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
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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 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 future acquired operations;
the possibility of terrorist attacks and the consequences of any such attacks;
general economic conditions; 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
49
49
32
32
20
21
8
31
45
7
20
13
40
13
94
7
17
7
54
8
7
17
45
17
17
46
11
19
54
30
32
8
7
33
32
20
13
33
9
11
89
17
7
33
7
20
53
11
19
19
16
33
54
7
45
7
11
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owned and operated two 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 known as
the Navajo Refinery), and a refinery in Woods Cross, Utah (Woods Cross Refinery);
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owned and operated Holly Asphalt Company (formerly, NK Asphalt Partners) which
manufactures and markets asphalt products from various terminals in Arizona and New Mexico;
and
owned a 46% interest in HEP (which includes our 2% general partnership interest), which
has logistics assets including approximately 2,600 miles of petroleum product and crude oil
pipelines located principally in west Texas and New Mexico; ten refined product terminals;
a jet fuel terminal; two refinery truck rack facilities; a refined products tank farm
facility; on-site crude oil tankage at both our Navajo and Woods Cross Refineries and a 70%
interest in Rio Grande.
Years Ended December 31,
2008
2007
2006
100,680
103,490
96,570
110,850
113,270
105,730
111,950
115,050
105,090
120,750
126,800
119,870
89.7
%
94.1
%
92.4
%
$
108.83
$
89.77
$
80.21
97.87
73.03
64.43
10.96
16.74
15.78
5.14
4.43
4.83
$
5.82
$
12.31
$
10.95
63
%
62
%
61
%
23
%
23
%
25
%
4
%
3
%
3
%
10
%
12
%
11
%
100
%
100
%
100
%
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(1)
Crude charge represents the barrels per day of crude oil processed at the crude units
at our refineries.
(2)
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.
(3)
Includes refined products purchased for resale.
(4)
Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude
capacity was increased from 101,000 BPSD to 109,000 BPSD during 2006, from 109,000 BPSD to
111,000 BPSD in mid-year 2007 and by an additional 5,000 BPSD in the fourth quarter of
2008, increasing our consolidated crude capacity to 116,000 BPSD.
(5)
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.
(6)
Transportation costs billed from HEP are included in cost of products.
(7)
Represents operating expenses of our refineries, exclusive of depreciation and
amortization.
(8)
The Montana Refinery was sold on March 31, 2006. Amounts reported are for the Navajo
and Woods Cross Refineries.
Years Ended December 31,
2008
2007
2006
58
%
60
%
61
%
32
%
29
%
28
%
1
%
2
%
3
%
3
%
4
%
3
%
3
%
2
%
2
%
3
%
3
%
3
%
100
%
100
%
100
%
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Years Ended December 31,
2008
2007
2006
79,020
79,460
72,930
88,680
87,930
80,540
89,580
88,920
79,940
97,320
100,460
93,660
93.0
%
94.6
%
92.9
%
$
108.52
$
89.68
$
79.62
98.97
74.10
64.25
9.55
15.58
15.37
4.58
4.30
4.74
$
4.97
$
11.28
$
10.63
79
%
82
%
80
%
10
%
9
%
8
%
11
%
9
%
12
%
100
%
100
%
100
%
(1)
Crude charge represents the barrels per day of crude oil processed at the crude units
at our refinery.
(2)
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 the refinery.
(3)
Includes refined products purchased for resale.
(4)
Represents crude charge divided by total crude capacity (BPSD). The crude capacity was
increased from 75,000 BPSD to 83,000 BPSD during 2006 and by an additional 2,000 BPSD in
mid-year 2007, increasing crude capacity to 85,000 BPSD.
(5)
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.
(6)
Transportation costs billed from HEP are included in cost of products.
(7)
Represents operating expenses of the refinery, exclusive of depreciation and
amortization.
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Years Ended December 31,
2008
2007
2006
57
%
59
%
60
%
33
%
30
%
28
%
1
%
3
%
4
%
3
%
3
%
2
%
3
%
2
%
3
%
3
%
3
%
3
%
100
%
100
%
100
%
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Years Ended December 31,
2008
2007
2006
21,660
24,030
23,640
22,170
25,340
25,190
22,370
26,130
25,150
23,430
26,340
26,210
79.5
%
92.4
%
90.9
%
$
110.07
$
90.09
$
82.09
93.47
69.40
64.99
16.60
20.69
17.10
7.42
4.86
5.13
$
9.18
$
15.83
$
11.97
1
%
2
%
2
%
72
%
75
%
79
%
21
%
15
%
10
%
6
%
8
%
9
%
100
%
100
%
100
%
(1)
Crude charge represents the barrels per day of crude oil processed at the crude units
at our refinery.
(2)
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 the refinery.
(3)
Includes refined products purchased for resale.
(4)
Represents crude charge divided by total crude capacity (BPSD). The crude capacity was
increased by 5,000 BPSD in the fourth quarter of 2008, increasing crude capacity to 31,000
BPSD.
(5)
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.
(6)
Transportation costs billed from HEP are included in cost of products.
(7)
Represents operating expenses of the refinery, exclusive of depreciation and
amortization.
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Years Ended December 31,
2008
2007
2006
63
%
63
%
63
%
29
%
27
%
28
%
%
2
%
2
%
5
%
5
%
5
%
1
%
1
%
%
2
%
2
%
2
%
100
%
100
%
100
%
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Minimum Annualized
Commitment
Year of
Agreement
(In millions)
Maturity
Contract Type
$
41.2
2019
Minimum revenue commitment
13.3
2020
Minimum revenue commitment
26.8
2023
Minimum revenue commitment
22.0
2020
Minimum volume commitment
6.8
Various
Capacity lease
$
110.1
(1)
HEPs revenue under the HEP PTA, HEP IPA and HEP CPTA represents intercompany revenue and
is eliminated in our consolidated financial statements.
(2)
Minimum annual revenues attributable to long-term service contracts with unaffiliated
parties is $28.8 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;
two parallel 65-mile pipelines that transport intermediate feedstocks and crude oil from
our Lovington, New Mexico refinery facilities to our Artesia, New Mexico refining
facilities;
approximately 860 miles of crude oil trunk, gathering and connection pipelines located
in west Texas and New Mexico that deliver crude oil to our Navajo Refinery;
approximately 10 miles of crude oil and refined product pipelines that support our Woods
Cross Refinery near Salt Lake City, Utah; and
a 70% interest in Rio Grande, a joint venture that owns a 249-mile refined product
pipeline that transports liquid petroleum gases, or LPGs, from west Texas to the
Texas/Mexico border near El Paso for further transport into northern Mexico.
four refined product terminals located in El Paso, Texas; Moriarty and Bloomfield, New
Mexico; and Tucson, Arizona, with an aggregate capacity of approximately 1.0 million
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;
two refined product truck loading racks, one located within our Navajo Refinery that is
permitted to load over 40,000 BPD of light refined products, and one located within our
Woods Cross Refinery near Salt Lake City, Utah, that is permitted to load over 25,000 BPD
of light refined products.
a Roswell, New Mexico jet fuel terminal leased through September 2011; and
on-site crude oil tankage at our Navajo and Woods Cross Refineries having an aggregate
storage capacity of approximately 600,000 barrels.
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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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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
$
56.81
$
38.84
$
0.15
79,892,000
$
49.62
$
36.13
$
0.15
79,585,500
$
37.47
$
25.88
$
0.15
88,195,700
$
28.83
$
10.84
$
0.15
81,694,000
$
61.80
$
48.28
$
0.10
44,985,000
$
77.53
$
57.83
$
0.12
45,298,000
$
80.55
$
51.61
$
0.12
54,029,000
$
67.39
$
45.00
$
0.12
62,577,000
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Years Ended December 31,
2008
(1)
2007
(1)
2006
(1)(3)
2005
(1)(2)(3)
2004
(2)(3)
(In thousands, except per share data)
$
5,867,668
$
4,791,742
$
4,023,217
$
3,046,313
$
2,116,245
185,384
499,444
383,501
263,652
136,929
64,826
165,316
136,603
99,626
53,985
120,558
334,128
246,898
164,026
82,944
19,668
2,963
935
120,558
334,128
266,566
166,989
83,879
669
$
120,558
$
334,128
$
266,566
$
167,658
$
83,879
$
2.40
$
6.09
$
4.68
$
2.72
$
1.34
$
2.38
$
5.98
$
4.58
$
2.65
$
1.30
$
0.60
$
0.46
$
0.29
$
0.19
$
0.145
50,202
54,852
56,976
61,728
62,780
50,549
55,850
58,210
63,244
64,340
$
155,490
$
422,737
$
245,183
$
251,234
$
164,604
$
(57,777
)
$
(293,057
)
$
35,805
$
(320,135
)
$
(194,003
)
$
(151,277
)
$
(189,428
)
$
(175,935
)
$
50,505
$
85,169
$
96,008
$
329,784
$
255,953
$
254,842
$
219,265
$
68,465
$
216,541
$
240,181
$
210,103
$
159,839
$
1,874,225
$
1,663,945
$
1,237,869
$
1,142,900
$
982,713
$
370,914
$
$
$
$
33,572
$
541,540
$
593,794
$
466,094
$
377,351
$
339,916
(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)
The average number of shares of common stock and per share amounts have been adjusted
to reflect the two-for-one stock split effective June 1, 2006.
(3)
On March 31, 2006, we sold our Montana Refinery. Results of operations of the Montana
Refinery that were previously reported in operations are now reported in discontinued
operations.
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Years Ended December 31,
2008
2007
2006
(In thousands, except per share data)
$
5,867,668
$
4,791,742
$
4,023,217
5,280,699
4,003,488
3,349,404
267,570
209,281
208,460
54,906
68,773
63,255
63,789
43,456
39,721
372
412
486
5,667,336
4,325,410
3,661,326
200,332
466,332
361,891
2,990
19,109
12,929
(7,041
)
(3,724
)
5,958
10,824
15,089
9,757
(23,955
)
(1,086
)
(1,076
)
(14,948
)
33,112
21,610
185,384
499,444
383,501
64,826
165,316
136,603
120,558
334,128
246,898
19,668
$
120,558
$
334,128
$
266,566
$
2.40
$
6.09
$
4.33
0.35
$
2.40
$
6.09
$
4.68
$
2.38
$
5.98
$
4.24
0.34
$
2.38
$
5.98
$
4.58
$
0.60
$
0.46
$
0.29
50,202
54,852
56,976
50,549
55,850
58,210
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Years Ended December 31,
2008
2007
(In thousands)
$
96,008
$
329,784
$
68,465
$
216,541
$
1,874,225
$
1,663,945
$
341,914
$
$
541,540
$
593,794
Years Ended December 31,
2008
2007
2006
(In thousands)
$
155,490
$
422,737
$
245,183
$
(57,777
)
$
(293,057
)
$
35,805
$
(151,277
)
$
(189,428
)
$
(175,935
)
$
418,059
$
161,258
$
120,429
$
262,304
$
528,897
$
414,541
(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. We are reporting
EBITDA from continuing operations. 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,
2008
2007
2006
(In thousands)
$
5,837,449
$
4,790,164
$
4,021,974
101,750
2,641
1,578
1,752
(74,172
)
(509
)
$
5,867,668
$
4,791,742
$
4,023,217
$
210,252
$
537,118
$
425,474
41,734
(51,654
)
(70,786
)
(63,583
)
$
200,332
$
466,332
$
361,891
(1)
The Refining segment includes the operations of our Navajo Refinery, Woods Cross
Refinery and Holly Asphalt Company. Although we previously included the Montana Refinery
in the Refining segment prior to its sale in March 2006, the results of the Montana
Refinery are now included in discontinued operations and are not included in the
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above
tables. The Refining segment involves the purchase and refining of crude oil and wholesale
and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel, and
includes our Navajo Refinery and Woods Cross Refinery. The petroleum products produced by
the Refining segment are marketed in Texas, New Mexico, Arizona, Utah, Wyoming, Idaho,
Washington and northern Mexico. The Refining segment also includes Holly Asphalt Company
which manufactures and markets asphalt and asphalt products in Arizona, New Mexico, 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 in Texas, New Mexico, Oklahoma and Utah, distribution terminals in Texas, New
Mexico, Arizona, Utah, Idaho, and Washington and refinery tankage in New Mexico and Utah.
Revenues are generated by charging tariffs for transporting petroleum products and crude
oil through their pipelines and by charging fees for terminalling petroleum products and
other hydrocarbons, and storing and providing other services at their storage tanks and
terminals. The HEP segment also includes a 70% interest in Rio Grande which also provides
petroleum products transportation services. Revenues from the HEP segment are earned
through transactions for pipeline transportation, rental and terminalling operations as
well as revenues relating to pipeline transportation services provided for our refining
operations and from HEPs interest in Rio Grande.
Years Ended December 31,
2008
2007
2006
100,680
103,490
96,570
110,850
113,270
105,730
111,950
115,050
105,090
120,750
126,800
119,870
89.7
%
94.1
%
92.4
%
$
108.83
$
89.77
$
80.21
97.87
73.03
64.43
10.96
16.74
15.78
5.14
4.43
4.83
$
5.82
$
12.31
$
10.95
(1)
Crude charge represents the barrels per day of crude oil processed at the crude units
at our refineries.
(2)
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.
(3)
Includes refined products purchased for resale.
(4)
Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude
capacity was increased from 101,000 BPSD to 109,000 BPSD during 2006, from 109,000 BPSD to
111,000 BPSD in mid-year 2007 and by an additional 5,000 BPSD in the fourth quarter of
2008, increasing our consolidated crude capacity to 116,000 BPSD.
(5)
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.
(6)
Transportation costs billed from HEP are included in cost of products.
(7)
Represents operating expenses of the refineries, exclusive of depreciation and
amortization.
(8)
The Montana Refinery was sold on March 31, 2006. Amounts reported are for the Navajo
and Woods Cross Refineries.
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Table of Contents
(In thousands)
$
200,000
185,000
(16,223
)
2,137
170,914
370,914
29,000
$
341,914
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Payments Due by Period
Less than
Over
Contractual Obligations
(3)(4)
Total
1 Year
2-3 Years
4-5 Years
5 Years
(In thousands)
$
6,062
$
2,461
$
3,327
$
190
$
84
91,570
6,315
12,630
12,630
59,995
13,953
2,371
3,970
3,857
3,755
111,585
11,147
19,927
16,677
63,834
356,000
171,000
185,000
85,240
15,344
29,427
23,125
17,344
54,473
6,364
12,709
12,645
22,755
23,049
5,221
5,178
4,600
8,050
518,762
26,929
218,314
40,370
233,149
$
630,347
$
38,076
$
238,241
$
57,047
$
296,983
(1)
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 over a
fifteen year period commencing July 1, 2008. 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.
(2)
Includes: $13.4 million for transportation of natural gas and feedstocks to our
refineries under contracts expiring in 2015 and 2016; and various service contracts with
expiration dates through 2011.
(3)
Amounts shown do not include obligations under crude oil transportation agreements
providing that we will ship quantities of crude oil with each agreement having initial
terms of 10 years. Our obligations under these agreements are subject to certain
conditions including completion of construction and expansion projects by the
transportation companies. Our shipping commitments shall begin upon
Table of Contents
completion of these projects which we expect to begin in the fourth quarter of 2009 with
the remaining commitments to be phased in through the first quarter of 2011. In addition,
amounts shown do not include our 10-year commitment to ship on the UNEV Pipeline, in which
we own a 75% interest, an annual average of 15,000 barrels per day of refined products at
an agreed tariff. Our commitment to ship on the UNEV Pipeline will begin with the
completion of the pipeline.
(4)
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 $4.4 million as of December 31, 2008, have been excluded
from the contractual obligations table above. For further information related to
unrecognized tax benefits, see Note 12 to the Consolidated Financial Statements.
(5)
HEPs long-term debt consists of the $185.0 million principal balance on the HEP
Senior Notes and $171.0 million of outstanding principal under the HEP Credit Agreement
that has been classified as long-term debt.
(6)
Interest payments consist of interest on HEPs 6.25% Senior Notes and interest on
long-term debt under the HEP Credit Agreement. Interest under the credit agreement debt
is based on the effective interest rate of 2.21% at December 31, 2008.
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Balance Sheet
Location of
Interest Rate Swaps
Location
Fair Value
Offsetting Balance
Offsetting Amount
(In thousands)
Other assets
$
4,079
Long-term debt
Interest expense
$
(2,195
(1,884
)
)
$
4,079
$
(4,079
)
Other long-term
liabilities
$
(12,967
)
Accumulated other
comprehensive
income
$
12,967
Other long-term
liabilities
(4,166
)
Interest expense
4,166
$
(17,133
)
$
17,133
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands)
$
120,558
$
334,128
$
246,898
64,826
165,316
136,603
23,955
1,086
1,076
(10,824
)
(15,089
)
(9,757
)
63,789
43,456
39,721
$
262,304
$
528,897
$
414,541
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Years Ended December 31,
2008
2007
2006
$
108.52
$
89.68
$
79.62
98.97
74.10
64.25
$
9.55
$
15.58
$
15.37
$
110.07
$
90.09
$
82.09
93.47
69.40
64.99
$
16.60
$
20.69
$
17.10
$
108.83
$
89.77
$
80.21
97.87
73.03
64.43
$
10.96
$
16.74
$
15.78
Years Ended December 31,
2008
2007
2006
$
9.55
$
15.58
$
15.37
4.58
4.30
4.74
$
4.97
$
11.28
$
10.63
$
16.60
$
20.69
$
17.10
7.42
4.86
5.13
$
9.18
$
15.83
$
11.97
$
10.96
$
16.74
$
15.78
5.14
4.43
4.83
$
5.82
$
12.31
$
10.95
Table of Contents
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
108.52
$
89.68
$
79.62
89,580
88,920
79,940
366
365
365
$
3,557,967
$
2,910,636
$
2,323,160
$
110.07
$
90.09
$
82.09
22,370
26,130
25,150
366
365
365
$
901,189
$
859,229
$
753,566
$
4,459,156
$
3,769,865
$
3,076,726
384,073
383,396
480,641
4,843,229
4,153,261
3,557,367
860,642
491,150
323,002
133,578
145,753
141,605
5,837,449
4,790,164
4,021,974
101,750
2,641
1,578
1,752
(74,172
)
(509
)
$
5,867,668
$
4,791,742
$
4,023,217
(1)
We purchase finished products when opportunities arise that provide a profit on the
sale of such products, or to meet delivery commitments.
(2)
We purchase crude oil that at times exceeds the supply needs of our refineries.
Quantities in excess of our needs are sold at market prices to purchasers of crude oil that
are recorded on a gross basis with the sales price recorded as revenues and the
corresponding acquisition cost as inventory and then upon sale as cost of products sold.
Prior to April 1, 2006, sales and cost of sales attributable to such excess crude oil
direct sales were netted and presented in 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.
(3)
Other refining segment revenue includes the incremental revenues associated with Holly
Asphalt Company and revenue derived from feedstock and sulfur credit sales.
(4)
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.
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
108.83
$
89.77
$
80.21
111,950
115,050
105,090
366
365
365
$
4,459,156
$
3,769,865
$
3,076,726
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Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
98.97
$
74.10
$
64.25
89,580
88,920
79,940
366
365
365
$
3,244,858
$
2,404,975
$
1,874,693
$
93.47
$
69.40
$
64.99
22,370
26,130
25,150
366
365
365
$
765,278
$
661,899
$
596,592
$
4,010,136
$
3,066,874
$
2,471,285
389,944
374,432
473,903
4,400,080
3,441,306
2,945,188
853,360
492,222
323,337
101,144
69,960
81,388
5,354,584
4,003,488
3,349,913
(73,885
)
(509
)
$
5,280,699
$
4,003,488
$
3,349,404
(1)
We purchase finished products when opportunities arise that provide a profit on the
sale of such products, or to meet delivery commitments.
(2)
We purchase crude oil that at times exceeds the supply needs of our refineries.
Quantities in excess of our needs are sold at market prices to purchasers of crude oil that
are recorded on a gross basis with the sales price recorded as revenues and the
corresponding acquisition cost as inventory and then upon sale as cost of products sold.
Prior to April 1, 2006, sales and cost of sales attributable to such excess crude oil
direct sales were netted and presented in 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.
(3)
Other refining segment cost of products sold includes the cost of products for Holly
Asphalt Company and costs attributable to feedstock and sulfur credit sales.
(4)
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.
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
97.87
$
73.03
$
64.43
111,950
115,050
105,090
366
365
365
$
4,010,136
$
3,066,874
$
2,471,285
Table of Contents
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
4.58
$
4.30
$
4.74
89,580
88,920
79,940
366
365
365
$
150,161
$
139,560
$
138,304
$
7.42
$
4.86
$
5.13
22,370
26,130
25,150
366
365
365
$
60,751
$
46,352
$
47,092
$
210,912
$
185,912
$
185,396
21,599
23,357
23,015
232,511
209,269
208,411
35,218
(159
)
12
49
$
267,570
$
209,281
$
208,460
(1)
Other refining segment operating expenses include the marketing costs associated with
our refining segment and the operating expenses of Holly Asphalt Company.
(2)
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.
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
5.14
$
4.43
$
4.83
111,950
115,050
105,090
366
365
365
$
210,912
$
185,912
$
185,396
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
4.97
$
11.28
$
10.63
4.58
4.30
4.74
9.55
15.58
15.37
98.97
74.10
64.25
$
108.52
$
89.68
$
79.62
89,580
88,920
79,940
366
365
365
$
3,557,967
$
2,910,636
$
2,323,160
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Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
9.18
$
15.83
$
11.97
7.42
4.86
5.13
16.60
20.69
17.10
93.47
69.40
64.99
$
110.07
$
90.09
$
82.09
22,370
26,130
25,150
366
365
365
$
901,189
$
859,229
$
753,566
$
4,459,156
$
3,769,865
$
3,076,726
384,073
383,396
480,641
4,843,229
4,153,261
3,557,367
860,642
491,150
323,002
133,578
145,753
141,605
5,837,449
4,790,164
4,021,974
101,750
2,641
1,578
1,752
(74,172
)
(509
)
$
5,867,668
$
4,791,742
$
4,023,217
(1)
We purchase finished products when opportunities arise that provide a profit on the
sale of such products or to meet delivery commitments.
(2)
We purchase crude oil that at times exceeds the supply needs of our refineries.
Quantities in excess of our needs are sold at market prices to purchasers of crude oil that
are recorded on a gross basis with the sales price recorded as revenues and the
corresponding acquisition cost as inventory and then upon sale as cost of products sold.
Prior to April 1, 2006, sales and cost of sales attributable to such excess crude oil
direct sales were netted and presented in 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.
(3)
Other refining segment revenue includes the revenues associated with Holly Asphalt
Company and revenue derived from feedstock and sulfur credit sales.
(4)
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.
Years Ended December 31,
2008
2007
2006
(Dollars in thousands, except per barrel amounts)
$
5.82
$
12.31
$
10.95
5.14
4.43
4.83
10.96
16.74
15.78
97.87
73.03
64.43
$
108.83
$
89.77
$
80.21
111,950
115,050
105,090
366
365
365
$
4,459,156
$
3,769,865
$
3,076,726
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Table of Contents
and Stockholders of Holly Corporation
February 27, 2009
Table of Contents
Page
Reference
64
65
66
67
68
69
70
Table of Contents
and Stockholders of Holly Corporation
February 27, 2009
Table of Contents
Table of Contents
Years Ended December 31,
2008
2007
2006
$
5,867,668
$
4,791,742
$
4,023,217
5,280,699
4,003,488
3,349,404
267,570
209,281
208,460
54,906
68,773
63,255
63,789
43,456
39,721
372
412
486
5,667,336
4,325,410
3,661,326
200,332
466,332
361,891
2,990
19,109
12,929
(7,041
)
(3,724
)
5,958
10,824
15,089
9,757
(23,955
)
(1,086
)
(1,076
)
(14,948
)
33,112
21,610
185,384
499,444
383,501
31,892
142,245
126,181
32,934
23,071
10,422
64,826
165,316
136,603
120,558
334,128
246,898
5,660
14,008
19,668
$
120,558
$
334,128
$
266,566
$
2.40
$
6.09
$
4.33
0.35
$
2.40
$
6.09
$
4.68
$
2.38
$
5.98
$
4.24
0.34
$
2.38
$
5.98
$
4.58
50,202
54,852
56,976
50,549
55,850
58,210
Table of Contents
Years Ended December 31,
2008
2007
2006
$
120,558
$
334,128
$
266,566
63,789
43,456
40,270
32,934
23,071
7,980
7,041
3,067
3,688
7,379
7,467
9,993
5,507
(5,958
)
(22,328
)
2,282
3,724
331,978
(216,295
)
12,059
15,006
(10,955
)
(33,792
)
10,006
(7,301
)
(9,055
)
(398
)
1,817
5,890
(393,186
)
264,217
(26,370
)
(2,149
)
(16,476
)
15,665
1,781
(5,323
)
(34,751
)
(2,669
)
(7,672
)
(7,701
)
(3,937
)
(11,593
)
155,490
422,737
245,183
(383,742
)
(161,258
)
(120,429
)
(34,317
)
171,000
5,958
48,872
7,295
(769,142
)
(641,144
)
(211,972
)
945,461
509,345
319,334
(290
)
(57,777
)
(293,057
)
35,805
29,000
(913
)
(151,106
)
(207,196
)
(175,394
)
17,000
8,333
(29,064
)
(23,208
)
(15,002
)
(22,098
)
1,005
2,288
2,645
5,694
30,355
11,816
(795
)
(151,277
)
(189,428
)
(175,935
)
(53,564
)
(59,748
)
105,053
94,369
154,117
49,064
$
40,805
$
94,369
$
154,117
Table of Contents
Accumulated
Other
Total
Common
Additional
Retained
Comprehensive
Treasury
Stockholders
Stock
Capital
Earnings
Income (Loss)
Stock
Equity
$
354
$
43,344
$
495,819
$
(4,802
)
$
(157,364
)
$
377,351
266,566
266,566
(16,391
)
(16,391
)
2,831
2,831
6
2,638
2,644
12,031
12,031
139
139
5,369
5,369
3,337
3,337
(178,396
)
(178,396
)
358
(358
)
(9,387
)
(9,387
)
$
718
$
66,500
$
745,994
$
(11,358
)
$
(335,760
)
$
466,094
334,128
334,128
(25,148
)
(25,148
)
(7,718
)
(7,718
)
11
2,277
2,288
26,017
26,017
4
9,993
9,997
4,338
4,338
(216,202
)
(216,202
)
$
733
$
109,125
$
1,054,974
$
(19,076
)
$
(551,962
)
$
593,794
120,558
120,558
(30,144
)
(30,144
)
(16,005
)
(16,005
)
2
1,003
1,005
3,364
3,364
5,476
5,476
2,330
2,330
(138,838
)
(138,838
)
$
735
$
121,298
$
1,145,388
$
(35,081
)
$
(690,800
)
$
541,540
Table of Contents
Years Ended December 31,
2008
2007
2006
$
120,558
$
334,128
$
266,566
1,146
1,857
(777
)
(1,315
)
(78
)
(131
)
(169
)
1,779
(908
)
1,433
(5,038
)
(21,572
)
(9,373
)
5,542
(12,967
)
7,079
(5,888
)
(26,196
)
(12,632
)
4,634
(10,191
)
(4,914
)
1,803
(16,005
)
(7,718
)
2,831
$
104,553
$
326,410
$
269,397
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Table of Contents
Table of Contents
Table of Contents
Table of Contents
Year Ended
December
31, 2006
(In thousands)
$
53,913
$
9,021
(3,361
)
5,660
22,328
(8,320
)
14,008
$
19,668
Table of Contents
(In thousands)
$
(168,093
)
2,990
(6,057
)
(153,223
)
9,000
104
186
$
(315,093
)
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 and $61.0 million for the year ended December 31,
2007, respectively.
We charged HEP $0.4 million for the period from January 1, 2008 through February 29,
2008 and $2.0 million for the year ended December 31, 2007, respectively, for general and
administrative services under the Omnibus Agreement which 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 and $8.5 million for the year
ended December 31 2007, respectively, which we recorded as a reduction in expenses.
We reimbursed HEP $0.3 million for the year ended December 31, 2007 for certain costs
paid on our behalf.
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
and $22.8 million for the year ended December 31, 2007, respectively. Our distributions
included $0.7 million for the period from January 1, 2008 through February 29, 2008 and
$2.2 million for the year ending December 31, 2007, respectively, in incentive
distributions with respect to our general partner interest.
We had a related party receivable from HEP of $6.0 million at February 29, 2008 and
December 31, 2007.
We had accounts payable to HEP of zero and $5.7 million at February 29, 2008 and
December 31, 2007, respectively.
Years Ended December 31,
2008
2007
2006
(In thousands, except per share data)
$
120,558
$
334,128
$
246,898
50,202
54,852
56,976
347
998
1,234
50,549
55,850
58,210
$
2.40
$
6.09
$
4.33
$
2.38
$
5.98
$
4.24
Table of Contents
Weighted-
Weighted-
Average
Aggregate
Average
Remaining
Intrinsic
Exercise
Contractual
Value
Options
Shares
Price
Term
($000)
491,200
$
2.56
(406,000
)
$
2.47
85,200
$
2.98
2.2
$
1,300
85,200
$
2.98
2.2
$
1,300
Weighted-
Average
Grant-Date
Aggregate Intrinsic
Restricted Stock
Grants
Fair Value
Value ($000)
298,565
$
27.22
(138,648
)
$
23.58
86,409
$
45.91
(11,016
)
$
34.87
235,310
$
35.86
$
4,290
Table of Contents
Financial
Market Performance
Performance
Payable in
Stock
Stock
Total
Cash
Settled
Settled
Performance
Performance Share Units
Grants
Grants
Grants
Share Units
81,450
42,474
116,156
240,080
(81,450
)
(42,474
)
(123,924
)
60,605
60,605
(7,092
)
(7,092
)
169,669
169,669
Table of Contents
Available-for-Sale Securities
Estimated
Gross
Recognized
Fair Value
Amortized
Unrealized
Impairment
(Net Carrying
Cost
Gain
Loss
Amount)
(In thousands)
$
54,389
$
210
$
$
54,599
4,328
(3,724
)
604
$
58,717
$
210
$
(3,724
)
$
55,203
Available-for-Sale Securities
Estimated
Gross
Fair Value
Amortized
Unrealized
(Net Carrying
Cost
Gain (Loss)
Amount)
(In thousands)
$
230,709
$
866
$
231,575
4,328
(488
)
3,840
$
235,037
$
378
$
235,415
Table of Contents
December 31,
2008
2007
(In thousands
)
$
21,446
$
25,364
2,640
7,226
83,725
85,718
3,800
4,312
14,124
18,010
$
125,735
$
140,630
(1)
Other raw materials and unfinished products include feedstocks and blendstocks, other
than crude.
(2)
Finished products include gasolines, jet fuels, diesels, asphalts, LPGs and residual
fuels.
(3)
Process chemicals include catalysts, additives and other chemicals.
December 31,
2008
2007
(In thousands)
$
54,529
$
24,340
493,706
478,445
338,558
68,709
19,313
13,564
2,917
50,187
43,534
553,408
171,311
1,509,701
802,820
(304,379
)
(271,970
)
$
1,205,322
$
530,850
Table of Contents
Table of Contents
(In thousands)
$
200,000
185,000
(16,223
)
2,137
170,914
370,914
29,000
$
341,914
Table of Contents
Balance Sheet
Location of Offsetting
Offsetting
Interest Rate Swaps
Location
Fair Value
Balance
Amount
(In thousands)
Long-term debt
$
(2,195
)
Other assets
$
4,079
Interest expense
(1,884
)
$
4,079
$
(4,079
)
Other long-term liabilities
$
(12,967
)
Accumulated other comprehensive income
$
12,967
Other long-term liabilities
(4,166
)
Interest expense
4,166
$
(17,133
)
$
17,133
Years Ended December 31,
2008
2007
2006
(In thousands)
$
27,795
$
113,999
$
105,469
4,097
28,246
20,712
27,727
21,867
9,490
5,207
1,204
932
$
64,826
$
165,316
$
136,603
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands)
$
64,884
$
174,805
$
134,225
7,230
19,478
14,957
(1,896
)
(16,078
)
(10,776
)
(2,380
)
(8,670
)
(2,772
)
(4,200
)
(240
)
(19
)
(1,803
)
$
64,826
$
165,316
$
136,603
December 31, 2008
Assets
Liabilities
Total
(In thousands)
$
7,135
$
(29
)
$
7,106
2,607
286
2,893
1,202
1,202
247
489
736
1,066
(2,297
)
(1,231
)
12,257
(1,551
)
10,706
(122,684
)
(122,684
)
14,824
14,824
1,591
1,591
(11,491
)
(11,491
)
44,557
55
44,612
6,212
(2,555
)
3,657
67,184
(136,675
)
(69,491
)
$
79,441
$
(138,226
)
$
(58,785
)
December 31, 2007
Assets
Liabilities
Total
(In thousands)
$
9,703
$
(29
)
$
9,674
1,913
1,913
1,282
1,282
247
(6,644
)
(6,397
)
2,901
(6,480
)
(3,579
)
16,046
(13,153
)
2,893
(108,445
)
(108,445
)
11,479
11,479
2,056
2,056
(1,278
)
(1,278
)
43,218
43,218
14,037
14,037
70,790
(109,723
)
(38,933
)
$
86,836
$
(122,876
)
$
(36,040
)
(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)
$
3,539
960
479
(628
)
$
4,350
Years Ended December 31,
2008
2007
2006
52,616,169
55,316,615
58,752,942
406,000
1,085,600
902,700
104,515
230,196
51,952
84,948
151,000
119,000
(2,033
)
(23,537
)
(4,984
)
(3,266,379
)
(4,143,705
)
(4,504,995
)
49,943,220
52,616,169
55,316,615
(1)
Includes shares purchased 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)
$
(21,572
)
$
(8,391
)
$
(13,181
)
1,433
557
876
(169
)
(67
)
(102
)
(5,888
)
(2,290
)
(3,598
)
$
(26,196
)
$
(10,191
)
$
(16,005
)
$
(9,373
)
$
(3,647
)
$
(5,726
)
(5,038
)
(1,960
)
(3,078
)
1,779
693
1,086
$
(12,632
)
$
(4,914
)
$
(7,718
)
$
5,542
$
2,156
$
3,386
(908
)
(353
)
(555
)
$
4,634
$
1,803
$
2,831
December 31,
2008
2007
(In thousands)
$
(29,409
)
$
(16,228
)
(2,202
)
(3,078
)
128
230
(3,598
)
$
(35,081
)
$
(19,076
)
Table of Contents
Years Ended December 31,
2008
2007
(In thousands)
$
72,842
$
62,107
4,229
4,110
4,692
4,075
(6,188
)
(5,806
)
(1,087
)
8,356
74,488
72,842
56,454
50,414
(19,924
)
1,846
(6,188
)
(5,806
)
15,000
10,000
45,342
56,454
$
(29,146
)
$
(16,388
)
$
(29,146
)
$
(16,388
)
$
(43,475
)
$
(21,063
)
(3,201
)
(3,591
)
$
(46,676
)
$
(24,654
)
December 31,
2008
2007
6.50
%
6.40
%
4.00
%
4.00
%
Years Ended December 31,
2008
2007
2006
(In thousands)
$
4,229
$
4,110
$
4,270
4,692
4,075
4,133
(4,793
)
(4,078
)
(3,473
)
390
390
258
1,218
908
1,042
663
1,589
$
5,736
$
5,405
$
8,482
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands)
6.40
%
6.00
%
6.05
%
4.00
%
4.00
%
4.00
%
8.50
%
8.50
%
8.50
%
(In thousands)
$
3,984
390
$
4,374
Percentage of Plan Assets at
Year End
Target
Allocation
December 31,
December 31,
Asset Category
2009
2008
2007
70
%
65
%
68
%
30
%
35
%
32
%
100
%
100
%
100
%
Table of Contents
$
8,825
8,553
7,483
6,453
6,382
22,839
$
60,535
Table of Contents
Table of Contents
Consolidations
Corporate
and
Consolidated
Refining
HEP
(1)
and Other
Eliminations
Total
(In thousands)
$
5,837,449
$
101,750
$
2,641
$
(74,172
)
$
5,867,668
$
40,090
$
19,184
$
4,515
$
$
63,789
$
210,252
$
41,734
$
(51,654
)
$
$
200,332
$
381,227
$
34,317
$
2,515
$
$
418,059
$
1,288,211
$
458,049
$
141,768
$
(13,803
)
$
1,874,225
$
4,790,164
$
$
1,578
$
$
4,791,742
$
40,325
$
$
3,131
$
$
43,456
$
537,118
$
$
(70,786
)
$
$
466,332
$
151,448
$
$
9,810
$
$
161,258
$
1,271,163
$
$
392,782
$
$
1,663,945
$
4,021,974
$
$
1,752
$
(509
)
$
4,023,217
$
38,156
$
$
1,565
$
$
39,721
$
425,474
$
$
(63,583
)
$
$
361,891
$
105,018
$
$
15,411
$
$
120,429
$
940,400
$
$
297,469
$
$
1,237,869
(1)
HEP segment revenues from external customers were $27.6 million for the year ended
December 31, 2008.
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Year
(In thousands except share data)
$
1,479,984
$
1,743,822
$
1,719,920
$
923,942
$
5,867,668
$
1,470,391
$
1,723,596
$
1,636,944
$
836,405
$
5,667,336
$
9,593
$
20,226
$
82,976
$
87,537
$
200,332
$
13,344
$
17,308
$
75,649
$
79,083
$
185,384
$
8,649
$
11,452
$
49,899
$
50,558
$
120,558
$
0.17
$
0.23
$
1.00
$
1.02
$
2.40
$
0.17
$
0.23
$
1.00
$
1.01
$
2.38
$
0.15
$
0.15
$
0.15
$
0.15
$
0.60
51,165
50,158
49,717
49,794
50,202
51,515
50,515
50,032
49,997
50,549
Table of Contents
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Year
(In thousands except share data)
$
925,867
$
1,216,997
$
1,208,671
$
1,440,207
$
4,791,742
$
829,293
$
980,447
$
1,141,039
$
1,374,631
$
4,325,410
$
96,574
$
236,550
$
67,632
$
65,576
$
466,332
$
102,228
$
244,763
$
77,267
$
75,186
$
499,444
$
67,542
$
158,627
$
58,126
$
49,833
$
334,128
$
1.22
$
2.89
$
1.06
$
0.92
$
6.09
$
1.20
$
2.84
$
1.04
$
0.90
$
5.98
$
0.10
$
0.12
$
0.12
$
0.12
$
0.46
55,189
54,959
54,819
54,451
54,852
56,318
55,953
55,853
55,098
55,850
Table of Contents
Table of Contents
Table of Contents
(1)
Index to Consolidated Financial Statements
Page in
Form 10-K
64
65
66
67
68
69
70
(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
See Index to Exhibits on pages 98 to 101.
Table of Contents
HOLLY CORPORATION
(Registrant)
/s/ Matthew P. Clifton
Matthew P. Clifton
Chief Executive Officer
Signature
Capacity
Date
Chief Executive Officer and
Chairman of the Board
February 27, 2009
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
February 27, 2009
Vice President and Controller
(Principal Accounting Officer)
February 27, 2009
Vice President, General
Counsel and Secretary
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
Signature
Capacity
Date
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
in Item 601 of Regulation S-K
Exhibit
Number
Description
Purchase and Sale Agreement, dated February 25, 2008 between Holly Corporation, Navajo
Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods Cross Refining Company, L.L.C.,
Holly Energy Partners, L.P., Holly Energy Partners Operating, L.P., HEP Pipeline, L.L.C.,
and HEP Woods Cross, L.L.C. (incorporated by reference to Exhibit 2.1 of Holly Energy
Partners, L.P.s Current Report on Form 8-K filed February 27, 2008, File No. 1-32225).
Restated Certificate of Incorporation of the Registrant, as amended (incorporated by
reference to Exhibit 3(a), of Amendment No. 1 dated December 13, 1988 to Registrants Annual
Report on Form 10-K for its fiscal year ended July 31, 1988, File No. 1-3876).
Certificate of Amendment to the Restated Certificate of Incorporation of Holly Corporation,
adopted May 26, 2004.
Certificate of Amendment to the Restated Certificate of Incorporation of Holly Corporation,
adopted May 29, 2007.
By-Laws of Holly Corporation as amended and restated 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. 1-3876).
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).
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).
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).
Table of Contents
Exhibit
Number
Description
Pipelines and Tankage Agreement, dated February 29, 2008, between Holly Corporation, Navajo
Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods Cross Refining Company, L.L.C.,
Holly Energy Partners, L.P., Holly Energy Partners Operating, L.P., HEP Pipeline, L.L.C.,
and HEP Woods Cross, L.L.C. (incorporated by reference to Exhibit 10.1 of Holly Energy
Partners, L.P.s Current Report on Form 8-K filed March 6, 2008, File No. 1-32225).
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.
1-3876).
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.
Amendment No. 1 to the Holly
Corporation Long-Term Incentive Compensation Plan, as amended and
restated on May 24, 2007.
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. 1-3876).
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. 1-3876).
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. 1-3876).
Form of Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 of
Registrants Current Report on Form 8-K filed November 4, 2004, File No. 1-3876).
First Amendment to Restricted Stock Unit Agreement dated May 11, 2006.
Form of Executive Restricted Stock Agreement [two-year term vesting form] (incorporated by
reference to Exhibit 10.2 of Registrants Current Report on Form 8-K filed November 4, 2004,
File No. 1-3876).
Form of Executive Restricted Stock Agreement [two-year term and performance vesting form]
(incorporated by reference to Exhibit 10.3 of Registrants Current Report on Form 8-K filed
November 4, 2004, File No. 1-3876).
Table of Contents
Exhibit
Number
Description
Form of Executive Restricted Stock Agreement [five-year term vesting form] (incorporated by
reference to Exhibit 10.4 of Registrants Current Report on Form 8-K filed November 4, 2004,
File No. 1-3876).
Form of Executive Restricted Stock Agreement [five-year term and performance vesting form]
(incorporated by reference to Exhibit 10.5 of Registrants Current Report on Form 8-K filed
November 4, 2004, File No. 1-3876).
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. 1-3876).
First Amendment to Performance Share Unit Agreement.
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. 1-3876).
Holy 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.
1-3876).
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. 1-3876).
Amended and Restated Credit Agreement dated March 14, 2008, between Holly Corporation,
Bank of America, N.A., as administrative agent and L/C issuer, PNC Bank, National Association
and Guaranty Bank, as co-documentation agents, Union Bank of California, N.A. and Compass
Bank, as co-syndication agents, and certain other lenders from time to time party thereto
(incorporated by reference to Exhibit 10.1 of Registrants Current Report on Form 8-K filed
March 20, 2008, File No. 1-3876).
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. 1-3876).
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 10.22 above).
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).
Table of Contents
Exhibit
Number
Description
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).
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. 1-3876).
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.
+
Filed herewith.
*
Constitutes management contracts or compensatory plans or arrangements.
HOLLY CORPORATION
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By: | ||||
W. John Glancy | ||||
Secretary |
HOLLY CORPORATION
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By: | /s/ W. John Glancy | |||
W. John Glancy | ||||
Senior Vice President, General Counsel
and Secretary |
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HOLLY CORPORATION | ||||
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By: | /s/ Matthew P. Clifton | ||
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Name: | Matthew P. Clifton | ||
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Title: | Chief Executive Officer | ||
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Date: | December 31, 2008 | ||
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HOLLY CORPORATION | ||||
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Name: | |||
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Title: | |||
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Date: | |||
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DIRECTOR: | |||
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Date: | |||
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HOLLY CORPORATION | ||||||
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Name: |
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Title: |
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EMPLOYEE | ||||||
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Company
:
HOLLY CORPORATION |
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By: | ||||
Bruce R. Shaw | ||||
Senior Vice President and Chief
Financial Officer |
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Additional Grantors
:
HOLLY UNEV PIPELINE COMPANY |
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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HOLLY REFINING & MARKETING
COMPANY |
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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HOLLY PAYROLL SERVICES, INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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LOVINGTON ARTESIA, L.L.C. | ||||||||
By: Navajo Pipeline Co., L.P., its sole member | ||||||||
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By: | |||||||
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Vice President and Chief Financial |
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Officer |
HOLLY WESTERN ASPHALT
COMPANY |
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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Reaffirming Subsidiaries
:
BLACK EAGLE, INC. |
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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HOLLY PETROLEUM, INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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HOLLY REFINING & MARKETING
COMPANY WOODS CROSS |
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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HOLLY REFINING
COMMUNICATIONS, INC. |
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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HOLLY UTAH HOLDINGS, INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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LEA REFINING COMPANY
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
5
LOREFCO, INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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MONTANA RETAIL CORPORATION
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO CRUDE OIL PURCHASING,
INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO HOLDINGS, INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO NORTHERN, INC.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO PIPELINE CO., L.P.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO PIPELINE GP, L.L.C.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO REFINING COMPANY, L.L.C.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO REFINING GP, L.L.C.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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NAVAJO WESTERN ASPHALT
COMPANY
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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WOODS CROSS REFINING COMPANY, L.L.C.
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By: | ||||
Bruce R. Shaw | ||||
Vice President and Chief Financial
Officer |
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MONTANA REFINING COMPANY, A | ||||||||
PARTNERSHIP | ||||||||
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By: Black Eagle, Inc., partner | ||||||||
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By: | |||||||
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Vice President and Chief Financial
Officer |
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By: Navajo Northern, Inc., partner | ||||||||
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By: | |||||||
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Vice President and Chief Financial
Officer |
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NK ASPHALT PARTNERS D/B/A | ||||||||
HOLLY ASPHALT COMPANY | ||||||||
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By: Navajo Western Asphalt Company, | ||||||||
partner | ||||||||
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By: | |||||||
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Vice President and Chief Financial
Officer |
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By: Holly Western Asphalt Company, | ||||||||
partner | ||||||||
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By: | |||||||
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Vice President and Chief Financial
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Officer | |||||||
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NAVAJO REFINING, LP, L.L.C. | ||||||||
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By: Holly Corporation, its sole member | ||||||||
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By: | |||||||
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Senior Vice President and Chief | |||||||
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Financial Officer |
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NAVAJO PIPELINE LP, L.L.C. | ||||||||
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By: Navajo Holdings, Inc., its sole member | ||||||||
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By: | |||||||
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Vice President and Chief Financial
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Officer |
9
Guarantor | Notice Address | |
Holly UNEV Pipeline Company
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100 Crescent Court, Suite 1600 | |
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Dallas, Texas 75201-6927 | |
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Fax No.: 214-871-3850 | |
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Holly Refining & Marketing Company
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100 Crescent Court, Suite 1600 | |
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Dallas, Texas 75201-6927 | |
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Fax No.: 214-871-3850 | |
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Holly Payroll Services, Inc.
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100 Crescent Court, Suite 1600 | |
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Dallas, Texas 75201-6927 | |
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Fax No.: 214-871-3850 | |
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Lovington Artesia, L.L.C.
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100 Crescent Court, Suite 1600 | |
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Dallas, Texas 75201-6927 | |
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Fax No.: 214-871-3850 | |
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Holly Western Asphalt Company
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100 Crescent Court, Suite 1600 | |
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Dallas, Texas 75201-6927 | |
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Fax No.: 214-871-3850 |
1-1
Name & Address of | ||||
Borrower/Guarantor | Type of Account | Financial Institutions | ||
Holly Refining & Marketing
Company
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General account 442-632-5970 | Bank of America | ||
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Holly Refining & Marketing
Company
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General account 442-632-7143 | Bank of America |
2-1
Guarantor | Filing Office | |
Holly UNEV Pipeline Company
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Delaware Secretary of State | |
Holly Refining & Marketing Company
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Delaware Secretary of State | |
Holly Payroll Services, Inc.
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Delaware Secretary of State | |
Lovington Artesia, L.L.C.
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Delaware Secretary of State | |
Holly Western Asphalt Company
|
Delaware Secretary of State |
3-1
Exact Legal Name | Jurisdiction of Organization | Organizational I.D. | Location | |||||
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Delaware | 4407728 | Texas | |||||
Holly UNEV Pipeline Company
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Delaware | 3895432 | Texas | |||||
Holly Refining &
Marketing Company
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Delaware | 4052098 | Texas | |||||
Holly Payroll Services, Inc.
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Delaware | 4469488 | Texas | |||||
Lovington Artesia, L.L.C.
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Delaware | 3914058 | Texas | |||||
Holly Western Asphalt Company
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4-1
6-2
State of Incorporation | ||
Name of Entity | or Organization | |
Black Eagle, Inc.
|
Delaware | |
HEP Fin-Tex/Trust-River, L.P.
(6)
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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 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 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 Logistics Services, L.L.C.
|
Delaware | |
Holly Petroleum, Inc.
|
Delaware | |
Holly Payroll Services, Inc.
|
Delaware | |
Holly Refining & Marketing Company
|
Delaware | |
Holly Refining & Marketing Company Woods Cross
|
Delaware | |
Holly Refining Communications, Inc.
|
Delaware | |
Holly Trucking, L.L.C.
|
Delaware | |
Holly UNEV Pipeline Company
|
Delaware | |
Holly Utah Holdings, Inc.
|
Delaware | |
Holly Western Asphalt Company
|
Delaware | |
Lea Refining Company
|
Delaware | |
Lorefco, Inc.
|
Delaware | |
Lovington-Artesia, L.L.C.
|
Delaware | |
Montana Refining Company, a Partnership
|
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, L.L.C.
|
Delaware | |
Rio Grande Pipeline Company
(6)
|
Texas | |
Roadrunner Pipeline, L.L.C
|
Delaware | |
UNEV Pipeline, L.L.C.
|
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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange 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 officers 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 27, 2009 | /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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange 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 officers 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 27, 2009 | /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 27, 2009 | /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 27, 2009 | /s/ Bruce R. Shaw | |||
Bruce R. Shaw | ||||
Senior Vice President and
Chief Financial Officer |
||||