0001915657false00019156572024-05-082024-05-08

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2024
___________________

HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware001-4132587-2092143
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
Identification Number)
2828 N. Harwood, Suite 1300DallasTexas75201
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valueDINONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐  



Item 2.02. Results of Operations and Financial Condition.

On May 8, 2024, HF Sinclair Corporation (the “Company”) issued a press release announcing the Company’s first quarter 2024 results. The press release also announced a regular quarterly dividend of $0.45 per share. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

    The information contained in, or incorporated into, this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 8.01 Other Events.

On May 7, 2024, the Board of Directors of the Company authorized a new $1 billion share repurchase program (the “New Share Repurchase Program”), effective May 7, 2024. The New Share Repurchase Program replaces all existing share repurchase authorizations, of which there was approximately $214.2 million remaining under the Company’s prior $1 billion share repurchase program authorized in August 2023. Share repurchases under the New Share Repurchase Program may be made in the open market or through privately negotiated transactions from time to time or by other means in accordance with federal securities laws. Privately negotiated repurchases from REH Company (formerly known as The Sinclair Companies) (“REH Company”) are also authorized under the New Share Repurchase Program, subject to REH Company’s interest and other limitations. The timing and amount of share repurchases under the New Share Repurchase Program, including any repurchases from REH Company, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. The New Share Repurchase Program may be discontinued at any time by the Board of Directors of the Company. In addition, the Company is authorized by the Board of Directors to repurchase shares in an amount sufficient to offset shares issued under the Company’s compensation programs.

On May 8, 2024, the Company issued a press release announcing the authorization of the New Share Repurchase Program. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 8.01 by reference.

Cautionary Statement Regarding Forward Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this Current Report on Form 8-K relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot assure you that the Company’s expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the demand for and supply of feedstocks, crude oil and refined products, including uncertainty regarding the increasing societal expectations that companies address climate change and greenhouse gas emissions; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Company’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to reductions in demand, accidents, unexpected leaks or spills, unscheduled



shutdowns, infection in the workforce, weather events, global health events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, vandalism or other catastrophes or disruptions affecting the Company’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of the Company’s suppliers, customers, or third-party providers, and any potential asset impairments resulting from, or the failure to have adequate insurance coverage for or receive insurance recoveries from, such actions; the effects of current and/or future governmental and environmental regulations and policies, including compliance with existing, new and changing environmental and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s efficiency in carrying out and consummating construction projects, including the Company’s ability to complete announced capital projects on time and within capital guidance; the Company’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company to acquire complementary assets or businesses to the Company's existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline; the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, including shipping disruptions in the Red Sea, the Israel-Gaza conflict, the Russia-Ukraine war, and any associated military campaigns which may disrupt crude oil supplies and markets for the Company’s refined products and create instability in the financial markets that could restrict the Company’s ability to raise capital; general economic conditions, including economic slowdowns caused by a local or national recession or other adverse economic condition, such as periods of increased or prolonged inflation; limitations on the Company’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; and other business, financial, operational and legal risks. Additional information on risks and uncertainties that could affect our business prospects and performance is provided in the reports filed by us with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

* Furnished herewith pursuant to Item 2.02.





SIGNATURES

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

By:    /s/ Atanas H. Atanasov        
Atanas H. Atanasov
Executive Vice President and
Chief Financial Officer

Date: May 8, 2024



Press Release
May 8, 2024
hf_sinclairxlogoxcmyk1a.jpg

HF Sinclair Corporation Reports 2024 First Quarter Results and Announces Regular Cash Dividend

Reported net income attributable to HF Sinclair stockholders of $314.7 million, or $1.57 per diluted share, and adjusted net income of $142.3 million, or $0.71 per diluted share, for the first quarter

Reported EBITDA of $617.4 million and Adjusted EBITDA of $399.1 million for the first quarter

Returned $269.0 million to stockholders through dividends and share repurchases in the first quarter

Authorized a new $1.0 billion share repurchase program

Announced a regular quarterly dividend of $0.50 per share

Dallas, Texas, May 8, 2024 ‑ HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair” or the “Company”) today reported first quarter net income attributable to HF Sinclair stockholders of $314.7 million, or $1.57 per diluted share, for the quarter ended March 31, 2024, compared to $353.3 million, or $1.79 per diluted share, for the quarter ended March 31, 2023. Excluding the adjustments shown in the accompanying earnings release table, adjusted net income attributable to HF Sinclair stockholders for the first quarter of 2024 was $142.3 million, or $0.71 per diluted share, compared to $394.1 million, or $2.00 per diluted share, for the first quarter of 2023.

HF Sinclair’s Chief Executive Officer, Tim Go, commented, “We are pleased to report our first quarter, 2024 results. We continue to advance our corporate strategy focused on improving reliability, optimizing and integrating our portfolio and generating strong cash flows to support our cash return strategy. During the quarter, our businesses maintained safe and reliable operations, representing another quarter of successful turnaround and maintenance execution. We also returned $269 million in cash to shareholders during the quarter and today announced a new $1.0 billion share repurchase authorization demonstrating our continued commitment to shareholder returns. Looking forward, as we head into summer driving season, we expect a favorable market environment and believe we are well positioned to generate strong earnings and cash flows.”

Refining segment income before interest and income taxes was $312.0 million for the first quarter of 2024 compared to $436.9 million for the first quarter of 2023. The segment reported EBITDA of $429.4 million for the first quarter of 2024 compared to $537.0 million for the first quarter of 2023. Excluding the lower of cost or market inventory valuation benefit of $220.6 million, the segment reported Adjusted EBITDA in the first quarter of 2024 was $208.8 million. This decrease was principally driven by lower refinery gross margins in both the West and Mid-Continent regions as a result of seasonal demand weakness for transportation fuels in our regions, partially offset by higher refined product sales volumes. Consolidated refinery gross margin was $12.70 per produced barrel, a 45% decrease compared to $23.20 for the first quarter of 2023. Crude oil charge averaged 604,930 barrels per day (“BPD”) for the first quarter of 2024 compared to 498,500 BPD for the first quarter of 2023. This increase was primarily a result of decreased turnaround activities and improved reliability at our refineries compared to the first quarter of 2023.

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Renewables segment loss before interest and income taxes was $(40.0) million for the first quarter of 2024, compared to a loss of $(64.6) million for the first quarter of 2023. The segment reported EBITDA of $(19.7) million for the first quarter of 2024 compared to $(44.6) million for the first quarter of 2023. Excluding the lower of cost or market inventory valuation adjustment, the segment reported Adjusted EBITDA of $(18.6) million for the first quarter of 2024 compared to $3.0 million for the first quarter of 2023. This decrease was primarily due to weakened RINs and Low Carbon Fuel Standard prices in the first quarter of 2024. Total sales volumes were 61 million gallons for the first quarter of 2024 as compared to 46 million gallons for the first quarter of 2023.

Marketing segment income before interest and income taxes was $9.4 million for the first quarter of 2024 compared to $0.5 million for the first quarter of 2023. The segment reported EBITDA of $15.7 million for the first quarter of 2024 compared to $6.4 million for the first quarter of 2023. This increase was primarily driven by stronger branded wholesale margins in the first quarter of 2024. Total branded fuel sales volumes were 321 million gallons for the first quarter of 2024 as compared to 328 million gallons for the first quarter of 2023.

Lubricants & Specialties segment income before interest and income taxes was $64.5 million for the first quarter of 2024, compared to an income of $78.2 million in the first quarter of 2023. The segment reported EBITDA of $87.0 million for the first quarter of 2024 compared to $97.6 million in the first quarter of 2023. This decrease was largely driven by lower base oil prices in the first quarter of 2024.

Midstream segment income before interest and income taxes was $93.1 million for the first quarter of 2024 compared to $73.9 million for the first quarter of 2023, and segment reported Adjusted EBITDA of $111.3 million for the first quarter of 2024 compared to $93.3 million for the first quarter of 2023. This increase was primarily driven by higher revenues from tariff increases in the first quarter of 2024.

For the first quarter of 2024, net cash provided by operations totaled $316.9 million. At March 31, 2024, the Company's cash and cash equivalents totaled $1,240.9 million, a $112.9 million decrease over cash and cash equivalents of $1,353.7 million at December 31, 2023. During the first quarter of 2024, the Company announced and paid a regular dividend of $0.50 per share to stockholders totaling $99.4 million and spent $169.6 million on share repurchases. Additionally, at March 31, 2024, the Company’s consolidated debt was $2,678.6 million.

HF Sinclair also announced today that its Board of Directors declared a regular quarterly dividend in the amount of $0.50 per share, payable on June 5, 2024 to holders of record of common stock on May 22, 2024.

The Company has scheduled a webcast conference call for today, May 8, 2024, at 8:30 AM Eastern Time to discuss first quarter financial results. This webcast may be accessed at https://events.q4inc.com/attendee/868284986. An audio archive of this webcast will be available using the above noted link through May 22, 2024.

HF Sinclair Corporation, headquartered in Dallas, Texas, is 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. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. HF Sinclair provides petroleum product and crude oil transportation, terminalling, storage and throughput services to its refineries and the petroleum industry. HF Sinclair markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states and supplies high-quality fuels to more than 1,500 branded stations and licenses the use of the Sinclair brand at more than 300 additional locations throughout the country. HF Sinclair produces renewable diesel at two of its facilities in Wyoming and also at its facility in New Mexico. In addition, subsidiaries of HF Sinclair produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those
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contained in the Company's filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding the Company's plans and objectives for future operations. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot assure you that the Company's expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the demand for and supply of feedstocks, crude oil and refined products, including uncertainty regarding the increasing societal expectations that companies address climate change and greenhouse gas emissions; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in the Company’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to reductions in demand, accidents, unexpected leaks or spills, unscheduled shutdowns, infection in the workforce, weather events, global health events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, or political events or developments, terrorism, cyberattacks, vandalism or other catastrophes or disruptions affecting the Company’s operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of the Company’s suppliers, customers, or third-party providers, and any potential asset impairments resulting from, or the failure to have adequate insurance coverage for or receive insurance recoveries from, such actions; the effects of current and/or future governmental and environmental regulations and policies, including compliance with existing, new and changing environmental and health and safety laws and regulations, related reporting requirements and pipeline integrity programs; the availability and cost of financing to the Company; the effectiveness of the Company’s capital investments and marketing strategies; the Company’s efficiency in carrying out and consummating construction projects, including the Company’s ability to complete announced capital projects on time and within capital guidance; the Company’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of the Company to acquire complementary assets or businesses to the Company's existing assets and businesses on acceptable terms and to integrate any existing or future acquired operations and realize the expected synergies of any such transaction on the expected timeline; the possibility of vandalism or other disruptive activity, or terrorist or cyberattacks and the consequences of any such activities or attacks; uncertainty regarding the effects and duration of global hostilities, including shipping disruptions in the Red Sea, the Israel-Gaza conflict, the Russia-Ukraine war, and any associated military campaigns which may disrupt crude oil supplies and markets for the Company’s refined products and create instability in the financial markets that could restrict the Company’s ability to raise capital; general economic conditions, including economic slowdowns caused by a local or national recession or other adverse economic condition, such as periods of increased or prolonged inflation; limitations on the Company’s ability to make future dividend payments or effectuate share repurchases due to market conditions and corporate, tax, regulatory and other considerations; and other business, financial, operational and legal risks. Additional information on risks and uncertainties that could affect our business prospects and performance is provided in the reports filed by us with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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RESULTS OF OPERATIONS

Financial Data (all information in this release is unaudited)
Three Months Ended
March 31,
Change from 2023
20242023ChangePercent
(In thousands, except per share data)
Sales and other revenues$7,027,145 $7,565,142 $(537,997)(7)%
Operating costs and expenses:
Cost of products sold:
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)
5,926,500 6,104,057 (177,557)(3)%
Lower of cost or market inventory valuation adjustment(219,370)47,597 (266,967)(561)%
5,707,130 6,151,654 (444,524)(7)%
Operating expenses (exclusive of depreciation and amortization)607,112 639,383 (32,271)(5)%
Selling, general and administrative expenses (exclusive of depreciation and amortization)103,374 95,913 7,461 %
Depreciation and amortization198,729 173,983 24,746 14 %
Total operating costs and expenses6,616,345 7,060,933 (444,588)(6)%
Income from operations410,800 504,209 (93,409)(19)%
Other income (expense):
Earnings (loss) of equity method investments7,346 3,882 3,464 89 %
Interest income22,179 19,935 2,244 11 %
Interest expense(40,691)(45,822)5,131 (11)%
Gain on foreign currency transactions443 870 (427)(49)%
Gain on sale of assets and other2,019 1,631 388 24 %
(8,704)(19,504)10,800 (55)%
Income before income taxes402,096 484,705 (82,609)(17)%
Income tax expense85,474 99,700 (14,226)(14)%
Net income316,622 385,005 (68,383)(18)%
Less net income attributable to noncontrolling interest1,958 31,739 (29,781)(94)%
Net income attributable to HF Sinclair stockholders$314,664 $353,266 $(38,602)(11)%
Earnings per share attributable to HF Sinclair stockholders:
Basic$1.57 $1.79 $(0.22)(12)%
Diluted$1.57 $1.79 $(0.22)(12)%
Cash dividends declared per common share$0.50 $0.45 $0.05 11 %
Average number of common shares outstanding:
Basic198,710 195,445 3,265 %
Diluted198,710 195,445 3,265 %
EBITDA$617,379 $652,836 $(35,457)(5)%
Adjusted EBITDA$399,057 $704,753 $(305,696)(43)%

Balance Sheet Data
March 31,December 31,
20242023
(In thousands)
Cash and cash equivalents$1,240,860 $1,353,747 
Working capital$3,404,525 $3,371,905 
Total assets$17,915,990 $17,716,265 
Total debt$2,678,645 $2,739,083 
Total equity$10,276,089 $10,237,298 


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Segment Information

Our operations are organized into five reportable segments: Refining, Renewables, Marketing, Lubricants & Specialties and Midstream. 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.

The Refining segment represents the operations of our El Dorado, Tulsa, Navajo, Woods Cross, Puget Sound, Parco and Casper refineries and HF Sinclair Asphalt Company LLC (“Asphalt”). 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 our Cheyenne renewable diesel unit (“RDU”), the pre-treatment unit at our Artesia, New Mexico facility, the Artesia RDU, and the Sinclair RDU.

The Marketing segment represents branded fuel sales to Sinclair branded sites in the United States and licensing fees for the use of the Sinclair brand at additional locations throughout the country. The Marketing segment also includes branded fuel sales to non-Sinclair branded sites from legacy HollyFrontier Corporation (“HollyFrontier”) agreements and revenues from other marketing activities. Our branded sites are located in several states across the United States with the highest concentration of the sites located in our West and Mid-Continent regions.

The Lubricants & Specialties segment represents Petro-Canada Lubricants Inc.’s production operations, located in Mississauga, Ontario, which 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 and Europe. Additionally, the Lubricants & Specialties 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 leading suppliers of locomotive engine oil in North America. Also, the Lubricants & Specialties 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 Midstream segment includes all of the operations of Holly Energy Partners, L.P. (“HEP”), which owns and operates logistics and refinery assets consisting of petroleum product and crude oil pipelines, and terminals, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. The Midstream segment also includes 50% ownership interests in each of Osage Pipeline Company, LLC (“Osage”), the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas, Cheyenne Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming, and Cushing Connect Pipeline & Terminal LLC, a 25.12% ownership interest in Saddle Butte Pipeline III, LLC, the owner of a pipeline running from the Powder River Basin to Casper, Wyoming, and a 49.995% ownership interest in Pioneer Investments Corp., the owner of a pipeline running from Sinclair, Wyoming to the North Salt Lake City, Utah Terminal. Revenues from the Midstream 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.

Beginning in the first quarter of 2024, our Refining segment acquired from our Midstream segment the refinery processing units at our El Dorado and Woods Cross refineries. Additionally, we amended an intercompany agreement between certain of our subsidiaries within the Refining, Lubricants & Specialties and Midstream segments. As a result, we have revised our Refining, Lubricants & Specialties and Midstream segment information for the periods presented.
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Refining RenewablesMarketingLubricants & SpecialtiesMidstreamCorporate, Other and EliminationsConsolidated Total
(In thousands)
Three Months Ended March 31, 2024
Sales and other revenues:
Revenues from external customers$5,373,025 $179,669 $775,807 $675,545 $23,099 $— $7,027,145 
Intersegment revenues and other (1)
831,220 59,890 — 2,442 131,916 (1,025,468)— 
$6,204,245 $239,559 $775,807 $677,987 $155,015 $(1,025,468)$7,027,145 
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)$5,474,522 $230,273 $752,530 $492,846 $— $(1,023,671)$5,926,500 
Lower of cost or market inventory valuation adjustment$(220,558)$1,188 $— $— $— $— $(219,370)
Operating expenses$472,086 $26,461 $— $64,000 $45,518 $(953)$607,112 
Selling, general and administrative expenses$48,717 $1,402 $7,756 $34,568 $3,929 $7,002 $103,374 
Depreciation and amortization$117,370 $20,272 $6,303 $22,511 $20,120 $12,153 $198,729 
Income (loss) from operations$312,108 $(40,037)$9,218 $64,062 $85,448 $(19,999)$410,800 
Income (loss) before interest and income taxes$312,014 $(40,012)$9,428 $64,487 $93,050 $(18,359)$420,608 
Net income attributable to noncontrolling interest$— $— $— $— $1,958 $— $1,958 
Earnings (loss) of equity method investments$— $— $— $— $7,388 $(42)$7,346 
Capital expenditures$55,025 $2,650 $7,531 $5,311 $8,106 $10,485 $89,108 
Three Months Ended March 31, 2023
Sales and other revenues:
Revenues from external customers$5,665,214 $202,413 $937,385 $733,714 $26,416 $— $7,565,142 
Intersegment revenues and other (1)
1,053,401 95,603 — 5,796 109,516 (1,264,316)— 
$6,718,615 $298,016 $937,385 $739,510 $135,932 $(1,264,316)$7,565,142 
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)$5,641,131 $262,738 $924,049 $538,860 $— $(1,262,721)$6,104,057 
Lower of cost or market inventory valuation adjustment$— $47,597 $— $— $— $— $47,597 
Operating expenses$501,759 $31,371 $— $63,593 $41,679 $981 $639,383 
Selling, general and administrative expenses$39,078 $915 $6,963 $39,264 $4,635 $5,058 $95,913 
Depreciation and amortization$100,083 $19,974 $5,871 $19,368 $19,762 $8,925 $173,983 
Income (loss) from operations$436,564 $(64,579)$502 $78,425 $69,856 $(16,559)$504,209 
Income (loss) before interest and income taxes$436,885 $(64,556)$502 $78,225 $73,912 $(14,376)$510,592 
Net income attributable to noncontrolling interest$— $— $— $— $1,752 $29,987 $31,739 
Loss of equity method investments$— $— $— $— $3,882 $— $3,882 
Capital expenditures$67,774 $4,844 $5,255 $8,649 $7,614 $5,933 $100,069 
(1)    Includes income earned by certain of our subsidiaries in the Midstream segment related to intercompany transportation agreements with certain of our subsidiaries in the Refining and Lubricants & Specialties segments that represent leases. These transactions eliminate in consolidation.
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Refining Segment Operating Data

The following tables set forth information, including non-GAAP (generally accepted accounting principles) performance measures about our refinery operations. Refinery gross and net operating margins do not include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.

The disaggregation of our refining geographic operating data is presented in two regions, Mid-Continent and West, to best reflect the economic drivers of our refining operations. The Mid-Continent region is comprised of the El Dorado and Tulsa refineries. The West region is comprised of the Puget Sound, Navajo, Woods Cross, Parco and Casper refineries.

Three Months Ended
March 31,
20242023
Mid-Continent Region
Crude charge (BPD) (1)
259,030 211,390 
Refinery throughput (BPD) (2)
273,890 231,260 
Sales of produced refined products (BPD) (3)
272,460 205,010 
Refinery utilization (4)
99.6 %81.3 %
Average per produced barrel (5)
Refinery gross margin$10.47 $20.06 
Refinery operating expenses (6)
6.40 9.28 
Net operating margin$4.07 $10.78 
Refinery operating expenses per throughput barrel (7)
$6.37 $8.23 
Feedstocks:
Sweet crude oil50 %65 %
Sour crude oil25 %15 %
Heavy sour crude oil19 %11 %
Other feedstocks and blends%%
Total100 %100 %
Sales of produced refined products:
Gasolines52 %49 %
Diesel fuels32 %29 %
Jet fuels%%
Fuel oil%%
Asphalt%%
Base oils%%
LPG and other%%
Total100 %100 %

7


Three Months Ended March 31,
20242023
West Region
Crude charge (BPD) (1)
345,900 287,110 
Refinery throughput (BPD) (2)
369,410 326,870 
Sales of produced refined products (BPD) (3)
359,010 310,950 
Refinery utilization (4)
82.8 %68.7 %
Average per produced barrel (5)
Refinery gross margin$14.39 $25.28 
Refinery operating expenses (6)
9.59 11.81 
Net operating margin$4.80 $13.47 
Refinery operating expenses per throughput barrel (7)
$9.32 $11.23 
Feedstocks:
Sweet crude oil32 %32 %
Sour crude oil43 %40 %
Heavy sour crude oil12 %11 %
Black wax crude oil%%
Other feedstocks and blends%12 %
Total100 %100 %
Sales of produced refined products:
Gasolines53 %57 %
Diesel fuels32 %31 %
Jet fuels%%
Fuel oil%%
Asphalt%%
LPG and other%%
Total100 %100 %
Consolidated
Crude charge (BPD) (1)
604,930 498,500 
Refinery throughput (BPD) (2)
643,300 558,130 
Sales of produced refined products (BPD) (3)
631,470 515,960 
Refinery utilization (4)
89.2 %73.5 %
Average per produced barrel (5)
Refinery gross margin$12.70 $23.20 
Refinery operating expenses (6)
8.22 10.81 
Net operating margin$4.48 $12.39 
Refinery operating expenses per throughput barrel (7)
$8.06 $9.99 
Feedstocks:
Sweet crude oil39 %46 %
Sour crude oil36 %30 %
Heavy sour crude oil15 %10 %
Black wax crude oil%%
Other feedstocks and blends%11 %
Total100 %100 %
8


Three Months Ended March 31,
20242023
Consolidated
Sales of produced refined products:
Gasolines53 %54 %
Diesel fuels32 %30 %
Jet fuels%%
Fuel oil%%
Asphalt%%
Base oils%%
LPG and other%%
Total100 %100 %

(1)Crude charge represents the barrels per day of crude oil processed at our refineries.
(2)Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.
(3)Represents barrels sold of refined products produced at our refineries (including Asphalt and intersegment sales) and does not include volumes of refined products purchased for resale or volumes of excess crude oil sold.
(4)Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 678,000 BPSD.
(5)Represents average amount per produced barrel sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(6)Represents total Refining segment operating expenses, exclusive of depreciation and amortization, divided by sales volumes of refined products produced at our refineries.
(7)Represents total Refining segment operating expenses, exclusive of depreciation and amortization, divided by refinery throughput.


Renewables Segment Operating Data

The following table sets forth information about our renewables operations and includes our Sinclair RDU. The renewables gross and net operating margins do not include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
Three Months Ended March 31,
20242023
Renewables
Sales volumes (in thousand gallons)61,172 46,012 
Average per produced gallon (1)
Renewables gross margin$0.15 $0.77 
Renewables operating expense (2)
0.43 0.68 
Net operating margin$(0.28)$0.09 

(1)Represents average amount per produced gallons sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
(2)Represents total Renewables segment operating expenses, exclusive of depreciation and amortization, divided by sales volumes of renewable diesel produced at our renewable diesel units.

9


Marketing Segment Operating Data

The following table sets forth information about our marketing operations. The marketing gross margin does not include the non-cash effects of depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.
Three Months Ended March 31,
20242023
Marketing
Number of branded sites at period end (1)
1,547 1,511 
Sales volumes (in thousand gallons)321,010328,407
Gross margin per gallon of sales (2)
$0.07 $0.04 

(1)Includes non-Sinclair branded sites from legacy HollyFrontier agreements.
(2)Represents average amount per gallon sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” below.


Lubricants & Specialties Segment Operating Data

The following table sets forth information about our lubricants and specialties operations:
Three Months Ended March 31,
20242023
Lubricants & Specialties
Sales of produced refined products (BPD)31,104 31,790 
Sales of produced refined products:
Finished products49 %50 %
Base oils27 %29 %
Other24 %21 %
Total100 %100 %


Midstream Segment Operating Data

The following table sets forth information about our midstream operations:
Three Months Ended March 31,
20242023
Midstream
Volumes (BPD)
Pipelines:
Affiliates—refined product pipelines164,628 143,002 
Affiliates—intermediate pipelines138,071 114,326 
Affiliates—crude pipelines441,454 473,712 
744,153 731,040 
Third parties—refined product pipelines36,723 40,431 
Third parties—crude pipelines162,493 175,984 
943,369 947,455 
Terminals and loading racks:
Affiliates788,919 686,845 
Third parties33,110 42,462 
822,029 729,307 
Total for pipelines and terminals (BPD)1,765,398 1,676,762 
10


Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

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

Earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, is calculated as net income attributable to HF Sinclair stockholders plus (i) interest expense, net of interest income, (ii) income tax provision and (iii) depreciation and amortization. Adjusted EBITDA is calculated as EBITDA plus or minus (i) lower of cost or market inventory valuation adjustments, (ii) decommissioning costs, (iii) HF Sinclair's pro-rata share of HEP's share of Osage environmental remediation costs and (iv) acquisition integration and regulatory costs.

EBITDA and Adjusted EBITDA are not calculations provided for under accounting principles generally accepted in the United States; however, the amounts included in these calculations are derived from amounts included in our consolidated financial statements. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies. These are presented here because they are widely used financial indicators used by investors and analysts to measure performance. EBITDA and Adjusted EBITDA are also used by our management for internal analysis and as a basis for financial covenants.

Set forth below is our calculation of EBITDA and Adjusted EBITDA:
Three Months Ended
March 31,
20242023
(In thousands)
Net income attributable to HF Sinclair stockholders$314,664 $353,266 
Add interest expense40,691 45,822 
Subtract interest income(22,179)(19,935)
Add income tax expense85,474 99,700 
Add depreciation and amortization198,729 173,983 
EBITDA$617,379 $652,836 
Add (subtract) lower of cost or market inventory valuation adjustment(219,370)47,597 
Add HF Sinclair's pro-rata share of HEP's share of Osage environmental remediation costs— 410 
Add acquisition integration and regulatory costs1,048 3,910 
Adjusted EBITDA$399,057 $704,753 


EBITDA attributable to our Refining segment is presented below:

Three Months Ended
March 31,
Refining Segment20242023
(In thousands)
Income before interest and income taxes (1)
$312,014 $436,885 
Add depreciation and amortization117,370 100,083 
EBITDA429,384 536,968 
Add lower of cost or market inventory valuation adjustment(220,558)— 
Adjusted EBITDA$208,826 $536,968 

(1)Income before interest and income taxes of our Refining segment represents income plus (i) interest expense, net of interest income and (ii) income tax provision.


11


EBITDA and Adjusted EBITDA attributable to our Renewables segment is set forth below:
Three Months Ended
March 31,
Renewables Segment20242023
(In thousands)
Income (loss) before interest and income taxes (1)
$(40,012)$(64,556)
Add depreciation and amortization20,272 19,974 
EBITDA(19,740)(44,582)
Add lower of cost or market inventory valuation adjustment1,188 47,597 
Adjusted EBITDA$(18,552)$3,015 

(1)Income (loss) before interest and income taxes of our Renewables segment represents income (loss) plus (i) interest expense, net of interest income and (ii) income tax provision.

EBITDA attributable to our Marketing segment is set forth below:

Three Months Ended
March 31,
Marketing Segment20242023
(In thousands)
Income before interest and income taxes (1)
$9,428 $502 
Add: depreciation and amortization6,303 5,871 
EBITDA$15,731 $6,373 

(1)Income before interest and income taxes of our Marketing segment represents income plus (i) interest expense, net of interest income and (ii) income tax provision.

EBITDA attributable to our Lubricants & Specialties segment is set forth below:

Three Months Ended
March 31,
Lubricants & Specialties Segment20242023
(In thousands)
Income before interest and income taxes (1)
$64,487 $78,225 
Add: depreciation and amortization22,511 19,368 
EBITDA$86,998 $97,593 
(1)Income before interest and income taxes of our Lubricants & Specialties segment represents income plus (i) interest expense, net of interest income and (ii) income tax provision.

EBITDA and Adjusted EBITDA attributable to our Midstream segment is presented below:

Three Months Ended
March 31,
Midstream Segment20242023
(In thousands)
Income before interest and income taxes (1)
$93,050 $73,912 
   Add depreciation and amortization20,120 19,762 
Subtract net income attributable to noncontrolling interest(1,958)(1,752)
EBITDA$111,212 $91,922 
Add (subtract) share of Osage environmental remediation costs, net of insurance recoveries— 870 
Add acquisition integration and regulatory costs53 518 
Adjusted EBITDA$111,265 $93,310 
(1)Income before interest and income taxes of our Midstream segment represents income plus (i) interest expense, net of interest income and (ii) income tax provision.

12


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

Refinery gross margin and net operating margin are non-GAAP performance measures that are used by our management and others to compare our refining performance to that of other companies in our industry. We believe these margin measures are helpful to investors in evaluating our refining performance on a relative and absolute basis. Refinery gross margin per produced barrel sold is total Refining segment revenues less total Refining segment cost of products sold, exclusive of lower of cost or market inventory valuation adjustments, divided by sales volumes of produced refined products sold. Net operating margin per barrel sold is the difference between refinery gross margin and refinery operating expenses per produced barrel sold. These two margins do not include the non-cash effects of lower of cost or market inventory valuation adjustments or depreciation and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income. Other companies in our industry may not calculate these performance measures in the same manner.

Reconciliation of average refining net operating margin per produced barrel sold to refinery gross margin to refining sales and other revenues

 Three Months Ended
March 31,
 20242023
 (In thousands, except per barrel amounts)
Consolidated
Refining segment sales and other revenues$6,204,245 $6,718,615 
Refining segment cost of products sold (exclusive of lower of cost or market inventory adjustment)5,474,522 5,641,131 
Lower of cost or market inventory adjustment(220,558)— 
950,281 1,077,484 
Add lower of cost or market inventory adjustment(220,558)— 
Refinery gross margin$729,723 $1,077,484 
Refining segment operating expenses$472,086 $501,759 
Produced barrels sold (BPD)631,470 515,960 
Refinery gross margin per produced barrel sold$12.70 $23.20 
Less average refinery operating expenses per produced barrel sold8.22 10.81 
Net operating margin per produced barrel sold$4.48 $12.39 


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

Renewables gross margin and net operating margin are non-GAAP performance measures that are used by our management and others to compare our renewables performance to that of other companies in our industry. We believe these margin measures are helpful to investors in evaluating our renewables performance on a relative and absolute basis. Renewables gross margin per produced gallon sold is total Renewables segment revenues less total Renewables segment cost of products sold, exclusive of lower of cost or market inventory valuation adjustments, divided by sales volumes of produced renewables products sold. Net operating margin per produced gallon sold is the difference between renewables gross margin and renewables operating expenses per produced gallon sold. These two margins do not include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income. Other companies in our industry may not calculate these performance measures in the same manner.

13


Reconciliation of renewables gross margin and operating expenses to gross margin per produced gallon sold and net operating margin per produced gallon sold

Three Months Ended
March 31,
20242023
(In thousands, except per gallon amounts)
Renewables segment sales and other revenues$239,559 $298,016 
Renewables segment cost of products sold (exclusive of lower of cost or market inventory adjustment)230,273 262,738 
Lower of cost or market inventory adjustment1,188 47,597 
8,098 (12,319)
Add (subtract) lower of cost or market inventory adjustment1,188 47,597 
Renewables gross margin$9,286 $35,278 
Renewables segment operating expense$26,461 $31,371 
Produced gallons sold (in thousand gallons)61,172 46,012 
Renewables gross margin per produced gallon sold$0.15 $0.77 
Less average renewables operating expense per produced gallon sold0.43 0.68 
Net operating margin per produced gallon sold$(0.28)$0.09 

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

Marketing gross margin is a non-GAAP performance measure that is used by our management and others to compare our marketing performance to that of other companies in our industry. We believe this margin measure is helpful to investors in evaluating our marketing performance on a relative and absolute basis. Marketing gross margin per gallon sold is total Marketing segment revenues less total Marketing segment cost of products sold divided by sales volumes of marketing products sold. This margin does not include the non-cash effects of depreciation and amortization. This component performance measure can be reconciled directly to our consolidated statements of income. Other companies in our industry may not calculate these performance measures in the same manner.

Reconciliation of marketing gross margin to gross margin per gallon sold

Three Months Ended
March 31,
20242023
(In thousands, except per gallon amounts)
Marketing segment sales and other revenues$775,807 $937,385 
Marketing segment cost of products sold752,530 924,049 
Marketing gross margin$23,277 $13,336 
Sales volumes (in thousand gallons)321,010 328,407 
Marketing segment gross margin per gallon sold$0.07 $0.04 
14


Reconciliation of net income attributable to HF Sinclair stockholders to adjusted net income attributable to HF Sinclair stockholders

Adjusted net income attributable to HF Sinclair stockholders is a non-GAAP financial measure that excludes non-cash lower of cost or market inventory valuation adjustments, HEP's share of Osage environmental remediation costs and acquisition integration and regulatory costs. We believe this measure is helpful to investors and others in evaluating our financial performance and to compare our results to that of other companies in our industry. Similarly titled performance measures of other companies may not be calculated in the same manner.

Three Months Ended
March 31,
20242023
(In thousands, except per share amounts)
Consolidated
GAAP:
Income before income taxes$402,096 $484,705 
Income tax expense85,474 99,700 
Net income 316,622 385,005 
Less net income attributable to noncontrolling interest1,958 31,739 
Net income attributable to HF Sinclair stockholders314,664 353,266 
Non-GAAP adjustments to arrive at adjusted results:
Lower of cost or market inventory valuation adjustment(219,370)47,597 
HEP's share of Osage environmental remediation costs— 870 
Acquisition integration and regulatory costs1,048 3,910 
Total adjustments to income before income taxes(218,322)52,377 
Adjustment to income tax expense (1)
(45,921)11,096 
Adjustment to net income attributable to noncontrolling interest— 460 
Total adjustments, net of tax(172,401)40,821 
Adjusted results - Non-GAAP:
Adjusted income before income taxes183,774 537,082 
Adjusted income tax expense (2)
39,553 110,796 
Adjusted net income144,221 426,286 
Less net income attributable to noncontrolling interest1,958 32,199 
Adjusted net income attributable to HF Sinclair stockholders$142,263 $394,087 
Adjusted earnings per share - diluted (3)
$0.71 $2.00 

(1)    Represents adjustment to GAAP income tax expense to arrive at adjusted income tax expense, which is computed as follows:

Three Months Ended
March 31,
20242023
(In thousands)
Non-GAAP income tax expense (2)
$39,553 $110,796 
Add GAAP income tax expense85,474 99,700 
Non-GAAP adjustment to income tax expense$(45,921)$11,096 

(2)Non-GAAP income tax expense is computed by (a) adjusting HF Sinclair’s consolidated estimated Annual Effective Tax Rate (“AETR”) for GAAP purposes for the effects of the above Non-GAAP adjustments, (b) applying the resulting Adjusted Non-GAAP AETR to Non-GAAP adjusted income before income taxes and (c) adjusting for discrete tax items applicable to the period.

(3)Adjusted earnings per share - diluted is calculated as adjusted net income attributable to HF Sinclair stockholders divided by the average number of shares of common stock outstanding assuming dilution, which is based on weighted-average diluted shares outstanding as that used in the GAAP diluted earnings per share calculation. Income allocated to participating securities, if applicable, in the adjusted earnings per share calculation is calculated the same way as that used in GAAP diluted earnings per share calculation.
15


Reconciliation of effective tax rate to adjusted effective tax rate
Three Months Ended
March 31,
20242023
(In thousands)
GAAP:
Income before income taxes$402,096 $484,705 
Income tax expense$85,474 $99,700 
Effective tax rate for GAAP financial statements21.3 %20.6 %
Adjusted - Non-GAAP:
Effect of Non-GAAP adjustments0.2 %— %
Effective tax rate for adjusted results21.5 %20.6 %



FOR FURTHER INFORMATION, Contact:

Atanas H. Atanasov, Executive Vice President and Chief Financial Officer
Craig Biery, Vice President, Investor Relations
HF Sinclair Corporation
214-954-6510


16
v3.24.1.u1
Document and Entity Information Document
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name HF SINCLAIR CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-41325
Entity Tax Identification Number 87-2092143
Entity Address, Address Line One 2828 N. Harwood, 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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock $0.01 par value
Trading Symbol DINO
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001915657
Amendment Flag false

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