HollyFrontier Corp (Form: 10-Q, Received: 08/01/2019 13:15:16)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

FORM 10-Q

_________________________________________________________________

(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 1-3876

_________________________________________________________________

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		75-1056913
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2828 N. Harwood, Suite 1300
Dallas
Texas		75201
(Address of principal executive offices)		(Zip Code)

(214) 871-3555

(Registrant’s telephone number, including area code)

_________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)



Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	HFC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

164,578,167 shares of Common Stock, par value $.01 per share, were outstanding on July 26, 2019.

Table of Content

HOLLYFRONTIER CORPORATION

INDEX



	Page

Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION

Definitions	4

Item 1. Financial Statements

Consolidated Balance Sheets
June 30, 2019 (Unaudited) and December 31, 2018	5

Consolidated Statements of Income (Unaudited)
Three and Six Months Ended June 30, 2019 and 2018	6

Consolidated Statements of Comprehensive Income (Unaudited)
Three and Six Months Ended June 30, 2019 and 2018	7

Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2019 and 2018	8

Consolidated Statements of Equity (Unaudited)
Three and Six Months Ended June 30, 2019 and 2018	9

Notes to Consolidated Financial Statements (Unaudited)	11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3. Quantitative and Qualitative Disclosures About Market Risk	55

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles	55

Item 4. Controls and Procedures	57

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	58

Item 1A. Risk Factors	59

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 6. Exhibits	59

Index to Exhibits	60

Signatures	61

Table of Content

FORWARD-LOOKING STATEMENTS

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

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact included in this Form 10-Q, including, but not limited to, those under “Results of Operations,” “Liquidity and Capital Resources” and “Risk Management” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those in Part II, Item 1 “Legal Proceedings” are forward-looking statements. Forward-looking statements use words such as “anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. These statements are based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. All statements concerning our expectations for future results of operations are based on forecasts for our existing operations and do not include the potential impact of any future acquisitions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:


•	risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;


•	the demand for and supply of crude oil and refined products;


•	the spread between market prices for refined products and market prices for crude oil;


•	the possibility of constraints on the transportation of refined products;


•	the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines;


•	effects of governmental and environmental regulations and policies;


•	the availability and cost of our financing;


•	the effectiveness of our capital investments and marketing strategies;


•	our efficiency in carrying out construction projects;


•	our ability to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations;


•	the possibility of terrorist or cyber attacks and the consequences of any such attacks;


•	general economic conditions; and


•	other financial, operational and legal risks and uncertainties detailed from time to time in our SEC filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Form 10-Q, including without limitation, the forward-looking statements that are referred to above. This summary discussion should be read in conjunction with the discussion of the known material risk factors and other cautionary statements under the heading “Risk Factors” included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 and in conjunction with the discussion in this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Liquidity and Capital Resources.” All forward-looking statements included in this Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Content

PART I. FINANCIAL INFORMATION

DEFINITIONS

Within this report, the following terms have these specific meanings:

“BPD” means the number of barrels per calendar day of crude oil or petroleum products.

“BPSD” means the number of barrels per stream day (barrels of capacity in a 24 hour period) of crude oil or petroleum products.

“Base oil” is a lubricant grade oil initially produced from refining crude oil or through chemical synthesis that is used in producing lubricant products such as lubricating greases, motor oil and metal processing fluids.

“Black wax crude oil” is a low sulfur, low gravity crude oil produced in the Uintah Basin in Eastern Utah that has certain characteristics that require specific facilities to transport, store and refine into transportation fuels.

“Cracking” means the process of breaking down larger, heavier and more complex hydrocarbon molecules into simpler and lighter molecules.

“Crude oil distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the vapor slightly above atmospheric pressure turning it back to liquid in order to purify, fractionate or form the desired products.

“FCC,” or fluid catalytic cracking, means a refinery process that breaks down large complex hydrocarbon molecules into smaller more useful ones using a circulating bed of catalyst at relatively high temperatures.

“LPG” means liquid petroleum gases.

“Lubricant” or “lube” means a solvent neutral paraffinic product used in commercial heavy duty engine oils, passenger car oils and specialty products for industrial applications such as heat transfer, metalworking, rubber and other general process oil.

“MMBTU” means one million British thermal units.

“Rack back” represents the portion of our Lubricants and Specialty Products business operations that entails the processing of feedstocks into base oils.

“Rack forward” represents the portion of our Lubricants and Specialty Products business operations that entails the processing of base oils into finished lubricants and the packaging, distribution and sale to customers.

“Refinery gross margin” means the difference between average net sales price and average cost per barrel sold. This does not include the associated depreciation and amortization costs.

“RINs” means renewable identification numbers and refers to serial numbers assigned to credits generated from renewable fuel production under the Environmental Protection Agency’s Renewable Fuel Standard (“RFS”) regulations, which require blending renewable fuels into the nation’s fuel supply. In lieu of blending, refiners may purchase these transferable credits in order to comply with the regulations.

“Sour crude oil” means crude oil containing quantities of sulfur greater than 0.4 percent by weight, while “sweet crude oil” means crude oil containing quantities of sulfur equal to or less than 0.4 percent by weight.

“Vacuum distillation” means the process of distilling vapor from liquid crudes, usually by heating, and condensing the vapor below atmospheric pressure turning it back to a liquid in order to purify, fractionate or form the desired products.

“White oil” is an extremely pure, highly-refined petroleum product that has a wide variety of applications ranging from pharmaceutical to cosmetic products.

“WTI” means West Texas Intermediate and is a grade of crude oil used as a common benchmark in oil pricing. WTI is a sweet crude oil and has a relatively low density.

Table of Content


Item 1.	Financial Statements

HOLLYFRONTIER CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



	June 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (HEP: $6,941 and $3,045, respectively)	$	914,644		$	1,154,752

Accounts receivable: Product and transportation (HEP: $15,074 and $12,332, respectively)	747,725			635,623
Crude oil resales	51,643			36,078
	799,368			671,701
Inventories: Crude oil and refined products	1,439,685			1,166,404
Materials, supplies and other (HEP: $900 and $858, respectively)	196,896			187,975
	1,636,581			1,354,379
Income taxes receivable	64,574			34,040
Prepayments and other (HEP: $2,983 and $3,452, respectively)	51,230			81,507
Total current assets	3,466,397			3,296,379

Properties, plants and equipment, at cost (HEP: $2,071,467 and $2,058,388, respectively)	7,066,375			6,780,980
Less accumulated depreciation (HEP: $(535,019) and $(489,217), respectively)	(2,263,405		)	(2,098,446		)
	4,802,970			4,682,534
Operating lease right-of-use assets (HEP: $76,551)	449,745			—

Other assets: Turnaround costs	372,198			339,861
Goodwill (HEP: $312,873 and $314,229, respectively)	2,375,651			2,246,435
Intangibles and other (HEP: $169,678 and $176,291, respectively)	637,530			429,392
	3,385,379			3,015,688
Total assets	$	12,104,491		$	10,994,601

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable (HEP: $10,659 and $16,723, respectively)	$	1,199,311		$	872,627
Income taxes payable	25,820			17,636
Operating lease liabilities (HEP: $5,346)	93,991			—
Accrued liabilities (HEP: $29,444 and $27,240, respectively)	344,905			277,892
Total current liabilities	1,664,027			1,168,155

Long-term debt (HEP: $1,437,710 and $1,418,900, respectively)	2,430,832			2,411,540
Noncurrent operating lease liabilities (HEP: $71,550)	357,635			—
Deferred income taxes (HEP: $423 and $488, respectively)	877,456			722,576
Other long-term liabilities (HEP: $61,195 and $63,534, respectively)	243,542			233,271

Equity:
HollyFrontier stockholders’ equity:
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued	—			—
Common stock $.01 par value – 320,000,000 shares authorized; 256,036,760 and 256,036,788 shares issued as of June 30, 2019 and December 31, 2018, respectively	2,560			2,560
Additional capital	4,216,305			4,196,125
Retained earnings	4,533,364			4,196,902
Accumulated other comprehensive income	30,202			13,623
Common stock held in treasury, at cost – 90,138,137 and 83,915,297 shares as of June 30, 2019 and December 31, 2018, respectively	(2,769,284		)	(2,490,639		)
Total HollyFrontier stockholders’ equity	6,013,147			5,918,571
Noncontrolling interest	517,852			540,488
Total equity	6,530,999			6,459,059
Total liabilities and equity	$	12,104,491		$	10,994,601

Parenthetical amounts represent asset and liability balances attributable to Holly Energy Partners, L.P. (“HEP”) as of June 30, 2019 and December 31, 2018. HEP is a variable interest entity.

See accompanying notes.

Table of Content

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018

Sales and other revenues	$	4,782,615		$	4,471,236		$	8,679,862		$	8,599,663
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)	3,704,884			3,595,916			6,904,089			6,943,041
Lower of cost or market inventory valuation adjustment	47,801			(106,926		)	(184,545		)	(210,764		)
	3,752,685			3,488,990			6,719,544			6,732,277
Operating expenses (exclusive of depreciation and amortization)	333,252			296,215			664,844			616,503
Selling, general and administrative expenses (exclusive of depreciation and amortization)	85,317			68,675			173,351			133,339
Depreciation and amortization	126,908			110,379			248,329			214,720
Goodwill impairment	152,712			—			152,712			—
Total operating costs and expenses	4,450,874			3,964,259			7,958,780			7,696,839
Income from operations	331,741			506,977			721,082			902,824
Other income (expense):
Earnings of equity method investments	1,783			1,734			3,883			3,013
Interest income	4,588			2,934			10,963			5,524
Interest expense	(34,264		)	(32,324		)	(70,911		)	(65,047		)
Gain (loss) on foreign currency transactions	2,213			(325		)	4,478			5,235
Other, net	92			1,364			649			2,710
	(25,588		)	(26,617		)	(50,938		)	(48,565		)
Income before income taxes	306,153			480,360			670,144			854,259
Income tax expense:
Current	63,364			88,283			118,648			145,934
Deferred	25,972			29,164			58,193			56,550
	89,336			117,447			176,841			202,484
Net income	216,817			362,913			493,303			651,775
Less net income attributable to noncontrolling interest	19,902			17,406			43,333			38,177
Net income attributable to HollyFrontier stockholders	$	196,915		$	345,507		$	449,970		$	613,598
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	1.16		$	1.96		$	2.64		$	3.47
Diluted	$	1.15		$	1.94		$	2.62		$	3.44
Average number of common shares outstanding:
Basic	169,356			175,899			170,100			176,256
Diluted	170,547			177,586			171,264			177,820

See accompanying notes.

Table of Content

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018

Net income	$	216,817		$	362,913		$	493,303		$	651,775
Other comprehensive income (loss):
Foreign currency translation adjustment	9,160			(11,503		)	13,523			(23,443		)
Hedging instruments:
Change in fair value of cash flow hedging instruments	(693		)	(4,077		)	14,897			(8,402		)
Reclassification adjustments to net income on settlement of cash flow hedging instruments	(5,321		)	5,598			(6,963		)	4,407
Net unrealized gain (loss) on hedging instruments	(6,014		)	1,521			7,934			(3,995		)
Post-retirement benefit obligations:
Gain on pension plans	72			—			—			—
Gain on post-retirement healthcare plan	2			—			—			—
Net change in post-retirement benefit obligations	74			—			—			—
Other comprehensive income (loss) before income taxes	3,220			(9,982		)	21,457			(27,438		)
Income tax expense (benefit)	416			(2,034		)	4,878			(5,910		)
Other comprehensive income (loss)	2,804			(7,948		)	16,579			(21,528		)
Total comprehensive income	219,621			354,965			509,882			630,247
Less noncontrolling interest in comprehensive income	19,902			17,406			43,333			38,177
Comprehensive income attributable to HollyFrontier stockholders	$	199,719		$	337,559		$	466,549		$	592,070

See accompanying notes.

Table of Content

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net income	$	493,303		$	651,775
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	248,329			214,720
Goodwill impairment	152,712			—
Lower of cost or market inventory valuation adjustment	(184,545		)	(210,764		)
Earnings of equity method investments, inclusive of distributions	—			228
(Gain) loss on sale of assets	73			(107		)
Deferred income taxes	58,193			56,550
Equity-based compensation expense	21,562			17,306
Change in fair value – derivative instruments	31,454			(17,807		)
(Increase) decrease in current assets:
Accounts receivable	(72,300		)	(121,144		)
Inventories	(6,708		)	21,255
Income taxes receivable	(26,835		)	24,512
Prepayments and other	14,020			(6,053		)
Increase (decrease) in current liabilities:
Accounts payable	292,893			61,425
Income taxes payable	7,826			72,822
Accrued liabilities	38,003			35,161
Turnaround expenditures	(110,273		)	(76,384		)
Other, net	11,843			4,650
Net cash provided by operating activities	969,550			728,145

Cash flows from investing activities:
Additions to properties, plants and equipment	(102,717		)	(117,907		)
Additions to properties, plants and equipment – HEP	(17,752		)	(31,570		)
Purchase of Sonneborn, net of cash acquired	(662,665		)	—
Other, net	825			3,399
Net cash used for investing activities	(782,309		)	(146,078		)

Cash flows from financing activities:
Borrowings under credit agreements	175,000			305,500
Repayments under credit agreements	(156,500		)	(417,500		)
Proceeds from issuance of common units - HEP	—			114,831
Purchase of treasury stock	(266,996		)	(53,743		)
Dividends	(113,508		)	(117,500		)
Distributions to noncontrolling interest	(66,703		)	(60,759		)
Payments on finance leases	(783		)	—
Other, net	(374		)	(544		)
Net cash used for financing activities	(429,864		)	(229,715		)

Effect of exchange rate on cash flow	2,515			(3,237		)

Cash and cash equivalents:
Increase (decrease) for the period	(240,108		)	349,115
Beginning of period	1,154,752			630,757
End of period	$	914,644		$	979,872

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	(67,620	)	$	(64,711	)
Income taxes, net	$	(138,587	)	$	(48,561	)

See accompanying notes.

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)



	HollyFrontier Stockholders' Equity
	Common Stock		Additional Capital			Retained Earnings			Accumulated Other Comprehensive Income		Treasury stock			Non-controlling Interest			Total Equity
	(In thousands)
Balance at December 31, 2018	$	2,560	$	4,196,125		$	4,196,902		$	13,623	$	(2,490,639	)	$	540,488		$	6,459,059
Net income	—		—			253,055			—		—			23,431			276,486
Dividends ($0.33 declared per common share)	—		—			(56,849		)	—		—			—			(56,849		)
Distributions to noncontrolling interest holders	—		—			—			—		—			(33,673		)	(33,673		)
Other comprehensive income, net of tax	—		—			—			13,775		—			—			13,775
Issuance of common stock under incentive compensation plans, net of tax	—		3			—			—		(3		)	—			—
Equity-based compensation	—		8,713			—			—		—			661			9,374
Purchase of treasury stock	—		—			—			—		(73,225		)	—			(73,225		)
Purchase of HEP units for restricted grants	—		—			—			—		—			(373		)	(373		)
Balance at March 31, 2019	$	2,560	$	4,204,841		$	4,393,108		$	27,398	$	(2,563,867	)	$	530,534		$	6,594,574
Net income	—		—			196,915			—		—			19,902			216,817
Dividends ($0.33 declared per common share)	—		—			(56,659		)	—		—			—			(56,659		)
Distributions to noncontrolling interest holders	—		—			—			—		—			(33,030		)	(33,030		)
Other comprehensive income, net of tax	—		—			—			2,804		—			—			2,804
Equity attributable to HEP common unit issuances, net of tax	—		—			—			—		—			(140		)	(140		)
Issuance of common stock under incentive compensation plans, net of tax	—		(138		)	—			—		138			—			—
Equity-based compensation	—		11,602			—			—		—			586			12,188
Purchase of treasury stock	—		—			—			—		(205,555		)	—			(205,555		)
Balance at June 30, 2019	$	2,560	$	4,216,305		$	4,533,364		$	30,202	$	(2,769,284	)	$	517,852		$	6,530,999



	HollyFrontier Stockholders' Equity
	Common Stock		Additional Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury stock			Non-controlling Interest			Total Equity
	(In thousands)
Balance at December 31, 2017	$	2,560	$	4,132,696		$	3,346,615		$	29,869		$	(2,140,911	)	$	526,111		$	5,896,940
Net income	—		—			268,091			—			—			20,771			288,862
Dividends ($0.33 declared per common share)	—		—			(58,856		)	—			—			—			(58,856		)
Distributions to noncontrolling interest holders	—		—			—			—			—			(29,237		)	(29,237		)
Other comprehensive loss, net of tax	—		—			—			(13,580		)	—			—			(13,580		)
Equity attributable to HEP common unit issuances, net of tax	—		41,980			—			—			—			58,031			100,011
Issuance of common stock under incentive compensation plans, net of tax	—		1,057			—			—			(1,057		)	—			—
Equity-based compensation	—		7,961			—			—			—			836			8,797
Purchase of treasury stock	—		—			—			—			(27,520		)	—			(27,520		)
Purchase of HEP units for restricted grants	—		—			—			—			—			(58		)	(58		)
Adoption of accounting standards	—		—			(11,019		)	3,572			—			—			(7,447		)
Other	—		1			(1		)	—			—			—			—
Balance at March 31, 2018	$	2,560	$	4,183,695		$	3,544,830		$	19,861		$	(2,169,488	)	$	576,454		$	6,157,912
Net income	—		—			345,507			—			—			17,406			362,913
Dividends ($0.33 declared per common share)	—		—			(58,644		)	—			—			—			(58,644		)
Distributions to noncontrolling interest holders	—		—			—			—			—			(31,522		)	(31,522		)
Other comprehensive loss, net of tax	—		—			—			(7,948		)	—			—			(7,948		)
Equity attributable to HEP common unit issuances, net of tax	—		221			—			—			—			232			453
Issuance of common stock under incentive compensation plans, net of tax	—		335			—			—			(335		)	—			—
Equity-based compensation	—		7,797			—			—			—			712			8,509
Purchase of treasury stock	—		—			—			—			(28,030		)	—			(28,030		)
Other	—		(3		)	3			—			—			—			—
Balance at June 30, 2018	$	2,560	$	4,192,045		$	3,831,696		$	11,913		$	(2,197,853	)	$	563,282		$	6,403,643

Table of Content

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


NOTE 1:	Description of Business and Presentation of Financial Statements

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

We are an independent petroleum refiner and marketer that produces high-value light products such as gasoline, diesel fuel, jet fuel and other specialty products. We own and operate petroleum refineries that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. In addition, we produce base oils and other specialized lubricants in the United States, Canada and the Netherlands, with retail and wholesale marketing of our products through a global sales network with locations in Canada, the United States, Europe, China and Latin America. As of June 30, 2019, we:

•

owned and operated a petroleum refinery in El Dorado, Kansas (the “El Dorado Refinery”), two refinery facilities located in Tulsa, Oklahoma (collectively, the “Tulsa Refineries”), a refinery in Artesia, New Mexico that is operated in conjunction with crude oil distillation and vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), a refinery located in Cheyenne, Wyoming (the “Cheyenne Refinery”) and a refinery in Woods Cross, Utah (the “Woods Cross Refinery”);


•	owned and operated Petro-Canada Lubricants Inc. (“PCLI”) located in Mississauga, Ontario, which produces base oils and other specialized lubricant products;


•	owned and operated Sonneborn with manufacturing facilities in Petrolia, Pennsylvania and the Netherlands;


•	owned and operated Red Giant Oil Company LLC (“Red Giant Oil”), which supplies locomotive engine oil with storage and distribution facilities in Iowa, Kansas, Utah and Wyoming, along with a blending and packaging facility in Texas;


•	owned and operated HollyFrontier Asphalt Company LLC (“HFC Asphalt”), which operates various asphalt terminals in Arizona, New Mexico and Oklahoma; and

•

owned a 57% 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 Mountain regions of the United States.

On July 10, 2018, we entered into a definitive agreement to acquire Red Giant Oil, a privately-owned lubricants company. The acquisition closed on August 1, 2018.

We have prepared these consolidated financial statements without audit. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of June 30, 2019, the consolidated results of operations, comprehensive income and statements of equity for the three and six months ended June 30, 2019 and 2018 and consolidated cash flows for the six months ended June 30, 2019 and 2018 in accordance with the rules and regulations of the SEC. Although certain notes and other information required by generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted, we believe that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018 that has been filed with the SEC.

Our results of operations for the six months ended June 30, 2019 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 2019.

Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum industry. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances collateral, such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well as specific accounts identified as high risk, which historically have been minimal. Credit losses are charged to the allowance for doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was $4.4 million at June 30, 2019 and $3.6 million at December 31, 2018.

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. 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 renewable identification numbers (“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 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 and lease expense is accounted for on a straight-line basis. 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 an operating lease.

Goodwill and Long-lived Assets: As of June 30, 2019, our goodwill balance was $2.4 billion, with goodwill assigned to our Refining, Lubricants and Specialty Products and HEP segments of $1,733.5 million, $329.3 million and $312.9 million, respectively. During the six months ended June 30, 2019, we recognized $283.6 million in goodwill as a result of our Sonneborn acquisition, all of which has been assigned to our Lubricants and Specialty Products segment. See Note 17 for additional information on our segments. The carrying amount of our goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments on goodwill assigned to our Lubricants and Specialty Products segment. 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 fair value of the reporting unit is greater than its carrying amount, 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.

Our long-lived assets principally consist of our refining assets that are organized as refining asset groups and the assets of our Lubricants and Specialty Products asset groups. The refinery asset groups also constitute our individual refinery reporting units that are used for testing and measuring goodwill impairments. Our long-lived assets are evaluated for impairment by identifying whether indicators of impairment exist and if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss measured, if any, is equal to the amount by which the asset group’s carrying value exceeds its fair value.

Goodwill impairment

During the second quarter of 2019, we performed interim goodwill impairment testing of the PCLI reporting unit included in our Lubricants and Specialty Products segment. We elected to perform this interim assessment due to the recent reorganization of our reporting unit structure within the Lubricants and Specialty Products segment, combined with the identification of events and circumstances which were indicators of potential goodwill impairment at PCLI, including recent declines in gross margins to lower than historic levels. These recent lower gross margins are in the base oil market which is largely attributed to the increase in global supply of base oils with a current outlook for continued near-term softness.

Our interim goodwill impairment testing was performed as of May 31, 2019. The estimated fair values of our goodwill reporting units within our Lubricants and Specialty Products segment were derived using a combination of both income and market approaches. The income approach reflects expected future cash flows based on estimated future production volumes, selling prices, gross margins, operating costs and capital expenditures. Our market approach includes both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like-kind assets. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 6 for further discussion of Level 3 inputs.

As a result of our impairment testing, we determined that the carrying value of the PCLI reporting unit’s goodwill within our Lubricants and Specialty Products segment was fully impaired and a goodwill impairment charge of $152.7 million was recorded. Our testing did not identify any other impairments.

Revenue Recognition: Revenue on refined product 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. Additionally, 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.

In connection with our PCLI acquisition on February 1, 2017, we issued intercompany notes to initially fund certain of our foreign businesses. Remeasurement adjustments resulting from the conversion of such intercompany financing amounts to functional currencies are recorded as gains and losses as a component of other income (expense) in the income statement. Such adjustments are not recorded to the Lubricants and Specialty Products segment operations, but to Corporate and Other. See Note 17 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.

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.

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 six months ended June 30, 2019 and 2018, we received proceeds of $12.6 million and $23.6 million, respectively, and repaid $12.9 million and $24.1 million, respectively, under these sell / buy transactions.

Cost Classifications: During the three months ended June 30, 2018, we recognized an adjustment in our Lubricants and Specialty Products segment to correct an expense misclassification related to the three months ended March 31, 2018, whereby $24.0 million of inventory transportation costs were classified as operating expenses, which should have been included in cost of products sold. This adjustment had no impact on our operating or net income.

Accounting Pronouncements - Recently Adopted

Goodwill Impairment Testing

In January 2017, Accounting Standard Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill Impairment,” was issued amending the testing for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. We adopted this standard effective in the second quarter of 2019, and the adoption of this standard resulted in no change to the amount of goodwill impairment recorded in the second quarter of 2019.

Leases

In February 2016, ASU 2016-02, “Leases,” was issued requiring leases to be measured and recognized as a lease liability, with a corresponding ROU asset on the balance sheet. We adopted this standard effective January 1, 2019 using the optional transition method, whereby comparative prior period financial information will not be restated and will continue to be reported under the lease accounting standard in effect during those periods. We also elected practical expedients provided by the new standard, including the package of practical expedients, whereby we did not reassess lease classification or initial indirect lease cost under the new standard. In addition, we elected to exclude short-term leases, which at inception have a lease term of 12 months or less, from the amounts recognized on our balance sheet. In addition, HEP elected an expedient whereby a lessor does not have to separate non-lease (service) components from lease components under certain contracts. Under this expedient, HEP treated the combined components of its leases with third parties (i.e., the contracts that are not eliminated upon consolidation of HEP by HFC) as an operating lease in which the dominant component was a lease in accordance with ASC 842. Upon adoption of this standard, we recognized $433.4 million of lease liabilities and corresponding ROU assets on our consolidated balance sheet. Adoption of this standard did not have a material impact on our results of operations or cash flows. In addition, upon our acquisition of Sonneborn on February 1, 2019, we recognized $15.9 million of lease liabilities and corresponding ROU assets.

Accounting Pronouncements - Not Yet Adopted

Credit Losses Measurement

In June 2016, ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” was issued requiring measurement of all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This standard is effective January 1, 2020, and we are currently evaluating the impact of this standard.


NOTE 2:	Acquisitions

On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the capital stock of Sonneborn. The acquisition closed on February 1, 2019. Sonneborn is a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

Aggregate consideration totaled $701.6 million and consisted of $662.7 million in cash paid at acquisition, net of cash acquired. Working capital settlement pursuant to the purchase agreement has been finalized.

This transaction is accounted for as a business combination using the acquisition method of accounting, with the purchase price allocated to the fair value of the acquired Sonneborn assets and liabilities as of the February 1 acquisition date, with the excess purchase price recorded as goodwill assigned to our Lubricants and Specialty Products segment.

The following summarizes our preliminary value estimates of the Sonneborn assets and liabilities acquired on February 1, 2019:



	(In millions)
Cash and cash equivalents	$	38.9
Accounts receivable and other current assets	58.6
Inventories	81.3
Properties, plants and equipment	166.1
Goodwill	283.6
Intangibles and other noncurrent assets	228.6
Accounts payable and accrued liabilities	(47.0		)
Deferred income tax liabilities	(84.5		)
Other long-term liabilities	(24.0		)
	$	701.6

The preliminary purchase price allocation resulted in the recognition of $283.6 million in goodwill, which relates to the established workforce and global market presence of the acquired business as well as the expected synergies to be gained upon combining with our existing operations to form an expanded lubricants and specialty products business.

Intangibles include customer relationships, trademarks, patents and technical know-how totaling $209.6 million that are being amortized on a straight-line basis over a 12-year period.

These values, including deferred taxes, are preliminary and, therefore, may change once we complete our valuations.

Our consolidated financial and operating results reflect the Sonneborn operations beginning February 1, 2019. Our results of operations for the three months ended June 30, 2019 included revenues and income before income taxes of $101.0 million and $5.4 million, respectively, and revenue and loss before income taxes of $165.4 million and $(1.7) million, respectively, for the period from February 1, 2019 through June 30, 2019 related to these operations.

As of June 30, 2019, we have incurred $16.2 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.

The following unaudited pro forma information for the six months ended June 30, 2019 and the three and six months ended June 30, 2018 presents the revenues and operating income for our Lubricants and Specialty Products segment assuming the acquisition of Sonneborn had occurred as of January 1, 2018. The proforma effects on consolidated HFC revenue and operating income are not material.



	Three Months Ended June 30,		Six Months Ended June 30,
	2018		2019			2018
	(In thousands)
Sales and other revenues	$	567,814	$	1,070,930		$	1,107,869
Operating income ⁽¹⁾	$	38,027	$	(143,215	)	$	70,928

(1) For the six months ended June 30, 2019, includes goodwill impairment of $152.7 million from the PCLI reporting unit of our Lubricants and Specialty Products segment. See Note 1 for additional information on this goodwill impairment.


NOTE 3:	Leases

We have operating and finance leases for land, buildings, pipelines, storage tanks, transportation and other equipment for our operations. Our leases have remaining terms of one to 60 years, some of which include options to extend the leases for up to 10 years.

The following table presents the amounts and balance sheet locations of our operating and financing leases recorded on our consolidated balance sheet.



	June 30, 2019
	(In thousands)
Operating leases:
Operating lease right-of-use assets	$	449,745

Operating lease liabilities	93,991
Noncurrent operating lease liabilities	357,635
Total operating lease liabilities	$	451,626

Finance leases:
Properties, plants and equipment, at cost	$	12,035
Accumulated amortization	(6,127		)
Properties, plants and equipment, net	$	5,908

Accrued liabilities	$	1,649
Other long-term liabilities	4,580
Total finance lease liabilities	$	6,229

Supplemental balance sheet information related to our leases was as follows:



	June 30, 2019

Weighted average remaining lease term (in years)
Operating leases	7.9
Finance leases	8.6

Weighted average discount rate
Operating leases	4.3	%
Finance leases	5.1	%

The components of lease expense were as follows:



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
	(In thousands)
Operating lease expense	$	27,759	$	55,383
Finance lease expense:
Amortization of right-of-use assets	375		775
Interest on lease liabilities	83		171
Variable lease cost	774		1,389
Total lease expense	$	28,991	$	57,718

Supplemental cash flow information related to leases was as follows:



	Six Months Ended June 30, 2019
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	58,252
Operating cash flows from finance leases	$	171
Financing cash flows from finance leases	$	783

As of June 30, 2019, we have no right-of-use assets that were obtained in exchange for lease obligation.

As of June 30, 2019, minimum future lease payments of our operating and finance lease obligations were as follows:



	Operating		Finance
	(In thousands)
Remainder of 2019	$	61,224	$	1,066
2020	101,811		1,710
2021	79,523		910
2022	67,029		640
2023	61,768		635
2024 and thereafter	168,121		2,790
Future minimum lease payments	539,476		7,751
Less: imputed interest	87,850		1,522
Total lease obligations	451,626		6,229
Less: current obligations	93,991		1,649
Long-term lease obligations	$	357,635	$	4,580

As of June 30, 2019, we have no additional operating and finance lease commitments that have not yet commenced.

Our consolidated income statement reflects 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 June 30, 2019		Six Months Ended June 30, 2019
	(In thousands)
Operating lease revenues	$	8,267	$	16,466

Annual minimum undiscounted lease payments in which HEP is a lessor to third-party contracts as of June 30, 2019 were as follows:



	(In thousands)
Remainder of 2019	$	16,123
2020	8,166
2021	1,546
2022	129
2023	—
Thereafter	—
Total	$	25,964


NOTE 4:	Holly Energy Partners

HEP is a publicly held master limited partnership that 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 Mountain regions of the United States and Delek’s refinery in Big Spring, Texas. Additionally, HEP owns a 75% interest in UNEV Pipeline, LLC (“UNEV”), the owner of a pipeline running from Woods Cross, Utah to Las Vegas, Nevada (the “UNEV Pipeline”) and associated product terminals, and 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”) and Cheyenne Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne Pipeline”).

As of June 30, 2019, we owned a 57% 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 has two primary customers (including us) and 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 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 78% of HEP’s total revenues for the six months ended June 30, 2019. We do not provide financial or equity support through any liquidity arrangements and / or debt guarantees to HEP.

HEP has outstanding debt under a senior secured revolving credit agreement and its senior notes. 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 11 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.

HEP Private Placement Agreements

On January 25, 2018, HEP entered into a common unit purchase agreement in which certain purchasers agreed to purchase in a private placement 3,700,000 HEP common units, representing limited partner interests, at a price of $29.73 per common unit. The private placement closed on February 6, 2018, at which time HEP received proceeds of $110.0 million, which were used to repay indebtedness under the HEP Credit Agreement.

HEP Common Unit Continuous Offering Program

In May 2016, HEP established a continuous offering program under which HEP may issue and sell common units from time to time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. During the six months ended June 30, 2019, HEP did not issue any common units under this program. As of June 30, 2019, HEP has issued 2,413,153 common units under this program, providing $82.3 million in gross proceeds.

HEP intends to use the net proceeds for general partnership purposes, which may include funding working capital, repayment of debt, acquisitions and capital expenditures. Amounts repaid under HEP’s credit facility may be reborrowed from time to time.

As a result of these transactions and resulting HEP ownership changes, we adjusted additional capital and equity attributable to HEP's noncontrolling interest holders to reallocate HEP's equity among its unitholders.

Transportation Agreements

HEP serves our refineries under long-term pipeline, terminal and tankage throughput agreements and refinery processing tolling agreements expiring from 2020 through 2036. 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 including UNEV (a consolidated subsidiary of HEP). Under these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the percentage change in Producer Price Index or Federal Energy Regulatory Commission index. As of July 1, 2019, these agreements result in minimum annualized payments to HEP of $349.1 million.

Our transactions with HEP and fees paid under our transportation agreements with HEP and UNEV are eliminated and have no impact on our consolidated financial statements.


NOTE 5:	Revenues

Substantially 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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Revenues by type
Refined product revenues
Transportation fuels⁽¹⁾	$	3,633,966	$	3,520,014	$	6,441,407	$	6,594,402
Specialty lubricant products ⁽²⁾	507,183		417,177		951,525		816,216
Asphalt, fuel oil and other products ⁽³⁾	248,861		243,396		467,718		451,153
Total refined product revenues	4,390,010		4,180,587		7,860,650		7,861,771
Excess crude oil revenues ⁽⁴⁾	350,683		256,090		733,313		652,806
Transportation and logistic services	28,382		24,746		59,520		52,203
Other revenues ⁽⁵⁾	13,540		9,813		26,379		32,883
Total sales and other revenues	$	4,782,615	$	4,471,236	$	8,679,862	$	8,599,663



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Refined product revenues by market
North America
Mid-Continent	$	2,361,969	$	2,231,700	$	4,092,474	$	4,121,246
Southwest	1,008,806		1,002,075		1,858,955		1,848,553
Rocky Mountains	613,063		610,970		1,128,398		1,241,872
Northeast	148,116		93,179		276,007		176,036
Canada	174,772		191,939		352,127		372,361
Europe and Asia	83,284		50,724		152,689		101,703
Total refined product revenues	$	4,390,010	$	4,180,587	$	7,860,650	$	7,861,771


(1)	Transportation fuels consist 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 revenue include revenues attributable to our Refining and Lubricants and Specialty Products segments of $210.7 million and $38.2 million, respectively, for the three months ended June 30, 2019, $380.6 million and $87.2 million, respectively, for the six months ended June 30, 2019, $192,884 and $50,512, respectively, for the three months ended June 30, 2018, and $354,840 and $96,313, respectively, for the six months ended June 30, 2018.


(4)	Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our refineries.


(5)	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 the acquisition of Sonneborn on February 1, 2019. The following table presents changes to our contract liabilities during the six months ended June 30, 2019.



	January 1, 2019		Sonneborn Acquisition	Increase		Recognized as Revenue			June 30, 2019
	(In thousands)
Accrued liabilities	$	132	6,463	$	10,813	$	(12,906	)	$	4,502

As of June 30, 2019, 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 2021. Such volumes are typically nominated in the month preceding delivery and delivered ratably throughout the following month. 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:



	Remainder of 2019	2020	2021	Thereafter	Total
	(In thousands)
Refined product sales volumes (barrels)	15,173	7,456	1,847	—	24,476

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 of revenues through 2022. Annual minimum revenues attributable to HEP’s third-party contracts as of June 30, 2019 are presented below:



	Remainder of 2019		2020		2021		Thereafter		Total
	(In thousands)
HEP contractual minimum revenues	$	21,493	$	18,862	$	11,574	$	2,019	$	53,948


NOTE 6:	Fair Value Measurements

Our financial instruments measured at fair value on a recurring basis consist of derivative instruments and RINs 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 credit obligations at June 30, 2019 and December 31, 2018 were as follows:



			Fair Value by Input Level
	Carrying Amount		Level 1		Level 2		Level 3
	(In thousands)
June 30, 2019
Assets:
Commodity price swaps	$	20,412	$	—	$	20,412	$	—
Commodity forward contracts	456		—		456		—
Total assets	$	20,868	$	—	$	20,868	$	—

Liabilities:
NYMEX futures contracts	$	2,645	$	2,645	$	—	$	—
Foreign currency forward contracts	1,553		—		1,553		—
RINs credit obligations ⁽¹⁾	3,485		—		3,485		—
Total liabilities	$	7,683	$	2,645	$	5,038	$	—



December 31, 2018
Assets:
NYMEX futures contracts	$	2,473	$	2,473	$	—	$	—
Foreign currency forward contracts	25,956		—		25,956		—
Commodity price swaps	10,817		—		10,817		—
Commodity forward contracts	1,034		—		1,034		$	—
Total assets	$	40,280	$	2,473	$	37,807	$	—

Liabilities:
Commodity price swaps	$	956	$	—	$	956	$	—
Commodity forward contracts	1,137		—		1,137		—
RINs credit obligations ⁽¹⁾	4,084		—		4,084		—
Total liabilities	$	6,177	$	—	$	6,177	$	—


(1)	Represent obligations for RINs credits for which we do not have sufficient quantities at June 30, 2019 and December 31, 2018 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 foreign currency forward contracts, commodity price swaps and forward sales and purchase contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the commodity price swap contracts is based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable input and quoted forward commodity prices with respect to our commodity price swaps. RINs credit obligations are valued based on current market RINs 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.


NOTE 7:	Earnings Per Share

Basic earnings per share is calculated as net income attributable to HollyFrontier stockholders divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from restricted shares and performance share units. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income attributable to HollyFrontier stockholders:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders	$	196,915	$	345,507	$	449,970	$	613,598
Participating securities’ (restricted stock) share in earnings	283		1,196		647		2,147
Net income attributable to common shares	$	196,632	$	344,311	$	449,323	$	611,451
Average number of shares of common stock outstanding	169,356		175,899		170,100		176,256
Effect of dilutive variable restricted shares andperformance share units ⁽¹⁾	1,191		1,687		1,164		1,564
Average number of shares of common stock outstanding assuming dilution	170,547		177,586		171,264		177,820
Basic earnings per share	$	1.16	$	1.96	$	2.64	$	3.47
Diluted earnings per share	$	1.15	$	1.94	$	2.62	$	3.44
⁽¹⁾ Excludes anti-dilutive restricted and performance share units of:	160		648		131		753


NOTE 8:	Stock-Based Compensation

We have a principal share-based compensation plan (the “Long-Term Incentive Compensation Plan”). The compensation cost charged against income for the plan was $11.9 million and $7.8 million for the three months ended June 30, 2019 and 2018, respectively, and $20.8 million and $15.8 million for the six months ended June 30, 2019 and 2018, respectively. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting is to expense the costs ratably over the vesting periods.

Additionally, HEP maintains a share-based compensation plan for Holly Logistic Services, L.L.C.’s non-employee directors and certain executives and employees. Compensation cost attributable to HEP’s share-based compensation plan was $0.6 million and $0.7 million for the three months ended June 30, 2019 and 2018, respectively, and $1.2 million and $1.5 million for the six months ended June 30, 2019 and 2018, respectively.

Restricted Stock and Restricted Stock Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock unit awards with awards generally vesting over a period of three years. We previously granted restricted stock to certain officers and key employees with awards vesting over a period of three years. Certain restricted stock unit award recipients have the right to receive dividends, however, restricted stock units do not have any other rights of absolute ownership. Restricted stock award recipients are generally entitled to all the rights of absolute ownership of the restricted shares from the date of grant including the right to vote the shares and to receive dividends. Upon vesting, restrictions on the restricted stock and restricted stock units lapse at which time they convert to common shares or cash. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock and restricted stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period. We account for forfeitures on an estimated basis.

A summary of restricted stock and restricted stock unit activity during the six months ended June 30, 2019 is presented below:



Restricted Stock and Restricted Stock Units	Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)

Outstanding at January 1, 2019 (non-vested)	1,196,914		$	46.81
Granted	40,056		53.27
Vesting (transfer/conversion to common stock)	(10,723	)	49.58
Forfeited	(21,119	)	45.76
Outstanding at June 30, 2019 (non-vested)	1,205,128		47.02		$	55,773

For the six months ended June 30, 2019, restricted stock and restricted stock units vested having a grant date fair value of $0.5 million. As of June 30, 2019, there was $20.7 million of total unrecognized compensation cost related to non-vested restricted stock and restricted stock unit grants. That cost is expected to be recognized over a weighted-average period of 1.1 years.

Performance Share Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees performance share units, which are payable in stock or cash upon meeting certain criteria over the service period, and generally vest over a period of three years. Under the terms of our performance share unit grants, awards are subject to “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to a peer group of independent refining companies, while market performance is based on the relative standing of total shareholder return achieved by HollyFrontier compared to peer group companies. The number of shares ultimately issued under these awards can range from zero to 200% of target award amounts.

A summary of performance share unit activity during the six months ended June 30, 2019 is presented below:



Performance Share Units	Grants

Outstanding at January 1, 2019 (non-vested)	662,431
Granted	6,086
Forfeited	(4,516	)
Outstanding at June 30, 2019 (non-vested)	664,001

As of June 30, 2019, there was $10.7 million of total unrecognized compensation cost related to non-vested performance share units having a grant date fair value of $47.24 per unit. That cost is expected to be recognized over a weighted-average period of 1.2 years.


NOTE 9:	Inventories

Inventories consist of the following components:



	June 30, 2019			December 31, 2018
	(In thousands)
Crude oil	$	526,419		$	503,705
Other raw materials and unfinished products⁽¹⁾	341,708			360,124
Finished products⁽²⁾	747,151			662,713
Lower of cost or market reserve	(175,593		)	(360,138		)
Process chemicals⁽³⁾	35,852			31,413
Repair and maintenance supplies and other ⁽⁴⁾	161,044			156,562
Total inventory	$	1,636,581		$	1,354,379


(1)	Other raw materials and unfinished products include feedstocks and blendstocks, other than crude.


(2)	Finished products include gasolines, jet fuels, diesels, lubricants, asphalts, LPG’s and residual fuels.


(3)	Process chemicals include additives and other chemicals.


(4)	Includes RINs.

Our inventories that are valued at the lower of LIFO cost or market reflect a valuation reserve of $175.6 million and $360.1 million at June 30, 2019 and December 31, 2018, respectively. The December 31, 2018 market reserve of $360.1 million was reversed due to the sale of inventory quantities that gave rise to the 2018 reserve. A new market reserve of $175.6 million was established as of June 30, 2019 based on market conditions and prices at that time. The effect of the change in lower of cost or market reserve was an increase to cost of products sold totaling $47.8 million for the three months ended June 30, 2019 and a decrease of $106.9 million for the three months ended June 30, 2018 and a decrease to cost of products sold totaling $184.5 million and $210.8 million for the six months ended June 30, 2019 and 2018, respectively.

At June 30, 2019, the LIFO value of inventory, net of the lower of cost or market reserve, was equal to current costs.

During the three months ended June 30, 2018, the EPA granted the Woods Cross Refinery a one-year small refinery exemption from the Renewable Fuel Standard (“RFS”) program requirements for the 2017 calendar year end. As a result, the Woods Cross Refinery’s gasoline and diesel production are not subject to the Renewable Volume Obligation (“RVO”) for 2017. In the second quarter of 2018, we increased our inventory of RINs and reduced our cost of products sold by $25.3 million, representing the net cost of the Woods Cross Refinery’s RINs charge to cost of products sold in 2017, less the loss incurred for selling 2017 vintage RINs in excess of those which we can use subject to the 20% carryover limit.

During the three months ended March 31, 2018, the EPA granted the Cheyenne Refinery a one-year small refinery exemption from the RFS program requirements for the 2015 and 2017 calendar years end. As a result, the Cheyenne Refinery’s gasoline and diesel production are not subject to the RVO for those years. At the date we received the 2017 Cheyenne Refinery exemption, we had not yet retired RINs to satisfy the 2017 RVO, which we intended to satisfy, in part, with 2016 vintage RINs subject to the 20% carryover limit. In the first quarter of 2018, we increased our inventory of RINs and reduced our cost of products sold by $37.9 million, representing the net cost of the Cheyenne Refinery’s RINs charged to cost of products sold in 2017, less the loss incurred from selling 2016 vintage RINs prior to their expiration in 2018.

In the first quarter of 2018, the EPA provided us 2018 vintage RINs to replace the RINs previously submitted to meet the Cheyenne Refinery’s 2015 RVO. In the first quarter of 2018, we increased our inventory of RINs and reduced our cost of products sold by $33.8 million representing the fair value of the 2018 replacement RINs obtained from the Cheyenne Refinery’s exemption of its 2015 RVO.

Various subsidiaries of HollyFrontier have intervened in three lawsuits brought by renewable fuel interest groups against the EPA in federal appellate courts alleging violations of the RFS under the Clean Air Act and challenging the EPA’s handling of small refinery exemptions. We believe the EPA correctly applied applicable law to the matters at issue and will vigorously defend the EPA’s position on small refinery exemptions. It is too early to assess whether the cases are expected to have any impact on us.


NOTE 10:	Environmental

Environmental costs are charged to operating expenses if they relate to an existing condition caused by past operations and do not contribute to current or future revenue generation. We have ongoing investigations of environmental matters at various locations 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 $2.3 million and $1.3 million for the three months ended June 30, 2019 and 2018, respectively, and $3.7 million and $1.6 million for the six months ended June 30, 2019 and 2018, respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $110.4 million and $110.2 million at June 30, 2019 and December 31, 2018, respectively, of which $92.8 million and $93.8 million, respectively, were classified as other long-term liabilities. These accruals include remediation and monitoring costs expected to be incurred over an extended period of time (up to 30 years for certain projects). Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.


NOTE 11:	Debt

HollyFrontier Credit Agreement

We have a $1.35 billion senior unsecured revolving credit facility maturing in February 2022 (the “HollyFrontier Credit Agreement”). The HollyFrontier 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. At June 30, 2019, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $4.4 million under the HollyFrontier Credit Agreement.

HEP Credit Agreement

HEP has a $1.4 billion senior secured revolving credit facility maturing in July 2022 (the “HEP Credit Agreement”) and 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 a $300 million accordion. During the six months ended June 30, 2019, HEP received advances totaling $175.0 million and repaid $156.5 million under the HEP Credit Agreement. At June 30, 2019, HEP was in compliance with all of its covenants, had outstanding borrowings of $941.5 million and no outstanding letters of credit under the HEP Credit Agreement.

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 Senior Notes

Our 5.875% senior notes ($1 billion aggregate principal amount maturing April 2026) (the “HollyFrontier Senior Notes”) are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness.

HollyFrontier Financing Arrangements

In December 2018, 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 total cash received of $32.5 million. The volume of the precious metals catalyst and the lease rate are fixed over the one-year term of each lease, and the lease payments are recorded as interest expense. At maturity, we must repurchase the precious metals catalyst at its then fair market value. These financing arrangements are recorded at a Level 2 fair value totaling $34.8 million at June 30, 2019 and are included in “Accrued liabilities” in our consolidated balance sheets. See Note 6 for additional information on Level 2 inputs.

HEP Senior Notes

HEP’s 6.0% senior notes ($500 million aggregate principal amount maturing August 2024) (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants. Additionally, HEP has certain redemption rights under the HEP Senior Notes.

Indebtedness under the HEP Senior Notes is guaranteed by 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:



	June 30, 2019			December 31, 2018
	(In thousands)
HollyFrontier 5.875% Senior Notes
Principal	$	1,000,000		$	1,000,000
Unamortized discount and debt issuance costs	(6,878		)	(7,360		)
	993,122			992,640

HEP Credit Agreement	941,500			923,000

HEP 6% Senior Notes
Principal	500,000			500,000
Unamortized discount and debt issuance costs	(3,790		)	(4,100		)
	496,210			495,900

Total HEP long-term debt	1,437,710			1,418,900

Total long-term debt	$	2,430,832		$	2,411,540

The fair values of the senior notes are as follows:



	June 30, 2019		December 31, 2018
	(In thousands)

HollyFrontier senior notes	$	1,095,910	$	1,019,160

HEP senior notes	$	517,375	$	488,310

These fair values are based on a Level 2 input. See Note 6 for additional information on Level 2 inputs.

We capitalized interest attributable to construction projects of $0.5 million and $1.0 million for the three months ended June 30, 2019 and 2018, respectively, and $1.1 million and $1.9 million for the six months ended June 30, 2019 and 2018, respectively.

NOTE 12: 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 and foreign exchange swap 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 have swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas and to lock in basis spread differentials on forecasted purchases of crude oil. 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. 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 (“OCI”) and earnings due to fair value adjustments and maturities of derivatives designated as 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 June 30,					Income Statement Location	Three Months Ended June 30,
Derivatives Designated as Cash Flow Hedging Instruments	2019			2018		Income Statement Location	2019			2018
	(In thousands)
Commodity contracts	$	(6,014	)	$	1,521	Sales and other revenues	$	—		$	(5,317	)
						Cost of products sold	5,674			—
						Operating expenses	(353		)	(281		)
Total	$	(6,014	)	$	1,521		$	5,321		$	(5,598	)



	Unrealized Gain (Loss) Recognized in OCI					Gain (Loss) Reclassified into Earnings
Derivatives Designated as Cash Flow Hedging Instruments	Six Months Ended June 30,					Income Statement Location	Six Months Ended June 30,
Derivatives Designated as Cash Flow Hedging Instruments	2019		2018			Income Statement Location	2019			2018
	(In thousands)
Commodity contracts	$	7,934	$	(3,995	)	Sales and other revenues	$	(1,799	)	$	(3,671	)
						Cost of products sold	9,295			—
						Operating expenses	(533		)	(736		)
Total	$	7,934	$	(3,995	)		$	6,963		$	(4,407	)

Economic Hedges

We have commodity contracts including contracts to lock in basis spread differentials on forecasted purchases of crude oil, forward purchase and sell contracts and NYMEX futures contracts to lock in prices on forecasted purchases and sales of inventory 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 11 could require repayment under certain conditions based on the futures price of platinum, which is an embedded derivative. These contracts are measured at fair value with offsetting adjustments (gains/losses) recorded directly to income.

The following table presents the pre-tax effect on income due to maturities and fair value adjustments of our economic hedges:



	Gain (Loss) Recognized in Earnings
Derivatives Not Designated as Hedging Instruments	Income Statement Location	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	Income Statement Location	2019			2018			2019			2018
		(In thousands)
Commodity contracts	Cost of products sold	$	338		$	(7,461	)	$	(7,079	)	$	(12,328	)
	Interest expense	741			—			(1,275		)	—
Foreign currency contracts	Gain (loss) on foreign currency transactions	(7,090		)	9,359			(14,696		)	25,556
	Total	$	(6,011	)	$	1,898		$	(23,050	)	$	13,228

As of June 30, 2019, we have the following notional contract volumes related to outstanding derivative instruments:



		Notional Contract Volumes by Year of Maturity
	Total Outstanding Notional	2019	2020	2021	Unit of Measure
Derivatives Designated as Hedging Instruments
Natural gas price swaps - long	4,500,000	900,000	1,800,000	1,800,000	MMBTU
Crude oil price swaps (basis spread) - long	7,150,000	2,392,000	4,758,000	—	Barrels

Derivatives Not Designated as Hedging Instruments
NYMEX futures (WTI) - short	924,000	924,000	—	—	Barrels
Crude oil price swaps (basis spread) - long	1,464,000	—	1,464,000	—	Barrels
Forward gasoline and diesel contracts - long	400,000	400,000	—	—	Barrels
Foreign currency forward contracts	435,734,135	223,084,671	212,649,464	—	U.S. dollar
Forward commodity contracts (platinum)	41,147	41,147	—	—	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)
June 30, 2019
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	20,460	$	(2,665	)	$	17,795	$	—	$	—	$	—
	$	20,460	$	(2,665	)	$	17,795	$	—	$	—	$	—

Derivatives not designated as cash flow hedging instruments:
Foreign currency forward contracts	$	—	$	—		$	—	$	1,553	$	—	$	1,553
NYMEX futures contracts	—		—			—		2,645		—		2,645
Commodity price swap contracts	2,617		—			2,617		—		—		—
Commodity forward contracts	456		—			456		—		—		—
	$	3,073	$	—		$	3,073	$	4,198	$	—	$	4,198

Total net balance						$	20,868					$	4,198

Balance sheet classification:	Prepayment and other					$	17,615	Accrued liabilities				$	4,198
	Intangibles and other					3,253		Other long-term liabilities				—
						$	20,868					$	4,198



December 31, 2018
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	11,790	$	(973	)	$	10,817	$	1,755	$	(799	)	$	956
	$	11,790	$	(973	)	$	10,817	$	1,755	$	(799	)	$	956

Derivatives not designated as cash flow hedging instruments:
Foreign currency forward contracts	$	25,956	$	—		$	25,956	$	—	$	—		$	—
NYMEX futures contracts	2,473		—			2,473		—		—			—
Commodity forward contracts	1,034		—			1,034		1,137		—			1,137
	$	29,463	$	—		$	29,463	$	1,137	$	—		$	1,137

Total net balance						$	40,280						$	2,093

Balance sheet classification:	Prepayment and other					$	37,982	Accrued liabilities					$	1,137
	Intangibles and other					2,298		Other long-term liabilities					956
						$	40,280						$	2,093

At June 30, 2019, we had a pre-tax net unrealized gain of $17.8 million classified in accumulated other comprehensive income that relates to all accounting hedges having contractual maturities through 2021. Assuming commodity prices remain unchanged, an unrealized gain of $15.7 million will be effectively transferred from accumulated other comprehensive income into the statement of income as the hedging instruments contractually mature over the next twelve-month period.


NOTE 13:	Equity

In September 2018, our Board of Directors approved a $1 billion share repurchase program, which replaced all existing share repurchase programs, authorizing us to repurchase common stock in the open market or through privately negotiated transactions. The timing and amount of stock repurchases will depend on market conditions and corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. As of June 30, 2019, we had remaining authorization to repurchase up to $508.9 million under this stock repurchase program. In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs.

During the six months ended June 30, 2019 and 2018, we withheld 2,484 and 12,469, respectively, shares 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.


NOTE 14:	Other Comprehensive Income

The components and allocated tax effects of other comprehensive income are as follows:



	Before-Tax			Tax Expense (Benefit)			After-Tax
	(In thousands)
Three Months Ended June 30, 2019
Net change in foreign currency translation adjustment	$	9,160		$	1,950		$	7,210
Net unrealized loss on hedging instruments	(6,014		)	(1,534		)	(4,480		)
Net change in pension and other post-retirement benefit obligations	74			—			74
Other comprehensive income attributable to HollyFrontier stockholders	$	3,220		$	416		$	2,804

Three Months Ended June 30, 2018
Net change in foreign currency translation adjustment	$	(11,503	)	$	(2,422	)	$	(9,081	)
Net unrealized gain on hedging instruments	1,521			388			1,133
Other comprehensive loss attributable to HollyFrontier stockholders	$	(9,982	)	$	(2,034	)	$	(7,948	)

Six Months Ended June 30, 2019
Net change in foreign currency translation adjustment	$	13,523		$	2,855		$	10,668
Net unrealized gain on hedging instruments	7,934			2,023			5,911
Other comprehensive income attributable to HollyFrontier stockholders	$	21,457		$	4,878		$	16,579

Six Months Ended June 30, 2018
Net change in foreign currency translation adjustment	$	(23,443	)	$	(4,886	)	$	(18,557	)
Net unrealized loss on hedging instruments	(3,995		)	(1,024		)	(2,971		)
Other comprehensive loss attributable to HollyFrontier stockholders	$	(27,438	)	$	(5,910	)	$	(21,528	)

The following table presents the income statement line item effects for reclassifications out of accumulated other comprehensive income (“AOCI”):



AOCI Component	Gain (Loss) Reclassified From AOCI						Income Statement Line Item
	(In thousands)
	Three Months Ended June 30,
	2019			2018

Hedging instruments:
Commodity price swaps	$	—		$	(5,317	)	Sales and other revenues
	5,674			—			Cost of products sold
	(353		)	(281		)	Operating expenses
	5,321			(5,598		)
	1,357			(1,427		)	Income tax expense (benefit)
Total reclassifications for the period	$	3,964		$	(4,171	)	Net of tax

	Six Months Ended June 30,
	2019			2018

Hedging instruments:
Commodity price swaps	$	(1,799	)	$	(3,671	)	Sales and other revenues
	9,295			—			Cost of products sold
	(533		)	(736		)	Operating expenses
	6,963			(4,407		)
	1,776			(1,124		)	Income tax expense (benefit)
Total reclassifications for the period	$	5,187		$	(3,283	)	Net of tax

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



	June 30, 2019			December 31, 2018
	(In thousands)
Foreign currency translation adjustment	$	(2,008	)	$	(12,676	)
Unrealized loss on pension obligation	(1,404		)	(1,404		)
Unrealized gain on post-retirement benefit obligations	20,358			20,358
Unrealized gain on hedging instruments	13,256			7,345
Accumulated other comprehensive income	$	30,202		$	13,623


NOTE 15:	Post-retirement Plans

Our net periodic pension expense consisted of the following components:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In thousands)
Service cost - benefit earned during the period	$	1,198		$	1,106		$	2,397		$	2,235
Interest cost on projected benefit obligations	440			563			877			1,138
Expected return on plan assets	(811		)	(867		)	(1,621		)	(1,752		)
Amortization of loss	830			—			1,660			—
Net periodic pension expense	$	1,657		$	802		$	3,313		$	1,621

The expected long-term annual rates of return on plan assets are 5.00% and 2.2% for the PCLI and Sonneborn plans, respectively. These rates were used in measuring 2019 net periodic benefit costs.

The net periodic benefit credit of our post-retirement healthcare and other benefits plans consisted of the following components



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In thousands)
Service cost – benefit earned during the period	$	386		$	412		$	771		$	826
Interest cost on projected benefit obligations	266			234			531			471
Amortization of prior service credit	(870		)	(870		)	(1,741		)	(1,741		)
Amortization of gain	(22		)	—			(44		)	—
Net periodic post-retirement credit	$	(240	)	$	(224	)	$	(483	)	$	(444	)

The components, other than service cost, of our net periodic pension expense and net periodic post-retirement credit are recorded in Other, net in our consolidated statements of income.

Sonneborn has various post-retirement benefit plans for employees in the United States and in the Netherlands.

The plans for Sonneborn employees in the Netherlands include a defined benefit pension plan which was frozen and all plan participants became inactive in 2016. The plan assets are in the form of a third-party insurance contract that is valued based on the assets held by the insurer and insures a value which approximates the accrued benefits related to the plan’s accumulated benefit obligation. A new multiemployer pension plan was established in 2016, which is accounted for as a defined contribution plan. Also, in 2016, a new plan was established to provide future indexation benefits to participants who had accrued benefits under the expiring arrangements. Such benefits are funded by Sonneborn Refined Products B.V.

The plans for Sonneborn employees in the United States include a post-retirement medical plan and a multiemployer plan for union employees. These plans are accounted for as defined contribution plans.


NOTE 16:	Contingencies

We are a party to various litigation and legal proceedings which we believe, based on advice of counsel, will not either individually or in the aggregate have a material adverse effect on our financial condition, results of operations or cash flows.

We have a crude oil supply contract that requires the supplier to deliver a specified volume of crude oil or pay a shortfall fee for the difference in the actual barrels delivered to us less the specified barrels per the supply contract. For the contract year ended August 31, 2017, the actual number of barrels delivered to us was substantially less than the specified barrels, and we recorded a reduction to cost of products sold and accumulated a shortfall fee receivable of $26.0 million during this period. In September 2017, the supplier notified us they are disputing the shortfall fee owed and in October 2017 notified us of their demand for arbitration. We offset the receivable with payments of invoices for deliveries of crude oil received subsequent to August 31, 2017, which is permitted under the supply contract. For the second contract year ended August 31, 2018, the actual number of barrels delivered to us was less than the specified barrels, and we recorded a reduction to cost of products sold and accumulated a shortfall fee receivable of $8.0 million during this period. We offset the receivable with payments of invoices for deliveries of crude oil received subsequent to August 31, 2018, which is permitted under the supply contract. The shortfall fees owed for the second contract year are now also part of the arbitration proceedings. In February 2019, the arbitration panel ruled in our favor on our motion for summary judgment. In May 2019, we and the supplier reached a settlement agreement, and this matter is now closed.

In March 2006, a subsidiary of ours sold the assets of Montana Refining Company under an Asset Purchase Agreement (“APA”). Calumet Montana Refining LLC, the current owner of the assets, has submitted requests for reimbursement of approximately $20.0 million pursuant to contractual indemnity provisions under the APA for various costs incurred. Calumet has also asserted claims related to environmental matters. We have rejected all of the currently pending claims for payment, and selected issues were arbitrated in July 2018. In September 2018, the arbitration panel ruled on the selected issues and held that the APA places a number of important limitations on claims advanced by Calumet. The remaining issues were heard by the arbitration panel in April 2019, and the arbitration panel’s decision is expected in August 2019. We have accrued appropriate costs for this matter, and we believe that any reasonably possible losses beyond the amounts accrued are not material.

We filed a business interruption claim with our insurance carriers related to a fire at our Woods Cross Refinery that occurred in the first quarter 2018. As of June 30, 2019, we have collected interim payments totaling $56.0 million, but have not reached a final agreement regarding the amounts owed to us pursuant to our business interruption coverage. We have accounted for this claim as a gain contingency and accordingly, we have deferred revenue recognition for the interim payments received until such time that uncertainties regarding the amounts owed to us have been resolved.


NOTE 17:	Segment Information

Our operations are organized into three reportable segments, Refining, Lubricants and Specialty Products and HEP. Our operations that are not included in the Refining, Lubricants and Specialty Products and HEP 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 Corporate, Other and Eliminations column.

The Refining segment represents the operations of the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries and HFC Asphalt (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. HFC Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma.

The Lubricants and Specialty Products segment involves PCLI’s 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. Also, effective with our acquisition that closed August 1, 2018, the Lubricants and Specialty Products segment includes Red Giant Oil, one of the largest suppliers of locomotive engine oil in North America, and effective with our acquisition that closed February 1, 2019, 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 processing units in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. The HEP segment also includes a 75% ownership interest in UNEV (a consolidated subsidiary of HEP); and 50% ownership interests in each of the Osage Pipeline and the Cheyenne 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 our Annual Report on Form 10-K for the year ended December 31, 2018.



	Refining			Lubricants and Specialty Products			HEP		Corporate, Other and Eliminations			Consolidated Total
	(In thousands)
Three Months Ended June 30, 2019
Sales and other revenues:
Revenues from external customers	$	4,208,776		$	545,346		$	28,382	$	111		$	4,782,615
Intersegment revenues	88,484			—			102,369		(190,853		)	—
	$	4,297,260		$	545,346		$	130,751	$	(190,742	)	$	4,782,615
Cost of products sold (exclusive of lower of cost or market inventory)	$	3,458,832		$	415,353		$	—	$	(169,301	)	$	3,704,884
Lower of cost or market inventory valuation adjustment	$	47,801		$	—		$	—	$	—		$	47,801
Operating expenses	$	252,715		$	59,122		$	40,608	$	(19,193	)	$	333,252
Selling, general and administrative expenses	$	29,638		$	42,087		$	1,988	$	11,604		$	85,317
Depreciation and amortization	$	76,225		$	23,020		$	24,241	$	3,422		$	126,908
Goodwill impairment	$	—		$	152,712		$	—	$	—		$	152,712
Income (loss) from operations	$	432,049		$	(146,948	)	$	63,914	$	(17,274	)	$	331,741
Earnings of equity method investments	$	—		$	—		$	1,783	$	—		$	1,783
Capital expenditures	$	33,899		$	9,331		$	7,034	$	6,470		$	56,734

Three Months Ended June 30, 2018
Sales and other revenues:
Revenues from external customers	$	3,987,115		$	459,405		$	24,746	$	(30	)	$	4,471,236
Intersegment revenues	91,866			8,284			94,014		(194,164		)	—
	$	4,078,981		$	467,689		$	118,760	$	(194,194	)	$	4,471,236
Cost of products sold (exclusive of lower of cost or market inventory) ⁽¹⁾	$	3,394,853		$	373,141		$	—	$	(172,078	)	$	3,595,916
Lower of cost or market inventory valuation adjustment	$	(106,926	)	$	—		$	—	$	—		$	(106,926	)
Operating expenses ⁽¹⁾	$	262,558		$	19,905		$	34,533	$	(20,781	)	$	296,215
Selling, general and administrative expenses	$	26,201		$	35,257		$	2,673	$	4,544		$	68,675
Depreciation and amortization	$	72,989		$	10,020		$	24,609	$	2,761		$	110,379
Income (loss) from operations	$	429,306		$	29,366		$	56,945	$	(8,640	)	$	506,977
Earnings of equity method investments	$	—		$	—		$	1,734	$	—		$	1,734
Capital expenditures	$	42,188		$	16,842		$	18,957	$	1,950		$	79,937

(1) During the three months ended June 30, 2018, we recognized an adjustment in our Lubricants and Specialty Products segment to correct an expense misclassification related to the three months ended March 31, 2018, whereby $24 million of inventory transportation costs were classified as operating expenses, which should have been included in cost of products sold.



	Refining			Lubricants and Specialty Products			HEP		Corporate, Other and Eliminations			Consolidated Total
	(In thousands)
Six Months Ended June 30, 2019
Sales and other revenues:
Revenues from external customers	$	7,581,442		$	1,038,680		$	59,520	$	220		$	8,679,862
Intersegment revenues	163,228			—			205,728		(368,956		)	—
	$	7,744,670		$	1,038,680		$	265,248	$	(368,736	)	$	8,679,862
Cost of products sold (exclusive of lower of cost or market inventory)	$	6,421,372		$	804,370		$	—	$	(321,653	)	$	6,904,089
Lower of cost or market inventory valuation adjustment	$	(184,545	)	$	—		$	—	$	—		$	(184,545	)
Operating expenses	$	517,212		$	112,681		$	78,121	$	(43,170	)	$	664,844
Selling, general and administrative expenses	$	56,615		$	81,806		$	4,608	$	30,322		$	173,351
Depreciation and amortization	$	150,640		$	43,191		$	48,071	$	6,427		$	248,329
Goodwill impairment	$	—		$	152,712		$	—	$	—		$	152,712
Income (loss) from operations	$	783,376		$	(156,080	)	$	134,448	$	(40,662	)	$	721,082
Earnings of equity method investments	$	—		$	—		$	3,883	$	—		$	3,883
Capital expenditures	$	75,662		$	17,190		$	17,752	$	9,865		$	120,469

Six Months Ended June 30, 2018
Sales and other revenues:
Revenues from external customers	$	7,645,262		$	902,271		$	52,203	$	(73	)	$	8,599,663
Intersegment revenues	182,904			10,258			195,441		(388,603		)	—
	$	7,828,166		$	912,529		$	247,644	$	(388,676	)	$	8,599,663
Cost of products sold (exclusive of lower of cost or market inventory)	$	6,606,557		$	680,672		$	—	$	(344,188	)	$	6,943,041
Lower of cost or market inventory valuation adjustment	$	(210,764	)	$	—		$	—	$	—		$	(210,764	)
Operating expenses	$	502,405		$	84,813		$	70,736	$	(41,451	)	$	616,503
Selling, general and administrative expenses	$	52,572		$	65,911		$	5,795	$	9,061		$	133,339
Depreciation and amortization	$	140,164		$	18,884		$	49,750	$	5,922		$	214,720
Income (loss) from operations	$	737,232		$	62,249		$	121,363	$	(18,020	)	$	902,824
Earnings of equity method investments	$	—		$	—		$	3,013	$	—		$	3,013
Capital expenditures	$	84,962		$	25,380		$	31,570	$	7,565		$	149,477



	Refining		Lubricants and Specialty Products		HEP		Corporate, Other and Eliminations		Consolidated Total
	(In thousands)
June 30, 2019
Cash and cash equivalents	$	7,213	$	170,593	$	6,941	$	729,897	$	914,644
Total assets	$	7,075,770	$	2,247,858	$	2,188,139	$	592,724	$	12,104,491
Long-term debt	$	—	$	—	$	1,437,710	$	993,122	$	2,430,832

December 31, 2018
Cash and cash equivalents	$	7,236	$	80,931	$	3,045	$	1,063,540	$	1,154,752
Total assets	$	6,465,155	$	1,506,209	$	2,142,027	$	881,210	$	10,994,601
Long-term debt	$	—	$	—	$	1,418,900	$	992,640	$	2,411,540

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

This Item 2 contains “forward-looking” statements. See “Forward-Looking Statements” at the beginning of Part I of this Quarterly Report on Form 10-Q. References herein to HollyFrontier Corporation (“HollyFrontier”) include HollyFrontier and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we,” “our,” “ours” and “us” refer only to HollyFrontier and its consolidated subsidiaries or to HollyFrontier or an individual subsidiary and not to any other person with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include Holly Energy Partners, L.P. (“HEP”) and its subsidiaries as consolidated subsidiaries of HollyFrontier, unless when used in disclosures of transactions or obligations between HEP and HollyFrontier or its other subsidiaries. This document contains certain disclosures of agreements that are specific to HEP and its consolidated subsidiaries and do not necessarily represent obligations of HollyFrontier. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries.

OVERVIEW

We are an independent petroleum refiner and marketer that produces high-value light products such as gasoline, diesel fuel, jet fuel and other specialty products. We own and operate refineries located in El Dorado, Kansas (the “El Dorado Refinery”), Tulsa, Oklahoma (the “Tulsa Refineries”), which comprise two production facilities, the Tulsa West and East facilities, Artesia, New Mexico, which operates in conjunction with crude, vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), Cheyenne, Wyoming (the “Cheyenne Refinery”) and Woods Cross, Utah (the “Woods Cross Refinery”). 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. In addition, we produce base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries. We also own a 57% limited partner interest and a non-economic general partner interest in HEP, a master limited partnership that provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries.

On November 12, 2018, we entered into an equity purchase agreement to acquire 100% of the issued and outstanding capital stock of Sonneborn US Holdings Inc. and 100% of the membership rights in Sonneborn Coöperatief U.A. (collectively, “Sonneborn”). The acquisition closed on February 1, 2019. Cash consideration paid was $662.7 million. Sonneborn is a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe.

On July 10, 2018, we entered into a definitive agreement to acquire Red Giant Oil Company LLC (“Red Giant Oil”), a privately-owned lubricants company. The acquisition closed on August 1, 2018. Cash consideration paid was $54.2 million. Red Giant Oil is one of the largest suppliers of locomotive engine oil in North America and is headquartered in Council Bluffs, Iowa with storage and distribution facilities in Iowa, Kansas, Utah and Wyoming, along with a blending and packaging facility in Texas.

For the three months ended June 30, 2019, net income attributable to HollyFrontier stockholders was $196.9 million compared to $345.5 million for the three months ended June 30, 2018. For the six months ended June 30, 2019, net income attributable to HollyFrontier stockholders was $450.0 million compared to $613.6 million for the six months ended June 30, 2018. Overall gross refining margins per produced barrel sold for the three months ended June 30, 2019 increased 19% over the same period of 2018 due to higher 2019 crude differentials. Included in our financial results for the second quarter was a goodwill impairment charge of $152.7 million related to our Lubricants and Specialty Products segment and an inventory reserve adjustment that decreased pre-tax earnings by $47.8 million.

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 renewable identification numbers (“RINs”), in lieu of such blending. Compliance with RFS significantly increases our cost of products sold, with RINs costs totaling $31.0 million for the three months ended June 30, 2019.

OUTLOOK

For the third quarter of 2019, despite tightening crude differentials, we expect crack spreads to experience typical seasonal strength based on continued demand growth for gasoline and diesel. Operationally, we have no major planned downtime until September, and we expect to run between 440,000 to 450,000 barrels per day of crude oil.

Table of Content

In our Lubricants and Specialty Products segment, we expect the Rack Forward business to perform well based on the seasonal uptick in demand for finished products. We expect this to be offset somewhat by further cyclical weakness and oversupply in the base oil markets which will depress Rack Back earnings in the third quarter.

At HEP, we anticipate seasonal weakness in the third quarter and an annual distribution growth rate of 2% and coverage to average 1.0x for the full year of 2019.

A more detailed discussion of our financial and operating results for the three and six months ended June 30, 2019 and 2018 is presented in the following sections.

Table of Content

RESULTS OF OPERATIONS

Financial Data



	Three Months Ended June 30,						Change from 2018
	2019			2018			Change			Percent
	(In thousands, except per share data)
Sales and other revenues	$	4,782,615		$	4,471,236		$	311,379		7	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)	3,704,884			3,595,916			108,968			3
Lower of cost or market inventory valuation adjustment	47,801			(106,926		)	154,727			(145	)
	3,752,685			3,488,990			263,695			8
Operating expenses (exclusive of depreciation and amortization)	333,252			296,215			37,037			13
Selling, general and administrative expenses (exclusive of depreciation and amortization)	85,317			68,675			16,642			24
Depreciation and amortization	126,908			110,379			16,529			15
Goodwill impairment	152,712			—			152,712			—
Total operating costs and expenses	4,450,874			3,964,259			486,615			12
Income from operations	331,741			506,977			(175,236		)	(35	)
Other income (expense):
Earnings of equity method investments	1,783			1,734			49			3
Interest income	4,588			2,934			1,654			56
Interest expense	(34,264		)	(32,324		)	(1,940		)	6
Gain (loss) on foreign currency transactions	2,213			(325		)	2,538			(781	)
Other, net	92			1,364			(1,272		)	(93	)
	(25,588		)	(26,617		)	1,029			(4	)
Income before income taxes	306,153			480,360			(174,207		)	(36	)
Income tax expense	89,336			117,447			(28,111		)	(24	)
Net income	216,817			362,913			(146,096		)	(40	)
Less net income attributable to noncontrolling interest	19,902			17,406			2,496			14
Net income attributable to HollyFrontier stockholders	$	196,915		$	345,507		$	(148,592	)	(43	)%
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	1.16		$	1.96		$	(0.80	)	(41	)%
Diluted	$	1.15		$	1.94		$	(0.79	)	(41	)%
Cash dividends declared per common share	$	0.33		$	0.33		$	—		—	%
Average number of common shares outstanding:
Basic	169,356			175,899			(6,543		)	(4	)%
Diluted	170,547			177,586			(7,039		)	(4	)%

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	Six Months Ended June 30,						Change from 2018
	2019			2018			Change			Percent
	(In thousands, except per share data)
Sales and other revenues	$	8,679,862		$	8,599,663		$	80,199		1	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization):
Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment)	6,904,089			6,943,041			(38,952		)	(1	)
Lower of cost or market inventory valuation adjustment	(184,545		)	(210,764		)	26,219			(12	)
	6,719,544			6,732,277			(12,733		)	—
Operating expenses (exclusive of depreciation and amortization)	664,844			616,503			48,341			8
Selling, general and administrative expenses (exclusive of depreciation and amortization)	173,351			133,339			40,012			30
Depreciation and amortization	248,329			214,720			33,609			16
Goodwill impairment	152,712			—			152,712			—
Total operating costs and expenses	7,958,780			7,696,839			261,941			3
Income from operations	721,082			902,824			(181,742		)	(20	)
Other income (expense):
Earnings of equity method investments	3,883			3,013			870			29
Interest income	10,963			5,524			5,439			98
Interest expense	(70,911		)	(65,047		)	(5,864		)	9
Gain on foreign currency transactions	4,478			5,235			(757		)	(14	)
Other, net	649			2,710			(2,061		)	(76	)
	(50,938		)	(48,565		)	(2,373		)	5
Income before income taxes	670,144			854,259			(184,115		)	(22	)
Income tax expense	176,841			202,484			(25,643		)	(13	)
Net income	493,303			651,775			(158,472		)	(24	)
Less net income attributable to noncontrolling interest	43,333			38,177			5,156			14
Net income attributable to HollyFrontier stockholders	$	449,970		$	613,598		$	(163,628	)	(27	)%
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	2.64		$	3.47		$	(0.83	)	(24	)%
Diluted	$	2.62		$	3.44		$	(0.82	)	(24	)%
Cash dividends declared per common share	$	0.66		$	0.66		$	—		—	%
Average number of common shares outstanding:
Basic	170,100			176,256			(6,156		)	(3	)%
Diluted	171,264			177,820			(6,556		)	(4	)%

Balance Sheet Data



	June 30, 2019		December 31, 2018
	(Unaudited)
	(In thousands)
Cash and cash equivalents	$	914,644	$	1,154,752
Working capital	$	1,802,370	$	2,128,224
Total assets	$	12,104,491	$	10,994,601
Long-term debt	$	2,430,832	$	2,411,540
Total equity	$	6,530,999	$	6,459,059

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Other Financial Data



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In thousands)
Net cash provided by operating activities	$	752,734		$	394,361		$	969,550		$	728,145
Net cash used for investing activities	$	(55,584	)	$	(79,997	)	$	(782,309	)	$	(146,078	)
Net cash used for financing activities	$	(279,736	)	$	(114,004	)	$	(429,864	)	$	(229,715	)
Capital expenditures	$	56,734		$	79,938		$	120,469		$	149,477
EBITDA ⁽¹⁾	$	442,835		$	602,723		$	935,088		$	1,090,325

(1)

Earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” is calculated as net income attributable to HollyFrontier stockholders plus (i) interest expense, net of interest income, (ii) income tax provision, and (iii) depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants. EBITDA presented above is reconciled to net income under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.

Segment Operating Data

Our operations are organized into three reportable segments, Refining, Lubricants and Specialty Products and HEP. See Note 17 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments.

Refining Segment Operating Data

Our refinery operations include the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries. The following tables set forth information, including non-GAAP performance measures, about our consolidated refinery operations. The cost of products and refinery gross and net operating margins do not include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and amortization. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) ⁽¹⁾	264,290			289,820			238,890			258,930
Refinery throughput (BPD) ⁽²⁾	278,710			300,030			254,520			273,200
Sales of produced refined products (BPD) ⁽³⁾	273,010			270,710			245,450			261,950
Refinery utilization ⁽⁴⁾	101.7		%	111.5		%	91.9		%	99.6		%

Average per produced barrel ⁽⁵⁾
Refinery gross margin	$	17.17		$	11.90		$	14.51		$	11.30
Refinery operating expenses ⁽⁶⁾	5.02			4.89			5.74			5.02
Net operating margin	$	12.15		$	7.01		$	8.77		$	6.28

Refinery operating expenses per throughput barrel ⁽⁷⁾	$	4.92		$	4.41		$	5.54		$	4.82

Feedstocks:
Sweet crude oil	57		%	58		%	54		%	51		%
Sour crude oil	22		%	23		%	23		%	26		%
Heavy sour crude oil	16		%	16		%	17		%	18		%
Other feedstocks and blends	5		%	3		%	6		%	5		%
Total	100		%	100		%	100		%	100		%

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	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Sales of produced refined products:
Gasolines	51	%	49	%	52	%	51	%
Diesel fuels	34	%	35	%	31	%	33	%
Jet fuels	6	%	6	%	7	%	6	%
Fuel oil	1	%	1	%	1	%	1	%
Asphalt	2	%	3	%	3	%	3	%
Base oils	4	%	4	%	4	%	4	%
LPG and other	2	%	2	%	2	%	2	%
Total	100	%	100	%	100	%	100	%



Southwest Region (Navajo Refinery)
Crude charge (BPD) ⁽¹⁾	109,080			111,900			107,560			109,020
Refinery throughput (BPD) ⁽²⁾	119,480			120,340			117,860			118,510
Sales of produced refined products (BPD) ⁽³⁾	122,090			118,240			122,730			120,240
Refinery utilization ⁽⁴⁾	109.1		%	111.9		%	107.6		%	109.0		%

Average per produced barrel ⁽⁵⁾
Refinery gross margin	$	23.45		$	21.04		$	19.70		$	15.38
Refinery operating expenses ⁽⁶⁾	4.53			5.34			4.73			4.68
Net operating margin	$	18.92		$	15.70		$	14.97		$	10.70

Refinery operating expenses per throughput barrel ⁽⁷⁾	$	4.63		$	5.25		$	4.93		$	4.75

Feedstocks:
Sweet crude oil	24		%	34		%	20		%	32		%
Sour crude oil	67		%	59		%	71		%	60		%
Other feedstocks and blends	9		%	7		%	9		%	8		%
Total	100		%	100		%	100		%	100		%

Sales of produced refined products:
Gasolines	48		%	47		%	51		%	51		%
Diesel fuels	40		%	41		%	38		%	39		%
Fuel oil	4		%	3		%	3		%	2		%
Asphalt	6		%	5		%	5		%	4		%
LPG and other	2		%	4		%	3		%	4		%
Total	100		%	100		%	100		%	100		%



Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) ⁽¹⁾	79,660			61,760			80,440			71,560
Refinery throughput (BPD) ⁽²⁾	86,700			69,830			87,080			79,570
Sales of produced refined products (BPD) ⁽³⁾	74,000			64,870			78,000			77,460
Refinery utilization ⁽⁴⁾	82.1		%	63.7		%	82.9		%	73.8		%

Average per produced barrel ⁽⁶⁾
Refinery gross margin ⁽⁸⁾	$	22.48		$	27.89		$	17.07		$	25.05
Refinery operating expenses ⁽⁹⁾	11.53			14.34			11.11			11.58
Net operating margin ⁽⁸⁾	$	10.95		$	13.55		$	5.96		$	13.47

Refinery operating expenses per throughput barrel ⁽¹⁰⁾	$	9.84		$	13.33		$	9.95		$	11.28

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	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Feedstocks:
Sweet crude oil	34	%	18	%	35	%	26	%
Heavy sour crude oil	35	%	51	%	35	%	43	%
Black wax crude oil	23	%	20	%	22	%	21	%
Other feedstocks and blends	8	%	11	%	8	%	10	%
Total	100	%	100	%	100	%	100	%

Sales of produced refined products:
Gasolines	50	%	57	%	52	%	57	%
Diesel fuels	37	%	32	%	35	%	33	%
Fuel oil	4	%	3	%	4	%	2	%
Asphalt	6	%	5	%	6	%	4	%
LPG and other	3	%	3	%	3	%	4	%
Total	100	%	100	%	100	%	100	%



Consolidated
Crude charge (BPD) ⁽¹⁾	453,030			463,480			426,890			439,510
Refinery throughput (BPD) ⁽²⁾	484,890			490,200			459,460			471,280
Sales of produced refined products (BPD) ⁽³⁾	469,100			453,830			446,190			459,640
Refinery utilization ⁽⁴⁾	99.1		%	101.4		%	93.4		%	96.2		%

Average per produced barrel ⁽⁵⁾
Refinery gross margin	$	19.64		$	16.57		$	16.39		$	14.68
Refinery operating expenses ⁽⁶⁾	5.92			6.36			6.40			6.04
Net operating margin	$	13.72		$	10.21		$	9.99		$	8.64

Refinery operating expenses per throughput barrel ⁽⁷⁾	$	5.73		$	5.89		$	6.22		$	5.89

Feedstocks:
Sweet crude oil	44		%	46		%	42		%	42		%
Sour crude oil	29		%	29		%	31		%	30		%
Heavy sour crude oil	16		%	17		%	16		%	18		%
Black wax crude oil	4		%	3		%	4		%	3		%
Other feedstocks and blends	7		%	5		%	7		%	7		%
Total	100		%	100		%	100		%	100		%



Sales of produced refined products:
Gasolines	50	%	50	%	52	%	52	%
Diesel fuels	36	%	36	%	34	%	35	%
Jet fuels	4	%	4	%	4	%	3	%
Fuel oil	2	%	1	%	2	%	2	%
Asphalt	4	%	4	%	4	%	3	%
Base oils	2	%	2	%	2	%	2	%
LPG and other	2	%	3	%	2	%	3	%
Total	100	%	100	%	100	%	100	%


(1)	Crude charge represents the barrels per day of crude oil processed at our refineries.


(2)	Refinery throughput represents the barrels per day of crude and other refinery feedstocks input to the crude units and other conversion units at our refineries.


(3)	Represents barrels sold of refined products produced at our refineries (including HFC Asphalt) 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 457,000 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” following Item 3 of Part I of this Form 10-Q.

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(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.

Lubricants and Specialty Products Operating Data

The following table sets forth information about our lubricants and specialty products operations.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Lubricants and Specialty Products
Throughput (BPD)	16,990		18,610		18,390		20,100
Sales of produced refined products (BPD)	34,660		31,000		34,050		31,400

Sales of produced refined products:
Finished products	52	%	48	%	50	%	48	%
Base oils	32	%	32	%	29	%	32	%
Other	16	%	20	%	21	%	20	%
Total	100	%	100	%	100	%	100	%

Supplemental financial data attributable to our Lubricants and Specialty Products segment is presented below.



	Rack Back ⁽¹⁾			Rack Forward ⁽²⁾			Eliminations ⁽³⁾			Total Lubricants and Specialty Products
	(In thousands)
Three months ended June 30, 2019
Sales and other revenues	$	133,225		$	507,183		$	(95,062	)	$	545,346
Cost of products sold	$	131,725		$	378,690		$	(95,062	)	$	415,353
Operating expenses	$	30,585		$	28,537		$	—		$	59,122
Selling, general and administrative expenses	$	6,366		$	35,721		$	—		$	42,087
Depreciation and amortization	$	11,075		$	11,945		$	—		$	23,020
Goodwill impairment ⁽⁴⁾	$	152,712		$	—		$	—		$	152,712
Income (loss) from operations	$	(199,238	)	$	52,290		$	—		$	(146,948	)

Three months ended June 30, 2018
Sales and other revenues	$	175,642		$	425,461		$	(133,414	)	$	467,689
Cost of products sold	$	153,040		$	353,515		$	(133,414	)	$	373,141
Operating expenses ⁽⁵⁾	$	27,210		$	(7,305	)	$	—		$	19,905
Selling, general and administrative expenses	$	7,888		$	27,369		$	—		$	35,257
Depreciation and amortization	$	6,013		$	4,007		$	—		$	10,020
Income (loss) from operations	$	(18,509	)	$	47,875		$	—		$	29,366

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	Rack Back ⁽¹⁾			Rack Forward ⁽²⁾		Eliminations ⁽³⁾			Total Lubricants and Specialty Products
	(In thousands)
Six months ended June 30, 2019
Sales and other revenues	$	289,680		$	951,525	$	(202,525	)	$	1,038,680
Cost of products sold	$	277,543		$	729,352	$	(202,525	)	$	804,370
Operating expenses	$	60,145		$	52,536	$	—		$	112,681
Selling, general and administrative expenses	$	19,845		$	61,961	$	—		$	81,806
Depreciation and amortization	$	21,601		$	21,590	$	—		$	43,191
Goodwill impairment ⁽⁴⁾	$	152,712		$	—	$	—		$	152,712
Income (loss) from operations	$	(242,166	)	$	86,086	$	—		$	(156,080	)

Six months ended June 30, 2018
Sales and other revenues	$	349,074		$	824,500	$	(261,045	)	$	912,529
Cost of products sold	$	305,094		$	636,623	$	(261,045	)	$	680,672
Operating expenses	$	55,981		$	28,832	$	—		$	84,813
Selling, general and administrative expenses	$	14,707		$	51,204	$	—		$	65,911
Depreciation and amortization	$	11,641		$	7,243	$	—		$	18,884
Income (loss) from operations	$	(38,349	)	$	100,598	$	—		$	62,249

(1) Rack back consists of our PCLI base oil production activities, by-product sales to third parties and intra-segment base oil sales to rack forward.

(2) Rack forward activities include the purchase of base oils from rack back and the blending, packaging, marketing and distribution and sales of finished lubricants and specialty products to third parties.

(3) Intra-segment sales of rack back produced base oils to rack forward are eliminated under the “Eliminations” column.

(4) During the three months ended June 30, 2019, a goodwill impairment charge of $152.7 million was recorded in the PCLI reporting unit within the Lubricants and Specialty Products segment. We have separately allocated this charge for purposes of management’s discussion and analysis presentation of Rack Back and Rack Forward results entirely to Rack Back.

(5) During the three months ended June 30, 2018, we recognized an adjustment in our Rack Forward activities to correct an expense misclassification related to the three months ended March 31, 2018, whereby $24 million of inventory transportation costs were classified as operating expenses, which should have been included in cost of products sold.

Results of Operations – Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

Summary

Net income attributable to HollyFrontier stockholders for the three months ended June 30, 2019 was $196.9 million ($1.16 per basic and $1.15 per diluted share), a $148.6 million decrease compared to net income of $345.5 million ($1.96 per basic and $1.94 per diluted share) for the three months ended June 30, 2018. Net income decreased due principally to a goodwill impairment charge of $152.7 million, offset by an increase in gross refining margins and higher refining segment sales volumes. For the three months ended June 30, 2019, lower of cost or market inventory reserve adjustments decreased pre-tax earnings by $47.8 million compared to an increase of $106.9 million for the three months ended June 30, 2018. Refinery gross margins for the three months ended June 30, 2019 increased to $19.64 per barrel sold from $16.57 for the three months ended June 30, 2018.

Sales and Other Revenues

Sales and other revenues increased 7% from $4,471.2 million for the three months ended June 30, 2018 to $4,782.6 million for the three months ended June 30, 2019 due to higher refined product sales volumes and a year-over-year increase in second quarter sales prices. Sales and other revenues for the three months ended June 30, 2019 and 2018 included $28.4 million and $24.7 million, respectively, in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties. Additionally, sales and other revenues included $545.3 million and $459.4 million in unaffiliated revenues related to our Lubricants and Specialty Products segment for the three months ended June 30, 2019 and 2018, respectively. Sonneborn contributed $101.0 million in sales and other revenues for the three months ended June 30, 2019.

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Cost of Products Sold

Total cost of products sold increased 8% from $3,489.0 million for the three months ended June 30, 2018 to $3,752.7 million for the three months ended June 30, 2019, due principally to higher refined product sales volumes, partially offset by higher crude oil costs. Additionally during the second quarter of 2019, we recognized a lower of cost or market inventory valuation charge of $47.8 million compared a benefit of $106.9 million for the same period of 2018, resulting in a new $175.6 million inventory reserve at June 30, 2019. The reserve at June 30, 2019 is based on market conditions and prices at that time. Current period cost of products sold includes $64.9 million in costs attributable to our Sonneborn operations. During the second quarter of 2018, we recorded a $25.3 million RINs cost reduction as a result of our Woods Cross refinery small refinery exemption.

Gross Refinery Margins

Gross refinery margin per barrel sold increased 19% from $16.57 for the three months ended June 30, 2018 to $19.64 for the three months ended June 30, 2019. This was due to the effects of an increase in the average per barrel sold sales price during the current year quarter, partially offset by increased crude oil and feedstock prices. Gross refinery margin does not include the non-cash effects of lower of cost or market inventory valuation adjustments or depreciation and amortization. See “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q for a reconciliation to the income statement of sale prices of products sold and cost of products purchased.

Operating Expenses

Operating expenses, exclusive of depreciation and amortization, increased 13% from $296.2 million for the three months ended June 30, 2018 to $333.3 million for the three months ended June 30, 2019 due principally to higher repair and maintenance costs related to a February 2019 fire in an FCC unit at our El Dorado Refinery. During the three months ended June 30, 2018, we recognized an adjustment to correct an expense misclassification related to the three months ended March 31, 2018, whereby $24 million of inventory transportation costs were classified as operating expenses, which should have been included in cost of products sold. Also, prior year period operating expenses included higher repair and maintenance costs as a result of the Woods Cross Refinery fire and resulting damage in March 2018. Current period operating expenses include $13.8 million in costs attributable to our Sonneborn operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 24% from $68.7 million for the three months ended June 30, 2018 to $85.3 million for the three months ended June 30, 2019 due principally to higher legal and professional fees and salary costs. Current period selling, general and administrative expenses include $8.0 million in costs attributable to our Sonneborn operations. Additionally, direct acquisition and integration costs of our recently acquired Sonneborn operations were $3.6 million for the three months ended June 30, 2019.

Depreciation and Amortization Expenses

Depreciation and amortization increased 15% from $110.4 million for the three months ended June 30, 2018 to $126.9 million for the three months ended June 30, 2019. This increase was due principally to depreciation and amortization attributable to capitalized improvement projects and capitalized refinery turnaround costs. Current period depreciation and amortization expenses include $9.0 million in costs attributable to our Sonneborn operations.

Goodwill Impairment

During the three months ended June 30, 2019, we recorded goodwill impairment charges of $152.7 million that relate to PCLI. See Note 1 “Description of Business and Presentation of Financial Statements” in the Notes to Consolidated Financial Statements for additional information on the PCLI impairment.

Interest Income

Interest income for the three months ended June 30, 2019 was $4.6 million compared to $2.9 million for the three months ended June 30, 2018. This increase was due to higher interest rates during the current year quarter.

Interest Expense

Interest expense was $34.3 million for the three months ended June 30, 2019 compared to $32.3 million for the three months ended June 30, 2018. This increase was due to interest attributable to higher HEP debt levels and market interest rate increases during the current year quarter relative to the same period of 2018. For the three months ended June 30, 2019 and 2018, interest expense included $19.2 million and $17.6 million, respectively, in interest costs attributable to HEP operations.

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Gain (Loss) on Foreign Currency Transactions

Remeasurement adjustments resulting from the conversion of the intercompany financing structure on our PCLI acquisition from local currencies to the U.S. dollar resulted in a $2.2 million gain and a $0.3 million loss for the three months ended June 30, 2019 and 2018, respectively. For the three months ended June 30, 2019 and 2018, gain (loss) on foreign currency translation included a loss of $7.1 million and a gain of $9.4 million, respectively, on foreign exchange forward contracts (utilized as an economic hedge).

Income Taxes

For the three months ended June 30, 2019, we recorded income tax expense of $89.3 million compared to $117.4 million for the three months ended June 30, 2018. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest, were 29.2% and 24.4% for the three months ended June 30, 2019 and 2018, respectively.

Results of Operations – Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Summary

Net income attributable to HollyFrontier stockholders for the six months ended June 30, 2019 was $450.0 million ($2.64 per basic and $2.62 per diluted share), a $163.6 million decrease compared to net income attributable to HollyFrontier stockholders of $613.6 million ($3.47 per basic and $3.44 per diluted share) for the six months ended June 30, 2018. Net income decreased due principally to a goodwill impairment charge of $152.7 million and lower refining segment sales volumes, offset by an increase in gross refining margins. For the six months ended June 30, 2019, lower of cost or market inventory reserve adjustments increased pre-tax earnings by $184.5 million compared to $210.8 million for the six months ended June 30, 2018. Refinery gross margins for the six months ended June 30, 2019 increased to $16.39 per produced barrel from $14.68 for the six months ended June 30, 2018. During the six months ended June 30, 2018, our Cheyenne Refinery was granted a one-year small refinery exemption from the EPA for the 2015 and 2017 calendar years and our Woods Cross Refinery was granted a one-year small refinery exemption for 2017. As a result of these exemptions, we recorded reductions totaling $97.0 million to our cost of products sold.

Sales and Other Revenues

Sales and other revenues increased 1% from $8,599.7 million for the six months ended June 30, 2018 to $8,679.9 million for the six months ended June 30, 2019 due to a year-over-year increase in sales prices, partially offset by lower refined product volumes. Sales and other revenues for the six months ended June 30, 2019 and 2018 include $59.5 million and $52.2 million, respectively, in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties. Additionally, sales and other revenues included $1,038.7 million and $902.3 million in unaffiliated revenues related to our Lubricants and Specialty Products segment for the six months ended June 30, 2019 and 2018, respectively. Sonneborn contributed $165.4 million in sales and other revenues for the six months ended June 30, 2019.

Cost of Products Sold

Total cost of products sold decreased slightly from $6,732.3 million for the six months ended June 30, 2018 to $6,719.5 million for the six months ended June 30, 2019, due principally to lower refined product sales volumes. Additionally, during the six months ended June 30, 2019, we recognized a $184.5 million lower of cost or market inventory valuation benefit compared to $210.8 million for the same period of last year, resulting in a new $175.6 million inventory reserve at June 30, 2019. The reserve at June 30, 2019 is based on market conditions and prices at that time. Cost of products sold includes $115.3 million in costs attributable to our Sonneborn operations for the six months ended June 30, 2019. During the six months ended June 30, 2018, we recorded a $97.0 million RINs cost reduction as a result of our Cheyenne Refinery and Woods Cross Refinery small refinery exemptions.

Gross Refinery Margins

Gross refinery margin per barrel sold increased 12% from $14.68 for the six months ended June 30, 2018 to $16.39 for the six months ended June 30, 2019. This was due to the effects of an increase in the average per barrel sold sales price, partially offset by increased crude oil and feedstock prices during the current year-to-date period. Gross refinery margin does not include the non-cash effects of lower of cost or market inventory valuation adjustments or depreciation and amortization. See “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q for a reconciliation to the income statement of sales prices of products sold and cost of products purchased.

Operating Expenses

Operating expenses, exclusive of depreciation and amortization, increased 8% from $616.5 million for the six months ended June 30, 2018 to $664.8 million for the six months ended June 30, 2019 due principally to higher repair and maintenance costs related to a February 2019 fire in an FCC unit at our El Dorado Refinery. Prior year period operating expenses included higher repair and maintenance costs as a result of the Woods Cross Refinery fire and resulting damage in March 2018. Current year operating expenses include $23.5 million in costs attributable to our Sonneborn operations.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 30% from $133.3 million for the six months ended June 30, 2018 to $173.4 million for the six months ended June 30, 2019 due principally to higher legal and professional fees and salary costs. Current year selling, general and administrative expenses include $13.1 million in costs attributable to our Sonneborn operations. Additionally, direct acquisition and integration costs of our recently acquired Sonneborn operations were $16.2 million for the six months ended June 30, 2019. We incurred $3.6 million in integration costs of our PCLI business during the six months ended June 30, 2018.

Depreciation and Amortization Expenses

Depreciation and amortization increased 16% from $214.7 million for the six months ended June 30, 2018 to $248.3 million for the six months ended June 30, 2019. This increase was due principally to depreciation and amortization attributable to capitalized improvement projects and capitalized refinery turnaround costs. Current year depreciation and amortization expenses include $15.3 million in costs attributable to our Sonneborn operations.

Goodwill Impairment

During the six months ended June 30, 2019, we recorded goodwill impairment charges of $152.7 million that relate to PCLI. See Note 1 “Description of Business and Presentation of Financial Statements” in the Notes to Consolidated Financial Statements for additional information on the PCLI impairment.

Interest Income

Interest income for the six months ended June 30, 2019 was $11.0 million compared to $5.5 million for the six months ended June 30, 2018. This increase was due to higher interest rates and higher cash balances during the current year-to-date period.

Interest Expense

Interest expense was $70.9 million for the six months ended June 30, 2019 compared to $65.0 million for the six months ended June 30, 2018. This increase was due to interest attributable to higher HEP debt levels and market interest rate increases during the current year relative to the same period of 2018. For the six months ended June 30, 2019 and 2018, interest expense included $38.3 million and $35.2 million, respectively, in interest costs attributable to HEP operations.

Gain on Foreign Currency Transactions

Remeasurement adjustments resulting from the conversion of the intercompany financing structure on our PCLI acquisition from local currencies to the U.S. dollar resulted in a $4.5 million gain for the six months ended June 30, 2019, and a $5.2 million gain for the six months ended June 30, 2018. For the six months ended June 30, 2019 and 2018, gain on foreign currency translation included a loss of $14.7 million and a gain of $25.6 million, respectively, on foreign exchange forward contracts (utilized as an economic hedge).

Income Taxes

For the six months ended June 30, 2019, we recorded income tax expense of $176.8 million compared to $202.5 million for the six months ended June 30, 2018. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest, were 26.4% and 23.7% for the six months ended June 30, 2019 and 2018, respectively.

LIQUIDITY AND CAPITAL RESOURCES

HollyFrontier Credit Agreement

HollyFrontier Financing Arrangements

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HEP Credit Agreement

See Note 11 “Debt” in the Notes to Consolidated Financial Statements for additional information on our debt instruments.

HEP Common Unit Continuous Offering Program

In May 2016, HEP established a continuous offering program under which HEP may issue and sell common units from time to time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. During the six months ended June 30, 2019, HEP did not issue any common units under this program. As of June 30, 2019, HEP has issued 2,413,153 units under this program, providing $82.3 million in gross proceeds.

Liquidity

We believe our current cash and cash equivalents, along with future internally generated cash flow and funds available under our credit facilities, will provide sufficient resources to fund currently planned capital projects and our liquidity needs for the foreseeable future. In addition, components of our growth strategy include the expansion of existing units at our facilities and selective acquisition of complementary assets for our refining operations intended to increase earnings and cash flow.

As of June 30, 2019, our cash and cash equivalents totaled $914.6 million. We consider all highly-liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. These primarily consist of investments in conservative, highly-rated instruments issued by financial institutions, government and corporate entities with strong credit standings and money market funds.

Cash and cash equivalents decreased $240.1 million for the six months ended June 30, 2019. Net cash used for investing and financing activities of $782.3 million, and $429.9 million, respectively, exceeded net cash provided by operating activities of $969.6 million.

Cash Flows – Operating Activities

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Net cash flows provided by operating activities were $969.6 million for the six months ended June 30, 2019 compared to $728.1 million for the six months ended June 30, 2018, an increase of $241.4 million. Net income for the six months ended June 30, 2019 was $493.3 million, a decrease of $158.5 million compared to $651.8 million for the six months ended June 30, 2018. Non-cash adjustments to net income consisting of depreciation and amortization, goodwill impairment, lower of cost or market inventory valuation adjustment, earnings of equity method investments, inclusive of distributions, gain / loss on sale of assets, deferred income taxes, equity-based compensation expense and fair value changes to derivative instruments totaled $327.8 million for the six months ended June 30, 2019 compared to $60.1 million for the same period in 2018. Adjusted for non-cash items, changes in working capital increased operating cash flows by $246.9 million and $88.0 million, for the six months ended June 30, 2019 and 2018, respectively. Additionally, for the six months ended June 30, 2019, turnaround expenditures increased to $110.3 million from $76.4 million from the same period of 2018.

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Cash Flows – Investing Activities and Planned Capital Expenditures

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Net cash flows used for investing activities were $782.3 million for the six months ended June 30, 2019 compared to $146.1 million for the six months ended June 30, 2018, an increase of $636.2 million. Current year investing activities reflect a net cash outflow of $662.7 million upon the acquisition of Sonneborn. Cash expenditures for properties, plants and equipment for the first six months of 2019 decreased to $120.5 million from $149.5 million for the same period in 2018. These include HEP capital expenditures of $17.8 million and $31.6 million for the six months ended June 30, 2019 and 2018, respectively.

Planned Capital Expenditures

HollyFrontier Corporation

Each year our Board of Directors approves our annual capital budget, which includes specific projects that management is authorized to undertake. Additionally, when conditions warrant or as new opportunities arise, additional projects may be approved. The funds appropriated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures appropriated in that year’s capital budget plus expenditures for projects appropriated in prior years which have not yet been completed. During 2019, we expect to spend approximately $510.0 million to $560.0 million in cash for capital projects and refinery turnarounds appropriated in 2019 and prior years. Refinery turnaround spending is amortized over the useful life of the turnaround. Our expected capital and turnaround cash spending for 2019 is as follows:



	Expected Cash Spending Range
	(In millions)
Type:
Capital	$	275.0	-	$	300.0
Turnarounds	235.0		-	260.0
Total	$	510.0	-	$	560.0

The refining industry is capital intensive and requires on-going investments to sustain our refining operations. This includes replacement of, or rebuilding, refinery units and components that extend the useful life. We also invest in projects that improve operational reliability and profitability via enhancements that improve refinery processing capabilities as well as production yield and flexibility. Our capital expenditures also include projects related to environmental, health and safety compliance and include initiatives as a result of federal and state mandates.

Our refinery operations and related emissions are highly regulated at both federal and state levels, and we invest in our facilities as needed to remain in compliance with these standards. Additionally, when faced with new emissions or fuels standards, we seek to execute projects that facilitate compliance and also improve the operating costs and / or yields of associated refining processes.

HEP

Each year the Holly Logistic Services, L.L.C. board of directors approves HEP’s annual capital budget, which specifies capital projects that HEP management is authorized to undertake. Additionally, at times when conditions warrant or as new opportunities arise, special projects may be approved. The funds allocated for a particular capital project may be expended over a period in excess of a year, depending on the time required to complete the project. Therefore, HEP’s planned capital expenditures for a given year consist of expenditures approved for capital projects included in its current year capital budget as well as, in certain cases, expenditures approved for capital projects in capital budgets for prior years. The 2019 HEP capital budget is comprised of $10.0 million for maintenance capital expenditures and $20.0 million to $25.0 million for expansion capital expenditures. HEP expects the majority of the expansion capital budget to be invested in refined product pipeline expansions, crude system enhancements, new storage tanks and enhanced blending capabilities at its racks. In addition, HEP may spend funds periodically to perform capital upgrades or additions to its assets where a customer reimburses HEP for such costs. The upgrades or additions would generally benefit the customer over the remaining live of the related service agreements.

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Cash Flows – Financing Activities

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Net cash flows used for financing activities were $429.9 million for the six months ended June 30, 2019 compared to $229.7 million for the six months ended June 30, 2018, an increase of $200.1 million. During the six months ended June 30, 2019, we purchased $267.0 million of treasury stock and paid $113.5 million in dividends. Also during this period, HEP received $175.0 million and repaid $156.5 million under the HEP Credit Agreement and paid distributions of $66.7 million to noncontrolling interests. During the six months ended June 30, 2018, we purchased $53.7 million of treasury stock and paid $117.5 million in dividends. Also during this period, HEP received $305.5 million and repaid $417.5 million under the HEP Credit Agreement, received $114.8 million in proceeds from the issuance of its common units and paid distributions of $60.8 million to noncontrolling interests.

Contractual Obligations and Commitments

HollyFrontier Corporation

There were no significant changes to our long-term contractual obligations during the six months ended June 30, 2019.

HEP

During the six months ended June 30, 2019, HEP had net borrowings of $18.5 million resulting in $941.5 million of outstanding borrowings under the HEP Credit Agreement at June 30, 2019. There were no other significant changes to HEP’s long-term contractual obligations during this period.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2018. Certain critical accounting policies that materially affect the amounts recorded in our consolidated financial statements include the use of the last-in, first-out (“LIFO”) method of valuing certain inventories, assessing the possible impairment of certain long-lived assets and goodwill, and assessing contingent liabilities for probable losses.

Inventory Valuation: Inventories related to our refining operations are stated at the lower of cost, using the LIFO method for crude oil and unfinished and finished refined 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.

At June 30, 2019, our lower of cost or market inventory valuation reserve was $175.6 million. This amount, or a portion thereof, is subject to reversal as a reduction to cost of products sold in subsequent periods as inventories giving rise to the reserve are sold, and a new reserve is established.

Inventories consisting of process chemicals, materials and maintenance supplies and RINs are stated at the lower of weighted-average cost or net realizable value. Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the FIFO method, or net realizable value.

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Goodwill and Long-lived Assets: As of June 30, 2019, our goodwill balance was $2.4 billion, with goodwill assigned to our Refining, Lubricants and Specialty Products and HEP segments of $1,733.5 million, $329.3 million and $312.9 million, respectively. 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 fair value of the reporting unit is greater than its carrying amount, 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.

Our long-lived assets principally consist of our refining assets that are organized as refining asset groups and the assets of our Lubricants and Specialty Products business. The refinery asset groups also constitute our individual refinery reporting units that are used for testing and measuring goodwill impairments. Our long-lived assets are evaluated for impairment by identifying whether indicators of impairment exist and if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss measured, if any, is equal to the amount by which the asset group’s carrying value exceeds its fair value.

Goodwill impairment

Contingencies

We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

RISK MANAGEMENT

We use certain strategies to reduce some commodity price and operational risks. We do not attempt to eliminate all market risk exposures when we believe that the exposure relating to such risk would not be significant to our future earnings, financial position, capital resources or liquidity or that the cost of eliminating the exposure would outweigh the benefit.

Commodity Price Risk Management

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Foreign Currency Risk Management

As of June 30, 2019, we have the following notional contract volumes related to all outstanding derivative instruments used to mitigate commodity price and foreign currency risk:



		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2019	2020	2021	Unit of Measure

Natural gas price swaps - long	4,500,000	900,000	1,800,000	1,800,000	MMBTU
Crude oil price swaps (basis spread) - long	8,614,000	2,392,000	6,222,000	—	Barrels
NYMEX futures (WTI) - short	924,000	924,000	—	—	Barrels
Forward gasoline and diesel contracts - long	400,000	400,000	—	—	Barrels
Foreign currency forward contracts	435,734,135	223,084,671	212,649,464	—	U.S. dollar
Forward commodity contracts (platinum) ⁽¹⁾	41,147	41,147	—	—	Troy ounces

(1) Represents an embedded derivative within our catalyst financing arrangements, which may be refinanced or require repayment under certain conditions. See Note 11 “Debt” in the Notes to Consolidated Financial Statements for additional information on these financing arrangements.

The following sensitivity analysis provides the hypothetical effects of market price fluctuations to the commodity positions hedged under our derivative contracts:



	Estimated Change in Fair Value at June 30,
Commodity-based Derivative Contracts	2019		2018
	(In thousands)
Hypothetical 10% change in underlying commodity prices	$	2,902	$	8,650

Interest Rate Risk Management

The market risk inherent in our fixed-rate debt is the potential change arising from increases or decreases in interest rates as discussed below.

For the fixed rate HollyFrontier Senior Notes and HEP Senior Notes, changes in interest rates will generally affect fair value of the debt, but not earnings or cash flows. The outstanding principal, estimated fair value and estimated change in fair value (assuming a hypothetical 10% change in the yield-to-maturity rates) for this debt as of June 30, 2019 is presented below:



	Outstanding Principal		Estimated Fair Value		Estimated Change in Fair Value
	(In thousands)
HollyFrontier Senior Notes	$	1,000,000	$	1,095,910	$	26,176
HEP Senior Notes	$	500,000	$	517,375	$	11,869

For the variable rate HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At June 30, 2019, outstanding borrowings under the HEP Credit Agreement were $941.5 million. A hypothetical 10% change in interest rates applicable to the HEP Credit Agreement would not materially affect cash flows.

Our operations are subject to hazards of petroleum processing operations, including fire, explosion and weather-related perils. We maintain various insurance coverages, including business interruption insurance, subject to certain deductibles. We are not fully insured against certain risks because such risks are not fully insurable, coverage is unavailable, or premium costs, in our judgment, do not justify such expenditures.

Financial information is reviewed on the counterparties in order to review and monitor their financial stability and assess their ongoing ability to honor their commitments under the derivative contracts. We have not experienced, nor do we expect to experience, any difficulty in the counterparties honoring their commitments.

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We have a risk management oversight committee consisting of members from our senior management. This committee oversees our risk enterprise program, monitors our risk environment and provides direction for activities to mitigate identified risks that may adversely affect the achievement of our goals.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

See “Risk Management” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

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

Earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, is calculated as net income attributable to HollyFrontier stockholders plus (i) interest expense, net of interest income, (ii) income tax provision, and (iii) depreciation and amortization. EBITDA is not a calculation provided for under GAAP; however, the amounts included in the EBITDA calculation are derived from amounts included in our consolidated financial statements. EBITDA should not be considered as an alternative to net income or operating income as an indication of our operating performance or as an alternative to operating cash flow as a measure of liquidity. EBITDA is not necessarily comparable to similarly titled measures of other companies. EBITDA is presented here because it is a widely used financial indicator used by investors and analysts to measure performance. EBITDA is also used by our management for internal analysis and as a basis for financial covenants.

Set forth below is our calculation of EBITDA.



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In thousands)
Net income attributable to HollyFrontier stockholders	$	196,915		$	345,507		$	449,970		$	613,598
Add income tax expense	89,336			117,447			176,841			202,484
Add interest expense	34,264			32,324			70,911			65,047
Subtract interest income	(4,588		)	(2,934		)	(10,963		)	(5,524		)
Add depreciation and amortization	126,908			110,379			248,329			214,720
EBITDA	$	442,835		$	602,723		$	935,088		$	1,090,325

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.

Below are reconciliations to our consolidated statements of income for refinery net operating and gross margin and operating expenses, in each case averaged per produced barrel sold. Due to rounding of reported numbers, some amounts may not calculate exactly.

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Reconciliation of average refining segment net operating margin per produced barrel sold to refinery gross margin to total sales

and other revenues



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(Dollars in thousands, except per barrel amounts)
Consolidated
Net operating margin per produced barrel sold	$	13.72		$	10.21		$	9.99		$	8.64
Add average refinery operating expenses per produced barrel sold	5.92			6.36			6.40			6.04
Refinery gross margin per produced barrel sold	19.64			16.57			16.39			14.68
Times produced barrels sold (BPD)	469,100			453,830			446,190			459,640
Times number of days in period	91			91			181			181
Refining segment gross margin	838,394			684,317			1,323,663			1,221,300
Add (subtract) rounding	34			(189		)	(365		)	309
Total refining segment gross margin	838,428			684,128			1,323,298			1,221,609
Add refining segment cost of products sold	3,458,832			3,394,853			6,421,372			6,606,557
Refining segment sales and other revenues	4,297,260			4,078,981			7,744,670			7,828,166
Add lubricants and specialty products segment sales and other revenues	545,346			467,689			1,038,680			912,529
Add HEP segment sales and other revenues	130,751			118,760			265,248			247,644
Subtract corporate, other and eliminations	(190,742		)	(194,194		)	(368,736		)	(388,676		)
Sales and other revenues	$	4,782,615		$	4,471,236		$	8,679,862		$	8,599,663

Reconciliation of average refining segment operating expenses per produced barrel sold to total operating expenses



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(Dollars in thousands, except per barrel amounts)
Consolidated
Average refinery operating expenses per produced barrel sold	$	5.92		$	6.36		$	6.40		$	6.04
Times produced barrels sold (BPD)	469,100			453,830			446,190			459,640
Times number of days in period	91			91			181			181
Refinery operating expenses	252,714			262,659			516,866			502,497
Add (subtract) rounding	1			(101		)	346			(92		)
Total refining segment operating expenses	252,715			262,558			517,212			502,405
Add lubricants and specialty products segment operating expenses	59,122			19,905			112,681			84,813
Add HEP segment operating expenses	40,608			34,533			78,121			70,736
Subtract corporate, other and eliminations	(19,193		)	(20,781		)	(43,170		)	(41,451		)
Operating expenses (exclusive of depreciation and amortization)	$	333,252		$	296,215		$	664,844		$	616,503

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Item 4.	Controls and Procedures

Evaluation of disclosure controls and procedures. Our principal executive officer and principal financial officer have evaluated, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2019.

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

In the ordinary course of business, we may become party to legal, regulatory or administrative proceedings or governmental investigations, including environmental and other matters. Damages or penalties may be sought from us in some matters and certain matters may require years to resolve. While the outcome and impact of these proceedings and investigations on us cannot be predicted with certainty, based on advice of counsel and information currently available to us, management believes that the resolution of these proceedings and investigations through settlement or adverse judgment will not either individually or in the aggregate have a material adverse effect on our financial condition, results of operations or cash flows.

The environmental proceedings are reported to comply with SEC regulations which require us to disclose proceedings arising under provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings may result in monetary sanctions of $100,000 or more.

Environmental Matters

Cheyenne

HollyFrontier Cheyenne Refining LLC (“HFCR”) has been engaged in discussions with the Wyoming Department of Environmental Quality (“WDEQ”) relating to Notices of Violations issued in late 2016 and 2018 for possible violations of air quality standards related to operation of certain refinery units at the Cheyenne Refinery in 2016 through 2018. HFCR and the WDEQ are working towards settlement of these matters.

El Dorado

HollyFrontier El Dorado Refining LLC (“HFEDR”) is engaged in discussions with, and has responded to document requests from, the EPA and the U.S. Department of Justice (“DOJ”) regarding potential Clean Air Act civil violations relating to flaring devices and other equipment at the refinery. Topics of the discussions include (a) three information requests for activities beginning in January 2009, (b) Risk Management Program compliance issues relating to a November 2014 inspection and subsequent events, (c) a Notice of Violation issued by the EPA in August 2017 and (d) possible late reporting under the Emergency Planning and Community Right-to-Know Act for the release of sulfur dioxide and visible emissions from October 2018. HFEDR is currently in a dialogue with the EPA about a possible settlement of potential and alleged civil violations for the foregoing items. We are currently unable to estimate the final amount of civil penalties that might be included in any settlement. HFEDR will continue to work with the EPA and DOJ to resolve these civil matters. Some of the foregoing civil investigations resulted from fires that occurred at the El Dorado Refinery in September 2017, October 2018 and March 2019. An employee fatality occurred during the September 2017 event.

The Occupational Safety and Health Administration (“OSHA”) has an ongoing investigation of the March 2019 event. HFEDR settled the OSHA claims related to an investigation of the September 2017 event. In April 2019, HFEDR became aware that the EPA also initiated a criminal investigation into one or more of the foregoing events. HFEDR has received a grand jury subpoena requesting certain documents be provided to the EPA with respect to the September 2017 event. We are cooperating with this investigation.

Tulsa

HollyFrontier Tulsa Refining LLC (“HFTR”) operates under two Consent Decrees with the EPA and the Oklahoma Department of Environmental Quality (“ODEQ”) for the East and West refineries. On December 13, 2017, during a meeting between the parties, ODEQ proposed stipulated penalties related to violations of the two Consent Decrees. The violations relate to Clean Air Act regulated fuel gas and flare operations. On July 1, 2019, ODEQ issued a demand letter for stipulated penalties under the East Refinery Consent Decree as proposed in the 2017 meeting. Payment of penalties is due within 60 days after receipt of the demand letter. A second demand letter from ODEQ is anticipated under the West Refinery Consent Decree. Additionally, on April 3, 2019, during a meeting between the parties, the EPA notified HFTR of potential monitoring violations of the Consent Decrees. HFTR is working with the ODEQ and the EPA to document a settlement agreement.

Woods Cross

HollyFrontier Woods Cross Refining LLC (“HFWCR”) received a settlement demand from the Utah Department of Environmental Quality’s Division of Air Quality (“DAQ”) for alleged violations associated with operation of HFWCR’s diesel-fired emergency engines. HFWCR is engaged in discussions with the DAQ to resolve this matter.

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Federal Trade Commission

On July 23, 2019, the Federal Trade Commission (“FTC”) issued a subpoena requesting we provide specified information relating to the Sonneborn acquisition that closed on February 1, 2019. We are in the process of responding to the FTC request. Based on the limited information that we have at this time, we are unable to predict the outcome of this request. On December 14, 2018, we received early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act from the FTC and Department of Justice with respect to the Sonneborn acquisition. On January 17, 2019, we received early termination of the applicable waiting period under the German antitrust laws with respect to the Sonneborn acquisition. Early termination is granted to transactions that the antitrust agencies determine raise no substantive competition concerns.

Renewable Fuel Standard

Various subsidiaries of HollyFrontier have intervened in three lawsuits brought by renewable fuel interest groups against the EPA in federal appellate courts alleging violations of the Renewable Fuel Standard under the Clean Air Act and challenging the EPA’s handling of small refinery exemptions. We believe the EPA correctly applied applicable law to the matters at issue and will vigorously defend the EPA’s position on small refinery exemptions.

Other

We are a party to various other litigation and proceedings that we believe, based on advice of counsel, will not either individually or in the aggregate have a materially adverse impact on our financial condition, results of operations or cash flows.


Item 1A.	Risk Factors

There have been no material changes in our risk factors as previously disclosed in Part 1, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. You should carefully consider the risk factors discussed in our 2018 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.


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

Under our common stock repurchase programs, repurchases are being made from time to time in the open market or privately negotiated transactions based on market conditions, securities law limitations and other factors. The following table includes repurchases made under these programs during the second quarter of 2019.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 2019	—	$	—	—	$	714,419,895
May 2019	1,170,000	$	43.03	1,170,000	$	664,075,326
June 2019	3,700,000	$	41.94	3,700,000	$	508,881,726
Total for April to June 2019	4,870,000			4,870,000


Item 6.	Exhibits

The Exhibit Index on page 60 of this Quarterly Report on Form 10-Q lists the exhibits that are filed or furnished, as applicable, as part of the Quarterly Report on Form 10-Q.

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Exhibit Index



Exhibit Number		Description

2.1		Waiver and Amendment to Equity Purchase Agreement, dated January 31, 2019, by and between Sonneborn Holdings, L.P., Sonneborn Co-op LLC, Sonneborn Coöperatief U.A. and HollyFrontier LSP Holdings LLC (incorporated by reference to Exhibit 2.7 of Registrant’s Annual Report on Form 10-K for the period ending December 31, 2018 filed February 20, 2019, File No. 1-03876).

3.1		Amended and Restated Certificate of Incorporation of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).

3.2		Amended and Restated By-Laws of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed February 20, 2014, File No. 1-03876).

10.1		First Amendment to Third Amended and Restated Crude Pipelines and Tankage Agreement, dated April 22, 2019, by and among HollyFrontier Navajo Refining LLC, HollyFrontier Woods Cross Refining LLC, HollyFrontier Refining & Marketing LLC, Holly Energy Partners - Operating, L.P., HEP Pipeline, L.L.C. and HEP Woods Cross, L.L.C. (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No. 1-03876).

10.2*+		Form of HollyFrontier Corporation Indemnification Agreement to be entered into with officers and directors of HollyFrontier Corporation and its subsidiaries.

10.3		Fifth Amended and Restated Master Throughput Agreement, dated as of July 1, 2019, by and between HollyFrontier Refining and Marketing LLC and Holly Energy Partners - Operating, L.P. (incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K Current Report filed July 2, 2019, File No. 1-03876).

31.1*		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101+		The following financial information from HollyFrontier Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

* Filed herewith.

** Furnished herewith.

+ Constitutes management contracts or compensatory plans or arrangements.

+ Filed electronically herewith.

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SIGNATURES

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




	HOLLYFRONTIER CORPORATION
	(Registrant)

Date: August 1, 2019		/s/ Richard L. Voliva III
		Richard L.Voliva III
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: August 1, 2019		/s/ J. W. Gann, Jr.
		J. W. Gann, Jr.
		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

Exhibit 10.2

HOLLYFRONTIER CORPORATION
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of [_________________] (this “Agreement”), is made by and between HollyFrontier Corporation, a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).

RECITALS:

A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.

B. Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the Company has been delegated to the officers of the Company.

C. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.

D. Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company. Because the success of the Company is based in large part on the performance of the directors and officers of the Company’s Controlled Affiliates, it is equally important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Controlled Affiliates.

E. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

F. The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation and (2) encouraging capable women and men to serve as directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.

G. The number of lawsuits challenging the judgment and actions of directors and officers of public companies, the costs of defending those lawsuits, and the threat to directors’ and officers’ personal assets have all materially increased over the past several years, chilling the willingness of capable women and men to undertake the responsibilities imposed on directors and officers.

H. Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate

governance obligations on directors and officers of public companies and have exposed such directors and officers to new and substantially broadened civil liabilities.

I. These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

J. Under Delaware law, a director’s or officer’s right to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director or officer and is separate and distinct from any right to indemnification the director or officer may be able to establish, and indemnification of the director or officer against criminal fines and penalties is permitted if the director or officer satisfies the applicable standard of conduct.

K. Indemnitee is a director and/or officer of the Company, and/or, at the request of the Company, serves as a director and/or officer of a Controlled Affiliate, and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.

L. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director and/or officer of the Company and/or a Controlled Affiliate and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide this protection pursuant to express contract rights, intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(f), to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

M. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending

or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(b) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(d) “Disinterested Director” means a Director who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e) “ERISA Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(f) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(g) “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(h) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving at the request of the Company

as a director, officer, employee, member, manager, trustee or agent, (it being understood that reimbursement by the Company for the expense of participation in any industry group or other non-profit organization shall be deemed to evidence that such service is or was at the request of the Company), (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(i) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(j) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(k) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(l) “Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(m) “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

2. Indemnification Obligation. Subject to Section 8, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that (a) except as provided in Sections 4 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim and (b) no repeal or amendment of any law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.

3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and shall be accepted by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

4. Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability

insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5. Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss; and/or (ii) the relative fault of the Company (and its other directors, managers, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

6. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

7. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

8. Determination of Right to Indemnification.

(a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in

accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required with respect to such Indemnifiable Claim.

(b) To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel, selected by the Indemnitee and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company or a Controlled Affiliate, such Standard of Conduct Determination may be made by or in the manner specified by the Board, any duly authorized committee of the Board or any duly authorized officer of the Company (unless Indemnittee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination shall be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c) The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of whether Indemnitee has

satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

9. Presumption of Entitlement.

(a) In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by the Directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(b) Without limiting the generality or effect of Section 8(a), (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company or its subsidiaries in the course of their duties, or on the advice of legal counsel for the Company or its subsidiaries, the Board, any committee of the Board or any director, or on information or records given or reports made to the Company or its subsidiaries, the Board, any committee of the Board or any director by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company or its subsidiaries, the Board, any committee of the Board or any director shall be deemed to be reasonable.

10. No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

11. Non‑Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

12. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company and/or a Controlled Affiliate, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company and/or its Controlled Affiliates that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors, managers and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against

other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(h). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of any Expenses incurred in connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(h)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15. Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

16. Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially

all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

17. Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next‑day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

19. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with

one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

21. Legal Fees and Expenses; Interest.

(a) It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses.

(b) Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid to Indemnitee.

22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the

singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Section” or “Exhibit” refer to the specified Section or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

HOLLYFRONTIER CORPORATION

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

By:

Name: George J. Damiris

Title: Chief Executive Officer and President

INDEMNITEE

[___________]

EXHIBIT A

UNDERTAKING

This Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated as of [___________] (the “Indemnification Agreement”), between HollyFrontier Corporation, a Delaware corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.

The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with ______________________ (the “Indemnifiable Claim”).

The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.

IN WITNESS WHEREOF, the undersigned has executed this Undertaking as of this _____ day of ______________, ____.

[___________]

Exhibit 31.1

CERTIFICATION

I, George J. Damiris, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of HollyFrontier Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting



August 1, 2019		/s/ George J. Damiris
		George J. Damiris
		Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Richard L. Voliva III, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of HollyFrontier Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's most recent fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 1, 2019		/s/ Richard L. Voliva III
		Richard L. Voliva III
		Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE

OFFICER UNDER SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the accompanying report on Form 10-Q for the quarterly period ended June 30, 2019 and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George J. Damiris, Chief Executive Officer of HollyFrontier Corporation (the “Company”) hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: August 1, 2019		/s/ George J. Damiris
		George J. Damiris
		Chief Executive Officer and President

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL

OFFICER UNDER SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the accompanying report on Form 10-Q for the quarterly period ended June 30, 2019 and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard L. Voliva III, Chief Financial Officer of HollyFrontier Corporation (the “Company”) hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: August 1, 2019		/s/ Richard L. Voliva III
		Richard L. Voliva III
		Executive Vice President and Chief Financial Officer