Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-41325 | |
Entity Registrant Name | HF SINCLAIR CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-2092143 | |
Entity Address, Address Line One | 2828 N. Harwood, | |
Entity Address, Address Line Two | Suite 1300 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 871-3555 | |
Title of 12(b) Security | Common Stock $0.01 par value | |
Trading Symbol | DINO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 200,730,536 | |
Entity Central Index Key | 0001915657 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents (HEP:$15,551 and $14,381, respectively) | $ 1,447,359 | $ 234,444 |
Accounts receivable: Product, transportation and other (HEP: $14,828 and $12,745, respectively) | 1,742,907 | 1,130,485 |
Crude oil resales | 63,039 | 111,403 |
Accounts receivable, total | 1,805,946 | 1,241,888 |
Inventories: Crude oil and refined products | 3,077,652 | 1,879,131 |
Materials, supplies and other (HEP: $1,345 and $1,070, respectively) | 359,500 | 242,997 |
Total inventory | 3,437,152 | 2,122,128 |
Income taxes receivable | 30,873 | 97,382 |
Prepayments and other (HEP: $2,759 and $5,381, respectively) | 106,136 | 66,612 |
Total current assets | 6,827,466 | 3,762,454 |
Properties, plants and equipment, at cost (HEP: $2,182,763 and $2,037,527, respectively) | 10,061,476 | 8,448,207 |
Less accumulated depreciation (HEP: $(741,614) and $(682,143), respectively) | (3,328,444) | (3,033,353) |
Properties, plants and equipment, net | 6,733,032 | 5,414,854 |
Operating lease right-of-use assets (HEP: $67,235 and $69,134, respectively) | 358,337 | 396,191 |
Other assets: Turnaround costs | 361,652 | 397,385 |
Goodwill (HEP: $411,231 and $312,873, respectively) | 2,968,711 | 2,293,044 |
Intangibles and other (HEP: $358,895 and $214,436, respectively) | 977,087 | 652,685 |
Other assets, total | 4,307,450 | 3,343,114 |
Total assets | 18,226,285 | 12,916,613 |
Current liabilities: | ||
Accounts payable (HEP: $26,977 and $28,954, respectively) | 2,415,332 | 1,613,484 |
Income taxes payable | 183,433 | 25,156 |
Operating lease liabilities (HEP: $4,165 and $3,710, respectively) | 110,165 | 110,606 |
Accrued liabilities (HEP: $32,011 and $18,479, respectively) | 533,361 | 316,218 |
Total current liabilities | 3,242,291 | 2,065,464 |
Long-term debt (HEP: $1,593,797 and $1,333,049, respectively) | 3,334,200 | 3,072,737 |
Noncurrent operating lease liabilities (HEP: $63,528 and $65,799, respectively) | 263,447 | 308,747 |
Deferred income taxes (HEP: $386 and $396, respectively) | 1,228,855 | 837,401 |
Other long-term liabilities (HEP: $51,151 and $43,033, respectively) | 378,967 | 337,799 |
HF Sinclair stockholders’ equity: | ||
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued | 0 | 0 |
Common stock $.01 par value – 320,000,000 shares authorized; 223,231,546 and 256,046,051 shares issued as of September 30, 2022 and December 31, 2021, respectively | 2,232 | 2,560 |
Additional capital | 6,498,093 | 4,220,075 |
Retained earnings | 3,623,721 | 4,413,836 |
Accumulated other comprehensive income (loss) | (36,348) | 2,671 |
Common stock held in treasury, at cost – 21,555,009 and 93,044,605 shares as of September 30, 2022 and December 31, 2021, respectively | (1,072,417) | (2,951,257) |
Total HF Sinclair stockholders’ equity | 9,015,281 | 5,687,885 |
Noncontrolling interest | 763,244 | 606,580 |
Total equity | 9,778,525 | 6,294,465 |
Total liabilities and equity | $ 18,226,285 | $ 12,916,613 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents, at Carrying Value | $ 1,447,359 | $ 234,444 |
Accounts receivable: product, transportation and other | 1,742,907 | 1,130,485 |
Inventories: materials, supplies and other | 359,500 | 242,997 |
Prepayments and other | 106,136 | 66,612 |
Properties, plants and equipment, at cost | 10,061,476 | 8,448,207 |
Accumulated depreciation | (3,328,444) | (3,033,353) |
Operating lease right-of-use asset | 358,337 | 396,191 |
Goodwill | 2,968,711 | 2,293,044 |
Intangibles and other | 977,087 | 652,685 |
Accounts payable | 2,415,332 | 1,613,484 |
Operating lease liabilities | 110,165 | 110,606 |
Accrued liabilities | 533,361 | 316,218 |
Long-term Debt, Excluding Current Maturities | 3,334,200 | 3,072,737 |
Noncurrent operating lease liabilities | 263,447 | 308,747 |
Deferred income taxes | 1,228,855 | 837,401 |
Other long-term liabilities | $ 378,967 | $ 337,799 |
Preferred stock par value (in USD per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 |
Common stock, shares issued (in shares) | 223,231,546 | 256,046,051 |
Common stock held in treasury (in shares) | 21,555,009 | 93,044,605 |
HEP | ||
Cash and Cash Equivalents, at Carrying Value | $ 15,551 | $ 14,381 |
Accounts receivable: product, transportation and other | 14,828 | 12,745 |
Inventories: materials, supplies and other | 1,345 | 1,070 |
Prepayments and other | 2,759 | 5,381 |
Properties, plants and equipment, at cost | 2,182,763 | 2,037,527 |
Accumulated depreciation | (741,614) | (682,143) |
Operating lease right-of-use asset | 67,235 | 69,134 |
Goodwill | 411,231 | 312,873 |
Intangibles and other | 358,895 | 214,436 |
Accounts payable | 26,977 | 28,954 |
Operating lease liabilities | 4,165 | 3,710 |
Accrued liabilities | 32,011 | 18,479 |
Long-term Debt, Excluding Current Maturities | 1,593,797 | 1,333,049 |
Noncurrent operating lease liabilities | 63,528 | 65,799 |
Deferred income taxes | 386 | 396 |
Other long-term liabilities | $ 51,151 | $ 43,033 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales and other revenues | $ 10,599,002 | $ 4,685,059 | $ 29,219,912 | $ 12,766,475 |
Cost of products sold (exclusive of depreciation and amortization): | ||||
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment) | 8,375,253 | 3,822,858 | 23,457,180 | 10,608,892 |
Lower of cost or market inventory valuation adjustment | 16,847 | 0 | 42,839 | (318,862) |
Total costs of products sold (exclusive of depreciation and amortization) | 8,392,100 | 3,822,858 | 23,500,019 | 10,290,030 |
Operating expenses (exclusive of depreciation and amortization) | 604,591 | 352,520 | 1,688,152 | 1,086,620 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 102,677 | 91,056 | 323,974 | 250,785 |
Depreciation and amortization | 171,973 | 121,220 | 480,618 | 369,341 |
Total operating costs and expenses | 9,271,341 | 4,387,654 | 25,992,763 | 11,996,776 |
Income from operations | 1,327,661 | 297,405 | 3,227,149 | 769,699 |
Other income (expense): | ||||
Earnings (loss) of equity method investments | (16,334) | 3,689 | (7,261) | 8,875 |
Interest income | 9,821 | 1,018 | 12,662 | 3,078 |
Interest expense | (44,830) | (26,892) | (118,650) | (94,220) |
Gain on tariff settlement | 0 | 0 | 0 | 51,500 |
Gain (loss) on foreign currency transactions | 1,544 | (3,492) | 778 | (4,226) |
Gain on sale of assets and other | 2,130 | 85,779 | 8,345 | 95,596 |
Other income (expense) total | (47,669) | 60,102 | (104,126) | 60,603 |
Income before income taxes | 1,279,992 | 357,507 | 3,123,023 | 830,302 |
Income tax expense (benefit): | ||||
Current | 294,548 | (12,784) | 683,647 | (10,794) |
Deferred | 7,305 | 67,550 | 23,028 | 160,738 |
Income tax expense (benefit) total | 301,853 | 54,766 | 706,675 | 149,944 |
Net income | 978,139 | 302,741 | 2,416,348 | 680,358 |
Less net income attributable to noncontrolling interest | 23,734 | 21,954 | 80,707 | 82,504 |
Net income attributable to HF Sinclair stockholders | $ 954,405 | $ 280,787 | $ 2,335,641 | $ 597,854 |
Earnings per share: | ||||
Basic (in USD per share) | $ 4.45 | $ 1.71 | $ 11.35 | $ 3.63 |
Diluted (in USD per share) | $ 4.45 | $ 1.71 | $ 11.35 | $ 3.63 |
Average number of common shares outstanding: | ||||
Basic (in shares) | 212,388 | 162,551 | 203,610 | 162,518 |
Diluted (in shares) | 212,388 | 162,551 | 203,610 | 162,518 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net income | $ 978,139 | $ 302,741 | $ 2,416,348 | $ 680,358 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (30,977) | (6,636) | (47,142) | (10,411) |
Change in fair value of cash flow hedging instruments | 0 | 1,012 | (4,962) | (17,030) |
Reclassification adjustments to net income on settlement of cash flow hedging instruments | 0 | (52) | 5,288 | 18,772 |
Net unrealized gain on hedging instruments | 0 | 960 | 326 | 1,742 |
Net change in pension and other post-retirement benefit obligations | (904) | (930) | (2,716) | (2,792) |
Other comprehensive loss before income taxes | (31,881) | (6,606) | (49,532) | (11,461) |
Income tax benefit | (6,742) | (1,413) | (10,513) | (2,459) |
Other comprehensive loss | (25,139) | (5,193) | (39,019) | (9,002) |
Total comprehensive income | 953,000 | 297,548 | 2,377,329 | 671,356 |
Less noncontrolling interest in comprehensive income | 23,734 | 21,954 | 80,707 | 82,504 |
Comprehensive income attributable to HF Sinclair stockholders | 929,266 | 275,594 | 2,296,622 | 588,852 |
Actuarial loss on pension plans | ||||
Other comprehensive income (loss): | ||||
Plan gain reclassified to net income | (43) | (101) | (133) | (306) |
Actuarial gain on post-retirement healthcare plans | ||||
Other comprehensive income (loss): | ||||
Plan gain reclassified to net income | (870) | (838) | (2,610) | (2,513) |
Retirement restoration plan | ||||
Other comprehensive income (loss): | ||||
Retirement restoration plan loss reclassified to net income | $ 9 | $ 9 | $ 27 | $ 27 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 2,416,348 | $ 680,358 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 480,618 | 369,341 |
Lower of cost or market inventory valuation adjustment | 42,839 | (318,862) |
Earnings of equity method investments, inclusive of distributions | 22,084 | 0 |
Gain on sale of assets | (2,958) | (89,831) |
Deferred income taxes | 23,028 | 160,738 |
Equity-based compensation expense | 20,940 | 29,663 |
Change in fair value – derivative instruments | (41,829) | (19,483) |
(Increase) decrease in current assets: | ||
Accounts receivable | (117,883) | (220,645) |
Inventories | (477,863) | (399,630) |
Income taxes receivable | 65,286 | (7,336) |
Prepayments and other | (2,879) | 10,369 |
Increase (decrease) in current liabilities: | ||
Accounts payable | 182,218 | 438,541 |
Income taxes payable | 156,849 | 18,164 |
Accrued liabilities | 148,524 | 215,817 |
Turnaround expenditures | (97,820) | (116,646) |
Other, net | 44,707 | (11,064) |
Net cash provided by operating activities | 2,862,209 | 739,494 |
Cash flows from investing activities: | ||
Additions to properties, plants and equipment | (386,249) | (471,412) |
Acquisitions, net of cash acquired | (251,448) | 0 |
Proceeds from sale of assets | 3,341 | 106,352 |
Distributions from equity method investments in excess of equity earnings | 4,724 | 3,517 |
Net cash used for investing activities | (665,826) | (438,476) |
Cash flows from financing activities: | ||
Borrowings under credit agreements | 460,000 | 210,500 |
Repayments under credit agreements | (594,000) | (283,500) |
Purchase of treasury stock | (977,020) | (613) |
Dividends | (175,432) | (57,663) |
Distributions to noncontrolling interests | (70,365) | (57,217) |
Contributions from noncontrolling interests | 0 | 21,285 |
Payments on finance leases | (8,658) | (2,047) |
Deferred financing costs | (9,269) | (14,500) |
Other, net | (734) | (414) |
Net cash provided by (used for) financing activities | (975,478) | (184,169) |
Effect of exchange rate on cash flow | (7,990) | (3,605) |
Cash and cash equivalents: | ||
Increase (decrease) for the period | 1,212,915 | 113,244 |
Beginning of period | 234,444 | 1,368,318 |
End of period | 1,447,359 | 1,481,562 |
Cash (paid) received during the period for: | ||
Interest | (91,373) | (87,229) |
Income taxes, net | (462,218) | 20,959 |
Increase (decrease) in accrued and unpaid capital expenditures | (39,624) | 4,339 |
HEP | ||
Cash flows from investing activities: | ||
Additions to properties, plants and equipment | (31,194) | (76,933) |
HEP investment in Osage Pipe Line Company LLC | (5,000) | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior notes - HEP | $ 400,000 | $ 0 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | HEP | UNEV | Common Stock | Additional Capital | Additional Capital UNEV | Retained Earnings | Accumulated other comprehensive income (loss) | Treasury Stock | Non-controlling Interest | Non-controlling Interest HEP | Non-controlling Interest UNEV |
Common stock outstanding at beginning of period (in shares) at Dec. 31, 2020 | 256,046,000 | |||||||||||
Stockholders' equity at beginning of period at Dec. 31, 2020 | $ 5,722,203 | $ 2,560 | $ 4,207,672 | $ 3,913,179 | $ 13,462 | $ (2,968,512) | $ 553,842 | |||||
Treasury stock outstanding at beginning of period (in shares) at Dec. 31, 2020 | 93,632,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 680,358 | 597,854 | 82,504 | |||||||||
Dividends | (57,663) | (57,663) | ||||||||||
Other comprehensive income (loss), net of tax | (9,002) | (9,002) | ||||||||||
Issuance of common shares under incentive compensation plans (in shares) | (97,000) | |||||||||||
Issuance of common shares under incentive compensation plans | (2,975) | $ 2,975 | ||||||||||
Equity-based compensation | $ 29,663 | 27,807 | 1,856 | |||||||||
Purchase of treasury stock (in shares) | 0 | 19,000 | ||||||||||
Purchase of treasury stock | $ (613) | $ (613) | ||||||||||
Distributions to noncontrolling interests | (57,217) | (57,217) | ||||||||||
Purchase of HEP units for equity grants | $ (70) | $ (70) | ||||||||||
Contributions from noncontrolling interests | 21,884 | 21,884 | ||||||||||
Acquisition of remaining UNEV interests | (70) | (70) | ||||||||||
Other | (4) | (4) | ||||||||||
Common stock outstanding at end of period (in shares) at Sep. 30, 2021 | 256,046,000 | |||||||||||
Stockholders' equity at end of period at Sep. 30, 2021 | 6,329,539 | $ 2,560 | 4,232,504 | 4,453,366 | 4,460 | $ (2,966,150) | 602,799 | |||||
Treasury stock outstanding at end of period (in shares) at Sep. 30, 2021 | 93,554,000 | |||||||||||
Common stock outstanding at beginning of period (in shares) at Jun. 30, 2021 | 256,046,000 | |||||||||||
Stockholders' equity at beginning of period at Jun. 30, 2021 | 6,040,244 | $ 2,560 | 4,225,032 | 4,172,560 | 9,653 | $ (2,966,430) | 596,869 | |||||
Treasury stock outstanding at beginning of period (in shares) at Jun. 30, 2021 | 93,562,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 302,741 | 280,787 | 21,954 | |||||||||
Other comprehensive income (loss), net of tax | (5,193) | (5,193) | ||||||||||
Issuance of common shares under incentive compensation plans (in shares) | (13,000) | |||||||||||
Issuance of common shares under incentive compensation plans | (402) | $ 402 | ||||||||||
Equity-based compensation | 8,521 | 7,874 | 647 | |||||||||
Purchase of treasury stock (in shares) | 5,000 | |||||||||||
Purchase of treasury stock | (122) | $ (122) | ||||||||||
Distributions to noncontrolling interests | (19,029) | (19,029) | ||||||||||
Contributions from noncontrolling interests | 2,358 | 2,358 | ||||||||||
Other | 19 | 19 | ||||||||||
Common stock outstanding at end of period (in shares) at Sep. 30, 2021 | 256,046,000 | |||||||||||
Stockholders' equity at end of period at Sep. 30, 2021 | 6,329,539 | $ 2,560 | 4,232,504 | 4,453,366 | 4,460 | $ (2,966,150) | 602,799 | |||||
Treasury stock outstanding at end of period (in shares) at Sep. 30, 2021 | 93,554,000 | |||||||||||
Common stock outstanding at beginning of period (in shares) at Dec. 31, 2021 | 256,046,000 | |||||||||||
Stockholders' equity at beginning of period at Dec. 31, 2021 | 6,294,465 | $ 2,560 | 4,220,075 | 4,413,836 | 2,671 | $ (2,951,257) | 606,580 | |||||
Treasury stock outstanding at beginning of period (in shares) at Dec. 31, 2021 | 93,045,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 2,416,348 | 2,335,641 | 80,707 | |||||||||
Dividends | (175,432) | (175,432) | ||||||||||
Other comprehensive income (loss), net of tax | (39,019) | (39,019) | ||||||||||
Issuance of common shares for HFC Transactions (in shares) | 60,230,000 | |||||||||||
Issuance of common shares for HFC Transactions | 2,149,008 | $ 602 | 2,148,406 | |||||||||
Issuance of common shares under incentive compensation plans (in shares) | (98,000) | |||||||||||
Issuance of common shares under incentive compensation plans | (4,606) | $ 4,606 | ||||||||||
Equity-based compensation | $ 20,940 | 19,436 | 1,504 | |||||||||
Purchase of treasury stock (in shares) | 21,610,528 | 21,653,000 | ||||||||||
Purchase of treasury stock | $ (1,077,020) | $ (1,077,020) | ||||||||||
Retirement of treasury stock (in shares) | (93,045,000) | (93,045,000) | ||||||||||
Retirement of treasury stock | $ (930) | (2,950,324) | $ 2,951,254 | |||||||||
Distributions to noncontrolling interests | (70,365) | (70,365) | ||||||||||
Purchase of HEP units for equity grants | (564) | $ (58,275) | $ 19,735 | (564) | $ (78,010) | |||||||
Equity attributable to HEP common unit issuance, net of tax | 318,439 | 95,047 | 223,392 | |||||||||
Acquisition of remaining UNEV interests | (564) | $ (58,275) | $ 19,735 | (564) | $ (78,010) | |||||||
Common stock outstanding at end of period (in shares) at Sep. 30, 2022 | 223,231,000 | |||||||||||
Stockholders' equity at end of period at Sep. 30, 2022 | 9,778,525 | $ 2,232 | 6,498,093 | 3,623,721 | (36,348) | $ (1,072,417) | 763,244 | |||||
Treasury stock outstanding at end of period (in shares) at Sep. 30, 2022 | 21,555,000 | |||||||||||
Common stock outstanding at beginning of period (in shares) at Jun. 30, 2022 | 223,231,000 | |||||||||||
Stockholders' equity at beginning of period at Jun. 30, 2022 | 9,874,910 | $ 2,232 | 6,496,299 | 2,754,590 | (11,209) | $ (132,200) | 765,198 | |||||
Treasury stock outstanding at beginning of period (in shares) at Jun. 30, 2022 | 2,723,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 978,139 | 954,405 | 23,734 | |||||||||
Dividends | (85,274) | (85,274) | ||||||||||
Other comprehensive income (loss), net of tax | (25,139) | (25,139) | ||||||||||
Issuance of common shares under incentive compensation plans (in shares) | (79,000) | |||||||||||
Issuance of common shares under incentive compensation plans | (4,000) | $ 4,000 | ||||||||||
Equity-based compensation | 6,058 | 5,794 | 264 | |||||||||
Purchase of treasury stock (in shares) | 18,911,000 | |||||||||||
Purchase of treasury stock | (944,217) | $ (944,217) | ||||||||||
Distributions to noncontrolling interests | (25,465) | (25,465) | ||||||||||
Purchase of HEP units for equity grants | (487) | (487) | ||||||||||
Acquisition of remaining UNEV interests | $ (487) | $ (487) | ||||||||||
Common stock outstanding at end of period (in shares) at Sep. 30, 2022 | 223,231,000 | |||||||||||
Stockholders' equity at end of period at Sep. 30, 2022 | $ 9,778,525 | $ 2,232 | $ 6,498,093 | $ 3,623,721 | $ (36,348) | $ (1,072,417) | $ 763,244 | |||||
Treasury stock outstanding at end of period (in shares) at Sep. 30, 2022 | 21,555,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared per common share (in USD per share) | $ 0.40 | $ 0.80 | $ 0.35 |
Description of Business and Pre
Description of Business and Presentation of Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Presentation of Financial Statements | Description of Business and Presentation of Financial Statements On March 14, 2022 (the “Closing Date”), HollyFrontier Corporation (“HollyFrontier”) and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”), as the new parent holding company of HollyFrontier and HEP and their subsidiaries, and the completion of their respective acquisitions of Sinclair Oil Corporation (now known as Sinclair Oil LLC, “Sinclair Oil”) and Sinclair Transportation Company LLC (“STC”) from The Sinclair Companies (now known as REH Company and referred to herein as “Sinclair HoldCo”). On the Closing Date, pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the “Business Combination Agreement”), by and among HollyFrontier, HF Sinclair, Hippo Merger Sub, Inc., a wholly owned subsidiary of HF Sinclair (“Parent Merger Sub”), Sinclair HoldCo, and Hippo Holding LLC (now known as Sinclair Holding LLC), a wholly owned subsidiary of Sinclair HoldCo (the “Target Company”), HF Sinclair completed its previously announced acquisition of the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent Merger Sub, with HollyFrontier surviving such merger as a direct wholly owned subsidiary of HF Sinclair (the “HFC Merger”) and (b) immediately following the HFC Merger, a contribution whereby Sinclair HoldCo contributed all of the equity interests of the Target Company to HF Sinclair in exchange for 60,230,036 shares of HF Sinclair common stock, resulting in the Target Company becoming a direct wholly owned subsidiary of HF Sinclair (the “HFC Transactions”). At the effective time of the HFC Merger, HollyFrontier became a wholly owned subsidiary of HF Sinclair, and all of HollyFrontier’s outstanding shares were automatically converted into equivalent corresponding shares of HF Sinclair. Pursuant to the HFC Merger, HF Sinclair became the successor issuer to HollyFrontier pursuant to Rule 12g-3(a) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and replaced HollyFrontier as the public company trading on the New York Stock Exchange (“NYSE”) under the symbol “DINO.” See Note 2 “Acquisitions” and Note 3 “Holly Energy Partners” in the Notes to Consolidated Financial Statements for additional information. References herein to HF Sinclair “we,” “our,” “ours,” and “us” with respect to time periods prior to March 14, 2022 refer to HollyFrontier and its consolidated subsidiaries and do not include the Target Company, STC or their respective consolidated subsidiaries (collectively, the “Acquired Sinclair Businesses”). References herein to HF Sinclair “we,” “our,” “ours,” and “us” with respect to time periods from and after March 14, 2022 include the operations of the Acquired Sinclair Businesses. Unless otherwise specified, the financial statements included herein include financial information for HF Sinclair, which for the time period from March 14, 2022 to September 30, 2022 includes the combined business operations of HollyFrontier and the Acquired Sinclair Businesses. In these financial statements, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include HEP and its subsidiaries as consolidated subsidiaries of HF Sinclair, unless when used in disclosures of transactions or obligations between HEP and HF Sinclair 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 HF Sinclair. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries. We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah and market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. We supply high-quality fuels to more than 1,300 Sinclair branded stations and license the use of the Sinclair brand at more than 300 additional locations throughout the country. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries. Through our subsidiaries, we produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. At September 30, 2022, we owned a 47% limited partner interest and a non-economic general partner interest in HEP, a variable interest entity (“VIE”). HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. On May 4, 2021, HollyFrontier Puget Sound Refining LLC (now known as HF Sinclair Puget Sound Refining LLC), a wholly owned subsidiary of HollyFrontier, entered into a sale and purchase agreement with Equilon Enterprises LLC d/b/a Shell Oil Products US (“Shell”) to acquire Shell’s Puget Sound refinery and related assets, including the on-site cogeneration facility and related logistics assets. The acquisition closed on November 1, 2021. On April 27, 2021, our wholly owned subsidiary, 7037619 Canada Inc., entered into a contract for sale of real property in Mississauga, Ontario for base consideration of $98.8 million, or CAD 125 million. The transaction closed on September 15, 2021, and we recorded a gain on sale of assets totaling $86.0 million for the three months ended September 30, 2021, which was recognized in “Gain on sale of assets and other” in our consolidated statements of operations. During the first quarter of 2021, we initiated a restructuring within our Lubricants and Specialty Products segment. As a result of this restructuring, we recorded $7.8 million in employee severance costs for the nine months ended September 30, 2021, which were recognized primarily as selling, general and administrative expenses in our Lubricants and Specialty Products segment. In the third quarter of 2020, we permanently ceased petroleum refining operations at our Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) and subsequently began converting certain assets at the Cheyenne Refinery to renewable diesel production. In connection with the cessation of petroleum refining operations at the Cheyenne Refinery, we recognized $1.5 million in decommissioning expense for the nine months ended September 30, 2022, and $6.7 million and $23.1 million for the three and nine months ended September 30, 2021, respectively. We also recognized $0.2 million and $0.9 million in employee severance costs for the three and nine months ended September 30, 2021, respectively. These charges were all recognized in operating expenses in our Corporate and Other segment. 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, 2022, the consolidated results of operations, comprehensive income and statements of equity for the three and nine months ended September 30, 2022 and 2021 and consolidated cash flows for the nine months ended September 30, 2022 and 2021 in accordance with the rules and regulations of the Securities and Exchange Commission (“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 HollyFrontier’s Annual Report on Form 10-K for the year ended December 31, 2021 that has been filed with the SEC. Beginning March 14, 2022, our business operations reflect the Acquired Sinclair Businesses (see Note 2). Our results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 2022. Accounts Receivable: Our accounts receivable primarily consist of amounts due from customers that are primarily from sales of refined products and renewable diesel. 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 expected credit losses based on our historical loss experience as well as expected credit losses from current economic conditions and management’s expectations of future economic conditions. Credit losses are charged to the allowance for expected credit losses when an account is deemed uncollectible. Our allowance for expected credit losses was $7.5 million at September 30, 2022 and $3.7 million at December 31, 2021. Inventories: Inventories related to our refining operations are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil and unfinished and finished refined products, or market. Inventories related to our renewables business are stated at the lower of cost, using the LIFO method for feedstock and unfinished and finished renewable products, 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. Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, or net realizable value. Inventories consisting of process chemicals, materials and maintenance supplies and RINs are stated at the lower of weighted-average cost or net realizable value. Leases: At inception, we determine if an arrangement is or contains a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our payment obligation under the leasing arrangement. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable. Operating leases are recorded in “Operating lease right-of-use assets” and current and noncurrent “Operating lease liabilities” on our consolidated balance sheet. Finance leases are included in “Properties, plants and equipment, at cost” and “Accrued liabilities” and “Other long-term liabilities” on our consolidated balance sheet. Our lease term includes an option to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on our balance sheet. For certain equipment leases, we apply a portfolio approach for the operating lease ROU assets and liabilities. Also, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations. In addition, HEP, as a lessor, does not separate the non-lease (service) component in contracts in which the lease component is the dominant component. HEP treats these combined components as a lease. Goodwill: As of September 30, 2022, our goodwill balance was $3.0 billion, with goodwill assigned to our Refining, Renewables, Marketing, Lubricants and Specialty Products and HEP segments. During 2022, we recognized $677.2 million in preliminary goodwill as a result of the Sinclair Transactions (as defined in Note 2), of which $98.4 million was related to HEP. The carrying amount of our goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments. 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 an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the carrying value of the reporting unit is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of reporting unit over the related fair value. We performed our annual goodwill impairment testing quantitatively as of July 1, 2022 and determined there was no impairment of goodwill attributable to our reporting units. Revenue Recognition: Revenues on refined product, including branded fuel sales and renewable diesel, and excess crude oil sales are recognized when delivered (via pipeline, in-tank or rack) and the customer obtains control of such inventory, which is typically when title passes and the customer is billed. All revenues are reported inclusive of shipping and handling costs billed and exclusive of any taxes billed to customers. Shipping and handling costs incurred are reported as cost of products sold. Our lubricants and specialty products business has sales agreements with marketers and distributors that provide certain rights of return or provisions for the repurchase of products previously sold to them. Under these agreements, revenues and cost of revenues are deferred until the products have been sold to end customers. Our lubricants and specialty products business also has agreements that create an obligation to deliver products at a future date for which consideration has already been received and recorded as deferred revenue. This revenue is recognized when the products are delivered to the customer. HEP recognizes revenues as products are shipped through its pipelines and terminals and as other services are rendered. Additionally, HEP has certain throughput agreements that specify minimum volume requirements, whereby HEP bills a customer for a minimum level of shipments in the event a customer ships below their contractual requirements. If there are no future performance obligations, HEP recognizes these deficiency payments as revenue. In certain of these throughput agreements, a customer may later utilize such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and later recognized as revenue based on estimated future shipping levels, including the likelihood of a customer’s ability to utilize such amounts prior to the end of the contractual shortfall make-up period. HEP recognizes the service portion of these deficiency payments as revenue when HEP does not expect it will be required to satisfy these performance obligations in the future based on the pattern of rights exercised by the customer. Payment terms under our contracts with customers are consistent with industry norms and are typically payable within 30 days of the date of invoice. Foreign Currency Translation: Assets and liabilities recorded in foreign currencies are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the period presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. We have intercompany notes that were issued to fund certain of our foreign businesses. Remeasurement adjustments resulting from the conversion of intercompany financing amounts to functional currencies are recorded as gains and losses as a component of other income (expense) in the consolidated statements of operations. Such adjustments are not recorded to the Lubricants and Specialty Products segment operations, but to Corporate and Other. See Note 15 for additional information on our segments. Income Taxes : Provisions for income taxes include deferred taxes resulting from temporary differences in income for financial and tax purposes, using the liability method of accounting for income taxes. The liability method requires the effect of tax rate changes on deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized. We account for U.S. tax on global intangible low-taxed income in the period in which it is incurred. Potential interest and penalties related to income tax matters are recognized in income tax expense. We believe we have appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. For the nine months ended September 30, 2022, we recorded an income tax expense of $706.7 million compared to $149.9 million for the nine months ended September 30, 2021. This increase was principally due to higher pre-tax income during the nine months ended September 30, 2022 compared to the same period of 2021. Our effective tax rates were 22.6% and 18.1% for the nine months ended September 30, 2022 and 2021, respectively. The increase in the effective tax rate is principally due to the relationship between the pre-tax results and the earnings attributable to the noncontrolling interest that is not included in income for tax purposes. The difference in the U.S. federal statutory rate and the effective tax rate for the nine months ended September 30, 2022 was primarily due to the increase in state taxes due to increased pre-tax income during the period. Inventory Repurchase Obligations: We periodically enter into same-party sell / buy transactions, whereby we sell certain refined product inventory and subsequently repurchase the inventory in order to facilitate delivery to certain locations. Such sell / buy transactions are accounted for as inventory repurchase obligations under which proceeds received under the initial sell is recognized as an inventory repurchase obligation that is subsequently reversed when the inventory is repurchased. For the nine months ended September 30, 2022 and 2021, we received proceeds of $31.8 million and $32.7 million, respectively, and subsequently repaid $32.2 million and $34.1 million, respectively, under these sell / buy transactions. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On March 14, 2022, pursuant to the Business Combination Agreement, HF Sinclair completed its acquisition of the Target Company by effecting (a) the HFC Merger and (b) immediately following the HFC Merger, a contribution whereby Sinclair HoldCo contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target Company becoming a direct wholly owned subsidiary of HF Sinclair. In connection with the closing of the HFC Transactions, HF Sinclair issued 60,230,036 shares of HF Sinclair common stock, par value $0.01 per share, to Sinclair HoldCo, representing 27% of the pro forma equity of HF Sinclair with a value of approximately $2,149 million based on HollyFrontier’s fully diluted shares of common stock outstanding and closing stock price on March 11, 2022. Pursuant to the Business Combination Agreement, Sinclair HoldCo made a $77.5 million cash payment to HF Sinclair, inclusive of final working capital adjustments, which reduced the aggregate transaction value to approximately $2,072 million. Of the 60,230,036 shares of HF Sinclair common stock, 2,570,000 shares are currently held in escrow to secure Sinclair HoldCo’s renewable identification numbers (“RINs”) credit obligations under Section 6.22 of the Business Combination Agreement. Additionally, on the Closing Date, and immediately prior to the consummation of the HFC Transactions, HEP completed its acquisition of STC, Sinclair HoldCo’s integrated crude and refined products midstream business, and issued 21,000,000 common limited partner units and paid cash consideration of $329.0 million, inclusive of final working capital adjustments, to Sinclair HoldCo in exchange for all the outstanding equity interests of STC (the “HEP Transaction” and together with the HFC Transactions, the “Sinclair Transactions”). Of these 21,000,000 common limited partner units, 5,290,000 units are currently held in escrow to secure Sinclair HoldCo’s RINs credit obligations to HF Sinclair under Section 6.22 of the Business Combination Agreement. HF Sinclair, and not HEP, would be entitled to the HEP common units held in escrow in the event of Sinclair HoldCo’s breach of its RINs credit obligations under the Business Combination Agreement. HollyFrontier’s senior management team at the Closing Date will continue to operate the combined company. Pursuant to that certain stockholders agreement (the “Stockholders Agreement”) by and among HF Sinclair, Sinclair HoldCo and the stockholders of Sinclair HoldCo (together with Sinclair HoldCo and each of their permitted transferees, the “Sinclair Parties”), Sinclair HoldCo was granted the right to nominate, and has nominated, two directors to our Board of Directors at the Closing Date. The Sinclair HoldCo stockholders also agreed to certain customary lock up, voting and standstill restrictions, as well as customary registration rights, for the HF Sinclair common stock issued to the stockholders of Sinclair HoldCo. HF Sinclair is headquartered in Dallas, Texas, with combined business offices in Salt Lake City, Utah. Under the terms of the Business Combination Agreement, HF Sinclair acquired Sinclair HoldCo’s refining, branded marketing, renewables, and midstream businesses. The branded marketing business supplies high-quality fuels to more than 1,300 Sinclair branded stations and licenses the use of the Sinclair brand at more than 300 additional locations throughout the United States. The renewables business includes the operation of a renewable diesel unit located in Sinclair, Wyoming. The refining business includes two Rocky Mountains-based refineries located in Casper, Wyoming and Sinclair, Wyoming. Under the terms of the Contribution Agreement (as defined in Note 3), HEP acquired STC, Sinclair HoldCo’s integrated crude and refined products pipelines and terminal assets, including approximately 1,200 miles of integrated crude and refined product pipeline supporting the Sinclair refineries and third parties, eight product terminals and two crude terminals with approximately 4.5 million barrels of operated storage. In addition, HEP acquired STC’s interests in three pipeline joint ventures for crude gathering and product offtake including: Saddle Butte Pipeline III, LLC (25.06% non-operated interest); Pioneer Pipeline (49.995% non-operated interest); and UNEV Pipeline (the 25% non-operated interest not already owned by HEP, resulting in UNEV Pipeline, LLC (“UNEV”) becoming a wholly owned subsidiary of HEP). The addition of the Acquired Sinclair Businesses to the HollyFrontier business created a combined company with increased scale and ability to diversify and is expected to drive growth through the expanded refining and renewables business. In addition, the HFC Transactions added an integrated branded wholesale distribution network to our business. The Sinclair Transactions were accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the effective date, with the excess consideration recorded as goodwill. The following tables present the purchase consideration and preliminary purchase price allocation of the assets acquired and liabilities assumed on March 14, 2022: Purchase Consideration (in thousands except for per share amounts) Shares of HF Sinclair common stock issued 60,230 Closing price per share of HFC common stock (1) $ 35.68 Purchase consideration paid in HF Sinclair common stock 2,149,008 Shares of HEP common units issued to Sinclair 21,000 Closing price per share of HEP common units (2) $ 16.62 Purchase consideration paid in HEP common units 349,020 Total equity consideration 2,498,028 Cash consideration paid by HEP 328,955 Cash consideration received by HFC (77,507) Total cash consideration 251,448 Total purchase consideration $ 2,749,476 (1) Based on the HollyFrontier closing stock price on March 11, 2022. (2) Based on the HEP closing unit price on March 11, 2022. (In thousands) Assets Acquired Accounts receivable $ 460,391 Inventories: Crude oil and refined products 889,340 Inventories: Materials, supplies and other 33,172 Properties, plants and equipment 1,286,656 Operating lease right-of-use assets 4,585 Other assets: Intangibles and other 487,368 Total assets acquired $ 3,161,512 Liabilities Assumed Accounts payable $ 580,040 Operating lease liabilities 1,030 Accrued liabilities 84,298 Noncurrent operating lease liabilities 3,554 Deferred income taxes 353,813 Other long-term liabilities 66,526 Total liabilities assumed $ 1,089,261 Net assets acquired $ 2,072,251 Goodwill $ 677,225 The preliminary purchase price allocation resulted in the recognition of $677.2 million in goodwill, of which $98.4 million was related to HEP. The goodwill recognized is primarily attributable to operating and administrative synergies and net deferred tax liabilities arising from the differences between the estimated fair values of assets and liabilities and the tax basis of these assets and liabilities. There are qualitative assumptions of long-term factors that this acquisition creates for our stockholders, including increased scale and diversification that is expected to drive growth through the expanded refining and renewables businesses and the addition of an integrated branded wholesale distribution network. This goodwill is not deductible for income tax purposes. The fair value of properties, plants and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recent published data and adjusting replacement cost for physical deterioration, functional, and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties. The fair value of crude oil and refined products inventory was based on market prices as of the acquisition date. Intangibles include the Sinclair trade name, fuel agreements and customer relationships totaling $213.1 million that are being amortized on a straight-line basis over a range of four The fair value of equity method investments totaled $234.3 million and was based on a combination of valuation methods including discounted cash flows and the guideline public company method. Accrued liabilities include $70.6 million of RINs credit obligations, including 2022 obligations through the Closing Date, which were valued based on market prices for RINs at the effective date, a Level 2 input. Sinclair HoldCo is financially responsible for satisfaction of RINs credit obligations for all periods prior to the closing. This receivable totaled $68.4 million and was valued based on market prices for RINs at the effective date. All other fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. The fair values of all other current receivable and payables were equivalent to their carrying values due to their short-term nature. These fair value estimates are preliminary and, therefore, the final fair values of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all needed information has become available and we finalize our valuations. Our consolidated financial and operating results reflect the Acquired Sinclair Businesses operations beginning March 14, 2022. Our results of operations for the three months ended September 30, 2022 included revenue and income from operations of $1,837.6 million and $371.2 million, respectively, and revenue and income from operations of $4,271.1 million and $728.4 million for the period from March 14, 2022 through September 30, 2022, respectively, related to the Acquired Sinclair Businesses operations. During the three and nine months ended September 30, 2022, we incurred $10.7 million and $48.1 million in incremental direct acquisition and integration costs that principally relate to legal, advisory and other professional fees and are presented as selling, general and administrative expenses in our statements of operations. The following unaudited pro forma combined condensed financial data for the three and nine months ended September 30, 2022 and 2021 was derived from our historical financial statements giving effect to the Sinclair Transactions as if they had occurred on January 1, 2021. The below information reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including the depreciation of the fair-valued properties, plants and equipment acquired in the Sinclair Transactions and the estimated tax impacts of the pro forma adjustments. Additionally, pro forma earnings include certain non-recurring charges, the substantial majority of which consist of transaction costs related to financial advisors, legal advisors and professional accounting services. The pro forma results of operations do not include any cost savings or other synergies that may result from the Sinclair Transactions. The pro forma combined condensed financial data has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the Sinclair Transactions taken place on January 1, 2021 and is not intended to be a projection of future results. Three Months Ended Nine Months Ended 2021 2022 2021 (In thousands) Sales and other revenues $ 5,956,946 $ 30,225,411 $ 16,045,652 Net income attributable to HF Sinclair stockholders $ 400,118 $ 2,265,579 $ 732,158 |
Holly Energy Partners
Holly Energy Partners | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Holly Energy Partners | Holly Energy Partners HEP is a publicly held master limited partnership that owns and / or operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations, as well as other third-party refineries, in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. Additionally, as of September 30, 2022, HEP owned a 50% ownership interest in each of Osage Pipe Line Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas (the “Osage Pipeline”); Cheyenne Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne Pipeline”) and Cushing Connect Pipeline & Terminal LLC (“Cushing Connect”), the owner of a crude oil storage terminal in Cushing, Oklahoma and a pipeline that runs from Cushing, Oklahoma to our Tulsa West and Tulsa East facilities (collectively, the “Tulsa Refineries”); and a 25.06% ownership interest in Saddle Butte Pipeline III, LLC, the owner of a 220-mile crude oil pipeline from the Powder River Basin to Casper, Wyoming (the “Saddle Butte Pipeline”); and a 49.995% ownership interest in Pioneer Investments Corp., the owner of a 310-mile pipeline from Sinclair, Wyoming to the North Salt Lake City, Utah Terminal (the “Pioneer Pipeline”). At September 30, 2022, we owned a 47% limited partner interest and a non-economic general partner interest in HEP. 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 as HEP's primary beneficiary, we consolidate HEP. HEP generates revenues by charging tariffs for transporting petroleum products and crude oil through its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and by 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 80% of HEP’s total revenues for the nine months ended September 30, 2022. We do not provide financial or equity support through any liquidity arrangements and / or debt guarantees to HEP. HEP has outstanding debt under its senior secured revolving credit agreement and its senior notes. HEP’s creditors have no recourse to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 10 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. Cushing Connect Joint Venture In October 2019, HEP Cushing LLC (“HEP Cushing”), a wholly owned subsidiary of HEP, and Plains Marketing, L.P., a wholly owned subsidiary of Plains All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect, for (i) the development, construction, ownership and operation of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that connects the Cushing, Oklahoma crude oil hub to our Tulsa Refineries and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect Terminal”). The Cushing Connect Terminal was fully in service beginning in April 2020, and the Cushing Connect Pipeline was placed in service during the third quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect assets. Cushing Connect entered into a contract with an affiliate of HEP to manage the operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect will be shared proportionately among the partners. However, HEP is solely responsible for any Cushing Connect Pipeline construction costs that exceed the budget by more than 10%. HEP’s share of the cost of the Cushing Connect Terminal contributed by Plains and Cushing Connect Pipeline construction costs are approximately $73 million. Cushing Connect and its two subsidiaries, Cushing Connect Pipeline and Cushing Connect Terminal, are each VIE’s because they do not have sufficient equity at risk to finance their activities without additional financial support. HEP is the primary beneficiary of two of these entities as HEP constructed and operates the Cushing Connect Pipeline, and HEP has more ability to direct the activities that most significantly impact the financial performance of Cushing Connect and Cushing Connect Pipeline. Therefore, HEP consolidates these two entities. HEP is not the primary beneficiary of Cushing Connect Terminal, which HEP accounts for using the equity method of accounting. Sinclair Transportation Company Acquisition On August 2, 2021, HEP, Sinclair HoldCo and STC, a wholly owned subsidiary of Sinclair HoldCo, entered into a contribution agreement (as amended on March 14, 2022, the “Contribution Agreement”), which closed on March 14, 2022. Pursuant to the Contribution Agreement, HEP acquired all of the outstanding equity interests of STC in exchange for 21,000,000 newly issued common limited partner units of HEP with a value of approximately $349.0 million based on HEP’s fully diluted common limited partner units outstanding and HEP’s closing unit price on March 11, 2022, and cash consideration equal to $329.0 million, inclusive of final working capital adjustments pursuant to the Contribution Agreement for an aggregate transaction value of $678.0 million. As a result of this common unit issuance and our resulting HEP ownership change, we adjusted additional capital and equity attributable to HEP’s noncontrolling interest holders to reallocate HEP’s equity among its unitholders. As part of HEP’s acquisition of STC, HEP acquired the 25.0% non-operated interest of UNEV not already owned by HEP and as such, UNEV, the owner of a pipeline running from Woods Cross, Utah to Las Vegas, Nevada and associated product terminals, became a wholly owned subsidiary of HEP. HEP’s existing senior management team continues to operate HEP. Pursuant to that certain unitholders agreement (the “Unitholders Agreement”) by and among HEP, Holly Logistic Services, L.L.C., Navajo Pipeline Co., L.P. and the Sinclair Parties, Sinclair HoldCo was granted the right to nominate, and has nominated, one director to the HEP Board of Directors at the Closing Date. Sinclair HoldCo’s stockholders have also agreed to certain customary lock up restrictions and registration rights for the HEP common limited partner units to be issued to the stockholders of Sinclair HoldCo. HEP will continue to be named Holly Energy Partners, L.P. Contemporaneous with the closing of the Sinclair Transactions, HEP and HollyFrontier amended certain intercompany agreements, including the master throughput agreement, to include within the scope of such agreements certain of the assets acquired by HEP pursuant to the Contribution Agreement. Transportation Agreements HEP serves our refineries under long-term pipeline, terminal and tankage throughput agreements and refinery processing tolling agreements expiring fro m 2022 throug h 2037. Under these agreements, we pay HEP fees to transport, store and process throughput volumes of refined products, crude oil and feedstocks on HEP’s pipeline, terminals, tankage, loading rack facilities and refinery processing units that result in minimum annual payments to 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, 2022, these agreements require minimum annualized payments to HE P of $445.9 million . Our transactions with HEP and fees paid under our transportation agreements with HEP are eliminated and have no impact on our consolidated financial statements. Lessor Accounting Our consolidated statements of operations reflect lease revenue recognized by HEP for contracts with third parties in which HEP is the lessor. Lease income recognized was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Operating lease revenues $ 3,373 $ 3,539 $ 10,530 $ 11,717 Sales-type lease interest income $ 628 $ 636 $ 1,889 $ 1,912 Lease revenues relating to variable lease payments not included in measurement of the sales-type lease receivable $ 659 $ 648 $ 1,728 $ 1,505 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | RevenuesSubstantially all revenue-generating activities relate to sales of refined product and excess crude oil inventories sold at market prices (variable consideration) under contracts with customers. Additionally, we have revenues attributable to HEP logistics services provided under petroleum product and crude oil pipeline transportation, processing, storage and terminalling agreements with third parties. Disaggregated revenues were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Revenues by type Refined product revenues Transportation fuels (1) $ 7,087,662 $ 3,428,501 $ 20,172,623 $ 9,224,169 Specialty lubricant products (2) 728,938 618,310 2,159,078 1,704,930 Asphalt, fuel oil and other products (3) 503,686 260,788 1,481,413 641,117 Total refined product revenues 8,320,286 4,307,599 23,813,114 11,570,216 Excess crude oil revenues (4) 661,818 343,500 1,916,289 1,089,075 Renewable diesel revenues (5) 254,952 — 399,204 — Transportation and logistic services 26,133 25,459 79,310 77,809 Marketing revenues (6) 1,266,681 — 2,880,024 — Other revenues (7) 69,132 8,501 131,971 29,375 Total sales and other revenues $ 10,599,002 $ 4,685,059 $ 29,219,912 $ 12,766,475 Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Refined product revenues by market United States Mid-Continent $ 3,782,723 $ 2,467,792 $ 10,837,845 $ 6,470,231 Southwest 1,350,230 923,319 3,877,579 2,632,833 Rocky Mountains 2,561,803 414,334 7,226,552 1,025,389 Northeast 264,703 221,488 782,562 593,741 Canada 275,432 199,924 819,865 595,208 Europe, Asia and Latin America 85,395 80,742 268,711 252,814 Total refined product revenues $ 8,320,286 $ 4,307,599 $ 23,813,114 $ 11,570,216 (1) Transportation fuels revenues are attributable to our Refining segment wholesale marketing of gasoline, diesel and jet fuel. (2) Specialty lubricant products consist of base oil, waxes, finished lubricants and other specialty fluids. (3) Asphalt, fuel oil and other products revenues include revenues attributable to our Refining and Lubricants and Specialty Products segments of $416.2 million and $87.5 million, respectively, for the three months ended September 30, 2022, $1,227.2 million and $254.2 million, respectively, for the nine months ended September 30, 2022, $213.7 million and $47.1 million, respectively, for the three months ended September 30, 2021, $496.9 million and $144.2 million for the nine months ended September 30, 2021. (4) Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our refineries. (5) Renewable diesel revenues are attributable to our Renewables segment. (6) Marketing revenues consist primarily of branded gasoline and diesel fuel. (7) Other revenues are principally attributable to our Refining segment. Our consolidated balance sheet reflects contract liabilities related to unearned revenues attributable to future service obligations under HEP’s third-party transportation agreements and production agreements from our Sonneborn operation s. The following table present s changes to our contract liabilities durin g the nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, 2022 2021 (In thousands) Balance at January 1 $ 9,278 $ 6,738 Increase 24,110 24,745 Recognized as revenue (23,181) (22,224) Balance at September 30 $ 10,207 $ 9,259 As of September 30, 2022, we have long-term contracts with customers that specify minimum volumes of gasoline, diesel, lubricants and specialty products to be sold ratably at market prices through 2025. Future prices are subject to market fluctuations and therefore, we have elected the exemption to exclude variable consideration under these contracts under Accounting Standards Codification 606-10-50-14A. Aggregate minimum volumes expected to be sold (future performance obligations) under our long-term product sales contracts with customers are as follows, which include branded sales volumes assumed upon our acquisition of the Acquired Sinclair Businesses: Remainder of 2022 2023 2024 Thereafter Total (In thousands) Refined product sales volumes (barrels) 10,303 32,409 26,187 47,187 116,086 Additionally, HEP has long-term contracts with third-party customers that specify minimum volumes of product to be transported through its pipelines and terminals that result in fixed-minimum annual revenues through 2025. Annual minimum revenues attributable to HEP’s third-party contracts as of September 30, 2022 are presented below: Remainder of 2022 2023 2024 Thereafter Total (In thousands) HEP contractual minimum revenues $ 2,827 $ 11,017 $ 11,017 $ 3,017 $ 27,878 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our financial instruments measured at fair value on a recurring basis consist of derivative instruments and RINs receivable and credit obligations. Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows: • (Level 1) Quoted prices in active markets for identical assets or liabilities. • (Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data. • (Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs. The carrying amounts of derivative instruments and RINs receivable and credit obligations at September 30, 2022 and December 31, 2021 were as follows: Fair Value by Input Level Carrying Amount Level 1 Level 2 Level 3 (In thousands) September 30, 2022 Assets: NYMEX futures contracts $ 9,082 $ 9,082 $ — $ — Commodity forward contracts 190 — 190 — RINs receivable (1) 81,232 — 81,232 — Foreign currency forward contracts 33,454 — 33,454 — Total assets $ 123,958 $ 9,082 $ 114,876 $ — Liabilities: Commodity forward contracts $ 90 $ — $ 90 $ — RINs credit obligations (1) 81,232 — 81,232 — Total liabilities $ 81,322 $ — $ 81,322 $ — Fair Value by Input Level Carrying Amount Level 1 Level 2 Level 3 (In thousands) December 31, 2021 Assets: Commodity forward contracts $ 286 $ — $ 286 $ — Foreign currency forward contracts 6,177 — 6,177 — Total assets $ 6,463 $ — $ 6,463 $ — Liabilities: NYMEX futures contracts $ 1,269 $ 1,269 $ — $ — Commodity forward contracts 566 — 566 — RINs credit obligations (2) 9,429 — 9,429 — Total liabilities $ 11,264 $ 1,269 $ 9,995 $ — (1) Sinclair HoldCo is financially responsible for satisfaction of RINs credit obligations for all periods prior to the closing of the Sinclair Transactions. See Note 2 for additional information on RINs credit obligations assumed in the Sinclair Transactions. (2) Represents obligations for RINs credits for which we did not have sufficient quantities at December 31, 2021 to satisfy our Environmental Protection Agency (“EPA”) regulatory blending requirements. Level 1 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 Instruments Derivative instruments consisting of forward sales and purchase contracts and foreign currency forward contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the forward sales and purchase contracts are computed using quoted forward commodity prices. The fair value of foreign currency forward contracts are based on values provided by a third party, which were derived using market quotes for similar type instruments, a Level 2 input. RINs receivable and RINs credit obligations are valued based on current market RINs prices. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated as net income attributable to HF Sinclair stockholders, adjusted for participating securities’ share in earnings divided by the average number of shares of common stock outstanding. Diluted earnings per share includes the incremental shares resulting from certain share-based awards. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income attributable to HF Sinclair stockholders: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except per share data) Net income attributable to HF Sinclair stockholders $ 954,405 $ 280,787 $ 2,335,641 $ 597,854 Participating securities’ share in earnings (1) 8,939 3,553 24,023 7,888 Net income attributable to common shares $ 945,466 $ 277,234 $ 2,311,618 $ 589,966 Average number of shares of common stock outstanding 212,388 162,551 203,610 162,518 Average number of shares of common stock outstanding assuming dilution 212,388 162,551 203,610 162,518 Basic earnings per share $ 4.45 $ 1.71 $ 11.35 $ 3.63 Diluted earnings per share $ 4.45 $ 1.71 $ 11.35 $ 3.63 (1) Unvested restricted stock unit awards and unvested performance share units that settle in HF Sinclair common stock represent participating securities because they participate in nonforfeitable dividends or distributions with the common stockholders of HF Sinclair. Participating earnings represent the distributed and undistributed earnings of HF Sinclair attributable to the participating securities. Unvested restricted stock unit awards and performance share units do not participate in undistributed net losses as they are not contractually obligated to do so. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In connection with the Sinclair Transactions, we assumed all obligations of HollyFrontier under HollyFrontier’s existing stock-based compensation plans, which includes the HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (previously known as the HollyFrontier Corporation Long-Term Incentive Compensation Plan, the “2007 Plan”) and the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (previously known as the HollyFrontier Corporation 2020 Long Term Incentive Plan, the “2020 Plan”). Awards are no longer granted, but continue to remain outstanding, under the 2007 Plan. The 2007 Plan previously provided for, and the 2020 Plan currently provides for, the grant of unrestricted and restricted stock, restricted stock units, other stock based awards, stock options, performance awards, substitute awards, cash awards and stock appreciation rights. The restricted stock unit awards generally vest over a period of one The compensation cost for these plans was $8.2 million and $9.2 million for the three months ended September 30, 2022 and 2021, respectively, and $25.6 million and $32.0 million for the nine months ended September 30, 2022 and 2021, respectively. Additionally, HEP maintains an equity-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 equity-based compensation plan was $0.3 million and $0.6 million for the three months ended September 30, 2022 and 2021, respectively, and $1.5 million and $1.9 million, for the nine months ended September 30, 2022 and 2021, respectively. A summary of restricted stock unit and performance share unit activity during the nine months ended September 30, 2022 is presented below: Restricted Stock Units Performance Share Units Outstanding at January 1, 2022 1,604,540 864,626 Granted (1) 102,062 7,335 Vested (109,720) (25,733) Forfeited (180,972) (155,632) Outstanding at September 30, 2022 1,415,910 690,596 (1) Weighted average grant date fair value per unit $ 48.60 $ 38.50 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: September 30, December 31, 2021 (In thousands) Crude oil $ 866,995 $ 630,873 Other raw materials and unfinished products (1) 830,489 530,067 Finished products (2) 1,431,746 726,930 Lower of cost or market reserve (51,578) (8,739) Process chemicals (3) 50,280 43,025 Repair and maintenance supplies and other (4) 309,220 199,972 Total inventory $ 3,437,152 $ 2,122,128 (1) Other raw materials and unfinished products include feedstocks and blendstocks, other than crude. (2) Finished products include gasolines, jet fuels, diesels, renewable diesels, lubricants, asphalts, LPG’s and residual fuels. (3) Process chemicals include additives and other chemicals. (4) Includes RINs. Our renewables inventories that are valued at the lower of LIFO cost or market reflect a valuation reserve of $51.6 million and $8.7 million at September 30, 2022 and December 31, 2021, respectively. A new market reserve of $51.6 million as of September 30, 2022 was based on market conditions and prices at that time. The effect of the change in the lower of cost or market reserve was an increase to cost of products sold totaling $16.8 million and $42.8 million for the three and nine months ended September 30, 2022, respectively. |
Environmental
Environmental | 9 Months Ended |
Sep. 30, 2022 | |
Environmental Expense and Liabilities [Abstract] | |
Environmental | EnvironmentalEnvironmental 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 and routinely assess our recorded environmental obligations, if any, with respect to such matters. 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 incurred expense of $1.3 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively, and $4.1 million and $2.5 million for the nine months ended September 30, 2022 and 2021, respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $165.4 million and $117.2 million at September 30, 2022 and December 31, 2021, respectively, of which $143.1 million and $99.1 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. Accrued environmental liabilities assumed in the Sinclair Transactions were $50.7 million at the acquisition date. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt HF Sinclair Credit Agreement On April 27, 2022, after giving effect to the consummation of the exchange offers and the issuance of the HF Sinclair Senior Notes (as defined below), HF Sinclair entered into a $1.65 billion senior unsecured revolving credit facility m aturing in April 2026 (the “HF Sinclair Credit Agreement”). The HF Sinclair Credit Agreement may be used for revolving credit loans and letters of credit from time to time and is available to fund general corporate purposes. The HF Sinclair Credit Agreement replaced the $1.35 billion senior unsecured credit facility of HollyFrontier, which was terminated on April 27, 2022. At September 30, 2022, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $2.3 million under the HF Sinclair Credit Agreement. Indebtedness under the HF Sinclair Credit Agreement bears interest, at our option based on the currency of such indebtedness at either (a) a base rate equal to the highest of the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement) plus half of 1%, Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for a one-month interest period plus 1% and the prime rate (as publicly announced from time to time by the administrative agent), as applicable, plus an applicable margin (ranging from 0.25% to 1.125%), (b) the CDOR Rate (as defined in the HF Sinclair Credit Agreement) plus an applicable margin (ranging from 1.25% to 2.125%) (c) the Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) plus an applicable margin (ranging from 1.25% to 2.125%) or (d) the Daily Simple RFR (as defined in the HF Sinclair Credit Agreement) plus an applicable margin (ranging from 1.25% to 2.125%). HEP Credit Agreement HEP has a $1.2 billion senior secured revolving credit facility maturing in July 2025 (the “HEP Credit Agreement”). In August 2022, the HEP Credit Agreement was amended to, among other things, provide an alternative reference rate for LIBOR. The HEP Credit Agreement is available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general partnership purposes. It is also available to fund letters of credit up to a $50 million sub-limit and has an accordion feature that allows HEP to increase the commitments under the HEP Credit Agreement up to a maximum amount of $1.7 billion. At September 30, 2022, HEP was in compliance with all of its covenants, had outstanding borrowings of $706.0 million and no outstanding letters of credit under the HEP Credit Agreement. Prior to the Investment Grade Date (as defined in the HEP Credit Agreement), indebtedness under the HEP Credit Agreement bears interest, at HEP’s option, at either (a) the alternate base rate (as defined in the HEP Credit Agreement) plus an applicable margin or (b) the Eurodollar Rate (as defined in the HEP Credit Agreement) plus an applicable margin. In each case, the applicable margin is based upon HEP’s Total Leverage Ratio (as defined in the HEP Credit Agreement). The weighted average interest rate in effect under the HEP Credit Agreement on HEP’s borrowings was 4.98% as of September 30, 2022. HEP’s obligations under the HEP Credit Agreement are collateralized by substantially all of HEP’s assets and are guaranteed by HEP’s material 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 Bond Exchange and HF Sinclair Senior Notes On April 27, 2022, HF Sinclair completed its offers to exchange any and all outstanding HollyFrontier 2.625% senior notes maturing October 2023 (the “HollyFrontier 2.625% Senior Notes”), 5.875% senior notes maturing April 2026 (the “HollyFrontier 5.875% Senior Notes”) and 4.500% senior notes maturing October 2030 (the “HollyFrontier 4.500% Senior Notes”) (and, collectively, the “HollyFrontier Senior Notes”) for 2.625% senior notes maturing October 2023 (the “HF Sinclair 2.625% Senior Notes”), 5.875% senior notes maturing April 2026 (the “HF Sinclair 5.875% Senior Notes”) and 4.500% senior notes maturing October 2030 (the “HF Sinclair 4.500% Senior Notes”) (and, collectively, the “HF Sinclair Senior Notes”) to be issued by HF Sinclair and cash. Additionally, HF Sinclair solicited consents to adopt certain amendments to the indenture governing the HollyFrontier Senior Notes. In connection with the exchange offers and consent solicitations, HollyFrontier amended the indenture governing the HollyFrontier Senior Notes to eliminate (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the SEC reporting covenant and (iv) with respect to the HollyFrontier 2.625% Senior Notes and the HollyFrontier 4.500% Senior Notes only, the offer to repurchase such senior notes upon certain change of control triggering events. The HF Sinclair Senior Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness. Each series of HF Sinclair Senior Notes has the same interest rate (including interest rate adjustment provisions, as applicable), interest payment dates, maturity date and redemption terms as the corresponding series of HollyFrontier Senior Notes. The HF Sinclair Senior Notes were issued in exchange for the HollyFrontier Senior Notes pursuant to a private exchange offer exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). On September 12, 2022, HF Sinclair filed a registration statement, which was declared effective on September 21, 2022, to exchange the HF Sinclair Senior Notes for an equal principal amount of the respective series of the HF Sinclair Senior Notes (the “Registered HF Sinclair Senior Notes”). The Registered HF Sinclair Senior Notes are substantially identical to the HF Sinclair Senior Notes in all material respects except the Registered HF Sinclair Senior Notes are registered under the Securities Act and will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the Registration Rights Agreement, dated April 27, 2022, and will not have the registration rights applicable to the HF Sinclair Senior Notes. On October 21, 2022, HF Sinclair completed its offers to exchange HF Sinclair Senior Notes for Registered HF Sinclair Senior Notes. Further, we may from time to time seek to retire some or all of our outstanding debt or debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors.. HF Sinclair Financing Arrangements Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution and then leased back the precious metals catalyst in exchange for cash. The volume of the precious metals catalyst and the lease rate are fixed over the term of each lease, and the lease payments are recorded as interest expense. The current leases mature in one year or less. Upon maturity, we must either satisfy the obligation at fair market value or refinance to extend the maturity. These financing arrangements are recorded at a Level 2 fair value totaling $33.3 million and $37.4 million at September 30, 2022 and December 31, 2021, respectively, and are included in “Accrued liabilities” on our consolidated balance sheets. See Note 5 for additional information on Level 2 inputs. HEP Senior Notes On April 8, 2022, HEP closed a private placement of $400 million in aggregate principal amount of 6.375% senior notes maturing April 2027 (the “HEP 6.375% Senior Notes”) at par for net proceeds of approximately $393 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The net proceeds from the offering of the HEP 6.375% Senior Notes were used to partially repay outstanding borrowings under the HEP Credit Agreement. In addition, HEP has $500.0 million in aggregate principal amount of 5.0% senior notes maturing February 2028 (the “HEP 5.0% Senior Notes,” and together with the HEP 6.375% Senior Notes, 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. HEP was in compliance with the restrictive covenants for the HEP Senior Notes as of September 30, 2022. At any time when the HEP Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. or S&P Global Ratings 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 at varying premiums over face value under the HEP Senior Notes. Indebtedness under the HEP Senior Notes is guaranteed by certain of HEP’s wholly owned subsidiaries. HEP’s creditors have no recourse to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. The carrying amounts of long-term debt are as follows: September 30, December 31, (In thousands) HollyFrontier 2.625% Senior Notes $ 59,652 $ 350,000 5.875% Senior Notes 202,900 1,000,000 4.500% Senior Notes 74,966 400,000 337,518 1,750,000 HF Sinclair 2.625% Senior Notes 290,348 — 5.875% Senior Notes 797,100 — 4.500% Senior Notes 325,034 — 1,412,482 — Unamortized discount and debt issuance costs (9,597) (10,312) Total HF Sinclair long-term debt 1,740,403 1,739,688 HEP Credit Agreement 706,000 840,000 HEP 5.000% Senior Notes 500,000 500,000 6.375% Senior Notes 400,000 — 900,000 500,000 Unamortized discount and debt issuance costs (12,203) (6,951) Total HEP long-term debt 1,593,797 1,333,049 Total long-term debt $ 3,334,200 $ 3,072,737 The fair values of the senior notes are as follows: September 30, December 31, (In thousands) HollyFrontier and HF Sinclair Senior Notes $ 1,660,240 $ 1,912,753 HEP Senior Notes $ 822,628 $ 502,705 These fair values are based on a Level 2 input. See Note 5 for additional information on Level 2 inputs. We capitalized $0.7 million and $4.8 million for the three months ended September 30, 2022 and 2021, respectively, and $5.6 million and $9.5 million for the nine months ended September 30, 2022 and 2021, respectively, of interest attributable to construction projects. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 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, sales prices of refined products and crude oil costs. Foreign Currency Risk Management We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative contracts in the form of foreign exchange forward contracts to mitigate the exposure associated with fluctuations on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar. Accounting Hedges We had swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas that matured as of December 31, 2021. We also periodically have forward sales contracts that lock in the prices of future sales of crude oil and 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 (loss). These fair value adjustments are later reclassified to earnings as the hedging instruments mature. The following table presents the pre-tax effect on other comprehensive income (loss) (“OCI”) and earnings due to fair value adjustments and maturities of hedging instruments under hedge accounting: Net Unrealized Gain (Loss) Recognized in OCI Gain (Loss) Reclassified into Earnings Derivatives Designated as Cash Flow Hedging Instruments Three Months Ended Income Statement Location Three Months Ended 2022 2021 2022 2021 (In thousands) Commodity contracts $ — $ 960 Sales and other revenues $ — $ (468) Operating expenses — 520 Total $ — $ 960 $ — $ 52 Derivatives Designated as Cash Flow Hedging Instruments Nine Months Ended Income Statement Location Nine Months Ended 2022 2021 2022 2021 (In thousands) Commodity contracts $ 326 $ 1,742 Sales and other revenues $ (5,288) $ (19,239) Operating expenses — 467 Total $ 326 $ 1,742 $ (5,288) $ (18,772) Economic Hedges We have commodity contracts including NYMEX futures contracts to lock in prices on forecasted purchases and sales of inventory and forward purchase and sell contracts that serve as economic hedges (derivatives used for risk management, but not designated as accounting hedges). We also have forward currency contracts to fix the rate of foreign currency. In addition, our catalyst financing arrangements discussed in Note 10 could require repayment under certain conditions based on the future pricing of platinum, which is an embedded derivative. These contracts are measured at fair value with offsetting adjustments (gains/losses) recorded directly to earnings. The following table presents the pre-tax effect on income due to maturities and fair value adjustments of our economic hedges: Gain (Loss) Recognized in Earnings Derivatives Not Designated as Hedging Instruments Income Statement Location Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Commodity contracts Cost of products sold $ 27,042 $ (7,035) $ (10,364) $ (19,114) Interest expense 1,479 4,411 4,060 11,917 Foreign currency contracts Gain (loss) on foreign currency transactions 28,922 9,678 35,452 (3,151) Total $ 57,443 $ 7,054 $ 29,148 $ (10,348) As of September 30, 2022, we have the following notional contract volumes related to outstanding derivative instruments: Notional Contract Volumes by Year of Maturity Total Outstanding Notional 2022 2023 Unit of Measure Derivatives Not Designated as Hedging Instruments NYMEX futures (WTI) - short 1,915,000 1,915,000 — Barrels Forward gasoline and diesel contracts - long 50,000 50,000 — Barrels Foreign currency forward contracts 441,917,757 113,398,694 328,519,063 U.S. dollar Forward commodity contracts (platinum) 38,723 3,800 34,923 Troy ounces 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, 2022 Derivatives not designated as cash flow hedging instruments: NYMEX futures contracts $ 9,082 $ — $ 9,082 $ — $ — $ — Commodity forward contracts 190 — 190 90 — 90 Foreign currency forward contracts 33,454 — 33,454 — — — $ 42,726 $ — $ 42,726 $ 90 $ — $ 90 Total net balance $ 42,726 $ 90 Balance sheet classification: Prepayment and other $ 42,726 Accrued liabilities $ 90 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, 2021 Derivatives designated as cash flow hedging instruments: Commodity forward contracts $ — $ — $ — $ 238 $ — $ 238 $ — $ — $ — $ 238 $ — $ 238 Derivatives not designated as cash flow hedging instruments: NYMEX futures contracts $ — $ — $ — $ 1,269 $ — $ 1,269 Commodity forward contracts 286 — 286 328 — 328 Foreign currency forward contracts 7,494 (1,317) 6,177 — — — $ 7,780 $ (1,317) $ 6,463 $ 1,597 $ — $ 1,597 Total net balance $ 6,463 $ 1,835 Balance sheet classification: Prepayment and other $ 6,463 Accrued liabilities $ 1,835 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity As a result of the HFC Transactions, discussed in Note 2, each share of HollyFrontier common stock issued and outstanding immediately prior to the closing of the HFC Transactions (other than treasury shares which were cancelled pursuant to the Business Combination Agreement) was automatically converted into one validly issued, fully paid and non-assessable share of HF Sinclair common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as a share of HollyFrontier common stock immediately prior to the closing of the HFC Transactions. In November 2019, our Board of Directors approved a $1.0 billion share repurchase program, which replaced all existing share repurchase programs at that time, authorizing us to repurchase common stock in the open market or through privately negotiated transactions. In June 2022, our Board of Directors determined that privately negotiated repurchases from REH Company (formerly known as The Sinclair Companies) are also authorized under the share repurchase program, subject to REH Company’s interest in selling its shares and other limitations. As of September 30, 2022, we had repurchased $975.0 million under this share repurchase program, of which $500.0 million were repurchased pursuant to privately negotiated repurchases from REH Company. On September 21, 2022, our Board of Directors approved a new $1.0 billion share repurchase program, which, effective September 26, 2022, replaced all existing share repurchase programs, including $25.0 million remaining under the previously existing $1.0 billion share repurchase program. This new share repurchase program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH Company are also authorized under the share repurchase program, subject to REH Company’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH Company, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. This program may be discontinued at any time by our Board of Directors. As of September 30, 2022, we repurchased $100.0 million under this new share repurchase program pursuant to a privately negotiated repurchase from REH Company. 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 nine months ended September 30, 2022, we made open market and privately negotiated purchases of 21,610,528 shares for $1,075.0 million under our share repurchase programs, of which 11,842,698 shares were repurchased for $600.0 million pursuant to privately negotiated repurchases from REH Company. As of September 30, 2022, we had remaining authorization to repurchase up to $900.0 million under the new share repurchase program, of which we repurchased 946,911 shares for $51.8 million in October 2022. No share repurchases were made during the nine months ended September 30, 2021. During the nine months ended September 30, 2022 and 2021, we withheld 35,427 and 18,581 shares, respectively, of our common stock 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. Our Board of Directors declared a regular quarterly dividend in the amount of $0.40 per share, payable on December 5, 2022 to holders of record of common stock on November 21, 2022. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2022 | |
Other Comprehensive Income (Loss), before Tax [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The components and allocated tax effects of other comprehensive income (loss) are as follows: Before-Tax Tax Expense After-Tax (In thousands) Three Months Ended September 30, 2022 Net change in foreign currency translation adjustment $ (30,977) $ (6,522) $ (24,455) Net change in pension and other post-retirement benefit obligations (904) (220) (684) Other comprehensive loss attributable to HF Sinclair stockholders $ (31,881) $ (6,742) $ (25,139) Three Months Ended September 30, 2021 Net change in foreign currency translation adjustment $ (6,636) $ (1,417) $ (5,219) Net unrealized gain on hedging instruments 960 237 723 Net change in pension and other post-retirement benefit obligations (930) (233) (697) Other comprehensive loss attributable to HF Sinclair stockholders $ (6,606) $ (1,413) $ (5,193) Nine Months Ended September 30, 2022 Net change in foreign currency translation adjustment $ (47,142) $ (9,918) $ (37,224) Net unrealized gain on hedging instruments 326 67 259 Net change in pension and other post-retirement benefit obligations (2,716) (662) (2,054) Other comprehensive loss attributable to HF Sinclair stockholders $ (49,532) $ (10,513) $ (39,019) Nine Months Ended September 30, 2021 Net change in foreign currency translation adjustment $ (10,411) $ (2,192) $ (8,219) Net unrealized gain on hedging instruments 1,742 431 1,311 Net change in pension and other post-retirement benefit obligations (2,792) (698) (2,094) Other comprehensive loss attributable to HF Sinclair stockholders $ (11,461) $ (2,459) $ (9,002) The following table presents the statements of operations line item effects for reclassifications out of accumulated other comprehensive income (loss) (“AOCI”): AOCI Component Gain (Loss) Reclassified From AOCI Statement of Operations Line Item Three Months Ended September 30, 2022 2021 (In thousands) Hedging instruments: Commodity price swaps $ — $ (468) Sales and other revenues — 520 Operating expenses — 52 — 13 Income tax expense — 39 Net of tax Other post-retirement benefit obligations: Pension obligations 43 101 Gain on sale of assets and other 10 25 Income tax expense 33 76 Net of tax Post-retirement healthcare obligations 870 838 Gain on sale of assets and other 211 211 Income tax expense 659 627 Net of tax Retirement restoration plan (9) (9) Gain on sale of assets and other (2) (2) Income tax benefit (7) (7) Net of tax Total reclassifications for the period $ 685 $ 735 AOCI Component Gain (Loss) Reclassified From AOCI Statement of Operations Line Item Nine Months Ended September 30, 2022 2021 (In thousands) Hedging instruments: Commodity price swaps $ (5,288) $ (19,239) Sales and other revenues — 467 Operating expenses (5,288) (18,772) (1,282) (4,731) Income tax benefit (4,006) (14,041) Net of tax Other post-retirement benefit obligations: Pension obligations 133 306 Gain on sale of assets and other 32 77 Income tax expense 101 229 Net of tax Post-retirement healthcare obligations 2,610 2,513 Gain on sale of assets and other 633 633 Income tax expense 1,977 1,880 Net of tax Retirement restoration plan (27) (27) Gain on sale of assets and other (7) (7) Income tax benefit (20) (20) Net of tax Total reclassifications for the period $ (1,948) $ (11,952) Accumulated other comprehensive income (loss) in the equity section of our consolidated balance sheets includes: September 30, December 31, (In thousands) Foreign currency translation adjustment $ (45,085) $ (7,861) Unrealized gain on pension obligation 1,316 1,449 Unrealized gain on post-retirement benefit obligations 7,421 9,342 Unrealized loss on hedging instruments — (259) Accumulated other comprehensive income (loss) $ (36,348) $ 2,671 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | ContingenciesWe 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 materially adverse effect on our financial condition, results of operations or cash flows. Pursuant to the Business Combination Agreement, all pre-closing RINs obligations of Sinclair HoldCo’s subsidiaries (which are now subsidiaries of HF Sinclair as a result of the HFC Transactions) remain with Sinclair HoldCo. Sinclair HoldCo is required to transfer to HF Sinclair the number of each applicable type of RIN required for Sinclair HoldCo to demonstrate compliance for any pre-closing obligations it retained by the deadlines set forth in the Business Combination Agreement. If Sinclair HoldCo does not deliver all the required RINs by the applicable deadline, then, within five days following the delivery of an invoice therefor, Sinclair HoldCo is required to pay to HF Sinclair the amount of all out-of-pocket costs and expenses incurred by HF Sinclair to comply with Sinclair HoldCo’s pre-closing obligations prior to such deadline, including the price of any RINs purchased by HF Sinclair. In relation to this, 2,570,000 shares of HF Sinclair common stock and 5,290,000 HEP common units, in each case, out of the purchase consideration paid to Sinclair HoldCo, are held in escrow to secure Sinclair HoldCo’s RINs credit obligations under the Business Combination Agreement. HF Sinclair, and not HEP, would be entitled to the HEP common units held in escrow in the event of Sinclair HoldCo’s breach of its RINs credit obligations under the Business Combination Agreement. During 2017, 2018 and 2019, the EPA granted the Cheyenne Refinery and the refinery in Woods Cross, Utah (the “Woods Cross Refinery”) each a one-year small refinery exemption from the Renewable Fuel Standard (“RFS”) program requirements for the 2016, 2017 and 2018, respectively, calendar years. As a result, the Cheyenne Refinery’s and Woods Cross Refinery’s gasoline and diesel production are not subject to the Renewable Volume Obligation for the respective years. Upon each exemption granted, we increased our inventory of RINs and reduced our cost of products sold. On April 7, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross and Cheyenne refineries for the 2018 compliance year. On June 3, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross and Cheyenne refineries for the 2016 compliance year and denying small refinery exemption petitions for our Woods Cross and Cheyenne refineries for the 2019 and 2020 compliance years. Various subsidiaries of HollyFrontier are currently pursuing legal challenges to the EPA’s decisions to reverse its grant of small refinery exemptions for the 2016 and 2018 compliance years. The first lawsuit, filed against the EPA on May 6, 2022 and currently pending before the U.S. Court of Appeals for the DC Circuit, seeks to have the EPA’s reversal of our 2018 small refinery exemption petitions overturned. The second lawsuit, filed against the EPA on August 5, 2022 and currently pending before the U.S. Court of Appeals for the DC Circuit, seeks to have the EPA’s reversal of our 2016 small refinery exemption petitions overturned and to have the EPA’s denial of our 2019 and 2020 small refinery exemption petitions reversed. In addition, for both the 2016 and 2018 compliance years, pursuant to the June 2022 and April 2022 decisions, respectively, the EPA established an alternative compliance demonstration for small refineries pursuant to which the EPA is not imposing any obligations for the small refineries whose exemptions were reversed. On June 24, 2022, Growth Energy filed two lawsuits in the U.S. Court of Appeals for the DC Circuit against the EPA challenging the alternative compliance demonstration for the 2016 and 2018 compliance years. On July 25, 2022, various subsidiaries of HollyFrontier intervened on behalf of the EPA to aid the defense of the EPA’s alternative compliance demonstration decision. It is too early to predict the outcome of these matters. We are unable to estimate the costs we may incur, if any, at this time. We have been party to multiple proceedings before the Federal Energy Regulatory Commission (“FERC”) challenging the rates charged by SFPP, L.P. (“SFPP”) on its East Line pipeline facilities from El Paso, Texas to Phoenix, Arizona. In March 2018, FERC ruled that SFPP, as a master limited partnership, was prohibited from including an allowance for investor income taxes in the cost of service underlying its East Line rates. We reached a negotiated settlement with SFPP that provides for a payment to us of $51.5 million. FERC approved the settlement on December 31, 2020 subject to a rehearing period that resulted in a settlement effective date of February 2, 2021. Under the terms of the settlement agreement, SFPP made the $51.5 million payment to us on February 10, 2021 and we recorded a “Gain on tariff settlement” on our consolidated statements of operations for the nine months ended September 30, 2021. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationEffective the first quarter of 2022, we revised our reportable segments to align with certain changes in how our chief operating decision maker manages and allocates resources to our businesses. Accordingly, we created two new reportable segments, Renewables and Marketing. Our operations are now organized into five reportable segments, Refining, Renewables, Marketing, Lubricants and Specialty Products and HEP. Our operations that are not included in one of these five reportable segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Eliminations. Corporate and Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column. As a result of the Sinclair Transactions that closed on March 14, 2022, the operations of the Acquired Sinclair Businesses are reported in the Refining, Renewables, Marketing and HEP segments. The Refining segment represents the operations of our El Dorado, Tulsa, Navajo and Woods Cross refineries and HF Sinclair Asphalt Company LLC (“Asphalt”). Also, effective with our acquisition that closed on November 1, 2021, the Refining segment includes our Puget Sound refinery, and effective with our acquisition that closed on March 14, 2022, includes our Sinclair (also referred to as Parco) and Casper refineries. Refining activities involve the purchase and refining of crude oil and wholesale 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 Mountains extending into the Pacific Northwest geographic regions of the United States. Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma. The Renewables segment represents the operations of the Cheyenne renewable diesel unit (“RDU”), which was mechanically complete in the fourth quarter of 2021 and fully operational in the first quarter of 2022, the pre-treatment unit (“PTU”) at our Artesia, New Mexico facility, which was completed and fully operational in the first quarter of 2022 and the Artesia RDU, which was completed and fully operational in the second quarter of 2022. Also, effective with our acquisition that closed on March 14, 2022, the Renewables segment includes the Sinclair RDU. During the construction phase of our RDUs and PTU, operating expense and capital expenditures were reported in the Corporate and Other segment, and this financial information has been retrospectively adjusted to reflect our current segment presentation. Effective with our acquisition that closed on March 14, 2022, the Marketing segment includes branded fuel sales through more than 300 distributors to more than 1,300 branded sites in the United States and licensing fees for the use of the Sinclair brand at more than 300 additional locations throughout the country. The Lubricants and Specialty Products segment represents Petro-Canada Lubricants Inc.’s (“PCLI”) production operations, located in Mississauga, Ontario, that includes lubricant products such as base oils, white oils, specialty products and finished lubricants, and the operations of our Petro-Canada Lubricants business that includes the marketing of products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States, Europe and China. Additionally, the Lubricants and Specialty Products segment includes specialty lubricant products produced at our Tulsa refineries that are marketed throughout North America and are distributed in Central and South America and the operations of Red Giant Oil Company LLC, one of the largest suppliers of locomotive engine oil in North America. Also, the Lubricants and Specialty Products segment includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe. The HEP segment includes all of the operations of HEP, which owns and operates logistics and refinery assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. The HEP segment also includes 50% ownership interests in each of the Osage Pipeline, the Cheyenne Pipeline and Cushing Connect, a 25.06% ownership interest in the Saddle Butte Pipeline and a 49.995% ownership interest in the Pioneer Pipeline. Revenues from the HEP segment are earned through transactions with unaffiliated parties for pipeline transportation, rental and terminalling operations as well as revenues relating to pipeline transportation services provided for our refining operations. Due to certain basis differences, our reported amounts for the HEP segment may not agree to amounts reported in HEP’s periodic public filings. The accounting policies for our segments are the same as those described in the summary of significant accounting policies in HollyFrontier’s Annual Report on Form 10-K for the year ended December 31, 2021. As discussed above, we revised our reportable segments to align with certain changes in how our chief operating decision maker manages and allocates resources to our business. As a result of these changes, assets by segment are no longer a measure used to assess the performance of the segments by our chief operating decision maker and thus are not reported in our disclosures. Refining Renewables Marketing Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Three Months Ended September 30, 2022 Sales and other revenues: Revenues from external customers $ 8,230,606 $ 254,952 $ 1,266,681 $ 820,630 $ 26,133 $ — $ 10,599,002 Intersegment revenues 1,405,180 100,708 — 2,809 122,869 (1,631,566) — $ 9,635,786 $ 355,660 $ 1,266,681 $ 823,439 $ 149,002 $ (1,631,566) $ 10,599,002 Cost of products sold (exclusive of lower of cost or market inventory) $ 7,680,153 $ 345,588 $ 1,255,119 $ 696,864 $ — $ (1,602,471) $ 8,375,253 Lower of cost or market inventory valuation adjustment $ — $ 16,847 $ — $ — $ — $ — $ 16,847 Operating expenses $ 474,631 $ 23,427 $ — $ 69,506 $ 60,471 $ (23,444) $ 604,591 Selling, general and administrative expenses $ 34,353 $ 873 $ 1,351 $ 41,833 $ 3,750 $ 20,517 $ 102,677 Depreciation and amortization $ 102,599 $ 18,228 $ 6,355 $ 20,227 $ 25,846 $ (1,282) $ 171,973 Income (loss) from operations $ 1,344,050 $ (49,303) $ 3,856 $ (4,991) $ 58,935 $ (24,886) $ 1,327,661 Loss of equity method investments $ — $ — $ — $ — $ (16,334) $ — $ (16,334) Capital expenditures $ 37,653 $ 24,499 $ 1,487 $ 10,158 $ 7,948 $ 17,958 $ 99,703 Refining Renewables Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Three Months Ended September 30, 2021 Sales and other revenues: Revenues from external customers $ 3,993,570 $ — $ 666,033 $ 25,459 $ (3) $ 4,685,059 Intersegment revenues 189,441 — 501 97,125 (287,067) — $ 4,183,011 $ — $ 666,534 $ 122,584 $ (287,070) $ 4,685,059 Cost of products sold (exclusive of lower of cost or market inventory) $ 3,605,600 $ — $ 482,533 $ — $ (265,275) $ 3,822,858 Operating expenses $ 248,316 $ 13,117 $ 60,940 $ 42,793 $ (12,646) $ 352,520 Selling, general and administrative expenses $ 32,345 $ — $ 41,476 $ 3,849 $ 13,386 $ 91,056 Depreciation and amortization $ 77,890 $ 328 $ 19,226 $ 21,627 $ 2,149 $ 121,220 Income (loss) from operations $ 218,860 $ (13,445) $ 62,359 $ 54,315 $ (24,684) $ 297,405 Earnings of equity method investments $ — $ — $ — $ 3,689 $ — $ 3,689 Capital expenditures $ 40,814 $ 141,302 $ 7,833 $ 19,217 $ 6,338 $ 215,504 Refining Renewables Marketing Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Nine Months Ended September 30, 2022 Sales and other revenues: Revenues from external customers $ 23,442,162 $ 399,204 $ 2,880,024 $ 2,419,212 $ 79,310 $ — $ 29,219,912 Intersegment revenues 2,988,372 198,401 — 9,177 325,660 (3,521,610) — $ 26,430,534 $ 597,605 $ 2,880,024 $ 2,428,389 $ 404,970 $ (3,521,610) $ 29,219,912 Cost of products sold (exclusive of lower of cost or market inventory) $ 21,709,048 $ 582,521 $ 2,837,583 $ 1,777,869 $ — $ (3,449,841) $ 23,457,180 Lower of cost or market inventory valuation adjustment $ — $ 42,839 $ — $ — $ — $ — $ 42,839 Operating expenses $ 1,298,907 $ 79,796 $ — $ 209,977 $ 156,994 $ (57,522) $ 1,688,152 Selling, general and administrative expenses $ 107,358 $ 2,746 $ 2,540 $ 127,137 $ 12,745 $ 71,448 $ 323,974 Depreciation and amortization $ 300,060 $ 34,399 $ 11,274 $ 61,426 $ 73,803 $ (344) $ 480,618 Income (loss) from operations $ 3,015,161 $ (144,696) $ 28,627 $ 251,980 $ 161,428 $ (85,351) $ 3,227,149 Loss of equity method investments $ — $ — $ — $ — $ (7,261) $ — $ (7,261) Capital expenditures $ 104,284 $ 210,793 $ 6,796 $ 24,553 $ 31,194 $ 39,823 $ 417,443 Refining Renewables Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Nine Months Ended September 30, 2021 Sales and other revenues: Revenues from external customers $ 10,837,876 $ — $ 1,850,786 $ 77,809 $ 4 $ 12,766,475 Intersegment revenues 455,089 — 9,500 298,193 (762,782) — $ 11,292,965 $ — $ 1,860,286 $ 376,002 $ (762,778) $ 12,766,475 Cost of products sold (exclusive of lower of cost or market inventory) $ 9,986,862 $ — $ 1,305,274 $ — $ (683,244) $ 10,608,892 Lower of cost or market inventory valuation adjustment $ (318,353) $ — $ — $ — $ (509) $ (318,862) Operating expenses $ 772,593 $ 37,169 $ 183,003 $ 126,226 $ (32,371) $ 1,086,620 Selling, general and administrative expenses $ 90,977 $ — $ 124,612 $ 9,664 $ 25,532 $ 250,785 Depreciation and amortization $ 245,910 $ 986 $ 58,499 $ 66,908 $ (2,962) $ 369,341 Income (loss) from operations $ 514,976 $ (38,155) $ 188,898 $ 173,204 $ (69,224) $ 769,699 Earnings of equity method investments $ — $ — $ — $ 8,875 $ — $ 8,875 Capital expenditures $ 114,325 $ 325,271 $ 17,534 $ 76,933 $ 14,282 $ 548,345 |
Description of Business and P_2
Description of Business and Presentation of Financial Statements (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | In these financial statements, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include HEP and its subsidiaries as consolidated subsidiaries of HF Sinclair, unless when used in disclosures of transactions or obligations between HEP and HF Sinclair 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 HF Sinclair. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries. We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah and market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. We supply high-quality fuels to more than 1,300 Sinclair branded stations and license the use of the Sinclair brand at more than 300 additional locations throughout the country. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries. Through our subsidiaries, we produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. At September 30, 2022, we owned a 47% limited partner interest and a non-economic general partner interest in HEP, a variable interest entity (“VIE”). HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. On May 4, 2021, HollyFrontier Puget Sound Refining LLC (now known as HF Sinclair Puget Sound Refining LLC), a wholly owned subsidiary of HollyFrontier, entered into a sale and purchase agreement with Equilon Enterprises LLC d/b/a Shell Oil Products US (“Shell”) to acquire Shell’s Puget Sound refinery and related assets, including the on-site cogeneration facility and related logistics assets. The acquisition closed on November 1, 2021. On April 27, 2021, our wholly owned subsidiary, 7037619 Canada Inc., entered into a contract for sale of real property in Mississauga, Ontario for base consideration of $98.8 million, or CAD 125 million. The transaction closed on September 15, 2021, and we recorded a gain on sale of assets totaling $86.0 million for the three months ended September 30, 2021, which was recognized in “Gain on sale of assets and other” in our consolidated statements of operations. During the first quarter of 2021, we initiated a restructuring within our Lubricants and Specialty Products segment. As a result of this restructuring, we recorded $7.8 million in employee severance costs for the nine months ended September 30, 2021, which were recognized primarily as selling, general and administrative expenses in our Lubricants and Specialty Products segment. In the third quarter of 2020, we permanently ceased petroleum refining operations at our Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) and subsequently began converting certain assets at the Cheyenne Refinery to renewable diesel production. In connection with the cessation of petroleum refining operations at the Cheyenne Refinery, we recognized $1.5 million in decommissioning expense for the nine months ended September 30, 2022, and $6.7 million and $23.1 million for the three and nine months ended September 30, 2021, respectively. We also recognized $0.2 million and $0.9 million in employee severance costs for the three and nine months ended September 30, 2021, respectively. These charges were all recognized in operating expenses in our Corporate and Other segment. 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, 2022, the consolidated results of operations, comprehensive income and statements of equity for the three and nine months ended September 30, 2022 and 2021 and consolidated cash flows for the nine months ended September 30, 2022 and 2021 in accordance with the rules and regulations of the Securities and Exchange Commission (“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 HollyFrontier’s Annual Report on Form 10-K for the year ended December 31, 2021 that has been filed with the SEC. Beginning March 14, 2022, our business operations reflect the Acquired Sinclair Businesses (see Note 2). Our results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 2022. |
Accounts Receivable | Accounts Receivable: Our accounts receivable primarily consist of amounts due from customers that are primarily from sales of refined products and renewable diesel. 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 expected credit losses based on our historical loss experience as well as expected credit losses from current economic conditions and management’s expectations of future economic conditions. Credit losses are charged to the allowance for expected credit losses when an account is deemed uncollectible. |
Inventories | Inventories: Inventories related to our refining operations are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil and unfinished and finished refined products, or market. Inventories related to our renewables business are stated at the lower of cost, using the LIFO method for feedstock and unfinished and finished renewable products, 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. Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, or net realizable value. Inventories consisting of process chemicals, materials and maintenance supplies and RINs are stated at the lower of weighted-average cost or net realizable value. |
Leases | Leases: At inception, we determine if an arrangement is or contains a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our payment obligation under the leasing arrangement. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable. Operating leases are recorded in “Operating lease right-of-use assets” and current and noncurrent “Operating lease liabilities” on our consolidated balance sheet. Finance leases are included in “Properties, plants and equipment, at cost” and “Accrued liabilities” and “Other long-term liabilities” on our consolidated balance sheet. Our lease term includes an option to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on our balance sheet. For certain equipment leases, we apply a portfolio approach for the operating lease ROU assets and liabilities. Also, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations. In addition, HEP, as a lessor, does not separate the non-lease (service) component in contracts in which the lease component is the dominant component. HEP treats these combined components as a lease. |
Goodwill | Goodwill: As of September 30, 2022, our goodwill balance was $3.0 billion, with goodwill assigned to our Refining, Renewables, Marketing, Lubricants and Specialty Products and HEP segments. During 2022, we recognized $677.2 million in preliminary goodwill as a result of the Sinclair Transactions (as defined in Note 2), of which $98.4 million was related to HEP. The carrying amount of our goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments. 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 an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the carrying value of the reporting unit is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of reporting unit over the related fair value. |
Revenue Recognition | Revenue Recognition: Revenues on refined product, including branded fuel sales and renewable diesel, and excess crude oil sales are recognized when delivered (via pipeline, in-tank or rack) and the customer obtains control of such inventory, which is typically when title passes and the customer is billed. All revenues are reported inclusive of shipping and handling costs billed and exclusive of any taxes billed to customers. Shipping and handling costs incurred are reported as cost of products sold. Our lubricants and specialty products business has sales agreements with marketers and distributors that provide certain rights of return or provisions for the repurchase of products previously sold to them. Under these agreements, revenues and cost of revenues are deferred until the products have been sold to end customers. Our lubricants and specialty products business also has agreements that create an obligation to deliver products at a future date for which consideration has already been received and recorded as deferred revenue. This revenue is recognized when the products are delivered to the customer. |
Foreign Currency Translation | Foreign Currency Translation: Assets and liabilities recorded in foreign currencies are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the period presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. We have intercompany notes that were issued to fund certain of our foreign businesses. Remeasurement adjustments resulting from the conversion of intercompany financing amounts to functional currencies are recorded as gains and losses as a component of other income (expense) in the consolidated statements of operations. Such adjustments are not recorded to the Lubricants and Specialty Products segment operations, but to Corporate and Other. See Note 15 for additional information on our segments. |
Income Taxes | Income Taxes : Provisions for income taxes include deferred taxes resulting from temporary differences in income for financial and tax purposes, using the liability method of accounting for income taxes. The liability method requires the effect of tax rate changes on deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized. We account for U.S. tax on global intangible low-taxed income in the period in which it is incurred. Potential interest and penalties related to income tax matters are recognized in income tax expense. We believe we have appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. For the nine months ended September 30, 2022, we recorded an income tax expense of $706.7 million compared to $149.9 million for the nine months ended September 30, 2021. This increase was principally due to higher pre-tax income during the nine months ended September 30, 2022 compared to the same period of 2021. Our effective tax rates were 22.6% and 18.1% for the nine months ended September 30, 2022 and 2021, respectively. The increase in the effective tax rate is principally due to the relationship between the pre-tax results and the earnings attributable to the noncontrolling interest that is not included in income for tax purposes. The difference in the U.S. federal statutory rate and the effective tax rate for the nine months ended September 30, 2022 was primarily due to the increase in state taxes due to increased pre-tax income during the period. |
Inventory Repurchase Obligations | Inventory Repurchase Obligations: |
Fair Value Measurements | Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows: • (Level 1) Quoted prices in active markets for identical assets or liabilities. • (Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data. • (Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Consideration and Allocation | The following tables present the purchase consideration and preliminary purchase price allocation of the assets acquired and liabilities assumed on March 14, 2022: Purchase Consideration (in thousands except for per share amounts) Shares of HF Sinclair common stock issued 60,230 Closing price per share of HFC common stock (1) $ 35.68 Purchase consideration paid in HF Sinclair common stock 2,149,008 Shares of HEP common units issued to Sinclair 21,000 Closing price per share of HEP common units (2) $ 16.62 Purchase consideration paid in HEP common units 349,020 Total equity consideration 2,498,028 Cash consideration paid by HEP 328,955 Cash consideration received by HFC (77,507) Total cash consideration 251,448 Total purchase consideration $ 2,749,476 (1) Based on the HollyFrontier closing stock price on March 11, 2022. (2) Based on the HEP closing unit price on March 11, 2022. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | (In thousands) Assets Acquired Accounts receivable $ 460,391 Inventories: Crude oil and refined products 889,340 Inventories: Materials, supplies and other 33,172 Properties, plants and equipment 1,286,656 Operating lease right-of-use assets 4,585 Other assets: Intangibles and other 487,368 Total assets acquired $ 3,161,512 Liabilities Assumed Accounts payable $ 580,040 Operating lease liabilities 1,030 Accrued liabilities 84,298 Noncurrent operating lease liabilities 3,554 Deferred income taxes 353,813 Other long-term liabilities 66,526 Total liabilities assumed $ 1,089,261 Net assets acquired $ 2,072,251 Goodwill $ 677,225 |
Schedule of Pro Forma Information | The pro forma combined condensed financial data has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the Sinclair Transactions taken place on January 1, 2021 and is not intended to be a projection of future results. Three Months Ended Nine Months Ended 2021 2022 2021 (In thousands) Sales and other revenues $ 5,956,946 $ 30,225,411 $ 16,045,652 Net income attributable to HF Sinclair stockholders $ 400,118 $ 2,265,579 $ 732,158 |
Holly Energy Partners (Tables)
Holly Energy Partners (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Lease Income | Lease income recognized was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Operating lease revenues $ 3,373 $ 3,539 $ 10,530 $ 11,717 Sales-type lease interest income $ 628 $ 636 $ 1,889 $ 1,912 Lease revenues relating to variable lease payments not included in measurement of the sales-type lease receivable $ 659 $ 648 $ 1,728 $ 1,505 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | Disaggregated revenues were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Revenues by type Refined product revenues Transportation fuels (1) $ 7,087,662 $ 3,428,501 $ 20,172,623 $ 9,224,169 Specialty lubricant products (2) 728,938 618,310 2,159,078 1,704,930 Asphalt, fuel oil and other products (3) 503,686 260,788 1,481,413 641,117 Total refined product revenues 8,320,286 4,307,599 23,813,114 11,570,216 Excess crude oil revenues (4) 661,818 343,500 1,916,289 1,089,075 Renewable diesel revenues (5) 254,952 — 399,204 — Transportation and logistic services 26,133 25,459 79,310 77,809 Marketing revenues (6) 1,266,681 — 2,880,024 — Other revenues (7) 69,132 8,501 131,971 29,375 Total sales and other revenues $ 10,599,002 $ 4,685,059 $ 29,219,912 $ 12,766,475 Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Refined product revenues by market United States Mid-Continent $ 3,782,723 $ 2,467,792 $ 10,837,845 $ 6,470,231 Southwest 1,350,230 923,319 3,877,579 2,632,833 Rocky Mountains 2,561,803 414,334 7,226,552 1,025,389 Northeast 264,703 221,488 782,562 593,741 Canada 275,432 199,924 819,865 595,208 Europe, Asia and Latin America 85,395 80,742 268,711 252,814 Total refined product revenues $ 8,320,286 $ 4,307,599 $ 23,813,114 $ 11,570,216 (1) Transportation fuels revenues are attributable to our Refining segment wholesale marketing of gasoline, diesel and jet fuel. (2) Specialty lubricant products consist of base oil, waxes, finished lubricants and other specialty fluids. (3) Asphalt, fuel oil and other products revenues include revenues attributable to our Refining and Lubricants and Specialty Products segments of $416.2 million and $87.5 million, respectively, for the three months ended September 30, 2022, $1,227.2 million and $254.2 million, respectively, for the nine months ended September 30, 2022, $213.7 million and $47.1 million, respectively, for the three months ended September 30, 2021, $496.9 million and $144.2 million for the nine months ended September 30, 2021. (4) Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our refineries. (5) Renewable diesel revenues are attributable to our Renewables segment. (6) Marketing revenues consist primarily of branded gasoline and diesel fuel. (7) Other revenues are principally attributable to our Refining segment. |
Schedule of Changes to Contract Liabilities | The following table present s changes to our contract liabilities durin g the nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, 2022 2021 (In thousands) Balance at January 1 $ 9,278 $ 6,738 Increase 24,110 24,745 Recognized as revenue (23,181) (22,224) Balance at September 30 $ 10,207 $ 9,259 |
Schedules of Aggregate Minimum Volumes Expected to Be Sold Under Long-term Sales Contracts | Aggregate minimum volumes expected to be sold (future performance obligations) under our long-term product sales contracts with customers are as follows, which include branded sales volumes assumed upon our acquisition of the Acquired Sinclair Businesses: Remainder of 2022 2023 2024 Thereafter Total (In thousands) Refined product sales volumes (barrels) 10,303 32,409 26,187 47,187 116,086 Remainder of 2022 2023 2024 Thereafter Total (In thousands) HEP contractual minimum revenues $ 2,827 $ 11,017 $ 11,017 $ 3,017 $ 27,878 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements Of Asset and Liability Instruments | The carrying amounts of derivative instruments and RINs receivable and credit obligations at September 30, 2022 and December 31, 2021 were as follows: Fair Value by Input Level Carrying Amount Level 1 Level 2 Level 3 (In thousands) September 30, 2022 Assets: NYMEX futures contracts $ 9,082 $ 9,082 $ — $ — Commodity forward contracts 190 — 190 — RINs receivable (1) 81,232 — 81,232 — Foreign currency forward contracts 33,454 — 33,454 — Total assets $ 123,958 $ 9,082 $ 114,876 $ — Liabilities: Commodity forward contracts $ 90 $ — $ 90 $ — RINs credit obligations (1) 81,232 — 81,232 — Total liabilities $ 81,322 $ — $ 81,322 $ — Fair Value by Input Level Carrying Amount Level 1 Level 2 Level 3 (In thousands) December 31, 2021 Assets: Commodity forward contracts $ 286 $ — $ 286 $ — Foreign currency forward contracts 6,177 — 6,177 — Total assets $ 6,463 $ — $ 6,463 $ — Liabilities: NYMEX futures contracts $ 1,269 $ 1,269 $ — $ — Commodity forward contracts 566 — 566 — RINs credit obligations (2) 9,429 — 9,429 — Total liabilities $ 11,264 $ 1,269 $ 9,995 $ — (1) Sinclair HoldCo is financially responsible for satisfaction of RINs credit obligations for all periods prior to the closing of the Sinclair Transactions. See Note 2 for additional information on RINs credit obligations assumed in the Sinclair Transactions. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share | The following is a reconciliation of the denominators of the basic and diluted per share computations for net income attributable to HF Sinclair stockholders: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands, except per share data) Net income attributable to HF Sinclair stockholders $ 954,405 $ 280,787 $ 2,335,641 $ 597,854 Participating securities’ share in earnings (1) 8,939 3,553 24,023 7,888 Net income attributable to common shares $ 945,466 $ 277,234 $ 2,311,618 $ 589,966 Average number of shares of common stock outstanding 212,388 162,551 203,610 162,518 Average number of shares of common stock outstanding assuming dilution 212,388 162,551 203,610 162,518 Basic earnings per share $ 4.45 $ 1.71 $ 11.35 $ 3.63 Diluted earnings per share $ 4.45 $ 1.71 $ 11.35 $ 3.63 (1) Unvested restricted stock unit awards and unvested performance share units that settle in HF Sinclair common stock represent participating securities because they participate in nonforfeitable dividends or distributions with the common stockholders of HF Sinclair. Participating earnings represent the distributed and undistributed earnings of HF Sinclair attributable to the participating securities. Unvested restricted stock unit awards and performance share units do not participate in undistributed net losses as they are not contractually obligated to do so. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Of Restricted Stock Activity | A summary of restricted stock unit and performance share unit activity during the nine months ended September 30, 2022 is presented below: Restricted Stock Units Performance Share Units Outstanding at January 1, 2022 1,604,540 864,626 Granted (1) 102,062 7,335 Vested (109,720) (25,733) Forfeited (180,972) (155,632) Outstanding at September 30, 2022 1,415,910 690,596 (1) Weighted average grant date fair value per unit $ 48.60 $ 38.50 |
Schedule Of Performance Share Activity | A summary of restricted stock unit and performance share unit activity during the nine months ended September 30, 2022 is presented below: Restricted Stock Units Performance Share Units Outstanding at January 1, 2022 1,604,540 864,626 Granted (1) 102,062 7,335 Vested (109,720) (25,733) Forfeited (180,972) (155,632) Outstanding at September 30, 2022 1,415,910 690,596 (1) Weighted average grant date fair value per unit $ 48.60 $ 38.50 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Components | Inventories consist of the following components: September 30, December 31, 2021 (In thousands) Crude oil $ 866,995 $ 630,873 Other raw materials and unfinished products (1) 830,489 530,067 Finished products (2) 1,431,746 726,930 Lower of cost or market reserve (51,578) (8,739) Process chemicals (3) 50,280 43,025 Repair and maintenance supplies and other (4) 309,220 199,972 Total inventory $ 3,437,152 $ 2,122,128 (1) Other raw materials and unfinished products include feedstocks and blendstocks, other than crude. (2) Finished products include gasolines, jet fuels, diesels, renewable diesels, lubricants, asphalts, LPG’s and residual fuels. (3) Process chemicals include additives and other chemicals. (4) Includes RINs. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The carrying amounts of long-term debt are as follows: September 30, December 31, (In thousands) HollyFrontier 2.625% Senior Notes $ 59,652 $ 350,000 5.875% Senior Notes 202,900 1,000,000 4.500% Senior Notes 74,966 400,000 337,518 1,750,000 HF Sinclair 2.625% Senior Notes 290,348 — 5.875% Senior Notes 797,100 — 4.500% Senior Notes 325,034 — 1,412,482 — Unamortized discount and debt issuance costs (9,597) (10,312) Total HF Sinclair long-term debt 1,740,403 1,739,688 HEP Credit Agreement 706,000 840,000 HEP 5.000% Senior Notes 500,000 500,000 6.375% Senior Notes 400,000 — 900,000 500,000 Unamortized discount and debt issuance costs (12,203) (6,951) Total HEP long-term debt 1,593,797 1,333,049 Total long-term debt $ 3,334,200 $ 3,072,737 The fair values of the senior notes are as follows: September 30, December 31, (In thousands) HollyFrontier and HF Sinclair Senior Notes $ 1,660,240 $ 1,912,753 HEP Senior Notes $ 822,628 $ 502,705 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Net Unrealized Gain (Loss) Recognized in OCI and Gain (Loss) Reclassified into Earnings | The following table presents the pre-tax effect on other comprehensive income (loss) (“OCI”) and earnings due to fair value adjustments and maturities of hedging instruments under hedge accounting: Net Unrealized Gain (Loss) Recognized in OCI Gain (Loss) Reclassified into Earnings Derivatives Designated as Cash Flow Hedging Instruments Three Months Ended Income Statement Location Three Months Ended 2022 2021 2022 2021 (In thousands) Commodity contracts $ — $ 960 Sales and other revenues $ — $ (468) Operating expenses — 520 Total $ — $ 960 $ — $ 52 Derivatives Designated as Cash Flow Hedging Instruments Nine Months Ended Income Statement Location Nine Months Ended 2022 2021 2022 2021 (In thousands) Commodity contracts $ 326 $ 1,742 Sales and other revenues $ (5,288) $ (19,239) Operating expenses — 467 Total $ 326 $ 1,742 $ (5,288) $ (18,772) |
Schedule of Gain (Loss) Recognized in Earnings | The following table presents the pre-tax effect on income due to maturities and fair value adjustments of our economic hedges: Gain (Loss) Recognized in Earnings Derivatives Not Designated as Hedging Instruments Income Statement Location Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In thousands) Commodity contracts Cost of products sold $ 27,042 $ (7,035) $ (10,364) $ (19,114) Interest expense 1,479 4,411 4,060 11,917 Foreign currency contracts Gain (loss) on foreign currency transactions 28,922 9,678 35,452 (3,151) Total $ 57,443 $ 7,054 $ 29,148 $ (10,348) |
Schedule of Notional Amounts of Outstanding Derivatives Serving as Economic Hedges | As of September 30, 2022, we have the following notional contract volumes related to outstanding derivative instruments: Notional Contract Volumes by Year of Maturity Total Outstanding Notional 2022 2023 Unit of Measure Derivatives Not Designated as Hedging Instruments NYMEX futures (WTI) - short 1,915,000 1,915,000 — Barrels Forward gasoline and diesel contracts - long 50,000 50,000 — Barrels Foreign currency forward contracts 441,917,757 113,398,694 328,519,063 U.S. dollar Forward commodity contracts (platinum) 38,723 3,800 34,923 Troy ounces |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | 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, 2022 Derivatives not designated as cash flow hedging instruments: NYMEX futures contracts $ 9,082 $ — $ 9,082 $ — $ — $ — Commodity forward contracts 190 — 190 90 — 90 Foreign currency forward contracts 33,454 — 33,454 — — — $ 42,726 $ — $ 42,726 $ 90 $ — $ 90 Total net balance $ 42,726 $ 90 Balance sheet classification: Prepayment and other $ 42,726 Accrued liabilities $ 90 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, 2021 Derivatives designated as cash flow hedging instruments: Commodity forward contracts $ — $ — $ — $ 238 $ — $ 238 $ — $ — $ — $ 238 $ — $ 238 Derivatives not designated as cash flow hedging instruments: NYMEX futures contracts $ — $ — $ — $ 1,269 $ — $ 1,269 Commodity forward contracts 286 — 286 328 — 328 Foreign currency forward contracts 7,494 (1,317) 6,177 — — — $ 7,780 $ (1,317) $ 6,463 $ 1,597 $ — $ 1,597 Total net balance $ 6,463 $ 1,835 Balance sheet classification: Prepayment and other $ 6,463 Accrued liabilities $ 1,835 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Comprehensive Income (Loss), before Tax [Abstract] | |
Schedule of Components and Allocated Tax Effects of OCI | The components and allocated tax effects of other comprehensive income (loss) are as follows: Before-Tax Tax Expense After-Tax (In thousands) Three Months Ended September 30, 2022 Net change in foreign currency translation adjustment $ (30,977) $ (6,522) $ (24,455) Net change in pension and other post-retirement benefit obligations (904) (220) (684) Other comprehensive loss attributable to HF Sinclair stockholders $ (31,881) $ (6,742) $ (25,139) Three Months Ended September 30, 2021 Net change in foreign currency translation adjustment $ (6,636) $ (1,417) $ (5,219) Net unrealized gain on hedging instruments 960 237 723 Net change in pension and other post-retirement benefit obligations (930) (233) (697) Other comprehensive loss attributable to HF Sinclair stockholders $ (6,606) $ (1,413) $ (5,193) Nine Months Ended September 30, 2022 Net change in foreign currency translation adjustment $ (47,142) $ (9,918) $ (37,224) Net unrealized gain on hedging instruments 326 67 259 Net change in pension and other post-retirement benefit obligations (2,716) (662) (2,054) Other comprehensive loss attributable to HF Sinclair stockholders $ (49,532) $ (10,513) $ (39,019) Nine Months Ended September 30, 2021 Net change in foreign currency translation adjustment $ (10,411) $ (2,192) $ (8,219) Net unrealized gain on hedging instruments 1,742 431 1,311 Net change in pension and other post-retirement benefit obligations (2,792) (698) (2,094) Other comprehensive loss attributable to HF Sinclair stockholders $ (11,461) $ (2,459) $ (9,002) |
Schedule of Income Statement Line Items Effects Out of AOCI | The following table presents the statements of operations line item effects for reclassifications out of accumulated other comprehensive income (loss) (“AOCI”): AOCI Component Gain (Loss) Reclassified From AOCI Statement of Operations Line Item Three Months Ended September 30, 2022 2021 (In thousands) Hedging instruments: Commodity price swaps $ — $ (468) Sales and other revenues — 520 Operating expenses — 52 — 13 Income tax expense — 39 Net of tax Other post-retirement benefit obligations: Pension obligations 43 101 Gain on sale of assets and other 10 25 Income tax expense 33 76 Net of tax Post-retirement healthcare obligations 870 838 Gain on sale of assets and other 211 211 Income tax expense 659 627 Net of tax Retirement restoration plan (9) (9) Gain on sale of assets and other (2) (2) Income tax benefit (7) (7) Net of tax Total reclassifications for the period $ 685 $ 735 AOCI Component Gain (Loss) Reclassified From AOCI Statement of Operations Line Item Nine Months Ended September 30, 2022 2021 (In thousands) Hedging instruments: Commodity price swaps $ (5,288) $ (19,239) Sales and other revenues — 467 Operating expenses (5,288) (18,772) (1,282) (4,731) Income tax benefit (4,006) (14,041) Net of tax Other post-retirement benefit obligations: Pension obligations 133 306 Gain on sale of assets and other 32 77 Income tax expense 101 229 Net of tax Post-retirement healthcare obligations 2,610 2,513 Gain on sale of assets and other 633 633 Income tax expense 1,977 1,880 Net of tax Retirement restoration plan (27) (27) Gain on sale of assets and other (7) (7) Income tax benefit (20) (20) Net of tax Total reclassifications for the period $ (1,948) $ (11,952) |
Schedule of AOCI in Equity | Accumulated other comprehensive income (loss) in the equity section of our consolidated balance sheets includes: September 30, December 31, (In thousands) Foreign currency translation adjustment $ (45,085) $ (7,861) Unrealized gain on pension obligation 1,316 1,449 Unrealized gain on post-retirement benefit obligations 7,421 9,342 Unrealized loss on hedging instruments — (259) Accumulated other comprehensive income (loss) $ (36,348) $ 2,671 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting Information | Refining Renewables Marketing Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Three Months Ended September 30, 2022 Sales and other revenues: Revenues from external customers $ 8,230,606 $ 254,952 $ 1,266,681 $ 820,630 $ 26,133 $ — $ 10,599,002 Intersegment revenues 1,405,180 100,708 — 2,809 122,869 (1,631,566) — $ 9,635,786 $ 355,660 $ 1,266,681 $ 823,439 $ 149,002 $ (1,631,566) $ 10,599,002 Cost of products sold (exclusive of lower of cost or market inventory) $ 7,680,153 $ 345,588 $ 1,255,119 $ 696,864 $ — $ (1,602,471) $ 8,375,253 Lower of cost or market inventory valuation adjustment $ — $ 16,847 $ — $ — $ — $ — $ 16,847 Operating expenses $ 474,631 $ 23,427 $ — $ 69,506 $ 60,471 $ (23,444) $ 604,591 Selling, general and administrative expenses $ 34,353 $ 873 $ 1,351 $ 41,833 $ 3,750 $ 20,517 $ 102,677 Depreciation and amortization $ 102,599 $ 18,228 $ 6,355 $ 20,227 $ 25,846 $ (1,282) $ 171,973 Income (loss) from operations $ 1,344,050 $ (49,303) $ 3,856 $ (4,991) $ 58,935 $ (24,886) $ 1,327,661 Loss of equity method investments $ — $ — $ — $ — $ (16,334) $ — $ (16,334) Capital expenditures $ 37,653 $ 24,499 $ 1,487 $ 10,158 $ 7,948 $ 17,958 $ 99,703 Refining Renewables Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Three Months Ended September 30, 2021 Sales and other revenues: Revenues from external customers $ 3,993,570 $ — $ 666,033 $ 25,459 $ (3) $ 4,685,059 Intersegment revenues 189,441 — 501 97,125 (287,067) — $ 4,183,011 $ — $ 666,534 $ 122,584 $ (287,070) $ 4,685,059 Cost of products sold (exclusive of lower of cost or market inventory) $ 3,605,600 $ — $ 482,533 $ — $ (265,275) $ 3,822,858 Operating expenses $ 248,316 $ 13,117 $ 60,940 $ 42,793 $ (12,646) $ 352,520 Selling, general and administrative expenses $ 32,345 $ — $ 41,476 $ 3,849 $ 13,386 $ 91,056 Depreciation and amortization $ 77,890 $ 328 $ 19,226 $ 21,627 $ 2,149 $ 121,220 Income (loss) from operations $ 218,860 $ (13,445) $ 62,359 $ 54,315 $ (24,684) $ 297,405 Earnings of equity method investments $ — $ — $ — $ 3,689 $ — $ 3,689 Capital expenditures $ 40,814 $ 141,302 $ 7,833 $ 19,217 $ 6,338 $ 215,504 Refining Renewables Marketing Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Nine Months Ended September 30, 2022 Sales and other revenues: Revenues from external customers $ 23,442,162 $ 399,204 $ 2,880,024 $ 2,419,212 $ 79,310 $ — $ 29,219,912 Intersegment revenues 2,988,372 198,401 — 9,177 325,660 (3,521,610) — $ 26,430,534 $ 597,605 $ 2,880,024 $ 2,428,389 $ 404,970 $ (3,521,610) $ 29,219,912 Cost of products sold (exclusive of lower of cost or market inventory) $ 21,709,048 $ 582,521 $ 2,837,583 $ 1,777,869 $ — $ (3,449,841) $ 23,457,180 Lower of cost or market inventory valuation adjustment $ — $ 42,839 $ — $ — $ — $ — $ 42,839 Operating expenses $ 1,298,907 $ 79,796 $ — $ 209,977 $ 156,994 $ (57,522) $ 1,688,152 Selling, general and administrative expenses $ 107,358 $ 2,746 $ 2,540 $ 127,137 $ 12,745 $ 71,448 $ 323,974 Depreciation and amortization $ 300,060 $ 34,399 $ 11,274 $ 61,426 $ 73,803 $ (344) $ 480,618 Income (loss) from operations $ 3,015,161 $ (144,696) $ 28,627 $ 251,980 $ 161,428 $ (85,351) $ 3,227,149 Loss of equity method investments $ — $ — $ — $ — $ (7,261) $ — $ (7,261) Capital expenditures $ 104,284 $ 210,793 $ 6,796 $ 24,553 $ 31,194 $ 39,823 $ 417,443 Refining Renewables Lubricants and Specialty Products HEP Corporate, Other Consolidated (In thousands) Nine Months Ended September 30, 2021 Sales and other revenues: Revenues from external customers $ 10,837,876 $ — $ 1,850,786 $ 77,809 $ 4 $ 12,766,475 Intersegment revenues 455,089 — 9,500 298,193 (762,782) — $ 11,292,965 $ — $ 1,860,286 $ 376,002 $ (762,778) $ 12,766,475 Cost of products sold (exclusive of lower of cost or market inventory) $ 9,986,862 $ — $ 1,305,274 $ — $ (683,244) $ 10,608,892 Lower of cost or market inventory valuation adjustment $ (318,353) $ — $ — $ — $ (509) $ (318,862) Operating expenses $ 772,593 $ 37,169 $ 183,003 $ 126,226 $ (32,371) $ 1,086,620 Selling, general and administrative expenses $ 90,977 $ — $ 124,612 $ 9,664 $ 25,532 $ 250,785 Depreciation and amortization $ 245,910 $ 986 $ 58,499 $ 66,908 $ (2,962) $ 369,341 Income (loss) from operations $ 514,976 $ (38,155) $ 188,898 $ 173,204 $ (69,224) $ 769,699 Earnings of equity method investments $ — $ — $ — $ 8,875 $ — $ 8,875 Capital expenditures $ 114,325 $ 325,271 $ 17,534 $ 76,933 $ 14,282 $ 548,345 |
Description of Business and P_3
Description of Business and Presentation of Financial Statements (Details) $ in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Mar. 14, 2022 USD ($) shares | Apr. 27, 2021 USD ($) | Apr. 27, 2021 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Ownership Interest By Project Type [Line Items] | ||||||||
Allowance for expected credit losses | $ 7,500 | $ 7,500 | $ 3,700 | |||||
Goodwill | 2,968,711 | 2,968,711 | 2,293,044 | |||||
Income tax expense (benefit) | 301,853 | $ 54,766 | $ 706,675 | $ 149,944 | ||||
Effective income tax rate | 22.60% | 18.10% | ||||||
Proceeds from inventory repurchase agreements | $ 31,800 | $ 32,700 | ||||||
Payments under inventory repurchase agreements | 32,200 | 34,100 | ||||||
Cheyenne Refinery | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Severance costs | 200 | 900 | ||||||
Decommissioning expense | 6,700 | $ 1,500 | 23,100 | |||||
Lubricants and Specialty Products | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Severance costs | $ 7,800 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Mississauga, Canada Property | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Gain on sale of asset | $ 86,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Mississauga, Canada Property | 7037619 Canada Inc. | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Proceeds from sale of property | $ 98,800 | $ 125 | ||||||
HEP | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Percentage of ownership in variable interest entity | 47% | |||||||
Goodwill | $ 411,231 | $ 411,231 | $ 312,873 | |||||
Sinclair Merger | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Goodwill | $ 677,225 | |||||||
Sinclair Merger | HEP | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 21,000,000 | |||||||
Goodwill | $ 98,400 | |||||||
Sinclair Merger | Sinclair HoldCo | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 60,230,036 | |||||||
Sinclair Merger | Sinclair HoldCo | HEP | ||||||||
Ownership Interest By Project Type [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 21,000,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, bbl in Millions | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Mar. 14, 2022 USD ($) terminal location nomination brandedStation mi $ / shares shares bbl | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Business Acquisition [Line Items] | |||||
Common stock par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Goodwill | $ 2,968,711,000 | $ 2,968,711,000 | $ 2,968,711,000 | $ 2,293,044,000 | |
HEP | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 411,231,000 | $ 411,231,000 | $ 411,231,000 | $ 312,873,000 | |
HEP | Saddle Butte Pipeline III, LLC | |||||
Business Acquisition [Line Items] | |||||
Equity method investment, ownership percentage | 25.06% | 25.06% | 25.06% | 25.06% | |
HEP | Pioneer Investments Corp. | |||||
Business Acquisition [Line Items] | |||||
Equity method investment, ownership percentage | 49.995% | 49.995% | 49.995% | 49.995% | |
HEP | UNEV | |||||
Business Acquisition [Line Items] | |||||
Remaining ownership interest acquired | 0.250 | ||||
Sinclair HoldCo | |||||
Business Acquisition [Line Items] | |||||
Number of nominations to the Board of Directors | nomination | 2 | ||||
Sinclair HoldCo | RINs credit obligations | |||||
Business Acquisition [Line Items] | |||||
Market price of RINs credit obligations | $ 68,400,000 | ||||
Sinclair Merger | |||||
Business Acquisition [Line Items] | |||||
Value of shares issued in transaction | 2,498,028,000 | ||||
Transaction cash consideration transferred | 251,448,000 | ||||
Aggregate consideration paid in transaction | $ 2,749,476,000 | ||||
Shares held in escrow (in shares) | shares | 2,570,000 | ||||
Number of branded stations | brandedStation | 1,300 | ||||
Number of locations licensed to use brand | location | 300 | ||||
Goodwill | $ 677,225,000 | ||||
Intangible assets acquired | 213,100,000 | ||||
Fair value of equity method investments acquired | 234,300,000 | ||||
Accrued liabilities | 84,298,000 | ||||
Revenue from acquiree | $ 1,837,600,000 | $ 4,271,100,000 | |||
Income from operations from acquiree | 371,200,000 | $ 728,400,000 | |||
Incremental acquisition and integration costs | $ 10,700,000 | $ 48,100,000 | |||
Sinclair Merger | RINs credit obligations | |||||
Business Acquisition [Line Items] | |||||
Accrued liabilities | $ 70,600,000 | ||||
Sinclair Merger | Minimum | |||||
Business Acquisition [Line Items] | |||||
Amortization period of intangible assets acquired | 4 years | ||||
Sinclair Merger | Maximum | |||||
Business Acquisition [Line Items] | |||||
Amortization period of intangible assets acquired | 20 years | ||||
Sinclair Merger | HEP | |||||
Business Acquisition [Line Items] | |||||
Shares issued in transaction (in shares) | shares | 21,000,000 | ||||
Value of shares issued in transaction | $ 349,020,000 | ||||
Transaction cash consideration transferred | 328,955,000 | ||||
Aggregate consideration paid in transaction | $ 678,000,000 | ||||
Shares held in escrow (in shares) | shares | 5,290,000 | ||||
Size of pipeline | mi | 1,200 | ||||
Number of product terminals | terminal | 8 | ||||
Number of crude terminals | terminal | 2 | ||||
Barrels of crude oil, value | bbl | 4.5 | ||||
Goodwill | $ 98,400,000 | ||||
Sinclair Merger | Sinclair HoldCo | |||||
Business Acquisition [Line Items] | |||||
Shares issued in transaction (in shares) | shares | 60,230,036 | ||||
Percentage of pro forma equity representing shares issued in transaction | 0.27 | ||||
Value of shares issued in transaction | $ 2,149,000,000 | ||||
Shares held in escrow (in shares) | shares | 2,570,000 | ||||
Sinclair Merger | Sinclair HoldCo | HEP | |||||
Business Acquisition [Line Items] | |||||
Shares issued in transaction (in shares) | shares | 21,000,000 | ||||
Transaction cash consideration transferred | $ 329,000,000 | ||||
Shares held in escrow (in shares) | shares | 5,290,000 | ||||
Sinclair Merger | HF Sinclair | Sinclair HoldCo | |||||
Business Acquisition [Line Items] | |||||
Transaction cash consideration transferred | $ 77,500,000 | ||||
Aggregate consideration paid in transaction | $ 2,072,000,000 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Sinclair Merger - USD ($) $ / shares in Units, shares in Thousands | Mar. 14, 2022 | Mar. 11, 2022 |
Business Acquisition [Line Items] | ||
Total equity consideration | $ 2,498,028,000 | |
Total cash consideration | 251,448,000 | |
Cash consideration received by HFC | (77,507,000) | |
Total purchase consideration | $ 2,749,476,000 | |
HF Sinclair | ||
Business Acquisition [Line Items] | ||
Shares issued (in shares) | 60,230 | |
Closing price per share (in USD per share) | $ 35.68 | |
Total equity consideration | $ 2,149,008,000 | |
HEP | ||
Business Acquisition [Line Items] | ||
Shares issued (in shares) | 21,000 | |
Closing price per share (in USD per share) | $ 16.62 | |
Total equity consideration | $ 349,020,000 | |
Total cash consideration | 328,955,000 | |
Total purchase consideration | $ 678,000,000 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 14, 2022 | Dec. 31, 2021 |
Liabilities Assumed | |||
Goodwill | $ 2,968,711 | $ 2,293,044 | |
Sinclair Merger | |||
Assets Acquired | |||
Accounts receivable | $ 460,391 | ||
Properties, plants and equipment | 1,286,656 | ||
Operating lease right-of-use assets | 4,585 | ||
Other assets: Intangibles and other | 487,368 | ||
Total assets acquired | 3,161,512 | ||
Liabilities Assumed | |||
Accounts payable | 580,040 | ||
Operating lease liabilities | 1,030 | ||
Accrued liabilities | 84,298 | ||
Noncurrent operating lease liabilities | 3,554 | ||
Deferred income taxes | 353,813 | ||
Other long-term liabilities | 66,526 | ||
Total liabilities assumed | 1,089,261 | ||
Net assets acquired | 2,072,251 | ||
Goodwill | 677,225 | ||
Sinclair Merger | Crude Oil and Refined Products | |||
Assets Acquired | |||
Inventories | 889,340 | ||
Sinclair Merger | Materials, Supplies and Other | |||
Assets Acquired | |||
Inventories | $ 33,172 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - Sinclair Merger - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Sales and other revenues | $ 5,956,946 | $ 30,225,411 | $ 16,045,652 |
Net income attributable to HF Sinclair stockholders | $ 400,118 | $ 2,265,579 | $ 732,158 |
Holly Energy Partners - Narrati
Holly Energy Partners - Narrative (Details) shares in Thousands, bbl in Thousands | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Mar. 14, 2022 USD ($) shares bbl | Oct. 31, 2019 USD ($) bbl | Sep. 30, 2022 | |
Sinclair Merger | ||||
Holly Energy Partners Entity [Line Items] | ||||
Value of shares issued in transaction | $ 2,498,028,000 | |||
Transaction cash consideration transferred | 251,448,000 | |||
Aggregate consideration paid in transaction | $ 2,749,476,000 | |||
HEP | ||||
Holly Energy Partners Entity [Line Items] | ||||
Percentage of ownership in variable interest entity | 47% | |||
Minimum annualized payments under agreement | $ 445,900,000 | |||
HEP | Sinclair Merger | ||||
Holly Energy Partners Entity [Line Items] | ||||
Barrels of crude oil, value | bbl | 4,500 | |||
Shares issued in transaction (in shares) | shares | 21,000 | |||
Value of shares issued in transaction | $ 349,020,000 | |||
Transaction cash consideration transferred | 328,955,000 | |||
Aggregate consideration paid in transaction | $ 678,000,000 | |||
HEP | Revenue Benchmark | Customer Concentration Risk | HollyFrontier | ||||
Holly Energy Partners Entity [Line Items] | ||||
Concentration risk, percentage of total revenues | 80% | |||
HEP | Osage Pipeline | ||||
Holly Energy Partners Entity [Line Items] | ||||
Equity method investment, ownership percentage | 50% | 50% | ||
HEP | Cheyenne Pipeline | ||||
Holly Energy Partners Entity [Line Items] | ||||
Equity method investment, ownership percentage | 50% | 50% | ||
HEP | Cushing Connect | ||||
Holly Energy Partners Entity [Line Items] | ||||
Equity method investment, ownership percentage | 50% | 50% | ||
HEP | Saddle Butte Pipeline III, LLC | ||||
Holly Energy Partners Entity [Line Items] | ||||
Equity method investment, ownership percentage | 25.06% | 25.06% | 25.06% | |
HEP | Pioneer Investments Corp. | ||||
Holly Energy Partners Entity [Line Items] | ||||
Equity method investment, ownership percentage | 49.995% | 49.995% | 49.995% | |
HEP | Crushing Connect Joint Venture | ||||
Holly Energy Partners Entity [Line Items] | ||||
Barrels of crude oil per day | bbl | 160 | |||
Barrels of crude oil, value | bbl | 1,500 | |||
Percent of budget which construction costs payable by HEP | 10% | |||
Expected construction costs | $ 73,000,000 | |||
HEP | UNEV | ||||
Holly Energy Partners Entity [Line Items] | ||||
Remaining ownership interest acquired | 0.250 |
Holly Energy Partners - Schedul
Holly Energy Partners - Schedule of Lease Income (Details) - HEP - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Variable Interest Entity [Line Items] | ||||
Operating lease revenues | $ 3,373 | $ 3,539 | $ 10,530 | $ 11,717 |
Sales-type lease interest income | 628 | 636 | 1,889 | 1,912 |
Lease revenues relating to variable lease payments not included in measurement of the sales-type lease receivable | $ 659 | $ 648 | $ 1,728 | $ 1,505 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | $ 10,599,002 | $ 4,685,059 | $ 29,219,912 | $ 12,766,475 |
Mid-Continent | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 3,782,723 | 2,467,792 | 10,837,845 | 6,470,231 |
Southwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 1,350,230 | 923,319 | 3,877,579 | 2,632,833 |
Rocky Mountains | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 2,561,803 | 414,334 | 7,226,552 | 1,025,389 |
Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 264,703 | 221,488 | 782,562 | 593,741 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 275,432 | 199,924 | 819,865 | 595,208 |
Europe, Asia and Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 85,395 | 80,742 | 268,711 | 252,814 |
Transportation fuels | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 7,087,662 | 3,428,501 | 20,172,623 | 9,224,169 |
Specialty lubricant products | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 728,938 | 618,310 | 2,159,078 | 1,704,930 |
Asphalt, fuel oil and other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 503,686 | 260,788 | 1,481,413 | 641,117 |
Refined product | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 8,320,286 | 4,307,599 | 23,813,114 | 11,570,216 |
Excess crude oil revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 661,818 | 343,500 | 1,916,289 | 1,089,075 |
Renewable diesel revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 254,952 | 0 | 399,204 | 0 |
Transportation and logistic services | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 26,133 | 25,459 | 79,310 | 77,809 |
Marketing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 1,266,681 | 0 | 2,880,024 | 0 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 69,132 | 8,501 | 131,971 | 29,375 |
Refining | Asphalt, fuel oil and other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | 416,200 | 213,700 | 1,227,200 | 496,900 |
Lubricants and Specialty Products | Asphalt, fuel oil and other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Sales and other revenues | $ 87,500 | $ 47,100 | $ 254,200 | $ 144,200 |
Revenues - Schedule Contract Li
Revenues - Schedule Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Contract liabilities at beginning of period | $ 9,278 | $ 6,738 |
Increase | 24,110 | 24,745 |
Recognized as revenue | (23,181) | (22,224) |
Contract liabilities at end of period | $ 10,207 | $ 9,259 |
Revenues - Schedule of Performa
Revenues - Schedule of Performance Obligations (Details) bbl in Thousands, $ in Thousands | Sep. 30, 2022 USD ($) bbl |
Third-Party Customer | HEP | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenues | $ | $ 27,878 |
Refined product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, sale of refined product barrels | bbl | 116,086 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Third-Party Customer | HEP | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenues | $ | $ 2,827 |
Satisfaction period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Refined product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, sale of refined product barrels | bbl | 10,303 |
Satisfaction period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Third-Party Customer | HEP | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenues | $ | $ 11,017 |
Satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Refined product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, sale of refined product barrels | bbl | 32,409 |
Satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Third-Party Customer | HEP | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenues | $ | $ 11,017 |
Satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Refined product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, sale of refined product barrels | bbl | 26,187 |
Satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Third-Party Customer | HEP | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenues | $ | $ 3,017 |
Satisfaction period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Refined product | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, sale of refined product barrels | bbl | 47,187 |
Satisfaction period |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Debt Instrument [Line Items] | ||
Assets: | $ 9,082 | $ 0 |
Liabilities: | 0 | 1,269 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Assets: | 114,876 | 6,463 |
Liabilities: | 81,322 | 9,995 |
Level 3 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | 0 |
Liabilities: | 0 | 0 |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Assets: | 123,958 | 6,463 |
Liabilities: | 81,322 | 11,264 |
NYMEX futures contracts | Level 1 | ||
Debt Instrument [Line Items] | ||
Assets: | 9,082 | |
Liabilities: | 1,269 | |
NYMEX futures contracts | Level 2 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | |
Liabilities: | 0 | |
NYMEX futures contracts | Level 3 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | |
Liabilities: | 0 | |
NYMEX futures contracts | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Assets: | 9,082 | |
Liabilities: | 1,269 | |
Commodity forward contracts | Level 1 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | 0 |
Liabilities: | 0 | 0 |
Commodity forward contracts | Level 2 | ||
Debt Instrument [Line Items] | ||
Assets: | 190 | 286 |
Liabilities: | 90 | 566 |
Commodity forward contracts | Level 3 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | 0 |
Liabilities: | 0 | 0 |
Commodity forward contracts | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Assets: | 190 | 286 |
Liabilities: | 90 | 566 |
RINs | Level 1 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | |
Liabilities: | 0 | 0 |
RINs | Level 2 | ||
Debt Instrument [Line Items] | ||
Assets: | 81,232 | |
Liabilities: | 81,232 | 9,429 |
RINs | Level 3 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | |
Liabilities: | 0 | 0 |
RINs | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Assets: | 81,232 | |
Liabilities: | 81,232 | 9,429 |
Foreign currency forward contracts | Level 1 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | 0 |
Foreign currency forward contracts | Level 2 | ||
Debt Instrument [Line Items] | ||
Assets: | 33,454 | 6,177 |
Foreign currency forward contracts | Level 3 | ||
Debt Instrument [Line Items] | ||
Assets: | 0 | 0 |
Foreign currency forward contracts | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Assets: | $ 33,454 | $ 6,177 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to HF Sinclair stockholders | $ 954,405 | $ 280,787 | $ 2,335,641 | $ 597,854 |
Participating securities' share in earnings | 8,939 | 3,553 | 24,023 | 7,888 |
Net income attributable to common shares | $ 945,466 | $ 277,234 | $ 2,311,618 | $ 589,966 |
Average number of shares of common stock outstanding (in shares) | 212,388 | 162,551 | 203,610 | 162,518 |
Average number of shares of common stock outstanding assuming dilution (in shares) | 212,388 | 162,551 | 203,610 | 162,518 |
Basic earnings per share (in USD per share) | $ 4.45 | $ 1.71 | $ 11.35 | $ 3.63 |
Diluted earnings per share (in USD per share) | $ 4.45 | $ 1.71 | $ 11.35 | $ 3.63 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost attributable to share-based compensation plans | $ 8.2 | $ 9.2 | $ 25.6 | $ 32 |
HEP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost attributable to share-based compensation plans | $ 0.3 | $ 0.6 | $ 1.5 | $ 1.9 |
Restricted Stock Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock vesting period | 1 year | |||
Restricted Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock vesting period | 3 years | |||
Performance Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock vesting period | 3 years | |||
Performance Share Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of target | 0% | |||
Performance Share Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of target | 200% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule Of Restricted Stock and Performance Share Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants outstanding at beginning of period (in shares) | 1,604,540 |
Units granted (in shares) | 102,062 |
Units vested (in shares) | (109,720) |
Units forfeited (in shares) | (180,972) |
Grants outstanding at end of period (in shares) | 1,415,910 |
Weighted average grant date fair value of units granted (in USD per share) | $ / shares | $ 48.60 |
Performance Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants outstanding at beginning of period (in shares) | 864,626 |
Units granted (in shares) | 7,335 |
Units vested (in shares) | (25,733) |
Units forfeited (in shares) | (155,632) |
Grants outstanding at end of period (in shares) | 690,596 |
Weighted average grant date fair value of units granted (in USD per share) | $ / shares | $ 38.50 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventories | ||
Crude oil | $ 866,995 | $ 630,873 |
Other raw materials and unfinished products | 830,489 | 530,067 |
Finished products | 1,431,746 | 726,930 |
Lower of cost or market reserve | (51,578) | (8,739) |
Process chemicals | 50,280 | 43,025 |
Repair and maintenance supplies and other | 309,220 | 199,972 |
Total inventory | $ 3,437,152 | $ 2,122,128 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||||
Inventory valuation reserves | $ 51,578 | $ 51,578 | $ 8,739 | |
Increase (decrease) to cost of products sold | $ 16,800 | $ (42,800) | $ (318,900) |
Environmental (Details)
Environmental (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 14, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||||
Environmental remediation costs | $ 1.3 | $ 0.5 | $ 4.1 | $ 2.5 | ||
Accrued environmental liability | 165.4 | 165.4 | $ 117.2 | |||
Sinclair Merger | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued environmental liabilities assumed in transaction | $ 50.7 | |||||
Other Noncurrent Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued environmental liability | $ 143.1 | $ 143.1 | $ 99.1 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Apr. 27, 2022 | Apr. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Fair value of financing arrangements | $ 33,300,000 | $ 33,300,000 | $ 37,400,000 | ||||
Capitalized interest | 700,000 | $ 4,800,000 | 5,600,000 | $ 9,500,000 | |||
HEP | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under revolving credit agreement | 1,200,000,000 | 1,200,000,000 | |||||
Outstanding borrowing | 706,000,000 | 706,000,000 | $ 840,000,000 | ||||
Letters of credit amount outstanding | 0 | 0 | |||||
Maximum borrowing capacity with accordion feature | $ 1,700,000,000 | $ 1,700,000,000 | |||||
Effective interest rate on debt | 4.98% | 4.98% | |||||
Proceeds from issuance of senior notes - HEP | $ 400,000,000 | $ 0 | |||||
HF Sinclair Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under revolving credit agreement | $ 1,650,000,000 | ||||||
HF Sinclair Credit Agreement | Secured Overnight Financing Rate (SOFR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 1% | ||||||
HF Sinclair Credit Agreement | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 0.25% | ||||||
HF Sinclair Credit Agreement | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 1.125% | ||||||
HF Sinclair Credit Agreement | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 1.25% | ||||||
HF Sinclair Credit Agreement | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 2.125% | ||||||
HF Sinclair Credit Agreement | CDOR Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 1.25% | ||||||
HF Sinclair Credit Agreement | CDOR Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate spread | 2.125% | ||||||
Terminated HFC Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under revolving credit agreement | $ 1,350,000,000 | 1,350,000,000 | |||||
Outstanding borrowing | 0 | 0 | |||||
Letters of credit amount outstanding | 2,300,000 | 2,300,000 | |||||
Letter of Credit | HEP | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum capacity available | $ 50,000,000 | $ 50,000,000 | |||||
HollyFrontier 2.625% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 2.625% | ||||||
HollyFrontier 5.875% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 5.875% | ||||||
HollyFrontier 4.500% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.50% | ||||||
HF Sinclair 2.625% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 2.625% | ||||||
HF Sinclair 5.875% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 5.875% | ||||||
HF Sinclair 4.500% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.50% | ||||||
5.000% Senior Notes | HEP | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 5% | 5% | |||||
Aggregate principal amount of senior note | $ 500,000,000 | $ 500,000,000 | |||||
6.375% Senior Notes | HEP | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 6.375% | 6.375% | 6.375% | ||||
Aggregate principal amount of senior note | $ 400,000,000 | ||||||
Proceeds from issuance of senior notes - HEP | $ 393,000,000 |
Debt - Carrying Amounts Of Long
Debt - Carrying Amounts Of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 27, 2022 | Apr. 08, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Unamortized discount and debt issuance costs | $ (9,597) | $ (10,312) | ||
Total HF Sinclair long-term debt | 1,740,403 | 1,739,688 | ||
Total long-term debt | 3,334,200 | 3,072,737 | ||
Level 2 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 1,660,240 | 1,912,753 | ||
HollyFrontier 2.625% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 59,652 | 350,000 | ||
Stated interest rate | 2.625% | |||
HollyFrontier 5.875% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 202,900 | 1,000,000 | ||
Stated interest rate | 5.875% | |||
HollyFrontier 4.500% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 74,966 | 400,000 | ||
Stated interest rate | 4.50% | |||
HF Sinclair 2.625% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 290,348 | 0 | ||
Stated interest rate | 2.625% | |||
HF Sinclair 5.875% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 797,100 | 0 | ||
Stated interest rate | 5.875% | |||
HF Sinclair 4.500% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 325,034 | 0 | ||
Stated interest rate | 4.50% | |||
HollyFrontier Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 337,518 | 1,750,000 | ||
HF Sinclair Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 1,412,482 | 0 | ||
HEP | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | 900,000 | 500,000 | ||
Unamortized discount and debt issuance costs | (12,203) | (6,951) | ||
HEP Credit Agreement | 706,000 | 840,000 | ||
Total long-term debt | 1,593,797 | 1,333,049 | ||
HEP | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 822,628 | 502,705 | ||
HEP | 5.000% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | $ 500,000 | 500,000 | ||
Stated interest rate | 5% | |||
HEP | 6.375% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amounts of long-term debt | $ 400,000 | $ 0 | ||
Stated interest rate | 6.375% | 6.375% |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities- Location of Gain Loss in Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Trading Activity, Gains and Losses, Net [Line Items] | ||||
Net Unrealized Gain (Loss) Recognized in OCI | $ 0 | $ 960 | $ 326 | $ 1,742 |
Gain (Loss) Reclassified into Earnings | 0 | 52 | (5,288) | (18,772) |
Commodity contracts | ||||
Trading Activity, Gains and Losses, Net [Line Items] | ||||
Net Unrealized Gain (Loss) Recognized in OCI | 0 | 960 | 326 | 1,742 |
Commodity contracts | Sales and other revenues | ||||
Trading Activity, Gains and Losses, Net [Line Items] | ||||
Gain (Loss) Reclassified into Earnings | 0 | (468) | (5,288) | (19,239) |
Commodity contracts | Operating expenses | ||||
Trading Activity, Gains and Losses, Net [Line Items] | ||||
Gain (Loss) Reclassified into Earnings | $ 0 | $ 520 | $ 0 | $ 467 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Pre-tax effect on Income Due to Maturities and Fair Value Adjustments of Economic Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivatives Not Designated as Hedging Instruments | $ 57,443 | $ 7,054 | $ 29,148 | $ (10,348) |
Commodity contracts | Cost of products sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivatives Not Designated as Hedging Instruments | 27,042 | (7,035) | (10,364) | (19,114) |
Commodity contracts | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivatives Not Designated as Hedging Instruments | 1,479 | 4,411 | 4,060 | 11,917 |
Foreign currency contracts | Gain (loss) on foreign currency transactions | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivatives Not Designated as Hedging Instruments | $ 28,922 | $ 9,678 | $ 35,452 | $ (3,151) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Notional Contracts by Derivative Type (Details) - Derivatives Not Designated as Hedging Instruments bbl in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) ozt bbl | |
NYMEX futures (WTI) - short | |
Economic hedges by derivative type [Line Items] | |
Derivative nonmonetary notional amount (in barrels) | 1,915 |
NYMEX futures (WTI) - short | 2022 | |
Economic hedges by derivative type [Line Items] | |
Derivative nonmonetary notional amount (in barrels) | 1,915 |
NYMEX futures (WTI) - short | 2023 | |
Economic hedges by derivative type [Line Items] | |
Derivative nonmonetary notional amount (in barrels) | 0 |
Forward gasoline and diesel contracts - long | |
Economic hedges by derivative type [Line Items] | |
Derivative nonmonetary notional amount (in barrels) | 50 |
Forward gasoline and diesel contracts - long | 2022 | |
Economic hedges by derivative type [Line Items] | |
Derivative nonmonetary notional amount (in barrels) | 50 |
Forward gasoline and diesel contracts - long | 2023 | |
Economic hedges by derivative type [Line Items] | |
Derivative nonmonetary notional amount (in barrels) | 0 |
Foreign currency forward contracts | |
Economic hedges by derivative type [Line Items] | |
Derivative notional amount | $ | $ 441,917,757 |
Foreign currency forward contracts | 2022 | |
Economic hedges by derivative type [Line Items] | |
Derivative notional amount | $ | 113,398,694 |
Foreign currency forward contracts | 2023 | |
Economic hedges by derivative type [Line Items] | |
Derivative notional amount | $ | $ 328,519,063 |
Commodity contracts | |
Economic hedges by derivative type [Line Items] | |
Derivative notional amount (in troy ounce) | ozt | 38,723 |
Commodity contracts | 2022 | |
Economic hedges by derivative type [Line Items] | |
Derivative notional amount (in troy ounce) | ozt | 3,800 |
Commodity contracts | 2023 | |
Economic hedges by derivative type [Line Items] | |
Derivative notional amount (in troy ounce) | ozt | 34,923 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Summary Of Balance Sheet Locations And Related Fair Values Of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Net Assets Recognized in Balance Sheet | $ 42,726 | $ 6,463 |
Net Liabilities Recognized in Balance Sheet | 90 | 1,835 |
Prepayment and other | ||
Derivative [Line Items] | ||
Net Assets Recognized in Balance Sheet | 42,726 | 6,463 |
Accrued liabilities | ||
Derivative [Line Items] | ||
Net Liabilities Recognized in Balance Sheet | 90 | 1,835 |
Derivatives Designated as Hedging Instruments | ||
Derivative [Line Items] | ||
Gross Assets | 0 | |
Gross Liabilities Offset in Balance Sheet | 0 | |
Net Assets Recognized in Balance Sheet | 0 | |
Gross Liabilities | 238 | |
Gross Assets Offset in Balance Sheet | 0 | |
Net Liabilities Recognized in Balance Sheet | 238 | |
Derivatives Designated as Hedging Instruments | Commodity forward contracts | ||
Derivative [Line Items] | ||
Gross Assets | 0 | |
Gross Liabilities Offset in Balance Sheet | 0 | |
Net Assets Recognized in Balance Sheet | 0 | |
Gross Liabilities | 238 | |
Gross Assets Offset in Balance Sheet | 0 | |
Net Liabilities Recognized in Balance Sheet | 238 | |
Derivatives Not Designated as Hedging Instruments | ||
Derivative [Line Items] | ||
Gross Assets | 42,726 | 7,780 |
Gross Liabilities Offset in Balance Sheet | 0 | (1,317) |
Net Assets Recognized in Balance Sheet | 42,726 | 6,463 |
Gross Liabilities | 90 | 1,597 |
Gross Assets Offset in Balance Sheet | 0 | 0 |
Net Liabilities Recognized in Balance Sheet | 90 | 1,597 |
Derivatives Not Designated as Hedging Instruments | NYMEX futures contracts | ||
Derivative [Line Items] | ||
Gross Assets | 9,082 | 0 |
Gross Liabilities Offset in Balance Sheet | 0 | 0 |
Net Assets Recognized in Balance Sheet | 9,082 | 0 |
Gross Liabilities | 0 | 1,269 |
Gross Assets Offset in Balance Sheet | 0 | 0 |
Net Liabilities Recognized in Balance Sheet | 0 | 1,269 |
Derivatives Not Designated as Hedging Instruments | Commodity forward contracts | ||
Derivative [Line Items] | ||
Gross Assets | 190 | 286 |
Gross Liabilities Offset in Balance Sheet | 0 | 0 |
Net Assets Recognized in Balance Sheet | 190 | 286 |
Gross Liabilities | 90 | 328 |
Gross Assets Offset in Balance Sheet | 0 | 0 |
Net Liabilities Recognized in Balance Sheet | 90 | 328 |
Derivatives Not Designated as Hedging Instruments | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Gross Assets | 33,454 | 7,494 |
Gross Liabilities Offset in Balance Sheet | 0 | (1,317) |
Net Assets Recognized in Balance Sheet | 33,454 | 6,177 |
Gross Liabilities | 0 | 0 |
Gross Assets Offset in Balance Sheet | 0 | 0 |
Net Liabilities Recognized in Balance Sheet | $ 0 | $ 0 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 34 Months Ended | ||||||
Nov. 07, 2022 | Sep. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 21, 2022 | Sep. 20, 2022 | Nov. 30, 2019 | |
Class of Stock [Line Items] | ||||||||||
Value of shares purchased under share repurchase program | $ 1,075 | |||||||||
Shares purchased under share repurchase program (in shares) | 21,610,528 | 0 | ||||||||
Common stock withheld under stock-based compensation agreements (in shares) | 35,427 | 18,581 | ||||||||
Dividends declared per share (in USD per share) | $ 0.40 | $ 0.80 | $ 0.35 | |||||||
Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Value of shares purchased under share repurchase program | $ 51.8 | |||||||||
Shares purchased under share repurchase program (in shares) | 946,911 | |||||||||
Dividends declared per share (in USD per share) | $ 0.40 | |||||||||
REH Company | ||||||||||
Class of Stock [Line Items] | ||||||||||
Value of shares purchased under share repurchase program | $ 600 | |||||||||
Shares purchased under share repurchase program (in shares) | 11,842,698 | |||||||||
HollyFrontier Share Repurchase Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
Authorized share repurchase amount | $ 1,000 | $ 1,000 | ||||||||
Value of shares purchased under share repurchase program | $ 975 | |||||||||
Remaining authorized share repurchase amount | $ 25 | |||||||||
HollyFrontier Share Repurchase Program | REH Company | ||||||||||
Class of Stock [Line Items] | ||||||||||
Value of shares purchased under share repurchase program | 500 | |||||||||
HF Sinclair Share Repurchase Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
Authorized share repurchase amount | $ 1,000 | |||||||||
Value of shares purchased under share repurchase program | $ 100 | |||||||||
Remaining authorized share repurchase amount | $ 900 | $ 900 | $ 900 | $ 900 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) - Components And Allocated Tax Effects Of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Before-Tax | $ (31,881) | $ (6,606) | $ (49,532) | $ (11,461) |
Tax Expense (Benefit) | (6,742) | (1,413) | (10,513) | (2,459) |
Other comprehensive loss | (25,139) | (5,193) | (39,019) | (9,002) |
Net change in foreign currency translation adjustment | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Before-Tax | (30,977) | (6,636) | (47,142) | (10,411) |
Tax Expense (Benefit) | (6,522) | (1,417) | (9,918) | (2,192) |
Other comprehensive loss | (24,455) | (5,219) | (37,224) | (8,219) |
Net unrealized gain on hedging instruments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Before-Tax | 960 | 326 | 1,742 | |
Tax Expense (Benefit) | 237 | 67 | 431 | |
Other comprehensive loss | 723 | 259 | 1,311 | |
Net change in pension and other post-retirement benefit obligations | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Before-Tax | (904) | (930) | (2,716) | (2,792) |
Tax Expense (Benefit) | (220) | (233) | (662) | (698) |
Other comprehensive loss | $ (684) | $ (697) | $ (2,054) | $ (2,094) |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) - Other Comprehensive Income (Loss) Amounts Reclassified to Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sales and other revenues | $ 10,599,002 | $ 4,685,059 | $ 29,219,912 | $ 12,766,475 |
Operating expenses | (604,591) | (352,520) | (1,688,152) | (1,086,620) |
Gain on sale of assets and other | 2,130 | 85,779 | 8,345 | 95,596 |
Net income (loss), before tax | 1,279,992 | 357,507 | 3,123,023 | 830,302 |
Income tax expense (benefit) | 301,853 | 54,766 | 706,675 | 149,944 |
Net income | 978,139 | 302,741 | 2,416,348 | 680,358 |
Reclassification out of Accumulated Other Comprehensive Income (Loss) | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net income | 685 | 735 | (1,948) | (11,952) |
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Net unrealized gain on hedging instruments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net income (loss), before tax | 0 | 52 | (5,288) | (18,772) |
Income tax expense (benefit) | 0 | 13 | (1,282) | (4,731) |
Net income | 0 | 39 | (4,006) | (14,041) |
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Net unrealized gain on hedging instruments | Commodity price swaps | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sales and other revenues | 0 | (468) | (5,288) | (19,239) |
Operating expenses | 0 | 520 | 0 | 467 |
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Net change in pension and other post-retirement benefit obligations | Pension obligations | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Gain on sale of assets and other | 43 | 101 | 133 | 306 |
Income tax expense (benefit) | 10 | 25 | 32 | 77 |
Net income | 33 | 76 | 101 | 229 |
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Net change in pension and other post-retirement benefit obligations | Post-retirement healthcare obligations | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Gain on sale of assets and other | 870 | 838 | 2,610 | 2,513 |
Income tax expense (benefit) | 211 | 211 | 633 | 633 |
Net income | 659 | 627 | 1,977 | 1,880 |
Reclassification out of Accumulated Other Comprehensive Income (Loss) | Net change in pension and other post-retirement benefit obligations | Retirement restoration plan | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Gain on sale of assets and other | (9) | (9) | (27) | (27) |
Income tax expense (benefit) | (2) | (2) | (7) | (7) |
Net income | $ (7) | $ (7) | $ (20) | $ (20) |
Other Comprehensive Income (L_5
Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Income (Loss) In Equity (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Stockholders' equity | $ 9,778,525 | $ 9,874,910 | $ 6,294,465 | $ 6,329,539 | $ 6,040,244 | $ 5,722,203 |
Foreign currency translation adjustment | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Stockholders' equity | (45,085) | (7,861) | ||||
Unrealized gain on defined benefit plans | Actuarial loss on pension plans | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Stockholders' equity | 1,316 | 1,449 | ||||
Unrealized gain on defined benefit plans | Actuarial gain on post-retirement healthcare plans | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Stockholders' equity | 7,421 | 9,342 | ||||
Unrealized loss on hedging instruments | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Stockholders' equity | 0 | (259) | ||||
Accumulated other comprehensive income (loss) | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Stockholders' equity | $ (36,348) | $ (11,209) | $ 2,671 | $ 4,460 | $ 9,653 | $ 13,462 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Mar. 14, 2022 | Feb. 10, 2021 |
Commitments And Contingencies [Line Items] | ||
Proceeds from legal settlements | $ 51.5 | |
Sinclair Merger | ||
Commitments And Contingencies [Line Items] | ||
Shares held in escrow (in shares) | 2,570,000 | |
Sinclair Merger | HEP | ||
Commitments And Contingencies [Line Items] | ||
Shares held in escrow (in shares) | 5,290,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 9 Months Ended | |
Sep. 30, 2022 | Mar. 14, 2022 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 5 | |
HEP | Osage Pipeline | ||
Segment Reporting Information [Line Items] | ||
Equity method investment, ownership percentage | 50% | |
HEP | Cheyenne Pipeline | ||
Segment Reporting Information [Line Items] | ||
Equity method investment, ownership percentage | 50% | |
HEP | Cushing Connect | ||
Segment Reporting Information [Line Items] | ||
Equity method investment, ownership percentage | 50% | |
HEP | Saddle Butte Pipeline III, LLC | ||
Segment Reporting Information [Line Items] | ||
Equity method investment, ownership percentage | 25.06% | 25.06% |
HEP | Pioneer Investments Corp. | ||
Segment Reporting Information [Line Items] | ||
Equity method investment, ownership percentage | 49.995% | 49.995% |
Segment Information - Schedule
Segment Information - Schedule Of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 10,599,002 | $ 4,685,059 | $ 29,219,912 | $ 12,766,475 |
Intersegment revenues | 0 | 0 | 0 | 0 |
Sales and other revenues | 10,599,002 | 4,685,059 | 29,219,912 | 12,766,475 |
Cost of products sold (exclusive of lower of cost or market inventory) | 8,375,253 | 3,822,858 | 23,457,180 | 10,608,892 |
Lower of cost or market inventory valuation adjustment | 16,847 | 0 | 42,839 | (318,862) |
Operating expenses | 604,591 | 352,520 | 1,688,152 | 1,086,620 |
Selling, general and administrative expenses | 102,677 | 91,056 | 323,974 | 250,785 |
Depreciation and amortization | 171,973 | 121,220 | 480,618 | 369,341 |
Income (loss) from operations | 1,327,661 | 297,405 | 3,227,149 | 769,699 |
Earnings (loss) of equity method investments | (16,334) | 3,689 | (7,261) | 8,875 |
Capital expenditures | 99,703 | 215,504 | 417,443 | 548,345 |
Corporate, Other and Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 0 | (3) | 0 | 4 |
Intersegment revenues | (1,631,566) | (287,067) | (3,521,610) | (762,782) |
Sales and other revenues | (1,631,566) | (287,070) | (3,521,610) | (762,778) |
Cost of products sold (exclusive of lower of cost or market inventory) | (1,602,471) | (265,275) | (3,449,841) | (683,244) |
Lower of cost or market inventory valuation adjustment | 0 | 0 | (509) | |
Operating expenses | (23,444) | (12,646) | (57,522) | (32,371) |
Selling, general and administrative expenses | 20,517 | 13,386 | 71,448 | 25,532 |
Depreciation and amortization | (1,282) | 2,149 | (344) | (2,962) |
Income (loss) from operations | (24,886) | (24,684) | (85,351) | (69,224) |
Earnings (loss) of equity method investments | 0 | 0 | 0 | 0 |
Capital expenditures | 17,958 | 6,338 | 39,823 | 14,282 |
Refining | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 8,230,606 | 3,993,570 | 23,442,162 | 10,837,876 |
Intersegment revenues | 1,405,180 | 189,441 | 2,988,372 | 455,089 |
Sales and other revenues | 9,635,786 | 4,183,011 | 26,430,534 | 11,292,965 |
Cost of products sold (exclusive of lower of cost or market inventory) | 7,680,153 | 3,605,600 | 21,709,048 | 9,986,862 |
Lower of cost or market inventory valuation adjustment | 0 | 0 | (318,353) | |
Operating expenses | 474,631 | 248,316 | 1,298,907 | 772,593 |
Selling, general and administrative expenses | 34,353 | 32,345 | 107,358 | 90,977 |
Depreciation and amortization | 102,599 | 77,890 | 300,060 | 245,910 |
Income (loss) from operations | 1,344,050 | 218,860 | 3,015,161 | 514,976 |
Earnings (loss) of equity method investments | 0 | 0 | 0 | 0 |
Capital expenditures | 37,653 | 40,814 | 104,284 | 114,325 |
Renewables | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 254,952 | 0 | 399,204 | 0 |
Intersegment revenues | 100,708 | 0 | 198,401 | 0 |
Sales and other revenues | 355,660 | 0 | 597,605 | 0 |
Cost of products sold (exclusive of lower of cost or market inventory) | 345,588 | 0 | 582,521 | 0 |
Lower of cost or market inventory valuation adjustment | 16,847 | 42,839 | 0 | |
Operating expenses | 23,427 | 13,117 | 79,796 | 37,169 |
Selling, general and administrative expenses | 873 | 0 | 2,746 | 0 |
Depreciation and amortization | 18,228 | 328 | 34,399 | 986 |
Income (loss) from operations | (49,303) | (13,445) | (144,696) | (38,155) |
Earnings (loss) of equity method investments | 0 | 0 | 0 | 0 |
Capital expenditures | 24,499 | 141,302 | 210,793 | 325,271 |
Marketing | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 1,266,681 | 2,880,024 | ||
Intersegment revenues | 0 | 0 | ||
Sales and other revenues | 1,266,681 | 2,880,024 | ||
Cost of products sold (exclusive of lower of cost or market inventory) | 1,255,119 | 2,837,583 | ||
Lower of cost or market inventory valuation adjustment | 0 | 0 | ||
Operating expenses | 0 | 0 | ||
Selling, general and administrative expenses | 1,351 | 2,540 | ||
Depreciation and amortization | 6,355 | 11,274 | ||
Income (loss) from operations | 3,856 | 28,627 | ||
Earnings (loss) of equity method investments | 0 | 0 | ||
Capital expenditures | 1,487 | 6,796 | ||
Lubricants and Specialty Products | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 820,630 | 666,033 | 2,419,212 | 1,850,786 |
Intersegment revenues | 2,809 | 501 | 9,177 | 9,500 |
Sales and other revenues | 823,439 | 666,534 | 2,428,389 | 1,860,286 |
Cost of products sold (exclusive of lower of cost or market inventory) | 696,864 | 482,533 | 1,777,869 | 1,305,274 |
Lower of cost or market inventory valuation adjustment | 0 | 0 | 0 | |
Operating expenses | 69,506 | 60,940 | 209,977 | 183,003 |
Selling, general and administrative expenses | 41,833 | 41,476 | 127,137 | 124,612 |
Depreciation and amortization | 20,227 | 19,226 | 61,426 | 58,499 |
Income (loss) from operations | (4,991) | 62,359 | 251,980 | 188,898 |
Earnings (loss) of equity method investments | 0 | 0 | 0 | 0 |
Capital expenditures | 10,158 | 7,833 | 24,553 | 17,534 |
HEP | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 26,133 | 25,459 | 79,310 | 77,809 |
Intersegment revenues | 122,869 | 97,125 | 325,660 | 298,193 |
Sales and other revenues | 149,002 | 122,584 | 404,970 | 376,002 |
Cost of products sold (exclusive of lower of cost or market inventory) | 0 | 0 | 0 | 0 |
Lower of cost or market inventory valuation adjustment | 0 | 0 | 0 | |
Operating expenses | 60,471 | 42,793 | 156,994 | 126,226 |
Selling, general and administrative expenses | 3,750 | 3,849 | 12,745 | 9,664 |
Depreciation and amortization | 25,846 | 21,627 | 73,803 | 66,908 |
Income (loss) from operations | 58,935 | 54,315 | 161,428 | 173,204 |
Earnings (loss) of equity method investments | (16,334) | 3,689 | (7,261) | 8,875 |
Capital expenditures | $ 7,948 | $ 19,217 | $ 31,194 | $ 76,933 |