Slide 1: Frontier Oil and Holly Agree to Merger
FRONTIER Frontier Oil and Holly Agree to Merger Presentation on March 31, 2003
Slide 2: Safe Harbor
Safe Harbor This presentation includes “forward-looking statements” as defined by the Securities and Exchange Commission. Such statements are those concerning the contemplated transaction and strategie plans, expectations and objectives for future operations. All statements, other than statements of
Slide 3: Transaction Summary
Transaction Summary = Frontier Oil Corporation and Holly Corporation plan to merge = Frontier will be the surviving company = Each Holly share to be paid: = One share of Frontier at $17.85 = $11.11 in cash ($172.5 MM aggregate) = Represents 29% premium based on trailing 20 days average ending March
Slide 4: Strategic Rationale
Strategic Rationale Immediately accretive to earnings Combines highest return independents = Holly and Frontier rank 1 & 2"! in rate of return among, the independent refiners, with five years averages of 39% and 27% respectively. Critical mass = Improves share liquidity and size = Diversifies refini
Slide 5: Benefits of Merger
Benefits of Merger Strategic Merger Improved Financial Strength Mote Asset Diversification Expanded Market Areas Includes High Value Pipeline Assets Potential Cost Savings and Operational Synergies
Slide 6: Refining Overview
Refining Overview Crude Capacity Refinery Bpd El Dorado, KS (FTO) 110,000 Cheyenne, WY (FTO) 46,000 Artesia, NM (HOC) 75,000 © Woods Cross, UT ° (HOC) 25,000 Great Falls, MT (HOC) 7,000 Total 263,000 (1) Expansion expected to be completed in December 2003 (2) Pending
Slide 7: Refinery Locations and Product Markets
Ca) Refinery Locations . cnsamsn and Product Markets HOLY ‘Woods Cross, UTC) (©) Great Falls, MT * Pending Holly Markets
Slide 8: Holly
HOLLY i)
Slide 9: Management
Management = Board of Directors will be comprised of 50% Frontier Directors and 50% Holly Directors. = Lamar Norsworthy will be the Chairman of the Board. = Jim Gibbs will be the President and Chief Executive Officer. = Julie Edwards will be EVP & Chief Financial Officer. = Approximate head count po
Slide 10: Market Capitalization-Equity (Pre-Merger)
Market Capitalization-Equity (Pre-Merger) 4,365 2,837 1,950 1,413 ll 446 413 336 36 a Valero Sunoco Ashland Premeor Frontier Tesoro Holly Giant
Slide 11: Market Capitalization-Equity (Post-Merger)
Market Capitalization-Equity . © (Post-Merger) 4,000 3,500 # 3,000 2.837 2 2,500 050 = 2,000 = S 1,413 1,500 1,000 40 500 13 36 ° i = Valero Sunoco Ashland Premcor Frontier Tesoro Giant Est,
Slide 12: Net Debt to Book Capitalization (Pre-Merger)
& Net Debt to Book Capitalization (Pre-Merger) 80% 70% 60% 50% 40% 30% 20% 10% 0% Holly Frontier Sunoco Ashland Premcor Valero Tesoro Giant* ‘As of 12/31/02 * Has not yet filed 2002 10-K
Slide 13: Net Debt to Book Capitalization (Post-Merger)
Net Debt to Book Capitalization (Post-Merger) Sunoco ‘As of 12/31/02 Frontier Ashland Premcor Valero. += Tesoro. ~—Giant* Est, * Has not yet filed 2002 10-K
Slide 14: A New Large Independent Refiner
® , A New Large Independent Refiner = The new Frontier will have 5 refineries with capacity of 263,000 bpd and 2,000 miles of pipeline = Small refiner exemptions that delay sulfur spending still in effect = Leading refiner in the Rockies = Well-positioned to capitalize on strong refining fundamental
Slide 15: Investor Notice
® Investor Notice Frontier and Holly will file a proxy statement/prospectus and other documents regarding the proposed merger described in this presentation with the Securities and Exchange Commission. Investors and security holders are urged to read the proxy statementiprospectus when it becomes av
Slide 16: Frontier and Holly Contact Information
FRONTIER Frontier Oil Corporation 10000 Memorial Drive, Suite 600 Houston, TX 77024 Doug Aron 713-688-9600 x145, Email: daron@frontieroilcom HOLLY Holly Corporation 100 Crescent Court, Suite 1600 Dallas, TX 75201 Matt Clifton 214-871-3555 Email: matt @hollycorp.com