navajo Refining Company, L.L.C., Holly Refining & Marketing Company - Woods Cross, Holly Energy Partners - Operating, L.P., HEP Pipeline Assets, Limited Partnership, HEP Pipeline, L.L.C., HEP Refining Assets, L.P., HEP Refining, L.L.C., HEP Mountain Home, L.L.C. and HEP Woods Cross, L.L.C. (incorporated by reference to Exhibit 10.9 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed December 7, 2009, File No. 1-32225).
|
|
|
|
10.14
|
|
Assignment and Assumption Agreement (Amended and Restated Refined Product Pipelines and Terminals Agreement), effective January 1, 2011, among Navajo Refining Company, L.L.C., Holly Refining & Marketing - Woods Cross and Holly Refining & Marketing Company LLC (incorporated by reference to Exhibit 10.12 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.15
|
|
Pipeline Throughput Agreement (Roadrunner), dated December 1, 2009, between Navajo Refining Company, L.L.C. and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.4 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed December 7, 2009, File No. 1-32225).
|
|
|
|
10.16
|
|
Assignment and Assumption Agreement (Pipeline Throughput Agreement (Roadrunner)), effective January 1, 2011, between Navajo Refining Company, L.L.C. and Holly Refining & Marketing Company LLC (incorporated by reference to Exhibit 10.14 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
Exhibit Number
|
|
Description
|
|
|
|
10.17
|
|
First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated March 31, 2010, among Holly Refining & Marketing - Tulsa LLC, HEP Tulsa LLC and Holly Energy Storage - Tulsa LLC (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed April 6, 2010, File No. 1-03876).
|
|
|
|
10.18
|
|
Amendment to First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated June 11, 2010, between Holly Refining & Marketing - Tulsa LLC, HEP Tulsa LLC and Holly Energy Storage - Tulsa LLC (incorporated by reference to Exhibit 10.1 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, File No. 1-32225).
|
|
|
|
10.19
|
|
Assignment and Assumption Agreement (First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East)), effective January 1, 2011, between Holly Refining & Marketing - Tulsa LLC and Holly Refining & Marketing Company LLC (incorporated by reference to Exhibit 10.17 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
|
|
|
|
10.20
|
|
Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement, dated August 31, 2011, between Holly Refining & Marketing - Tulsa LLC, HEP Tulsa LLC and Holly Energy Storage - Tulsa LLC (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed September 1, 2011, File No. 1-03876).
|
|
|
|
10.21
|
|
Indemnification Proceeds and Payments Allocation Agreement, dated December 1, 2009, between HEP Tulsa LLC and Holly Refining & Marketing - Tulsa LLC (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed December 7, 2009, File No. 1-03876).
|
|
|
|
10.22
|
|
Pipeline Systems Operating Agreement, dated February 8, 2010, among Navajo Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining & Marketing - Tulsa LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.1 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed February 9, 2010, File No. 1-32225).
|
|
|
|
10.23
|
|
First Amendment to Pipeline Systems Operating Agreement, dated March 31, 2010, among Navajo Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining & Marketing - Tulsa LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.5 of Registrant's Current Report on Form 8-K filed April 6, 2010, File No. 1-03876).
|
|
|
|
10.24
|
|
Loading Rack Throughput Agreement (Lovington), dated March 31, 2010, between Navajo Refining Company, L.L.C. and Holly Energy Storage-Lovington LLC (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed April 6, 2010, File No. 1-03876).
|
|
|
|
10.25
|
|
First Amended and Restated Lease and Access Agreement (East Tulsa), dated March 31, 2010, among Holly Refining & Marketing-Tulsa, HEP Tulsa LLC and Holly Energy Storage-Tulsa LLC (incorporated by reference to Exhibit 10.4 of Registrant's Current Report on Form 8-K filed April 6, 2010, File No. 1-03876).
|
|
|
|
10.26
|
|
LLC Interest Purchase Agreement, dated November 9, 2011, among HollyFrontier Corporation, Frontier Refining LLC, Frontier El Dorado Refining LLC, Holly Energy Partners-Operating, L.P. and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed November 10, 2011, File No. 1-03876).
|
|
|
|
10.27
|
|
First Amended and Restated Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne), dated November 11, 2011, between Frontier Refining LLC and Cheyenne Logistics LLC (incorporated by reference to Exhibit 10.26 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2011, File No. 1-03876).
|
|
|
|
10.28
|
|
First Amended and Restated Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated November 11, 2011, between Frontier El Dorado Refining LLC and El Dorado Logistics LLC (incorporated by reference to Exhibit 10.27 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2011, File No. 1-03876).
|
|
|
|
10.29
|
|
Seventh Amended and Restated Omnibus Agreement, dated July 12, 2012, among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, File No. 1-03876).
|
Exhibit Number
|
|
Description
|
|
|
|
10.30
|
|
Lease and Access Agreement (Cheyenne), dated November 9, 2011, between Frontier Refining LLC and Cheyenne Logistics LLC (incorporated by reference to Exhibit 10.5 of Registrant's Current Report on Form 8-K filed November 10, 2011, File No. 1-03876).
|
|
|
|
10.31
|
|
Lease and Access Agreement (El Dorado), dated November 9, 2011, between Frontier El Dorado Refining LLC and El Dorado Logistics LLC (incorporated by reference to Exhibit 10.6 of Registrant's Current Report on Form 8-K filed November 10, 2011, File No. 1-03876).
|
|
|
|
10.32
|
|
Credit Agreement, dated July 1, 2011, among HollyFrontier Corporation and certain of its subsidiaries, as borrowers, Union Bank, N.A., as administrative agent and certain lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
|
|
|
|
10.33
|
|
First Amendment to Credit Agreement, dated August 24, 2011, among HollyFrontier Corporation and certain of its subsidiaries, as borrowers, Union Bank, N.A, as administrative agent and certain lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed August 30, 2011, File No. 1-03876).
|
|
|
|
10.34
|
|
Guarantee and Collateral Agreement, dated July 1, 2011, among HollyFrontier Corporation and certain of its subsidiaries in favor of Union Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
|
|
|
|
10.35
|
|
Frontier Products Offtake Agreement El Dorado Refinery, dated October 19, 1999, between Frontier Oil and Refining Company and Equiva Trading Company (now Shell Oil Products US, assignee of Equiva Trading Company) (“the Agreement”) and First Amendment to the Agreement dated September 18, 2000, Second Amendment to the Agreement dated September 21, 2000, Third Amendment to the Agreement dated December 19, 2000, Fourth Amendment to the Agreement dated February 22, 2001, Fifth Amendment to the Agreement dated August 14, 2001, Sixth Amendment to the Agreement dated November 5, 2001, Seventh Amendment to the Agreement dated April 22, 2002, Eighth Amendment to the Agreement date d May 30, 2003, Ninth Amendment to the Agreement dated May 25, 2004, Tenth Amendment to the Agreement dated May 3, 2005, Eleventh Amendment to the Agreement dated March 31, 2006, Twelfth Amendment to the Agreement dated May 11, 2006, Thirteenth Amendment to the Agreement dated September 30, 2007, Fourteenth Amendment to the Agreement dated May 1, 2008 and Fifteenth Amendment to the Agreement dated May 28, 2008 (incorporated by reference to Exhibit 10.1 to Frontier Oil Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, File No. 1-07627).
|
|
|
|
10.36
|
|
Sixteenth Amendment dated November 1, 2009, to the Frontier Products Offtake Agreement El Dorado Refinery, dated October 19, 1999, between Frontier Oil and Refining Company and Equiva Trading Company (now Shell Oil Products US, assignee of Equiva Trading Company) (incorporated by reference to Exhibit 10.14 to Frontier Oil Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-07627).
|
|
|
|
10.37
|
|
Master Crude Oil Purchase and Sale Contract, dated November 1, 2010, among BNP Paribas Energy Trading GP, BNP Paribas Energy Trading Canada Corp., Frontier Oil and Refining Company and Frontier Oil Corporation (incorporated by reference to Exhibit 10.1 to Frontier Oil Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, File No. 1-07627).
|
|
|
|
10.38
|
|
Guaranty, dated November 1, 2010, by Frontier Oil Corporation in favor of BNP Paribas Energy Trading GP and BNP Paribas Energy Trading Canada Corp. (incorporated by reference to Exhibit 10.1 to Frontier Oil Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, File No. 1-07627).
|
|
|
|
10.39
|
|
LLC Interest Purchase Agreement, dated July 12, 2012, among HollyFrontier Corporation, Holly Energy Partners, L.P. and HEP UNEV Holdings LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, File No. 1-03876).
|
|
|
|
10.40
|
|
Limited Partial Waiver of Incentive Distribution Rights under the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated July 12, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, File No. 1-03876).
|
|
|
|
10.41
|
|
Amended and Restated Limited Liability Company Agreement of HEP UNEV Holdings LLC, dated July 12, 2012, among HEP UNEV Holdings LLC, HollyFrontier Holdings LLC and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, File No. 1-03876).
|
|
|
|
10.42+
|
|
Holly Corporation Stock Option Plan as adopted at the Annual Meeting of Stockholders of Holly Corporation on December 13, 1990 (incorporated by reference to Exhibit 4(i) of Registrant's Annual Report on Form 10-K for its fiscal year ended July 31, 1991, File No. 1-03876).
|
Exhibit Number
|
|
Description
|
|
|
|
10.43+
|
|
HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan), as amended and restated on May 24, 2007 as approved at the Annual Meeting of Stockholders of Holly Corporation on May 24, 2007 (incorporated by reference to Exhibit 10.4 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2008, File No. 1-03876).
|
|
|
|
10.44+
|
|
First Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2008, File No. 1-03876).
|
|
|
|
10.45+
|
|
Second Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed May 18, 2011, File No. 1-03876).
|
|
|
|
10.46+
|
|
Third Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.6 of the Registrant's Registration Statement on Form S-8 filed November 9, 2012, File No. 333-184877).
|
|
|
|
10.47+
|
|
Holly Corporation – Supplemental Payment Agreement for 2001 Service as Director (incorporated by reference to Exhibit 10.19 of Registrant's Annual Report on Form 10-K for its fiscal year ended July 31, 2002, File No. 1-03876).
|
|
|
|
10.48+
|
|
Holly Corporation – Supplemental Payment Agreement for 2002 Service as Director (incorporated by reference to Exhibit 10.20 of Registrant's Annual Report on Form 10-K for its fiscal year ended July 31, 2002, File No. 1-03876).
|
|
|
|
10.49+
|
|
Holly Corporation – Supplemental Payment Agreement for 2003 Service as Director (incorporated by reference to Exhibit 10.2 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2003, File No. 1-03876).
|
|
|
|
10.50+
|
|
Holly Corporation Amended and Restated Change in Control Agreement Policy (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed March 1, 2011, File No. 1-03876).
|
|
|
|
10.51+
|
|
Holly Corporation Employee Form of Change in Control Agreement (for grandfathered Holly Corporation employees) (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed February 20, 2008, File No. 1-03876).
|
|
|
|
10.52+
|
|
HollyFrontier Corporation Form of Change in Control Agreement (for legacy Frontier Oil Corporation executives) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed February 24, 2012, File No. 1-03876).
|
|
|
|
10.53+
|
|
HollyFrontier Corporation Form of Amendment to Change in Control Agreement for Chief Executive Officer and Chief Financial Officer (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed May 10, 2012, File No. 1-03876).
|
|
|
|
10.54+
|
|
HollyFrontier Corporation Form of Change in Control Agreement (for legacy Holly Corporation employees) (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed March 30, 2012, File No. 1-03876).
|
|
|
|
10.55+
|
|
HollyFrontier Corporation Form of Change in Control Agreement (for HollyFrontier Corporation new hires and promotes) (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed March 30, 2012, File No. 1-03876).
|
|
|
|
10.56+
|
|
Form of Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.5 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, File No. 1-03876).
|
|
|
|
10.57+
|
|
Form of Executive Restricted Stock Agreement [time and performance based vesting] (incorporated by reference to Exhibit 10.7 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, File No. 1-03876).
|
|
|
|
10.58+
|
|
Form of Employee Restricted Stock Agreement [time based vesting] (incorporated by reference to Exhibit 10.10 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, File No. 1-03876).
|
|
|
|
10.59+
|
|
Form of Performance Share Unit Agreement (for 162(m) covered employees) (incorporated by reference to Exhibit 4.11 of the Registrant's Registration Statement on Form S-8 filed November 9, 2012, File No. 333-184877).
|
|
|
|
10.60+
|
|
Form of Performance Share Unit Agreement (for non-162(m) covered employees) (incorporated by reference to Exhibit 4.12 of the Registrant's Registration Statement on Form S-8 filed November 9, 2012, File No. 333-184877).
|
Exhibit Number
|
|
Description
|
|
|
|
10.61+
|
|
Form of Restricted Stock Agreement (time-based vesting) (incorporated by reference to Exhibit 4.13 of the Registrant's Registration Statement on Form S-8 filed November 9, 2012, File No. 333-184877).
|
|
|
|
10.62+
|
|
Form of Notice of Grant of Restricted Stock (incorporated by reference to Exhibit 4.14 of the Registrant's Registration Statement on Form S-8 filed November 9, 2012, File No. 333-184877).
|
|
|
|
10.63+*
|
|
Form of Restricted Stock Unit Agreement (for non-employee directors).
|
|
|
|
10.64+*
|
|
Form of Notice of Grant of Restricted Stock Units (for non-employee directors).
|
|
|
|
10.65+
|
|
Waiver Agreement, dated February 21, 2011, between Holly Corporation and Matthew P. Clifton thereto (incorporated by reference to Exhibit 10.9 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, File No. 1-03876).
|
|
|
|
10.66+
|
|
Waiver Agreement, dated February 21, 2011, between Holly Corporation and Bruce R. Shaw (incorporated by reference to Exhibit 10.10 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, File No. 1-03876).
|
|
|
|
10.67+
|
|
Form of Indemnification Agreement entered into with directors and officers of Holly Corporation (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed December 13, 2006, File No. 1-03876).
|
|
|
|
10.68+
|
|
Retention and Assumption Agreement, dated February 21, 2011, among Frontier Oil Corporation, Holly Corporation and Michael C. Jennings (incorporated by reference to Exhibit 10.1 to Frontier Oil Corporation's Current Report on Form 8-K filed February 21, 2011, File No. 1-07627).
|
|
|
|
10.69+
|
|
Retention and Assumption Agreement, dated February 21, 2011, among Frontier Oil Corporation, Holly Corporation and Doug S. Aron (incorporated by reference to Exhibit 10.2 to Frontier Oil Corporation's Current Report on Form 8-K filed February 21, 2011, File No. 1-07627).
|
|
|
|
10.70+
|
|
HollyFrontier Corporation Omnibus Incentive Compensation Plan (formerly the Frontier Oil Corporation Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.5 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
|
|
|
|
10.71+
|
|
Form of Frontier Oil Corporation Omnibus Incentive Compensation Plan Stock Unit Agreement with Double Trigger Vesting (incorporated by reference to Exhibit 10.15 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, File No. 1-03876).
|
|
|
|
10.72+
|
|
Form of Frontier Oil Corporation Omnibus Incentive Compensation Plan Restricted Stock Agreement with Double Trigger Vesting (incorporated by reference to Exhibit 10.16 of Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, File No. 1-03876).
|
|
|
|
10.73+*
|
|
HollyFrontier Corporation Executive Nonqualified Deferred Compensation Plan (formerly the Frontier Deferred Compensation Plan).
|
|
|
|
10.74+
|
|
Form of Indemnification Agreement between Frontier and each of its officers and directors (incorporated by reference to Exhibit 10.41 to Frontier Oil Corporation's Annual Report on Form 10-K for its fiscal year ended December 31, 2006, File No. 1-07627).
|
|
|
|
10.75+
|
|
Form of Indemnification Agreement between HollyFrontier Corporation and each of its officers and directors (incorporated by reference to Exhibit 10.79 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2011, File No. 1-03876).
|
|
|
|
21.1*
|
|
Subsidiaries of Registrant.
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit Number
|
|
Description
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101++
|
|
The following financial information from Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to the Consolidated Financial Statements.
|
Grantee:
|
______________________
|
Date of Grant
:
|
______________________ (“
Date of Grant
”)
|
Number of Restricted Stock Units
:
|
______________________
|
Plan:
|
Please check one box, the plan checked below is the “
Plan
”:
□
The HollyFrontier Corporation Long-Term Incentive Compensation Plan
□
The HollyFrontier Corporation Omnibus Incentive Compensation Plan
|
Vesting Schedule
:
|
The RSUs granted pursuant to the Agreement will become vested and be nonforfeitable as of December 1, 2013; provided, that, you continue to serve as a member of the Board to such date. Shares will be issued with respect to the RSUs as set forth in Section 6 of the Agreement (which Shares when issued will be transferable and nonforfeitable). All of the RSUs awarded to you pursuant to this Notice of Grant of Restricted Stock Units shall become fully vested upon (a) your death (b) your Retirement, (c) your Disability, or (d) the occurrence of a Change in Control, provided you are then serving as a member of the Board immediately prior to the Change in Control.
|
11.1
|
Board.
|
(i)
|
To amend the Plan;
|
(ii)
|
To appoint and remove members of the Committee; and
|
(iii)
|
To terminate the Plan as permitted in Section 14.
|
11.2
|
Committee.
|
(i)
|
To designate Participants;
|
(ii)
|
To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;
|
(iii)
|
To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;
|
(iv)
|
To account for the amount credited to the Deferred Compensation Account of a Participant;
|
(v)
|
To direct the Employer in the payment of benefits;
|
(vi)
|
To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and
|
(vii)
|
To administer the claims procedure to the extent provided in Section 16.
|
2.6
|
Committee:
|
The duties of the Committee set forth in the Plan shall be satisfied by:
|
|
|||||||||||||||||
|
__
|
(a)
|
Company
|
|
||||||||||||||||
|
XX
|
(b)
|
The administrative committee appointed by the Board to serve at the pleasure
|
|
||||||||||||||||
|
|
of the Board.
|
|
|||||||||||||||||
|
__
|
(c)
|
Board.
|
|
||||||||||||||||
|
__
|
(d)
|
Other (specify): _____________________________.
|
|
__
|
(a)
|
Base salary.
|
__
|
(b)
|
Service bonus.
|
__
|
(c)
|
Performance-Based Compensation (Bonus) earned in a period of 12 months or more.
|
__
|
(d)
|
Commissions.
|
XX
|
(e)
|
Compensation received as an Independent Contractor reportable on Form 1099.
|
XX
|
(f)
|
Other:
Eligible Earnings including base pay, bonuses, and overtime and excluding extraordinary pay such as travel allowances, moving expenses or the transition benefit. Eligible earnings are determined without taking into account any salary reduction contributions you make to the Company’s 401(k) plan and/or section 125 cafeteria plan. For the complete definition see the definition of Compensation under the HollyFrontier Corporation 401(k) Retirement Savings Plan.
|
|
|||||||||||||||||
Name of Employer
|
Address
|
Telephone No.
|
EIN
|
||||||||||||||
Holly Frontier Corporation
|
2828 N. Harwood, Suite 1300
|
214-871-3848
|
75-1056913
|
||||||||||||||
|
Dallas, TX 75201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__
|
(a)
|
Base salary:
|
||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or __________%
|
||||||||
|
|
|
||||||||
__
|
(b)
|
Service Bonus:
|
||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or __________%
|
||||||||
|
|
|
||||||||
__
|
(c)
|
Performance Based Compensation:
|
||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or __________%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
__
|
(c)
|
Performance Based Compensation:
|
||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or __________%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
__
|
(d)
|
Performance Based Compensation:
|
||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or __________%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
XX
|
(e)
|
Form 1099 Compensation:
|
||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or ____
100
___%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
XX
|
(f)
|
Other: Eligible Earnings including base pay, bonuses, and overtime and excluding extraordinary pay such as travel allowances, moving expenses or the transition benefit. Eligible earnings are determined without taking into account any salary reduction contributions you make to the Company’s 401(k) plan and/or section 125 cafeteria plan. See Exhibit D.
|
||||||||
|
|
|||||||||
|
|
|||||||||
|
|
|||||||||
|
|
|||||||||
|
|
minimum deferral: __________%
|
|
|||||||
|
|
maximum deferral: $__________ or ____
50
___%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
__
|
(g)
|
Participant deferrals not allowed.
|
XX
|
(a)
|
Matching Restoration
: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
||
|
|
XX
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
__
|
(ii)
|
Other: _______________________________________.
|
XX
|
(b)
|
Retirement Restoration Contribution
: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
||
|
|
XX
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
__
|
(ii)
|
Other: _______________________________________.
|
XX
|
(c)
|
Transition Benefit
: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
||
|
|
XX
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
__
|
(ii)
|
Other: _______________________________________.
|
XX
|
(d)
|
NQ Nonelective Contributions
: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
||
|
|
XX
|
(i)
|
An amount determined each Plan Year by the Employer.
|
|
|
__
|
(ii)
|
Other: _______________________________________.
|
(1)
|
Navajo Pipeline Co., L.P. also does business as Navajo Pipeline Co.
|
(2)
|
Navajo Refining Company, L.L.C. also does business as Navajo Refining Company.
|
(3)
|
NK Asphalt Partners does business as Holly Asphalt Company.
|
(4)
|
Holly Energy Partners, L.P. and Holly Energy Partners – Operating, L.P. also do business as Holly Energy Partners.
|
(5)
|
Represents a subsidiary of Holly Energy Partners, L.P. We have presented these entities in our list of subsidiaries as a result of our reconsolidation of Holly Energy Partners, L.P. on March 1, 2008.
|
(1)
|
Registration Statement (Form S-8 No. 333-54612) of HollyFrontier Corporation,
|
(2)
|
Registration Statement (Form S-8 No. 333-175428) of HollyFrontier Corporation,
|
(3)
|
Registration Statement (Form S-8 No. 333-54612 ) of HollyFrontier Corporation, and
|
(4)
|
Registration Statement (Form S-3ASR No. 333-163417) pertaining to the sale of common stock on behalf of a selling stockholder of HollyFrontier Corporation;
|
1.
|
I have reviewed this annual report on Form 10-K of HollyFrontier Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
|
Date: February 27, 2013
|
|
/s/ Michael C. Jennings
|
|
|
Michael C. Jennings
|
|
|
Chief Executive Officer and President
|
1.
|
I have reviewed this annual report on Form 10-K of HollyFrontier Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's most recent fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 27, 2013
|
|
/s/ Douglas S. Aron
|
|
|
Douglas S. Aron
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 27, 2013
|
|
/s/ Michael C. Jennings
|
|
|
Michael C. Jennings
|
|
|
Chief Executive Officer and President
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 27, 2013
|
|
/s/ Douglas S. Aron
|
|
|
Douglas S. Aron
|
|
|
Executive Vice President and Chief Financial Officer
|