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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2009 (December 3, 2009)

HOLLY CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware	001-03876	75-1056913
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification Number)


100 Crescent Court,		75201-6915
Suite 1600		(Zip code)
Dallas, Texas
(Address of principal
executive offices)

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

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01.		Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

Furnished as Exhibit 99.1 and incorporated herein by reference in its entirety is a copy of the presentation to be presented by Holly Corporation (the “Company”) on December 3, 2009 at the Banc of America Securities — Merrill Lynch Credit Conference in New York City. The presentation contained in Exhibit 99.1 may also be made available to current and potential investors in the Company at other meetings.

A copy of the presentation will also be made available in the investors section of the Company’s website at www.hollycorp.com, although the Company reserves the right to discontinue that availability at any time.

In accordance with General Instruction B.2. of Form 8-K, the information furnished in this report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically incorporates it by reference in a document filed under the Exchange Act or the Securities Act of 1933. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report, including Exhibit 99.1, or that any such information includes material investor information that is not otherwise publicly available.

The information contained in this report on Form 8-K, including the information contained in Exhibit 99.1, is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company disclaims any current intention to revise or update the information contained in this report, including the information contained in Exhibit 99.1, although the Company may do so from time to time as its management believes is warranted. Any such updating may be made through the furnishing or filing of other reports or documents with the SEC, through press releases or through other public disclosure.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.



99.1	—	Presentation by the Company to be presented on December 3, 2009 at the Banc of America Securities — Merrill Lynch Credit Conference in New York City.*


*		Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HOLLY CORPORATION
	By:	/s/ Scott C. Surplus
		Scott C. Surplus
Date: December 3, 2009		Vice President and Controller

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EXHIBIT INDEX


Exhibit
Number		Exhibit Title

99.1	—	Presentation by the Company to be presented on December 3, 2009 at the Banc of America Securities — Merrill Lynch Credit Conference in New York City.*


*		Furnished herewith.

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Holly Corporation Holly Energy Partners

Banc of America Securities-Merrill Lynch Credit Conference

December 3, 2009

Exhibit 99.1

Disclosure Statement

Statements made during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and necessarily involve risks that may affect the business prospects and performance of Holly Corporation and/or Holly Energy Partners, L.P., and actual results may differ materially from those discussed during the presentation. Such risks and uncertainties include but are not limited to risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products in Holly’s and Holly Energy Partners’ 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 or shutdowns in refinery operations or pipelines, effects of governmental regulations and policies, the availability and cost of financing to Holly and Holly Energy Partners, the effectiveness of Holly’s and Holly Energy Partners’ capital investments and marketing and acquisition strategies, the possibility of terrorist attacks and the consequences of any such attacks, and general economic conditions. Additional information on risks and uncertainties that could affect the business prospects and performance of Holly and Holly Energy Partners is provided in the most recent reports of Holly and Holly Energy Partners filed with the Securities and Exchange Commission. All forward-looking statements included in this presentation are expressly qualified in their entirety by the foregoing cautionary statements. Holly and Holly Energy Partners undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Presentation Outline

· Overview of Holly and HEP

· Financial Performance

· Focused Growth Orientation

· Balance Sheet Highlights and Liquidity

· Conclusion

Presentation Outline

· Overview of Holly and HEP

· Financial Performance

· Focused Growth Orientation

· Balance Sheet Highlights and Liquidity

· Conclusion

Overview of Holly and HEP

Holly Corporation: 9 Holly’s refineries operate in Southwest, Rockies & Mid-Continent markets 9 256,000 bpsd of refining capacity and 1 weighted average complexity of over 12.0 9 Refineries directly connected to domestic or Canadian crude trading hubs 9 Owns 100% of GP and 7.3 million LP units of Holly Energy Partners (NYSE: HEP) Holly Energy Partners: 9 Over 2,700 miles of refined product & crude pipelines 9 11 Terminals & 4 loading rack facilities in 7 states (3 terminals co-owned) 9 Approximately 4.5 million bbls of refined product & crude oil storage 9 25% interest in Salt Lake pipeline, a joint venture with Plains, delivering crude oil into the Salt Lake valley

Holly Investment Highlights

HEP Investment Highlights

· 100% fee based revenue business

· Long term contracts supporting revenue stream

· Proven track record of distribution increases

· No commodity ownership risk or related hedging

· Well maintained assets serving high growth markets

· Senior management team averages over 25 years of industry experience

· Benefits from Holly’s refining growth plan

Presentation Outline

· Overview of Holly and HEP

· Financial Performance

· Focused Growth Orientation

· Balance Sheet Highlights and Liquidity

· Conclusion

Historical EBITDA (in millions)

Refining Margins (2004—2008 range)

HEP Distribution Growth

Presentation Outline

· Overview of Holly and HEP

· Financial Performance

· Focused Growth Orientation

· Balance Sheet Highlights and Liquidity

· Conclusion

Enhanced Competitive Position at Legacy Refineries

Strategic Acquisitions at Historically Low Multiples

UNEV Pipeline & Refinery Economics

Overview:

400 mile, 12” refined products pipeline from Salt Lake City to Las Vegas with terminals in Cedar City, UT and Las Vegas, NV

Holly owns 75% interest (Sinclair 25%) Completion Date — Fall 2010

Benefits:

Las Vegas trades at premium to Salt Lake Lowers impact of seasonal demand reduction Provides access to growth market for Rocky Mountain refiners

HEP Purchase Option:

At completion of construction, HEP will have option to purchase HOC’s interest in the pipeline JV for 180 days from completion of project at HOC’s cost (estimated to be $202.5 mm) plus a 7% per annum carrying cost

HEP EBITDA Growth Since Inception

Presentation Outline

· Overview of Holly and HEP

· Financial Performance

· Focused Growth Orientation

· Balance Sheet Highlights and Liquidity

· Conclusion

Balance Sheet Highlights and Liquidity

$millions Holly HEP

Cash 95.0 4.0

Senior notes 200.0 185.0

Revolver capacity (1) 350.0 300.0

Balance — 245.0

2010 Capex est 200.0 10.0

Subsequent events: — Add’l $100 mm — Approx $75 mm debt issued equity issued Oct 2009 Nov 2009 — Roadrunner sale — RGJV sale — Sinclair — Roadrunner Transaction purchase Pending — Sinclair Transaction Pending

Proceeds from Holly UNEV sale to HEP in late 2010/ early 2011 expected to be over $200 mm; covers Holly’s 2010 est capex

Holly and HEP Debt — Key Terms

Amount Company ($mm) Key Terms

Holly $300.0 Coupon: 9.875%

Due 2017

Non-call 4

Holly Energy $185.0 Coupon: 6.250%

Partners Due 2015

Non-call 5

$245.0 LIBOR plus margin (< 6% average)

Expires August 2011

Presentation Outline

· Overview of Holly and HEP

· Financial Performance

· Focused Growth Orientation

· Balance Sheet Highlights and Liquidity

· Conclusion

Conclusion

Holly Corporation: 9 Competitive refining assets in attractive markets 9 Recent investments to make legacy refineries even stronger 9 Low entry cost for very complex Tulsa refining facility (Sunoco + Sinclair) 9 Conservative capital structure plus experienced management team 9 HEP ownership ($260 mm plus GP value) Holly Energy Partners: 9 100% fee-based business 9 Long-term contracts support minimum commitments 9 History of steady EBITDA/DCF growth 9 No commodity ownership risk 9 Benefits from Holly’s refining growth

Holly Corporation Holly Energy Partners

100 Crescent Court, Suite 1600 Dallas, Texas 75201 (214) 871-3555 Bruce R. Shaw, SVP-Chief Financial Officer M. Neale Hickerson, VP-Investor Relations www.hollycorp.com

Definitions

BPD: the number of barrels per calendar day of crude oil or petroleum products. BPSD: the number of barrels per stream day of crude oil or petroleum products.

EBITDA: Earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as net income plus (i) interest expense net of interest income, (ii) income tax provision, and (iii) depreciation, depletion and amortization. EBITDA is not a calculation provided for under accounting principles generally accepted in the United States; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. Our historical EBITDA is reconciled to net income under “Reconciliation to Amounts Reported Under Generally Accepted Accounting Principles” of Holly Corporation’s 2008 10-K filed February 27, 2009 Gas Oil Hydrocracker: a refinery unit which uses catalyst at high pressure and temperature and in the presence of hydrogen to convert high boiling point hydrocarbons to light transportation fuels and low sulfur FCC feedstock.

MMSCFD: million standard cubic feet per day.

Net Operating Margin: Net operating margin is a non-GAAP performance measure that is used by our management and others to compare our refining performance to that of other companies in our industry. This margin does not include the effect of depreciation, depletion and amortization. Other companies in our industry may not calculate this performance measure in the same manner. Our historical net operating margin is reconciled to net income under “Reconciliation to Amounts Reported Under Generally Accepted Accounting Principles” of Holly Corporation’s 2008 10-K filed February 27, 2009 Refining gross margin or refinery gross margin: 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. Refining gross margin or refinery gross margin is a non-GAAP performance measure that is used by our management and others to compare our refining performance to that of other companies in our industry.

This margin does not include the effect of depreciation, depletion and amortization. Other companies in our industry may not calculate this performance measure in the same manner. Our historical refining gross margin or refinery gross margin is reconciled to net income under “Reconciliation to Amounts Reported Under Generally Accepted Accounting Principles” of Holly Corporation’s 2008 10-K filed February 27, 2009.

Solvent deasphalter / residuum oil supercritical extraction (“ROSE”): 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.
Steady State EBITDA: EBITDA as defined above calculated on the basis of our projection of normal pipeline and terminal volumes from our customers, applicable tariffs and fees, and normal expense levels, and assuming no material unplanned shutdowns or unavailable capacity.