2019 ANNUAL REPORT
REFINING
MID-CONTINENT
EL DORADO REFINERY
TULSA REFINERIES
• Located in El Dorado, Kansas
• Located in Tulsa, Oklahoma
• 135,000 BPD capacity
• 125,000 BPD capacity
• Processes sour and heavy
Canadian crude oils into
high-value light products
• Distributes to high-margin
markets in Colorado and
Mid-Continent/Plains states
• Processes predominantly sweet
crude oil with up to 10,000
BPD of sour Canadian crudes
• Distributes to the
Mid-Continent states
MID-CONTINENT SALES
OF REFINERY PRODUCED
PRODUCTS 259,310 BPD
The Mid-Continent Region
comprises our El Dorado and
Tulsa refineries and has a
combined crude oil processing
capacity of 260,000 BPD.
55+
5
Crude and Feedstocks
Sweet crude oil 55%
Sour crude oil 24%
Heavy sour crude oil 16%
Other feedstocks and blends 5%
51+
Product Mix
Gasoline 51%
Base oils 4%
Diesel fuels 32%
Other 3%
Jet fuels 7%
Asphalt 3%
SOUTHWEST
NAVAJO REFINERY
• Located in Artesia, New Mexico, and operated in
conjunction with a refining facility 65 miles east in
Lovington, New Mexico
• 100,000 BPD capacity
SOUTHWEST SALES OF REFINERY PRODUCED
PRODUCTS 117,230 BPD
The Southwest Region consists of our Navajo
refinery and has a crude oil processing capacity
of 100,000 BPD.
• Processes sour crude oil into high-value light products
• Distributes to high-margin markets in Arizona, New
Mexico and West Texas
In addition, we manufacture and market
commodity and modified asphalt products
throughout the Southwest Region.
21+
9
Crude and Feedstocks
Sweet crude oil 21%
Sour crude oil 70%
Other feedstocks and blends 9%
52+
5
Product Mix
Gasoline 52%
Diesel fuels 37%
Other 6%
Asphalt 5%
ROCKY MOUNTAINS
CHEYENNE REFINERY
WOODS CROSS REFINERY
• Located in Cheyenne, Wyoming
• Located in Woods Cross, Utah
• 52,000 BPD capacity
• Processes heavy Canadian crude
oils as well as local sweet crudes
into high-value light products
• Distributes to high-margin
Eastern Rockies and Plains states
(near Salt Lake City)
• 45,000 BPD capacity
• Processes regional sweet and
advantaged waxy crude
• Distributes to high-margin markets
in Utah, Idaho, Nevada, Wyoming
and eastern Washington
ROCKY MOUNTAIN SALES
OF REFINERY PRODUCED
PRODUCTS 72,650 BPD
The Rocky Mountain Region
comprises our Cheyenne and
Woods Cross refineries and has
a combined crude oil processing
capacity of 97,000 BPD.
36+
8
Crude and Feedstocks
Sweet crude oil 36%
Heavy sour crude oil 32%
Black wax crude oil 24%
Other feedstocks and blends 8%
53+
Product Mix
Gasoline 53%
Other 8%
Diesel fuels 34%
Asphalt 5%
24
+
16
+
32
+
7
+
4
+
3
+
3
70
+
37
+
6
+
32
+
24
+
34
+
8
+
5
MIDSTREAM
HOLLY ENERGY PARTNERS, L.P.
Holly Energy Partners owns and operates substantially all of the refined product pipeline and terminalling
assets that support our refining and marketing operations in the Mid-Continent, Southwest and Rocky
Mountain Regions of the United States.
3,400 MILES
OF CRUDE OIL AND PETROLEUM
PRODUCT PIPELINES
15 MILLION
BARRELS OF REFINED PRODUCT
AND CRUDE OIL STORAGE
9 TERMINALS
AND 7 LOADING RACK FACILITIES
REFINERY
PROCESSING UNITS
IN WOODS CROSS, UTAH AND
EL DORADO, KANSAS
75% JOINT-
VENTURE INTEREST
IN THE UNEV PIPELINE –
A 427-mile refined products
pipeline system connecting Salt
Lake area refiners to the Las
Vegas product market
50% INTEREST
IN THE CHEYENNE PIPELINE –
An 87-mile crude oil pipeline
from Fort Laramie, Wyoming
to Cheyenne, Wyoming
50% INTEREST
IN THE OSAGE PIPELINE –
A 135-mile crude oil pipeline
from Cushing, Oklahoma to
El Dorado, Kansas
50% INTEREST
IN CUSHING CONNECT –
A joint venture formed for (i) the
development and construction of a new
160,000 barrel per day common carrier
crude oil pipeline that will connect the
Cushing, Oklahoma crude oil hub to our
Tulsa Refineries and (ii) the ownership and
operation of 1.5 million barrels of crude oil
storage in Cushing, Oklahoma
LUBRICANTS
HOLLYFRONTIER LUBRICANTS AND SPECIALTY PRODUCTS
HollyFrontier Lubricants & Specialty Products
(HFLSP) produces base oils and other specialized
lubricants in the United States, Canada and the
Netherlands, exporting products to more than
80 countries worldwide. In addition to specialty
lubricant products produced at our Tulsa Refinery,
HFLSP includes the operations of Petro-Canada
Lubricants, Red Giant Oil and Sonneborn.
The Petro-Canada Lubricants facility in
Mississauga, Ontario produces automotive,
industrial and food grade lubricants and greases,
base and process oils and specialty fluids. It is
the largest manufacturer of high margin Group
III base oils in North America. These products
are marketed worldwide to a diverse customer
base through a global sales force and distributor
network.
Red Giant Oil, located in Council Bluffs, Iowa, is
one of the largest suppliers of locomotive engine
oils in North America. Red Giant Oil produces both
single and multi-grade oils and offers a range of
value-added services and solutions for customers
in the railroad industry.
The Tulsa Refinery produces base oils, specialty
process oils, horticultural oils, asphalt modifiers and
wax. Products are marketed worldwide through
strategically located terminals in the United States,
as well as our comprehensive distributor network in
North America.
In February 2019, we acquired Sonneborn, a
producer of specialty hydrocarbon chemicals
such as white oils, petrolatums and waxes for
the personal care, cosmetic, pharmaceutical
and food processing industries. Sonneborn has
manufacturing facilities in Petrolia, Pennsylvania
and the Netherlands. Combined with Petro-
Canada Lubricants, it is one of the world’s largest
producers of pharmaceutical white oils.
4TH LARGEST
BASE OILS PRODUCER
IN NORTH AMERICA
35,000 BPD
LUBRICANTS
PRODUCTION CAPACITY
10%
OF NORTH AMERICAN
PRODUCTION
Spokane
PADD 4
PADD 5
Boise
Fargo
Mountain Home
Casper
Guernsey
Sioux Falls
R
N TIE
O
/ F R
S L C
Minneapolis
PADD 2
SALT LAKE CITY
U N E V PIP E LIN E
Cedar City
Las Vegas
CHEYENNE
Sidney
Omaha
Des Moines
Council Bluffs
Chicago
Denver
Topeka
Kansas City
St Louis
Mississauga
PADD 1
Petrolia
Bloomfi eld
Moriarty
EL DORADO
Springfi eld
Osage
Cushing
Catoosa
TULSA
Rogers
Oklahoma City
Duncan
Little Rock
Wichita
Falls
(cid:31)
Abilene
HQ
NN
R I O
U
T
N
E
R
C
E
N
N
U
R
D
A
O
R
Phoenix
Albuquerque
Tucson
ARTESIA
El Paso
Midland
Midland
Orla
Orla
Big Spring
Joshua
PADD 3
HFC REFINERIES
HFC REFINERY +
LUBE PRODUCTION
HFLSP
LUBRICANTS FACILITY
HEP TERMINAL/HFC
PRODUCT MARKETS
HFC PRODUCT
MARKETS
HEP PRODUCT
PIPELINES
HEP CRUDE
PIPELINES
SONNEBORN
NETHERLANDS
UK
Amsterdam
BELGIUM GERMANY
CRUDE HUB
CRUDE GATHERING
HFC
REFINERIES
HFC REFINERY +
LUBRICANTS PRODUCTION
HFLSP
LUBRICANTS FACILITY
HEP TERMINAL/HFC
PRODUCT MARKETS
HFC PRODUCT
MARKETS
HEP PRODUCT
PIPELINES
HEP CRUDE
PIPELINES
CRUDE
HUB
CRUDE
GATHERING
SHAREHOLDERS
DEAR FELLOW SHAREHOLDERS
In 2019, HollyFrontier
delivered solid operating
results as our focus on
reliability, safety and
efficiency helped drive
record throughput
and strong margin
generation. While the
market environment
was challenging this
past year, we made important
progress building on HollyFrontier’s
already strong foundation by
executing key initiatives across our
Refining, Midstream, and Lubricants
and Specialty Products business
segments:
Refining: This segment continues
to benefit from the proximity of our
five refineries to crude oil production
basins, inland coastal crude
discounts and a high complexity
level that enables us to process
heavier crudes and produce a high
percentage of gasoline, diesel
fuel and other high value refined
products. The investments we have
made in our refineries over the last
five years have increased refining
capacity by 15% across our system,
strengthened our capabilities and
improved reliability and efficiency.
While our full year financial results
reflect the lower refined product
margin environment, our strong cash
flow generation allowed us to invest
over $500 million into our assets. We
successfully completed turnaround
work at our Tulsa, Cheyenne, El
Dorado and Woods Cross refineries,
and are pleased with our solid
operating performance for the year.
Looking ahead, we have a light
turnaround schedule for 2020 and
are well positioned to drive growth
and take advantage of attractive
product margins and crude sources
across our refining system.
Midstream:
HollyFrontier
continues to
benefit from Holly
Energy Partners,
L.P.’s (HEP) strong
and stable cash
flow stream.
HEP’s system of
crude pipelines,
storage tanks, distribution
terminals and loading rack
facilities are positioned near
HFC’s refining assets in high
growth markets. In 2019, HEP
achieved very strong volume
performance, driven by its oil
pipeline systems in Wyoming
and Utah, as well as its UNEV
product pipeline. Throughout
the year, HEP extended its
track record of returning
capital to shareholders by
distributing over $272 million
to unitholders (including
HFC). In October 2019, HEP
and Plains All American
Pipeline LP formed a 50/50
joint venture, named Cushing
Connect Pipeline & Terminal
LLC. The joint venture will
construct a 160,000 barrel per
day pipeline connecting the
Cushing, Oklahoma crude oil
hub to HollyFrontier’s Tulsa
refinery. The joint venture
will also own and operate 1.5
million barrels of crude oil
storage in Cushing, supporting
HollyFrontier’s Tulsa and El
Dorado refineries.
In 2020, HEP is pursuing
compelling growth and
value-creation opportunities.
HEP intends to capitalize
on its existing footprint to
drive organic growth, while
pursuing disciplined M&A and
partnering with HFC to acquire
new assets and businesses.
HollyFrontier Lubricants and
Specialty Products: The segment
produces base oils and specialty
lubricants under the HollyFrontier,
Petro-Canada Lubricants,
Sonneborn and Red Giant Oil
brands. It consists of “Rack Back”
operations that capture the value
between feedstock cost and
base oil market prices and “Rack
Forward” operations that capture
the value between the base oil
market prices and product sale
revenues from its well-recognized
brands and products. In 2019, we
continued to build out this segment
by integrating Sonneborn and Red
Giant Oil. With increased scale and
a broader global footprint, we are
on track to capture the expected
$20 million in annual synergies
from the Sonneborn transaction,
which will further enhance our
Rack Forward earnings power.
While our 2019 financial results for
this segment reflect a challenging
base oil market and the impact
of unfavorable macroeconomic
conditions, including global trade
disruption, we are excited about
the growth and value creation
prospects of the Lubricants and
Specialty Products business.
CASH RETURN TO
SHAREHOLDERS
In addition to growing the business,
delivering value through the return
of capital to shareholders remains
a top priority. To that end, in 2019,
HollyFrontier returned more than
$758 million in cash to shareholders
through regular quarterly
dividends of $225 million and share
repurchases totaling $533 million.
In November 2019, the Company’s
Board of Directors authorized a
new $1 billion share repurchase
program. The Board also increased
the Company’s dividend by 6% and
2
HOLLYFRONTIER CORPORATION 2019 ANNUAL REPORT
2019 HFC YEAR IN REVIEW
intends to target a dividend growth
rate of approximately 5% per year
over the next three years.
• returning excess cash to
shareholders through share
repurchases.
INVESTING AND EVOLVING
FOR THE FUTURE
Renewables are a new and evolving
area for our company. In November
2019, we announced an exciting $350
million investment in a renewable
diesel unit (RDU) at our refinery in
Artesia, New Mexico. Renewable
diesel is a cleaner burning fuel that
produces approximately 50% less
greenhouse gas emissions than
conventional diesel. The RDU will
have an annual production capacity
of approximately 125 million gallons,
with throughput of 9,000 barrels
per day.
This investment expands our
capabilities, opens the door for
future growth opportunities and
mitigates the Company’s annual
Renewable Identification Number
(RIN) purchase obligations. The RDU
is being funded with cash on hand
and is expected to come online in
the first quarter of 2022.
WELL POSITIONED
FOR VALUE CREATION
We ended 2019 with solid
operational performance and a
strong financial foundation. In
2020, we have a clear strategy to
create incremental value through
a balanced approach to capital
allocation, which includes:
• reinvesting in the Company’s
existing assets;
• maintaining a healthy balance
sheet with an investment grade
credit profile;
• paying a competitive and
sustainable regular dividend
through the cycle;
• investing in high-return growth
projects and/or acquisitions; and
We are moving forward from a
position of strength, with the
expectation that HollyFrontier will
continue to deliver sustainable
growth and value creation for
shareholders. Our company culture
of safety, integrity, teamwork and
ownership serve as our foundation.
Across all of our operations, safety
continues to be a top priority. We
achieved strong safety performance
in 2019, with a 24% reduction in
employee injury rates and 23%
reduction in process safety events.
We are committed to maintaining
a safe work environment enriched
by diversity and characterized by
championing a culture of teamwork
and ownership.
As we move forward, HollyFrontier’s
talented employees will continue
to drive our success. Thanks to
their hard work and commitment
to working safely, we expect to
continue operating reliably and
delivering exceptional performance.
It cannot be overstated that our
people are our most important
resource, and we are grateful for
everything they do for the Company.
We are energized by the progress
we are making and our outlook for
the future remains bright. I look
forward to updating you throughout
2020.
On behalf of our Board of Directors
and our employees, thank you for
your investment in HollyFrontier.
Sincerely,
Michael C. Jennings
Chief Executive Officer
and President
STRONG FINANCIAL
PERFORMANCE
$15.96
REFINERY GROSS MARGIN
PER PRODUCED BARREL SOLD
$1.5 BILLION
OPERATING CASH FLOW
$772 MILLION
NET INCOME ATTRIBUTABLE TO
HFC STOCKHOLDERS
STRONG FINANCIAL POSITION
$885 MILLION
CASH AND SHORT-TERM
INVESTMENTS
S&P | FITCH
MOODY’S
INVESTMENT GRADE
27%
CONSOLIDATED
DEBT TO CAPITAL RATIO
CAPITAL RETURNED
TO SHAREHOLDERS
$758 MILLION
TOTAL RETURNED
$225 MILLION
IN DIVIDENDS
$533 MILLION
IN SHARE REPURCHASES
3
FINANCIAL HIGHLIGHTS
YEAR ENDED DECEMBER 31
Sales and other revenues
Income before income taxes
Net income attributable to HFC stockholders
Earnings per common share attributable
to HFC stockholders – diluted
Cash flows from operating activities
Cash flows used for capital expenditures
Total assets
HFC stockholders' equity
Sales of produced refined products –
barrels per day ("BPD")
$ in thousands, except per share data
2018
2019
$
$
$
$
$
$
$
$
17,714,666
1,524,467
1,097,960
6.19
1,554,416
311,029
10,994,601
5,918,571
452,630
$
$
$
$
$
$
$
$
17,486,578
1,171,504
772,388
4.61
1,548,611
293,763
12,164,841
5,978,193
449,190
Employees
3,622
4,074
SALES AND
OTHER REVENUES
13,238
14,251
10,536
$ in millions
17,715
17,487
NET INCOME (LOSS)
ATTRIBUTABLE TO HFC
STOCKHOLDERS
$ in millions
CASH FLOWS FROM
OPERATING ACTIVITIES
$ in millions
1,554
1,549
1,098
805
740
772
986
951
607
2015
2016
2017
2018
2019
2015
2016
2017
2018
2019
2015
2016
2017
2018
2019
(260)
TOTAL ASSETS
HFC STOCKHOLDERS’ EQUITY
$ in millions
12,165
10,692
10,995
9,436
8,388
5,253
5,371
4,681
$ in millions
5,919
5,978
2015
2016
2017
2018
2019
2015
2016
2017
2018
2019
4
HOLLYFRONTIER CORPORATION 2019 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
For the transition period from _____________ to ______________
Commission File Number 1-3876
HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-1056913
(I.R.S. Employer Identification No.)
2828 N. Harwood, Suite 1300
Dallas
Texas
(Address of principal executive offices)
75201
(Zip Code)
(214) 871-3555
Registrant’s telephone number, including area code
-------------------------------------------------------------------
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each class
Common Stock $0.01 par value
Trading Symbol(s)
Name of each exchange on which registered
HFC
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes
No
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer
Emerging growth company
Accelerated filer
Non-accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
On June 28, 2019, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the Common Stock, par
value $0.01 per share, held by non-affiliates of the registrant was approximately $7.1 billion, based upon the closing price on the New York Stock Exchange on
such date. (This is not deemed an admission that any person whose shares were not included in the computation of the amount set forth in the preceding sentence
necessarily is an “affiliate” of the registrant.)
161,869,492 shares of Common Stock, par value $.01 per share, were outstanding on February 14, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for its annual meeting of stockholders to be held on May 13, 2020, which proxy statement will be filed with the Securities
and Exchange Commission within 120 days after December 31, 2019, are incorporated by reference in Part III.
Table of Content
Item
TABLE OF CONTENTS
Forward-Looking Statements
Definitions
1 and 2. Business and Properties
1A. Risk Factors
1B. Unresolved Staff Comments
3. Legal Proceedings
4. Mine Safety Disclosures
PART I
PART II
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures about Market Risk
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
PART III
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accounting Fees and Services
15. Exhibits, Financial Statement Schedules
PART IV
Index to Exhibits
Signatures
2
Page
3
4
6
21
35
36
37
38
39
40
52
53
55
107
107
107
107
107
107
108
108
108
109
114
Table of Content
FORWARD-LOOKING STATEMENTS
PART I
This Annual Report on Form 10 K contains certain “forward-looking statements” within the meaning of the federal securities
laws. All statements, other than statements of historical fact included in this Form 10-K, including, but not limited to, those under
“Business and Properties” in Items 1 and 2, “Risk Factors” in Item 1A, “Legal Proceedings” in Item 3 and “Management's
Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, are forward-looking statements. Forward-
looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,”
“could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. These
statements are based on management's beliefs and assumptions using currently available information and expectations as of the
date hereof, are not guarantees of future performance and involve certain risks and uncertainties. All statements concerning our
expectations for future results of operations are based on forecasts for our existing operations and do not include the potential
impact of any future acquisitions. Although we believe that the expectations reflected in these forward-looking statements are
reasonable, we cannot assure you that our expectations will prove to be correct. Therefore, actual outcomes and results could
materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of
factors including, but not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined
petroleum products or lubricant and specialty products in our markets;
the demand for and supply of crude oil, refined products and lubricant and specialty 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 or lubricant and specialty 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 and consummating construction projects;
our ability to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and
to integrate any existing or future acquired operations;
the possibility of terrorist or cyberattacks 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.
Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are
set forth in this Form 10-K, including without limitation the forward-looking statements that are referred to above. When considering
forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in this Form 10-K
under “Risk Factors” in Item 1A and in conjunction with the discussion in this Form 10-K in “Management's Discussion and
Analysis of Financial Condition and Results of Operations” under the heading “Liquidity and Capital Resources.” All forward-
looking statements included in this Form 10-K and all subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements
speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
3
Table of Content
DEFINITIONS
Within this report, the following terms have these specific meanings:
“Alkylation” means the reaction of propylene or butylene (olefins) with isobutane to form an iso-paraffinic gasoline (inverse
of cracking).
“Aromatic oil” is long chain oil that is highly aromatic in nature and is used to manufacture tires and industrial rubber
products and in the production of specialty asphalt.
“BPD” means the number of barrels per calendar day of crude oil or petroleum products.
“BPSD” means the number of barrels per stream day (barrels of capacity in a 24 hour period) of crude oil or petroleum
products.
“Base oil” is a lubricant grade oil initially produced from refining crude oil or through chemical synthesis that is used in
producing lubricant products such as lubricating greases, motor oil and metal processing fluids.
“Biodiesel” means a clean alternative fuel produced from renewable biological resources.
“Black wax crude oil” is a low sulfur, low gravity crude oil produced in the Uintah Basin in Eastern Utah that has certain
characteristics that require specific facilities to transport, store and refine into transportation fuels.
“Catalytic reforming” means a refinery process which uses a precious metal (such as platinum) based catalyst to convert
low octane naphtha to high octane gasoline blendstock and hydrogen. The hydrogen produced from the reforming process is used
to desulfurize other refinery oils and is a primary source of hydrogen for the refinery.
“Cracking” means the process of breaking down larger, heavier and more complex hydrocarbon molecules into simpler
and lighter molecules.
“Crude oil distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the
vapor slightly above atmospheric pressure turning it back to liquid in order to purify, fractionate or form the desired products.
“Ethanol” means a high octane gasoline blend stock that is used to make various grades of gasoline.
“FCC,” or fluid catalytic cracking, means a refinery process that breaks down large complex hydrocarbon molecules into
smaller more useful ones using a circulating bed of catalyst at relatively high temperatures.
“Gas oil” is a group of petroleum distillation products having boiling points between kerosene and lubricating oil and is
used as fuel in construction and agricultural machinery.
“Hydrodesulfurization” means to remove sulfur and nitrogen compounds from oil or gas in the presence of hydrogen and
a catalyst at relatively high temperatures.
“Hydrogen plant” means a refinery unit that converts natural gas and steam to high purity hydrogen, which is then used in
the hydrodesulfurization, hydrocracking and isomerization processes.
“HF alkylation” or hydrofluoric alkylation, means a refinery process which combines isobutane and C3/C4 olefins using
HF acid as a catalyst to make high octane gasoline blend stock.
“Isomerization” means a refinery process for rearranging the structure of C5/C6 molecules without changing their size or
chemical composition and is used to improve the octane of C5/C6 gasoline blendstocks.
“LPG” means liquid petroleum gases.
“Lubricant” or “lube” means a solvent neutral paraffinic product used in commercial heavy duty engine oils, passenger
car oils and specialty products for industrial applications such as heat transfer, metalworking, rubber and other general process
oil.
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“MSAT2” means Control of Hazardous Air Pollutants from Mobile Sources, a rule issued by the U.S. Environmental
Protection Agency to reduce hazardous emissions from motor vehicles and motor vehicle fuels.
“MEK” means a lube process that separates waxy oil from non-waxy oils using methyl ethyl ketone as a solvent.
“MMBTU” means one million British thermal units.
“Natural gasoline” means a low octane gasoline blend stock that is purchased and used to blend with other high octane
stocks produced to make various grades of gasoline.
“Paraffinic oil” is a high paraffinic, high gravity oil produced by extracting aromatic oils and waxes from gas oil and is
used in producing high-grade lubricating oils.
“Rack back” represents the portion of our Lubricants and Specialty Products business operations that entails the processing
of feedstocks into base oils.
“Rack forward” represents the portion of our Lubricants and Specialty Products business operations that entails the
processing of base oils into finished lubricants and the packaging, distribution and sale to customers.
“Refinery gross margin” means the difference between average net sales price and average cost per barrel sold. This does
not include the associated depreciation and amortization costs.
“Reforming” means the process of converting gasoline type molecules into aromatic, higher octane gasoline blend stocks
while producing hydrogen in the process.
“RINs” means renewable identification numbers and refers to serial numbers assigned to credits generated from renewable
fuel production under the Environmental Protection Agency’s Renewable Fuel Standard (“RFS”) regulations, which require
blending renewable fuels into the nation's fuel supply. In lieu of blending, refiners may purchase these transferable credits in order
to comply with the regulations.
“Roofing flux” is produced from the bottom cut of crude oil and is the base oil used to make roofing shingles for the housing
industry.
“ROSE,” or “Solvent deasphalter / residuum oil supercritical extraction,” means a refinery unit that uses a light
hydrocarbon like propane or butane to extract non-asphaltene heavy oils from asphalt or atmospheric reduced crude. These
deasphalted oils are then further converted to gasoline and diesel in the FCC process. The remaining asphaltenes are either sold,
blended to fuel oil or blended with other asphalt as a hardener.
“Scanfiner” is a refinery unit that removes sulfur from gasoline to produce low sulfur gasoline blendstock.
“Sour crude oil” means crude oil containing quantities of sulfur greater than 0.4 percent by weight, while “sweet crude
oil” means crude oil containing quantities of sulfur equal to or less than 0.4 percent by weight.
“Vacuum distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the
vapor below atmospheric pressure turning it back to a liquid in order to purify, fractionate or form the desired products.
“White oil” is an extremely pure, highly-refined petroleum product that has a wide variety of applications ranging from
pharmaceutical to cosmetic products.
“WTI” means West Texas Intermediate and is a grade of crude oil used as a common benchmark in oil pricing. WTI is a
sweet crude oil and has a relatively low density.
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Items 1 and 2. Business and Properties
COMPANY OVERVIEW
References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In
accordance with the Securities and Exchange Commission's (“SEC”) “Plain English” guidelines, this Annual Report on Form 10-
K has been written in the first person. In this document, the words “we,” “our,” “ours” and “us” refer only to HollyFrontier and
its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person, with certain exceptions.
Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated
subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or
its other subsidiaries. This document contains certain disclosures of agreements that are specific to HEP and its consolidated
subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and
transactions, “HEP” refers to HEP and its consolidated subsidiaries.
We are principally an independent petroleum refiner that produces high-value light products such as gasoline, diesel fuel, jet fuel,
specialty lubricant products, and specialty and modified asphalt. We were incorporated in Delaware in 1947 and maintain our
principal corporate offices at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201-1507. Our telephone number is 214-871-3555,
and our internet website address is www.hollyfrontier.com. The information contained on our website does not constitute part of
this Annual Report on Form 10-K. A print copy of this Annual Report on Form 10-K will be provided without charge upon written
request to the Director, Investor Relations at the above address. A direct link to our SEC filings is available on our website under
the Investor Relations tab. Also available on our website are copies of our Corporate Governance Guidelines, Audit Committee
Charter, Compensation Committee Charter, Nominating / Corporate Governance Committee Charter, Environmental, Health,
Safety, and Public Policy Committee Charter and Code of Business Conduct and Ethics, all of which will be provided without
charge upon written request to the Director, Investor Relations at the above address. Our Code of Business Conduct and Ethics
applies to all of our officers, employees and directors, including our principal executive officer, principal financial officer and
principal accounting officer. Our common stock is traded on the New York Stock Exchange under the trading symbol “HFC.”
On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the issued and outstanding capital stock
of Sonneborn US Holdings Inc. and 100% of the membership rights in Sonneborn Coöperatief U.A. (collectively, “Sonneborn”).
The acquisition closed on February 1, 2019. Cash consideration paid was $662.7 million. Sonneborn is a producer of specialty
hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.
On July 10, 2018, we entered into a definitive agreement to acquire Red Giant Oil Company LLC (“Red Giant Oil”), a privately-
owned lubricants company. The acquisition closed on August 1, 2018. Cash consideration paid was $54.2 million. Red Giant Oil
is one of the largest suppliers of locomotive engine oil in North America and is headquartered in Council Bluffs, Iowa.
On October 29, 2016, we entered into a share purchase agreement with Suncor Energy Inc. (“Suncor”) to acquire 100% of the
outstanding capital stock of Petro-Canada Lubricants Inc. (“PCLI”). The acquisition closed on February 1, 2017. Cash consideration
paid was $862.1 million, or $1.125 billion Canadian dollars. PCLI, located in Mississauga, Ontario, is the largest producer of base
oils in Canada with a plant having 15,600 BPD of lubricant production capacity and is the largest manufacturer of high margin
Group III base oils in North America.
As of December 31, 2019, we:
•
•
•
•
•
owned and operated a petroleum refinery in El Dorado, Kansas (the “El Dorado Refinery”), two refinery facilities located
in Tulsa, Oklahoma (collectively, the “Tulsa Refineries”), a refinery in Artesia, New Mexico that is operated in conjunction
with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico
(collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming (the “Cheyenne Refinery”) and a refinery
in Woods Cross, Utah (the “Woods Cross Refinery”);
owned and operated PCLI located in Mississauga, Ontario, which produces base oils and other specialty lubricant products;
owned and operated Sonneborn with manufacturing facilities in Petrolia, Pennsylvania and the Netherlands, which produce
specialty lubricant products such as white oils, petrolatums and waxes;
owned and operated Red Giant Oil, which supplies locomotive engine oil and has storage and distribution facilities in
Iowa, Kansas, Utah and Wyoming, along with a blending and packaging facility in Texas;
owned and operated HollyFrontier Asphalt Company LLC (“HFC Asphalt”), which operates various asphalt terminals
in Arizona, New Mexico and Oklahoma; and
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•
owned a 57% limited partner interest and a non-economic general partner interest in HEP. HEP owns and operates logistic
assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery
processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and
Rocky Mountain regions of the United States.
HEP is a variable interest entity (“VIE”) as defined under U.S. generally accepted accounting principles (“GAAP”). Information
on HEP's assets and acquisitions completed in the past three years can be found under the “Holly Energy Partners, L.P.” section
provided later in this discussion of Items 1 and 2, “Business and Properties.”
Our operations are currently organized into three reportable segments, Refining, Lubricants and Specialty Products and HEP. The
Refining segment includes the operations of our El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries and HFC
Asphalt. The Lubricants and Specialty Products segment includes the operations of our Petro-Canada Lubricants business, Red
Giant Oil and Sonneborn in addition to specialty lubricant products produced at our Tulsa Refinery. The HEP segment involves
all of the operations of HEP. See Note 20 “Segment Information” in the Notes to Consolidated Financial Statements for additional
information on our reportable segments.
REFINERY OPERATIONS
Our refinery operations serve the Mid-Continent, Southwest and Rocky Mountain regions of the United States. We own and operate
five complex refineries having a combined crude oil processing capacity of 457,000 barrels per stream day. Each of our refineries
has the complexity to convert discounted, heavy and sour crude oils into a high percentage of gasoline, diesel and other high-value
refined products.
The tables presented below and elsewhere in this discussion of our refinery operations set forth information, including non-GAAP
performance measures, about our refinery operations. The cost of products and refinery gross and net operating margins do not
include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and amortization.
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.
Consolidated
Crude charge (BPD) (1)
Refinery throughput (BPD) (2)
Sales of produced refined products (BPD) (3)
Refinery utilization (4)
Average per produced barrel sold (5)
Refinery gross margin
Refinery operating expenses (6)
Net operating margin
Refinery operating expenses per throughput barrel (7)
Feedstocks:
Sweet crude oil
Sour crude oil
Heavy sour crude oil
Black wax crude oil
Other feedstocks and blends
Total
Years Ended December 31,
2018
2017
2019
427,600
458,600
449,190
431,570
463,340
452,630
438,800
472,010
452,270
93.6%
94.4%
96.0%
$
$
$
15.96
6.68
9.28
6.54
$
$
$
17.71
6.39
11.32
6.24
$
$
$
44%
30%
15%
4%
7%
100%
43%
30%
17%
4%
6%
100%
11.56
6.11
5.45
5.86
48%
25%
16%
4%
7%
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) Represents barrels sold of refined products produced at our refineries (including HFC Asphalt) and does not include volumes
of refined products purchased for resale or volumes of excess crude oil sold.
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(4) Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 457,000 BPSD.
(5) Represents average amount per produced barrel 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) Represents total refining segment operating expenses, exclusive of depreciation and amortization, divided by sales volumes
of refined products produced at our refineries.
(7) Represents total refining segment operating expenses, exclusive of depreciation and amortization, divided by refinery
throughput.
Products and Customers
Set forth below is information regarding refined product sales:
Consolidated
Sales of refined products:
Gasolines
Diesel fuels
Jet fuels
Fuel oil
Asphalt
Base oils
LPG and other
Total
Years Ended December 31,
2018
2017
2019
52%
34%
4%
2%
4%
2%
2%
100%
52%
34%
3%
2%
4%
2%
3%
100%
52%
34%
4%
2%
4%
2%
2%
100%
Light products are shipped to customers via product pipelines or are available for loading at our refinery truck facilities and
terminals. Light products are also made available to customers at various other locations via exchange with other parties.
Our principal customers for gasoline include other refiners, convenience store chains, independent marketers and retailers. Diesel
fuel is sold to other refiners, truck stop chains, wholesalers and railroads. Jet fuel is sold for commercial airline use. Base oils are
intercompany sales to our Lubricants and Specialty Products segment. LPG's are sold to LPG wholesalers and LPG retailers. We
produce and purchase asphalt products that are sold to governmental entities, paving contractors or manufacturers. Asphalt is also
blended into fuel oil and is either sold locally or is shipped to the Gulf Coast. See Note 5 “Revenues” in the Notes to Consolidated
Financial Statements for additional information on our significant customers.
Mid-Continent Region (El Dorado and Tulsa Refineries)
Facilities
The El Dorado Refinery is a high-complexity coking refinery with a 135,000 barrels per stream day processing capacity and the
ability to process significant volumes of heavy and sour crudes. The integrated refining processes at the Tulsa West and East
refinery facilities provide us with a highly complex refining operation having a combined crude processing rate of approximately
125,000 barrels per stream day.
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The following table sets forth information about our Mid-Continent region operations, including non-GAAP performance measures.
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) (1)
Refinery throughput (BPD) (2)
Sales of produced refined products (BPD) (3)
Refinery utilization (4)
Average per produced barrel sold (5)
Refinery gross margin
Refinery operating expenses (6)
Net operating margin
Refinery operating expenses per throughput barrel (7)
Years Ended December 31,
2018
2017
2019
254,010
268,500
259,310
249,240
264,730
255,800
261,380
277,940
260,800
97.7%
95.9%
100.5%
$
$
$
13.71
5.77
7.94
5.58
$
$
$
14.44
5.51
8.93
5.32
$
$
$
9.91
5.15
4.76
4.83
Footnote references are provided under our Consolidated Refinery Operating Data table on page 7.
Mid-Continent Region (El Dorado and Tulsa Refineries)
Feedstocks:
Sweet crude oil
Sour crude oil
Heavy sour crude oil
Other feedstocks and blends
Total
Years Ended December 31,
2019
2018
2017
55%
24%
16%
5%
100%
54%
24%
16%
6%
100%
61%
17%
16%
6%
100%
The El Dorado Refinery is located on 1,100 acres south of El Dorado, Kansas and is a fully integrated refinery. The principal
processing units at the El Dorado Refinery consist of crude and vacuum distillation; hydrodesulfurization of naphtha, kerosene,
diesel, and gas oil streams; isomerization; catalytic reforming; aromatics recovery; catalytic cracking; alkylation; delayed coking;
hydrogen production; and sulfur recovery.
The Tulsa West facility is located on a 750-acre site in Tulsa, Oklahoma situated along the Arkansas River. The principal processing
units at the Tulsa West facility consist of crude and vacuum distillation (with light ends recovery), naphtha hydrodesulfurization,
propane de-asphalting, lubes extraction, MEK dewaxing, delayed coker and butane splitter units.
The Tulsa East facility is located on a 466-acre site also in Tulsa, Oklahoma situated along the Arkansas River. The principal
process units at the Tulsa East facility consist of crude and vacuum distillation, naphtha hydrodesulfurization, FCC, isomerization,
catalytic reforming, alkylation, scanfiner, diesel hydrodesulfurization and sulfur units.
Markets and Competition
The primary markets for the El Dorado Refinery's refined products are Colorado and the Plains States, which include the Kansas
City metropolitan area. The gasoline, diesel and jet fuel produced by the El Dorado Refinery are primarily shipped via pipeline
to terminals for distribution by truck or rail. We ship product via the NuStar Pipeline Operating Partnership L.P. Pipeline to the
northern Plains States, via the Magellan Pipeline Company, L.P. (“Magellan”) mountain pipeline to Denver, Colorado, and on the
Magellan mid-continent pipeline to the Plains States. Additionally, HEP's on-site truck and rail racks facilitate access to local
refined product markets.
The El Dorado Refinery faces competition from other Plains States and Mid-Continent refiners, but the principal competitors for
the El Dorado Refinery are Gulf Coast refiners. Our Gulf Coast competitors typically have lower production costs due to greater
economies of scale; however, they incur higher refined product transportation costs, which allows the El Dorado Refinery to
compete effectively in the Plains States and Rocky Mountain region with Gulf Coast refineries.
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The Tulsa Refineries serve the Mid-Continent region of the United States. Distillates and gasolines are primarily delivered from
the Tulsa Refineries to market via pipelines owned and operated by Magellan. These pipelines connect the refinery to distribution
channels throughout Colorado, Oklahoma, Kansas, Missouri, Illinois, Iowa, Minnesota, Nebraska and Arkansas. Additionally,
HEP's on-site truck and rail racks facilitate access to local refined product markets.
The Tulsa Refineries’ principal customers for conventional gasoline include other refiners, convenience store chains, independent
marketers and retailers. Truck stop operators and railroads are the primary diesel customers. Jet fuel is sold primarily for commercial
use. The refinery's asphalt and roofing flux products are sold via truck or railcar directly from the refineries or to customers
throughout the Mid-Continent region primarily to paving contractors and manufacturers of roofing products.
Products
Set forth below is information regarding refined product sales attributable to our Mid-Continent region:
Mid-Continent Region (El Dorado and Tulsa Refineries)
Sales of refined products:
Gasolines
Diesel fuels
Jet fuels
Fuel oil
Asphalt
Base oils
LPG and other
Total
Years Ended December 31,
2018
2017
2019
51%
32%
7%
1%
3%
4%
2%
100%
51%
33%
6%
1%
3%
4%
2%
100%
50%
33%
7%
1%
3%
4%
2%
100%
Crude Oil and Feedstock Supplies
Both of our Mid-Continent Refineries are connected via pipeline to Cushing, Oklahoma, a significant crude oil pipeline trading
and storage hub. The El Dorado Refinery and the Tulsa Refineries are located approximately 125 miles and 50 miles, respectively,
from Cushing, Oklahoma. Local pipelines provide direct access to regional Oklahoma crude production as well as access to United
States onshore and Canadian crudes. The proximity of the refineries to the Cushing pipeline and storage hub provides the flexibility
to optimize their crude slate with a wide variety of crude oil supply options. Additionally, we have transportation service agreements
to transport Canadian crude oil on the Spearhead and Keystone Pipelines, enabling us to transport Canadian crude oil to Cushing
for subsequent shipment to either of our Mid-Continent Refineries.
We also purchase isobutane, natural gasoline, butane and other feedstocks for processing at our Mid-Continent Refineries. The El
Dorado Refinery is connected to Conway, Kansas, a major gas liquids trading and storage hub, via the Oneok Pipeline. From time
to time, other feedstocks such gas oil, naphtha and light cycle oil are purchased from other refiners for use at our refineries.
Southwest Region (Navajo Refinery)
Facilities
The Navajo Refinery has a crude oil processing capacity of 100,000 barrels per stream day and has the ability to process sour
crude oils into high-value light products such as gasoline, diesel fuel and jet fuel.
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The following table sets forth information about our Southwest region operations, including non-GAAP performance measures.
Southwest Region (Navajo Refinery)
Crude charge (BPD) (1)
Refinery throughput (BPD) (2)
Sales of produced refined products (BPD) (3)
Refinery utilization (4)
Average per produced barrel sold (5)
Refinery gross margin
Refinery operating expenses (6)
Net operating margin
Refinery operating expenses per throughput barrel (7)
Years Ended December 31,
2018
2017
2019
101,760
111,870
117,230
109,440
118,630
120,520
100,040
109,280
111,630
101.8%
109.4%
100.0%
$
$
$
18.97
5.10
13.87
5.35
$
$
$
19.05
4.81
14.24
4.89
$
$
$
12.40
5.20
7.20
5.31
Footnote references are provided under our Consolidated Refinery Operating Data table on page 7.
Southwest Region (Navajo Refinery)
Feedstocks:
Sweet crude oil
Sour crude oil
Other feedstocks and blends
Total
Years Ended December 31,
2019
2018
2017
21%
70%
9%
100%
27%
65%
8%
100%
25%
66%
9%
100%
The Navajo Refinery's Artesia, New Mexico facility is located on a 561-acre site and is a fully integrated refinery with crude
distillation, vacuum distillation, FCC, ROSE (solvent deasphalter), HF alkylation, catalytic reforming, hydrodesulfurization, mild
hydrocracking, isomerization, sulfur recovery and product blending units.
The Artesia facility is operated in conjunction with a refining facility located in Lovington, New Mexico, approximately 65 miles
east of Artesia. The principal equipment at the Lovington facility consists of a crude distillation unit and associated vacuum
distillation units. The Lovington facility processes crude oil into intermediate products that are transported to Artesia by means
of three intermediate pipelines owned by HEP. These products are then upgraded into finished products at the Artesia facility. The
combined crude oil capacity of the Navajo Refinery facilities is 100,000 BPSD and it typically processes or blends an additional
10,000 BPSD of natural gasoline, butane, gas oil and naphtha.
On November 18, 2019, we announced our plans to construct a new renewable diesel unit (“RDU”) at our Artesia facility. The
RDU will have a production capacity of approximately 125 million gallons a year and allow us to process soybean oil and other
renewable feedstocks into renewable diesel. This investment will provide us the opportunity to meet the demand for low-carbon
fuels while covering the cost of our annual RINs purchase obligation under current market conditions. The RDU, along with
corresponding rail infrastructure and storage tanks, is estimated to have a total capital cost of $350 million, and is expected to be
completed in the first quarter of 2022.
Markets and Competition
The Navajo Refinery primarily serves the southwestern United States market, including the metropolitan areas of El Paso, Texas;
Albuquerque, Moriarty and Bloomfield, New Mexico; Phoenix and Tucson, Arizona; and portions of northern Mexico. Our products
are shipped through HEP's pipelines from Artesia, New Mexico to El Paso, Texas and from El Paso to Albuquerque and to Mexico
via products pipeline systems owned by Magellan and from El Paso to Tucson and Phoenix via a products pipeline system owned
by Kinder Morgan's subsidiary, SFPP, L.P. (“SFPP”). In addition, petroleum products from the Navajo Refinery are transported
to markets in northwest New Mexico, to Moriarty, New Mexico, near Albuquerque, via HEP's pipelines running from Artesia to
San Juan County, New Mexico, and to Bloomfield, New Mexico. We have refined product storage through our pipelines and
terminals agreement with HEP at terminals in Artesia and Moriarty, New Mexico.
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Products
Set forth below is information regarding refined product sales attributable to our Southwest region:
Southwest Region (Navajo Refinery)
Sales of refined products:
Gasolines
Diesel fuels
Fuel oil
Asphalt
LPG and other
Total
Years Ended December 31,
2018
2017
2019
52%
37%
3%
5%
3%
100%
50%
40%
3%
4%
3%
100%
51%
39%
3%
4%
3%
100%
Crude Oil and Feedstock Supplies
The Navajo Refinery is situated near the Permian Basin, an area that has historically, and continues to have, abundant supplies of
crude oil available both for regional users and for export to other areas. We purchase crude oil from independent producers in
southeastern New Mexico and west Texas as well as from major oil companies. The crude oil is gathered through HEP's pipelines
and through third-party tank trucks and crude oil pipeline systems for delivery to the Navajo Refinery.
We also purchase volumes of isobutane, natural gasoline and other feedstocks to supply the Navajo Refinery from sources in Texas
and the Mid-Continent area that are delivered to our region on a common carrier pipeline owned by Enterprise Products, L.P.
Ultimately all volumes of these products are shipped to the Artesia refining facilities on HEP's intermediate pipelines running
from Lovington to Artesia. From time to time, we purchase gas oil, naphtha and light cycle oil from other refiners for use as
feedstock.
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Facilities
The Cheyenne and the Woods Cross Refineries have crude oil processing capacities of 52,000 and 45,000 barrels per stream day,
respectively. The Cheyenne Refinery processes heavy Canadian crudes as well as local sweet crudes such as that produced from
the Bakken shale and similar resources. The Woods Cross Refinery processes regional sweet and black wax crude into high-value
light products.
The following tables set forth information about our Rocky Mountain region operations, including non-GAAP performance
measures.
Years Ended December 31,
2018
2017
2019
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) (1)
Refinery throughput (BPD) (2)
Sales of produced refined products (BPD) (3)
Refinery utilization (4)
71,830
78,230
72,650
74.1%
72,890
79,980
76,300
75.1%
Average per produced barrel sold (5)
Refinery gross margin
Refinery operating expenses (6)
Net operating margin
Refinery operating expenses per throughput barrel (7)
$
$
$
19.13
12.47
6.66
11.58
$
$
$
26.55
11.83
14.72
11.28
$
$
$
77,380
84,790
79,840
79.8%
15.78
10.46
5.32
9.85
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Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Feedstocks:
Sweet crude oil
Heavy sour crude oil
Black wax crude oil
Other feedstocks and blends
Total
Years Ended December 31,
2019
2018
2017
36%
32%
24%
8%
100%
28%
42%
21%
9%
100%
34%
35%
22%
9%
100%
Footnote references are provided under our Consolidated Refinery Operating Data table on page 7.
The Cheyenne Refinery facility is located on a 255-acre site and is a fully integrated refinery with crude distillation, vacuum
distillation, coking, FCC, HF alkylation, catalytic reforming, hydrodesulfurization of naphtha and distillates, butane isomerization,
hydrogen production, sulfur recovery and product blending units.
The Woods Cross Refinery facility is located on a 200-acre site and is a fully integrated refinery with crude distillation, solvent
deasphalter, FCC, HF alkylation, catalytic reforming, hydrodesulfurization, isomerization, sulfur recovery and product blending
units. The facility typically processes or blends an additional 2,000 BPSD of natural gasoline, butane and gas oil over its 45,000
BPSD capacity.
Markets and Competition
The Cheyenne Refinery primarily markets its products in eastern Colorado, including metropolitan Denver, eastern Wyoming and
western Nebraska. Because of the location of the Cheyenne Refinery, we are able to sell a significant portion of its diesel directly
from the truck rack at the refinery, therefore, eliminating transportation costs. The Cheyenne Refinery ships refined products via
the Magellan pipeline serving Denver and Colorado Springs, Colorado.
The Woods Cross Refinery's primary market is Utah, which is currently supplied by a number of local refiners and the Pioneer
Pipeline. It also supplies a small percentage of the refined products consumed in the combined Idaho, Wyoming, eastern Washington
and Nevada markets. Our Woods Cross Refinery ships refined products over a common carrier pipeline system owned by Andeavor
Logistics Northwest Pipelines LLC to numerous terminals, including HEP's terminal at Spokane, Washington and to third-party
terminals at Pocatello and Boise, Idaho and Pasco, Washington as well as to Cedar City, Utah and Las Vegas, Nevada via the
UNEV Pipeline.
Products
Set forth below is information regarding refined product sales attributable to our Rocky Mountain region:
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Sales of refined products:
Gasolines
Diesel fuels
Fuel oil
Asphalt
LPG and other
Total
Years Ended December 31,
2018
2017
2019
53%
34%
4%
5%
4%
100%
55%
33%
3%
5%
4%
100%
58%
32%
3%
4%
3%
100%
Crude Oil and Feedstock Supplies
Crude oil is transported to the Cheyenne Refinery from suppliers in Canada, Colorado, Nebraska, North Dakota and Wyoming
via common carrier pipelines owned by Enbridge, Plains and HEP, as well as by truck. The Woods Cross Refinery currently obtains
crude oil from suppliers in Canada, Wyoming and Utah as delivered via common carrier pipelines, including the SLC Pipeline
and Frontier Pipeline owned by HEP. Supplies of black wax crude oil are shipped via truck.
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HollyFrontier Asphalt Company
We manufacture commodity and modified asphalt products at our manufacturing facilities located in Glendale, Arizona;
Albuquerque, New Mexico; Artesia, New Mexico and Catoosa, Oklahoma. Our Albuquerque and Artesia facilities manufacture
modified hot asphalt products and commodity and modified asphalt emulsions from base asphalt materials provided by our refineries
and third-party suppliers. Our Glendale facility manufactures modified hot asphalt products from base asphalt materials provided
by our refineries and third-party suppliers. Our Catoosa facility manufactures specialty modified asphalt and commodity asphalt
products. We market these asphalt products in Arizona, California, Colorado, New Mexico, Oklahoma, Kansas, Missouri, Texas,
Arkansas and northern Mexico. Our products are shipped via third-party trucking companies to commercial customers that provide
asphalt based materials for commercial and government projects.
LUBRICANTS AND SPECIALTY PRODUCTS OPERATIONS
Our lubricants and specialty products operations consist of our Petro-Canada Lubricants, Red Giant Oil, Sonneborn and the Tulsa
rack forward businesses.
Our Petro-Canada Lubricants business produces automotive, industrial and food grade lubricants and greases, base and process
oils and specialty fluids. It is the largest manufacturer of high margin Group III base oils in North America. Products are marketed
in 80 countries worldwide to a diverse customer base through a global sales force and distributor network.
Our Red Giant Oil business provides high quality lubricants to the railroad industry, which represents a market of a small number
of high-value customers who associate the Red Giant Oil name with a niche suite of products.
Sonneborn is a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes for the personal care,
cosmetic, pharmaceutical and food processing industries. Combined with Petro-Canada Lubricants, it is one of the world's largest
producers of pharmaceutical white oils.
Our Tulsa Refinery produces high quality base oils, process oils, waxes, horticultural oils and asphalt performance products.
Products are marketed worldwide through strategically located terminals in the United States and selected distributors
internationally.
The following table sets forth information about our lubricants and specialty products operations and includes our Petro-Canada
Lubricants business for the period February 1, 2017 (date of acquisition) through December 31, 2019, Red Giant Oil for the period
August 1, 2018 (date of acquisition) through December 31, 2019, and Sonneborn for the period February 1, 2019 (date of acquisition)
through December 31, 2019.
Lubricants and Specialty Products
Throughput (BPD)
Sales of produced refined products (BPD)
Sales of produced refined products:
Finished products
Base oils
Other
Total
Years Ended December 31,
2019
2018
2017
20,251
34,827
19,590
30,510
21,710
32,910
49%
27%
24%
100%
48%
31%
21%
100%
45%
31%
24%
100%
PCLI owns and operates a production facility located in Mississauga, Ontario having lubricant production capacity of 15,600 BPD
and has the flexibility to match unique lubricant product formulations. The primary operating units are high-pressure hydrotreating
and hydrofinishing, solvent dewaxing and catalytic dewaxing. In addition, the facility operates a hydrogen plant, naphtha
hydrotreater and catalytic reformer, along with other utility units to support production. The Mississauga plant also includes
packaging facilities and has extensive distribution capabilities with marine, truck and rail access.
Red Giant Oil, headquartered in Council Bluffs, Iowa, owns and operates blending and distribution facilities in Council Bluffs,
Iowa; Joshua, TX; Newcastle, Wyoming; Ogden, Utah and Pittsburg, Kansas.
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Sonneborn has manufacturing facilities in Petrolia, Pennsylvania and the Netherlands. The Sonneborn Petrolia site has a production
capacity of 6,000 BPD with flexibility to produce a full range of finished specialty products. The primary operating unit is a high-
pressure hydrotreater with hydrofinishing. In addition, the facility operates a hydrogen plant along with other utility units to support
production. The Petrolia plant also includes packaging facilities with distribution capabilities through rail and trucking. The
Sonneborn Netherland sites include processing facilities in Amsterdam and Koog with a production capacity of approximately
1,500 BPD. The primary operating units include base oil acid treating, percolation filtration, and bleaching & steaming operations.
The Netherland sites include packaging facilities with distribution capabilities through truck and marine.
HOLLY ENERGY PARTNERS, L.P.
HEP is a Delaware limited partnership that trades on the New York Stock Exchange under the trading symbol “HEP.” HEP owns
and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and
refinery processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and
Rocky Mountain regions of the United States and Delek US Holdings, Inc.'s (“Delek”) refinery in Big Spring, Texas. Additionally,
HEP owns a 75% interest in UNEV Pipeline, LLC (“UNEV”), the owner of a pipeline running from Woods Cross, Utah to Las
Vegas, Nevada (the “UNEV Pipeline”) and associated product terminals, and a 50% ownership interest in each of Osage Pipe Line
Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas (the “Osage Pipeline”), Cheyenne
Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne Pipeline”)
and Cushing Connect Pipeline & Terminal LLC (“Cushing Connect”), the owner of a crude oil storage terminal in Cushing,
Oklahoma and a to-be-constructed pipeline that will run from Cushing, Oklahoma to our Tulsa Refineries.
HEP generates revenues by charging tariffs for transporting petroleum products and crude oil through its pipelines, by leasing
certain pipeline capacity to third parties including Delek, by charging fees for terminalling and storing refined products and other
hydrocarbons and providing other services at its storage tanks, terminals and refinery processing units. HEP does not take ownership
of products that it transports, terminals, stores or refines; therefore, it is not directly exposed to changes in commodity prices.
Investment in Joint Venture
Cushing Connect Joint Venture
On October 2, 2019, HEP Cushing LLC, a wholly-owned subsidiary of HEP, and Plains Marketing, L.P., a wholly-owned subsidiary
of Plains All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect, for (i) the development and
construction of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that will connect
the Cushing, Oklahoma crude oil hub to our Tulsa Refineries and (ii) the ownership and operation of 1.5 million barrels of crude
oil storage in Cushing, Oklahoma (the “Cushing Connect Terminal”). The Cushing Connect Terminal is expected to be placed in
service during the second quarter of 2020, and the Cushing Connect Pipeline is expected to be placed in service during the first
quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect assets.
Cushing Connect will contract with an affiliate of HEP to manage the construction and operation of the Cushing Connect Pipeline
and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect
will be shared proportionately among the partners, and HEP estimates its share of the cost of the Cushing Connect Terminal
contributed by Plains and Cushing Connect Pipeline construction costs are approximately $65.0 million.
Acquisition
SLC Pipeline and Frontier Aspen
On October 31, 2017, HEP acquired the remaining 75% interest in SLC Pipeline LLC, the owner of a pipeline that serves refineries
in the Salt Lake City, Utah area (the “SLC Pipeline”), and the remaining 50% interest in Frontier Aspen LLC, the owner of a
pipeline running from Wyoming to Frontier Station, Utah (the “Frontier Pipeline”), from subsidiaries of Plains for cash consideration
of $250.0 million.
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Transportation Agreements
Agreements with HEP
HEP serves our refineries under long-term pipeline, terminal and tankage throughput agreements and refinery processing tolling
agreements expiring from 2021 through 2036. Under these agreements, we pay HEP fees to transport, store and process throughput
volumes of refined products, crude oil and feedstocks on HEP's pipelines, terminals, tankage, loading rack facilities and refinery
processing units that result in minimum annual payments to HEP, including UNEV (a consolidated subsidiary of HEP). Under
these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the
percentage change in Producer Price Index (“PPI”) or Federal Energy Regulatory Commission (“FERC”) index. As of December 31,
2019, these agreements result in minimum annualized payments to HEP of $348.1 million.
Our transactions with HEP including the transactions discussed above and fees paid under our transportation agreements with
HEP and UNEV are eliminated and have no impact on our consolidated financial statements.
As of December 31, 2019, HEP's assets included:
Pipelines
•
approximately 800 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 Delek's Big Spring refinery in
Texas to its customers in Texas and Oklahoma;
two 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;
one 65-mile intermediate pipeline that is used for the shipment of crude oil from the gathering systems in Barnsdall and
Beeson, New Mexico to our Navajo Refinery;
the SLC Pipeline, a 95-mile intrastate crude oil pipeline system that transports crude oil into the Salt Lake City, Utah area
from the Utah terminus of the Frontier Pipeline, as well as crude oil flowing from Wyoming and Utah via Plains Rocky
Mountain Pipeline;
the Frontier Pipeline, a 289-mile crude oil pipeline running from Casper, Wyoming to Frontier Station, Utah through a
connection to the SLC Pipeline;
approximately 940 miles of crude oil trunk, gathering and connection pipelines located in west Texas, New Mexico and
Oklahoma that primarily deliver crude oil to our Navajo Refinery;
approximately 8 miles of refined product pipelines that support our Woods Cross Refinery located near Salt Lake City,
Utah;
gasoline and diesel connecting pipelines that support our Tulsa East facility;
five intermediate product and gas pipelines between our Tulsa East and Tulsa West facilities;
crude receiving assets located at our Cheyenne Refinery;
a 75% interest in the UNEV Pipeline, a 427-mile, 12-inch refined products pipeline running from Woods Cross, Utah to
Las Vegas, Nevada;
a 50% interest in the Osage Pipeline, a 135-mile pipeline that transports crude oil from Cushing, Oklahoma to our El
Dorado Refinery and also has a connection to the Jayhawk pipeline that services the CHS refinery in McPherson, Kansas;
a 50% interest in the Cheyenne Pipeline, an 87-mile crude oil pipeline running from Fort Laramie, Wyoming to Cheyenne,
Wyoming; and
a 50% interest in Cushing Connect, a joint venture formed to construct a 160,000 BPD pipeline to connect the Cushing,
Oklahoma crude oil hub to our Tulsa Refineries.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Refined Product Terminals and Refinery Tankage
•
•
•
•
three refined product terminals located in Orla, Texas and Moriarty and Bloomfield, New Mexico, with an aggregate
capacity of approximately 458,000 barrels, that are integrated with HEP's refined product pipeline system that serves our
Navajo Refinery;
one refined product terminal located in Spokane, Washington, with a capacity of approximately 400,000 barrels, that serves
third-party common carrier pipelines;
one refined product terminal near Mountain Home, Idaho, with a capacity of 120,000 barrels, that serves a nearby United
States Air Force Base;
two refined product terminals, located in Wichita Falls and Abilene, Texas, and one tank farm in Orla, Texas with aggregate
capacity of approximately 600,000 barrels, that are integrated with HEP's refined product pipelines that serve Delek's Big
Spring, Texas refinery;
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•
•
•
•
•
•
•
•
a refined product terminal in Catoosa, Oklahoma that stores specialty lubricant products and is utilized by our Tulsa
Refineries;
a refined product loading rack facility at each of our El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries,
heavy product / asphalt loading rack facilities at our Tulsa East facility, Navajo Refinery Lovington facility and Cheyenne
Refinery, LPG loading rack facilities at our El Dorado Refinery, Tulsa West facility and Cheyenne Refinery, lube oil
loading racks at our Tulsa West facility and crude oil Leased Automatic Custody Transfer units located at our Cheyenne
Refinery;
on-site crude oil tankage at our Tulsa, El Dorado, Navajo, Cheyenne and Woods Cross Refineries having an aggregate
storage capacity of approximately 1,350,000 barrels;
on-site refined and intermediate product tankage at our El Dorado, Tulsa and Cheyenne Refineries having an aggregate
storage capacity of approximately 8,800,000 barrels;
eleven crude oil tanks adjacent to our El Dorado Refinery with a capacity of approximately 1,200,000 barrels that primarily
serve our El Dorado Refinery;
Frontier Pipeline's tankage with an aggregate capacity of approximately 72,000 barrels; and
a 75% interest in UNEV Pipeline's product terminals near Cedar City, Utah and Las Vegas, Nevada with an aggregate
capacity of approximately 615,000 barrels; and
a 50% interest in Cushing Connect's crude oil tankage with a capacity of approximately 1,500,000 barrels in Cushing,
Oklahoma.
Refinery Processing Units
•
•
•
•
•
a naphtha fractionation tower at our El Dorado Refinery, with a capacity of 50,000 BPD of desulfurized naphtha;
a hydrogen generation unit at our El Dorado Refinery, with a capacity of 6.1 million standard cubic feet per day of natural
gas.
a crude unit, which is primarily an atmospheric distillation tower, a desalter and heat exchangers, at our Woods Cross
Refinery, with a feedstock capacity of 15,000 BPD of crude oil;
a FCC unit at our Woods Cross Refinery, which converts crude oil to high-value refined products such as gasoline, diesel
and liquefied petroleum gases, with a capacity of 8,000 BPD; and
a polymerization unit at our Woods Cross Refinery, that uses the output of the fluid cracking unit and converts them into
gasoline blendstock, with a capacity of 2,500 BPD.
ADDITIONAL OPERATIONS AND OTHER INFORMATION
Corporate Offices
Our principal corporate offices are leased and located in Dallas, Texas. Functions performed in our Dallas office include overall
corporate management, refinery and HEP management, planning and strategy, corporate finance, crude acquisition, logistics,
contract administration, marketing, investor relations, governmental affairs, accounting, tax, treasury, information technology,
legal and human resources support functions.
Employees and Labor Relations
As of December 31, 2019, we had 4,074 employees, of which 1,430 are currently covered by collective bargaining agreements
having various expiration dates between 2020 and 2024. We consider our employee relations to be good.
Environmental Regulation
We are subject to numerous international, federal, state, provincial and local laws and regulations regulating worker health and
safety, the discharge of substances into the environment, or otherwise relating to the protection of the environment and natural
resources. Permits or other authorizations are required under these laws and regulations for the operation of our refineries, pipelines
and related facilities, which can result in the imposition of costly reporting, installation of pollution control equipment and
maintenance obligations. Moreover, these permits and authorizations are subject to revocation, modification and renewal, as well
as challenges from third parties.
Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and
criminal penalties; the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital
expenditures; the occurrence of delays in the permitting, development or expansion of projects; the issuance of injunctive relief
limiting or prohibiting certain operations; and reputational harm. In addition, many environmental laws provide a mechanism for
citizens to file suit against regulated facilities for alleged environmental violations. Compliance with applicable environmental
laws, regulations and permits or other authorizations will continue to have an impact on our operations, the results of our operations
and our capital expenditures.
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Clean Air Act - Our operations are subject to certain requirements of the Federal Clean Air Act (“CAA”) as well as related state
and local laws and regulations. Certain CAA regulatory programs applicable to our facilities require capital expenditures for the
installation of certain air pollution control devices, operational procedures to minimize emissions, and monitoring and reporting
of emissions. Additionally, the Environmental Protection Agency (“EPA”) has the authority under the CAA to modify the
formulation of the refined transportation fuel products we manufacture in order to limit the emissions associated with their final
use. Also, the EPA has reduced several National Ambient Air Quality Standards (“NAAQS”), and implementation of such revised
NAAQS could result in stricter permitting requirements, delay or the inability to obtain such permits, and increased expenditures
for pollution control equipment, the costs of which could be significant. Moreover, in February 2016, a new EPA rule became
effective that requires, among other things, benzene monitoring at the refinery fence line beginning in January 2018 and submittal
of fence line monitoring data to the EPA on a quarterly basis; upgraded storage tank controls requirements, including new
applicability thresholds; enhanced performance requirements for flares, continuous monitoring of flares and pressure release
devices, and analysis and remedy of flare release events; compliance with emissions standards for delayed coking units; and
requirements related to air emissions resulting from startup, shutdown and maintenance events. These new rules, as well as
subsequent rulemaking under the CAA or similar laws, or new agency interpretations of existing laws and regulations, may
necessitate additional expenditures in future years and result in increased costs on our operations.
Fuel Quality Regulation - We are subject to the EPA’s Control of Hazardous Air Pollutants from Mobile Sources (also known as
the Mobile Source Air Toxics rule, or “MSAT2”) regulations that impose reductions in the benzene content of our produced
gasoline. In addition to reducing benzene concentration in our gasoline, our refineries currently purchase benzene credits to meet
these requirements. If economically justified or otherwise determined to be beneficial, we may implement additional benzene
reduction projects to eliminate or reduce the need to purchase benzene credits.
Pursuant to the Energy Independence and Security Act of 2007 (“EISA”), and the EPA’s corresponding Renewable Fuel Standard
(“RFS”) regulations, most refiners are required to blend increasing amounts of biofuels with refined products through 2022 or
purchase Renewable Identification Numbers (“RINs”) in lieu of blending. Under the RFS, the percentage of renewable fuels that
refineries are obligated to blend into their finished petroleum products is adjusted annually. In November 2018, the EPA finalized
the RFS targets for 2019, which maintained the volume required for conventional (i.e., corn ethanol) renewable fuel, increased
the volume required for advanced biofuels, and increased the volume required for cellulosic biofuel compared to the 2018 RFS
requirements. The EPA also increased the biomass-based diesel volume for 2020 compared to 2019. Because the EISA requires
specified volumes of biofuels, if the demand for motor fuels decreases in future years, even higher percentages of biofuels may
be required.
The EPA has historically used its waiver authority to establish volumes lower than the statutory volumes required by EISA, but
the EPA’s interpretation of its waiver authority, as well as its implementation of the RFS, has been subject to numerous court
challenges. Lawsuits have been filed by the renewable fuel industry challenging the EPA's grant of small refinery exemptions.
For additional information regarding risks relating to our small refinery exemptions, see Item 1A, “Risk Factors - The availability
and cost of renewable identification numbers and other required credits could have an adverse effect on our financial condition
and results of operations.” Additionally, in November 2017, the EPA denied petitions requesting to change the point of obligation
for compliance under the RFS program to the terminal rack. Legal challenges of the EPA's decision are ongoing. We cannot predict
the outcome of these matters or whether they may result in increased RFS compliance costs. There also continues to be a shortage
of advanced biofuel production resulting in increased difficulties meeting RFS mandates. As a result, we may be unable to blend
sufficient quantities of renewable fuel to meet our requirements and, therefore, may have to purchase an increasing number of
RINs. It is not possible at this time to predict with certainty what those volumes or costs may be, but given the potential increase
in volumes and the volatile price of RINs, increases in renewable volume requirements could have an adverse impact on our results
of operations.
Finally, while there is no current regulatory standard that authenticates RINs that may be purchased on the open market from third
parties, we believe that the RINs we purchase are from reputable sources, are valid and serve to demonstrate compliance with
applicable RFS requirements. However, if any of the RINs purchased by us on the open market are subsequently found by the
EPA to be invalid, we could incur significant costs, penalties, or other liabilities in connection with replacing any invalid RINs
and resolving any enforcement action brought by the EPA.
In April 2014, the EPA promulgated the Tier 3 Motor Vehicle Emission and Fuel Standards, which requires a reduction in annual
average gasoline sulfur content from 30 ppm to 10 ppm. These requirements, other CAA requirements, and other presently existing
or future environmental regulations may cause us to make substantial capital expenditures and purchase sulfur credits at significant
cost to enable our refineries to produce products that meet applicable requirements.
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Climate Change - In recent years, various legislative and regulatory measures to address climate change and greenhouse gas
(“GHG”) emissions (including carbon dioxide, methane and nitrous oxides) have been discussed or implemented. They include
proposed and enacted federal regulation and state actions to develop statewide, regional or nationwide programs designed to
control and reduce GHG emissions from fixed sources, such as our refineries, as well as power plants, mobile transportation
sources and fuels. Measures to date have included cap and trade programs, carbon taxes, vehicle efficiency standards and low
carbon fuel standards. Although it is not possible to predict the requirements of any GHG legislation that may be enacted, any
laws or regulations that may be adopted to restrict or reduce GHG emissions will likely require us to incur increased operating
and capital costs. In August 2015, the EPA finalized the “Clean Power Plan” requiring states to reduce carbon dioxide emissions
from coal-fired power plants that will likely result in a combination of plant closures, switching to renewable energy and natural
gas, and demand reduction. However, the Clean Power Plan was challenged in various courts, and the U.S. Supreme Court has
stayed implementation of the rule. The U.S. Court of Appeals for the District of Columbia has held the litigation in abeyance. In
October 2017, the EPA proposed to repeal the Clean Power Plan, and on July 8, 2019, the EPA issued a replacement rule titled the
Affordable Clean Energy Rule, which is focused solely on electric generating units. Neither the Clean Power Plan nor the Affordable
Clean Energy Rule would directly affect our operations. To the extent the EPA fully implements a rule that imposes higher costs
on electricity generating units it could result in increased power costs for our refineries in future years.
EPA rules require us to report GHG emissions from our refinery operations and consumer use of fuel products produced at our
refineries on an annual basis. While the cost of compliance with the reporting rule is not material, data gathered under the rule
may be used in the future to support additional regulation of GHG. Moreover, the EPA directly regulates GHG emissions from
refineries and other major sources through the Prevention of Significant Deterioration (“PSD”) and Federal Operating Permit
programs and may require Best Available Control Technology (“BACT”) for GHG emissions above a certain threshold if emissions
of other pollutants would otherwise require PSD permitting. While this does not impose any limits or controls on GHG emissions
from current operations, future projects or operational changes that increase GHG emissions, such as capacity increases, may be
subject to emission limits or technological requirements pertaining to GHG emissions, such as BACT.
Severe limitations on GHG emissions could also adversely affect demand for the gasoline that we produce. Recently, activists
concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy
companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their
investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration and
production activities and result in decreased production of oil, which indirectly could have an adverse impact on our operations.
Notwithstanding potential risks related to climate change, the International Energy Agency estimates that global energy demand
will continue to rise and will not peak until after 2040 and that oil and natural gas will continue to represent a substantial percentage
of global energy use over that time. Finally, it should be noted that some scientists have concluded that increasing concentrations
of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency
and severity of storms, floods and other extreme weather events; if any such effects were to occur, they could have an adverse
effect on our operations.
Water Discharges - Our operations are also subject to the Federal Clean Water Act (“CWA”), the Federal Safe Drinking Water
Act (“SDWA”) and comparable state and local requirements. The CWA, the SDWA and analogous laws prohibit any discharge
into surface waters, ground waters, injection wells and publicly-owned treatment works except in conformance with legal
authorization, such as pre-treatment permits and National Pollutant Discharge Elimination System (“NPDES”) permits, issued by
federal, state and local governmental agencies. The EPA commenced a study from 2015-2017 related to the discharges of metals
and dioxin from petroleum refining operations and wastewater discharges from refineries in connection with the consideration of
new effluent limitation guidelines that would be incorporated into refinery sector NPDES permits. To date, the EPA has not proposed
any new effluent limitation guidelines applicable to our operations, but future rulemakings related to this issue could require us
to incur increased costs related to the treatment of wastewater resulting from our operations.
The CWA also regulates filling or discharges to wetlands and other “waters of the United States.” On January 23, 2020, the EPA,
in conjunction with the U.S. Army Corps of Engineers (the “Corps”), issued a final rule regarding the definition of “waters of the
United States,” which narrowed the regulatory reach of the CWA regulations relative to a prior 2015 rulemaking. The final rule
will become effective 60 days after issuance. Because the rule does not expand the scope of the CWA’s jurisdiction, it will not
likely adversely impact our operations; however, we expect the final rule to be subject to litigation, and multiple challenges to the
EPA's prior rulemakings remains pending, both of which create uncertainty.
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Hazardous Substances and Wastes - We generate wastes that may be subject to the Resource Conservation and Recovery Act and
comparable state and local requirements. The EPA and various state agencies have limited the approved methods of disposal for
certain hazardous and non-hazardous wastes. Although the EPA is currently working on several rulemakings that could impact
how our refineries manage various waste streams, it does not appear that these rules will significantly impact our refineries.
The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as “Superfund,” imposes
strict, and under certain circumstances, joint and several liability on certain classes of persons who are considered to be responsible
for the cost of cleaning up hazardous substances that have been released into the environment and for damages to natural resources.
These persons include current and former owners or operators of property where a release has occurred, and any persons who
disposed of, or arranged for the transport or disposal of, hazardous substances at the property. In the course of our historical
operations, as well as in our current operations, we have generated waste, some of which falls within the statutory definition of a
“hazardous substance” and some of which may have been disposed of at sites that may be subject to cleanup and cost recovery
actions under CERCLA in the future. Similarly, locations now owned or operated by us, where third parties have disposed such
hazardous substances in the past, may also be subject to cleanup and cost recovery actions under CERCLA. Some states have
enacted laws similar to CERCLA which impose similar responsibilities and liabilities on responsible parties. It is also not uncommon
for neighboring landowners and other third parties to file claims under state law for personal injury and property damage allegedly
caused by hazardous substances or other pollutants released into the environment.
Oil Pollution Act - The Oil Pollution Act of 1990 (“OPA”) and regulations thereunder generally subject owners and operators of
facilities to strict, joint and several liability for all containment and cleanup costs, natural resource damages, and potential
governmental oversight costs arising from oil spills into the waters of the U.S. The OPA also imposes ongoing requirements on a
responsible party, including the preparation of oil spill response plans and proof of financial responsibility to cover environmental
cleanup and restoration costs that could be incurred in connection with an oil spill.
Other Environmental Regulations - Our Canadian assets and operations are also required to comply with various Canadian federal,
provincial and municipal regulations. The regulations are in many cases conceptually similar to those described above for our
U.S. operations. The principal legislation affecting our Canadian operations is the Canadian Environmental Protection Act, the
Fisheries Act, the Greenhouse Gas Pollution Pricing Act and their regulations at a federal level and various provincial statutes and
regulations such as the Ontario Environmental Protection Act, the Ontario Occupational Health and Safety Act and the Ontario
Water Resources Act. All these laws contain broad prohibitions against causing harm to air, land, water, people or any other living
organism and in many cases contain detailed prescriptive rules governing many aspects of our operations. Regulatory trends
towards more stringent emission requirements and operating controls are expected to continue at federal, provincial and local
levels.
Additionally, our assets and operations in the Netherlands are required to comply with Dutch regulations that are similar to, and
in some cases more stringent than, those described above for our U.S. operations. The statutes to which our Dutch assets and
operations are subject include the Environmental Protection Act, the Activities Decree, the Environmental Licensing (General
Provisions) Bill, the Water Act, the Soil Protection Act, the Major Accidents (Risks) Decree, the European Habitat Directive, and
the Economic Offences Act. However, many of the existing environmental laws will be supplanted by the Environment and
Planning Act, which is expected to enter into force in January 2021. Generally, these regulations create a system of environmental
permits covering the most significant emissions to water, air and soil, as well as other environmental impacts. The Netherlands
also participates in certain broader European legal initiatives, including GHG cap and trade programs. Additionally, in December
2019, the High Council of the Netherlands upheld a court order for the government of the Netherlands to reduce the country's
GHG emissions by 25% (compared to 1990) by 2020, and in January 2020,the Climate Act came into force, with the goal of
significantly reducing GHG emissions by 49% (compared to 1990) by 2030 and by at least 95% by 2050. It is unclear what further
measures the Dutch government will take to reduce GHG emissions pursuant to this law.
Enforcement and Litigation Proceedings - As is the case with all companies engaged in industries similar to ours, we face potential
exposure to future claims and lawsuits involving environmental matters. These matters include soil and water contamination, air
pollution, GHG emissions, personal injury and property damage allegedly caused by substances that we manufactured, handled,
used, released or disposed. We currently have environmental remediation projects that relate to recovery, treatment and monitoring
activities resulting from past releases of refined product and crude oil into the environment. As of December 31, 2019, we had an
accrual of $117.7 million related to such environmental liabilities.
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We are and have been the subject of various local, state, provincial, federal and private proceedings and inquiries relating to
compliance with environmental laws and regulations and conditions, including those discussed above. Compliance with current
and future environmental regulations is expected to require additional expenditures, including expenditures for investigation and
remediation, which may be significant. To the extent that future expenditures for these purposes are material and can be reasonably
determined, these costs are disclosed and accrued, if applicable.
Occupational Health and Safety - Our operations are subject to various laws and regulations relating to occupational health and
safety, including the Occupational Safety and Health Act (“OSHA”), comparable state statutes, and Canadian and Dutch regulations
applicable to our operations in Canada and the Netherlands. We maintain a comprehensive safety program, including mechanical
integrity and safety-related maintenance programs and training, to ensure compliance with all applicable laws and regulations to
protect the safety of our workers and the public. Some of our operations are also subject to OSHA Process Safety Management
(“PSM”) regulations and EPA Risk Management Plan (“RMP”) regulations, both of which are designed to prevent or minimize
the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. In January 2017, the EPA revised
the RMP requirements for incident investigation and accident history reporting, emergency preparedness, and the performance of
process hazard analyses and third party compliance audits. Many of the revised requirements do not become effective until 2021,
and the EPA issued a final rule in December 2019 that rescinded several of the requirements of the 2017 rule. Also in January
2017, OSHA announced changes to its National Emphasis Program, which specifically identified oil refineries as facilities for
increased inspections and instructed inspectors to use data gathered from EPA RMP inspections to identify refiners for additional
PSM inspections. Compliance with applicable state and federal occupational health and safety laws and regulations, as well as
environmental regulations, has required, and continues to require, substantial expenditures.
Occupational health and environmental legislation, regulations and regulatory programs change frequently. We cannot predict
what additional occupational health and environmental legislation or regulations will be enacted or become effective in the future
or how existing or future laws or regulations will be administered or interpreted with respect to our operations. Compliance with
more stringent laws or regulations or adverse changes in the interpretation of existing laws or regulations by government agencies
could have an adverse effect on our financial position and the results of our operations and could require substantial expenditures
for the installation and operation of systems and equipment that we do not currently possess.
Insurance
Our operations are subject to hazards of operations, including fire, explosion and weather-related perils. We maintain various
insurance coverages, including business interruption insurance, subject to certain deductibles. We are not fully insured against
certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify
such expenditures.
We have a risk management oversight committee consisting of members from our senior management. This committee oversees
our risk enterprise program, monitors our risk environment and provides direction for activities to mitigate identified risks that
may adversely affect the achievement of our goals.
Item 1A. Risk Factors
Investing in us involves a degree of risk, including the risks described below. Our operating results have been, and will continue
to be, affected by a wide variety of risk factors, many of which are beyond our control, that could have adverse effects on profitability
during any particular period. You should carefully consider the following risk factors together with all of the other information
included in this Annual Report on Form 10-K, including the financial statements and related notes, when deciding to invest in us.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and
adversely affect our business operations. If any of the following risks were to actually occur, our business, financial condition or
results of operations could be materially and adversely affected.
The headings provided in this Item 1A. are for convenience and reference purposes only and shall not affect or limit the extent or
interpretation of the risk factors.
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The prices of crude oil and refined and finished lubricant products materially affect our profitability, and are dependent upon
many factors that are beyond our control, including general market demand and economic conditions, seasonal and weather-
related factors, regional and grade differentials and governmental regulations and policies.
Among these factors is the demand for crude oil and refined and finished lubricant products, which is largely driven by the
conditions of local and worldwide economies as well as by weather patterns and the taxation of these products relative to other
energy sources. Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, also
have a significant impact on our activities. Operating results can be affected by these industry factors, product and crude pipeline
capacities, crude oil differentials (including regional and grade differentials), changes in transportation costs, accidents or
interruptions in transportation, competition in the particular geographic areas that we serve, global market conditions, actions by
foreign nations and factors that are specific to us, such as the success of particular marketing programs and the efficiency of our
refinery operations. The demand for crude oil and refined and finished lubricant products can also be reduced due to a local or
national recession or other adverse economic condition, which results in lower spending by businesses and consumers on gasoline
and diesel fuel, higher gasoline prices due to higher crude oil prices, a shift by consumers to more fuel-efficient vehicles or
alternative fuel vehicles (such as ethanol or wider adoption of gas/electric hybrid vehicles), or an increase in vehicle fuel economy,
whether as a result of technological advances by manufacturers, legislation mandating or encouraging higher fuel economy or the
use of alternative fuel.
We do not produce crude oil and must purchase all our crude oil, the price of which fluctuates based upon worldwide and local
market conditions. Our profitability depends largely on the spread between market prices for refined petroleum products and crude
oil prices. This margin is continually changing and may fluctuate significantly from time to time. Crude oil and refined products
are commodities whose price levels are determined by market forces beyond our control. For example, the reversal of certain
existing pipelines or the construction of certain new pipelines transporting additional crude oil or refined products to markets that
serve competing refineries could affect the market dynamic that has allowed us to take advantage of favorable pricing. A
deterioration of crack spreads or price differentials between domestic and foreign crude oils could have a material adverse effect
on our business, financial condition, results of operations and cash flows.
Additionally, due to the seasonality of refined products markets and refinery maintenance schedules, results of operations for any
particular quarter of a fiscal year are not necessarily indicative of results for the full year and can vary year to year in the event of
unseasonably cool weather in the summer months and/or unseasonably warm weather in the winter months in the markets in which
we sell our petroleum products. In general, prices for refined products are influenced by the price of crude oil. Although an increase
or decrease in the price for crude oil may result in a similar increase or decrease in prices for refined products, there may be a time
lag in the realization of the similar increase or decrease in prices for refined products. The effect of changes in crude oil prices on
operating results, therefore, depends in part on how quickly refined product prices adjust to reflect these changes. A substantial
or prolonged increase in crude oil prices without a corresponding increase in refined product prices, a substantial or prolonged
decrease in refined product prices without a corresponding decrease in crude oil prices, or a substantial or prolonged decrease in
demand for refined products could have a significant negative effect on our earnings and cash flow. Also, our crude oil and refined
products inventories are valued at the lower of cost or market under the last-in, first-out (“LIFO”) inventory valuation methodology.
If the market value of our inventory were to decline to an amount less than our LIFO cost, we would record a write-down of
inventory and a non-cash charge to cost of products sold even when there is no underlying economic impact at that point in time.
Continued volatility in crude oil and refined products prices could result in lower of cost or market inventory charges in the future,
or in reversals reducing cost of products sold in subsequent periods should prices recover. For example, we recorded a non-cash
decrease to cost of products sold in the amount of $119.8 million and an increase of $136.3 million for the years
ended December 31, 2019 and 2018, respectively.
There are various risks associated with greenhouse gases and climate change that could result in increased operating costs
and litigation and reduced demand for the refined products we produce and investment in our industry.
Climate change continues to attract considerable attention in the United States, Canada, Europe, and other regions. Numerous
proposals have been made and could continue to be made at the international, national, regional and state levels of government
to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, our operations
are subject to a series of regulatory, political, litigation, and financial risks associated with the refining of petroleum products and
emission of GHGs.
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The EPA has determined that emissions of carbon dioxide, methane and other greenhouse gas emissions, or “GHGs,” present an
endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to
warming of the earth's atmosphere and other climatic changes. The U.S. Supreme Court has also found that GHG emissions
constitute a pollutant under the CAA. Accordingly, the EPA has adopted rules that, among other things, establish construction and
operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting
of GHG emissions from certain petroleum and natural gas sources in the United States or to control or reduce emissions of GHGs,
including methane, from such sources. In addition, the EPA, together with the DOT, implement GHG emission and corporate
average fuel economy standards for vehicles manufactured in the United States. Additionally, various states and groups of states
have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as
GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. Similar such regulations
exist at the provincial and federal levels in Canada, including a nation-wide greenhouse gas pricing initiative and regulations
related to the control of GHGs from automobiles and light duty trucks and either cap and trade programs or carbon taxes in the
provinces of Quebec, Ontario, and Alberta. The Netherlands also participates in certain European legal initiatives, including GHG
cap and trade programs, and recently promulgated the Climate Act with the goal of significantly reducing GHG emissions by 49%
(compared to 1990) by 2030 and by at least 95% by 2050. It is unclear what further measures the Dutch government will take to
reduce GHG emissions pursuant to this law. At the international level, there is a non-binding agreement, the United Nations-
sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every
five years after 2020, although the United States has announced its withdrawal from such agreement, effective November 4, 2020.
The adoption of legislation or regulatory programs to reduce emissions of GHGs could require us to incur increased operating
costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new
regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and
thereby reduce demand for, the refined products that we produce. Additionally, political, litigation and financial risks may result
in curtailed refinery activity, incurred liability, or other adverse effects on our business, financial condition and results of operations.
There are also increasing risks of litigation related to climate change effects. Governments and third-parties have brought suit
against some fossil fuel companies alleging, among other things, that such companies created public nuisances by producing fuels
that contributed to climate change, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages
as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded
their investors by failing to adequately disclose those impacts. While we are not party to such suits at this time, we may become
subject to such litigation in the future. Such cases could also adversely impact public perception and the demand for fossil fuels
and petroleum products, which could subsequently result in decreased demand for our services and refined products and a drop
in our share price.
Our share price could be adversely impacted if existing shareholders, including institutional investors, elect in the future to shift
some or all of their investments into non-energy related sectors based on social and environmental considerations. Additionally,
in recent years institutional lenders have become more attentive to sustainable lending practices and have been lobbied intensively,
and often publicly, by environmental activists, proponents of the international Paris Agreement, and foreign citizenry concerned
about climate change not to provide funding for fossil fuel energy companies. Limitation of investments in and financings for
fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production
activities, could result in a reduction of available capital funding for potential development projects and could also adversely affect
demand for our services and refined products, all of which could impact our future financial results.
The availability and cost of renewable identification numbers and other required credits could have an adverse effect on our
financial condition and results of operations.
Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the RFS regulations reflecting the increased
volume of renewable fuels mandated to be blended into the nation's fuel supply. The regulations, in part, require refiners to add
annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such
blending. We currently purchase RINs for some fuel categories on the open market in order to comply with the quantity of renewable
fuels we are required to blend under the RFS regulations. Since the EPA first began mandating biofuels in excess of the “blend
wall” (the 10% ethanol limit prescribed by most automobile warranties), the price of RINs has been extremely volatile. While we
cannot predict the future prices of RINs, the costs to obtain the necessary number of RINs could be material. If we are unable to
pass the costs of compliance with the RFS regulations on to our customers, if sufficient RINs are unavailable for purchase, if we
have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS mandates, our financial condition
and results of operations could be adversely affected.
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In the past, we have received small refinery exemptions under the RFS program for certain of our refineries. However, there is no
assurance that such an exemption will be obtained for any of our refineries in future years. For example, the EPA has recently
indicated it plans to more closely align the agency’s criteria for granting small refinery exemptions with the recommendation of
the Department of Energy, which could result in fewer such exemptions being granted. The failure to obtain such exemptions for
certain of our refineries could result in the need to purchase more RINs than we currently have estimated and accrued for in our
consolidated financial statements. EPA recently promulgated new RFS regulations that could require the agency to increase the
volume of renewable fuel or RINs that refiners are required to purchase if the agency anticipates it will grant small refinery
exemptions. This also could increase the number of RINs we need to purchase. Additionally, a recent decision by the U.S. Court
of Appeals for the 10th Circuit vacated two small refinery exemption decisions for the 2016 compliance year and remanded the
case to the EPA for further proceedings. It is not clear at this time what steps the EPA will take with respect to our 2016 small
refinery exemptions, or how the case will impact future small refinery exemptions.
In addition, the RFS regulations are highly complex and evolving, requiring us to periodically update our compliance systems.
The RFS regulations require the EPA to determine and publish the applicable annual volume and percentage standards for each
compliance year by November 30 for the forthcoming year, and such blending percentages could be higher or lower than amounts
estimated and accrued for in our consolidated financial statements. The future cost of RINs is difficult to estimate until such time
as the EPA finalizes the applicable standards for the forthcoming compliance year. Moreover, in addition to increased price volatility
in the RINs market, there have been multiple instances of RINs fraud occurring in the marketplace over the past several years.
The EPA has initiated several enforcement actions against refiners who purchase fraudulent RINs, resulting in substantial costs
to the refiner. We cannot predict with certainty our exposure to increased RINs costs in the future, nor can we predict the extent
by which costs associated with RFS regulations will impact our future results of operations.
To successfully operate our facilities, we are required to expend significant amounts for capital outlays and operating
expenditures. If we are unable to complete capital projects at their expected costs or in a timely manner, or if the market
conditions assumed in our project economics deteriorate, our financial condition, results of operations, or cash flows could
be materially and adversely affected.
Our facilities consist of many processing units, a number of which have been in operation for many years. One or more of the
units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled
turnaround for such units. Scheduled and unscheduled maintenance could reduce our revenues during the period of time that the
units are not operating. We have taken significant measures to expand and upgrade units in our facilities by installing new equipment
and redesigning older equipment to improve refinery capacity. The installation and redesign of key equipment at our facilities
involves significant uncertainties, including the following: our upgraded equipment may not perform at expected levels; operating
costs of the upgraded equipment may be higher than expected; the yield and product quality of new equipment may differ from
design and/or specifications and redesign, modification or replacement of the equipment may be required to correct equipment
that does not perform as expected, which could require facility shutdowns until the equipment has been redesigned or modified.
Any of these risks associated with new equipment, redesigned older equipment, or repaired equipment could lead to lower revenues
or higher costs or otherwise have a negative impact on our future financial condition and results of operations.
One of the ways we may grow our business is through the construction of new refinery processing units (or the purchase and
refurbishment of used units from another refinery) and the expansion of existing ones. Projects are generally initiated to increase
the yields of higher-value products, increase the amount of lower cost crude oils that can be processed, increase refinery production
capacity, meet new governmental requirements, or maintain the operations of our existing assets. Additionally, our growth strategy
includes projects that permit access to new and/or more profitable markets. The construction process involves numerous regulatory,
environmental, political, and legal uncertainties, most of which are not fully within our control, including:
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third party challenges to, denials, or delays with respect to the issuance of requisite regulatory approvals and/or obtaining
or renewing permits, licenses, registrations and other authorizations;
societal and political pressures and other forms of opposition;
compliance with or liability under environmental regulations;
unplanned increases in the cost of construction materials or labor;
disruptions in transportation of modular components and/or construction materials;
severe adverse weather conditions, natural disasters, terrorists or cyberattacks, domestic vandalism 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;
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• market-related increases in a project's debt or equity financing costs; and/or
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nonperformance or force majeure by, or disputes with, vendors, suppliers, contractors, or sub-contractors involved with
a project.
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If we are unable to complete capital projects at their expected costs or in a timely manner our financial condition, results of
operations, or cash flows could be materially and adversely affected. Delays in making required changes or upgrades to our facilities
could subject us to fines or penalties as well as affect our ability to supply certain products we make. In addition, our revenues
may not increase immediately upon the expenditure of funds on a particular project. For instance, if we build a new refinery
processing unit, the construction will occur over an extended period of time and we will not receive any material increases in
revenues until after completion of the project. Moreover, we may construct facilities to capture anticipated future growth in demand
for refined products in a region in which such growth does not materialize. As a result, new capital investments may not achieve
our expected investment return, which could adversely affect our financial condition or results of operations.
In addition, we expect to execute turnarounds at our refineries, which involve numerous risks and uncertainties. These risks include
delays and incurrence of additional and unforeseen costs. The turnarounds allow us to perform maintenance, upgrades, overhaul
and repair of process equipment and materials, during which time all or a portion of the refinery will be under scheduled downtime.
Our forecasted internal rates of return are also based upon our projections of future market fundamentals which are not within our
control, including changes in general economic conditions, available alternative supply, global market conditions, actions by
foreign nations and customer demand.
Cyberattacks or security breaches could have a material adverse effect on our business, financial condition and results of
operations.
Our business is dependent upon information systems and other digital technologies for controlling our plants and pipelines,
processing transactions and summarizing and reporting results of operations. The secure processing, maintenance and transmission
of information is critical to our operations. We monitor our information systems on a 24/7 basis in an effort to detect cyberattacks
or security breaches. Preventative and detective measures we utilize include independent cybersecurity audits and penetration
tests. We implemented these efforts along with other risk mitigation procedures to detect and address unauthorized and damaging
activity on our network, stay abreast of the increasing threat landscape and improve our security posture. Information technology
system failures, communications network disruptions (whether intentional by a third party or due to natural disaster), and security
breaches could still impact equipment and software used to control plants and pipelines, resulting in improper operation of our
assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the
products we transport, store or distribute, or releases of hydrocarbon products and other damage to our facilities for which we
could be held liable.
Furthermore, we collect and store sensitive data in the ordinary course of our business, including personally identifiable information
of our employees as well as our proprietary business information and that of our customers, suppliers, investors and other
stakeholders. Despite our security measures, our information systems may become the target of cyberattacks or security breaches
(including employee error, malfeasance or other breaches), which could result in the theft or loss of the stored information,
misappropriation of assets, disruption of transactions and reporting functions, our ability to protect customer or company
information and our financial reporting. Even with insurance coverage, a claim could be denied or coverage delayed. A cyber-
attack or security breach could result in liability under data privacy laws, regulatory penalties, damage to our reputation or a loss
of consumer confidence in our products and services, or additional costs for remediation and modification or enhancement of our
information systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial
condition or results of operations.
Competition in the refining and marketing industry is intense, and an increase in competition in the markets in which we sell
our products could adversely affect our earnings and profitability.
We compete with a broad range of refining and marketing companies, including certain multinational oil companies. Because of
their geographic diversity, larger and more complex refineries, integrated operations and greater resources, some of our competitors
may be better able to withstand volatile market conditions, to obtain crude oil in times of shortage and to bear the economic risks
inherent in all areas of the refining industry.
We are not engaged in petroleum exploration and production activities and do not produce any of the crude oil feedstocks used at
our refineries. We do not have a retail business and therefore are dependent upon others for outlets for our refined products. Certain
of our competitors, however, obtain a portion of their feedstocks from company-owned production and have retail outlets.
Competitors that have their own production or extensive retail outlets, with brand-name recognition, are at times able to offset
losses from refining operations with profits from producing or retailing operations, and may be better positioned to withstand
periods of depressed refining margins or feedstock shortages.
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In recent years there have been several refining and marketing consolidations or acquisitions between entities competing in our
geographic market. These transactions could increase the future competitive pressures on us.
The markets in which we compete may be impacted by competitors' plans for expansion projects and refinery improvements that
could increase the production of refined products in our areas of operation and significantly affect our profitability.
Also, the potential operation of new or expanded refined product transportation pipelines, or the conversion of existing pipelines
into refined product transportation pipelines, could impact the supply of refined products to our existing markets and negatively
affect our profitability.
In addition, we compete with other industries that provide alternative means to satisfy the energy and fuel requirements of our
industrial, commercial and individual consumers. The more successful these alternatives become as a result of governmental
regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the impact on pricing and
demand for our products and our profitability. There are presently significant governmental and consumer pressures to increase
the use of alternative fuels in the United States.
The market for our lubricants and specialty products segment is highly competitive and requires us to continuously develop
and introduce new products and product enhancements.
Our ability to grow our Lubricants and Specialty Products segment depends, in part, on our ability to continuously develop,
manufacture and introduce new products and product enhancements on a timely and cost-effective basis, in response to customers’
demands for higher performance process lubricants, coatings, greases and other product offerings. Our competitors may develop
new products or enhancements to their products that offer performance, features and lower prices that may render our products
less competitive or obsolete, and, as a consequence, we may lose business and/or significant market share. Our efforts to respond
to changes in consumer demand in a timely and cost-efficient manner to drive growth could be adversely affected by unfavorable
margins or difficulties or delays in product development and service innovation, including the inability to identify viable new
products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or
gain market acceptance of new products or service techniques. The development and commercialization of new products require
significant expenditures over an extended period of time, and some products that we seek to develop may never become profitable,
and we could be required to write-off our investments related to a new product that does not reach commercial viability.
Our acquisition strategy involves numerous risks, any of which could adversely affect us.
An additional component of our growth strategy is to selectively acquire complementary assets or businesses for our refining
operations in order to increase earnings and cash flow. Our ability to do so will be dependent upon a number of factors, including
our ability to identify attractive acquisition candidates, consummate acquisitions on favorable terms, successfully integrate acquired
assets and obtain financing to fund acquisitions and to support our growth, and other factors beyond our control. Risks associated
with acquisitions include those relating to:
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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 and inefficiencies that
may result therefrom;
difficulties in integrating the financial, technological and management standards, processes, procedures and controls of
an acquired business with those of our existing operations;
liability for known or unknown environmental conditions or other contingent liabilities not covered by indemnification
or insurance;
greater than anticipated expenditures required for compliance with environmental or other regulatory standards or for
investments to improve operating results;
difficulties or delays in achieving anticipated operational improvements or benefits or inaccurate assumptions about future
synergies or revenues;
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.
Any acquisitions that we do consummate may have adverse effects on our business and operating results.
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We incur significant costs, and expect to incur additional costs in the future, to comply with existing, new and changing
environmental, energy, health and safety laws and regulations, and face potential exposure for environmental matters.
Operations of our facilities and pipelines are subject to international, foreign, federal, state, provincial and local laws regulating,
among other things, the generation, storage, handling, use, transportation and distribution of petroleum and hazardous substances
by pipeline, truck, rail, ship and barge, the emission and discharge of materials into the environment, waste management, and
characteristics and composition of gasoline and diesel fuels, and other matters otherwise relating to the protection of the
environment. In addition, we have manufacturing and distribution operations in foreign countries that are subject to the
environmental laws and regulations of such foreign countries. Permits or other authorizations are required under these laws for
the operation of our facilities, pipelines and related operations, and these permits and authorizations are subject to revocation,
modification and renewal or may require operational changes, which may involve significant costs. Furthermore, a violation of
permit conditions or other legal or regulatory requirements could result in substantial fines, criminal sanctions, permit revocations,
injunctions, refinery shutdowns, and reputational harm. In addition, major modifications of our operations due to changes in the
law could require changes to our existing permits or expensive upgrades to our existing pollution control equipment, which could
have a material adverse effect on our business, financial condition, or results of operations. For example, in October 2015, the
EPA lowered the NAAQS for ozone from 75 to 70 parts per billion for both the 8-hour primary and secondary standards and, in
2018, published attainment/nonattainment designations. State implementation of the revised NAAQS could result in stricter
permitting requirements, delay or prohibit our ability to obtain such permits, and result in increased expenditures for pollution
control equipment, the costs of which could be significant. Also, in February 2016, a new EPA rule became effective that amends
three refinery standards already in effect, imposing additional or, in some cases, new emission control requirements on subject
refineries. The final rule requires, among other things, benzene monitoring at the refinery fence line and submittal of fence line
monitoring data to the EPA on a quarterly basis; upgraded storage tank controls requirements, including new applicability thresholds;
enhanced performance requirements for flares, continuous monitoring of flares and pressure release devices and analysis and
remedy of flare release events; and compliance with emissions standards for delayed coking units. In November 2018, the EPA
published amendments to the new rules to clarify and correct certain requirements. These new rules, as well as subsequent
rulemaking under the CAA or similar laws, or new agency interpretations of existing laws and regulations, may necessitate
additional expenditures in future years and result in increased costs on our operations. Compliance with applicable environmental
laws, regulations and permits will continue to have an impact on our operations, results of our operations and capital requirements.
As is the case with all companies engaged in industries similar to ours, we face potential exposure to future claims and lawsuits
involving environmental matters. The matters include, but are not limited to, soil, groundwater and waterway contamination, air
pollution, personal injury and property damage allegedly caused by substances which we processed, manufactured, handled, used,
released or disposed.
We are and have been the subject of various local, state, provincial, federal, foreign, international and private proceedings relating
to environmental regulations, conditions and inquiries. Current and future environmental regulations are expected to require
additional expenditures, including expenditures for investigation and remediation, which may be significant, at our facilities. To
the extent that future expenditures for these purposes are material and can be reasonably determined, these costs are disclosed and
accrued.
Our operations are also subject to various foreign and domestic laws and regulations relating to occupational health and safety.
We maintain safety, training and maintenance programs as part of our ongoing efforts to ensure compliance with applicable laws
and regulations but cannot guarantee that these efforts will always be successful. Compliance with applicable health and safety
laws and regulations has required and continues to require substantial expenditures. Failure to appropriately manage occupational
health and safety risks associated with our business could also adversely impact our employees, communities, stakeholders,
reputation and results of operations.
The costs of environmental and safety regulations are already significant and compliance with more stringent laws or regulations
or adverse changes in the interpretation of existing regulations by government agencies or courts could have an adverse effect on
the financial position and the results of our operations and could require substantial expenditures for the installation and operation
of systems and equipment that we do not currently possess.
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We are also subject to existing, and may in the future be subject to new or changing, domestic and foreign energy policy legislation.
For example, in the United States, the Energy Independence and Security Act mandates annually increasing levels for the use of
renewable fuels such as ethanol and increasing energy efficiency goals, among other steps. Dutch law also focuses on increasing
the use of renewal fuels, and in Canada, fuel content legislation exists at the federal and provincial level. These statutory mandates
may have the impact over time of offsetting projected increases in the demand for refined petroleum products in certain markets,
particularly gasoline. In the near term, the new renewable fuel standard presents ethanol production and logistics challenges for
both the ethanol and refining industries and may require additional capital expenditures or expenses by us to accommodate increased
ethanol use. Other legislative changes may similarly alter the expected demand and supply projections for refined petroleum
products in ways that cannot be predicted.
For additional information on regulations and related liabilities or potential liabilities affecting our business, see “Regulation”
under Items 1 and 2, “Business and Properties,” and Item 3, “Legal Proceedings.”
Our wholesale purchases and sales of crude oil and certain petroleum products expose us to potential regulatory risks.
The Federal Trade Commission (“FTC”) holds statutory authority to monitor certain segments of the wholesale markets for crude
oil, gasoline, and petroleum distillates, and it has imposed broad regulations prohibiting fraud and manipulation of such markets.
With regard to our wholesale purchases and sales of such commodities, we are required to observe the market related regulations
enforced by the FTC, which holds substantial enforcement authority. Our purchases and sales may also be subject to certain
reporting and other requirements. Additionally, to the extent that we enter into transportation contracts with common carrier
pipelines that are subject to FERC regulation, we are subject to FERC requirements related to the use of such capacity. Any failure
on our part to comply with the regulations and policies of the FTC or the FERC could result in the imposition of civil and criminal
penalties. Failure to comply with such regulations, as interpreted and enforced, could have a material adverse effect on our business,
results of operations, financial condition and our ability to make cash distributions.
Our operations are subject to catastrophic losses, operational hazards and unforeseen interruptions and other disruptive risks
for which we may not be adequately insured.
Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks such as
natural disasters, adverse weather, accidents, maritime disasters (including those involving marine vessels/terminals), fires,
explosions, hazardous materials releases, terror or cyberattacks, domestic vandalism, power failures, mechanical failures and other
events beyond our control. These events could result in an injury, loss of life, property damage or destruction, as well as a curtailment
or an interruption in our operations and may affect our ability to meet marketing commitments.
We may not be able to maintain or obtain insurance of the type and amount we desire at commercially reasonable rates and
exclusions from coverage may limit our ability to recover the amount of the full loss in all situations. As a result of market
conditions, premiums and deductibles for certain of our insurance policies could increase. In some instances, certain insurance
could become unavailable or available only for reduced amounts of coverage.
There can be no assurance that insurance will cover all or any damages and losses resulting from these types of hazards. We are
not fully insured against all risks incident to our business and therefore, we self-insure certain risks. If any of our facilities were
to experience an interruption in operations, our earnings could be materially adversely affected (to the extent not recoverable
through insurance) because of lost production and repair costs.
The energy industry is highly capital intensive, and the entire or partial loss of individual facilities can result in significant costs
to both industry companies, such as us, and their insurance carriers. In recent years, several large energy industry claims have
resulted in significant increases in the level of premium costs and deductible periods for participants in the energy industry. As a
result of large energy industry claims, insurance companies that have historically participated in underwriting energy-related
facilities may discontinue that practice or demand significantly higher premiums or deductible periods to cover these facilities. If
significant changes in the number or financial solvency of insurance underwriters for the energy industry occur, or if other adverse
conditions over which we have no control prevail in the insurance market, we may be unable to obtain and maintain adequate
insurance at reasonable cost. In addition, we cannot assure you that our insurers will renew our insurance coverage on acceptable
terms, if at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal. Further, our
underwriters could have credit issues that affect their ability to pay claims. If a significant accident or event occurs that is self-
insured or not fully insured, it could have a material adverse effect on our business, financial condition and results of operations.
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An impairment of our long-lived assets or goodwill could reduce our earnings or negatively impact our financial condition
and results of operations.
An impairment of our long-lived assets or goodwill could reduce our earnings or negatively impact our results of operations and
financial condition. We continually monitor our business, the business environment and the performance of our operations to
determine if an event has occurred that indicates that a long-lived asset or goodwill may be impaired. If a triggering event occurs,
which is a determination that involves judgment, we may be required to utilize cash flow projections to assess our ability to recover
the carrying value based on the ability to generate future cash flows. We may also conduct impairment testing based on both the
guideline public company and guideline transaction methods. Our long-lived assets and goodwill impairment analyses are sensitive
to changes in key assumptions used in our analysis, estimates of future crack spreads, forecasted production levels, operating costs
and capital expenditures. If the assumptions used in our analysis are not realized, it is possible a material impairment charge may
need to be recorded in the future. We cannot accurately predict the amount and timing of any additional impairments of long-lived
assets or goodwill in the future.
As market prices for refined products and market prices for crude oil continue to fluctuate, we will need to continue to evaluate
the carrying value of our refinery reporting units. During the year ended December 31, 2016, we recorded goodwill and long-
lived asset impairment charges on the carrying value of our Cheyenne Refinery. A reasonable expectation exists that future
deterioration in gross margins could result in an impairment of goodwill and the long-lived assets of the El Dorado reporting unit
at some point in the future. Any additional impairment charges that we may take in the future could be material to our results of
operations and financial condition.
A disruption to or proration of the refined product distribution systems or manufacturing facilities we utilize could negatively
impact our profitability.
We utilize various common carrier or other third party pipeline systems to deliver our products to market. The key systems utilized
by the Cheyenne, El Dorado, Navajo, Woods Cross, and Tulsa Refineries are Rocky Mountain, NuStar Energy and Magellan,
SFPP and Plains, Chevron and UNEV, and Magellan, respectively.
The five U.S. refineries also utilize systems owned by HEP. If these key pipelines or their associated tanks and terminals become
inoperative or decrease the capacity available to us, we may not be able to sell our product, or we may be required to hold our
product in inventory or supply products to our customers through an alternative pipeline or by rail or additional tanker trucks from
the refinery, all of which could increase our costs and result in a decline in profitability.
We have manufacturing facilities in foreign countries that support the Lubricants and Specialty Products segment. If one of our
facilities is damaged or disrupted, resulting in production being halted for an extended period, we may not be able to timely supply
our customers. We take steps to mitigate this risk, including business continuity and contingency planning and procuring property
(including business interruption) and casualty insurance (including business interruption insurance). Nevertheless, the loss of sales
in any one region over an extended period of time could have a material adverse effect on our business, financial condition and
results of operations.
A material decrease in the supply of crude oil or other raw materials available to our refineries and other facilities could
significantly reduce our production levels and negatively affect our operations.
To maintain or increase production levels at our refineries, we must continually contract for crude oil supplies from third parties.
A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices,
lack of drilling activity, natural production declines, catastrophic events or otherwise, could result in a decline in the volume of
crude oil available to our refineries. In addition, any prolonged disruption of a significant pipeline that is used in supplying crude
oil to our refineries or the potential operation of a new, converted or expanded crude oil pipeline that transports crude oil to other
markets could result in a decline in the volume of crude oil available to our refineries. Such an event could result in an overall
decline in volumes of refined products processed at our refineries and therefore a corresponding reduction in our cash flow. In
addition, the future growth of our operations will depend in part upon whether we can contract for additional supplies of crude
oil at a greater rate than the rate of natural decline in our currently connected supplies. If we are unable to secure additional crude
oil supplies of sufficient quality or crude pipeline expansion to our refineries, we will be unable to take full advantage of current
and future expansion of our refineries' production capacities.
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For certain raw materials and utilities used by our refineries and other facilities, there are a limited number of suppliers and, in
some cases, we source from a single supplier and/or suppliers in economies that have experienced instability or the supplies are
specific to the particular geographic region in which a facility is located. Any significant disruption in supply could affect our
ability to obtain raw materials, or increase the cost of such raw materials, which could significantly reduce our production levels
or have a material adverse effect on our business, financial condition and results of operations. In addition, certain raw materials
that we use are subject to various regulatory laws, and a change in the ability to legally use such raw materials may impact our
liquidity, financial position and results of operations.
It is also common in the refining industry for a facility to have a sole, dedicated source for its utilities, such as steam, electricity,
water and gas. Having a sole or limited number of suppliers may limit our negotiating power, particularly in the case of rising raw
material costs. Any new supply agreements we enter into may not have terms as favorable as those contained in our current supply
agreements.
Additionally, there is growing concern over the reliability of water sources. The decreased availability or less favorable pricing
for water as a result of population growth, drought or regulation could negatively impact our operations.
If our raw material, utility or water supplies were disrupted, our businesses may incur increased costs to procure alternative supplies
or incur excessive downtime, which would have a direct negative impact on our operations.
We may be subject to information technology system failures, communications network disruptions and data breaches.
We depend on the efficient and uninterrupted operation of hardware and software systems and infrastructure, including our
operating, communications and financial reporting systems. These systems are critical in meeting customer expectations, effectively
tracking, maintaining and operating our equipment, directing and compensating our employees, and interfacing with our financial
reporting system. We have implemented safeguards and other preventative measures to protect our systems and data, including
sophisticated network security and internal control measures; however, our information technology systems and communications
network, and those of our information technology and communication service providers, remain vulnerable to interruption by fire,
earthquake, power loss, telecommunications failure, terrorist attacks, Internet failures, computer malware, cyberattacks, data
breaches and other events unforeseen or generally beyond our control.
Our business is subject to complex and evolving U.S. and foreign laws, regulations and security standards regarding privacy,
cybersecurity and data protection (“data protection laws”). Many of these laws are subject to change and uncertain
interpretation, and could result in claims, increased cost of operations, or otherwise harm our business.
The constantly evolving regulatory and legislative environment surrounding data privacy and protection poses increasingly complex
compliance challenges, and complying with such data protection laws could increase the costs and complexity of compliance.
While we do not collect significant amounts of personal information from consumers, we do have personal information from our
employees, job applicants and some business partners, such as contractors and distributors. Any failure, whether real or perceived,
by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities
or others, subject us to significant fines, penalties, judgments, and negative publicity, require us to change our business practices,
increase the costs and complexity of compliance, and adversely affect our business.
For example, the General Data Protection Regulation (GDPR), which went into effect in the European Union on May 25, 2018,
applies to all of our activities conducted in the European Union and may also apply to related products and services that we may
offer from time to time to customers in the European Union. The GDPR requires companies to satisfy strict requirements regarding
the handling of personal and sensitive data, including its use, protection and the ability of persons whose data is stored to correct
or require deletion of data about themselves. Failure to comply with GDPR requirements could result in substantial penalties.
While we have invested time and resources in preparing for and complying with the GDPR, the GDPR and other similar privacy/
security laws and regulations (including potential new data privacy laws and regulations in the U.S. or other foreign countries in
which we operate), as well as any associated inquiries or investigations or any other government actions, may increase our operating
costs.
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We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital
markets. This may hinder or prevent us from meeting our future capital needs.
The domestic and global financial markets and economic conditions are disrupted and volatile from time to time due to a variety
of factors, including low consumer confidence, high unemployment, geoeconomic and geopolitical issues, weak economic
conditions and uncertainty in the financial services sector. In addition, the fixed-income markets have experienced periods of
extreme volatility, which negatively impacted market liquidity conditions. Recently, the equity and debt markets for many energy
industry companies have been adversely affected by low oil prices. As a result, the cost of raising money in the debt and equity
capital markets has increased substantially at times while the availability of funds from these markets diminished significantly. In
particular, as a result of concerns about the stability of financial markets generally and the solvency of lending counterparties
specifically, the cost of obtaining money from the credit markets may increase as many lenders and institutional investors increase
interest rates, enact tighter lending standards, refuse to refinance existing debt on similar terms or at all and reduce, or in some
cases cease to provide, funding to borrowers. In addition, lending counterparties under any existing revolving credit facility and
other debt instruments may be unwilling or unable to meet their funding obligations, or we may experience a decrease in our
capacity to issue debt or obtain commercial credit or a deterioration in our credit profile, including a rating agency lowering or
withdrawing of our credit ratings if, in its judgment, the circumstances warrant. Due to these factors, we cannot be certain that
new debt or equity financing will be available on acceptable terms. If funding is not available when needed, or is available only
on unfavorable terms, we may be unable to meet our obligations as they come due or we may be required to sell assets. Moreover,
without adequate funding, we may be unable to execute our growth strategy, complete future acquisitions or construction projects,
take advantage of other business opportunities or respond to competitive pressures, comply with regulatory requirements, or meet
our short-term or long-term working capital requirements, any of which could have a material adverse effect on our revenues and
results of operations. Failure to comply with regulatory requirements in a timely manner or meet our short-term or long-term
working capital requirements could subject us to regulatory action.
Our business is subject to the risks of international operations, including currency fluctuations
We derive a portion of our revenue and earnings from international operations. Our acquisitions of Petro-Canada Lubricants and
Sonneborn have expanded our operations and sales in foreign countries and correspondingly may increase our exposure to foreign
exchange risks. Any significant change in the value of the currencies of the countries in which we do business against the U.S.
dollar could affect our revenue, competitiveness and cost of doing business, which could have a material adverse effect on our
business, financial condition and results of operations.
In addition, compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, anti-
corruption laws, foreign exchange controls and cash repatriation restrictions, environmental laws, labor laws and anti-competition
regulations, increases the cost of doing business in foreign jurisdictions. Although we have implemented policies and procedures
to comply with these laws and regulations, a violation by any of our employees, contractors, distributors or agents could nevertheless
occur. In some cases, compliance with the laws and regulations of one country could violate the laws and regulations of another
country. Violations of these laws and regulations could materially adversely affect our company's brand, international growth
efforts and business.
In addition, global market risks, actions by foreign nations and other international conditions, particularly in a time of increasing
economic and global instability, may have a material adverse effect on our results and operations. The consequences of such
uncertainty cannot be anticipated or quantified.
We depend upon HEP for a substantial portion of the crude supply and distribution network that serve our refineries, and we
own a significant equity interest in HEP.
At December 31, 2019, we owned a 57% limited partner interest and a non-economic general partner interest in HEP. HEP operates
a system of crude oil and petroleum product pipelines, distribution terminals and refinery tankage in Idaho, Kansas, Nevada, New
Mexico, Oklahoma, Texas, Utah, Washington and Wyoming and refinery units in Kansas and Utah. HEP generates revenues by
charging tariffs for transporting petroleum products and crude oil through its pipelines, leasing certain pipeline capacity to third
parties, charging fees for terminalling refined products and other hydrocarbons and storing and providing other services at its
terminals. HEP serves the Cheyenne, El Dorado, Navajo, Woods Cross and Tulsa Refineries under several long-term pipeline and
terminal, tankage and throughput agreements expiring in 2021 through 2036, serves the El Dorado Refinery under long-term
tolling agreements expiring in 2030 and serves the Woods Cross Refinery under long-term tolling agreements expiring in 2031.
Furthermore, our financial statements include the consolidated results of HEP. HEP is subject to its own operating and regulatory
risks, including, but not limited to:
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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 HEP's debt covenants; and
other financial, operational and legal risks.
The occurrence of any of these risks could directly or indirectly affect HEP's as well as our financial condition, results of operations
and cash flows as HEP is a consolidated VIE. Additionally, these risks could affect HEP's ability to continue operations which
could affect their ability to serve our supply and distribution network needs.
While we own a 57% limited partner interest and a non-economic general partner interest in HEP, HEP is a publicly-traded master
limited partnership and is a legally distinct entity. Conflicts of interest may arise between us and HEP, which may subject us to
claims from HEP's public unitholders.
For additional information about HEP, see “Holly Energy Partners, L.P.” under Items 1 and 2, “Business and Properties.” For risks
related to HEP's business, see Item 1A of HEP's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
We are exposed to the credit risks, and certain other risks, of our key customers and vendors.
We are subject to risks of loss resulting from nonpayment or nonperformance by our customers. We derive a significant portion
of our revenues from contracts with key customers.
If any of our key customers default on their obligations to us, our financial results could be adversely affected. Furthermore, some
of our customers may be highly leveraged and subject to their own operating and regulatory risks. In addition, nonperformance
by vendors who have committed to provide us with products or services could result in higher costs or interfere with our ability
to successfully conduct our business.
Any substantial increase in the nonpayment and/or nonperformance by our customers or vendors could have a material adverse
effect on our results of operations and cash flows.
Terrorist attacks, and the threat of terrorist attacks or domestic vandalism, have resulted in increased costs to our business.
Continued global hostilities or other sustained military campaigns may adversely impact our results of operations.
The long-term impacts of terrorist attacks and the threat of future terrorist attacks on the energy transportation industry in general,
and on us in particular, are unknown. Increased security measures taken by us as a precaution against possible terrorist attacks or
domestic vandalism have resulted in increased costs to our business. Uncertainty surrounding continued global hostilities or other
sustained military campaigns, and the possibility that infrastructure facilities could be direct targets of, or indirect casualties of,
an act of terror, may affect our operations in unpredictable ways, including disruptions of crude oil supplies and markets for refined
products. In addition, disruption or significant increases in energy prices could result in government-imposed price controls. Any
one of, or a combination of, these occurrences could have a material adverse effect on our business, financial condition and results
of operations.
Changes in the insurance markets attributable to terrorist attacks and domestic vandalism could make certain types of insurance
more difficult for us to obtain. Moreover, the insurance that may be available to us may be significantly more expensive than our
existing insurance coverage. Instability in the financial markets as a result of terrorism, vandalism or war could also affect our
ability to raise capital including our ability to repay or refinance debt.
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Increases in required fuel economy and regulation of CO2 emissions from motor vehicles may reduce demand for transportation
fuels.
The EPA and the National Highway Traffic Safety Administration (“NHTSA”) are required to promulgate requirements regarding
the Corporate Average Fuel Economy (“CAFE”) of the nation's passenger fleet. On August 28, 2012, the EPA and NHTSA adopted
standards through model year 2025 in two phases. The first phase established final standards for 2017-2021 model year vehicles
that are projected to require 40.3 - 41.0 m.p.g. in model year 2021 on an average industry fleet-wide basis. The second phase of
the CAFE program represents non-final “augural” standards for 2022-2025 model year vehicles that are projected to require 48.7
- 49.7 m.p.g. in model year 2025 on an average industry fleet-wide basis. However, following the change in presidential
administrations, there have been attempts to modify these standards. In August 2018, the EPA and NHTSA proposed the Safer
Affordable Fuel Economy Rule which amended the existing CAFE standards and proposed new standards covering model years
through 2026. While the EPA issued a rule in September 2019 that seeks to preempt the ability of states to set stricter standards
than those set by the federal government, no final rule has yet been issued regarding amendments to the current CAFE standards.
All of these rulemakings will likely be subject to challenge by a variety of parties seeking stricter GHG and CAFE standards. Any
increases in fuel economy standards, along with mandated increases in use of renewable fuels discussed above, could result in
decreasing demand for petroleum fuels. Decreasing demand for petroleum fuels could have a material effect on our financial
condition and results of operation.
We may be unable to pay future dividends.
We will only be able to pay dividends from our available cash on hand, cash from operations or borrowings under our credit
agreement. The declaration of future dividends on our common stock will be at the discretion of our board of directors and will
depend upon many factors, including our results of operations, financial condition, earnings, capital requirements, and restrictions
in our debt agreements and legal requirements. We cannot assure you that any dividends will be paid or the frequency or amounts
of such payments.
Potential product, service or other related liability claims and litigation could adversely affect our business, reputation and
results of operations.
A significant portion of our operating responsibility on refined product pipelines is to insure the quality and purity of the products
loaded at our loading racks. If our quality control measures were to fail, we may have contaminated or off-specification commingled
pipelines and storage tanks or off-specification product could be sent to public gasoline stations. The development, manufacture
and sale of specialty lubricant products also involves an inherent risk of exposure to potential product liability claims. These types
of incidents could result in product liability claims from our customers. Our Lubricants and Specialty Products segment could
also be subject to false advertising claims, product recalls, workplace exposure, product seizures and related adverse publicity.
Any of these incidents is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against
manufacturers and resellers based upon claims for injuries caused by the use of or exposure to various products. There can be no
assurance that product liability claims against us would not have a material adverse effect on our business, reputation or results
of operations or our ability to maintain existing customers or retain new customers. Although we maintain product and other
general liability insurance, there can be no assurance that the types or levels of coverage maintained are adequate to cover these
potential risks, or that we will be able to continue to maintain existing insurance or obtain comparable insurance at a reasonable
cost, if at all.
We sell many of our lubricants and specialty products through distributors, which presents risks that could adversely affect
our operating results.
A large portion of our lubricants and specialty product sales, both in domestic and international markets, occur through distributors.
As a result, we are dependent on these distributors to promote and create demand for our products. We cannot assure you that we
will be successful in maintaining and strengthening our relationships with our distributors or establishing relationships with new
distributors who have the ability to market, sell and support our products effectively. We may rely on one or more key distributors
for a product or a region, and the loss of these distributors could reduce our revenue. The sales, business practices and reputation
of our distributors may affect our business and our reputation. The consolidation of distributors, loss of a relationship with a
distributor, significant disagreement with a distributor, or significant deterioration in the financial condition of a distributor could
also have an adverse effect on our operating results and may also result in increased competition in the applicable jurisdiction.
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We may be unable to adequately protect our intellectual property, which may increase our cost of doing business or otherwise
hurt our ability to compete in the market.
We use intellectual property in the ordinary course of our business, including trademarks, trade secrets, copyrighted work and
innovations, some of which is material to our business. We take measures to identify and protect our intellectual property through
practices appropriate for securing and protecting exclusive rights in and to our intellectual property, including applying for
registrations in the United States and in various foreign countries. Despite our efforts to protect such intellectual property, it is
possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our trademarks (or other marks
likely to cause confusion among our consumers), technologies, products and processes. In addition, the laws and/or judicial systems
and enforcement mechanisms of foreign countries in which we create, market and sell our products may afford little or no effective
protection of our intellectual property. We may also be subject to infringement complaints from others challenging our use of a
technology. We cannot guarantee that our efforts to enforce our intellectual property rights against unauthorized use and
appropriation, or our efforts to defend against third party claims of infringement would be successful. These potential risks to our
intellectual property could subject us to increased competition and negatively impact our liquidity, financial position and results
of operations.
Our hedging transactions may limit our gains and expose us to other risks.
We periodically enter into derivative transactions as it relates to inventory levels and/or future production to manage the risks from
changes in the prices of crude oil, refined products and other feedstocks. These transactions limit our potential gains if commodity
prices move above or below the certain price levels established by our hedging instruments. We hedge price risk on inventories
above our target levels to minimize the impact these price fluctuations have on our earnings and cash flows. Consequently, our
hedging results may fluctuate significantly from one reporting period to the next depending on commodity price fluctuations and
our relative physical inventory positions. These transactions may also expose us to risks of financial losses; for example, if our
production is less than we anticipated at the time we entered into a hedge agreement or if a counterparty to our hedge agreements
fails to perform its obligations under the agreements.
Changes in our credit profile, or a significant increase in the price of crude oil, may affect our relationship with our suppliers,
which could have a material adverse effect on our liquidity and limit our ability to purchase sufficient quantities of crude oil
to operate our refineries at desired capacity.
An unfavorable credit profile, or a significant increase in the price of crude oil, could affect the way crude oil suppliers view our
ability to make payments and induce them to shorten the payment terms of their invoices with us or require credit enhancement.
Due to the large dollar amounts and volume of our crude oil and other feedstock purchases, any imposition by our suppliers of
more burdensome payment terms or credit enhancement requirements on us may have a material adverse effect on our liquidity
and our ability to make payments to our suppliers. This in turn could cause us to be unable to operate our refineries at desired
capacity. A failure to operate our refineries at desired capacity could adversely affect our profitability and cash flow.
Our credit facility contains certain covenants and restrictions that may constrain our business and financing activities.
The operating and financial restrictions and covenants in our credit facility and any future financing agreements could adversely
affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example,
our revolving credit facility imposes usual and customary requirements for this type of credit facility, including: (i) limitations on
liens and indebtedness; (ii) a prohibition on changes in control and (iii) restrictions on engaging in mergers and consolidations. If
we fail to satisfy the covenants set forth in the credit facility or another event of default occurs under the credit facility, the maturity
of the loan could be accelerated or we could be prohibited from borrowing for our future working capital needs and issuing letters
of credit. We might not have, or be able to obtain, sufficient funds to make these immediate payments. If we desire to undertake
a transaction that is prohibited by the covenants in our credit facility, we will need to obtain consent under our credit facility. Such
refinancing may not be possible or may not be available on commercially acceptable terms.
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Our business may suffer due to a departure of any of our key senior executives or other key employees. Furthermore, a shortage
of skilled labor may make it difficult for us to maintain labor productivity.
Our future performance depends to a significant degree upon the continued contributions of our senior management team and key
technical personnel. We do not currently maintain key person life insurance, non-compete agreements, or employment agreements
with respect to any member of our senior management team. The loss or unavailability to us of any member of our senior management
team or a key technical employee could significantly harm us. We face competition for these professionals from our competitors,
our customers and other companies operating in our industry. To the extent that the services of members of our senior management
team and key technical personnel would be unavailable to us for any reason, we may be required to hire other personnel to manage
and operate our company. We may not be able to locate or employ such qualified personnel on acceptable terms, or at all.
Furthermore, our operations require skilled and experienced laborers with proficiency in multiple tasks. A shortage of trained
workers due to retirements or otherwise could have an adverse impact on our labor productivity and costs and our ability to expand
production in the event there is an increase in the demand for our products and services, which could adversely affect our operations.
A portion of our workforce is unionized, and any disruptions in our labor force or adverse employee relations could adversely
affect our business.
We depend on unionized labor for the operation of many of our facilities. As of December 31, 2019, approximately 35% of our
employees were represented by labor unions under collective bargaining agreements with various expiration dates. In addition,
employees who are not currently represented by labor unions may seek union representation in the future. We may not be able to
renegotiate our collective bargaining agreements when they expire on satisfactory terms or at all. If we are unable to renegotiate
our collective bargaining agreements when they expire, any work stoppages or other labor disturbances at these facilities could
have an adverse effect on our business, impact our ability to make distributions to our unitholders and payments of our debt
obligations, and increase our costs. In addition, our existing labor agreements may not prevent a strike or work stoppage or other
adverse employee relations event at any of our facilities in the future, and any work stoppage could negatively affect our results
of operations and financial condition.
The market price of our common stock may fluctuate significantly, and the value of a stockholder’s investment could be
impacted.
The market price of our common stock may be influenced by many factors, some of which are beyond our control, including:
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our quarterly or annual earnings or those of other companies in our industry;
changes in accounting standards, policies, guidance, interpretations or principles;
general economic, industry global and stock market conditions;
the failure of securities analysts to cover our common stock or changes in financial estimates by analysts;
future sales of our common stock;
announcements by us or our competitors of significant contracts or acquisitions;
sales of common stock by us, our senior officers or our affiliates; and/or
the other factors described in these Risk Factors.
In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant
impact on the market price of securities issued by many companies, including companies in our industry. The price of our common
stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially
reduce our stock price.
Item 1B. Unresolved Staff Comments
We do not have any unresolved staff comments.
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Item 3. Legal Proceedings
Commitment and Contingency Reserves
We periodically establish reserves for certain legal proceedings. The establishment of a reserve involves an estimation process
that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to
be adequate, future changes in the facts and circumstances could result in the actual liability exceeding the estimated ranges of
loss and amounts accrued.
While the outcome and impact on us cannot be predicted with certainty, based on advice of counsel, management believes that
the resolution of these proceedings through settlement or adverse judgment will not either individually or in the aggregate have
a materially adverse effect on our financial condition, results of operations or cash flows.
Environmental Matters
We are reporting the following proceedings to comply with SEC regulations which require us to disclose proceedings arising under
provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that
such proceedings may result in monetary sanctions of $100,000 or more. Our respective subsidiaries have or will develop corrective
action plans regarding these disclosures that will be implemented in consultation with the respective federal and state agencies.
It is not possible to predict the ultimate outcome of these proceedings, although none are currently expected to have a material
effect on our financial condition, results of operations or cash flows.
Cheyenne
HollyFrontier Cheyenne Refining LLC (“HFCR”) has been in discussions with the Wyoming Department of Environmental Quality
(“WDEQ”) and the EPA relating to alleged violations of air quality emission limitations and requirements related to operation of
certain refinery units at the Cheyenne Refinery. Notices of Violations were issued by the WDEQ in late 2016 and 2018. On July
18, 2019, HFCR and WDEQ entered into a consent decree, and on August 9, 2019, HFCR paid penalties in the amount of $117,000
related to alleged violations of air quality limits that occurred during the second quarter of 2016 through the second quarter of
2017. Separately, on October 23, 2019, HFCR received a Notice of Violation from the WDEQ for possible violations of air quality
standards during the first and second quarters of 2019. No penalty demand has yet been made by the WDEQ relating to such
possible violations. HFCR and WDEQ are in discussions to resolve WDEQ's alleged violations of air quality limits that occurred
during the third quarter of 2017 through calendar year 2019.
On August 19, 2019 and October 30, 2019, HFCR received letters from the EPA providing a preliminary estimate of stipulated
penalties related to the alleged violations that occurred during the third quarter of 2017 through the second quarter of 2019 pursuant
to HFCR’s federal consent decree. HFCR responded to the EPA preliminary estimate of stipulated penalties related to the alleged
violations that occurred during the third quarter of 2017 through calendar year 2018 in a letter dated September 18, 2019, followed
by meetings with the EPA and the WDEQ on November 14, 2019 and December 4, 2019, to discuss an appropriate resolution of
all alleged violations. HFCR settled the allegations in the EPA's August 19, 2019 and October 30, 2019 letters, and pursuant to a
demand letter dated January 9, 2020, HFCR was assessed stipulated penalties totaling $700,000 pursuant to HFCR's federal consent
decree.
El Dorado
HollyFrontier El Dorado Refining LLC (“HFEDR”) is engaged in discussions with, and has responded to document requests from,
the EPA and the U.S. Department of Justice (“DOJ”) regarding potential Clean Air Act civil violations relating to flaring devices
and other equipment at the refinery. Topics of the discussions include (a) three information requests for activities beginning in
January 2009, (b) Risk Management Program compliance issues relating to a November 2014 inspection and subsequent events,
(c) a Notice of Violation issued by the EPA in August 2017 and (d) possible late reporting under the Emergency Planning and
Community Right-to-Know Act for the release of sulfur dioxide and visible emissions from October 2018. Some of the foregoing
civil investigations resulted from fires that occurred at the El Dorado Refinery in September 2017, October 2018 and March 2019.
An employee fatality occurred during the September 2017 event. HFEDR is currently in a dialogue with the EPA about a possible
settlement of alleged civil violations for the foregoing items.
The Occupational Safety and Health Administration (“OSHA”) completed an investigation of the March 2019 event and issued
one citation to HFEDR on August 29, 2019. The citation was settled without payment of a penalty. HFEDR previously settled the
OSHA claims related to an investigation of the September 2017 event. In April 2019, HFEDR became aware that the EPA also
initiated a criminal investigation into one or more of the foregoing events. HFEDR has received a grand jury subpoena requesting
certain documents be provided to the EPA with respect to the September 2017 event. We are cooperating with this investigation.
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Tulsa
HollyFrontier Tulsa Refining LLC (“HFTR”) operates under two Consent Decrees with the EPA and the Oklahoma Department
of Environmental Quality (“ODEQ”) for the East and West Refineries. On December 13, 2017, during a meeting between the
parties, ODEQ proposed stipulated penalties related to violations of the two Consent Decrees. The violations concern Clean Air
Act regulated fuel gas and flare operations. On July 1, 2019, ODEQ issued a demand letter for stipulated penalties under the East
Refinery Consent Decree as proposed in the 2017 meeting. In August 2019, HFTR paid the penalties set forth in the demand letter
to ODEQ and the EPA satisfying the requirements of the East Refinery Consent Decree. On September 16, 2019, ODEQ issued
a demand letter for stipulated penalties under the West Refinery Consent Decree. HFTR is working with ODEQ to resolve this
matter. Additionally, on April 3, 2019, during a meeting between the parties, the EPA notified HFTR of potential monitoring
violations of the Consent Decrees. HFTR is working with the ODEQ and the EPA to document a settlement agreement for the
additional actions.
Woods Cross
HollyFrontier Woods Cross Refining LLC (“HFWCR”) received an early settlement agreement from the Utah Department of
Environmental Quality’s Division of Air Quality (“DAQ”) for alleged violations associated with operation of HFWCR’s diesel-
fired emergency engines. HFWCR agreed to the terms of the agreement. The agreement was approved by the Utah Air Quality
Board. In accordance with the settlement agreement, HFWCR paid $105,583 on December 17, 2019 to settle this matter.
Federal Trade Commission
On July 23, 2019, the Federal Trade Commission (“FTC”) issued a Civil Investigative Demand and a related Subpoena Duces
Tecum requesting we provide specified information relating to the Sonneborn acquisition that closed on February 1, 2019. We are
in the process of responding to the FTC request. Based on the limited information that we have at this time, we are unable to
predict the outcome of this request. On December 14, 2018, we received early termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act from the FTC and Department of Justice with respect to the Sonneborn
acquisition. On January 17, 2019, we received early termination of the applicable waiting period under the German antitrust laws
with respect to the Sonneborn acquisition. Early termination is granted to transactions that the antitrust agencies determine raise
no substantive competition concerns.
Renewable Fuel Standard
Various subsidiaries of HollyFrontier moved to intervene in four lawsuits brought by renewable fuel interest groups against the
EPA in federal courts alleging violations of the Renewable Fuel Standard under the Clean Air Act and challenging the EPA’s
handling of small refinery exemptions. We intervened to vigorously defend the EPA’s position on small refinery exemptions
because we believe the EPA correctly applied applicable law to the matters at issue. The U.S. Court of Appeals for the DC Circuit
dismissed one of these four lawsuits on November 12, 2019 for lack of jurisdiction. On January 24, 2020, the U.S. Court of Appeals
for the 10th Circuit vacated the small refinery exemptions granted to two of our refineries for 2016 and remanded the case to the
EPA for further proceedings. It is not clear at this time what steps the EPA will take with respect to our 2016 small refinery
exemptions, or how the case will impact future small refinery exemptions.
Other
We are a party to various other litigation and proceedings that we believe, based on advice of counsel, will not either individually
or in the aggregate have a materially adverse impact on our financial condition, results of operations or cash flows.
Item 4. Mine Safety Disclosures
Not Applicable.
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PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock is traded on the New York Stock Exchange under the trading symbol “HFC.”
In September 2018, our Board of Directors approved a $1.0 billion share repurchase program authorizing us to repurchase common
stock in the open market or through privately negotiated transactions. The following table includes repurchases made under this
program during the fourth quarter of 2019.
Period
October 2019
November 2019
December 2019
Total for October to December 2019
Total Number of
Shares Purchased
564,778
25,000
71,970
661,748
Average Price
Paid Per Share
54.58
$
55.09
$
52.72
$
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
Maximum Dollar
Value of Shares
that May Yet Be
Purchased under the
Plans or Programs
564,778
25,000
$
$
— $
589,778
282,392,758
281,015,550
1,000,000,000
During the quarter ended December 31, 2019, 71,970 shares were withheld from certain executives and employees under the terms
of our share-based compensation agreements to provide funds for the payment of payroll and income taxes due at vesting of
restricted stock awards.
In November 2019, our Board of Directors approved a $1.0 billion share repurchase program, which replaced all existing share
repurchase programs, including $281.0 million remaining under the previously existing $1.0 billion share repurchase program.
The timing and amount of stock repurchases will depend on market conditions and corporate, regulatory and other relevant
considerations. This program may be discontinued at any time by the Board of Directors.
As of February 13, 2020, we had approximately 87,770 stockholders, including beneficial owners holding shares in street name.
We intend to consider the declaration of a dividend on a quarterly basis, although there is no assurance as to future dividends since
they are dependent upon future earnings, capital requirements, our financial condition and other factors.
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Item 6. Selected Financial Data
The following table shows our selected financial information as of the dates or for the periods indicated. This table should be read
in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our
consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.
2019
Years Ended December 31,
2017
2016
2018
2015
FINANCIAL DATA
For the period
Sales and other revenues
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Less net income attributable to noncontrolling interest
Net income (loss) attributable to HollyFrontier
stockholders
Earnings (loss) per share attributable to HollyFrontier
stockholders - basic
Earnings (loss) per share attributable to HollyFrontier
stockholders - diluted
Cash dividends declared per common share
Average number of common shares outstanding:
(In thousands, except per share data)
$ 17,486,578
1,171,504
299,152
872,352
99,964
$ 17,714,666
1,524,467
347,243
1,177,224
79,264
$ 14,251,299
868,863
(12,379)
881,242
75,847
$ 10,535,700
(171,534)
19,411
(190,945)
69,508
$ 13,237,920
1,208,568
406,060
802,508
62,407
$
$
$
$
772,388
$ 1,097,960
$
805,395
$
(260,453) $
740,101
4.64
4.61
1.34
$
$
$
6.25
6.19
1.32
$
$
$
4.54
4.52
1.32
$
$
$
(1.48) $
(1.48) $
$
1.32
3.91
3.90
1.31
Basic
Diluted
166,287
167,385
175,009
176,661
176,174
177,196
176,101
176,101
188,731
188,940
Net cash provided by operating activities
Net cash used for investing activities
Net cash provided by (used for) financing activities
At end of period
Cash, cash equivalents and investments in marketable
securities
Working capital
Total assets
Total debt
Total equity
$ 1,548,611
$
$
(972,914) $
(848,255) $
$ 1,554,416
$
(360,520) $
(664,328) $
951,390
$
(959,670) $
(72,630) $
606,948
$
(801,597) $
838,695
985,868
(381,748)
$ (1,105,572)
$
885,162
$ 1,620,261
$ 12,164,841
$ 2,455,640
$ 6,509,426
$ 1,154,752
$ 2,128,224
$ 10,994,601
$ 2,411,540
$ 6,459,059
$
630,757
$ 1,640,118
$ 10,692,154
$ 2,498,993
$ 5,896,940
$ 1,134,727
$ 1,767,780
$ 9,435,661
$ 2,235,137
$ 5,301,985
210,552
$
$
587,450
$ 8,388,299
$ 1,040,040
$ 5,809,773
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Item 7 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of this Annual Report
on Form 10-K. In this document, the words “we,” “our,” “ours” and “us” refer only to HollyFrontier and its consolidated subsidiaries
or to HollyFrontier or an individual subsidiary and not to any other person with certain exceptions. Generally, the words “we,”
“our,” “ours” and “us” include HEP and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in
disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. This document contains certain
disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations
of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.
OVERVIEW
We are an independent petroleum refiner and marketer that produces high-value light products such as gasoline, diesel fuel, jet
fuel and other specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming and Utah
and market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific
Northwest and in other neighboring Plains states. In addition, we produce base oils and other specialized lubricants in the United
States, Canada and the Netherlands, and export products to more than 80 countries. We also own a 57% limited partner interest
and a non-economic general partner interest in HEP, a master limited partnership that provides petroleum product and crude oil
transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation
subsidiaries.
On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the issued and outstanding capital stock
of Sonneborn. The acquisition closed on February 1, 2019. Cash consideration paid was $662.7 million. Sonneborn is a producer
of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States
and Europe.
On July 10, 2018, we entered into a definitive agreement to acquire Red Giant Oil, a privately-owned lubricants company. The
acquisition closed on August 1, 2018. Cash consideration paid was $54.2 million. Red Giant Oil is one of the largest suppliers of
locomotive engine oil in North America and is headquartered in Council Bluffs, Iowa with storage and distribution facilities in
Iowa, Kansas, Utah and Wyoming, along with a blending and packaging facility in Texas.
HFC acquired 100% of the outstanding capital stock of PCLI on February 1, 2017. Cash consideration paid was $862.1 million,
or $1.125 billion Canadian dollars. PCLI is a Canadian-based producer of base oils with a plant having 15,600 BPD of lubricant
production capacity that is located in Mississauga, Ontario. The facility is downstream integrated from base oils to finished
lubricants and produces a broad spectrum of specialty lubricants and white oils that are distributed to end customers worldwide
through a global sales network with locations in Canada, the United States, Europe and China.
For the year ended December 31, 2019, net income attributable to HollyFrontier stockholders was $772.4 million compared to
net income of $1,098.0 million and $805.4 million for the years ended December 31, 2018, and 2017, respectively. Overall gross
refining margins per produced barrel sold for 2019 decreased 10% over the year ended December 31, 2018 due to lower crack
spreads and crude oil basis differentials.
Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the RFS regulations, which increased the
volume of renewable fuels mandated to be blended into the nation's fuel supply. The regulations, in part, require refiners to add
annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such
blending. Compliance with RFS regulations significantly increases our cost of products sold, with RINs costs totaling $110.6
million for the year ended December 31, 2019, which is net of the $36.6 million cost reduction resulting from small refinery RINs
waivers granted by the EPA in 2019 as described in Note 9 “Inventories” in the Notes to Consolidated Financial Statements.
OUTLOOK
In 2020, we expect continued global economic growth to fuel increased demand for transportation fuels, lubricants, specialty
products and base oils. Within our Refining segment, we anticipate healthy utilization rates across our refining system in 2020
due to light planned maintenance. For the first quarter 2020, we expect to run between 425,000-435,000 barrels per day of crude
oil.
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In our Lubricants and Specialty Products segment, we expect the Rack Forward business to generate $250-$275 million of EBITDA
based on an expected steady demand for finished lubricants. Within the Rack Back portion, we expect the base oil market will
continue to improve from cyclical lows in 2019 as existing capacity absorbs growing demand for premium base oils.
At HEP, we expect contractual tariff escalators and earnings from our Cushing Connect joint venture to offset cost inflation. HEP
intends to maintain its quarterly distribution at $0.6725, while expecting to achieve a distribution coverage ratio of 1.0x for the
full year 2020.
A more detailed discussion of our financial and operating results for the years ended December 31, 2019 and 2018 is presented
in the following sections. Discussions of year-over-year comparisons for 2018 and 2017 can be found in “Management's Discussion
and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year
ended December 31, 2018.
RESULTS OF OPERATIONS
Financial Data
Sales and other revenues
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory
valuation adjustment)
Lower of cost or market inventory valuation adjustment
Operating expenses (exclusive of depreciation and amortization)
Selling, general and administrative expenses (exclusive of depreciation and
amortization)
Depreciation and amortization
Goodwill and asset impairment
Total operating costs and expenses
Income from operations
Other income (expense):
Earnings of equity method investments
Interest income
Interest expense
Loss on early extinguishment of debt
Gain on foreign currency transactions
Gain on foreign currency swap contracts
Remeasurement gain on HEP pipeline interest acquisitions
Other, net
Income before income taxes
Income tax expense (benefit)
Net income
Less net income attributable to noncontrolling interest
Net income attributable to HollyFrontier stockholders
Earnings per share attributable to HollyFrontier stockholders:
Basic
Diluted
Cash dividends declared per common share
Average number of common shares outstanding:
Basic
Diluted
$
$
$
$
41
2019
Years Ended December 31,
2018
(In thousands, except per share data)
2017
$
17,486,578
$
17,714,666
$
14,251,299
13,918,384
(119,775)
13,798,609
1,394,052
354,236
509,925
152,712
16,209,534
1,277,044
5,180
22,139
(143,321)
—
5,449
—
—
5,013
(105,540)
1,171,504
299,152
872,352
99,964
772,388
4.64
4.61
1.34
166,287
167,385
$
$
$
$
13,940,782
136,305
14,077,087
1,285,838
290,424
437,324
—
16,090,673
1,623,993
5,825
16,892
(131,363)
—
6,197
—
—
2,923
(99,526)
1,524,467
347,243
1,177,224
79,264
1,097,960
6.25
6.19
1.32
175,009
176,661
$
$
$
$
11,467,873
(108,685)
11,359,188
1,296,669
265,721
409,937
19,247
13,350,762
900,537
12,510
3,736
(117,597)
(12,225)
16,921
24,545
36,254
4,182
(31,674)
868,863
(12,379)
881,242
75,847
805,395
4.54
4.52
1.32
176,174
177,196
Table of Content
Other Financial Data
Net cash provided by operating activities
Net cash used for investing activities
Net cash used for financing activities
Capital expenditures
EBITDA (1)
2019
Years Ended December 31,
2018
(In thousands)
2017
$
$
$
$
$
1,548,611
$
(972,914) $
(848,255) $
$
293,763
$
1,702,647
1,554,416
$
(360,520) $
(664,328) $
$
311,029
$
1,996,998
951,390
(959,670)
(72,630)
272,259
1,316,814
(1) Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as net income
attributable to HollyFrontier stockholders 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.
Supplemental Segment Operating Data
Our operations are organized into three reportable segments, Refining, Lubricants and Specialty Products and HEP. See Note 20
“Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments.
Refining Segment Operating Data
Our refinery operations include the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries. The following tables set
forth information, including non-GAAP performance measures, about our consolidated refinery operations. The cost of products
and refinery gross and net operating margins do not include the non-cash effects of lower of cost or market inventory valuation
adjustments and depreciation and amortization. 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.
Consolidated
Crude charge (BPD) (1)
Refinery throughput (BPD) (2)
Sales of produced refined products (BPD) (3)
Refinery utilization (4)
Average per produced barrel (5)
Refinery gross margin
Refinery operating expenses (6)
Net operating margin
Refinery operating expenses per throughput barrel (7)
Years Ended December 31,
2018
2017
2019
427,600
458,600
449,190
431,570
463,340
452,630
438,800
472,010
452,270
93.6%
94.4%
96.0%
$
$
$
15.96
6.68
9.28
6.54
$
$
$
17.71
6.39
11.32
6.24
$
$
$
11.56
6.11
5.45
5.86
(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) Represents barrels sold of refined products produced at our refineries (including HFC Asphalt) and does not include
volumes of refined products purchased for resale or volumes of excess crude oil sold.
(4) Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 457,000 BPSD.
(5) Represents average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported
under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting
Principles” following Item 7A of Part II of this Form 10-K.
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(6) Represents total refining segment operating expenses, exclusive of depreciation and amortization, divided by sales
volumes of refined products produced at our refineries.
(7) Represents total refining segment operating expenses, exclusive of depreciation and amortization, divided by refinery
throughput.
Lubricants and Specialty Products Segment Operating Data
The following table sets forth information about our lubricants and specialty products operations and includes our Petro-Canada
Lubricants business for the period February 1, 2017 (date of acquisition) through December 31, 2019. Red Giant Oil is included
for the period August 1, 2018 (date of acquisition) through December 31, 2019. Sonneborn is included for the period February 1,
2019 (date of acquisition) through December 31, 2019.
Lubricants and Specialty Products
Throughput (BPD)
Sales of produced barrels sold (BPD)
Years Ended December 31,
2018
2017
2019
20,251
34,827
19,590
30,510
21,710
32,910
Supplemental financial data attributable to our Lubricants and Specialty Products segment is presented below:
Year Ended December 31, 2019
Sales and other revenues
Cost of products sold
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Goodwill impairment (4)
Income (loss) from operations
Year Ended December 31, 2018
Sales and other revenues
Cost of products sold
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Income (loss) from operations
Year Ended December 31, 2017
Sales and other revenues
Cost of products sold (exclusive of lower of cost or
market inventory valuation adjustment)
Lower of cost or market inventory valuation adjustment
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Income (loss) from operations
Rack Back (1)
Rack Forward (2)
Eliminations (3)
(In thousands)
Total Lubricants
and Specialty
Products
$
$
$
$
$
$
$
661,523
620,660
116,984
31,854
37,001
152,712
(297,688) $
$
682,892
633,459
111,155
32,086
26,955
(120,763) $
1,883,920
1,412,291
114,539
136,741
51,780
—
168,569
1,650,056
1,268,326
56,665
111,664
16,300
197,101
$
$
$
$
(452,915) $
(452,915)
—
—
—
—
— $
(520,245) $
(520,245)
—
—
—
— $
2,092,528
1,580,036
231,523
168,595
88,781
152,712
(129,119)
1,812,703
1,381,540
167,820
143,750
43,255
76,338
621,153
$
1,415,842
$
(442,959) $
1,594,036
504,782
—
95,303
27,764
23,471
(30,167) $
1,032,161
(1,206)
127,158
77,902
8,423
171,404
$
(442,959)
—
—
—
—
— $
1,093,984
(1,206)
222,461
105,666
31,894
141,237
(1) Rack back consists of our PCLI base oil production activities, by-product sales to third parties and intra-segment base
oil sales to rack forward. Rack back results reflect the increase in feedstock prices from 2017 to 2019 combined with
softening market conditions from the increased supply of base oils.
(2) Rack forward activities include the purchase of base oils from rack back and the blending, packaging, marketing and
distribution and sales of finished lubricants and specialty products to third parties.
(3) Intra-segment sales of rack back produced base oils to rack forward are eliminated under the “Eliminations” column.
(4) During the three months ended June 30, 2019, a goodwill impairment charge of $152.7 million was recorded in the PCLI
reporting unit within the Lubricants and Specialty Products segment. We have separately allocated this charge for purposes
of management’s discussion and analysis presentation of Rack Back and Rack Forward results entirely to Rack Back.
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Results of Operations - Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Summary
Net income attributable to HollyFrontier stockholders for the year ended December 31, 2019 was $772.4 million ($4.64 per basic
and $4.61 per diluted share), a $325.6 million decrease compared to net income attributable to HollyFrontier stockholders of
$1,098.0 million ($6.25 per basic and $6.19 per diluted share) for the year ended December 31, 2018. Net income decreased due
principally to a goodwill impairment charge of $152.7 million and lower gross refining margins. For the year ended December 31,
2019, lower of cost or market inventory reserve adjustments increased pre-tax earnings by $119.8 million compared to a decrease
of $136.3 million for the year ended December 31, 2018. Refinery gross margins for the year ended December 31, 2019 decreased
to $15.96 per produced barrel from $17.71 for the year ended December 31, 2018. During 2019, our Cheyenne Refinery and
Woods Cross Refinery were each granted a one-year small refinery exemption from the EPA for the 2018 calendar year, at which
time we recorded a total $36.6 million reduction to our cost of products sold. During 2018, our Cheyenne Refinery was granted
a one-year small refinery exemption from the EPA for the 2015 and 2017 calendar years and our Woods Cross Refinery was granted
a one-year small refinery exemption for 2017. As a result of these exemptions, we recorded reductions totaling $97.0 million to
our cost of products sold in 2018.
Sales and Other Revenues
Sales and other revenues decreased 1% from $17,714.7 million for the year ended December 31, 2018 to $17,486.6 million for
the year ended December 31, 2019 due to a year-over-year decrease in sales prices and lower refined product volumes. Sales and
other revenues for the years ended December 31, 2019 and 2018 include $121.0 million and $108.4 million, respectively, in HEP
revenues attributable to pipeline and transportation services provided to unaffiliated parties. Additionally, sales and other revenues
included $2,081.2 million and $1,799.5 million in unaffiliated revenues related to our Lubricants and Specialty Products segment
for the years ended December 31, 2019 and 2018, respectively. Sonneborn contributed $340.3 million in sales and other revenues
for the year ended December 31, 2019.
Cost of Products Sold
Total cost of products sold decreased 2% from $14,077.1 million for the year ended December 31, 2018 to $13,798.6 million for
the year ended December 31, 2019, due principally to lower crude oil costs and lower refined product volumes. Additionally, for
the year ended December 31, 2019, we recognized a $119.8 million lower of cost or market inventory valuation benefit compared
to a charge of $136.3 million for the same period of 2018, resulting in a new $240.4 million inventory reserve at December 31,
2019. The reserve at December 31, 2019 is based on market conditions and prices at that time. Cost of products sold included
$217.7 million in costs attributable to our Sonneborn operations for the year ended December 31, 2019. During the years ended
December 31, 2019 and 2018, we recorded $36.6 million and $97.0 million, respectively, RINs cost reduction as a result of our
Cheyenne Refinery and Woods Cross Refinery small refinery exemptions. Also, during the year ended December 31, 2019, we
recorded an $18.0 million reduction to cost of products sold as a result of U.S. blender's tax credit legislation that was signed in
December 2019 and applied retroactively for the years 2019 and 2018.
Gross Refinery Margins
Gross refinery margin per barrel sold decreased 10% from $17.71 for the year ended December 31, 2018 to $15.96 for the year
ended December 31, 2019. This was due to the effects of a decrease in the average per barrel sold sales price, partially offset by
decreased crude oil and feedstock prices during the current year. Gross refinery margin does not include the non-cash effects of
lower of cost or market inventory valuation adjustments or depreciation and amortization. See “Reconciliations to Amounts
Reported Under Generally Accepted Accounting Principles” following Item 7A of Part II of this Form 10-K for a reconciliation
to the income statement of sale prices of products sold and cost of products purchased.
Operating Expenses
Operating expenses, exclusive of depreciation and amortization, increased 8% from $1,285.8 million for the year ended
December 31, 2018 to $1,394.1 million for the year ended December 31, 2019 due principally to higher repair and maintenance
costs related to a February 2019 fire in an FCC unit at our El Dorado Refinery. Prior year period operating expenses included
higher repair and maintenance costs as a result of the Woods Cross Refinery fire and resulting damage in March 2018. Current
year operating expenses include $54.3 million in costs attributable to our Sonneborn operations.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 22% from $290.4 million for the year ended December 31, 2018 to $354.2
million for the year ended December 31, 2019. Current year selling, general and administrative expenses include $29.7 million
in costs attributable to our Sonneborn operations. Additionally, direct integration and regulatory costs of our recently acquired
Sonneborn operations were $24.2 million for the year ended December 31, 2019. We incurred $3.6 million in integration costs of
our Petro-Canada Lubricants business during the year ended December 31, 2018.
Depreciation and Amortization Expenses
Depreciation and amortization increased 17% from $437.3 million for the year ended December 31, 2018 to $509.9 million for
the year ended December 31, 2019. This increase was due principally to depreciation and amortization attributable to capitalized
improvement projects and capitalized refinery turnaround costs. Current year depreciation and amortization expenses include
$33.6 million in costs attributable to our Sonneborn operations.
Goodwill Impairment
During the year ended December 31, 2019, we recorded goodwill impairment charges of $152.7 million that relate to PCLI. See
Note 11 “Goodwill, Long-lived Assets and Intangibles” in the Notes to Consolidated Financial Statements for additional information
on the PCLI impairment.
Interest Income
Interest income for the year ended December 31, 2019 was $22.1 million compared to $16.9 million for the year ended December 31,
2018. This increase was due to higher interest rates during 2019.
Interest Expense
Interest expense was $143.3 million for the year ended December 31, 2019 compared to $131.4 million for the year ended
December 31, 2018. This increase was due to interest attributable to higher HEP debt levels during the current year relative to the
same period of 2018. For the years ended December 31, 2019 and 2018, interest expense included $74.8 million and $71.9 million,
respectively, in interest costs attributable to HEP operations.
Gain on Foreign Currency Transactions
Remeasurement adjustments resulting from the conversion of the intercompany financing structure on our PCLI acquisition from
local currencies to the U.S. dollar resulted in gains of $5.4 million and $6.2 million for the years ended December 31, 2019 and
2018, respectively. For the years ended December 31, 2019 and 2018, gain on foreign currency translation included a loss of $17.4
million and a gain of $41.8 million, respectively, on foreign exchange forward contracts (utilized as an economic hedge).
Income Taxes
For the year ended December 31, 2019, we recorded an income tax expense of $299.2 million compared to $347.2 million for the
year ended December 31, 2018. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest,
were 25.5% and 22.8% for the years ended December 31, 2019 and 2018, respectively. Our current year effective tax rate reflects
the effects of the $152.7 million goodwill impairment charge that is not deductible for income tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
HollyFrontier Credit Agreement
We have a $1.35 billion senior unsecured revolving credit facility maturing in February 2022 (the “HollyFrontier Credit
Agreement”). The HollyFrontier Credit Agreement may be used for revolving credit loans and letters of credit from time to time
and is available to fund general corporate purposes. At December 31, 2019, we were in compliance with all covenants, had no
outstanding borrowings and had outstanding letters of credit totaling $4.9 million under the HollyFrontier Credit Agreement.
HollyFrontier Financing Arrangements
In December 2018, certain of our wholly-owned subsidiaries entered into financing arrangements whereby such subsidiaries sold
a portion of their precious metals catalyst to a financial institution and then leased back the precious metals catalyst in exchange
for total cash received of $32.5 million. The volume of the precious metals catalyst and the lease rate are fixed over the one-year
term of each lease, and the lease payments are recorded as interest expense. The leases mature on February 1, 2021. Upon maturity,
we must either satisfy the obligation at fair market value or refinance to extend the maturity.
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HEP Credit Agreement
HEP has a $1.4 billion senior secured revolving credit facility maturing in July 2022 (the “HEP Credit Agreement”) and is available
to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general partnership purposes.
It is also available to fund letters of credit up to a $50 million sub-limit and has a $300 million accordion. During the year ended
December 31, 2019, HEP received advances totaling $365.5 million and repaid $323.0 million under the HEP Credit Agreement.
At December 31, 2019, HEP was in compliance with all of its covenants, had outstanding borrowings of $965.5 million and no
outstanding letters of credit under the HEP Credit Agreement.
HEP Senior Notes
On February 4, 2020, HEP closed a private placement of $500 million in aggregate principal amount of 5.0% HEP senior unsecured
notes maturing in February 2028. On February 5, 2020, HEP redeemed its existing $500 million 6.0% senior notes at a redemption
cost of $522.5 million. HEP will record any early extinguishment losses associated with this redemption during the first quarter
of 2020. HEP funded the $522.5 million redemption with proceeds from the issuance of its 5.0% senior notes and borrowing under
the HEP Credit Agreement.
See Note 13 "Debt" in the Notes to Consolidated Financial Statements for additional information on our debt instruments.
HEP Common Unit Continuous Offering Program
In May 2016, HEP established a continuous offering program under which HEP may issue and sell common units from time to
time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. During the year ended
December 31, 2019, HEP did not issue any common units under this program. As of December 31, 2019, HEP has issued 2,413,153
common units under this program, providing $82.3 million in gross proceeds.
Liquidity
We believe our current cash and cash equivalents, along with future internally generated cash flow and funds available under our
credit facilities will provide sufficient resources to fund currently planned capital projects and our liquidity needs for the foreseeable
future. In addition, components of our growth strategy include the expansion of existing units at our facilities and selective
acquisition of complementary assets for our refining operations intended to increase earnings and cash flow. We also expect to
use cash for payment of cash dividends, support of our master limited partnership and repurchases of our common stock under
our share repurchase program.
As of December 31, 2019, our cash and cash equivalents totaled $885.2 million. We consider all highly-liquid instruments with
a maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which
approximates market value. These primarily consist of investments in conservative, highly-rated instruments issued by financial
institutions, government and corporate entities with strong credit standings and money market funds.
In November 2019, our Board of Directors approved a $1.0 billion share repurchase program, which replaced all existing share
repurchase programs, authorizing us to repurchase common stock in the open market or through privately negotiated transactions.
The timing and amount of stock repurchases will depend on market conditions and corporate, regulatory and other relevant
considerations. This program may be discontinued at any time by our Board of Directors. As of December 31, 2019, we had
remaining authorization to repurchase up to $1.0 billion under this stock repurchase program. In addition, we are authorized by
our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs.
Cash and cash equivalents decreased $269.6 million for the year ended December 31, 2019. Net cash used by investing and
financing activities of $972.9 million and $848.3 million, respectively, exceeded cash provided by operating activities of $1,548.6
million.
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Cash Flows – Operating Activities
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Net cash flows provided by operating activities were $1,548.6 million for the year ended December 31, 2019 compared to $1,554.4
million for the year ended December 31, 2018, a decrease of $5.8 million. Net income for the year ended December 31, 2019 was
$872.4 million, a decrease of $304.9 million compared to $1,177.2 million for the year ended December 31, 2018. Non-cash
adjustments to net income consisting of depreciation and amortization, goodwill impairment, lower of cost or market inventory
valuation adjustment, earnings of equity method investments, inclusive of distributions, loss on sale of assets, deferred income
taxes, equity-based compensation expense and fair value changes to derivative instruments totaled $700.5 million for the year
ended December 31, 2019 compared to $663.3 million for the same period in 2018. Changes in working capital items increased
operating cash flows by $312.8 million and decreased operating cash flows by $87.7 million for the years ended December 31,
2019 and 2018, respectively. For the year ended December 31, 2019, turnaround expenditures increased to $318.4 million from
$217.2 million for the same period of 2018.
Cash Flows – Investing Activities and Planned Capital Expenditures
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Net cash flows used for investing activities were $972.9 million for the year ended December 31, 2019 compared to $360.5 million
for the year ended December 31, 2018, an increase of $612.4 million. Current year investing activities reflect a net cash outflow
of $662.7 million upon the acquisition of Sonneborn, and prior year investing activities reflect a net cash outflow of $54.2 million
upon the acquisition of Red Giant Oil. HEP invested $17.9 million in the Cushing Connect Pipeline & Terminal LLC joint venture.
Cash expenditures for properties, plants and equipment for 2019 decreased to $293.8 million from $311.0 million for the same
period in 2018. These include HEP capital expenditures of $30.1 million and $54.1 million for the years ended December 31, 2019
and 2018, respectively. We received proceeds of $0.2 million and $3.1 million from the sale of assets during the years ended
December 31, 2019 and 2018, respectively.
Planned Capital Expenditures
HollyFrontier Corporation
Each year our Board of Directors approves our annual capital budget which includes specific projects that management is authorized
to undertake. Additionally, when conditions warrant or as new opportunities arise, additional projects may be approved. The funds
appropriated for a particular capital project may be expended over a period of several years, depending on the time required to
complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures appropriated in that
year’s capital budget plus expenditures for projects appropriated in prior years which have not yet been completed. Refinery
turnaround spending is amortized over the useful life of the turnaround.
The refining industry is capital intensive and requires on-going investments to sustain our refining operations. This includes
replacement of, or rebuilding, refinery units and components that extend the useful life. We also invest in projects that improve
operational reliability and profitability via enhancements that improve refinery processing capabilities as well as production yield
and flexibility. Our capital expenditures also include projects related to environmental, health and safety compliance and include
initiatives as a result of federal and state mandates.
Our refinery operations and related emissions are highly regulated at both federal and state levels, and we invest in our facilities
as needed to remain in compliance with these standards. Additionally, when faced with new emissions or fuels standards, we seek
to execute projects that facilitate compliance and also improve the operating costs and / or yields of associated refining processes.
HEP
Each year the Holly Logistic Services, L.L.C. board of directors approves HEP’s annual capital budget, which specifies capital
projects that HEP management is authorized to undertake. Additionally, at times when conditions warrant or as new opportunities
arise, special projects may be approved. The funds allocated for a particular capital project may be expended over a period in
excess of a year, depending on the time required to complete the project. Therefore, HEP’s planned capital expenditures for a
given year consist of expenditures approved for capital projects included in its current year capital budget as well as, in certain
cases, expenditures approved for capital projects in capital budgets for prior years. HEP expects the majority of the expansion
capital budget in 2020 to be invested in the Cushing Connect joint venture. In addition, HEP may spend funds periodically to
perform capital upgrades or additions to its assets where a customer reimburses HEP for such costs. The upgrades or additions
would generally benefit the customer over the remaining life of the related service agreements.
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Expected capital and turnaround cash spending for 2020 is as follows:
HollyFrontier Capital Expenditures
Refining
Renewable Diesel Unit
Lubricants and Specialty Products
Turnarounds and catalyst
Total HollyFrontier
HEP
Maintenance
Expansion and joint venture investment
Refining unit turnarounds
Total HEP
Total
Expected Cash Spending Range
(In millions)
$
$
270.0
130.0
40.0
125.0
565.0
8.0
45.0
5.0
58.0
623.0
$
$
300.0
150.0
60.0
150.0
660.0
12.0
50.0
7.0
69.0
729.0
Cash Flows – Financing Activities
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Net cash flows used for financing activities were $848.3 million for the year ended December 31, 2019 compared to $664.3 million
for the year ended December 31, 2018, an increase of $183.9 million. During the year ended December 31, 2019, we purchased
$533.1 million of treasury stock and paid $225.2 million in dividends. Also during this period, HEP received $365.5 million and
repaid $323.0 million under the HEP Credit Agreement, paid distributions of $132.3 million to noncontrolling interests and received
a contribution of $3.2 million from a noncontrolling interest. During 2018, we received $32.5 million in proceeds from our financing
arrangement related to precious metals, purchased $363.4 million of treasury stock and paid $233.5 million in dividends. HEP
received $337.0 million and repaid $426.0 million under the HEP Credit Agreement, received $114.8 million in net proceeds from
the issuance of its common units and paid distributions of $125.7 million to noncontrolling interests.
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Contractual Obligations and Commitments
The following table presents our long-term contractual obligations as of December 31, 2019 in total and by period due beginning
in 2020. The table below does not include our contractual obligations to HEP under our long-term transportation agreements as
these related-party transactions are eliminated in the Consolidated Financial Statements. A description of these agreements is
provided under “Holly Energy Partners, L.P.” under Items 1 and 2, “Business and Properties.”
Contractual Obligations and
Commitments
HollyFrontier Corporation
Long-term debt - principal
Long-term debt - interest (1)
Financing arrangements
Supply agreements (2)
Transportation and storage agreements (3)
Operating and finance leases (4)
Other long-term obligations
Holly Energy Partners
Long-term debt - principal (5)
Long-term debt - interest (6)
Operating and finance leases (4)
Other agreements
Total
Payments Due by Period
Total
2020
2021 & 2022
(In thousands)
2023 & 2024
Thereafter
1,000,000
367,188
39,971
2,882,811
1,274,852
447,665
13,296
6,025,783
$
— $
— $
58,750
—
884,034
137,457
115,255
8,494
1,203,990
117,500
39,971
1,055,896
227,116
176,889
2,696
1,620,068
— $ 1,000,000
73,438
—
294,286
685,941
45,407
1,000
2,100,072
117,500
—
648,595
224,338
110,114
1,106
1,101,653
1,465,500
227,200
119,413
4,931
1,817,044
7,842,827
—
64,900
8,383
1,820
75,103
$ 1,279,093
965,500
114,800
15,295
3,111
1,098,706
$ 2,718,774
500,000
47,500
14,273
—
561,773
$ 1,663,426
—
—
81,462
—
81,462
$ 2,181,534
$
$
(1) Interest payments consist of interest on our 5.875% senior notes.
(2) We have long-term supply agreements to secure certain quantities of crude oil, feedstock and other resources used in the production
process at market prices. We have estimated future payments under these fixed-quantity agreements expiring between 2020 and
2025 using current market rates. Additionally, commitments include purchases of 20,000 BPD of crude oil under a 10-year agreement
to supply our Woods Cross Refinery.
(3) Consists of contractual obligations under agreements with third parties for the transportation of crude oil, natural gas and feedstocks
to our refineries and for terminal and storage services under contracts expiring between 2020 and 2039.
(4) Operating and finance lease obligations include options to extend terms that are reasonably certain of being exercised.
(5) HEP's long-term debt consists of the $500.0 million principal balance on the 6% HEP senior notes and $965.5 million of outstanding
borrowings under the HEP Credit Agreement. The HEP Credit Agreement expires in 2022.
(6) Interest payments consist of interest on the 6% HEP senior notes and interest on long-term debt under the HEP Credit Agreement.
Interest on the HEP Credit Agreement debt is based on the weighted average rate of 3.61% at December 31, 2019.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of
these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of the financial statements. Actual
results may differ from these estimates under different assumptions or conditions. We consider the following policies to be the
most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations,
financial condition and cash flows. For additional information, see Note 1 “Description of Business and Summary of Significant
Accounting Policies” in the Notes to Consolidated Financial Statements.
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Inventory Valuation
Inventories related to our refining operations are stated at the lower of cost, using the LIFO method for crude oil and unfinished
and finished refined products, or market. In periods of rapidly declining prices, LIFO inventories may have to be written down to
market value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method
may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales
with LIFO inventory costs generated in prior periods. At December 31, 2019 and 2018, market values had fallen below historical
LIFO inventory costs and, as a result, we recorded lower of cost or market inventory valuation reserves of $240.4 million and
$360.1 million, respectively.
At December 31, 2019, our lower of cost or market inventory valuation reserve was $240.4 million. This amount, or a portion
thereof, is subject to reversal as a reduction to cost of products sold in subsequent periods as inventories giving rise to the reserve
are sold, and a new reserve is established. Such a reduction to cost of products sold could be significant if inventory values return
to historical cost price levels. Additionally, further decreases in overall inventory values could result in additional charges to cost
of products sold should the lower of cost or market inventory valuation reserve be increased.
Inventories consisting of process chemicals, materials and maintenance supplies and RINs are stated at the lower of weighted-
average cost or net realizable value. Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower
of cost, using the FIFO method, or net realizable value.
Goodwill and Long-lived Assets
As of December 31, 2019, our goodwill balance was $2.4 billion, with goodwill assigned to our Refining, Lubricants and Specialty
Products and HEP segments of $1,733.5 million, $327.6 million and $312.9 million, respectively. Goodwill represents the excess
of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to
amortization and is tested annually or more frequently if an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative
assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the
fair value of the reporting unit is greater than its carrying amount, a quantitative test is performed in which we estimate the fair
value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting
unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of the reporting unit over the related
fair value.
Our long-lived assets principally consist of our refining assets that are organized as refining asset groups and the assets of our
Lubricants and Specialty Products business. The refinery asset groups also constitute our individual refinery reporting units that
are used for testing and measuring goodwill impairments. Our long-lived assets are evaluated for impairment by identifying whether
indicators of impairment exist and if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted
cash flows. The actual amount of impairment loss measured, if any, is equal to the amount by which the asset group’s carrying
value exceeds its fair value.
During the second quarter of 2019, we performed interim goodwill impairment testing of the PCLI reporting unit included in our
Lubricants and Specialty Products segment. We elected to perform this interim assessment due to the recent reorganization of our
reporting unit structure within the Lubricants and Specialty Products segment, combined with the identification of events and
circumstances which were indicators of potential goodwill impairment at PCLI, including recent declines in gross margins to
lower than historic levels. These recent lower gross margins are in the base oil market which is largely attributed to the increase
in global supply of base oils with a current outlook for continued near-term softness.
Our interim goodwill impairment testing was performed as of May 31, 2019. The estimated fair values of our goodwill reporting
units within our Lubricants and Specialty Products segment were derived using a combination of both income and market
approaches. The income approach reflects expected future cash flows based on estimated future production volumes, selling prices,
gross margins, operating costs and capital expenditures. Our market approach includes both the guideline public company and
guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like-
kind assets.
As a result of our impairment testing, we determined that the carrying value of the PCLI reporting unit’s goodwill within our
Lubricants and Specialty Products segment was fully impaired and a goodwill impairment charge of $152.7 million was recorded.
Our testing did not identify any other impairments.
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We performed our annual goodwill impairment testing as of July 1, 2019 and determined there was no additional impairment of
goodwill attributable to our reporting units.
Contingencies
We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters. We are required
to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A
determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual
issue. The required reserves may change in the future due to new developments in each matter or changes in approach such as a
change in settlement strategy in dealing with these matters.
RISK MANAGEMENT
We use certain strategies to reduce some commodity price and operational risks. We do not attempt to eliminate all market risk
exposures when we believe that the exposure relating to such risk would not be significant to our future earnings, financial position,
capital resources or liquidity or that the cost of eliminating the exposure would outweigh the benefit.
Commodity Price Risk Management
Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined
products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative
contracts in the form of commodity price swaps, forward purchase and sales and futures contracts to mitigate price exposure with
respect to our inventory positions, natural gas purchases, sales prices of refined products and crude oil costs.
Foreign Currency Risk Management
We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative
contracts in the form of foreign exchange forward and foreign exchange swap contracts to mitigate the exposure associated with
fluctuations on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar.
As of December 31, 2019, we have the following notional contract volumes related to all outstanding derivative contracts used
to mitigate commodity price and foreign currency risk:
Contract Description
Natural gas price swaps - long
Crude oil price swaps (basis spread) - long
NYMEX futures (WTI) - short
Forward gasoline and diesel contracts - long
Foreign currency forward contracts
Forward commodity contracts (platinum) (1)
Notional Contract Volumes by
Year of Maturity
Total
Outstanding
Notional
3,600,000
6,222,000
1,365,000
1,251,200
434,340,348
41,147
2020
2021
Unit of
Measure
1,800,000
6,222,000
1,365,000
1,251,200
434,340,348
1,800,000 MMBTU
— Barrels
— Barrels
— Barrels
— U.S. dollar
—
41,147 Troy ounces
(1) Represents an embedded derivative within our catalyst financing arrangements, which may be refinanced or require repayment under certain
conditions. See Note 13 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.
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The following sensitivity analysis provides the hypothetical effects of market price fluctuations to the commodity positions hedged
under our derivative contracts:
Commodity-based Derivative Contracts
2019
2018
Estimated Change in Fair Value at December 31,
Hypothetical 10% change in underlying commodity prices
$
(In thousands)
7,420
$
1,485
Interest Rate Risk Management
The market risk inherent in our fixed-rate debt is the potential change arising from increases or decreases in interest rates as
discussed below.
For the fixed rate HollyFrontier Senior Notes and HEP Senior Notes, changes in interest rates will generally affect fair value of
the debt, but not earnings or cash flows. The outstanding principal, estimated fair value and estimated change in fair value (assuming
a hypothetical 10% change in the yield-to-maturity rates) for this debt as of December 31, 2019 is presented below:
HollyFrontier Senior Notes
HEP Senior Notes
Outstanding
Principal
Estimated
Fair Value
(In thousands)
Estimated
Change in
Fair Value
$
$
1,000,000
500,000
$
$
1,127,610
522,045
$
$
22,552
10,892
For the variable rate HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At December 31,
2019, outstanding borrowings under the HEP Credit Agreement were $965.5 million. A hypothetical 10% change in interest rates
applicable to the HEP Credit Agreement would not materially affect cash flows.
Our operations are subject to hazards of petroleum processing operations, including fire, explosion and weather-related perils. We
maintain various insurance coverages, including business interruption insurance, subject to certain deductibles. We are not fully
insured against certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment,
do not justify such expenditures.
Financial information is reviewed on the counterparties in order to review and monitor their financial stability and assess their
ongoing ability to honor their commitments under the derivative contracts. We have not experienced, nor do we expect to experience,
any difficulty in the counterparties honoring their commitments.
We have a risk management oversight committee consisting of members from our senior management. This committee oversees
our risk enterprise program, monitors our risk environment and provides direction for activities to mitigate identified risks that
may adversely affect the achievement of our goals.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See “Risk Management” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles
Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to amounts reported under
generally accepted accounting principles in financial statements.
Earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as net income attributable
to HollyFrontier stockholders 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.
Set forth below is our calculation of EBITDA.
Net income attributable to HollyFrontier stockholders
Add (subtract) income tax provision
Add interest expense
Subtract interest income
Add depreciation and amortization
EBITDA
2019
Years Ended December 31,
2018
(In thousands)
2017
$
$
772,388
299,152
143,321
(22,139)
509,925
1,702,647
$
$
1,097,960
347,243
131,363
(16,892)
437,324
1,996,998
$
$
805,395
(12,379)
117,597
(3,736)
409,937
1,316,814
Reconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally
accepted accounting principles in financial statements.
Refinery gross margin and net operating margin are non-GAAP performance measures that are used by our management and others
to compare our refining performance to that of other companies in our industry. We believe these margin measures are helpful to
investors in evaluating our refining performance on a relative and absolute basis. Refinery gross margin per produced barrel sold
is total refining segment revenues less total refining segment cost of products sold, exclusive of lower of cost or market inventory
valuation adjustments, divided by sales volumes of produced refined products sold. Net operating margin per barrel sold is the
difference between refinery gross margin and refinery operating expenses per produced barrel sold. These two margins do not
include the non-cash effects of lower of cost or market inventory valuation adjustments, asset impairment charges or depreciation
and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of
income. Other companies in our industry may not calculate these performance measures in the same manner.
Below are reconciliations to our consolidated statements of income for refinery net operating and gross margin and operating expenses,
in each case averaged per produced barrel sold. Due to rounding of reported numbers, some amounts may not calculate exactly.
53
Table of Content
Reconciliation of average refining segment net operating margin per produced barrel sold to refinery gross margin to total sales
and other revenues
Years Ended December 31,
2018
(Dollars in thousands, except per barrel amounts)
2019
2017
Consolidated
Net operating margin per produced barrel sold
Add average refinery operating expenses per produced barrel sold
Refinery gross margin per produced barrel sold
Times produced barrels sold (BPD)
Times number of days in period
Refining segment gross margin
Add (subtract) rounding
Total refining segment gross margin
Add refining segment cost of products sold
Refining segment sales and other revenues
Add lubricants and specialty products segment sales and other
revenues
Add HEP segment sales and other revenues
Subtract corporate, other and eliminations
Sales and other revenues
$
$
9.28
6.68
15.96
449,190
365
2,616,711
(429)
2,616,282
12,980,506
15,596,788
2,092,528
532,777
(735,515)
17,486,578
$
$
11.32
6.39
17.71
452,630
365
2,925,868
(154)
2,925,714
13,250,849
16,176,563
1,812,703
506,220
(780,820)
17,714,666
$
$
5.45
6.11
11.56
452,270
365
1,908,308
335
1,908,643
11,009,419
12,918,062
1,594,036
454,362
(715,161)
14,251,299
Reconciliation of average refining segment operating expenses per produced barrel sold to total operating expenses
Years Ended December 31,
2018
(Dollars in thousands, except per barrel amounts)
2019
2017
Consolidated
Average refinery operating expenses per produced barrel sold
Times produced barrels sold (BPD)
Times number of days in period
Refinery operating expenses
Add (subtract) rounding
Total refining segment operating expenses
Add lubricants and specialty products segment operating expenses
Add HEP segment operating expenses
Subtract corporate, other and eliminations
Operating expenses (exclusive of depreciation and amortization)
$
$
6.68
449,190
365
1,095,215
273
1,095,488
231,523
161,996
(94,955)
1,394,052
$
$
6.39
452,630
365
1,055,692
(483)
1,055,209
167,820
146,430
(83,621)
1,285,838
$
$
6.11
452,270
365
1,008,630
229
1,008,859
222,461
137,856
(72,507)
1,296,669
54
Table of Content
Item 8. Financial Statements and Supplementary Data
MANAGEMENT'S REPORT ON ITS ASSESSMENT OF THE COMPANY'S INTERNAL CONTROL OVER
FINANCIAL REPORTING
Management of HollyFrontier Corporation (the “Company”) is responsible for establishing and maintaining adequate internal
control over financial reporting.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
On February 1, 2019, we completed the acquisition of Sonneborn US Holdings, Inc. and Sonneborn Coöperatief U.A. (collectively,
“Sonneborn”). We are in the process of integrating operations of Sonneborn, including internal controls over financial reporting
and, therefore, management's evaluation and conclusion as to the effectiveness of our internal control over financial reporting as
of the end of the period covered by this Annual Report on Form 10-K excludes any evaluation of the internal control over financial
reporting of the Sonneborn business. The Sonneborn business accounted for 6% of the Company's total assets and 2% of total
revenues of the Company as of and for the year ended December 31, 2019.
Management assessed the Company's internal control over financial reporting as of December 31, 2019 using the criteria for
effective control over financial reporting established in “Internal Control - Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management concludes
that, as of December 31, 2019, the Company maintained effective internal control over financial reporting.
The Company's independent registered public accounting firm has issued an attestation report on the effectiveness of the Company's
internal control over financial reporting as of December 31, 2019. That report appears on page 56.
55
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of HollyFrontier Corporation
Opinion on Internal Control over Financial Reporting
We have audited HollyFrontier Corporation’s internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, HollyFrontier Corporation (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
As indicated in the accompanying Management’s Report on its Assessment of the Company’s Internal Control Over Financial
Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not
include the internal controls of the Sonneborn business acquired on February 1, 2019, which is included in the 2019 consolidated
financial statements of the Company and constituted 6% of total assets as of December 31, 2019 and 2% of revenues for the year
then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal
control over financial reporting of the Sonneborn business.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements
of income, comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, 2019, and
the related notes of the Company and our report dated February 20, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on its
Assessment of the Company’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
56
Dallas, Texas
February 20, 2020
57
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2019 and 2018
Consolidated Statements of Income for the years ended
December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended
December 31, 2019, 2018 and 2017
Consolidated Statements of Equity for the years ended
December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
Page
Reference
59
62
63
64
65
66
67
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of HollyFrontier Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of HollyFrontier Corporation (the Company) as of December 31,
2019 and 2018, the related consolidated statements of income, comprehensive income, cash flows, and equity for each of the three
years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework), and our report dated February 20, 2020 expressed an unqualified opinion thereon.
Adoption of ASU No. 2016-02 (Topic 842)
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases in the
2019 financial statements to reflect the accounting method change due to the adoption of ASU 2016-02, Leases (Topic 842).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.
59
Description of
the Matter
Valuation of Goodwill
At December 31, 2019, the Company’s goodwill was $2,374 million, including goodwill
assigned to the Refining, Lubricants and Specialty Products, and HEP segments of $1,733
million, $328 million, and $313 million, respectively. As discussed in Note 1 and Note 11 of
the financial statements, goodwill is tested for impairment at least annually on July 1 at the
reporting unit level or more frequently if events or changes in circumstances indicate the
asset might be impaired. During the second quarter of 2019, the Company performed interim
goodwill impairment testing of the PCLI reporting unit included in the Lubricants and
Specialty Products segment, resulting in a full impairment charge of $152.7 million on this
reporting unit.
Auditing management’s goodwill impairment tests was complex and highly judgmental for
the Company’s PCLI and El Dorado Refinery reporting units due to the significant estimation
required to determine the fair value of these reporting units. In particular, the fair value
estimates were sensitive to significant assumptions, such as revenue growth rates, refining
margins, profitability, and weighted average cost of capital, which are affected by expectations
about future market or economic conditions. These assumptions have a significant effect on
the fair value estimates.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness
of controls over the Company's goodwill impairment testing process. For example, we tested
controls over management's review of the significant inputs and assumptions used in
determining the reporting unit fair values.
To test the estimated fair value of the Company’s PCLI and El Dorado Refinery reporting
units, we performed audit procedures with the support of a valuation specialist that included,
among others, assessing methodologies and testing the significant assumptions discussed
above and the underlying data used by the Company in its analysis. We compared the
significant assumptions used by management to relevant industry and economic trends,
published forward prices, third party analyst reports, historical operating results and other
relevant factors. We performed sensitivity analyses of significant assumptions to evaluate
the changes in the fair value of the reporting units that would result from changes in the
assumptions. We also tested management’s reconciliation of the fair value of the reporting
units to the market capitalization of the Company.
Environmental Liabilities
Description of
the Matter
At December 31, 2019, the Company’s accrual for environmental liabilities was $117.7
million, of which $95.6 million was classified as other long-term liabilities. As discussed in
Note 1 and Note 12 of the consolidated financial statements, these accruals include
remediation and monitoring costs expected to be incurred over an extended period of time.
Liabilities are recorded when site restoration and environmental remediation, cleanup and
other obligations are either known or considered probable and can be reasonably estimated.
How We
Addressed the
Matter in Our
Audit
Auditing management’s estimates for environmental liabilities was challenging and highly
judgmental due to the significant judgment required to develop assumptions related to future
costs expected for the remediation of environmental obligations. In particular, the liability
estimates require judgment with respect to costs, time frame and extent of required remedial
and clean-up activities.
We obtained an understanding, evaluated the design and tested the operating effectiveness
of controls over the Company’s accrued environmental liability cost estimate and review
process.
To test management’s accrued environmental liabilities, we performed audit procedures that
included, among others, obtaining a rollforward of the environmental liabilities reflecting
activity in the accruals for the past year, performing a look back analysis comparing the prior
year short-term accrual estimates to actual current year expenditures, and comparing actual
expenditures made to supporting invoices and cash payments. We also utilized an
environmental specialist to assist in our evaluation of certain environmental site accruals,
including the testing of a sample of cost estimates by inspecting relevant supporting
documentation and performing a search of publicly filed records with environmental agencies
to test the completeness of environmental liabilities.
60
Description of
the Matter
Valuation of Intangible Assets in the Sonneborn Acquisition
During 2019, the Company completed its acquisition of Sonneborn for net consideration of
$662.7 million, as disclosed in Note 2 to the consolidated financial statements. The transaction
was accounted for as a business combination.
Auditing the Company's accounting for its acquisition of Sonneborn was complex due to the
significant estimation uncertainty in determining the fair value of the acquired intangible
assets of $214.6 million, which primarily consisted of customer relationships and trademarks.
The significant estimation uncertainty was primarily due to the sensitivity of the respective
fair values to the significant underlying assumptions utilized in the measurement of the fair
values of the intangible assets. The significant assumptions used to estimate the values of
the intangible assets included discount rates, revenue growth rates, customer attrition rates,
royalty rates as a percentage of revenue, and the economic life of trademarks. These significant
assumptions are forward looking and could be affected by future economic and market
conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness
of the Company's controls over the valuation of intangible assets related to the acquisition.
For example, we tested controls over management’s review of the valuation models and the
underlying assumptions used to develop estimated values of intangible assets.
To test the estimated fair values of the intangible assets, our audit procedures included, among
others, evaluating the Company's selection of the valuation methodology, evaluating the
significant assumptions used by the Company's valuation specialist, and evaluating the
completeness and accuracy of the underlying data supporting the significant assumptions
and estimates. For example, we compared the significant assumptions to current industry and
market trends and to the historical results of the acquired business. We also performed
sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the
acquired trademarks and customer relationship intangible assets that would result from
changes in the assumptions. In addition, we involved our valuation specialists to assist with
our evaluation of the methodologies used by the Company and significant assumptions
included in the fair value estimates.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1977.
Dallas, Texas
February 20, 2020
61
Table of Content
ASSETS
Current assets:
HOLLYFRONTIER CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31,
2019
2018
Cash and cash equivalents (HEP: $13,287 and $3,045, respectively)
$
885,162
$
1,154,752
Accounts receivable: Product and transportation (HEP: $18,732 and $12,332, respectively)
Crude oil resales
Inventories: Crude oil and refined products
Materials, supplies and other (HEP: $833 and $858, respectively)
Income taxes receivable
Prepayments and other (HEP: $6,795 and $3,452, respectively)
Total current assets
Properties, plants and equipment, at cost (HEP: $2,047,674 and $2,058,388, respectively)
Less accumulated depreciation (HEP: $(552,786) and $(489,217), respectively)
Operating lease right-of-use assets (HEP: $2,652)
Other assets: Turnaround costs
Goodwill (HEP: $312,873 and $314,229, respectively)
Intangibles and other (HEP: $319,569 and $176,291, respectively)
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable (HEP: $18,050 and $16,723, respectively)
Income taxes payable
Operating lease liabilities (HEP $3,608)
Accrued liabilities (HEP: $30,418 and $27,240, respectively)
Total current liabilities
Long-term debt (HEP: $1,462,031 and $1,418,900, respectively)
Noncurrent operating lease liabilities (HEP $72,000)
Deferred income taxes (HEP: $424 and $488, respectively)
Other long-term liabilities (HEP: $59,021 and $63,534, respectively)
Equity:
HollyFrontier stockholders’ equity:
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued
Common stock $.01 par value – 320,000,000 shares authorized; 256,042,554 and 256,036,788 shares
issued as of December 31, 2019 and December 31, 2018
Additional capital
Retained earnings
Accumulated other comprehensive income
Common stock held in treasury, at cost – 94,196,029 and 83,915,297 shares as of
December 31, 2019 and December 31, 2018, respectively
Total HollyFrontier stockholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
834,771
44,914
879,685
1,282,789
191,413
1,474,202
5,478
61,662
3,306,189
7,237,297
(2,414,585)
4,822,712
467,109
521,278
2,373,907
673,646
3,568,831
12,164,841
1,215,555
27,965
104,415
337,993
1,685,928
2,455,640
364,420
889,270
260,157
$
$
635,623
36,078
671,701
1,166,404
187,975
1,354,379
34,040
81,507
3,296,379
6,780,980
(2,098,446)
4,682,534
—
339,861
2,246,435
429,392
3,015,688
10,994,601
872,627
17,636
—
277,892
1,168,155
2,411,540
—
722,576
233,271
—
—
2,560
4,204,547
4,744,120
14,774
(2,987,808)
5,978,193
531,233
6,509,426
12,164,841
$
2,560
4,196,125
4,196,902
13,623
(2,490,639)
5,918,571
540,488
6,459,059
10,994,601
$
$
$
Parenthetical amounts represent asset and liability balances attributable to Holly Energy Partners, L.P. (“HEP”) as of December 31, 2019 and 2018. HEP
is a variable interest entity.
See accompanying notes.
62
Table of Content
HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Years Ended December 31,
2018
2019
2017
$
17,486,578
$
17,714,666
$
14,251,299
13,918,384
13,940,782
11,467,873
(119,775)
13,798,609
1,394,052
354,236
509,925
152,712
16,209,534
1,277,044
136,305
14,077,087
1,285,838
290,424
437,324
—
16,090,673
1,623,993
5,180
22,139
5,825
16,892
(143,321)
(131,363)
—
5,449
—
—
5,013
(105,540)
1,171,504
220,486
78,666
299,152
872,352
99,964
772,388
4.64
4.61
166,287
167,385
$
$
$
—
6,197
—
—
2,923
(99,526)
1,524,467
270,274
76,969
347,243
1,177,224
79,264
1,097,960
6.25
6.19
175,009
176,661
$
$
$
(108,685)
11,359,188
1,296,669
265,721
409,937
19,247
13,350,762
900,537
12,510
3,736
(117,597)
(12,225)
16,921
24,545
36,254
4,182
(31,674)
868,863
125,143
(137,522)
(12,379)
881,242
75,847
805,395
4.54
4.52
176,174
177,196
Sales and other revenues
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory
valuation adjustment)
Lower of cost or market inventory valuation adjustment
Operating expenses (exclusive of depreciation and amortization)
Selling, general and administrative expenses (exclusive of depreciation and
amortization)
Depreciation and amortization
Goodwill and long-lived asset impairment
Total operating costs and expenses
Income from operations
Other income (expense):
Earnings of equity method investments
Interest income
Interest expense
Loss on early extinguishment of debt
Gain on foreign currency transactions
Gain on foreign currency swap contracts
Remeasurement gain on HEP pipeline interest acquisitions
Other, net
Income before income taxes
Income tax expense (benefit):
Current
Deferred
Net income
Less net income attributable to noncontrolling interest
Net income attributable to HollyFrontier stockholders
Earnings per share attributable to HollyFrontier stockholders:
Basic
Diluted
Average number of common shares outstanding:
$
$
$
Basic
Diluted
See accompanying notes.
63
Table of Content
HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive income (loss):
Foreign currency translation adjustment
Unrealized loss on marketable securities available for sale
Hedging instruments:
Change in fair value of cash flow hedging instruments
Reclassification adjustments to net income on settlement of cash flow hedging
instruments
Amortization of unrealized loss attributable to discontinued cash flow hedges
Net unrealized gain (loss) on hedging instruments
Other post-retirement benefit obligations:
Actuarial loss on pension plans
Actuarial gain (loss) on post-retirement healthcare plans
Post-retirement healthcare plans gain reclassified to net income
Actuarial gain (loss) on retirement restoration plan
Retirement restoration plan loss reclassified to net income
Net change in other post-retirement benefit obligations
Other comprehensive income (loss) before income taxes
Income tax expense (benefit)
Other comprehensive income (loss)
Total comprehensive income
Less noncontrolling interest in comprehensive income
Years Ended December 31,
2019
2018
2017
$
872,352
$
1,177,224
$
881,242
13,337
—
14,364
(19,713)
—
(5,349)
(990)
(2,412)
(3,587)
(224)
6
(7,207)
781
(370)
1,151
873,503
99,964
(38,227)
—
5,166
6,055
—
11,221
(923)
2,612
(3,481)
258
27
(1,507)
(28,513)
(5,585)
(22,928)
1,154,296
79,264
22,151
(4)
2,919
10,448
1,080
14,447
(1,162)
(1,058)
(3,481)
(123)
17
(5,807)
30,787
11,349
19,438
900,680
75,790
824,890
Comprehensive income attributable to HollyFrontier stockholders
$
773,539
$
1,075,032
$
See accompanying notes.
64
Table of Content
HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Goodwill and long-lived asset impairment
Lower of cost or market inventory valuation adjustment
Earnings of equity method investments, inclusive of distributions
Loss on early extinguishment of debt attributable to unamortized discount
Remeasurement gain on HEP pipeline interest acquisitions
Loss on sale of assets
Deferred income taxes
Equity-based compensation expense
Change in fair value – derivative instruments
(Increase) decrease in current assets:
Accounts receivable
Inventories
Income taxes receivable
Prepayments and other
Increase (decrease) in current liabilities:
Accounts payable
Income taxes payable
Accrued liabilities
Turnaround expenditures
Other, net
Net cash provided by operating activities
Cash flows from investing activities:
Additions to properties, plants and equipment
Additions to properties, plants and equipment – HEP
Acquisitions, net of cash acquired
Purchase of pipeline interests, net of cash acquired - HEP
Investment in joint venture
Proceeds from sale of assets
Purchases of marketable securities
Sales and maturities of marketable securities
Other, net
Net cash used for investing activities
Cash flows from financing activities:
Borrowings under credit agreements
Repayments under credit agreements
Proceeds from issuance of senior notes – HEP
Redemption of senior notes - HEP
Proceeds of financing arrangements
Proceeds from issuance of common units - HEP
Purchase of treasury stock
Dividends
Distributions to noncontrolling interest
Contribution from noncontrolling interest
Payments on finance leases
Other, net
Net cash used for financing activities
Effect of exchange rate on cash flow
Cash and cash equivalents:
Increase (decrease) for the period
Beginning of period
End of period
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
Income taxes, net
See accompanying notes.
65
Years Ended December 31,
2018
2017
2019
$
872,352
$
1,177,224
$
881,242
509,925
152,712
(119,775)
(213)
—
—
50
78,666
42,269
36,888
(150,437)
91,599
32,368
3,633
312,794
9,048
13,748
(318,415)
(18,601)
1,548,611
(263,651)
(30,112)
(662,665)
—
(17,886)
194
—
—
1,206
(972,914)
365,500
(323,000)
—
—
—
—
(533,083)
(225,170)
(132,268)
3,210
(1,551)
(1,893)
(848,255)
437,324
—
136,305
(149)
—
—
2,171
76,969
42,172
(31,515)
35,793
136,551
7,752
(10,340)
(326,030)
15,281
53,281
(217,228)
18,855
1,554,416
(256,888)
(54,141)
(54,179)
—
—
3,100
—
—
1,588
(360,520)
337,000
(426,000)
—
—
32,547
114,759
(363,437)
(233,544)
(125,653)
—
—
—
(664,328)
409,937
19,247
(108,685)
1,450
2,475
(36,254)
508
(137,522)
42,337
(4,265)
(115,322)
(162,297)
50,601
(6,753)
188,975
(18,525)
57,227
(135,104)
22,118
951,390
(227,449)
(44,810)
(870,627)
(245,446)
—
1,377
(41,565)
465,716
3,134
(959,670)
995,000
(536,000)
101,750
(309,750)
—
52,110
(15,926)
(235,508)
(110,351)
—
—
(13,955)
(72,630)
2,968
(5,573)
1,088
(269,590)
1,154,752
885,162
$
523,995
630,757
1,154,752
$
(79,822)
710,579
630,757
(133,809) $
(178,967) $
(130,106) $
(252,644) $
(124,375)
(93,272)
$
$
$
Table of Content
HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
HollyFrontier Stockholders' Equity
Balance at December 31, 2016
$
2,560
$ 4,026,805
$2,776,728
$
10,612
$ (2,135,311) $
620,591
$
5,301,985
Common
Stock
Additional
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Treasury
Stock
Non-
controlling
Interest
Total Equity
Net income
Dividends ($1.32 declared per common
share)
Distributions to noncontrolling interests
Other comprehensive income (loss), net of
tax
Equity attributable to HEP common unit
issuances, net of tax
Equity awards issued in PCLI acquisition
Issuance of common stock under incentive
compensation plans, net of forfeitures
Equity-based compensation, inclusive of
tax expense
Purchase of treasury stock
Purchase of HEP units for restricted grants
Other
Balance at December 31, 2017
Net income
Dividends ($1.32 declared per common
share)
Distributions to noncontrolling interests
Other comprehensive loss, net of tax
Equity attributable to HEP common unit
issuances, net of tax
Issuance of common stock under incentive
compensation plans, net of forfeitures
Equity-based compensation
Purchase of treasury stock
Purchase of HEP units for restricted grants
Adoption of accounting standards
Balance at December 31, 2018
Net income
Dividends ($1.34 declared per common
share)
Distributions to noncontrolling interests
Other comprehensive income, net of tax
Equity attributable to HEP common unit
issuances, net of tax
Issuance of common stock under incentive
compensation plans, net of forfeitures
Equity-based compensation
Purchase of treasury stock
Purchase of HEP units for restricted grants
Contributions from joint venture partner
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
69,802
6,600
(10,326)
39,815
—
—
—
805,395
(235,508)
—
—
—
—
—
—
—
—
—
—
—
—
19,495
(238)
—
—
—
—
—
—
—
—
—
—
—
—
10,326
—
(15,926)
—
—
75,847
881,242
—
(110,351)
(235,508)
(110,351)
(57)
19,438
(61,390)
—
—
2,522
—
(605)
(446)
8,174
6,600
—
42,337
(15,926)
(605)
(446)
$
2,560
$ 4,132,696
$3,346,615
$
29,869
$ (2,140,911) $
526,111
$
5,896,940
—
—
—
—
—
—
—
—
—
—
— 1,097,960
—
—
—
42,199
(17,742)
38,972
—
—
—
(233,544)
—
—
—
—
—
—
—
—
—
—
(22,928)
—
—
—
—
—
—
—
—
—
—
17,742
—
(367,470)
—
—
79,264
1,177,224
—
(125,653)
—
(233,544)
(125,653)
(22,928)
58,134
100,333
—
3,200
—
(568)
—
—
42,172
(367,470)
(568)
(7,447)
(14,129)
6,682
$
2,560
$ 4,196,125
$4,196,902
$
13,623
$ (2,490,639) $
540,488
$
6,459,059
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(31,314)
39,736
—
—
—
772,388
(225,170)
—
—
—
—
—
—
—
—
—
—
—
1,151
—
—
—
—
—
—
—
—
—
—
—
31,314
—
(528,483)
—
—
99,964
872,352
—
(132,268)
—
(139)
—
2,533
—
(1,893)
22,548
(225,170)
(132,268)
1,151
(139)
—
42,269
(528,483)
(1,893)
22,548
Balance at December 31, 2019
$
2,560
$ 4,204,547
$4,744,120
$
14,774
$ (2,987,808) $
531,233
$
6,509,426
See accompanying notes.
66
Table of Content
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: Description of Business and Summary of Significant Accounting Policies
Description of Business: References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its
consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this
Annual Report on Form 10-K has been written in the first person. In these financial statements, the words “we,” “our,” “ours” and
“us” refer only to HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any
other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P.
(“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or
obligations between HEP and HollyFrontier or its other subsidiaries. These financial statements contain certain disclosures of
agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier.
When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.
We are an independent petroleum refiner and marketer that produces high-value light products such as gasoline, diesel fuel, jet
fuel and other specialty products. We own and operate petroleum refineries that serve markets throughout the Mid-Continent,
Southwest and Rocky Mountain regions of the United States. In addition, we produce base oils and other specialized lubricants
in the United States, Canada and the Netherlands, with retail and wholesale marketing of our products through a global sales
network with locations in Canada, the United States, Europe, China and Latin America. As of December 31, 2019, we:
•
•
•
•
•
•
owned and operated a petroleum refinery in El Dorado, Kansas (the “El Dorado Refinery”), two refinery facilities located
in Tulsa, Oklahoma (collectively, the “Tulsa Refineries”), a refinery in Artesia, New Mexico that is operated in conjunction
with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico
(collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming (the “Cheyenne Refinery”) and a refinery
in Woods Cross, Utah (the “Woods Cross Refinery”);
owned and operated Petro-Canada Lubricants Inc. (“PCLI”) located in Mississauga, Ontario, which produces base oils
and other specialty lubricant products;
owned and operated Sonneborn with manufacturing facilities in Petrolia, Pennsylvania and the Netherlands, which produce
specialty lubricant products, such as white oils, petrolatums and waxes;
owned and operated Red Giant Oil Company LLC (“Red Giant Oil”), which supplies locomotive engine oil and has
storage and distribution facilities in Iowa, Kansas, Utah and Wyoming, along with a blending and packaging facility in
Texas;
owned and operated HollyFrontier Asphalt Company LLC (“HFC Asphalt”), which operates various asphalt terminals
in Arizona, New Mexico and Oklahoma; and
owned a 57% limited partner interest and a non-economic general partner interest in HEP, a variable interest entity (“VIE”).
HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading
rack facilities and refinery processing units that principally support our refining and marketing operations in the Mid-
Continent, Southwest and Rocky Mountain regions of the United States.
On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the issued and outstanding capital stock
of Sonneborn US Holdings Inc. and 100% of the membership rights in Sonneborn Coöperatief U.A. (collectively, “Sonneborn”).
The acquisition closed on February 1, 2019.
On July 10, 2018, we entered into a definitive agreement to acquire Red Giant Oil, a privately-owned lubricants company. The
acquisition closed on August 1, 2018.
On October 29, 2016, we entered into a share purchase agreement with Suncor Energy Inc. (“Suncor”) to acquire 100% of the
outstanding capital stock of PCLI. The acquisition closed on February 1, 2017.
See Note 2 for additional information on these acquisitions.
Principles of Consolidation: Our consolidated financial statements include our accounts and the accounts of partnerships and
joint ventures that we control through an ownership interest greater than 50% or through a controlling financial interest with respect
to variable interest entities. All significant intercompany transactions and balances have been eliminated.
67
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Variable Interest Entities: HEP is a VIE as defined under U.S. generally accepted accounting principles (“GAAP”). A VIE is a
legal entity whose equity owners do not have sufficient equity at risk for the entity to finance its activities without additional
subordinated financial support or, as a group, the equity holders lack the power, through voting rights, to direct the activities that
most significantly impact the entity's financial performance, the obligation to absorb the entity's expected losses or rights to expected
residual returns. As the general partner of HEP, we have the sole ability to direct the activities of HEP that most significantly impact
HEP's financial performance, and therefore as HEP's primary beneficiary, we consolidate HEP.
In 2019, HEP Cushing LLC, a wholly-owned subsidiary of HEP, and Plains Marketing, L.P., a wholly-owned subsidiary of Plains
All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC. Cushing Connect
Pipeline & Terminal LLC and its two subsidiaries, Cushing Connect Pipeline and Cushing Connect Terminal are each VIE's because
they do not have sufficient equity at risk to finance their activities without additional financial support. HEP is the primary
beneficiary of two of these entities as HEP is constructing and will operate the Cushing Connect Pipeline, and HEP has more
ability to direct the activities that most significantly impact the financial performance of Cushing Connect Pipeline & Terminal
LLC and Cushing Connect Pipeline.Therefore, HEP consolidates these two entities. HEP is not the primary beneficiary of Cushing
Connect Terminal, which HEP accounts for using the equity method of accounting.
Use of Estimates: The preparation of financial statements in accordance with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from
those estimates.
Cash Equivalents: We consider all highly liquid instruments with a maturity of three months or less at the date of purchase to be
cash equivalents. Cash equivalents are stated at cost, which approximates market value and are primarily invested in highly-rated
instruments issued by government or municipal entities with strong credit standings.
Balance Sheet Offsetting: We purchase and sell inventories of crude oil with certain same-parties that are net settled in accordance
with contractual net settlement provisions. Our policy is to present such balances on a net basis since it presents our accounts
receivables and payables consistent with our contractual settlement provisions.
Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum
industry. Credit is extended based on our evaluation of the customer's financial condition, and in certain circumstances collateral,
such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well
as specific accounts identified as high risk, which historically have been minimal. Credit losses are charged to the allowance for
doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was $4.5 million at December 31,
2019 and $3.6 million at December 31, 2018.
Accounts receivable attributable to crude oil resales generally represent the sale of excess crude oil to other purchasers and / or
users in cases when our crude oil supplies are in excess of our immediate needs as well as certain reciprocal buy / sell exchanges
of crude oil. At times we enter into such buy / sell exchanges to facilitate the delivery of quantities to certain locations. In many
cases, we enter into net settlement agreements relating to the buy / sell arrangements, which may mitigate credit risk.
Inventories: Inventories related to our refining operations are stated at the lower of cost, using the last-in, first-out (“LIFO”)
method for crude oil and unfinished and finished refined products, or market. Cost, consisting of raw material, transportation and
conversion costs, is determined using the LIFO inventory valuation methodology and market is determined using current
replacement costs. Under the LIFO method, the most recently incurred costs are charged to cost of sales and inventories are valued
at the earliest acquisition costs. In periods of rapidly declining prices, LIFO inventories may have to be written down to market
value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method may
result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with
LIFO inventory costs generated in prior periods. An actual valuation of inventory under the LIFO method is made at the end of
each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management's estimates
of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.
Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the first-in, first-out
("FIFO") method, or net realizable value.
Inventories consisting of process chemicals, materials and maintenance supplies and renewable identification numbers ("RINs")
are stated at the lower of weighted-average cost or net realizable value.
68
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Leases: At inception, we determine if an arrangement is or contains a lease. Right-of-use (“ROU”) assets represent our right to
use an underlying asset for the lease term and lease liabilities represent our payment obligation under the leasing arrangement.
ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the
lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of
our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized
basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when
readily determinable.
Operating leases are recorded in operating lease right-of-use assets and current and noncurrent operating lease liabilities on our
consolidated balance sheet. Finance leases are included in properties, plants and equipment and accrued liabilities and other long-
term liabilities on our consolidated balance sheet.
Our lease term includes an option to extend the lease when it is reasonably certain that we will exercise that option. Leases with
a term of 12 months or less are not recorded on our balance sheet and lease expense is accounted for on a straight-line basis. For
certain equipment leases, we apply a portfolio approach for the operating lease ROU assets and liabilities. Also, as a lessee, we
separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment
obligations. In addition, HEP, as a lessor, does not separate the non-lease (service) component in contracts in which the lease
component is the dominant component. HEP treats these combined components as an operating lease.
Derivative Instruments: All derivative instruments are recognized as either assets or liabilities in our consolidated balance sheets
and are measured at fair value. Changes in the derivative instrument's fair value are recognized in earnings unless specific hedge
accounting criteria are met. See Note 14 for additional information.
Properties, Plants and Equipment: Properties, plants and equipment are stated at cost. Depreciation is provided by the straight-
line method over the estimated useful lives of the assets, primarily 15 to 32 years for refining, pipeline and terminal facilities, 10
to 40 years for buildings and improvements, 5 to 30 years for other fixed assets and 5 years for vehicles.
Asset Retirement Obligations: We record legal obligations associated with the retirement of long-lived assets that result from the
acquisition, construction, development and / or the normal operation of long-lived assets. The fair value of the estimated cost to
retire a tangible long-lived asset is recorded as a liability with the associated retirement costs capitalized as part of the asset's
carrying amount in the period in which it is incurred and when a reasonable estimate of the fair value of the liability can be made.
If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is
available to estimate the liability's fair value. Certain of our refining assets have no recorded liability for asset retirement obligations
since the timing of any retirement and related costs are currently indeterminable.
Our asset retirement obligations were $35.9 million and $28.7 million at December 31, 2019 and 2018, respectively, which are
included in “Other long-term liabilities” in our consolidated balance sheets. Accretion expense was insignificant for the years
ended December 31, 2019, 2018 and 2017.
Intangibles, Goodwill and Long-lived Assets: Intangible assets are assets (other than financial assets) that lack physical substance,
and goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed.
Goodwill acquired in a business combination and intangibles with indefinite useful lives are not amortized, whereas intangible
assets with finite useful lives are amortized on a straight-line basis. Goodwill and intangible assets that are not subject to amortization
are tested for impairment annually or more frequently if an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative
assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the
fair value of the reporting unit is greater than its carrying amount, a quantitative test is performed in which we estimate the fair
value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting
unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of the reporting unit over the related
fair value. The carrying amount of our intangible assets and goodwill may fluctuate from period to period due to the effects of
foreign currency translation adjustments on goodwill and intangible assets assigned to our Lubricants and Specialty Products
segment.
69
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Our long-lived assets principally consist of our refining assets that are organized as refining asset groups and the assets of our
Lubricants and Specialty Products asset groups. The refinery asset groups also constitute our individual refinery reporting units
that are used for testing and measuring goodwill impairments. Our long-lived assets are evaluated for impairment by identifying
whether indicators of impairment exist and if so, assessing whether the long-lived assets are recoverable from estimated future
undiscounted cash flows. The actual amount of impairment loss measured, if any, is equal to the amount by which the asset group’s
carrying value exceeds its fair value.
See Note 11 for additional information regarding our goodwill and long-lived assets including impairment charges recorded during
the years ended December 31, 2019 and 2017.
Equity Method Investments: We account for investments in which we have a noncontrolling interest, yet have significant influence
over the entity, using the equity method of accounting, whereby we record our pro-rata share of earnings, and contributions to and
distributions from joint ventures as adjustments to our investment balance. HEP has a 50% interest in Osage Pipe Line Company,
LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas (the “Osage Pipeline”) and a 50% interest
in Cheyenne Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne
Pipeline”). HEP also accounts for Cushing Connect Terminal, a subsidiary of the Cushing Connect Pipeline & Terminal LLC joint
venture, using the equity method of accounting, as HEP does not have the ability to direct the activities that most significantly
impact the entity. As of December 31, 2019, HEP's underlying equity and recorded investment balances in the joint ventures are
$90.8 million and $120.1 million respectively. The differences are being amortized as adjustments to HEP's pro-rata share of
earnings in the joint ventures.
Revenue Recognition: Revenues on refined product and excess crude oil sales are recognized when delivered (via pipeline, in-
tank or rack) and the customer obtains control of such inventory, which is typically when title passes and the customer is billed.
All revenues are reported inclusive of shipping and handling costs billed and exclusive of any taxes billed to customers. Shipping
and handling costs incurred are reported as cost of products sold.
Our lubricants and specialty products business has sales agreements with marketers and distributors that provide certain rights of
return or provisions for the repurchase of products previously sold to them. Under these agreements, revenues and cost of revenues
are deferred until the products have been sold to end customers. Our lubricants and specialty products business also has agreements
that create an obligation to deliver products at a future date for which consideration has already been received and recorded as
deferred revenue. This revenue is recognized when the products are delivered to the customer.
HEP recognizes revenues as products are shipped through its pipelines and terminals and as other services are rendered. Additionally,
HEP has certain throughput agreements that specify minimum volume requirements, whereby HEP bills a customer for a minimum
level of shipments in the event a customer ships below their contractual requirements. If there are no future performance obligations,
HEP recognizes these deficiency payments as revenue. In certain of these throughput agreements, a customer may later utilize
such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual
shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and
later recognized as revenue based on estimated future shipping levels, including the likelihood of a customer’s ability to utilize
such amounts prior to the end of the contractual shortfall make-up period. HEP recognizes the service portion of these deficiency
payments as revenue when HEP does not expect it will be required to satisfy these performance obligations in the future based on
the pattern of rights exercised by the customer. Payment terms under our contracts with customers are consistent with industry
norms and are typically payable within 30 days of the date of invoice.
Cost Classifications: Costs of products sold include the cost of crude oil, other feedstocks, blendstocks and purchased finished
products, inclusive of transportation costs. 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 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 cost. Operating expenses
include direct costs of labor, maintenance materials and services, utilities and other direct operating costs. Selling, general and
administrative expenses include compensation, professional services and other support costs.
70
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Deferred Maintenance Costs: Our refinery units require regular major maintenance and repairs which are commonly referred to
as “turnarounds.” Catalysts used in certain refinery processes also require regular “change-outs.” The required frequency of the
maintenance varies by unit and by catalyst, but generally is every two to five years. Turnaround costs are deferred and amortized
over the period until the next scheduled turnaround. Other repairs and maintenance costs are expensed when incurred. Deferred
turnaround and catalyst amortization expense was $141.9 million, $110.9 million and $112.9 million for the years ended
December 31, 2019, 2018 and 2017, respectively.
Environmental Costs: Environmental costs are charged to operating expenses if they relate to an existing condition caused by
past operations and do not contribute to current or future revenue generation. We have ongoing investigations of environmental
matters at various locations and routinely assess our recorded environmental obligations, if any, with respect to such matters.
Liabilities are recorded when site restoration and environmental remediation, cleanup and other obligations are either known or
considered probable and can be reasonably estimated. Such estimates are undiscounted and require judgment with respect to costs,
time frame and extent of required remedial and clean-up activities and are subject to periodic adjustments based on currently
available information. Recoveries of environmental costs through insurance, indemnification arrangements or other sources are
included in other assets to the extent such recoveries are considered probable.
Contingencies: We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters.
We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of
probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis
of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in
approach such as a change in settlement strategy in dealing with these matters.
Foreign Currency Translation: Assets and liabilities recorded in foreign currencies are translated into U.S. dollars using exchange
rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange
rates during the period presented. Foreign currency translation adjustments are recorded as a component of accumulated other
comprehensive income.
In connection with our PCLI acquisition on February 1, 2017, we issued intercompany notes to initially fund certain of our foreign
businesses. Remeasurement adjustments resulting from the conversion of such intercompany financing amounts to functional
currencies are recorded as gains and losses as a component of other income (expense) in the income statement. Such adjustments
are not recorded to the Lubricants and Specialty Products segment operations, but to Corporate and Other. See Note 20 for additional
information on our segments.
Income Taxes: Provisions for income taxes include deferred taxes resulting from temporary differences in income for financial
and tax purposes, using the liability method of accounting for income taxes. The liability method requires the effect of tax rate
changes on deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also
requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized.
Potential interest and penalties related to income tax matters are recognized in income tax expense. We believe we have appropriate
support for the income tax positions taken and to be taken on our income tax returns and that our accruals for tax liabilities are
adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied
to the facts of each matter.
Inventory Repurchase Obligations: We periodically enter into same-party sell / buy transactions, whereby we sell certain refined
product inventory and subsequently repurchase the inventory in order to facilitate delivery to certain locations. Such sell / buy
transactions are accounted for as inventory repurchase obligations under which proceeds received under the initial sell is recognized
as inventory repurchase obligations that are subsequently reversed when the inventories are repurchased. For the years ended
December 31, 2019, 2018 and 2017, we received proceeds of $52.1 million, $51.2 million and $47.4 million and subsequently
repaid $49.2 million, $52.5 million and $49.8 million, respectively, under these sell / buy transactions.
71
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Accounting Pronouncements - Recently Adopted
Goodwill Impairment Testing
In January 2017, Accounting Standard Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill Impairment,” was issued
amending the testing for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill
impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. We
adopted this standard effective in the second quarter of 2019, and the adoption of this standard resulted in no change to the amount
of goodwill impairment recorded in the second quarter of 2019.
Leases
In February 2016, ASU 2016-02, “Leases,” was issued requiring leases to be measured and recognized as a lease liability, with a
corresponding ROU asset on the balance sheet. We adopted this standard effective January 1, 2019 using the optional transition
method, whereby comparative prior period financial information will not be restated and will continue to be reported under the
lease accounting standard in effect during those periods. We also elected practical expedients provided by the new standard,
including the package of practical expedients, whereby we did not reassess lease classification or initial indirect lease cost under
the new standard. In addition, we elected to exclude short-term leases, which at inception have a lease term of 12 months or less,
from the amounts recognized on our balance sheet. In addition, HEP elected an expedient whereby a lessor does not have to separate
non-lease (service) components from lease components under certain contracts. Under this expedient, HEP treated the combined
components of its leases with third parties (i.e., the contracts that are not eliminated upon consolidation of HEP by HFC) as an
operating lease in which the dominant component was a lease in accordance with ASC 842. Upon adoption of this standard, we
recognized $433.4 million of lease liabilities and corresponding ROU assets on our consolidated balance sheet. Adoption of this
standard did not have a material impact on our results of operations or cash flows. In addition, upon our acquisition of Sonneborn
on February 1, 2019, we recognized $15.6 million of lease liabilities and corresponding ROU assets.
Accounting Pronouncements - Not Yet Adopted
Credit Losses Measurement
In June 2016, ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” was issued requiring measurement of all
expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on
historical experience, current conditions and reasonable and supportable forecasts. This standard is effective January 1, 2020, and
our preliminary review of historic and expected credit losses indicates the amount of expected credit losses upon adoption would
not be materially different from the current allowance for doubtful accounts balance.
NOTE 2: Acquisitions
Sonneborn
On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the capital stock of Sonneborn. The
acquisition closed on February 1, 2019. Sonneborn is a producer of specialty hydrocarbon chemicals such as white oils, petrolatums
and waxes with manufacturing facilities in the United States and Europe.
Aggregate consideration totaled $701.6 million and consisted of $662.7 million in cash paid at acquisition, net of cash acquired.
This transaction was accounted for as a business combination using the acquisition method of accounting, with the purchase price
allocated to the fair value of the acquired Sonneborn assets and liabilities as of the February 1 acquisition date, with the excess
purchase price recorded as goodwill assigned to our Lubricants and Specialty Products segment.
72
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The following summarizes our valuation of the Sonneborn assets and liabilities acquired on February 1, 2019:
Cash and cash equivalents
Accounts receivable and other current assets
Inventories
Properties, plants and equipment
Goodwill
Intangibles and other noncurrent assets
Accounts payable and accrued liabilities
Deferred income tax liabilities
Other long-term liabilities
(In millions)
38.9
58.4
81.0
168.2
282.3
231.5
(47.9)
(83.0)
(27.8)
701.6
$
$
The purchase price allocation resulted in the recognition of $282.3 million in goodwill, which relates to the established workforce
and global market presence of the acquired business as well as the expected synergies to be gained upon combining with our
existing operations to form an expanded lubricants and specialty products business. This goodwill is not deductible for income
tax purposes.
Intangibles include customer relationships, trademarks, patents and technical know-how totaling $214.6 million that are being
amortized on a straight-line basis over a 12-year period.
Our consolidated financial and operating results reflect the Sonneborn operations beginning February 1, 2019. Our results of
operations include revenue and income before income taxes of $340.3 million and $5.1 million, respectively, for the period from
February 1, 2019 through December 31, 2019 related to these operations.
The following unaudited pro forma information for the years ended December 31, 2019 and 2018 presents the revenues and
operating income for our Lubricants and Specialty Products segment assuming the acquisition of Sonneborn had occurred as of
January 1, 2018. The proforma effects on consolidated HFC revenue and operating income are not material.
Sales and other revenues
Operating income (1)
Years Ended December 31,
2019
2018
(In thousands)
$
$
2,124,778
$
(116,254) $
2,195,690
99,371
(1) The year ended December 31, 2019, includes goodwill impairment of $152.7 million from the PCLI reporting unit
of our Lubricants and Specialty Products segment. See Note 11 for additional information on this goodwill impairment.
Red Giant Oil
On July 10, 2018, we entered into a definitive agreement to acquire Red Giant Oil, a privately-owned lubricants company. The
acquisition closed on August 1, 2018. Cash consideration paid was $54.2 million. Red Giant Oil is one of the largest suppliers of
locomotive engine oil in North America and is headquartered in Council Bluffs, Iowa.
This transaction was accounted for as a business combination using the acquisition method of accounting, with the purchase price
allocated to the fair value of the acquired Red Giant Oil assets and liabilities as of the August 1 acquisition date, with the excess
purchase price recorded as goodwill assigned to our Lubricants and Specialty Products segment. This goodwill is deductible for
income tax purposes. Fair values are as follows: current assets $14.4 million, properties and equipment $21.3 million, intangible
assets $9.7 million, goodwill $10.8 million and current liabilities $2.0 million.
73
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
PCLI
On October 29, 2016, we entered into a share purchase agreement with Suncor to acquire 100% of the outstanding capital stock
of PCLI. The acquisition closed on February 1, 2017. Cash consideration paid was $862.1 million, or $1.125 billion Canadian
dollars. PCLI is located in Mississauga, Ontario, Canada and is a producer of lubricant products such as base oils, white oils,
specialty products and finished lubricants. The operations of our Petro-Canada Lubricants business also include marketing of these
products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States, Europe
and China.
Aggregate consideration totaled $906.7 million and consists of $862.1 million in cash paid to Suncor at acquisition, a closing date
working capital settlement of $30.6 million that was paid to Suncor in the second quarter of 2017, an accrued payable in the amount
of $7.4 million, and $6.6 million representing a portion of the fair value of replacement restricted stock unit awards issued to PCLI
employees that relate to pre-acquisition services.
This transaction was accounted for as a business combination using the acquisition method of accounting, with the purchase price
allocated to the fair value of the acquired PCLI assets and liabilities as of the February 1 acquisition date, with the excess purchase
price recorded as goodwill assigned to our Lubricants and Specialty Products segment. This goodwill is not deductible for income
tax purposes. Fair values are as follows: cash and cash equivalents $21.6 million, current assets $333.4 million, properties, plants
and equipment $438.0 million, goodwill $194.8 million, intangibles and other noncurrent assets $124.3 million, current liabilities
$87.4 million and deferred income tax and other long-term liabilities $118.0 million.
We incurred $24.2 million, $3.6 million and $27.9 million, for the years ended December 31, 2019, 2018 and 2017, respectively,
in incremental direct integration and regulatory costs that principally relate to legal, advisory, regulatory and other professional
fees and are presented as selling, general and administrative expenses.
NOTE 3: Leases
We have operating and finance leases for land, buildings, pipelines, storage tanks, transportation and other equipment for our
operations. Our leases have remaining terms of one to 60 years, some of which include options to extend the leases for up to 10
years. Certain of our leases for pipeline assets include provisions for variable payments which are based on a measure of throughput
and also contain a provision for the lessor to adjust the rate per barrel periodically over the life of the lease. These variable costs
are not included in the initial measurement of ROU assets and lease liabilities.
The following table presents the amounts and balance sheet locations of our operating and financing leases recorded on our
consolidated balance sheet.
Operating leases:
Operating lease right-of-use assets
Operating lease liabilities
Noncurrent operating lease liabilities
Total operating lease liabilities
Finance leases:
Properties, plants and equipment, at cost
Accumulated amortization
Properties, plants and equipment, net
Accrued liabilities
Other long-term liabilities
Total finance lease liabilities
74
December 31, 2019
(In thousands)
$
$
$
$
$
$
467,109
104,415
364,420
468,835
13,406
(6,233)
7,173
1,567
5,163
6,730
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Supplemental balance sheet information related to our leases was as follows:
Weighted average remaining lease term (in years)
Operating leases
Finance leases
Weighted average discount rate
Operating leases
Finance leases
The components of lease expense were as follows:
Operating lease expense
Finance lease expense:
Amortization of right-of-use assets
Interest on lease liabilities
Variable lease cost
Total lease expense
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
December 31, 2019
7.2
8.1
4.0%
5.2%
Year Ended
December 31, 2019
(In thousands)
$
$
112,770
1,543
334
4,449
119,096
Year Ended
December 31, 2019
(In thousands)
$
$
$
$
116,980
334
1,551
121,750
As of December 31, 2019, minimum future lease payments of our operating and finance lease obligations were as follows:
2020
2021
2022
2023
2024
2025 and thereafter
Future minimum lease payments
Less: imputed interest
Total lease obligations
Less: current obligations
Long-term lease obligations
Operating
Finance
(In thousands)
121,511
102,480
87,344
72,751
49,901
124,612
558,599
89,764
468,835
104,415
364,420
$
$
2,128
1,304
1,056
1,110
626
2,255
8,479
1,749
6,730
1,567
5,163
$
$
75
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
As of December 31, 2019, we have entered into certain leases that have not yet commenced. Such leases include a 15-year lease
for plant equipment, with estimated future lease payments of $6.8 million, expected to commence in the second quarter of 2020,
and a 5-year lease for office equipment, with estimated future lease payments of $0.4 million, expected to commence in the first
quarter of 2020.
Our consolidated income statement reflects lease revenue recognized by HEP for contracts with third parties in which HEP is
the lessor. Lease income recognized for the year ended December 31, 2019 was $33.2 million for operating leases.
Annual minimum undiscounted lease payments in which HEP is a lessor to third-party contracts as of December 31, 2019 were
as follows:
2020
2021
2022
2023
2024
Thereafter
Total
(In thousands)
18,839
12,794
11,377
11,248
11,248
2,812
68,318
$
$
The following are disclosures related to periods prior to our adoption of ASC 842.
We leased certain office and storage facilities, rail cars and other equipment under long-term operating leases, most of which
contained renewal options. At December 31, 2018, the minimum future rental commitments under operating leases having non-
cancellable lease terms in excess of one year were as follows:
2019
2020
2021
2022
2023
Thereafter
Total
(In thousands)
104,362
92,491
84,581
70,874
61,063
88,206
501,577
$
$
Rental expense charged to operations was $84.1 million and $95.7 million for the years ended December 31, 2018 and 2017,
respectively.
NOTE 4: Holly Energy Partners
HEP is a publicly held master limited partnership that owns and operates logistic assets consisting of petroleum product and crude
oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and
marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Delek US Holdings,
Inc's (“Delek”) refinery in Big Spring, Texas. Additionally, as of December 31, 2019 HEP owns a 75% interest in UNEV Pipeline,
LLC (“UNEV”), the owner of a pipeline running from Woods Cross, Utah to Las Vegas, Nevada (the “UNEV Pipeline”) and
associated product terminals; a 50% ownership interest in each of Osage Pipeline Company, LLC, the owner of a pipeline running
from Cushing, Oklahoma to El Dorado, Kansas (the “Osage Pipeline”); Cheyenne Pipeline, LLC, the owner of a pipeline running
from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne Pipeline”) and Cushing Connect Pipeline & Terminal LLC
(“Cushing Connect”), the owner of a crude oil storage terminal in Cushing, Oklahoma and a to-be-constructed pipeline that will
run from Cushing, Oklahoma to our Tulsa Refineries.
76
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
At December 31, 2019, we owned a 57% limited partner interest and a non-economic general partner interest in HEP. As the general
partner of HEP, we have the sole ability to direct the activities that most significantly impact HEP's financial performance, and
therefore as HEP's primary beneficiary, we consolidate HEP.
HEP has two primary customers (including us) and generates revenues by charging tariffs for transporting petroleum products and
crude oil though its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and by storing and
providing other services at its storage tanks and terminals. Under our long-term transportation agreements with HEP (discussed
further below), we accounted for 77% of HEP’s total revenues for the year ended December 31, 2019. We do not provide financial
or equity support through any liquidity arrangements and / or debt guarantees to HEP.
HEP has outstanding debt under a senior secured revolving credit agreement and its senior notes. HEP’s creditors have no recourse
to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 13 for
a description of HEP’s debt obligations.
HEP has risk associated with its operations. If a major customer of HEP were to terminate its contracts or fail to meet desired
shipping or throughput levels for an extended period of time, revenue would be reduced and HEP could suffer substantial losses
to the extent that a new customer is not found. In the event that HEP incurs a loss, our operating results will reflect HEP’s loss,
net of intercompany eliminations, to the extent of our ownership interest in HEP at that point in time.
Cushing Connect Joint Venture
On October 2, 2019, HEP Cushing LLC, a wholly-owned subsidiary of HEP, and Plains Marketing, L.P., a wholly-owned subsidiary
of Plains, formed a 50/50 joint venture, Cushing Connect, for (i) the development and construction of a new 160,000 barrel per
day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that will connect the Cushing, Oklahoma crude oil hub
to our Tulsa Refineries and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the
“Cushing Connect Terminal”). The Cushing Connect Terminal is expected to be placed in service during the second quarter of
2020, and the Cushing Connect Pipeline is expected to be placed in service during the first quarter of 2021. Long-term commercial
agreements have been entered into to support the Cushing Connect assets.
Cushing Connect will contract with an affiliate of HEP to manage the construction and operation of the Cushing Connect Pipeline
and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect
will be shared proportionately among the partners, and HEP estimates its share of the cost of the Cushing Connect Terminal
contributed by Plains and Cushing Connect Pipeline construction costs are approximately $65.0 million.
SLC Pipeline and Frontier Pipeline
On October 31, 2017, HEP acquired the remaining 75% interest in SLC Pipeline LLC, the owner of a pipeline that serves refineries
in the Salt Lake City, Utah area (the “SLC Pipeline”), and the remaining 50% interest in Frontier Aspen LLC, the owner of a
pipeline running from Wyoming to Frontier Station, Utah (the “Frontier Pipeline”), from subsidiaries of Plains for cash consideration
of $250.0 million.
These acquisitions were accounted for as a business combination achieved in stages. HEP’s preexisting equity method investments
in SLC Pipeline LLC and Frontier Aspen LLC were remeasured at an acquisition date fair value of $112.0 million, since HEP
acquired a controlling interest, and a gain was recognized on the remeasurement of $36.3 million in the fourth quarter of 2017.
The fair value of HEP's preexisting equity method investments in SLC Pipeline LLC and Frontier Aspen LLC was estimated using
Level 3 inputs under the income method for these entities, adjusted for lack of control and marketability.
The total consideration of $363.8 million, consisting of cash consideration of $250.0 million and the fair value of HEP's preexisting
equity method investments in SLC Pipeline LLC and Frontier Aspen LLC of $112.0 million, and working capital adjustments of
$1.8 million, was allocated to the acquisition date fair value of assets and liabilities acquired as of the October 31, 2017 acquisition
date, with the excess purchase price recorded as goodwill. Fair values were as follows: cash and cash equivalents $4.6 million,
current assets $5.2 million, properties and equipment $275.0 million, intangible assets $70.2 million, goodwill $13.8 million and
current liabilities $5.0 million.
77
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Transportation Agreements
HEP serves our refineries under long-term pipeline, terminal and tankage throughput agreements and refinery processing tolling
agreements expiring from 2021 through 2036. Under these agreements, we pay HEP fees to transport, store and process throughput
volumes of refined products, crude oil and feedstocks on HEP's pipelines, terminals, tankage, loading rack facilities and refinery
processing units that result in minimum annual payments to HEP including UNEV (a consolidated subsidiary of HEP). Under
these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the
percentage change in Producer Price Index or Federal Energy Regulatory Commission index. As of December 31, 2019, these
agreements result in minimum annualized payments to HEP of $348.1 million.
Our transactions with HEP and fees paid under our transportation agreements with HEP and UNEV are eliminated and have no
impact on our consolidated financial statements.
Incentive Distribution Rights Simplification Agreement
On October 31, 2017, we closed on an equity restructuring transaction with HEP pursuant to which our incentive distribution rights
were canceled and our 2% general partner interest in HEP was converted into a non-economic general partner interest in HEP. In
consideration, we received 37,250,000 HEP common units. In addition, we agreed to waive $2.5 million of limited partner cash
distributions for each of twelve consecutive quarters beginning with the first quarter the units issued were eligible to receive
distributions as consideration.
HEP Private Placement Agreements
On January 25, 2018, HEP entered into a common unit purchase agreement in which certain purchasers agreed to purchase in a
private placement 3,700,000 HEP common units, representing limited partner interests, at a price of $29.73 per common unit. The
private placement closed on February 6, 2018, at which time HEP received proceeds of $110.0 million, which were used to repay
indebtedness under the HEP Credit Agreement.
HEP Common Unit Continuous Offering Program
In May 2016, HEP established a continuous offering program under which HEP may issue and sell common units from time to
time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. During the year ended
December 31, 2019, HEP did not issue any common units under this program. As of December 31, 2019, HEP has issued 2,413,153
common units under this program, providing $82.3 million in gross proceeds.
As a result of these transactions and resulting HEP ownership changes, we adjusted additional capital and equity attributable to
HEP's noncontrolling interest holders to reallocate HEP's equity among its unitholders.
NOTE 5: Revenues
Substantially all revenue-generating activities relate to sales of refined product and excess crude oil inventories sold at market
prices (variable consideration) under contracts with customers. Additionally, we have revenues attributable to HEP logistics services
provided under petroleum product and crude oil pipeline transportation, processing, storage and terminalling agreements with third
parties.
78
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Disaggregated revenues are as follows:
Revenues by type
Refined product revenues
Transportation fuels (1)
Specialty lubricant products (2)
Asphalt, fuel oil and other products (3)
Total refined product revenues
Excess crude oil revenues (4)
Transportation and logistic services
Other revenues (5)
Total sales and other revenues
Refined product revenues by market
United States
Mid-Continent
Southwest
Rocky Mountains
Northeast
Canada
Europe, Asia and Latin America
Total refined product revenues
Years Ended December 31,
2019
2018
(In thousands)
2017
$
$
$
$
12,952,899
1,864,450
1,025,663
15,843,012
1,470,148
121,027
52,391
17,486,578
$
$
13,326,654
1,636,859
985,234
15,948,747
1,597,321
108,412
60,186
17,714,666
$
$
11,056,038
1,415,842
743,394
13,215,274
891,756
77,225
67,044
14,251,299
2019
Years Ended December 31,
2018
(In thousands)
2017
8,424,191
3,621,273
2,208,541
578,932
721,169
288,906
15,843,012
$
$
8,427,200
3,772,278
2,476,044
339,407
732,321
201,497
15,948,747
$
$
7,099,754
2,952,224
2,055,221
259,840
673,842
174,393
13,215,274
(1) Transportation fuels consist of gasoline, diesel and jet fuel.
(2) Specialty lubricant products consist of base oil, waxes, finished lubricants and other specialty fluids.
(3) Asphalt, fuel oil and other products revenue include revenues attributable to our Refining and Lubricants and Specialty
Products segments of $808.9 million and $216.8 million, respectively, for the year ended December 31, 2019, $822.6
million and $162.6 million, respectively, for the year ended December 31, 2018, and $565.2 million and $178.2 million,
respectively, for the year ended December 31, 2017.
(4) Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our
refineries.
(5) Other revenues are principally attributable to our Refining segment.
Our consolidated balance sheet reflects contract liabilities related to unearned revenues attributable to future service obligations
under HEP’s third-party transportation agreements and production agreements from the acquisition of Sonneborn on February 1,
2019. The following table presents changes to contract liabilities for the years ended December 31, 2019 and 2018:
Balance at January 1
Sonneborn acquisition
Increase
Recognized as revenue
Balance at December 31
Years Ended December 31,
2018
2019
(In thousands)
$
$
132
6,463
26,751
(28,694)
4,652
$
$
179
—
6,748
(6,795)
132
79
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
As of December 31, 2019, we have long-term contracts with customers that specify minimum volumes of gasoline, diesel, lubricants
and specialty products to be sold ratably at market prices through 2024. Such volumes are typically nominated in the month
preceding delivery and delivered ratably throughout the following month. Future prices are subject to market fluctuations and
therefore, we have elected the exemption to exclude variable consideration under these contracts under Accounting Standards
Codification 606-10-50-14A. Aggregate minimum volumes expected to be sold (future performance obligations) under our long-
term product sales contracts with customers are as follows:
Refined product sales volumes (barrels)
21,051
14,622
(In thousands)
12,775
24,465
72,913
2020
2021
2022
Thereafter
Total
Additionally, HEP has long-term contracts with third-party customers that specify minimum volumes of product to be transported
through its pipelines and terminals that result in fixed-minimum annual of revenues through 2025. Annual minimum revenues
attributable to HEP’s third-party contracts as of December 31, 2019 are presented below:
HEP contractual minimum revenues
$
29,536
$
22,822
2020
2021
2022
(In thousands)
13,267
$
Thereafter
Total
$
25,308
$
90,933
We have no customers which had accounted for over 10% of our annual revenues for the years ended December 31, 2019, 2018
or 2017.
NOTE 6:
Fair Value Measurements
Our financial instruments measured at fair value on a recurring basis consist of derivative instruments and RINs credit obligations.
Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability,
including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:
•
•
•
(Level 1) Quoted prices in active markets for identical assets or liabilities.
(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and
liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable
market data.
(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.
80
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The carrying amounts of derivative instruments and RINs credit obligations at December 31, 2019 and 2018 were as follows:
Financial Instrument
December 31, 2019
Assets:
Commodity price swaps
Commodity forward contracts
Total assets
Liabilities:
NYMEX futures contracts
Foreign currency forward contracts
Commodity price swaps
Commodity forward contracts
Total liabilities
Financial Instrument
December 31, 2018
Assets:
NYMEX futures contracts
Foreign currency forward contracts
Commodity price swaps
Commodity forward contracts
Total assets
Liabilities:
Commodity price swaps
Commodity forward contracts
RINs credit obligations (1)
Total liabilities
Carrying
Amount
Fair Value by Input Level
Level 1
Level 2
Level 3
(In thousands)
$
$
$
$
$
$
$
$
13,455
4,133
17,588
2,578
6,722
1,230
3,685
14,215
Carrying
Amount
2,473
25,956
10,817
1,034
40,280
956
1,137
4,084
6,177
$
$
$
$
$
$
$
$
— $
—
— $
2,578
—
—
—
2,578
$
$
13,455
4,133
17,588
$
$
— $
6,722
1,230
3,685
11,637
$
Fair Value by Input Level
Level 1
Level 2
Level 3
(In thousands)
2,473
—
—
—
2,473
$
$
— $
—
—
— $
— $
25,956
10,817
1,034
37,807
956
1,137
4,084
6,177
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) Represent obligations for RINs credits for which we did not have sufficient quantities at December 31, 2018 to satisfy our
Environmental Protection Agency (“EPA”) regulatory blending requirements.
Level 1 Financial Instruments
Our NYMEX futures contracts are exchange traded and are measured and recorded at fair value using quoted market prices, a
Level 1 input.
Level 2 Financial Instruments
Derivative instruments consisting of foreign currency forward contracts, commodity price swaps and forward sales and purchase
contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the commodity price swap contracts is
based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap
agreements. The measurements are computed using market-based observable input and quoted forward commodity prices with
respect to our commodity price swaps. RINs credit obligations are valued based on current market RINs prices. The fair value of
foreign currency forward contracts are based on values provided by a third party, which were derived using market quotes for
similar type instruments, a Level 2 input.
81
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
NOTE 7: Earnings Per Share
Basic earnings per share is calculated as net income attributable to HollyFrontier stockholders divided by the average number of
shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares
from restricted shares and performance share units. The following is a reconciliation of the denominators of the basic and diluted
per share computations for net income attributable to HollyFrontier stockholders:
Net income attributable to HollyFrontier stockholders
Participating securities’ (restricted stock) share in earnings
Net income attributable to common shares
Average number of shares of common stock outstanding
Effect of dilutive variable restricted shares and performance share units (1)
Average number of shares of common stock outstanding assuming
dilution
Basic earnings per share
Diluted earnings per share
$
$
$
$
2019
Years Ended December 31,
2018
(In thousands, except per share data)
2017
772,388
1,034
771,354
166,287
1,098
167,385
$
$
$
$
1,097,960
3,714
1,094,246
175,009
1,652
805,395
5,047
800,348
176,174
1,022
176,661
177,196
4.64
4.61
$
$
6.25
6.19
$
$
4.54
4.52
543
(1) Excludes anti-dilutive restricted and performance share units of:
302
238
NOTE 8:
Stock-Based Compensation
We have a principal share-based compensation plan (the “Long-Term Incentive Compensation Plan”). The compensation cost
charged against income for the plan was $41.5 million, $39.0 million and $39.8 million for the years ended December 31, 2019,
2018 and 2017, respectively. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting
is to expense the costs ratably over the vesting periods.
Additionally, HEP maintains a share-based compensation plan for Holly Logistic Services, L.L.C.'s non-employee directors and
certain executives and employees. Compensation cost attributable to HEP’s share-based compensation plan was $2.5 million, $3.2
million and $2.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Restricted Stock and Restricted Stock Units
Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock unit awards,
which are payable in stock or cash and generally vest over a period of three years. We previously granted restricted stock to certain
officers and key employees with awards vesting over a period of three years. Certain restricted stock unit award recipients have
the right to receive dividends, however, restricted stock units do not have any other rights of absolute ownership. Restricted stock
award recipients are generally entitled to all the rights of absolute ownership of the restricted shares from the date of grant including
the right to vote the shares and to receive dividends. Upon vesting, restrictions on the restricted stock and restricted stock units
lapse at which time they convert to common shares or cash. In addition, we grant non-employee directors restricted stock unit
awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock and restricted
stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective
vesting period. We account for forfeitures on an estimated basis.
82
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
A summary of restricted stock and restricted stock unit activity during the year ended December 31, 2019 is presented below:
Restricted Stock and Restricted Stock Units
Grants
Weighted
Average Grant
Date Fair
Value
Aggregate
Intrinsic Value
($000)
Outstanding at January 1, 2019
Granted
Vested
Forfeited
Converted from performance share units
Outstanding at December 31, 2019
$
1,196,914
661,329
$
(739,613) $
(60,234) $
$
43,385
$
1,101,781
46.81
52.62
41.74
46.30
35.80
53.30
$
55,871
For the years ended December 31, 2019, 2018 and 2017, restricted stock and restricted stock units vested having a grant date fair
value of $30.9 million, $30.0 million and $24.9 million, respectively. For the years ended December 31, 2018 and 2017, we granted
restricted stock units having a weighted average grant date fair value of $64.96 and $35.02, respectively. As of December 31,
2019, there was $36.2 million of total unrecognized compensation cost related to non-vested restricted stock unit grants. That cost
is expected to be recognized over a weighted-average period of 1.5 years. For the years ended December 31, 2019 and 2018, we
paid $1.7 million and $0.1 million, respectively, in cash equal to the value of the stock award on the vest date, to certain employees
to settle 32,648 and 2,481, respectively, restricted stock units. No restricted stock units were settled in cash in 2017.
Performance Share Units
Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees performance share units,
which are payable in stock or cash upon meeting certain criteria over the service period, and generally vest over a period of three
years. Under the terms of our performance share unit grants, awards are subject to “financial performance” and “market
performance” criteria. Financial performance is based on our financial performance compared to a peer group of independent
refining companies, while market performance is based on the relative standing of total shareholder return achieved by HollyFrontier
compared to peer group companies. The number of shares ultimately issued or cash paid under these awards can range from zero
to 200% of target award amounts.
A summary of performance share unit activity and changes during the year ended December 31, 2019 is presented below:
Performance Share Units
Outstanding at January 1, 2019
Granted
Vested
Forfeited
Converted to restricted stock units
Outstanding at December 31, 2019
Grants
662,431
177,428
(427,715)
(11,046)
(25,510)
375,588
For the year ended December 31, 2019, we issued 592,602 shares of common stock, representing a 200% payout on vested
performance share units having a grant date fair value of $7.3 million. For the years ended December 31, 2018 and 2017, we issued
common stock upon the vesting of the performance share units having a grant date fair value of $8.8 million and $6.6 million,
respectively. As of December 31, 2019, there was $11.7 million of total unrecognized compensation cost related to non-vested
performance share units having a grant date fair value of $58.50 per unit. That cost is expected to be recognized over a weighted-
average period of 2.1 years. In addition, for the year ended December 31, 2019, 131,414 shares of common stock, representing
target payout on performance share units having a grant date fair value of $8.9 million, vested and will be settled in 2020.
83
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
NOTE 9:
Inventories
Inventory consists of the following components:
Crude oil
Other raw materials and unfinished products(1)
Finished products(2)
Lower of cost or market reserve
Process chemicals(3)
Repairs and maintenance supplies and other (4)
Total inventory
December 31,
2019
2018
(In thousands)
489,169
394,045
639,938
(240,363)
36,786
154,627
1,474,202
$
$
503,705
360,124
662,713
(360,138)
31,413
156,562
1,354,379
$
$
(1) Other raw materials and unfinished products include feedstocks and blendstocks, other than crude.
(2) Finished products include gasolines, jet fuels, diesels, lubricants, asphalts, LPG’s and residual fuels.
(3) Process chemicals include additives and other chemicals.
(4) Includes RINs
Our inventories that are valued at the lower of LIFO cost or market reflect a valuation reserve of $240.4 million and $360.1 million
at December 31, 2019 and 2018, respectively. The December 31, 2018 market reserve of $360.1 million was reversed due to the
sale of inventory quantities that gave rise to the 2018 reserve. A new market reserve of $240.4 million was established as of
December 31, 2019 based on market conditions and prices at that time. The effect of the change in the lower of cost or market
reserve was a decrease to cost of products sold totaling $119.8 million for the year ended December 31, 2019 , an increase of
$136.3 million for the year ended December 31, 2018 and a decrease of $108.7 million for the year ended December 31, 2017.
At December 31, 2019, 2018 and 2017, the LIFO value of inventory, net of the lower of cost or market reserve, was equal to current
costs.
During the three months ended September 30, 2019, the EPA granted the Cheyenne Refinery and the Woods Cross Refinery each
a one-year small refinery exemption from the Renewable Fuel Standard (“RFS”) program requirements for the 2018 calendar year
end. As a result, the Cheyenne Refinery’s and the Woods Cross Refinery’s gasoline and diesel production are not subject to the
Renewable Volume Obligation (“RVO”) for 2018. In the third quarter of 2019, we increased our inventory of RINs and reduced
our cost of products sold by $36.6 million representing the net cost of the RINs charge to cost of products sold in 2018, less the
loss incurred for selling 2018 vintage RINs in excess of those which we can use subject to the 20% carryover limit.
During the three months ended June 30, 2018, the EPA granted the Woods Cross Refinery a one-year small refinery exemption
from the RFS program requirements for the 2017 calendar year end. As a result, the Woods Cross Refinery’s gasoline and diesel
production are not subject to the RVO for 2017. In the second quarter of 2018, we increased our inventory of RINs and reduced
our cost of products sold by $25.3 million, representing the net cost of the Woods Cross Refinery’s RINs charge to cost of products
sold in 2017, less the loss incurred for selling 2017 vintage RINs in excess of those which we can use subject to the 20% carryover
limit.
During the three months ended March 31, 2018, the EPA granted the Cheyenne Refinery a one-year small refinery exemption from
the RFS program requirements for the 2015 and 2017 calendar years end. As a result, the Cheyenne Refinery’s gasoline and diesel
production are not subject to the RVO for those years. At the date we received the 2017 Cheyenne Refinery exemption, we had
not yet retired RINs to satisfy the 2017 RVO, which we intended to satisfy, in part, with 2016 vintage RINs subject to the 20%
carryover limit. In the first quarter of 2018, we increased our inventory of RINs and reduced our cost of products sold by $37.9
million, representing the net cost of the Cheyenne Refinery’s RINs charged to cost of products sold in 2017, less the loss incurred
from selling 2016 vintage RINs prior to their expiration in 2018.
84
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
In the first quarter of 2018, the EPA provided us 2018 vintage RINs to replace the RINs previously retired to meet the Cheyenne
Refinery’s 2015 RVO. In the first quarter of 2018, we increased our inventory of RINs and reduced our cost of products sold by
$33.8 million representing the fair value of the 2018 replacement RINs obtained from the Cheyenne Refinery’s exemption of its
2015 RVO.
In May 2017, the EPA granted the Cheyenne Refinery a one-year small refinery exemption from the RFS program requirements
for the 2016 calendar year. As a result, the Cheyenne Refinery’s gasoline and diesel production are not subject to the RVO for
2016. In September 2017, the EPA reinstated the RINs previously retired to meet our Cheyenne Refinery’s 2016 RVO. The cost
of the RINs used earlier to satisfy the Cheyenne Refinery’s 2016 RVO of $30.5 million was charged to cost of products sold in
2016. In the second quarter of 2017, we increased our inventory of RINs and reduced our cost of products sold by this amount,
representing the cost of the RINs that were reinstated as a result of the RFS exemption received by the Cheyenne Refinery.
Additionally, in December 2017, the EPA granted the Woods Cross Refinery a one-year small refinery exemption from the RFS
program requirements for the 2016 calendar year. In the fourth quarter of 2017, we increased our inventory of RINs and reduced
our cost of products sold in the amount of $27.3 million, representing the cost of the RINs reinstated as a result of the RFS exemption
received by the Woods Cross Refinery.
Various subsidiaries of HollyFrontier moved to intervene in four lawsuits brought by renewable fuel interest groups against the
EPA in federal courts alleging violations of the Renewable Fuel Standard under the Clean Air Act and challenging the EPA’s
handling of small refinery exemptions. We intervened to vigorously defend the EPA’s position on small refinery exemptions because
we believe the EPA correctly applied applicable law to the matters at issue. The U.S. Court of Appeals for the DC Circuit dismissed
one of these four lawsuits on November 12, 2019 for lack of jurisdiction. On January 24, 2020, the U.S. Court of Appeals for the
10th Circuit vacated the small refinery exemptions granted to two of our refineries for 2016 and remanded the case to the EPA for
further proceedings. It is not clear at this time what steps the EPA will take with respect to our 2016 small refinery exemptions,
and we are unable to estimate costs we may incur, if any, at this time. It is also not clear how the case will impact future small
refinery exemptions. It is too early to assess whether the remaining two cases are expected to have any impact on us.
NOTE 10: Properties, Plants and Equipment
The components of properties, plants and equipment are as follows:
Land, buildings and improvements
Refining facilities
Pipelines and terminals
Transportation vehicles
Other fixed assets
Construction in progress
Accumulated depreciation
December 31,
2019
2018
(In thousands)
447,547
4,258,764
1,775,657
27,214
540,953
187,162
7,237,297
(2,414,585)
4,822,712
$
$
455,508
4,034,546
1,729,994
20,311
296,843
243,778
6,780,980
(2,098,446)
4,682,534
$
$
We capitalized interest attributable to construction projects of $2.5 million, $4.8 million and $5.0 million for the years ended
December 31, 2019, 2018 and 2017, respectively.
Depreciation expense was $334.2 million, $309.0 million and $286.5 million for the years ended December 31, 2019, 2018 and
2017, respectively.
85
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
NOTE 11: Goodwill, Long-lived Assets and Intangibles
Goodwill and long-lived assets
As of December 31, 2019, our goodwill balance was $2.4 billion. During 2019, we recognized $282.3 million in goodwill as a
result of our Sonneborn acquisition, all of which has been assigned to our Lubricants and Specialty Products segment. See Note
20 for additional information on our segments. The carrying amount of our goodwill may fluctuate from period to period due to
the effects of foreign currency translation adjustments on goodwill assigned to our Lubricants and Specialty Products segment.
The following is a summary of our goodwill by segment:
Balance at December 31, 2018
Goodwill
Accumulated impairment losses
Additional goodwill acquired
Current year impairment losses
Current year adjustments
Foreign currency translation adjustment
Balance at December 31, 2019
Goodwill
Accumulated impairment losses
Lubricants
and
Specialty
Products
Refining
HEP
Total
(In thousands)
$
$ 2,042,790
(309,318)
1,733,472
$
198,734
—
198,734
$
314,229
—
314,229
2,555,753
(309,318)
2,246,435
—
—
—
—
282,273
(152,712)
—
(733)
—
—
(1,356)
—
282,273
(152,712)
(1,356)
(733)
2,042,790
(309,318)
$ 1,733,472
$
480,274
(152,712)
327,562
$
312,873
—
312,873
$
2,835,937
(462,030)
2,373,907
During the second quarter of 2019, we performed interim goodwill impairment testing of the PCLI reporting unit included in our
Lubricants and Specialty Products segment. We elected to perform this interim assessment due to the recent reorganization of our
reporting unit structure within the Lubricants and Specialty Products segment, combined with the identification of events and
circumstances which were indicators of potential goodwill impairment at PCLI, including recent declines in gross margins to
lower than historic levels. These recent lower gross margins are in the base oil market which is largely attributed to the increase
in global supply of base oils with a current outlook for continued near-term softness.
Our interim goodwill impairment testing was performed as of May 31, 2019. The estimated fair values of our goodwill reporting
units within our Lubricants and Specialty Products segment were derived using a combination of both income and market
approaches. The income approach reflects expected future cash flows based on estimated future production volumes, selling prices,
gross margins, operating costs and capital expenditures. Our market approach includes both the guideline public company and
guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like-
kind assets. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 6 for further
discussion of Level 3 inputs.
As a result of our impairment testing, we determined that the carrying value of the PCLI reporting unit’s goodwill within our
Lubricants and Specialty Products segment was fully impaired and a goodwill impairment charge of $152.7 million was recorded.
Our testing did not identify any other impairments.
We performed our annual goodwill impairment testing as of July 1, 2019 and determined there was no additional impairment of
goodwill attributable to our reporting units. There was no impairment of goodwill during the years ended December 31, 2018 and
2017.
86
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
In 2017, we incurred long-lived asset impairment charges totaling $23.2 million, including $19.2 million of construction-in-
progress that primarily related to engineering work for a planned expansion to add lubricants production capabilities at our Woods
Cross Refinery as we concluded to no longer pursue for various reasons including our recent acquisition of PCLI. The remaining
$4.0 million in charges relate to property, plant and equipment that we expensed in the form of accelerated depreciation in the
income statement.
There was no impairment of long-lived assets during the years ended December 31, 2019 and 2018.
Intangibles
The carrying amounts of our intangible assets presented in “Intangibles and other” in our consolidated balance sheet are as follows:
Customer relationships
Transportation agreements
Trademarks, patents and other
Accumulated amortization
Total intangibles, net
Useful Life
2019
2018
December 31
10 - 20 years
30 years
10 - 20 years
$
$
(In thousands)
245,479
59,933
154,863
460,275
(86,768)
373,507
$
$
91,941
59,933
83,326
235,200
(52,834)
182,366
Amortization expense was $33.8 million, $16.6 million and $9.1 million for the years ended December 31, 2019, 2018 and
2017, respectively and expected to approximate $33.8 million for each of the next five years.
NOTE 12: Environmental
We expensed $11.2 million, $14.8 million and $13.1 million for the years ended December 31, 2019, 2018 and 2017, respectively,
for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was
$117.7 million and $110.2 million at December 31, 2019 and 2018, respectively, of which $95.6 million and $93.8 million,
respectively, were classified as other long-term liabilities. These accruals include remediation and monitoring costs expected to
be incurred over an extended period of time (up to 30 years for certain projects). The amount of our accrued liability included
$4.9 million of environmental obligations assumed in connection with our February 1, 2019 Sonneborn acquisition. Estimated
liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can
be reasonably estimated.
NOTE 13: Debt
HollyFrontier Credit Agreement
We have a $1.35 billion senior unsecured revolving credit facility maturing in February 2022 (the “HollyFrontier Credit
Agreement”). The HollyFrontier Credit Agreement may be used for revolving credit loans and letters of credit from time to time
and is available to fund general corporate purposes. At December 31, 2019, we were in compliance with all covenants, had no
outstanding borrowings and had outstanding letters of credit totaling $4.9 million under the HollyFrontier Credit Agreement.
Indebtedness under the HollyFrontier Credit Agreement bears interest, at our option at either a) an alternate base rate (as defined
in the credit agreement) plus an applicable margin of (ranging from 0.125% - 1.000%), b) LIBOR plus an applicable margin
(ranging from 1.125% to 2.000%), or c) Canadian Dealer Offered Rate plus an applicable margin (ranging from 1.125% to 2.000%)
for Canadian dollar denominated borrowings.
87
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
HEP Credit Agreement
HEP has a $1.4 billion senior secured revolving credit facility maturing in July 2022 (the “HEP Credit Agreement”) and is available
to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general partnership purposes.
It is also available to fund letters of credit up to a $50 million sub-limit and has a $300 million accordion. During the year ended
December 31, 2019, HEP received advances totaling $365.5 million and repaid $323.0 million under the HEP Credit Agreement.
At December 31, 2019, HEP was in compliance with all of its covenants, had outstanding borrowings of $965.5 million and no
outstanding letters of credit under the HEP Credit Agreement.
Indebtedness under the HEP Credit Agreement bears interest, at HEP's option, at either a reference rate announced by the
administrative agent plus an applicable margin or at a rate equal to LIBOR plus an applicable margin. In each case, the applicable
margin is based upon the ratio of HEP’s funded debt to earnings before interest, taxes, depreciation and amortization (as defined
in the HEP Credit Agreement). The weighted average interest rates in effect on HEP’s Credit Agreement borrowings was 4.24%
for both December 31, 2019 and 2018.
HEP’s obligations under the HEP Credit Agreement are collateralized by substantially all of HEP’s assets and are guaranteed by
HEP's material wholly-owned subsidiaries. Any recourse to the general partner would be limited to the extent of HEP Logistics
Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other
assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.
HollyFrontier Senior Notes
HFC's 5.875% senior notes ($1 billion aggregate principal amount maturing April 2026) (the “HollyFrontier Senior Notes”) are
unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and
unsubordinated indebtedness.
HollyFrontier Financing Arrangements
In December 2018, certain of our wholly-owned subsidiaries entered into financing arrangements whereby such subsidiaries sold
a portion of their precious metals catalyst to a financial institution and then leased back the precious metals catalyst in exchange
for total cash received of $32.5 million. The volume of the precious metals catalyst and the lease rate are fixed over the one-year
term of each lease, and the lease payments are recorded as interest expense. The leases mature on February 1, 2021. Upon maturity,
we must either satisfy the obligation at fair market value or refinance to extend the maturity. These financing arrangements are
recorded at a Level 2 fair value totaling $40.0 million at December 31, 2019 and included in “Accrued liabilities” in our consolidated
balance sheets. See Note 6 for additional information on Level 2 inputs.
HEP Senior Notes
In July 2016 and September 2017, HEP issued $400 million and $100 million, respectively, in aggregate principal amount of 6.0%
HEP senior notes maturing in August 2024 in a private placement. HEP used the net proceeds to repay indebtedness under the
HEP Credit Agreement.
On February 4, 2020, HEP closed a private placement of $500 million in aggregate principal amount of 5.0% HEP senior unsecured
notes maturing in February 2028. On February 5, 2020, HEP redeemed its existing $500 million 6.0% senior notes at a redemption
cost of $522.5 million. HEP will record any early extinguishment losses associated with this redemption during the first quarter
of 2020. HEP funded the $522.5 million redemption with proceeds from the issuance of its 5.0% senior notes and borrowing under
the HEP Credit Agreement.
HEP's 5.0% senior notes (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations
on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into
transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by either
Moody’s or Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants.
Additionally, HEP has certain redemption rights under the HEP Senior Notes.
In January 2017, HEP redeemed its $300 million aggregate principal amount of 6.5% senior notes maturing March 2020 at a
redemption cost of $309.8 million, at which time HEP recognized a $12.2 million early extinguishment loss consisting of a $9.8
million debt redemption premium and unamortized discount and financing costs of $2.4 million. HEP funded the redemption with
borrowings under the HEP Credit Agreement.
88
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Indebtedness under the HEP Senior Notes is guaranteed by HEP’s wholly-owned subsidiaries. HEP’s creditors have no recourse
to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.
The carrying amounts of long-term debt are as follows:
HollyFrontier 5.875% Senior Notes
Principal
Unamortized discount and debt issuance costs
HEP Credit Agreement
HEP 6% Senior Notes
Principal
Unamortized discount and debt issuance costs
Total HEP long-term debt
Total long-term debt
The fair values of the senior notes are as follows:
HollyFrontier senior notes
HEP senior notes
December 31,
2019
2018
(In thousands)
$
$
1,000,000
(6,391)
993,609
1,000,000
(7,360)
992,640
965,500
923,000
500,000
(3,469)
496,531
500,000
(4,100)
495,900
1,462,031
1,418,900
$
2,455,640
$
2,411,540
December 31,
2019
2018
(In thousands)
$
$
1,127,610
522,045
$
$
1,019,160
488,310
These fair values are based on a Level 2 input. See Note 6 for additional information on Level 2 inputs.
Principal maturities of long-term debt as of December 31, 2019 are as follows:
Years Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
(In thousands)
$
$
—
—
965,500
—
500,000
1,000,000
2,465,500
89
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
NOTE 14: Derivative Instruments and Hedging Activities
Commodity Price Risk Management
Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined
products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative
contracts in the form of commodity price swaps, forward purchase and sales and futures contracts to mitigate price exposure with
respect to our inventory positions, natural gas purchases, sales prices of refined products and crude oil costs.
Foreign Currency Risk Management
We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative
contracts in the form of foreign exchange forward and foreign exchange swap contracts to mitigate the exposure associated with
fluctuations on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar.
Accounting Hedges
We have swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas and to lock in basis
spread differentials on forecasted purchases of crude oil. We also periodically have forward sales contracts that lock in the prices
of future sales of crude oil and refined product. These contracts have been designated as accounting hedges and are measured at
fair value with offsetting adjustments (gains/losses) recorded directly to other comprehensive income. These fair value adjustments
are later reclassified to earnings as the hedging instruments mature.
The following table presents the pre-tax effect on other comprehensive income (“OCI”) and earnings due to fair value adjustments
and maturities of hedging instruments under hedge accounting:
Derivatives Designated
as Cash Flow Hedging
Instruments
Net Unrealized Gain (Loss)
Recognized in OCI
Years Ended December 31,
2019
2018
2017
Gain (Loss) Reclassified into Earnings
Income Statement
Location
Years Ended December 31,
2019
2018
2017
Commodity contracts
$
(5,349) $
11,221
$
14,538 Sales and other revenues
$
(In thousands)
Interest rate contracts (1)
Total
—
(5,349) $
—
11,221
$
(91)
14,447
$
Cost of products sold
Operating expenses
Interest expense
$
(1,799) $
22,876
(1,364)
—
19,713
$
(5,093) $
—
(962)
—
(6,055) $
7,836
(299)
(19,244)
179
(11,528)
(1) HEP used interest rate swap contracts to manage its exposure to interest rate risk, which matured in July 2017.
Economic Hedges
We have commodity contracts including contracts to lock in basis spread differentials on forecasted purchases of crude oil, swap
contracts to lock in the crack spread of WTI and gasoline, NYMEX futures contracts to lock in prices on forecasted purchases and
sales of inventory and forward purchase and sell contracts that serve as economic hedges (derivatives used for risk management,
but not designated as accounting hedges). We also have forward currency contracts to fix the rate of foreign currency. In addition,
our catalyst financing arrangements discussed in Note 13 could require repayment under certain conditions based on the future
pricing of platinum, which is an embedded derivative. These contracts are measured at fair value with offsetting adjustments (gains/
losses) recorded directly to income.
90
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The following table presents the pre-tax effect on income due to maturities and fair value adjustments of our economic hedges:
Derivatives Not Designated as
Hedging Instruments
Commodity contracts
Foreign currency contracts
Gain (Loss) Recognized in Earnings
Years Ended December 31,
Income Statement Location
2019
Cost of products sold
Operating expenses
Interest expense
$
2018
(In thousands)
16,655
—
(198)
$
(8,475) $
—
(6,427)
Gain on foreign currency transactions
Gain on foreign currency swap contracts (1)
(17,430)
—
41,834
—
Total
$
(32,332) $
58,291
$
2017
(12,327)
(6,697)
—
—
24,545
5,521
(1) Relates to Canadian currency swap contracts that settled on February 1, 2017 and effectively fixed the conversion rate on our
PCLI purchase price.
As of December 31, 2019, we have the following notional contract volumes related to outstanding derivative instruments:
Derivatives designated as hedging instruments:
Natural gas price swaps - long
Crude oil price swaps (basis spread) - long
Derivatives not designated as hedging instruments:
NYMEX futures (WTI) - short
Crude oil price swaps (basis spread) - long
Forward gasoline and diesel contracts - long
Foreign currency forward contracts
Forward commodity contracts (platinum)
Notional Contract Volumes by
Year of Maturity
Total
Outstanding
Notional
2020
2021
Unit of
Measure
3,600,000
4,758,000
1,800,000
4,758,000
1,800,000 MMBTU
— Barrels
1,365,000
1,464,000
1,251,200
434,340,348
41,147
1,365,000
1,464,000
1,251,200
434,340,348
—
— Barrels
— Barrels
— Barrels
— U. S. dollar
41,147 Troy ounces
91
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The following table presents the fair value and balance sheet locations of our outstanding derivative instruments. These amounts
are presented on a gross basis with offsetting balances that reconcile to a net asset or liability position in our consolidated balance
sheets. We present on a net basis to reflect the net settlement of these positions in accordance with provisions of our master netting
arrangements.
Derivatives in Net Asset Position
Derivatives in Net Liability Position
Gross
Liabilities
Offset in
Balance Sheet
Gross Assets
Net Assets
Recognized in
Balance Sheet
Gross
Liabilities
Gross Assets
Offset in
Balance Sheet
(In thousands)
Net
Liabilities
Recognized in
Balance Sheet
December 31, 2019
Derivatives designated as cash flow hedging instruments:
Commodity price swap
contracts
$
$
7,526
7,526
$
$
(1,784) $
(1,784) $
5,742
5,742
$
$
1,230
1,230
$
$
— $
— $
Derivatives not designated as cash flow hedging instruments:
— $
— $
— $
2,578
$
— $
NYMEX futures contracts
Commodity price swap
contracts
Commodity forward contracts
Foreign currency forward
contracts
$
$
Total net balance
7,713
4,133
—
11,846
$
Balance sheet classification:
Prepayment and other
—
—
—
— $
$
$
$
7,713
4,133
—
11,846
17,588
17,588
—
17,588
—
3,685
6,722
12,985
$
$
—
—
—
— $
Accrued liabilities
Other long-term liabilities
$
$
$
1,230
1,230
2,578
—
3,685
6,722
12,985
14,215
12,985
1,230
14,215
Derivatives in Net Asset Position
Derivatives in Net Liability Position
Gross
Liabilities
Offset in
Balance Sheet
Gross Assets
Net Assets
Recognized in
Balance Sheet
Gross
Liabilities
Gross Assets
Offset in
Balance Sheet
(In thousands)
Net
Liabilities
Recognized in
Balance Sheet
December 31, 2018
Derivatives designated as cash flow hedging instruments:
Commodity price swap
contracts
$
$
11,790
11,790
$
$
(973) $
(973) $
Derivatives not designated as cash flow hedging instruments:
NYMEX futures contracts
Commodity forward contracts
Foreign currency forward
contracts
$
$
2,473
1,034
25,956
29,463
$
$
Total net balance
Balance sheet classification:
Prepayments and other
Intangibles and other
— $
—
—
— $
$
$
$
92
$
$
$
$
10,817
10,817
2,473
1,034
25,956
29,463
40,280
37,982
2,298
40,280
1,755
1,755
$
$
(799) $
(799) $
— $
1,137
—
1,137
$
— $
—
—
— $
Accrued liabilities
Other long-term liabilities
$
$
$
956
956
—
1,137
—
1,137
2,093
1,137
956
2,093
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
At December 31, 2019, we had a pre-tax net unrealized gain of $4.5 million classified in accumulated other comprehensive income
that relates to all accounting hedges having contractual maturities through 2021. Assuming commodity prices remain unchanged,
an unrealized gain of $5.7 million will be effectively transferred from accumulated other comprehensive income into the statement
of income as the hedging instruments contractually mature over the next twelve-month period.
NOTE 15: Income Taxes
The provision for income taxes is comprised of the following:
Current
Federal
State
Foreign
Deferred
Federal
State
Foreign
2019
Years Ended December 31,
2018
(In thousands)
2017
$
$
187,134
29,547
3,805
77,916
26,073
(25,323)
299,152
$
$
$
239,566
40,788
(10,080)
46,434
27,845
2,690
347,243
$
102,786
2,760
19,597
(156,767)
28,527
(9,282)
(12,379)
The statutory federal income tax rate applied to pre-tax book income reconciles to income tax expense (benefit) as follows:
Tax computed at statutory rate
Effect of the Tax Cuts and Jobs Act
State income taxes, net of federal tax benefit
Domestic production activities deduction
Noncontrolling interest in net income
Effect of nondeductible goodwill impairment charge
Other
2019
Years Ended December 31,
2018
(In thousands)
2017
$
$
246,013
—
47,259
—
(25,494)
32,069
(695)
299,152
$
$
320,138
(7,800)
56,936
—
(20,215)
—
(1,816)
347,243
$
$
304,102
(307,101)
21,343
(9,937)
(29,357)
—
8,571
(12,379)
93
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. Our deferred income tax assets and liabilities as
of December 31, 2019 and 2018 are as follows:
Assets
December 31, 2019
Liabilities
(In thousands)
Total
Deferred income taxes
Properties, plants and equipment (due primarily to tax in excess of
book depreciation)
Lease obligation
Accrued employee benefits
Accrued post-retirement benefits
Accrued environmental costs
Hedging instruments
Inventory differences
Deferred turnaround costs
Net operating loss and tax credit carryforwards
Investment in HEP
Valuation allowance
Other
Total
Deferred income taxes
Properties, plants and equipment (due primarily to tax in excess of
book depreciation)
Accrued employee benefits
Accrued post-retirement benefits
Accrued environmental costs
Hedging instruments
Inventory differences
Deferred turnaround costs
Net operating loss and tax credit carryforwards
Investment in HEP
Valuation allowance
Other
Total
$
— $
(809,966) $
120,435
13,635
11,027
28,708
—
—
—
22,912
—
—
5,475
202,192
—
—
—
—
(2,439)
(43,500)
(135,920)
—
(95,037)
(4,600)
—
$
(1,091,462) $
(809,966)
120,435
13,635
11,027
28,708
(2,439)
(43,500)
(135,920)
22,912
(95,037)
(4,600)
5,475
(889,270)
Assets
December 31, 2018
Liabilities
(In thousands)
Total
— $
15,395
8,482
29,937
—
—
—
13,702
—
—
—
67,516
$
(577,133) $
—
—
—
(4,099)
(22,518)
(87,360)
—
(94,587)
(3,100)
(1,295)
(790,092) $
(577,133)
15,395
8,482
29,937
(4,099)
(22,518)
(87,360)
13,702
(94,587)
(3,100)
(1,295)
(722,576)
$
$
$
We have Kansas income tax credits of $6.8 million that can be carried forward for 16 tax years. We have an $18.4 million net
operating loss in Luxembourg that we do not anticipate utilizing. We have reflected a valuation allowance of $4.6 million in 2019
and $3.1 million in 2018 related to net operating carry forwards that we do not anticipate utilizing, primarily in Luxembourg. We
also have a $30.9 million net operating loss in Canada that can be carried forward for 20 years. We expect to fully utilize this loss.
94
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Tax Cuts and Jobs Act
The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduced the U.S. federal corporate tax rate
from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were
previously deferred and created new taxes on certain foreign sourced earnings. At December 31, 2017, we had not completed our
accounting for the tax effects of enactment of the Act; however, in certain cases, as described below, we made a reasonable estimate
of the effects on our existing deferred tax balances, the one-time transition tax and related matters. For the items for which a
reasonable estimate had been made, we recognized a provisional tax benefit amount of $307.1 million, which was included as a
component of the income tax provision in 2017.
For the year ended December 31, 2018, we completed the analysis of the accounting for the tax effects for which provisional
adjustments were made during the fourth quarter of 2017, resulting in our recording during 2018 of an additional tax benefit of
$7.8 million. These adjustments to the previously recorded provisional amounts included the effects on existing deferred tax
balances, the one-time transition tax and deferred U.S. taxes on foreign subsidiaries earnings and profits.
Deferred Tax Assets and Liabilities: For the year ended December 31, 2017, we remeasured certain deferred tax assets and
liabilities based upon the rates at which they are expected to reverse in the future, which is generally 25%.
Foreign Tax Effects: The one-time transition tax was based on our foreign subsidiaries’ earnings and profits (“E&P”) arising
primarily from our acquisition of PCLI in 2017. This E&P was previously deferred from U.S. income taxes at 35% plus the effect
of U.S. state income tax, or together generally 38%. We previously provided deferred U.S. taxes for the repatriation of these
deferred amounts. At December 31, 2017, we recorded a provisional amount for our one-time transition tax liability of $6.5 million
for our foreign subsidiaries at 15.5% plus the effect of state income tax, or together generally 20%, as we had not yet completed
our calculation of the total foreign E&P for these foreign subsidiaries. In the course of preparing our U.S. federal income tax return
during 2018, this amount changed slightly upon finalizing the calculation of foreign E&P previously deferred from U.S. federal
taxation. Additional income taxes were provided for the remaining outside basis difference inherent in these entities at 21% plus
the effect of U.S. state income tax, or together generally 25% as these amounts were not considered to be indefinitely reinvested
in foreign operations for which we provided deferred taxes of $1.4 million.
At December 31, 2018, our accounting for these provisional amounts related to foreign tax effects was completed. Our one-time
transition tax calculation was finalized during 2018 and the resulting liability determined to be $6.6 million.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance at January 1
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Balance at December 31
$
$
—
2,893
(24)
56,621
Years Ended December 31,
2019
2018
(In thousands)
53,752
$
53,752
$
2017
22,137
31,615
—
—
—
—
—
$
53,752
$
53,752
At December 31, 2019, 2018 and 2017, there were $56.6 million, $53.8 million, and $53.8 million, respectively, of unrecognized
tax benefits that, if recognized, would affect our effective tax rate. Unrecognized tax benefits are adjusted in the period in which
new information about a tax position becomes available or the final outcome differs from the amount recorded.
The 2017 additions to unrecognized tax benefits relates to claims filed with the IRS on the federal income tax treatment of refundable
biodiesel/ethanol blending tax credits for certain prior years. The issues related to the claims are complex and uncertain, and we
cannot conclude that it is more likely than not that we will sustain the claims. Therefore, no tax benefit has been recognized for
the filed claims. During the next 12 months, it is reasonably possible that an ultimate resolution regarding these claims could
reduce unrecognized tax benefits (due to a court ruling in favor of the IRS).
95
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
We recognize interest and penalties relating to liabilities for unrecognized tax benefits as an element of tax expense. We have not
recorded any penalties related to our uncertain tax positions as we believe that it is more likely than not that there will not be any
assessment of penalties.
We are subject to U.S. and Canadian federal income tax, Oklahoma, Kansas, New Mexico, Iowa, Arizona, Utah, Colorado and
Nebraska income tax and to income tax of multiple other state jurisdictions. We have substantially concluded all state and local
income tax matters for tax years through 2014. Other than the federal claim noted above, we have materially concluded all U.S.
federal income tax matters for tax years through December 31, 2016.
NOTE 16: Stockholders' Equity
Shares of our common stock outstanding and activity for the years ended December 31, 2019, 2018 and 2017 are presented below:
Common shares outstanding at January 1
Issuance of restricted stock, excluding restricted stock with
performance feature
Vesting of performance units
Vesting of restricted stock with performance feature
Forfeitures of restricted stock
Purchase of treasury stock (1)
Common shares outstanding at December 31
Years Ended December 31,
2018
2017
2019
172,121,491
177,407,622
177,345,266
—
592,602
412,465
(13,807)
(11,266,226)
161,846,525
—
115,596
543,396
(58,497)
(5,886,626)
172,121,491
55,626
138,374
350,063
(139,634)
(342,073)
177,407,622
(1) Includes 415,466, 369,255 and 342,073 shares, respectively, withheld under the terms of stock-based compensation agreements to
provide funds for the payment of payroll and income taxes due at the vesting of share-based awards, as well as other stock repurchases
under separate authority from our Board of Directors.
In November 2019, our Board of Directors approved a $1.0 billion share repurchase program, which replaced all existing share
repurchase programs, including $281.0 million remaining under the previously existing $1.0 billion share repurchase program.
This program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. The
timing and amount of stock repurchases will depend on market conditions and corporate, regulatory and other relevant
considerations. This program may be discontinued at any time by the Board of Directors. As of December 31, 2019, we had
remaining authorization to repurchase up to $1.0 billion under this stock repurchase program. In addition, we are authorized by
our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs.
During the years ended December 31, 2019, 2018 and 2017, we withheld shares of our common stock from certain employees in
the amounts of $21.9 million, $19.6 million and $15.9 million, respectively. These withholdings were made under the terms of
restricted stock and performance share unit agreements upon vesting, at which time, we concurrently made cash payments to fund
payroll and income taxes on behalf of officers and employees who elected to have shares withheld from vested amounts to pay
such taxes.
96
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
NOTE 17: Other Comprehensive Income (Loss)
The components and allocated tax effects of other comprehensive income are as follows:
Year Ended December 31, 2019
Net change in foreign currency translation adjustment
Net unrealized loss on hedging instruments
Net change in pension and other post-retirement benefit obligations
Other comprehensive income attributable to HollyFrontier
stockholders
Year Ended December 31, 2018
Net change in foreign currency translation adjustment
Net unrealized gain on hedging instruments
Net change in pension and other post-retirement benefit obligations
Other comprehensive loss attributable to HollyFrontier stockholders
Year Ended December 31, 2017
Net change in foreign currency translation adjustment
Net unrealized loss on marketable securities
Net unrealized gain on hedging instruments
Net change in pension and other post-retirement benefit obligations
Other comprehensive income
Less other comprehensive loss attributable to noncontrolling interest
Other comprehensive income attributable to HollyFrontier
stockholders
$
$
$
$
$
$
Before-Tax
Tax Expense
(Benefit)
(In thousands)
After-Tax
$
13,337
(5,349)
(7,207)
$
2,848
(1,365)
(1,853)
10,489
(3,984)
(5,354)
781
$
(370) $
1,151
(38,227) $
11,221
(1,507)
(28,513) $
22,151
$
(4) $
14,447
(5,807)
30,787
(57)
(8,064) $
2,857
(378)
(5,585) $
7,774
$
(1) $
5,613
(2,037)
11,349
—
(30,163)
8,364
(1,129)
(22,928)
14,377
(3)
8,834
(3,770)
19,438
(57)
$
30,844
$
11,349
$
19,495
97
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The following table presents the income statement line item effects for reclassifications out of accumulated other comprehensive
income (“AOCI”):
AOCI Component
Gain (Loss) Reclassified From AOCI
Income Statement Line Item
Years Ended December 31,
2019
2018
(In thousands)
2017
Hedging instruments:
Commodity price swaps
$
Interest rate swaps
(1,799) $
22,876
(1,364)
—
19,713
5,027
14,686
—
(5,093) $
—
(962)
—
(6,055)
(1,544)
(4,511)
—
7,836 Sales and other revenues
(299) Cost of products sold
(19,244) Operating expenses
Interest expense
179
(11,528)
(4,490)
(7,038) Net of tax
Income tax benefit
(74) Noncontrolling interest
Other post-retirement benefit obligations:
Post-retirement healthcare obligations
Retirement restoration plan
14,686
(4,511)
(7,112)
Net of tax and noncontrolling
interest
3,587
915
2,672
(6)
(2)
(4)
3,481
888
2,593
(27)
(7)
(20)
3,481 Other, net
1,347
2,134 Net of tax
Income tax expense
(17) Other, net
(7)
(10) Net of tax
Income tax benefit
Total reclassifications for the period
$
17,354
$
(1,938) $
(4,988)
Accumulated other comprehensive income in the equity section of our consolidated balance sheets includes:
Foreign currency translation adjustment
Unrealized loss on pension obligation
Unrealized gain on post-retirement benefit obligations
Unrealized gain on hedging instruments
Accumulated other comprehensive income
NOTE 18: Pension and Post-retirement Plans
Years Ended December 31,
2019
2018
$
$
(In thousands)
(2,187) $
(1,733)
15,333
3,361
14,774
$
(12,676)
(1,404)
20,358
7,345
13,623
In connection with our PCLI acquisition, we established employee benefit plans including union and non-union pension plans and
a post-retirement healthcare plan for PCLI employees that were previously covered under legacy Suncor plans and are closed to
new entrants. In September 2018, Suncor made a cash transfer to these newly established plans in accordance with our agreement.
Sonneborn employees in the Netherlands have a defined benefit pension plan which was frozen and all plan participants became
inactive in 2016. The plan assets are in the form of a third-party insurance contract that is valued based on the assets held by the
insurer and insures a value which approximates the accrued benefits related to the plan’s accumulated benefit obligation. At that
time, a new plan was established to provide future indexation benefits to participants who had accrued benefits under the expiring
arrangements.
98
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The following table sets forth the changes in the benefit obligation and plan assets of our PCLI pension plans for the years ended
December 31, 2019 and 2018, and for our Sonneborn Netherlands plans for the period February 1, 2019 to December 31, 2019:
Change in plans' benefit obligations
Pension plans benefit obligation - beginning of period
Acquisition of Sonneborn
Service cost
Interest cost
Actuarial loss
Benefits paid
Transfer from other plans
Foreign currency exchange rate changes
Pension plans benefit obligation - end of year
Change in pension plans assets
Fair value of plans assets - beginning of period
Acquisition of Sonneborn
Actual return on plans assets
Employer contributions
Benefits paid
Transfer payments
Foreign currency exchange rate changes
Fair value of plans assets - end of year
Funded status
Under-funded balance
Amounts recognized in consolidated balance sheets
Other long-term liabilities
Amounts recognized in accumulated other comprehensive income
Cumulative actuarial loss
Years Ended December 31,
2018
2019
(In thousands)
64,435
31,686
4,135
3,026
5,161
(1,132)
330
2,769
110,410
62,462
29,376
7,947
3,681
(1,132)
330
2,694
105,358
$
$
$
$
63,582
—
4,420
2,249
1,058
(1,429)
—
(5,445)
64,435
59,261
—
3,599
6,239
(1,429)
—
(5,208)
62,462
(5,052) $
(1,973)
(5,052) $
(1,973)
3,155
$
1,977
$
$
$
$
$
$
$
The accumulated benefit obligation was $100.5 million and $52.5 million at December 31, 2019 and 2018, respectively, which
are also the measurement dates used for our pension plans.
The weighted average assumptions used to determine end of period benefit obligations for the PCLI plan for the years ended
December 31, 2019 and 2018 were discount rates of 3.10% and 3.70%, respectively, and rates of future compensation increases
of 3.00% for each year. For the year ended December 31, 2019, the weighted average assumption used to determine end of period
benefit obligations for Sonneborn was a discount rate of 1.50%.
Net periodic pension expense consisted of the following components:
Years Ended December 31,
2018
2019
Service cost - benefit earned during the period
Interest cost on projected benefit obligations
Expected return on plans assets
Net periodic pension expense
$
$
99
$
(In thousands)
4,135
3,026
(3,840)
3,321
$
4,420
2,249
(3,464)
3,205
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The components, other than service cost, of our net periodic pension expense are recorded in Other, net in our consolidated
statements of income.
At December 31, 2019 and 2018, PCLI's pension plans assets were allocated as follows:
Asset Category
Canadian equities
Fixed income
Real estate and infrastructure
Other
Cash
Total
Percentage of Plan Assets at Year End
December 31,
2019
December 31,
2018
47%
29%
14%
9%
1%
100%
—%
—%
—%
—%
100%
100%
The equity investments are valued using quoted market prices, a Level 1 input. Fixed income, real estate and infrastructure and
other investments are valued using quoted market prices for similar type investments, a Level 2 input. See Note 6 for additional
information on Level 1 and 2 inputs.
The expected long-term rate of return on plan assets is 5.75% for the PCLI pension plan, and is based on a target investment mix
of 46% Canadian equities, 30% fixed income, 14% real estate and infrastructure and 10% other.
It is estimated that there will be no actuarial loss that will be amortized from accumulated other comprehensive income into net
periodic benefit expense in 2020.
We expect to contribute $3.6 million to the PCLI and Sonneborn pensions plans in 2020. Benefit payments, which reflect expected
future service, are expected to be paid as follows: $1.8 million in 2020, $2.1 million in 2021, $2.5 million in 2022, $2.9 million
in 2023, $3.2 million in 2024 and $21.7 million in 2025 to 2029.
Post-retirement Healthcare Plans
We have post-retirement healthcare and other benefits plans that are available to certain of our employees who satisfy certain age
and service requirements. These plans are unfunded and provide differing levels of healthcare benefits dependent upon hire date
and work location. Not all of our employees are covered by this plan at December 31, 2019.
100
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The following table sets forth the changes in the benefit obligation and plan assets of our post-retirement healthcare plans for the
years ended December 31, 2019 and 2018:
Change in plans' benefit obligation
Post-retirement plans' benefit obligation - beginning of year
Sonneborn acquisition
Service cost
Interest cost
Participant contributions
Benefits paid
Actuarial loss (gain)
Foreign currency exchange rate changes
Post-retirement plans' benefit obligation - end of year
Change in plan assets
Fair value of plan assets - beginning of year
Employer contributions
Participant contributions
Benefits paid
Fair value of plan assets - end of year
Funded status
Under-funded balance
Amounts recognized in consolidated balance sheets
Accrued liabilities
Other long-term liabilities
Amounts recognized in accumulated other comprehensive income
Cumulative actuarial (loss) gain
Prior service credit
Total
Years Ended December 31,
2019
2018
(In thousands)
26,880
877
1,582
1,029
—
(2,028)
2,412
521
31,273
$
$
— $
2,003
25
(2,028)
— $
29,499
—
1,648
938
178
(1,931)
(2,643)
(809)
26,880
—
1,676
255
(1,931)
—
(31,273) $
(26,880)
(1,817) $
(29,456)
(31,273) $
(197) $
21,992
21,795
$
(1,909)
(24,971)
(26,880)
2,379
25,473
27,852
$
$
$
$
$
$
$
$
$
Benefit payments, which reflect expected future service, are expected to be paid as follows: $1.8 million in 2020; $1.8 million in
2021; $1.9 million in 2022; $1.9 million in 2023; $2.0 million in 2024; and $9.8 million in 2025 through 2029.
The weighted average assumptions used to determine end of period benefit obligations:
Discount rate
Current health care trend rate
Ultimate health care trend rate
Year rate reaches ultimate trend rate
December 31,
2019
2018
2.94% - 3.20%
6.00% - 6.50%
4.50% - 5.00%
2022 - 2023
3.70% - 3.95%
6.50%
5.00%
2022 - 2028
101
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Net periodic post-retirement credit consisted of the following components:
Service cost – benefit earned during the year
Interest cost on projected benefit obligations
Amortization of prior service credit
Amortization of gain
Net periodic post-retirement credit
2019
Years Ended December 31,
2018
(In thousands)
2017
$
$
$
1,582
1,029
(3,481)
(106)
(976) $
$
1,648
938
(3,481)
—
(895) $
1,511
987
(3,481)
—
(983)
The components, other than service cost, of our net periodic post-retirement credit are recorded in Other, net in our consolidated
statements of income. Prior service credits are amortized over the average remaining effective period to obtain full benefit eligibility
for participants.
The effect of a 1% change in health care cost trend rates is as follows:
Service and interest costs
Year-end accumulated post-retirement benefit obligation
1% Point Increase
1% Point Decrease
$
$
(In thousands)
502
3,489
$
$
(396)
(2,990)
Retirement Restoration Plan
We have an unfunded retirement restoration plan that provides for additional payments from us so that total retirement plan benefits
for certain executives will be maintained at the levels provided in the retirement plan before the application of Internal Revenue
Code limitations. We expensed $0.1 million for each of the years ended December 31, 2019, 2018 and 2017 in connection with
this plan. The accrued liability reflected in the consolidated balance sheets was $2.4 million and $2.3 million at December 31,
2019 and 2018, respectively. As of December 31, 2019, the projected benefit obligation under this plan was $2.4 million. Annual
benefit payments of $0.2 million are expected to be paid through 2029, which reflect expected future service.
Defined Contribution Plans
We have defined contribution plans that cover substantially all qualified employees in the U.S, Canada and the Netherlands. Our
contributions are based on an employee's eligible compensation and years of service. We also partially match our employees’
contributions. We expensed $30.3 million, $19.1 million and $17.6 million for the years ended December 31, 2019, 2018 and
2017, respectively, in connection with this plan
NOTE 19: Contingencies and Contractual Commitments
We are a party to various litigation and legal proceedings which we believe, based on advice of counsel, will not either individually
or in the aggregate have a materially adverse effect on our financial condition, results of operations or cash flows.
We filed a business interruption claim with our insurance carriers related to a fire at our Woods Cross Refinery that occurred in
the first quarter 2018. As of December 31, 2019, we have collected interim payments totaling $56.0 million, but have not reached
a final agreement regarding the amounts owed to us pursuant to our business interruption coverage. We have accounted for this
claim as a gain contingency and accordingly, we have deferred revenue recognition for the interim payments received until such
time that uncertainties regarding the amounts owed to us have been resolved.
On January 24, 2020, the small refinery exemptions granted to two of our refineries for 2016 were vacated by the U.S. Court of
Appeals for the 10th Circuit, and the case was remanded to the EPA for further proceedings. It is not clear at this time what steps
the EPA will take, and we are unable to estimate costs we may incur, if any, at this time. See Note 9 for additional information.
102
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Contractual Commitments
We have various long-term agreements (entered in the normal course of business) to purchase crude oil, natural gas, feedstocks
and other resources to ensure we have adequate supplies to operate our refineries. The substantial majority of our purchase
obligations are based on market prices or rates. These contracts expire in 2020 through 2025.
We also have long-term agreements with third parties for the transportation and storage of crude oil, natural gas and feedstocks
to our refineries and for terminal and storage services that expire in 2020 through 2039. At December 31, 2019, the minimum
future transportation and storage fees under transportation agreements having terms in excess of one year are as follows:
2020
2021
2022
2023
2024
Thereafter
Total
(In thousands)
$
$
137,457
116,058
111,058
112,399
111,939
685,941
1,274,852
Transportation and storage costs incurred under these agreements totaled $144.8 million, $143.3 million and $140.5 million for
the years ended December 31, 2019, 2018 and 2017, respectively. These amounts do not include contractual commitments under
our long-term transportation agreements with HEP, as all transactions with HEP are eliminated in these consolidated financial
statements.
NOTE 20: Segment Information
Our operations are organized into three reportable segments: Refining, Lubricants and Specialty Products and HEP. Our operations
that are not included in the Refining, Lubricants and Specialty Products and HEP segments are included in Corporate and Other.
Intersegment transactions are eliminated in our consolidated financial statements and are included in Eliminations. Corporate and
Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column.
The Refining segment represents the operations of the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries and HFC
Asphalt (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and
branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed
in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. HFC Asphalt operates various asphalt terminals
in Arizona, New Mexico and Oklahoma.
The Lubricants and Specialty Products segment involves PCLI’s production operations, located in Mississauga, Ontario, that
includes lubricant products such as base oils, white oils, specialty products and finished lubricants, and the operations of our Petro-
Canada Lubricants business that includes the marketing of products to both retail and wholesale outlets through a global sales
network with locations in Canada, the United States, Europe and China. Additionally, the Lubricants and Specialty Products
segment includes specialty lubricant products produced at our Tulsa Refineries that are marketed throughout North America and
are distributed in Central and South America. Also, effective with our acquisition that closed August 1, 2018, the Lubricants and
Specialty Products segment includes Red Giant Oil, one of the largest suppliers of locomotive engine oil in North America, and
effective with our acquisition that closed February 1, 2019, includes Sonneborn, a producer of specialty hydrocarbon chemicals
such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.
103
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
The HEP segment includes all of the operations of HEP, which owns and operates logistics and refinery assets consisting of
petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units in the Mid-
Continent, Southwest and Rocky Mountain regions of the United States. As of December 31, 2019, the HEP segment also includes
a 75% ownership interest in UNEV (a consolidated subsidiary of HEP) and 50% ownership interest in each of the Osage Pipeline,
the Cheyenne Pipeline and Cushing Connect. 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. Due to certain basis differences, our reported amounts for the HEP segment may not agree
to amounts reported in HEP’s periodic public filings.
The accounting policies for our segments are the same as those described in the summary of significant accounting policies (see
Note 1).
Year Ended December 31, 2019
Sales and other revenues:
Revenues from external customers
Intersegment revenues
Cost of products sold (exclusive of lower of cost
or market inventory valuation adjustment)
Lower of cost or market inventory valuation
adjustment
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Goodwill impairment
Income (loss) from operations
Earnings of equity method investments
Capital expenditures
Total assets
$
$
$
$
$
$
$
$
$
$
$
$
Refining
Lubricants
and Specialty
Products
Corporate, Other
and Eliminations
Consolidated
Total
HEP
(In thousands)
15,284,110
312,678
15,596,788
$ 2,081,221
11,307
$ 2,092,528
12,980,506
$ 1,580,036
$
$
$
121,027
411,750
532,777
$
$
$
220
(735,735)
(735,515) $
17,486,578
—
17,486,578
— $
(642,158) $
13,918,384
— $
$
$
$
— $
$
$
$
$
161,996
10,251
96,706
263,824
5,180
30,112
2,205,437
— $
(94,955) $
$
54,872
$
14,506
— $
(67,780) $
— $
$
$
23,652
546,892
(119,775)
1,394,052
354,236
509,925
152,712
1,277,044
5,180
293,763
12,164,841
(119,775) $
$
1,095,488
$
120,518
$
309,932
— $
$
— $
$
40,997
$ 2,223,418
— $
$
231,523
$
168,595
$
88,781
152,712
$
(129,119) $
— $
$
$
199,002
7,189,094
1,210,119
104
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
Year Ended December 31, 2018
Sales and other revenues:
Revenues from external customers
Intersegment revenues
Cost of products sold (exclusive of lower of cost
or market inventory valuation adjustment)
Lower of cost or market inventory valuation
adjustment
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Income (loss) from operations
Earnings of equity method investments
Capital expenditures
Total assets
Year Ended December 31, 2017
Sales and other revenues:
Revenues from external customers
Intersegment revenues
Cost of products sold (exclusive of lower of cost
or market inventory valuation adjustment)
Lower of cost or market inventory valuation
adjustment
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Long-lived asset impairment
Income (loss) from operations
Earnings of equity method investments
Capital expenditures
Total assets
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Refining
Lubricants
and Specialty
Products
Corporate, Other
and Eliminations
Consolidated
Total
HEP
(In thousands)
15,806,304
370,259
16,176,563
$ 1,799,506
13,197
$ 1,812,703
13,250,849
$ 1,381,540
$
$
$
108,412
397,808
506,220
$
$
$
444
(781,264)
(780,820) $
17,714,666
—
17,714,666
— $
(691,607) $
13,940,782
136,305
1,055,209
113,641
284,439
1,336,120
167,820
143,750
43,255
76,338
$
$
$
$
$
— $
37,448
$
$ 1,506,209
— $
$
$
$
$
— $
$
$
202,791
6,465,155
— $
$
$
$
$
$
$
$
146,430
11,041
98,492
250,257
5,825
54,141
2,142,027
— $
(83,621) $
$
21,992
11,138
$
(38,722) $
— $
$
$
16,649
881,210
136,305
1,285,838
290,424
437,324
1,623,993
5,825
311,029
10,994,601
12,579,672
338,390
12,918,062
$ 1,594,036
—
$ 1,594,036
11,009,419
$ 1,093,984
$
$
$
77,225
377,137
454,362
$
$
$
366
(715,527)
(715,161) $
14,251,299
—
14,251,299
— $
(635,530) $
11,467,873
— $
$
$
$
— $
$
$
$
$
137,856
14,336
77,660
224,510
12,510
44,810
2,191,984
— $
(72,507) $
$
42,473
$
10,949
— $
(60,546) $
— $
$
$
19,452
415,032
(108,685)
1,296,669
265,721
409,937
19,247
900,537
12,510
272,259
10,692,154
222,461
105,666
31,894
(107,479) $
$
1,008,859
$
103,246
$
289,434
$
19,247
$
595,336
— $
$
31,464
$ 1,610,472
(1,206) $
$
$
$
— $
$
— $
$
$
176,533
6,474,666
141,237
105
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Continued
NOTE 21: Quarterly Information (Unaudited)
First
Quarter
Second
Quarter
Third
Quarter
(In thousands, except per share data)
Fourth
Quarter
Year
Year Ended December 31, 2019
Sales and other revenues
Operating costs and expenses
Income from operations (1) (2)
Income before income taxes
Net income attributable to HollyFrontier
stockholders
Net income per share attributable to
HollyFrontier stockholders - basic
Net income per share attributable to
HollyFrontier stockholders - diluted
Dividends per common share
Average number of shares of common
stock outstanding:
Basic
Diluted
Year Ended December 31, 2018
Sales and other revenues
Operating costs and expenses
Income from operations (3)
Income before income taxes
Net income attributable to HollyFrontier
stockholders
Net income per share attributable to
HollyFrontier stockholders - basic
Net income per share attributable to
HollyFrontier stockholders - diluted
Dividends per common share
Average number of shares of common
stock outstanding:
Basic
Diluted
$ 3,897,247
$ 3,507,906
389,341
$
363,991
$
$ 4,782,615
$ 4,450,874
331,741
$
306,153
$
$ 4,424,828
$ 3,998,049
426,779
$
401,001
$
$ 4,381,888
$ 4,252,705
129,183
$
100,359
$
$ 17,486,578
$ 16,209,534
$ 1,277,044
$ 1,171,504
$
$
$
$
253,055
$
196,915
$
261,813
$
60,605
$
772,388
1.48
1.47
0.33
$
$
$
1.16
1.15
0.33
$
$
$
1.60
1.58
0.33
$
$
$
0.38
0.37
0.35
$
$
$
4.64
4.61
1.34
170,851
172,239
169,356
170,547
163,676
165,011
161,398
162,898
166,287
167,385
$ 4,128,427
$ 3,732,580
395,847
$
373,899
$
$ 4,471,236
$ 3,964,259
506,977
$
480,360
$
$ 4,770,799
$ 4,267,282
503,517
$
478,390
$
$ 4,344,204
$ 4,126,552
217,652
$
191,818
$
$ 17,714,666
$ 16,090,673
$ 1,623,993
$ 1,524,467
$
$
$
$
268,091
1.51
1.50
0.33
$
$
$
$
345,507
1.96
1.94
0.33
$
$
$
$
342,466
1.95
1.93
0.33
$
$
$
$
141,896
$ 1,097,960
0.82
0.81
0.33
$
$
$
6.25
6.19
1.32
176,617
177,954
175,899
177,586
175,097
176,927
172,485
174,259
175,009
176,661
(1) For 2019, income from operations reflects non-cash lower of cost or market inventory valuation reductions of $232.3 million for the first
quarter, and charges of $47.8 million, $34.1 million and $30.7 million for the second, third and fourth quarters, respectively.
(2) For 2019, income from operations reflects goodwill impairment charges of $152.7 million in the second quarter.
(3) For 2018, income from operations reflects non-cash lower of cost or market inventory valuation reductions of $103.8 million and $106.9
million for the first and second quarters, respectively, and charges of $17.8 million and $329.2 million for the third and fourth quarters, respectively.
106
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no change in, or disagreement with, our independent registered public accountants on matters involving accounting
and financial disclosure.
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures. Our principal executive officer and principal financial officer have evaluated,
as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this
annual report on Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the
information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms. Based upon the evaluation, our principal executive officer
and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance
level as of December 31, 2019.
Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or
are reasonably likely to materially affect our internal control over financial reporting.
See Item 8 for “Management's Report on its Assessment of the Company's Internal Control Over Financial Reporting” and “Report
of the Independent Registered Public Accounting Firm.”
Item 9B. Other Information
There have been no events that occurred in the fourth quarter of 2019 that would need to be reported on Form 8-K that have not
previously been reported.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K in response to this item will
be set forth in our definitive proxy statement for the annual meeting of stockholders to be held on May 13, 2020 and is incorporated
herein by reference.
Item 11. Executive Compensation
The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K in response to this item will be set forth in our
definitive proxy statement for the annual meeting of stockholders to be held on May 13, 2020 and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The equity compensation plan information required by Item 201(d) and the information required by Item 403 of Regulation S-K
in response to this item will be set forth in our definitive proxy statement for the annual meeting of stockholders to be held on
May 13, 2020 and is incorporated herein by reference.
107
Table of Content
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Items 404 and 407(a) of Regulation S-K in response to this item will be set forth in our definitive
proxy statement for the annual meeting of stockholders to be held on May 13, 2020 and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by Item 9(e) of Schedule 14A in response to this item will be set forth in our definitive proxy statement
for the annual meeting of stockholders to be held on May 13, 2020 and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
Documents filed as part of this report
(1)
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2019 and 2018
Consolidated Statements of Income for the years ended
December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended
December 31, 2019, 2018 and 2017
Consolidated Statements of Equity for the years ended
December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
(2)
Index to Consolidated Financial Statement Schedules
Page in
Form 10-K
59
62
63
64
65
66
67
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 109 to 113 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.
108
Table of Content
HOLLYFRONTIER CORPORATION
INDEX TO EXHIBITS
Exhibits are numbered to correspond to the exhibit table
in Item 601 of Regulation S-K
Exhibit
Number
2.1†
2.2†
2.3†
2.4†
2.5†
2.6†
2.7
3.1
3.2
4.1
4.2
4.3
4.4
4.5
Description
Asset Sale and Purchase Agreement, dated October 19, 2009, between Holly Refining & Marketing-Tulsa LLC, HEP
Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by reference to Exhibit 2.1 of Registrant's Current
Report on Form 8-K filed October 21, 2009, File No. 1-03876).
Amendment No. 1 to Asset Sale and Purchase Agreement, dated December 1, 2009, between Holly Refining &
Marketing-Tulsa LLC, HEP Tulsa LLC and Sinclair Tulsa Refining Company (incorporated by reference to Exhibit 2.1
of Registrant's Current Report on Form 8-K filed December 7, 2009, File No. 1-03876).
Asset Sale and Purchase Agreement, dated April 15, 2009, between Holly Refining & Marketing-Midcon, L.L.C. and
Sunoco, Inc. (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed April 16, 2009,
File No. 1-03876).
Share Purchase Agreement, dated October 29, 2016, by and between Suncor Energy Inc. and 9952110 Canada Inc.
(incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed October 31, 2016, File No.
1-03876).
Equity Restructuring Agreement, dated as of October 18, 2017, by and between HEP Logistics Holdings, L.P. and
Holly Energy Partners, L.P. (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed
October 19, 2017, File No. 1-03876).
Equity Purchase Agreement, dated November 12, 2018, by and between Sonneborn Holdings, L.P., Sonneborn Co-Op
LLC, Sonneborn Coöperatief U.A. and HollyFrontier LSP Holdings LLC (incorporated by reference to Exhibit 2.1 of
Registrant's Current Report on Form 8-K filed November 13, 2018, File No. 1-03846).
Waiver and Amendment to Equity Purchase Agreement, dated January 31, 2019, by and between Sonneborn Holdings,
L.P., Sonneborn Co-Op LLC, Sonneborn Coöperatief U.A. and HollyFrontier LSP Holdings LLC (incorporated by
reference to Exhibit 2.7 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2018. File
No. 1-03876).
Amended and Restated Certificate of Incorporation of HollyFrontier Corporation (incorporated by reference to Exhibit
3.1 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
Amended and Restated Bylaws of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's
Current Report on Form 8-K filed February 20, 2014, File No. 1-03876).
Indenture, dated July 19, 2016, 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 July 19, 2016, File Number 1-32225).
First Supplemental Indenture, dated November 2, 2016, among Woods Cross Operating LLC, Holly Energy Partners,
L.P., and Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association (incorporated by
reference to Exhibit 4.3 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2016, File Number 1-32225).
Second Supplemental Indenture, dated July 26, 2017, by and among Holly Energy Holdings LLC, HEP Cheyenne
Shortline LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other guarantors therein and U.S. Bank
National Association, as trustee (incorporated by reference to Exhibit 4.1 of Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2017, File No. 1-03876).
Third Supplemental Indenture, dated as of May 29, 2018, by and among HEP Oklahoma LLC, Holly Energy Partners,
L.P., Holly Energy Finance Corp., the other Guarantors party thereto, and U.S. Bank National Association (incorporated
by reference to Exhibit 4.1 of Holly Energy Partners, L.P.'s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2018, File No. 1-32225).
Indenture, dated March 22, 2016, between HollyFrontier Corporation and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 4.1 of Registrant's Current Report on Form 8-K filed March 22, 2016, File No.
1-03876).
109
Table of Content
Exhibit
Number
4.6
4.7*
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Description
Supplemental Indenture, dated March 22, 2016, between HollyFrontier Corporation and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 4.2 of Registrant's Current Report on Form 8-K filed March 22,
2016, File No. 1-03876).
Description of Capital Stock pursuant to Item 601(b)(4) of Reg. S-K.
Amended and Restated Intermediate Pipelines Agreement, dated June 1, 2009, among Holly Corporation, Navajo
Refining Company, L.L.C, Holly Energy Partners, L.P., Holly Energy Partners – Operating, L.P., HEP Pipeline, L.L.C.,
Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistics Services, L.L.C. and HEP Logistics GP,
L.L.C. (incorporated by reference to Exhibit 10.2 of Holly Energy Partners, L.P.'s Current Report on Form 8-K filed
June 5, 2009, File No. 1-32225).
Amendment to Amended and Restated Intermediate Pipelines Agreement, dated December 9, 2010, among Navajo
Refining Company, L.L.C, Holly Energy Partners, L.P., Holly Energy Partners – Operating, L.P., HEP Pipeline, L.L.C.,
Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Holly Logistics Services, L.L.C. and HEP Logistics GP,
L.L.C. (incorporated by reference to Exhibit 10.4 of Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 2010, File No. 1-03876).
Assignment and Assumption Agreement (Amended and Restated Intermediate Pipelines Agreement), effective January
1, 2011, between Navajo Refining Company, L.L.C. and Holly Refining & Marketing Company LLC (incorporated
by reference to Exhibit 10.5 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010,
File No. 1-03876).
Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between Holly Refining & Marketing - Tulsa
LLC and HEP Tulsa LLC (incorporated by reference to Exhibit 10.3 of Holly Energy Partners L.P.'s Current Report
on Form 8-K filed August 6, 2009, File No. 1-32225).
Amendment to Tulsa Equipment and Throughput Agreement, dated December 9, 2010, among Holly Refining &
Marketing - Tulsa LLC and HEP Tulsa LLC (incorporated by reference to Exhibit 10.7 of Registrant's Annual Report
on Form 10-K for its fiscal year ended December 31, 2010, File No. 1-03876).
Assignment and Assumption Agreement (Tulsa Equipment and Throughput Agreement), effective January 1, 2011,
between Holly Refining & Marketing - Tulsa, LLC and Holly Refining & Marketing Company LLC (incorporated
by reference to Exhibit 10.8 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2010,
File No. 1-03876).
Tulsa Purchase Option Agreement, dated August 1, 2009, between Holly Refining & Marketing - Tulsa LLC and HEP
Tulsa LLC (incorporated by reference to Exhibit 10.4 of Holly Energy Partners L.P.'s Current Report on Form 8-K
filed August 6, 2009, File No. 1-32225).
Third Amended and Restated Crude Pipelines and Tankage Agreement, dated March 12, 2015, by and among Navajo
Refining Company, L.L.C., Holly Refining & Marketing Company - Woods Cross LLC, HollyFrontier Refining &
Marketing LLC, Holly Energy Partners-Operating, L.P., HEP Pipeline, L.L.C. and HEP Woods Cross L.L.C.
(incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed March 16, 2015, File No.
1-03876).
First Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement, dated April 22, 2019, by
and among HollyFrontier Navajo Refining LLC, HollyFrontier Woods Cross Refining LLC, HollyFrontier Refining
& Marketing LLC, 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 Registrant's Current Report on Form 10-Q for the quarterly period ended
March 31, 2019, File No. 1-03876).
10.10
10.11
Twentieth Amended and Restated Omnibus Agreement, dated as of October 2, 2019, by and between HollyFrontier
Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries (incorporated by reference to
Exhibit 10.2 of Registrant's Current Report on Form 8-K filed October 3, 2019, File No. 1-03876).
Senior Unsecured 5-Year Revolving Credit Agreement, dated July 1, 2014, among HollyFrontier Corporation, as
borrower, Union Bank, N. A. as administrative agent, and each of the financial institutions party thereto as lenders
(incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed July 8, 2014, File No.
1-03876).
110
Table of Content
Exhibit
Number
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
Description
First Amendment to Senior Unsecured 5-Year Revolving Credit Agreement, dated as of February 16, 2017, among
HollyFrontier Corporation, as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed
February 21, 2017, File No. 1-03876).
Release of Subsidiary Guarantee, dated December 29, 2015, by and among HollyFrontier Corporation and Union
Bank, N.A. (incorporated by reference to Exhibit 10.40 of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2015, File No. 1-03876).
Amended and Restated Limited Liability Company Agreement of HEP UNEV Holdings LLC, dated July 12, 2012,
among HEP UNEV Holdings LLC, HollyFrontier Holdings LLC and Holly Energy Partners, L.P. (incorporated by
reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2012, File No. 1-03876).
Amended and Restated Unloading and Blending Services Agreement, dated January 18, 2017, effective September
16, 2016, by and between HollyFrontier Refining & Marketing LLC, Holly Energy Partners - Operating, L.P. and
HEP Refining L.L.C. (incorporated by reference to Exhibit 10.26 of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2016, File No. 1-03876).
Sixth Amended and Restated Master Throughput Agreement, dated as of October 2, 2019, by and between
HollyFrontier Refining & Marketing LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to
Exhibit 10.1 of Registrant's Current Report on Form 8-K filed October 3, 2019, File No. 1-03876).
Construction Payment Agreement, dated as of October 16, 2015, by and between HEP Refining, L.L.C. and
HollyFrontier Refining & Marketing LLC (incorporated by reference to Exhibit 10.3 of Registrant's Current Report
on Form 8-K filed October 21, 2015, File No. 1-03876).
Third Amended and Restated Services and Secondment Agreement, dated October 3, 2016, by and among Holly
Logistic Services, L.L.C., certain subsidiaries of Holly Energy Partners, L.P. and certain subsidiaries of HollyFrontier
Corporation (incorporated by reference to Exhibit 10.4 to Registrant's Current Report on Form 8-K filed October 4,
2016, File No. 1-03876).
Fifth Amended and Restated Master Lease and Access Agreement, dated effective October 29, 2018, by and among
certain subsidiaries of Holly Energy Partners, L.P. and certain subsidiaries of HollyFrontier Corporation (incorporated
by reference to Exhibit 10.4 of Registrant's Current Report on Form 8-K filed November 1, 2018, File No. 1-03876).
Master Tolling Agreement (Refinery Assets), dated as of November 2, 2015, by and between Frontier El Dorado
Refining LLC and Holly Energy Partners-Operating L.P. (incorporated by reference to Exhibit 10.2 of Registrant's
Current Report on Form 8-K filed November 3, 2015, File No. 1-03876).
Amendment to Master Tolling Agreement (Refinery Assets), dated effective January 1, 2017, by and among
HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC, and Holly Energy Partners-
Operating, L.P. (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2017, File No. 1-03876).
Amended and Restated Master Tolling Agreement (Operating Assets), dated October 3, 2016, by and between
HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC, Holly Energy Partners - Operating
L.P., HollyFrontier Corporation and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.2 to
Registrant's Current Report on Form 8-K filed October 4, 2016, File No. 1-03876).
Amendment to Amended and Restated Master Tolling Agreement (Operating Assets), dated effective January 1, 2017,
by and among HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC, and Holly Energy
Partners-Operating, L.P. (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-
Q for the quarterly period ended March 31, 2017, File No. 1-03876).
Second Amendment to Amended and Restated Master Tolling Agreement (Operating Assets), dated effective October
29, 2018, by and between HollyFrontier El Dorado Refining LLC, HollyFrontier Woods Cross Refining LLC and
Holly Energy Partners - Operating L.P. (incorporated by reference to Exhibit 10.7 of Registrant's Current Report on
Form 8-K filed November 1, 2018, File No. 1-03846).
LLC Interest Purchase Agreement, dated February 22, 2016, by and among HollyFrontier Refining & Marketing
LLC, HollyFrontier Corporation, Holly Energy Partners - Operating, L.P. and Holly Energy Partners, L.P. (incorporated
by reference to Exhibit 10.67 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
2015, File No. 1-03876).
111
Table of Content
Exhibit
Number
10.26
10.27
10.28
10.29
10.30
10.31+
10.32+
10.33+
10.34+
10.35+
10.36+
10.37+
10.38+
10.39+
10.40+
Description
Refined Products Terminal Transfer Agreement, dated February 22, 2016, by and among HEP Refining Assets, L.P.,
Holly Energy Partners, L.P., El Paso Logistics LLC, HollyFrontier Corporation and Holly Energy Partners - Operating,
L.P. (incorporated by reference to Exhibit 10.68 of Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 2015, File No. 1-03876).
Second Amended and Restated Pipelines and Terminals Agreement, dated February 22, 2016, by and among
HollyFrontier Refining & Marketing LLC, HollyFrontier Corporation, Holly Energy Partners - Operating, L.P. and
Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.3 of Registrant's Current Report on Form 8-K
filed February 22, 2016, File No. 1-03876).
Pipeline Deficiency Agreement, dated August 8, 2016, by and between HollyFrontier Refining & Marketing LLC
and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.5 to Registrant's Current Report
on Form 8-K filed August 10, 2016, File No. 1-03876).
LLC Interest Purchase Agreement, dated October 3, 2016, by and between HollyFrontier Corporation, HollyFrontier
Woods Cross Refining LLC, Holly Energy Partners - Operating, L.P. and Holly Energy Partners, L.P. (incorporated
by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed October 4, 2016, File No. 1-03876).
Construction Payment Agreement, dated October 29, 2018, effective December 13, 2017, by and among HEP Tulsa,
LLC and HollyFrontier Refining & Marketing LLC (incorporated by reference to Exhibit 10.3 of Registrant's Current
Report on Form 8-K filed November 1, 2018, File No. 1-03876).
HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term
Incentive Compensation Plan), as amended and restated on May 24, 2007 as approved at the Annual Meeting of
Stockholders of Holly Corporation on May 24, 2007 (incorporated by reference to Exhibit 10.4 of Registrant's Annual
Report on Form 10-K for its fiscal year ended December 31, 2008, File No. 1-03876).
First Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by
reference to Exhibit 10.5 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2008,
File No. 1-03876).
Second Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed May 18, 2011, File No. 1-03876).
Third Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by
reference to Exhibit 4.6 of the Registrant's Registration Statement on Form S-8 filed November 9, 2012, File No.
333-184877).
Fourth Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (incorporated by
reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed May 15, 2015, File No. 1-03876).
Fifth Amendment to the HollyFrontier Corporation Long-Term Incentive Plan, effective May 11, 2016 (incorporated
by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed May 16, 2016, File No. 1-03876).
HollyFrontier Corporation Long-Term Incentive Plan UK Sub-Plan, effective February 14, 2017 (incorporated by
reference to Exhibit 10.43 of Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2016,
File No. 1-03876).
HollyFrontier Corporation Employee Form of Change in Control Agreement (incorporated by reference to Exhibit
10.46 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2016, File No. 1-03876).
Form of Performance Share Unit Agreement (for 162(m) covered employees) (incorporated by reference to Exhibit
10.52 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, File No. 1-03876).
Form of Performance Share Unit Agreement (for non-162(m) covered employees) (incorporated by reference to
Exhibit 10.53 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, File No.
1-03876).
10.41+
Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.54 of Registrant's Annual Report
on Form 10-K for its fiscal year ended December 31, 2018, File No. 1-03876).
10.42+*
Form of Performance Share Unit Agreement.
10.43+
10.44+
Form of Restricted Stock Unit Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.63
of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2012, File No. 1-03876).
Form of Notice of Grant of Restricted Stock Units (for non-employee directors) (incorporated by reference to Exhibit
10.64 of Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2012, File No. 1-03876).
112
Table of Content
Exhibit
Number
10.45+
10.46+
10.47+
10.48+
Description
Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.58 of Registrant's
Annual Report on Form 10-K for its fiscal year ended December 31, 2017, File No. 1-03876).
Form of Notice of Grant of Restricted Stock Units (for employees) (incorporated by reference to Exhibit 10.59 of
Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, File No. 1-03876).
Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.61 of Registrant's
Annual Report on Form 10-K for its fiscal year ended December 31, 2018. File No. 1-03876).
Form of Notice of Grant of Restricted Stock Units (for employees) (incorporated by reference to Exhibit 10.62 of
Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2018. File No. 1-03876).
10.49+*
Form of Restricted Stock Unit Agreement (for employees).
10.50+*
Form of Notice of Grant of Restricted Stock Units (for employees).
10.51+* Retirement Agreement and Release of Claims between HollyFrontier Corporation, HollyFrontier Payroll Services,
Inc. and George Damiris dated December 11, 2019.
10.52+* Retirement Agreement and Release of Claims between HollyFrontier Corporation, HollyFrontier Payroll Services,
Inc. and Denise C. McWatters dated December 31, 2019.
10.53+
10.54+
.
10.55+
10.56+
10.57+
21.1*
23.1*
31.1*
31.2*
Form of Indemnification Agreement entered into with directors and officers of Holly Corporation (incorporated by
reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed December 13, 2006, File No. 1-03876).
HollyFrontier Corporation Executive Nonqualified Deferred Compensation Plan (formerly the Frontier Deferred
Compensation Plan) (incorporated by reference to Exhibit 10.73 of Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 2012, File No. 1-03876).
Form of Indemnification Agreement between Frontier and each of its officers and directors (incorporated by reference
to Exhibit 10.41 to Frontier Oil Corporation's Annual Report on Form 10-K for its fiscal year ended December 31,
2006, File No. 1-07627).
Form of Indemnification Agreement between HollyFrontier Corporation and each of its officers and directors
(incorporated by reference to Exhibit 10.79 of Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 2011, File No. 1-03876).
Form of HollyFrontier Corporation Indemnification Agreement to be entered into with officers and directors of
HollyFrontier Corporation and its subsidiaries (incorporated by reference to Exhibit 10.2 of registrant's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2019, 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.
32.1**
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following financial information from Registrant's Annual Report on Form 10-K for its fiscal year ended December
31, 2019, formatted as inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance
Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv)
Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to the Consolidated
Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are
embedded within the inline XBRL document.
104
Cover page Interactive Data File (formatted as inline XBRL and contained in exhibit 101).
* Filed herewith.
** Furnished herewith.
+ Constitutes management contracts or compensatory plans or arrangements.
++ Filed electronically herewith.
† Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees
to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
113
Table of Content
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 20, 2020
HOLLYFRONTIER CORPORATION
(Registrant)
/s/ Michael C. Jennings
Michael C. Jennings
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and as of the date indicated.
Signature
Capacity
/s/ Michael C. Jennings
Michael C. Jennings
/s/ Richard L. Voliva III
Richard L. Voliva III
/s/ J.W. Gann, Jr.
J.W. Gann, Jr.
/s/ Franklin Myers
Franklin Myers
/s/ Anne-Marie N. Ainsworth
Anne-Marie N. Ainsworth
/s/ Douglas Y. Bech
Douglas Y. Bech
/s/ Anna C. Catalano
Anna C. Catalano
/s/ Leldon Echols
Leldon Echols
/s/ R. Craig Knocke
R. Craig Knocke
/s/ Robert J. Kostelnik
Robert J. Kostelnik
/s/ James H. Lee
James H. Lee
/s/ Michael E. Rose
Michael E. Rose
Chief Executive Officer, President
and Director
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Date
February 20, 2020
February 20, 2020
February 20, 2020
Chairman of the Board
February 20, 2020
February 20, 2020
February 20, 2020
February 20, 2020
February 20, 2020
February 20, 2020
February 20, 2020
February 20, 2020
February 20, 2020
Director
Director
Director
Director
Director
Director
Director
Director
114
I, Michael C. Jennings, certify that:
CERTIFICATION
Exhibit 31.1
1.
I have reviewed this annual report on Form 10-K of HollyFrontier Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting
Date: February 20, 2020
/s/ Michael C. Jennings
Michael C. Jennings
Chief Executive Officer and President
I, Richard L. Voliva III, certify that:
CERTIFICATION
Exhibit 31.2
1.
I have reviewed this annual report on Form 10-K of HollyFrontier Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 20, 2020
/s/ Richard L. Voliva III
Richard L. Voliva III
Executive Vice President and Chief Financial
Officer
CERTIFICATION OF CHIEF EXECUTIVE
OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
Exhibit 32.1
In connection with the accompanying report on Form 10-K for the annual period ending December 31, 2019 and filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Michael C. Jennings, Chief Executive Officer of
HollyFrontier Corporation (the “Company”) hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act
of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 20, 2020
/s/ Michael C. Jennings
Michael C. Jennings
Chief Executive Officer and President
CERTIFICATION OF CHIEF FINANCIAL
OFFICER UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
Exhibit 32.2
In connection with the accompanying report on Form 10-K for the annual period ending December 31, 2019 and filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Richard L. Voliva III, Chief Financial Officer of
HollyFrontier Corporation (the “Company”) hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act
of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 20, 2020
/s/ Richard L. Voliva III
Richard L. Voliva III
Executive Vice President and Chief Financial
Officer
CORPORATE INFORMATION
CORPORATE OFFICERS
Michael C. Jennings
Chief Executive Officer and President
Richard L. Voliva, Ill
Executive Vice President and Chief
Financial Officer
Thomas G. Creery
Senior Vice President, Commercial
James M. Stump
Senior Vice President, Refining
Vaishali S. Bhatia
Senior Vice President,
General Counsel and Secretary
BOARD OF DIRECTORS
Franklin Myers
Senior Advisor at Quantum Energy
Partners and Chairman of the Board
of HollyFrontier Corporation
Michael C. Jennings
Chief Executive Officer and President
of HollyFrontier Corporation and
Chairman of the Board and Chief
Executive Officer of Holly Logistic
Services, L.L.C.
Anne-Marie N. Ainsworth
Former President and Chief Executive
Officer of the general partner of
Oiltanking Partners, L.P. and of
Oiltanking Holding Americas, Inc.
Douglas Y. Bech
Chairman and Chief Executive Officer
of Raintree Resorts International
Anna C. Catalano
Former Group Vice President,
Marketing for BP plc
STOCK PERFORMANCE
Set forth is a line graph comparing, for the
period commencing December 31, 2014,
and ending December 31, 2019, the annual
percentage change in cumulative total
stockholder return on our common stock to the
cumulative total stockholder return of the S&P
Composite 500 Stock Index and an industry
peer group chosen by the Company. The stock
price performance depicted in the following
graph is not necessarily indicative of future price
performance. The graph will not be deemed
to be incorporated by reference in any filing
by the Company under the Securities Act of
1933 or the Securities Exchange of 1934, except
to the extent that the Company specifically
incorporates such graph by reference The
amounts shown assume that the value of the
investment in HollyFrontier and each index
was $100 on December 31, 2014 and that all
dividends were reinvested.
STOCK TRANSFER AGENT
AND REGISTRAR
EQ Shareowner Services
1110 Centre Point Curve, Suite 101
Mendota Heights, Minnesota
55120
1.800.401.1957
www.shareowneronline.com
Correspondence or questions
concerning share holdings,
transfers, lost certificates,
dividends, or address or
registration changes should
be directed to EQ Shareowner
Services.
ANNUAL MEETING
The Annual Meeting of
Stockholders will be held at
8:30 a.m. Central Daylight Time,
on May 13, 2020, at 2727 North
Harwood Street, 5th Floor,
Conference Room A, Dallas,
Texas 75201.
SEC FILINGS
A direct link to the filings
of HollyFrontier Corporation
at the U.S. Securities and
Exchange Commission
website is available on the
HollyFrontier Corporation
website at www.hollyfrontier.com
on the Investor Relations page.
Leldon E. Echols
Former Executive Vice President
and Chief Financial Officer of Centex
Corporation
R. Craig Knocke
Director of Turtle Creek Trust
Company, Chief Investment Manager
and Portfolio Manager of Turtle Creek
Management, LLC and Principal and a
non-controlling manager and member
of TCTC Holdings, L.L.C.
Robert J. Kostelnik
Principal at Glenrock Recovery
Partners, LLC
James H. Lee
Managing General Partner and
Principal Owner of Lee, Hite &
Wisda Ltd.
Michael E. Rose
Former Executive Vice President
Finance and Chief Financial Officer of
Anadarko Petroleum Corporation
CORPORATE OFFICE
HollyFrontier Corporation
2828 North Harwood, Suite 1300
Dallas, Texas 75201-1507
214.871.3555
www.hollyfrontier.com
AUDITORS
Ernst & Young LLP
Dallas, Texas
STOCK EXCHANGE LISTING
New York Stock Exchange Ticker
Symbol: HFC
$200
$150
$100
$50
2014
2015
HollyFrontier
100.00
109.62
2016
94.17
2017
2018
153.76
156.83
S&P 500 Index
100.00
101.38
113.51
138.29
132.23
2019
159.87
173.86
Peer Group
100.00
124.84
127.80
167.69
148.08
180.34
The Peer Group consists of CVR Energy, Inc., Delek US Holdings, Inc., Marathon Petroleum Corporation, PBF Energy Inc., Phillips 66 and Valero Energy Corporation.
2828 NORTH HARWOOD | SUITE 1300 | DALLAS, TX 75201-1507