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 ~~June~~September 30, 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

~~188,563,410~~182,905,387 shares of Common Stock, par value $.01 per share, were outstanding on ~~July 31,~~October 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
~~June~~September 30, 2015 (Unaudited) and December 31, 2014	5

Consolidated Statements of Income (Unaudited)
Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014	6

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

Consolidated Statements of Cash Flows (Unaudited)
~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014	8

Notes to Consolidated Financial Statements (Unaudited)	9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3335

Item 3. Quantitative and Qualitative Disclosures About Market Risk	4850

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles	4850

Item 4. Controls and Procedures	5153

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	5254

Item 1A. Risk Factors	5355

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5455

Item 6. Exhibits	5455

Signatures	5556

Index to Exhibits	5657

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. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. 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. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. 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, 2014 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 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” and Part II, Item 1A “Risk Factors.~~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.

Table of Content

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)


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (HEP: $10,424 and $2,830, respectively)	$	233,359		$	567,985
Cash and cash equivalents (HEP: $10,856 and $2,830, respectively)							$	239,731		$	567,985
Marketable securities	392,859			474,110			387,053			474,110
Total cash, cash equivalents and short-term marketable securities	626,218			1,042,095			626,784			1,042,095
Accounts receivable: Product and transportation (HEP: $40,044 and $40,129, respectively)	594,960			507,040
Accounts receivable: Product and transportation (HEP: $32,968 and $40,129, respectively)							495,231			507,040
Crude oil resales	31,147			82,865			27,118			82,865
	626,107			589,905			522,349			589,905
Inventories: Crude oil and refined products	1,062,630			920,104			899,513			920,104
Materials, supplies and other (HEP: $1,934 and $1,940, respectively)	127,288			115,027
Materials, supplies and other (HEP: $1,903 and $1,940, respectively)							137,511			115,027
	1,189,918			1,035,131			1,037,024			1,035,131
Income taxes receivable	8,351			11,719			—			11,719
Prepayments and other (HEP: $2,804 and $2,443, respectively)	68,945			104,148
Deferred income tax assets							48,419			—
Prepayments and other (HEP: $2,671 and $2,443, respectively)							73,097			104,148
Total current assets	2,519,539			2,782,998			2,307,673			2,782,998

Properties, plants and equipment, at cost (HEP: $1,313,924 and $1,269,161, respectively)	5,156,745			4,852,441
Less accumulated depreciation (HEP: $(270,949) and $(244,850), respectively)	(1,288,350		)	(1,181,902		)
Properties, plants and equipment, at cost (HEP: $1,316,492 and $1,269,161, respectively)							5,309,079			4,852,441
Less accumulated depreciation (HEP: $(284,590) and $(244,850), respectively)							(1,331,821		)	(1,181,902		)
	3,868,395			3,670,539			3,977,258			3,670,539
Other assets: Turnaround costs	251,901			257,153			232,324			257,153
Goodwill (HEP: $288,991 and $288,991, respectively)	2,331,781			2,331,781			2,331,781			2,331,781
Intangibles and other (HEP: $71,897 and $73,928, respectively)	173,670			188,169
Intangibles and other (HEP: $129,969 and $73,928, respectively)							222,601			188,169
	2,757,352			2,777,103			2,786,706			2,777,103
Total assets	$	9,145,286		$	9,230,640		$	9,071,637		$	9,230,640

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable (HEP: $16,128 and $17,881, respectively)	$	1,050,392		$	1,108,138
Accounts payable (HEP: $11,236 and $17,881, respectively)							$	926,625		$	1,108,138
Income taxes payable	7,569			19,642			39,536			19,642
Accrued liabilities (HEP: $25,885 and $26,321, respectively)	113,246			106,214
Accrued liabilities (HEP: $24,304 and $26,321, respectively)							126,292			106,214
Deferred income tax liabilities	69,284			17,409			—			17,409
Total current liabilities	1,240,491			1,251,403			1,092,453			1,251,403

Long-term debt (HEP: $900,905 and $867,579, respectively)	933,162			1,054,890
Deferred income taxes (HEP: $332 and $367, respectively)	627,537			646,870
Other long-term liabilities (HEP: $56,283 and $47,170, respectively)	176,141			176,758
Long-term debt (HEP: $951,067 and $867,579, respectively)							982,846			1,054,890
Deferred income taxes (HEP: $356 and $367, respectively)							636,437			646,870
Other long-term liabilities (HEP: $58,417 and $47,170, respectively)							178,217			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 June 30, 2015 and December 31, 2014	2,560			2,560
Common stock $.01 par value – 320,000,000 shares authorized; 255,962,866 shares issued as of September 30, 2015 and December 31, 2014							2,560			2,560
Additional capital	3,956,289			4,003,628			4,021,774			4,003,628
Retained earnings	3,241,085			2,778,577			3,375,226			2,778,577
Accumulated other comprehensive income	12,690			27,894			7,167			27,894
Common stock held in treasury, at cost – 67,397,641 and 59,876,776 shares as of June 30, 2015 and December 31, 2014, respectively	(1,609,565		)	(1,289,075		)
Common stock held in treasury, at cost – 70,957,479 and 59,876,776 shares as of September 30, 2015 and December 31, 2014, respectively							(1,785,559		)	(1,289,075		)
Total HollyFrontier stockholders’ equity	5,603,059			5,523,584			5,621,168			5,523,584
Noncontrolling interest	564,896			577,135			560,516			577,135
Total equity	6,167,955			6,100,719			6,181,684			6,100,719
Total liabilities and equity	$	9,145,286		$	9,230,640		$	9,071,637		$	9,230,640

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

See accompanying notes.

Table of Content

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014

Sales and other revenues	$	3,701,912		$	5,372,600		$	6,708,538		$	10,163,653		$	3,585,823		$	5,317,555		$	10,294,361		$	15,481,208
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)	2,887,475			4,674,846			5,138,848			8,813,466			2,653,859			4,625,893			7,792,707			13,439,359
Lower of cost or market inventory valuation adjustment	(135,480		)	—			(142,026		)	—			225,451			—			83,425			—
	2,751,995			4,674,846			4,996,822			8,813,466			2,879,310			4,625,893			7,876,132			13,439,359
Operating expenses (exclusive of depreciation and amortization)	246,165			271,654			509,761			545,620			265,398			280,957			775,159			826,577
General and administrative expenses (exclusive of depreciation and amortization)	26,117			28,365			55,686			55,288			30,746			27,149			86,432			82,437
Depreciation and amortization	87,803			101,390			167,815			181,938			87,764			80,945			255,579			262,883
Total operating costs and expenses	3,112,080			5,076,255			5,730,084			9,596,312			3,263,218			5,014,944			8,993,302			14,611,256
Income from operations	589,832			296,345			978,454			567,341			322,605			302,611			1,301,059			869,952
Other income (expense):
Earnings (loss) of equity method investments	631			(908		)	(7,176		)	(1,709		)	1,269			(1,247		)	(5,907		)	(2,956		)
Interest income	768			1,184			1,730			2,589			673			1,004			2,403			3,593
Interest expense	(10,559		)	(10,136		)	(20,713		)	(22,483		)	(11,102		)	(11,038		)	(31,813		)	(33,521		)
Loss on early extinguishment of debt	(1,368		)	—			(1,368		)	(7,677		)	—			—			(1,370		)	(7,677		)
Gain on sale of assets	873			—			1,639			—
Gain (loss) on sale of assets													7,228			(556		)	8,867			(556		)
	(9,655		)	(9,860		)	(25,888		)	(29,280		)	(1,932		)	(11,837		)	(27,820		)	(41,117		)
Income before income taxes	580,177			286,485			952,566			538,061			320,673			290,774			1,273,239			828,835
Income tax provision:
Current	155,377			109,171			294,575			202,464			215,381			91,867			509,956			294,331
Deferred	51,613			(7,839		)	42,143			(13,518		)	(105,315		)	11,349			(63,172		)	(2,169		)
	206,990			101,332			336,718			188,946			110,066			103,216			446,784			292,162
Net income	373,187			185,153			615,848			349,115			210,607			187,558			826,455			536,673
Less net income attributable to noncontrolling interest	12,363			8,724			28,148			20,625			14,285			12,552			42,433			33,177
Net income attributable to HollyFrontier stockholders	$	360,824		$	176,429		$	587,700		$	328,490		$	196,322		$	175,006		$	784,022		$	503,496
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	1.88		$	0.89		$	3.03		$	1.65		$	1.05		$	0.88		$	4.09		$	2.54
Diluted	$	1.88		$	0.89		$	3.03		$	1.65		$	1.04		$	0.88		$	4.09		$	2.53
Cash dividends declared per common share	$	0.33		$	0.82		$	0.65		$	1.62		$	0.33		$	0.82		$	0.98		$	2.44
Average number of common shares outstanding:
Basic	191,355			198,139			193,202			198,217			187,208			197,261			191,182			197,895
Diluted	191,454			198,380			193,279			198,408			187,344			197,535			191,282			198,096

See accompanying notes.

Table of Content

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014

Net income	$	373,187		$	185,153		$	615,848		$	349,115		$	210,607		$	187,558		$	826,455		$	536,673
Other comprehensive income:
Securities available-for-sale:
Unrealized gain (loss) on marketable securities	(57		)	25			51			37			166			(153		)	217			(116		)
Reclassification adjustments to net income on sale or maturity of marketable securities	(6		)	—			(46		)	(1		)	—			(12		)	(46		)	(13		)
Net unrealized gain (loss) on marketable securities	(63		)	25			5			36			166			(165		)	171			(129		)
Hedging instruments:
Change in fair value of cash flow hedging instruments	8,195			46,689			(7,233		)	138,724			(357		)	5,133			(7,590		)	143,857
Reclassification adjustments to net income on settlement of cash flow hedging instruments	(14,274		)	(12,644		)	(18,435		)	(17,866		)	(9,248		)	(13,844		)	(27,683		)	(31,710		)
Amortization of unrealized loss attributable to discontinued cash flow hedges	270			270			540			540			270			270			810			810
Net unrealized gain (loss) on hedging instruments	(5,809		)	34,315			(25,128		)	121,398			(9,335		)	(8,441		)	(34,463		)	112,957
Post-retirement benefit obligations:
Loss on post-retirement healthcare plan													—			—			—			(89		)
Retirement restoration plan loss reclassified to net income													—			422			—			422
Net change in post-retirement benefit obligations	—			—			—			(89		)	—			422			—			333
Other comprehensive income (loss) before income taxes	(5,872		)	34,340			(25,123		)	121,345			(9,169		)	(8,184		)	(34,292		)	113,161
Income tax expense (benefit)	(2,325		)	13,417			(9,600		)	47,122			(3,488		)	(3,428		)	(13,088		)	43,694
Other comprehensive income (loss)	(3,547		)	20,923			(15,523		)	74,223			(5,681		)	(4,756		)	(21,204		)	69,467
Total comprehensive income	369,640			206,076			600,325			423,338			204,926			182,802			805,251			606,140
Less noncontrolling interest in comprehensive income	12,498			8,271			27,829			20,230			14,127			13,225			41,956			33,455
Comprehensive income attributable to HollyFrontier stockholders	$	357,142		$	197,805		$	572,496		$	403,108		$	190,799		$	169,577		$	763,295		$	572,685

See accompanying notes.

Table of Content

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended June 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Cash flows from operating activities:
Net income	$	615,848		$	349,115		$	826,455		$	536,673
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	167,815			181,938			255,579			262,883
Lower of cost or market inventory valuation adjustment	(142,026		)	—			83,425			—
Net loss of equity method investments, inclusive of distributions	8,739			3,082			8,282			5,268
Gain on sale of assets	(1,639		)	—
(Gain) loss on sale of assets							(8,619		)	556
(Gain) loss on early extinguishment of debt attributable to unamortized premium / discount	(3,788		)	1,489			(3,788		)	1,489
Deferred income taxes	42,143			(13,518		)	(63,172		)	(2,169		)
Equity-based compensation expense	14,222			13,846			21,928			20,728
Change in fair value – derivative instruments	5,841			486			17,861			(12,199		)
(Increase) decrease in current assets:
Accounts receivable	(35,737		)	(81,399		)	68,021			8,530
Inventories	(12,761		)	(150,585		)	(85,318		)	(225,698		)
Income taxes receivable	3,368			90,501			11,719			76,488
Prepayments and other	10,691			3,171			(8,312		)	24,719
Increase (decrease) in current liabilities:
Accounts payable	(60,448		)	307,473			(203,289		)	109,912
Income taxes payable	(12,073		)	—			19,894			—
Accrued liabilities	2,175			20,865			13,503			27,327
Turnaround expenditures	(38,116		)	(9,708		)	(55,905		)	(32,236		)
Other, net	5,686			4,723			5,077			3,662
Net cash provided by operating activities	569,940			721,479			903,341			805,933

Cash flows from investing activities:
Additions to properties, plants and equipment	(267,100		)	(205,987		)	(416,611		)	(307,476		)
Additions to properties, plants and equipment – HEP	(49,813		)	(38,782		)	(57,286		)	(61,657		)
Purchase of equity method investment - HEP							(54,641		)	—
Proceeds from sale of assets							15,831			14,711
Purchases of marketable securities	(246,008		)	(498,080		)	(402,984		)	(762,224		)
Sales and maturities of marketable securities	327,310			543,604			490,251			863,769
Other, net	2,232			5,021			—			5,021
Net cash used for investing activities	(233,379		)	(194,224		)	(425,440		)	(247,856		)

Cash flows from financing activities:
Borrowings under credit agreement – HEP	254,100			477,100			443,000			538,600
Repayments under credit agreement – HEP	(221,100		)	(297,100		)	(360,000		)	(346,600		)
Redemption of senior notes	(155,156		)	—			(155,156		)	—
Redemption of senior notes – HEP	—			(156,188		)	—			(156,188		)
Inventory repurchase obligation	—			5,964
Purchase of treasury stock	(320,132		)	(20,135		)	(481,766		)	(133,150		)
Accelerated stock repurchase forward contract	(60,000		)	—
Dividends	(125,192		)	(323,088		)	(187,372		)	(485,766		)
Distributions to noncontrolling interest	(41,596		)	(38,548		)	(61,366		)	(58,473		)
Excess tax benefit from equity-based compensation	—			3,778			—			4,482
Other, net	(2,111		)	(839		)	(3,495		)	(5,059		)
Net cash used for financing activities	(671,187		)	(349,056		)	(806,155		)	(642,154		)

Cash and cash equivalents:
Increase (decrease) for the period	(334,626		)	178,199
Decrease for the period							(328,254		)	(84,077		)
Beginning of period	567,985			940,103			567,985			940,103
End of period	$	233,359		$	1,118,302		$	239,731		$	856,026

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	25,612		$	30,702		$	40,608		$	45,672
Income taxes	$	310,117		$	118,142		$	484,516		$	222,488

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 ~~June~~September 30, 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; 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 427-mile, 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”); a 50% interest in Frontier Pipeline Company, which owns a 289-mile crude oil pipeline from Casper, Wyoming to Frontier Station, Utah (the "Frontier 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 ~~June~~September 30, 2015, the consolidated results of operations and comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 and consolidated cash flows for the ~~six~~nine months ended ~~June~~September 30, 2015 and 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, 2014 that has been filed with the SEC.

Our results of operations for the ~~six~~nine months ended ~~June~~September 30, 2015 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 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 $2.3 million at ~~June~~September 30, 2015 and $2.4 million at December 31, 2014.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Inventories: 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 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 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 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 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. As of ~~June~~September 30, 2015, there have been no impairments to goodwill.

We performed our annual goodwill impairment testing as of July 1, 2015, 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. Our market approach, which includes both the guideline public company and guideline transaction methods, 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, 2015, the fair value of our Cheyenne reporting unit exceeded its carrying cost by approximately 8%. The fair value of our El Dorado and HEP reporting units substantially exceeded their respective carrying values. As of September 30, 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. Such impairment charges could be material.

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 has an effective date of January 1, 2018, and we are evaluating the impact of this standard.


NOTE 2:	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 ~~June~~September 30, 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, and therefore we consolidate HEP. See Note 16 for supplemental guarantor/non-guarantor financial information, including HEP balances included in these consolidated financial statements.

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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 ~~81%~~82% of HEP’s total revenues for the ~~six~~nine months ended ~~June~~September 30, 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.

Frontier Pipeline Transaction

~~Table~~On August 31, 2015, HEP purchased a 50% interest in Frontier Pipeline Company, owner of ~~Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~the Frontier Pipeline, from an affiliate of Enbridge, Inc. for $54.6 million. Frontier Pipeline will continue to be operated by an affiliate of Plains All American Pipeline, L.P., which owns the remaining 50% interest. The 289-mile crude oil pipeline, which runs from Casper, Wyoming to Frontier Station, Utah, has a 72,000 barrels per day capacity. The Frontier Pipeline supplies Canadian and Rocky Mountain crudes to Salt Lake City area refiners through a connection to the SLC Pipeline.

El Dorado Asset Transaction

On November 1, 2015, HEP acquired from us newly constructed naphtha fractionation and hydrogen generation units at our El Dorado Refinery for cash consideration of $62.0 million. In connection with this transaction, we entered into 15-year tolling agreements containing minimum quarterly throughput commitments that provide minimum annualized payments to HEP of $15.3 million.

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 or Federal Energy Regulatory Commission index. As of ~~July 1,~~September 30, 2015, these agreements result in minimum annualized payments to HEP of $236.6 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.


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.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

(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.

The carrying amounts and estimated fair values of investments in marketable securities, derivative instruments and senior notes at ~~June~~September 30, 2015 and December 31, 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)
June 30, 2015
September 30, 2015
Assets:
Marketable securities	$	392,859	$	392,859	$	—	$	392,859	$	—	$	387,053	$	387,053	$	—	$	387,053	$	—
NYMEX futures contracts											5,064		5,064		5,064		—		—
Commodity price swaps	131,333		131,333		—		131,333		—		113,956		113,956		—		113,956		—
Forward contracts	76		76		—		76		—		2,496		2,496		—		2,496		—
HEP interest rate swaps	134		134		—		134		—
Total assets	$	524,402	$	524,402	$	—	$	524,402	$	—	$	508,569	$	508,569	$	5,064	$	503,505	$	—

Liabilities:
NYMEX futures contracts	$	236	$	236	$	236	$	—	$	—
Commodity price swaps	126,983		126,983		—		126,983		—		$	140,194	$	140,194	$	—	$	140,194	$	—
Forward contracts	2,143		2,143		—		2,143		—
HEP senior notes	296,905		295,875		—		295,875		—		297,067		288,000		—		288,000		—
HEP interest rate swaps	707		707		—		707		—		834		834		—		834		—
Total liabilities	$	426,974	$	425,944	$	236	$	425,708	$	—	$	438,095	$	429,028	$	—	$	429,028	$	—

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~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~


					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
December 31, 2014
Assets:
Marketable securities	$	474,110	$	474,110	$	—	$	474,110	$	—	$	474,110	$	474,110	$	—	$	474,110	$	—
NYMEX futures contracts	17,619		17,619		17,619		—		—		17,619		17,619		17,619		—		—
Commodity price swaps	208,296		208,296		—		208,296		—		208,296		208,296		—		208,296		—
HEP interest rate swaps	1,019		1,019		—		1,019		—		1,019		1,019		—		1,019		—
Total assets	$	701,044	$	701,044	$	17,619	$	683,425	$	—	$	701,044	$	701,044	$	17,619	$	683,425	$	—

Liabilities:
Commodity price swaps	$	196,897	$	196,897	$	—	$	196,897	$	—	$	196,897	$	196,897	$	—	$	196,897	$	—
HollyFrontier senior notes	154,144		155,250		—		155,250		—		154,144		155,250		—		155,250		—
HEP senior notes	296,579		291,000		—		291,000		—		296,579		291,000		—		291,000		—
HEP interest rate swaps	1,065		1,065		—		1,065		—		1,065		1,065		—		1,065		—
Total liabilities	$	648,685	$	644,212	$	—	$	644,212	$	—	$	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.

Level 3 Financial Instruments

We at times have forward commodity sales and purchase contracts for which quoted forward market prices are not readily available. The forward rate used to value these 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.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

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 ~~six months~~nine months ended ~~June~~September 30, 2015 and 2014:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,					Nine Months Ended September 30,
Level 3 Financial Instruments	2015			2014			2015			2014			2015		2014			2015			2014
	(In thousands)												(In thousands)
Liability balance at beginning of period	$	(2,552	)	$	(22,473	)	$	—		$	(35,318	)	$	—	$	(75,637	)	$	—		$	(35,318	)
Change in fair value:
Recognized in other comprehensive income	6,404			(90,559		)	3,852			(112,695		)	—		178,511			3,852			65,816
Recognized in cost of products sold	—			(7,084		)	—			1,885			—		11,085			—			12,970
Settlement date fair value of contractual maturities:
Recognized in sales and other revenues	(3,852		)	48,942			(3,852		)	74,273			—		6,202			(3,852		)	80,476
Recognized in cost of products sold	—			(4,463		)	—			(3,782		)	—		(4,251		)	—			(8,034		)
Liability balance at end of period	$	—		$	(75,637	)	$	—		$	(75,637	)
Asset balance at end of period													$	—	$	115,910		$	—		$	115,910

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~~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 June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
	(In thousands, except per share data)								(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders	$	360,824	$	176,429	$	587,700	$	328,490	$	196,322	$	175,006	$	784,022	$	503,496
Participating securities' share in earnings	1,036		475		1,677		945		567		471		2,245		1,416
Net income attributable to common shares	$	359,788	$	175,954	$	586,023	$	327,545	$	195,755	$	174,535	$	781,777	$	502,080
Average number of shares of common stock outstanding	191,355		198,139		193,202		198,217		187,208		197,261		191,182		197,895
Effect of dilutive variable restricted shares andperformance share units ⁽¹⁾	99		241		77		191		136		274		100		201
Average number of shares of common stock outstanding assuming dilution	191,454		198,380		193,279		198,408		187,344		197,535		191,282		198,096
Basic earnings per share	$	1.88	$	0.89	$	3.03	$	1.65	$	1.05	$	0.88	$	4.09	$	2.54
Diluted earnings per share	$	1.88	$	0.89	$	3.03	$	1.65	$	1.04	$	0.88	$	4.09	$	2.53
⁽¹⁾ Excludes anti-dilutive restricted and performance share units of:	349		26		379		2		263		195		335		214


NOTE 5:	Stock-Based Compensation

As of ~~June~~September 30, 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 $~~6.1~~6.4 million and ~~$6.8~~$6.0 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, and ~~$12.5~~$18.9 million and ~~$12.2~~$18.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, 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.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

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 $~~0.9~~1.3 million and $0.8 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, and ~~$1.8~~$3.0 million and ~~$1.7~~$2.5 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, 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.

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~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

A summary of restricted stock and restricted stock unit activity and changes during the ~~six~~nine months ended ~~June~~September 30, 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, 2015 (non-vested)	669,777		$	44.12			669,777		$	44.12
Granted	9,894		37.68				12,969		40.33
Vesting (transfer/conversion to common stock)	(2,999	)	44.48				(8,699	)	44.08
Forfeited	(13,106	)	43.81				(16,166	)	43.83
Outstanding at June 30, 2015 (non-vested)	663,566		$	44.03	$	28,268
Outstanding at September 30, 2015 (non-vested)							657,881		$	44.05	$	31,920

For the ~~six~~nine months ended ~~June~~September 30, 2015, ~~2,999~~8,699 restricted stock and restricted stock units vested having a grant date fair value of $~~0.1~~0.4 million. As of ~~June~~September 30, 2015, there was $~~13.4~~9.8 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 ~~1.3~~1.1 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 “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to a peer group of independent refining companies, while market performance is based on the relative standing of total shareholder return achieved by HollyFrontier compared to peer group companies. The number of shares ultimately issued under these awards can range from zero to 200%. of target award amounts. As of ~~June~~September 30, 2015, estimated share payouts for outstanding non-vested performance share unit awards averaged approximately ~~35%.~~33% of target amounts.

A summary of performance share unit activity and changes during the ~~six~~nine months ended ~~June~~September 30, 2015 is presented below:



Performance Share Units	Grants

Outstanding at January 1, 2015 (non-vested)	725,054
Granted	4,242
Forfeited	(~~25,973~~27,131	)
Outstanding at ~~June~~September 30, 2015 (non-vested)	~~703,323~~702,165

As of ~~June~~September 30, 2015, there was $~~14.9~~12.4 million of total unrecognized compensation cost related to non-vested performance share units having a grant date fair value of ~~$43.67~~$43.68 per unit. That cost is expected to be recognized over a weighted-average period of ~~1.5~~1.3 years.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


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

Our investment portfolio at ~~June~~September 30, 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 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.

The following is a summary of our marketable securities:



	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value (Net Carrying Amount)
	(In thousands)
September 30, 2015
Certificates of deposit	$	5,999	$	4	$	—		$	6,003
Commercial paper	58,299		21		—			58,320
Corporate debt securities	86,657		13		(31		)	86,639
State and political subdivisions debt securities	236,075		58		(42		)	236,091
Total marketable securities	$	387,030	$	96	$	(73	)	$	387,053

December 31, 2014
Certificates of deposit	$	54,000	$	10	$	—		$	54,010
Commercial paper	52,297		7		(4		)	52,300
Corporate debt securities	136,181		1		(94		)	136,088
State and political subdivisions debt securities	231,819		5		(112		)	231,712
Total marketable securities	$	474,297	$	23	$	(210	)	$	474,110

Interest income recognized on our marketable securities was $0.5 million for both the three months ended September 30, 2015 and 2014, and $1.4 million and $1.7 million for the nine months ended September 30, 2015 and 2014, respectively.

1415

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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)
(In thousands)
June 30, 2015
Certificates of deposit $ 20,998
$ 11
$ —
$ 21,009
Commercial paper 29,957
17
—
29,974
Corporate debt securities 68,339
2
(43 ) 68,298
State and political subdivisions debt securities 273,700
11
(133 ) 273,578
Total marketable securities $ 392,994
$ 41
$ (176 ) $ 392,859

December 31, 2014
Certificates of deposit $ 54,000
$ 10
$ —
$ 54,010
Commercial paper 52,297
7
(4 ) 52,300
Corporate debt securities 136,181
1
(94 ) 136,088
State and political subdivisions debt securities 231,819
5
(112 ) 231,712
Total marketable securities $ 474,297
$ 23
$ (210 ) $ 474,110

~~Interest income recognized on our marketable securities was~~ ~~$0.5 million~~ ~~and $0.6 million for the~~ ~~three~~ ~~months ended~~ ~~June 30, 2015~~ ~~and~~ ~~2014, respectively, and $0.9 million and $1.2 million for the six months ended June 30, 2015 and 2014, respectively.~~


NOTE 7:	Inventories

Inventory consists of the following components:


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
	(In thousands)						(In thousands)
Crude oil	$	508,984		$	581,592		$	540,992		$	581,592
Other raw materials and unfinished products⁽¹⁾	191,102			204,467			175,468			204,467
Finished products⁽²⁾	617,996			531,523			663,956			531,523
Lower of cost or market reserve	(255,452		)	(397,478		)	(480,903		)	(397,478		)
Process chemicals⁽³⁾	4,903			4,028			7,275			4,028
Repair and maintenance supplies and other	122,385			110,999			130,236			110,999
Total inventory	$	1,189,918		$	1,035,131		$	1,037,024		$	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 ~~$255.5~~$480.9 million and $397.5 million at ~~June~~September 30, 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 six months ended June 30, 2015,~~ due to the sale of inventory quantities that gave rise to the 2014 reserve. A new market reserve of ~~$255.5~~$480.9 million was established as of ~~June~~September 30, 2015 based on market conditions and prices at that time. The effect of the change in lower of cost or market reserve was a ~~$135.5~~$225.5 million and ~~$142.0~~$83.4 million ~~reduction of~~increase to cost of products sold for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively.

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~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~


NOTE 8:	Environmental

Environmental costs are charged to operating expenses if they relate to an existing condition caused by past operations and do not contribute to current or future revenue generation. We have ongoing investigations of environmental matters at various locations as part of our assessment process to determine the amount of environmental obligation we may have, if any, with respect to these matters for which we have recorded the estimated cost of the studies. Liabilities are recorded when site restoration and environmental remediation, cleanup and other obligations are either known or considered probable and can be reasonably estimated. Such estimates are undiscounted and require judgment with respect to costs, time frame and extent of required remedial and cleanup activities and are subject to periodic adjustments based on currently available information. Recoveries of environmental costs through insurance, indemnification arrangements or other sources are included in other assets to the extent such recoveries are considered probable.

We expensed ~~$0.1~~$3.0 million and ~~$1.0 million~~zero for the three months ended ~~June~~September 30, 2015 and 2014, respectively, and ~~$4.6~~$7.6 million and $1.3 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $~~102.8~~103.7 million and $104.5 million at ~~June~~September 30, 2015 and December 31, 2014, respectively, of which $~~83.8~~84.0 million and $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). The amount of our accrued liability could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


NOTE 9:	Debt

HollyFrontier Credit Agreement

We have a $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 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 ~~June~~September 30, 2015, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $~~4.6~~6.0 million under the HollyFrontier Credit Agreement.

HEP Credit Agreement

HEP has an $850 million senior secured revolving credit facility that matures in November 2018 (the “HEP 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 ~~June~~September 30, 2015, HEP was in compliance with all of its covenants, had outstanding borrowings of ~~$604.0~~$654.0 million and no outstanding letters of credit under the HEP Credit Agreement. In April 2015, HEP amended its credit agreement, increasing the size of the credit facility from $650 million to $850 million.

HEP’s obligations under the HEP Credit Agreement are collateralized by substantially all of HEP’s 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

In June 2015, we redeemed our $150.0 million aggregate principal amount of 6.875% senior notes maturing November 2018 at a redemption cost of $155.2 million at which time we recognized a $1.4 million early extinguishment loss consisting of a $5.2 million debt redemption premium, net of an unamortized premium of $3.8 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.

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.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

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.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

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


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
	(In thousands)						(In thousands)
6.875% Senior Notes
Principal	$	—		$	150,000		$	—		$	150,000
Unamortized premium	—			4,144			—			4,144
	—			154,144			—			154,144
Financing Obligation	32,257			33,167			31,779			33,167

Total HollyFrontier long-term debt	32,257			187,311			31,779			187,311

HEP Credit Agreement	604,000			571,000			654,000			571,000

HEP 6.5% Senior Notes
Principal	300,000			300,000			300,000			300,000
Unamortized discount	(3,095		)	(3,421		)	(2,933		)	(3,421		)
	296,905			296,579			297,067			296,579

Total HEP long-term debt	900,905			867,579			951,067			867,579

Total long-term debt	$	933,162		$	1,054,890		$	982,846		$	1,054,890

We capitalized interest attributable to construction projects of $~~2.5~~0.1 million and $~~3.1~~2.9 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, and ~~$5.4~~$5.5 million and ~~$6.0~~$9.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, 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.

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 refined product. We also have forward sales ~~and purchase~~ contracts that lock in the prices of future sales ~~and purchases~~ 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.

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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 June 30, 2015
Three Months Ended September 30, 2015
Change in fair value	$	8,501		Sales and other revenues	$	49,752						$	430		Sales and other revenues	$	57,513
Gain reclassified to earnings due to settlements	(14,802		)	Cost of products sold	(30,964		)	Sales and other revenues	$	(140	)	(9,774		)	Cost of products sold	(44,023		)
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	(4,256		)	Cost of products sold	2,494			270			Operating expenses	(3,986		)	Cost of products sold	$	638
Total	$	(6,031	)		$	14,532			$	2,354		$	(9,074	)		$	9,504			$	638

Three Months Ended June 30, 2014
Three Months Ended September 30, 2014
Change in fair value	$	47,988		Sales and other revenues	$	(48,942	)					$	4,580		Sales and other revenues	$	(6,202	)	Sales and other revenues	$	1,498
Gain reclassified to earnings due to settlements	(13,197		)	Cost of products sold	61,124							(14,400		)	Cost of products sold	20,776			Cost of products sold	(6,189		)
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	745			Operating expenses	$	1,354		270			Operating expenses	(444		)	Operating expenses	(99		)
Total	$	35,061			$	12,927			$	1,354		$	(9,550	)		$	14,130			$	(4,790	)

Six Months Ended June 30, 2015
Nine Months Ended September 30, 2015
Change in fair value	$	(5,647	)	Sales and other revenues	$	98,932		Sales and other revenues	$	(274	)	$	(5,217	)	Sales and other revenues	$	156,445		Sales and other revenues	$	(274	)
Gain reclassified to earnings due to settlements	(19,494		)	Cost of products sold	(71,733		)	Cost of products sold	3,738			(29,268		)	Cost of products sold	(115,756		)	Cost of products sold	4,376
Amortization of discontinued hedge reclassified to earnings	540			Operating expenses	(8,245		)	Operating expenses	547			810			Operating expenses	(12,231		)	Operating expenses	547
Total	$	(24,601	)		$	18,954			$	4,011		$	(33,675	)		$	28,458			$	4,649

Six Months Ended June 30, 2014
Nine Months Ended September 30, 2014
Change in fair value	$	140,466		Sales and other revenues	$	(74,273	)					$	145,046		Sales and other revenues	$	(80,475	)	Sales and other revenues	$	1,498
Gain reclassified to earnings due to settlements	(18,957		)	Cost of products sold	90,441							(33,357		)	Cost of products sold	111,217			Cost of products sold	(6,189		)
Amortization of discontinued hedge reclassified to earnings	540			Operating expenses	2,249			Operating expenses	$	(806	)	810			Operating expenses	1,805			Operating expenses	(905		)
Total	$	122,049			$	18,417			$	(806	)	$	112,499			$	32,547			$	(5,596	)

As of ~~June~~September 30, 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	2015	2016	2017	Unit of Measure	Total Outstanding Notional	2015	2016	2017	Unit of Measure

Natural gas - long	24,000,000	4,800,000	9,600,000	9,600,000	MMBTU	21,600,000	2,400,000	9,600,000	9,600,000	MMBTU
WTI crude oil - long	2,208,000	2,208,000	—	—	Barrels	2,760,000	2,760,000	—	—	Barrels
Ultra-low sulfur diesel - short	2,208,000	2,208,000	—	—	Barrels	2,760,000	2,760,000	—	—	Barrels
Forward diesel sales	1,500,000	1,500,000	—	—	Barrels	225,000	225,000	—	—	Barrels
Forward diesel purchases	1,125,000	1,125,000	—	—	Barrels

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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 ~~24,000,000~~21,600,000 MMBTU's to be purchased ratably through 2017. As of ~~June~~September 30, 2015, we have an unrealized loss of $~~2.7~~2.4 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.

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 purchases of WTI crude oil, and to lock in basis spread differentials on forecasted purchases of crude oil and natural gas. 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 June 30,						Six Months Ended June 30,						Three Months Ended September 30,					Nine Months Ended September 30,
Location of Gain (Loss) Recognized in Income	2015			2014			2015			2014			2015			2014		2015			2014
	(In thousands)												(In thousands)
Cost of products sold	$	5,292		$	(24,432	)	$	27,574		$	(24,406	)	$	13,872		$	27,773	$	41,445		$	3,367
Operating expenses	(248		)	(140		)	(544		)	(188		)	(6,528		)	3		(7,072		)	(185		)
Total	$	5,044		$	(24,572	)	$	27,030		$	(24,594	)	$	7,344		$	27,776	$	34,373		$	3,182

As of ~~June~~September 30, 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	2015	2016	2017	Unit of Measure	Total Outstanding Notional	2015	2016	2017	Unit of Measure

Commodity price swap (crude basis spread) - long	4,412,000	3,680,000	732,000	—	Barrels	5,866,000	1,840,000	4,026,000	—	Barrels
Commodity price swap (natural gas basis spread) - long	17,820,000	4,020,000	6,900,000	6,900,000	MMBTU	22,626,000	2,010,000	10,308,000	10,308,000	MMBTU
Commodity price swap (natural gas) - long	24,000,000	4,800,000	9,600,000	9,600,000	MMBTU	21,600,000	2,400,000	9,600,000	9,600,000	MMBTU
Commodity price swap (natural gas) - short	24,000,000	4,800,000	9,600,000	9,600,000	MMBTU	21,600,000	2,400,000	9,600,000	9,600,000	MMBTU
NYMEX futures (WTI) - short	1,095,000	1,095,000	—	—	Barrels	1,760,000	1,083,000	677,000	—	Barrels
Physical contract - short						150,000	150,000	—	—	Barrels

Interest Rate Risk Management

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

As of ~~June~~September 30, 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 ~~June~~September 30, 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 ~~June~~September 30, 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.

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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 June 30, 2015
Three Months Ended September 30, 2015
Interest rate swaps
Change in fair value	$	(306	)					$	(787	)
Loss reclassified to earnings due to settlements	528			Interest expense	$	(528	)	526			Interest expense	$	(526	)
Total	$	222			$	(528	)	$	(261	)		$	(526	)

Three Months Ended June 30, 2014
Three Months Ended September 30, 2014
Interest rate swaps
Change in fair value	$	(1,299	)					$	553
Loss reclassified to earnings due to settlements	553			Interest expense	$	(553	)	556			Interest expense	$	(556	)
Total	$	(746	)		$	(553	)	$	1,109			$	(556	)

Six Months Ended June 30, 2015
Nine Months Ended September 30, 2015
Interest rate swaps
Change in fair value	$	(1,586	)					$	(2,373	)
Loss reclassified to earnings due to settlements	1,059			Interest expense	$	(1,059	)	1,585			Interest expense	$	(1,585	)
Total	$	(527	)		$	(1,059	)	$	(788	)		$	(1,585	)

Six Months Ended June 30, 2014
Nine Months Ended September 30, 2014
Interest rate swaps
Change in fair value	$	(1,742	)					$	(1,189	)
Loss reclassified to earnings due to settlements	1,091			Interest expense	$	(1,091	)	1,647			Interest expense	$	(1,647	)
Total	$	(651	)		$	(1,091	)	$	458			$	(1,647	)

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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								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)
June 30, 2015
September 30, 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		$	62,370	$	(49,711	)	$	12,659	$	42,647	$	(21,026	)	$	21,621		$	55,850	$	(51,209	)	$	4,641	$	41,721	$	(14,851	)	$	26,870
Forward contracts		223		(166		)	57		2,563		(439		)	2,124			2,496		—			2,496		—		—			—
Interest rate swap contracts		134		—			134		707		—			707			—		—			—		834		—			834
		$	62,727	$	(49,877	)	$	12,850	$	45,917	$	(21,465	)	$	24,452		$	58,346	$	(51,209	)	$	7,137	$	42,555	$	(14,851	)	$	27,704

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		$	24,580	$	(7,461	)	$	17,119	$	27,282	$	(23,475	)	$	3,807		$	15,781	$	(13,539	)	$	2,242	$	33,841	$	(27,590	)	$	6,251
NYMEX futures contracts		—		—			—		236		—			236			5,064		—			5,064		—		—			—
		$	24,580	$	(7,461	)	$	17,119	$	27,518	$	(23,475	)	$	4,043		$	20,845	$	(13,539	)	$	7,306	$	33,841	$	(27,590	)	$	6,251

Total net balance							$	29,969						$	28,495							$	14,443						$	33,955

Balance sheet classification:		Prepayment and other					$	29,295	Accrued liabilities					$	4,727									Accrued liabilities					$	6,575
		Intangibles and other					674		Other long-term liabilities					23,768			Prepayment and other					$	14,443	Other long-term liabilities					27,380
							$	29,969						$	28,495							$	14,443						$	33,955



	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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

At ~~June~~September 30, 2015, we had a pre-tax net unrealized loss of ~~$13.3~~$22.5 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 ~~$9.3~~$0.7 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 ~~six~~nine months ended ~~June~~September 30, 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, 2014	$	5,523,584		$	577,135		$	6,100,719		$	5,523,584		$	577,135		$	6,100,719
Net income	587,700			28,148			615,848			784,022			42,433			826,455
Dividends	(125,192		)	—			(125,192		)	(187,372		)	—			(187,372		)
Distributions to noncontrolling interest holders	—			(41,596		)	(41,596		)	—			(61,366		)	(61,366		)
Other comprehensive loss, net of tax	(15,204		)	(319		)	(15,523		)	(20,727		)	(477		)	(21,204		)
Equity-based compensation	12,461			1,761			14,222			18,905			3,023			21,928
Tax attributable to equity-based compensation	(113		)	—			(113		)	(1,020		)	—			(1,020		)
Purchase of treasury stock ⁽¹⁾	(380,177		)	—			(380,177		)	(496,224		)	—			(496,224		)
Purchase of HEP units for restricted grants	—			(247		)	(247		)	—			(247		)	(247		)
Other	—			14			14			—			15			15
Balance at June 30, 2015	$	5,603,059		$	564,896		$	6,167,955
Balance at September 30, 2015										$	5,621,168		$	560,516		$	6,181,684


(1)	Includes ~~1,215~~3,030 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.

In May 2015, our Board of Directors approved a $1 billion share repurchase program, which replaced all existing share repurchase programs, authorizing us to repurchase common stock in the open market or through privately negotiated transactions. The timing and amount of stock repurchases will depend on market conditions and corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. As of ~~June~~September 30, 2015, we had remaining authorization to repurchase up to ~~$734.9~~$559.0 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.

During the second quarter of 2015, we entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase $300.0 million of our outstanding common stock. In May 2015 (at inception), we ~~repurchased~~acquired 5.5 million shares, representing 80% of the amount paid based on then-market prices. The ASR was completed in September 2015, at which time we acquired an additional 1.2 million shares upon settlement. The final ~~number of shares ultimately to be repurchased under the ASR, as well as the final average~~market purchase price ~~paid, will be~~per share averaged $44.81, which was based on the volume-weighted average market purchase price of our common stock, less a discount, over the term of the ASR. ~~The ASR is expected to be completed in the third quarter of 2015.~~

The initial 5.5 million shares repurchased resulted in an immediate reduction to our common shares outstanding and are included in treasury stock at a cost of $240.0 million. For the remaining shares to be repurchased, we recorded a forward contract indexed to our own common stock in the amount of $60.0 million. This forward contract met the criteria for equity classification, and therefore is recorded to additional capital.

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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 June 30, 2015
Net unrealized loss on marketable securities	$	(63	)	$	(25	)	$	(38	)
Net unrealized loss on hedging instruments	(5,809		)	(2,300		)	(3,509		)
Other comprehensive loss	(5,872		)	(2,325		)	(3,547		)
Less other comprehensive income attributable to noncontrolling interest	135			—			135
Other comprehensive loss attributable to HollyFrontier stockholders	$	(6,007	)	$	(2,325	)	$	(3,682	)

Three Months Ended June 30, 2014
Net unrealized gain on marketable securities	$	25		$	17		$	8
Net unrealized gain on hedging instruments	34,315			13,400			20,915
Other comprehensive income	34,340			13,417			20,923
Less other comprehensive loss attributable to noncontrolling interest	(453		)	—			(453		)
Other comprehensive income attributable to HollyFrontier stockholders	$	34,793		$	13,417		$	21,376

Six Months Ended June 30, 2015
Three Months Ended September 30, 2015
Net unrealized gain on marketable securities	$	5		$	2		$	3		$	166		$	64		$	102
Net unrealized loss on hedging instruments	(25,128		)	(9,602		)	(15,526		)	(9,335		)	(3,552		)	(5,783		)
Other comprehensive loss	(25,123		)	(9,600		)	(15,523		)	(9,169		)	(3,488		)	(5,681		)
Less other comprehensive loss attributable to noncontrolling interest	(319		)	—			(319		)	(158		)	—			(158		)
Other comprehensive loss attributable to HollyFrontier stockholders	$	(24,804	)	$	(9,600	)	$	(15,204	)	$	(9,011	)	$	(3,488	)	$	(5,523	)

Six Months Ended June 30, 2014
Three Months Ended September 30, 2014
Net unrealized loss on marketable securities										$	(165	)	$	(64	)	$	(101	)
Net unrealized loss on hedging instruments										(8,441		)	(3,527		)	(4,914		)
Net change in post-retirement benefit obligations										422			163			259
Other comprehensive loss										(8,184		)	(3,428		)	(4,756		)
Less other comprehensive income attributable to noncontrolling interest										673			—			673
Other comprehensive income attributable to HollyFrontier stockholders										$	(8,857	)	$	(3,428	)	$	(5,429	)

Nine Months Ended September 30, 2015
Net unrealized gain on marketable securities	$	36		$	14		$	22		$	171		$	66		$	105
Net unrealized loss on hedging instruments										(34,463		)	(13,154		)	(21,309		)
Other comprehensive loss										(34,292		)	(13,088		)	(21,204		)
Less other comprehensive loss attributable to noncontrolling interest										(477		)	—			(477		)
Other comprehensive loss attributable to HollyFrontier stockholders										$	(33,815	)	$	(13,088	)	$	(20,727	)

Nine Months Ended September 30, 2014
Net unrealized loss on marketable securities										$	(129	)	$	(50	)	$	(79	)
Net unrealized gain on hedging instruments	121,398			47,143			74,255			112,957			43,616			69,341
Net change in pension and other post-retirement benefit obligations	(89		)	(35		)	(54		)	333			128			205
Other comprehensive income	121,345			47,122			74,223			113,161			43,694			69,467
Less other comprehensive loss attributable to noncontrolling interest	(395		)	—			(395		)
Less other comprehensive income attributable to noncontrolling interest										278			—			278
Other comprehensive income attributable to HollyFrontier stockholders	$	121,740		$	47,122		$	74,618		$	112,883		$	43,694		$	69,189

2324

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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 June 30,							Three Months Ended September 30,
	2015			2014				2015			2014

Marketable securities	$	6		$	—		Interest income	$	—		$	12		Interest income
	2			—			Income tax expense	—			5			Income tax expense
	4			—			Net of tax	—			7			Net of tax

Hedging instruments:
Commodity price swaps	49,752			(48,942		)	Sales and other revenues	57,513			(6,202		)	Sales and other revenues
	(30,964		)	61,124			Cost of products sold	(44,023		)	20,776			Cost of products sold
	(4,256		)	745			Operating expenses	(3,986		)	(444		)	Operating expenses
Interest rate swaps	(528		)	(553		)	Interest expense	(526		)	(556		)	Interest expense
	14,004			12,374				8,978			13,574
	5,543			4,918			Income tax expense	3,598			5,384			Income tax expense
	8,461			7,456			Net of tax	5,380			8,190			Net of tax
								319			337			Noncontrolling interest
								5,699			8,527			Net of tax and noncontrolling interest

Retirement restoration plan								—			(422		)	General and administrative expenses
	320			335			Noncontrolling interest	—			(163		)	Income tax benefit
	8,781			7,791			Net of tax and noncontrolling interest	—			(259		)	Net of tax

Total reclassifications for the period	$	8,785		$	7,791			$	5,699		$	8,275

	Six Months Ended June 30,							Nine Months Ended September 30,
	2015			2014				2015			2014

Marketable securities	$	4		$	1		Interest income	$	4		$	13		Interest income
	42			—			Gain on sale of assets	42			—			Gain on sale of assets
	46			1				46			13
	18			—			Income tax expense	18			5			Income tax expense
	28			1			Net of tax	28			8			Net of tax

Hedging instruments:
Commodity price swaps	98,932			(74,273		)	Sales and other revenues	156,445			(80,475		)	Sales and other revenues
	(71,733		)	90,441			Cost of products sold	(115,756		)	111,217			Cost of products sold
	(8,245		)	2,249			Operating expenses	(12,231		)	1,805			Operating expenses
Interest rate swaps	(1,059		)	(1,091		)	Interest expense	(1,585		)	(1,647		)	Interest expense
	17,895			17,326				26,873			30,900
	7,174			6,961			Income tax expense	10,772			12,345			Income tax expense
	10,721			10,365			Net of tax	16,101			18,555			Net of tax
	642			661			Noncontrolling interest	961			998			Noncontrolling interest
	11,363			11,026			Net of tax and noncontrolling interest	17,062			19,553			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	$	11,391		$	11,027			$	17,090		$	19,302

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


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
	(In thousands)						(In thousands)
Unrealized gain on post-retirement benefit obligations	$	20,689		$	20,689		$	20,689		$	20,689
Unrealized loss on marketable securities	(82		)	(85		)	20			(85		)
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest	(7,917		)	7,290			(13,542		)	7,290
Accumulated other comprehensive income	$	12,690		$	27,894		$	7,167		$	27,894

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


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 June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
	(In thousands)												(In thousands)
Service cost – benefit earned during the period	$	424		$	224		$	848		$	448		$	424		$	224		$	1,272		$	672
Interest cost on projected benefit obligations	205			160			410			319			205			159			615			478
Amortization of prior service credit	(871		)	(1,074		)	(1,742		)	(2,148		)	(871		)	(1,074		)	(2,613		)	(3,222		)
Amortization of net loss	46			—			92			—			46			—			138			—
Net periodic post-retirement credit	$	(196	)	$	(690	)	$	(392	)	$	(1,381	)	$	(196	)	$	(691	)	$	(588	)	$	(2,072	)

Additionally, we had a program that provided transition benefit payments to certain employees that participated in a previously terminated defined benefit plan. The program extended through 2014 and provided payments subsequent to year-end provided the employee was 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 $~~2.9~~2.6 million for the three months ended ~~June~~September 30, 2014 and ~~$5.5~~$8.1 million for the ~~six~~nine months ended ~~June~~September 30, 2014. In March 2015, we paid all remaining 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. In May 2015, the EPA revised the estimate of 2014 and 2015 percentage ~~standard~~standards under its RFS2 program. Accordingly, in the second quarter of 2015, we recorded a $4.1 million reduction of amounts accrued through December 2014.

In the third quarter of 2015, the EPA issued a memorandum stating they had made a mistake in their May 2015 estimate that they intend to correct when the 2014 percentage standards are finalized. We recorded a $5.2 million increase to expense during the three months ended September 30, 2015 based on this memorandum. The estimated quantity of renewable fuels or RINs that we are required to purchase and that have been accrued for as of ~~June~~September 30, 2015 and December 31, 2014, as well as for the ~~six~~nine months and year then ended, are based on quantities proposed by the EPA as revised in May 2015. The EPA has indicated that it expects to finalize the 2014 and 2015 percentage requirements in November 2015 that are expected to reflect increases to the previous provisional amounts. Such amounts are not expected to be material.

Table of Contents

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.

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

The HEP segment includes all of the operations of HEP, 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% ownership interest in UNEV (a consolidated subsidiary of HEP) and a 50% and 25% ownership interest in the Frontier Pipeline and the SLC ~~Pipeline.~~Pipeline, respectively. 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, 2014.

Refining HEP
Corporate
and Other

Consolidations
and Eliminations

Consolidated
Total
(In thousands)
Three Months Ended June 30, 2015
Sales and other revenues $ 3,686,493
$ 83,479
$ 151
$ (68,211 ) $ 3,701,912
Depreciation and amortization $ 70,435
$ 14,660
$ 2,915
$ (207 ) $ 87,803
Income (loss) from operations $ 576,313
$ 40,834
$ (26,739 ) $ (576 ) $ 589,832
Capital expenditures $ 128,336
$ 11,380
$ 4,578
$ —
$ 144,294

Three Months Ended June 30, 2014
Sales and other revenues $ 5,361,914
$ 75,024
$ 506
$ (64,844 ) $ 5,372,600
Depreciation and amortization $ 83,840
$ 15,477
$ 2,280
$ (207 ) $ 101,390
Income (loss) from operations $ 292,214
$ 32,464
$ (27,802 ) $ (531 ) $ 296,345
Capital expenditures $ 92,334
$ 18,178
$ 9,976
$ —
$ 120,488

Six Months Ended June 30, 2015
Sales and other revenues $ 6,675,773
$ 173,235
$ 369
$ (140,839 ) $ 6,708,538
Depreciation and amortization $ 133,710
$ 28,950
$ 5,569
$ (414 ) $ 167,815
Income (loss) from operations $ 950,214
$ 85,044
$ (55,688 ) $ (1,116 ) $ 978,454
Capital expenditures $ 258,097
$ 49,813
$ 9,003
$ —
$ 316,913

Six Months Ended June 30, 2014
Sales and other revenues $ 10,136,994
$ 162,036
$ 1,621
$ (136,998 ) $ 10,163,653
Depreciation and amortization $ 147,381
$ 30,661
$ 4,310
$ (414 ) $ 181,938
Income (loss) from operations $ 543,423
$ 78,329
$ (53,357 ) $ (1,054 ) $ 567,341
Capital expenditures $ 192,277
$ 38,782
$ 13,710
$ —
$ 244,769

June 30, 2015
Cash, cash equivalents and total investments in marketable securities $ 43
$ 10,424
$ 615,751
$ —
$ 626,218
Total assets $ 7,268,245
$ 1,459,069
$ 727,036
$ (309,064 ) $ 9,145,286
Long-term debt $ —
$ 900,905
$ 32,257
$ —
$ 933,162

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~~ ~~$15.2 million~~ ~~and~~ ~~$10.5 million~~ ~~for the~~ ~~three~~ ~~months ended~~ ~~June 30, 2015~~ ~~and~~ ~~2014, respectively, and $32.7 million and $25.7 million for the six months ended June 30, 2015 and 2014, respectively.~~



	Refining		HEP		Corporate and Other			Consolidations and Eliminations			Consolidated Total
	(In thousands)
Three Months Ended September 30, 2015
Sales and other revenues	$	3,571,192	$	88,389	$	104		$	(73,862	)	$	3,585,823
Depreciation and amortization	$	68,976	$	15,919	$	3,076		$	(207	)	$	87,764
Income (loss) from operations	$	310,810	$	43,702	$	(31,296	)	$	(611	)	$	322,605
Capital expenditures	$	147,641	$	7,473	$	1,870		$	—		$	156,984

Three Months Ended September 30, 2014
Sales and other revenues	$	5,303,053	$	82,141	$	181		$	(67,820	)	$	5,317,555
Depreciation and amortization	$	63,109	$	15,078	$	2,965		$	(207	)	$	80,945
Income (loss) from operations	$	292,132	$	39,341	$	(28,313	)	$	(549	)	$	302,611
Capital expenditures	$	98,115	$	22,875	$	3,374		$	—		$	124,364

Nine Months Ended September 30, 2015
Sales and other revenues	$	10,246,965	$	261,624	$	473		$	(214,701	)	$	10,294,361
Depreciation and amortization	$	202,686	$	44,869	$	8,645		$	(621	)	$	255,579
Income (loss) from operations	$	1,261,024	$	128,746	$	(86,984	)	$	(1,727	)	$	1,301,059
Capital expenditures	$	405,738	$	57,286	$	10,873		$	—		$	473,897

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued



	Refining		HEP		Corporate and Other		Consolidations and Eliminations			Consolidated Total
	(In thousands)
September 30, 2015
Cash, cash equivalents and total investments in marketable securities	$	62	$	10,856	$	615,866	$	—		$	626,784
Total assets	$	7,122,334	$	1,499,260	$	753,619	$	(303,576	)	$	9,071,637
Long-term debt	$	—	$	951,067	$	31,779	$	—		$	982,846

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 $14.7 million for both the three months ended September 30, 2015 and 2014, and $47.4 million and $40.4 million for the nine months ended September 30, 2015 and 2014, respectively.


NOTE 16:	Supplemental Guarantor/Non-Guarantor Financial Information

Any borrowings pursuant to the HollyFrontier Credit Agreement are recourse to HollyFrontier and guaranteed by certain of our wholly-owned subsidiaries (“Guarantor Restricted Subsidiaries”). HEP, in which we have a 39% ownership interest at ~~June~~September 30, 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.”

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet																			Condensed Consolidating Balance Sheet
June 30, 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
September 30, 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)																			(In thousands)
ASSETS													��
Current assets:
Cash and cash equivalents		$	222,905	$	—	$	30	$	—		$	222,935	$	10,424	$	—		$	233,359		$	228,849	$	—	$	26	$	—		$	228,875	$	10,856	$	—		$	239,731
Marketable securities		392,859		—		—		—			392,859		—		—			392,859			387,053		—		—		—			387,053		—		—			387,053
Accounts receivable, net		8,171		611,393		3,068		—			622,632		40,044		(36,569		)	626,107			3,542		516,964		2,775		—			523,281		32,968		(33,900		)	522,349
Intercompany accounts receivable		—		718,610		442,187		(1,160,797		)	—		—		—			—			—		1,037,776		466,155		(1,503,931		)	—		—		—			—
Inventories		—		1,187,984		—		—			1,187,984		1,934		—			1,189,918			—		1,035,121		—		—			1,035,121		1,903		—			1,037,024
Income taxes receivable		8,351		—		—		—			8,351		—		—			8,351
Deferred income tax assets																					48,419		—		—		—			48,419		—		—			48,419
Prepayments and other		13,363		59,273		—		—			72,636		2,804		(6,495		)	68,945			8,222		69,150		—		—			77,372		2,671		(6,946		)	73,097
Total current assets		645,649		2,577,260		445,285		(1,160,797		)	2,507,397		55,206		(43,064		)	2,519,539			676,085		2,659,011		468,956		(1,503,931		)	2,300,121		48,398		(40,846		)	2,307,673

Properties, plants and equip, net		34,079		3,043,121		949		—			3,078,149		1,042,975		(252,729		)	3,868,395			33,404		3,160,133		941		—			3,194,478		1,031,902		(249,122		)	3,977,258
Investment in subsidiaries		6,868,051		335,342		—		(7,203,393		)	—		—		—			—			7,199,848		361,459		—		(7,561,307		)	—		—		—			—
Intangibles and other assets		29,262		2,371,616		25,000		(25,000		)	2,400,878		360,888		(4,414		)	2,757,352			26,713		2,345,298		25,000		(25,000		)	2,372,011		418,960		(4,265		)	2,786,706
Total assets		$	7,577,041	$	8,327,339	$	471,234	$	(8,389,190	)	$	7,986,424	$	1,459,069	$	(300,207	)	$	9,145,286		$	7,936,050	$	8,525,901	$	494,897	$	(9,090,238	)	$	7,866,610	$	1,499,260	$	(294,233	)	$	9,071,637

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	3,543	$	1,067,290	$	—	$	—		$	1,070,833	$	16,128	$	(36,569	)	$	1,050,392		$	18,350	$	930,939	$	—	$	—		$	949,289	$	11,236	$	(33,900	)	$	926,625
Intercompany accounts payable		1,160,797		—		—		(1,160,797		)	—		—		—			—			1,503,931		—		—		(1,503,931		)	—		—		—			—
Income tax payable		7,569		—		—		—			7,569		—		—			7,569			39,536		—		—		—			39,536		—		—			39,536
Accrued liabilities		41,886		50,843		1,127		—			93,856		25,885		(6,495		)	113,246			51,481		55,720		1,733		—			108,934		24,304		(6,946		)	126,292
Deferred income tax liabilities		69,284		—		—		—			69,284		—		—			69,284
Total current liabilities		1,283,079		1,118,133		1,127		(1,160,797		)	1,241,542		42,013		(43,064		)	1,240,491			1,613,298		986,659		1,733		(1,503,931		)	1,097,759		35,540		(40,846		)	1,092,453

Long-term debt		25,000		32,257		—		(25,000		)	32,257		900,905		—			933,162			25,000		31,779		—		(25,000		)	31,779		951,067		—			982,846
Liability to HEP		—		227,304		—		—			227,304		—		(227,304		)	—			—		224,195		—		—			224,195		—		(224,195		)	—
Deferred income tax liabilities		627,205		—		—		—			627,205		332		—			627,537			636,081		—		—		—			636,081		356		—			636,437
Other long-term liabilities		43,822		81,594		—		—			125,416		56,283		(5,558		)	176,141			41,790		83,420		—		—			125,210		58,417		(5,410		)	178,217

Investment in HEP		—		—		134,765		—			134,765		—		(134,765		)	—			—		—		131,705		—			131,705		—		(131,705		)	—
Equity – HollyFrontier		5,597,935		6,868,051		335,342		(7,203,393		)	5,597,935		365,071		(359,947		)	5,603,059			5,619,881		7,199,848		361,459		(7,561,307		)	5,619,881		359,136		(357,849		)	5,621,168
Equity – noncontrolling interest		—		—		—		—			—		94,465		470,431			564,896			—		—		—		—			—		94,744		465,772			560,516
Total liabilities and equity		$	7,577,041	$	8,327,339	$	471,234	$	(8,389,190	)	$	7,986,424	$	1,459,069	$	(300,207	)	$	9,145,286		$	7,936,050	$	8,525,901	$	494,897	$	(9,090,238	)	$	7,866,610	$	1,499,260	$	(294,233	)	$	9,071,637

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued



Condensed Consolidating Balance Sheet
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)
ASSETS
Current assets:
Cash and cash equivalents	$	565,080	$	—	$	75	$	—		$	565,155	$	2,830	$	—		$	567,985
Marketable securities	474,068		42		—		—			474,110		—		—			474,110
Accounts receivable, net	5,107		579,526		3,774		—			588,407		40,129		(38,631		)	589,905
Intercompany accounts receivable	—		171,341		397,540		(568,881		)	—		—		—			—
Inventories	—		1,033,191		—		—			1,033,191		1,940		—			1,035,131
Income taxes receivable	11,719		—		—		—			11,719		—		—			11,719
Prepayments and other	14,734		95,194		—		—			109,928		2,443		(8,223		)	104,148
Total current assets	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	31,808		2,873,350		902		—			2,906,060		1,024,311		(259,832		)	3,670,539
Investment in subsidiaries	5,912,233		291,912		—		(6,204,145		)	—		—		—			—
Intangibles and other assets	30,082		2,388,844		25,000		(25,000		)	2,418,926		362,919		(4,742		)	2,777,103
Total assets	$	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	$	11,457	$	1,117,429	$	2	$	—		$	1,128,888	$	17,881	$	(38,631	)	$	1,108,138
Intercompany accounts payable	568,881		—		—		(568,881		)	—		—		—			—
Income taxes payable	19,642		—		—		—			19,642		—		—			19,642
Accrued liabilities	41,403		45,331		1,382		—			88,116		26,321		(8,223		)	106,214
Deferred income tax liabilities	17,409		—		—		—			17,409		—		—			17,409
Total current liabilities	658,792		1,162,760		1,384		(568,881		)	1,254,055		44,202		(46,854		)	1,251,403

Long-term debt	179,144		33,167		—		(25,000		)	187,311		867,579		—			1,054,890
Liability to HEP	—		233,217		—		—			233,217		—		(233,217		)	—
Deferred income tax liabilities	646,503		—		—		—			646,503		367		—			646,870
Other long-term liabilities	43,451		92,023		—		—			135,474		47,170		(5,886		)	176,758

Investment in HEP	—		—		133,995		—			133,995		—		(133,995		)	—
Equity – HollyFrontier	5,516,941		5,912,233		291,912		(6,204,145		)	5,516,941		380,172		(373,529		)	5,523,584
Equity – noncontrolling interest	—		—		—		—			—		95,082		482,053			577,135
Total liabilities and equity	$	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 Statement of Income and Comprehensive Income	Condensed Consolidating Statement of Income and Comprehensive Income																									Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended June 30, 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
Three Months Ended September 30, 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)																									(In thousands)
Sales and other revenues		$	168		$	3,686,476		$	—		$	—		$	3,686,644		$	83,479		$	(68,211	)	$	3,701,912			$	107		$	3,571,188	$	1		$	—		$	3,571,296		$	88,389		$	(73,862	)	$	3,585,823
Operating costs and expenses:
Cost of products sold		—			2,954,989			—			—			2,954,989			—			(67,514		)	2,887,475				—			2,726,848		—			(91		)	2,726,757			—			(72,898		)	2,653,859
Lower of cost or market inventory valuation adjustment		—			(135,480		)	—			—			(135,480		)	—			—			(135,480		)		—			225,451		—			—			225,451			—			—			225,451
Operating expenses		—			220,790			—			—			220,790			25,289			86			246,165				—			239,653		—			796			240,449			25,095			(146		)	265,398
General and administrative		22,808			571			42			—			23,421			2,696			—			26,117				27,084			680		14			(705		)	27,073			3,673			—			30,746
Depreciation and amortization		2,582			74,120			8			—			76,710			14,660			(3,567		)	87,803				2,861			72,584		8			—			75,453			15,919			(3,608		)	87,764
Total operating costs and expenses		25,390			3,114,990			50			—			3,140,430			42,645			(70,995		)	3,112,080				29,945			3,265,216		22			—			3,295,183			44,687			(76,652		)	3,263,218
Income (loss) from operations		(25,222		)	571,486			(50		)	—			546,214			40,834			2,784			589,832				(29,838		)	305,972		(21		)	—			276,113			43,702			2,790			322,605
Other income (expense):
Earnings (loss) of equity method investments		593,825			20,334			20,175			(614,159		)	20,175			631			(20,175		)	631				336,756			22,006		21,799			(358,762		)	21,799			1,269			(21,799		)	1,269
Interest income (expense)		(537		)	1,918			199			—			1,580			(9,053		)	(2,318		)	(9,791		)		(998		)	1,740		219			—			961			(9,106		)	(2,284		)	(10,429		)
Loss on early extinguishment of debt		(1,368		)	—			—			—			(1,368		)	—			—			(1,368		)
Gain on sale of assets		714			87			—			—			801			72			—			873				16			7,036		—			—			7,052			176			—			7,228
		592,634			22,339			20,374			(614,159		)	21,188			(8,350		)	(22,493		)	(9,655		)		335,774			30,782		22,018			(358,762		)	29,812			(7,661		)	(24,083		)	(1,932		)
Income before income taxes		567,412			593,825			20,324			(614,159		)	567,402			32,484			(19,709		)	580,177				305,936			336,754		21,997			(358,762		)	305,925			36,041			(21,293		)	320,673
Income tax provision		207,054			—			—			—			207,054			(64		)	—			206,990				109,997			—		—			—			109,997			69			—			110,066
Net income		360,358			593,825			20,324			(614,159		)	360,348			32,548			(19,709		)	373,187				195,939			336,754		21,997			(358,762		)	195,928			35,972			(21,293		)	210,607
Less net income attributable to noncontrolling interest		—			—			(10		)	—			(10		)	1,743			10,630			12,363				—			—		(9		)	—			(9		)	831			13,463			14,285
Net income attributable to HollyFrontier stockholders		$	360,358		$	593,825		$	20,334		$	(614,159	)	$	360,358		$	30,805		$	(30,339	)	$	360,824			$	195,939		$	336,754	$	22,006		$	(358,762	)	$	195,937		$	35,141		$	(34,756	)	$	196,322
Comprehensive income attributable to HollyFrontier stockholders		$	356,676		$	588,016		$	20,422		$	(608,438	)	$	356,676		$	30,893		$	(30,427	)	$	357,142			$	190,414		$	327,419	$	21,903		$	(349,322	)	$	190,414		$	35,038		$	(34,653	)	$	190,799


Condensed Consolidating Statement of Income and Comprehensive Income	Condensed Consolidating Statement of Income and Comprehensive Income																							Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended June 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 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)																							(In thousands)
Sales and other revenues		$	179		$	5,362,277	$	(36	)	$	—		$	5,362,420	$	75,024		$	(64,844	)	$	5,372,600			$	103		$	5,303,131		$	—		$	—		$	5,303,234		$	82,141		$	(67,820	)	$	5,317,555
Operating costs and expenses:
Cost of products sold		—			4,738,586		—			—			4,738,586		—			(63,740		)	4,674,846				—			4,692,587			—			—			4,692,587			—			(66,694		)	4,625,893
Operating expenses		—			247,451		—			—			247,451		24,567			(364		)	271,654				—			255,871			—			—			255,871			25,456			(370		)	280,957
General and administrative		24,343			1,469		37			—			25,849		2,516			—			28,365				24,904			530			36			(587		)	24,883			2,266			—			27,149
Depreciation and amortization		2,010			87,473		—			—			89,483		15,477			(3,570		)	101,390				2,055			66,832			—			587			69,474			15,078			(3,607		)	80,945
Total operating costs and expenses		26,353			5,074,979		37			—			5,101,369		42,560			(67,674		)	5,076,255				26,959			5,015,820			36			—			5,042,815			42,800			(70,671		)	5,014,944
Income (loss) from operations		(26,174		)	287,298		(73		)	—			261,051		32,464			2,830			296,345				(26,856		)	287,311			(36		)	—			260,419			39,341			2,851			302,611
Other income (expense):
Earnings (loss) of equity method investments		303,788			14,546		16,132			(319,990		)	14,476		748			(16,132		)	(908		)		305,736			17,021			19,040			(324,884		)	16,913			880			(19,040		)	(1,247		)
Interest income (expense)		(373		)	1,944		143			—			1,714		(8,329		)	(2,337		)	(8,952		)		(1,227		)	1,962			144			—			879			(8,585		)	(2,328		)	(10,034		)
Loss on sale of assets																									—			(556		)	—			—			(556		)	—			—			(556		)
		303,415			16,490		16,275			(319,990		)	16,190		(7,581		)	(18,469		)	(9,860		)		304,509			18,427			19,184			(324,884		)	17,236			(7,705		)	(21,368		)	(11,837		)
Income before income taxes		277,241			303,788		16,202			(319,990		)	277,241		24,883			(15,639		)	286,485				277,653			305,738			19,148			(324,884		)	277,655			31,636			(18,517		)	290,774
Income tax provision		101,304			—		—			—			101,304		28			—			101,332				103,174			—			—			—			103,174			42			—			103,216
Net income		175,937			303,788		16,202			(319,990		)	175,937		24,855			(15,639		)	185,153				174,479			305,738			19,148			(324,884		)	174,481			31,594			(18,517		)	187,558
Less net income attributable to noncontrolling interest		—			—		—			—			—		1,416			7,308			8,724				—			—			—			—			—			1,509			11,043			12,552
Net income attributable to HollyFrontier stockholders		$	175,937		$	303,788	$	16,202		$	(319,990	)	$	175,937	$	23,439		$	(22,947	)	$	176,429			$	174,479		$	305,738		$	19,148		$	(324,884	)	$	174,481		$	30,085		$	(29,560	)	$	175,006
Comprehensive income attributable to HollyFrontier stockholders		$	197,313		$	338,556	$	15,909		$	(354,465	)	$	197,313	$	23,145		$	(22,653	)	$	197,805			$	169,050		$	296,622		$	19,584		$	(316,206	)	$	169,050		$	30,520		$	(29,993	)	$	169,577

2931

Table of Contents

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued


Condensed Consolidating Statement of Income and Comprehensive Income	Condensed Consolidating Statement of Income and Comprehensive Income																									Condensed Consolidating Statement of Income and Comprehensive Income
Six Months Ended June 30, 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
Nine Months Ended September 30, 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)																									(In thousands)
Sales and other revenues		$	274		$	6,675,868		$	—		$	—		$	6,676,142		$	173,235		$	(140,839	)	$	6,708,538			$	381		$	10,247,056	$	1		$	—		$	10,247,438		$	261,624		$	(214,701	)	$	10,294,361
Operating costs and expenses:
Cost of products sold		—			5,277,870			—			—			5,277,870			—			(139,022		)	5,138,848				—			8,004,718		—			(91		)	8,004,627			—			(211,920		)	7,792,707
Lower of cost or market inventory valuation adjustment		—			(142,026		)	—			—			(142,026		)	—			—			(142,026		)		—			83,425		—			—			83,425			—			—			83,425
Operating expenses		—			456,793			—			—			456,793			53,255			(287		)	509,761				—			696,446		—			796			697,242			78,350			(433		)	775,159
General and administrative		48,632			986			82			—			49,700			5,986			—			55,686				75,716			1,666		96			(705		)	76,773			9,659			—			86,432
Depreciation and amortization		4,908			141,044			16			—			145,968			28,950			(7,103		)	167,815				7,769			213,628		24			—			221,421			44,869			(10,711		)	255,579
Total operating costs and expenses		53,540			5,734,667			98			—			5,788,305			88,191			(146,412		)	5,730,084				83,485			8,999,883		120			—			9,083,488			132,878			(223,064		)	8,993,302
Income (loss) from operations		(53,266		)	941,201			(98		)	—			887,837			85,044			5,573			978,454				(83,104		)	1,247,173		(119		)	—			1,163,950			128,746			8,363			1,301,059
Other income (expense):
Earnings (loss) of equity method investments		978,226			32,369			40,617			(1,019,136		)	32,076			1,365			(40,617		)	(7,176		)		1,314,982			54,375		62,416			(1,377,898		)	53,875			2,634			(62,416		)	(5,907		)
Interest income (expense)		(839		)	3,967			374			—			3,502			(17,820		)	(4,665		)	(18,983		)		(1,835		)	5,707		593			—			4,465			(26,926		)	(6,949		)	(29,410		)
Loss on early extinguishment of debt		(1,368		)	—			—			—			(1,368		)	—			—			(1,368		)		(1,370		)	—		—			—			(1,370		)	—			—			(1,370		)
Gain on sale of assets		720			689			—			—			1,409			230			—			1,639				736			7,725		—			—			8,461			406			—			8,867
		976,739			37,025			40,991			(1,019,136		)	35,619			(16,225		)	(45,282		)	(25,888		)		1,312,513			67,807		63,009			(1,377,898		)	65,431			(23,886		)	(69,365		)	(27,820		)
Income before income taxes		923,473			978,226			40,893			(1,019,136		)	923,456			68,819			(39,709		)	952,566				1,229,409			1,314,980		62,890			(1,377,898		)	1,229,381			104,860			(61,002		)	1,273,239
Income tax provision		336,681			—			—			—			336,681			37			—			336,718				446,678			—		—			—			446,678			106			—			446,784
Net income		586,792			978,226			40,893			(1,019,136		)	586,775			68,782			(39,709		)	615,848				782,731			1,314,980		62,890			(1,377,898		)	782,703			104,754			(61,002		)	826,455
Less net income attributable to noncontrolling interest		—			—			(17		)	—			(17		)	5,770			22,395			28,148				—			—		(26		)	—			(26		)	6,601			35,858			42,433
Net income attributable to HollyFrontier stockholders		$	586,792		$	978,226		$	40,910		$	(1,019,136	)	$	586,792		$	63,012		$	(62,104	)	$	587,700			$	782,731		$	1,314,980	$	62,916		$	(1,377,898	)	$	782,729		$	98,153		$	(96,860	)	$	784,022
Comprehensive income attributable to HollyFrontier stockholders		$	571,588		$	953,098		$	40,703		$	(993,801	)	$	571,588		$	62,805		$	(61,897	)	$	572,496			$	762,002		$	1,280,517	$	62,606		$	(1,343,123	)	$	762,002		$	97,843		$	(96,550	)	$	763,295


Condensed Consolidating Statement of Income and Comprehensive Income	Condensed Consolidating Statement of Income and Comprehensive Income																						Condensed Consolidating Statement of Income and Comprehensive Income
Six Months Ended June 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
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)																						(In thousands)
Sales and other revenues		$	280		$	10,137,400	$	935	$	—		$	10,138,615	$	162,036		$	(136,998	)	$	10,163,653			$	383		$	15,440,531		$	935	$	—		$	15,441,849		$	244,177		$	(204,818	)	$	15,481,208
Operating costs and expenses:
Cost of products sold		—			8,948,308		—		—			8,948,308		—			(134,842		)	8,813,466				—			13,640,897			—		—			13,640,897			—			(201,538		)	13,439,359
Operating expenses		—			498,927		—		—			498,927		47,379			(686		)	545,620				—			754,798			—		—			754,798			72,835			(1,056		)	826,577
General and administrative		45,450			4,095		76		—			49,621		5,667			—			55,288				70,354			4,038			112		—			74,504			7,933			—			82,437
Depreciation and amortization		3,800			154,580		—		—			158,380		30,661			(7,103		)	181,938				5,855			221,999			—		—			227,854			45,739			(10,710		)	262,883
Total operating costs and expenses		49,250			9,605,910		76		—			9,655,236		83,707			(142,631		)	9,596,312				76,209			14,621,732			112		—			14,698,053			126,507			(213,304		)	14,611,256
Income (loss) from operations		(48,970		)	531,490		859		—			483,379		78,329			5,633			567,341				(75,826		)	818,799			823		—			743,796			117,670			8,486			869,952
Other income (expense):
Earnings (loss) of equity method investments		566,147			30,568		32,415		(599,694		)	29,436		1,270			(32,415		)	(1,709		)		871,883			47,589			51,455		(924,578		)	46,349			2,150			(51,455		)	(2,956		)
Interest income (expense)		(797		)	4,089		273		—			3,565		(18,780		)	(4,679		)	(19,894		)		(2,024		)	6,051			417		—			4,444			(27,365		)	(7,007		)	(29,928		)
Loss on early extinguishment of debt		—			—		—		—			—		(7,677		)	—			(7,677		)		—			—			—		—			—			(7,677		)	—			(7,677		)
Loss on sale of assets																								—			(556		)	—		—			(556		)	—			—			(556		)
		565,350			34,657		32,688		(599,694		)	33,001		(25,187		)	(37,094		)	(29,280		)		869,859			53,084			51,872		(924,578		)	50,237			(32,892		)	(58,462		)	(41,117		)
Income before income taxes		516,380			566,147		33,547		(599,694		)	516,380		53,142			(31,461		)	538,061				794,033			871,883			52,695		(924,578		)	794,033			84,778			(49,976		)	828,835
Income tax provision		188,843			—		—		—			188,843		103			—			188,946				292,017			—			—		—			292,017			145			—			292,162
Net income		327,537			566,147		33,547		(599,694		)	327,537		53,039			(31,461		)	349,115				502,016			871,883			52,695		(924,578		)	502,016			84,633			(49,976		)	536,673
Less net income attributable to noncontrolling interest		—			—		—		—			—		5,053			15,572			20,625				—			—			—		—			—			6,562			26,615			33,177
Net income attributable to HollyFrontier stockholders		$	327,537		$	566,147	$	33,547	$	(599,694	)	$	327,537	$	47,986		$	(47,033	)	$	328,490			$	502,016		$	871,883		$	52,695	$	(924,578	)	$	502,016		$	78,071		$	(76,591	)	$	503,496
Comprehensive income attributable to HollyFrontier stockholders		$	402,155		$	687,940	$	33,291	$	(721,231	)	$	402,155	$	47,730		$	(46,777	)	$	403,108			$	571,205		$	984,562		$	52,875	$	(1,037,437	)	$	571,205		$	78,250		$	(76,770	)	$	572,685

3032

~~Table of Contents~~

~~HOLLYFRONTIER CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited) Continued~~

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 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 $ (348,026 ) $ 803,368
$ 47,880
$ —
$ 503,222
$ 110,611
$ (43,893 ) $ 569,940

Cash flows from investing activities
Additions to properties, plants and equipment (7,180 ) (259,857 ) (63 ) —
(267,100 ) —
—
(267,100 )
Additions to properties, plants and equipment – HEP —
—
—
—
—
(49,813 ) —
(49,813 )
Purchases of marketable securities (246,008 ) —
—
—
(246,008 ) —
—
(246,008 )
Sales and maturities of marketable securities 327,310
—
—
—
327,310
—
—
327,310
Other, net —
1,846
—
—
1,846
386
—
2,232
Net advances to Parent —
(544,445 ) (47,877 ) 592,322
—
—
—
—
74,122
(802,456 ) (47,940 ) 592,322
(183,952 ) (49,427 ) —
(233,379 )

Cash flows from financing activities
Net borrowings under credit agreement – HEP —
—
—
—
—
33,000
—
33,000
Redemption of senior notes - HFC (155,156 ) —
—
—
(155,156 ) —
—
(155,156 )
Purchase of treasury stock (320,132 ) —
—
—
(320,132 ) —
—
(320,132 )
Accelerated stock repurchase forward contract (60,000 ) —
—
—
(60,000 ) —
—
(60,000 )
Dividends (125,192 ) —
—
—
(125,192 ) —
—
(125,192 )
Distributions to noncontrolling interest —
—
—
—
—
(85,489 ) 43,893
(41,596 )
Other, net (113 ) (912 ) 15
—
(1,010 ) (1,101 ) —
(2,111 )
Net advances from subsidiaries 592,322
—
—
(592,322 ) —
—
—
—
(68,271 ) (912 ) 15
(592,322 ) (661,490 ) (53,590 ) 43,893
(671,187 )

Cash and cash equivalents
Increase (decrease) for the period (342,175 ) —
(45 ) —
(342,220 ) 7,594
—
(334,626 )
Beginning of period 565,080
—
75
—
565,155
2,830
—
567,985
End of period $ 222,905
$ —
$ 30
$ —
$ 222,935
$ 10,424
$ —
$ 233,359

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
Six Months Ended June 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
Nine Months Ended September 30, 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)																									(In thousands)
Cash flows from operating activities		$	(144,972	)	$	773,845		$	38,968		$	—		$	667,841		$	92,667		$	(39,029	)	$	721,479			$	(525,515	)	$	1,257,692		$	72,388		$	—		$	804,565		$	165,527		$	(66,751	)	$	903,341

Cash flows from investing activities:
Cash flows from investing activities
Additions to properties, plants and equipment		(6,329		)	(199,132		)	(526		)	—			(205,987		)	—			—			(205,987		)		(8,126		)	(408,422		)	(63		)	—			(416,611		)	—			—			(416,611		)
Additions to properties, plants and equipment – HEP		—			—			—			—			—			(38,782		)	—			(38,782		)		—			—			—			—			—			(57,286		)	—			(57,286		)
Purchase interest in equity company																											—			—			—			—			—			(54,641		)	—			(54,641		)
Proceeds from sale of assets																											—			15,187			—			—			15,187			644			—			15,831
Purchases of marketable securities		(498,080		)	—			—			—			(498,080		)	—			—			(498,080		)		(402,984		)	—			—			—			(402,984		)	—			—			(402,984		)
Sales and maturities of marketable securities		543,604			—			—			—			543,604			—			—			543,604				490,251			—			—			—			490,251			—			—			490,251
Other, net		—			5,021			—			—			5,021			—			—			5,021
Net advances to Parent		—			(582,930		)	(38,604		)	621,534			—			—			—			—				—			(863,068		)	(72,389		)	935,457			—			—			—			—
		39,195			(777,041		)	(39,130		)	621,534			(155,442		)	(38,782		)	—			(194,224		)		79,141			(1,256,303		)	(72,452		)	935,457			(314,157		)	(111,283		)	—			(425,440		)

Cash flows from financing activities:
Cash flows from financing activities
Net borrowings under credit agreement – HEP		—			—			—			—			—			180,000			—			180,000				—			—			—			—			—			83,000			—			83,000
Redemption of senior notes		—			—			—			—			—			(156,188		)	—			(156,188		)
Inventory repurchase obligation					5,964									5,964			—			—			5,964
Redemption of senior notes - HFC																											(155,156		)	—			—			—			(155,156		)	—			—			(155,156		)
Purchase of treasury stock		(20,135		)	—			—			—			(20,135		)	—			—			(20,135		)		(481,766		)	—			—			—			(481,766		)	—			—			(481,766		)
Dividends		(323,088		)	—			—			—			(323,088		)	—			—			(323,088		)		(187,372		)	—			—			—			(187,372		)	—			—			(187,372		)
Distributions to noncontrolling interest		—			—			—			—			—			(77,577		)	39,029			(38,548		)		—			—			—			—			—			(128,117		)	66,751			(61,366		)
Excess tax benefit from equity-based compensation		3,778			—			—			—			3,778			—			—			3,778
Other, net		—			(808		)	375			—			(433		)	(406		)	—			(839		)		(1,020		)	(1,389		)	15			—			(2,394		)	(1,101		)	—			(3,495		)
Net advances from subsidiaries		621,534			—			—			(621,534		)	—			—			—			—				935,457			—			—			(935,457		)	—			—			—			—
		282,089			5,156			375			(621,534		)	(333,914		)	(54,171		)	39,029			(349,056		)		110,143			(1,389		)	15			(935,457		)	(826,688		)	(46,218		)	66,751			(806,155		)

Cash and cash equivalents
Increase (decrease) for the period:		176,312			1,960			213			—			178,485			(286		)	—			178,199
Increase (decrease) for the period																											(336,231		)	—			(49		)	—			(336,280		)	8,026			—			(328,254		)
Beginning of period		931,920			1,817			14			—			933,751			6,352			—			940,103				565,080			—			75			—			565,155			2,830			—			567,985
End of period		$	1,108,232		$	3,777		$	227		$	—		$	1,112,236		$	6,066		$	—		$	1,118,302			$	228,849		$	—		$	26		$	—		$	228,875		$	10,856		$	—		$	239,731

3233

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued



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
	(In thousands)
Cash flows from operating activities	$	(260,533	)	$	930,722		$	55,047		$	—		$	725,236		$	140,154		$	(59,457	)	$	805,933

Cash flows from investing activities:
Additions to properties, plants and equipment	(8,373		)	(298,272		)	(831		)	—			(307,476		)	—			—			(307,476		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(61,657		)	—			(61,657		)
Proceeds from sale of assets	—			14,711			—			—			14,711			—			—			14,711
Purchases of marketable securities	(762,224		)	—			—			—			(762,224		)	—			—			(762,224		)
Sales and maturities of marketable securities	863,769			—			—			—			863,769			—			—			863,769
Other, net	—			5,021			—			—			5,021			—			—			5,021
Net advances to Parent	—			(649,294		)	(54,565		)	703,859			—			—			—			—
	93,172			(927,834		)	(55,396		)	703,859			(186,199		)	(61,657		)	—			(247,856		)

Cash flows from financing activities:
Net borrowings under credit agreement – HEP	—			—			—			—			—			192,000			—			192,000
Redemption of senior notes	—			—			—			—			—			(156,188		)	—			(156,188		)
Purchase of treasury stock	(133,150		)	—			—			—			(133,150		)	—			—			(133,150		)
Dividends	(485,766		)	—			—			—			(485,766		)	—			—			(485,766		)
Distributions to noncontrolling interest	—			—			—			—			—			(117,930		)	59,457			(58,473		)
Excess tax benefit from equity-based compensation	4,482			—			—			—			4,482			—			—			4,482
Other, net	(3,257		)	(1,231		)	493			—			(3,995		)	(1,064		)	—			(5,059		)
Net advances from subsidiaries	703,859			—			—			(703,859		)	—			—			—			—
	86,168			(1,231		)	493			(703,859		)	(618,429		)	(83,182		)	59,457			(642,154		)

Cash and cash equivalents
Increase (decrease) for the period:	(81,193		)	1,657			144			—			(79,392		)	(4,685		)	—			(84,077		)
Beginning of period	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

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 nameplate 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 ~~June~~September 30, 2015, net income attributable to HollyFrontier stockholders was $~~360.8~~196.3 million compared to $~~176.4~~175.0 million for the three months ended ~~June~~September 30, 2014. For the ~~six~~nine months ended ~~June~~September 30, 2015, net income attributable to HollyFrontier stockholders was ~~$587.7~~$784.0 million compared to ~~$328.5~~$503.5 million for the ~~six~~nine months ended ~~June~~September 30, 2014. Our financial results for the ~~second~~third quarter of 2015 reflect a ~~$135.5~~$225.5 million ($~~82.7~~146.3 million after-tax) non-cash ~~gain~~charge attributable to our ~~second~~third quarter lower of cost or market inventory adjustment. Excluding this inventory valuation charge, after-tax earnings for the three months ended September 30, 2015 was $342.6 million, or $1.82 per share.

Overall gross refining margins per produced product sold increased ~~20%~~27% and ~~17%~~21% over the respective three and ~~six~~nine months ended ~~June~~September 30, 2014. For the ~~second~~third quarter, our financial results reflect strong operational reliability across our refining system. We reported a new record quarter in terms of utilization rate, averaging ~~446,000~~460,000 BPD of crude. Strong operations, improved realized margins, ~~and~~ lower costs and share repurchases drove ~~a greater than 60%~~an 18% increase in earnings per share (over 100% excluding the third quarter lower of cost or market inventory valuation charge) compared to the ~~second~~third quarter of 2014. July 2015 refinery performance continued to be strong with several of our plants operating at record crude processing levels. We expect high refinery utilization rates together with a constructive margin environment to drive solid financial results for the remainder 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). We expect continued volatility in the pricing relationship between inland and coastal crude, which is currently averaging approximately ~~$4.00~~$3.00 per barrel.

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 due to real or perceived future shortages in RINs. As of ~~June~~September 30, 2015, we are purchasing RINs in order to meet approximately half of our renewable fuel requirements.

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

3335

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RESULTS OF OPERATIONS

Financial Data (Unaudited)


	Three Months Ended June 30,						Change from 2014					Three Months Ended September 30,						Change from 2014
	2015			2014			Change			Percent		2015			2014			Change			Percent
	(In thousands, except per share data)											(In thousands, except per share data)
Sales and other revenues	$	3,701,912		$	5,372,600		$	(1,670,688	)	(31	)%	$	3,585,823		$	5,317,555		$	(1,731,732	)	(33	)%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)	2,887,475			4,674,846			(1,787,371		)	(38	)	2,653,859			4,625,893			(1,972,034		)	(43	)
Lower of cost or market inventory valuation adjustment	(135,480		)	—			(135,480		)	—		225,451			—			225,451			—
	2,751,995			4,674,846			(1,922,851		)	(41	)	2,879,310			4,625,893			(1,746,583		)	(38	)
Operating expenses (exclusive of depreciation and amortization)	246,165			271,654			(25,489		)	(9	)	265,398			280,957			(15,559		)	(6	)
General and administrative expenses (exclusive of depreciation and amortization)	26,117			28,365			(2,248		)	(8	)	30,746			27,149			3,597			13
Depreciation and amortization	87,803			101,390			(13,587		)	(13	)	87,764			80,945			6,819			8
Total operating costs and expenses	3,112,080			5,076,255			(1,964,175		)	(39	)	3,263,218			5,014,944			(1,751,726		)	(35	)
Income from operations	589,832			296,345			293,487			99		322,605			302,611			19,994			7
Other income (expense):
Earnings (loss) of equity method investments	631			(908		)	1,539			169		1,269			(1,247		)	2,516			202
Interest income	768			1,184			(416		)	(35	)	673			1,004			(331		)	(33	)
Interest expense	(10,559		)	(10,136		)	(423		)	4		(11,102		)	(11,038		)	(64		)	1
Loss on early extinguishment of debt	(1,368		)	—			(1,368		)	—
Gain on sale of assets	873			—			873			—
Gain (loss) on sale of assets												7,228			(556		)	7,784			(1,400	)
	(9,655		)	(9,860		)	205			(2	)	(1,932		)	(11,837		)	9,905			(84	)
Income before income taxes	580,177			286,485			293,692			103		320,673			290,774			29,899			10
Income tax provision	206,990			101,332			105,658			104		110,066			103,216			6,850			7
Net income	373,187			185,153			188,034			102		210,607			187,558			23,049			12
Less net income attributable to noncontrolling interest	12,363			8,724			3,639			42		14,285			12,552			1,733			14
Net income attributable to HollyFrontier stockholders	$	360,824		$	176,429		$	184,395		105	%	$	196,322		$	175,006		$	21,316		12	%
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	1.88		$	0.89		$	0.99		111	%	$	1.05		$	0.88		$	0.17		19	%
Diluted	$	1.88		$	0.89		$	0.99		111	%	$	1.04		$	0.88		$	0.16		18	%
Cash dividends declared per common share	$	0.33		$	0.82		$	(0.49	)	(60	)%	$	0.33		$	0.82		$	(0.49	)	(60	)%
Average number of common shares outstanding:
Basic	191,355			198,139			(6,784		)	(3	)%	187,208			197,261			(10,053		)	(5	)%
Diluted	191,454			198,380			(6,926		)	(3	)%	187,344			197,535			(10,191		)	(5	)%

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	Six Months Ended June 30,						Change from 2014					Nine Months Ended September 30,						Change from 2014
	2015			2014			Change			Percent		2015			2014			Change			Percent
	(In thousands, except per share data)											(In thousands, except per share data)
Sales and other revenues	$	6,708,538		$	10,163,653		$	(3,455,115	)	(34	)%	$	10,294,361		$	15,481,208		$	(5,186,847	)	(34	)%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)	5,138,848			8,813,466			(3,674,618		)	(42	)	7,792,707			13,439,359			(5,646,652		)	(42	)
Lower of cost or market inventory valuation adjustment	(142,026		)	—			(142,026		)	—		83,425			—			83,425			—
	4,996,822			8,813,466			(3,816,644		)	(43	)	7,876,132			13,439,359			(5,563,227		)	(41	)
Operating expenses (exclusive of depreciation and amortization)	509,761			545,620			(35,859		)	(7	)	775,159			826,577			(51,418		)	(6	)
General and administrative expenses (exclusive of depreciation and amortization)	55,686			55,288			398			1		86,432			82,437			3,995			5
Depreciation and amortization	167,815			181,938			(14,123		)	(8	)	255,579			262,883			(7,304		)	(3	)
Total operating costs and expenses	5,730,084			9,596,312			(3,866,228		)	(40	)	8,993,302			14,611,256			(5,617,954		)	(38	)
Income from operations	978,454			567,341			411,113			72		1,301,059			869,952			431,107			50
Other income (expense):
Loss of equity method investments	(7,176		)	(1,709		)	(5,467		)	320		(5,907		)	(2,956		)	(2,951		)	100
Interest income	1,730			2,589			(859		)	(33	)	2,403			3,593			(1,190		)	(33	)
Interest expense	(20,713		)	(22,483		)	1,770			(8	)	(31,813		)	(33,521		)	1,708			(5	)
Loss on early extinguishment of debt	(1,368		)	(7,677		)	6,309			(82	)	(1,370		)	(7,677		)	6,307			(82	)
Gain on sale of assets	1,639			—			1,639			—
Gain (loss) on sale of assets												8,867			(556		)	9,423			(1,695	)
	(25,888		)	(29,280		)	3,392			(12	)	(27,820		)	(41,117		)	13,297			(32	)
Income before income taxes	952,566			538,061			414,505			77		1,273,239			828,835			444,404			54
Income tax provision	336,718			188,946			147,772			78		446,784			292,162			154,622			53
Net income	615,848			349,115			266,733			76		826,455			536,673			289,782			54
Less net income attributable to noncontrolling interest	28,148			20,625			7,523			36		42,433			33,177			9,256			28
Net income attributable to HollyFrontier stockholders	$	587,700		$	328,490		$	259,210		79	%	$	784,022		$	503,496		$	280,526		56	%
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	3.03		$	1.65		$	1.38		84	%	$	4.09		$	2.54		$	1.55		61	%
Diluted	$	3.03		$	1.65		$	1.38		84	%	$	4.09		$	2.53		$	1.56		62	%
Cash dividends declared per common share	$	0.65		$	1.62		$	(0.97	)	(60	)%	$	0.98		$	2.44		$	(1.46	)	(60	)%
Average number of common shares outstanding:
Basic	193,202			198,217			(5,015		)	(3	)%	191,182			197,895			(6,713		)	(3	)%
Diluted	193,279			198,408			(5,129		)	(3	)%	191,282			198,096			(6,814		)	(3	)%

Balance Sheet Data


	June 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
	(Unaudited)				(Unaudited)
	(In thousands)				(In thousands)
Cash, cash equivalents and total investments in marketable securities	$	626,218	$	1,042,095
Cash, cash equivalents and short-term investments in marketable securities					$	626,784	$	1,042,095
Working capital	$	1,279,048	$	1,531,595	$	1,215,220	$	1,531,595
Total assets	$	9,145,286	$	9,230,640	$	9,071,637	$	9,230,640
Long-term debt	$	933,162	$	1,054,890	$	982,846	$	1,054,890
Total equity	$	6,167,955	$	6,100,719	$	6,181,684	$	6,100,719

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Table of Content

Other Financial Data (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
	(In thousands)												(In thousands)
Net cash provided by operating activities	$	323,048		$	326,550		$	569,940		$	721,479		$	333,401		$	84,454		$	903,341		$	805,933
Net cash used for investing activities	$	(121,282	)	$	(81,175	)	$	(233,379	)	$	(194,224	)	$	(192,061	)	$	(53,632	)	$	(425,440	)	$	(247,856	)
Net cash used for financing activities	$	(562,499	)	$	(201,708	)	$	(671,187	)	$	(349,056	)	$	(134,968	)	$	(293,098	)	$	(806,155	)	$	(642,154	)
Capital expenditures	$	144,294		$	120,488		$	316,913		$	244,769		$	156,984		$	124,364		$	473,897		$	369,133
EBITDA ⁽¹⁾	$	666,776		$	388,103		$	1,112,584		$	726,945		$	404,581		$	369,201		$	1,517,165		$	1,096,146

(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 non-cash effects of lower of cost or market inventory valuation adjustments and 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 June 30, Six Months Ended June 30,
2015 2014 2015 2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) ⁽¹⁾
279,940
266,080
269,010
260,590
Refinery throughput (BPD) ⁽²⁾
294,600
283,300
281,940
275,150
Refinery production (BPD) ⁽³⁾
283,120
280,060
271,240
270,670
Sales of produced refined products (BPD) 271,860
272,470
264,130
259,920
Sales of refined products (BPD) ⁽⁴⁾
292,790
279,840
280,140
271,730
Refinery utilization ⁽⁵⁾
107.7 % 102.3 % 103.5 % 100.2 %

Average per produced barrel ⁽⁶⁾

Net sales $ 79.95
$ 117.68
$ 75.96
$ 115.59
Cost of products ⁽⁷⁾
64.60
104.67
59.70
101.85
Refinery gross margin ⁽⁸⁾
15.35
13.01
16.26
13.74
Refinery operating expenses ⁽⁹⁾
4.35
4.84
4.62
5.29
Net operating margin ⁽⁸⁾
$ 11.00
$ 8.17
$ 11.64
$ 8.45

Refinery operating expenses per throughput barrel ⁽¹⁰⁾
$ 4.01
$ 4.65
$ 4.33
$ 5.00

Feedstocks:
Sweet crude oil 59 % 72 % 60 % 73 %
Sour crude oil 20 % 6 % 20 % 5 %
Heavy sour crude oil 16 % 16 % 15 % 17 %
Other feedstocks and blends 5 % 6 % 5 % 5 %
Total 100 % 100 % 100 % 100 %

~~Table of Content~~

Three Months Ended June 30, Six Months Ended June 30,
2015 2014 2015 2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
Sales of produced refined products:
Gasolines 48 % 44 % 48 % 46 %
Diesel fuels 36 % 36 % 35 % 33 %
Jet fuels 6 % 7 % 7 % 8 %
Fuel oil 1 % 1 % 1 % 1 %
Asphalt 2 % 2 % 2 % 2 %
Lubricants 4 % 4 % 4 % 4 %
LPG and other 3 % 6 % 3 % 6 %
Total 100 % 100 % 100 % 100 %

Southwest Region (Navajo Refinery)
Crude charge (BPD) ⁽¹⁾
104,050
102,570
97,660
99,400
Refinery throughput (BPD) ⁽²⁾
114,630
113,840
109,370
111,240
Refinery production (BPD) ⁽³⁾
113,320
111,080
107,640
108,880
Sales of produced refined products (BPD) 116,710
110,140
111,450
107,390
Sales of refined products (BPD) ⁽⁴⁾
124,710
119,060
121,420
114,670
Refinery utilization ⁽⁵⁾
104.1 % 102.6 % 97.7 % 99.4 %

Average per produced barrel ⁽⁶⁾

Net sales $ 80.78
$ 121.74
$ 74.31
$ 118.98
Cost of products ⁽⁷⁾
60.32
105.44
55.87
103.68
Refinery gross margin ⁽⁸⁾
20.46
16.30
18.44
15.30
Refinery operating expenses ⁽⁹⁾
3.99
4.97
4.68
5.28
Net operating margin ⁽⁸⁾
$ 16.47
$ 11.33
$ 13.76
$ 10.02

Refinery operating expenses per throughput barrel ⁽¹⁰⁾
$ 4.06
$ 4.81
$ 4.77
$ 5.10

Feedstocks:
Sweet crude oil 33 % 8 % 31 % 6 %
Sour crude oil 58 % 81 % 58 % 79 %
Heavy sour crude oil — % 1 % — % 4 %
Other feedstocks and blends 9 % 10 % 11 % 11 %
Total 100 % 100 % 100 % 100 %

Sales of produced refined products:
Gasolines 54 % 53 % 55 % 54 %
Diesel fuels 39 % 39 % 38 % 38 %
Fuel oil 3 % 4 % 2 % 4 %
Asphalt 1 % 1 % 1 % 1 %
LPG and other 3 % 3 % 4 % 3 %
Total 100 % 100 % 100 % 100 %

Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) ⁽¹⁾
62,110
70,310
64,770
67,660
Refinery throughput (BPD) ⁽²⁾
67,320
75,450
70,790
73,150
Refinery production (BPD) ⁽³⁾
63,070
72,150
66,550
70,110
Sales of produced refined products (BPD) 59,100
76,060
62,620
73,660
Sales of refined products (BPD) ⁽⁴⁾
64,800
78,510
68,450
76,750
Refinery utilization ⁽⁵⁾
74.8 % 84.7 % 78.0 % 81.5 %

~~Table of Content~~

Three Months Ended June 30, Six Months Ended June 30,
2015 2014 2015 2014
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Average per produced barrel ⁽⁶⁾

Net sales $ 81.84
$ 116.90
$ 73.33
$ 113.89
Cost of products ⁽⁷⁾
60.88
99.41
55.28
97.07
Refinery gross margin ⁽⁸⁾
20.96
17.49
18.05
16.82
Refinery operating expenses ⁽⁹⁾
11.02
9.74
10.61
9.40
Net operating margin ⁽⁸⁾
$ 9.94
$ 7.75
$ 7.44
$ 7.42

Refinery operating expenses per throughput barrel ⁽¹⁰⁾
$ 9.67
$ 9.82
$ 9.39
$ 9.47

Feedstocks:
Sweet crude oil 42 % 43 % 41 % 43 %
Sour crude oil — % 1 % — % 1 %
Heavy sour crude oil 38 % 33 % 38 % 32 %
Black wax crude oil 12 % 16 % 12 % 16 %
Other feedstocks and blends 8 % 7 % 9 % 8 %
Total 100 % 100 % 100 % 100 %

Sales of produced refined products:
Gasolines 56 % 54 % 57 % 54 %
Diesel fuels 38 % 32 % 37 % 32 %
Fuel oil 2 % 1 % 2 % 1 %
Asphalt 2 % 7 % 2 % 6 %
LPG and other 2 % 6 % 2 % 7 %
Total 100 % 100 % 100 % 100 %


Consolidated
													Three Months Ended September 30,						Nine Months Ended September 30,
													2015			2014			2015			2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) ⁽¹⁾	446,100			438,960			431,440			427,650			277,290			252,310			271,800			257,800
Refinery throughput (BPD) ⁽²⁾	476,550			472,590			462,100			459,540			295,250			258,950			286,420			269,700
Refinery production (BPD) ⁽³⁾	459,510			463,290			445,430			449,660			282,370			254,480			274,990			265,210
Sales of produced refined products (BPD)	447,670			458,670			438,200			440,970			267,360			249,850			265,210			256,520
Sales of refined products (BPD) ⁽⁴⁾	482,300			477,410			470,010			463,150			312,990			280,220			291,210			274,580
Refinery utilization ⁽⁵⁾	100.7		%	99.1		%	97.4		%	96.5		%	106.7		%	97.0		%	104.5		%	99.2		%

Average per produced barrel ⁽⁶⁾
Net sales	$	80.41		$	118.53		$	75.16		$	116.13		$	74.15		$	113.67		$	75.34		$	114.96
Cost of products ⁽⁷⁾	62.99			103.99			58.09			101.50			55.48			100.32			58.27			101.35
Refinery gross margin ⁽⁸⁾	17.42			14.54			17.07			14.63			18.67			13.35			17.07			13.61
Refinery operating expenses ⁽⁹⁾	5.14			5.69			5.49			5.97			4.79			5.56			4.68			5.38
Net operating margin ⁽⁸⁾	$	12.28		$	8.85		$	11.58		$	8.66		$	13.88		$	7.79		$	12.39		$	8.23

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	4.83		$	5.52		$	5.21		$	5.73		$	4.34		$	5.36		$	4.33		$	5.12

Feedstocks:
Sweet crude oil	50		%	52		%	50		%	52		%	60		%	73		%	60		%	73		%
Sour crude oil	27		%	23		%	26		%	22		%	24		%	10		%	22		%	6		%
Heavy sour crude oil	15		%	15		%	15		%	16		%	10		%	15		%	13		%	16		%
Black wax crude oil	2		%	3		%	2		%	3		%
Other feedstocks and blends	6		%	7		%	7		%	7		%	6		%	2		%	5		%	5		%
Total	100		%	100		%	100		%	100		%	100		%	100		%	100		%	100		%

Table of Content


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Consolidated
Mid-Continent Region (El Dorado and Tulsa Refineries)
Sales of produced refined products:
Gasolines	51	%	48	%	51	%	49	%	49	%	47	%	48	%	46	%
Diesel fuels	37	%	36	%	36	%	34	%	34	%	32	%	35	%	33	%
Jet fuels	4	%	4	%	4	%	5	%	7	%	7	%	7	%	8	%
Fuel oil	1	%	2	%	1	%	2	%	1	%	1	%	1	%	1	%
Asphalt	2	%	3	%	2	%	3	%	2	%	3	%	2	%	2	%
Lubricants	2	%	2	%	3	%	2	%	4	%	4	%	4	%	4	%
LPG and other	3	%	5	%	3	%	5	%	3	%	6	%	3	%	6	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%



Southwest Region (Navajo Refinery)
Crude charge (BPD) ⁽¹⁾	104,910			98,290			100,100			99,030
Refinery throughput (BPD) ⁽²⁾	115,660			109,550			111,490			110,670
Refinery production (BPD) ⁽³⁾	113,890			107,120			109,750			108,290
Sales of produced refined products (BPD)	111,080			107,290			111,330			107,350
Sales of refined products (BPD) ⁽⁴⁾	117,320			116,570			120,040			115,310
Refinery utilization ⁽⁵⁾	104.9		%	98.3		%	100.1		%	99.0		%

Average per produced barrel ⁽⁶⁾
Net sales	$	71.52		$	116.09		$	73.37		$	118.01
Cost of products ⁽⁷⁾	51.65			98.39			54.45			101.90
Refinery gross margin ⁽⁸⁾	19.87			17.70			18.92			16.11
Refinery operating expenses ⁽⁹⁾	5.25			5.45			4.87			5.33
Net operating margin ⁽⁸⁾	$	14.62		$	12.25		$	14.05		$	10.78

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	5.04		$	5.34		$	4.86		$	5.17

Feedstocks:
Sweet crude oil	39		%	14		%	34		%	9		%
Sour crude oil	52		%	76		%	56		%	78		%
Heavy sour crude oil	—		%	—		%	—		%	3		%
Other feedstocks and blends	9		%	10		%	10		%	10		%
Total	100		%	100		%	100		%	100		%

Sales of produced refined products:
Gasolines	52		%	52		%	54		%	53		%
Diesel fuels	43		%	39		%	39		%	39		%
Fuel oil	2		%	4		%	2		%	4		%
Asphalt	1		%	1		%	1		%	1		%
LPG and other	2		%	4		%	4		%	3		%
Total	100		%	100		%	100		%	100		%



Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) ⁽¹⁾	77,890		59,020		69,190		64,750
Refinery throughput (BPD) ⁽²⁾	82,550		68,100		74,760		71,450
Refinery production (BPD) ⁽³⁾	77,930		66,030		70,380		68,730
Sales of produced refined products (BPD)	77,620		59,200		67,680		68,790
Sales of refined products (BPD) ⁽⁴⁾	80,530		62,770		72,520		72,040
Refinery utilization ⁽⁵⁾	93.8	%	71.1	%	83.4	%	78.0	%

Table of Content



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Average per produced barrel ⁽⁶⁾
Net sales	$	74.53		$	115.14		$	73.79		$	114.25
Cost of products ⁽⁷⁾	50.61			93.91			53.47			96.15
Refinery gross margin ⁽⁸⁾	23.92			21.23			20.32			18.10
Refinery operating expenses ⁽⁹⁾	8.10			11.63			9.64			10.05
Net operating margin ⁽⁸⁾	$	15.82		$	9.60		$	10.68		$	8.05

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	7.62		$	10.11		$	8.73		$	9.68

Feedstocks:
Sweet crude oil	46		%	44		%	43		%	44		%
Sour crude oil	—		%	2		%	—		%	2		%
Heavy sour crude oil	36		%	27		%	37		%	30		%
Black wax crude oil	12		%	14		%	12		%	15		%
Other feedstocks and blends	6		%	13		%	8		%	9		%
Total	100		%	100		%	100		%	100		%

Sales of produced refined products:
Gasolines	57		%	53		%	57		%	54		%
Diesel fuels	38		%	35		%	37		%	33		%
Fuel oil	3		%	2		%	3		%	1		%
Asphalt	—		%	5		%	1		%	6		%
LPG and other	2		%	5		%	2		%	6		%
Total	100		%	100		%	100		%	100		%



Consolidated
Crude charge (BPD) ⁽¹⁾	460,090			409,620			441,090			421,580
Refinery throughput (BPD) ⁽²⁾	493,460			436,600			472,670			451,820
Refinery production (BPD) ⁽³⁾	474,190			427,630			455,120			442,230
Sales of produced refined products (BPD)	456,060			416,310			444,220			432,660
Sales of refined products (BPD) ⁽⁴⁾	510,840			459,560			483,770			461,930
Refinery utilization ⁽⁵⁾	103.9		%	92.5		%	99.6		%	95.2		%

Average per produced barrel ⁽⁶⁾
Net sales	$	73.57		$	114.50		$	74.61		$	115.61
Cost of products ⁽⁷⁾	53.72			98.91			56.58			100.66
Refinery gross margin ⁽⁸⁾	19.85			15.59			18.03			14.95
Refinery operating expenses ⁽⁹⁾	5.46			6.39			5.48			6.11
Net operating margin ⁽⁸⁾	$	14.39		$	9.20		$	12.55		$	8.84

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	5.05		$	6.10		$	5.15		$	5.85

Feedstocks:
Sweet crude oil	52		%	54		%	51		%	53		%
Sour crude oil	27		%	25		%	26		%	23		%
Heavy sour crude oil	12		%	13		%	14		%	15		%
Black wax crude oil	2		%	2		%	2		%	2		%
Other feedstocks and blends	7		%	6		%	7		%	7		%
Total	100		%	100		%	100		%	100		%

Table of Content



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Consolidated
Sales of produced refined products:
Gasolines	51	%	49	%	51	%	49	%
Diesel fuels	37	%	34	%	36	%	34	%
Jet fuels	4	%	4	%	4	%	5	%
Fuel oil	1	%	2	%	1	%	2	%
Asphalt	1	%	2	%	2	%	3	%
Lubricants	3	%	3	%	3	%	2	%
LPG and other	3	%	6	%	3	%	5	%
Total	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.


(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 $~~135.5~~225.5 million and ~~$142.0~~$83.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively.


(9)	Represents operating expenses of our refineries, exclusive of depreciation and amortization.


(10)	Represents refinery operating expenses, exclusive of depreciation and amortization, divided by refinery throughput.

Results of Operations – Three Months Ended ~~June~~September 30, 2015 Compared to Three Months Ended ~~June~~September 30, 2014

Summary

Net income attributable to HollyFrontier stockholders for the three months ended ~~June~~September 30, 2015 was $~~360.8~~196.3 million ($~~1.88~~1.05 per basic and $1.04 per diluted share), a $~~184.4~~21.3 million increase compared to ~~$176.4~~$175.0 million ($~~0.89~~0.88 per basic and diluted share) for the three months ended ~~June~~September 30, 2014. Net income increased due principally to a year-over-year increase in third quarter refining margins, net of a current quarter non-cash lower of cost or market inventory valuation ~~gain~~charge of ~~$82.7~~$146.3 million, net of ~~tax, and a year-over-year increase in second quarter refining margins.~~tax. Refinery gross margins for the three months ended ~~June~~September 30, 2015 increased to ~~$17.42~~$19.85 per produced barrel from ~~$14.54~~$15.59 for the three months ended ~~June~~September 30, 2014.

Sales and Other Revenues

Sales and other revenues decreased 33% from ~~$5,372.6~~$5,317.6 million for the three months ended ~~June~~September 30, 2014 to ~~$3,701.9~~$3,585.8 million for the three months ended ~~June~~September 30, 2015 due to a year-over-year decrease in ~~second~~third quarter sales prices, partially offset by higher refined product sales volumes. The average sales price we received per produced barrel sold was $~~118.53~~114.50 for the three months ended ~~June~~September 30, 2014 compared to $~~80.41~~73.57 for the three months ended ~~June~~September 30, 2015. Sales and other revenues for the three months ended ~~June~~September 30, 2015 and 2014 include $~~15.2~~14.7 million ~~and~~ ~~$10.5 million, respectively,~~ in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties.

Cost of Products Sold

Total cost of products sold decreased ~~41%~~38% from ~~$4,674.8~~$4,625.9 million for the three months ended ~~June~~September 30, 2014 to ~~$2,752.0~~$2,879.3 million for the three months ended ~~June~~September 30, 2015, due principally to lower crude oil costs, partially offset by higher sales volumes of refined products. Additionally, this decrease ~~reflects~~is partially offset by a ~~$135.5~~$225.5 million ~~gain~~charge attributable to ~~the partial reversal of the $390.9 million lower of cost or market inventory reserve that was established at March 31, 2015 and~~ a new ~~$255.5~~$480.9 million lower of cost or market reserve at ~~June~~September 30, 2015. The reserve at ~~June~~September 30, 2015 is based on market conditions and prices at that time. 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 ~~39%~~46% from $~~103.99~~98.91 for the three months ended ~~June~~September 30, 2014 to $~~62.99~~53.72 for the three months ended ~~June~~September 30, 2015.

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Table of Content

Gross Refinery Margins

Gross refinery margin per produced barrel increased ~~20%~~27% from ~~$14.54~~$15.59 for the three months ended ~~June~~September 30, 2014 to ~~$17.42~~$19.85 for the three months ended ~~June~~September 30, 2015. This was due to the effects of decreased crude oil and feedstock prices, partially offset by a decrease in the average per barrel sales price for refined products sold 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, decreased 9%6% from $~~271.7~~281.0 million for the three months ended ~~June~~September 30, 2014 to $~~246.2~~265.4 million for the three months ended ~~June~~September 30, 2015. This decrease is principally due to lower ~~natural gas fuel and~~ repair and maintenance costs compared to the same period of 2014.

General and Administrative Expenses

General and administrative expenses ~~decreased 8%~~increased 13% from $~~28.4~~27.1 million for the three months ended ~~June~~September 30, 2014 to $~~26.1~~30.7 million for the three months ended ~~June~~September 30, 2015 due principally to ~~state high-wage credits recognized~~higher salary and incentive compensation expense during the current year quarter.

Depreciation and Amortization Expenses

Depreciation and amortization ~~decreased 13%~~increased 8% from $~~101.4~~80.9 million for the three months ended ~~June~~September 30, 2014 ~~compared~~ to $87.8 million for the three months ended ~~June~~September 30, 2015. This ~~decrease~~increase was due principally to ~~the recognition of higher accelerated~~ depreciation ~~levels of assets no longer in operation during 2014.~~and amortization attributable to capitalized improvement projects and capitalized refinery turnaround costs.

Interest Income

Interest income for the three months ended ~~June~~September 30, 2015 was ~~$0.8~~$0.7 million compared to ~~$1.2~~$1.0 million for the three months ended ~~June~~September 30, 2014. This decrease was due to lower investment levels in marketable debt securities during the current year quarter.

Interest Expense

Interest expense was $~~10.6~~11.1 million for the three months ended ~~June~~September 30, 2015 compared to $~~10.1~~11.0 million for the three months ended ~~June~~September 30, 2014. ~~This~~The slight increase ~~was~~is due to ~~the effects of~~interest attributable to higher HEP debt levels during the current year quarter relative to the same period of 2014. This was partially offset by lower HollyFrontier interest following the June 2015 redemption of the HollyFrontier $150.0 million 6.875% senior notes. For the three months ended ~~June~~September 30, 2015 and 2014, interest expense included ~~$9.1~~$9.5 million and ~~$8.3~~$8.6 million, respectively, in interest costs attributable to limited recourse debt that finances HEP operations.

~~Loss on Early Extinguishment of Debt~~

In June 2015, we redeemed our $150.0 million aggregate principal amount of 6.875% senior notes maturing November 2018 at a redemption cost of $155.2 million, at which time we recognized a $1.4 million early extinguishment loss consisting of a $5.2 million debt redemption premium, net of an unamortized premium of $3.8 million.

Income Taxes

For the three months ended ~~June~~September 30, 2015, we recorded income tax expense of $~~207.0~~110.1 million compared to $~~101.3~~103.2 million for the three months ended ~~June~~September 30, 2014. This increase is due principally to higher pre-tax earnings during the three months ended ~~June~~September 30, 2015 compared to the same period of 2014. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest, were ~~35.7%~~34.3% and ~~35.4%~~35.5% for the three months ended ~~June~~September 30, 2015 and 2014, respectively.

Results of Operations – ~~Six~~Nine Months Ended ~~June~~September 30, 2015 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2014

Summary

Net income attributable to HollyFrontier stockholders for the ~~six~~nine months ended ~~June~~September 30, 2015 was $~~587.7~~784.0 million ($~~3.03~~4.09 per basic and diluted share), a $~~259.2~~280.5 million increase compared to $~~328.5~~503.5 million ($~~1.65~~2.54 per basic and $2.53 per diluted share) for the ~~six~~nine months ended ~~June~~September 30, 2014. Net income increased due principally to a ~~current year non-cash~~year-over-year increase in refining margins and sales volumes, partially offset by a lower of cost or market inventory valuation ~~gain~~charge of ~~$86.9~~$54.1 million, net of ~~tax, and a year-over-year increase in refining margins and sales volumes.~~tax. Refinery gross margins for the ~~six~~nine months ended ~~June~~September 30, 2015 increased to $~~17.07~~18.03 per produced barrel from $~~14.63~~14.95 for the ~~six~~nine months ended ~~June~~September 30, 2014.

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Table of Content

Sales and Other Revenues

Sales and other revenues decreased 34% from $~~10,163.7~~15,481.2 million for the ~~six~~nine months ended ~~June~~September 30, 2014 to $~~6,708.5~~10,294.4 million for the ~~six~~nine months ended ~~June~~September 30, 2015 due to a year-over-year decrease in sales prices, partially offset by higher refined product sales volumes. The average sales price we received per produced barrel sold was $~~116.13~~115.61 for the ~~six~~nine months ended ~~June~~September 30, 2014 compared to $~~75.16~~74.61 for the ~~six~~nine months ended ~~June~~September 30, 2015. Sales and other revenues for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 include $~~32.7~~47.4 million and $~~25.7~~40.4 million, respectively, in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties.

Cost of Products Sold

Total cost of products sold decreased ~~43%~~41% from $~~8,813.5~~13,439.4 million for the ~~six~~nine months ended ~~June~~September 30, 2014 to ~~$4,996.8~~$7,876.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015, due principally to lower crude oil costs, partially offset by higher sales volumes of refined products. Additionally, this decrease ~~reflects a $142.0~~is partially offset by an $83.4 million ~~gain~~charge attributable to a new $480.9 million lower of cost or market reserve at September 30, 2015 that was partially offset by the ~~partial~~ reversal of the $397.5 million lower of cost or market inventory reserve that was established in ~~2014 and a new $255.5 million lower of cost or market reserve at June 30, 2015.~~2014. The reserve at ~~June~~September 30, 2015 is based on market conditions and prices at that time. Excluding this non-cash adjustment, 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~~marketplace decreased ~~43%~~44% from ~~$101.50~~$100.66 for the ~~six~~nine months ended ~~June~~September 30, 2014 to ~~$58.09~~$56.58 for the ~~six~~nine months ended ~~June~~September 30, ~~2015~~.2015.

Gross Refinery Margins

Gross refinery margin per produced barrel increased ~~17%~~21% from $~~14.63~~14.95 for the ~~six~~nine months ended ~~June~~September 30, 2014 to $~~17.07~~18.03 for the ~~six~~nine months ended ~~June~~September 30, 2015. This was due to the effects of decreased crude oil and feedstock prices, partially offset by a decrease in the average per barrel sales price for refined products sold during the current year-to-date period. 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, decreased 7%6% from $~~545.6~~826.6 million for the ~~six~~nine months ended ~~June~~September 30, 2014 to $~~509.8~~775.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015 due principally to lower natural gas fuel and repair and maintenance costs compared to the same period of 2014.

General and Administrative Expenses

General and administrative expenses increased ~~slightly~~ from $~~55.3~~82.4 million for the ~~six~~nine months ended ~~June~~September 30, 2014 to $~~55.7~~86.4 million for the ~~six~~nine months ended ~~June~~September 30, 2015. This is attributable to overall higher incentive compensation and legal costs for the current year, net of the effects of state high-wage credits recognized during the second quarter of 2015.

Depreciation and Amortization Expenses

Depreciation and amortization decreased 8%3% from ~~$181.9~~$262.9 million for the ~~six~~nine months ended ~~June~~September 30, 2014 to ~~$167.8~~$255.6 million for the ~~six~~nine months ended ~~June~~September 30, 2015. This decrease was due principally to the recognition of higher accelerated depreciation levels of assets no longer in operation during ~~2014.~~2014, partially offset by depreciation and amortization during the current year attributable to capitalized improvement projects and capitalized refinery turnaround costs.

Interest Income

Interest income for the ~~six~~nine months ended ~~June~~September 30, 2015 was ~~$1.7~~$2.4 million compared to ~~$2.6~~$3.6 million for the ~~six~~nine months ended ~~June~~September 30, 2014. This decrease was due to lower investment levels in marketable debt securities during the year-to-date period.

Interest Expense

Interest expense was $~~20.7~~31.8 million for the ~~six~~nine months ended ~~June~~September 30, 2015 compared to $~~22.5~~33.5 million for the ~~six~~nine months ended ~~June~~September 30, 2014. This decrease was due to HEP's increased utilization of lower 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. This was partially offset by lower HollyFrontier interest following the June 2015 redemption of the HollyFrontier $150.0 million 6.875% senior notes. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, interest expense included ~~$17.8~~$27.3 million and ~~$18.8~~$27.4 million, respectively, in interest costs attributable to limited recourse debt that finances HEP operations.

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Loss on Early Extinguishment of Debt

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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.

Income Taxes

For the ~~six~~nine months ended ~~June~~September 30, 2015, we recorded income tax expense of $~~336.7~~446.8 million compared to $~~188.9~~292.2 million for the ~~six~~nine months ended ~~June~~September 30, 2014. This increase was due principally to higher pre-tax earnings during the ~~six~~nine months ended ~~June~~September 30, 2015 compared to the same period of 2014. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest, were ~~35.3%~~35.1% and ~~35.1%~~35.2% for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

LIQUIDITY AND CAPITAL RESOURCES

HollyFrontier Credit Agreement

HEP Credit Agreement

See Note 9 “Debt” in the Notes to Consolidated Financial Statements for additional information on our debt instruments.

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 ~~June~~September 30, 2015, our cash, cash equivalents and investments in marketable securities totaled $~~626.2~~626.8 million. 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.

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During the second quarter of 2015, we entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase $300.0 million of our outstanding common stock. In May 2015 (at inception), we ~~repurchased~~acquired 5.5 million shares, representing 80% of the amount paid based on then-market prices. The ASR was completed in September 2015 at which time we acquired an additional 1.2 million shares upon settlement. The final ~~number of shares ultimately to be repurchased under the ASR, as well as the final average~~market purchase price ~~paid, will be~~per share averaged $44.81, which was based on the volume-weighted average market purchase price of our common stock, less a discount, over the term of the ASR. ~~The ASR is expected to be completed in the third quarter of 2015.~~

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Cash and cash equivalents decreased ~~$334.6~~$328.3 million for the ~~six~~nine months ended ~~June~~September 30, 2015. Net cash provided by operating activities of ~~$569.9~~$903.3 million was less than the net cash used for investing and financing activities of ~~$233.4~~$425.4 million and ~~$671.2~~$806.2 million, respectively. Working capital decreased by ~~$252.5~~$316.4 million during the ~~six~~nine months ended ~~June~~September 30, 2015.

Cash Flows – Operating Activities

~~Six~~Nine Months Ended ~~June~~September 30, 2015 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2014

Net cash flows provided by operating activities were ~~$569.9~~$903.3 million for the ~~six~~nine months ended ~~June~~September 30, 2015 compared to ~~$721.5~~$805.9 million for the ~~six~~nine months ended ~~June~~September 30, 2014, ~~a decrease~~an increase of ~~$151.6~~$97.4 million. Net income for the ~~six~~nine months ended ~~June~~September 30, 2015 was $~~615.8~~826.5 million, an increase of ~~$266.7~~$289.8 million compared to $~~349.1~~536.7 million for the ~~six~~nine months ended ~~June~~September 30, 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, gain on sale of assets, unamortized premium / discount on early extinguishment of debt, deferred income taxes, equity-based compensation expense and fair value changes to derivative instruments totaled $~~91.3~~311.5 million for the ~~six~~nine months ended ~~June~~September 30, 2015 compared to $~~187.3~~276.6 million for the same period in 2014. Changes in working capital items decreased cash flows by $~~104.8~~183.8 million for the ~~six~~nine months ended ~~June~~September 30, 2015 compared to an increase of $~~190.0~~21.3 million for the ~~six~~nine months ended ~~June~~September 30, 2014. Additionally, for the ~~six~~nine months ended ~~June~~September 30, 2015, turnaround expenditures increased to $~~38.1~~55.9 million from $~~9.7~~32.2 million for the same period of 2014.

Cash Flows – Investing Activities and Planned Capital Expenditures

~~Six~~Nine Months Ended ~~June~~September 30, 2015 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2014

Net cash flows used for investing activities were $~~233.4~~425.4 million for the ~~six~~nine months ended ~~June~~September 30, 2015 compared to $~~194.2~~247.9 million for the ~~six~~nine months ended ~~June~~September 30, 2014, an increase of ~~$39.2~~$177.5 million. Cash expenditures for properties, plants and equipment for the first ~~six~~nine months of 2015 increased to $~~316.9~~473.9 million from $~~244.8~~369.1 million for the same period in 2014. These include HEP capital expenditures of $~~49.8~~57.3 million and $~~38.8~~61.7 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. We received proceeds of $15.8 million and $14.7 million from the sale of assets during the nine months ended September 30, 2015 and 2014, respectively. HEP purchased a 50% interest in Frontier Pipeline for $54.6 million. Also for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, we invested $~~246.0~~403.0 million and $~~498.1~~762.2 million, respectively, in marketable securities and received proceeds of $~~327.3~~490.3 million and $~~543.6~~863.8 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 2015 is $137.0 million including both sustaining capital and major capital projects. During 2015, we expect to spend approximately $600.0 million to $650.0 million in cash for capital projects appropriated in 2015 and prior years. This spending is comprised of $208.0 million to $225.0 million at the Woods Cross Refinery, $145.0 million to $157.0 million at the El Dorado Refinery, $97.0 million to $105.0 million at the Tulsa Refineries, $94.0 million to $102.0 million at the Cheyenne Refinery, $37.0 million to $40.0 million at the Navajo Refinery and $19.0 million to $21.0 million for miscellaneous other projects. In addition, we expect to spend approximately $45.0 million on refinery turnarounds and $27.0 million on tank work. Refinery turnaround spending is amortized over the useful life of the turnaround.

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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.~~plant and upgrades to the crude unit desalter, which have been completed and placed in service. 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 crude unit desalter and~~includes a new tail gas treatment unit to reduce air emissions in compliance with the El Dorado Refinery's existing EPA consent decree. Projects on improving the Coker unit operation and yields are currently being evaluated, and an upgrade project to improve reformer operation, yield and reliability has been approved and engineering is underway.

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Tulsa Refineries

Capital spending for the Tulsa Refineries in 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. The Tulsa Refineries will be addressing Tier 3 compliance through a project that improves naphtha fractionation providing yield and octane enhancements.

Navajo Refinery

The Navajo Refinery capital spending in 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. Additionally, the Navajo Refinery will be addressing Tier 3 compliance through the installation of an FCC gasoline hydrotreater. Also, an automation project to optimize the blending process of the gasoline blending facility is currently underway.

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. Additionally, the FCC unit flue gas scrubber project to reduce air emissions has been completed and is now in service. Previously appropriated projects still underway at the Cheyenne Refinery 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.

Woods Cross Refinery

Engineering and construction continue on our previously announced expansion project to increase planned processing capacity to 45,000 BPSD. This project work includes new refining facilities, a new rail loading rack for intermediates and finished products associated with refining waxy crude oil. Capital investment on the originally planned processing capacity expansion is expected to be $400.0 million. The initial phase of the expansion is expected to be completed in the fourth quarter of 2015. An additional $20.0 million to $30.0 million investment is being made toin the Woods Cross Refinery to allow for greater crude slate flexibility. We believe this additional project scope will increase capacity utilization and improve overall economic returns during periods when wax crudes are in short supply.

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. Following an extended appeal process, the Executive Director of the Utah Department of Environmental Quality (“DEQ”) issued a final order in favor of Woods Cross on all claims on March 31, 2015 and dismissed the project opponents' arguments with prejudice. On April 27, 2015, the opponents filed a petition for review and notice of appeal with the Utah Court of Appeals challenging the agency's decision to uphold the permit and dismiss the project opponents' arguments. This appeal is now pending before the Utah Court of Appeals. The expansion, and expected completion timeline and cost, are subject to the Woods Cross Refinery successfully obtaining the Approval Order on appeal at the Utah Court of Appeals.

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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.

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 2015 HEP capital budget is comprised of $10.0 million for maintenance capital expenditures and $78.0 million for expansion capital expenditures.

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Cash Flows – Financing Activities

~~Six~~Nine Months Ended ~~June~~September 30, 2015 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2014

Net cash flows used for financing activities were $~~671.2~~806.2 million for the ~~six~~nine months ended ~~June~~September 30, 2015 compared to $~~349.1~~642.2 million for the ~~six~~nine months ended ~~June~~September 30, 2014, an increase of ~~$322.1~~$164.0 million. During the ~~six~~nine months ended ~~June~~September 30, 2015, we purchased $~~320.1~~481.8 million in common stock, paid $~~125.2~~187.4 million in dividends and paid $155.2 million upon the redemption of our 6.875% senior notes. ~~In addition, we paid $60.0 million to a large financial institution pursuant to an accelerated share repurchase agreement for a forward contract to purchase additional shares of our common stock.~~ Also during this period, HEP received $~~254.1~~443.0 million and repaid $~~221.1~~360.0 million under the HEP Credit Agreement and paid distributions of $~~41.6~~61.4 million to noncontrolling interests. During the ~~six~~nine months ended ~~June~~September 30, 2014, we purchased $~~20.1~~133.2 million in common stock, paid $~~323.1~~485.8 million in dividends and recognized $~~3.8~~4.5 million excess tax benefits on our equity-based compensation. ~~Additionally, we received proceeds of $6.0 million for inventory repurchase obligation transactions.~~ Also during this period, HEP received $~~477.1~~538.6 million and repaid $~~297.1~~346.6 million under the HEP Credit Agreement, paid $156.2 million upon the redemption of HEP's 8.25% senior notes and paid distributions of $~~38.5~~58.5 million to noncontrolling interests.

Contractual Obligations and Commitments

HollyFrontier Corporation

In June 2015, we redeemed our $150.0 million aggregate principal amount of 6.875% senior notes maturing November 2018.

There were no other significant changes to our contractual obligations during the ~~six~~nine months ended ~~June~~September 30, 2015.

HEP

In April 2015, HEP amended its 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 ~~six~~nine months ended ~~June~~September 30, 2015, HEP received net borrowings of $~~33.0~~83.0 million resulting in ~~$604.0~~$654.0 million of outstanding borrowings under the HEP Credit Agreement at ~~June~~September 30, 2015.

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

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, 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~~last-in, first-out (“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.

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Inventory Valuation

Inventories are stated at the lower of cost, using the ~~last-in, first-out (“LIFO”)~~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 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 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 estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

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At ~~June~~September 30, 2015, our lower of cost or market inventory valuation reserve was ~~$255.5~~$480.9 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. Additionally, further decreases in overall inventory values could result in additional charges to cost of products sold should the lower of cost or market inventory valuation reserve be increased.

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. As of ~~June~~September 30, 2015, there have been no impairments to goodwill.

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;

prices of refined products; and

our refining margins.

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As of ~~June~~September 30, 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	2015	2016	2017	Unit of Measure	Total Outstanding Notional	2015	2016	2017	Unit of Measure

Natural gas price swap - long	48,000,000	9,600,000	19,200,000	19,200,000	MMBTU	43,200,000	4,800,000	19,200,000	19,200,000	MMBTU
Natural gas price swap - short	24,000,000	4,800,000	9,600,000	9,600,000	MMBTU	21,600,000	2,400,000	9,600,000	9,600,000	MMBTU
Natural gas basis spread price swap - long	17,820,000	4,020,000	6,900,000	6,900,000	MMBTU	22,626,000	2,010,000	10,308,000	10,308,000	MMBTU
WTI price swap - long	2,208,000	2,208,000	—	—	Barrels	2,760,000	2,760,000	—	—	Barrels
Ultra-low sulfur diesel price swap - short	2,208,000	2,208,000	—	—	Barrels	2,760,000	2,760,000	—	—	Barrels
WTI basis spread price swap - long	4,412,000	3,680,000	732,000	—	Barrels	5,866,000	1,840,000	4,026,000	—	Barrels
NYMEX futures (WTI) - short	1,095,000	1,095,000	—	—	Barrels	1,760,000	1,083,000	677,000	—	Barrels
Forward diesel sales	1,500,000	1,500,000	—	—	Barrels	225,000	225,000	—	—	Barrels
Forward diesel purchases	1,125,000	1,125,000	—	—	Barrels
Physical contract -short						150,000	150,000	—	—	Barrels

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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 June 30,				Estimated Change in Fair Value at September 30,
Commodity-based Derivative Contracts	2015		2014		2015		2014
	(In thousands)				(In thousands)
Hypothetical 10% change in underlying commodity prices	$	8,829	$	57,168	$	12,233	$	20,257

Interest Rate Risk Management

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

As of ~~June~~September 30, 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 ~~June~~September 30, 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 ~~June~~September 30, 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.

For the fixed rate 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 ~~June~~September 30, 2015 is presented below:

Outstanding
Principal

Estimated
Fair Value

Estimated
Change in
Fair Value
(In thousands)
HEP Senior Notes $ 300,000
$ 295,875
$ 8,223



	Outstanding Principal		Estimated Fair Value		Estimated Change in Fair Value
	(In thousands)
HEP Senior Notes	$	300,000	$	288,000	$	8,400

For the variable rate HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At ~~June~~September 30, 2015, outstanding borrowings under the HEP Credit Agreement were $~~604.0~~654.0 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 ~~$299.0~~$349.0 million, a hypothetical 10% change in interest rates applicable to the HEP Credit Agreement would not materially affect cash flows.

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At ~~June~~September 30, 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.

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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.

Set forth below is our calculation of EBITDA.


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
	(In thousands)												(In thousands)
Net income attributable to HollyFrontier stockholders	$	360,824		$	176,429		$	587,700		$	328,490		$	196,322		$	175,006		$	784,022		$	503,496
Add income tax provision	206,990			101,332			336,718			188,946			110,066			103,216			446,784			292,162
Add interest expense ⁽¹⁾	11,927			10,136			22,081			30,160			11,102			11,038			33,183			41,198
Subtract interest income	(768		)	(1,184		)	(1,730		)	(2,589		)	(673		)	(1,004		)	(2,403		)	(3,593		)
Add depreciation and amortization	87,803			101,390			167,815			181,938			87,764			80,945			255,579			262,883
EBITDA	$	666,776		$	388,103		$	1,112,584		$	726,945		$	404,581		$	369,201		$	1,517,165		$	1,096,146

(1) Includes loss on early extinguishment of debt of $1.4 million ~~for the three and six months ended June 30, 2015~~ and $7.7 million for the ~~six~~nine months ended ~~June~~September 30, ~~2014.~~2015 and 2014, respectively.

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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 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.

~~Table of Content~~

Reconciliation of produced product sales to total sales and other revenues


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
	(Dollars in thousands, except per barrel amounts)												(Dollars in thousands, except per barrel amounts)
Consolidated
Average sales price per produced barrel sold	$	80.41		$	118.53		$	75.16		$	116.13		$	73.57		$	114.50		$	74.61		$	115.61
Times sales of produced refined products (BPD)	447,670			458,670			438,200			440,970			456,060			416,310			444,220			432,660
Times number of days in period	91			91			181			181			92			92			273			273
Produced refined product sales	$	3,275,740		$	4,947,320		$	5,961,255		$	9,268,982		$	3,086,815		$	4,385,410		$	9,048,108		$	13,655,412

Total produced refined products sales	$	3,275,740		$	4,947,320		$	5,961,255		$	9,268,982		$	3,086,815		$	4,385,410		$	9,048,108		$	13,655,412
Add refined product sales from purchased products and rounding ⁽¹⁾	259,030			203,724			426,330			473,338			350,633			458,211			777,024			930,354
Total refined product sales	3,534,770			5,151,044			6,387,585			9,742,320			3,437,448			4,843,621			9,825,132			14,585,766
Add direct sales of excess crude oil ⁽²⁾	92,659			170,634			192,928			336,041			67,750			405,493			260,678			741,534
Add other refining segment revenue ⁽³⁾	59,064			40,236			95,260			58,633			65,994			53,939			161,155			112,747
Total refining segment revenue	3,686,493			5,361,914			6,675,773			10,136,994			3,571,192			5,303,053			10,246,965			15,440,047
Add HEP segment sales and other revenues	83,479			75,024			173,235			162,036			88,389			82,141			261,624			244,177
Add corporate and other revenues	151			506			369			1,621			104			181			473			1,802
Subtract consolidations and eliminations	(68,211		)	(64,844		)	(140,839		)	(136,998		)	(73,862		)	(67,820		)	(214,701		)	(204,818		)
Sales and other revenues	$	3,701,912		$	5,372,600		$	6,708,538		$	10,163,653		$	3,585,823		$	5,317,555		$	10,294,361		$	15,481,208

Table of Content

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			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	$	62.99		$	103.99		$	58.09		$	101.50		$	53.72		$	98.91		$	56.58		$	100.66
Times sales of produced refined products (BPD)	447,670			458,670			438,200			440,970			456,060			416,310			444,220			432,660
Times number of days in period	91			91			181			181			92			92			273			273
Cost of products for produced products sold	$	2,566,085		$	4,340,435		$	4,607,362		$	8,101,280		$	2,253,958		$	3,788,304		$	6,861,573		$	11,889,575

Total cost of products for produced products sold	$	2,566,085		$	4,340,435		$	4,607,362		$	8,101,280		$	2,253,958		$	3,788,304		$	6,861,573		$	11,889,575
Add refined product costs from purchased products and rounding⁽¹⁾	266,199			204,924			436,872			473,160			370,638			462,629			807,260			935,497
Total cost of refined products sold	2,832,284			4,545,359			5,044,234			8,574,440			2,624,596			4,250,933			7,668,833			12,825,072
Add crude oil cost of direct sales of excess crude oil ⁽²⁾	91,461			163,831			189,191			330,114			65,338			395,482			254,529			725,596
Add other refining segment cost of products sold ⁽⁴⁾	31,244			29,398			44,445			43,756			36,823			46,172			81,265			90,229
Total refining segment cost of products sold	2,954,989			4,738,588			5,277,870			8,948,310			2,726,757			4,692,587			8,004,627			13,640,897
Subtract consolidations and eliminations	(67,514		)	(63,742		)	(139,022		)	(134,844		)	(72,898		)	(66,694		)	(211,920		)	(201,538		)
Costs of products sold (exclusive of lower of cost or market inventory valuation adjustment and depreciation and amortization)	$	2,887,475		$	4,674,846		$	5,138,848		$	8,813,466		$	2,653,859		$	4,625,893		$	7,792,707		$	13,439,359

~~Table of Content~~

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


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015		2014			2015			2014			2015			2014			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	$	5.14	$	5.69		$	5.49		$	5.97		$	5.46		$	6.39		$	5.48		$	6.11
Times sales of produced refined products (BPD)	447,670		458,670			438,200			440,970			456,060			416,310			444,220			432,660
Times number of days in period	91		91			181			181			92			92			273			273
Refinery operating expenses for produced products sold	$	209,393	$	237,495		$	435,435		$	476,499		$	229,088		$	244,740		$	664,571		$	721,690

Total refinery operating expenses for produced products sold	$	209,393	$	237,495		$	435,435		$	476,499		$	229,088		$	244,740		$	664,571		$	721,690
Add other refining segment operating expenses and rounding ⁽⁵⁾	10,843		9,777			20,570			21,381			10,110			10,485			30,632			31,415
Total refining segment operating expenses	220,236		247,272			456,005			497,880			239,198			255,225			695,203			753,105
Add HEP segment operating expenses	25,289		24,567			53,255			47,379			25,095			25,456			78,350			72,835
Add corporate and other costs	554		179			788			1,047			1,251			646			2,039			1,693
Subtract consolidations and eliminations	86		(364		)	(287		)	(686		)	(146		)	(370		)	(433		)	(1,056		)
Operating expenses (exclusive of depreciation and amortization)	$	246,165	$	271,654		$	509,761		$	545,620		$	265,398		$	280,957		$	775,159		$	826,577

Table of Content

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
	(Dollars in thousands, except per barrel amounts)												(Dollars in thousands, except per barrel amounts)
Consolidated
Net operating margin per barrel	$	12.28		$	8.85		$	11.58		$	8.66		$	14.39		$	9.20		$	12.55		$	8.84
Add average refinery operating expenses per produced barrel	5.14			5.69			5.49			5.97			5.46			6.39			5.48			6.11
Refinery gross margin per barrel	17.42			14.54			17.07			14.63			19.85			15.59			18.03			14.95
Add average cost of products per produced barrel sold	62.99			103.99			58.09			101.50			53.72			98.91			56.58			100.66
Average sales price per produced barrel sold	$	80.41		$	118.53		$	75.16		$	116.13		$	73.57		$	114.50		$	74.61		$	115.61
Times sales of produced refined products (BPD)	447,670			458,670			438,200			440,970			456,060			416,310			444,220			432,660
Times number of days in period	91			91			181			181			92			92			273			273
Produced refined products sales	$	3,275,740		$	4,947,320		$	5,961,255		$	9,268,982		$	3,086,815		$	4,385,410		$	9,048,108		$	13,655,412

Total produced refined products sales	$	3,275,740		$	4,947,320		$	5,961,255		$	9,268,982		$	3,086,815		$	4,385,410		$	9,048,108		$	13,655,412
Add refined product sales from purchased products and rounding ⁽¹⁾	259,030			203,724			426,330			473,338			350,633			458,211			777,024			930,354
Total refined product sales	3,534,770			5,151,044			6,387,585			9,742,320			3,437,448			4,843,621			9,825,132			14,585,766
Add direct sales of excess crude oil ⁽²⁾	92,659			170,634			192,928			336,041			67,750			405,493			260,678			741,534
Add other refining segment revenue ⁽³⁾	59,064			40,236			95,260			58,633			65,994			53,939			161,155			112,747
Total refining segment revenue	3,686,493			5,361,914			6,675,773			10,136,994			3,571,192			5,303,053			10,246,965			15,440,047
Add HEP segment sales and other revenues	83,479			75,024			173,235			162,036			88,389			82,141			261,624			244,177
Add corporate and other revenues	151			506			369			1,621			104			181			473			1,802
Subtract consolidations and eliminations	(68,211		)	(64,844		)	(140,839		)	(136,998		)	(73,862		)	(67,820		)	(214,701		)	(204,818		)
Sales and other revenues	$	3,701,912		$	5,372,600		$	6,708,538		$	10,163,653		$	3,585,823		$	5,317,555		$	10,294,361		$	15,481,208


(1)	We purchase finished 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 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.

~~Table of Content~~


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 ~~June~~September 30, 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 material 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 adverse effect on our financial condition, results of operations or cash flows.

Cheyenne

Frontier Refining LLC (“FR”), our wholly-owned subsidiary, 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 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.

~~Navajo~~

On April 27, 2015, Navajo Refining Company (“Navajo”) entered into an Agreed Compliance Order with the New Mexico Energy, Minerals and Natural Resources Department regarding violations of Discharge Permit GW-028 (issued August 22, 2012) relating to a temporary reverse osmosis (“RO”) unit installed in 2011 at the refinery. The Agreed Compliance Order resolved Navajo's past liability to the State of New Mexico and established terms that will govern discharges from the RO units until a permit modification is obtained. Navajo has filed a permit modification application that will incorporate discharges from the temporary RO unit.

Tulsa

Holly Refining & Marketing - Tulsa, LLC (“HRMT”) manufactures paraffin and hydrocarbon waxes at its Tulsa West Refinery. On March 11, 2014, the EPA issued a notice to HRMT of possible violations of certain provisions of the federal Toxic Substances Control Act in connection with the manufacture of certain of these products. HRMT and the EPA met ~~to discuss the notice~~ and ~~on June 5, 2015, the EPA transmitted~~are working productively towards a settlement ~~proposal to HRMT with specific demands that we are currently evaluating.~~of this matter.

~~Woods Cross~~

On January 9, 2015, the South Davis Sewer District (“Sewer District”) issued a Notice of Violation (“NOV”) to the Woods Cross Refinery with respect to alleged sewer discharge excesses at the refinery. On June 3, 2015, the refinery entered into a Settlement Agreement with the Sewer District to resolve the NOV, which required payment of a non-material penalty, purchase and installation of additional equipment, and certain other future requirements. The non-material penalty has been paid and the additional equipment is scheduled to be installed in the near future.

~~Table of Content~~

Fuels Regulation

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. Our subsidiaries have complied with all EPA requests for additional information regarding the voluntary disclosures. Our subsidiaries are now ~~engaged in~~concluding settlement discussions with the EPA ~~that may~~to resolve the voluntarily disclosed non-compliance events.

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

~~Except for the additional risk factor information described below, there~~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, 2014. and in Part II, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. You should carefully consider the risk factors discussed ~~below and~~ in our 2014 Form 10-K and June 30, 2015 Form 10-Q, 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.

~~The availability and cost of renewable identification numbers could have an adverse effect on our financial condition and results of operations.~~

Pursuant to the 2007 Energy Independence and Security Act, the EPA promulgated the 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 RINs, in lieu of such blending. We currently purchase RINs for some fuel categories on the open market in order to comply with the quantity of renewable fuels we are required to blend under the RFS2. Recently, due in part to the nation's fuel supply approaching the “blend wall” (the 10% ethanol limit prescribed by most automobile warranties), the price of RINs has been extremely volatile with the price dramatically increasing in recognition of the decrease in RINs availability. While we cannot predict the future prices of RINs, the costs to obtain the necessary number of RINs could be material. If we are unable to pass the costs of compliance with the RFS2 on to our customers, if sufficient RINs are unavailable for purchase, if we have to pay a significantly higher price for RINs or if we are otherwise unable to meet the RFS2 mandates, our financial condition and results of operations could be adversely affected.

In addition, the RFS2 regulations are highly complex and evolving, requiring us to periodically update our compliance systems. The RFS2 regulations require the EPA to determine and publish the applicable annual volume and percentage standards for each compliance year by November 30 for the forthcoming year, and such blending percentages could be higher or lower than amounts estimated and accrued for in our consolidated financial statements. The future cost of RINs is difficult to estimate until such time as the EPA finalizes the applicable standards for the forthcoming compliance year. 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.

~~Table of Content~~


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 ~~second~~third quarter of 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
April 2015 —
$ —
—
$ 461,518,616
May 2015 ⁽¹⁾
550,000
$ 41.87
550,000
$ 976,970,225
May 2015 ⁽²⁾
5,533,779
$ —
5,533,779
$ 736,970,225
June 2015 50,000
$ 40.76
50,000
$ 734,932,475
Total for April to June 2015 6,133,779
6,133,779



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 2015	—	$	—	—	$	734,932,475
August 2015	850,000	$	50.21	850,000	$	692,257,480
September 2015 ⁽¹⁾	1,160,528	$	—	1,160,528	$	632,257,480
September 2015	1,550,000	$	47.29	1,550,000	$	558,965,435
Total for July to September 2015	3,560,528			3,560,528

(1)

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 previously existing $500 million share repurchase program. The timing and amount of stock repurchases will depend on market conditions and corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors.

~~(2)~~

During the second quarter of 2015, we entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution to repurchase $300.0 million of our outstanding common stock. In May 2015 (at inception), we ~~repurchased~~acquired 5.5 million shares, representing 80% of the amount paid based on then-market prices. The ASR was completed in September 2015 at which time we acquired an additional 1.2 million shares upon settlement. The final ~~number of shares ultimately to be repurchased under the ASR, as well as the final average~~market purchase price ~~paid, will be~~per share averaged $44.81, which was based on the volume-weighted average market purchase price of our common stock, less a discount, over the term of the ASR. ~~The ASR is expected to be completed in the third quarter of 2015, at which time the final average per share purchase price will be determined.~~


Item 6.	Exhibits

The Exhibit Index on page 5657 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: ~~August~~November 5, 2015		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~August~~November 5, 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).

~~10.1+~~10.1		~~First Amendment to the~~Assignment and Assumption of Agreements, dated as of October 16, 2015, by and between HollyFrontier ~~Corporation Omnibus Incentive Compensation Plan~~Refining & Marketing LLC, Navajo Refining Company, L.L.C., Holly Refining & Marketing - Tulsa LLC, Frontier Refining LLC and Frontier El Dorado Refining LLC (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed ~~May 15,~~October 21, 2015, File No. 1-03876).

~~10.2+~~10.2		~~Fourth Amendment to the~~Master Throughput Agreement, dated as of October 16, 2015, by and between HollyFrontier ~~Corporation Long-Term Incentive Compensation Plan~~Refining & Marketing LLC and Holly Energy Partners-Operating L.P. (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed ~~May 15,~~October 21, 2015, File No. 1-03876).

10.3		Construction Payment Agreement, dated as of October 16, 2015, by and between HEP Refining, L.L.C. and HollyFrontier Refining & Marketing LLC (incorporated by reference to Exhibit 10.3 of Registrant's Current Report on Form 8-K filed October 21, 2015, File No. 1-03876).

10.4		Twelfth Amended and Restated Omnibus Agreement, dated October 16, 2015, by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries (incorporated by reference to Exhibit 10.4 of Registrant's Current Report on Form 8-K filed October 21, 2015, File No. 1-03876).

10.5		Services and Secondment Agreement, dated as of October 16, 2015, by and among Holly Logistic Services, L.L.C., Holly Energy Partners-Operating L.P., Cheyenne Logistics LLC, El Dorado Logistics LLC, HollyFrontier Payroll Services, Inc., Frontier Refining LLC and Frontier El Dorado Refining LLC (incorporated by reference to Exhibit 10.5 of Registrant's Current Report on Form 8-K filed October 21, 2015, File No. 1-03876).

10.6		Master Lease and Access Agreement, dated as of October 16, 2015, by and among Frontier El Dorado Refining LLC, Frontier Refining LLC, Holly Refining & Marketing - Tulsa LLC, Holly Refining & Marketing Company - Woods Cross LLC, Navajo Refining Company, L.L.C., El Dorado Logistics LLC, Cheyenne Logistics LLC, HEP Tulsa LLC, HEP Woods Cross, L.L.C. and HEP Pipeline, L.L.C. (incorporated by reference to Exhibit 10.6 of Registrant's Current Report on Form 8-K filed October 21, 2015, File No. 1-03876).

10.7		LLC Interest Purchase Agreement, dated as of November 2, 2015, by and between HollyFrontier Corporation, Frontier El Dorado Refining LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K dated November 3, 2015, File No. 1-03876).

10.8		Master Tolling Agreement (Refinery Assets), dated as of November 2, 2015, by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P. (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K dated November 3, 2015, File No. 1-03876).

10.9		Master Tolling Agreement (Operating Assets), dated as of November 2, 2015, by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P. (incorporated by reference to Exhibit 10.3 of Registrant’s Current Report on Form 8-K dated November 3, 2015, File No. 1-03876).

10.10		Thirteenth Amended and Restated Omnibus Agreement, dated as of November 2, 2015, by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries (incorporated by reference to Exhibit 10.4 of Registrant’s Current Report on Form 8-K dated November 3, 2015, File No. 1-03876).

10.11		Amended and Restated Services and Secondment Agreement, dated as of November 2, 2015, by and among Holly Logistic Services, L.L.C., Holly Energy Partners-Operating L.P., El Dorado Operating LLC, Cheyenne Logistics LLC, El Dorado Logistics LLC, HollyFrontier Payroll Services, Inc., Frontier Refining LLC and Frontier El Dorado Refining LLC (incorporated by reference to Exhibit 10.5 of Registrant’s Current Report on Form 8-K dated November 3, 2015, File No. 1-03876).

10.12		Amended and Restated Master Lease and Access Agreement, dated as of November 2, 2015, by and among Frontier El Dorado Refining LLC, Frontier Refining LLC, Holly Refining & Marketing - Tulsa LLC, Holly Refining & Marketing Company - Woods Cross LLC, Navajo Refining Company, L.L.C., El Dorado Operating LLC, El Dorado Logistics LLC, Cheyenne Logistics LLC, HEP Tulsa LLC, HEP Woods Cross, L.L.C. and HEP Pipeline, L.L.C. (incorporated by reference to Exhibit 10.6 of Registrant’s Current Report on Form 8-K dated November 3, 2015, File No. 1-03876).

Table of Content



Exhibit Number		Description

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 ~~June~~September 30, 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.

+ ~~Constitutes management contracts or compensatory plans or arrangements.~~

++ Filed electronically herewith.

5658



Southwest Region (Navajo Refinery)
Crude charge (BPD) ⁽¹⁾	104,050			102,570			97,660			99,400
Refinery throughput (BPD) ⁽²⁾	114,630			113,840			109,370			111,240
Refinery production (BPD) ⁽³⁾	113,320			111,080			107,640			108,880
Sales of produced refined products (BPD)	116,710			110,140			111,450			107,390
Sales of refined products (BPD) ⁽⁴⁾	124,710			119,060			121,420			114,670
Refinery utilization ⁽⁵⁾	104.1		%	102.6		%	97.7		%	99.4		%

Average per produced barrel ⁽⁶⁾
Net sales	$	80.78		$	121.74		$	74.31		$	118.98
Cost of products ⁽⁷⁾	60.32			105.44			55.87			103.68
Refinery gross margin ⁽⁸⁾	20.46			16.30			18.44			15.30
Refinery operating expenses ⁽⁹⁾	3.99			4.97			4.68			5.28
Net operating margin ⁽⁸⁾	$	16.47		$	11.33		$	13.76		$	10.02

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	4.06		$	4.81		$	4.77		$	5.10

Feedstocks:
Sweet crude oil	33		%	8		%	31		%	6		%
Sour crude oil	58		%	81		%	58		%	79		%
Heavy sour crude oil	—		%	1		%	—		%	4		%
Other feedstocks and blends	9		%	10		%	11		%	11		%
Total	100		%	100		%	100		%	100		%

Sales of produced refined products:
Gasolines	54		%	53		%	55		%	54		%
Diesel fuels	39		%	39		%	38		%	38		%
Fuel oil	3		%	4		%	2		%	4		%
Asphalt	1		%	1		%	1		%	1		%
LPG and other	3		%	3		%	4		%	3		%
Total	100		%	100		%	100		%	100		%



Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) ⁽¹⁾	62,110		70,310		64,770		67,660
Refinery throughput (BPD) ⁽²⁾	67,320		75,450		70,790		73,150
Refinery production (BPD) ⁽³⁾	63,070		72,150		66,550		70,110
Sales of produced refined products (BPD)	59,100		76,060		62,620		73,660
Sales of refined products (BPD) ⁽⁴⁾	64,800		78,510		68,450		76,750
Refinery utilization ⁽⁵⁾	74.8	%	84.7	%	78.0	%	81.5	%