UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~September 30, 2014~~March 31, 2015



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

For the transition period from __________ to ____________

Commission File Number 1-3876

_________________________________________________________________

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		75-1056913
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2828 N. Harwood, Suite 1300 Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

(214) 871-3555

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	¨	Non-accelerated filer	¨	Smaller reporting company	¨

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

~~195,735,991~~194,702,524 shares of Common Stock, par value $.01 per share, were outstanding on ~~October 31, 2014~~April 30, 2015.

Table of Content

HOLLYFRONTIER CORPORATION

INDEX



	Page

Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION

Definitions	4

Item 1. Financial Statements

Consolidated Balance Sheets
~~September 30, 2014~~March 31, 2015 (Unaudited) and December 31, ~~2013~~2014	5

Consolidated Statements of Income (Unaudited)
Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~	6

Consolidated Statements of Comprehensive Income (Unaudited)
Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~	7

Consolidated Statements of Cash Flows (Unaudited)
~~Nine~~Three Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~	8

Notes to Consolidated Financial Statements (Unaudited)	9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3530

Item 3. Quantitative and Qualitative Disclosures About Market Risk	5142

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles	5142

Item 4. Controls and Procedures	5445

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	5546

Item 1A. Risk Factors	5647

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5647

Item 6. Exhibits	5647

Signatures	5748

Index to Exhibits	5849

Table of Content

FORWARD-LOOKING STATEMENTS

References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this 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 HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. This document contains certain disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.

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 Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those in Part II, Item 1 “Legal Proceedings” 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 and environmental regulations and policies;

the availability and cost of our financing;

the effectiveness of our capital investments and marketing strategies;

our efficiency in carrying out construction projects;

our ability to acquire refined product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or 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 SEC 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, the forward-looking statements that are referred to above. This summary discussion should be read in conjunction with the discussion of the known material 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, ~~2013~~2014 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 heading “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.

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PART I. FINANCIAL INFORMATION

DEFINITIONS

Within this report, the following terms have these specific meanings:

“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.

“Biodiesel” means a clean alternative fuel produced from renewable biological resources.

“Black wax crude oil” is a low sulfur, low gravity crude oil produced in the Uintah Basin in Eastern Utah that has certain characteristics that require specific facilities to transport, store and refine into transportation fuels.

“Cracking” means the process of breaking down larger, heavier and more complex hydrocarbon molecules into simpler and lighter molecules.

“Crude oil distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the vapor slightly above atmospheric pressure turning it back to liquid in order to purify, fractionate or form the desired products.

“Ethanol” means a high octane gasoline blend stock that is used to make various grades of gasoline.

“FCC,” or fluid catalytic cracking, means a refinery process that breaks down large complex hydrocarbon molecules into smaller more useful ones using a circulating bed of catalyst at relatively high temperatures.

“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.

“Isomerization” means a refinery process for rearranging the structure of C5/C6 molecules without changing their size or chemical composition and is used to improve the octane of C5/C6 gasoline blendstocks.

“LPG” means liquid petroleum gases.

“Lubricant” or “lube” means a solvent neutral paraffinic product used in commercial heavy duty engine oils, passenger car oils and specialty products for industrial applications such as heat transfer, metalworking, rubber and other general process oil.

“MSAT2” means Control of Hazardous Air Pollutants from Mobile Sources, a rule issued by the U.S. Environmental Protection Agency to reduce hazardous emissions from motor vehicles and motor vehicle fuels.

“MMBTU” means one million British thermal units.

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

“Sour crude oil” means crude oil containing quantities of sulfur greater than 0.4 percent by weight, while “sweet crude oil” means crude oil containing quantities of sulfur equal to or less than 0.4 percent by weight.

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

“WCS” means Western Canada Select crude oil and is made up of Canadian heavy conventional and bitumen crude oils blended with sweet synthetic and condensate diluents.

“WTI” means West Texas Intermediate and is a grade of crude oil used as a common benchmark in oil pricing. WTI is a sweet crude oil and has a relatively low density.

“WTS” means West Texas Sour, a medium sour crude oil.

Table of Content


Item 1.	Financial Statements

HOLLYFRONTIER CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	September 30, 2014			December 31, 2013			March 31, 2015			December 31, 2014
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (HEP: $1,667 and $6,352, respectively)	$	856,026		$	940,103
Cash and cash equivalents (HEP: $5,802 and $2,830, respectively)							$	594,092		$	567,985
Marketable securities	623,480			725,160			414,507			474,110
Total cash, cash equivalents and short-term marketable securities	1,479,506			1,665,263			1,008,599			1,042,095
Accounts receivable: Product and transportation (HEP: $35,972 and $34,736, respectively)	627,846			665,098
Accounts receivable: Product and transportation (HEP: $39,855 and $40,129, respectively)							504,864			507,040
Crude oil resales	62,405			43,704			21,989			82,865
	690,251			708,802			526,853			589,905
Inventories: Crude oil and refined products	1,491,318			1,241,448			998,936			920,104
Materials, supplies and other (HEP: $1,793 and $1,591, respectively)	88,147			112,799
Materials, supplies and other (HEP: $1,961 and $1,940, respectively)							116,742			115,027
	1,579,465			1,354,247			1,115,678			1,035,131
Income taxes receivable	32,888			109,376			—			11,719
Prepayments and other (HEP: $2,626 and $2,283, respectively)	111,623			58,756
Prepayments and other (HEP: $2,428 and $2,443, respectively)							64,648			104,148
Total current assets	3,893,733			3,896,444			2,715,778			2,782,998

Properties, plants and equipment, at cost (HEP: $1,252,071 and $1,199,594, respectively)	4,680,470			4,343,857
Less accumulated depreciation (HEP: $(235,848) and $(194,619), respectively)	(1,120,205		)	(949,261		)
Properties, plants and equipment, at cost (HEP: $1,305,065 and $1,269,161, respectively)							5,011,673			4,852,441
Less accumulated depreciation (HEP: $(258,078) and $(244,850), respectively)							(1,230,513		)	(1,181,902		)
	3,560,265			3,394,596			3,781,160			3,670,539
Other assets: Turnaround costs	217,796			258,436			254,639			257,153
Goodwill (HEP: $288,991 and $288,991, respectively)	2,331,781			2,331,922			2,331,781			2,331,781
Intangibles and other (HEP: $71,508 and $74,979, respectively)	178,195			175,341
Intangibles and other (HEP: $71,995 and $73,928, respectively)							178,769			188,169
	2,727,772			2,765,699			2,765,189			2,777,103
Total assets	$	10,181,770		$	10,056,739		$	9,262,127		$	9,230,640

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable (HEP: $15,084 and $22,898, respectively)	$	1,441,115		$	1,325,376
Accrued liabilities (HEP: $25,426 and $28,668, respectively)	122,933			125,115
Accounts payable (HEP: $28,491 and $17,881, respectively)							$	930,909		$	1,108,138
Income taxes payable							112,016			19,642
Accrued liabilities (HEP: $16,771 and $26,321, respectively)							112,975			106,214
Deferred income tax liabilities	222,701			223,999			16,503			17,409
Total current liabilities	1,786,749			1,674,490			1,172,403			1,251,403

Long-term debt (HEP: $851,416 and $807,630, respectively)	1,039,396			997,519
Deferred income taxes (HEP: $5,311 and $5,287, respectively)	659,666			616,842
Other long-term liabilities (HEP: $39,446 and $35,918, respectively)	135,111			158,490
Long-term debt (HEP: $890,742 and $867,579, respectively)							1,077,369			1,054,890
Deferred income taxes (HEP: $420 and $367, respectively)							631,030			646,870
Other long-term liabilities (HEP: $52,322 and $47,170, respectively)							181,822			176,758

Equity:
HollyFrontier stockholders’ equity:
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued	—			—			—			—
Common stock $.01 par value – 320,000,000 shares authorized; 255,962,866 shares issued as of September 30, 2014 and December 31, 2013	2,560			2,560
Common stock $.01 par value – 320,000,000 shares authorized; 255,962,866 shares issued as of March 31, 2015 and December 31, 2014							2,560			2,560
Additional capital	4,011,375			3,990,630			4,009,507			4,003,628
Retained earnings	3,162,173			3,144,480			2,942,707			2,778,577
Accumulated other comprehensive income	70,011			822			16,372			27,894
Common stock held in treasury, at cost – 59,764,477 and 57,132,515 shares as of September 30, 2014 and December 31, 2013, respectively	(1,271,962		)	(1,138,872		)
Common stock held in treasury, at cost – 61,260,342 and 59,876,776 shares as of March 31, 2015 and December 31, 2014, respectively							(1,344,300		)	(1,289,075		)
Total HollyFrontier stockholders’ equity	5,974,157			5,999,620			5,626,846			5,523,584
Noncontrolling interest	586,691			609,778			572,657			577,135
Total equity	6,560,848			6,609,398			6,199,503			6,100,719
Total liabilities and equity	$	10,181,770		$	10,056,739		$	9,262,127		$	9,230,640

Parenthetical amounts represent asset and liability balances attributable to Holly Energy Partners, L.P. (“HEP”) as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014. HEP is a consolidated variable interest entity.

See accompanying notes.

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HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014

Sales and other revenues	$	5,317,555		$	5,327,122		$	15,481,208		$	15,333,759		$	3,006,626		$	4,791,053
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization)	4,625,893			4,809,990			13,439,359			13,059,333
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)													2,251,373			4,138,620
Lower of cost or market inventory valuation adjustment													(6,546		)	—
													2,244,827			4,138,620
Operating expenses (exclusive of depreciation and amortization)	280,957			256,318			826,577			798,959			263,596			273,966
General and administrative expenses (exclusive of depreciation and amortization)	27,149			28,937			82,437			92,135			29,569			26,923
Depreciation and amortization	80,945			82,127			262,883			224,381			80,012			80,548
Total operating costs and expenses	5,014,944			5,177,372			14,611,256			14,174,808			2,618,004			4,520,057
Income from operations	302,611			149,750			869,952			1,158,951			388,622			270,996
Other income (expense):
Earnings (loss) of equity method investments	(1,247		)	159			(2,956		)	(871		)
Loss of equity method investments													(7,807		)	(801		)
Interest income	1,004			1,482			3,593			3,791			962			1,405
Interest expense	(11,038		)	(13,954		)	(33,521		)	(55,068		)	(10,154		)	(12,347		)
Gain on sale of assets													766			—
Loss on early extinguishment of debt	—			—			(7,677		)	(22,109		)	—			(7,677		)
Loss on sale of assets	(556		)	—			(556		)	—
	(11,837		)	(12,313		)	(41,117		)	(74,257		)	(16,233		)	(19,420		)
Income before income taxes	290,774			137,437			828,835			1,084,694			372,389			251,576
Income tax provision:
Current	91,867			(10,454		)	294,331			339,612			139,198			93,293
Deferred	11,349			58,982			(2,169		)	47,053			(9,470		)	(5,679		)
	103,216			48,528			292,162			386,665			129,728			87,614
Net income	187,558			88,909			536,673			698,029			242,661			163,962
Less net income attributable to noncontrolling interest	12,552			6,619			33,177			25,089			15,785			11,901
Net income attributable to HollyFrontier stockholders	$	175,006		$	82,290		$	503,496		$	672,940		$	226,876		$	152,061
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	0.88		$	0.41		$	2.54		$	3.33		$	1.16		$	0.76
Diluted	$	0.88		$	0.41		$	2.53		$	3.33		$	1.16		$	0.76
Cash dividends declared per common share	$	0.82		$	0.80		$	2.44		$	2.40		$	0.32		$	0.80
Average number of common shares outstanding:
Basic	197,261			199,098			197,895			201,109			195,069			198,297
Diluted	197,535			199,509			198,096			201,486			195,121			198,924

See accompanying notes.

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HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014

Net income	$	187,558		$	88,909		$	536,673		$	698,029		$	242,661		$	163,962
Other comprehensive income:
Securities available-for-sale:
Unrealized gain (loss) on marketable securities	(153		)	44			(116		)	18
Unrealized gain on marketable securities													108			12
Reclassification adjustments to net income on sale or maturity of marketable securities	(12		)	(10		)	(13		)	(13		)	(40		)	(1		)
Net unrealized gain (loss) on marketable securities	(165		)	34			(129		)	5
Net unrealized gain on marketable securities													68			11
Hedging instruments:
Change in fair value of cash flow hedging instruments	5,133			25,423			143,857			42,739			(15,428		)	92,035
Reclassification adjustments to net income on settlement of cash flow hedging instruments	(13,844		)	(21,478		)	(31,710		)	153			(4,161		)	(5,222		)
Amortization of unrealized loss attributable to discontinued cash flow hedges	270			270			810			1,479			270			270
Net unrealized gain (loss) on hedging instruments	(8,441		)	4,215			112,957			44,371			(19,319		)	87,083
Pension and other post-retirement benefit obligations:
Pension plan loss reclassified to net income	—			—			—			28,986
Post-retirement benefit obligations:
Loss on post-retirement healthcare plan	—			—			(89		)	—			—			(89		)
Post-retirement healthcare plan loss reclassified to net income	—			—			—			1,726
Retirement restoration plan loss reclassified to net income	422			—			422			—
Net change in pension and other post-retirement benefit obligations	422			—			333			30,712
Net change in post-retirement benefit obligations													—			(89		)
Other comprehensive income (loss) before income taxes	(8,184		)	4,249			113,161			75,088			(19,251		)	87,005
Income tax expense (benefit)	(3,428		)	1,946			43,694			28,421			(7,275		)	33,705
Other comprehensive income (loss)	(4,756		)	2,303			69,467			46,667			(11,976		)	53,300
Total comprehensive income	182,802			91,212			606,140			744,696			230,685			217,262
Less noncontrolling interest in comprehensive income	13,225			5,954			33,455			27,156			15,331			11,959
Comprehensive income attributable to HollyFrontier stockholders	$	169,577		$	85,258		$	572,685		$	717,540		$	215,354		$	205,303

See accompanying notes.

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HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2015			2014
Cash flows from operating activities:
Net income	$	536,673		$	698,029		$	242,661		$	163,962
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	262,883			224,381			80,012			80,548
Lower of cost or market inventory valuation adjustment							(6,546		)	—
Net loss of equity method investments, inclusive of distributions	5,268			3,184			8,557			1,363
Gain on sale of assets							(766		)	—
Loss on early extinguishment of debt attributable to unamortized discount	1,489			7,948			—			1,489
Loss on sale of assets	556			—
Deferred income taxes	(2,169		)	47,053			(9,470		)	(5,679		)
Equity-based compensation expense	20,728			25,239			7,225			6,186
Change in fair value – derivative instruments	(12,199		)	(39,745		)	2,223			(10,546		)
(Increase) decrease in current assets:
Accounts receivable	8,530			(110,402		)	63,517			17,878
Inventories	(225,698		)	(228,541		)	(74,001		)	(236,045		)
Income taxes receivable	76,488			670			11,719			96,945
Prepayments and other	24,719			18,983			22,203			10,010
Increase (decrease) in current liabilities:
Accounts payable	109,912			298,916			(165,839		)	260,834
Income taxes payable							92,374			—
Accrued liabilities	27,327			(7,888		)	(3,059		)	3,060
Turnaround expenditures	(32,236		)	(170,468		)	(29,100		)	(4,292		)
Other, net	3,662			34,804			5,182			9,216
Net cash provided by operating activities	805,933			802,163			246,892			394,929

Cash flows from investing activities:
Additions to properties, plants and equipment	(307,476		)	(255,090		)	(134,186		)	(103,677		)
Additions to properties, plants and equipment – HEP	(61,657		)	(31,099		)	(38,433		)	(20,604		)
Proceeds from sale of assets	14,711			5,802
Acquisition of trucking operations	—			(11,301		)
Investment in Sabine Biofuels	(5,000		)	(3,000		)
Net repayment from (advances to) Sabine Biofuels	10,021			(11,040		)
Purchases of marketable securities	(762,224		)	(672,701		)	(118,816		)	(244,030		)
Sales and maturities of marketable securities	863,769			646,301			178,524			253,676
Other, net							814			1,586
Net cash used for investing activities	(247,856		)	(332,128		)	(112,097		)	(113,049		)

Cash flows from financing activities:
Borrowings under credit agreement – HEP	538,600			256,500			153,500			421,300
Repayments under credit agreement – HEP	(346,600		)	(312,500		)	(130,500		)	(246,600		)
Redemption of senior notes	—			(300,973		)
Redemption of senior notes – HEP	(156,188		)	—			—			(156,188		)
Proceeds from sale of HEP common units	—			73,444
Proceeds from common unit offerings - HEP	—			73,444
Inventory repurchase obligation							7,434			21,126
Purchase of treasury stock	(133,150		)	(184,947		)	(55,065		)	(13,988		)
Dividends	(485,766		)	(485,411		)	(62,335		)	(158,614		)
Distributions to noncontrolling interest	(58,473		)	(52,835		)	(20,472		)	(18,881		)
Excess tax benefit from equity-based compensation	4,482			2,739			—			5,156
Purchase of units for incentive grants – HEP	(1,064		)	(3,379		)
Deferred financing costs and other	(3,995		)	668
Other, net							(1,250		)	(659		)
Net cash used for financing activities	(642,154		)	(933,250		)	(108,688		)	(147,348		)

Cash and cash equivalents:
Decrease for the period	(84,077		)	(463,215		)
Increase for the period							26,107			134,532
Beginning of period	940,103			1,757,699			567,985			940,103
End of period	$	856,026		$	1,294,484		$	594,092		$	1,074,635

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	45,672		$	67,822		$	14,522		$	20,469
Income taxes	$	222,488		$	336,588		$	38,985		$	233

See accompanying notes.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


NOTE 1:	Description of Business and Presentation of Financial Statements

References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In these financial statements, the words “we,” “our,” “ours” and “us” refer only to HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. These financial statements contain certain disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.

We are principally an independent petroleum refiner that produces high-value light products such as gasoline, diesel fuel, jet fuel, specialty lubricant products, and specialty and modified asphalt. We own and operate petroleum refineries that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. As of ~~September 30, 2014~~March 31, 2015, we:

owned and operated a petroleum refinery in El Dorado, Kansas (the “El Dorado Refinery”), two refinery facilities located in Tulsa, Oklahoma (collectively, the “Tulsa Refineries”), a refinery in Artesia, New Mexico that is operated in conjunction with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming (the “Cheyenne Refinery”) and a refinery in Woods Cross, Utah (the “Woods Cross Refinery”);

owned and operated NK Asphalt Partners (“NK Asphalt”) which operates various asphalt terminals in Arizona, New Mexico and Oklahoma;

~~owned a~~ ~~50%~~ ~~interest in Sabine Biofuels II, LLC (“Sabine Biofuels”), a biodiesel production facility located in Port Arthur, Texas;~~ and

owned a 39% interest in HEP, a consolidated variable interest entity (“VIE”), which includes our 2% general partner interest. HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Alon USA, Inc.'s (“Alon”) refinery in Big Spring, Texas. Additionally, HEP owns a 75% interest in UNEV Pipeline, LLC (“UNEV”), which owns a 12-inch refined products pipeline from Salt Lake City, Utah to Las Vegas, Nevada, together with terminal facilities in the Cedar City, Utah and North Las Vegas areas (the “UNEV Pipeline”) and a 25% interest in SLC Pipeline LLC (the “SLC Pipeline”), which owns a 95-mile intrastate pipeline system that serves refineries in the Salt Lake City area.

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, 2014~~March 31, 2015, the consolidated results of operations and comprehensive income for the three ~~and nine~~ months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014 and consolidated cash flows for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014 in accordance with the rules and regulations of the SEC. Although certain notes and other information required by generally accepted accounting principles in the United States (“GAAP”) 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, ~~2013~~2014 that has been filed with the SEC.

Our results of operations for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 are not necessarily indicative of the results of operations to be realized for the year ending December 31, ~~2014~~2015.

Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum industry. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances collateral, such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well as specific accounts identified as high risk, which historically have been minimal. Credit losses are charged to the allowance for doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was ~~$2.4~~$2.4 million at ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Inventories:~~We use~~ Inventories are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil, unfinished and finished refined products and the average cost method for materials and supplies, or market. In periods of ~~valuing inventory. Under~~rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method anmay result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. An actual valuation of inventory ~~can only be~~under the LIFO method is made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on ~~management’s~~management's estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Goodwill: We have goodwill that primarily arose from our merger with Frontier Oil Corporation on July 1, 2011. Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually or more frequently if events or circumstances indicate the possibility of impairment.

We performed our annual goodwill impairment testing as of July 1, 2014, which entailed an assessment of our reporting unit fair values relative to their respective carrying values that were derived using a combination of both income and market approaches. Our income approach utilizes the discounted future expected cash flows and has an 80% weighting. Our market approach, which includes both the guideline public company and guideline transaction methods each having a 10% weighting, utilizes pricing multiples derived from historical market transactions of other like-kind assets. Our discounted cash flows reflect estimates of future cash flows based on both historical and forward crack-spreads, forecasted production levels, operating costs and capital expenditures. Our goodwill is allocated by reporting unit as follows: El Dorado, $1.7 billion; Cheyenne, $0.3 billion; and HEP, $0.3 billion. Based on our testing as of July 1, 2014, the fair value of our Cheyenne reporting unit exceeded its carrying cost by slightly less than 20%, and the fair value of our El Dorado and HEP reporting units exceeded their respective carrying values by a much larger percentage. As of ~~September 30, 2014~~March 31, 2015, there have been no impairments to goodwill.

Historically, the refining industry has experienced significant fluctuations in operating results over an extended business cycle including changes in prices of crude oil and refined products, changes in operating costs including natural gas and higher costs of complying with government regulations. It is reasonably possible that at some future downturn in refining operations that the goodwill related to our Cheyenne Refinery will be determined to be impaired.

~~During the third quarter of 2014, we recorded an insignificant reduction to goodwill due to the sale of certain business assets.~~

New Accounting Pronouncements

Revenue Recognition

In May 2014, an accounting standard update (ASU 2014-09, “Revenue from Contracts with Customers”) was issued requiring revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the expected consideration for these goods or services. This standard ishas a proposed effective date of January 1, ~~2017,~~2018, and we are evaluating the impact of this standard.


NOTE 2:	Variable Interest ~~Entities~~Entity

Holly Energy Partners

HEP, a consolidated VIE, is a publicly held master limited partnership that was formed to acquire, own and operate the petroleum product and crude oil pipeline and terminal, tankage and loading rack facilities that support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. HEP also owns and operates refined product pipelines and terminals, located primarily in Texas, that serve Alon's refinery in Big Spring, Texas.

As of ~~September 30, 2014~~March 31, 2015, we owned a 39% interest in HEP, including the 2% general partner interest. As the general partner of HEP, we have the sole ability to direct the activities that most significantly impact HEP's financial ~~performance. We are the primary beneficiary of HEP's earnings and cash flows~~performance, and therefore we consolidate HEP. See Note 16 for supplemental guarantor/non-guarantor financial information, including HEP balances included in these consolidated financial statements.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

HEP has two primary customers (including us) and generates revenues by charging tariffs for transporting petroleum products and crude oil though its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and storing and providing other services at its storage tanks and terminals. Under our long-term transportation agreements with HEP (discussed further below), we accounted for ~~84%~~81% of HEP’s total revenues for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015. We do not provide financial or equity support through any liquidity arrangements and / or debt guarantees to HEP.

HEP has outstanding debt under a senior secured revolving credit agreement and its senior notes. With the exception of the assets of HEP Logistics Holdings, L.P., one of our wholly-owned subsidiaries and HEP’s general partner, HEP’s creditors have no recourse to our other assets. Any recourse to HEP’s general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP are not significant. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 9 for a description of HEP’s debt obligations.

HEP has risk associated with its operations. If a major customer of HEP were to terminate its contracts or fail to meet desired shipping or throughput levels for an extended period of time, revenue would be reduced and HEP could suffer substantial losses to the extent that a new customer is not found. In the event that HEP incurs a loss, our operating results will reflect HEP’s loss, net of intercompany eliminations, to the extent of our ownership interest in HEP at that point in time.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Transportation Agreements

HEP serves our refineries under long-term pipeline and terminal, tankage and throughput agreements expiring from 2019 through 2026. Under these agreements, we pay HEP fees to transport, store and throughput volumes of refined product and crude oil on HEP's pipeline and terminal, tankage and loading rack facilities that result in minimum annual payments to HEP including UNEV (a consolidated subsidiary of HEP). Under these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the percentage change in Producer Price Index ~~(“PPI”)~~ or Federal Energy Regulatory Commission ~~(“FERC”)~~ index. As of ~~September 30, 2014,~~March 31, 2015, these agreements result in minimum annualized payments to HEP of $~~236.2~~231.6 million.

Our transactions with HEP including fees paid under our transportation agreements with HEP and UNEV are eliminated and have no impact on our consolidated financial statements.

~~HEP Common Unit Offering~~

~~In March 2013, HEP closed on a public offering of~~ ~~1,875,000~~ ~~of its common units. Additionally, our wholly-owned subsidiary, HollyFrontier Holdings LLC, as a selling unitholder, closed on a public sale of~~ ~~1,875,000~~ ~~HEP common units held by it. HEP used net proceeds of~~ ~~$73.4 million~~ ~~to repay indebtedness incurred under its credit facility and for general partnership purposes.~~

~~Sabine Biofuels~~

~~We have a~~ ~~50%~~ ~~ownership interest in Sabine Biofuels, an unconsolidated VIE. This investment, accounted for using the equity method of accounting, had a carrying amount of~~ ~~$8.4 million~~ at ~~September 30, 2014~~ ~~and is classified as a noncurrent asset under “Intangibles and other” in our consolidated balance sheets.~~


NOTE 3:	Financial Instruments

Our financial instruments consist of cash and cash equivalents, investments in marketable securities, accounts receivable, accounts payable, debt and derivative instruments. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value. HEP's outstanding credit agreement borrowings also approximate fair value as interest rates are reset frequently at current interest rates.

Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

(Level 1) Quoted prices in active markets for identical assets or liabilities.

(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

The carrying amounts and estimated fair values of our investments in marketable securities, derivative instruments and senior notes at ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014 were as follows:


					Fair Value by Input Level										Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)										(In thousands)
September 30, 2014
March 31, 2015
Assets:
Marketable securities	$	623,480	$	623,480	$	—	$	623,480	$	—	$	414,507	$	414,507	$	—	$	414,507	$	—
NYMEX futures contracts	1,848		1,848		1,848		—		—		6,465		6,465		6,465		—		—
Commodity price swaps	132,610		132,610		—		15,389		117,221		192,628		192,628		—		192,628		—
Forward contracts											2,167		2,167		—		1,566		601
HEP interest rate swaps	1,545		1,545		—		1,545		—		147		147		—		147		—
Total assets	$	759,483	$	759,483	$	1,848	$	640,414	$	117,221	$	615,914	$	615,914	$	6,465	$	608,848	$	601

Liabilities:
Commodity price swaps	$	59,800	$	59,800	$	—	$	58,489	$	1,311	$	192,555	$	192,555	$	—	$	192,555	$	—
Forward contracts											3,352		3,352		—		199		3,153
HollyFrontier senior notes	154,377		155,250		—		155,250		—		153,908		154,500		—		154,500		—
HEP senior notes	296,416		309,000		—		309,000		—		296,742		295,500		—		295,500		—
HEP interest rate swaps	1,231		1,231		—		1,231		—		942		942		—		942		—
Total liabilities	$	511,824	$	525,281	$	—	$	523,970	$	1,311	$	647,499	$	646,849	$	—	$	643,696	$	3,153

Table of Contents

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


					Fair Value by Input Level										Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)										(In thousands)
December 31, 2013
December 31, 2014
Assets:
Marketable securities	$	725,160	$	725,160	$	—	$	725,160	$	—	$	474,110	$	474,110	$	—	$	474,110	$	—
NYMEX futures contracts											17,619		17,619		17,619		—		—
Commodity price swaps	43,284		43,284		—		36,312		6,972		208,296		208,296		—		208,296		—
HEP interest rate swaps	1,670		1,670		—		1,670		—		1,019		1,019		—		1,019		—
Total assets	$	770,114	$	770,114	$	—	$	763,142	$	6,972	$	701,044	$	701,044	$	17,619	$	683,425	$	—

Liabilities:
NYMEX futures contracts	$	3,569	$	3,569	$	3,569	$	—	$	—
Commodity price swaps	83,349		83,349		—		41,059		42,290		$	196,897	$	196,897	$	—	$	196,897	$	—
HollyFrontier senior notes	155,054		161,250		—		161,250		—		154,144		155,250		—		155,250		—
HEP senior notes	444,630		471,750		—		471,750		—		296,579		291,000		—		291,000		—
HEP interest rate swaps	1,814		1,814		—		1,814		—		1,065		1,065		—		1,065		—
Total liabilities	$	688,416	$	721,732	$	3,569	$	675,873	$	42,290	$	648,685	$	644,212	$	—	$	644,212	$	—

Level 1 Financial Instruments

Our NYMEX futures contracts are exchange traded and are measured and recorded at fair value using quoted market prices, a Level 1 input.

Level 2 Financial Instruments

Investments in marketable securities and derivative instruments consisting of commodity price swaps, forward sales and purchase contracts and HEP's interest rate swaps are measured and recorded at fair value using Level 2 inputs. The fair values of the commodity price and interest rate swap contracts are based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable inputs, quoted forward commodity prices with respect to our commodity price swaps and the forward London Interbank Offered Rate (“LIBOR”) yield curve with respect to HEP's interest rate swaps. The fair value of the marketable securities and senior notes is based on values provided by a third-party, which were derived using market quotes for similar type instruments, a Level 2 input.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

Level 3 Financial Instruments

We have forward commodity ~~price swap~~sales and purchase contracts ~~that relate to forecasted sales of diesel and unleaded gasoline and forecasted purchases of WCS and WTS~~ for which quoted forward market prices are not readily available. The forward rate used to value these ~~price swaps is~~forward sales and purchase contracts are derived using a projected forward rate using quoted market rates for similar products, adjusted for regional pricing and grade differentials, a Level 3 input.

The following table presents the changes in fair value of our Level 3 assets and liabilities (all related to derivative instruments) for the three ~~and nine~~ months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~:2014:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
Level 3 Financial Instruments	2014			2013			2014			2013			2015			2014
	(In thousands)												(In thousands)
Asset (liability) balance at beginning of period	$	(75,637	)	$	37,126		$	(35,318	)	$	(33,658	)
Liability balance at beginning of period													$	—		$	(35,318	)
Change in fair value:
Recognized in other comprehensive income	178,511			(9,956		)	65,816			(8,542		)	(2,552		)	(22,137		)
Recognized in cost of products sold	11,085			(17,194		)	12,970			30,027			—			8,970
Settlement date fair value of contractual maturities:
Recognized in sales and other revenues	6,202			10,138			80,476			25,454			—			25,331
Recognized in cost of products sold	(4,251		)	(8,460		)	(8,034		)	(1,627		)	—			681
Asset balance at end of period	$	115,910		$	11,654		$	115,910		$	11,654
Liability balance at end of period													$	(2,552	)	$	(22,473	)

A hypothetical change of 10% to the estimated future cash flows attributable to our Level 3 forward commodity ~~price swaps~~sales and purchase contracts would result in an ~~estimated~~immaterial change in the fair ~~value change~~value.

Table of ~~$11.6 million~~.Contents

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


NOTE 4:	Earnings Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2014		2013		2014		2013		2015		2014
	(In thousands, except per share data)								(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders	$	175,006	$	82,290	$	503,496	$	672,940	$	226,876	$	152,061
Participating securities' share in earnings	471		285		1,416		2,447		644		466
Net income attributable to common shares	$	174,535	$	82,005	$	502,080	$	670,493	$	226,232	$	151,595
Average number of shares of common stock outstanding	197,261		199,098		197,895		201,109		195,069		198,297
Effect of dilutive variable restricted shares andperformance share units ⁽¹⁾	274		411		201		377		52		627
Average number of shares of common stock outstanding assuming dilution	197,535		199,509		198,096		201,486		195,121		198,924
Basic earnings per share	$	0.88	$	0.41	$	2.54	$	3.33	$	1.16	$	0.76
Diluted earnings per share	$	0.88	$	0.41	$	2.53	$	3.33	$	1.16	$	0.76
(1) Excludes anti-dilutive restricted and performance share units of:	195		251		214		1		412		14

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~


NOTE 5:	Stock-Based Compensation

As of ~~September 30, 2014~~March 31, 2015, we have two principal share-based compensation plans (collectively, the “Long-Term Incentive Compensation Plan”).

The compensation cost charged against income for these plans was $~~6.0~~6.3 million and ~~$7.3~~$5.4 million for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, ~~respectively, and $18.2 million and $22.6 million for the nine months ended September 30, 2014 and 2013,~~ respectively. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting is to expense the costs ratably over the vesting periods.

Additionally, HEP maintains a share-based compensation plan for Holly Logistic Services, L.L.C.'s non-employee directors and certain executives and employees. Compensation cost attributable to HEP’s share-based compensation plan was $~~0.8~~0.9 million and $~~0.7~~0.8 million for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, ~~respectively, and $2.5 million and $2.6 million for the nine months ended September 30, 2014 and 2013,~~ respectively.

Restricted Stock and Restricted Stock Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock and restricted stock unit awards with awards generally vesting over a period of one to three years. Restricted stock award recipients are generally entitled to all the rights of absolute ownership of the restricted shares from the date of grant including the right to vote the shares and to receive dividends. Upon vesting, restrictions on the restricted shares lapse at which time they convert to common shares. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock and restricted stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period.

Table of Contents

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

A summary of restricted stock and restricted stock unit activity and changes during the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 is presented below:


Restricted Stock and Restricted Stock Units	Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)		Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)

Outstanding at January 1, 2014 (non-vested)	737,562		$	39.54
Outstanding at January 1, 2015 (non-vested)							669,777		$	40.49
Granted	73,395		48.20				8,132		36.59
Vesting (transfer/conversion to common stock)	(103,586	)	33.71				(2,999	)	44.48
Forfeited	(73,940	)	42.23				(6,046	)	43.78
Outstanding at September 30, 2014 (non-vested)	633,431		$	41.18	$	27,668
Outstanding at March 31, 2015 (non-vested)							668,864		$	44.03	$	26,935

For the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015, ~~103,586~~2,999 restricted stock and restricted stock units vested having a grant date fair value of $~~3.5~~0.1 million. As of ~~September 30, 2014~~March 31, 2015, there was $~~9.4~~17.4 million of total unrecognized compensation cost related to non-vested restricted stock and restricted stock unit grants. That cost is expected to be recognized over a weighted-average period of ~~1.0~~1.3 years.

Performance Share Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees performance share units, which are payable in stock upon meeting certain criteria over the service period, and generally vest over a period of three years. Under the terms of our performance share unit grants, awards are subject to ~~both a~~ “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to ~~an equally-weighted~~a peer group of independent refining companies, while market performance is based on the relative standing of total shareholder return achieved by HollyFrontier ~~stockholders~~ compared ~~with the average shareholder return achieved by shareholders of~~to peer group companies. The number of shares ultimately issued under these awards can range from zero to 200%. As of ~~September 30, 2014~~,March 31, 2015, estimated share payouts for outstanding non-vested performance share unit awards averaged approximately ~~70%~~ ~~of the initial target award.~~50% .

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

A summary of performance share unit activity and changes during the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 is presented below:



Performance Share Units	Grants

Outstanding at January 1, ~~2014~~2015 (non-vested)	~~983,610~~725,054
Granted	~~26,493~~3,654
~~Vesting and transfer of ownership to recipients~~	~~(181,290~~	)
Forfeited	(~~109,517~~11,774	)
Outstanding at ~~September 30, 2014~~March 31, 2015 (non-vested)	~~719,296~~716,934

~~For the nine months ended September 30, 2014, we issued 172,231 shares~~As of ~~our common stock, representing a 95% payout on vested performance shares units having a grant date fair value of $5.9 million. Based on the weighted-average grant date fair value of~~ ~~$40.55~~ ~~per share,~~March 31, 2015, there was $~~13.9~~17.6 million of total unrecognized compensation cost related to non-vested performance share units ashaving a grant date fair value of ~~September 30, 2014~~.$43.67 per unit. That cost is expected to be recognized over a weighted-average period of ~~1.2~~1.8 years.


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

Our investment portfolio at ~~September 30, 2014~~March 31, 2015 consisted of cash, cash equivalents and investments in marketable securities.

We currently invest in marketable debt securities with the maximum maturity or put date of any individual issue generally not greater than one year from the date of purchase, which are usually held until maturity. All of these instruments are classified as available-for-sale. As a result, they are reported at fair value using quoted market prices. Interest income is recorded as earned. Unrealized gains and losses, net of related income taxes, are reported as a component of accumulated other comprehensive income. Upon sale or maturity, realized gains on our marketable debt securities are recognized as interest income. These gains are computed based on the specific identification of the underlying cost of the securities, net of unrealized gains and losses previously reported

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~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

in other comprehensive income. Unrealized gains and losses on our available-for-sale securities are due to changes in market prices and are considered temporary.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

The following is a summary of our marketable securities:


	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value (Net Carrying Amount)		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value (Net Carrying Amount)
	(In thousands)									(In thousands)
September 30, 2014
March 31, 2015
Certificates of deposit	$	96,403	$	14	$	(5	)	$	96,412	$	27,000	$	4	$	—		$	27,004
Commercial paper	76,331		16		—			76,347		46,375		16		(3		)	46,388
Corporate debt securities	147,039		10		(50		)	146,999		112,175		12		(47		)	112,140
State and political subdivisions debt securities	303,824		14		(116		)	303,722		229,039		11		(75		)	228,975
Total marketable securities	$	623,597	$	54	$	(171	)	$	623,480	$	414,589	$	43	$	(125	)	$	414,507

December 31, 2013
December 31, 2014
Certificates of deposit	$	74,802	$	21	$	(1	)	$	74,822	$	54,000	$	10	$	—		$	54,010
Commercial paper	78,216		28		—			78,244		52,297		7		(4		)	52,300
Corporate debt securities	96,889		6		(44		)	96,851		136,181		1		(94		)	136,088
State and political subdivisions debt securities	475,235		49		(41		)	475,243		231,819		5		(112		)	231,712
Total marketable securities	$	725,142	$	104	$	(86	)	$	725,160	$	474,297	$	23	$	(210	)	$	474,110

Interest income recognized on our marketable securities was $0.5 million and $0.6 million for ~~both~~ the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, ~~respectively, and $1.7 million and $1.6 million for the nine months ended September 30, 2014 and 2013,~~ respectively.


NOTE 7:	Inventories

Inventory consists of the following components:


	September 30, 2014		December 31, 2013		March 31, 2015			December 31, 2014
	(In thousands)				(In thousands)
Crude oil	$	615,245	$	567,281	$	575,714		$	581,592
Other raw materials and unfinished products⁽¹⁾	183,395		154,534		199,608			204,467
Finished products⁽²⁾	692,678		519,633		614,546			531,523
Lower of cost or market reserve					(390,932		)	(397,478		)
Process chemicals⁽³⁾	3,858		3,504		4,563			4,028
Repair and maintenance supplies and other	84,289		109,295		112,179			110,999
Total inventory	$	1,579,465	$	1,354,247	$	1,115,678		$	1,035,131


(1)	Other raw materials and unfinished products include feedstocks and blendstocks, other than crude.


(2)	Finished products include gasolines, jet fuels, diesels, lubricants, asphalts, LPG’s and residual fuels.


(3)	Process chemicals include additives and other chemicals.

Inventories, which are valued at the lower of LIFO cost or market, reflect a valuation reserve of $390.9 million and $397.5 million at March 31, 2015 and December 31, 2014, respectively. The December 31, 2014 market reserve of $397.5 million was reversed and reduced cost of products sold during the first quarter of 2015, due to the sale of inventory quantities that gave rise to the reserve. A new market reserve of $390.9 million was established as of March 31, 2015 based on market conditions and prices at that time.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


NOTE 8:	Environmental

We expensed ~~zero~~$4.6 million and $~~1.1~~0.3 million for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, ~~respectively, and $1.3 million and $1.9 million, for the nine months ended September 30, 2014 and 2013,~~ respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $~~81.0~~105.2 million and $~~87.8~~104.5 million at ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014, respectively, of which $~~67.5~~82.7 million and $~~73.6~~81.8 million, respectively, were classified as other long-term liabilities. These accruals include remediation and monitoring costs expected to be incurred over an extended period of time (up to 30 years for certain projects).


NOTE 9:	Debt

HollyFrontier Credit Agreement

~~On July 1, 2014, we entered into~~We have a ~~new~~ $1 billion senior unsecured revolving credit facility maturing in July 2019 (the “HollyFrontier Credit Agreement”), which may be used for revolving credit loans and letters of credit from time to ~~time. We contemporaneously terminated our previous $1 billion senior secured revolving credit agreement. The HollyFrontier Credit Agreement~~time and is available to fund general corporate purposes. Indebtedness under the HollyFrontier Credit Agreement is recourse to HollyFrontier and guaranteed by certain of our wholly-owned subsidiaries. At ~~September 30, 2014~~March 31, 2015, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $4.7 million under the HollyFrontier Credit Agreement.

HEP Credit Agreement

At March 31, 2015, HEP ~~has~~had a $650 million senior secured revolving credit facility ~~that matures~~expiring in November 2018 (the “HEP Credit Agreement”) with an outstanding balance of $594.0 million and no outstanding letters of credit. At March 31, 2015, HEP was in compliance with all of its covenants. On April 28, 2015, the HEP Credit Agreement was amended, increasing the size of the credit facility from $650 million to $850 million (the “HEP Amended Credit Agreement”) and is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. It is also available to fund letters of credit up to a $50 million sub-limit. At ~~September 30, 2014~~,The HEP ~~was~~Amended Credit Agreement matures in ~~compliance with all of its covenants, had outstanding borrowings of~~ ~~$555.0 million~~ ~~and no outstanding letters of credit under the HEP Credit Agreement.~~November 2018.

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~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

HEP’s obligations under the HEP Credit Agreement are collateralized by substantially all of HEP’s ~~assets (presented parenthetically in our consolidated balance sheets).~~assets. Indebtedness under the HEP Credit Agreement involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. Any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

HollyFrontier Senior Notes

Our 6.875% senior notes ($150 million aggregate principal amount maturing November 2018) (the “HollyFrontier Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional debt, incur liens, enter into sale-and-leaseback transactions, pay dividends, enter into mergers, sell assets and enter into certain transactions with affiliates. Additionally, we have certain redemption rights under the HollyFrontier Senior Notes.

At any time, following notice to the trustee, that the HollyFrontier Senior Notes are rated investment grade by both Moody's and Standard & Poor's and no default or event of default exists, we are not subject to many of the foregoing covenants (a "Covenant Suspension"). As of ~~September 30, 2014~~March 31, 2015, the HollyFrontier Senior Notes were rated investment grade by both Standard & Poor's (BBB-) and Moody's (Baa3). As a result, we are under the Covenant Suspension pursuant to the terms of the indenture governing the HollyFrontier Senior Notes.

~~In June 2013, we redeemed our~~ ~~$286.8 million~~ ~~aggregate principal amount of~~ ~~9.875%~~ ~~senior notes maturing June 2017 at a redemption cost of~~ ~~$301.0 million, at which time we recognized a $22.1 million early extinguishment loss consisting of a~~ ~~$14.2 million~~ ~~debt redemption premium and an unamortized discount of~~ ~~$7.9 million~~.

HollyFrontier Financing Obligation

We have a financing obligation that relates to a sale and lease-back of certain crude oil tankage that we sold to an affiliate of Plains All American Pipeline, L.P. (“Plains”) in October 2009 for $40.0 million. Monthly lease payments are recorded as a reduction in principal over the 15-year lease term ending in 2024.

HEP Senior Notes

HEP’s 6.5% senior notes ($300 million aggregate principal amount maturing March 2020) (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants. Additionally, HEP has certain redemption rights under the HEP Senior Notes.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of $156.2 million, at which time HEP recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million. HEP funded the redemption with borrowings under the HEP Credit Agreement.

Indebtedness under the HEP Senior Notes involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. However, any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

The carrying amounts of long-term debt are as follows:


	September 30, 2014			December 31, 2013			March 31, 2015			December 31, 2014
	(In thousands)						(In thousands)
6.875% Senior Notes
Principal	$	150,000		$	150,000		$	150,000		$	150,000
Unamortized premium	4,377			5,054			3,908			4,144
	154,377			155,054			153,908			154,144
Financing Obligation	33,603			34,835			32,719			33,167

Total HollyFrontier long-term debt	187,980			189,889			186,627			187,311

HEP Credit Agreement	555,000			363,000			594,000			571,000

HEP 6.5% Senior Notes
Principal	300,000			300,000			300,000			300,000
Unamortized discount	(3,584		)	(4,073		)	(3,258		)	(3,421		)
	296,416			295,927			296,742			296,579
HEP 8.25% Senior Notes
Principal	—			150,000
Unamortized discount	—			(1,297		)
	—			148,703

Total HEP long-term debt	851,416			807,630			890,742			867,579

Total long-term debt	$	1,039,396		$	997,519		$	1,077,369		$	1,054,890

We capitalized interest attributable to construction projects of $2.9 million and $~~2.8~~3.0 million for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, ~~respectively, and $9.0 million and $9.2 million for the nine months ended September 30, 2014 and 2013,~~ respectively.

NOTE 10: Derivative Instruments and Hedging Activities

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps, forward purchase and sales and futures contracts to mitigate price exposure with respect to:

our inventory positions;

natural gas purchases;

costs of crude oil and related grade differentials;

prices of refined products; and

our refining margins.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Accounting Hedges

We have swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas and WTI crude oil and forecasted sales of ~~ultra-low sulfur diesel and conventional unleaded gasoline.~~refined product. We also have forward sales contracts that lock in the prices of future sales of refined product. These contracts have been designated as accounting hedges and are measured at fair value with offsetting adjustments (gains/losses) recorded directly to other comprehensive income. These fair value adjustments are later reclassified to earnings as the hedging instruments mature. On a quarterly basis, hedge ineffectiveness is measured by comparing the change in fair value of the swap contracts against the expected future cash inflows/outflows on the respective transaction being hedged. Any hedge ineffectiveness is also recognized in earnings.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

The following table presents the pre-tax effect on other comprehensive income (“OCI”) and earnings due to fair value adjustments and maturities of commodity price swaps and forward sales under hedge accounting:


	Unrealized Gain (Loss) Recognized in OCI			Gain (Loss) Recognized in Earnings Due to Settlements				Gain (Loss) Attributable to Hedge Ineffectiveness Recognized in Earnings				Unrealized Gain (Loss) Recognized in OCI			Gain (Loss) Recognized in Earnings Due to Settlements				Gain (Loss) Attributable to Hedge Ineffectiveness Recognized in Earnings
				Location	Amount			Location	Amount						Location	Amount			Location	Amount
	(In thousands)											(In thousands)
Three Months Ended September 30, 2014
Commodity price swaps
Three Months Ended March 31, 2015
Change in fair value	$	4,580		Sales and other revenues	$	(6,202	)	Sales and other revenues	$	1,498		$	(14,148	)	Sales and other revenues	$	49,180		Sales and other revenues	$	(133	)
Gain reclassified to earnings due to settlements	(14,400		)	Cost of products sold	20,776			Cost of products sold	(6,189		)	(4,692		)	Cost of products sold	(40,769		)	Cost of products sold	1,244
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	(444		)	Operating expenses	(99		)	270			Operating expenses	(3,989		)	Operating expenses	547
Total	$	(9,550	)		$	14,130			$	(4,790	)	$	(18,570	)		$	4,422			$	1,658

Three Months Ended September 30, 2013
Commodity price swaps
Three Months Ended March 31, 2014
Change in fair value	$	27,049		Sales and other revenues	$	(10,138	)	Sales and other revenues	$	1,949		$	92,478		Sales and other revenues	$	(25,331	)
Gain reclassified to earnings due to settlements	(22,007		)	Cost of products sold	32,874			Cost of products sold	(962		)	(5,760		)	Cost of products sold	29,317
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	(999		)	Operating expenses	259			270			Operating expenses	1,504			Operating expenses	$	(2,160	)
Total	$	5,312			$	21,737			$	1,246		$	86,988			$	5,490			$	(2,160	)

Nine Months Ended September 30, 2014
Commodity price swaps
Change in fair value	$	145,046		Sales and other revenues	$	(80,475	)	Sales and other revenues	$	1,498
Gain reclassified to earnings due to settlements	(33,357		)	Cost of products sold	111,217			Cost of products sold	(6,189		)
Amortization of discontinued hedge reclassified to earnings	810			Operating expenses	1,805			Operating expenses	(905		)
Total	$	112,499			$	32,547			$	(5,596	)

Nine Months Ended September 30, 2013
Commodity price swaps
Change in fair value	$	41,410		Sales and other revenues	$	(25,454	)	Sales and other revenues	$	2,143
Gain reclassified to earnings due to settlements	(1,396		)	Cost of products sold	28,271			Cost of products sold	730
Amortization of discontinued hedge reclassified to earnings	630			Operating expenses	(2,051		)	Operating expenses	—
Total	$	40,644			$	766			$	2,873

As of ~~September 30, 2014~~March 31, 2015, we have the following notional contract volumes related to outstanding derivative instruments serving as cash flow hedges against price risk on forecasted purchases of natural gas and crude oil and sales of refined products:


		Notional Contract Volumes by Year of Maturity						Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure	Total Outstanding Notional	2015	2016	2017	Unit of Measure

Natural gas - long	31,200,000	2,400,000	9,600,000	9,600,000	9,600,000	MMBTU	26,400,000	7,200,000	9,600,000	9,600,000	MMBTU
WTI crude oil - long	11,418,000	7,038,000	4,380,000	—	—	Barrels	3,300,000	3,300,000	—	—	Barrels
Ultra-low sulfur diesel - short	8,106,000	3,726,000	4,380,000	—	—	Barrels	3,300,000	3,300,000	—	—	Barrels
Sub octane gasoline - short	3,312,000	3,312,000	—	—	—	Barrels
Forward sales							1,760,000	1,760,000	—	—	Barrels
Forward purchases							625,000	625,000	—	—	Barrels

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

In 2013, we dedesignated certain commodity price swaps (long positions) that previously received hedge accounting treatment. These contracts now serve as economic hedges against price risk on forecasted natural gas purchases totaling ~~31,200,000~~26,400,000 MMBTU's to be purchased ratably through 2017. As of ~~September 30, 2014~~March 31, 2015, we have an unrealized loss of $~~3.5~~3.0 million classified in accumulated other comprehensive income that relates to the application of hedge accounting prior to dedesignation that is amortized as a charge to operating expenses as the contracts mature.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Economic Hedges

We also have swap contracts that serve as economic hedges (derivatives used for risk management, but not designated as accounting hedges) to fix our purchase price on forecasted ~~natural gas~~ purchases ~~and~~of WTI crude oil, and to lock in the spread between WTI and WCS and ~~WTI crude oil and~~ WTS ~~and WTI crude oil~~ on forecasted purchases of ~~WCS and WTS, respectively.~~crude oil inventory. Also, we have NYMEX futures contracts to lock in prices on forecasted purchases of inventory. These contracts are measured at fair value with offsetting adjustments (gains/losses) recorded directly to income.

The following table presents the pre-tax effect on income due to maturities and fair value adjustments of our economic hedges:


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
Location of Gain (Loss) Recognized in Income	2014		2013			2014			2013			2015			2014
	(In thousands)											(In thousands)
Cost of products sold	$	27,773	$	(29,515	)	$	3,367		$	5,916		$	22,281		$	26
Operating expenses	3		(157		)	(185		)	(5,458		)	(296		)	(48		)
Total	$	27,776	$	(29,672	)	$	3,182		$	458		$	21,985		$	(22	)

As of ~~September 30, 2014~~March 31, 2015, we have the following notional contract volumes related to our outstanding derivative contracts serving as economic hedges:


		Notional Contract Volumes by Year of Maturity						Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure	Total Outstanding Notional	2015	2016	2017	Unit of Measure

Commodity price swap (WCS spread) - long	1,610,000	1,610,000	—	—	—	Barrels
Commodity price swap (WTS spread) - long	1,825,000	—	1,825,000	—	—	Barrels
Commodity price swap (WTI) - long	365,000	—	365,000	—	—	Barrels
Commodity price swap (crude basis spread) - long							6,232,000	5,500,000	732,000	—	Barrels
Commodity price swap (natural gas basis spread) - long							1,350,000	1,350,000	—	—	MMBTU
Commodity price swap (natural gas) - long	31,200,000	2,400,000	9,600,000	9,600,000	9,600,000	MMBTU	26,400,000	7,200,000	9,600,000	9,600,000	MMBTU
Commodity price swap (natural gas) - short	31,200,000	2,400,000	9,600,000	9,600,000	9,600,000	MMBTU	26,400,000	7,200,000	9,600,000	9,600,000	MMBTU
NYMEX futures (WTI) - short	1,043,000	939,000	104,000	—	—	Barrels	564,000	564,000	—	—	Barrels

Interest Rate Risk Management

HEP uses interest rate swaps to manage its exposure to interest rate risk.

As of ~~September 30, 2014~~March 31, 2015, HEP had three interest rate swap contracts that hedge its exposure to the cash flow risk caused by the effects of LIBOR changes on $305.0 million in credit agreement advances. The first interest rate swap effectively converts $155.0 million of LIBOR based debt to fixed-rate debt having an interest rate of 0.99% plus an applicable margin of 2.00% as of ~~September 30, 2014~~March 31, 2015, which equaled an effective interest rate of 2.99%. This swap matures in February 2016. HEP has two additional interest rate swaps with identical terms which effectively convert $150.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.74% plus an applicable margin of 2.00% as of ~~September 30, 2014~~March 31, 2015, which equaled an effective interest rate of 2.74%. Both of these swap contracts mature in July 2017. All of these swap contracts have been designated as cash flow hedges. To date, there has been no ineffectiveness on these cash flow hedges.

2019

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

The following table presents the pre-tax effect on other comprehensive income and earnings due to fair value adjustments and maturities of HEP's interest rate swaps under hedge accounting:


	Unrealized Gain (Loss) Recognized in OCI			Loss Recognized in Earnings Due to Settlements				Unrealized Gain (Loss) Recognized in OCI			Loss Recognized in Earnings Due to Settlements
				Location	Amount						Location	Amount
	(In thousands)							(In thousands)
Three Months Ended September 30, 2014
Three Months Ended March 31, 2015
Interest rate swaps
Change in fair value	$	553						$	(1,280	)
Loss reclassified to earnings due to settlements	556			Interest expense	$	(556	)	531			Interest expense	$	(531	)
Total	$	1,109			$	(556	)	$	(749	)		$	(531	)

Three Months Ended September 30, 2013
Three Months Ended March 31, 2014
Interest rate swaps
Change in fair value	$	(1,626	)					$	(443	)
Loss reclassified to earnings due to settlements	529			Interest expense	$	(529	)	538			Interest expense	$	(538	)
Total	$	(1,097	)		$	(529	)	$	95			$	(538	)

Nine Months Ended September 30, 2014
Interest rate swaps
Change in fair value	$	(1,189	)
Loss reclassified to earnings due to settlements	1,647			Interest expense	$	(1,647	)
Total	$	458			$	(1,647	)

Nine Months Ended September 30, 2013
Interest rate swaps
Change in fair value	$	1,329
Loss reclassified to earnings due to settlements	1,549
Amortization of discontinued hedge reclassified to earnings	849			Interest expense	$	(2,398	)
Total	$	3,727			$	(2,398	)

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

The following table presents the fair value and balance sheet locations of our outstanding derivative instruments. These amounts are presented on a gross basis with offsetting balances that reconcile to a net asset or liability position in our consolidated balance sheets. We present on a net basis to reflect the net settlement of these positions in accordance with provisions of our master netting arrangements.

Derivatives in Net Asset Position Derivatives in Net Liability Position
Gross Assets Gross Liabilities Offset in Balance Sheet Net Assets Recognized in Balance Sheet Gross Liabilities Gross Assets Offset in Balance Sheet Net Liabilities Recognized in Balance Sheet
(In thousands)
September 30, 2014
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts $ 104,969
$ (31,480 ) $ 73,489
$ 12,735
$ (5,456 ) $ 7,279
Interest rate swap contracts 1,545
—
1,545
1,231
—
1,231
$ 106,514
$ (31,480 ) $ 75,034
$ 13,966
$ (5,456 ) $ 8,510

Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts $ 14,325
$ (3,961 ) $ 10,364
$ 11,624
$ (7,860 ) $ 3,764
NYMEX futures contracts 1,848
—
1,848
—
—
—
$ 16,173
$ (3,961 ) $ 12,212
$ 11,624
$ (7,860 ) $ 3,764

Total net balance $ 87,246
$ 12,274

Balance sheet classification: Prepayment and other $ 84,559

Intangibles and other 2,687
Other long-term liabilities $ 12,274
$ 87,246
$ 12,274


		Derivatives in Net Asset Position						Derivatives in Net Liability Position								Derivatives in Net Asset Position							Derivatives in Net Liability Position
		Gross Assets		Gross Liabilities Offset in Balance Sheet		Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet			Gross Assets		Gross Liabilities Offset in Balance Sheet			Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet
				(In thousands)														(In thousands)
December 31, 2013
March 31, 2015
Derivatives designated as cash flow hedging instruments:	Derivatives designated as cash flow hedging instruments:														Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts		$	—	$	—	$	—	$	63,561	$	(23,679	)	$	39,882		$	106,379	$	(90,773	)	$	15,606	$	61,573	$	(35,812	)	$	25,761
Forward contracts																753		(722		)	31		2,630		(1,414		)	1,216
Interest rate swap contracts		1,670		—		1,670		1,814		—			1,814			147		—			147		942		—			942
		$	1,670	$	—	$	1,670	$	65,375	$	(23,679	)	$	41,696		$	107,279	$	(91,495	)	$	15,784	$	65,145	$	(37,226	)	$	27,919

Derivatives not designated as cash flow hedging instruments:	Derivatives not designated as cash flow hedging instruments:														Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts		$	6,972	$	—	$	6,972	$	19,766	$	(12,611	)	$	7,155		$	22,090	$	(7,720	)	$	14,370	$	32,489	$	(28,347	)	$	4,142
NYMEX futures contracts		—		—		—		3,569		—			3,569			6,465		—			6,465		—		—			—
		$	6,972	$	—	$	6,972	$	23,335	$	(12,611	)	$	10,724		$	28,555	$	(7,720	)	$	20,835	$	32,489	$	(28,347	)	$	4,142

Total net balance						$	8,642						$	52,420							$	36,619						$	32,061

Balance sheet classification:		Prepayment and other				$	6,972	Accrued liabilities					$	26,843		Prepayment and other					$	36,472	Accrued liabilities					$	2,386
		Intangibles and other				1,670		Other long-term liabilities					25,577			Intangibles and other					147		Other long-term liabilities					29,675
						$	8,642						$	52,420							$	36,619						$	32,061

2220

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued



	Derivatives in Net Asset Position							Derivatives in Net Liability Position
	Gross Assets		Gross Liabilities Offset in Balance Sheet			Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet
			(In thousands)
December 31, 2014
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	173,658	$	(142,115	)	$	31,543	$	21,441	$	—		$	21,441
Interest rate swap contracts	1,019		—			1,019		1,065		—			1,065
	$	174,677	$	(142,115	)	$	32,562	$	22,506	$	—		$	22,506

Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	17,630	$	(12,942	)	$	4,688	$	20,398	$	(17,007	)	$	3,391
NYMEX futures contracts	17,619		—			17,619		—		—			—
	$	35,249	$	(12,942	)	$	22,307	$	20,398	$	(17,007	)	$	3,391

Total net balance						$	54,869						$	25,897

Balance sheet classification:	Prepayment and other					$	53,850
	Intangibles and other					1,019		Other long-term liabilities					$	25,897
						$	54,869						$	25,897

At ~~September 30, 2014~~March 31, 2015, we had a pre-tax net unrealized ~~gain~~loss of ~~$68.4~~$7.4 million classified in accumulated other comprehensive income that relates to all accounting hedges having contractual maturities through 2017. Assuming commodity prices and interest rates remain unchanged, an unrealized gain of ~~$76.7~~$20.1 million will be effectively transferred from accumulated other comprehensive income into the statement of income as the hedging instruments contractually mature over the next twelve-month period.


NOTE 11:	Equity

Changes to equity during the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 are presented below:


	HollyFrontier Stockholders’ Equity			Noncontrolling Interest			Total Equity			HollyFrontier Stockholders’ Equity			Noncontrolling Interest			Total Equity
	(In thousands)									(In thousands)
Balance at December 31, 2013	$	5,999,620		$	609,778		$	6,609,398
Balance at December 31, 2014										$	5,523,584		$	577,135		$	6,100,719
Net income	503,496			33,177			536,673			226,876			15,785			242,661
Dividends	(485,803		)	—			(485,803		)	(62,745		)	—			(62,745		)
Distributions to noncontrolling interest holders	—			(58,473		)	(58,473		)	—			(20,472		)	(20,472		)
Other comprehensive income, net of tax	69,189			278			69,467			(11,522		)	(454		)	(11,976		)
Equity-based compensation	18,235			2,493			20,728			6,329			896			7,225
Excess tax benefit attributable to equity-based compensation	4,482			—			4,482
Tax attributable to equity-based compensation										(570		)	—			(570		)
Purchase of treasury stock ⁽¹⁾	(135,062		)	—			(135,062		)	(55,106		)	—			(55,106		)
Purchase of HEP units for restricted grants	—			(1,064		)	(1,064		)	—			(247		)	(247		)
Other	—			502			502			—			14			14
Balance at September 30, 2014	$	5,974,157		$	586,691		$	6,560,848
Balance at March 31, 2015										$	5,626,846		$	572,657		$	6,199,503


(1)	Includes ~~92,048~~1,215 shares withheld under the terms of stock-based compensation agreements to provide funds for the payment of payroll and income taxes due at the vesting of share-based awards.

Table of Contents

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

In ~~September 2014,~~February 2015, our Board of Directors approved a $500 million share ~~repurchase program, which replaced the existing stock~~ repurchase program authorizing us to repurchase common stock in the open market or through privately negotiated transactions. As of March 31, 2015, we had remaining authorization to repurchase up to $461.5 million under this stock repurchase program.

On May 5, 2015, our Board of Directors approved a $1 billion share repurchase program, which replaced all existing share repurchase programs including $461.5 million remaining under the existing $500 million share repurchase program. The timing and amount of stock repurchases will depend on market conditions, corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. ~~As of~~ ~~September 30, 2014, we had remaining authorization to repurchase up to $467.8 million under this stock repurchase program.~~ In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~


NOTE 12:	Other Comprehensive Income (Loss)

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


	Before-Tax			Tax Expense (Benefit)			After-Tax			Before-Tax			Tax Expense (Benefit)			After-Tax
	(In thousands)									(In thousands)
Three Months Ended September 30, 2014
Net unrealized loss on marketable securities	$	(165	)	$	(64	)	$	(101	)
Three Months Ended March 31, 2015
Net unrealized gain on marketable securities										$	68		$	27		$	41
Net unrealized loss on hedging instruments	(8,441		)	(3,527		)	(4,914		)	(19,319		)	(7,302		)	(12,017		)
Net change in post-retirement benefit obligations	422			163			259
Other comprehensive loss	(8,184		)	(3,428		)	(4,756		)	(19,251		)	(7,275		)	(11,976		)
Less other comprehensive income attributable to noncontrolling interest	673			—			673
Less other comprehensive loss attributable to noncontrolling interest										(454		)	—			(454		)
Other comprehensive loss attributable to HollyFrontier stockholders	$	(8,857	)	$	(3,428	)	$	(5,429	)	$	(18,797	)	$	(7,275	)	$	(11,522	)

Three Months Ended September 30, 2013
Three Months Ended March 31, 2014
Net unrealized gain on marketable securities	$	34		$	13		$	21		$	11		$	(3	)	$	14
Net unrealized gain on hedging instruments	4,215			1,933			2,282
Other comprehensive income	4,249			1,946			2,303
Less other comprehensive loss attributable to noncontrolling interest	(665		)	—			(665		)
Other comprehensive income attributable to HollyFrontier stockholders	$	4,914		$	1,946		$	2,968

Nine Months Ended September 30, 2014
Net unrealized loss on marketable securities	$	(129	)	$	(50	)	$	(79	)
Net unrealized gain on hedging instruments	112,957			43,616			69,341			87,083			33,743			53,340
Net change in post-retirement benefit obligations	333			128			205			(89		)	(35		)	(54		)
Other comprehensive income	113,161			43,694			69,467			87,005			33,705			53,300
Less other comprehensive income attributable to noncontrolling interest	278			—			278			58			—			58
Other comprehensive income attributable to HollyFrontier stockholders	$	112,883		$	43,694		$	69,189		$	86,947		$	33,705		$	53,242

Nine Months Ended September 30, 2013
Net unrealized gain on marketable securities	$	5		$	2		$	3
Net unrealized gain on hedging instruments	44,371			16,473			27,898
Net change in pension and other post-retirement benefit obligations	30,712			11,946			18,766
Other comprehensive income	75,088			28,421			46,667
Less other comprehensive income attributable to noncontrolling interest	2,068			—			2,068
Other comprehensive income attributable to HollyFrontier stockholders	$	73,020		$	28,421		$	44,599

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

The following table presents the income statement line item effects for reclassifications out of accumulated other comprehensive income (“AOCI”):


AOCI Component	Gain (Loss) Reclassified From AOCI						Income Statement Line Item	Gain (Loss) Reclassified From AOCI						Income Statement Line Item
	(In thousands)							(In thousands)
	Three Months Ended September 30,							Three Months Ended March 31,
	2014			2013				2015			2014

Marketable securities	$	12		$	10		Interest income	$	(2	)	$	1		Interest income
								42			—			Gain on sale of assets
								40			1
	5			4			Income tax expense	15			—			Income tax expense
	7			6			Net of tax	25			1			Net of tax

Hedging instruments:
Commodity price swaps	(6,202		)	(10,138		)	Sales and other revenues	49,180			(25,331		)	Sales and other revenues
	20,776			32,874			Cost of products sold	(40,769		)	29,317			Cost of products sold
	(444		)	(999		)	Operating expenses	(3,989		)	1,504			Operating expenses
Interest rate swaps	(556		)	(529		)	Interest expense	(531		)	(538		)	Interest expense
	13,574			21,208				3,891			4,952
	5,384			8,375			Income tax expense	1,630			2,043			Income tax expense
	8,190			12,833			Net of tax	2,261			2,909			Net of tax
	337			321			Noncontrolling interest	322			326			Noncontrolling interest
	8,527			13,154			Net of tax and noncontrolling interest	2,583			3,235			Net of tax and noncontrolling interest

Retirement restoration plan	(422		)	—			General and administrative expenses
	(163		)	—			Income tax benefit
	(259		)	—			Net of tax

Total reclassifications for the period	$	8,275		$	13,160			$	2,608		$	3,236

	Nine Months Ended September 30,
	2014			2013

Marketable securities	$	13		$	13		Interest income
	5			5			Income tax expense
	8			8			Net of tax

Hedging instruments:
Commodity price swaps	(80,475		)	(25,454		)	Sales and other revenues
	111,217			28,271			Cost of products sold
	1,805			(2,051		)	Operating expenses
Interest rate swaps	(1,647		)	(2,398		)	Interest expense
	30,900			(1,632		)
	12,345			(69		)	Income tax expense (benefit)
	18,555			(1,563		)	Net of tax
	998			1,453			Noncontrolling interest
	19,553			(110		)	Net of tax and noncontrolling interest

Pension and other post-retirement benefit obligations:
Pension obligation	—			(2,460		)	Cost of products sold
	—			(23,260		)	Operating expenses
	—			(3,266		)	General and administrative expenses
	—			(28,986		)
	—			(11,275		)	Income tax benefit
	—			(17,711		)	Net of tax

Post-retirement healthcare obligation	—			(84		)	Cost of products sold
	—			(1,549		)	Operating expenses
	—			(93		)	General and administrative expenses
	—			(1,726		)
	—			(671		)	Income tax benefit
	—			(1,055		)	Net of tax

Retirement restoration plan	(422		)	—			General and administrative expenses
	(163		)	—			Income tax benefit
	(259		)	—			Net of tax

Total reclassifications for the period	$	19,302		$	(18,868	)

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

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


	September 30, 2014			December 31, 2013			March 31, 2015			December 31, 2014
	(In thousands)						(In thousands)
Unrealized gain on post-retirement benefit obligations	$	27,896		$	27,691		$	20,689		$	20,689
Unrealized gain (loss) on marketable securities	(69		)	10
Unrealized loss on marketable securities							(44		)	(85		)
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest	42,184			(26,879		)	(4,273		)	7,290
Accumulated other comprehensive income	$	70,011		$	822		$	16,372		$	27,894


NOTE 13:	Post-retirement Plans

We have a post-retirement healthcare and other benefits plan that is available to certain of our employees who satisfy certain age and service requirements. The net periodic benefit credit of this plan consisted of the following components:

Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013
(In thousands)
Service cost – benefit earned during the period $ 224
$ 278
$ 672
$ 834
Interest cost on projected benefit obligations 159
159
478
477
Amortization of prior service credit (1,074 ) (1,474 ) (3,222 ) (4,422 )
Amortization of net loss —
31
—
93
Loss on settlement —
—
—
1,726
Net periodic post-retirement credit $ (691 ) $ (1,006 ) $ (2,072 ) $ (1,292 )

In 2012, our Compensation Committee, pursuant to authority delegated to it by the Board of Directors, approved the termination of the HollyFrontier Corporation Pension Plan (the “Plan”), a non-contributory defined benefit retirement plan that covered certain employees and was fully frozen effective May 1, 2012. In the second quarter of 2013, the Plan was liquidated and we recognized a pre-tax pension settlement charge of $30.9 million, of which $29.0 million was reclassified out of accumulated other comprehensive income, representing the irrevocable portion of our obligation.



	Three Months Ended March 31,
	2015			2014
	(In thousands)
Service cost – benefit earned during the period	$	424		$	224
Interest cost on projected benefit obligations	205			159
Amortization of prior service credit	(871		)	(1,074		)
Amortization of net loss	46			—
Net periodic post-retirement credit	$	(196	)	$	(691	)

Additionally, we ~~have~~had a program that ~~provides certain~~provided transition benefit payments to certain employees that participated in ~~the~~a previously terminated defined benefit ~~plan that was terminated.~~plan. The program ~~extends~~extended through 2014 and ~~provides~~provided payments ~~after~~subsequent to year-end provided the employee iswas employed by us on the last day of each year. The payments are based on each employee's years of service and eligible salary. Transition benefit costs under this program were $~~2.6~~0.3 million and $~~2.7~~2.6 million for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, ~~respectively, and $8.1 million and $8.5 million for the nine months ended September 30, 2014 and 2013,~~ respectively. In March 2015, we paid all amounts owed to plan participants of $11.0 million.


NOTE 14:	Contingencies

We are a party to various litigation and legal proceedings which we believe, based on advice of counsel, will not either individually or in the aggregate have a material adverse effect on our financial condition, results of operations or cash flows.

Pursuant to the 2007 Energy Independence and Security Act, the Environmental Protection Agency (“EPA”) promulgated the Renewable Fuel Standard 2 (“RFS2”) regulations reflecting the increased volume of renewable fuels mandated to be blended into the nation's fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as renewable identification numbers (“RINs”), in lieu of such blending. The EPA has not yet finalized the 2014 nor the 2015 percentage standards under its RFS2 program. The estimated quantity of renewable fuels or RINs that we are required to purchase and that have been accrued for as of March 31, 2015 and December 31, 2014, as well as for the three months and year then ended, are based on quantities proposed by the EPA in November 2013.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


NOTE 15:	Segment Information

Our operations are organized into two reportable segments, Refining and HEP. Our operations that are not included in the Refining and HEP segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Consolidations and Eliminations.

The Refining segment represents the operations of the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries and NK Asphalt (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. Additionally, the Refining segment includes specialty lubricant products produced at our Tulsa Refineries that are marketed throughout North America and are distributed in Central and South America. NK Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma.

The HEP segment includes all of the operations of HEP, ~~a consolidated VIE,~~ which owns and operates logistics assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. The HEP segment also includes a 75% interest in UNEV (a consolidated subsidiary of HEP) and a 25% interest in the SLC Pipeline. Revenues from the HEP segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations as well as revenues relating to pipeline transportation services provided for our refining operations. Due to certain basis differences, our reported amounts for the HEP segment may not agree to amounts reported in HEP’s periodic public filings.

The accounting policies for our segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.


	Refining		HEP		Corporate and Other			Consolidations and Eliminations			Consolidated Total		Refining		HEP		Corporate and Other			Consolidations and Eliminations			Consolidated Total
	(In thousands)												(In thousands)
Three Months Ended September 30, 2014
Three Months Ended March 31, 2015
Sales and other revenues	$	5,303,053	$	82,141	$	181		$	(67,820	)	$	5,317,555	$	2,989,280	$	89,756	$	218		$	(72,628	)	$	3,006,626
Depreciation and amortization	$	63,109	$	15,078	$	2,965		$	(207	)	$	80,945	$	63,275	$	14,290	$	2,654		$	(207	)	$	80,012
Income (loss) from operations	$	292,132	$	39,341	$	(28,313	)	$	(549	)	$	302,611	$	373,901	$	44,210	$	(28,949	)	$	(540	)	$	388,622
Capital expenditures	$	98,115	$	22,875	$	3,374		$	—		$	124,364	$	129,761	$	38,433	$	4,425		$	—		$	172,619

Three Months Ended September 30, 2013
Three Months Ended March 31, 2014
Sales and other revenues	$	5,314,954	$	77,625	$	257		$	(65,714	)	$	5,327,122	$	4,775,080	$	87,012	$	1,115		$	(72,154	)	$	4,791,053
Depreciation and amortization	$	61,553	$	19,042	$	1,739		$	(207	)	$	82,127	$	63,541	$	15,184	$	2,030		$	(207	)	$	80,548
Income (loss) from operations	$	144,508	$	34,481	$	(28,701	)	$	(538	)	$	149,750	$	251,209	$	45,865	$	(25,555	)	$	(523	)	$	270,996
Capital expenditures	$	92,918	$	14,238	$	8,230		$	—		$	115,386	$	99,943	$	20,604	$	3,734		$	—		$	124,281

Nine Months Ended September 30, 2014
Sales and other revenues	$	15,440,047	$	244,177	$	1,802		$	(204,818	)	$	15,481,208
Depreciation and amortization	$	210,490	$	45,739	$	7,275		$	(621	)	$	262,883
Income (loss) from operations	$	835,555	$	117,670	$	(81,670	)	$	(1,603	)	$	869,952
Capital expenditures	$	290,392	$	61,657	$	17,084		$	—		$	369,133

Nine Months Ended September 30, 2013
Sales and other revenues	$	15,294,261	$	229,230	$	1,054		$	(190,786	)	$	15,333,759
Depreciation and amortization	$	172,166	$	48,410	$	4,426		$	(621	)	$	224,381
Income (loss) from operations	$	1,145,487	$	102,347	$	(87,319	)	$	(1,564	)	$	1,158,951
Capital expenditures	$	231,416	$	31,099	$	23,674		$	—		$	286,189



March 31, 2015
Cash, cash equivalents and total investments in marketable securities	$	196	$	5,802	$	1,002,601	$	—		$	1,008,599
Total assets	$	7,015,682	$	1,458,019	$	1,106,374	$	(317,948	)	$	9,262,127
Long-term debt	$	—	$	890,742	$	186,627	$	—		$	1,077,369

December 31, 2014
Cash, cash equivalents and total investments in marketable securities	$	88	$	2,830	$	1,039,177	$	—		$	1,042,095
Total assets	$	6,965,245	$	1,434,572	$	1,150,865	$	(320,042	)	$	9,230,640
Long-term debt	$	—	$	867,579	$	187,311	$	—		$	1,054,890

HEP segment revenues from external customers were $17.5 million and $15.2 million for the three months ended March 31, 2015 and 2014, respectively.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Refining HEP Corporate and Other Consolidations and Eliminations Consolidated Total
(In thousands)
September 30, 2014
Cash, cash equivalents and total investments in marketable securities $ 3,501
$ 1,667
$ 1,474,338
$ —
$ 1,479,506
Total assets $ 7,476,849
$ 1,418,780
$ 1,593,308
$ (307,167 ) $ 10,181,770
Long-term debt $ —
$ 851,416
$ 187,980
$ —
$ 1,039,396

December 31, 2013
Cash, cash equivalents and total investments in marketable securities $ 1,860
$ 6,352
$ 1,657,051
$ —
$ 1,665,263
Total assets $ 7,094,558
$ 1,413,908
$ 1,881,119
$ (332,846 ) $ 10,056,739
Long-term debt $ —
$ 807,630
$ 189,889
$ —
$ 997,519

~~HEP segment revenues from external customers were~~ ~~$14.7 million~~ ~~and~~ ~~$12.2 million~~ ~~for the~~ ~~three~~ ~~months ended~~ ~~September 30, 2014~~ ~~and~~ ~~2013, respectively, and $40.4 million and $37.1 million for the nine months ended September 30, 2014 and 2013, respectively.~~


NOTE 16:	Supplemental Guarantor/Non-Guarantor Financial Information

Our obligations under the HollyFrontier Senior Notes have been jointly and severally guaranteed by the substantial majority of our existing and future restricted subsidiaries (“Guarantor Restricted Subsidiaries”). These guarantees are full and unconditional. HEP, in which we have a 39% ownership interest at ~~September 30, 2014~~March 31, 2015, and its subsidiaries (collectively, “Non-Guarantor Non-Restricted Subsidiaries”), and certain of our other subsidiaries (“Non-Guarantor Restricted Subsidiaries”) have not guaranteed these obligations.

The following condensed consolidating financial information is provided for HollyFrontier Corporation (the “Parent”), the Guarantor Restricted Subsidiaries, the Non-Guarantor Restricted Subsidiaries and the Non-Guarantor Non-Restricted Subsidiaries. The information has been presented as if the Parent accounted for its ownership in the Guarantor Restricted Subsidiaries, and the Guarantor Restricted Subsidiaries accounted for the ownership of the Non-Guarantor Restricted Subsidiaries and Non-Guarantor Non-Restricted Subsidiaries, using the equity method of accounting. The Guarantor Restricted Subsidiaries and the Non-Guarantor Restricted Subsidiaries are collectively the “Restricted Subsidiaries.”

~~We have made certain revisions to our prior year condensed statements of cash flows to reclassify intercompany lending and distribution activity between operating, investing and financing activities.~~



Condensed Consolidating Balance Sheet
March 31, 2015	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	588,246	$	—	$	44	$	—		$	588,290	$	5,802	$	—		$	594,092
Marketable securities	414,507		—		—		—			414,507		—		—			414,507
Accounts receivable, net	9,538		518,569		11,299		—			539,406		39,855		(52,408		)	526,853
Intercompany accounts receivable	—		300,829		421,108		(721,937		)	—		—		—			—
Inventories	—		1,113,717		—		—			1,113,717		1,961		—			1,115,678
Prepayments and other	13,308		53,708		—		—			67,016		2,428		(4,796		)	64,648
Total current assets	1,025,599		1,986,823		432,451		(721,937		)	2,722,936		50,046		(57,204		)	2,715,778

Properties, plants and equip, net	32,610		2,956,913		950		—			2,990,473		1,046,987		(256,300		)	3,781,160
Investment in subsidiaries	6,280,300		323,760		—		(6,604,060		)	—		—		—			—
Intangibles and other assets	30,178		2,378,469		25,000		(25,000		)	2,408,647		360,986		(4,444		)	2,765,189
Total assets	$	7,368,687	$	7,645,965	$	458,401	$	(7,350,997	)	$	8,122,056	$	1,458,019	$	(317,948	)	$	9,262,127

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,852	$	951,974	$	—	$	—		$	954,826	$	28,491	$	(52,408	)	$	930,909
Intercompany accounts payable	721,937		—		—		(721,937		)	—		—		—			—
Income tax payable	112,016		—		—		—			112,016		—		—			112,016
Accrued liabilities	39,545		59,500		1,955		—			101,000		16,771		(4,796		)	112,975
Deferred income tax liabilities	16,503		—		—		—			16,503		—		—			16,503
Total current liabilities	892,853		1,011,474		1,955		(721,937		)	1,184,345		45,262		(57,204		)	1,172,403

Long-term debt	178,908		32,719		—		(25,000		)	186,627		890,742		—			1,077,369
Liability to HEP	—		230,374		—		—			230,374		—		(230,374		)	—
Deferred income tax liabilities	630,610		—		—		—			630,610		420		—			631,030
Other long-term liabilities	43,994		91,098		—		—			135,092		52,322		(5,592		)	181,822

Investment in HEP	—		—		132,686		—			132,686		—		(132,686		)	—
Equity – HollyFrontier	5,622,322		6,280,300		323,760		(6,604,060		)	5,622,322		373,154		(368,630		)	5,626,846
Equity – noncontrolling interest	—		—		—		—			—		96,119		476,538			572,657
Total liabilities and equity	$	7,368,687	$	7,645,965	$	458,401	$	(7,350,997	)	$	8,122,056	$	1,458,019	$	(317,948	)	$	9,262,127

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet																			Condensed Consolidating Balance Sheet
September 30, 2014		Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
December 31, 2014																					Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
		(In thousands)																			(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	850,727	$	3,474	$	158	$	—		$	854,359	$	1,667	$	—		$	856,026		$	565,080	$	—	$	75	$	—		$	565,155	$	2,830	$	—		$	567,985
Marketable securities		623,480		—		—		—			623,480		—		—			623,480			474,068		42		—		—			474,110		—		—			474,110
Accounts receivable, net		9,752		675,673		3,358		—			688,783		35,972		(34,504		)	690,251			5,107		579,526		3,774		—			588,407		40,129		(38,631		)	589,905
Intercompany accounts receivable		—		788,868		379,045		(1,167,913		)	—		—		—			—			—		171,341		397,540		(568,881		)	—		—		—			—
Inventories		—		1,577,672		—		—			1,577,672		1,793		—			1,579,465			—		1,033,191		—		—			1,033,191		1,940		—			1,035,131
Income taxes receivable		32,888		—		—		—			32,888		—		—			32,888			11,719		—		—		—			11,719		—		—			11,719
Prepayments and other		9,920		107,367		—		—			117,287		2,626		(8,290		)	111,623			14,734		95,194		—		—			109,928		2,443		(8,223		)	104,148
Total current assets		1,526,767		3,153,054		382,561		(1,167,913		)	3,894,469		42,058		(42,794		)	3,893,733			1,070,708		1,879,294		401,389		(568,881		)	2,782,510		47,342		(46,854		)	2,782,998

Properties, plants and equip, net		32,525		2,774,100		855		—			2,807,480		1,016,223		(263,438		)	3,560,265			31,808		2,873,350		902		—			2,906,060		1,024,311		(259,832		)	3,670,539
Investment in subsidiaries		6,707,737		270,685		—		(6,978,422		)	—		—		—			—			5,912,233		291,912		—		(6,204,145		)	—		—		—			—
Intangibles and other assets		23,823		2,344,385		25,000		(25,000		)	2,368,208		360,499		(935		)	2,727,772			30,082		2,388,844		25,000		(25,000		)	2,418,926		362,919		(4,742		)	2,777,103
Total assets		$	8,290,852	$	8,542,224	$	408,416	$	(8,171,335	)	$	9,070,157	$	1,418,780	$	(307,167	)	$	10,181,770		$	7,044,831	$	7,433,400	$	427,291	$	(6,798,026	)	$	8,107,496	$	1,434,572	$	(311,428	)	$	9,230,640

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	15,748	$	1,444,787	$	—	$	—		$	1,460,535	$	15,084	$	(34,504	)	$	1,441,115		$	11,457	$	1,117,429	$	2	$	—		$	1,128,888	$	17,881	$	(38,631	)	$	1,108,138
Intercompany accounts payable		1,167,913		—		—		(1,167,913		)	—		—		—			—			568,881		—		—		(568,881		)	—		—		—			—
Income taxes payable																					19,642		—		—		—			19,642		—		—			19,642
Accrued liabilities		51,334		53,302		1,161		—			105,797		25,426		(8,290		)	122,933			41,403		45,331		1,382		—			88,116		26,321		(8,223		)	106,214
Deferred income tax liabilities		222,701		—		—		—			222,701		—		—			222,701			17,409		—		—		—			17,409		—		—			17,409
Total current liabilities		1,457,696		1,498,089		1,161		(1,167,913		)	1,789,033		40,510		(42,794		)	1,786,749			658,792		1,162,760		1,384		(568,881		)	1,254,055		44,202		(46,854		)	1,251,403

Long-term debt		179,377		33,603		—		(25,000		)	187,980		851,416		—			1,039,396			179,144		33,167		—		(25,000		)	187,311		867,579		—			1,054,890
Liability to HEP		—		236,305		—		—			236,305		—		(236,305		)	—			—		233,217		—		—			233,217		—		(233,217		)	—
Deferred income tax liabilities		654,355		—		—		—			654,355		5,311		—			659,666			646,503		—		—		—			646,503		367		—			646,870
Other long-term liabilities		31,253		66,490		—		—			97,743		39,446		(2,078		)	135,111			43,451		92,023		—		—			135,474		47,170		(5,886		)	176,758

Investment in HEP		—		—		136,570		—			136,570		—		(136,570		)	—			—		—		133,995		—			133,995		—		(133,995		)	—
Equity – HollyFrontier		5,968,171		6,707,737		270,685		(6,978,422		)	5,968,171		386,255		(380,269		)	5,974,157			5,516,941		5,912,233		291,912		(6,204,145		)	5,516,941		380,172		(373,529		)	5,523,584
Equity – noncontrolling interest		—		—		—		—			—		95,842		490,849			586,691			—		—		—		—			—		95,082		482,053			577,135
Total liabilities and equity		$	8,290,852	$	8,542,224	$	408,416	$	(8,171,335	)	$	9,070,157	$	1,418,780	$	(307,167	)	$	10,181,770		$	7,044,831	$	7,433,400	$	427,291	$	(6,798,026	)	$	8,107,496	$	1,434,572	$	(311,428	)	$	9,230,640

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Balance Sheet
December 31, 2013 Parent
Guarantor
Restricted
Subsidiaries

Non-
Guarantor
Restricted
Subsidiaries
Eliminations
HollyFrontier
Corp. Before
Consolidation
of HEP

Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
Consolidations and Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 931,920
$ 1,817
$ 14
$ —
$ 933,751
$ 6,352
$ —
$ 940,103
Marketable securities 725,160
—
—
—
725,160
—
—
725,160
Accounts receivable, net 6,095
698,109
8,075
—
712,279
34,736
(38,213 ) 708,802
Intercompany accounts receivable —
149,907
313,623
(463,530 ) —
—
—
—
Inventories —
1,352,656
—
—
1,352,656
1,591
—
1,354,247
Income taxes receivable 109,376
—
—
—
109,376
—
—
109,376
Prepayments and other 21,843
45,413
—
—
67,256
2,283
(10,783 ) 58,756
Total current assets 1,794,394
2,247,902
321,712
(463,530 ) 3,900,478
44,962
(48,996 ) 3,896,444

Properties, plants and equip, net 30,007
2,633,739
24
—
2,663,770
1,004,975
(274,149 ) 3,394,596
Investment in subsidiaries 5,722,025
216,687
—
(5,938,712 ) —
—
—
—
Intangibles and other assets 23,034
2,380,268
25,000
(25,000 ) 2,403,302
363,970
(1,573 ) 2,765,699
Total assets $ 7,569,460
$ 7,478,596
$ 346,736
$ (6,427,242 ) $ 8,967,550
$ 1,413,907
$ (324,718 ) $ 10,056,739

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 16,704
$ 1,323,603
$ 383
$ —
$ 1,340,690
$ 22,898
$ (38,212 ) $ 1,325,376
Intercompany accounts payable 463,530
—
—
(463,530 ) —
—
—
—
Accrued liabilities 43,254
63,181
795
—
107,230
28,668
(10,783 ) 125,115
Deferred income tax liabilities 223,999
—
—
—
223,999
—
—
223,999
Total current liabilities 747,487
1,386,784
1,178
(463,530 ) 1,671,919
51,566
(48,995 ) 1,674,490

Long-term debt 180,054
34,835
—
(25,000 ) 189,889
807,630
—
997,519
Liability to HEP —
245,536
—
—
245,536
—
(245,536 ) —
Deferred income tax liabilities 611,555
—
—
—
611,555
5,287
—
616,842
Other long-term liabilities 35,874
89,416
—
—
125,290
35,918
(2,718 ) 158,490

Investment in HEP —
—
128,871
—
128,871
—
(128,871 ) —
Equity – HollyFrontier 5,994,490
5,722,025
216,687
(5,938,712 ) 5,994,490
416,018
(410,888 ) 5,999,620
Equity – noncontrolling interest —
—
—
—
—
97,488
512,290
609,778
Total liabilities and equity $ 7,569,460
$ 7,478,596
$ 346,736
$ (6,427,242 ) $ 8,967,550
$ 1,413,907
$ (324,718 ) $ 10,056,739



Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2015	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	106		$	2,989,392		$	—		$	—		$	2,989,498		$	89,756		$	(72,628	)	$	3,006,626
Operating costs and expenses:
Cost of products sold	—			2,322,881			—			—			2,322,881			—			(71,508		)	2,251,373
Lower of cost or market inventory valuation adjustment	—			(6,546		)	—			—			(6,546		)	—			—			(6,546		)
Operating expenses	—			236,003			—			—			236,003			27,966			(373		)	263,596
General and administrative	25,824			415			40			—			26,279			3,290			—			29,569
Depreciation and amortization	2,326			66,924			8			—			69,258			14,290			(3,536		)	80,012
Total operating costs and expenses	28,150			2,619,677			48			—			2,647,875			45,546			(75,417		)	2,618,004
Income (loss) from operations	(28,044		)	369,715			(48		)	—			341,623			44,210			2,789			388,622
Other income (expense):
Earnings (loss) of equity method investments	384,401			12,035			20,442			(404,977		)	11,901			734			(20,442		)	(7,807		)
Interest income (expense)	(302		)	2,049			175			—			1,922			(8,767		)	(2,347		)	(9,192		)
Gain on sale of assets	6			602			—			—			608			158			—			766
	384,105			14,686			20,617			(404,977		)	14,431			(7,875		)	(22,789		)	(16,233		)
Income before income taxes	356,061			384,401			20,569			(404,977		)	356,054			36,335			(20,000		)	372,389
Income tax provision	129,627			—			—			—			129,627			101			—			129,728
Net income	226,434			384,401			20,569			(404,977		)	226,427			36,234			(20,000		)	242,661
Less net income attributable to noncontrolling interest	—			—			(7		)	—			(7		)	4,027			11,765			15,785
Net income attributable to HollyFrontier stockholders	$	226,434		$	384,401		$	20,576		$	(404,977	)	$	226,434		$	32,207		$	(31,765	)	$	226,876
Comprehensive income attributable to HollyFrontier stockholders	$	214,912		$	365,536		$	20,281		$	(385,817	)	$	214,912		$	31,912		$	(31,470	)	$	215,354



Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	101		$	4,775,123	$	971	$	—		$	4,776,195	$	87,012		$	(72,154	)	$	4,791,053
Operating costs and expenses:
Cost of products sold	—			4,209,722		—		—			4,209,722		—			(71,102		)	4,138,620
Operating expenses	—			251,476		—		—			251,476		22,812			(322		)	273,966
General and administrative	21,107			2,626		39		—			23,772		3,151			—			26,923
Depreciation and amortization	1,790			67,107		—		—			68,897		15,184			(3,533		)	80,548
Total operating costs and expenses	22,897			4,530,931		39		—			4,553,867		41,147			(74,957		)	4,520,057
Income (loss) from operations	(22,796		)	244,192		932		—			222,328		45,865			2,803			270,996
Other income (expense):
Earnings (loss) of equity method investments	262,359			16,022		16,283		(279,704		)	14,960		522			(16,283		)	(801		)
Interest income (expense)	(424		)	2,145		130		—			1,851		(10,451		)	(2,342		)	(10,942		)
Loss on early extinguishment of debt	—			—		—		—			—		(7,677		)	—			(7,677		)
	261,935			18,167		16,413		(279,704		)	16,811		(17,606		)	(18,625		)	(19,420		)
Income before income taxes	239,139			262,359		17,345		(279,704		)	239,139		28,259			(15,822		)	251,576
Income tax provision	87,539			—		—		—			87,539		75			—			87,614
Net income	151,600			262,359		17,345		(279,704		)	151,600		28,184			(15,822		)	163,962
Less net income attributable to noncontrolling interest	—			—		—		—			—		3,637			8,264			11,901
Net income attributable to HollyFrontier stockholders	$	151,600		$	262,359	$	17,345	$	(279,704	)	$	151,600	$	24,547		$	(24,086	)	$	152,061
Comprehensive income attributable to HollyFrontier stockholders	$	204,842		$	349,384	$	17,382	$	(366,766	)	$	204,842	$	24,585		$	(24,124	)	$	205,303

3027

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended September 30, 2014 Parent
Guarantor
Restricted
Subsidiaries

Non-
Guarantor
Restricted
Subsidiaries
Eliminations
HollyFrontier
Corp. Before
Consolidation
of HEP

Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
Consolidations and Eliminations Consolidated
(In thousands)
Sales and other revenues $ 103
$ 5,303,131
$ —
$ —
$ 5,303,234
$ 82,141
$ (67,820 ) $ 5,317,555
Operating costs and expenses:
Cost of products sold —
4,692,587
—
—
4,692,587
—
(66,694 ) 4,625,893
Operating expenses —
255,871
—
—
255,871
25,456
(370 ) 280,957
General and administrative 24,904
530
36
(587 ) 24,883
2,266
—
27,149
Depreciation and amortization 2,055
66,832
—
587
69,474
15,078
(3,607 ) 80,945
Total operating costs and expenses 26,959
5,015,820
36
—
5,042,815
42,800
(70,671 ) 5,014,944
Income (loss) from operations (26,856 ) 287,311
(36 ) —
260,419
39,341
2,851
302,611
Other income (expense):

Earnings (loss) of equity method investments 305,736
17,021
19,040
(324,884 ) 16,913
880
(19,040 ) (1,247 )
Interest income (expense) (1,227 ) 1,962
144
—
879
(8,585 ) (2,328 ) (10,034 )
Loss on sale of assets —
(556 ) —
—
(556 ) —
—
(556 )
304,509
18,427
19,184
(324,884 ) 17,236
(7,705 ) (21,368 ) (11,837 )
Income before income taxes 277,653
305,738
19,148
(324,884 ) 277,655
31,636
(18,517 ) 290,774
Income tax provision 103,174
—
—
—
103,174
42
—
103,216
Net income 174,479
305,738
19,148
(324,884 ) 174,481
31,594
(18,517 ) 187,558
Less net income attributable to noncontrolling interest —
—
—
—
—
1,509
11,043
12,552
Net income attributable to HollyFrontier stockholders $ 174,479
$ 305,738
$ 19,148
$ (324,884 ) $ 174,481
$ 30,085
$ (29,560 ) $ 175,006
Comprehensive income attributable to HollyFrontier stockholders $ 169,050
$ 296,622
$ 19,584
$ (316,206 ) $ 169,050
$ 30,520
$ (29,993 ) $ 169,577



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2015	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(68,504	)	$	258,441		$	17,831		$	—		$	207,768		$	60,767		$	(21,643	)	$	246,892

Cash flows from investing activities
Additions to properties, plants and equipment	(3,124		)	(131,006		)	(56		)	—			(134,186		)	—			—			(134,186		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(38,433		)	—			(38,433		)
Other, net	—			814			—			—			814			—			—			814
Purchases of marketable securities	(118,816		)	—			—			—			(118,816		)	—			—			(118,816		)
Sales and maturities of marketable securities	178,524			—			—			—			178,524			—			—			178,524
Net advances to Parent	—			(135,235		)	(17,821		)	153,056			—			—			—			—
	56,584			(265,427		)	(17,877		)	153,056			(73,664		)	(38,433		)	—			(112,097		)

Cash flows from financing activities
Net borrowings under credit agreement – HEP	—			—			—			—			—			23,000			—			23,000
Inventory repurchase obligation	—			7,434			—			—			7,434			—			—			7,434
Purchase of treasury stock	(55,065		)	—			—			—			(55,065		)	—			—			(55,065		)
Dividends	(62,335		)	—			—			—			(62,335		)	—			—			(62,335		)
Distributions to noncontrolling interest	—			—			—			—			—			(42,115		)	21,643			(20,472		)
Other, net	(570		)	(448		)	15			—			(1,003		)	(247		)	—			(1,250		)
Net advances from subsidiaries	153,056			—			—			(153,056		)	—			—			—			—
	35,086			6,986			15			(153,056		)	(110,969		)	(19,362		)	21,643			(108,688		)

Cash and cash equivalents
Increase (decrease) for the period	23,166			—			(31		)	—			23,135			2,972			—			26,107
Beginning of period	565,080			—			75			—			565,155			2,830			—			567,985
End of period	$	588,246		$	—		$	44		$	—		$	588,290		$	5,802		$	—		$	594,092

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended September 30, 2013 Parent
Guarantor
Restricted
Subsidiaries

Non-
Guarantor
Restricted
Subsidiaries
Eliminations
HollyFrontier
Corp. Before
Consolidation
of HEP

Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
Consolidations and Eliminations Consolidated
(In thousands)
Sales and other revenues $ 146
$ 5,315,037
$ 28
$ —
$ 5,315,211
$ 77,625
$ (65,714 ) $ 5,327,122
Operating costs and expenses:
Cost of products sold —
4,874,603
—
—
4,874,603
—
(64,613 ) 4,809,990
Operating expenses —
234,987
—
—
234,987
21,687
(356 ) 256,318
General and administrative 25,995
422
105
—
26,522
2,415
—
28,937
Depreciation and amortization 1,496
65,195
—
—
66,691
19,042
(3,606 ) 82,127
Total operating costs and expenses 27,491
5,175,207
105
—
5,202,803
43,144
(68,575 ) 5,177,372
Income (loss) from operations (27,345 ) 139,830
(77 ) —
112,408
34,481
2,861
149,750
Other income (expense):
Earnings of equity method investments 158,437
16,207
16,822
(175,320 ) 16,146
835
(16,822 ) 159
Interest income (expense) (782 ) 2,400
138
—
1,756
(11,812 ) (2,416 ) (12,472 )
157,655
18,607
16,960
(175,320 ) 17,902
(10,977 ) (19,238 ) (12,313 )
Income before income taxes 130,310
158,437
16,883
(175,320 ) 130,310
23,504
(16,377 ) 137,437
Income tax provision 48,488
—
—
—
48,488
40
—
48,528
Net income 81,822
158,437
16,883
(175,320 ) 81,822
23,464
(16,377 ) 88,909
Less net income attributable to noncontrolling interest —
—
—
—
—
1,172
5,447
6,619
Net income attributable to HollyFrontier stockholders $ 81,822
$ 158,437
$ 16,883
$ (175,320 ) $ 81,822
$ 22,292
$ (21,824 ) $ 82,290
Comprehensive income attributable to HollyFrontier stockholders $ 84,790
$ 163,317
$ 16,450
$ (179,767 ) $ 84,790
$ 21,859
$ (21,391 ) $ 85,258

3128

Table of Contents

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Statement of Income and Comprehensive Income
Nine Months Ended September 30, 2014 Parent
Guarantor
Restricted
Subsidiaries

Non-
Guarantor
Restricted
Subsidiaries
Eliminations
HollyFrontier
Corp. Before
Consolidation
of HEP

Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
Consolidations and Eliminations Consolidated
(In thousands)
Sales and other revenues $ 383
$ 15,440,531
$ 935
$ —
$ 15,441,849
$ 244,177
$ (204,818 ) $ 15,481,208
Operating costs and expenses:
Cost of products sold —
13,640,897
—
—
13,640,897
—
(201,538 ) 13,439,359
Operating expenses —
754,798
—
—
754,798
72,835
(1,056 ) 826,577
General and administrative 70,354
4,038
112
—
74,504
7,933
—
82,437
Depreciation and amortization 5,855
221,999
—
—
227,854
45,739
(10,710 ) 262,883
Total operating costs and expenses 76,209
14,621,732
112
—
14,698,053
126,507
(213,304 ) 14,611,256
Income (loss) from operations (75,826 ) 818,799
823
—
743,796
117,670
8,486
869,952
Other income (expense):
Earnings (loss) of equity method investments 871,883
47,589
51,455
(924,578 ) 46,349
2,150
(51,455 ) (2,956 )
Interest income (expense) (2,024 ) 6,051
417
—
4,444
(27,365 ) (7,007 ) (29,928 )
Loss on early extinguishment of debt —
—
—
—
—
(7,677 ) —
(7,677 )
Loss on sale of assets —
(556 ) —
—
(556 ) —
—
(556 )
869,859
53,084
51,872
(924,578 ) 50,237
(32,892 ) (58,462 ) (41,117 )
Income before income taxes 794,033
871,883
52,695
(924,578 ) 794,033
84,778
(49,976 ) 828,835
Income tax provision 292,017
—
—
—
292,017
145
—
292,162
Net income 502,016
871,883
52,695
(924,578 ) 502,016
84,633
(49,976 ) 536,673
Less net income attributable to noncontrolling interest —
—
—
—
—
6,562
26,615
33,177
Net income attributable to HollyFrontier stockholders $ 502,016
$ 871,883
$ 52,695
$ (924,578 ) $ 502,016
$ 78,071
$ (76,591 ) $ 503,496
Comprehensive income attributable to HollyFrontier stockholders $ 571,205
$ 984,562
$ 52,875
$ (1,037,437 ) $ 571,205
$ 78,250
$ (76,770 ) $ 572,685

Condensed Consolidating Statement of Income and Comprehensive Income
Nine Months Ended September 30, 2013 Parent
Guarantor
Restricted
Subsidiaries

Non-
Guarantor
Restricted
Subsidiaries
Eliminations
HollyFrontier
Corp. Before
Consolidation
of HEP

Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
Consolidations and Eliminations Consolidated
(In thousands)
Sales and other revenues $ 777
$ 15,294,447
$ 91
$ —
$ 15,295,315
$ 229,230
$ (190,786 ) $ 15,333,759
Operating costs and expenses:
Cost of products sold —
13,246,883
—
—
13,246,883
—
(187,550 ) 13,059,333
Operating expenses —
730,284
—
—
730,284
69,726
(1,051 ) 798,959
General and administrative 80,368
2,827
193
—
83,388
8,747
—
92,135
Depreciation and amortization 3,822
182,858
—
—
186,680
48,410
(10,709 ) 224,381
Total operating costs and expenses 84,190
14,162,852
193
—
14,247,235
126,883
(199,310 ) 14,174,808
Income (loss) from operations (83,413 ) 1,131,595
(102 ) —
1,048,080
102,347
8,524
1,158,951
Other income (expense):
Earnings (loss) of equity method investments 1,178,587
40,413
43,215
(1,222,109 ) 40,106
2,238
(43,215 ) (871 )
Interest income (expense) (15,459 ) 6,579
409
—
(8,471 ) (35,818 ) (6,988 ) (51,277 )
Loss on early extinguishment of debt (22,109 ) —
—
—
(22,109 ) —
—
(22,109 )
1,141,019
46,992
43,624
(1,222,109 ) 9,526
(33,580 ) (50,203 ) (74,257 )
Income before income taxes 1,057,606
1,178,587
43,522
(1,222,109 ) 1,057,606
68,767
(41,679 ) 1,084,694
Income tax provision 386,225
—
—
—
386,225
440
—
386,665
Net income 671,381
1,178,587
43,522
(1,222,109 ) 671,381
68,327
(41,679 ) 698,029
Less net income attributable to noncontrolling interest —
—
—
—
—
5,192
19,897
25,089
Net income attributable to HollyFrontier stockholders $ 671,381
$ 1,178,587
$ 43,522
$ (1,222,109 ) $ 671,381
$ 63,135
$ (61,576 ) $ 672,940
Comprehensive income attributable to HollyFrontier stockholders $ 715,981
$ 1,220,890
$ 45,181
$ (1,266,071 ) $ 715,981
$ 64,794
$ (63,235 ) $ 717,540

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~


Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows																									Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2014		Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
Three Months Ended March 31, 2014																											Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations				Consolidated
		(In thousands)																									(In thousands)
Cash flows from operating activities		$	(260,533	)	$	930,722		$	55,047		$	—		$	725,236		$	140,154		$	(59,457	)	$	805,933			$	(23,564	)	$	381,180		$	17,477		$	—		$	375,093		$	39,047		$	(19,211	)		$	394,929

Cash flows from investing activities
Cash flows from investing activities:
Additions to properties, plants and equipment		(8,373		)	(298,272		)	(831		)	—			(307,476		)	—			—			(307,476		)		(3,163		)	(100,483		)	(31		)	—			(103,677		)	—			—				(103,677		)
Additions to properties, plants and equipment – HEP		—			—			—			—			—			(61,657		)	—			(61,657		)		—			—			—			—			—			(20,604		)	—				(20,604		)
Proceeds from sale of assets		—			14,711			—			—			14,711			—			—			14,711
Investment in Sabine Biofuels		—			(5,000		)	—			—			(5,000		)	—			—			(5,000		)
Repayments from Sabine Biofuels		—			10,021			—			—			10,021			—			—			10,021
Purchases of marketable securities		(762,224		)	—			—			—			(762,224		)	—			—			(762,224		)		(244,030		)	—			—			—			(244,030		)	—			—				(244,030		)
Sales and maturities of marketable securities		863,769			—			—			—			863,769			—			—			863,769				253,676			—			—			—			253,676			—			—				253,676
Other, net																											—			1,586			—			—			1,586			—			—				1,586
Net advances to Parent		—			(649,294		)	(54,565		)	703,859			—			—			—			—				—			(302,773		)	(17,412		)	320,185			—			—			—				—
		93,172			(927,834		)	(55,396		)	703,859			(186,199		)	(61,657		)	—			(247,856		)		6,483			(401,670		)	(17,443		)	320,185			(92,445		)	(20,604		)	—				(113,049		)
														��
Cash flows from financing activities
Cash flows from financing activities:
Net borrowings under credit agreement – HEP		—			—			—			—			—			192,000			—			192,000				—			—			—			—			—			174,700			—				174,700
Redemption of senior notes - HEP		—			—			—			—			—			(156,188		)	—			(156,188		)
Redemption of senior notes																											—			—			—			—			—			(156,188		)	—				(156,188		)
Inventory repurchase obligation																														21,126									21,126			—			—				21,126
Purchase of treasury stock		(133,150		)	—			—			—			(133,150		)	—			—			(133,150		)		(13,988		)	—			—			—			(13,988		)	—			—				(13,988		)
Dividends		(485,766		)	—			—			—			(485,766		)	—			—			(485,766		)		(158,614		)	—			—			—			(158,614		)	—			—				(158,614		)
Distributions to noncontrolling interest		—			—			—			—			—			(117,930		)	59,457			(58,473		)		—			—			—			—			—			(38,092		)	19,211				(18,881		)
Excess tax benefit from equity-based compensation		4,482			—			—			—			4,482			—			—			4,482				5,156			—			—			—			5,156			—			—			��	5,156
Purchase of units for incentive grants - HEP		—			—			—			—			—			(1,064		)	—			(1,064		)
Deferred financing costs and other		(3,257		)	(1,231		)	493			—			(3,995		)	—			—			(3,995		)
Other, net																											—			(398		)	75			—			(323		)	(336		)	—				(659		)
Net advances from subsidiaries		703,859			—			—			(703,859		)	—			—			—			—				320,185			—			—			(320,185		)	—			—			—				—
		86,168			(1,231		)	493			(703,859		)	(618,429		)	(83,182		)	59,457			(642,154		)		152,739			20,728			75			(320,185		)	(146,643		)	(19,916		)	19,211				(147,348		)

Cash and cash equivalents
Increase (decrease) for the period		(81,193		)	1,657			144			—			(79,392		)	(4,685		)	—			(84,077		)
Increase (decrease) for the period:																											135,658			238			109			—			136,005			(1,473		)	—				134,532
Beginning of period		931,920			1,817			14			—			933,751			6,352			—			940,103				931,920			1,817			14			—			933,751			6,352			—				940,103
End of period		$	850,727		$	3,474		$	158		$	—		$	854,359		$	1,667		$	—		$	856,026			$	1,067,578		$	2,055		$	123		$	—		$	1,069,756		$	4,879		$	—			$	1,074,635

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2013 Parent
Guarantor
Restricted
Subsidiaries

Non-
Guarantor
Restricted
Subsidiaries
Eliminations
HollyFrontier
Corp. Before
Consolidation
of HEP

Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
Consolidations and Eliminations Consolidated
(In thousands)
Cash flows from operating activities $ (377,762 ) $ 1,066,429
$ 41,380
$ —
$ 730,047
$ 124,922
$ (52,806 ) $ 802,163

Cash flows from investing activities:
Additions to properties, plants and equipment (8,056 ) (247,034 ) —
—
(255,090 ) —
—
(255,090 )
Additions to properties, plants and equipment – HEP —
—
—
—
—
(31,099 ) —
(31,099 )
Acquisition of trucking operations —
(11,301 ) —
—
(11,301 ) —
—
(11,301 )
Proceeds from sale of assets —
3,321
—
—
3,321
2,481
—
5,802
Investment in Sabine Biofuels —
(3,000 ) —
—
(3,000 ) —
—
(3,000 )
Net advances to Sabine biofuels —
(11,040 ) —
—
(11,040 ) —
—
(11,040 )
Purchases of marketable securities (672,701 ) —
—
—
(672,701 ) —
—
(672,701 )
Sales and maturities of marketable securities 646,301
—
—
—
646,301
—
—
646,301
Net advances to Parent —
(801,939 ) (39,882 ) 841,821
—
—
—
—
(34,456 ) (1,070,993 ) (39,882 ) 841,821
(303,510 ) (28,618 ) —
(332,128 )

Cash flows from financing activities:
Net repayments under credit agreement – HEP —
—
—
—
—
(56,000 ) —
(56,000 )
Redemption of senior notes (300,973 ) —
—
—
(300,973 ) —
—
(300,973 )
Proceeds from common unit offerings - HEP 73,444
—
—
—
73,444
73,444
—
146,888
Purchase of treasury stock (184,947 ) —
—
—
(184,947 ) —
—
(184,947 )
Contribution from general partner —
—
(1,499 ) —
(1,499 ) 1,499
—
—
Dividends (485,411 ) —
—
—
(485,411 ) —
—
(485,411 )
Distributions to noncontrolling interest —
—
—
—
—
(105,641 ) 52,806
(52,835 )
Excess tax benefit from equity-based compensation 2,739
—
—
—
2,739
—
—
2,739
Purchase of units for incentive grants - HEP —
—
—
—
—
(3,379 ) —
(3,379 )
Deferred financing costs and other —
912
—
—
912
(244 ) —
668
Net advances from subsidiaries 841,821
—
—
(841,821 ) —
—
—
—
(53,327 ) 912
(1,499 ) (841,821 ) (895,735 ) (90,321 ) 52,806
(933,250 )

Cash and cash equivalents
Increase (decrease) for the period: (465,545 ) (3,652 ) (1 ) —
(469,198 ) 5,983
—
(463,215 )
Beginning of period 1,748,808
3,652
2
—
1,752,462
5,237
—
1,757,699
End of period $ 1,283,263
$ —
$ 1
$ —
$ 1,283,264
$ 11,220
$ —
$ 1,294,484

3429

Table of Content


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. References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this 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 HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. This document contains certain disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.

OVERVIEW

We are principally an independent petroleum refiner that produces high-value refined products such as gasoline, diesel fuel, jet fuel, specialty lubricant products, and specialty and modified asphalt. We own and operate refineries having a combined crude oil processing capacity of 443,000 barrels per day that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. Our refineries are located in El Dorado, Kansas (the “El Dorado Refinery”), Tulsa, Oklahoma (the, “Tulsa Refineries”), which comprise two production facilities, the Tulsa West and East facilities, a petroleum refinery in Artesia, New Mexico, which operates in conjunction with crude, vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), Cheyenne, Wyoming (the, “Cheyenne Refinery”) and Woods Cross, Utah (the “Woods Cross Refinery”).

For the three months ended ~~September 30, 2014~~March 31, 2015, net income attributable to HollyFrontier stockholders was $~~175.0~~226.9 million compared to $~~82.3~~152.1 million for the three months ended ~~September 30, 2013~~March 31, 2014. ~~For the nine months ended September 30, 2014, net income attributable to HollyFrontier stockholders was $503.5 million compared to $672.9 million for the nine months ended~~ ~~September 30, 2013~~.

Overall gross refining margins per produced product sold increased 47% over the respective three months ended September 30, 2013 and decreased 16% over the respective nine months ended September 30, 2013. Our financial results for the ~~third~~first quarter of 2015 reflect ~~improved refined product margins~~outstanding operational reliability across ~~all regions driven by a combination~~our refining system. Crude throughput was 94% of ~~higher gasoline~~nameplate capacity and ~~diesel crack spreads and our ability to capitalize on regional crude discounts, particularly in the Permian Basin. Throughput levels decreased~~104% of capacity adjusted for ~~the quarter as a result of~~ planned turnaround activity atin the El Dorado Refinery that started in late September and an unplanned reduction in our Cheyenne Refinery's production levels due to a temporary shutdown of the Rocky Mountain Pipeline, which transports refined product from Cheyenne to the Denver market. Ourquarter. Overall gross refining margin ~~decrease~~per produced barrel increased 13% compared to the same period last year, driving a 53% improvement in earnings per share. March refinery performance was particularly strong averaging 444,000 BPD of crude charge and 465,000 BPD of production. To-date in the second quarter, new record crude rates are being reached at several of our plants. Given the low level of planned maintenance for the ~~nine months ended September 30, 2014 is principally due to significant contraction in year-over-year WTI to Brent crude differentials.~~rest of 2015, high refinery utilization rates are expected for the balance of the year.

OUTLOOK

Our profitability is affected by the spread, or differential, between the market prices for crude oil on the world market (which is based on the price for Brent, North Sea Crude) and the price for inland U.S. crude oil (which is based on the price for WTI). This differential constantly changes and at times can be volatile. While we have experienced wide differentials (with Brent prices in excess of WTI prices) in recent years that have significantly enhanced our profitability, the differential between Brent and WTI has narrowed - currently averaging approximately $5.00 per barrel. While differentials are likely to be volatileWe expect continued volatility in the ~~near term, we believe~~pricing relationship between inland and coastal crude, which averaged approximately $6.00 per barrel during the Brent to WTI differential will widen again upon completion of additional northern tier pipeline capacity into Cushing, Oklahoma and as a result of increasing sweet crude oil inventories on the U.S. Gulf Coast. Ultimately, we believe pipeline tariffs from Cushing to the Gulf Coast plus marine transportation costs to move crude oil from the Gulf Coast to alternative markets will set the inland - coastal differential.three months ended March 31, 2015.

~~Table of Content~~

Pursuant to the 2007 Energy Independence and Security Act, the Environmental Protection Agency (“EPA”) promulgated the Renewable Fuel Standard 2 (“RFS2”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation's fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as renewable identification numbers (“RINs”), in lieu of such blending. Our RINs costs are material and represent a cost of products sold. The price of RINs may be extremely volatile ~~as observed in 2013, when prices escalated sharply~~ due to real or perceived future shortages in RINs. ~~Although our RINs costs remain material, the price of RINs has decreased significantly from 2013 highs, due in part to regulatory easing of the 2014 annual Renewable Volume Obligation, or RVO.~~ As of ~~September 30, 2014,~~March 31, 2015, we are purchasing RINs in order to meet approximately half of our renewable fuel requirements. Additionally, the EPA has not yet finalized the 2014 percentage standards under its RFS2 program. We cannot predict with certainty our exposure to increased RINs costs in the future, nor can we predict the extent by which costs associated with RFS2 will impact our future results of operations.

A more detailed discussion of our financial and operating results for the three ~~and nine~~ months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014 is presented in the following sections.

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RESULTS OF OPERATIONS

Financial Data (Unaudited)


	Three Months Ended September 30,						Change from 2013					Three Months Ended March 31,						Change from 2014
	2014			2013			Change			Percent		2015			2014			Change			Percent
	(In thousands, except per share data)											(In thousands, except per share data)
Sales and other revenues	$	5,317,555		$	5,327,122		$	(9,567	)	—	%	$	3,006,626		$	4,791,053		$	(1,784,427	)	(37	)%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization)	4,625,893			4,809,990			(184,097		)	(4	)
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)												2,251,373			4,138,620			(1,887,247		)	(46	)
Lower of cost or market inventory valuation adjustment												(6,546		)	—			(6,546		)	—
												2,244,827			4,138,620			(1,893,793		)
Operating expenses (exclusive of depreciation and amortization)	280,957			256,318			24,639			10		263,596			273,966			(10,370		)	(4	)
General and administrative expenses (exclusive of depreciation and amortization)	27,149			28,937			(1,788		)	(6	)	29,569			26,923			2,646			10
Depreciation and amortization	80,945			82,127			(1,182		)	(1	)	80,012			80,548			(536		)	(1	)
Total operating costs and expenses	5,014,944			5,177,372			(162,428		)	(3	)	2,618,004			4,520,057			(1,902,053		)	(42	)
Income from operations	302,611			149,750			152,861			102		388,622			270,996			117,626			43
Other income (expense):
Earnings (loss) of equity method investments	(1,247		)	159			(1,406		)	(884	)
Loss of equity method investments												(7,807		)	(801		)	(7,006		)	875
Interest income	1,004			1,482			(478		)	(32	)	962			1,405			(443		)	(32	)
Interest expense	(11,038		)	(13,954		)	2,916			(21	)	(10,154		)	(12,347		)	2,193			(18	)
Loss on sale of assets	(556		)	—			(556		)	—
Gain on sale of assets												766			—			766			—
Loss on early extinguishment of debt												—			(7,677		)	7,677			(100	)
	(11,837		)	(12,313		)	476			(4	)	(16,233		)	(19,420		)	3,187			(16	)
Income before income taxes	290,774			137,437			153,337			112		372,389			251,576			120,813			48
Income tax provision	103,216			48,528			54,688			113		129,728			87,614			42,114			48
Net income	187,558			88,909			98,649			111		242,661			163,962			78,699			48
Less net income attributable to noncontrolling interest	12,552			6,619			5,933			90		15,785			11,901			3,884			33
Net income attributable to HollyFrontier stockholders	$	175,006		$	82,290		$	92,716		113	%	$	226,876		$	152,061		$	74,815		49	%
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	0.88		$	0.41		$	0.47		115	%	$	1.16		$	0.76		$	0.40		53	%
Diluted	$	0.88		$	0.41		$	0.47		115	%	$	1.16		$	0.76		$	0.40		53	%
Cash dividends declared per common share	$	0.82		$	0.80		$	0.02		3	%	$	0.32		$	0.80		$	(0.48	)	(60	)%
Average number of common shares outstanding:
Basic	197,261			199,098			(1,837		)	(1	)%	195,069			198,297			(3,228		)	(2	)%
Diluted	197,535			199,509			(1,974		)	(1	)%	195,121			198,924			(3,803		)	(2	)%

Balance Sheet Data



	March 31, 2015		December 31, 2014
	(Unaudited)
	(In thousands)
Cash, cash equivalents and total investments in marketable securities	$	1,008,599	$	1,042,095
Working capital	$	1,543,375	$	1,531,595
Total assets	$	9,262,127	$	9,230,640
Long-term debt	$	1,077,369	$	1,054,890
Total equity	$	6,199,503	$	6,100,719

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Nine Months Ended September 30, Change from 2013
2014 2013 Change Percent
(In thousands, except per share data)
Sales and other revenues $ 15,481,208
$ 15,333,759
$ 147,449
1 %
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization) 13,439,359
13,059,333
380,026
3
Operating expenses (exclusive of depreciation and amortization) 826,577
798,959
27,618
3
General and administrative expenses (exclusive of depreciation and amortization) 82,437
92,135
(9,698 ) (11 )
Depreciation and amortization 262,883
224,381
38,502
17
Total operating costs and expenses 14,611,256
14,174,808
436,448
3
Income from operations 869,952
1,158,951
(288,999 ) (25 )
Other income (expense):
Loss of equity method investments (2,956 ) (871 ) (2,085 ) 239
Interest income 3,593
3,791
(198 ) (5 )
Interest expense (33,521 ) (55,068 ) 21,547
(39 )
Loss on early extinguishment of debt (7,677 ) (22,109 ) 14,432
(65 )
Loss on sale of assets (556 ) —
(556 ) —
(41,117 ) (74,257 ) 33,140
(45 )
Income before income taxes 828,835
1,084,694
(255,859 ) (24 )
Income tax provision 292,162
386,665
(94,503 ) (24 )
Net income 536,673
698,029
(161,356 ) (23 )
Less net income attributable to noncontrolling interest 33,177
25,089
8,088
32
Net income attributable to HollyFrontier stockholders $ 503,496
$ 672,940
$ (169,444 ) (25 )%
Earnings per share attributable to HollyFrontier stockholders:
Basic $ 2.54
$ 3.33
$ (0.79 ) (24 )%
Diluted $ 2.53
$ 3.33
$ (0.80 ) (24 )%
Cash dividends declared per common share $ 2.44
$ 2.40
$ 0.04
2 %
Average number of common shares outstanding:
Basic 197,895
201,109
(3,214 ) (2 )%
Diluted 198,096
201,486
(3,390 ) (2 )%

~~Balance Sheet Data~~

September 30, 2014 December 31, 2013
(Unaudited)
(In thousands)
Cash, cash equivalents and total investments in marketable securities $ 1,479,506
$ 1,665,263
Working capital $ 2,106,984
$ 2,221,954
Total assets $ 10,181,770
$ 10,056,739
Long-term debt $ 1,039,396
$ 997,519
Total equity $ 6,560,848
$ 6,609,398

Other Financial Data (Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
	(In thousands)												(In thousands)
Net cash provided by operating activities	$	84,454		$	350,648		$	805,933		$	802,163		$	246,892		$	394,929
Net cash used for investing activities	$	(53,632	)	$	(151,035	)	$	(247,856	)	$	(332,128	)	$	(112,097	)	$	(113,049	)
Net cash used for financing activities	$	(293,098	)	$	(254,549	)	$	(642,154	)	$	(933,250	)	$	(108,688	)	$	(147,348	)
Capital expenditures	$	124,364		$	115,386		$	369,133		$	286,189		$	172,619		$	124,281
EBITDA ⁽¹⁾	$	369,201		$	225,417		$	1,096,146		$	1,357,372		$	445,808		$	338,842

~~Table of Content~~

(1)

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 and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.

Our operations are organized into two reportable segments, Refining and HEP. See Note 15 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments.

Refining Operating Data (Unaudited)

Our refinery operations include the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries.The following tables set forth information, including non-GAAP performance measures, about our consolidated refinery operations. The cost of products and refinery gross and net operating margins do not include the effect of depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.

Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) ⁽¹⁾
252,310
248,130
257,800
231,490
Refinery throughput (BPD) ⁽²⁾
258,950
264,900
269,700
252,630
Refinery production (BPD) ⁽³⁾
254,480
257,410
265,210
246,120
Sales of produced refined products (BPD) 249,820
261,270
256,520
239,080
Sales of refined products (BPD) ⁽⁴⁾
280,220
274,350
274,580
263,430
Refinery utilization ⁽⁵⁾
97.0 % 95.4 % 99.2 % 89.0 %

Average per produced barrel ⁽⁶⁾

Net sales $ 113.67
$ 120.09
$ 114.96
$ 118.30
Cost of products ⁽⁷⁾
100.32
107.61
101.35
99.89
Refinery gross margin 13.35
12.48
13.61
18.41
Refinery operating expenses ⁽⁸⁾
5.56
4.93
5.38
5.59
Net operating margin $ 7.79
$ 7.55
$ 8.23
$ 12.82

Refinery operating expenses per throughput barrel ⁽⁹⁾
$ 5.36
$ 4.86
$ 5.12
$ 5.29

Feedstocks:
Sweet crude oil 73 % 71 % 73 % 72 %
Sour crude oil 10 % 8 % 6 % 5 %
Heavy sour crude oil 15 % 15 % 16 % 15 %
Other feedstocks and blends 2 % 6 % 5 % 8 %
Total 100 % 100 % 100 % 100 %

Sales of produced refined products:
Gasolines 47 % 47 % 46 % 46 %
Diesel fuels 32 % 33 % 33 % 32 %
Jet fuels 7 % 6 % 8 % 8 %
Fuel oil 1 % 1 % 1 % 1 %
Asphalt 3 % 3 % 2 % 3 %
Lubricants 4 % 4 % 4 % 4 %
LPG and other 6 % 6 % 6 % 6 %
Total 100 % 100 % 100 % 100 %



	Three Months Ended March 31,
	2015			2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) ⁽¹⁾	257,960			255,030
Refinery throughput (BPD) ⁽²⁾	269,140			266,910
Refinery production (BPD) ⁽³⁾	259,230			261,170
Sales of produced refined products (BPD)	256,320			247,220
Sales of refined products (BPD) ⁽⁴⁾	267,340			263,520
Refinery utilization ⁽⁵⁾	99.2		%	98.1		%

Average per produced barrel ⁽⁶⁾
Net sales	$	71.67		$	113.28
Cost of products ⁽⁷⁾	54.44			98.69
Refinery gross margin ⁽⁸⁾	17.23			14.59
Refinery operating expenses ⁽⁹⁾	4.90			5.79
Net operating margin ⁽⁸⁾	$	12.33		$	8.80

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	4.67		$	5.36

Feedstocks:
Sweet crude oil	61		%	74		%
Sour crude oil	21		%	4		%
Heavy sour crude oil	14		%	18		%
Other feedstocks and blends	4		%	4		%
Total	100		%	100		%

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Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013
Southwest Region (Navajo Refinery)
Crude charge (BPD) ⁽¹⁾
98,290
100,950
99,030
92,470
Refinery throughput (BPD) ⁽²⁾
109,550
110,380
110,670
102,010
Refinery production (BPD) ⁽³⁾
107,120
107,770
108,290
98,910
Sales of produced refined products (BPD) 107,290
108,420
107,350
96,940
Sales of refined products (BPD) ⁽⁴⁾
116,570
112,660
115,310
107,490
Refinery utilization ⁽⁵⁾
98.3 % 101.0 % 99.0 % 92.5 %

Average per produced barrel ⁽⁶⁾

Net sales $ 116.09
$ 119.68
$ 118.01
$ 119.23
Cost of products ⁽⁷⁾
98.39
113.17
101.90
103.96
Refinery gross margin 17.70
6.51
16.11
15.27
Refinery operating expenses ⁽⁸⁾
5.45
5.15
5.33
5.84
Net operating margin $ 12.25
$ 1.36
$ 10.78
$ 9.43

Refinery operating expenses per throughput barrel ⁽⁹⁾
$ 5.34
$ 5.06
$ 5.17
$ 5.55

Feedstocks:
Sweet crude oil 14 % 13 % 9 % 8 %
Sour crude oil 76 % 69 % 78 % 72 %
Heavy sour crude oil — % 10 % 3 % 11 %
Other feedstocks and blends 10 % 8 % 10 % 9 %
Total 100 % 100 % 100 % 100 %

Sales of produced refined products:
Gasolines 52 % 50 % 53 % 50 %
Diesel fuels 39 % 40 % 39 % 39 %
Fuel oil 4 % 6 % 4 % 6 %
Asphalt 1 % 2 % 1 % 2 %
LPG and other 4 % 2 % 3 % 3 %
Total 100 % 100 % 100 % 100 %



	Three Months Ended March 31,
	2015		2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
Sales of produced refined products:
Gasolines	48	%	47	%
Diesel fuels	34	%	29	%
Jet fuels	8	%	9	%
Fuel oil	1	%	2	%
Asphalt	1	%	3	%
Lubricants	5	%	4	%
LPG and other	3	%	6	%
Total	100	%	100	%


Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Southwest Region (Navajo Refinery)
Crude charge (BPD) ⁽¹⁾	59,020			67,830			64,750			69,170			91,200			96,190
Refinery throughput (BPD) ⁽²⁾	68,100			72,960			71,450			74,800			104,060			108,620
Refinery production (BPD) ⁽³⁾	66,030			70,630			68,730			72,330			101,900			106,660
Sales of produced refined products (BPD)	59,200			71,690			68,790			72,650			106,130			104,600
Sales of refined products (BPD) ⁽⁴⁾	62,770			73,110			72,040			75,560			118,090			110,240
Refinery utilization ⁽⁵⁾	71.1		%	81.7		%	78.0		%	83.3		%	91.2		%	96.2		%

Average per produced barrel ⁽⁶⁾
Net sales	$	115.14		$	117.87		$	114.25		$	114.30		$	67.12		$	116.04
Cost of products ⁽⁷⁾	93.91			107.67			96.15			95.57			50.93			101.81
Refinery gross margin(8)	21.23			10.20			18.10			18.73			16.19			14.23
Refinery operating expenses ⁽⁸⁾⁽⁹⁾	11.63			8.25			10.05			7.94			5.45			5.60
Net operating margin(8)	$	9.60		$	1.95		$	8.05		$	10.79		$	10.74		$	8.63

Refinery operating expenses per throughput barrel ⁽⁹⁾	$	10.11		$	8.11		$	9.68		$	7.71
Refinery operating expenses per throughput barrel ⁽¹⁰⁾													$	5.56		$	5.39

Feedstocks:
Sweet crude oil													30		%	5		%
Sour crude oil													58		%	77		%
Heavy sour crude oil													—		%	7		%
Other feedstocks and blends													12		%	11		%
Total													100		%	100		%

Sales of produced refined products:
Gasolines													57		%	55		%
Diesel fuels													35		%	37		%
Fuel oil													2		%	4		%
Asphalt													1		%	1		%
LPG and other													5		%	3		%
Total													100		%	100		%



Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) ⁽¹⁾	67,460		64,990
Refinery throughput (BPD) ⁽²⁾	74,320		70,840
Refinery production (BPD) ⁽³⁾	70,070		68,030
Sales of produced refined products (BPD)	66,180		71,240
Sales of refined products (BPD) ⁽⁴⁾	72,150		74,960
Refinery utilization ⁽⁵⁾	81.3	%	78.3	%

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	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
									2015			2014
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Average per produced barrel ⁽⁶⁾
Net sales									$	65.65		$	110.64
Cost of products ⁽⁷⁾									50.23			94.54
Refinery gross margin									15.42			16.10
Refinery operating expenses ⁽⁸⁾									10.25			9.05
Net operating margin									$	5.17		$	7.05

Refinery operating expenses per throughput barrel ⁽⁹⁾									$	9.13		$	9.10
	2014		2013		2014		2013
Feedstocks:
Sweet crude oil	44	%	43	%	44	%	43	%	41		%	43		%
Sour crude oil	2	%	1	%	2	%	1	%	—		%	2		%
Heavy sour crude oil	27	%	35	%	30	%	34	%	38		%	31		%
Black wax crude oil	14	%	14	%	15	%	14	%	12		%	16		%
Other feedstocks and blends	13	%	7	%	9	%	8	%	9		%	8		%
Total	100	%	100	%	100	%	100	%	100		%	100		%

Sales of produced refined products:
Gasolines	53	%	54	%	54	%	54	%	58		%	53		%
Diesel fuels	35	%	32	%	33	%	32	%	36		%	31		%
Fuel oil	2	%	2	%	1	%	1	%	2		%	2		%
Asphalt	5	%	5	%	6	%	6	%	2		%	6		%
LPG and other	5	%	7	%	6	%	7	%	2		%	8		%
Total	100	%	100	%	100	%	100	%	100		%	100		%


Consolidated
Crude charge (BPD) ⁽¹⁾	409,620			416,910			421,580			393,130			416,620			416,210
Refinery throughput (BPD) ⁽²⁾	436,600			448,240			451,820			429,440			447,520			446,370
Refinery production (BPD) ⁽³⁾	427,630			435,810			442,230			417,360			431,200			435,860
Sales of produced refined products (BPD)	416,310			441,380			432,660			408,670			428,630			423,060
Sales of refined products (BPD) ⁽⁴⁾	459,560			460,120			461,930			446,480			457,580			448,720
Refinery utilization ⁽⁵⁾	92.5		%	94.1		%	95.2		%	88.7		%	94.0		%	94.0		%

Average per produced barrel ⁽⁶⁾
Net sales	$	114.50		$	119.62		$	115.61		$	117.81		$	69.61		$	113.51
Cost of products ⁽⁷⁾	98.91			108.98			100.66			100.09			52.92			98.76
Refinery gross margin(8)	15.59			10.64			14.95			17.72			16.69			14.75
Refinery operating expenses ⁽⁸⁾⁽⁹⁾	6.39			5.53			6.11			6.07			5.87			6.29
Net operating margin(8)	$	9.20		$	5.11		$	8.84		$	11.65		$	10.82		$	8.46

Refinery operating expenses per throughput barrel ⁽⁹⁾	$	6.10		$	5.44		$	5.85		$	5.77
Refinery operating expenses per throughput barrel ⁽¹⁰⁾													$	5.61		$	5.96

Feedstocks:
Sweet crude oil	54		%	52		%	53		%	52		%	50		%	52		%
Sour crude oil	25		%	22		%	23		%	20		%	26		%	21		%
Heavy sour crude oil	13		%	17		%	15		%	17		%	15		%	17		%
Black wax crude oil	2		%	2		%	2		%	3		%	2		%	3		%
Other feedstocks and blends	6		%	7		%	7		%	8		%	7		%	7		%
Total	100		%	100		%	100		%	100		%	100		%	100		%

Table of Content


									Three Months Ended March 31,
									2015		2014
Consolidated
Sales of produced refined products:
Gasolines	49	%	49	%	49	%	49	%	52	%	50	%
Diesel fuels	34	%	35	%	34	%	34	%	34	%	32	%
Jet fuels	4	%	4	%	5	%	4	%	5	%	5	%
Fuel oil	2	%	2	%	2	%	2	%	1	%	2	%
Asphalt	2	%	3	%	3	%	3	%	2	%	3	%
Lubricants	3	%	2	%	2	%	2	%	3	%	2	%
LPG and other	6	%	5	%	5	%	6	%	3	%	6	%
Total	100	%	100	%	100	%	100	%	100	%	100	%


(1)	Crude charge represents the barrels per day of crude oil processed at our refineries.


(2)	Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.


(3)	Refinery production represents the barrels per day of refined products yielded from processing crude and other refinery feedstocks through the crude units and other conversion units at our refineries.

~~Table of Content~~


(4)	Includes refined products purchased for resale.


(5)	Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 443,000 BPSD.


(6)	Represents average per barrel amount for produced refined products sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.


(7)	Transportation, terminal and refinery storage costs billed from HEP are included in cost of products.


(8)	Excludes lower of cost or market inventory valuation adjustment of $6.5 million for the three months ended March 31, 2015.


(9)	Represents operating expenses of our refineries, exclusive of depreciation and ~~amortization and pension settlement costs.~~amortization.


~~(9)~~(10)	Represents refinery operating expenses, exclusive of depreciation and amortization, ~~and pension settlement costs,~~ divided by refinery throughput.

Results of Operations – Three Months Ended ~~September 30, 2014~~March 31, 2015 Compared to Three Months Ended ~~September 30, 2013~~March 31, 2014

Summary

Net income attributable to HollyFrontier stockholders for the three months ended ~~September 30, 2014~~March 31, 2015 was $~~175.0~~226.9 million ($~~0.88~~1.16 per basic and diluted share), a $~~92.7~~74.8 million increase compared to ~~$82.3~~$152.1 million ($~~0.41~~0.76 per basic and diluted share) for the three months ended ~~September 30, 2013~~.March 31, 2014. Net income increased due principally to a year-over-year increase in ~~third~~first quarter refining ~~margins.~~margins and sales volumes. Refinery gross margins for the three months ended ~~September 30, 2014~~March 31, 2015 increased to ~~$15.59~~$16.69 per produced barrel from ~~$10.64~~$14.75 for the three months ended ~~September 30, 2013~~.March 31, 2014. Additionally, we wrote-off $8.5 million, representing the carrying value of our investment in a biofuels production facility, that is included in loss of equity method investments.

Sales and Other Revenues

Sales and other revenues decreased ~~slightly~~ from ~~$5,327.1~~$4,791.1 million for the three months ended ~~September 30, 2013~~March 31, 2014 to ~~$5,317.6~~$3,006.6 million for the three months ended ~~September 30, 2014~~March 31, 2015 due to a year-over-year decrease in ~~third~~first quarter sales prices, ~~and lower~~partially offset by higher refined product sales volumes. The average sales price we received per produced barrel sold was $~~119.62~~113.51 for the three months ended ~~September 30, 2013~~March 31, 2014 compared to $~~114.50~~69.61 for the three months ended ~~September 30, 2014~~March 31, 2015. Sales and other revenues for the three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014 include $~~14.7~~17.5 million and $~~12.2~~15.2 million, respectively, in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties.

Cost of Products Sold

~~Cost~~Total cost of products sold decreased 4%46% from ~~$4,810.0~~$4,138.6 million for the three months ended ~~September 30, 2013~~March 31, 2014 to ~~$4,625.9~~$2,245 million for the three months ended ~~September 30, 2014~~,March 31, 2015, due principally to lower crude oil costs, ~~and lower~~partially offset by higher sales volumes of refined products. ~~The~~Additionally, this decrease reflects a $6.5 million effect of reversing the $397.5 million lower of cost or market inventory reserve that was established in 2014 and a new $390.9 million lower of cost or market reserve at March 31, 2015. This reserve was partially reversed as a result of improved market conditions and prices. Excluding this non-cash adjustment, the average price we paid per barrel for crude oil and feedstocks and the transportation costs of moving finished products to market decreased 9%46% from $~~108.98~~98.76 for the three months ended ~~September 30, 2013~~March 31, 2014 to $~~98.91~~52.92 for the three months ended ~~September 30, 2014~~March 31, 2015.

Table of Content

Gross Refinery Margins

Gross refinery margin per produced barrel increased ~~47%~~13% from ~~$10.64~~$14.75 for the three months ended ~~September 30, 2013~~March 31, 2014 to ~~$15.59~~$16.69 for the three months ended ~~September 30, 2014~~.March 31, 2015. This was due to the effects of ~~a decrease in~~decreased crude oil and feedstock prices, partially offset by a decrease in the average per barrel sales ~~prices~~price for refined products sold ~~for~~during the current year quarter. Gross refinery margin does not include the non-cash effects of lower of cost or market inventory valuation adjustments or depreciation and amortization. See “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q for a reconciliation to the income statement of prices of refined products sold and cost of products purchased.

Operating Expenses

Operating expenses, exclusive of depreciation and amortization, ~~increased~~decreased ~~10%~~4% from $~~256.3~~274.0 million for the three months ended ~~September 30, 2013~~March 31, 2014 to $~~281.0~~263.6 million for the three months ended ~~September 30, 2014~~March 31, 2015. This ~~increase~~decrease is principally due to ~~higher repair~~lower natural gas fuel costs and ~~maintenance costs~~the completion of several infrastructure improvement projects during the current year quarter.

General and Administrative Expenses

General and administrative expenses ~~decreased 6%~~increased 10% from $~~28.9~~26.9 million for the three months ended ~~September 30, 2013~~March 31, 2014 to $~~27.1~~29.6 million for the three months ended ~~September 30, 2014~~March 31, 2015 due ~~principally~~ to ~~lower~~higher incentive compensation expense during the current year quarter caused by higher forfeitures in first quarter 2014 and higher legal costs during the current year quarter.

Depreciation and Amortization Expenses

Depreciation and amortization was $~~82.1~~80.5 million for the three months ended ~~September 30, 2013~~March 31, 2014 compared to $~~80.9~~80.0 million for the three months ended ~~September 30, 2014~~March 31, 2015.

~~Table of Content~~

Interest Income

Interest income for the three months ended ~~September 30, 2014~~March 31, 2015 was $1.0 million compared to ~~$1.5~~$1.4 million for the three months ended ~~September 30, 2013~~March 31, 2014. This decrease was due to lower investment levels in marketable debt securities during the current year quarter.

Interest Expense

Interest expense was $~~11.0~~10.2 million for the three months ended ~~September 30, 2014~~March 31, 2015 compared to $~~14.0~~12.3 million for the three months ended ~~September 30, 2013~~March 31, 2014. This decrease was due to HEP's increased utilization of lower ~~year-over-year debt levels principally as a result of HEP's~~interest rate borrowings under the HEP Credit Agreement, which it used to finance the redemption of its $150.0 million 8.25% senior notes in March 2014. For the three months ended ~~September 30,~~March 31, 2015 and 2014, ~~and~~ ~~2013~~, interest expense included ~~$8.6~~$8.8 million and ~~$11.8~~$10.5 million,~~, respectively, in interest costs attributable to limited recourse debt that finances HEP operations.~~

~~Income Taxes~~

~~For the three months ended~~ ~~September 30, 2014, we recorded income tax expense of~~ ~~$103.2 million~~ ~~compared to~~ ~~$48.5 million~~ ~~for the three months ended~~ ~~September 30, 2013. This increase is due principally to higher pre-tax earnings during the three months ended~~ ~~September 30, 2014~~ ~~compared to the same period of~~ ~~2013. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest, were~~ ~~35.5%~~ ~~and~~ ~~35.3%~~ ~~for the three months ended~~ ~~September 30, 2014~~ ~~and~~ ~~2013, respectively.~~

~~Results of Operations –~~ ~~Nine~~ ~~Months Ended~~ ~~September 30, 2014~~ ~~Compared to~~ ~~Nine~~ ~~Months Ended~~ ~~September 30, 2013~~

~~Summary~~

~~Net income attributable to HollyFrontier stockholders for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~was~~ ~~$503.5 million~~ (~~$2.54~~ ~~per basic and $2.53 per diluted share), a~~ ~~$169.4 million~~ ~~decrease compared to~~ ~~$672.9 million~~ ~~($3.33 per basic and diluted share) for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013. Net income decreased due principally to a year-over-year decrease in refining margins. Refinery gross margins for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~decreased to~~ ~~$14.95~~ ~~per produced barrel from~~ ~~$17.72~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~.

~~Sales and Other Revenues~~

~~Sales and other revenues increased~~ 1% ~~from~~ ~~$15,333.8 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$15,481.2 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~due to higher refined product sales volumes, partially offset by a decrease in year-over-year sales prices. The average sales price we received per produced barrel sold was~~ ~~$117.81~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ ~~compared to~~ ~~$115.61~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014. Sales and other revenues for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~and~~ ~~2013~~ ~~include~~ ~~$40.4 million~~ ~~and~~ ~~$37.1 million, respectively, in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties.~~

~~Cost of Products Sold~~

~~Cost of products sold increased~~ 3% ~~from~~ ~~$13,059.3 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$13,439.4 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ due principally to higher refined product sales volumes and higher crude costs per barrel for the current year. The average price we paid per barrel for crude oil and feedstocks and the transportation costs of moving the finished products to the market place increased slightly from ~~$100.09~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$100.66~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~.

~~Gross Refinery Margins~~

~~Gross refinery margin per produced barrel decreased~~ ~~16%~~ ~~from~~ ~~$17.72~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$14.95~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~. This was due to a decrease in average per barrel sales prices for refined products sold combined with increased crude oil and feedstock prices for the year-to-date period. Gross refinery margin does not include the effects of depreciation and amortization. See “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q for a reconciliation to the income statement of prices of refined products sold and cost of products purchased.

~~Operating Expenses~~

~~Operating expenses, exclusive of depreciation and amortization, increased~~ 3% ~~from~~ ~~$799.0 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$826.6 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ due principally to higher natural gas fuel costs and overall higher repair and maintenance costs during the current year-to-date period, partially offset by pension settlement costs during the same period of 2013.

~~Table of Content~~

~~General and Administrative Expenses~~

~~General and administrative expenses decreased~~ ~~11%~~ ~~from~~ ~~$92.1 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$82.4 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~due principally to lower incentive compensation expense during the current year-to-date period, and pension settlement costs recorded in the prior year-to-date period.~~

~~Depreciation and Amortization Expenses~~

~~Depreciation and amortization increased~~ ~~17%~~ ~~from~~ ~~$224.4 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013~~ to ~~$262.9 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~. The increase was due principally to depreciation and amortization attributable to capitalized improvement projects, capitalized refinery turnaround costs and write-downs of assets no longer in operation to net realizable value.

~~Interest Income~~

~~Interest income for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~was~~ ~~$3.6 million~~ ~~compared to~~ ~~$3.8 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013. This decrease was due to lower investment levels in marketable debt securities during the year-to-date period.~~

~~Interest Expense~~

~~Interest expense was~~ ~~$33.5 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~compared to~~ ~~$55.1 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013. This decrease was due to lower year-over-year debt levels. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2014~~ ~~and~~ ~~2013, interest expense included~~ ~~$27.4 million~~ ~~and~~ ~~$35.9 million~~, respectively, in interest costs attributable to limited recourse debt that finances HEP operations.

Loss on Early Extinguishment of Debt

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of $156.2 million, at which time it recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million. In June 2013, we redeemed our $286.8 million aggregate principal amount of 9.875% senior notes maturing June 2017 at a redemption cost of $301.0 million, at which time we recognized a $22.1 million early extinguishment loss consisting of a $14.2 million debt redemption premium and an unamortized discount of $7.9 million.

Income Taxes

For the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015, we recorded income tax expense of $~~292.2~~129.7 million compared to $~~386.7~~87.6 million for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014. This ~~decrease was~~increase is due principally to ~~lower~~higher pre-tax earnings during the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 compared to the same period of ~~2013~~.2014. Our effective tax ~~rates,~~rate, before consideration of earnings attributable to the noncontrolling interest, ~~were~~was ~~35.2%~~34.8% for the three months ended March 31, 2015 and ~~35.6%~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~ 2014 ~~and~~ ~~2013, respectively.~~.

LIQUIDITY AND CAPITAL RESOURCES

HollyFrontier Credit Agreement

Table of Content

HEP Credit Agreement

At March 31, 2015, HEP ~~has~~had a $650 million senior secured revolving credit facility ~~that matures~~expiring in November 2018 (the “HEP Credit Agreement”) with an outstanding balance of $594.0 million and no outstanding letters of credit. At March 31, 2015, HEP was in compliance with all of its covenants. On April 28, 2015, the HEP Credit Agreement was amended, increasing the size of the credit facility from $650 million to $850 million (the “HEP Amended Credit Agreement”) and is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. It is also available to fund letters of credit up to a $50 million sub-limit. At ~~September 30, 2014~~,The HEP ~~was in compliance with all of its covenants, had outstanding borrowings of~~ ~~$555.0 million~~ ~~and no outstanding letters of credit under the HEP Credit Agreement.~~

~~Table of Content~~

~~HEP’s obligations under the HEP~~Amended Credit Agreement ~~are collateralized by substantially all of HEP’s assets (presented parenthetically~~matures in our consolidated balance sheets). Indebtedness under the HEP Credit Agreement involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. Any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.November 2018.

~~HollyFrontier Senior~~See Note 9 “Debt” in the Notes

~~Our 6.875% senior notes ($150 million~~ ~~aggregate principal amount maturing November 2018) (the “HollyFrontier Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations~~ to Consolidated Financial Statements for additional information on our ~~ability to incur additional~~ debt incur liens, enter into sale-and-leaseback transactions, pay dividends, enter into mergers, sell assets and enter into certain transactions with affiliates. Additionally, we have certain redemption rights under the HollyFrontier Senior Notes.

At any time, following notice to the trustee, that the HollyFrontier Senior Notes are rated investment grade by both Moody's and Standard & Poor's and no default or event of default exists, we are not subject to many of the foregoing covenants (a "Covenant Suspension"). As of ~~September 30, 2014~~, the HollyFrontier Senior Notes were rated investment grade by both Standard & Poor's (BBB-) and by Moody's (Baa3). As a result, we are under the Covenant Suspension pursuant to the terms of the indenture governing the HollyFrontier Senior Notes.

~~HollyFrontier Financing Obligation~~

~~We have a financing obligation that relates to a sale and lease-back of certain crude oil tankage that we sold to an affiliate of Plains All American Pipeline, L.P. (“Plains”) in October 2009 for~~ ~~$40.0 million. Monthly lease payments are recorded as a reduction in principal over the 15-year lease term ending in 2024.~~

~~HEP Senior Notes~~

~~HEP’s 6.5% senior notes ($300 million~~ aggregate principal amount maturing March 2020) (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants. Additionally, HEP has certain redemption rights under the HEP Senior Notes.

~~In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of~~ ~~$156.2 million~~, at which time HEP recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million. HEP funded the redemption with borrowings under the HEP Credit Agreement.

Liquidity

We believe our current cash and cash equivalents, along with future internally generated cash flow and funds available under our credit facilities will provide sufficient resources to fund currently planned capital projects and our liquidity needs for the foreseeable future. In addition, components of our growth strategy include construction of new refinery processing units and the expansion of existing units at our facilities and selective acquisition of complementary assets for our refining operations intended to increase earnings and cash flow.

As of ~~September 30, 2014~~March 31, 2015, our cash, cash equivalents and investments in marketable securities totaled $~~1.5~~1.0 billion. We consider all highly-liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. These primarily consist of investments in conservative, highly-rated instruments issued by financial institutions, government and corporate entities with strong credit standings and money market funds.

~~Table of Content~~

Cash and cash equivalents ~~decreased~~ ~~$84.1~~increased $26.1 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015. ~~Cash~~Net cash provided by operating activities of $246.9 million exceeded net cash used for investing and financing activities of $~~247.9~~112.1 million and $~~642.2~~108.7 million, ~~respectively, exceeded net cash provided by operating activities of $805.9 million.~~respectively. Working capital ~~decreased~~increased by $~~115.0~~11.8 million during the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015.

Cash Flows – Operating Activities

~~Nine~~Three Months Ended ~~September 30, 2014~~March 31, 2015 Compared to ~~Nine~~Three Months Ended ~~September 30, 2013~~March 31, 2014

Net cash flows provided by operating activities were $~~805.9~~246.9 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 compared to $~~802.2~~394.9 million for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, ~~an increase~~a decrease of ~~$3.7~~$148.0 million. Net income for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 was $~~536.7~~242.7 million, ~~a decrease~~an increase of ~~$161.3~~$78.7 million compared to $~~698.0~~164.0 million for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014. Non-cash adjustments to net income consisting of depreciation and amortization, lower of cost or market inventory valuation adjustment, net loss of equity method investments, inclusive of distributions, ~~write-offs of unamortized discounts on early extinguishments of debt, loss~~gain on sale of assets, write-off of unamortized discount on early extinguishment of debt, deferred income taxes, equity-based compensation expense and fair value changes to derivative instruments totaled $~~276.6~~81.2 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 compared to $~~268.1~~73.4 million for the same period in ~~2013~~2014. Changes in working capital items ~~increased~~decreased cash flows by $~~21.3~~53.1 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 compared to ~~a decrease~~an increase of $~~28.3~~152.7 million for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014. Additionally, for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015, turnaround expenditures ~~decreased~~increased to $~~32.2~~29.1 million from $~~170.5~~4.3 million for the same period of ~~2013~~2014.

Table of Content

Cash Flows – Investing Activities and Planned Capital Expenditures

~~Nine~~Three Months Ended ~~September 30, 2014~~March 31, 2015 Compared to ~~Nine~~Three Months Ended ~~September 30, 2013~~March 31, 2014

Net cash flows used for investing activities were $~~247.9~~112.1 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 compared to $~~332.1~~113.0 million for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, a decrease of ~~$84.2~~$1.0 million. Cash expenditures for properties, plants and equipment for the first ~~nine~~three months of ~~2014~~2015 increased to $~~369.1~~172.6 million from $~~286.2~~124.3 million for the same period in ~~2013~~2014. These include HEP capital expenditures of $~~61.7~~38.4 million and $~~31.1~~20.6 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, respectively. ~~We received proceeds of $14.7 million and $5.8 million from the sale of assets during the nine months ended September 30, 2014 and 2013, respectively. For the~~ ~~nine~~ months ended September 30, 2014 and 2013, we invested $5.0 million and $3.0 million, respectively, in Sabine Biofuels. In addition, we received total net repayments of $10.0 million during the nine months ended September 30, 2014 for amounts previously advanced under Sabine Biofuels' working capital facility. For the nine months ended September 30, 2013, we advanced Sabine Biofuels a net $11.0 million and acquired trucking operations for $11.3 million. Also for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 and ~~2013~~2014, we invested $~~762.2~~118.8 million and $~~672.7~~244.0 million, respectively, in marketable securities and received proceeds of $~~863.8~~178.5 million and $~~646.3~~253.7 million, respectively, from the sale or maturity of marketable securities.

Planned Capital Expenditures

HollyFrontier Corporation

Each year our Board of Directors approves our annual capital budget which includes specific projects that management is authorized to undertake. Additionally, when conditions warrant or as new opportunities arise, additional projects may be approved. The funds appropriated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures appropriated in that year’s capital budget plus expenditures for projects appropriated in prior years which have not yet been completed. Our appropriated capital budget for ~~2014~~2015 is $~~185.0~~137.0 million including both sustaining capital and major capital projects. During ~~2014,~~2015, we expect to spend approximately $~~400.0~~600.0 million to $~~450.0~~650.0 million in cash for capital projects appropriated in ~~2014~~2015 and prior years. This spending is comprised of ~~$142.0~~$208.0 million to ~~$160.0~~$225.0 million at the Woods Cross Refinery, ~~$54.0~~$145.0 million to ~~$61.0 million at the Tulsa Refineries, $85.0 million to $96.0~~$157.0 million at the El Dorado Refinery, ~~$80.0~~$97.0 million to ~~$90.0~~$105.0 million at the Tulsa Refineries, $94.0 million to $102.0 million at the Cheyenne Refinery, ~~$24.0~~$37.0 million to ~~$27.0~~$40.0 million at the Navajo Refinery and ~~$15.0~~$19.0 million to ~~$16.0~~$21.0 million for miscellaneous other projects. In addition, we expect to spend approximately $~~90.0~~45.0 million on refinery ~~turnarounds.~~turnarounds and $27.0 million on tank work. Refinery turnaround spending is amortized over the useful life of the turnaround.

~~Table of Content~~

A significant portion of our current capital spending is associated with compliance-oriented capital improvements. This spending is required due to existing consent decrees (for projects including FCC unit flue gas scrubbers and tail gas treatment units), federal fuels regulations (particularly, MSAT2 which mandates a reduction in the benzene content of blended gasoline), refinery waste water treatment improvements and other similar initiatives. Our refinery operations and related emissions are highly regulated at both federal and state levels, and we invest in our facilities as needed to remain in compliance with these standards. Additionally, when faced with new emissions or fuels standards, we seek to execute projects that facilitate compliance and also improve the operating costs and / or yields of associated refining processes.

El Dorado Refinery

Capital projects at the El Dorado Refinery include naphtha fractionation and an additional hydrogen ~~plant and a Low-Nox addition to the FCC unit flue gas scrubber.~~plant. They also include the installation of an FCC gasoline hydrotreater in order to meet Tier 3 gasoline requirements. Continuing project work is planned to include ~~upgrades to the FCC unit to improve liquid yield,~~ upgrades to the crude unit desalter and a new tail gas treatment unit to reduce air emissions in compliance with the El Dorado Refinery's existing EPA consent decree.

Tulsa Refineries

Capital spending for the Tulsa Refineries in ~~2014~~2015 includes previously approved capital appropriations for numerous infrastructure upgrades, including a project to improve FCC yields. Spending on maintenance capital items and general improvements continues at an elevated level at the Tulsa Refineries due to lower maintenance capital expenditures made prior to HollyFrontier's purchase of the facilities.

Navajo Refinery

The Navajo Refinery capital spending in ~~2014~~2015 will be principally directed toward previously approved capital appropriations as well as maintenance capital spending. Included among previously approved capital projects is a $25.0 million upgrade to the Navajo Refinery's waste water treatment system.

Cheyenne Refinery

We are continuing with our previously approved plan to install a new hydrogen plant at the Cheyenne Refinery. The hydrogen plant, along with a now-completed naphtha fractionation project, is anticipated to allow us to reduce benzene content in Cheyenne gasoline production, while at the same time improving the refinery's overall liquid yields and light oils production. Previously appropriated projects still underway at Cheyenne include wastewater treatment plant improvements, a flue gas scrubber for the FCC unit to reduce air emissions and a redundant tail gas unit associated with the sulfur recovery process.

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Woods Cross Refinery

Engineering and construction continue on our previously announced expansion project to increase planned processing capacity to 45,000 BPSD, at a cost currently expected to range between $350.0 million and $400.0 million. This project work includes new refining facilities, a new rail loading rack for intermediates and finished products associated with refining waxy crude oil. The initial phase of the expansion is expected to be completed in the fourth quarter of 2015.

On November 18, 2013, the Utah Division of Air Quality issued a revised air quality permit (the “Approval Order”) authorizing the expansion. On December 18, 2013, two local environmental groups filed an administrative appeal challenging the issuance of the Approval Order and seeking a stay of the Approval Order. ~~On March 25, 2014, the administrative law judge (“ALJ”) issued a recommendation to~~Following an extended appeal process, the Executive Director of the Utah Department of Environmental Quality ~~(the “DEQ”~~(“DEQ”) ~~recommending that the motion to stay the Approval Order be denied. On May 8, 2014, the Executive Director~~issued a final order in favor of the DEQ issued an order approving the ALJ's recommendation and denying the motion to stay the Approval Order. The environmental groups did not file an appeal of this denial. The merits briefing and oral argument were completed in September 2014. On October 1, 2014, Holly Refining & Marketing Company - Woods Cross ~~LLC, our wholly-owned subsidiary,~~on all claims on March 31, 2015 and dismissed the ~~State~~project opponents' arguments with prejudice. On April 27, 2015, the opponents filed a petition for review and notice of appeal with the Utah ~~jointly submitted proposed findings~~Court of ~~fact~~Appeals challenging the agency's decision to uphold the permit and ~~conclusions~~dismiss the project opponents' arguments. This appeal is now pending before the Utah Court of law to the ALJ. The expansion is expected to be completed in the fourth quarter of 2015. This project work includes a new rail loading rack for intermediates and finished products associated with refining waxy crude oil. Long lead equipment has been ordered and detailed engineering is substantially complete.Appeals. The expansion, and expected completion timeline and cost, are subject to the Woods Cross ~~refinery~~Refinery successfully obtaining the Approval ~~Order.~~Order on appeal at the Utah Court of Appeals.

Regulatory compliance items or other presently existing or future environmental regulations / consent decrees could cause us to make additional capital investments beyond those described above and incur additional operating costs to meet applicable requirements, including those related to recently promulgated Federal Tier 3 gasoline standards.

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HEP

Each year the Holly Logistic Services, L.L.C. board of directors approves HEP’s annual capital budget, which specifies capital projects that HEP management is authorized to undertake. Additionally, at times when conditions warrant or as new opportunities arise, special projects may be approved. The funds allocated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, HEP’s planned capital expenditures for a given year consist of expenditures approved for capital projects included in its current year capital budget as well as, in certain cases, expenditures approved for capital projects in capital budgets for prior years. The ~~2014~~2015 HEP capital budget is comprised of $~~7.3~~10.0 million for maintenance capital expenditures and $~~26.2~~78.0 million for expansion capital expenditures. ~~HEP expects to spend approximately $52.0 million in cash for capital projects approved in 2014 plus those approved in prior years but net yet completed, such as the projects discussed below.~~

HEP substantially completed the expansion of its crude oil transportation system in southeastern New Mexico in the third quarter of 2014 in response to increased crude oil production in the area. The expansion provides shippers with additional pipeline takeaway capacity to either common carrier pipeline stations for transportation to major crude oil markets or to our New Mexico refining facilities. To complete the project, HEP converted an existing refined products pipeline to crude oil service, constructed several new pipeline segments, expanded an existing pipeline and built new truck unloading stations and crude storage capacity. Excluding the value of the existing pipeline converted, total capital expenditures were approximately $50.0 million. The project is expected to provide increased capacity of up to 100,000 BPD across HEP's system.

~~In the third quarter of 2014, UNEV completed a project that enhanced its product terminal in Las Vegas, Nevada at a cost of approximately $15.0 million.~~

Cash Flows – Financing Activities

~~Nine~~Three Months Ended ~~September 30, 2014~~March 31, 2015 Compared to ~~Nine~~Three Months Ended ~~September 30, 2013~~March 31, 2014

Net cash flows used for financing activities were $~~642.2~~108.7 million for the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015 compared to $~~933.3~~147.3 million for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, a decrease of ~~$291.1~~$38.6 million. During the ~~nine~~three months ended ~~September 30,~~March 31, 2015, we purchased $55.1 million in common stock and paid $62.3 million in dividends. Additionally, we sold inventories to third parties with the obligation to repurchase later at contractually fixed prices. Proceeds of $7.4 million received under these transactions are presented as a financing source of cash and are presented in our consolidated balance sheets as an accrued liability at March 31, 2015. Also during this period, HEP received $153.5 million and repaid $130.5 million under the HEP Credit Agreement and paid distributions of $20.5 million to noncontrolling interests. During the three months ended March 31, 2014, we purchased $~~133.2~~14.0 million in common stock, paid $~~485.8~~158.6 million in dividends and recognized $~~4.5~~5.2 million excess tax benefits on our equity-based ~~compensation and incurred $4.0~~compensation. Additionally, we received proceeds of $21.1 million ~~of deferred financing and other costs.~~for inventory repurchase obligation transactions. Also during this period, HEP received $~~538.6~~421.3 million and repaid $~~346.6~~246.6 million under the HEP Credit Agreement, paid $156.2 million upon the redemption of HEP's 8.25% senior notes and paid distributions of $~~58.5~~18.9 million to noncontrolling ~~interests and purchased~~ ~~$1.1 million~~ ~~in HEP common units for recipients of its incentive grants. During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2013, we received $73.4 million from the sale of HEP common units, purchased~~ ~~$184.9 million~~ ~~in common stock, paid~~ ~~$485.4 million~~ ~~in dividends, paid $301.0 million upon the redemption of our 9.875% senior notes and recognized~~ ~~$2.7 million~~ ~~excess tax benefits on our equity-based compensation. Also during this period, HEP received~~ ~~$256.5 million~~ ~~and repaid~~ ~~$312.5 million~~ ~~under the HEP Credit Agreement, paid distributions of~~ ~~$52.8 million~~ ~~to noncontrolling interests, purchased~~ ~~$3.4 million~~ ~~in HEP common units in the open market for recipients of its incentive grants and received proceeds of $73.4 million upon its March 2013 common unit offering.~~interests.

Contractual Obligations and Commitments

HollyFrontier Corporation

There were no significant changes to our contractual obligations during the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015.

HEP

In April 2015, HEP amended its previous credit agreement increasing the size of the credit facility from $650 million to $850 million. The HEP Amended Credit Agreement expires in November 2018. During the ~~nine~~three months ended ~~September 30, 2014~~March 31, 2015, HEP received net borrowings of $~~192.0~~23.0 million resulting in $~~555.0~~594.0 million of outstanding borrowings under the HEP Credit Agreement at ~~September 30, 2014~~March 31, 2015.

~~In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018.~~

There were no other significant changes to HEP’s long-term contractual obligations during this period.

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CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014. Certain critical accounting policies that materially affect the amounts recorded in our consolidated financial statements include the assessment and consolidation of variable interest entities, the use of the LIFO method of valuing certain inventories, the amortization of deferred costs for regular major maintenance and repairs at our refineries, assessing the possible impairment of certain long-lived assets and goodwill, accounting for derivative instruments and assessing contingent liabilities for probable losses.

Inventory Valuation

WeInventories are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil, unfinished and finished refined products and the average cost method for materials and supplies, or market. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method may result in increases or decreases to cost of ~~valuing inventory. Under~~sales in years that inventory volumes decline as the result of charging cost of sales with LIFO ~~method, an~~inventory costs generated in prior periods. An actual valuation of inventory ~~can only be~~under the LIFO method is made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on ~~management’s~~management's estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

At March 31, 2015, our lower of cost or market inventory valuation reserve was $390.9 million. This amount, or a portion thereof, is subject to reversal as a reduction to cost of products sold in subsequent periods as inventories giving rise to the reserve are sold, and a new reserve is established. Such a reduction to cost of products sold could be significant if inventory values return to historical cost price levels.

Goodwill

We have goodwill that primarily arose from our merger with Frontier Oil Corporation on July 1, 2011. Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually or more frequently if events or circumstances indicate the possibility of impairment.

We performed our annual goodwill impairment testing as of July 1, 2014, which entailed an assessment of our reporting unit fair values relative to their respective carrying values that were derived using a combination of both income and market approaches. Our income approach utilizes the discounted future expected cash flows and has an 80% weighting. Our market approach, which includes both the guideline public company and guideline transaction methods each having a 10% weighting, utilizes pricing multiples derived from historical market transactions of other like-kind assets. Our discounted cash flows reflect estimates of future cash flows based on both historical and forward crack-spreads, forecasted production levels, operating costs and capital expenditures. Our goodwill is allocated by reporting unit as follows: El Dorado, $1.7 billion; Cheyenne, $0.3 billion; and HEP, $0.3 billion. Based on our testing as of July 1, 2014, the fair value of our Cheyenne reporting unit exceeded its carrying cost by slightly less than 20%, and the fair value of our El Dorado and HEP reporting units exceeded their respective carrying values by a much larger percentage. As of ~~September 30, 2014~~,March 31, 2015, there have been no impairments to goodwill.

~~New Accounting Pronouncements~~

~~Revenue Recognition~~

In May 2014, an accounting standard update (ASU 2014-09, “Revenue from Contracts with Customers”) was issued requiring revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the expected consideration for these goods or services. This standard is effective January 1, 2017, and we are evaluating the impact of this standard.

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RISK MANAGEMENT

We use certain strategies to reduce some commodity price and operational risks. We do not attempt to eliminate all market risk exposures when we believe that the exposure relating to such risk would not be significant to our future earnings, financial position, capital resources or liquidity or that the cost of eliminating the exposure would outweigh the benefit.

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps and futures contracts to mitigate price exposure with respect to:

our inventory positions;

natural gas purchases;

costs of crude oil and related grade differentials;

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prices of refined products; and

our refining margins.

As of ~~September 30, 2014~~March 31, 2015, we have the following notional contract volumes related to all outstanding derivative contracts used to mitigate commodity price risk:


		Notional Contract Volumes by Year of Maturity						Notional Contract Volumes by Year of Maturity
Contract Description	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure	Total Outstanding Notional	2015	2016	2017	Unit of Measure

Natural gas price swap - long	62,400,000	4,800,000	19,200,000	19,200,000	19,200,000	MMBTU	52,800,000	14,400,000	19,200,000	19,200,000	MMBTU
Natural gas price swap - short	31,200,000	2,400,000	9,600,000	9,600,000	9,600,000	MMBTU	26,400,000	7,200,000	9,600,000	9,600,000	MMBTU
Natural gas basis spread price swap - long							1,350,000	1,350,000	—	—	MMBTU
WTI price swap - long	11,783,000	7,038,000	4,745,000	—	—	Barrels	3,300,000	3,300,000	—	—	Barrels
Ultra-low sulfur diesel price swap - short	8,106,000	3,726,000	4,380,000	—	—	Barrels	3,300,000	3,300,000	—	—	Barrels
Sub octane gasoline price swap - short	3,312,000	3,312,000	—	—	—	Barrels
WCS price swap - long	1,610,000	1,610,000	—	—	—	Barrels
WTS price swap - long	1,825,000	—	1,825,000	—	—	Barrels
WTI basis spread price swap - long							6,232,000	5,500,000	732,000	—	Barrels
NYMEX futures (WTI) - short	1,043,000	939,000	104,000	—	—	Barrels	564,000	564,000	—	—	Barrels
Forward sales							1,760,000	1,760,000	—	—	Barrels
Forward purchases							625,000	625,000	—	—	Barrels

The following sensitivity analysis provides the hypothetical effects of market price fluctuations to the commodity positions hedged under our derivative contracts:


	Estimated Change in Fair Value at September 30,				Estimated Change in Fair Value at March 31,
Commodity-based Derivative Contracts	2014		2013		2015		2014
	(In thousands)				(In thousands)
Hypothetical 10% change in underlying commodity prices	$	20,257	$	49,302	$	5,417	$	72,458

Interest Rate Risk Management

HEP uses interest rate swaps to manage its exposure to interest rate risk.

As of ~~September 30, 2014~~March 31, 2015, HEP had three interest rate swap contracts that hedge its exposure to the cash flow risk caused by the effects of LIBOR changes on $305.0 million in credit agreement advances. The first interest rate swap effectively converts $155.0 million of LIBOR based debt to fixed-rate debt having an interest rate of 0.99% plus an applicable margin of 2.00% as of ~~September 30, 2014~~March 31, 2015, which equaled an effective interest rate of 2.99%. This swap matures in February 2016. HEP has two additional interest rate swaps with identical terms which effectively convert $150.0 million of LIBOR based debt to ~~fixed rate~~fixed-rate debt having an interest rate of 0.74% plus an applicable margin of 2.00% as of ~~September 30, 2014~~March 31, 2015, which equaled an effective interest rate of 2.74%. Both of these swap contracts mature in July 2017. These swap contracts have been designated as cash flow hedges.

The market risk inherent in our fixed-rate debt is the potential change arising from increases or decreases in interest rates as discussed below.

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For the fixed rate HollyFrontier Senior Notes and HEP Senior Notes, changes in interest rates will generally affect fair value of the debt, but not earnings or cash flows. The outstanding principal, estimated fair value and estimated change in fair value (assuming a hypothetical 10% change in the yield-to-maturity rates) for these debt instruments as of ~~September 30, 2014~~March 31, 2015 is presented below:


	Outstanding Principal		Estimated Fair Value		Estimated Change in Fair Value		Outstanding Principal		Estimated Fair Value		Estimated Change in Fair Value
	(In thousands)						(In thousands)
HollyFrontier Senior Notes	$	150,000	$	155,250	$	3,298	$	150,000	$	154,500	$	2,956
HEP Senior Notes	$	300,000	$	309,000	$	8,398	$	300,000	$	295,500	$	8,049

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For the variable rate HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At ~~September 30, 2014~~March 31, 2015, outstanding borrowings under the HEP Credit Agreement were $~~555.0~~594.0 million. By means of its cash flow hedges, HEP has effectively converted the variable rate on $305.0 million of outstanding principal to a weighted average fixed rate of 2.87%. For the remaining unhedged Credit Agreement borrowings of ~~$250.0~~$289.0 million, a hypothetical 10% change in interest rates applicable to the HEP Credit Agreement would not materially affect cash flows.

At ~~September 30, 2014~~March 31, 2015, our marketable securities included investments in investment grade, highly-liquid investments with maturities generally not greater than one year from the date of purchase and hence the interest rate market risk implicit in these investments is low. Due to the short-term nature of our cash and cash equivalents, a hypothetical 10% increase in interest rates would not have a material effect on the fair market value of our portfolio. Since we have the ability to liquidate this portfolio, we do not expect our operating results or cash flows to be materially affected by the effect of a sudden change in market interest rates on our investment portfolio.

Our operations are subject to hazards of petroleum processing operations, including fire, explosion and weather-related perils. We maintain various insurance coverages, including business interruption insurance, subject to certain deductibles. We are not fully insured against certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures.

Financial information is reviewed on the counterparties in order to review and monitor their financial stability and assess their ongoing ability to honor their commitments under the derivative contracts. We have not experienced, nor do we expect to experience, any difficulty in the counterparties honoring their commitments.

We have a risk management oversight committee consisting of members from our senior management. This committee oversees our risk enterprise program, monitors our risk environment and provides direction for activities to mitigate identified risks that may adversely affect the achievement of our goals.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

See “Risk Management” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

Reconciliations of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to amounts reported under generally accepted accounting principles in financial statements.

Earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as net income attributable to HollyFrontier stockholders plus (i) interest expense, net of interest income, (ii) income tax provision, and (iii) depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants.

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Set forth below is our calculation of EBITDA.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
	(In thousands)												(In thousands)
Net income attributable to HollyFrontier stockholders	$	175,006		$	82,290		$	503,496		$	672,940		$	226,876		$	152,061
Add income tax provision	103,216			48,528			292,162			386,665			129,728			87,614
Add interest expense ⁽¹⁾	11,038			13,954			41,198			77,177			10,154			20,024
Subtract interest income	(1,004		)	(1,482		)	(3,593		)	(3,791		)	(962		)	(1,405		)
Add depreciation and amortization	80,945			82,127			262,883			224,381			80,012			80,548
EBITDA	$	369,201		$	225,417		$	1,096,146		$	1,357,372		$	445,808		$	338,842

(1) Includes loss on early extinguishment of debt of $7.7 million ~~and $22.1 million~~ for the ~~nine~~three months ended ~~September 30, 2014~~ ~~and 2013, respectively.~~March 31, 2014.

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Reconciliations of refinery operating information (non-GAAP performance measures) to amounts reported under generally accepted accounting principles in financial statements.

Refinery gross margin and net operating margin are non-GAAP performance measures that are used by our management and others to compare our refining performance to that of other companies in our industry. We believe these margin measures are helpful to investors in evaluating our refining performance on a relative and absolute basis.

Refinery gross margin per barrel is the difference between average net sales price and average cost of products per barrel of produced refined products. Net operating margin per barrel is the difference between refinery gross margin and refinery operating expenses per barrel of produced refined products. These two margins do not include the ~~effect~~non-cash effects of lower of cost or market inventory valuation adjustments or depreciation and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income.

Other companies in our industry may not calculate these performance measures in the same manner.

Refinery Gross and Net Operating Margins

Below are reconciliations to our consolidated statements of income for (i) net sales, cost of products (exclusive of lower of cost or market inventory valuation adjustment) and operating expenses, in each case averaged per produced barrel sold, and (ii) net operating margin and refinery gross margin. Due to rounding of reported numbers, some amounts may not calculate exactly.

Reconciliation of produced product sales to total sales and other revenues


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
	(Dollars in thousands, except per barrel amounts)												(Dollars in thousands, except per barrel amounts)
Consolidated
Average sales price per produced barrel sold	$	114.50		$	119.62		$	115.61		$	117.81		$	69.61		$	113.51
Times sales of produced refined products (BPD)	416,310			441,380			432,660			408,670			428,630			423,060
Times number of days in period	92			92			273			273			90			90
Produced refined product sales	$	4,385,410		$	4,857,405		$	13,655,412		$	13,143,698		$	2,685,324		$	4,321,939

Total produced refined products sales	$	4,385,410		$	4,857,405		$	13,655,412		$	13,143,698		$	2,685,324		$	4,321,939
Add refined product sales from purchased products and rounding ⁽¹⁾	458,211			214,892			930,354			1,281,251			167,555			269,615
Total refined product sales	4,843,621			5,072,297			14,585,766			14,424,949			2,852,879			4,591,554
Add direct sales of excess crude oil ⁽²⁾	405,493			200,073			741,534			758,847			100,269			165,407
Add other refining segment revenue ⁽³⁾	53,939			42,584			112,747			110,465			36,132			18,119
Total refining segment revenue	5,303,053			5,314,954			15,440,047			15,294,261			2,989,280			4,775,080
Add HEP segment sales and other revenues	82,141			77,625			244,177			229,230			89,756			87,012
Add corporate and other revenues	181			257			1,802			1,054			218			1,115
Subtract consolidations and eliminations	(67,820		)	(65,714		)	(204,818		)	(190,786		)	(72,628		)	(72,154		)
Sales and other revenues	$	5,317,555		$	5,327,122		$	15,481,208		$	15,333,759		$	3,006,626		$	4,791,053

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Reconciliation of average cost of products per produced barrel sold to total cost of products sold


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
	(Dollars in thousands, except per barrel amounts)												(Dollars in thousands, except per barrel amounts)
Consolidated
Average cost of products per produced barrel sold	$	98.91		$	108.98		$	100.66		$	100.09		$	52.92		$	98.76
Times sales of produced refined products (BPD)	416,310			441,380			432,660			408,670			428,630			423,060
Times number of days in period	92			92			273			273			90			90
Cost of products for produced products sold	$	3,788,304		$	4,425,347		$	11,889,575		$	11,166,732		$	2,041,479		$	3,760,327

Total cost of products for produced products sold	$	3,788,304		$	4,425,347		$	11,889,575		$	11,166,732		$	2,041,479		$	3,760,327
Add refined product costs from purchased products and rounding⁽¹⁾	462,629			213,114			935,497			1,253,932			170,722			268,808
Total cost of refined products sold	4,250,933			4,638,461			12,825,072			12,420,664			2,212,201			4,029,135
Add crude oil cost of direct sales of excess crude oil ⁽²⁾	395,482			198,885			725,596			744,806			97,730			166,283
Add other refining segment cost of products sold ⁽⁴⁾	46,172			37,257			90,229			81,413			12,950			14,304
Total refining segment cost of products sold	4,692,587			4,874,603			13,640,897			13,246,883			2,322,881			4,209,722
Subtract consolidations and eliminations	(66,694		)	(64,613		)	(201,538		)	(187,550		)	(71,508		)	(71,102		)
Costs of products sold (exclusive of depreciation and amortization)	$	4,625,893		$	4,809,990		$	13,439,359		$	13,059,333
Costs of products sold (exclusive of lower of cost or market inventory valuation adjustment and depreciation and amortization)													$	2,251,373		$	4,138,620

Reconciliation of average refinery operating expenses per produced barrel sold to total operating expenses


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
	(Dollars in thousands, except per barrel amounts)												(Dollars in thousands, except per barrel amounts)
Consolidated
Average refinery operating expenses per produced barrel sold	$	6.39		$	5.53		$	6.11		$	6.07		$	5.87		$	6.29
Times sales of produced refined products (BPD)	416,310			441,380			432,660			408,670			428,630			423,060
Times number of days in period	92			92			273			273			90			90
Refinery operating expenses for produced products sold	$	244,740		$	224,556		$	721,690		$	677,211		$	226,445		$	239,494

Total refinery operating expenses for produced products sold	$	244,740		$	224,556		$	721,690		$	677,211		$	226,445		$	239,494
Add refining segment pension settlement costs	—			—			—			23,773
Add other refining segment operating expenses and rounding ⁽⁵⁾	10,485			10,206			31,415			29,213			9,324			11,114
Total refining segment operating expenses	255,225			234,762			753,105			730,197			235,769			250,608
Add HEP segment operating expenses	25,456			21,687			72,835			69,726			27,966			22,812
Add corporate and other costs	646			225			1,693			87			234			868
Subtract consolidations and eliminations	(370		)	(356		)	(1,056		)	(1,051		)	(373		)	(322		)
Operating expenses (exclusive of depreciation and amortization)	$	280,957		$	256,318		$	826,577		$	798,959		$	263,596		$	273,966

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Reconciliation of net operating margin per barrel to refinery gross margin per barrel to total sales and other revenues


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
	(Dollars in thousands, except per barrel amounts)												(Dollars in thousands, except per barrel amounts)
Consolidated
Net operating margin per barrel	$	9.20		$	5.11		$	8.84		$	11.65		$	10.82		$	8.46
Add average refinery operating expenses per produced barrel	6.39			5.53			6.11			6.07			5.87			6.29
Refinery gross margin per barrel	15.59			10.64			14.95			17.72			16.69			14.75
Add average cost of products per produced barrel sold	98.91			108.98			100.66			100.09			52.92			98.76
Average sales price per produced barrel sold	$	114.50		$	119.62		$	115.61		$	117.81		$	69.61		$	113.51
Times sales of produced refined products (BPD)	416,310			441,380			432,660			408,670			428,630			423,060
Times number of days in period	92			92			273			273			90			90
Produced refined products sales	$	4,385,410		$	4,857,405		$	13,655,412		$	13,143,698		$	2,685,324		$	4,321,939

Total produced refined products sales	$	4,385,410		$	4,857,405		$	13,655,412		$	13,143,698		$	2,685,324		$	4,321,939
Add refined product sales from purchased products and rounding ⁽¹⁾	458,211			214,892			930,354			1,281,251			167,555			269,615
Total refined product sales	4,843,621			5,072,297			14,585,766			14,424,949			2,852,879			4,591,554
Add direct sales of excess crude oil ⁽²⁾	405,493			200,073			741,534			758,847			100,269			165,407
Add other refining segment revenue ⁽³⁾	53,939			42,584			112,747			110,465			36,132			18,119
Total refining segment revenue	5,303,053			5,314,954			15,440,047			15,294,261			2,989,280			4,775,080
Add HEP segment sales and other revenues	82,141			77,625			244,177			229,230			89,756			87,012
Add corporate and other revenues	181			257			1,802			1,054			218			1,115
Subtract consolidations and eliminations	(67,820		)	(65,714		)	(204,818		)	(190,786		)	(72,628		)	(72,154		)
Sales and other revenues	$	5,317,555		$	5,327,122		$	15,481,208		$	15,333,759		$	3,006,626		$	4,791,053


(1)	We purchase finished products ~~when opportunities arise that provide a profit on the sale of such products,~~to facilitate delivery to certain locations or to meet delivery commitments.

(2)

We purchase crude oil that at times exceeds the supply needs of our refineries. Quantities in excess of our needs are sold at market prices to purchasers of crude oil that are recorded on a gross basis with the sales price recorded as revenues and the corresponding acquisition cost as inventory and then upon sale as cost of products sold. Additionally, at times we enter into buy/sell exchanges of crude oil with certain parties to facilitate the delivery of quantities to certain locations that are netted at ~~carryover~~ cost.


(3)	Other refining segment revenue includes the incremental revenues associated with NK Asphalt, product purchased and sold forward for profit as market conditions and available storage capacity allows and miscellaneous revenue.


(4)	Other refining segment cost of products sold includes the incremental cost of products for NK Asphalt, the incremental cost associated with storing product purchased and sold forward as market conditions and available storage capacity allows and miscellaneous costs.


(5)	Other refining segment operating expenses include the marketing costs associated with our refining segment and the operating expenses of NK Asphalt.


Item 4.	Controls and Procedures

Evaluation of disclosure controls and procedures. Our principal executive officer and principal financial officer have evaluated, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September 30, 2014~~March 31, 2015.

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

Commitment and Contingency Reserves

We periodically establish reserves for certain legal proceedings. The establishment of a reserve involves an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, future changes in the facts and circumstances could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

While the outcome and impact on us cannot be predicted with certainty, based on advice of counsel, management believes that the resolution of these proceedings through settlement or adverse judgment will not either individually or in the aggregate have a materially adverse effect on our financial condition, results of operations or cash flows.

Environmental Matters

We are reporting the following proceedings to comply with SEC regulations which require us to disclose proceedings arising under federal, state or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings may result in monetary sanctions of $100,000 or more. Our respective subsidiaries have or will develop corrective action plans regarding these disclosures that will be implemented in consultation with the respective federal and state agencies. It is not possible to predict the ultimate outcome of these proceedings, although none are currently expected to have a material effect on our financial condition, results of operations or cash flows.

Frontier Refining LLC (“FR”), our wholly-owned subsidiary, ~~has undertaken~~completed certain environmental audits at the Cheyenne Refinery regarding compliance with federal and state environmental requirements. By letters dated October 5, 2012, November 7, 2012, and January 10, 2013, and pursuant to the EPA's audit policy to the extent applicable, FR submitted reports to the EPA voluntarily disclosing non-compliance with certain emission limitations, reporting requirements, and provisions of a 2009 federal consent decree. By letters dated October 31, 2012, February 6, 2013, June 21, 2013, July 9, 2013, and July 25, 2013, ~~and October 17, 2014,~~ and pursuant to applicable Wyoming audit statutes, FR submitted environmental audit reports to the Wyoming Department of Environmental Quality (“WDEQ”) voluntarily disclosing non-compliance with certain notification, reporting, and other provisions of the refinery's state air permit and other environmental regulatory requirements. Additional self-disclosures and follow-up correspondence are anticipated as the audit activities are completed. No further action has been taken by either agency at this time. The Cheyenne Refinery also has one outstanding Notice of Violations issued in January 2013 that is subject to ongoing settlement negotiations with the WDEQ. ~~The Notices of Violations issued in 2010 and 2011 have been settled.~~

Between November 2010 and February 2012, certain of our subsidiaries submitted multiple reports to the EPA to voluntarily disclose non-compliance with fuels regulations at the Cheyenne, El Dorado, Navajo, Tulsa and Woods Cross refineries and at the Cedar City, Utah and Henderson, Colorado terminals. ~~The EPA has requested additional information regarding certain of these reports, and our~~Our subsidiaries have complied with all EPA requests ~~received to date.~~for additional information regarding the voluntary disclosures. Our subsidiaries are now engaged in settlement discussions with the EPA that may resolve the voluntarily disclosed non-compliance events.

On ~~July 2,~~April 27, 2014, ~~Holly~~Navajo Refining ~~& Marketing~~ Company ~~- Woods Cross LLC~~ (“~~Woods Cross”~~Navajo”)~~, our wholly-owned subsidiary, received a letter issued by the U.S. EPA Region 8 dated June 26, 2014 describing certain instances where the Woods Cross refinery may not be in compliance~~ entered into an Agreed Compliance Order with the ~~refinery's 2008 Consent Decree~~New Mexico Energy, Minerals and ~~calculating proposed stipulated penalties~~Natural Resources Department regarding violations of Discharge Permit GW-028 (issued August 22, 2012) relating to a temporary reverse osmosis (“RO”) unit installed in ~~accordance with~~2011 at the refinery. The Agreed Compliance Order resolves Navajo's past liability to the State of New Mexico and established terms that decree. The letter requested information and documentation setting forth Woods Cross's position on the EPA's assessment and further requested that Woods Cross provide reasons why the EPA's assessment may be incorrect. Woods Cross evaluated the EPA letter and submitted a response on July 29, 2014, explaining that many of the instances of apparent noncompliance are unwarranted and for those no penalty should be assessed. There has been no responsewill govern discharges from the ~~EPA.~~RO units until a permit modification is obtained. Navajo is currently preparing a permit modification application that will incorporate discharges from the temporary RO unit.

In correspondence dated December 26, 2013, the Oklahoma Department of Environmental Quality (“ODEQ”) notified Holly Refining & Marketing - Tulsa LLC (“HRMT”), our wholly-owned subsidiary, of allegations of noncompliance with certain regulations, permit conditions and consent decree provisions at the Tulsa East and West refineries. ODEQ intends to seek penalties for allegations of failure to meet various permit or consent decree requirements, including failure to timely install monitoring equipment on a Tulsa West refinery flare. HRMT and ODEQ have exchanged information, and HRMT is currently awaiting ODEQ's response.

~~Table of Content~~

Other

We are a party to various other litigation and proceedings that we believe, based on advice of counsel, will not either individually or in the aggregate have a materially adverse impact on our financial condition, results of operations or cash flows.

Table of Content


Item 1A.	Risk Factors

There have been no material changes in our risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013~~2014. You should carefully consider the risk factors discussed in our ~~2013~~2014 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Under our common stock repurchase programs, 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. The following table includes repurchases made under these programs during the ~~third~~first quarter of ~~2014.~~2015.

Period
Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased
as Part of Publicly Announced Plans or Programs

Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under the Plans or Programs
July 2014 —
$ —
—
$ 311,571,488
August 2014 879,624
$ 48.67
879,624
$ 268,762,448
September 2014 1,475,000
$ 47.60
1,475,000
$ 467,843,450
Total for July to September 2014 2,354,624
2,354,624



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2015	—	$	—	—	$	444,380,840
February 2015 ⁽¹⁾	432,600	$	38.33	432,600	$	500,000,000
March 2015	949,700	$	40.52	949,700	$	461,518,616
Total for January to March 2015	1,382,300			1,382,300

(1) On February 18, 2015, our Board of Directors approved a $500 million share repurchase program, replacing all existing share repurchase programs including $427.8 million remaining under the existing $500 million share repurchase program.


Item 6.	Exhibits

The Exhibit Index on page 5849 of this Quarterly Report on Form 10-Q lists the exhibits that are filed or furnished, as applicable, as part of the Quarterly Report on Form 10-Q.

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SIGNATURES

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




	HOLLYFRONTIER CORPORATION
	(Registrant)

Date: ~~November 5, 2014~~May 6, 2015		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~November 5, 2014~~May 6, 2015		/s/ J. W. Gann, Jr.
		J. W. Gann, Jr.
		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

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Exhibit Index



Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).

3.2		Amended and Restated By-Laws of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed February 20, 2014, File No. 1-03876).

4.1*		Second Supplemental Indenture, dated March 25, 2015, among HEP El Dorado LLC, Holly Energy Partners, L.P., Holly Energy Finance Corp., the other Guarantors and U.S. Bank National Association.

10.1		~~Senior Unsecured 5-Year Revolving Credit~~Unloading and Blending Services Agreement, dated ~~July 1, 2014, among~~March 12, 2015, by and between HollyFrontier ~~Corporation, as borrower, Union Bank, N.A., as administrative agent,~~Refining & Marketing LLC, Holly Energy Partners-Operating, L.P. and ~~each of the financial institutions party thereto as lenders~~HEP Refining, L.L.C. (incorporated by reference to Exhibit 10.1 toof Registrant's Current Report on Form 8-K filed ~~July 8, 2014,~~March 16, 2015, File No. 1-03876).

10.2		~~Subsidiary Guarantee,~~Third Amended and Restated Crude Pipelines and Tankage Agreement, dated ~~July 1, 2014,~~March 12, 2015, by ~~certain subsidiaries of~~and among Navajo Refining Company, L.L.C., Holly Refining & Marketing Company - Woods Cross LLC, HollyFrontier ~~Corporation in favor of Union Bank, N.A.~~Refining & Marketing LLC, Holly Energy Partners-Operating, L.P., ~~as administrative agent~~HEP Pipeline, L.L.C. and HEP Woods Cross L.L.C. (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed ~~July 8, 2014,~~March 16, 2015, File No. 1-03876).

10.3		Amended and Restated Transportation Services Agreement dated September 26, 2014, by and between HollyFrontier Refining & Marketing LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed September 29, 2014, File No. 1-03876).

~~10.4~~		~~Tenth~~Eleventh Amended and Restated Omnibus Agreement, dated ~~September 26, 2014,~~March 12, 2015, by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries (incorporated by reference to Exhibit ~~10.2~~10.3 of Registrant's Current Report on Form 8-K filed ~~September 29, 2014,~~March 16, 2015, File No. 1-03876).

31.1*		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101+		The following financial information from HollyFrontier Corporation's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2014,~~March 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

* Filed herewith.

** Furnished herewith.

+ Filed electronically herewith.

5849



	Refining		HEP		Corporate and Other		Consolidations and Eliminations			Consolidated Total
	(In thousands)
September 30, 2014
Cash, cash equivalents and total investments in marketable securities	$	3,501	$	1,667	$	1,474,338	$	—		$	1,479,506
Total assets	$	7,476,849	$	1,418,780	$	1,593,308	$	(307,167	)	$	10,181,770
Long-term debt	$	—	$	851,416	$	187,980	$	—		$	1,039,396

December 31, 2013
Cash, cash equivalents and total investments in marketable securities	$	1,860	$	6,352	$	1,657,051	$	—		$	1,665,263
Total assets	$	7,094,558	$	1,413,908	$	1,881,119	$	(332,846	)	$	10,056,739
Long-term debt	$	—	$	807,630	$	189,889	$	—		$	997,519