10-Q




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 10-Q
_________________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015
OR

¨
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
182,905,387 shares of Common Stock, par value $.01 per share, were outstanding on October 30, 2015.



Table of Content

HOLLYFRONTIER CORPORATION
INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015 (Unaudited) and December 31, 2014
 
 
 
Three and Nine Months Ended September 30, 2015 and 2014
 
 
 
Three and Nine Months Ended September 30, 2015 and 2014
 
 
 
Nine Months Ended September 30, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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.” 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.

3

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.



4

Table of Content

Item 1.
Financial Statements
HOLLYFRONTIER CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
September 30,
2015
 
December 31, 2014
 
 
(Unaudited)
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents (HEP: $10,856 and $2,830, respectively)
 
$
239,731

 
$
567,985

Marketable securities
 
387,053

 
474,110

Total cash, cash equivalents and short-term marketable securities
 
626,784

 
1,042,095

Accounts receivable: Product and transportation (HEP: $32,968 and $40,129, respectively)
 
495,231

 
507,040

Crude oil resales
 
27,118

 
82,865

 
 
522,349

 
589,905

Inventories: Crude oil and refined products
 
899,513

 
920,104

Materials, supplies and other (HEP: $1,903 and $1,940, respectively)
 
137,511

 
115,027

 
 
1,037,024

 
1,035,131

Income taxes receivable
 

 
11,719

Deferred income tax assets
 
48,419

 

Prepayments and other (HEP: $2,671 and $2,443, respectively)
 
73,097

 
104,148

Total current assets
 
2,307,673

 
2,782,998

 
 
 
 
 
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
)
 
 
3,977,258

 
3,670,539

Other assets: Turnaround costs
 
232,324

 
257,153

Goodwill (HEP: $288,991 and $288,991, respectively)
 
2,331,781

 
2,331,781

Intangibles and other (HEP: $129,969 and $73,928, respectively)
 
222,601

 
188,169

 
 
2,786,706

 
2,777,103

Total assets
 
$
9,071,637

 
$
9,230,640

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable (HEP: $11,236 and $17,881, respectively)
 
$
926,625

 
$
1,108,138

Income taxes payable
 
39,536

 
19,642

Accrued liabilities (HEP: $24,304 and $26,321, respectively)
 
126,292

 
106,214

Deferred income tax liabilities
 

 
17,409

Total current liabilities
 
1,092,453

 
1,251,403

 
 
 
 
 
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 September 30, 2015 and December 31, 2014
 
2,560

 
2,560

Additional capital
 
4,021,774

 
4,003,628

Retained earnings
 
3,375,226

 
2,778,577

Accumulated other comprehensive income
 
7,167

 
27,894

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
 
5,621,168

 
5,523,584

Noncontrolling interest
 
560,516

 
577,135

Total equity
 
6,181,684

 
6,100,719

Total liabilities and equity
 
$
9,071,637

 
$
9,230,640


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

See accompanying notes.

5

Table of Content

HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)

 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Sales and other revenues
 
$
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)
 
2,653,859

 
4,625,893

 
7,792,707

 
13,439,359

Lower of cost or market inventory valuation adjustment
 
225,451

 

 
83,425

 

 
 
2,879,310

 
4,625,893

 
7,876,132

 
13,439,359

Operating expenses (exclusive of depreciation and amortization)
 
265,398

 
280,957

 
775,159

 
826,577

General and administrative expenses (exclusive of depreciation and amortization)
 
30,746

 
27,149

 
86,432

 
82,437

Depreciation and amortization
 
87,764

 
80,945

 
255,579

 
262,883

Total operating costs and expenses
 
3,263,218

 
5,014,944

 
8,993,302

 
14,611,256

Income from operations
 
322,605

 
302,611

 
1,301,059

 
869,952

Other income (expense):
 
 
 
 
 
 
 
 
Earnings (loss) of equity method investments
 
1,269

 
(1,247
)
 
(5,907
)
 
(2,956
)
Interest income
 
673

 
1,004

 
2,403

 
3,593

Interest expense
 
(11,102
)
 
(11,038
)
 
(31,813
)
 
(33,521
)
Loss on early extinguishment of debt
 

 

 
(1,370
)
 
(7,677
)
Gain (loss) on sale of assets
 
7,228

 
(556
)
 
8,867

 
(556
)
 
 
(1,932
)
 
(11,837
)
 
(27,820
)
 
(41,117
)
Income before income taxes
 
320,673

 
290,774

 
1,273,239

 
828,835

Income tax provision:
 
 
 
 
 
 
 
 
Current
 
215,381

 
91,867

 
509,956

 
294,331

Deferred
 
(105,315
)
 
11,349

 
(63,172
)
 
(2,169
)
 
 
110,066

 
103,216

 
446,784

 
292,162

Net income
 
210,607

 
187,558

 
826,455

 
536,673

Less net income attributable to noncontrolling interest
 
14,285

 
12,552

 
42,433

 
33,177

Net income attributable to HollyFrontier stockholders
 
$
196,322

 
$
175,006

 
$
784,022

 
$
503,496

Earnings per share attributable to HollyFrontier stockholders:
 
 
 
 
 
 
 
 
Basic
 
$
1.05

 
$
0.88

 
$
4.09

 
$
2.54

Diluted
 
$
1.04

 
$
0.88

 
$
4.09

 
$
2.53

Cash dividends declared per common share
 
$
0.33

 
$
0.82

 
$
0.98

 
$
2.44

Average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
187,208

 
197,261

 
191,182

 
197,895

Diluted
 
187,344

 
197,535

 
191,282

 
198,096


See accompanying notes.

6

Table of Content

HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Net income
 
$
210,607

 
$
187,558

 
$
826,455

 
$
536,673

Other comprehensive income:
 
 
 
 
 
 
 
 
Securities available-for-sale:
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities
 
166

 
(153
)
 
217

 
(116
)
Reclassification adjustments to net income on sale or maturity of marketable securities
 

 
(12
)
 
(46
)
 
(13
)
Net unrealized gain (loss) on marketable securities
 
166

 
(165
)
 
171

 
(129
)
Hedging instruments:
 
 
 
 
 
 
 
 
Change in fair value of cash flow hedging instruments
 
(357
)
 
5,133

 
(7,590
)
 
143,857

Reclassification adjustments to net income on settlement of cash flow hedging instruments
 
(9,248
)
 
(13,844
)
 
(27,683
)
 
(31,710
)
Amortization of unrealized loss attributable to discontinued cash flow hedges
 
270

 
270

 
810

 
810

Net unrealized gain (loss) on hedging instruments
 
(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
 

 
422

 

 
333

Other comprehensive income (loss) before income taxes
 
(9,169
)
 
(8,184
)
 
(34,292
)
 
113,161

Income tax expense (benefit)
 
(3,488
)
 
(3,428
)
 
(13,088
)
 
43,694

Other comprehensive income (loss)
 
(5,681
)
 
(4,756
)
 
(21,204
)
 
69,467

Total comprehensive income
 
204,926

 
182,802

 
805,251

 
606,140

Less noncontrolling interest in comprehensive income
 
14,127

 
13,225

 
41,956

 
33,455

Comprehensive income attributable to HollyFrontier stockholders
 
$
190,799

 
$
169,577

 
$
763,295

 
$
572,685


See accompanying notes.


7

Table of Content

HOLLYFRONTIER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
 
Nine Months Ended
September 30,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net income
 
$
826,455

 
$
536,673

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
255,579

 
262,883

Lower of cost or market inventory valuation adjustment
 
83,425

 

Net loss of equity method investments, inclusive of distributions
 
8,282

 
5,268

(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

Deferred income taxes
 
(63,172
)
 
(2,169
)
Equity-based compensation expense
 
21,928

 
20,728

Change in fair value – derivative instruments
 
17,861

 
(12,199
)
(Increase) decrease in current assets:
 
 
 
 
Accounts receivable
 
68,021

 
8,530

Inventories
 
(85,318
)
 
(225,698
)
Income taxes receivable
 
11,719

 
76,488

Prepayments and other
 
(8,312
)
 
24,719

Increase (decrease) in current liabilities:
 
 
 
 
Accounts payable
 
(203,289
)
 
109,912

Income taxes payable
 
19,894

 

Accrued liabilities
 
13,503

 
27,327

Turnaround expenditures
 
(55,905
)
 
(32,236
)
Other, net
 
5,077

 
3,662

Net cash provided by operating activities
 
903,341

 
805,933

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to properties, plants and equipment
 
(416,611
)
 
(307,476
)
Additions to properties, plants and equipment – HEP
 
(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
 
(402,984
)
 
(762,224
)
Sales and maturities of marketable securities
 
490,251

 
863,769

Other, net
 

 
5,021

Net cash used for investing activities
 
(425,440
)
 
(247,856
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Borrowings under credit agreement – HEP
 
443,000

 
538,600

Repayments under credit agreement – HEP
 
(360,000
)
 
(346,600
)
Redemption of senior notes
 
(155,156
)
 

Redemption of senior notes – HEP
 

 
(156,188
)
Purchase of treasury stock
 
(481,766
)
 
(133,150
)
Dividends
 
(187,372
)
 
(485,766
)
Distributions to noncontrolling interest
 
(61,366
)
 
(58,473
)
Excess tax benefit from equity-based compensation
 

 
4,482

Other, net
 
(3,495
)
 
(5,059
)
Net cash used for financing activities
 
(806,155
)
 
(642,154
)
 
 
 
 
 
Cash and cash equivalents:
 
 
 
 
Decrease for the period
 
(328,254
)
 
(84,077
)
Beginning of period
 
567,985

 
940,103

End of period
 
$
239,731

 
$
856,026

 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest
 
$
40,608

 
$
45,672

Income taxes
 
$
484,516

 
$
222,488


See accompanying notes.

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Table of Content

HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1:
Description of Business and Presentation of Financial Statements

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

We are principally an independent petroleum refiner that produces high-value light products such as gasoline, diesel fuel, jet fuel, specialty lubricant products, and specialty and modified asphalt. We own and operate petroleum refineries that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. As of September 30, 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 September 30, 2015, the consolidated results of operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014 and consolidated cash flows for the nine months ended 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 nine months ended 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 September 30, 2015 and $2.4 million at December 31, 2014.

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(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 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 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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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 82% of HEP’s total revenues for the nine months ended 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
On August 31, 2015, HEP purchased a 50% interest in Frontier Pipeline Company, owner of 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 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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(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 September 30, 2015 and December 31, 2014 were as follows:
 
 
 
 
 
 
Fair Value by Input Level
Financial Instrument
 
Carrying Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
 
(In thousands)
September 30, 2015
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Marketable securities
 
$
387,053

 
$
387,053

 
$

 
$
387,053

 
$

NYMEX futures contracts
 
5,064

 
5,064

 
5,064

 

 

Commodity price swaps
 
113,956

 
113,956

 

 
113,956

 

Forward contracts
 
2,496

 
2,496

 

 
2,496

 

Total assets
 
$
508,569

 
$
508,569

 
$
5,064

 
$
503,505

 
$

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Commodity price swaps
 
$
140,194

 
$
140,194

 
$

 
$
140,194

 
$

HEP senior notes
 
297,067

 
288,000

 

 
288,000

 

HEP interest rate swaps
 
834

 
834

 

 
834

 

Total liabilities
 
$
438,095

 
$
429,028

 
$

 
$
429,028

 
$

December 31, 2014
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Marketable securities
 
$
474,110

 
$
474,110

 
$

 
$
474,110

 
$

NYMEX futures contracts
 
17,619

 
17,619

 
17,619

 

 

Commodity price swaps
 
208,296

 
208,296

 

 
208,296

 

HEP interest rate swaps
 
1,019

 
1,019

 

 
1,019

 

Total assets
 
$
701,044

 
$
701,044

 
$
17,619

 
$
683,425

 
$

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Commodity price swaps
 
$
196,897

 
$
196,897

 
$

 
$
196,897

 
$

HollyFrontier senior notes
 
154,144

 
155,250

 

 
155,250

 

HEP senior notes
 
296,579

 
291,000

 

 
291,000

 

HEP interest rate swaps
 
1,065

 
1,065

 

 
1,065

 

Total liabilities
 
$
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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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 nine months ended September 30, 2015 and 2014:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Level 3 Financial Instruments
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Liability balance at beginning of period
 
$

 
$
(75,637
)
 
$

 
$
(35,318
)
Change in fair value:
 
 
 
 
 
 
 
 
Recognized in other comprehensive income
 

 
178,511

 
3,852

 
65,816

Recognized in cost of products sold
 

 
11,085

 

 
12,970

Settlement date fair value of contractual maturities:
 
 
 
 
 
 
 
 
Recognized in sales and other revenues
 

 
6,202

 
(3,852
)
 
80,476

Recognized in cost of products sold
 

 
(4,251
)
 

 
(8,034
)
Asset balance at end of period
 
$

 
$
115,910

 
$

 
$
115,910



NOTE 4:
Earnings Per Share

Basic earnings per share is calculated as net income attributable to HollyFrontier stockholders divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from restricted shares and performance share units. The following is a reconciliation of the components of the basic and diluted per share computations for net income attributable to HollyFrontier stockholders:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders
 
$
196,322

 
$
175,006

 
$
784,022

 
$
503,496

Participating securities' share in earnings
 
567

 
471

 
2,245

 
1,416

Net income attributable to common shares
 
$
195,755

 
$
174,535

 
$
781,777

 
$
502,080

Average number of shares of common stock outstanding
 
187,208

 
197,261

 
191,182

 
197,895

Effect of dilutive variable restricted shares and performance share units (1)
 
136

 
274

 
100

 
201

Average number of shares of common stock outstanding assuming dilution
 
187,344

 
197,535

 
191,282

 
198,096

Basic earnings per share
 
$
1.05

 
$
0.88

 
$
4.09

 
$
2.54

Diluted earnings per share
 
$
1.04

 
$
0.88

 
$
4.09

 
$
2.53

(1) Excludes anti-dilutive restricted and performance share units of:
 
263

 
195

 
335

 
214



NOTE 5:
Stock-Based Compensation

As of 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 $6.4 million and $6.0 million for the three months ended September 30, 2015 and 2014, respectively, and $18.9 million and $18.2 million for the nine months ended 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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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 $1.3 million and $0.8 million for the three months ended September 30, 2015 and 2014, respectively, and $3.0 million and $2.5 million for the nine months ended 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.

A summary of restricted stock and restricted stock unit activity and changes during the nine months ended September 30, 2015 is presented below:
Restricted Stock and Restricted Stock Units
 
Grants
 
Weighted Average Grant Date Fair Value
 
Aggregate Intrinsic Value ($000)
 
 
 
 
 
 
 
Outstanding at January 1, 2015 (non-vested)
 
669,777

 
$
44.12

 
 
Granted
 
12,969

 
40.33

 
 
Vesting (transfer/conversion to common stock)
 
(8,699
)
 
44.08

 
 
Forfeited
 
(16,166
)
 
43.83

 
 
Outstanding at September 30, 2015 (non-vested)
 
657,881

 
$
44.05

 
$
31,920


For the nine months ended September 30, 2015, 8,699 restricted stock and restricted stock units vested having a grant date fair value of $0.4 million. As of September 30, 2015, there was $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 1.1 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 September 30, 2015, estimated share payouts for outstanding non-vested performance share unit awards averaged approximately 33% of target amounts.

A summary of performance share unit activity and changes during the nine months ended September 30, 2015 is presented below:
Performance Share Units
 
Grants
 
 
 
Outstanding at January 1, 2015 (non-vested)
 
725,054

Granted
 
4,242

Forfeited
 
(27,131
)
Outstanding at September 30, 2015 (non-vested)
 
702,165


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


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued




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

Our investment portfolio at 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.



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(Unaudited) Continued



NOTE 7:
Inventories

Inventory consists of the following components:
 
 
September 30,
2015
 
December 31, 2014
 
 
(In thousands)
Crude oil
 
$
540,992

 
$
581,592

Other raw materials and unfinished products(1)
 
175,468

 
204,467

Finished products(2)
 
663,956

 
531,523

Lower of cost or market reserve
 
(480,903
)
 
(397,478
)
Process chemicals(3)
 
7,275

 
4,028

Repair and maintenance supplies and other
 
130,236

 
110,999

Total inventory
 
$
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 $480.9 million and $397.5 million at September 30, 2015 and December 31, 2014, respectively. The December 31, 2014 market reserve of $397.5 million was reversed due to the sale of inventory quantities that gave rise to the 2014 reserve. A new market reserve of $480.9 million was established as of 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 $225.5 million and $83.4 million increase to cost of products sold for the three and nine months ended September 30, 2015, respectively.


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 $3.0 million and zero for the three months ended September 30, 2015 and 2014, respectively, and $7.6 million and $1.3 million for the nine months ended September 30, 2015 and 2014, respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $103.7 million and $104.5 million at September 30, 2015 and December 31, 2014, respectively, of which $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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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 September 30, 2015, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $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 September 30, 2015, HEP was in compliance with all of its covenants, had outstanding borrowings of $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.

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:
 
 
September 30,
2015
 
December 31,
2014
 
 
(In thousands)
6.875% Senior Notes
 
 
 
 
Principal
 
$

 
$
150,000

Unamortized premium
 

 
4,144

 
 

 
154,144

Financing Obligation
 
31,779

 
33,167

 
 
 
 
 
Total HollyFrontier long-term debt
 
31,779

 
187,311

 
 
 
 
 
HEP Credit Agreement
 
654,000

 
571,000

 
 
 
 
 
HEP 6.5% Senior Notes
 
 
 
 
Principal
 
300,000

 
300,000

Unamortized discount
 
(2,933
)
 
(3,421
)
 
 
297,067

 
296,579

 
 
 
 
 
Total HEP long-term debt
 
951,067

 
867,579

 
 
 
 
 
Total long-term debt
 
$
982,846

 
$
1,054,890


We capitalized interest attributable to construction projects of $0.1 million and $2.9 million for the three months ended September 30, 2015 and 2014, respectively, and $5.5 million and $9.0 million for the nine months ended 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 contracts that lock in the prices of future sales of refined product. These contracts have been designated as accounting hedges and are measured at fair value with offsetting adjustments (gains/losses) recorded directly to other comprehensive income. These fair value adjustments are later reclassified to earnings as the hedging instruments mature. On a quarterly basis, hedge ineffectiveness is measured by comparing the change in fair value of the swap contracts against the expected future cash inflows/outflows on the respective transaction being hedged. Any hedge ineffectiveness is also recognized in earnings.


18

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HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



The following table presents the pre-tax effect on other comprehensive income (“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
 
 
Location
 
Amount
 
Location
 
Amount
 
(In thousands)
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Change in fair value
$
430

 
Sales and other revenues
 
$
57,513

 
 
 
 
Gain reclassified to earnings due to settlements
(9,774
)
 
Cost of products sold
 
(44,023
)
 
 
 
 
Amortization of discontinued hedges reclassified to earnings
270

 
Operating expenses
 
(3,986
)
 
Cost of products sold
 
$
638

Total
$
(9,074
)
 
 
 
$
9,504

 
 
 
$
638

 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
Change in fair value
$
4,580

 
Sales and other revenues
 
$
(6,202
)
 
Sales and other revenues
 
$
1,498

Gain reclassified to earnings due to settlements
(14,400
)
 
Cost of products sold
 
20,776

 
Cost of products sold
 
(6,189
)
Amortization of discontinued hedges reclassified to earnings
270

 
Operating expenses
 
(444
)
 
Operating expenses
 
(99
)
Total
$
(9,550
)
 
 
 
$
14,130

 
 
 
$
(4,790
)
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Change in fair value
$
(5,217
)
 
Sales and other revenues
 
$
156,445

 
Sales and other revenues
 
$
(274
)
Gain reclassified to earnings due to settlements
(29,268
)
 
Cost of products sold
 
(115,756
)
 
Cost of products sold
 
4,376

Amortization of discontinued hedge reclassified to earnings
810

 
Operating expenses
 
(12,231
)
 
Operating expenses
 
547

Total
$
(33,675
)
 
 
 
$
28,458

 
 
 
$
4,649

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
Change in fair value
$
145,046

 
Sales and other revenues
 
$
(80,475
)
 
Sales and other revenues
 
$
1,498

Gain reclassified to earnings due to settlements
(33,357
)
 
Cost of products sold
 
111,217

 
Cost of products sold
 
(6,189
)
Amortization of discontinued hedge reclassified to earnings
810

 
Operating expenses
 
1,805

 
Operating expenses
 
(905
)
Total
$
112,499

 
 
 
$
32,547

 
 
 
$
(5,596
)

As of 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
 
 
Derivative Instrument
 
Total Outstanding Notional
 
2015
 
2016
 
2017
 
Unit of Measure
 
 
 
 
 
 
 
 
 
 
 
Natural gas - long
 
21,600,000

 
2,400,000

 
9,600,000

 
9,600,000

 
MMBTU
WTI crude oil - long
 
2,760,000

 
2,760,000

 

 

 
Barrels
Ultra-low sulfur diesel - short
 
2,760,000

 
2,760,000

 

 

 
Barrels
Forward diesel sales
 
225,000

 
225,000

 

 

 
Barrels


19

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HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



In 2013, we dedesignated certain commodity price swaps (long positions) that previously received hedge accounting treatment. These contracts now serve as economic hedges against price risk on forecasted natural gas purchases totaling 21,600,000 MMBTU's to be purchased ratably through 2017. As of September 30, 2015, we have an unrealized loss of $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
September 30,
 
Nine Months Ended
September 30,
Location of Gain (Loss) Recognized in Income
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Cost of products sold
 
$
13,872

 
$
27,773

 
$
41,445

 
$
3,367

Operating expenses
 
(6,528
)
 
3

 
(7,072
)
 
(185
)
Total
 
$
7,344

 
$
27,776

 
$
34,373

 
$
3,182


As of 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
 
 
Derivative Instrument
Total Outstanding Notional
 
2015
 
2016
 
2017
 
Unit of Measure
 
 
 
 
 
 
 
 
 
 
Commodity price swap (crude basis spread) - long
5,866,000

 
1,840,000

 
4,026,000

 

 
Barrels
Commodity price swap (natural gas basis spread) - long
22,626,000

 
2,010,000

 
10,308,000

 
10,308,000

 
MMBTU
Commodity price swap (natural gas) - long
21,600,000

 
2,400,000

 
9,600,000

 
9,600,000

 
MMBTU
Commodity price swap (natural gas) - short
21,600,000

 
2,400,000

 
9,600,000

 
9,600,000

 
MMBTU
NYMEX futures (WTI) - short
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 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 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 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.


20

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HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



The following table presents the pre-tax effect on other comprehensive income and earnings due to fair value adjustments and maturities of HEP's interest rate swaps under hedge accounting:
 
Unrealized Gain (Loss) Recognized in OCI
 
Loss Recognized in Earnings Due to Settlements
 
 
Location
 
Amount
 
(In thousands)
Three Months Ended September 30, 2015
 
 
 
 
 
Interest rate swaps
 
 
 
 
 
Change in fair value
$
(787
)
 
 
 
 
Loss reclassified to earnings due to settlements
526

 
Interest expense
 
$
(526
)
Total
$
(261
)
 
 
 
$
(526
)
 
 
 
 
 
 
Three Months Ended September 30, 2014
 
 
 
 
 
Interest rate swaps
 
 
 
 
 
Change in fair value
$
553

 
 
 
 
Loss reclassified to earnings due to settlements
556

 
Interest expense
 
$
(556
)
Total
$
1,109

 
 
 
$
(556
)
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
Interest rate swaps
 
 
 
 
 
Change in fair value
$
(2,373
)
 
 
 
 
Loss reclassified to earnings due to settlements
1,585

 
Interest expense
 
$
(1,585
)
Total
$
(788
)
 
 
 
$
(1,585
)
 
 
 
 
 
 
Nine Months Ended September 30, 2014
 
 
 
 
 
Interest rate swaps
 
 
 
 
 
Change in fair value
$
(1,189
)
 
 
 
 
Loss reclassified to earnings due to settlements
1,647

 
Interest expense
 
$
(1,647
)
Total
$
458

 
 
 
$
(1,647
)


21

Table of Contents
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



The following table presents the fair value and balance sheet locations of our outstanding derivative instruments. These amounts are presented on a gross basis with offsetting balances that reconcile to a net asset or liability position in our consolidated balance sheets. We present on a net basis to reflect the net settlement of these positions in accordance with provisions of our master netting arrangements.
 
 
Derivatives in Net Asset Position
 
Derivatives in Net Liability Position
 
 
Gross Assets
 
Gross Liabilities Offset in Balance Sheet
 
Net Assets Recognized in Balance Sheet
 
Gross Liabilities
 
Gross Assets Offset in Balance Sheet
 
Net Liabilities Recognized in Balance Sheet
 
 
 
 
(In thousands)
 
 
September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives designated as cash flow hedging instruments:
 
 
Commodity price swap contracts
 
$
55,850

 
$
(51,209
)
 
$
4,641

 
$
41,721

 
$
(14,851
)
 
$
26,870

Forward contracts
 
2,496

 

 
2,496

 

 

 

Interest rate swap contracts
 

 

 

 
834

 

 
834

 
 
$
58,346

 
$
(51,209
)
 
$
7,137

 
$
42,555

 
$
(14,851
)
 
$
27,704

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as cash flow hedging instruments:
 
 
Commodity price swap contracts
 
$
15,781

 
$
(13,539
)
 
$
2,242

 
$
33,841

 
$
(27,590
)
 
$
6,251

NYMEX futures contracts
 
5,064

 

 
5,064

 

 

 

 
 
$
20,845

 
$
(13,539
)
 
$
7,306

 
$
33,841

 
$
(27,590
)
 
$
6,251

 
 
 
 
 
 
 
 
 
 
 
 
 
Total net balance
 
 
 
 
 
$
14,443

 
 
 
 
 
$
33,955

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance sheet classification:
 
 
 
 
 
Accrued liabilities
 
$
6,575

 
 
Prepayment and other
 
$
14,443

 
Other long-term liabilities
 
27,380

 
 
 
 
 
 
$
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



22

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HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



At September 30, 2015, we had a pre-tax net unrealized loss of $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 $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 nine months ended September 30, 2015 are presented below:
 
 
HollyFrontier
Stockholders’
Equity
 
Noncontrolling
Interest
 
Total
Equity
 
 
(In thousands)
Balance at December 31, 2014
 
$
5,523,584

 
$
577,135

 
$
6,100,719

Net income
 
784,022

 
42,433

 
826,455

Dividends
 
(187,372
)
 

 
(187,372
)
Distributions to noncontrolling interest holders
 

 
(61,366
)
 
(61,366
)
Other comprehensive loss, net of tax
 
(20,727
)
 
(477
)
 
(21,204
)
Equity-based compensation
 
18,905

 
3,023

 
21,928

Tax attributable to equity-based compensation
 
(1,020
)
 

 
(1,020
)
Purchase of treasury stock (1)
 
(496,224
)
 

 
(496,224
)
Purchase of HEP units for restricted grants
 

 
(247
)
 
(247
)
Other
 

 
15

 
15

Balance at September 30, 2015
 
$
5,621,168

 
$
560,516

 
$
6,181,684

 
(1)
Includes 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 September 30, 2015, we had remaining authorization to repurchase up to $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 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 market purchase price 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.



23

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HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



NOTE 12:
Other Comprehensive Income (Loss)

The components and allocated tax effects of other comprehensive income (loss) are as follows:
 
 
Before-Tax
 
Tax Expense
(Benefit)
 
After-Tax
 
 
(In thousands)
Three Months Ended September 30, 2015
 
 
 
 
 
 
Net unrealized gain on marketable securities
 
$
166

 
$
64

 
$
102

Net unrealized loss on hedging instruments
 
(9,335
)
 
(3,552
)
 
(5,783
)
Other comprehensive loss
 
(9,169
)
 
(3,488
)
 
(5,681
)
Less other comprehensive loss attributable to noncontrolling interest
 
(158
)
 

 
(158
)
Other comprehensive loss attributable to HollyFrontier stockholders
 
$
(9,011
)
 
$
(3,488
)
 
$
(5,523
)
 
 
 
 
 
 
 
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
 
$
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
 
112,957

 
43,616

 
69,341

Net change in pension and other post-retirement benefit obligations
 
333

 
128

 
205

Other comprehensive income
 
113,161

 
43,694

 
69,467

Less other comprehensive income attributable to noncontrolling interest
 
278

 

 
278

Other comprehensive income attributable to HollyFrontier stockholders
 
$
112,883

 
$
43,694

 
$
69,189


24

Table of Contents
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued




The following table presents the income statement line item effects for reclassifications out of accumulated other comprehensive income (“AOCI”):
AOCI Component
 
Gain (Loss) Reclassified From AOCI
 
Income Statement Line Item
 
 
(In thousands)
 
 
 
 
Three Months Ended September 30,
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Marketable securities
 
$

 
$
12

 
Interest income
 
 

 
5

 
Income tax expense
 
 

 
7

 
Net of tax
 
 
 
 
 
 
 
Hedging instruments:
 
 
 
 
 
 
Commodity price swaps
 
57,513

 
(6,202
)
 
Sales and other revenues
 
 
(44,023
)
 
20,776

 
Cost of products sold
 
 
(3,986
)
 
(444
)
 
Operating expenses
Interest rate swaps
 
(526
)
 
(556
)
 
Interest expense
 
 
8,978

 
13,574

 
 
 
 
3,598

 
5,384

 
Income tax expense
 
 
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
 
 

 
(163
)
 
Income tax benefit
 
 

 
(259
)
 
Net of tax
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
5,699

 
$
8,275

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
 
 
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Marketable securities
 
$
4

 
$
13

 
Interest income
 
 
42

 

 
Gain on sale of assets
 
 
46

 
13

 
 
 
 
18

 
5

 
Income tax expense
 
 
28

 
8

 
Net of tax
 
 
 
 
 
 
 
Hedging instruments:
 
 
 
 
 
 
Commodity price swaps
 
156,445

 
(80,475
)
 
Sales and other revenues
 
 
(115,756
)
 
111,217

 
Cost of products sold
 
 
(12,231
)
 
1,805

 
Operating expenses
Interest rate swaps
 
(1,585
)
 
(1,647
)
 
Interest expense
 
 
26,873

 
30,900

 
 
 
 
10,772

 
12,345

 
Income tax expense
 
 
16,101

 
18,555

 
Net of tax
 
 
961

 
998

 
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
 
$
17,090

 
$
19,302

 
 

Accumulated other comprehensive income in the equity section of our consolidated balance sheets includes:
 
 
September 30,
2015
 
December 31,
2014
 
 
(In thousands)
Unrealized gain on post-retirement benefit obligations
 
$
20,689

 
$
20,689

Unrealized loss on marketable securities
 
20

 
(85
)
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest
 
(13,542
)
 
7,290

Accumulated other comprehensive income
 
$
7,167

 
$
27,894




25

Table of Contents
HOLLYFRONTIER CORPORATION
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
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Service cost – benefit earned during the period
 
$
424

 
$
224

 
$
1,272

 
$
672

Interest cost on projected benefit obligations
 
205

 
159

 
615

 
478

Amortization of prior service credit
 
(871
)
 
(1,074
)
 
(2,613
)
 
(3,222
)
Amortization of net loss
 
46

 

 
138

 

Net periodic post-retirement credit
 
$
(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 $2.6 million for the three months ended September 30, 2014 and $8.1 million for the nine months ended 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 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 September 30, 2015 and December 31, 2014, as well as for the 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.



26

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.

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, 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 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


27

Table of Contents
HOLLYFRONTIER CORPORATION
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 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.”




28

Table of Contents
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



Condensed Consolidating Balance Sheet
 
 
 
 
 
 
 
 
 
 
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)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
228,849

 
$

 
$
26

 
$

 
$
228,875

 
$
10,856

 
$

 
$
239,731

Marketable securities
 
387,053

 

 

 

 
387,053

 

 

 
387,053

Accounts receivable, net
 
3,542

 
516,964

 
2,775

 

 
523,281

 
32,968

 
(33,900
)
 
522,349

Intercompany accounts receivable
 

 
1,037,776

 
466,155

 
(1,503,931
)
 

 

 

 

Inventories
 

 
1,035,121

 

 

 
1,035,121

 
1,903

 

 
1,037,024

Deferred income tax assets
 
48,419

 

 

 

 
48,419

 

 

 
48,419

Prepayments and other
 
8,222

 
69,150

 

 

 
77,372

 
2,671

 
(6,946
)
 
73,097

Total current assets
 
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
 
33,404

 
3,160,133

 
941

 

 
3,194,478

 
1,031,902

 
(249,122
)
 
3,977,258

Investment in subsidiaries
 
7,199,848

 
361,459

 

 
(7,561,307
)
 

 

 

 

Intangibles and other assets
 
26,713

 
2,345,298

 
25,000

 
(25,000
)
 
2,372,011

 
418,960

 
(4,265
)
 
2,786,706

Total assets
 
$
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
 
$
18,350

 
$
930,939

 
$

 
$

 
$
949,289

 
$
11,236

 
$
(33,900
)
 
$
926,625

Intercompany accounts payable
 
1,503,931

 

 

 
(1,503,931
)
 

 

 

 

Income tax payable
 
39,536

 

 

 

 
39,536

 

 

 
39,536

Accrued liabilities
 
51,481

 
55,720

 
1,733

 

 
108,934

 
24,304

 
(6,946
)
 
126,292

Total current liabilities
 
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

 
31,779

 

 
(25,000
)
 
31,779

 
951,067

 

 
982,846

Liability to HEP
 

 
224,195

 

 

 
224,195

 

 
(224,195
)
 

Deferred income tax liabilities
 
636,081

 

 

 

 
636,081

 
356

 

 
636,437

Other long-term liabilities
 
41,790

 
83,420

 

 

 
125,210

 
58,417

 
(5,410
)
 
178,217

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment in HEP
 

 

 
131,705

 

 
131,705

 

 
(131,705
)
 

Equity – HollyFrontier
 
5,619,881

 
7,199,848

 
361,459

 
(7,561,307
)
 
5,619,881

 
359,136

 
(357,849
)
 
5,621,168

Equity – noncontrolling interest
 

 

 

 

 

 
94,744

 
465,772

 
560,516

Total liabilities and equity
 
$
7,936,050

 
$
8,525,901

 
$
494,897

 
$
(9,090,238
)
 
$
7,866,610

 
$
1,499,260

 
$
(294,233
)
 
$
9,071,637


29

Table of Contents
HOLLYFRONTIER CORPORATION
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




30

Table of Contents
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued




Condensed Consolidating Statement of Income and Comprehensive Income
 
 
 
 
 
 
 
 
 
 
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)
Sales and other revenues
 
$
107

 
$
3,571,188

 
$
1

 
$

 
$
3,571,296

 
$
88,389

 
$
(73,862
)
 
$
3,585,823

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 

 
2,726,848

 

 
(91
)
 
2,726,757

 

 
(72,898
)
 
2,653,859

Lower of cost or market inventory valuation adjustment
 

 
225,451

 

 

 
225,451

 

 

 
225,451

Operating expenses
 

 
239,653

 

 
796

 
240,449

 
25,095

 
(146
)
 
265,398

General and administrative
 
27,084

 
680

 
14

 
(705
)
 
27,073

 
3,673

 

 
30,746

Depreciation and amortization
 
2,861

 
72,584

 
8

 

 
75,453

 
15,919

 
(3,608
)
 
87,764

Total operating costs and expenses
 
29,945

 
3,265,216

 
22

 

 
3,295,183

 
44,687

 
(76,652
)
 
3,263,218

Income (loss) from operations
 
(29,838
)
 
305,972

 
(21
)
 

 
276,113

 
43,702

 
2,790

 
322,605

Other income (expense):
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Earnings (loss) of equity method investments
 
336,756

 
22,006

 
21,799

 
(358,762
)
 
21,799

 
1,269

 
(21,799
)
 
1,269

Interest income (expense)
 
(998
)
 
1,740

 
219

 

 
961

 
(9,106
)
 
(2,284
)
 
(10,429
)
Gain on sale of assets
 
16

 
7,036

 

 

 
7,052

 
176

 

 
7,228

 
 
335,774

 
30,782

 
22,018

 
(358,762
)
 
29,812

 
(7,661
)
 
(24,083
)
 
(1,932
)
Income before income taxes
 
305,936

 
336,754

 
21,997

 
(358,762
)
 
305,925

 
36,041

 
(21,293
)
 
320,673

Income tax provision
 
109,997

 

 

 

 
109,997

 
69

 

 
110,066

Net income
 
195,939

 
336,754

 
21,997

 
(358,762
)
 
195,928

 
35,972

 
(21,293
)
 
210,607

Less net income attributable to noncontrolling interest
 

 

 
(9
)
 

 
(9
)
 
831

 
13,463

 
14,285

Net income attributable to HollyFrontier stockholders
 
$
195,939

 
$
336,754

 
$
22,006

 
$
(358,762
)
 
$
195,937

 
$
35,141

 
$
(34,756
)
 
$
196,322

Comprehensive income attributable to HollyFrontier stockholders
 
$
190,414

 
$
327,419

 
$
21,903

 
$
(349,322
)
 
$
190,414

 
$
35,038

 
$
(34,653
)
 
$
190,799


Condensed Consolidating Statement of Income and Comprehensive Income
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2014
 
Parent
 
Guarantor
Restricted
Subsidiaries
 
Non-
Guarantor
Restricted
Subsidiaries
 
Eliminations
 
HollyFrontier
Corp. Before
Consolidation
of HEP
 
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
 
Consolidations and Eliminations
 
Consolidated
 
 
(In thousands)
Sales and other revenues
 
$
103

 
$
5,303,131

 
$

 
$

 
$
5,303,234

 
$
82,141

 
$
(67,820
)
 
$
5,317,555

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 

 
4,692,587

 

 

 
4,692,587

 

 
(66,694
)
 
4,625,893

Operating expenses
 

 
255,871

 

 

 
255,871

 
25,456

 
(370
)
 
280,957

General and administrative
 
24,904

 
530

 
36

 
(587
)
 
24,883

 
2,266

 

 
27,149

Depreciation and amortization
 
2,055

 
66,832

 

 
587

 
69,474

 
15,078

 
(3,607
)
 
80,945

Total operating costs and expenses
 
26,959

 
5,015,820

 
36

 

 
5,042,815

 
42,800

 
(70,671
)
 
5,014,944

Income (loss) from operations
 
(26,856
)
 
287,311

 
(36
)
 

 
260,419

 
39,341

 
2,851

 
302,611

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) of equity method investments
 
305,736

 
17,021

 
19,040

 
(324,884
)
 
16,913

 
880

 
(19,040
)
 
(1,247
)
Interest income (expense)
 
(1,227
)
 
1,962

 
144

 

 
879

 
(8,585
)
 
(2,328
)
 
(10,034
)
Loss on sale of assets
 

 
(556
)
 

 

 
(556
)
 

 

 
(556
)
 
 
304,509

 
18,427

 
19,184

 
(324,884
)
 
17,236

 
(7,705
)
 
(21,368
)
 
(11,837
)
Income before income taxes
 
277,653

 
305,738

 
19,148

 
(324,884
)
 
277,655

 
31,636

 
(18,517
)
 
290,774

Income tax provision
 
103,174

 

 

 

 
103,174

 
42

 

 
103,216

Net income
 
174,479

 
305,738

 
19,148

 
(324,884
)
 
174,481

 
31,594

 
(18,517
)
 
187,558

Less net income attributable to noncontrolling interest
 

 

 

 

 

 
1,509

 
11,043

 
12,552

Net income attributable to HollyFrontier stockholders
 
$
174,479

 
$
305,738

 
$
19,148

 
$
(324,884
)
 
$
174,481

 
$
30,085

 
$
(29,560
)
 
$
175,006

Comprehensive income attributable to HollyFrontier stockholders
 
$
169,050

 
$
296,622

 
$
19,584

 
$
(316,206
)
 
$
169,050

 
$
30,520

 
$
(29,993
)
 
$
169,577



31

Table of Contents
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued



Condensed Consolidating Statement of Income and Comprehensive Income
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30, 2015
 
Parent
 
Guarantor
Restricted
Subsidiaries
 
Non-
Guarantor
Restricted
Subsidiaries
 
Eliminations
 
HollyFrontier
Corp. Before
Consolidation
of HEP
 
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
 
Consolidations and Eliminations
 
Consolidated
 
 
(In thousands)
Sales and other revenues
 
$
381

 
$
10,247,056

 
$
1

 
$

 
$
10,247,438

 
$
261,624

 
$
(214,701
)
 
$
10,294,361

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 

 
8,004,718

 

 
(91
)
 
8,004,627

 

 
(211,920
)
 
7,792,707

Lower of cost or market inventory valuation adjustment
 

 
83,425

 

 

 
83,425

 

 

 
83,425

Operating expenses
 

 
696,446

 

 
796

 
697,242

 
78,350

 
(433
)
 
775,159

General and administrative
 
75,716

 
1,666

 
96

 
(705
)
 
76,773

 
9,659

 

 
86,432

Depreciation and amortization
 
7,769

 
213,628

 
24

 

 
221,421

 
44,869

 
(10,711
)
 
255,579

Total operating costs and expenses
 
83,485

 
8,999,883

 
120

 

 
9,083,488

 
132,878

 
(223,064
)
 
8,993,302

Income (loss) from operations
 
(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
 
1,314,982

 
54,375

 
62,416

 
(1,377,898
)
 
53,875

 
2,634

 
(62,416
)
 
(5,907
)
Interest income (expense)
 
(1,835
)
 
5,707

 
593

 

 
4,465

 
(26,926
)
 
(6,949
)
 
(29,410
)
Loss on early extinguishment of debt
 
(1,370
)
 

 

 

 
(1,370
)
 

 

 
(1,370
)
Gain on sale of assets
 
736

 
7,725

 

 

 
8,461

 
406

 

 
8,867

 
 
1,312,513

 
67,807

 
63,009

 
(1,377,898
)
 
65,431

 
(23,886
)
 
(69,365
)
 
(27,820
)
Income before income taxes
 
1,229,409

 
1,314,980

 
62,890

 
(1,377,898
)
 
1,229,381

 
104,860

 
(61,002
)
 
1,273,239

Income tax provision
 
446,678

 

 

 

 
446,678

 
106

 

 
446,784

Net income
 
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
 

 

 
(26
)
 

 
(26
)
 
6,601

 
35,858

 
42,433

Net income attributable to HollyFrontier stockholders
 
$
782,731

 
$
1,314,980

 
$
62,916

 
$
(1,377,898
)
 
$
782,729

 
$
98,153

 
$
(96,860
)
 
$
784,022

Comprehensive income attributable to HollyFrontier stockholders
 
$
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
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30, 2014
 
Parent
 
Guarantor
Restricted
Subsidiaries
 
Non-
Guarantor
Restricted
Subsidiaries
 
Eliminations
 
HollyFrontier
Corp. Before
Consolidation
of HEP
 
Non-Guarantor
Non-Restricted
Subsidiaries
(HEP Segment)
 
Consolidations and Eliminations
 
Consolidated
 
 
(In thousands)
Sales and other revenues
 
$
383

 
$
15,440,531

 
$
935

 
$

 
$
15,441,849

 
$
244,177

 
$
(204,818
)
 
$
15,481,208

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold
 

 
13,640,897

 

 

 
13,640,897

 

 
(201,538
)
 
13,439,359

Operating expenses
 

 
754,798

 

 

 
754,798

 
72,835

 
(1,056
)
 
826,577

General and administrative
 
70,354

 
4,038

 
112

 

 
74,504

 
7,933

 

 
82,437

Depreciation and amortization
 
5,855

 
221,999

 

 

 
227,854

 
45,739

 
(10,710
)
 
262,883

Total operating costs and expenses
 
76,209

 
14,621,732

 
112

 

 
14,698,053

 
126,507

 
(213,304
)
 
14,611,256

Income (loss) from operations
 
(75,826
)
 
818,799

 
823

 

 
743,796

 
117,670

 
8,486

 
869,952

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) of equity method investments
 
871,883

 
47,589

 
51,455

 
(924,578
)
 
46,349

 
2,150

 
(51,455
)
 
(2,956
)
Interest income (expense)
 
(2,024
)
 
6,051

 
417

 

 
4,444

 
(27,365
)
 
(7,007
)
 
(29,928
)
Loss on early extinguishment of debt
 

 

 

 

 

 
(7,677
)
 

 
(7,677
)
Loss on sale of assets
 

 
(556
)
 

 

 
(556
)
 

 

 
(556
)
 
 
869,859

 
53,084

 
51,872

 
(924,578
)
 
50,237

 
(32,892
)
 
(58,462
)
 
(41,117
)
Income before income taxes
 
794,033

 
871,883

 
52,695

 
(924,578
)
 
794,033

 
84,778

 
(49,976
)
 
828,835

Income tax provision
 
292,017

 

 

 

 
292,017

 
145

 

 
292,162

Net income
 
502,016

 
871,883

 
52,695

 
(924,578
)
 
502,016

 
84,633

 
(49,976
)
 
536,673

Less net income attributable to noncontrolling interest
 

 

 

 

 

 
6,562

 
26,615

 
33,177

Net income attributable to HollyFrontier stockholders
 
$
502,016

 
$
871,883

 
$
52,695

 
$
(924,578
)
 
$
502,016

 
$
78,071

 
$
(76,591
)
 
$
503,496

Comprehensive income attributable to HollyFrontier stockholders
 
$
571,205

 
$
984,562

 
$
52,875

 
$
(1,037,437
)
 
$
571,205

 
$
78,250

 
$
(76,770
)
 
$
572,685


32

Table of Contents
HOLLYFRONTIER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) Continued




Condensed Consolidating Statement of Cash Flows
 
 
 
 
 
 
 
 
 
 
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)
Cash flows from operating activities
 
$
(525,515
)
 
$
1,257,692

 
$
72,388

 
$

 
$
804,565

 
$
165,527

 
$
(66,751
)
 
$
903,341

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additions to properties, plants and equipment
 
(8,126
)
 
(408,422
)
 
(63
)
 

 
(416,611
)
 

 

 
(416,611
)
Additions to properties, plants and equipment – HEP
 

 

 

 

 

 
(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
 
(402,984
)
 

 

 

 
(402,984
)
 

 

 
(402,984
)
Sales and maturities of marketable securities
 
490,251

 

 

 

 
490,251

 

 

 
490,251

Net advances to Parent
 

 
(863,068
)
 
(72,389
)
 
935,457

 

 

 

 

 
 
79,141

 
(1,256,303
)
 
(72,452
)
 
935,457

 
(314,157
)
 
(111,283
)
 

 
(425,440
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net borrowings under credit agreement – HEP
 

 

 

 

 

 
83,000

 

 
83,000

Redemption of senior notes - HFC
 
(155,156
)
 

 

 

 
(155,156
)
 

 

 
(155,156
)
Purchase of treasury stock
 
(481,766
)
 

 

 

 
(481,766
)
 

 

 
(481,766
)
Dividends
 
(187,372
)
 

 

 

 
(187,372
)
 

 

 
(187,372
)
Distributions to noncontrolling interest
 

 

 

 

 

 
(128,117
)
 
66,751

 
(61,366
)
Other, net
 
(1,020
)
 
(1,389
)
 
15

 

 
(2,394
)
 
(1,101
)
 

 
(3,495
)
Net advances from subsidiaries
 
935,457

 

 

 
(935,457
)
 

 

 

 

 
 
110,143

 
(1,389
)
 
15

 
(935,457
)
 
(826,688
)
 
(46,218
)
 
66,751

 
(806,155
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) for the period
 
(336,231
)
 

 
(49
)
 

 
(336,280
)
 
8,026

 

 
(328,254
)
Beginning of period
 
565,080

 

 
75

 

 
565,155

 
2,830

 

 
567,985

End of period
 
$
228,849

 
$

 
$
26

 
$

 
$
228,875

 
$
10,856

 
$

 
$
239,731





33

Table of Contents
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


34

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 September 30, 2015, net income attributable to HollyFrontier stockholders was $196.3 million compared to $175.0 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, net income attributable to HollyFrontier stockholders was $784.0 million compared to $503.5 million for the nine months ended September 30, 2014. Our financial results for the third quarter of 2015 reflect a $225.5 million ($146.3 million after-tax) non-cash charge attributable to our 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 27% and 21% over the respective three and nine months ended September 30, 2014. For the 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 460,000 BPD of crude. Strong operations, improved realized margins, lower costs and share repurchases drove an 18% increase in earnings per share (over 100% excluding the third quarter lower of cost or market inventory valuation charge) compared to the third quarter of 2014.


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 $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 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 nine months ended September 30, 2015 and 2014 is presented in the following sections.

35

Table of Content

RESULTS OF OPERATIONS

Financial Data (Unaudited) 
 
 
Three Months Ended September 30,
 
Change from 2014
 
 
2015
 
2014
 
Change
 
Percent
 
 
(In thousands, except per share data)
Sales and other revenues
 
$
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)
 
2,653,859

 
4,625,893

 
(1,972,034
)
 
(43
)
Lower of cost or market inventory valuation adjustment
 
225,451

 

 
225,451

 

 
 
2,879,310

 
4,625,893

 
(1,746,583
)
 
(38
)
Operating expenses (exclusive of depreciation and amortization)
 
265,398

 
280,957

 
(15,559
)
 
(6
)
General and administrative expenses (exclusive of depreciation and amortization)
 
30,746

 
27,149

 
3,597

 
13

Depreciation and amortization
 
87,764

 
80,945

 
6,819

 
8

Total operating costs and expenses
 
3,263,218

 
5,014,944

 
(1,751,726
)
 
(35
)
Income from operations
 
322,605

 
302,611

 
19,994

 
7

Other income (expense):
 
 
 
 
 
 
 
 
Earnings (loss) of equity method investments
 
1,269

 
(1,247
)
 
2,516

 
202

Interest income
 
673

 
1,004

 
(331
)
 
(33
)
Interest expense
 
(11,102
)
 
(11,038
)
 
(64
)
 
1

Gain (loss) on sale of assets
 
7,228

 
(556
)
 
7,784

 
(1,400
)
 
 
(1,932
)
 
(11,837
)
 
9,905

 
(84
)
Income before income taxes
 
320,673

 
290,774

 
29,899

 
10

Income tax provision
 
110,066

 
103,216

 
6,850

 
7

Net income
 
210,607

 
187,558

 
23,049

 
12

Less net income attributable to noncontrolling interest
 
14,285

 
12,552

 
1,733

 
14

Net income attributable to HollyFrontier stockholders
 
$
196,322

 
$
175,006

 
$
21,316

 
12
 %
Earnings per share attributable to HollyFrontier stockholders:
 
 
 
 
 
 
 
 
Basic
 
$
1.05

 
$
0.88

 
$
0.17

 
19
 %
Diluted
 
$
1.04

 
$
0.88

 
$
0.16

 
18
 %
Cash dividends declared per common share
 
$
0.33

 
$
0.82

 
$
(0.49
)
 
(60
)%
Average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
187,208

 
197,261

 
(10,053
)
 
(5
)%
Diluted
 
187,344

 
197,535

 
(10,191
)
 
(5
)%


36

Table of Content

 
 
Nine Months Ended
September 30,
 
Change from 2014
 
 
2015
 
2014
 
Change
 
Percent
 
 
(In thousands, except per share data)
Sales and other revenues
 
$
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)
 
7,792,707

 
13,439,359

 
(5,646,652
)
 
(42
)
Lower of cost or market inventory valuation adjustment
 
83,425

 

 
83,425

 

 
 
7,876,132

 
13,439,359

 
(5,563,227
)
 
(41
)
Operating expenses (exclusive of depreciation and amortization)
 
775,159

 
826,577

 
(51,418
)
 
(6
)
General and administrative expenses (exclusive of depreciation and amortization)
 
86,432

 
82,437

 
3,995

 
5

Depreciation and amortization
 
255,579

 
262,883

 
(7,304
)
 
(3
)
Total operating costs and expenses
 
8,993,302

 
14,611,256

 
(5,617,954
)
 
(38
)
Income from operations
 
1,301,059

 
869,952

 
431,107

 
50

Other income (expense):
 
 
 
 
 
 
 
 
Loss of equity method investments
 
(5,907
)
 
(2,956
)
 
(2,951
)
 
100

Interest income
 
2,403

 
3,593

 
(1,190
)
 
(33
)
Interest expense
 
(31,813
)
 
(33,521
)
 
1,708

 
(5
)
Loss on early extinguishment of debt
 
(1,370
)
 
(7,677
)
 
6,307

 
(82
)
Gain (loss) on sale of assets
 
8,867

 
(556
)
 
9,423

 
(1,695
)
 
 
(27,820
)
 
(41,117
)
 
13,297

 
(32
)
Income before income taxes
 
1,273,239

 
828,835

 
444,404

 
54

Income tax provision
 
446,784

 
292,162

 
154,622

 
53

Net income
 
826,455

 
536,673

 
289,782

 
54

Less net income attributable to noncontrolling interest
 
42,433

 
33,177

 
9,256

 
28

Net income attributable to HollyFrontier stockholders
 
$
784,022

 
$
503,496

 
$
280,526

 
56
 %
Earnings per share attributable to HollyFrontier stockholders:
 
 
 
 
 
 
 
 
Basic
 
$
4.09

 
$
2.54

 
$
1.55

 
61
 %
Diluted
 
$
4.09

 
$
2.53

 
$
1.56

 
62
 %
Cash dividends declared per common share
 
$
0.98

 
$
2.44

 
$
(1.46
)
 
(60
)%
Average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
191,182

 
197,895

 
(6,713
)
 
(3
)%
Diluted
 
191,282

 
198,096

 
(6,814
)
 
(3
)%


Balance Sheet Data
 
 
September 30, 2015
 
December 31, 2014
 
 
(Unaudited)
 
 
 
 
(In thousands)
Cash, cash equivalents and short-term investments in marketable securities
 
$
626,784

 
$
1,042,095

Working capital
 
$
1,215,220

 
$
1,531,595

Total assets
 
$
9,071,637

 
$
9,230,640

Long-term debt
 
$
982,846

 
$
1,054,890

Total equity
 
$
6,181,684

 
$
6,100,719



37

Table of Content

Other Financial Data (Unaudited) 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Net cash provided by operating activities
 
$
333,401

 
$
84,454

 
$
903,341

 
$
805,933

Net cash used for investing activities
 
$
(192,061
)
 
$
(53,632
)
 
$
(425,440
)
 
$
(247,856
)
Net cash used for financing activities
 
$
(134,968
)
 
$
(293,098
)
 
$
(806,155
)
 
$
(642,154
)
Capital expenditures
 
$
156,984

 
$
124,364

 
$
473,897

 
$
369,133

EBITDA (1)
 
$
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
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
 
 
 
 
 
 
 
 
Crude charge (BPD) (1)
 
277,290

 
252,310

 
271,800

 
257,800

Refinery throughput (BPD) (2)
 
295,250

 
258,950

 
286,420

 
269,700

Refinery production (BPD) (3)
 
282,370

 
254,480

 
274,990

 
265,210

Sales of produced refined products (BPD)
 
267,360

 
249,850

 
265,210

 
256,520

Sales of refined products (BPD) (4)
 
312,990

 
280,220

 
291,210

 
274,580

Refinery utilization (5)
 
106.7
%
 
97.0
%
 
104.5
%
 
99.2
%
 
 
 
 
 
 
 
 
 
Average per produced barrel (6)
 
 
 
 
 
 
 
 
Net sales
 
$
74.15

 
$
113.67

 
$
75.34

 
$
114.96

Cost of products (7)
 
55.48

 
100.32

 
58.27

 
101.35

Refinery gross margin (8)
 
18.67

 
13.35

 
17.07

 
13.61

Refinery operating expenses (9)
 
4.79

 
5.56

 
4.68

 
5.38

Net operating margin (8)
 
$
13.88

 
$
7.79

 
$
12.39

 
$
8.23

 
 
 
 
 
 
 
 
 
Refinery operating expenses per throughput barrel (10)
 
$
4.34

 
$
5.36

 
$
4.33

 
$
5.12

 
 
 
 
 
 
 
 
 
Feedstocks:
 
 
 
 
 
 
 
 
Sweet crude oil
 
60
%
 
73
%
 
60
%
 
73
%
Sour crude oil
 
24
%
 
10
%
 
22
%
 
6
%
Heavy sour crude oil
 
10
%
 
15
%
 
13
%
 
16
%
Other feedstocks and blends
 
6
%
 
2
%
 
5
%
 
5
%
Total
 
100
%
 
100
%
 
100
%
 
100
%

38

Table of Content

 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
Mid-Continent Region (El Dorado and Tulsa Refineries)
 
 
 
 
 
 
 
 
Sales of produced refined products:
 
 
 
 
 
 
 
 
Gasolines
 
49
%
 
47
%
 
48
%
 
46
%
Diesel fuels
 
34
%
 
32
%
 
35
%
 
33
%
Jet fuels
 
7
%
 
7
%
 
7
%
 
8
%
Fuel oil
 
1
%
 
1
%
 
1
%
 
1
%
Asphalt
 
2
%
 
3
%
 
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)
 
104,910

 
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
%

39

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
%

40

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 $225.5 million and $83.4 million for the three and nine months ended 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 September 30, 2015 Compared to Three Months Ended September 30, 2014

Summary
Net income attributable to HollyFrontier stockholders for the three months ended September 30, 2015 was $196.3 million ($1.05 per basic and $1.04 per diluted share), a $21.3 million increase compared to $175.0 million ($0.88 per basic and diluted share) for the three months ended 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 charge of $146.3 million, net of tax. Refinery gross margins for the three months ended September 30, 2015 increased to $19.85 per produced barrel from $15.59 for the three months ended September 30, 2014.

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

Cost of Products Sold
Total cost of products sold decreased 38% from $4,625.9 million for the three months ended September 30, 2014 to $2,879.3 million for the three months ended September 30, 2015, due principally to lower crude oil costs, partially offset by higher sales volumes of refined products. Additionally, this decrease is partially offset by a $225.5 million charge attributable to a new $480.9 million lower of cost or market reserve at September 30, 2015. The reserve at 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 46% from $98.91 for the three months ended September 30, 2014 to $53.72 for the three months ended September 30, 2015.


41

Table of Content

Gross Refinery Margins
Gross refinery margin per produced barrel increased 27% from $15.59 for the three months ended September 30, 2014 to $19.85 for the three months ended 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 6% from $281.0 million for the three months ended September 30, 2014 to $265.4 million for the three months ended September 30, 2015. This decrease is principally due to lower repair and maintenance costs compared to the same period of 2014.

General and Administrative Expenses
General and administrative expenses increased 13% from $27.1 million for the three months ended September 30, 2014 to $30.7 million for the three months ended September 30, 2015 due principally to higher salary and incentive compensation expense during the current year quarter.

Depreciation and Amortization Expenses
Depreciation and amortization increased 8% from $80.9 million for the three months ended September 30, 2014 to $87.8 million for the three months ended September 30, 2015. This increase was due principally to depreciation and amortization attributable to capitalized improvement projects and capitalized refinery turnaround costs.

Interest Income
Interest income for the three months ended September 30, 2015 was $0.7 million compared to $1.0 million for the three months ended 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 $11.1 million for the three months ended September 30, 2015 compared to $11.0 million for the three months ended September 30, 2014. The slight increase is due to 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 September 30, 2015 and 2014, interest expense included $9.5 million and $8.6 million, respectively, in interest costs attributable to limited recourse debt that finances HEP operations.

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


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

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


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Sales and Other Revenues
Sales and other revenues decreased 34% from $15,481.2 million for the nine months ended September 30, 2014 to $10,294.4 million for the nine months ended 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 $115.61 for the nine months ended September 30, 2014 compared to $74.61 for the nine months ended September 30, 2015. Sales and other revenues for the nine months ended September 30, 2015 and 2014 include $47.4 million and $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 41% from $13,439.4 million for the nine months ended September 30, 2014 to $7,876.1 million for the nine months ended September 30, 2015, due principally to lower crude oil costs, partially offset by higher sales volumes of refined products. Additionally, this decrease is partially offset by an $83.4 million charge attributable to a new $480.9 million lower of cost or market reserve at September 30, 2015 that was partially offset by the reversal of the $397.5 million lower of cost or market inventory reserve that was established in 2014. The reserve at 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 marketplace decreased 44% from $100.66 for the nine months ended September 30, 2014 to $56.58 for the nine months ended September 30, 2015.

Gross Refinery Margins
Gross refinery margin per produced barrel increased 21% from $14.95 for the nine months ended September 30, 2014 to $18.03 for the nine months ended 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 6% from $826.6 million for the nine months ended September 30, 2014 to $775.2 million for the nine months ended 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 from $82.4 million for the nine months ended September 30, 2014 to $86.4 million for the nine months ended 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 3% from $262.9 million for the nine months ended September 30, 2014 to $255.6 million for the nine months ended September 30, 2015. This decrease was due principally to the recognition of higher accelerated depreciation levels of assets no longer in operation during 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 nine months ended September 30, 2015 was $2.4 million compared to $3.6 million for the nine months ended 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 $31.8 million for the nine months ended September 30, 2015 compared to $33.5 million for the nine months ended 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 nine months ended September 30, 2015 and 2014, interest expense included $27.3 million and $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
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.

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


LIQUIDITY AND CAPITAL RESOURCES

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 September 30, 2015, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $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 September 30, 2015, HEP was in compliance with all of its covenants, had outstanding borrowings of $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.

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 September 30, 2015, our cash, cash equivalents and investments in marketable securities totaled $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.

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 September 30, 2015, we had remaining authorization to repurchase up to $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.


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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 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 market purchase price 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.

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

Cash Flows – Operating Activities

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
Net cash flows provided by operating activities were $903.3 million for the nine months ended September 30, 2015 compared to $805.9 million for the nine months ended September 30, 2014, an increase of $97.4 million. Net income for the nine months ended September 30, 2015 was $826.5 million, an increase of $289.8 million compared to $536.7 million for the nine months ended 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 $311.5 million for the nine months ended September 30, 2015 compared to $276.6 million for the same period in 2014. Changes in working capital items decreased cash flows by $183.8 million for the nine months ended September 30, 2015 compared to an increase of $21.3 million for the nine months ended September 30, 2014. Additionally, for the nine months ended September 30, 2015, turnaround expenditures increased to $55.9 million from $32.2 million for the same period of 2014.

Cash Flows – Investing Activities and Planned Capital Expenditures

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
Net cash flows used for investing activities were $425.4 million for the nine months ended September 30, 2015 compared to $247.9 million for the nine months ended September 30, 2014, an increase of $177.5 million. Cash expenditures for properties, plants and equipment for the first nine months of 2015 increased to $473.9 million from $369.1 million for the same period in 2014. These include HEP capital expenditures of $57.3 million and $61.7 million for the nine months ended 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 nine months ended September 30, 2015 and 2014, we invested $403.0 million and $762.2 million, respectively, in marketable securities and received proceeds of $490.3 million and $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, an additional hydrogen 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 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.

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 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 in 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.

Cash Flows – Financing Activities

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
Net cash flows used for financing activities were $806.2 million for the nine months ended September 30, 2015 compared to $642.2 million for the nine months ended September 30, 2014, an increase of $164.0 million. During the nine months ended September 30, 2015, we purchased $481.8 million in common stock, paid $187.4 million in dividends and paid $155.2 million upon the redemption of our 6.875% senior notes. Also during this period, HEP received $443.0 million and repaid $360.0 million under the HEP Credit Agreement and paid distributions of $61.4 million to noncontrolling interests. During the nine months ended September 30, 2014, we purchased $133.2 million in common stock, paid $485.8 million in dividends and recognized $4.5 million excess tax benefits on our equity-based compensation. Also during this period, HEP received $538.6 million and repaid $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 $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 nine months ended 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 nine months ended September 30, 2015, HEP received net borrowings of $83.0 million resulting in $654.0 million of outstanding borrowings under the HEP Credit Agreement at 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 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 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.

At September 30, 2015, our lower of cost or market inventory valuation reserve was $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 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. A prolonged, moderate decrease in operating margins could potentially result in impairment to goodwill allocated to our Cheyenne reporting unit. Such impairment charges could be material.


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 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
 
 
Contract Description
 
Total Outstanding Notional
 
2015
 
2016
 
2017
 
Unit of Measure
 
 
 
 
 
 
 
 
 
 
 
Natural gas price swap - long
 
43,200,000

 
4,800,000

 
19,200,000

 
19,200,000

 
MMBTU
Natural gas price swap - short
 
21,600,000

 
2,400,000

 
9,600,000

 
9,600,000

 
MMBTU
Natural gas basis spread price swap - long
 
22,626,000

 
2,010,000

 
10,308,000

 
10,308,000

 
MMBTU
WTI price swap - long
 
2,760,000

 
2,760,000

 

 

 
Barrels
Ultra-low sulfur diesel price swap - short
 
2,760,000

 
2,760,000

 

 

 
Barrels
WTI basis spread price swap - long
 
5,866,000

 
1,840,000

 
4,026,000

 

 
Barrels
NYMEX futures (WTI) - short
 
1,760,000

 
1,083,000

 
677,000

 

 
Barrels
Forward diesel sales
 
225,000

 
225,000

 

 

 
Barrels
Physical contract -short
 
150,000

 
150,000

 

 

 
Barrels

The following sensitivity analysis provides the hypothetical effects of market price fluctuations to the commodity positions hedged under our derivative contracts:
 
 
Estimated Change in Fair Value at September 30,
Commodity-based Derivative Contracts
 
2015
 
2014
 
 
(In thousands)
Hypothetical 10% change in underlying commodity prices
 
$
12,233

 
$
20,257


Interest Rate Risk Management
HEP uses interest rate swaps to manage its exposure to interest rate risk.

As of 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 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 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 September 30, 2015 is presented below:
 
 
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 September 30, 2015, outstanding borrowings under the HEP Credit Agreement were $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 $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 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.


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 September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Net income attributable to HollyFrontier stockholders
 
$
196,322

 
$
175,006

 
$
784,022

 
$
503,496

Add income tax provision
 
110,066

 
103,216

 
446,784

 
292,162

Add interest expense (1)
 
11,102

 
11,038

 
33,183

 
41,198

Subtract interest income
 
(673
)
 
(1,004
)
 
(2,403
)
 
(3,593
)
Add depreciation and amortization
 
87,764

 
80,945

 
255,579

 
262,883

EBITDA
 
$
404,581

 
$
369,201

 
$
1,517,165

 
$
1,096,146


(1) Includes loss on early extinguishment of debt of $1.4 million and $7.7 million for the nine months ended September 30, 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.

Reconciliation of produced product sales to total sales and other revenues 

 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(Dollars in thousands, except per barrel amounts)
Consolidated
 
 
 
 
 
 
 
 
Average sales price per produced barrel sold
 
$
73.57

 
$
114.50

 
$
74.61

 
$
115.61

Times sales of produced refined products (BPD)
 
456,060

 
416,310

 
444,220

 
432,660

Times number of days in period
 
92

 
92

 
273

 
273

Produced refined product sales
 
$
3,086,815

 
$
4,385,410

 
$
9,048,108

 
$
13,655,412

 
 
 
 
 
 
 
 
 
Total produced refined products sales
 
$
3,086,815

 
$
4,385,410

 
$
9,048,108

 
$
13,655,412

Add refined product sales from purchased products and rounding (1)
 
350,633

 
458,211

 
777,024

 
930,354

Total refined product sales
 
3,437,448

 
4,843,621

 
9,825,132

 
14,585,766

Add direct sales of excess crude oil (2)
 
67,750

 
405,493

 
260,678

 
741,534

Add other refining segment revenue (3)
 
65,994

 
53,939

 
161,155

 
112,747

Total refining segment revenue
 
3,571,192

 
5,303,053

 
10,246,965

 
15,440,047

Add HEP segment sales and other revenues
 
88,389

 
82,141

 
261,624

 
244,177

Add corporate and other revenues
 
104

 
181

 
473

 
1,802

Subtract consolidations and eliminations
 
(73,862
)
 
(67,820
)
 
(214,701
)
 
(204,818
)
Sales and other revenues
 
$
3,585,823

 
$
5,317,555

 
$
10,294,361

 
$
15,481,208



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

 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(Dollars in thousands, except per barrel amounts)
Consolidated
 
 
 
 
 
 
 
 
Average cost of products per produced barrel sold
 
$
53.72

 
$
98.91

 
$
56.58

 
$
100.66

Times sales of produced refined products (BPD)
 
456,060

 
416,310

 
444,220

 
432,660

Times number of days in period
 
92

 
92

 
273

 
273

Cost of products for produced products sold
 
$
2,253,958

 
$
3,788,304

 
$
6,861,573

 
$
11,889,575

 
 
 
 
 
 
 
 
 
Total cost of products for produced products sold
 
$
2,253,958

 
$
3,788,304

 
$
6,861,573

 
$
11,889,575

Add refined product costs from purchased products and rounding(1)
 
370,638

 
462,629

 
807,260

 
935,497

Total cost of refined products sold
 
2,624,596

 
4,250,933

 
7,668,833

 
12,825,072

Add crude oil cost of direct sales of excess crude oil (2)
 
65,338

 
395,482

 
254,529

 
725,596

Add other refining segment cost of products sold (4)
 
36,823

 
46,172

 
81,265

 
90,229

Total refining segment cost of products sold
 
2,726,757

 
4,692,587

 
8,004,627

 
13,640,897

Subtract consolidations and eliminations
 
(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)
 
$
2,653,859

 
$
4,625,893

 
$
7,792,707

 
$
13,439,359



Reconciliation of average refinery operating expenses per produced barrel sold to total operating expenses
 
 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(Dollars in thousands, except per barrel amounts)
Consolidated
 
 
 
 
 
 
 
 
Average refinery operating expenses per produced barrel sold
 
$
5.46

 
$
6.39

 
$
5.48

 
$
6.11

Times sales of produced refined products (BPD)
 
456,060

 
416,310

 
444,220

 
432,660

Times number of days in period
 
92

 
92

 
273

 
273

Refinery operating expenses for produced products sold
 
$
229,088

 
$
244,740

 
$
664,571

 
$
721,690

 
 
 
 
 
 
 
 
 
Total refinery operating expenses for produced products sold
 
$
229,088

 
$
244,740

 
$
664,571

 
$
721,690

Add other refining segment operating expenses and rounding (5)
 
10,110

 
10,485

 
30,632

 
31,415

Total refining segment operating expenses
 
239,198

 
255,225

 
695,203

 
753,105

Add HEP segment operating expenses
 
25,095

 
25,456

 
78,350

 
72,835

Add corporate and other costs
 
1,251

 
646

 
2,039

 
1,693

Subtract consolidations and eliminations
 
(146
)
 
(370
)
 
(433
)
 
(1,056
)
Operating expenses (exclusive of depreciation and amortization)
 
$
265,398

 
$
280,957

 
$
775,159

 
$
826,577




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Reconciliation of net operating margin per barrel to refinery gross margin per barrel to total sales and other revenues
 
 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(Dollars in thousands, except per barrel amounts)
Consolidated
 
 
 
 
 
 
 
 
Net operating margin per barrel
 
$
14.39

 
$
9.20

 
$
12.55

 
$
8.84

Add average refinery operating expenses per produced barrel
 
5.46

 
6.39

 
5.48

 
6.11

Refinery gross margin per barrel
 
19.85

 
15.59

 
18.03

 
14.95

Add average cost of products per produced barrel sold
 
53.72

 
98.91

 
56.58

 
100.66

Average sales price per produced barrel sold
 
$
73.57

 
$
114.50

 
$
74.61

 
$
115.61

Times sales of produced refined products (BPD)
 
456,060

 
416,310

 
444,220

 
432,660

Times number of days in period
 
92

 
92

 
273

 
273

Produced refined products sales
 
$
3,086,815

 
$
4,385,410

 
$
9,048,108

 
$
13,655,412

 
 
 
 
 
 
 
 
 
Total produced refined products sales
 
$
3,086,815

 
$
4,385,410

 
$
9,048,108

 
$
13,655,412

Add refined product sales from purchased products and rounding (1)
 
350,633

 
458,211

 
777,024

 
930,354

Total refined product sales
 
3,437,448

 
4,843,621

 
9,825,132

 
14,585,766

Add direct sales of excess crude oil (2)
 
67,750

 
405,493

 
260,678

 
741,534

Add other refining segment revenue (3)
 
65,994

 
53,939

 
161,155

 
112,747

Total refining segment revenue
 
3,571,192

 
5,303,053

 
10,246,965

 
15,440,047

Add HEP segment sales and other revenues
 
88,389

 
82,141

 
261,624

 
244,177

Add corporate and other revenues
 
104

 
181

 
473

 
1,802

Subtract consolidations and eliminations
 
(73,862
)
 
(67,820
)
 
(214,701
)
 
(204,818
)
Sales and other revenues
 
$
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.

Item 4.
Controls and Procedures

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

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 and are working productively towards a settlement of this matter.

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 concluding settlement discussions with the EPA 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.



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Item 1A.
Risk Factors

There have been no material changes in our risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 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 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.



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

(c) Common Stock Repurchases Made in the Quarter

Under our common stock repurchase programs, repurchases are being made from time to time in the open market or privately negotiated transactions based on market conditions, securities law limitations and other factors. The following table includes repurchases made under these programs during the third 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
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)
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 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 market purchase price 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.


Item 6.
Exhibits

The Exhibit Index on page 57 of this Quarterly Report on Form 10-Q lists the exhibits that are filed or furnished, as applicable, as part of the Quarterly Report on Form 10-Q.


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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
HOLLYFRONTIER CORPORATION
 
 
(Registrant)
 
 
 
 
Date: November 5, 2015
 
 
/s/ Douglas S. Aron
 
 
 
Douglas S. Aron
 
 
 
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
 
 
 
 
Date: 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
 
Assignment and Assumption of Agreements, dated as of October 16, 2015, by and between HollyFrontier 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 October 21, 2015, File No. 1-03876).
 
 
 
10.2
 
Master Throughput Agreement, dated as of October 16, 2015, by and between HollyFrontier 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 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).

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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 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.
+ Filed electronically herewith.

58