UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

HOLLY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		75-1056913
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
100 Crescent Court, Suite 1600
Dallas, Texas		75201-6915
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (214) 871-3555

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer þ       Accelerated filer o       Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

55,312,125 shares of Common Stock, par value $.01 per share, were outstanding on October 31, 2007.

 

 

HOLLY CORPORATION
INDEX

		Page
PART I. FINANCIAL INFORMATION
Forward-Looking Statements			3
Definitions			4
Item 1. Financial Statements
Consolidated Balance Sheets September 30, 2007 (Unaudited) and December 31, 2006			6
Consolidated Statements of Income (Unaudited) Three Months and Nine Months Ended September 30, 2007 and 2006			7
Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2007 and 2006			8
Consolidated Statements of Comprehensive Income (Unaudited) Three Months and Nine Months Ended September 30, 2007 and 2006			9
Notes to Consolidated Financial Statements (Unaudited)			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			39
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles			39
Item 4. Controls and Procedures			45
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			48
Item 6. Exhibits			49
Signatures			50
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

PART I. FINANCIAL INFORMATION

FORWARD-LOOKING STATEMENTS

References herein to Holly Corporation include Holly Corporation and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to Holly Corporation and its consolidated subsidiaries or to Holly Corporation or an individual subsidiary and not to any other person.

This Quarterly Report on Form 10-Q 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-Q, including, but not limited to, those under “Results of Operations,” “Liquidity and Capital Resources” and “Risk Management” in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I and those in Item 1 “Legal Proceedings” in Part II, are forward-looking statements. 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. 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 of refined petroleum products in our markets;
	•		the demand for and supply of crude oil and refined products;
	•		the spread between market prices for refined products and market prices for crude oil;
	•		the possibility of constraints on the transportation of refined products;
	•		the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines;
	•		effects of governmental regulations and policies;
	•		the availability and cost of our financing;
	•		the effectiveness of our capital investments and marketing strategies;
	•		our efficiency in carrying out construction projects;
	•		our ability to acquire refined product operations on acceptable terms and to integrate any future acquired operations;
	•		the possibility of terrorist attacks and the consequences of any such attacks;
	•		general economic conditions; and
	•		other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Form 10-Q, including without limitation in conjunction with the forward-looking statements included in this Form 10-Q that are referred to above. This summary discussion should be read in conjunction with the discussion of risk factors and other cautionary statements under the heading “Risk Factors” included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006 and in conjunction with the discussion in this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Liquidity and Capital Resources.” All forward-looking statements included in this Form 10-Q 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.

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).

     “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.

     “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 the main 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 distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing slightly above atmospheric pressure the vapor 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.

     “Hydrocracker” means a refinery unit that breaks down large complex hydrocarbon molecules into smaller more useful ones using a fixed bed of catalyst at high pressure and temperature with hydrogen.

     “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.

     “LSG,” or low sulfur gasoline, means gasoline that contains less than 30 PPM of total sulfur.

     “MMBtu” or one million British thermal units, means for each unit, the amount of heat required to raise one pound of water one degree Fahrenheit at one atmosphere pressure.

     “MMSCFD” means one million standard cubic feet per day.

     “MTBE” means methyl tertiary butyl ether, a high octane gasoline blend stock that is used to make various grades of gasoline.

     “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.

     “PPM” means parts-per-million.

     “Refinery gross margin” means the difference between average net sales price and average costs of products per barrel of produced refined products. This does not include the associated depreciation, depletion 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.

     “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.

     “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.

     “ULSD,” or ultra low sulfur diesel, means diesel fuel that contains less than 15 PPM of total sulfur.

     “Vacuum distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing below atmospheric pressure the vapor back to liquid in order to purify, fractionate or form the desired products.

Item 1. Financial Statements

HOLLY CORPORATION

(In thousands, except share data)

		September 30,				December 31,
		2007				2006
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	39,034			$	154,117
Marketable securities			184,782				96,168
Accounts receivable: Product and transportation			222,233				199,083
Crude oil resales			359,704				196,842
Related party receivable			1,481				2,198
			583,418				398,123
Inventories: Crude oil and refined products			165,106				115,100
Materials and supplies			14,698				14,575
			179,804				129,675
Income taxes receivable			12,306				9,055
Prepayments and other			12,954				12,081
Assets of discontinued operations			—				355
Total current assets			1,012,298				799,574
Properties, plants and equipment, at cost			755,042				642,740
Less accumulated depreciation, depletion and amortization			(263,139	)			(237,270	)
			491,903				405,470
Marketable securities (long-term)			85,914				5,668
Other assets: Turnaround costs			8,467				12,061
Intangibles and other			13,131				15,096
			21,598				27,157
Total assets		$	1,611,713			$	1,237,869
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	681,648			$	507,566
Accrued liabilities			51,452				51,173
Liabilities of discontinued operations			—				654
Total current liabilities			733,100				559,393
Deferred income taxes			31,275				20,776
Other long-term liabilities			14,857				27,201
Commitments and contingencies			—				—
Distributions in excess of investment in Holly Energy Partners			167,406				164,405
Stockholders’ equity:
Preferred stock, $1.00 par value – 1,000,000 shares authorized; none issued			—				—
Common stock $.01 par value – 160,000,000 and 100,000,000 shares authorized; 72,375,069 and 71,825,960 shares issued as of September 30, 2007 and December 31, 2006, respectively			724				718
Additional capital			84,373				66,500
Retained earnings			1,011,551				745,994
Accumulated other comprehensive loss			(11,715	)			(11,358	)
Common stock held in treasury, at cost – 17,957,855and 16,509,345 shares as of September 30, 2007 and December 31, 2006, respectively			(419,858	)			(335,760	)
Total stockholders’ equity			665,075				466,094
Total liabilities and stockholders’ equity		$	1,611,713			$	1,237,869

See accompanying notes.

HOLLY CORPORATION

(Unaudited)

(In thousands, except per share data)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Sales and other revenues		$	1,208,671			$	1,172,693			$	3,351,535			$	3,085,127
Operating costs and expenses:
Cost of products sold (exclusive of depreciation, depletion, and amortization)			1,059,471				979,309				2,708,422				2,562,803
Operating expenses (exclusive of depreciation, depletion, and amortization)			52,185				54,146				153,430				155,705
General and administrative expenses (exclusive of depreciation, depletion, and amortization)			18,798				12,566				55,993				44,813
Depreciation, depletion and amortization			10,531				9,480				32,623				28,187
Exploration expenses, including dry holes			54				102				311				329
Total operating costs and expenses			1,141,039				1,055,603				2,950,779				2,791,837
Income from operations			67,632				117,090				400,756				293,290
Other income (expense):
Equity in earnings of Holly Energy Partners			5,564				3,596				13,864				8,324
Interest income			4,368				2,747				10,478				6,890
Interest expense			(297	)			(268	)			(840	)			(815	)
			9,635				6,075				23,502				14,399
Income from continuing operations before income taxes			77,267				123,165				424,258				307,689
Income tax provision:
Current			8,577				37,918				128,524				101,762
Deferred			10,564				6,046				11,439				7,837
			19,141				43,964				139,963				109,599
Income from continuing operations			58,126				79,201				284,295				198,090
Discontinued operations
Income from discontinued operations			—				21				—				7,012
Gain (loss) on sale of discontinued operations			—				(220	)			—				13,805
Income (loss) from discontinued operations, net of taxes			—				(199	)			—				20,817
Net income		$	58,126			$	79,002			$	284,295			$	218,907
Basic earnings per share:
Continuing operations		$	1.06			$	1.40			$	5.17			$	3.45
Discontinued operations			—				—				—				0.36
Net income		$	1.06			$	1.40			$	5.17			$	3.81
Diluted earnings per share:
Continuing operations		$	1.04			$	1.37			$	5.08			$	3.38
Discontinued operations			—				—				—				0.35
Net income		$	1.04			$	1.37			$	5.08			$	3.73
Cash dividends declared per common share		$	0.12			$	0.08			$	0.34			$	0.21
Average number of common shares outstanding:
Basic			54,819				56,555				54,988				57,393
Diluted			55,853				57,783				56,017				58,643

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

		Nine Months Ended
		September 30,
		2007				2006
Cash flows from operating activities:
Net income		$	284,295			$	218,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization (includes discontinued operations)			32,623				28,737
Deferred income taxes (includes discontinued operations)			11,439				5,395
Equity based compensation expense			8,328				3,883
Distributions in excess of equity in earnings in HEP			3,001				6,675
Gain on sale of assets, before income taxes			—				(22,004	)
(Increase) decrease in current assets:
Accounts receivable			(184,944	)			13,531
Inventories			(50,129	)			(8,414	)
Income taxes receivable			(3,251	)			(725	)
Prepayments and other			(1,923	)			(10,744	)
Increase (decrease) in current liabilities:
Accounts payable			171,752				(17,295	)
Accrued liabilities			(128	)			9,431
Income taxes payable			—				(5,354	)
Turnaround expenditures			—				(7,122	)
Other, net			(14,363	)			(6,630	)
Net cash provided by operating activities			256,700				208,271
Cash flows from investing activities:
Additions to properties, plants and equipment			(113,215	)			(89,182	)
Net cash proceeds from sale of Montana Refinery			—				48,872
Purchases of marketable securities			(561,767	)			(172,291	)
Sales and maturities of marketable securities			394,403				285,943
Net cash provided by (used for) investing activities			(280,579	)			73,342
Cash flows from financing activities:
Issuance of common stock upon exercise of options			607				2,424
Purchase of treasury stock			(84,100	)			(138,369	)
Cash dividends			(16,651	)			(10,475	)
Excess tax benefit from equity based compensation			8,940				10,371
Net cash used for financing activities			(91,204	)			(136,049	)
Cash and cash equivalents:
Increase (decrease) for the period			(115,083	)			145,564
Beginning of period			154,117				49,064
End of period		$	39,034			$	194,628
Supplemental disclosure of cash flow information:
Cash paid during the period for
Interest		$	673			$	510
Income taxes		$	122,835			$	112,274

See accompanying notes.

HOLLY CORPORATION

(Unaudited)
(In thousands)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Net income		$	58,126			$	79,002			$	284,295			$	218,907
Other comprehensive income (loss):
Securities available for sale:
Unrealized gain (loss) on available for sale securities			1,114				(332	)			1,542				(531	)
Reclassification adjustment to net income on sale of equity securities			(41	)			(84	)			(46	)			(94	)
Total unrealized gain (loss) on available for sale securities			1,073				(416	)			1,496				(625	)
Retirement medical obligation adjustment			—				—				(2,792	)			—
Other comprehensive income (loss) before income taxes			1,073				(416	)			(1,296	)			(625	)
Income tax benefit			(18	)			(163	)			(939	)			(244	)
Other comprehensive income (loss)			1,091				(253	)			(357	)			(381	)
Total comprehensive income		$	59,217			$	78,749			$	283,938			$	218,526

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1: Description of Business and Presentation of Financial Statements

References herein to Holly Corporation include Holly Corporation and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to Holly Corporation and its consolidated subsidiaries or to Holly Corporation or an individual subsidiary and not to any other person.

     As of the close of business on September 30, 2007, we:

	•		owned and operated two refineries consisting of a petroleum refinery in Artesia, New Mexico that is operated in conjunction with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively known as the “Navajo Refinery”), and a refinery in Woods Cross, Utah (“Woods Cross Refinery”);
	•		owned approximately 800 miles of crude oil pipelines located principally in west Texas and New Mexico;
	•		owned and operated Holly Asphalt Company (formerly “NK Asphalt Partners”) which manufactures and markets asphalt products from various terminals in Arizona and New Mexico; and
	•		owned a 45.0% interest in Holly Energy Partners, L.P. (“HEP”) which includes our 2% general partner interest, which has logistic assets including approximately 1,700 miles of petroleum product pipelines located in Texas, New Mexico and Oklahoma (including 340 miles of leased pipeline); eleven refined product terminals; two refinery truck rack facilities, a refined products tank farm facility, and a 70% interest in Rio Grande Pipeline Company (“Rio Grande”).

On March 31, 2006 we sold our petroleum refinery in Great Falls, Montana (the “Montana Refinery”) to a subsidiary of Connacher Oil and Gas Limited (“Connacher”). Accordingly, the results of operations of the Montana Refinery and a net gain of $13.8 million on the sale are shown in discontinued operations (see Note 2).

We have prepared these consolidated financial statements without audit. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of September 30, 2007, the consolidated results of operations and comprehensive income for the three months and nine months ended September 30, 2007 and 2006 and consolidated cash flows for the nine months ended September 30, 2007 and 2006 in accordance with the rules and regulations of the SEC. Although certain notes and other information required by accounting principles generally accepted in the United States have been condensed or omitted, we believe that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC.

We use the last-in, first-out (“LIFO”) method of valuing inventory. Under the LIFO method, an actual valuation of inventory can only be made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation.

Our results of operations for the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications, which we determined to be immaterial, have been made to prior reported amounts to conform to current classifications.

New Accounting Pronouncements

In June 2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF No. 06-11 requires that tax benefits generated by

dividends paid during the vesting period on certain equity-classified share-based compensation awards be classified as additional paid-in capital and included in a pool of excess tax benefits available to absorb tax deficiencies from share-based payment awards. EITF No. 06-11 is effective for fiscal years beginning after December 15, 2007. While we are currently evaluating the impact of EITF No. 06-11, we do not expect the adoption of this standard to have a material impact on our financial condition, results of operations and cash flows.

SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No 115. SFAS No. 159, which amends SFAS No. 115, allows certain financial assets and liabilities to be recognized, at a company’s election, at fair market value, with any gains or losses for the period recorded in the statement of income.  SFAS No. 159 includes available-for-sale securities in the assets eligible for this treatment. Currently, we record the gains or losses for the period as a component of comprehensive income and in the equity section of the balance sheet.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods in those fiscal years.  We do not expect the adoption of this statement to have a material impact on our financial condition, results of operations and cash flows.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. We adopted this standard effective January 1, 2007. As a result of the implementation of this standard, we recognized no material adjustment in the liability for unrecognized income tax benefits.

We are subject to U.S. federal income tax and to the income tax of multiple state jurisdictions. We have substantially concluded all U.S. federal, state and local income tax matters for fiscal years through July 31, 2002. In 2006, the Internal Revenue Service commenced examinations of our U.S. federal income tax returns for the tax years ended July 31, 2003 and December 31, 2003. To date, we do not anticipate that the resolution of this audit will result in a material change to our financial condition, results of operations or cash flows.

Our policy is to recognize potential interest and penalties related to income tax matters 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.

SFAS No. 157 “Fair Value Measurements”

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This standard simplifies and codifies guidance on fair value measurements under generally accepted accounting principles. This standard defines fair value, establishes a framework for measuring fair value and prescribes expanded disclosures about fair value measurements. This standard is effective for fiscal years beginning after November 15, 2007. We do not anticipate that the adoption of this interpretation will have a material impact on our financial condition, results of operations and cash flows.

NOTE 2: Discontinued Operations

On March 31, 2006 we sold the Montana Refinery to Connacher. The net cash proceeds we received on the sale of the Montana Refinery amounted to $48.9 million, net of transaction fees and expenses. Additionally we received 1,000,000 shares of Connacher common stock valued at $4.3 million at March 31, 2006. In accounting for the sale, we recorded a pre-tax gain of $22.4 million. The Montana Refinery assets disposed of had a net book value at March 31, 2006 of $13.7 million for property, plant and equipment, $15.4 million for inventories and $2.0 million for other assets, with current liabilities assumed amounting to $0.3 million.

We retained certain quantities of finished product inventories that were not included in the sale to Connacher. These inventories were liquidated during the second quarter of 2006.

The following tables provide summarized income statement information related to discontinued operations:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
		(In thousands)
Sales and other revenues from discontinued operations		$	—			$	51			$	—			$	53,912
Income from discontinued operations before income taxes		$	—			$	31			$	—			$	11,176
Income tax expense			—				(10	)			—				(4,164	)
Income from discontinued operations, net			—				21				—				7,012
Gain (loss) on sale of discontinued operations before income taxes			—				(354	)			—				22,004
Income tax (expense) benefit			—				134				—				(8,199	)
Gain (loss) on sale of discontinued operations, net			—				(220	)			—				13,805
Income (loss) from discontinued operations, net		$	—			$	(199	)		$	—			$	20,817

In accordance with the Montana Refinery sale agreement, we retained certain financial liabilities, including certain environmental liabilities related to required remediation and corrective action for environmental conditions that existed at the time of sale and for financial penalties for infractions that occurred prior to the sale. Based on our estimates, we had accruals of $1.3 million as of September 30, 2007 and December 31, 2006 related to such environmental liabilities which is included in our environmental liability accrual as discussed in Note 7.

NOTE 3: Investment in Holly Energy Partners

HEP is a publicly held master limited partnership that commenced operations July 13, 2004 upon the completion of its initial public offering. We currently have a 45% ownership interest in HEP, including our 2% general partner interest.

HEP serves our refineries in New Mexico and Utah under a 15-year pipelines and terminals agreement (“HEP PTA”) expiring in 2019 and a 15-year intermediate pipeline agreement expiring in 2020 (“HEP IPA”). Under the HEP PTA, we pay HEP fees to transport on their refined product pipelines or throughput in their terminals, volumes of refined products that will result in minimum annual payments to HEP. Following the July 1, 2007 producer price index (“PPI”) rate adjustment, minimum payments under the HEP PTA will be $39.6 million for the twelve months ending June 30, 2008. Under the HEP IPA, we agreed to transport minimum volumes of intermediate products on the intermediate pipelines that will result in minimum annual payments to HEP. Following the July 1, 2007 PPI rate adjustment, minimum payments under the HEP IPA will be $12.8 million for the twelve months ending June 30, 2008. Minimum payments for both agreements will adjust upward based on increases in the producer price index over the term of the agreements. Additionally, we agreed to indemnify HEP up to an aggregate amount of $17.5 million for any environmental noncompliance and remediation liabilities associated with the assets transferred to HEP and occurring or existing prior to the date of the transfers of ownership to HEP. Of this total, indemnification in excess of $15.0 million relates solely to the intermediate pipelines.

HEP is a variable interest entity (“VIE”) as defined under FIN 46, and following HEP’s acquisition of the intermediate feedstock pipelines in 2005, we determined that our beneficial variable interest in HEP was less than 50%. We report our share of the earnings of HEP, including any incentive distributions paid through our general partner interest, using the equity method of accounting. HEP has risk associated with its operations. HEP has three major customers, of which we are one. If any of the customers fails to meet the desired shipping levels or terminates

its contracts, HEP could suffer substantial losses unless a new customer is found. If HEP does suffer losses, we would recognize our percentage of those losses based on our ownership percentage in HEP at that time.

We hold 7,000,000 subordinated units and 70,000 common units of HEP as of September 30, 2007. Our rights as holder of subordinated units to receive distributions of cash from HEP are subordinated to the rights of the common unitholders to receive such distributions.

The following table sets forth the changes in our investment account balance with HEP for the nine months ended September 30, 2007 (In thousands):

Investment in HEP balance at December 31, 2006		$	(164,405	)
Equity in the earnings of HEP			13,864
Regular quarterly distributions from HEP			(16,865	)
Investment in HEP balance at September 30, 2007		$	(167,406	)

The following tables provide summary financial results for HEP.

		September 30,				December 31,
		2007				2006
		(In thousands)
Current assets		$	20,229			$	23,624
Properties and equipment, net			154,770				160,484
Transportation agreements and other			57,392				59,465
Total assets		$	232,391			$	243,573
Current liabilities		$	9,594			$	14,174
Long-term liabilities			182,515				182,210
Minority interest			10,486				10,963
Partners’ equity			29,796				36,226
Total liabilities and partners’ equity		$	232,391			$	243,573

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
		(In thousands)
Revenues		$	27,213			$	22,899			$	78,216			$	63,864
Operating costs and expenses			13,008				12,098				38,889				36,723
Operating income			14,205				10,801				39,327				27,141
Other expenses, net			(3,515	)			(3,050	)			(10,197	)			(9,257	)
Net income		$	10,690			$	7,751			$	29,130			$	17,884

We have related party transactions with HEP for pipeline and terminal expenses, certain employee costs, insurance costs, and administrative costs under the HEP PTA, HEP IPA and an Omnibus Agreement.

	•		Pipeline and terminal expenses paid to HEP were $14.8 million and $14.3 million for the three months ended September 30, 2007 and 2006, respectively, and $44.9 million and $37.3 million for the nine months ended September 30, 2007 and 2006, respectively.
	•		For the three and nine months ended September 30, 2007, we purchased from HEP, $2.7 million of inventory of accumulated terminal overages of refined product. These overages arose from net product gains at HEP’s terminals from the beginning of 2005 through the third quarter of 2007. We are currently negotiating an amendment to our pipelines and terminals agreement with HEP that provides that such terminal overages of refined product shall belong to us in the future.

	•		We charged HEP $0.6 million and $0.5 million for the three months ended September 30, 2007 and 2006, respectively, and $1.6 million and $1.5 million for the nine months ended September 30, 2007 and 2006, respectively, for general and administrative services under the Omnibus Agreement which we recorded as a reduction in expenses.
	•		HEP reimbursed us for costs of employees supporting their operations of $2.0 million for the three months ended September 30, 2007 and 2006, and $6.6 million and $5.7 million for the nine months ended September 30, 2007 and 2006, respectively, which we recorded as a reduction in expenses.
	•		We reimbursed HEP $80,000 and $42,000 for the three months ended September 30, 2007 and 2006, respectively, and $179,000 and $138,000 for the nine months ended September 30, 2007 and 2006, respectively, for certain costs paid on our behalf.
	•		We received as regular distributions on our subordinated units, common units and general partner interest, $5.8 million and $5.2 million for the three months ended September 30, 2007 and 2006, respectively, and $16.9 million and $15.0 million for the nine months ended September 30, 2007 and 2006, respectively. Our distributions for the three months ended September 30, 2007 and 2006 included $0.6 million and $0.3 million, respectively, in incentive distributions with respect to our general partner interest. General partner incentive distributions of $1.5 million and $0.8 million were included in our distributions for the nine months ended September 30, 2007 and 2006, respectively.
	•		We had a related party receivable from HEP of $1.5 million and $2.2 million at September 30, 2007 and December 31, 2006, respectively.
	•		We had accounts payable to HEP of $7.6 million and $5.7 million at September 30, 2007 and December 31, 2006, respectively.
	•		“Prepayments and other” includes $1.2 million and $0.2 million at September 30, 2007 and December 31, 2006, respectively, related to minimum payments under the HEP IPA which may be applied as credits against future billings from HEP if our shipments exceed the minimum volume commitments on the intermediate pipelines.

NOTE 4: Earnings Per Share

Basic earnings per share from continuing operations is calculated as income from continuing operations divided by the average number of shares of common stock outstanding. Diluted earnings per share from continuing operations assumes, when dilutive, the issuance of the net incremental shares from stock options, variable restricted shares and performance share units. The following is a reconciliation of the denominators of the basic and diluted per share computations for income from continuing operations:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
		(In thousands, except per share data)
Income from continuing operations		$	58,126			$	79,201			$	284,295			$	198,090
Average number of shares of common stock outstanding			54,819				56,555				54,988				57,393
Effect of dilutive stock options, variable restricted shares and performance share units			1,034				1,228				1,029				1,250
Average number of shares of common stock outstanding assuming dilution			55,853				57,783				56,017				58,643
Basic earnings per share from continuing operations		$	1.06			$	1.40			$	5.17			$	3.45
Diluted earnings per share from continuing operations		$	1.04			$	1.37			$	5.08			$	3.38

NOTE 5: Stock-Based Compensation

On September 30, 2007 we had three principal share-based compensation plans, which are described below. The compensation cost recognized under these plans was $0.6 million and $3.1 million for the three months ended September 30, 2007 and 2006, respectively, and $9.7 million and $14.0 million for the nine months ended September 30, 2007 and 2006, respectively. The total income tax benefit recognized in our consolidated statements of income for share-based compensation arrangements was $0.2 million and $1.2 million for the three months ended September 30, 2007 and 2006, respectively, and $3.8 million and $5.4 million for the nine months ended September 30, 2007 and 2006, respectively. It is currently our practice to issue new shares for settlement of option exercises, restricted stock grants or performance share units settled in stock. Our current accounting policy for the recognition of compensation expense on awards with pro-rata vesting (substantially all of our awards) is to expense the costs pro-rata over the vesting periods. At September 30, 2007, 2,546,159 shares of common stock were reserved for future grants under the current long-term incentive compensation plan, which reservation allows for awards of options, restricted stock, or other performance awards.

Previously awarded stock options and all other compensation arrangements based on the market value of our common stock have been adjusted to reflect the two-for-one stock split effective June 1, 2006.

Stock Options

Under our Long-Term Incentive Compensation Plan and a previous stock option plan, we have granted stock options to certain officers and other key employees. All the options have been granted at prices equal to the market value of the shares at the time of the grant and normally expire on the tenth anniversary of the grant date. These awards generally vest 20% at the end of each of the five years following the grant date. There have been no options granted since December 2001. The fair value on the date of grant of each option awarded was estimated using the Black-Scholes option pricing model.

A summary of option activity and changes during the nine months ended September 30, 2007 is presented below:

										Weighted-
						Weighted–				Average				Aggregate
						Average				Remaining				Intrinsic
						Exercise				Contractual				Value
Options		Shares				Price				Term				($000)
Outstanding at January 1, 2007			1,576,800			$	2.25
Exercised			(189,600	)			3.19
Forfeited or expired			—				—
Outstanding at September 30, 2007			1,387,200			$	2.12				2.4			$	80,053
Exercisable at September 30, 2007			1,387,200			$	2.12				2.4			$	80,053

The total intrinsic value of options exercised during the nine months ended September 30, 2007 and 2006, was $12.0 million and $27.1 million, respectively.

At September 30, 2007 and December 31, 2006, all stock options granted were fully vested. The total fair value of shares vested during the nine months ended September 30, 2006 was $0.3 million.

Cash received from option exercises under the stock option plans for the nine months ended September 30, 2007 and 2006, was $0.6 million and $2.4 million, respectively. The actual tax benefit realized for the tax deductions from option exercises under the stock option plans totaled $4.7 million and $10.4 million for the nine months ended September 30, 2007 and 2006, respectively.

Restricted Stock

Under our Long-Term Incentive Compensation Plan, we grant certain officers, other key employees and outside directors restricted stock awards with substantially all awards vesting generally over a period of one to five years. Although ownership of the shares does not transfer to the recipients until after the shares vest, recipients have dividend rights on these shares from the date of grant. The vesting for certain key executives is contingent upon certain earnings per share targets being realized. The fair value of each share of restricted stock awarded, including the shares issued to the key executives, was measured based on the market price as of the date of grant and is being amortized over the respective vesting period.

A summary of restricted stock grant activity and changes during the nine months ended September 30, 2007 is presented below:

						Weighted–
						Average
						Grant-Date				Aggregate Intrinsic
Restricted Stock		Grants				Fair Value				Value ($000)
Outstanding at January 1, 2007 (nonvested)			494,922			$	15.07
Vesting and transfer of ownership to recipients			(253,802	)			13.35
Granted			70,158				59.13
Forfeited			(21,687	)			25.54
Outstanding at September 30, 2007 (nonvested)			289,591			$	26.46			$	17,326

The total intrinsic value of restricted stock vested and transferred to recipients during the nine months ended September 30, 2007 and 2006 was $15.2 million and $5.5 million, respectively. As of September 30, 2007, there was $3.2 million of total unrecognized compensation cost related to nonvested restricted stock grants. That cost is expected to be recognized over a weighted-average period of 1.0 years. The total fair value of shares vested during the nine months ended September 30, 2007 and 2006 was $3.4 million and $1.0 million, respectively.

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 either cash or stock upon meeting certain criteria over the service period, and generally vest over a period of one to three years. Under the terms of our performance share unit grants, awards are subject to either a “financial performance” or a “market performance” criteria.

During the 2007 first quarter, we granted 42,813 performance share units with a fair value based on our grant date closing stock price of $55.47. In the third quarter of 2007, we granted an additional 2,450 performance share units having a grant date closing stock price of $74.19. These units are payable in stock and are subject to certain financial performance criteria.

The fair value of each performance share unit award subject to the financial performance criteria and payable in stock is computed using the grant date closing stock price of each respective award grant and will apply to the number of units ultimately awarded. The number of shares ultimately issued for each award will be based on our financial performance as compared to peer group companies over the performance period and can range from zero to 200%. As of September 30, 2007, estimated share payouts for outstanding nonvested performance share unit awards ranged from 150% to 200%.

The fair value of each performance share unit award based on market performance criteria and payable in stock is computed based on an expected-cash-flow approach. The analysis utilizes the grant date closing stock price, dividend yield, historical total returns, expected total returns based on a capital asset pricing model methodology, standard deviation of historical returns and comparison of expected total returns with the peer group. The expected total return and historical standard deviation are applied to a lognormal expected return distribution in a Monte Carlo simulation model to identify the expected range of potential returns and probabilities of expected returns.

The fair value of each performance share unit award payable in cash is computed quarterly using an expected-cash-flow approach. The analysis utilizes the current stock price, dividend yield, historical total returns as of the measurement date, expected total returns based on a capital asset pricing model methodology, standard deviation of historical returns and comparison of expected total returns with the peer group. The expected total return and historical standard deviation are applied to a lognormal expected return distribution in a Monte Carlo simulation model to identify the expected range of potential returns and probabilities of expected returns.

At September 30, 2007, the price of our stock was $59.83, the latest quarterly dividend was $0.12, and the risk-free rate was 4.89%. The inputs affecting the expected total return for us and the peer group are based on a capital asset pricing model utilizing information available at the measurement date. The monthly standard deviation of returns is based on the standard deviation of historical return information. The expected return and standard deviation are presented below:

						Standard
Company		Expected Return on Equity				Deviation (Monthly)
Holly			13.3	%			13.1	%
Peer group		11.0% to 13.3%				9.4% to 15.2%

A summary of performance share units’ activity and changes during the nine months ended September 30, 2007 is presented below:

										Financial
		Market Performance								Performance
		Payable in				Stock				Stock				Total
		Cash				Settled				Settled				Performance
Performance Share Units		Grants				Grants				Grants				Share Units
Outstanding at January 1, 2007 (nonvested)			227,350				125,774				74,928				428,052
Vesting and payment of benefit to recipients			(145,900	)			(75,500	)			—				(221,400	)
Granted			—				—				45,263				45,263
Forfeited			—				(7,800	)			(10,063	)			(17,863	)
Outstanding at September 30, 2007 (nonvested)			81,450				42,474				110,128				234,052

For the nine months ended September 30, 2007 we paid $15.5 million in cash and issued 75,500 shares of our common stock having a fair value of $3.7 million related to vested performance share units. As of September 30, 2007, the cash liability associated with nonvested performance share units was $8.9 million and is recorded in “Accrued liabilities” in our consolidated balance sheets. At September 30, 2007, there was a total of $5.0 million of unrecognized compensation cost related to nonvested performance share units. This total consists of unrecognized compensation costs of $4.1 million related to stock-settled performance units having a weighted average grant date fair value of $37.29 and $0.9 million related to cash-settled performance units having a weighted average fair value of $119.42. These costs are expected to be recognized over a weighted-average period of 1.3 years.

NOTE 6: Cash and Cash Equivalents and Investments in Marketable Securities

Our investment portfolio consists of cash, cash equivalents, and investments in debt securities primarily issued by government entities. In addition, as part of the sale of the Montana Refinery, we received 1,000,000 shares of Connacher common stock.

We invest in highly-rated marketable debt securities, primarily issued by government entities that have maturities at the date of purchase of greater than three months. These securities include investments in variable rate demand notes (“VRDN”) and auction rate securities (“ARS”). Although VRDN and ARS may have long-term stated maturities, generally 15 to 30 years, we have designated these securities as available-for-sale and have classified them as current because we view them as available to support our current operations. Rates on VRDN are typically reset either daily or weekly. Rates on ARS are reset through a Dutch auction process at intervals between 35 and 90 days, depending on the terms of the security. VRDN and ARS may be liquidated at par on the rate reset date. We also invest in other

marketable debt securities with the maximum maturity of any individual issue not greater than two years from the date of purchase. All of these instruments are classified as available-for-sale, and as a result, are reported at fair value. Interest income is recorded as earned. Unrealized gains and losses, net of related income taxes, are temporary and reported as a component of accumulated other comprehensive income. Upon sale, realized gains and losses on the sale of marketable securities are computed based on the specific identification of the underlying cost of the securities sold and the unrealized gains and losses previously reported in other comprehensive income are reclassified to current earnings.

The following is a summary of our available-for-sale securities at September 30, 2007:

		Available-for-Sale Securities
						Gross				Estimated
						Unrealized				Fair Value
		Amortized				Gains				(Net Carrying
		Cost				(Losses)				Amount)
		(In thousands)
States and political subdivisions		$	266,273			$	403			$	266,676
Equity securities			4,328				(308	)			4,020
Total marketable securities		$	270,601			$	95			$	270,696

Interest income on our marketable debt securities for the nine months ended September 30, 2007 and 2006 included $7.1 million and $4.5 million, respectively, of interest earned, $46,000 and $94,000, respectively, in realized gains and amortization of $0.8 million and $1.4 million, respectively, in net premiums paid related to our marketable debt securities. We had 173 and 232 sales and maturities during the nine months ended September 30, 2007 and 2006, respectively, in which we received a total of $394.4 million and $285.9 million, respectively. The realized gains represent the difference between the purchase price, as amortized, and the market value on the maturity or sales date.

NOTE 7: Environmental

Consistent with our accounting policy for environmental remediation costs, we expensed $0 and $0.4 million for the three months ended September 30, 2007 and 2006, respectively, and $2.3 million and $3.6 million for the nine months ended September 30, 2007 and 2006, respectively, for environmental remediation obligations. The accrued environmental liability reflected in the consolidated balance sheets was $9.0 million and $7.6 million at September 30, 2007 and December 31, 2006, respectively, of which $6.2 million and $6.1 million, respectively, were classified as other long-term liabilities. Costs of future expenditures for environmental remediation are not discounted to their present value.

NOTE 8: Debt

Credit Facility

We have a $175.0 million secured revolving credit facility with Bank of America as administrative agent and lender, with a term of four years and an option to increase the facility to $225.0 million subject to certain conditions. This credit facility expires in 2008 and may be used to fund working capital requirements, capital expenditures, acquisitions or other general corporate purposes. We were in compliance with all covenants at September 30, 2007. At September 30, 2007, we had outstanding letters of credit totaling $2.5 million, and no outstanding borrowings under our credit facility. At that level of usage, the unused commitment under our credit facility was $172.5 million at September 30, 2007.

We made cash interest payments of $0.7 million and $0.5 million for the nine months ended September 30, 2007 and 2006, respectively.

NOTE 9: Income Taxes

The effective tax rate for continuing operations was 33.0% and 35.6% for the nine months ending September 30, 2007 and 2006, respectively. The decrease in our effective tax rate was principally due to a statutory increase in the federal tax deduction for domestic manufacturing activities and an increase in the low sulfur diesel fuel production tax credit.

NOTE 10: Stockholders’ Equity

Two-For-One Stock Split: On May 11, 2006, we announced that our Board of Directors approved a two-for-one stock split payable in the form of a stock dividend of one share of common stock for each issued and outstanding share of common stock. The stock dividend was paid on June 1, 2006 to all holders of record of common stock at the close of business on May 22, 2006.

All references to the number of shares of common stock and per share amounts for all periods presented have been adjusted to reflect the split on a retrospective basis.

Common Stock Repurchases: On August 9, 2007, we announced that our Board of Directors had authorized a $100.0 million increase to our current common stock repurchase program increasing the authorized stock repurchase limit from $300.0 million to $400.0 million. Common stock repurchases are being made from time to time in the open market or privately negotiated transactions based on market conditions, securities law limitations and other factors. During the nine months ended September 30, 2007, we repurchased 1,327,090 shares at a cost of $79.0 million or an average of $59.55 per share under this repurchase initiative. Since inception of this repurchase initiative in November 2005 through September 30, 2007, we have repurchased 6,773,297 shares at a cost of $286.0 million or an average of $42.22 per share.

During the nine months ended September 30, 2007, we repurchased at current market price from certain officers and other key employees 121,420 shares of our common stock at a cost of $5.1 million. These purchases were made under the terms of restricted stock and performance share unit agreements to provide funds for the payment of payroll and income taxes due at the vesting of restricted shares in the case of officers and employees who did not elect to satisfy such taxes by other means.

NOTE 11: Other Comprehensive Income

The components and allocated tax effects of other comprehensive income (loss) are as follows:

		Tax Expense
		Before-Tax				(Benefit)				After-Tax
		(In thousands)
For the three months ended September 30, 2007
Unrealized gain on available-for-sale securities		$	1,073			$	(18	)		$	1,091
Other comprehensive income		$	1,073			$	(18	)		$	1,091
For the three months ended September 30, 2006
Unrealized loss on available-for-sale securities		$	(416	)		$	(163	)		$	(253	)
Other comprehensive loss		$	(416	)		$	(163	)		$	(253	)
For the nine months ended September 30, 2007
Retirement medical obligation adjustment		$	(2,792	)		$	(1,086	)		$	(1,706	)
Unrealized gain on available-for-sale securities			1,496				147				1,349
Other comprehensive loss		$	(1,296	)		$	(939	)		$	(357	)
For the nine months ended September 30, 2006
Unrealized loss on available-for-sale securities		$	(625	)		$	(244	)		$	(381	)
Other comprehensive loss		$	(625	)		$	(244	)		$	(381	)

Unrealized gains and losses are due to changes in market values of our available-for-sale securities and are temporary in nature.

Accumulated other comprehensive loss in the equity section of our consolidated balance sheets includes:

		September 30,				December 31,
		2007				2006
		(In thousands)
Pension obligation adjustment		$	(1,115	)		$	(1,115	)
Unrealized gain (loss) on available-for-sale securities			493				(856	)
Adjustment to apply adoption of SFAS No. 158, net of income tax effect of $8,149 and $7,063, respectively			(11,093	)			(9,387	)
Accumulated other comprehensive loss		$	(11,715	)		$	(11,358	)

NOTE 12: Retirement Plan

We have a non-contributory defined benefit retirement plan that covers most of our employees who were hired prior to January 1, 2007. Our policy is to make contributions annually of not less than the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Benefits are based on the employee’s years of service and compensation.

The net periodic pension expense consisted of the following components:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
						(In thousands)
Service cost		$	1,027			$	1,022			$	3,082			$	3,248
Interest cost			1,019				1,018				3,056				3,115
Expected return on assets			(1,020	)			(863	)			(3,059	)			(2,611	)
Amortization of prior service cost			98				63				293				196
Amortization of net loss			227				217				681				825
One time cost incurred with sale of Montana Refinery			—				—				—				300
Net periodic benefit cost		$	1,351			$	1,457			$	4,053			$	5,073

The expected long-term annual rate of return on plan assets is 8.5%. This rate was used in measuring 2007 and 2006 net periodic benefit cost. We contributed $10.0 million to the retirement plan in the third quarter of 2007.

NOTE 13: Contingencies

On May 29, 2007, the United States Court of Appeals for the District of Columbia Circuit (“Court of Appeals”) issued its decision on petitions for review, brought by us and other parties, concerning rulings by the Federal Energy Regulatory Commission (“FERC”) in proceedings brought by us and other parties against SFPP. These proceedings relate to tariffs of common carrier pipelines, which are owned and operated by SFPP, for shipments of refined products from El Paso, Texas to Tucson and Phoenix, Arizona and from points in California to points in Arizona. We are one of several refiners that regularly utilize an SFPP pipeline to ship refined products from El Paso, Texas to Tucson and Phoenix, Arizona. The Court of Appeals in its May 29, 2007 decision approved a FERC position, which is adverse to us, on the treatment of income taxes in the calculation of allowable rates for pipelines operated by partnerships and ruled in our favor on an issue relating to our rights to reparations when it is determined that certain tariffs we paid to SFPP in the past were too high. We currently estimate that, as a result of this decision and prior rulings by the Court of Appeals and the FERC in these proceedings, a net amount will be due from SFPP to us for the

years 1992 through August 31, 2006 in addition to the $15.3 million we received in 2003 from SFPP as reparations for the period from 1992 through July 2000. Because proceedings in the FERC following the Court of Appeals decision have not been completed and because the decision of the Court of Appeals could be the subject of petitions by one or more parties seeking United States Supreme Court review of issues addressed, it is not possible at this time to determine what will be the net amount payable to us at the conclusion of these proceedings. We and other shippers are currently engaged in settlement discussions with SFPP on remaining issues in the FERC proceedings. These discussions have achieved an agreement for partial settlement relating to shipments from El Paso to Tucson and Phoenix for the period from June 1, 2006 through November 30, 2007. If approved by the FERC, the settlement would leave for resolution in pending proceedings all remaining issues for other periods.

In discussions beginning in the last half of 2005, the EPA and the State of Utah have asserted that we have Federal Clean Air Act liabilities relating to our Woods Cross Refinery because of actions taken or not taken by prior owners of the Woods Cross Refinery, which we purchased from ConocoPhillips in June 2003. We have tentatively agreed with the EPA and the State of Utah to settle the issues presented by means of an agreement similar to the 2001 Consent Agreement we entered into for our Navajo Refinery and previously-owned Montana Refinery. The tentative settlement agreement, which has not yet been put into a final written agreement, includes proposed obligations for us to make specified additional capital investments expected to total up to approximately $10.0 million over several years and to make changes in operating procedures at the refinery. The agreements for the purchase of the Woods Cross Refinery provide that ConocoPhillips will indemnify us, subject to specified limitations, for environmental claims arising from circumstances prior to our purchase of the refinery. We believe that, in the present circumstances, the amount due to us from ConocoPhillips under the agreements for the purchase of the Woods Cross Refinery would be approximately $1.4 million with respect to the tentative settlement.

On December 6, 2006, the Montana Department of Environment Quality (“MDEQ”) filed in state district court in Great Falls, Montana a Complaint and Application for Preliminary injunction (the “Complaint“) naming as defendants Montana Refining Company (“MRC”), our subsidiary that owned the Great Falls. Montana refinery until it was sold to an unrelated purchaser on March 31, 2006, and the unrelated company that purchased the refinery from MRC. The MDEQ assets in the Complaint that the Great Falls refinery exceeded limitations on sulfur dioxide in the refinery’s air emission permit on certain dates in 2004 and 2005 and in 2006 both before and after the sale of the refinery, erroneously certified compliance with limitations on sulfur dioxide emissions failed to promptly report emissions limit deviations, exceeded limits on sulfur in fuel gas on specified dates in 2005, failed in 2005 to conduct timely testing for certain emissions, submitted late a report required to be submitted in early 2006, failed to achieve a specified limitation on certain emissions in the first three quarters of 2006, and failed to timely submit a report on a 2005 emissions test. The Complaint seeks penalties under applicable law of up to $10,000 per violation and an order enjoining MRC and the current owner of the refinery from further violations. While we do not agree with a number of the violations asserted in the Complaint, we and the current owner of the Great Falls refinery have been in negotiations with the MDEQ both before and after the filing of the Complaint to attempt to settle the issues raised on a compromise basis. At the date of this report, we have negotiated a tentative settlement agreement, which has not yet been put into a final written agreement, under which we would make payments totaling approximately $100,000.

We are a party to various other litigation and proceedings not mentioned in this report which we believe, based on advice of counsel, will not have a materially adverse impact on our financial condition, results of operations or cash flows.

Note 14: Subsequent Events

On October 15, 2007, we entered into an agreement with HEP that amends the HEP PTA under which HEP has agreed to expand their refined products pipeline system between Artesia, New Mexico and El Paso, Texas (the “South System”). The amendment also provides for a tariff increase, effective May 1, 2008, on our shipments on HEP’s refined product pipelines and monetary incentives to HEP for the early completion of the South System expansion, currently targeted for January 31, 2009.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Item 2 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of Part I of this Quarterly Report on Form 10-Q. In this document, the words “we”, “our” and “us” refer only to Holly Corporation and its consolidated subsidiaries or to Holly Corporation or an individual subsidiary and not to any other person.

OVERVIEW

We are principally an independent petroleum refiner operating two refineries in Artesia and Lovington, New Mexico (operated as one refinery and collectively known as the “Navajo Refinery”) and Woods Cross, Utah (the “Woods Cross Refinery”). As of September 30, 2007, our refineries had a combined crude capacity of 111,000 BPSD. Our profitability depends largely on the spread between market prices for refined petroleum products and crude oil prices. At September 30, 2007, we also owned a 45% interest in Holly Energy Partners, L.P. (“HEP”), which owns and operates pipeline and terminalling assets and owns a 70% interest in Rio Grande Pipeline Company (“Rio Grande”).

Our principal source of revenue is from the sale of high value light products such as gasoline, diesel fuel and jet fuel in markets in the southwestern and western United States. Our sales and other revenues and net income for the nine months ended September 30, 2007 were $3,351.5 million and $284.3 million, respectively. Our sales and other revenues and net income for the nine months ended September 30, 2006 were $3,085.1 million and $218.9 million, respectively. Our principal expenses are costs of products sold and operating expenses. Our total operating costs and expenses for the nine months ended September 30, 2007 were $2,950.8 million, as compared to $2,791.8 million for the nine months ended September 30, 2006.

On March 31, 2006 we sold our petroleum refinery in Great Falls, Montana (the “Montana Refinery”) to a subsidiary of Connacher Oil and Gas Limited (“Connacher”). The net cash proceeds we received on the sale of the Montana Refinery amounted to $48.9 million, net of transaction fees and expenses. Additionally we received 1,000,000 shares of Connacher common stock valued at approximately $4.3 million at March 31, 2006. We have presented in discontinued operations the results of operations and a net gain of $13.8 million on the sale.

On August 9, 2007, we announced that our Board of Directors had authorized a $100.0 million increase to our current common stock repurchase program increasing the authorized stock repurchase limit from $300.0 million to $400.0 million. Common stock repurchases are being made from time to time in the open market or privately negotiated transactions based on market conditions, securities law limitations and other factors. During the nine months ended September 30, 2007, we repurchased under this repurchase initiative 1,327,090 shares at a cost of $79.0 million or an average of $59.55 per share. Since inception of this repurchase initiative in November 2005 through September 30, 2007, we have repurchased 6,773,297 shares at a cost of $286.0 million or an average of $42.22 per share.

RESULTS OF OPERATIONS

Financial Data (Unaudited)

		Three Months Ended
		September 30,								Change from 2006
		2007				2006				Change				Percent
		(In thousands, except per share data)
Sales and other revenues		$	1,208,671			$	1,172,693			$	35,978				3.1	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation, depletion and amortization)			1,059,471				979,309				80,162				8.2
Operating expenses (exclusive of depreciation, depletion and amortization)			52,185				54,146				(1,961	)			(3.6	)
General and administrative expenses (exclusive of depreciation, depletion and amortization)			18,798				12,566				6,232				49.6
Depreciation, depletion and amortization			10,531				9,480				1,051				11.1
Exploration expenses, including dry holes			54				102				(48	)			(47.1	)
Total operating costs and expenses			1,141,039				1,055,603				85,436				8.1
Income from operations			67,632				117,090				(49,458	)			(42.2	)
Other income (expense):
Equity in earnings of HEP			5,564				3,596				1,968				54.7
Interest income			4,368				2,747				1,621				59.0
Interest expense			(297	)			(268	)			(29	)			10.8
			9,635				6,075				3,560				58.6
Income from continuing operations before income taxes			77,267				123,165				(45,898	)			(37.3	)
Income tax provision			19,141				43,964				(24,823	)			(56.5	)
Income from continuing operations			58,126				79,201				(21,075	)			(26.6	)
Income from discontinued operations, net of taxes			—				(199	)			199				(100.0	)
Net income		$	58,126			$	79,002			$	(20,876	)			(26.4	)%
Basic earnings per share:
Continuing operations		$	1.06			$	1.40			$	(0.34	)			(24.3	)%
Discontinued operations			—				—				—				—
Net income		$	1.06			$	1.40			$	(0.34	)			(24.3	)%
Diluted earnings per share:
Continuing operations		$	1.04			$	1.37			$	(0.33	)			(24.1	)%
Discontinued operations			—				—				—				—
Net income		$	1.04			$	1.37			$	(0.33	)			(24.1	)%
Cash dividends declared per common share		$	0.12			$	0.08			$	0.04				50.0	%
Average number of common shares outstanding:
Basic			54,819				56,555				(1,736	)			(3.1	)%
Diluted			55,853				57,783				(1,930	)			(3.3	)%

		Nine Months Ended
		September 30,								Change from 2006
		2007				2006				Change				Percent
		(In thousands, except per share data)
Sales and other revenues		$	3,351,535			$	3,085,127			$	266,408				8.6	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation, depletion and amortization)			2,708,422				2,562,803				145,619				5.7
Operating expenses (exclusive of depreciation, depletion and amortization)			153,430				155,705				(2,275	)			(1.5	)
General and administrative expenses (exclusive of depreciation, depletion and amortization)			55,993				44,813				11,180				24.9
Depreciation, depletion and amortization			32,623				28,187				4,436				15.7
Exploration expenses, including dry holes			311				329				(18	)			(5.5	)
Total operating costs and expenses			2,950,779				2,791,837				158,942				5.7
Income from operations			400,756				293,290				107,466				36.6
Other income (expense):
Equity in earnings of HEP			13,864				8,324				5,540				66.6
Interest income			10,478				6,890				3,588				52.1
Interest expense			(840	)			(815	)			(25	)			3.1
			23,502				14,399				9,103				63.2
Income from continuing operations before income taxes			424,258				307,689				116,569				37.9
Income tax provision			139,963				109,599				30,364				27.7
Income from continuing operations			284,295				198,090				86,205				43.5
Income from discontinued operations, net of taxes			—				20,817				(20,817	)			(100.0	)
Net income		$	284,295			$	218,907			$	65,388				29.9	%
Basic earnings per share:
Continuing operations		$	5.17			$	3.45			$	1.72				49.9	%
Discontinued operations			—				0.36				(0.36	)			(100.0	)
Net income		$	5.17			$	3.81			$	1.36				35.7	%
Diluted earnings per share:
Continuing operations		$	5.08			$	3.38			$	1.70				50.3	%
Discontinued operations			—				0.35				(0.35	)			(100.0	)
Net income		$	5.08			$	3.73			$	1.35				36.2	%
Cash dividends declared per common share		$	0.34			$	0.21			$	0.13				61.9	%
Average number of common shares outstanding:
Basic			54,988				57,393				(2,405	)			(4.2	)%
Diluted			56,017				58,643				(2,626	)			(4.5	)%