HollyFrontier 2008 Annual Report Download

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Table of contents

  • Page 1
    OIL L CO O R P O R AT T ION 2008 Annual Report

  • Page 2
    ... downturn in our industry. In 2008, we repurchased $67.0 million of common stock, paid $23.1 million in cash dividends, and reinvested $216.8 million in our refineries. The investments at El Dorado in the new crude vacuum distillation tower and the expanded coker unit increased the refinery...

  • Page 3
    ......Commission File Number: 1-7627 † FRONTIER OIL CORPORATION (Exact name of registrant as specified in its charter) Wyoming (State or other jurisdiction of incorporation or organization) 10000 Memorial Drive, Suite 600 Houston, Texas (Address of principal executive offices) Registrant's telephone...

  • Page 4
    ...Item 1B. Item 2. Item 3. Item 4. Business Summary and Overview...1 Refining Operations...1 Marketing and Distribution ...2 Competition...3 Crude Oil Supply ...3 Government Regulation ...4 Safety ...4 Employees ...4 Risk Factors Relating to Our Business ...4 Unresolved Staff Comments ...8 Properties...

  • Page 5
    ...are an independent energy company, organized in the State of Wyoming in 1977, engaged in crude oil refining and the wholesale marketing of refined petroleum products. We operate refineries (the "Refineries") in Cheyenne, Wyoming and El Dorado, Kansas with a total annual average crude oil capacity of...

  • Page 6
    ... a distillate hydrotreater at the El Dorado Refinery in March 2009. We also have major turnaround work scheduled on the gofiner, fluid catalytic cracking unit ("FCCU") and related units at the El Dorado refinery in the fall of 2009. At the Cheyenne Refinery, 2008 turnaround work was modest in scope...

  • Page 7
    ... crude oil prices. El Dorado Refinery. In the year ended December 31, 2008, we obtained approximately 57% of the El Dorado Refinery's crude oil charge from Texas, 26% from Canada, 5% from Kansas, 10% from the Gulf of Mexico, and the remaining 2% from other foreign and domestic locations. El Dorado...

  • Page 8
    ... 31, 2008, we employed approximately 860 full-time employees: 95 in the Houston and Denver offices, 350 at the Cheyenne Refinery, and 415 at the El Dorado Refinery. The Cheyenne Refinery employees included approximately 130 administrative and technical personnel and approximately 220 union members...

  • Page 9
    ...The light/heavy crude oil differentials that we report are the average differential between the benchmark West Texas Intermediate ("WTI") crude oil priced on the New York Mercantile Exchange and the heavy crude oil priced as delivered to our Cheyenne Refinery or El Dorado Refinery, respectively. The...

  • Page 10
    ...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. Due to the seasonality of refined products markets and refinery maintenance schedules, results of operations for any particular quarter...

  • Page 11
    ... in the markets where we sell refined products could adversely affect our sales and profitability. The refining industry is highly competitive. Many of our competitors are large, integrated, major or independent oil companies that, because of their more diverse operations, larger refineries and...

  • Page 12
    ... the El Dorado Refinery is located in El Dorado, Kansas. We lease the approximately two acre site in Henderson, Colorado on which our products and blending terminal is located. Other Properties We lease approximately 6,500 square feet of office space in Houston, Texas for our corporate headquarters...

  • Page 13
    ... Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC. We filed our 2008 annual CEO certification with the New York Stock Exchange ("NYSE") on April 23, 2008. We anticipate filing our 2009...

  • Page 14
    ... indicates the performance of our common stock against the S&P 500 Index and against a refining peer group which is comprised of Sunoco Inc., Holly Corporation, Valero Energy Corporation and Tesoro Corporation. The following information in this Item 5 of this Annual Report on Form 10-K is not deemed...

  • Page 15
    ... Selected Financial Data Five Year Financial Data (Unaudited) 2008 Years Ended December 31, 2007 2006 2005 (Dollars in... accounting change (1) Net income Working capital (current assets less current liabilities) Total assets Long-term debt Shareholders' equity Dividends declared per common share (1) ...

  • Page 16
    ... 5,139 bpd at the El Dorado Refinery and increased 1,773 bpd at the Cheyenne Refinery for the year ended December 31, 2008 compared to 2007. The decrease in yields at the El Dorado Refinery was due to the planned major turnaround work on the crude unit, the coker and the reformer during March...

  • Page 17
    ...after tax ($254.7 million pretax, comprised of a $184.5 million loss at the El Dorado Refinery and a $70.2 million loss at the Cheyenne Refinery) due to decreasing crude oil and refined product prices during the latter part of 2008. For the year ended December 31, 2007, we realized a decrease in raw...

  • Page 18
    ... tax rate for the year ended December 31, 2008 was lower than the effective tax rate in the comparable period in 2007 primarily from recognizing the benefit from $23.3 million of Kansas income tax credits for expansion projects at our El Dorado Refinery which reduced the effective tax rate (net of...

  • Page 19
    ...Sales prices increased primarily as a result of increased crude oil prices and improvements in the gasoline and diesel crack spreads. Manufactured product yields. Yields decreased 1,826 bpd at the El Dorado Refinery and 4,067 bpd at the Cheyenne Refinery for the year ended December 31, 2007 compared...

  • Page 20
    ... in salaries and benefits expense, which resulted from $4.3 million in additional stock-based compensation expense and general salary increases, offset by a $3.8 million reduction in cash bonus expense. See Note 9 under "Stock-based Compensation" in the "Notes to Consolidated Financial Statements...

  • Page 21
    ... cost), $11.0 million for the new Cheyenne Refinery office building ($15.4 million estimated total cost), and $3.1 million for the coker expansion, as well as environmental, operational, safety, administrative and payout projects. We funded our 2008 capital expenditures with cash generated from our...

  • Page 22
    ...million at our Cheyenne Refinery, $287,000 at our products terminal and blending facility and $392,000 at our Denver and Houston offices. The $136.4 million of planned capital expenditures for our El Dorado Refinery includes $49.1 million for the gasoil hydrotreater revamp project, $23.2 million for...

  • Page 23
    ...long-term liabilities. Our operating leases include building, equipment, aircraft and vehicle leases, which expire from 2009 through 2017, as well as an operating sublease for the use of the cogeneration facility at our El Dorado Refinery. The non-cancelable sublease, entered into in connection with...

  • Page 24
    ... at the lower of cost on a FIFO basis or market. Crude oil includes both domestic and foreign crude oil volumes at its cost and associated freight and other cost. Unfinished products (work in process) include any crude oil that has entered into the refining process, and other feedstocks that are not...

  • Page 25
    ... and the level of operations of other refineries in our markets. The prices at which we can sell gasoline and other refined products are strongly influenced by the price of crude oil. Generally, an increase or decrease in the price of crude oil results in a corresponding increase or decrease in...

  • Page 26
    ...Statements." Our outstanding derivative sale contracts and net unrealized gains as of December 31, 2008 are summarized below: Volume Commodity Crude Oil Crude Oil... credit facility bear a current market rate of interest. A one percent increase or decrease in the interest rates on our revolving credit ...

  • Page 27
    ... WTI crude oil price and the West Texas sour crude oil priced at Midland, Texas. x El Dorado Refinery light/heavy crude oil differential - the average differential between the NYMEX WTI crude oil price and the heavy crude oil delivered to the El Dorado Refinery. Years Ended December 31, 2008 2007...

  • Page 28
    ... light/heavy crude oil differential (per barrel) (1) Average gasoline crack spread (per barrel) (1) Average diesel crack spread (per barrel) (1) Average sales price (per sales barrel) Gasoline Diesel Asphalt Other El Dorado Refinery: Charges (bpd) Light crude Heavy and intermediate crude Other feed...

  • Page 29
    ... Corporation's independent registered public accounting firm has issued an audit report on the effectiveness of the Company's internal control over financial reporting. This report appears on the following page. February 24, 2009 Michael C. Jennings President and Chief Executive Officer Doug S. Aron...

  • Page 30
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Frontier Oil Corporation: We have audited the internal control over financial reporting of Frontier Oil Corporation and its subsidiaries (the "Company") as of December 31, 2008 based on criteria established in Internal...

  • Page 31
    FRONTIER OIL CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years Ended December 31, 2008 2007 2006 (in thousands, except per share data) Revenues: Refined products Other $ 6,342,144 156,636 6,498,780 $ 5,269,674 (80,934) 5,188,740 $ 4,759,661 36,292 4,795,953 Costs and expenses: ...

  • Page 32
    FRONTIER OIL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2008 2007 (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents Trade receivables, net of allowance of $500 at both years Income taxes receivable Other receivables Inventory of crude oil, ...

  • Page 33
    ...assets El Dorado Refinery contingent earn-out payment Other acquisitions and leasehold improvements Net cash used in investing activities Cash flows from financing activities: Proceeds from issuance of 8.5% Senior Notes Purchase of treasury stock Proceeds from issuance of common stock Dividends paid...

  • Page 34
    ... plans, net of tax of $1,405 Other comprehensive income (loss) Comprehensive income Income tax benefits of stock-based compensation, net of contingency Stock-based compensation expense Dividends declared December 31, 2008 Number of Shares Issued 133,629,396 879,860 134,509,256 - Amount $ 57,780...

  • Page 35
    ...Statements of Comprehensive Income except share data) Treasury Stock Accumulated Other Comprehensive Income (Loss) $ 27 229 256 Total Retained Earnings $ 352,783 379,277 (12,258) 719,802 (1,016) 499,125 Number...,568) (5,139) - Deferred Compensation $ (2,938) 2,938 - Number of Shares 112,698,568 ...

  • Page 36
    ... or "the Company." The Company is an energy company engaged in crude oil refining and wholesale marketing of refined petroleum products (the "refining operations"). The Company operates refineries ("the Refineries") in Cheyenne, Wyoming and El Dorado, Kansas. The Company also owns Ethanol Management...

  • Page 37
    ...useful life of the specific catalyst. The amortization expenses resulting from the turnaround and catalyst costs are included in "Refinery operating expenses, excluding depreciation" in the Company's Consolidated Statements of Income. Inventories Inventories of crude oil, unfinished products and all...

  • Page 38
    ... of foreign crude oil and to fix margins on certain future production. See Note 13, "Price Risk Management Activities" for detailed information on the Company's price risk management activities. Stock-based Compensation Effective January 1, 2006, the Company accounts for stock-based compensation in...

  • Page 39
    ...Tax Benefits of Dividends on Share-Based Payment Awards" ("EITF 06-11"). In a stockbased compensation arrangement, employees may be entitled to dividends during the vesting period for nonvested shares or share units and until the exercise date for stock options. These dividend payments generally can...

  • Page 40
    ...Company is currently evaluating the effect that this statement will have on the Company's financial statement disclosures. In December 2008, the FASB released FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets", which amends FAS No. 132(R), "Employers' Disclosures...

  • Page 41
    ... December 31, 2008 2007 (in thousands) Accrued compensation Accrued Beverly Hills litigation settlement Accrued environmental costs Accrued dividends Accrued property taxes Accrued interest Income taxes payable Derivative liabilities Accrued income taxes Accrued El Dorado Refinery contingent earn...

  • Page 42
    ... diesel tax credit Other, including permanent book-tax differences Provision as reported (1) $ 37,467 (17,970) 6,290 (2,856) 3,052 831 26,814 $ 269,106 32,760 (11,466) (15,387) (5,525) 260 $ 269,748 $ 203,040 26,618 (9,316) (5,666) (14,546) 707 $ 200,837 $ 2008 does not have a benefit from the...

  • Page 43
    ...net deferred tax assets Long-term deferred tax liabilities: Gross long-term assets: Pension and other postretirement benefits Kansas income tax credits Stock-based compensation Environmental liability accruals Asset retirement obligations Other State deferred taxes Total gross long-term assets Gross...

  • Page 44
    ... tax provisions, respectively. The Company recognized the benefit of a $23.3 million in Kansas income tax credits in 2008 related to expansion projects completed in the years 2006 through 2008 at its El Dorado Refinery. Of these $23.3 million Kansas income tax credits, the Company has taken $217,000...

  • Page 45
    ...certain stock-based compensation for executives. Any income tax benefit related to these contingencies will be recorded as a reduction to the income tax provision ($379,000), an increase to paid-in capital ($15.5 million) and a reduction of interest expense ($3.8 million as of December 31, 2008). As...

  • Page 46
    ...follows: Years Ended December 31, 2008 2007 2006 (in thousands) Restricted shares and units Stock options Contingently issuable stock unit awards Stock grant to retiring executive Total stock-based compensation expense Income tax benefit recognized in the income statement $ 5,398 1,004 13,612 $ 20...

  • Page 47
    ...be issued as share Awards in 2009. As of December 31, 2008, there was $22.5 million of total unrecognized compensation cost related to the Plan including costs for stock options, restricted stock, restricted stock units and performance-based awards, which is expected to be recognized over a weighted...

  • Page 48
    ... income tax benefits related to these vestings, of which $1.7 million, $2.1 million, and $712,000 was excess income tax benefits, for 2008, 2007 and 2006, respectively. In March 2008, following certification by the Compensation Committee of the Company's Board of Directors that specified performance...

  • Page 49
    ... of December 31, 2008, the company assumed the maximum (125%) level award (229,605 stock units) would be earned for purposes of stock-based compensation expense for the awards granted in 2007. When common stock dividends are declared by the Company's Board of Directors, dividend equivalents (on the...

  • Page 50
    ...El Dorado Refinery to Frontier. No other current or future employees will be eligible to participate in the plan and its funding status is in compliance with ERISA. In April 2008, the Company's Board of Directors approved the termination of the pension plan. Because of the required regulatory review...

  • Page 51
    ... ended December 31, 2008 and 2007. The pension loss of $29,000 will be recognized in the pension benefit cost in 2009. For the post-retirement healthcare and other benefits, $1.0 of the $10.5 million net loss and $1.9 million of the $9.4 million of prior service cost credit will be recognized in...

  • Page 52
    ... reflects revised rates based on the April 2008 approval to terminate the plan which is expected to occur by the third quarter of 2009. Post-retirement Healthcare and Other Benefits 2008 2007 2006 (dollars in thousands) Healthcare cost-trend rate: 9.00% ratable to 5.00% from 2012 10.00% ratable...

  • Page 53
    ..., real, personal or mixed, wherever situated, including, without limitation, common and preferred stocks, bonds, notes, debentures, mutual funds, leaseholds, mortgages, certificates of deposit, and oil, mineral or gas properties, royalties, interests or rights; x to make commingled, collective...

  • Page 54
    ... Services Agreement ("Agreement") to transport 38,000 bpd of crude oil based on filed tariffs on the Spearhead Pipeline from Griffith, Indiana to Cushing, Oklahoma ("Cushing"). This pipeline enables the Company to transport Canadian crude oil to the El Dorado Refinery. The initial term of this...

  • Page 55
    ...90,000 bpd, first transported crude oil in October 2007. The Company entered into an agreement with Osage Pipeline in 2007 to ship additional crude oil volumes from Cushing, Oklahoma to its El Dorado Refinery. The annual average increased commitment of 7,500 bpd commenced in July 2008 with a term of...

  • Page 56
    ...principally to independent retailers and major oil companies located primarily in the Denver, Colorado, western Nebraska and eastern Wyoming regions. The Company sells a majority of its El Dorado Refinery gasoline, diesel and jet fuel to Shell at market-based prices under a 15-year offtake agreement...

  • Page 57
    ... supplemental environment project ("SEP") paid to the State of Wyoming in 2005 and further offset by $902,000 for the completion of additional mutually agreed SEPs. The EPA has also attached to this settlement resolution an enforcement action against the Company's El Dorado Refinery related to...

  • Page 58
    ... United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW") and the others being affiliated with the AFL-CIO. The El Dorado Refinery current union contract expire in 2012 and the Cheyenne Refinery contracts expire by July 2009...

  • Page 59
    ...Statements of Income: Crude Purchases. As of December 31, 2008, the Company had no open derivative contracts held on Frontier's behalf by Utexam on barrels of crude oil to hedge in-transit Canadian crude oil costs for the El Dorado Refinery... recorded for Frontier Oil Corporation is equal to ...

  • Page 60
    ...STATEMENTS FRONTIER OIL CORPORATION Condensed Consolidating Statement of Income For the Year Ended December 31, 2008 (in thousands) FOC (Parent) Revenues: Refined...freight and other costs Refinery operating expenses, excluding depreciation Selling and general expenses, excluding depreciation ...

  • Page 61
    ...OIL CORPORATION Condensed Consolidating Statement of Income For the Year Ended December 31, 2007 (in thousands) FOC (Parent) Revenues: Refined...material, freight and other costs Refinery operating expenses, excluding depreciation Selling and general expenses, excluding depreciation Depreciation, ...

  • Page 62
    ... OIL CORPORATION Condensed Consolidating Statement of Income For the Year Ended December 31, 2006 (in thousands) FOC (Parent) Revenues: Refined...material, freight and other costs Refinery operating expenses, excluding depreciation Selling and general expenses, excluding depreciation Depreciation, ...

  • Page 63
    FRONTIER OIL CORPORATION Condensed Consolidating Balance Sheet As of December 31, 2008 (in thousands) Other NonGuarantor Subsidiaries FOC (Parent) ASSETS Current assets: Cash and cash equivalents Trade and other receivables, net Inventory of crude oil, products and other Deferred tax assets ...

  • Page 64
    FRONTIER OIL CORPORATION Condensed Consolidating Balance Sheet As of December 31, 2007 (in thousands) Other NonGuarantor Subsidiaries FOC (Parent) ASSETS Current assets: Cash and cash equivalents Trade and other receivables, net Receivable from affiliated companies Inventory of crude oil, products...

  • Page 65
    ... Dorado Refinery contingent earnout payment Net cash used in investing activities Cash flows from financing activities: Proceeds from issuance of 8.5% Senior Notes Purchase of treasury stock Proceeds from issuance of common stock Dividends paid Excess income tax benefits of stock-based compensation...

  • Page 66
    ...Dorado Refinery contingent earnout payment Other acquisitions and leasehold improvements Net cash used in investing activities Cash flows from financing activities: Purchase of treasury stock Proceeds from issuance of common stock Dividends paid Excess income tax benefits of stock-based compensation...

  • Page 67
    ... from sale of assets El Dorado Refinery contingent earnout payment Net cash used in investing activities Cash flows from financing activities: Purchase of treasury stock Proceeds from issuance of common stock Dividends paid Excess income tax benefits of stock-based compensation Debt issuance costs...

  • Page 68
    ... sales (bpd) Average gasoline crack spread (per bbl) Average diesel crack spread (per bbl) (4) Cheyenne average light/heavy crude oil differential (per bbl) (4) El Dorado average light/heavy crude oil differential (per bbl) (4) Average WTI/WTS crude oil differential (per bbl) (1) (2) (3) (4) 15...

  • Page 69
    ... to Rule 13a-15 of the Exchange Act. Based on that evaluation, our President and Chief Executive Officer, our Executive Vice President and Chief Financial Officer and our Vice-President and Chief Accounting Officer concluded that our disclosure controls and procedures are effective. During the most...

  • Page 70
    ... Paribas, as syndication agent (Exhibit 10.1 to Form 8-K, File Number 1-07627, filed October 4, 2007). 10.9 First Amendment to Third Amended and Restated Revolving Credit Agreement dated as of March 3, 2008, among Frontier Oil and Refining Company, Frontier Oil Corporation, Union Bank of California...

  • Page 71
    ..., Frontier Oil Corporation, Union Bank of California, N.A., as administrative agent, and BNP Paribas, as syndication agent and the other lenders specified therein (Exhibit 10.1 to Form 8-K, File Number 1-07627, filed December 16, 2008). 10.13 Frontier Products Offtake Agreement El Dorado Refinery...

  • Page 72
    ... as of December 30, 2008 by and between Frontier Oil Corporation and Doug S. Aron (Exhibit 10.18 to Form 8-K, File Number 1-07627, filed January 2, 2009). *Â- 10.44 Executive Severance Agreement, effective as of December 30, 2008 by and between Frontier Oil Corporation and J. Currie Bechtol (Exhibit...

  • Page 73
    ... as of December 30, 2008 by and between Frontier Oil Corporation and James M. Stump (Exhibit 10.29 to Form 8-K, File Number 1-07627, filed January 2, 2009). Â- 10.55 Summary of Compensation for Non-Employee Directors. Â- 10.56 Summary of Compensation for Executive Officers. 21 Subsidiaries of the...

  • Page 74
    Frontier Oil Corporation Condensed Financial Information of Registrant Balance Sheets Schedule I December 31, 2007 2008 (in thousands) ASSETS Current assets:... 1,633,432 $ 1,352,121 The "Notes to Consolidated Financial Statements" in Item 8 of this Form 10-K are an integral part of these financial...

  • Page 75
    Frontier Oil Corporation Condensed Financial Information of Registrant Statements of Income Schedule I 2008 December 31, 2007 2006 (in thousands) Revenues Costs and expenses: Selling and general expenses, excluding depreciation Depreciation Loss (gain) on sales of assets $ (7) $ 2 $ 4 17,677 55...

  • Page 76
    ... of Registrant Statements of Cash Flows Schedule I 2008 Cash flows from operating activities: Net income Equity in earnings of subsidiaries Intercompany transactions, net Dividends and income taxes received from subsidiaries Depreciation Deferred income taxes Stock-based compensation expense Excess...

  • Page 77
    Frontier Oil Corporation Valuation and Qualifying Accounts For the three years ended December 31, Schedule II Description 2008 Allowance for doubtful accounts Allowance for investment loss 2007 Allowance for doubtful accounts 2006 Allowance for doubtful accounts Balance at beginning of period ...

  • Page 78
    ... Gibbs Director and Chairman of the Board /s/ G. Clyde Buck G. Clyde Buck Director /s/ Michael C. Jennings Michael C. Jennings President and Chief Executive Officer and Director (chief executive officer) /s/ T. Michael Dossey T. Michael Dossey Director /s/ Doug S. Aron Doug S. Aron Executive Vice...

  • Page 79
    ... statement schedules of Frontier Oil Corporation, and the effectiveness of Frontier Oil Corporation's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Frontier Oil Corporation for the year ended December 31, 2008. DELOITTE & TOUCHE LLP Denver, Colorado...

  • Page 80
    ... By Chief Executive Officer Pursuant To Rule 13a-14(a) and 15d-14(a) Under The Exchange Act I, Michael C. Jennings, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Frontier Oil Corporation; Based on my knowledge, this report does not contain any untrue statement of a material...

  • Page 81
    ... By Chief Financial Officer Pursuant To Rule 13a-14(a) and 15d-14(a) Under The Exchange Act I, Doug S. Aron, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Frontier Oil Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact...

  • Page 82
    ... In connection with the Annual Report of Frontier Oil Corporation (the "Company") on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael C. Jennings, President and Chief Executive Officer of the Company...

  • Page 83
    ... with the Annual Report of Frontier Oil Corporation (the "Company") on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Doug S. Aron, Executive Vice President and Chief Financial Officer of the Company...

  • Page 84
    ... Relations Frontier Oil Corporation 10000 Memorial Drive, Suite 600 Houston, Texas 77024-3411 www.frontieroil.com COMMON STOCK DIRECTORS Mr. James R. Gibbs Chairman of the Board Mr. Michael C. Jennings President and Chief Executive Officer Design: SAVAGE, Branding + Corporate Design, Houston, Texas...

  • Page 85
    10000 Memorial Drive, Suite 600 Houston, Texas 77024-3411 713.688.9600 www.frontieroil.com