þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | 75-1056913 | |
(State or other jurisdiction of | (I.R.S Employer | |
incorporation or organization) | Identification No.) | |
100 Crescent Court, Suite 1600, Dallas, Texas | 75201-6915 | |
(Address of principle executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company)
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Item | Page | |||||||
PART I
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Forward-looking statements | 3 | |||||||
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Definitions | 4 | |||||||
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1 and 2. | 8 | |||||||
1A. | 28 | |||||||
1B. | 41 | |||||||
3. | 41 | |||||||
4. | 43 | |||||||
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PART II
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5. | 44 | |||||||
6. | 45 | |||||||
7. | 46 | |||||||
7A. | 65 | |||||||
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Reconciliations to amounts reported under generally accepted accounting principles | 65 | |||||||
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8. | 71 | |||||||
9. | 110 | |||||||
9A. | 110 | |||||||
9B. | 110 | |||||||
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PART III
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10. | 110 | |||||||
11. | 110 | |||||||
12. | 111 | |||||||
13. | 111 | |||||||
14. | 111 | |||||||
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PART IV
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15. | 112 | |||||||
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Signatures | 113 | |||||||
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Index to exhibits | 114 | |||||||
EX-3.1 | ||||||||
EX-10.2 | ||||||||
EX-10.4 | ||||||||
EX-10.5 | ||||||||
EX-10.7 | ||||||||
EX-10.8 | ||||||||
EX-10.12 | ||||||||
EX-10.14 | ||||||||
EX-10.17 | ||||||||
EX-21.1 | ||||||||
EX-23.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
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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;
the demand for and supply of crude oil and refined products;
the spread between market prices for refined products and market prices for crude oil;
the possibility of constraints on the transportation of refined products;
the possibility of inefficiencies, curtailments or shutdowns in refinery operations or
pipelines;
effects of governmental and environmental regulations and policies;
the availability and cost of our financing;
the effectiveness of our capital investments and marketing strategies;
our efficiency in carrying out construction projects;
our ability to acquire refined product operations or pipeline and terminal operations on
acceptable terms and to integrate any existing or future acquired operations;
the possibility of terrorist attacks and the consequences of any such attacks;
general economic conditions;
risks and uncertainties with respect to our proposed merger of equals with Frontier
Oil Corporation, including our ability to complete the merger in the anticipated timeframe
or at all, the diversion of management in connection with the merger and our ability to
realize fully or at all the anticipated benefits of the merger; and
other financial, operational and legal risks and uncertainties detailed from time to
time in our Securities and Exchange Commission filings.
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Page
Reference
43
13
24
23
26
26
26
41
48
15
110
23
9
8
31
104
8
23
23
23
23
23
23
23
23
54
54
54
54
54
54
9
53
53
43
62
38
42
42
15
13
9
42
26
9
104
104
43
42
42
42
8
101
23
43
104
26
33
104
23
23
8
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Reference
26
12
9
8
43
8
8
8
8
9
8
9
13
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owned and operated three refineries consisting of a petroleum 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 in Woods Cross, Utah (the Woods Cross Refinery) and the
Tulsa Refinery;
owned and operated Holly Asphalt Company (Holly Asphalt) which manufactures and
markets asphalt products from various terminals in Arizona, New Mexico and Texas;
owned a 75% interest in a 12-inch refined products pipeline project 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
owned a 34% interest in HEP (which includes our 2% general partnership interest), which
owns and operates logistics assets including approximately 2,500 miles of petroleum product
and crude oil pipelines located principally in west Texas and New Mexico; ten refined
product terminals; a jet fuel terminal; eight refinery loading rack facilities; a refined
products tank farm facility; on-site crude oil tankage at our Navajo, Woods Cross and Tulsa
Refineries, on-site refined product tankage at our Tulsa Refinery and a 25% interest in a
95-mile, crude oil pipeline joint venture (the SLC Pipeline).
Table of Contents
Years Ended December 31,
2010
2009
2008
221,440
142,430
100,680
234,910
154,940
114,130
225,980
151,420
110,850
228,140
151,580
111,950
232,100
155,820
120,750
86.5
%
78.9
%
89.7
%
$
91.06
$
74.06
$
108.83
82.27
66.85
97.87
8.79
7.21
10.96
5.08
5.24
5.14
$
3.71
$
1.97
$
5.82
$
4.94
$
5.12
$
5.05
35
%
49
%
63
%
53
%
40
%
23
%
3
%
5
%
4
%
4
%
%
%
5
%
6
%
10
%
100
%
100
%
100
%
(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). Our consolidated crude
capacity was increased by 15,000 BPSD effective April 1, 2009 (our Navajo Refinery
expansion), 85,000 BPSD effective June 1, 2009 (our Tulsa Refinery west facility
acquisition) and 40,000 BPSD effective December 1, 2009 (our Tulsa Refinery east facility
acquisition), increasing our consolidated crude capacity to 256,000 BPSD.
(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.
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Years Ended December 31,
2010
2009
2008
49
%
51
%
58
%
31
%
31
%
32
%
5
%
4
%
1
%
2
%
2
%
3
%
3
%
2
%
3
%
5
%
4
%
%
2
%
4
%
%
3
%
2
%
3
%
100
%
100
%
100
%
Years Ended December 31,
2010
2009
2008
83,900
78,160
79,020
94,270
88,900
90,790
92,050
86,760
88,680
92,550
87,140
89,580
95,790
90,870
97,320
83.9
%
81.2
%
93.0
%
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Years Ended December 31,
2010
2009
2008
$
90.37
$
73.15
$
108.52
83.12
65.95
98.97
7.25
7.20
9.55
4.95
4.81
4.58
$
2.30
$
2.39
$
4.97
$
4.86
$
4.71
$
4.52
81
%
85
%
79
%
5
%
6
%
10
%
4
%
%
%
10
%
9
%
11
%
100
%
100
%
100
%
(1)
Crude charge represents the barrels per day of crude oil processed at our refinery.
(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 refinery.
(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 refinery.
(4)
Includes refined products purchased for resale.
(5)
Represents crude charge divided by total crude capacity (BPSD). The crude capacity was
increased from 85,000 BPSD by 15,000 BPSD in the first quarter of 2009 (our 2009 Navajo
Refinery expansion), increasing crude capacity to 100,000 BPSD.
(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 costs billed from HEP are included in cost of products.
(8)
Represents operating expenses of our refinery, exclusive of depreciation and
amortization.
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Years Ended December 31,
2010
2009
2008
57
%
58
%
57
%
32
%
32
%
33
%
3
%
2
%
1
%
4
%
3
%
3
%
2
%
3
%
3
%
2
%
2
%
3
%
100
%
100
%
100
%
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Years Ended December 31,
2010
2009
2008
25,870
24,900
21,660
27,540
26,520
23,340
27,020
25,750
22,170
27,810
26,870
22,370
27,980
27,250
23,430
83.5
%
80.3
%
79.5
%
$
94.26
$
70.25
$
110.07
75.54
58.98
93.47
18.72
11.27
16.60
6.09
6.60
7.42
$
12.63
$
4.67
$
9.18
$
6.15
$
6.69
$
7.11
6
%
5
%
1
%
59
%
62
%
72
%
30
%
28
%
21
%
5
%
5
%
6
%
100
%
100
%
100
%
(1)
Crude charge represents the barrels per day of crude oil processed at our refinery.
(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 refinery.
(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 refinery.
(4)
Includes refined products purchased for resale.
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(5)
Represents crude charge divided by total crude capacity (BPSD). The crude capacity was
increased by 5,000 BPSD in the fourth quarter of 2008 (our 2008 Woods Cross Refinery
expansion), increasing crude capacity to 31,000 BPSD.
(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 costs billed from HEP are included in cost of products.
(8)
Represents operating expenses of the refinery, exclusive of depreciation and
amortization.
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Years Ended December 31,
2010
2009
2008
63
%
64
%
63
%
30
%
28
%
29
%
1
%
1
%
%
1
%
3
%
5
%
3
%
2
%
1
%
2
%
2
%
2
%
100
%
100
%
100
%
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Years Ended December 31,
2010
2009
(9)
111,670
39,370
113,100
39,520
106,910
38,910
107,780
37,570
108,330
37,700
89.3
%
74.0
%
$
90.84
$
78.89
83.29
74.56
7.55
4.33
4.94
5.25
$
2.61
$
(0.92
)
$
4.71
$
4.99
5
%
%
92
%
100
%
3
%
%
100
%
100
%
(1)
Crude charge represents the barrels per day of crude oil processed at our refinery.
(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 refinery.
(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 refinery.
(4)
Includes refined products purchased for resale.
(5)
Represents crude charge divided by total crude capacity (BPSD). The crude capacity of
85,000 BPSD (our June 2009 Tulsa Refinery west facility acquisition) was increased by
40,000 BPSD in the fourth quarter of 2009 (our December 2009 Tulsa Refinery east facility
acquisition), increasing crude capacity to 125,000 BPSD.
(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 costs billed from HEP are included in cost of products.
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(8)
Represents operating expenses of the refinery, exclusive of depreciation and
amortization.
(9)
The amounts reported for the Tulsa Refinery for the year ended December 31, 2009
include crude oil processed and products yielded from the refinery for the period from June
1, 2009 through December 31, 2009 only, and averaged over the 365 days for the year ended.
Operating data for the period from June 1, 2009 (date of Tulsa Refinery west facility
acquisition) through December 31, 2009 and for the period from December 1, 2009 (date of
Tulsa Refinery east facility acquisition) through December 31, 2009 is as follows:
Period From
Period From
June 1, 2009
December 1, 2009
Through
Through
December 31, 2009
December 31, 2009
67,160
93,810
66,360
99,810
64,080
96,170
64,300
96,170
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HEP PTA (pipelines and terminals throughput agreement expiring in 2019 that relates to
the pipelines and terminal assets that we contributed to HEP upon its initial public
offering in 2004);
HEP IPA (intermediate pipelines throughput agreement expiring in 2024 that relates to
the intermediate pipelines sold to HEP in 2005 and 2009);
HEP CPTA (crude pipelines and tankage throughput agreement expiring in 2023 that relates
to the crude pipelines and tankage assets sold to HEP in 2008);
HEP PTTA (pipeline, tankage and loading rack throughput agreement expiring in 2024 that
relates to the Tulsa east storage tank and loading rack facilities acquired in 2009 and
2010);
HEP RPA (pipeline throughput agreement expiring in 2024 that relates to the Roadrunner
Pipeline sold to HEP in 2009);
HEP ETA (equipment and throughput agreement expiring in 2024 that relates to the Tulsa
west loading rack facilities sold to HEP in 2009);
HEP NPA (natural gas pipeline throughput agreement expiring in 2024); and
HEP ATA (loading rack throughput agreement expiring in 2025 that relates to the
Lovington asphalt loading rack facility sold to HEP in March 2010).
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(1)
HEPs revenue under these transportation agreements with us represents intercompany
revenue and is eliminated in our consolidated financial statements.
(2)
Minimum annual revenues attributable to long-term service contracts with unaffiliated
parties are $29.3 million.
approximately 820 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 Alons 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 crude oil and refined product pipelines that support our Woods
Cross Refinery located near Salt Lake City, Utah; and
gasoline and diesel connecting pipelines that support our Tulsa Refinery east facility.
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four refined product terminals located in El Paso, Texas; Moriarty and Bloomfield, New
Mexico; and Tucson, Arizona, with an aggregate capacity of approximately 1,000,000 barrels,
that are integrated with HEPs 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 480,000 barrels, that are integrated with
HEPs refined product pipelines that serve Alons Big Spring, Texas refinery;
a refined product truck loading rack facility at each of our Navajo and Woods Cross
Refineries, an asphalt truck loading rack at our Navajo Refinery Lovington facility,
refined product and lube oil rail loading racks and a lube oil truck loading rack at our
Tulsa Refinery west facility and a refined product, asphalt and LPG truck loading rack, a
truck unloading rack and a rail loading rack at our Tulsa Refinery east facility;
a Roswell, New Mexico jet fuel terminal leased through September 2011;
on-site crude oil tankage at our Navajo, Woods Cross and Tulsa Refineries having an
aggregate storage capacity of approximately 600,000 barrels; and
on-site refined product tankage at our Tulsa Refinery having an aggregate storage
capacity of approximately 3,400,000 barrels.
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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;
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 projects 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;
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 in achieving anticipated operational improvements;
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.
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Equipment may not perform at expected throughput levels,
Actual yields or product quality may differ from design,
Actual operating costs may be higher than expected,
Equipment may need to be redesigned, revamped, or replaced for the new units to perform
as expected
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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 HEPs debt covenants, and
other financial, operational and legal risks.
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Item 5.
Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Trading
Years Ended December 31,
High
Low
Dividends
Volume
$
41.38
$
28.19
$
0.15
36,902,900
$
29.86
$
24.35
$
0.15
37,493,600
$
30.57
$
23.32
$
0.15
63,314,200
$
30.86
$
25.13
$
0.15
47,712,400
$
33.53
$
23.57
$
0.15
52,039,700
$
26.22
$
16.71
$
0.15
50,535,600
$
31.63
$
17.23
$
0.15
73,542,100
$
27.42
$
18.15
$
0.15
85,489,800
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Years Ended December 31,
2010
2009
2008
2007
2006
(In thousands, except per share data)
$
8,322,929
$
4,834,268
$
5,860,357
$
4,791,742
$
4,023,217
192,363
43,803
187,746
499,444
383,501
59,312
7,460
64,028
165,316
136,603
133,051
36,343
123,718
334,128
246,898
16,926
2,918
19,668
133,051
53,269
126,636
334,128
266,566
29,087
33,736
6,078
$
103,964
$
19,533
$
120,558
$
334,128
$
266,566
$
1.95
$
0.39
$
2.40
$
6.09
$
4.68
$
1.94
$
0.39
$
2.38
$
5.98
$
4.58
$
0.60
$
0.60
$
0.60
$
0.46
$
0.29
53,218
50,418
50,202
54,852
56,976
53,609
50,603
50,549
55,850
58,210
$
283,255
$
211,545
$
155,490
$
422,737
$
245,183
$
(213,232
)
$
(534,603
)
$
(57,777
)
$
(293,057
)
$
35,805
$
34,482
$
406,849
$
(151,277
)
$
(189,428
)
$
(175,935
)
$
230,444
$
125,819
$
94,447
$
329,784
$
255,953
$
313,580
$
257,899
$
68,465
$
216,541
$
240,181
$
3,701,475
$
3,145,939
$
1,874,225
$
1,663,945
$
1,237,869
$
810,561
$
707,458
$
370,914
$
$
$
1,288,139
$
1,207,781
$
936,332
$
602,127
$
466,094
(1)
We reconsolidated HEP effective March 1, 2008 and include the consolidated results of
HEP in our financial statements. For the period from July 1, 2005 through February 29,
2008, we accounted for our investment in HEP under the equity method of accounting whereby
we recorded our pro-rata share of earnings in HEP. Contributions to and distributions from
HEP were recorded as adjustments to our investment balance. Prior to July 1, 2005, HEP was
a consolidated entity. See Company Overview under Items 1 and 2, Business and
Properties for information regarding our reconsolidation of HEP effective March 1, 2008.
(2)
On December 1, 2009, HEP sold its 70% interest in Rio Grande. Results of operations of
Rio Grande that were previously reported in operations are presented in discontinued
operations. For the year ended December 31, 2006, our discontinued operations were
attributable to our Montana refinery that was sold in March 2006.
(3)
Includes total HEP debt of $482.3 million, $379.2 million and $370.9 million,
respectively, which is non-recourse to Holly Corporation.
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Years Ended December 31,
2010
2009
2008
(In thousands, except per share data)
$
8,322,929
$
4,834,268
$
5,860,357
7,367,149
4,238,008
5,280,699
504,414
356,855
265,705
70,839
60,343
55,278
117,529
98,751
62,995
8,059,931
4,753,957
5,664,677
262,998
80,311
195,680
2,393
1,919
1,168
5,045
10,797
(74,196
)
(40,346
)
(23,955
)
(3,126
)
(3,724
)
5,958
2,990
(70,635
)
(36,508
)
(7,934
)
192,363
43,803
187,746
59,312
7,460
64,028
133,051
36,343
123,718
16,926
2,918
133,051
53,269
126,636
29,087
33,736
6,078
$
103,964
$
19,533
$
120,558
$
103,964
$
15,209
$
119,206
4,324
1,352
$
103,964
$
19,533
$
120,558
$
1.95
$
0.30
$
2.37
0.09
0.03
$
1.95
$
0.39
$
2.40
$
1.94
$
0.30
$
2.36
0.09
0.02
$
1.94
$
0.39
$
2.38
$
0.60
$
0.60
$
0.60
53,218
50,418
50,202
53,609
50,603
50,549
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December 31,
2010
2009
(In thousands)
$
230,444
$
125,819
$
313,580
$
257,899
$
3,701,475
$
3,145,939
$
328,290
$
328,260
$
482,271
$
379,198
$
1,288,139
$
1,207,781
(1)
On December 1, 2009, HEP sold its 70% interest in Rio Grande. Results of operations of
Rio Grande are presented in discontinued operations.
Years Ended December 31,
2010
2009
2008
(In thousands)
$
283,255
$
211,545
$
155,490
$
(213,232
)
$
(534,603
)
$
(57,777
)
$
34,482
$
406,849
$
(151,277
)
$
213,232
$
302,551
$
418,059
$
353,833
$
156,721
$
259,387
(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,
2010
2009
2008
(In thousands)
$
8,287,000
$
4,789,821
$
5,837,449
182,114
146,561
94,439
415
(636
)
2,641
(146,600
)
(101,478
)
(74,172
)
$
8,322,929
$
4,834,268
$
5,860,357
$
242,466
$
71,281
$
210,252
92,386
70,373
37,082
(69,654
)
(60,239
)
(51,654
)
(2,200
)
(1,104
)
$
262,998
$
80,311
$
195,680
Table of Contents
(1)
The Refining segment includes the operations of our Navajo, Woods Cross and Tulsa
Refineries and Holly Asphalt and involves the purchase and refining of crude oil and
wholesale and branded marketing of refined products, such as gasoline, diesel fuel, jet
fuel, specialty lubricant products, and specialty and modified asphalt. The petroleum
products are primarily marketed in the Southwest, Rocky Mountain and Mid-Continent regions
of the United States and northern Mexico. Additionally, specialty lubricant products
produced at our Tulsa Refinery are marketed throughout North America and are distributed in
Central and South America. Holly Asphalt manufactures and markets asphalt and asphalt
products in Arizona, New Mexico, Oklahoma, Kansas, Missouri, Texas and northern Mexico.
(2)
The HEP segment involves all of the operations of HEP effective March 1, 2008 (date of
reconsolidation). HEP owns and operates a system of petroleum product and crude gathering
pipelines and refinery tankage in Texas, New Mexico, Oklahoma and Utah, and distribution
terminals in Texas, New Mexico, Arizona, Utah, Idaho, Oklahoma and Washington. Revenues
are generated by charging tariffs for transporting petroleum products and crude oil through
its pipelines and by charging fees for terminalling petroleum products and other
hydrocarbons, and storing and providing other services at its storage tanks and terminals.
Additionally, HEP owns a 25% interest in the SLC Pipeline that services refineries in the
Salt Lake City, Utah area. Revenues from the HEP segment are earned through transactions
with unaffiliated parties for pipeline transportation, rental and terminalling operations
as well as revenues relating to pipeline transportation services provided for our refining
operations.
Years Ended December 31,
2010
2009
2008
221,440
142,430
100,680
234,910
154,940
114,130
225,980
151,420
110,850
228,140
151,580
111,950
232,100
155,820
120,750
86.5
%
78.9
%
89.7
%
$
91.06
$
74.06
$
108.83
82.27
66.85
97.87
8.79
7.21
10.96
5.08
5.24
5.14
$
3.71
$
1.97
$
5.82
$
4.94
$
5.12
$
5.05
(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). Our consolidated crude
capacity was increased from 111,000 BPSD to 116,000 BPSD in the fourth quarter of 2008 (our
2008 Woods Cross Refinery expansion). During 2009, we increased our consolidated crude
capacity by 15,000 BPSD effective April 1, 2009 (our Navajo Refinery expansion), by 85,000
BPSD effective June 1, 2009 (our Tulsa Refinery west facility acquisition) and by 40,000
BPSD effective December 1, 2009 (our Tulsa Refinery east facility acquisition), increasing
our consolidated crude capacity to 256,000 BPSD.
(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 costs billed from HEP are included in cost of products.
(8)
Represents operating expenses of the refineries, exclusive of depreciation and
amortization.
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Payments Due by Period
Less than
Over
Contractual Obligations and Commitments
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
338,781
$
1,160
$
2,786
$
3,547
$
331,288
233,001
34,265
68,064
67,304
63,368
344,921
35,191
70,380
70,380
168,970
81,851
6,548
13,096
13,096
49,111
41,504
9,831
13,177
8,638
9,858
1,040,058
86,995
167,503
162,965
622,595
494,000
185,000
309,000
161,228
27,134
54,269
48,488
31,337
42,424
6,545
12,954
12,839
10,086
9,814
1,135
2,120
2,120
4,439
707,466
34,814
69,343
248,447
354,862
$
1,747,524
$
121,809
$
236,846
$
411,412
$
977,457
(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 $2 million as of December 31, 2010 have been excluded from
the contractual obligations table above. For further information related to unrecognized
tax benefits, see Note 14 to the 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 partys request.
(3)
Our long-term debt consists of the $300 million principal balance on the Holly
9.875% Senior Notes and a long-term financing obligation having a principal balance of
$38.8 million at December 31, 2010.
(4)
Interest payments consist of interest on the 9.875% Holly Senior Notes and on our
long-term financing obligation.
(5)
Consists of contractual obligations under agreements with third parties for the
transportation of crude oil, natural gas and feedstocks to our refineries under contracts
expiring between 2016 and 2024.
(6)
We have entered into a long-term supply agreement to secure a hydrogen supply
source for our Woods Cross hydrotreater unit. The contract commits us to purchase a
minimum of 5 million standard cubic feet of hydrogen per day at market prices through
2023. The contract also requires the payment of a base facility charge for use of the
suppliers facility over the supply term. We have estimated the future payments in the
table above using current market rates. Therefore, actual amounts expended for this
obligation in the future could vary significantly from the amounts presented above.
(7)
HEPs long-term debt consists of the $150 million and the $185 million principal
balances on the 8.25% and 6.25% HEP Senior Notes and $159 million of outstanding
principal under the HEP Credit Agreement. The HEP Credit Agreement was amended on
February 14, 2011. The HEP Amended Credit Agreement expires in 2016.
(8)
Interest payments consist of interest on the 6.25% and 8.25% HEP Senior Notes and
interest on long-term debt under the HEP Credit Agreement. Interest under the credit
agreement debt is based on an effective interest rate of 5.49% at December 31, 2010.
Table of Contents
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our inventory positions;
natural gas purchases;
costs of crude oil; and
prices of refined products.
Table of Contents
Balance Sheet
Location of
Offsetting
Derivative Instruments
Location
Fair Value
Offsetting Balance
Amount
(Dollars in thousands)
Accrued liabilities
$
38
Accumulated other comprehensive loss
$
38
Other long-term liabilities
$
10,026
Accumulated other comprehensive loss
$
10,026
(various inventory positions)
Accrued liabilities
$
497
Cost of products sold
$
497
Other long-term liabilities
$
9,141
Accumulated other comprehensive loss
$
9,141
Other assets
$
2,294
Long-term debt
$
1,791
(1)
Equity
503
(2)
$
2,294
$
2,294
Other long-term liabilities
$
2,555
Equity
$
2,555
(2)
(1)
Represents unamortized balance of a deferred hedge premium attributable to HEPs fair
value hedge that was dedesignated in 2008 that is being amortized as a reduction to
interest expense over the remaining term of the HEP 6.25% Senior Notes.
(2)
Represents prior year charges to interest expense.
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Years Ended December 31,
2010
2009
2008
(In thousands)
$
133,051
$
36,343
$
123,718
(29,087
)
(21,134
)
(4,512
)
59,312
7,460
64,028
74,196
40,346
23,955
(1,168
)
(5,045
)
(10,797
)
117,529
98,751
62,995
$
353,833
$
156,721
$
259,387
Table of Contents
Years Ended December 31,
2010
2009
2008
$
90.37
$
73.15
$
108.52
83.12
65.95
98.97
$
7.25
$
7.20
$
9.55
$
94.26
$
70.25
$
110.07
75.54
58.98
93.47
$
18.72
$
11.27
$
16.60
$
90.84
$
78.89
$
83.29
74.56
$
7.55
$
4.33
$
$
91.06
$
74.06
$
108.83
82.27
66.85
97.87
$
8.79
$
7.21
$
10.96
Years Ended December 31,
2010
2009
2008
$
7.25
$
7.20
$
9.55
4.95
4.81
4.58
$
2.30
$
2.39
$
4.97
$
18.72
$
11.27
$
16.60
6.09
6.60
7.42
$
12.63
$
4.67
$
9.18
$
7.55
$
4.33
$
4.94
5.25
$
2.61
$
(0.92
)
$
$
8.79
$
7.21
$
10.96
5.08
5.24
5.14
$
3.71
$
1.97
$
5.82
Table of Contents
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
90.37
$
73.15
$
108.52
92,550
87,140
89,580
365
365
366
$
3,052,766
$
2,326,616
$
3,557,967
$
94.26
$
70.25
$
110.07
27,810
26,870
22,370
365
365
366
$
956,800
$
688,980
$
901,189
$
90.84
$
78.89
$
107,780
37,570
365
365
$
3,573,618
$
1,081,823
$
$
7,583,184
$
4,097,419
$
4,459,156
130,348
106,969
384,073
7,713,532
4,204,388
4,843,229
459,743
453,958
860,642
113,725
131,475
133,578
8,287,000
4,789,821
5,837,449
182,114
146,561
94,439
415
(636
)
2,641
(146,600
)
(101,478
)
(74,172
)
$
8,322,929
$
4,834,268
$
5,860,357
(1)
The above calculations of refined product sales from produced products sold can also be
computed on a consolidated basis. These amounts may not calculate exactly due to rounding
of reported numbers.
(2)
We purchase finished products when opportunities arise that provide a profit on the
sale of such products, or to meet delivery commitments.
(3)
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, 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.
(4)
Other refining segment revenue includes revenues associated with Holly Asphalt and
revenue derived from feedstock and sulfur credit sales.
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
91.06
$
74.06
$
108.83
228,140
151,580
111,950
365
365
366
$
7,583,184
$
4,097,419
$
4,459,156
Table of Contents
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
83.12
$
65.95
$
98.97
92,550
87,140
89,580
365
365
366
$
2,807,856
$
2,097,612
$
3,244,858
$
75.54
$
58.98
$
93.47
27,810
26,870
22,370
365
365
366
$
766,780
$
578,449
$
765,278
$
83.29
$
74.56
$
107,780
37,570
365
365
$
3,276,604
$
1,022,445
$
$
6,851,240
$
3,698,506
$
4,010,136
131,141
114,650
389,944
6,982,381
3,813,156
4,400,080
454,566
449,488
853,360
73,410
75,229
101,144
7,510,357
4,337,873
5,354,584
(143,208
)
(99,865
)
(73,885
)
$
7,367,149
$
4,238,008
$
5,280,699
(1)
The above calculations of cost of products for produced products sold can also be
computed on a consolidated basis. These amounts may not calculate exactly due to rounding
of reported numbers.
(2)
We purchase finished products when opportunities arise that provide a profit on the
sale of such products, or to meet delivery commitments.
(3)
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, 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.
(4)
Other refining segment cost of products sold includes the cost of products for Holly
Asphalt and costs attributable to feedstock and sulfur credit sales.
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
82.27
$
66.85
$
97.87
228,140
151,580
111,950
365
365
366
$
6,851,240
$
3,698,506
$
4,010,136
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Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
4.95
$
4.81
$
4.58
92,550
87,140
89,580
365
365
366
$
167,215
$
152,987
$
150,161
$
6.09
$
6.60
$
7.42
27,810
26,870
22,370
365
365
366
$
61,817
$
64,730
$
60,751
$
4.94
$
5.25
$
107,780
37,570
365
365
$
194,338
$
71,994
$
$
423,370
$
289,711
$
210,912
26,220
23,609
21,599
449,590
313,320
232,511
52,947
44,003
33,353
2,387
41
128
(510
)
(509
)
(287
)
$
504,414
$
356,855
$
265,705
(1)
The above calculations of refinery operating expenses per produced products sold can
also be computed on a consolidated basis. These amounts may not calculate exactly due to
rounding of reported numbers.
(2)
Other refining segment operating expenses include the marketing costs associated with
our refining segment and the operating expenses of Holly Asphalt.
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
5.08
$
5.24
$
5.14
228,140
151,580
111,950
365
365
366
$
423,370
$
289,711
$
210,912
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
2.30
$
2.39
$
4.97
4.95
4.81
4.58
7.25
7.20
9.55
83.12
65.95
98.97
$
90.37
$
73.15
$
108.52
92,550
87,140
89,580
365
365
366
$
3,052,766
$
2,326,616
$
3,557,967
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Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
12.63
$
4.67
$
9.18
6.09
6.60
7.42
18.72
11.27
16.60
75.54
58.98
93.47
$
94.26
$
70.25
$
110.07
27,810
26,870
22,370
365
365
366
$
956,800
$
688,980
$
901,189
$
2.61
$
(0.92
)
$
4.94
5.25
7.55
4.33
83.29
74.56
$
90.84
$
78.89
$
107,780
37,570
365
365
$
3,573,618
$
1,081,823
$
$
7,583,184
$
4,097,419
$
4,459,156
130,348
106,969
384,073
7,713,532
4,204,388
4,843,229
459,743
453,958
860,642
113,725
131,475
133,578
8,287,000
4,789,821
5,837,449
182,114
146,561
94,439
415
(636
)
2,641
(146,600
)
(101,478
)
(74,172
)
$
8,322,929
$
4,834,268
$
5,860,357
(1)
The above calculations of refined product sales from produced products sold can also be
computed on a consolidated basis. These amounts may not calculate exactly due to rounding
of reported numbers.
(2)
We purchase finished products when opportunities arise that provide a profit on the
sale of such products or to meet delivery commitments.
(3)
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, 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.
(4)
Other refining segment revenue includes the revenues associated with Holly Asphalt and
revenue derived from feedstock and sulfur credit sales.
Years Ended December 31,
2010
2009
2008
(Dollars in thousands, except per barrel amounts)
$
3.71
$
1.97
$
5.82
5.08
5.24
5.14
8.79
7.21
10.96
82.27
66.85
97.87
$
91.06
$
74.06
$
108.83
228,140
151,580
111,950
365
365
366
$
7,583,184
$
4,097,419
$
4,459,156
Table of Contents
Table of Contents
and Stockholders of Holly Corporation
February 25, 2011
Table of Contents
Page
Reference
74
75
76
77
78
79
80
Table of Contents
and Stockholders of Holly Corporation
February 25, 2011
Table of Contents
(In thousands, except share data)
Table of Contents
(In thousands, except per share data)
Years Ended December 31,
2010
2009
2008
$
8,322,929
$
4,834,268
$
5,860,357
7,367,149
4,238,008
5,280,699
504,414
356,855
265,705
70,839
60,343
55,278
117,529
98,751
62,995
8,059,931
4,753,957
5,664,677
262,998
80,311
195,680
2,393
1,919
1,168
5,045
10,797
(74,196
)
(40,346
)
(23,955
)
(3,126
)
(3,724
)
5,958
2,990
(70,635
)
(36,508
)
(7,934
)
192,363
43,803
187,746
35,472
(30,062
)
31,094
23,840
37,522
32,934
59,312
7,460
64,028
133,051
36,343
123,718
4,425
2,918
12,501
16,926
2,918
133,051
53,269
126,636
29,087
33,736
6,078
$
103,964
$
19,533
$
120,558
$
103,964
$
15,209
$
119,206
4,324
1,352
$
103,964
$
19,533
$
120,558
$
1.95
$
0.30
$
2.37
0.09
0.03
$
1.95
$
0.39
$
2.40
$
1.94
$
0.30
$
2.36
0.09
0.02
$
1.94
$
0.39
$
2.38
53,218
50,418
50,202
53,609
50,603
50,549
Table of Contents
(In thousands)
Years Ended December 31,
2010
2009
2008
$
133,051
$
53,269
$
126,636
117,529
99,633
63,789
482
(419
)
23,840
37,522
32,934
3,067
11,498
7,549
7,467
(14,479
)
(5,958
)
1,464
175
2,282
3,724
(228,466
)
(474,205
)
331,978
(96,854
)
(17,904
)
15,006
(14,990
)
(33,270
)
10,006
369
(15,816
)
(398
)
342,182
583,550
(393,186
)
22,414
1,651
(2,149
)
1,781
(34,966
)
(33,541
)
(34,751
)
5,702
17,830
(6,738
)
283,255
211,545
155,490
(188,129
)
(269,552
)
(383,742
)
(25,103
)
(32,999
)
(34,317
)
(267,141
)
(25,665
)
(25,500
)
31,865
171,000
5,958
7,295
(175,892
)
(769,142
)
230,281
945,461
(290
)
(213,232
)
(534,603
)
(57,777
)
310,000
94,000
(310,000
)
(94,000
)
66,000
239,000
114,000
(113,000
)
(233,000
)
(85,000
)
(1,028
)
287,925
147,540
133,035
40,000
(3,121
)
(8,842
)
(913
)
(1,368
)
(1,214
)
(151,106
)
23,500
15,150
17,000
(31,868
)
(30,123
)
(29,064
)
(48,493
)
(33,200
)
(22,098
)
118
134
1,005
(2,704
)
(616
)
(795
)
(1,094
)
(1,209
)
5,694
(191
)
34,482
406,849
(151,277
)
104,505
83,791
(53,564
)
124,596
40,805
94,369
$
229,101
$
124,596
$
40,805
$
66,674
$
39,995
$
14,346
$
62,084
$
19,344
$
21,084
Table of Contents
(In thousands)
Holly Corporation Stockholders Equity
Accumulated Other
Non-
Common
Additional
Retained
Comprehensive
Treasury
controlling
Stock
Capital
Earnings
Income (Loss)
Stock
Interest
Total Equity
$
733
$
109,125
$
1,054,974
$
(19,076
)
$
(551,962
)
$
8,333
$
602,127
389,184
389,184
120,558
6,078
126,636
(30,144
)
(30,144
)
(22,098
)
(22,098
)
(16,005
)
(7,079
)
(23,084
)
18,500
18,500
2
1,003
1,005
3,364
3,364
5,476
5,476
2,330
1,732
4,062
(795
)
(795
)
(138,838
)
(138,838
)
937
937
$
735
$
121,298
$
1,145,388
$
(35,081
)
$
(690,800
)
$
394,792
$
936,332
19,533
33,736
53,269
(30,580
)
(30,580
)
(33,200
)
(33,200
)
(8,718
)
(8,718
)
9,381
2,021
11,402
28
73,972
74,000
186,801
186,801
13,650
13,650
1
134
135
371
371
5,270
5,270
(5,480
)
6,083
699
1,302
(1,214
)
(1,214
)
(1,039
)
(1,039
)
$
764
$
195,565
$
1,134,341
$
(25,700
)
$
(685,931
)
$
588,742
$
1,207,781
103,964
29,087
133,051
(31,977
)
(31,977
)
(48,493
)
(48,493
)
(546
)
(1,623
)
(2,169
)
23,500
23,500
118
118
416
416
7,773
7,773
(1
)
(9,494
)
9,495
2,215
2,215
(1,368
)
(1,368
)
(2,708
)
(2,708
)
$
763
$
194,378
$
1,206,328
$
(26,246
)
$
(677,804
)
$
590,720
$
1,288,139
Table of Contents
(In thousands)
Years Ended December 31,
2010
2009
2008
$
133,051
$
53,269
$
126,636
114
173
1,146
236
(1,315
)
114
409
(169
)
(1,999
)
3,726
(12,967
)
1,076
(923
)
3,726
(12,967
)
(238
)
742
1,433
(1,470
)
12,497
(21,572
)
(2,517
)
17,374
(33,275
)
(348
)
5,972
(10,191
)
(2,169
)
11,402
(23,084
)
130,882
64,671
103,552
27,464
35,757
(1,001
)
$
103,418
$
28,914
$
104,553
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Years Ended December 31,
2009
2008
(In thousands)
$
5,367
$
3,716
(942
)
(798
)
4,425
2,918
14,479
(1,978
)
12,501
$
16,926
$
2,918
Table of Contents
HEP PTA (pipelines and terminals throughput agreement expiring in 2019 that relates to
the pipelines and terminal assets that we contributed to HEP upon its initial public
offering in 2004);
HEP IPA (intermediate pipelines throughput agreement expiring in 2024 that relates to
the intermediate pipelines sold to HEP in 2005 and 2009);
HEP CPTA (crude pipelines and tankage throughput agreement expiring in 2023 that relates
to the crude pipelines and tankage assets sold to HEP in 2008);
HEP PTTA (pipeline, tankage and loading rack throughput agreement expiring in 2024 that
relates to the Tulsa east storage tank and loading rack facilities acquired in 2009 and
2010);
HEP RPA (pipeline throughput agreement expiring in 2024 that relates to the Roadrunner
Pipeline sold to HEP in 2009);
HEP ETA (equipment and throughput agreement expiring in 2024 that relates to the Tulsa
west loading rack facilities sold to HEP in 2009);
HEP NPA (natural gas pipeline throughput agreement expiring in 2024); and
HEP ATA (loading rack throughput agreement expiring in 2025 that relates to the
Lovington asphalt loading rack facility sold to HEP in March 2010).
Table of Contents
Pipeline and terminal expenses paid to HEP were $10.6 million for the period from
January 1, 2008 through February 29, 2008.
We charged HEP $0.4 million for the period from January 1, 2008 through February 29,
2008 for general and administrative services under an omnibus agreement that we have with
HEP that we recorded as a reduction in expenses.
HEP reimbursed us for costs of employees supporting their operations of $2.1 million for
the period from January 1, 2008 through February 29, 2008 which we recorded as a reduction
in expenses.
We received as regular distributions on our subordinated units, common units and general
partner interest $6.1 million for the period from January 1, 2008 through February 29,
2008. Our distributions included $0.7 million for the period from January 1, 2008 through
February 29, 2008 in incentive distributions with respect to our general partner interest.
(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.
Table of Contents
(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.
Years Ended December 31,
2010
2009
2008
(In thousands, except per share data)
$
103,964
$
15,209
$
119,206
53,218
50,418
50,202
391
185
347
53,609
50,603
50,549
$
1.95
$
0.30
$
2.37
$
1.94
$
0.30
$
2.36
Table of Contents
Weighted-
Weighted-
Average
Aggregate
Average
Remaining
Intrinsic
Exercise
Contractual
Value
Options
Shares
Price
Term
($000)
40,200
$
2.98
40,200
2.98
$
$
Weighted-
Average
Grant-Date
Aggregate Intrinsic
Restricted Stock
Grants
Fair Value
Value ($000)
284,450
$
31.82
(119,557
)
34.94
188,502
29.04
(6,399
)
27.53
346,996
$
29.31
$
14,147
Table of Contents
Performance Share Units
Grants
215,170
(38,653
)
110,489
(8,913
)
278,093
Table of Contents
Available-for-Sale Securities
Estimated Fair
Gross
Value
Unrealized
(Net Carrying
Amortized Cost
Gain
Amount)
(In thousands)
$
610
$
733
$
1,343
$
604
$
619
$
1,223
December 31,
2010
2009
(In thousands
)
$
96,570
$
60,874
68,792
42,783
188,274
155,925
22,512
22,823
24,219
21,108
$
400,367
$
303,513
(1)
Other raw materials and unfinished products include feedstocks and blendstocks, other
than crude.
(2)
Finished products include gasolines, jet fuels, diesels, lubricants, asphalts, LPGs
and residual fuels.
(3)
Process chemicals include catalysts, additives and other chemicals.
Table of Contents
December 31,
2010
2009
(In thousands)
$
91,169
$
73,973
1,174,980
981,594
539,045
478,522
20,972
20,760
83,199
80,546
306,463
366,460
2,215,828
2,001,855
(459,137
)
(371,885
)
$
1,756,691
$
1,629,970
Table of Contents
Table of Contents
December 31,
December 31,
2010
2009
(In thousands)
$
300,000
$
300,000
(10,491
)
(11,549
)
289,509
288,451
38,781
39,809
328,290
328,260
159,000
206,000
185,000
185,000
(10,961
)
(13,593
)
1,444
1,791
175,483
173,198
150,000
(2,212
)
147,788
482,271
379,198
$
810,561
$
707,458
Table of Contents
our inventory positions;
natural gas purchases;
costs of crude oil; and
prices of refined products.
Table of Contents
Balance Sheet
Location of
Offsetting
Derivative Instruments
Location
Fair Value
Offsetting Balance
Amount
(Dollars in thousands)
$
38
$
38
$
10,026
$
10,026
$
497
$
497
$
9,141
$
9,141
$
2,294
$
1,791
(1)
Equity
503
(2)
$
2,294
$
2,294
$
2,555
Equity
$
2,555
(2)
(1)
Represents unamortized balance of a deferred hedge premium attributable to HEPs fair
value hedge that was dedesignated in 2008 that is being amortized as a reduction to
interest expense over the remaining term of the HEP 6.25% Senior Notes.
(2)
Represents prior year charges to interest expense.
Years Ended December 31,
2010
2009
2008
(In thousands)
$
30,999
$
(24,876
)
$
27,795
4,473
(2,266
)
4,097
21,796
33,269
27,727
2,044
4,253
5,207
$
59,312
$
10,380
$
64,826
Table of Contents
Years Ended December 31,
2010
2009
2008
(In thousands)
$
67,327
$
15,331
$
65,711
4,372
1,708
7,322
(158
)
(65
)
(1,896
)
(940
)
(2,380
)
(168
)
(2,772
)
7,720
1,820
(11,315
)
(13,123
)
(2,739
)
26
(1,023
)
(240
)
$
59,312
$
10,380
$
64,826
December 31, 2010
Assets
Liabilities
Total
(In thousands)
$
9,235
$
$
9,235
2,126
2,126
556
556
258
(8,612
)
(8,354
)
(356
)
(356
)
4,458
(2,874
)
1,584
16,633
(11,842
)
4,791
(207,861
)
(207,861
)
18,319
(2,558
)
15,761
947
947
(23,326
)
(23,326
)
78,851
(4,211
)
74,640
11,626
(3,722
)
7,904
109,743
(241,678
)
(131,935
)
$
126,376
$
(253,520
)
$
(127,144
)
December 31, 2009
Assets
Liabilities
Total
(In thousands)
$
7,701
$
$
7,701
1,812
1,812
2,339
2,339
7,951
7,951
2,423
(3,321
)
(898
)
22,226
(3,321
)
18,905
(176,889
)
(176,889
)
13,488
13,488
9,420
9,420
(18,257
)
(18,257
)
47,188
(4,507
)
42,681
7,512
(2,540
)
4,972
77,608
(202,193
)
(124,585
)
$
99,834
$
(205,514
)
$
(105,680
)
(1)
Our net current deferred tax assets are classified as other current assets under
Prepayments and other in our consolidated balance sheets.
Table of Contents
Liability for
Unrecognized
Tax Benefits
(In thousands)
$
1,964
6
(106
)
$
1,864
Years Ended December 31,
2010
2009
2008
53,066,269
49,943,220
52,616,169
2,789,155
40,200
45,000
406,000
141,443
154,078
46,943
70,143
146,664
84,948
6,150
49,719
57,572
(15,042
)
(1,633
)
(2,033
)
(44,475
)
(59,934
)
(3,266,379
)
53,264,688
53,066,269
49,943,220
(1)
Includes 44,475, 59,934 and 55,515 shares purchased in 2010, 2009 and 2008, respectively,
under the terms of restricted stock agreements to provide funds for the payment of payroll
and income taxes due at vesting of restricted stock.
Table of Contents
Tax Expense
Before-Tax
(Benefit)
After-Tax
(In thousands)
$
114
$
42
$
72
(923
)
275
(1,198
)
(238
)
(93
)
(145
)
(1,470
)
(572
)
(898
)
(2,517
)
(348
)
(2,169
)
(1,623
)
(1,623
)
$
(894
)
$
(348
)
$
(546
)
$
409
$
158
$
251
3,726
663
3,063
742
289
453
12,497
4,862
7,635
17,374
5,972
11,402
2,021
2,021
$
15,353
$
5,972
$
9,381
$
(169
)
$
(67
)
$
(102
)
(12,967
)
(2,290
)
(10,677
)
1,433
557
876
(21,572
)
(8,391
)
(13,181
)
(33,275
)
(10,191
)
(23,084
)
(7,079
)
(7,079
)
$
(26,196
)
$
(10,191
)
$
(16,005
)
December 31,
2010
2009
(In thousands)
$
(22,672
)
$
(21,774
)
(1,894
)
(1,749
)
451
379
(2,131
)
(2,556
)
$
(26,246
)
$
(25,700
)
Table of Contents
Years Ended December 31,
2010
2009
(In thousands)
$
81,170
$
74,488
4,595
4,314
5,154
4,943
(4,825
)
(3,726
)
7,989
1,151
$
94,083
$
81,170
$
55,618
$
45,342
8,297
12,977
(4,825
)
(3,726
)
5,400
1,025
$
64,490
$
55,618
$
(29,593
)
$
(25,552
)
$
(29,593
)
$
(25,552
)
$
(33,750
)
$
(31,677
)
(2,420
)
(2,811
)
$
(36,170
)
$
(34,488
)
December 31,
2010
2009
5.65
%
6.20
%
4.00
%
4.00
%
Years Ended December 31,
2010
2009
2008
(In thousands)
$
4,595
$
4,314
$
4,229
5,154
4,943
4,692
(4,576
)
(3,843
)
(4,793
)
390
390
390
2,196
3,815
1,218
$
7,759
$
9,619
$
5,736
Table of Contents
Years Ended December 31,
2010
2009
2008
6.20
%
6.50
%
6.40
%
4.00
%
4.00
%
4.00
%
8.50
%
8.50
%
8.50
%
(In thousands)
$
2,126
390
$
2,516
Percentage of Plan Assets at
Year End
Target
Allocation
December 31,
December 31,
Asset Category
2011
2010
2009
62
%
66
%
69
%
30
%
30
%
31
%
8
%
4
%
100
%
100
%
100
%
Table of Contents
(in thousands)
$
16,375
14,012
12,119
10,966
10,510
19,945
$
83,927
Table of Contents
Table of Contents
Consolidations
Corporate
and
Consolidated
Refining
(1)
HEP
(2)
and Other
Eliminations
Total
(In thousands)
$
8,287,000
$
182,114
$
415
$
(146,600
)
$
8,322,929
$
84,587
$
29,062
$
4,562
$
(682
)
$
117,529
$
242,466
$
92,386
$
(69,654
)
$
(2,200
)
$
262,998
$
186,441
$
25,103
$
1,688
$
$
213,232
$
2,490,193
$
669,820
$
573,531
$
(32,069
)
$
3,701,475
$
4,789,821
$
146,561
$
(636
)
$
(101,478
)
$
4,834,268
$
67,347
$
24,599
$
6,805
$
$
98,751
$
71,281
$
70,373
$
(60,239
)
$
(1,104
)
$
80,311
$
266,648
$
32,999
$
2,904
$
$
302,551
$
2,142,317
$
641,775
$
392,007
$
(30,160
)
$
3,145,939
$
5,837,449
$
94,439
$
2,641
$
(74,172
)
$
5,860,357
$
40,090
$
18,390
$
4,515
$
$
62,995
$
210,252
$
37,082
$
(51,654
)
$
$
195,680
$
381,227
$
34,317
$
2,515
$
$
418,059
$
1,288,211
$
458,049
$
141,768
$
(13,803
)
$
1,874,225
(1)
The Refining segment reflects the operations of our Tulsa Refinery west and east
facilities beginning on our acquisition dates of June 1, 2009 and December 1, 2009,
respectively.
(2)
HEP segment revenues from external customers were $36 million, $45.5 million and $19.3
million for the years ended December 31, 2010, 2009 and 2008, respectively.
Table of Contents
Table of Contents
Non-
Holly Corp.
Non-Guarantor
Guarantor
Guarantor
Before
Non-Restricted
Restricted
Restricted
Consolidation
Subsidiaries
Year Ended December 31, 2010
Parent
Subsidiaries
Subsidiaries
Eliminations
of HEP
(HEP Segment)
Eliminations
Consolidated
(In thousands)
$
412
$
8,287,000
$
3
$
$
8,287,415
$
182,114
$
(146,600
)
$
8,322,929
7,510,172
185
7,510,357
(143,208
)
7,367,149
2,411
449,534
32
451,977
52,947
(510
)
504,414
62,130
990
63,120
7,719
70,839
3,745
85,517
(113
)
89,149
29,062
(682
)
117,529
68,286
8,046,213
104
8,114,603
89,728
(144,400
)
8,059,931
(67,874
)
240,787
(101
)
172,812
92,386
(2,200
)
262,998
265,367
30,036
30,069
(295,403
)
30,069
2,393
(30,069
)
2,393
(33,838
)
(5,456
)
45
(39,249
)
(36,245
)
2,466
(73,028
)
231,529
24,580
30,114
(295,403
)
(9,180
)
(33,852
)
(27,603
)
(70,635
)
163,655
265,367
30,013
(295,403
)
163,632
58,534
(29,803
)
192,363
59,016
59,016
296
59,312
104,639
265,367
30,013
(295,403
)
104,616
58,238
(29,803
)
133,051
23
23
(29,110
)
(29,087
)
$
104,639
$
265,367
$
30,013
$
(295,380
)
$
104,639
$
58,238
$
(58,913
)
$
103,964
Non-
Holly Corp.
Non-Guarantor
Guarantor
Guarantor
Before
Non-Restricted
Restricted
Restricted
Consolidation
Subsidiaries
Year Ended December 31, 2009
Parent
Subsidiaries
Subsidiaries
Eliminations
of HEP
(HEP Segment)
Eliminations
Consolidated
(In thousands)
$
3,346
$
4,785,781
$
58
$
$
4,789,185
$
146,561
$
(101,478
)
$
4,834,268
4,336,973
900
4,337,873
(99,865
)
4,238,008
313,361
313,361
44,003
(509
)
356,855
51,648
1,318
(209
)
52,757
7,586
60,343
3,928
68,956
1,268
74,152
24,599
98,751
55,576
4,720,608
1,959
4,778,143
76,188
(100,374
)
4,753,957
(52,230
)
65,173
(1,901
)
11,042
70,373
(1,104
)
80,311
96,266
31,643
33,052
(127,909
)
33,052
(33,052
)
(13,713
)
1,096
44
(12,573
)
(21,490
)
(1,238
)
(35,301
)
(1,480
)
1,480
1,986
(67
)
1,919
(3,126
)
(3,126
)
(1,356
)
1,356
(3,126
)
81,073
31,093
33,096
(127,909
)
17,353
(20,860
)
(33,001
)
(36,508
)
28,843
96,266
31,195
(127,909
)
28,395
49,513
(34,105
)
43,803
10,295
10,295
20
(2,855
)
7,460
18,548
96,266
31,195
(127,909
)
18,100
49,493
(31,250
)
36,343
19,780
(2,854
)
16,926
18,548
96,266
31,195
(127,909
)
18,100
69,273
(34,104
)
53,269
448
448
(34,184
)
(33,736
)
$
18,548
$
96,266
$
31,195
$
(127,461
)
$
18,548
$
69,273
$
(68,288
)
$
19,533
Table of Contents
Non-
Holly Corp.
Non-Guarantor
Guarantor
Guarantor
Before
Non-Restricted
Restricted
Restricted
Consolidation
Subsidiaries
Year Ended December 31, 2008
Parent
Subsidiaries
Subsidiaries
Eliminations
of HEP
(HEP Segment)
Eliminations
Consolidated
(In thousands)
$
1,831
$
5,838,244
$
15
$
$
5,840,090
$
94,439
$
(74,172
)
$
5,860,357
23
5,354,561
5,354,584
(73,885
)
5,280,699
17
231,995
627
232,639
33,353
(287
)
265,705
46,230
3,434
49,664
5,614
55,278
3,627
40,299
679
44,605
18,390
62,995
49,897
5,630,289
1,306
5,681,492
57,357
(74,172
)
5,664,677
(48,066
)
207,955
(1,291
)
158,598
37,082
195,680
257,587
15,700
16,633
(273,287
)
16,633
(13,643
)
2,990
(23,875
)
31,698
507
8,330
(21,488
)
(13,158
)
2,234
2,234
2,234
233,712
49,632
17,140
(273,287
)
27,197
(21,488
)
(13,643
)
(7,934
)
185,646
257,587
15,849
(273,287
)
185,795
15,594
(13,643
)
187,746
64,537
64,537
238
(747
)
64,028
121,109
257,587
15,849
(273,287
)
121,258
15,356
(12,896
)
123,718
3,665
(747
)
2,918
121,109
257,587
15,849
(273,287
)
121,258
19,021
(13,643
)
126,636
149
149
(6,227
)
(6,078
)
$
121,109
$
257,587
$
15,849
$
(273,138
)
$
121,407
$
19,021
$
(19,870
)
$
120,558
Non-
Holly Corp.
Non-Guarantor
Guarantor
Guarantor
Before
Non-Restricted
Restricted
Restricted
Consolidation
Subsidiaries
Year Ended December 31, 2010
Parent
Subsidiaries
Subsidiaries
of HEP
(HEP Segment)
Eliminations
Consolidated
(In thousands)
$
140,934
$
74,234
$
1,268
$
216,436
$
103,168
$
(36,349
)
$
283,255
(1,573
)
(105,434
)
(81,122
)
(188,129
)
(188,129
)
(60,629
)
35,526
(25,103
)
39,040
39,040
(39,040
)
(1,573
)
(66,394
)
(81,122
)
(149,089
)
(60,629
)
(3,514
)
(213,232
)
(47,000
)
(47,000
)
147,540
147,540
(1,444
)
(1,444
)
416
(1,028
)
(1,368
)
(1,368
)
(1,368
)
(57,000
)
80,500
23,500
23,500
(31,868
)
(31,868
)
(31,868
)
54,046
54,046
(57,560
)
3,514
(84,426
)
35,933
(48,493
)
(1,094
)
(1,094
)
(1,094
)
(2,627
)
(2,627
)
(494
)
(3,121
)
(2,704
)
(2,704
)
118
118
118
(36,839
)
(4,398
)
80,500
39,263
(44,644
)
39,863
34,482
102,522
3,442
646
106,610
(2,105
)
104,505
127,560
(12,477
)
7,005
122,088
2,508
124,596
$
230,082
$
(9,035
)
$
7,651
$
228,698
$
403
$
$
229,101
Table of Contents
Non-
Holly Corp.
Non-Guarantor
Guarantor
Guarantor
Before
Non-Restricted
Restricted
Restricted
Consolidation
Subsidiaries
Year Ended December 31, 2009
Parent
Subsidiaries
Subsidiaries
of HEP
(HEP Segment)
Eliminations
Consolidated
(In thousands)
$
(277,912
)
$
448,020
$
308
$
170,416
$
68,195
$
(27,066
)
$
211,545
(2,904
)
(215,343
)
(51,305
)
(269,552
)
(25,665
)
(295,217
)
(128,079
)
95,080
(32,999
)
(175,892
)
(175,892
)
(175,892
)
230,281
230,281
230,281
74,000
(341,141
)
(267,141
)
(267,141
)
(25,500
)
(25,500
)
83,280
83,280
(83,280
)
31,865
31,865
125,485
(473,204
)
(51,305
)
(399,024
)
(147,379
)
11,800
(534,603
)
6,000
6,000
133,035
133,035
(30,123
)
(30,123
)
(30,123
)
(62,688
)
29,488
(33,200
)
(1,214
)
(1,214
)
(1,214
)
(39,450
)
54,600
15,150
15,150
(1,209
)
(1,209
)
(1,209
)
(8,842
)
(8,842
)
(8,842
)
287,925
287,925
287,925
40,000
40,000
40,000
134
13,339
13,473
76
(14,222
)
(673
)
246,671
13,889
54,600
315,160
76,423
15,266
406,849
94,244
(11,295
)
3,603
86,552
(2,761
)
83,791
33,316
(1,182
)
3,402
35,536
5,269
40,805
$
127,560
$
(12,477
)
$
7,005
$
122,088
$
2,508
$
$
124,596
Non-
Holly Corp.
Non-Guarantor
Guarantor
Guarantor
Before
Non-Restricted
Restricted
Restricted
Consolidation
Subsidiaries
Year Ended December 31, 2008
Parent
Subsidiaries
Subsidiaries
of HEP
(HEP Segment)
Eliminations
Consolidated
(In thousands)
$
(63,480
)
$
192,299
$
364
$
129,183
$
46,091
$
(19,784
)
$
155,490
(2,515
)
(295,937
)
(85,290
)
(383,742
)
(383,742
)
(34,317
)
(34,317
)
(769,142
)
(769,142
)
(769,142
)
945,461
945,461
945,461
171,000
171,000
171,000
5,958
5,958
5,958
7,295
7,295
(290
)
(290
)
(290
)
173,804
(119,269
)
(85,290
)
(30,755
)
(34,317
)
7,295
(57,777
)
29,000
29,000
1,005
1,005
1,005
(29,054
)
(29,054
)
(10
)
(29,064
)
(41,603
)
19,505
(22,098
)
(151,106
)
(151,106
)
(151,106
)
(1,500
)
(55,500
)
74,000
17,000
17,000
5,694
5,694
5,694
(800
)
(800
)
(113
)
(913
)
(795
)
(795
)
(174,961
)
(56,300
)
74,000
(157,261
)
(13,511
)
19,495
(151,277
)
(64,637
)
16,730
(10,926
)
(58,833
)
(1,737
)
7,006
(53,564
)
97,953
(17,912
)
14,328
94,369
7,006
(7,006
)
94,369
$
33,316
$
(1,182
)
$
3,402
$
35,536
$
5,269
$
$
40,805
Table of Contents
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Year
(In thousands, except per share data)
$
1,874,290
$
2,145,860
$
2,090,988
$
2,211,791
$
8,322,929
$
1,897,034
$
2,013,696
$
1,983,370
$
2,165,831
$
8,059,931
$
(22,744
)
$
132,164
$
107,618
$
45,960
$
262,998
$
(39,926
)
$
112,320
$
90,884
$
29,085
$
192,363
$
(28,094
)
$
66,162
$
51,177
$
14,719
$
103,964
$
(0.53
)
$
1.24
$
0.96
$
0.28
$
1.95
$
(0.53
)
$
1.24
$
0.96
$
0.27
$
1.94
$
0.15
$
0.15
$
0.15
$
0.15
$
0.60
53,094
53,206
53,210
53,258
53,218
53,232
53,408
53,567
53,648
53,609
$
648,030
$
1,035,778
$
1,488,491
$
1,661,969
$
4,834,268
$
610,239
$
998,327
$
1,432,909
$
1,712,482
$
4,753,957
$
37,791
$
37,451
$
55,582
$
(50,513
)
$
80,311
$
33,923
$
29,260
$
43,674
$
(63,054
)
$
43,803
$
21,945
$
14,605
$
23,484
$
(40,501
)
$
19,533
$
0.44
$
0.29
$
0.47
$
(0.79
)
$
0.39
$
0.44
$
0.29
$
0.47
$
(0.79
)
$
0.39
$
0.15
$
0.15
$
0.15
$
0.15
$
0.60
50,042
50,170
50,244
51,200
50,418
50,171
50,226
50,327
51,380
50,603
Table of Contents
Table of Contents
Table of Contents
Page in
Form 10-K
74
75
76
77
78
79
80
(2)
Index to Consolidated Financial Statement Schedules
All schedules are omitted since the required information is not present or is not present in
amounts sufficient to require submission of the schedule, or because the information
required is included in the consolidated financial statements or notes thereto.
(3)
Exhibits
The Exhibit Index on pages 114 to 120 of this Annual Report on Form 10-K lists the exhibits
that are filed or furnished, as applicable, as part of this Annual Report on Form 10-K.
Table of Contents
HOLLY CORPORATION
(Registrant)
/s/ Matthew P. Clifton
Matthew P. Clifton
Chief Executive Officer
Signature
Capacity
Date
/s/ Matthew P. Clifton
Chief Executive Officer and
Chairman of the Board
February 25, 2011
/s/ Bruce R. Shaw
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
February 25, 2011
/s/ Scott C. Surplus
Vice President and Controller
(Principal Accounting Officer)
February 25, 2011
/s/ Denise C. McWatters
Vice President, General
Counsel and Secretary
February 25, 2011
/s/ Buford P. Berry
Director
February 25, 2011
/s/ Leldon E. Echols
Director
February 25, 2011
/s/ Robert G. McKenzie
Director
February 25, 2011
/s/ Jack P. Reid
Director
February 25, 2011
/s/ Paul T. Stoffel
Director
February 25, 2011
/s/ Tommy A. Valenta
Director
February 25, 2011
Table of Contents
in Item 601 of Regulation S-K
Exhibit
Number
Description
Asset Sale and Purchase Agreement, dated October 19, 2009, by and between Holly Refining &
Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by
reference to Exhibit 2.1 of Registrants Current Report on Form 8-K filed October 21, 2009,
File No. 1-03876).
Amendment No. 1 to Asset Sale and Purchase Agreement, dated December 1, 2009, by and
between Holly Refining & Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining
Company (incorporated by reference to Exhibit 2.1 of Registrants Current Report on Form 8-K
filed December 7, 2009, File No. 1-03876).
Asset Sale and Purchase Agreement, dated April 15, 2009, by and between Holly Refining &
Marketing-Midcon, L.L.C. and Sunoco, Inc. (R&M) (incorporated by reference to Exhibit 2.1 of
Registrants Current Report on Form 8-K filed April 16, 2009, File No. 1-03876).
Restated Certificate of Incorporation of Holly Corporation, dated March 10, 2010.
By-Laws of Holly Corporation, dated December 22, 2005 (incorporated by reference to
Exhibit 3.2.2 of Registrants Current Report on Form 8-K filed December 22, 2005, File No.
1-03876).
Indenture, dated June 10, 2009, among Holly Corporation, the subsidiary guarantors named
therein and U.S. Bank Trust National Association, as trustee, relating to Holly
Corporations 9.875% Senior Notes due 2017 (includes the form of certificate for the notes
issued thereunder) (incorporated by reference to Exhibit 4.1 of Registrants Form 8-K
Current Report dated June 11, 2009, File No. 1-03876).
Indenture, dated February 28, 2005, among Holly Energy Partners, L.P. and Holly Energy
Finance Corp., the Guarantors and U.S. Bank National Association, as Trustee (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).
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).
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).
First Supplemental Indenture, dated March 10, 2005, among Holly Energy Partners, L.P.,
Holly Energy Finance Corp., the Guarantors identified therein, 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).
Table of Contents
Exhibit
Number
Description
Second Supplemental Indenture, dated April 27, 2005, among Holly Energy Partners, L.P.,
Holly Energy Finance Corp., the Guarantors identified therein, 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).
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 identified therein,
and U.S. Bank National Association (incorporated by reference to Exhibit 4.8 of Registrants
Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
Fourth Supplemental Indenture, dated June 29, 2009, among HEP SLC, LLC, Holly Energy
Partners, L.P., Holly Energy Finance Corp., the other Guarantors named therein, and U.S.
Bank National Association (incorporated by reference to Exhibit 4.9 of Registrants Annual
Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
Fifth Supplemental Indenture, dated July 13, 2009, among HEP Tulsa LLC, Holly Energy
Partners, L.P., Holly Energy Finance Corp., the other Guarantors named therein, and U.S.
Bank National Association (incorporated by reference to Exhibit 4.10 of Registrants Annual
Report on Form 10-K for its fiscal year ended December 31, 2009, File No. 1-03876).
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 named therein,
and U.S. Bank National Association (incorporated by reference to Exhibit 4.11 of
Registrants Annual Report on Form 10-K for its fiscal year ended December 31, 2009, File
No. 1-03876).
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 its
quarterly period ended June 30, 2010, File No. 1-32225).
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 its quarterly period ended June 30, 2010, File No.
1-32225).
Indenture, dated March 10, 2010, among Holly Energy Partners, L.P., Holly Energy Finance
Corp. and each of the guarantors party thereto and U.S. Bank National Association
(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).
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 its quarterly
period ended June 30, 2010, File No. 1-32225).
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 its quarterly period ended June 30, 2010, File No.
1-32225).
Table of Contents
Exhibit
Number
Description
Option Agreement, dated January 31, 2008, by and 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 Registrants
Current Report on Form 8-K filed February 5, 2008, File No. 1-03876).
First Amendment to Option Agreement, dated February 11, 2010, by and 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.
Amended and Restated Intermediate Pipelines Agreement, dated June 1, 2009, by and 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 Logistic 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 Form 8-K Current
Report dated June 5, 2009, File No. 1-32225).
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 Logistic Services, L.L.C., and HEP Logistics GP, L.L.C.
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.
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 Form 8-K Current Report dated August 6, 2009, File No. 1-32225).
Amendment to Tulsa Equipment and Throughput Agreement, dated December 9, 2010, among
Holly Refining & Marketing Tulsa LLC and HEP Tulsa LLC.
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.
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 Form 8-K Current Report dated August 6, 2009, File No. 1-32225).
Amended and Restated Crude Pipelines and Tankage Agreement, dated December 1, 2009, by and
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 dated December 7, 2009, File No. 1-32225).
Table of Contents
Exhibit
Number
Description
Amended and Restated Refined Product Pipelines and Terminals Agreement, dated December 1,
2009, by and 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 dated December 7, 2009, File No. 1-32225).
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.
Pipeline Throughput Agreement, dated December 1, 2009, by and 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 dated December 7,
2009, File No. 1-32225).
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.
First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa
East), dated March 31,2010, by and among Holly Refining & Marketing-Tulsa, LLC, HEP Tulsa LLC
and Holly Energy Storage-Tulsa LLC (incorporated by reference to Exhibit 10.1 of Registrants
Current Report on Form 8-K filed April 6, 2010, File No. 1-03876).
Amendment to First Amended and Restated Pipelines, Tankage and Loading Rack Throughput
Agreement (Tulsa East), dated June 11, 2010, by and 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 its quarterly period
ended June 30, 2010, File No. 1-32225).
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.
Indemnification Proceeds and Payments Allocation Agreement, dated December 1, 2009, by and
between HEP Tulsa LLC and Holly Refining & Marketing-Tulsa LLC (incorporated by reference to
Exhibit 10.2 of Registrants Form 8-K Current Report dated December 7, 2009, File No.
1-03876).
Pipeline Systems Operating Agreement, dated February 8, 2010, by and 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).
First Amendment to Pipeline Systems Operating Agreement, dated March 31, 2010, by and
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 Registrants Current
Report on Form 8-K filed April 6,
2010, File No. 1-03876).
Table of Contents
Exhibit
Number
Description
Loading Rack Throughput Agreement (Lovington), dated March 31, 2010, by and between Navajo
Refining Company, L.L.C. and Holly Energy Storage-Lovington LLC (incorporated by reference to
Exhibit 10.2 of Registrants Current Report on Form 8-K filed April 6, 2010, File No.
1-03876).
Fourth Amended and Restated Omnibus Agreement, dated March 31, 2010, by and among Holly
Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries
(incorporated by reference to Exhibit 10.3 of Registrants Current Report on Form 8-K filed
April 6, 2010, File No. 1-03876).
First Amended and Restated Lease and Access Agreement (East Tulsa), dated March 31, 2010,
by and among Holly Refining & Marketing-Tulsa, LLC, HEP Tulsa LLC and Holly Energy
Storage-Tulsa LLC (incorporated by reference to Exhibit 10.4 of Registrants Current Report
on Form 8-K filed April 6, 2010, File No. 1-03876).
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
Registrants Annual Report on Form 10-K for its fiscal year ended July 31, 1991, File No.
1-03876).
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 Registrants Annual Report on Form 10-K for
its fiscal year ended December 31, 2008, File No. 1-03876).
Amendment No. 1 to the Holly Corporation Long-Term Incentive Compensation Plan, as amended
and restated on May 24, 2007 (incorporated by reference to Exhibit 10.5 of Registrants
Annual Report on Form 10-K for its fiscal year ended December 31, 2008, File No. 1-03876).
Holly Corporation Supplemental Payment Agreement for 2001 Service as Director
(incorporated by reference to Exhibit 10.19 of Registrants Annual Report on Form 10-K for
its fiscal year ended July 31, 2002, File No. 1-03876).
Holly Corporation Supplemental Payment Agreement for 2002 Service as Director
(incorporated by reference to Exhibit 10.20 of Registrants Annual Report on Form 10-K for
its fiscal year ended July 31, 2002, File No. 1-03876).
Holly Corporation Supplemental Payment Agreement for 2003 Service as Director
(incorporated by reference to Exhibit 10.2 of Registrants Quarterly Report on Form 10-Q for
the quarterly period ended January 31, 2003, File No. 1-03876).
Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.1 of
Registrants Current Report on
Form 8-K filed January 12, 2007, File No. 1-03876).
First Amendment to Performance Share Unit Agreement (incorporated by reference to Exhibit
10.16 of Registrants Annual Report on Form 10-K for its fiscal year ended December 31, 2008,
File No. 1-03876).
Holly Corporation Change in Control Agreement Policy (incorporated by reference to Exhibit
10.1 of Registrants Current Report on Form 8-K filed February 20, 2008, File No. 1-03876).
Holly Corporation Employee Form of Change in Control Agreement (incorporated by reference
to Exhibit 10.2 of Registrants Current Report on Form 8-K filed February 20, 2008, File No.
1-03876).
Table of Contents
Exhibit
Number
Description
Holly Energy Partners, L.P. Employee Form of Change in Control Agreement (incorporated by
reference to Exhibit 10.3 of Registrants Current Report on Form 8-K filed February 20, 2008,
File No. 1-03876).
Form of Executive Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 of
Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009,
File No. 1-03876).
Form of Employee Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of
Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009,
File No. 1-03876).
Form of Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4
of Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009,
File No. 1-03876).
Form of Form of Performance Share Unit Agreement (incorporated by reference to Exhibit
10.5 of Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2009, File No. 1-03876).
Form of Executive Restricted Stock Agreement [time and performance based vesting]
(incorporated by reference to Exhibit 10.7 of Registrants Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2010, File No. 1-03876).
Executive Restricted Stock Agreement, dated March 12, 2010, by and between Holly
Corporation and Matthew P. Clifton (incorporated by reference to Exhibit 10.8 of
Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010,
File No. 1-03876).
Executive Restricted Stock Agreement, dated March 12, 2010, by and between Holly
Corporation and David L. Lamp (incorporated by reference to Exhibit 10.9 of Registrants
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, File No.
1-03876).
Form of Employee Restricted Stock Agreement [time based vesting] (incorporated by
reference to Exhibit 10.10 of Registrants Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2010, File No. 1-03876).
Second Amended and Restated Credit Agreement dated April 7, 2009, by and among Holly
Corporation and Bank of America, N.A., as administrative agent, swing line lender, and L/C
issuer, UBS Loan Finance LLC and U.S. Bank National Association, as co-documentation agents,
Union Bank of California, N.A. and Compass Bank, as syndication agents, and certain other
lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 of
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, File No.
1-03876).
Confirmation of Commitments [reflects increases in commitments on November 3, 2009 and
December 4, 2009 under the Second Amended and Restated Credit Agreement filed (incorporated
by reference to Exhibit 10.33 of Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, File No. 1-03876).
Table of Contents
Exhibit
Number
Description
First Amendment to Second Amended and Restated Credit Agreement, dated May 6, 2010, by and
among Holly Corporation, as the borrower, the Guarantors party thereto, Bank of America,
N.A., as administrative agent, and each of the financial institutions parties thereto as
lenders (incorporated by reference to Exhibit 10.1 of Registrants Current Report on Form 8-K
filed with May 11, 2010, File No. 1-03876).
Reaffirmation and Assumption Agreement, dated March 14, 2008, among Holly Corporation, the
subsidiaries identified therein, the additional grantors identified therein and Bank of
America, N.A. (adding additional grantors under the Guaranty and Collateral Agreement
included as Exhibit 10.49 below) (incorporated by reference to Exhibit 10.22 of Registrants
Annual Report on Form 10-K for its fiscal year ended December 31, 2008, File No. 1-03876).
Guarantee and Collateral Agreement, dated July 1, 2004, among Holly Corporation and
certain of its Subsidiaries in favor of Bank of America, N.A., as administrative agent
(incorporated by reference to Exhibit 10.2 of Registrants Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2004, File No. 1-03876).
First Amendment to Guarantee and Collateral Agreement and Reaffirmation and Assumption
Agreement, dated April 7, 2009, by and among Holly Corporation and certain of its
subsidiaries, in favor of Bank of America, N.A., as administrative agent, for certain other
lenders from time to time party to the Second Amended and Restated Credit Agreement dated
April 7, 2009 (incorporated by reference to Exhibit 10.5 of Registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, File No. 1-03876).
Amendment No. 2 to the Guarantee and Collateral Agreement, dated as of May 6, 2010, among
Holly Corporation, each Subsidiary of the Holly Corporation from time to time party thereto
and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.2
of Registrants Current Report on Form 8-K filed May 11, 2010, File No. 1-03876).
Amended and Restated Credit Agreement, dated August 27, 2007, between Holly Energy
Partners Operating, L.P., Union Bank of California, N.A., as administrative agent, issuing
bank and sole lead arranger, Bank of America, N.A., as syndication agent, Guaranty Bank, as
documentation agent and certain other lenders (incorporated by reference to Exhibit 10.1 of
Holly Energy Partners, L.P.s Current Report on Form 8-K filed October 31, 2007, File No.
1-32225).
Agreement and Amendment No. 1 to Amended and Restated Credit Agreement, dated February 25,
2008, between Holly Energy Partners Operating, L.P., Union Bank of California, N.A., as
administrative agent, issuing bank and sole lead arranger and certain other lenders
(incorporated by reference to Exhibit 10.1 of Holly Energy Partners Current Report on Form
8-K filed February 27, 2008, File No. 1-32225).
Amendment No. 2 to Amended and Restated Credit Agreement, dated September 8, 2008, between
Holly Energy Partners Operating, L.P., certain of its subsidiaries acting as guarantors,
Union Bank of California, N.A., as administrative agent, issuing bank and sole lead arranger
and certain other lenders (incorporated by reference to Exhibit 10.11 of Holly Energy
Partners, L.P.s Quarterly Report on Form 10-Q filed October 31, 2008, File No. 1-32225).
Table of Contents
Exhibit
Number
Description
Amended and Restated Pledge Agreement, dated August 27, 2007, between Holly Energy
Partners Operating, L.P., certain of its subsidiaries, and Union Bank of California, N.A.,
as administrative agent (entered into in connection with the Amended and Restated Credit
Agreement) (incorporated by reference to Exhibit 10.12 of Holly Energy Partners, L.P.s
Annual Report on Form 10-K filed February 17, 2009, File No. 1-32225).
Amended and Restated Guaranty Agreement, dated August 27, 2007, between Holly Energy
Partners Operating, L.P., certain of its subsidiaries, and Union Bank of California, N.A.,
as administrative agent (entered into in connection with the Amended and Restated Credit
Agreement) (incorporated by reference to Exhibit 10.13 of Holly Energy Partners, L.P.s
Annual Report on Form 10-K filed February 17, 2009, File No. 1-32225).
Amended and Restated Security Agreement, dated August 27, 2007, between Holly Energy
Partners Operating, L.P., certain of its subsidiaries, and Union Bank of California, N.A.,
as administrative agent (entered into in connection with the Amended and Restated Credit
Agreement) (incorporated by reference to Exhibit 10.14 of Holly Energy Partners, L.P.s
Annual Report on Form 10-K filed February 17, 2009, File No. 1-32225).
Form of Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases,
Fixture Filing and Financing Statement (for purposes of granting security interests in real
property in connection with the Amended and Restated Credit Agreement) (incorporated by
reference to Exhibit 10.15 of Holly Energy Partners, L.P.s Annual Report on Form 10-K filed
February 17, 2009, File No. 1-32225).
Form of Indemnification Agreement entered into with directors and officers of Holly
Corporation (incorporated by reference to Exhibit 10.1 of Registrants Current Report on Form
8-K filed December 13, 2006, File No. 1-03876).
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm.
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
The following financial information from Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 2010, formatted in XBRL (Extensible Business Reporting
Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii)
Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Equity, (v)
Consolidated Statements of Comprehensive Income, and (vi) Notes to the Consolidated Financial
Statements (tagged as blocks of text).
+
Filed herewith.
++
Furnished electronically herewith.
*
Constitutes management contracts or compensatory plans or arrangements.
1
2
HOLLY CORPORATION
|
||||
By: | /s/ Denise C. McWatters | |||
Vice President, General Counsel | ||||
and Secretary | ||||
3
1
2
HOLLY CORPORATION
|
||||
By: | /s/ George J. Damiris | |||
George J. Damiris | ||||
Senior Vice President, Supply and Marketing | ||||
HOLLY UNEV PIPELINE COMPANY
|
||||
By: | /s/ George J. Damiris | |||
George J. Damiris | ||||
Vice President | ||||
NAVAJO PIPELINE CO., L.P.
By Navajo Pipeline GP, L.L.C., Its General Partner |
||||
By: | /s/ George J. Damiris | |||
George J. Damiris | ||||
Vice President, Supply and Marketing | ||||
HOLLY LOGISTIC SERVICES, L.L.C.
|
||||
By: | /s/ David G. Blair | |||
David G. Blair | ||||
President | ||||
HEP LOGISTIC HOLDINGS, L.P.
By Holly Logistic Services, L.L.C., Its General Partner |
||||
By: | /s/ David G. Blair | |||
David G. Blair | ||||
President | ||||
3
HOLLY ENERGY PARTNERS, L.P.
By HEP Logistics Holdings, L.P. Its General Partner |
||||
By Holly Logistic Services, L.L.C.
Its General Partner |
||||
By: | /s/ David G. Blair | |||
David G. Blair | ||||
President | ||||
HEP LOGISTICS GP, L.L.C.
|
||||
By: | /s/ David G. Blair | |||
David G. Blair | ||||
Senior Vice President | ||||
HOLLY ENERGY PARTNERS-OPERATING, L.P.
By HEP Logistics GP, L.L.C. Its General Partner |
||||
By: | /s/ David G. Blair | |||
David G. Blair | ||||
Senior Vice President | ||||
4
| Terminal construction October 2008 to March 2010 | |
| BLM record of decision for the pipeline April 2010 | |
| Pipeline construction May 2010 to Feb 2011 | |
| Pipeline construction complete and operational April 2011 |
2
3
4
NAVAJO REFINING COMPANY, L.L.C. | ||||||
|
||||||
|
By:
Name: |
/s/ David L. Lamp
|
||||
|
Title: | President |
HOLLY ENERGY PARTNERS, L.P. | ||||||
|
||||||
|
By: | HEP LOGISTICS HOLDINGS, L.P., | ||||
|
its general partner | |||||
|
||||||
|
By: | HEP LOGISTICS SERVICES, L.L.C., | ||||
|
its general partner |
|
By:
Name: |
/s/ David G. Blair
|
||||
|
Title: | President |
HOLLY ENERGY PARTNERS-OPERATING, L.P. | ||||||
|
||||||
|
By: | HEP LOGISTICS GP, L.L.C., | ||||
|
its general partner |
|
By:
Name: |
/s/ David G. Blair
|
||||
|
Title: | President |
HEP PIPELINE, L.L.C.
|
||||
By: | HOLLY ENERGY PARTNERSOPERATING, L.P., | |||
its sole member | ||||
By: | HEP LOGISTICS GP, LLC, | |||
its general partner | ||||
By:
Name: |
/s/ David G. Blair
|
|||
Title:
|
President |
LOVINGTON-ARTESIA, L.L.C.
|
||||
By: | HOLLY ENERGY PARTNERSOPERATING, L.P., | |||
its sole member | ||||
By: | HEP LOGISTICS GP, LLC, | |||
its general partner | ||||
By:
Name: |
/s/ David G. Blair
|
|||
Title:
|
President | |||
HEP LOGISTICS HOLDINGS, L.P.
|
||||
By: | HOLLY LOGISTICS SERVICES, L.L.C., | |||
its general partner | ||||
By:
Name: |
/s/ David G. Blair
|
|||
Title:
|
President |
HOLLY LOGISTICS SERVICES, L.L.C.
|
||||
By: | /s/ David G. Blair | |||
Name: David G. Blair | ||||
Title: President | ||||
HOLLY LOGISTICS GP, L.L.C.
|
||||
By: | /s/ David G. Blair | |||
Name: David G. Blair | ||||
Title: President | ||||
ACKNOWLEDGED AND AGREED:
HOLLY CORPORATION |
||||
By: | /s/ David L. Lamp | |||
Name: David L. Lamp | ||||
Title: President | ||||
ASSIGNOR: | ||||||
|
||||||
NAVAJO REFINING COMPANY, L.L.C. | ||||||
|
||||||
|
By: |
/s/ Gary B. Fuller
|
||||
Name: Gary B. Fuller | ||||||
Title: Sr. VP, Refinery Operations | ||||||
|
||||||
ASSIGNEE: | ||||||
|
||||||
HOLLY REFINING & MARKETING COMPANY LLC | ||||||
|
||||||
|
By: |
/s/ Bruce R. Shaw
|
||||
Name: Bruce R. Shaw | ||||||
Title: Sr. VP & CFO |
By: /s/ David L. Lamp
|
||
Title: President
|
HOLLY REFINING & MARKETING
TULSA LLC |
||||
By: | /s/ David L. Lamp | |||
Name: | David L. Lamp | |||
Title: | President | |||
HEP TULSA LLC
|
||||
By: | /s/ David G. Blair | |||
Name: | David G. Blair | |||
Title: | President | |||
ACKNOWLEDGED AND AGREED: | ||||
|
||||
HOLLY ENERGY PARTNERS, L.P. | ||||
|
||||
By:
|
HEP Logistics Holdings, L.P., its General Partner | |||
|
||||
By:
|
Holly Logistic Services, L.L.C., its General Partner | |||
|
||||
By:
|
/s/ David G. Blair | |||
Name:
|
|
|||
Title:
|
President | |||
|
||||
HOLLY CORPORATION | ||||
|
||||
By:
|
/s/ David L. Lamp | |||
Name:
|
|
|||
Title:
|
President |
ASSIGNOR: | ||||
|
||||
HOLLY REFINING & MARKETING-TULSA, LLC | ||||
|
||||
|
By: | /s/ Gary B. Fuller | ||
|
||||
Name: Gary B. Fuller | ||||
Title: Sr. VP, Refinery Operations | ||||
|
||||
ASSIGNEE: | ||||
|
||||
HOLLY REFINING & MARKETING COMPANY LLC | ||||
|
||||
|
By: | /s/ Bruce R. Shaw | ||
|
||||
Name: Bruce R. Shaw | ||||
Title: Sr. VP & CFO |
ACKNOWLEDGED AND AGREED | ||||
FOR PURPOSES OF Section 3 : | ||||
|
||||
HOLLY CORPORATION | ||||
|
||||
By:
|
/s/ David L. Lamp | |||
|
||||
Name: David L. Lamp | ||||
Title: President |
ASSIGNORS: | ||||||
|
||||||
NAVAJO REFINING COMPANY, L.L.C. | ||||||
|
||||||
|
By: |
/s/ Gary B. Fuller
|
||||
Name: Gary B. Fuller | ||||||
Title: Sr. VP, Refinery Operations | ||||||
|
||||||
HOLLY REFINING & MARKETING
COMPANY-WOODS CROSS |
||||||
|
||||||
|
By: |
/s/ Gary B. Fuller
|
||||
Name: Gary B. Fuller | ||||||
Title: Sr. VP, Refinery Operations | ||||||
|
||||||
ASSIGNEE: | ||||||
|
||||||
HOLLY REFINING & MARKETING COMPANY LLC | ||||||
|
||||||
|
By: |
/s/ Bruce R. Shaw
|
||||
Name: Bruce R. Shaw | ||||||
Title: Sr. VP & CFO |
ACKNOWLEDGED AND AGREED | ||||
FOR PURPOSES OF Section 3: | ||||
|
||||
HOLLY CORPORATION | ||||
|
||||
By:
|
/s/ David L. Lamp
|
|||
Name: David L. Lamp | ||||
Title: President |
ASSIGNOR: | ||||||
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NAVAJO REFINING COMPANY, L.L.C. | ||||||
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By: |
/s/ Gary B. Fuller
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Name: Gary B. Fuller | ||||||
Title: Sr. VP, Refinery Operations |
ASSIGNEE: | ||||||
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HOLLY REFINING & MARKETING COMPANY LLC | ||||||
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By: |
/s/ Bruce R. Shaw
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Name: Bruce R. Shaw | ||||||
Title: Sr. VP & CFO |
HOLLY CORPORATION | ||||
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By:
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/s/ David L. Lamp
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Name: David L. Lamp | ||||
Title: President |
ASSIGNOR: | ||||||
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HOLLY REFINING & MARKETING-TULSA LLC | ||||||
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By: |
/s/ Gary B. Fuller
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Name: Gary B. Fuller | ||||||
Title: Sr. VP, Refinery Operations | ||||||
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ASSIGNEE: | ||||||
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HOLLY REFINING & MARKETING COMPANY LLC | ||||||
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By: |
/s/ Bruce R. Shaw
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Name: Bruce R. Shaw | ||||||
Title: Sr. VP & CFO |
By:
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/s/ David L. Lamp
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Name: David L. Lamp | ||||
Title: President |
State of Incorporation | |||
Name of Entity | or Organization | ||
Black Eagle, Inc.
|
Delaware | ||
HEP Fin-Tex/Trust-River, L.P.
(6)
|
Texas | ||
HEP Logistics GP, L.L.C
(6)
|
Delaware | ||
HEP Logistics Holdings, L.P.
|
Delaware | ||
HEP Mountain Home, L.L.C.
(6)
|
Delaware | ||
HEP Navajo Southern, L.P.
(6)
|
Delaware | ||
HEP Operations LLC
|
Delaware | ||
HEP Pipeline Assets, Limited Partnership
(6)
|
Delaware | ||
HEP Pipeline GP, L.L.C.
(6)
|
Delaware | ||
HEP Pipeline, L.L.C.
(6)
|
Delaware | ||
HEP Refining GP, L.L.C.
(6)
|
Delaware | ||
HEP Refining Assets, L.P.
(6)
|
Delaware | ||
HEP Refining, L.L.C.
(6)
|
Delaware | ||
HEP SLC, LLC
(6)
|
Delaware | ||
HEP Tulsa LLC
(6)
|
Delaware | ||
HEP Woods Cross, L.L.C.
(6)
|
Delaware | ||
Holly Energy Finance Corp.
(6)
|
Delaware | ||
Holly Energy Partners, L.P.
(5)
|
Delaware | ||
Holly Energy Partners Operating, L.P.
(5), (6)
|
Delaware | ||
Holly Energy Storage Lovington LLC
|
Delaware | ||
Holly Energy Storage Tulsa LLC
|
Delaware | ||
Holly Logistics Limited LLC
|
Delaware | ||
Holly Logistics Services, L.L.C.
|
Delaware | ||
Holly Petroleum, Inc.
|
Delaware | ||
Holly Payroll Services, Inc.
|
Delaware | ||
Holly Realty, LLC
|
Delaware | ||
Holly Refining & Marketing Tulsa LLC
|
Delaware | ||
Holly Refining & Marketing Company LLC
|
Delaware | ||
Holly Refining & Marketing Company Woods Cross LLC
|
Delaware | ||
Holly Refining Communications, Inc.
|
Delaware | ||
Holly Transportation LLC
|
Delaware | ||
Holly UNEV Pipeline Company
|
Delaware | ||
Holly Utah Holdings, Inc.
|
Delaware | ||
Holly Western Asphalt Company
|
Delaware | ||
Hollymarks, LLC
|
Delaware | ||
HRM Realty, LLC
|
Delaware | ||
Lea Refining Company
|
Delaware | ||
Lorefco, Inc.
|
Delaware | ||
Lovington-Artesia, L.L.C.
(6)
|
Delaware | ||
HRM Montana
|
Montana | ||
Montana Retail Corporation
|
Delaware | ||
N148H Exchange, L.L.C.
|
Delaware | ||
N18HN Exchange, L.L.C.
|
Delaware | ||
N560BC Exchange, L.L.C.
|
Delaware | ||
Navajo Crude Oil Purchasing, Inc.
|
New Mexico | ||
Navajo Holdings, Inc.
|
New Mexico | ||
Navajo Northern, Inc.
|
Nevada | ||
Navajo Pipeline Co., L.P.
(1)
|
Delaware | ||
Navajo Pipeline GP, L.L.C.
|
Delaware | ||
Navajo Pipeline LP, L.L.C.
|
Delaware | ||
Navajo Refining Company, L.L.C.
(2)
|
Delaware | ||
Navajo Refining GP, L.L.C.
|
Delaware | ||
Navajo Refining LP, L.L.C.
|
Delaware | ||
Navajo Western Asphalt Company
|
New Mexico | ||
NK Asphalt Partners
(4)
|
New Mexico | ||
Porcupine Ridge Pipeline, LLC
|
Delaware | ||
Roadrunner Pipeline, L.L.C.
(6)
|
Delaware | ||
SLC Pipeline LLC
(6)
|
Delaware | ||
UNEV Pipeline, LLC
|
Delaware | ||
Woods Cross Refining Company, L.L.C.
(3)
|
Delaware |
(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) | Woods Cross Refining Company, L.L.C. does business as Holly Refining & Marketing Company Woods Cross. | |
(4) | NK Asphalt Partners does business as Holly Asphalt Company. | |
(5) | Holly Energy Partners, L.P. and Holly Energy Partners Operating, L.P. also do business as Holly Energy Partners. | |
(6) | 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. | I have reviewed this annual report on Form 10-K of Holly 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 registrants other certifying officer 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 Act 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
Date:
|
February 25, 2011 |
/s/ Matthew P. Clifton
|
||||
|
Matthew P. Clifton | |||||
|
Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Holly 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 registrants other certifying officer 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 Act 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
Date:
|
February 25, 2011 |
/s/ Bruce R. Shaw
|
||||
|
Bruce R. Shaw | |||||
|
Senior Vice President and | |||||
|
Chief Financial Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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 25, 2011 |
/s/ Matthew P. Clifton
|
||||
|
Matthew P. Clifton | |||||
|
Chief Executive Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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 25, 2011 |
/s/ Bruce R. Shaw
|
||||
|
Bruce R. Shaw | |||||
|
Senior Vice President and | |||||
|
Chief Financial Officer |