HF Sinclair Corp

Previous wording

This Item 2 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of Part I of this Quarterly Report on Form 10-Q. In addition, this Item 2 should be read in conjunction with the accompanying consolidated financial statements and notes, as well as our consolidated financial statements and notes within our Annual Report on Form 10-K for the year ended December 31, 2023, and Exhibit 99.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed May 8, 2024. In this document, the words “we,” “our,” “ours,” and “us” refer only to HF Sinclair Corporation (“HF Sinclair”) and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person with certain exceptions. References herein to Holly Energy Partners, L.P. (“HEP”) with respect to time periods prior to the closing of the HEP Merger Transaction (as defined below) on December 1, 2023, refer to HEP and its consolidated subsidiaries.

Current wording

This Item 2 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of Part I of this Quarterly Report on Form 10-Q. In this document, 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.

Previous wording

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and other specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,500 branded stations and license the use of the Sinclair brand at more than 300 additional locations throughout the country. We produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. 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.

Current wording

We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and lubricants and specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah. We provide petroleum product and crude oil transportation, terminalling, storage and throughput services to our refineries and the petroleum industry. We market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states, and we supply high-quality fuels to more than 1,600 branded stations and license the use of the Sinclair brand at more than 300 additional locations throughout the country. We produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. 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.

Previous wording

For the three months ended September 30, 2024, Net loss attributable to HF Sinclair stockholderswas $(75.9) million compared to a Net income attributable to HF Sinclair stockholdersof $790.9 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, Net income attributable to HF Sinclair stockholders was $390.5 million compared to $1,651.8 million for the nine months ended September 30, 2023.

Current wording

For the three months ended March 31, 2025, Net loss attributable to HF Sinclair stockholderswas$4 million compared to a Net income attributable to HF Sinclair stockholdersof $315 million for the same period last year.

Previous wording

In the Refining segment, we continued to see lower refining margins in the West region in the third quarter of 2024 compared to the prior two quarters, principally as a result of high global supply of transportation fuels across the industry that continues to weigh on product margins. Additionally, we completed the planned turnaround at our Parco refinery and began a planned turnaround at our El Dorado refinery during the period. For the fourth quarter of 2024, we expect to run between 565,000-600,000 barrels per day of crude oil, which reflects the planned turnaround at our El Dorado refinery.

Current wording

In the Refining segment, while financial results improved from the prior quarter, we continued to see lower refining margins in the Mid-Continent and West regions for the three months ended March 31, 2025. Additionally, our results were impacted by the planned turnaround at our Tulsa refinery. For the second quarter of 2025, we expect to run between 600,000-630,000 barrels per day of crude oil, which reflects the completion of the planned turnaround at our Tulsa refinery, as well as the planned turnaround at our Parco refinery.

Previous wording

In the Marketing segment, we continued to see strong value in the Sinclair branded sites during the third quarter of 2024 as the marketing business continued to provide a consistent sales channel with margin uplift for our produced fuels. We expect to grow the number of branded sites by approximately 10% over the next six to twelve months.

Current wording

In the Marketing segment, we continued to see strong value in the Sinclair branded sites during the three months ended March 31, 2025 as the marketing business provided a consistent sales channel with margin uplift for our produced fuels. We expect to grow the number of branded sites by approximately 10% annually. During the three months ended March 31, 2025, we added 37 net new branded sites.

Previous wording

In the Midstream segment, our results continued to benefit from increased sales volumes and higher tariffs in the third quarter of 2024.

Current wording

In the Midstream segment, our results continued to benefit from increased volumes, higher pipeline revenues and lower selling, general and administrative expenses during the three months ended March 31, 2025. Additionally, we assigned our 50% ownership interest in Cheyenne Pipeline, LLC to our joint venture partner in exchange for the cancellation of certain future commitments.

Previous wording

In August 2023, our Board of Directors authorized a $1.0 billion share repurchase program, and we continued to repurchase shares in the first and second quarter of 2024 under this program. On May 7, 2024, our Board of Directors authorized a new $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”), and we continued to repurchase shares this quarter under the May 2024 Share Repurchase Program. The timing and amount of share repurchases under the May 2024 Share Repurchase Program, including those from REH Company (“REH Company” and together with its affiliate REH Advisors Inc., “REH”), will depend on market conditions and corporate, tax, regulatory and other relevant conditions. We repurchased 2,665,000 and 11,944,177 shares for $126.5 million and $663.7 million through the three and nine months ended September 30, 2024, respectively, under open market and privately negotiated purchases. On October 31, 2024, our Board of Directors announced that it declared a regular quarterly dividend in the amount of $0.50 per share, payable on December 4, 2024 to holders of record of common stock on November 21, 2024.

Current wording

On May 7, 2024, our Board of Directors authorized a $1.0 billion share repurchase program (the “May 2024 Share Repurchase Program”). The timing and amount of share repurchases under the May 2024 Share Repurchase Program, including those from REH Company, LLC (“REH Company” and together with its affiliate REH Advisors Inc., “REH”), will depend on market conditions and corporate, tax, regulatory and other relevant conditions.

Previous wording

Pursuant to the 2007 Energy Independence and Security Act, the Environmental Protection Agency (“EPA”) promulgated the Renewable Fuel Standard (“RFS”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such blending. Compliance with RFS regulations significantly increases our Cost of materials and other, with RINs costs totaling $119.4 million and $333.5 million for the three and nine months ended September 30, 2024, respectively, compared to $237.8 million and $596.1 million for the three and nine months ended September 30, 2023, respectively. At September 30, 2024, our open RINs credit obligations were $27.5 million.

Current wording

Pursuant to the 2007 Energy Independence and Security Act, the Environmental Protection Agency (“EPA”) promulgated the Renewable Fuel Standard (“RFS”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation’s fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as RINs, in lieu of such blending. Compliance with RFS regulations significantly increases our Cost of materials and other, with RINs costs totaling $138 million for the three months ended March 31, 2025. At March 31, 2025, our open RINs credit obligations were $46 million.

Previous wording

A more detailed discussion of our financial and operating results for the three and nine months ended September 30, 2024 and 2023 is presented in the following sections.

Current wording

A more detailed discussion of our financial and operating results for the three months ended March 31, 2025 and 2024 is presented in the following sections.