10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

FORM 10-Q

_________________________________________________________________

(Mark One)

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

For the quarterly period ended March 31, 2014

OR

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

For the transition period from    __________   to   ____________         

Commission File Number 1-3876

 _________________________________________________________________

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________

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

(214) 871-3555

(Registrant’s telephone number, including area code)

_________________________________________________________________

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

_________________________________________________________________

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

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

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

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

198,681,002 shares of Common Stock, par value $.01 per share, were outstanding on April 30, 2014.

HOLLYFRONTIER CORPORATION

INDEX

	Page
Forward-Looking Statements	3
PART I. FINANCIAL INFORMATION
Definitions	4
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2014 (Unaudited) and December 31, 2013	5
Consolidated Statements of Income (Unaudited)
Three Months Ended March 31, 2014 and 2013	6
Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended March 31, 2014 and 2013	7
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2014 and 2013	8
Notes to Consolidated Financial Statements (Unaudited)	9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles	43
Item 4. Controls and Procedures	46
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	47
Item 1A. Risk Factors	47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 6. Exhibits	48
Signatures	49
Index to Exhibits	50

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. 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. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

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

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

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

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

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

• effects of governmental and environmental regulations and policies;

• the availability and cost of our financing;

• the effectiveness of our capital investments and marketing strategies;

• our efficiency in carrying out construction projects;

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

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

• general economic conditions; and

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

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Form 10-Q, including without limitation, the forward-looking statements that are referred to above. This summary discussion should be read in conjunction with the discussion of the known material risk factors and other cautionary statements under the heading “Risk Factors” included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013 and in conjunction with the discussion in this Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Liquidity and Capital Resources.” All forward-looking statements included in this Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3

PART I. FINANCIAL INFORMATION

DEFINITIONS

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

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

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

“Biodiesel” means a clean alternative fuel produced from renewable biological resources.

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

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

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

“Ethanol” means a high octane gasoline blend stock that is used to make various grades of gasoline.

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

“Hydrodesulfurization” means to remove sulfur and nitrogen compounds from oil or gas in the presence of hydrogen and a catalyst at relatively high temperatures.

“Hydrogen plant” means a refinery unit that converts natural gas and steam to high purity hydrogen, which is then used in the hydrodesulfurization, hydrocracking and isomerization processes.

“Isomerization” means a refinery process for rearranging the structure of C5/C6 molecules without changing their size or chemical composition and is used to improve the octane of C5/C6 gasoline blendstocks.

“LPG” means liquid petroleum gases.

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

“MSAT2” means Control of Hazardous Air Pollutants from Mobile Sources, a rule issued by the U.S. Environmental Protection Agency to reduce hazardous emissions from motor vehicles and motor vehicle fuels.

“MMBTU” means one million British thermal units.

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

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

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

“WCS” means Western Canada Select crude oil and is made up of Canadian heavy conventional and bitumen crude oils blended with sweet synthetic and condensate diluents.

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

4

Item 1. Financial Statements

HOLLYFRONTIER CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	March 31, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (HEP: $4,879 and $6,352, respectively)	$	1,074,635		$	940,103
Marketable securities	709,468			725,160
Total cash, cash equivalents and short-term marketable securities	1,784,103			1,665,263
Accounts receivable: Product and transportation (HEP: $34,425 and $34,736, respectively)	668,105			665,098
Crude oil resales	20,233			43,704
	688,338			708,802
Inventories: Crude oil and refined products	1,501,121			1,241,448
Materials, supplies and other (HEP: $1,594 and $1,591, respectively)	89,171			112,799
	1,590,292			1,354,247
Income taxes receivable	12,431			109,376
Prepayments and other (HEP: $1,905 and $2,283, respectively)	110,345			58,756
Total current assets	4,185,509			3,896,444
Properties, plants and equipment, at cost (HEP: $1,212,988 and $1,199,594, respectively)	4,442,736			4,343,857
Less accumulated depreciation (HEP: $(207,911) and $(194,619), respectively)	(1,000,437		)	(949,261		)
	3,442,299			3,394,596
Marketable securities (long-term)	6,050			—
Other assets: Turnaround costs	239,423			258,436
Goodwill (HEP: $288,991 and $288,991, respectively)	2,331,922			2,331,922
Intangibles and other (HEP: $73,664 and $74,979, respectively)	175,355			175,341
	2,746,700			2,765,699
Total assets	$	10,380,558		$	10,056,739
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable (HEP: $15,753 and $22,898, respectively)	$	1,570,973		$	1,325,376
Accrued liabilities (HEP: $14,107 and $28,668, respectively)	121,003			125,115
Deferred income tax liabilities	224,534			223,999
Total current liabilities	1,916,510			1,674,490
Long-term debt (HEP: $833,790 and $807,630, respectively)	1,023,057			997,519
Deferred income taxes (HEP: $5,312 and $5,287, respectively)	644,333			616,842
Other long-term liabilities (HEP: $37,395 and $35,918, respectively)	148,157			158,490
Equity:
HollyFrontier stockholders’ equity:
Preferred stock, $1.00 par value – 5,000,000 shares authorized; none issued	—			—
Common stock $.01 par value – 320,000,000 shares authorized; 255,962,866 shares issued as of March 31, 2014 and December 31, 2013	2,560			2,560
Additional capital	3,998,926			3,990,630
Retained earnings	3,136,871			3,144,480
Accumulated other comprehensive income	54,064			822
Common stock held in treasury, at cost – 57,179,060 and 57,132,515 shares as of March 31, 2014 and December 31, 2013, respectively	(1,147,335		)	(1,138,872		)
Total HollyFrontier stockholders’ equity	6,045,086			5,999,620
Noncontrolling interest	603,415			609,778
Total equity	6,648,501			6,609,398
Total liabilities and equity	$	10,380,558		$	10,056,739

Parenthetical amounts represent asset and liability balances attributable to Holly Energy Partners, L.P. (“HEP”) as of March 31, 2014 and December 31, 2013. HEP is a consolidated variable interest entity.

See accompanying notes.

5

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	Three Months Ended March 31,
	2014			2013
Sales and other revenues	$	4,791,053		$	4,707,789
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization)	4,138,620			3,792,535
Operating expenses (exclusive of depreciation and amortization)	273,966			265,099
General and administrative expenses (exclusive of depreciation and amortization)	26,923			29,198
Depreciation and amortization	80,548			71,762
Total operating costs and expenses	4,520,057			4,158,594
Income from operations	270,996			549,195
Other income (expense):
Earnings (loss) of equity method investments	(801		)	59
Interest income	1,405			1,531
Interest expense	(12,347		)	(21,320		)
Loss on early extinguishment of debt	(7,677		)	—
	(19,420		)	(19,730		)
Income before income taxes	251,576			529,465
Income tax provision:
Current	93,293			206,627
Deferred	(5,679		)	(20,533		)
	87,614			186,094
Net income	163,962			343,371
Less net income attributable to noncontrolling interest	11,901			9,702
Net income attributable to HollyFrontier stockholders	$	152,061		$	333,669
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	0.76		$	1.64
Diluted	$	0.76		$	1.63
Cash dividends declared per common share	$	0.80		$	0.80
Average number of common shares outstanding:
Basic	198,297			202,726
Diluted	198,924			203,428

See accompanying notes.

6

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Three Months Ended March 31,
	2014			2013
Net income	$	163,962		$	343,371
Other comprehensive income:
Securities available-for-sale:
Unrealized gain on marketable securities	12			19
Reclassification adjustments to net income on sale or maturity of marketable securities	(1		)	(3		)
Net unrealized gain on marketable securities	11			16
Hedging instruments:
Change in fair value of cash flow hedging instruments	92,035			(10,346		)
Reclassification adjustments to net income on settlement of cash flow hedging instruments	(5,222		)	27,704
Amortization of unrealized loss attributable to discontinued cash flow hedges	270			939
Net unrealized gain on hedging instruments	87,083			18,297
Post-retirement benefit obligations:
Loss on post-retirement healthcare plan	(89		)	—
Post-retirement healthcare plan loss reclassified to net income	—			1,726
Net change in post-retirement benefit obligations	(89		)	1,726
Other comprehensive income before income taxes	87,005			20,039
Income tax expense	33,705			7,488
Other comprehensive income	53,300			12,551
Total comprehensive income	217,262			355,922
Less noncontrolling interest in comprehensive income	11,959			10,494
Comprehensive income attributable to HollyFrontier stockholders	$	205,303		$	345,428

See accompanying notes.

7

HOLLYFRONTIER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities:
Net income	$	163,962		$	343,371
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	80,548			71,762
Earnings of equity method investments, net of distributions	1,363			628
Loss on early extinguishment of debt attributable to unamortized discount	1,489			—
Deferred income taxes	(5,679		)	(20,533		)
Equity-based compensation expense	6,186			8,580
Change in fair value – derivative instruments	(10,546		)	(53,745		)
(Increase) decrease in current assets:
Accounts receivable	17,878			(22,294		)
Inventories	(236,045		)	(151,168		)
Income taxes receivable	96,945			37,053
Prepayments and other	10,010			3,866
Increase (decrease) in current liabilities:
Accounts payable	260,834			(40,964		)
Income taxes payable	—			151,403
Accrued liabilities	3,060			(9,846		)
Turnaround expenditures	(4,292		)	(69,835		)
Other, net	9,216			285
Net cash provided by operating activities	394,929			248,563
Cash flows from investing activities:
Additions to properties, plants and equipment	(103,677		)	(66,951		)
Additions to properties, plants and equipment – HEP	(20,604		)	(5,013		)
Proceeds from sale of property and equipment	—			2,290
Investment in Sabine Biofuels	(1,000		)	—
Net repayment of advances to Sabine Biofuels	2,586			—
Purchases of marketable securities	(244,030		)	(178,251		)
Sales and maturities of marketable securities	253,676			143,280
Net cash used for investing activities	(113,049		)	(104,645		)
Cash flows from financing activities:
Borrowings under credit agreement – HEP	421,300			57,000
Repayments under credit agreement – HEP	(246,600		)	(110,000		)
Redemption of senior notes – HEP	(156,188		)	—
Proceeds from sale of HEP common units	—			73,444
Proceeds from common unit offerings - HEP	—			73,444
Inventory repurchase obligation	21,126			—
Purchase of treasury stock	(13,988		)	(6,610		)
Dividends	(158,614		)	(102,163		)
Distributions to noncontrolling interest	(18,881		)	(15,288		)
Excess tax benefit from equity-based compensation	5,156			744
Purchase of units for incentive grants – HEP	(336		)	(2,719		)
Deferred financing costs and other	(323		)	2,973
Net cash used for financing activities	(147,348		)	(29,175		)
Cash and cash equivalents:
Increase for the period	134,532			114,743
Beginning of period	940,103			1,757,699
End of period	$	1,074,635		$	1,872,442
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	20,469		$	20,825
Income taxes	$	233		$	17,380

See accompanying notes.

8

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: Description of Business and Presentation of Financial Statements

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

We are principally an independent petroleum refiner that produces high-value light products such as gasoline, diesel fuel, jet fuel, specialty lubricant products, and specialty and modified asphalt. We own and operate petroleum refineries that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. As of March 31, 2014, we:

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

• owned and operated NK Asphalt Partners (“NK Asphalt”) which operates various asphalt terminals in Arizona and New Mexico;

• owned a 50% interest in Sabine Biofuels II, LLC (“Sabine Biofuels”), a biodiesel production facility located in Port Arthur, Texas; and

• owned a 39% interest in HEP, a consolidated variable interest entity (“VIE”), which includes our 2% general partner interest. HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Alon USA, Inc.'s (“Alon”) refinery in Big Spring, Texas. Additionally, HEP owns a 75% interest in UNEV Pipeline, LLC (“UNEV”), which owns a 12-inch refined products pipeline from Salt Lake City, Utah to Las Vegas, Nevada, together with terminal facilities in the Cedar City, Utah and North Las Vegas areas (the “UNEV Pipeline”) and a 25% interest in SLC Pipeline LLC (the “SLC Pipeline”), which owns a 95-mile intrastate pipeline system that serves refineries in the Salt Lake City area.

We have prepared these consolidated financial statements without audit. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of March 31, 2014, the consolidated results of operations and comprehensive income for the three months ended March 31, 2014 and 2013 and consolidated cash flows for the three months ended March 31, 2014 and 2013 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, 2013 that has been filed with the SEC.

Our results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 2014.

Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum industry. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances collateral, such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well as specific accounts identified as high risk, which historically have been minimal. Credit losses are charged to the allowance for doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was $2.4 million at March 31, 2014 and December 31, 2013.

9

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Inventories: We use the last-in, first-out (“LIFO”) method of valuing inventory. Under the LIFO method, an actual valuation of inventory can only be made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Goodwill: Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually, or more frequently if events or circumstances indicate the possibility of impairment. As of March 31, 2014, there have been no impairments to goodwill.

NOTE 2: Variable Interest Entities

Holly Energy Partners

HEP, a consolidated VIE, is a publicly held master limited partnership that was formed to acquire, own and operate the petroleum product and crude oil pipeline and terminal, tankage and loading rack facilities that support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. HEP also owns and operates refined product pipelines and terminals, located primarily in Texas, that serve Alon's refinery in Big Spring, Texas.

As of March 31, 2014, we owned a 39% interest in HEP, including the 2% general partner interest. As the general partner of HEP, we have the sole ability to direct the activities that most significantly impact HEP's financial performance. We are the primary beneficiary of HEP's earnings and cash flows and therefore we consolidate HEP. See Note 16 for supplemental guarantor/non-guarantor financial information, including HEP balances included in these consolidated financial statements.

HEP has two primary customers (including us) and generates revenues by charging tariffs for transporting petroleum products and crude oil though its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and storing and providing other services at its storage tanks and terminals. Under our long-term transportation agreements with HEP (discussed further below), we accounted for 83% of HEP’s total revenues for the three months ended March 31, 2014. We do not provide financial or equity support through any liquidity arrangements and / or debt guarantees to HEP.

HEP has outstanding debt under a senior secured revolving credit agreement and its senior notes. With the exception of the assets of HEP Logistics Holdings, L.P., one of our wholly-owned subsidiaries and HEP’s general partner, HEP’s creditors have no recourse to our other assets. Any recourse to HEP’s general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP are not significant. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 9 for a description of HEP’s debt obligations.

HEP has risk associated with its operations. If a major customer of HEP were to terminate its contracts or fail to meet desired shipping or throughput levels for an extended period of time, revenue would be reduced and HEP could suffer substantial losses to the extent that a new customer is not found. In the event that HEP incurs a loss, our operating results will reflect HEP’s loss, net of intercompany eliminations, to the extent of our ownership interest in HEP at that point in time.

Transportation Agreements

HEP serves our refineries under long-term pipeline and terminal, tankage and throughput agreements expiring from 2019 through 2026. Under these agreements, we pay HEP fees to transport, store and throughput volumes of refined product and crude oil on HEP's pipeline and terminal, tankage and loading rack facilities that result in minimum annual payments to HEP including UNEV (a consolidated subsidiary of HEP). Under these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the percentage change in Producer Price Index (“PPI”) or Federal Energy Regulatory Commission (“FERC”) index. As of March 31, 2014, these agreements result in minimum annualized payments to HEP of $225.5 million.

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

10

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

HEP Common Unit Offering

In March 2013, HEP closed on a public offering of 1,875,000 of its common units. Additionally, our wholly-owned subsidiary, HollyFrontier Holdings LLC, as a selling unitholder, closed on a public sale of 1,875,000 HEP common units held by it. HEP used net proceeds of $73.4 million to repay indebtedness incurred under its credit facility and for general partnership purposes. 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.

Sabine Biofuels

We have a 50% ownership interest in Sabine Biofuels, an unconsolidated VIE. This investment, accounted for using the equity method of accounting, had a carrying amount of $8.2 million at March 31, 2014 and is classified as a noncurrent asset under “Intangibles and other” in our consolidated balance sheets. Also, we have extended a working capital facility to Sabine Biofuels having an outstanding balance of $7.4 million at March 31, 2014.

NOTE 3: Financial Instruments

Our financial instruments consist of cash and cash equivalents, investments in marketable securities, accounts receivable, accounts payable, debt and derivative instruments. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value. HEP's outstanding credit agreement borrowings also approximate fair value as interest rates are reset frequently at current interest rates.

Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

• (Level 1) Quoted prices in active markets for identical assets or liabilities.

• (Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

• (Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

The carrying amounts and estimated fair values of our investments in marketable securities, derivative instruments and senior notes at March 31, 2014 and December 31, 2013 were as follows:

					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
March 31, 2014
Assets:
Marketable securities	$	715,518	$	715,518	$	—	$	715,518	$	—
Commodity price swaps	129,128		129,128		—		110,015		19,113
Forward sales contracts	2,089		2,089		—		—		2,089
HEP interest rate swaps	1,628		1,628		—		1,628		—
Total assets	$	848,363	$	848,363	$	—	$	827,161	$	21,202
Liabilities:
NYMEX futures contracts	$	3,450	$	3,450	$	3,450	$	—	$	—
Commodity price swaps	76,297		76,297		—		32,622		43,675
HollyFrontier senior notes	154,830		160,688		—		160,688		—
HEP senior notes	296,090		319,500		—		319,500		—
HEP interest rate swaps	1,677		1,677		—		1,677		—
Total liabilities	$	532,344	$	561,612	$	3,450	$	514,487	$	43,675

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
December 31, 2013
Assets:
Marketable securities	$	725,160	$	725,160	$	—	$	725,160	$	—
Commodity price swaps	43,284		43,284		—		36,312		6,972
HEP interest rate swaps	1,670		1,670		—		1,670		—
Total assets	$	770,114	$	770,114	$	—	$	763,142	$	6,972
Liabilities:
NYMEX futures contracts	$	3,569	$	3,569	$	3,569	$	—	$	—
Commodity price swaps	83,349		83,349		—		41,059		42,290
HollyFrontier senior notes	155,054		161,250		—		161,250		—
HEP senior notes	444,630		471,750		—		471,750		—
HEP interest rate swaps	1,814		1,814		—		1,814		—
Total liabilities	$	688,416	$	721,732	$	3,569	$	675,873	$	42,290

Level 1 Financial Instruments

Our NYMEX futures contracts are exchange traded and are measured and recorded at fair value using quoted market prices, a Level 1 input.

Level 2 Financial Instruments

Investments in marketable securities and derivative instruments consisting of commodity price swaps and HEP's interest rate swaps are measured and recorded at fair value using Level 2 inputs. The fair values of the commodity price and interest rate swap contracts are based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable inputs, quoted forward commodity prices with respect to our commodity price swaps and the forward London Interbank Offered Rate (“LIBOR”) yield curve with respect to HEP's interest rate swaps. The fair value of the marketable securities and senior notes is based on values provided by a third-party, which were derived using market quotes for similar type instruments, a Level 2 input.

Level 3 Financial Instruments

We have commodity price swap contracts that relate to forecasted sales of diesel and unleaded gasoline and forecasted purchases of WCS for which quoted forward market prices are not readily available. The forward rate used to value these price swaps is derived using a projected forward rate using quoted market rates for similar products, adjusted for regional pricing and grade differentials, a Level 3 input.

The following table presents the changes in fair value of our Level 3 assets and liabilities (all related to derivative instruments) for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
Level 3 Financial Instruments	2014			2013
	(In thousands)
Liability balance at beginning of period	$	(35,318	)	$	(33,658	)
Change in fair value:
Recognized in other comprehensive income	(22,137		)	(49,202		)
Recognized in cost of products sold	8,970			43,559
Settlement date fair value of contractual maturities:
Recognized in sales and other revenues	25,331			19,185
Recognized in cost of products sold	681			13,867
Liability balance at end of period	$	(22,473	)	$	(6,249	)

A hypothetical change of 10% to the estimated future cash flows attributable to our Level 3 commodity price swaps would result in an estimated fair value change of $2.5 million.

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HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

NOTE 4: Earnings Per Share

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

	Three Months Ended March 31,
	2014		2013
	(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders	$	152,061	$	333,669
Participating securities' share in earnings	466		1,294
Net income attributable to common shares	$	151,595	$	332,375
Average number of shares of common stock outstanding	198,297		202,726
Effect of dilutive variable restricted shares andperformance share units (1)	627		702
Average number of shares of common stock outstanding assuming dilution	198,924		203,428
Basic earnings per share	$	0.76	$	1.64
Diluted earnings per share	$	0.76	$	1.63
(1) Excludes anti-dilutive restricted and performance share units of:	14		—

NOTE 5: Stock-Based Compensation

As of March 31, 2014, we have two principal share-based compensation plans (collectively, the “Long-Term Incentive Compensation Plan”).

The compensation cost charged against income for these plans was $5.4 million and $7.5 million for the three months ended March 31, 2014 and 2013, 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 $0.8 million and $1.1 million for the three months ended March 31, 2014 and 2013, respectively.

Restricted Stock and Restricted Stock Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock and restricted stock unit awards with awards generally vesting over a period of one to three years. Restricted stock award recipients are generally entitled to all the rights of absolute ownership of the restricted shares from the date of grant including the right to vote the shares and to receive dividends. Upon vesting, restrictions on the restricted shares lapse at which time they convert to common shares. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock and restricted stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period.

13

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

A summary of restricted stock and restricted stock unit activity and changes during the three months ended March 31, 2014 is presented below:

Restricted Stock and Restricted Stock Units	Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2014 (non-vested)	737,562		$	39.54
Granted	56,482		47.92
Vesting (transfer/conversion to common stock)	(92,240	)	32.76
Forfeited	(56,567	)	41.86
Outstanding at March 31, 2014 (non-vested)	645,237		$	41.04	$	30,700

For the three months ended March 31, 2014, 92,240 restricted stock and restricted stock units vested having a grant date fair value of $3.0 million. As of March 31, 2014, there was $16.9 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 1.3 years.

Performance Share Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees performance share units, which are payable in stock upon meeting certain criteria over the service period, and generally vest over a period of three years. Under the terms of our performance share unit grants, awards are subject to both a “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to an equally-weighted peer group of independent refining companies, while market performance is based on total shareholder return achieved by HollyFrontier stockholders compared with the average shareholder return achieved by shareholders of peer group companies. The number of shares ultimately issued under these awards can range from zero to 200%. As of March 31, 2014, estimated share payouts for outstanding non-vested performance share unit awards ranged from 120% to 165% of the initial target award.

A summary of performance share unit activity and changes during the three months ended March 31, 2014 is presented below:

Performance Share Units	Grants
Outstanding at January 1, 2014 (non-vested)	983,610
Granted	23,964
Vesting and transfer of ownership to recipients	(181,290	)
Forfeited	(87,564	)
Outstanding at March 31, 2014 (non-vested)	738,720

For the three months ended March 31, 2014, we issued 172,231 shares of our common stock, representing a 95% payout on vested performance shares units having a grant date fair value of $5.9 million. Based on the weighted-average grant date fair value of $40.53 per share, there was $23.3 million of total unrecognized compensation cost related to non-vested performance share units as of March 31, 2014. That cost is expected to be recognized over a weighted-average period of 1.7 years.

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

Our investment portfolio at March 31, 2014 consisted of cash, cash equivalents and investments in marketable securities.

We currently invest in marketable debt securities with the maximum maturity or put date of any individual issue generally not greater than one year from the date of purchase, which are usually held until maturity. All of these instruments are classified as available-for-sale. As a result, they are reported at fair value using quoted market prices. Interest income is recorded as earned. Unrealized gains and losses, net of related income taxes, are reported as a component of accumulated other comprehensive income. Upon sale or maturity, realized gains on our marketable debt securities are recognized as interest income. These gains are computed based on the specific identification of the underlying cost of the securities, net of unrealized gains and losses previously reported in other comprehensive income. Unrealized gains and losses on our available-for-sale securities are due to changes in market prices and are considered temporary.

14

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

The following is a summary of our marketable securities:

	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value (Net Carrying Amount)
	(In thousands)
March 31, 2014
Certificates of deposit	$	64,703	$	20	$	—		$	64,723
Commercial paper	72,568		20		—			72,588
Corporate debt securities	136,056		15		(64		)	136,007
State and political subdivisions debt securities	442,167		66		(33		)	442,200
Total marketable securities	$	715,494	$	121	$	(97	)	$	715,518
December 31, 2013
Certificates of deposit	$	74,802	$	21	$	(1	)	$	74,822
Commercial paper	78,216		28		—			78,244
Corporate debt securities	96,889		6		(44		)	96,851
State and political subdivisions debt securities	475,235		49		(41		)	475,243
Total marketable securities	$	725,142	$	104	$	(86	)	$	725,160

Interest income recognized on our marketable securities was $0.6 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively.

NOTE 7: Inventories

Inventory consists of the following components:

	March 31, 2014		December 31, 2013
	(In thousands)
Crude oil	$	617,422	$	567,281
Other raw materials and unfinished products(1)	208,080		154,534
Finished products(2)	675,619		519,633
Process chemicals(3)	3,993		3,504
Repair and maintenance supplies and other	85,178		109,295
Total inventory	$	1,590,292	$	1,354,247

(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.

NOTE 8: Environmental

We expensed $0.3 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $85.2 million and $87.8 million at March 31, 2014 and December 31, 2013, respectively, of which $72.0 million and $73.6 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).

15

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

NOTE 9: Debt

HollyFrontier Credit Agreement

We have a $1 billion senior secured credit agreement that matures in July 2016 (the “HollyFrontier Credit Agreement”) and may be used to fund working capital requirements, capital expenditures, acquisitions and general corporate purposes. Obligations under the HollyFrontier Credit Agreement are collateralized by our inventory, accounts receivable and certain deposit accounts and guaranteed by our material, wholly-owned subsidiaries. At March 31, 2014, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $4.5 million under the HollyFrontier Credit Agreement.

HEP Credit Agreement

HEP has a $650 million senior secured revolving credit facility that matures in November 2018 (the “HEP Credit Agreement”) and is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. It is also available to fund letters of credit up to a $50 million sub-limit. At March 31, 2014, HEP was in compliance with all of its covenants, had outstanding borrowings of $537.7 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 (presented parenthetically in our consolidated balance sheets). Indebtedness under the HEP Credit Agreement involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. Any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

HollyFrontier Senior Notes

Our 6.875% senior notes ($150 million aggregate principal amount maturing November 2018) (the “HollyFrontier Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional debt, incur liens, enter into sale-and-leaseback transactions, pay dividends, enter into mergers, sell assets and enter into certain transactions with affiliates. Additionally,we have certain redemption rights under the HollyFrontier Senior Notes.

At any time, following notice to the trustee, that the HollyFrontier Senior Notes are rated investment grade by both Moody's and Standard & Poor's and no default or event of default exists, we are not subject to many of the foregoing covenants (a "Covenant Suspension"). As of March 31, 2014, the HollyFrontier Senior Notes were rated investment grade by both Standard & Poor's (BBB-) and Moody's (Baa3). As a result, we are under the Covenant Suspension pursuant to the terms of the indenture governing the HollyFrontier Senior Notes.

HollyFrontier Financing Obligation

We have a financing obligation that relates to a sale and lease-back of certain crude oil tankage that we sold to an affiliate of Plains All American Pipeline, L.P. (“Plains”) in October 2009 for $40.0 million. Monthly lease payments are recorded as a reduction in principal over the 15-year lease term ending in 2024.

HEP Senior Notes

HEP’s 6.5% senior notes ($300 million aggregate principal amount maturing March 2020) (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants. Additionally, HEP has certain redemption rights under the HEP Senior Notes.

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of $156.2 million, at which time HEP recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million. HEP funded the redemption with borrowings under the HEP Credit Agreement.

16

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Indebtedness under the HEP Senior Notes involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. However, any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

The carrying amounts of long-term debt are as follows:

	March 31, 2014			December 31, 2013
	(In thousands)
6.875% Senior Notes
Principal	$	150,000		$	150,000
Unamortized premium	4,830			5,054
	154,830			155,054
Financing Obligation	34,437			34,835
Total HollyFrontier long-term debt	189,267			189,889
HEP Credit Agreement	537,700			363,000
HEP 6.5% Senior Notes
Principal	300,000			300,000
Unamortized discount	(3,910		)	(4,073		)
	296,090			295,927
HEP 8.25% Senior Notes
Principal	—			150,000
Unamortized discount	—			(1,297		)
	—			148,703
Total HEP long-term debt	833,790			807,630
Total long-term debt	$	1,023,057		$	997,519

We capitalized interest attributable to construction projects of $3.0 million and $3.4 million for the three months ended March 31, 2014 and 2013, respectively.

NOTE 10: Derivative Instruments and Hedging Activities

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps and futures contracts to mitigate price exposure with respect to:

• our inventory positions;

• natural gas purchases;

• costs of crude oil and related grade differentials;

• prices of refined products; and

• our refining margins.

17

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Accounting Hedges

We have swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas and WTI crude oil and forecasted sales of ultra-low sulfur diesel and conventional unleaded gasoline. We also have forward sales contracts that lock in the prices of future sales of refined product. These contracts have been designated as accounting hedges and are measured quarterly 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. Also on a quarterly basis, hedge ineffectiveness is measured by comparing the change in fair value of the swap contracts against the expected future cash inflows/outflows on the respective transaction being hedged. Any hedge ineffectiveness is also recognized in earnings.

The following table presents the pre-tax effect on other comprehensive income (“OCI”) and earnings due to fair value adjustments and maturities of commodity price swaps under hedge accounting:

	Unrealized Gain (Loss) Recognized in OCI			Gain (Loss) Recognized in Earnings Due to Settlements				Gain (Loss) Attributable to Hedge Ineffectiveness Recognized in Earnings
				Location	Amount			Location	Amount
	(In thousands)
Three Months Ended March 31, 2014
Commodity price swaps
Change in fair value	$	92,478		Sales and other revenues	$	(25,331	)
Gain reclassified to earnings due to settlements	(5,760		)	Cost of products sold	29,317
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	1,504			Operating expenses	$	(2,160	)
Total	$	86,988			$	5,490			$	(2,160	)
Three Months Ended March 31, 2013
Commodity price swaps
Change in fair value	$	(10,404	)	Sales and other revenues	$	(19,185	)	Sales and other revenues	$	(356	)
Loss reclassified to earnings due to settlements	27,200			Cost of products sold	(6,532		)	Cost of products sold	3,131
Amortization of discontinued hedges reclassified to earnings	90			Operating expenses	(1,573		)	Operating expenses	(365		)
Total	$	16,886			$	(27,290	)		$	2,410

As of March 31, 2014, we have the following notional contract volumes related to outstanding derivative instruments serving as cash flow hedges against price risk on forecasted purchases of natural gas and crude oil and sales of refined products:

		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Natural gas - long	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
WTI crude oil - long	24,042,500	19,662,500	4,380,000	—	—	Barrels
Ultra-low sulfur diesel - short	14,142,500	9,762,500	4,380,000	—	—	Barrels
Sub octane gasoline - short	9,900,000	9,900,000	—	—	—	Barrels
Forward sales - diesel and gasoline	825,000	825,000	—	—	—	Barrels

In 2013, we dedesignated certain commodity price swaps (long positions) that previously received hedge accounting treatment. These contracts now serve as economic hedges against price risk on forecasted natural gas purchases totaling 36,000,000 MMBTU's to be purchased ratably through 2017. As of March 31, 2014, we have an unrealized loss of $4.1 million classified in accumulated other comprehensive income that relates to the application of hedge accounting prior to dedesignation that is amortized as a charge to operating expenses as the contracts mature.

18

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Economic Hedges

We also have swap contracts that serve as economic hedges (derivatives used for risk management, but not designated as accounting hedges) to fix our purchase price on forecasted natural gas purchases, and to lock in the spread between WCS and WTI crude oil on forecasted purchases of WCS. Also, we have NYMEX futures contracts to lock in prices on forecasted purchases of inventory. These contracts are measured quarterly at fair value with offsetting adjustments (gains/losses) recorded directly to income.

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

	Three Months Ended March 31,
Location of Gain (Loss) Recognized in Income	2014			2013
	(In thousands)
Cost of products sold	$	26		$	33,592
Operating expenses	(48		)	(4,993		)
Total	$	(22	)	$	28,599

As of March 31, 2014, we have the following notional contract volumes related to our outstanding derivative contracts serving as economic hedges:

		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Commodity price swap (WCS spread) - long	4,812,500	4,812,500	—	—	—	Barrels
Commodity price swap (natural gas) - long	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
Commodity price swap (natural gas) - short	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
NYMEX futures (WTI) - short	2,914,000	2,914,000	—	—	—	Barrels

Interest Rate Risk Management

HEP uses interest rate swaps to manage its exposure to interest rate risk.

As of March 31, 2014, HEP had three interest rate swap contracts that hedge its exposure to the cash flow risk caused by the effects of LIBOR changes on $305.0 million in credit agreement advances. The first interest rate swap effectively converts $155.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.99% plus an applicable margin of 2.00% as of March 31, 2014, which equaled an effective interest rate of 2.99%. This swap matures in February 2016. HEP has two additional interest rate swaps with identical terms which effectively convert $150.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.74% plus an applicable margin of 2.00% as of March 31, 2014, which equaled an effective interest rate of 2.74%. Both of these swap contracts mature in July 2017. All of these swap contracts have been designated as cash flow hedges. To date, there has been no ineffectiveness on these cash flow hedges.

19

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

The following table presents the pre-tax effect on other comprehensive income and earnings due to fair value adjustments and maturities of HEP's interest rate swaps under hedge accounting:

	Unrealized Gain (Loss) Recognized in OCI			Loss Recognized in Earnings Due to Settlements
				Location	Amount
	(In thousands)
Three Months Ended March 31, 2014
Interest rate swaps
Change in fair value	$	(443	)
Loss reclassified to earnings due to settlements	538			Interest expense	$	(538	)
Total	$	95			$	(538	)
Three Months Ended March 31, 2013
Interest rate swaps
Change in fair value	$	58
Loss reclassified to earnings due to settlements	504
Amortization of discontinued hedge reclassified to earnings	849			Interest expense	$	(1,353	)
Total	$	1,411			$	(1,353	)

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)
March 31, 2014
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	92,912	$	(40,044	)	$	52,868	$	18,321	$	(8,040	)	$	10,281
Forward sales contracts	2,089		—			2,089		—		—			—
Interest rate swap contracts	1,628		—			1,628		1,677		—			1,677
	$	96,629	$	(40,044	)	$	56,585	$	19,998	$	(8,040	)	$	11,958
Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	19,093	$	(4,445	)	$	14,648	$	13,487	$	(9,083	)	$	4,404
NYMEX futures contracts	—		—			—		3,450		—			3,450
	$	19,093	$	(4,445	)	$	14,648	$	16,937	$	(9,083	)	$	7,854
Total net balance						$	71,233						$	19,812
Balance sheet classification:	Prepayment and other					$	68,572	Accrued liabilities					$	3,450
	Intangibles and other					2,661		Other long-term liabilities					16,362
						$	71,233						$	19,812

20

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

	Derivatives in Net Asset Position						Derivatives in Net Liability Position
	Gross Assets		Gross Liabilities Offset in Balance Sheet		Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet
			(In thousands)
December 31, 2013
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	—	$	—	$	—	$	63,561	$	(23,679	)	$	39,882
Interest rate swap contracts	1,670		—		1,670		1,814		—			1,814
	$	1,670	$	—	$	1,670	$	65,375	$	(23,679	)	$	41,696
Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	6,972	$	—	$	6,972	$	19,766	$	(12,611	)	$	7,155
NYMEX futures contracts	—		—		—		3,569		—			3,569
	$	6,972	$	—	$	6,972	$	23,335	$	(12,611	)	$	10,724
Total net balance					$	8,642						$	52,420
Balance sheet classification:	Prepayment and other				$	6,972	Accrued liabilities					$	26,843
	Intangibles and other				1,670		Other long-term liabilities					25,577
					$	8,642						$	52,420

At March 31, 2014, we had a pre-tax net unrealized gain of $42.8 million classified in accumulated other comprehensive income that relates to all accounting hedges having contractual maturities through 2017. Assuming commodity prices and interest rates remain unchanged, an unrealized gain of $54.9 million will be effectively transferred from accumulated other comprehensive income into the statement of income as the hedging instruments contractually mature over the next twelve-month period.

NOTE 11: Equity

Changes to equity during the three months ended March 31, 2014 are presented below:

	HollyFrontier Stockholders’ Equity			Noncontrolling Interest			Total Equity
	(In thousands)
Balance at December 31, 2013	$	5,999,620		$	609,778		$	6,609,398
Net income	152,061			11,901			163,962
Dividends	(159,670		)	—			(159,670		)
Distributions to noncontrolling interest holders	—			(18,881		)	(18,881		)
Other comprehensive income, net of tax	53,242			58			53,300
Equity-based compensation	5,366			820			6,186
Excess tax benefit attributable to equity-based compensation	5,156			—			5,156
Purchase of treasury stock (1)	(10,689		)	—			(10,689		)
Purchase of HEP units for restricted grants	—			(336		)	(336		)
Other	—			75			75
Balance at March 31, 2014	$	6,045,086		$	603,415		$	6,648,501

(1) Includes 90,393 shares withheld under the terms of stock-based compensation agreements to provide funds for the payment of payroll and income taxes due at the vesting of share-based awards.

21

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

We have a Board approved repurchase program that authorizes 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, corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. As of March 31, 2014, we had remaining authorization to repurchase up to $311.6 million under this stock repurchase program.

NOTE 12: Other Comprehensive Income (Loss)

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

	Before-Tax			Tax Expense (Benefit)			After-Tax
	(In thousands)
Three Months Ended March 31, 2014
Net unrealized gain on marketable securities	$	11		$	(3	)	$	14
Net unrealized gain on hedging instruments	87,083			33,743			53,340
Net change in post-retirement benefit obligations	(89		)	(35		)	(54		)
Other comprehensive income	87,005			33,705			53,300
Less other comprehensive income attributable to noncontrolling interest	58			—			58
Other comprehensive income attributable to HollyFrontier stockholders	$	86,947		$	33,705		$	53,242
Three Months Ended March 31, 2013
Net unrealized gain on marketable securities	$	16		$	8		$	8
Net unrealized gain on hedging instruments	18,297			6,809			11,488
Net change in post-retirement benefit obligations	1,726			671			1,055
Other comprehensive income	20,039			7,488			12,551
Less other comprehensive income attributable to noncontrolling interest	792			—			792
Other comprehensive income attributable to HollyFrontier stockholders	$	19,247		$	7,488		$	11,759

22

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

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

AOCI Component	Gain (Loss) Reclassified From AOCI						Income Statement Line Item
	(In thousands)
	Three Months Ended March 31,
	2014			2013
Marketable securities	$	1		$	3		Interest income
	—			1			Income tax expense
	1			2			Net of tax
Hedging instruments:
Commodity price swaps	(25,331		)	(19,185		)	Sales and other revenues
	29,317			(6,532		)	Cost of products sold
	1,504			(1,573		)	Operating expenses
Interest rate swaps	(538		)	(1,353		)	Interest expense
	4,952			(28,643		)
	2,043			(10,823		)	Income tax expense (benefit)
	2,909			(17,820		)	Net of tax
	326			820			Noncontrolling interest
	3,235			(17,000		)	Net of tax and noncontrolling interest
Post-retirement benefit obligations	—			(84		)	Cost of products sold
	—			(1,549		)	Operating expenses
	—			(93		)	General and administrative expenses
	—			(1,726		)
	—			(671		)	Income tax benefit
	—			(1,055		)	Net of tax
Total reclassifications for the period	$	3,236		$	(18,053	)

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

	March 31, 2014		December 31, 2013
	(In thousands)
Unrealized gain on post-retirement benefit obligations	$	27,637	$	27,691
Unrealized gain on marketable securities	24		10
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest	26,403		(26,879		)
Accumulated other comprehensive income	$	54,064	$	822

23

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

NOTE 13: Post-retirement Plans

We have a post-retirement healthcare and other benefits plan that is available to certain of our employees who satisfy certain age and service requirements. The net periodic benefit expense of this plan consisted of the following components:

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Service cost – benefit earned during the period	$	224		$	278
Interest cost on projected benefit obligations	159			159
Amortization of prior service credit	(1,074		)	(1,474		)
Amortization of net loss	—			31
Loss on settlement	—			1,726
Net periodic post-retirement expense (credit)	$	(691	)	$	720

In the first quarter of 2013, we settled a portion of our post-retirement medical obligation, at which time we reclassified a $1.7 million pretax loss out of accumulated other comprehensive income that was recognized as a charge to net income.

Additionally, we have a program that provides certain transition benefit payments to certain employees that participated in a defined benefit plan that was terminated. The program extends through 2014 and provides payments after year-end provided the employee is employed by us on the last day of each year. The payments are based on each employee's years of service and eligible salary. Transition benefit costs under this program were $2.6 million and $2.9 million for the three months ended March 31, 2014 and 2013, respectively.

NOTE 14: Contingencies

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

NOTE 15: Segment Information

Our operations are organized into two reportable segments, Refining and HEP. Our operations that are not included in the Refining and HEP segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Consolidations and Eliminations.

The Refining segment represents the operations of the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries and NK Asphalt (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. Additionally, the Refining segment includes specialty lubricant products produced at our Tulsa Refineries that are marketed throughout North America and are distributed in Central and South America. NK Asphalt operates various asphalt terminals in Arizona and New Mexico.

The HEP segment includes all of the operations of HEP, a consolidated VIE, which owns and operates logistics assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. The HEP segment also includes a 75% interest in UNEV (a consolidated subsidiary of HEP) and a 25% interest in the SLC 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, 2013.

24

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

	Refining		HEP		Corporate and Other			Consolidations and Eliminations			Consolidated Total
	(In thousands)
Three Months Ended March 31, 2014
Sales and other revenues	$	4,775,080	$	87,012	$	1,115		$	(72,154	)	$	4,791,053
Depreciation and amortization	$	63,541	$	15,184	$	2,030		$	(207	)	$	80,548
Income (loss) from operations	$	251,209	$	45,865	$	(25,555	)	$	(523	)	$	270,996
Capital expenditures	$	99,943	$	20,604	$	3,734		$	—		$	124,281
Three Months Ended March 31, 2013
Sales and other revenues	$	4,692,426	$	76,484	$	563		$	(61,684	)	$	4,707,789
Depreciation and amortization	$	57,170	$	13,749	$	1,050		$	(207	)	$	71,762
Income (loss) from operations	$	542,202	$	33,474	$	(25,972	)	$	(509	)	$	549,195
Capital expenditures	$	63,632	$	5,013	$	3,319		$	—		$	71,964

March 31, 2014
Cash, cash equivalents and total investments in marketable securities	$	105	$	4,879	$	1,785,169	$	—		$	1,790,153
Total assets	$	7,381,446	$	1,410,535	$	1,898,635	$	(310,058	)	$	10,380,558
Long-term debt	$	—	$	833,790	$	189,267	$	—		$	1,023,057
December 31, 2013
Cash, cash equivalents and total investments in marketable securities	$	1,860	$	6,352	$	1,657,051	$	—		$	1,665,263
Total assets	$	7,094,558	$	1,413,908	$	1,881,119	$	(332,846	)	$	10,056,739
Long-term debt	$	—	$	807,630	$	189,889	$	—		$	997,519

HEP segment revenues from external customers were $15.2 million and $12.9 million for the three months ended March 31, 2014 and 2013, respectively.

NOTE 16: Supplemental Guarantor/Non-Guarantor Financial Information

Our obligations under the HollyFrontier Senior Notes have been jointly and severally guaranteed by the substantial majority of our existing and future restricted subsidiaries (“Guarantor Restricted Subsidiaries”). These guarantees are full and unconditional. HEP, in which we have a 39% ownership interest at March 31, 2014, and its subsidiaries (collectively, “Non-Guarantor Non-Restricted Subsidiaries”), and certain of our other subsidiaries (“Non-Guarantor Restricted Subsidiaries”) have not guaranteed these obligations.

The following condensed consolidating financial information is provided for HollyFrontier Corporation (the “Parent”), the Guarantor Restricted Subsidiaries, the Non-Guarantor Restricted Subsidiaries and the Non-Guarantor Non-Restricted Subsidiaries. The information has been presented as if the Parent accounted for its ownership in the Guarantor Restricted Subsidiaries, and the Guarantor Restricted Subsidiaries accounted for the ownership of the Non-Guarantor Restricted Subsidiaries and Non-Guarantor Non-Restricted Subsidiaries, using the equity method of accounting. The Guarantor Restricted Subsidiaries and the Non-Guarantor Restricted Subsidiaries are collectively the “Restricted Subsidiaries.”

We have made certain revisions to our prior year condensed statements of cash flows to reclassify intercompany lending and distribution activity between operating, investing and financing activities.

25

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Balance Sheet
March 31, 2014	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,067,578	$	2,055	$	123	$	—		$	1,069,756	$	4,879	$	—		$	1,074,635
Marketable securities	709,468		—		—		—			709,468		—		—			709,468
Accounts receivable, net	5,855		676,984		4,724		—			687,563		34,425		(33,650		)	688,338
Intercompany accounts receivable	—		446,024		337,691		(783,715		)	—		—		—			—
Inventories	—		1,588,698		—		—			1,588,698		1,594		—			1,590,292
Income taxes receivable	12,431		—		—		—			12,431		—		—			12,431
Prepayments and other	16,940		95,930		—		—			112,870		1,905		(4,430		)	110,345
Total current assets	1,812,272		2,809,691		342,538		(783,715		)	4,180,786		42,803		(38,080		)	4,185,509
Properties, plants and equip, net	31,381		2,676,401		56		—			2,707,838		1,005,077		(270,616		)	3,442,299
Marketable securities (long-term)	6,050		—		—		—			6,050		—		—			6,050
Investment in subsidiaries	6,071,959		234,594		—		(6,306,553		)	—		—		—			—
Intangibles and other assets	24,432		2,360,973		25,000		(25,000		)	2,385,405		362,655		(1,360		)	2,746,700
Total assets	$	7,946,094	$	8,081,659	$	367,594	$	(7,115,268	)	$	9,280,079	$	1,410,535	$	(310,056	)	$	10,380,558
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4,479	$	1,584,007	$	384	$	—		$	1,588,870	$	15,753	$	(33,650	)	$	1,570,973
Intercompany accounts payable	783,715		—		—		(783,715		)	—		—		—			—
Accrued liabilities	38,164		71,934		1,228		—			111,326		14,107		(4,430		)	121,003
Deferred income tax liabilities	224,534		—		—		—			224,534		—		—			224,534
Total current liabilities	1,050,892		1,655,941		1,612		(783,715		)	1,924,730		29,860		(38,080		)	1,916,510
Long-term debt	179,831		34,436		—		(25,000		)	189,267		833,790		—			1,023,057
Liability to HEP	—		242,463		—		—			242,463		—		(242,463		)	—
Deferred income tax liabilities	639,021		—		—		—			639,021		5,312		—			644,333
Other long-term liabilities	36,406		76,860		—		—			113,266		37,395		(2,504		)	148,157
Investment in HEP	—		—		131,388		—			131,388		—		(131,388		)	—
Equity – HollyFrontier	6,039,944		6,071,959		234,594		(6,306,553		)	6,039,944		405,427		(400,285		)	6,045,086
Equity – noncontrolling interest	—		—		—		—			—		98,751		504,664			603,415
Total liabilities and equity	$	7,946,094	$	8,081,659	$	367,594	$	(7,115,268	)	$	9,280,079	$	1,410,535	$	(310,056	)	$	10,380,558

26

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Balance Sheet
December 31, 2013	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	931,920	$	1,817	$	14	$	—		$	933,751	$	6,352	$	—		$	940,103
Marketable securities	725,160		—		—		—			725,160		—		—			725,160
Accounts receivable, net	6,095		698,109		8,075		—			712,279		34,736		(38,213		)	708,802
Intercompany accounts receivable	—		149,907		313,623		(463,530		)	—		—		—			—
Inventories	—		1,352,656		—		—			1,352,656		1,591		—			1,354,247
Income taxes receivable	109,376		—		—		—			109,376		—		—			109,376
Prepayments and other	21,843		45,413		—		—			67,256		2,283		(10,783		)	58,756
Total current assets	1,794,394		2,247,902		321,712		(463,530		)	3,900,478		44,962		(48,996		)	3,896,444
Properties, plants and equip, net	30,007		2,633,739		24		—			2,663,770		1,004,975		(274,149		)	3,394,596
Investment in subsidiaries	5,722,025		216,687		—		(5,938,712		)	—		—		—			—
Intangibles and other assets	23,034		2,380,268		25,000		(25,000		)	2,403,302		363,970		(1,573		)	2,765,699
Total assets	$	7,569,460	$	7,478,596	$	346,736	$	(6,427,242	)	$	8,967,550	$	1,413,907	$	(324,718	)	$	10,056,739
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	16,704	$	1,323,603	$	383	$	—		$	1,340,690	$	22,898	$	(38,212	)	$	1,325,376
Intercompany accounts payable	463,530		—		—		(463,530		)	—		—		—			—
Accrued liabilities	43,254		63,181		795		—			107,230		28,668		(10,783		)	125,115
Deferred income tax liabilities	223,999		—		—		—			223,999		—		—			223,999
Total current liabilities	747,487		1,386,784		1,178		(463,530		)	1,671,919		51,566		(48,995		)	1,674,490
Long-term debt	180,054		34,835		—		(25,000		)	189,889		807,630		—			997,519
Liability to HEP	—		245,536		—		—			245,536		—		(245,536		)	—
Deferred income tax liabilities	611,555		—		—		—			611,555		5,287		—			616,842
Other long-term liabilities	35,874		89,416		—		—			125,290		35,918		(2,718		)	158,490
Investment in HEP	—		—		128,871		—			128,871		—		(128,871		)	—
Equity – HollyFrontier	5,994,490		5,722,025		216,687		(5,938,712		)	5,994,490		416,018		(410,888		)	5,999,620
Equity – noncontrolling interest	—		—		—		—			—		97,488		512,290			609,778
Total liabilities and equity	$	7,569,460	$	7,478,596	$	346,736	$	(6,427,242	)	$	8,967,550	$	1,413,907	$	(324,718	)	$	10,056,739

27

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	101		$	4,775,123	$	971	$	—		$	4,776,195	$	87,012		$	(72,154	)	$	4,791,053
Operating costs and expenses:
Cost of products sold	—			4,209,722		—		—			4,209,722		—			(71,102		)	4,138,620
Operating expenses	—			251,476		—		—			251,476		22,812			(322		)	273,966
General and administrative	21,107			2,626		39		—			23,772		3,151			—			26,923
Depreciation and amortization	1,790			67,107		—		—			68,897		15,184			(3,533		)	80,548
Total operating costs and expenses	22,897			4,530,931		39		—			4,553,867		41,147			(74,957		)	4,520,057
Income (loss) from operations	(22,796		)	244,192		932		—			222,328		45,865			2,803			270,996
Other income (expense):
Earnings (loss) of equity method investments	262,359			16,022		16,283		(279,704		)	14,960		522			(16,283		)	(801		)
Interest income (expense)	(424		)	2,145		130		—			1,851		(10,451		)	(2,342		)	(10,942		)
Loss on early extinguishment of debt	—			—		—		—			—		(7,677		)	—			(7,677		)
	261,935			18,167		16,413		(279,704		)	16,811		(17,606		)	(18,625		)	(19,420		)
Income before income taxes	239,139			262,359		17,345		(279,704		)	239,139		28,259			(15,822		)	251,576
Income tax provision	87,539			—		—		—			87,539		75			—			87,614
Net income	151,600			262,359		17,345		(279,704		)	151,600		28,184			(15,822		)	163,962
Less net income attributable to noncontrolling interest	—			—		—		—			—		3,637			8,264			11,901
Net income attributable to HollyFrontier stockholders	$	151,600		$	262,359	$	17,345	$	(279,704	)	$	151,600	$	24,547		$	(24,086	)	$	152,061
Comprehensive income attributable to HollyFrontier stockholders	$	204,842		$	349,384	$	17,382	$	(366,766	)	$	204,842	$	24,585		$	(24,124	)	$	205,303

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2013	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	531		$	4,692,426	$	32		$	—		$	4,692,989		$	76,484		$	(61,684	)	$	4,707,789
Operating costs and expenses:
Cost of products sold	—			3,853,128		41			—			3,853,169			—			(60,634		)	3,792,535
Operating expenses	—			239,423		(19		)	—			239,404			26,029			(334		)	265,099
General and administrative	24,131			1,775		60			—			25,966			3,232			—			29,198
Depreciation and amortization	926			60,620		—			—			61,546			13,749			(3,533		)	71,762
Total operating costs and expenses	25,057			4,154,946		82			—			4,180,085			43,010			(64,501		)	4,158,594
Income (loss) from operations	(24,526		)	537,480		(50		)	—			512,904			33,474			2,817			549,195
Other income (expense):
Earnings of equity method investments	550,910			11,633		11,992			(563,141		)	11,394			657			(11,992		)	59
Interest income (expense)	(7,221		)	1,797		289			—			(5,135		)	(12,382		)	(2,272		)	(19,789		)
	543,689			13,430		12,281			(563,141		)	6,259			(11,725		)	(14,264		)	(19,730		)
Income before income taxes	519,163			550,910		12,231			(563,141		)	519,163			21,749			(11,447		)	529,465
Income tax provision	186,039			—		—			—			186,039			55			—			186,094
Net income	333,124			550,910		12,231			(563,141		)	333,124			21,694			(11,447		)	343,371
Less net income attributable to noncontrolling interest	—			—		—			—			—			2,890			6,812			9,702
Net income attributable to HollyFrontier stockholders	$	333,124		$	550,910	$	12,231		$	(563,141	)	$	333,124		$	18,804		$	(18,259	)	$	333,669
Comprehensive income attributable to HollyFrontier stockholders	$	344,883		$	568,415	$	12,850		$	(581,265	)	$	344,883		$	19,423		$	(18,878	)	$	345,428

28

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(23,564	)	$	381,180		$	17,477		$	—		$	375,093		$	39,047		$	(19,211	)	$	394,929
Cash flows from investing activities
Additions to properties, plants and equipment	(3,163		)	(100,483		)	(31		)	—			(103,677		)	—			—			(103,677		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(20,604		)	—			(20,604		)
Investment in Sabine Biofuels	—			(1,000		)	—			—			(1,000		)	—			—			(1,000		)
Net advances to Sabine Biofuels	—			2,586			—			—			2,586			—			—			2,586
Purchases of marketable securities	(244,030		)	—			—			—			(244,030		)	—			—			(244,030		)
Sales and maturities of marketable securities	253,676			—			—			—			253,676			—			—			253,676
Net advances to Parent	—			(302,773		)	(17,412		)	320,185			—			—			—			—
	6,483			(401,670		)	(17,443		)	320,185			(92,445		)	(20,604		)	—			(113,049		)
Cash flows from financing activities
Net repayments under credit agreement – HEP	—			—			—			—			—			174,700			—			174,700
Redemption of senior notes - HEP	—			—			—			—			—			(156,188		)	—			(156,188		)
Inventory repurchase obligation	—			21,126			—			—			21,126			—			—			21,126
Purchase of treasury stock	(13,988		)	—			—			—			(13,988		)	—			—			(13,988		)
Dividends	(158,614		)	—			—			—			(158,614		)	—			—			(158,614		)
Distributions to noncontrolling interest	—			—			—			—			—			(38,092		)	19,211			(18,881		)
Excess tax benefit from equity-based compensation	5,156			—			—			—			5,156			—			—			5,156
Purchase of units for incentive grants - HEP	—			—			—			—			—			(336		)	—			(336		)
Deferred financing costs and other	—			(398		)	75			—			(323		)	—			—			(323		)
Net advances from subsidiaries	320,185			—			—			(320,185		)	—			—			—			—
	152,739			20,728			75			(320,185		)	(146,643		)	(19,916		)	19,211			(147,348		)
Cash and cash equivalents
Increase (decrease) for the period	135,658			238			109			—			136,005			(1,473		)	—			134,532
Beginning of period	931,920			1,817			14			—			933,751			6,352			—			940,103
End of period	$	1,067,578		$	2,055		$	123		$	—		$	1,069,756		$	4,879		$	—		$	1,074,635

29

HOLLYFRONTIER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) Continued

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2013	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(56,933	)	$	282,983		$	10,496		$	—		$	236,546		$	29,438		$	(17,421	)	$	248,563
Cash flows from investing activities:
Additions to properties, plants and equipment	(1,736		)	(65,215		)	—			—			(66,951		)	—			—			(66,951		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(5,013		)	—			(5,013		)
Proceeds from sale of property	—			—			—			—			—			2,290			—			2,290
Purchases of marketable securities	(178,251		)	—			—			—			(178,251		)	—			—			(178,251		)
Sales and maturities of marketable securities	143,280			—			—			—			143,280			—			—			143,280
Net advances to Parent	—			(224,667		)	(8,997		)	233,664			—			—			—			—
	(36,707		)	(289,882		)	(8,997		)	233,664			(101,922		)	(2,723		)	—			(104,645		)
Cash flows from financing activities:
Net borrowings under credit agreement – HEP	—			—			—			—			—			(53,000		)	—			(53,000		)
Proceeds from common unit offerings - HEP	73,444			—			—			—			73,444			73,444			—			146,888
Purchase of treasury stock	(6,610		)	—			—			—			(6,610		)	—			—			(6,610		)
Contribution from general partner	—			—			(1,499		)	—			(1,499		)	1,499			—			—
Dividends	(102,163		)	—			—			—			(102,163		)	—			—			(102,163		)
Distributions to noncontrolling interest	—			—			—			—			—			(32,709		)	17,421			(15,288		)
Excess tax benefit from equity-based compensation	744			—			—			—			744			—			—			744
Purchase of units for incentive grants - HEP	—			—			—			—			—			(2,719		)	—			(2,719		)
Deferred financing costs and other	—			3,247			—			—			3,247			(274		)	—			2,973
Net advances from subsidiaries	233,664			—			—			(233,664		)	—			—			—			—
	199,079			3,247			(1,499		)	(233,664		)	(32,837		)	(13,759		)	17,421			(29,175		)
Cash and cash equivalents
Increase (decrease) for the period:	105,439			(3,652		)	—			—			101,787			12,956			—			114,743
Beginning of period	1,748,808			3,652			2			—			1,752,462			5,237			—			1,757,699
End of period	$	1,854,247		$	—		$	2		$	—		$	1,854,249		$	18,193		$	—		$	1,872,442

30

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

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

OVERVIEW

We are principally an independent petroleum refiner that produces high-value refined products such as gasoline, diesel fuel, jet fuel, specialty lubricant products, and specialty and modified asphalt. We own and operate refineries having a combined crude oil processing capacity of 443,000 barrels per day that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. Our refineries are located in El Dorado, Kansas (the “El Dorado Refinery”), Tulsa, Oklahoma (the, “Tulsa Refineries”), which comprise two production facilities, the Tulsa West and East facilities, a petroleum refinery in Artesia, New Mexico, which operates in conjunction with crude, vacuum distillation and other facilities situated 65 miles away in Lovington, New Mexico (collectively, the “Navajo Refinery”), Cheyenne, Wyoming (the, “Cheyenne Refinery”) and Woods Cross, Utah (the “Woods Cross Refinery”).

For the three months ended March 31, 2014, net income attributable to HollyFrontier stockholders was $152.1 million compared to $333.7 million for the three months ended March 31, 2013. Overall gross refining margins per produced product sold decreased 37% over the respective three months ended March 31, 2013, which were due principally to significant contraction in WTI to Brent crude differentials.

OUTLOOK

Our profitability is affected by the spread, or differential, between the market prices for crude oil on the world market (which is based on the price for Brent, North Sea Crude) and the price for inland U.S. crude oil (which is based on the price for WTI). This differential constantly changes and at times can be volatile. While we have experienced wide differentials (with Brent prices in excess of WTI prices) in recent years that have significantly enhanced our profitability, the differential between Brent and WTI has narrowed significantly - currently averaging approximately $7.00 per barrel. Differentials are likely to be volatile in the near term. However, we believe the Brent to WTI differential will widen again upon completion of additional northern tier pipeline capacity into Cushing, Oklahoma and as a result of increasing sweet crude oil inventories on the U.S. Gulf Coast. Ultimately, we believe pipeline tariffs from Cushing to the Gulf Coast plus marine transportation costs to move crude oil from the Gulf Coast to alternative markets will set the inland - coastal differential.

Pursuant to the 2007 Energy Independence and Security Act, the Environmental Protection Agency (“EPA”) promulgated the Renewable Fuel Standard 2 (“RFS2”) regulations, which increased the volume of renewable fuels mandated to be blended into the nation's fuel supply. The regulations, in part, require refiners to add annually increasing amounts of “renewable fuels” to their petroleum products or purchase credits, known as renewable identification numbers (“RINs”), in lieu of such blending. The price of RINs may be extremely volatile as observed in 2013, when prices escalated sharply due to real or perceived future shortages in RINs. Although our RINs costs remain material, the price of RINs has decreased significantly from 2013 highs, due in part to regulatory easing of the 2014 annual Renewable Volume Obligation, or RVO. As of March 2014, we are purchasing RINs in order to meet approximately half of our renewable fuel requirements. We cannot predict with certainty our exposure to increased RINs costs in the future, nor can we predict the extent by which costs associated with RFS2 will impact our future results of operations.

A more detailed discussion of our financial and operating results for the three months ended March 31, 2014 and 2013 is presented in the following sections.

31

RESULTS OF OPERATIONS

Financial Data (Unaudited)

	Three Months Ended March 31,						Change from 2013
	2014			2013			Change			Percent
	(In thousands, except per share data)
Sales and other revenues	$	4,791,053		$	4,707,789		$	83,264		2	%
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization)	4,138,620			3,792,535			346,085			9
Operating expenses (exclusive of depreciation and amortization)	273,966			265,099			8,867			3
General and administrative expenses (exclusive of depreciation and amortization)	26,923			29,198			(2,275		)	(8	)
Depreciation and amortization	80,548			71,762			8,786			12
Total operating costs and expenses	4,520,057			4,158,594			361,463			9
Income from operations	270,996			549,195			(278,199		)	(51	)
Other income (expense):
Earnings (loss) of equity method investments	(801		)	59			(860		)	(1,458	)
Interest income	1,405			1,531			(126		)	(8	)
Interest expense	(12,347		)	(21,320		)	8,973			(42	)
Loss on early extinguishment of debt	(7,677		)	—			(7,677		)	—
	(19,420		)	(19,730		)	310			(2	)
Income before income taxes	251,576			529,465			(277,889		)	(52	)
Income tax provision	87,614			186,094			(98,480		)	(53	)
Net income	163,962			343,371			(179,409		)	(52	)
Less net income attributable to noncontrolling interest	11,901			9,702			2,199			23
Net income attributable to HollyFrontier stockholders	$	152,061		$	333,669		$	(181,608	)	(54	)%
Earnings per share attributable to HollyFrontier stockholders:
Basic	$	0.76		$	1.64		$	(0.88	)	(54	)%
Diluted	$	0.76		$	1.63		$	(0.87	)	(53	)%
Cash dividends declared per common share	$	0.80		$	0.80		$	—		—	%
Average number of common shares outstanding:
Basic	198,297			202,726			(4,429		)	(2	)%
Diluted	198,924			203,428			(4,504		)	(2	)%

Balance Sheet Data

	March 31, 2014		December 31, 2013
	(Unaudited)
	(In thousands)
Cash, cash equivalents and total investments in marketable securities	$	1,790,153	$	1,665,263
Working capital	$	2,268,999	$	2,221,954
Total assets	$	10,380,558	$	10,056,739
Long-term debt	$	1,023,057	$	997,519
Total equity	$	6,648,501	$	6,609,398

Other Financial Data (Unaudited)

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Net cash provided by operating activities	$	394,929		$	248,563
Net cash used for investing activities	$	(113,049	)	$	(104,645	)
Net cash used for financing activities	$	(147,348	)	$	(29,175	)
Capital expenditures	$	124,281		$	71,964
EBITDA (1)	$	338,842		$	611,314

32

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

Our operations are organized into two reportable segments, Refining and HEP. See Note 15 “Segment Information” in the Notes to Consolidated Financial Statements for additional information on our reportable segments.

Refining Operating Data (Unaudited)

Our refinery operations include the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries.The following tables set forth information, including non-GAAP performance measures, about our consolidated refinery operations. The cost of products and refinery gross and net operating margins do not include the effect of 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 March 31,
	2014			2013
Mid-Continent Region (El Dorado and Tulsa Refineries)
Crude charge (BPD) (1)	255,030			240,480
Refinery throughput (BPD) (2)	266,910			267,020
Refinery production (BPD) (3)	261,170			260,210
Sales of produced refined products (BPD)	247,220			242,560
Sales of refined products (BPD) (4)	263,520			253,750
Refinery utilization (5)	98.1		%	92.5		%
Average per produced barrel (6)
Net sales	$	113.28		$	116.55
Cost of products (7)	98.69			93.90
Refinery gross margin	14.59			22.65
Refinery operating expenses (8)	5.79			5.84
Net operating margin	$	8.80		$	16.81
Refinery operating expenses per throughput barrel (9)	$	5.36		$	5.31
Feedstocks:
Sweet crude oil	74		%	72		%
Sour crude oil	4		%	5		%
Heavy sour crude oil	18		%	13		%
Other feedstocks and blends	4		%	10		%
Total	100		%	100		%

Sales of produced refined products:
Gasolines	47	%	47	%
Diesel fuels	29	%	31	%
Jet fuels	9	%	9	%
Fuel oil	2	%	1	%
Asphalt	3	%	4	%
Lubricants	4	%	3	%
LPG and other	6	%	5	%
Total	100	%	100	%

33

	Three Months Ended March 31,
	2014			2013
Southwest Region (Navajo Refinery)
Crude charge (BPD) (1)	96,190			71,220
Refinery throughput (BPD) (2)	108,620			80,100
Refinery production (BPD) (3)	106,660			74,190
Sales of produced refined products (BPD)	104,600			71,160
Sales of refined products (BPD) (4)	110,240			89,820
Refinery utilization (5)	96.2		%	71.2		%
Average per produced barrel (6)
Net sales	$	116.04		$	121.97
Cost of products (7)	101.81			94.77
Refinery gross margin	14.23			27.20
Refinery operating expenses (8)	5.60			8.06
Net operating margin	$	8.63		$	19.14
Refinery operating expenses per throughput barrel (9)	$	5.39		$	7.16
Feedstocks:
Sweet crude oil	5		%	—		%
Sour crude oil	77		%	80		%
Heavy sour crude oil	7		%	10		%
Other feedstocks and blends	11		%	10		%
Total	100		%	100		%
Sales of produced refined products:
Gasolines	55		%	52		%
Diesel fuels	37		%	37		%
Fuel oil	4		%	7		%
Asphalt	1		%	1		%
LPG and other	3		%	3		%
Total	100		%	100		%

Rocky Mountain Region (Cheyenne and Woods Cross Refineries)
Crude charge (BPD) (1)	64,990			68,920
Refinery throughput (BPD) (2)	70,840			74,190
Refinery production (BPD) (3)	68,030			72,870
Sales of produced refined products (BPD)	71,240			72,390
Sales of refined products (BPD) (4)	74,960			78,540
Refinery utilization (5)	78.3		%	83.0		%
Average per produced barrel (6)
Net sales	$	110.64		$	108.26
Cost of products (7)	94.54			86.54
Refinery gross margin	16.10			21.72
Refinery operating expenses (8)	9.05			8.11
Net operating margin	$	7.05		$	13.61
Refinery operating expenses per throughput barrel (9)	$	9.10		$	7.91

34

	Three Months Ended March 31,
	2014		2013
Feedstocks:
Sweet crude oil	43	%	44	%
Sour crude oil	2	%	1	%
Heavy sour crude oil	31	%	34	%
Black wax crude oil	16	%	14	%
Other feedstocks and blends	8	%	7	%
Total	100	%	100	%
Sales of produced refined products:
Gasolines	53	%	59	%
Diesel fuels	31	%	27	%
Fuel oil	2	%	1	%
Asphalt	6	%	7	%
LPG and other	8	%	6	%
Total	100	%	100	%

Consolidated
Crude charge (BPD) (1)	416,210			380,620
Refinery throughput (BPD) (2)	446,370			421,310
Refinery production (BPD) (3)	435,860			407,270
Sales of produced refined products (BPD)	423,060			386,110
Sales of refined products (BPD) (4)	448,720			422,110
Refinery utilization (5)	94.0		%	85.9		%
Average per produced barrel (6)
Net sales	$	113.51		$	116.00
Cost of products (7)	98.76			92.68
Refinery gross margin	14.75			23.32
Refinery operating expenses (8)	6.29			6.68
Net operating margin	$	8.46		$	16.64
Refinery operating expenses per throughput barrel (9)	$	5.96		$	6.12
Feedstocks:
Sweet crude oil	52		%	53		%
Sour crude oil	21		%	19		%
Heavy sour crude oil	17		%	16		%
Black wax crude oil	3		%	2		%
Other feedstocks and blends	7		%	10		%
Total	100		%	100		%

Sales of produced refined products:
Gasolines	50	%	50	%
Diesel fuels	32	%	31	%
Jet fuels	5	%	6	%
Fuel oil	2	%	2	%
Asphalt	3	%	4	%
Lubricants	2	%	2	%
LPG and other	6	%	5	%
Total	100	%	100	%

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

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

(3) Refinery production represents the barrels per day of refined products yielded from processing crude and other refinery feedstocks through the crude units and other conversion units at our refineries.

35

(4) Includes refined products purchased for resale.

(5) Represents crude charge divided by total crude capacity (BPSD). Our consolidated crude capacity is 443,000 BPSD.

(6) Represents average per barrel amount for produced refined products sold, which is a non-GAAP measure. Reconciliations to amounts reported under GAAP are provided under “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part I of this Form 10-Q.

(7) Transportation, terminal and refinery storage costs billed from HEP are included in cost of products.

(8) Represents operating expenses of our refineries, exclusive of depreciation and amortization.

(9) Represents refinery operating expenses, exclusive of depreciation and amortization, divided by refinery throughput.

Results of Operations – Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Summary

Net income attributable to HollyFrontier stockholders for the three months ended March 31, 2014 was $152.1 million ($0.76 per basic and diluted share), a $181.6 million decrease compared to $333.7 million ($1.64 per basic and $1.63 per diluted share) for the three months ended March 31, 2013. Net income decreased due principally to a year-over-year decrease in first quarter refining margins. Refinery gross margins for the three months ended March 31, 2014 decreased to $14.75 per produced barrel from $23.32 for the three months ended March 31, 2013.

Sales and Other Revenues

Sales and other revenues increased 2% from $4,707.8 million for the three months ended March 31, 2013 to $4,791.1 million for the three months ended March 31, 2014 due to higher refined product sales volumes, partially offset by a year-over-year decrease in first quarter sales prices. The average sales price we received per produced barrel sold was $116.00 for the three months ended March 31, 2013 compared to $113.51 for the three months ended March 31, 2014. Sales and other revenues for the three months ended March 31, 2014 and 2013 include $15.2 million and $12.9 million, respectively, in HEP revenues attributable to pipeline and transportation services provided to unaffiliated parties.

Cost of Products Sold

Cost of products sold increased 9% from $3,792.5 million for the three months ended March 31, 2013 to $4,138.6 million for the three months ended March 31, 2014, due principally to higher crude oil costs and higher sales volumes of refined products. The average price we paid per barrel for crude oil and feedstocks and the transportation costs of moving the finished products to the market place increased 7% from $92.68 for the three months ended March 31, 2013 to $98.76 for the three months ended March 31, 2014.

Gross Refinery Margins

Gross refinery margin per produced barrel decreased 37% from $23.32 for the three months ended March 31, 2013 to $14.75 for the three months ended March 31, 2014. This was due to the effects of an increase in crude oil and feedstock prices combined with the decrease in average per barrel sales prices for refined products sold for the quarter. Gross refinery margin does not include the effects of depreciation and amortization. See “Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles” following Item 3 of Part 1 of this Form 10-Q for a reconciliation to the income statement of prices of refined products sold and cost of products purchased.

Operating Expenses

Operating expenses, exclusive of depreciation and amortization, increased 3% from $265.1 million for the three months ended March 31, 2013 to $274.0 million for the three months ended March 31, 2014 due principally to higher natural gas fuel costs during the quarter.

General and Administrative Expenses

General and administrative expenses decreased 8% from $29.2 million for the three months ended March 31, 2013 to $26.9 million for the three months ended March 31, 2014 due principally to lower incentive compensation expense during the quarter.

Depreciation and Amortization Expenses

Depreciation and amortization increased 12% from $71.8 million for the three months ended March 31, 2013 to $80.5 million for the three months ended March 31, 2014. The increase was due principally to depreciation and amortization attributable to capitalized improvement projects and capitalized refinery turnaround costs.

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Interest Income

Interest income for the three months ended March 31, 2014 was $1.4 million compared to $1.5 million for the three months ended March 31, 2013. This decrease was due to lower investment levels in marketable debt securities during the quarter.

Interest Expense

Interest expense was $12.3 million for the three months ended March 31, 2014 compared to $21.3 million for the three months ended March 31, 2013. This decrease was due to lower year-over-year debt levels principally as a result of the redemption of our $286.8 million 9.875% senior notes in June 2013. For the three months ended March 31, 2014 and 2013, interest expense included $10.5 million and $12.5 million, respectively, in interest costs attributable to HEP operations.

Loss on Early Extinguishment of Debt

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of $156.2 million , at which time it recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million.

Income Taxes

For the three months ended March 31, 2014, we recorded income tax expense of $87.6 million compared to $186.1 million for the three months ended March 31, 2013. This decrease is due principally to lower pre-tax earnings during the three months ended March 31, 2014 compared to the same period of 2013. Our effective tax rates, before consideration of earnings attributable to the noncontrolling interest, were 34.8% and 35.1% for the three months ended March 31, 2014 and 2013, respectively.

LIQUIDITY AND CAPITAL RESOURCES

HollyFrontier Credit Agreement

We have a $1 billion senior secured credit agreement that matures in July 2016 (the “HollyFrontier Credit Agreement”) and may be used to fund working capital requirements, capital expenditures, acquisitions and general corporate purposes. Obligations under the HollyFrontier Credit Agreement are collateralized by our inventory, accounts receivables and certain deposit accounts and guaranteed by our material, wholly-owned subsidiaries. At March 31, 2014, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $4.5 million under the HollyFrontier Credit Agreement.

HEP Credit Agreement

HEP has a $650 million senior secured revolving credit facility that matures in November 2018 (the “HEP Credit Agreement”) and is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. It is also available to fund letters of credit up to a $50 million sub-limit. At March 31, 2014, HEP was in compliance with all of its covenants, had outstanding borrowings of $537.7 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 (presented parenthetically in our consolidated balance sheets). Indebtedness under the HEP Credit Agreement involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. Any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

HollyFrontier Senior Notes

Our 6.875% senior notes ($150 million aggregate principal amount maturing November 2018) (the “HollyFrontier Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional debt, incur liens, enter into sale-and-leaseback transactions, pay dividends, enter into mergers, sell assets and enter into certain transactions with affiliates. Additionally, we have certain redemption rights under the HollyFrontier Senior Notes.

At any time, following notice to the trustee, that the HollyFrontier Senior Notes are rated investment grade by both Moody's and Standard & Poor's and no default or event of default exists, we are not subject to many of the foregoing covenants (a "Covenant Suspension"). As of March 31, 2014, the HollyFrontier Senior Notes were rated investment grade by both Standard & Poor's (BBB-) and by Moody's (Baa3). As a result, we are under the Covenant Suspension pursuant to the terms of the indenture governing the HollyFrontier Senior Notes.

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HollyFrontier Financing Obligation

We have a financing obligation that relates to a sale and lease-back of certain crude oil tankage that we sold to an affiliate of Plains All American Pipeline, L.P. (“Plains”) in October 2009 for $40.0 million. Monthly lease payments are recorded as a reduction in principal over the 15-year lease term ending in 2024.

HEP Senior Notes

HEP’s 6.5% senior notes ($300 million aggregate principal amount maturing March 2020) (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants. Additionally, HEP has certain redemption rights under the HEP Senior Notes.

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of $156.2 million, at which time HEP recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million. HEP funded the redemption with borrowings under the HEP Credit Agreement.

Indebtedness under the HEP Senior Notes involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. However, any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

Liquidity

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

As of March 31, 2014, our cash, cash equivalents and investments in marketable securities totaled $1.8 billion. 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.

We have a Board approved stock repurchase program that authorizes 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, corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. As of March 31, 2014, we had remaining authorization to repurchase up to $311.6 million under this stock repurchase program.

Cash and cash equivalents increased $134.5 million for the three months ended March 31, 2014. Net cash provided by operating activities of $394.9 million exceeded cash used for investing and financing activities of $113.0 million and $147.3 million, respectively. Working capital increased by $47.0 million during the three months ended March 31, 2014.

Cash Flows – Operating Activities

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Net cash flows provided by operating activities were $394.9 million for the three months ended March 31, 2014 compared to $248.6 million for the three months ended March 31, 2013, an increase of $146.4 million. Net income for the three months ended March 31, 2014 was $164.0 million, a decrease of $179.4 million compared to $343.4 million for the three months ended March 31, 2013. Non-cash adjustments to net income consisting of depreciation and amortization, earnings of equity method investments, net of distributions, the write-off of an unamortized discount on the early extinguishment of debt, deferred income taxes, equity-based compensation expense and fair value changes to derivative instruments totaled $73.4 million for the three months ended March 31, 2014 compared to $6.7 million for the same period in 2013. Changes in working capital items increased cash flows by $152.7 million for the three months ended March 31, 2014 compared to a decrease of $32.0 million for the three months ended March 31, 2013. Additionally, for the three months ended March 31, 2014, turnaround expenditures decreased to $4.3 million from $69.8 million for the same period of 2013.

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Cash Flows – Investing Activities and Planned Capital Expenditures

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Net cash flows used for investing activities were $113.0 million for the three months ended March 31, 2014 compared to $104.6 million for the three months ended March 31, 2013, an increase of $8.4 million. Cash expenditures for properties, plants and equipment for the first three months of 2014 increased to $124.3 million from $72.0 million for the same period in 2013. These include HEP capital expenditures of $20.6 million and $5.0 million for the three months ended March 31, 2014 and 2013, respectively. In addition, for the three months ended March 31, 2014, we invested $1.0 million in Sabine Biofuels and received total net repayments of $2.6 million of amounts previously advanced under Sabine Biofuels' working capital facility. Additionally, we received proceeds of $2.3 million from the sale of property and equipment for the three months ended March 31, 2013. Also for the three months ended March 31, 2014 and 2013, we invested $244.0 million and $178.3 million, respectively, in marketable securities and received proceeds of $253.7 million and $143.3 million, respectively, from the sale or maturity of marketable securities.

Planned Capital Expenditures

HollyFrontier Corporation

Each year our Board of Directors approves our annual capital budget which includes specific projects that management is authorized to undertake. Additionally, when conditions warrant or as new opportunities arise, additional projects may be approved. The funds appropriated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, our planned capital expenditures for a given year consist of expenditures appropriated in that year’s capital budget plus expenditures for projects appropriated in prior years which have not yet been completed. Our appropriated capital budget for 2014 is $185.0 million including both sustaining capital and major capital projects. We expect to spend approximately $400.0 million to $450.0 million in cash for capital projects appropriated in 2014 and prior years. This spending is comprised of $142.0 million to $160.0 million at the Woods Cross Refinery, $54.0 million to $61.0 million at the Tulsa Refineries, $85.0 million to $96.0 million at the El Dorado Refinery, $80.0 million to $90.0 million at the Cheyenne Refinery, $24.0 million to $27.0 million at the Navajo Refinery and $15.0 million to $16.0 million for miscellaneous other projects. In addition, we expect to spend approximately $77.0 million on refinery turnarounds. Refinery turnaround spending is amortized over the useful life of the turnaround.

A significant portion of our current capital spending is associated with compliance-oriented capital improvements. This spending is required due to existing consent decrees (for projects including FCC unit flue gas scrubbers and tail gas treatment units), federal fuels regulations (particularly, MSAT2 which mandates a reduction in the benzene content of blended gasoline), refinery waste water treatment improvements and other similar initiatives. Our refinery operations and related emissions are highly regulated at both federal and state levels, and we invest in our facilities as needed to remain in compliance with these standards. Additionally, when faced with new emissions or fuels standards, we seek to execute projects that facilitate compliance and also improve the operating costs and / or yields of associated refining processes.

El Dorado Refinery

Capital projects at the El Dorado Refinery include naphtha fractionation, an additional hydrogen plant and a Low-Nox addition to the FCC unit flue gas scrubber. Continuing project work is planned to include upgrades to the FCC unit to improve liquid yield, upgrades to the crude unit desalter and a new tail gas treatment unit to reduce air emissions in compliance with the El Dorado Refinery's existing EPA consent decree.

Tulsa Refineries

Capital spending for the Tulsa Refineries in 2014 includes previously approved capital appropriations for a gasoline-blending system and numerous infrastructure upgrades. Spending on maintenance capital items and general improvements continues at an elevated level at the Tulsa Refineries due to lower maintenance capital expenditures made prior to HollyFrontier's purchase of the facilities.

Navajo Refinery

The Navajo Refinery capital spending in 2014 will be principally directed toward previously approved capital appropriations as well as maintenance capital spending. Included among previously approved capital projects is a $25.0 million upgrade to the Navajo Refinery's waste water treatment system.

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Cheyenne Refinery

We are continuing with our previously approved plan to install a new hydrogen plant at the Cheyenne Refinery. The hydrogen plant, along with a now-completed naphtha fractionation project, is anticipated to allow us to reduce benzene content in Cheyenne gasoline production, while at the same time improving the refinery's overall liquid yields and light oils production. Previously appropriated projects still underway at Cheyenne include wastewater treatment plant improvements, a wet gas scrubber for the FCC unit to reduce air emissions and a redundant tail gas unit associated with the sulfur recovery process.

Woods Cross Refinery

Engineering and construction continue on our previously announced expansion project to increase planned processing capacity to 45,000 BPSD, at an expected cost of $300.0 million. On November 18, 2013, the Utah Division of Air Quality issued a revised air quality permit (the “Approval Order”) authorizing the expansion. On December 18, 2013, two local environmental groups filed an administrative appeal challenging the issuance of the Approval Order and seeking a stay of the Approval Order. On March 25, 2014, the administrative law judge issued a recommendation to the Executive Director of the Utah Department of Environmental Quality (the “DEQ”) recommending that the motion to stay the Approval Order be denied. The matter is now pending before the Executive Director of the DEQ. A final decision on the merits of the appeal will be made after briefing is completed. The expansion is expected to be completed in the fourth quarter of 2015. This project work includes a new rail loading rack for intermediates and finished products associated with refining waxy crude oil. Long lead equipment has been ordered and detailed engineering is approximately 70% completed. The expansion, and expected completion timeline and cost, are subject to the Woods Cross refinery successfully obtaining the Approval Order.

Regulatory compliance items or other presently existing or future environmental regulations / consent decrees could cause us to make additional capital investments beyond those described above and incur additional operating costs to meet applicable requirements, including those related to Federal Tier 3 gasoline standards.

HEP

Each year the Holly Logistic Services, L.L.C. board of directors approves HEP’s annual capital budget, which specifies capital projects that HEP management is authorized to undertake. Additionally, at times when conditions warrant or as new opportunities arise, special projects may be approved. The funds allocated for a particular capital project may be expended over a period of several years, depending on the time required to complete the project. Therefore, HEP’s planned capital expenditures for a given year consist of expenditures approved for capital projects included in its current year capital budget as well as, in certain cases, expenditures approved for capital projects in capital budgets for prior years. The 2014 HEP capital budget is comprised of $7.3 million for maintenance capital expenditures and $26.2 million for expansion capital expenditures. HEP expects to spend approximately $52.0 million in cash for capital projects approved in 2014 plus those approved in prior years but net yet completed, such as the projects discussed below.

HEP is proceeding with the expansion of its crude oil transportation system in southeastern New Mexico in response to increased crude oil production in the area. The expansion should provide shippers with additional pipeline takeaway capacity to either common carrier pipeline stations for transportation to major crude oil markets or to our New Mexico refining facilities. To complete the project, HEP is converting an existing refined products pipeline to crude oil service, constructing several new pipeline segments, expanding an existing pipeline and building new truck unloading stations and crude storage capacity. Excluding the value of the existing pipeline to be converted, total capital expenditures are expected to cost between $45.0 million and $50.0 million. The project is expected to provide increased capacity of up to 100,000 BPD across HEP's system and is expected to be in full service by August 2014.

UNEV is proceeding with a project to enhance its product terminal in Las Vegas, Nevada. HEP expects that the project will cost approximately $13.0 million with construction expected to be completed no later than the second quarter of 2014.

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Cash Flows – Financing Activities

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Net cash flows used for financing activities were $147.3 million for the three months ended March 31, 2014 compared to $29.2 million for the three months ended March 31, 2013, an increase of $118.2 million. During the three months ended March 31, 2014, we purchased $14.0 million in common stock, paid $158.6 million in dividends and recognized $5.2 million excess tax benefits on our equity-based compensation. Additionally, we sold inventories to third parties with the obligation to repurchase later at contractually fixed prices. Proceeds of $21.1 million received under these transactions are presented as a financing source of cash and are presented in our consolidated balance sheets as an accrued liability at March 31, 2014. Also during this period, HEP received $421.3 million and repaid $246.6 million under the HEP Credit Agreement, paid $156.2 million upon the redemption of HEP's 8.25% senior notes, paid distributions of $18.9 million to noncontrolling interests and purchased $0.3 million in HEP common units for recipients of its incentive grants. During the three months ended March 31, 2013, we received $73.4 million from the sale of HEP common units, purchased $6.6 million in common stock, paid $102.2 million in dividends and recognized $0.7 million excess tax benefits on our equity-based compensation. Also during this period, HEP received $57.0 million and repaid $110.0 million under the HEP Credit Agreement, paid distributions of $15.3 million to noncontrolling interests, purchased $2.7 million in HEP common units in the open market for recipients of its incentive grants and received proceeds of $73.4 million upon its March 2013 common unit offering.

Contractual Obligations and Commitments

HollyFrontier Corporation

There were no significant changes to our contractual obligations during the three months ended March 31, 2014.

HEP

During the three months ended March 31, 2014, HEP received net borrowings of $174.7 million resulting in $537.7 million of outstanding borrowings under the HEP Credit Agreement at March 31, 2014.

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018.

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, 2013. Certain critical accounting policies that materially affect the amounts recorded in our consolidated financial statements include the assessment and consolidation of variable interest entities, the use of the LIFO method of valuing certain inventories, the amortization of deferred costs for regular major maintenance and repairs at our refineries, assessing the possible impairment of certain long-lived assets and goodwill, accounting for derivative instruments and assessing contingent liabilities for probable losses.

We use the LIFO method of valuing inventory. Under the LIFO method, an actual valuation of inventory can only be made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually or more frequently if events or circumstances indicate the possibility of impairment. As of March 31, 2014, there have been no impairments to goodwill.

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RISK MANAGEMENT

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

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps and futures contracts to mitigate price exposure with respect to:

• our inventory positions;

• natural gas purchases;

• costs of crude oil and related grade differentials;

• prices of refined products; and

• our refining margins.

As of March 31, 2014, we have the following notional contract volumes related to all outstanding derivative contracts used to mitigate commodity price risk:

		Notional Contract Volumes by Year of Maturity
Contract Description	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Natural gas price swap - long	72,000,000	14,400,000	19,200,000	19,200,000	19,200,000	MMBTU
Natural gas price swap - short	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
WTI price swap - long	24,042,500	19,662,500	4,380,000	—	—	Barrels
Ultra-low sulfur diesel price swap - short	14,142,500	9,762,500	4,380,000	—	—	Barrels
Sub octane gasoline price swap - short	9,900,000	9,900,000	—	—	—	Barrels
WCS price swap - long	4,812,500	4,812,500	—	—	—	Barrels
NYMEX futures (WTI) - short	2,914,000	2,914,000	—	—	—	Barrels
Forward sales - diesel and gasoline	825,000	825,000	—	—	—	Barrels

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

	Estimated Change in Fair Value at March 31,
Commodity-based Derivative Contracts	2014		2013
	(In thousands)
Hypothetical 10% change in underlying commodity prices	$	72,458	$	27,011

Interest Rate Risk Management

HEP uses interest rate swaps to manage its exposure to interest rate risk.

As of March 31, 2014, HEP had three interest rate swap contracts that hedge its exposure to the cash flow risk caused by the effects of LIBOR changes on $305.0 million in credit agreement advances. The first interest rate swap effectively converts $155.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.99% plus an applicable margin of 2.00% as of March 31, 2014, which equaled an effective interest rate of 2.99%. This swap matures in February 2016. HEP has two additional interest rate swaps with identical terms which effectively convert $150.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.74% plus an applicable margin of 2.00% as of March 31, 2014, which equaled an effective interest rate of 2.74%. Both of these swap contracts mature in July 2017. These swap contracts have been designated as cash flow hedges.

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

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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 our earnings or cash flows. The outstanding principal, estimated fair value and estimated change in fair value (assuming a hypothetical 10% change in the yield-to-maturity rates) for these debt instruments as of March 31, 2014 is presented below:

	Outstanding Principal		Estimated Fair Value		Estimated Change in Fair Value
	(In thousands)
HollyFrontier Senior Notes	$	150,000	$	160,688	$	3,288
HEP Senior Notes	$	300,000	$	319,500	$	8,357

For the variable rate HEP Credit Agreement, changes in interest rates would affect cash flows, but not the fair value. At March 31, 2014, outstanding borrowings under the HEP Credit Agreement were $537.7 million. By means of its cash flow hedges, HEP has effectively converted the variable rate on $305.0 million of outstanding principal to a weighted average fixed rate of 2.87%. For the remaining unhedged Credit Agreement borrowings of $232.7 million, a hypothetical 10% change in interest rates applicable to the HEP Credit Agreement would not materially affect cash flows.

At March 31, 2014, our marketable securities included investments in investment grade, highly-liquid investments with maturities generally not greater than one year from the date of purchase and hence the interest rate market risk implicit in these investments is low. Due to the short-term nature of our cash and cash equivalents, a hypothetical 10% increase in interest rates would not have a material effect on the fair market value of our portfolio. Since we have the ability to liquidate this portfolio, we do not expect our operating results or cash flows to be materially affected by the effect of a sudden change in market interest rates on our investment portfolio.

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

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

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

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Set forth below is our calculation of EBITDA.

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Net income attributable to HollyFrontier stockholders	$	152,061		$	333,669
Add income tax provision	87,614			186,094
Add interest expense (1)	20,024			21,320
Subtract interest income	(1,405		)	(1,531		)
Add depreciation and amortization	80,548			71,762
EBITDA	$	338,842		$	611,314

(1) Includes loss on early extinguishment of debt of $7.7 million for the three months ended March 31, 2014.

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

Refinery gross margin and net operating margin are non-GAAP performance measures that are used by our management and others to compare our refining performance to that of other companies in our industry. We believe these margin measures are helpful to investors in evaluating our refining performance on a relative and absolute basis.

Refinery gross margin per barrel is the difference between average net sales price and average cost of products per barrel of produced refined products. Net operating margin per barrel is the difference between refinery gross margin and refinery operating expenses per barrel of produced refined products. These two margins do not include the effect of depreciation and amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income.

Other companies in our industry may not calculate these performance measures in the same manner.

Refinery Gross and Net Operating Margins

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

Reconciliation of produced product sales to total sales and other revenues

	Three Months Ended March 31,
	2014			2013
	(Dollars in thousands, except per barrel amounts)
Consolidated
Average sales price per produced barrel sold	$	113.51		$	116.00
Times sales of produced refined products sold (BPD)	423,060			386,110
Times number of days in period	90			90
Produced refined product sales	$	4,321,939		$	4,030,988
Total produced refined products sold	$	4,321,939		$	4,030,988
Add refined product sales from purchased products and rounding (1)	269,615			409,891
Total refined product sales	4,591,554			4,440,879
Add direct sales of excess crude oil (2)	165,407			236,250
Add other refining segment revenue (3)	18,119			15,297
Total refining segment revenue	4,775,080			4,692,426
Add HEP segment sales and other revenues	87,012			76,484
Add corporate and other revenues	1,115			563
Subtract consolidations and eliminations	(72,154		)	(61,684		)
Sales and other revenues	$	4,791,053		$	4,707,789

44

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

	Three Months Ended March 31,
	2014			2013
	(Dollars in thousands, except per barrel amounts)
Consolidated
Average cost of products per produced barrel sold	$	98.76		$	92.68
Times sales of produced refined products (BPD)	423,060			386,110
Times number of days in period	90			90
Cost of products for produced products sold	$	3,760,327		$	3,220,621
Total cost of products for produced products sold	$	3,760,327		$	3,220,621
Add refined product costs from purchased products and rounding (1)	268,808			394,087
Total cost of refined products sold	4,029,135			3,614,708
Add crude oil cost of direct sales of excess crude oil (2)	166,283			226,268
Add other refining segment cost of products sold (4)	14,304			12,193
Total refining segment cost of products sold	4,209,722			3,853,169
Subtract consolidations and eliminations	(71,102		)	(60,634		)
Costs of products sold (exclusive of depreciation and amortization)	$	4,138,620		$	3,792,535

Reconciliation of average refinery operating expenses per produced barrel sold to total operating expenses

	Three Months Ended March 31,
	2014			2013
	(Dollars in thousands, except per barrel amounts)
Consolidated
Average refinery operating expenses per produced barrel sold	$	6.29		$	6.68
Times sales of produced refined products (BPD)	423,060			386,110
Times number of days in period	90			90
Refinery operating expenses for produced products sold	$	239,494		$	232,129
Total refinery operating expenses for produced products sold	$	239,494		$	232,129
Add other refining segment operating expenses and rounding (5)	11,114			7,756
Total refining segment operating expenses	250,608			239,885
Add HEP segment operating expenses	22,812			26,029
Add corporate and other costs	868			(481		)
Subtract consolidations and eliminations	(322		)	(334		)
Operating expenses (exclusive of depreciation and amortization)	$	273,966		$	265,099

45

Reconciliation of net operating margin per barrel to refinery gross margin per barrel to total sales and other revenues

	Three Months Ended March 31,
	2014			2013
	(Dollars in thousands, except per barrel amounts)
Consolidated
Net operating margin per barrel	$	8.46		$	16.64
Add average refinery operating expenses per produced barrel	6.29			6.68
Refinery gross margin per barrel	14.75			23.32
Add average cost of products per produced barrel sold	98.76			92.68
Average sales price per produced barrel sold	$	113.51		$	116.00
Times sales of produced refined products sold (BPD)	423,060			386,110
Times number of days in period	90			90
Produced refined products sales	$	4,321,939		$	4,030,988
Total produced refined products sales	$	4,321,939		$	4,030,988
Add refined product sales from purchased products and rounding (1)	269,615			409,891
Total refined product sales	4,591,554			4,440,879
Add direct sales of excess crude oil (2)	165,407			236,250
Add other refining segment revenue (3)	18,119			15,297
Total refining segment revenue	4,775,080			4,692,426
Add HEP segment sales and other revenues	87,012			76,484
Add corporate and other revenues	1,115			563
Subtract consolidations and eliminations	(72,154		)	(61,684		)
Sales and other revenues	$	4,791,053		$	4,707,789

(1) We purchase finished products when opportunities arise that provide a profit on the sale of such products, or to meet delivery commitments.

(2) We purchase crude oil that at times exceeds the supply needs of our refineries. Quantities in excess of our needs are sold at market prices to purchasers of crude oil that are recorded on a gross basis with the sales price recorded as revenues and the corresponding acquisition cost as inventory and then upon sale as cost of products sold. Additionally, at times we enter into buy/sell exchanges of crude oil with certain parties to facilitate the delivery of quantities to certain locations that are netted at carryover cost.

(3) Other refining segment revenue includes the incremental revenues associated with NK Asphalt and miscellaneous revenue.

(4) Other refining segment cost of products sold includes the incremental cost of products for NK Asphalt and miscellaneous costs.

(5) Other refining segment operating expenses include the marketing costs associated with our refining segment and the operating expenses of NK Asphalt.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Our principal executive officer and principal financial officer have evaluated, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2014.

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.

46

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Commitment and Contingency Reserves

We periodically establish reserves for certain legal proceedings. The establishment of a reserve involves an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, future changes in the facts and circumstances could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

While the outcome and impact on us cannot be predicted with certainty, management believes that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on our consolidated financial position or cash flow. Operating results, however, could be significantly impacted in the reporting periods in which such matters are resolved.

Environmental Matters

We are reporting the following proceedings to comply with SEC regulations which require us to disclose proceedings arising under federal, state or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings may result in monetary sanctions of $100,000 or more. Our respective subsidiaries have or will develop corrective action plans regarding these disclosures that will be implemented in consultation with the respective federal and state agencies. It is not possible to predict the ultimate outcome of these proceedings, although none are currently expected to have a material effect on our consolidated financial position.

Frontier Refining LLC (“FR”), our wholly-owned subsidiary, has undertaken environmental audits at the Cheyenne Refinery regarding compliance with federal and state environmental requirements. By letters dated October 5, 2012, November 7, 2012, and January 10, 2013, and pursuant to EPA's audit policy to the extent applicable, FR submitted reports to the EPA voluntarily disclosing non-compliance with certain emission limitations, reporting requirements, and provisions of a 2009 federal consent decree. By letters dated October 31, 2012, February 6, 2013, June 21, 2013, July 9, 2013 and July 25, 2013, and pursuant to applicable Wyoming audit statutes, FR submitted environmental audit reports to the Wyoming Department of Environmental Quality (“WDEQ”) voluntarily disclosing non-compliance with certain notification, reporting, and other provisions of the refinery's state air permit and other environmental regulatory requirements. Additional self-disclosures and follow-up correspondence are anticipated as the audit activities are completed. No further action has been taken by either agency at this time. The Cheyenne Refinery also has two outstanding Notices of Violations issued in 2011 and 2013 that are subject to ongoing settlement negotiations with the WDEQ. The Notices of Violations issued in 2010 have been settled. Additional air and other environmental audits for the Cheyenne Refinery are scheduled for 2014.

Between November 2010 and February 2012, certain of our subsidiaries submitted multiple reports to the EPA to voluntarily disclose non-compliance with fuels regulations at the Cheyenne, El Dorado, Navajo, Tulsa and Woods Cross refineries and at the Cedar City, Utah and Henderson, Colorado terminals. The EPA has requested additional information regarding certain of these reports, and our subsidiaries have complied with all requests received to date.

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, 2013. You should carefully consider the risk factors discussed in our 2013 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.

47

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

(c) Common Stock Repurchases Made in the Quarter

Under our common stock repurchase programs, repurchases are being made from time to time in the open market or privately negotiated transactions based on market conditions, securities law limitations and other factors. The following table includes repurchases made under these programs during the first quarter of 2014.

Period	Total Number of Shares Purchased (1)	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
January 2014	—	$	—	—	$	311,571,488
February 2014	25,000	$	45.62	—	$	311,571,488
March 2014	104,013	$	48.57	—	$	311,571,488
Total for January to March 2014	129,013			—

(1) Shares repurchased in the first quarter of 2014 were not purchased under our approved general stock repurchase program, but rather pursuant to separate authority from our Board of Directors. These repurchases were made in the open market.

Item 6. Exhibits

The Exhibit Index on page 50 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.

48

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: May 6, 2014		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: May 6, 2014		/s/ J. W. Gann, Jr.
		J. W. Gann, Jr.
		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

49

Exhibit Index

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed July 8, 2011, File No. 1-03876).
3.2	Amended and Restated By-Laws of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K filed February 20, 2014, File No. 1-03876).
10.1	Second Amended and Restated Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated January 7, 2014, between Frontier El Dorado Refining LLC and El Dorado Logistics LLC (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed January 13, 2014, File No. 1-03876).
10.2	Ninth Amended and Restated Omnibus Agreement, dated January 7, 2014, among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on Form 8-K filed January 13, 2014, File No. 1-03876).
10.3	Third Amendment to Lease and Access Agreement (El Dorado), dated January 7, 2014, between Frontier El Dorado Refining LLC and El Dorado Logistics LLC (incorporated by reference to Exhibit 10.36 of Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, 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 March 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

* Filed herewith.

** Furnished herewith.

+ Filed electronically herewith.

50

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael C. Jennings, 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

Date: May 6, 2014	/s/ Michael C. Jennings
	Michael C. Jennings
	Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Douglas S. Aron, 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: May 6, 2014	/s/ Douglas S. Aron
	Douglas S. Aron
	Executive Vice President and Chief Financial Officer

EX-32.1

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 March 31, 2014 and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael C. Jennings, 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: May 6, 2014	/s/ Michael C. Jennings
	Michael C. Jennings
	Chief Executive Officer and President

EX-32.2

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 March 31, 2014 and filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas S. Aron, 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: May 6, 2014	/s/ Douglas S. Aron
	Douglas S. Aron
	Executive Vice President and Chief Financial Officer

XML

Financial Instruments (Estimated Fair Values Of Debt Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 96,629	$ 1,670
Derivative Liability, Fair Value, Gross Liability	19,998	65,375
Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	848,363	770,114
Derivative Liability, Fair Value, Gross Liability	532,344	688,416
Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	848,363	770,114
Derivative Liability, Fair Value, Gross Liability	561,612	721,732
Level 1 [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability		0
Level 1 [Member] | Carrying Amount [Member] | Holly Frontier [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	0	0
Level 1 [Member] | Carrying Amount [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	0
Derivative Liability, Fair Value, Gross Liability	0	0
Level 1 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	0	0
Derivative Liability, Fair Value, Gross Liability	3,450	3,569
Level 2 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	827,161	763,142
Derivative Liability, Fair Value, Gross Liability	514,487	675,873
Level 3 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	21,202	6,972
Derivative Liability, Fair Value, Gross Liability	43,675	42,290
Marketable Securities [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	715,518	725,160
Marketable Securities [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	715,518	725,160
Marketable Securities [Member] | Level 2 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	715,518	725,160
Nymex Futures Contracts [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	3,450	3,569
Nymex Futures Contracts [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	3,450	3,569
Nymex Futures Contracts [Member] | Level 1 [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	3,450	3,569
Nymex Futures Contracts [Member] | Level 2 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	0	0
Nymex Futures Contracts [Member] | Level 3 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	0
Commodity Price Swaps [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	129,128	43,284
Derivative Liability, Fair Value, Gross Liability	76,297	83,349
Commodity Price Swaps [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	129,128	43,284
Derivative Liability, Fair Value, Gross Liability	76,297	83,349
Commodity Price Swaps [Member] | Level 2 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	110,015	36,312
Derivative Liability, Fair Value, Gross Liability	32,622	41,059
Commodity Price Swaps [Member] | Level 3 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	19,113	6,972
Derivative Liability, Fair Value, Gross Liability	43,675	42,290
Commodity Contract [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	2,089
Commodity Contract [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	2,089
Commodity Contract [Member] | Level 2 [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	0
Commodity Contract [Member] | Level 3 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	2,089
HEP Interest Rate Swap [Member] | Carrying Amount [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	1,628	1,670
Derivative Liability, Fair Value, Gross Liability	1,677	1,814
HEP Interest Rate Swap [Member] | Fair Value [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	1,628	1,670
Derivative Liability, Fair Value, Gross Liability	1,677	1,814
HEP Interest Rate Swap [Member] | Level 2 [Member] | Fair Value [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Asset, Fair Value, Gross Asset	1,628	1,670
Derivative Liability, Fair Value, Gross Liability	1,677	1,814
Senior Notes [Member] | Carrying Amount [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	154,830	155,054
Senior Notes [Member] | Carrying Amount [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	296,090	444,630
Senior Notes [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	160,688	161,250
Senior Notes [Member] | Fair Value [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	319,500	471,750
Senior Notes [Member] | Level 2 [Member] | Fair Value [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	160,688	161,250
Senior Notes [Member] | Level 2 [Member] | Fair Value [Member] | HEP [Member]
Debt Instrument [Line Items]
Derivative Liability, Fair Value, Gross Liability	$ 319,500	$ 471,750

XML

Derivative Instruments And Hedging Activities Interest Rate Swaps (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative [Line Items]
Derivative Instruments, change in fair value	$ 86,988	$ 16,886
Amortization of unrealized loss attributable to discontinued cash flow hedges	270	939
Derivative Instruments, Gain (Loss) Recognized in Income	4,952	(28,643)
HEP [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income	(538)	(1,353)
Unrealized Gain (Loss) on Cash Flow Hedging Instruments	95	1,411
HEP Interest Rate Swap [Member] | HEP [Member]
Derivative [Line Items]
Derivative Instruments, change in fair value	(443)	58
(Gain) Loss Reclassified to Earnings Due to Settlements	538	504
Amortization of unrealized loss attributable to discontinued cash flow hedges		849
Derivative Instruments, Gain (Loss) Recognized in Income	(538)	(1,353)
Interest Expense [Member] | HEP [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income	$ (538)	$ (1,353)

XML

Environmental (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Loss Contingencies [Line Items]
Environmental remediation costs	$ 0.3	$ 0.1
Accrued environmental liability	85.2		87.8
Other Long Term Liabilities [Member]
Loss Contingencies [Line Items]
Accrued environmental liability	$ 72.0		$ 73.6

XML

Derivative Instruments And Hedging Activities Location of Gain Loss in Income Statement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Economic Hedges, Net	$ (22)	$ 28,599
Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Economic Hedges, Net	26	33,592
Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Economic Hedges, Net	$ (48)	$ (4,993)

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Cash and Cash Equivalents and Investments in Marketable Securities (Available-For-Sale Securities) (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Certificates of Deposit [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Available-for-Sale Securities, Amortized Cost	$ 64,703,000		$ 74,802,000
Available-for-Sale Securities, Gross Unrealized Gain	20,000		21,000
Available-for-sale Securities, Gross Unrealized Losses	0		(1,000)
Available-for-sale Securities, Fair Value (Net Carrying Amount)	64,723,000		74,822,000
Commercial Paper [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Available-for-Sale Securities, Amortized Cost	72,568,000		78,216,000
Available-for-Sale Securities, Gross Unrealized Gain	20,000		28,000
Available-for-sale Securities, Gross Unrealized Losses	0		0
Available-for-sale Securities, Fair Value (Net Carrying Amount)	72,588,000		78,244,000
Corporate Debt Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Available-for-Sale Securities, Amortized Cost	136,056,000		96,889,000
Available-for-Sale Securities, Gross Unrealized Gain	15,000		6,000
Available-for-sale Securities, Gross Unrealized Losses	(64,000)		(44,000)
Available-for-sale Securities, Fair Value (Net Carrying Amount)	136,007,000		96,851,000
US States and Political Subdivisions Debt Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Available-for-Sale Securities, Amortized Cost	442,167,000		475,235,000
Available-for-Sale Securities, Gross Unrealized Gain	66,000		49,000
Available-for-sale Securities, Gross Unrealized Losses	(33,000)		(41,000)
Available-for-sale Securities, Fair Value (Net Carrying Amount)	442,200,000		475,243,000
Total Marketable Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Investment Income, Interest	600,000	500,000
Available-for-Sale Securities, Amortized Cost	715,494,000		725,142,000
Available-for-Sale Securities, Gross Unrealized Gain	121,000		104,000
Available-for-sale Securities, Gross Unrealized Losses	(97,000)		(86,000)
Available-for-sale Securities, Fair Value (Net Carrying Amount)	$ 715,518,000		$ 725,160,000

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Retirement Plan (Tables)

3 Months Ended

Mar. 31, 2014

Pension and Other Postretirement Benefit Expense [Abstract]

Net Periodic Pension Expense

The net periodic benefit expense of this plan consisted of the following components:

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Service cost – benefit earned during the period	$	224		$	278
Interest cost on projected benefit obligations	159			159
Amortization of prior service credit	(1,074		)	(1,474		)
Amortization of net loss	—			31
Loss on settlement	—			1,726
Net periodic post-retirement expense (credit)	$	(691	)	$	720

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Equity (Changes To Equity) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Paid for Tax Withholding for Share Based Compensation	90,393
Balance at December 31, 2013	$ 5,999,620
Net income	163,962		343,371
Other comprehensive income, after tax	53,300		12,551
Balance at March 31, 2014	6,045,086
Holly Corporation Stockholders' Equity [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at December 31, 2013	5,999,620
Net income	152,061
Dividends	(159,670)
Distributions to noncontrolling interest holders	0
Other comprehensive income, after tax	53,242
Equity-based compensation	5,366
Excess tax benefit attributable to equity-based compensation	5,156
Purchase of treasury stock	(10,689)	[1]
Purchase of HEP units for restricted grants	0
Other	0
Balance at March 31, 2014	6,045,086
Noncontrolling Interest [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at December 31, 2013	609,778
Net income	11,901
Dividends	0
Distributions to noncontrolling interest holders	(18,881)
Other comprehensive income, after tax	58
Equity-based compensation	820
Excess tax benefit attributable to equity-based compensation	0
Purchase of treasury stock	0	[1]
Purchase of HEP units for restricted grants	336
Other	75
Balance at March 31, 2014	603,415
Total Equity [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at December 31, 2013	6,609,398
Net income	163,962
Dividends	(159,670)
Distributions to noncontrolling interest holders	(18,881)
Other comprehensive income, after tax	53,300
Equity-based compensation	6,186
Excess tax benefit attributable to equity-based compensation	5,156
Purchase of treasury stock	(10,689)	[1]
Purchase of HEP units for restricted grants	336
Other	75
Balance at March 31, 2014	$ 6,648,501

[1] Includes 90,393 shares withheld under the terms of stock-based compensation agreements to provide funds for the payment of payroll and income taxes due at the vesting of share-based awards.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Schedule Of Earnings Per Share

The following is a reconciliation of the components of the basic and diluted per share computations for net income attributable to HollyFrontier stockholders:

	Three Months Ended March 31,
	2014		2013
	(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders	$	152,061	$	333,669
Participating securities' share in earnings	466		1,294
Net income attributable to common shares	$	151,595	$	332,375
Average number of shares of common stock outstanding	198,297		202,726
Effect of dilutive variable restricted shares andperformance share units (1)	627		702
Average number of shares of common stock outstanding assuming dilution	198,924		203,428
Basic earnings per share	$	0.76	$	1.64
Diluted earnings per share	$	0.76	$	1.63
(1) Excludes anti-dilutive restricted and performance share units of:	14		—

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Debt (Carrying Amounts Of Long-Term Debt) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Debt Instrument [Line Items]
Total long-term debt	$ 1,023,057,000		$ 997,519,000
Capitalized interest attributable to construction projects	3,000,000	3,400,000
Holly Corporation [Member]
Debt Instrument [Line Items]
Total long-term debt	189,267,000		189,889,000
6.875% Senior Notes Due 2018 [Member]
Debt Instrument [Line Items]
Principal	150,000,000		150,000,000
Unamortized Premium	4,830,000		5,054,000
Long-term debt carrying amount	154,830,000		155,054,000
Holly Financing Obligation [Member]
Debt Instrument [Line Items]
Financing obligation	34,437,000		34,835,000
HEP [Member]
Debt Instrument [Line Items]
Total HEP long-term debt	833,790,000		807,630,000
Total long-term debt	833,790,000		807,630,000
HEP [Member] | Holly Energy Partners Credit Agreement [Member]
Debt Instrument [Line Items]
HEP Credit Agreement	537,700,000		363,000,000
HEP [Member] | 8.25% Senior Notes Due 2018 [Member]
Debt Instrument [Line Items]
Principal	0		150,000,000
Unamortized discount	0		(1,297,000)
Long-term debt carrying amount	0		148,703,000
HEP [Member] | 6.5% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Principal	300,000,000		300,000,000
Unamortized discount	(3,910,000)		(4,073,000)
Long-term debt carrying amount	$ 296,090,000		$ 295,927,000

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Stock-Based Compensation (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	$ 5.4	$ 7.5
HEP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	$ 0.8	$ 1.1
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost, weighted-average period of recognition, years	1 year 4 months
Restricted Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement Vesting Period	3 years
Performance Share Units Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost, weighted-average period of recognition, years	1 year 8 months
Performance Share Units Member | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement Vesting Period	3 years

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Holly Energy Partners (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Customers	Mar. 31, 2013
Variable Interest Entity [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		1,875,000
Proceeds from Issuance of Common Stock		$ 73.4
HEP [Member]
Variable Interest Entity [Line Items]
Percentage of general partner interest	2.00%
Number of primary customers	2
Percentage of revenue Holly Corp represents	83.00%
Percentage of ownership in variable interest entity	39.00%
Annual contract payment	$ 225.5
Sale of Stock, Number of Shares Issued in Transaction		1,875,000

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Derivative Instruments And Hedging Activities (Summary Of Balance Sheet Locations And Related Fair Values Of Outstanding Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 96,629	$ 1,670
Derivative designated as cash flow hedging instrument asset - gross liability	(40,044)
Derivative designated as cash flow hedging instrument asset - net asset	56,585	1,670
Derivative Instrument Not Designated as Cash Flow Hedging Instrument Asset - net Asset	14,648	6,972
Derivative designated as Cash Flow Hedging Instrument Liability - Net Liability	11,958	41,696
Derivative Instrument not Designated as Cash Flow Hedging Instrument Asset - Gross Asset	19,093	6,972
Derivative Instrument not Designated as Cash Flow Hedging Instrument Asset - Gross Liability	0	0
Derivative Designated as Cash Flow Hedging Instrument Liability - Gross Liability	19,998	65,375
Derivative Designated as Cash Flow Hedging Instrument Liability - Gross Asset	(8,040)	(23,679)
Derivative Not Designated as Cash Flow Hedging Instruments Liability - Gross Asset	(9,083)	(12,611)
Derivative Not Designated as Cash Flow Hedging Instruments Liability - Net Liability	7,854	10,724
Derivative Instruments Assets - Net Asset	71,233	8,642
Derivative Instruments Liabilities - Net Liabilities Classified as Current	3,450	26,843
Derivative Instruments Liabilities - Net Liabilities Classified as Noncurrent	16,362	25,577
Derivative Instruments Liabilities Classified as Liabilities	19,812	52,420
Commodity Contract [Member]
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	92,912	0
Derivative Instrument Not Designated as Cash Flow Hedging Instrument Liability - Gross Liability	13,487	19,766
Derivative designated as cash flow hedging instrument asset - gross liability	(40,044)	0
Derivative designated as cash flow hedging instrument asset - net asset	52,868	0
Derivative Instrument Not Designated as Cash Flow Hedging Instrument Asset - net Asset	14,648	6,972
Derivative designated as Cash Flow Hedging Instrument Liability - Net Liability	10,281	39,882
Derivative Instrument not Designated as Cash Flow Hedging Instrument Asset - Gross Asset	19,093	6,972
Derivative Instrument not Designated as Cash Flow Hedging Instrument Asset - Gross Liability	(4,445)	0
Derivative Designated as Cash Flow Hedging Instrument Liability - Gross Liability	18,321	63,561
Derivative Designated as Cash Flow Hedging Instrument Liability - Gross Asset	(8,040)	(23,679)
Derivative Not Designated as Cash Flow Hedging Instruments Liability - Gross Asset	(9,083)	(12,611)
Derivative Not Designated as Cash Flow Hedging Instruments Liability - Net Liability	4,404	7,155
HEP Interest Rate Swap [Member]
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	1,628	1,670
Derivative designated as cash flow hedging instrument asset - gross liability	0
Derivative designated as cash flow hedging instrument asset - net asset	1,628	1,670
Derivative designated as Cash Flow Hedging Instrument Liability - Net Liability	1,677	1,814
Derivative Designated as Cash Flow Hedging Instrument Liability - Gross Liability	1,677
Derivative Designated as Cash Flow Hedging Instrument Liability - Gross Asset	0
Derivative Financial Instruments, Assets [Member]
Derivative [Line Items]
Derivative designated as cash flow hedging instrument asset - gross liability		0
Derivative Instrument not Designated as Cash Flow Hedging Instrument Asset - Gross Liability	(4,445)	0
Derivative Financial Instruments, Liabilities [Member]
Derivative [Line Items]
Derivative Instrument Not Designated as Cash Flow Hedging Instrument Liability - Gross Liability	16,937	23,335
Nymex Futures Contracts [Member]
Derivative [Line Items]
Derivative Instrument Not Designated as Cash Flow Hedging Instrument Liability - Gross Liability	3,450	3,569
Derivative Instrument Not Designated as Cash Flow Hedging Instrument Asset - net Asset	0	0
Derivative Instrument not Designated as Cash Flow Hedging Instrument Asset - Gross Asset	0	0
Derivative Not Designated as Cash Flow Hedging Instruments Liability - Net Liability	3,450	3,569
Prepayments And Other [Member]
Derivative [Line Items]
Derivative Instruments Assets - Net Asset	68,572	6,972
Other Intangible Assets [Member]
Derivative [Line Items]
Derivative Instruments Assets - Net Asset	2,661	1,670
Forward Contracts [Member]
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset	2,089
Derivative designated as cash flow hedging instrument asset - net asset	$ 2,089

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Supplemental Guarantor/Non-Guarantor Financial Information Consolidating Statement of Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	$ 4,791,053	$ 4,707,789
Cost of products sold	4,138,620	3,792,535
Operating expenses	273,966	265,099
General and administrative	26,923	29,198
Depreciation and amortization	80,548	71,762
Total operating costs and expenses	4,520,057	4,158,594
Income (loss) from operations	270,996	549,195
Earnings (loss) of equity method investments	(801)	59
Interest income (expense)	(10,942)	(19,789)
Loss on early extinguishment of debt	(7,677)	0
Nonoperating Income (Expense)	(19,420)	(19,730)
Income before income taxes	251,576	529,465
Income tax provision	87,614	186,094
Net income	163,962	343,371
Less net income attributable to noncontrolling interest	11,901	9,702
Net income attributable to HollyFrontier stockholders	152,061	333,669
Comprehensive income attributable to HollyFrontier stockholders	205,303	345,428
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	101	531
Cost of products sold	0	0
Operating expenses	0	0
General and administrative	21,107	24,131
Depreciation and amortization	1,790	926
Total operating costs and expenses	22,897	25,057
Income (loss) from operations	(22,796)	(24,526)
Earnings (loss) of equity method investments	262,359	550,910
Interest income (expense)	(424)	(7,221)
Loss on early extinguishment of debt	0
Nonoperating Income (Expense)	261,935	543,689
Income before income taxes	239,139	519,163
Income tax provision	87,539	186,039
Net income	151,600	333,124
Less net income attributable to noncontrolling interest	0	0
Net income attributable to HollyFrontier stockholders	151,600	333,124
Comprehensive income attributable to HollyFrontier stockholders	204,842	344,883
Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	4,775,123	4,692,426
Cost of products sold	4,209,722	3,853,128
Operating expenses	251,476	239,423
General and administrative	2,626	1,775
Depreciation and amortization	67,107	60,620
Total operating costs and expenses	4,530,931	4,154,946
Income (loss) from operations	244,192	537,480
Earnings (loss) of equity method investments	16,022	11,633
Interest income (expense)	2,145	1,797
Loss on early extinguishment of debt	0
Nonoperating Income (Expense)	18,167	13,430
Income before income taxes	262,359	550,910
Income tax provision	0	0
Net income	262,359	550,910
Less net income attributable to noncontrolling interest	0	0
Net income attributable to HollyFrontier stockholders	262,359	550,910
Comprehensive income attributable to HollyFrontier stockholders	349,384	568,415
Non Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	971	32
Cost of products sold	0	41
Operating expenses	0	(19)
General and administrative	39	60
Depreciation and amortization	0	0
Total operating costs and expenses	39	82
Income (loss) from operations	932	(50)
Earnings (loss) of equity method investments	16,283	11,992
Interest income (expense)	130	289
Loss on early extinguishment of debt	0
Nonoperating Income (Expense)	16,413	12,281
Income before income taxes	17,345	12,231
Income tax provision	0	0
Net income	17,345	12,231
Less net income attributable to noncontrolling interest	0	0
Net income attributable to HollyFrontier stockholders	17,345	12,231
Comprehensive income attributable to HollyFrontier stockholders	17,382	12,850
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	0	0
Cost of products sold	0	0
Operating expenses	0	0
General and administrative	0	0
Depreciation and amortization	0	0
Total operating costs and expenses	0	0
Income (loss) from operations	0	0
Earnings (loss) of equity method investments	(279,704)	(563,141)
Interest income (expense)	0	0
Loss on early extinguishment of debt	0
Nonoperating Income (Expense)	(279,704)	(563,141)
Income before income taxes	(279,704)	(563,141)
Income tax provision	0	0
Net income	(279,704)	(563,141)
Less net income attributable to noncontrolling interest	0	0
Net income attributable to HollyFrontier stockholders	(279,704)	(563,141)
Comprehensive income attributable to HollyFrontier stockholders	(366,766)	(581,265)
Holly Frontier Corp. Before Consolidation Of HEP [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	4,776,195	4,692,989
Cost of products sold	4,209,722	3,853,169
Operating expenses	251,476	239,404
General and administrative	23,772	25,966
Depreciation and amortization	68,897	61,546
Total operating costs and expenses	4,553,867	4,180,085
Income (loss) from operations	222,328	512,904
Earnings (loss) of equity method investments	14,960	11,394
Interest income (expense)	1,851	(5,135)
Loss on early extinguishment of debt	0
Nonoperating Income (Expense)	16,811	6,259
Income before income taxes	239,139	519,163
Income tax provision	87,539	186,039
Net income	151,600	333,124
Less net income attributable to noncontrolling interest	0	0
Net income attributable to HollyFrontier stockholders	151,600	333,124
Comprehensive income attributable to HollyFrontier stockholders	204,842	344,883
Non-Guarantor Non-Restricted Subsidiaries (HEP Segment) [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	87,012	76,484
Cost of products sold	0	0
Operating expenses	22,812	26,029
General and administrative	3,151	3,232
Depreciation and amortization	15,184	13,749
Total operating costs and expenses	41,147	43,010
Income (loss) from operations	45,865	33,474
Earnings (loss) of equity method investments	522	657
Interest income (expense)	(10,451)	(12,382)
Loss on early extinguishment of debt	(7,677)
Nonoperating Income (Expense)	(17,606)	(11,725)
Income before income taxes	28,259	21,749
Income tax provision	75	55
Net income	28,184	21,694
Less net income attributable to noncontrolling interest	3,637	2,890
Net income attributable to HollyFrontier stockholders	24,547	18,804
Comprehensive income attributable to HollyFrontier stockholders	24,585	19,423
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Sales and other revenues	(72,154)	(61,684)
Cost of products sold	(71,102)	(60,634)
Operating expenses	(322)	(334)
General and administrative	0	0
Depreciation and amortization	(3,533)	(3,533)
Total operating costs and expenses	(74,957)	(64,501)
Income (loss) from operations	2,803	2,817
Earnings (loss) of equity method investments	(16,283)	(11,992)
Interest income (expense)	(2,342)	(2,272)
Loss on early extinguishment of debt	0
Nonoperating Income (Expense)	(18,625)	(14,264)
Income before income taxes	(15,822)	(11,447)
Income tax provision	0	0
Net income	(15,822)	(11,447)
Less net income attributable to noncontrolling interest	8,264	6,812
Net income attributable to HollyFrontier stockholders	(24,086)	(18,259)
Comprehensive income attributable to HollyFrontier stockholders	$ (24,124)	$ (18,878)

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Retirement Plan (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Tax		$ 1.7
Pension Plans, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Transition Costs	$ 2.6	$ 2.9

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Inventories
Crude oil	$ 617,422		$ 567,281
Other raw materials and unfinished products	208,080	[1]	154,534	[1]
Finished products	675,619	[2]	519,633	[2]
Process chemicals	3,993	[3]	3,504	[3]
Repairs and maintenance supplies and other	85,178		109,295
Inventories, total	$ 1,590,292		$ 1,354,247

[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.

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Financial Instruments

3 Months Ended

Mar. 31, 2014

Financial Instruments, Owned, at Fair Value [Abstract]

Financial Instruments

Financial Instruments

Our financial instruments consist of cash and cash equivalents, investments in marketable securities, accounts receivable, accounts payable, debt and derivative instruments. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value. HEP's outstanding credit agreement borrowings also approximate fair value as interest rates are reset frequently at current interest rates.

Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability, including assumptions about risk). GAAP categorizes inputs used in fair value measurements into three broad levels as follows:

• (Level 1) Quoted prices in active markets for identical assets or liabilities.

• (Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

• (Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.

The carrying amounts and estimated fair values of our investments in marketable securities, derivative instruments and senior notes at March 31, 2014 and December 31, 2013 were as follows:

					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
March 31, 2014
Assets:
Marketable securities	$	715,518	$	715,518	$	—	$	715,518	$	—
Commodity price swaps	129,128		129,128		—		110,015		19,113
Forward sales contracts	2,089		2,089		—		—		2,089
HEP interest rate swaps	1,628		1,628		—		1,628		—
Total assets	$	848,363	$	848,363	$	—	$	827,161	$	21,202
Liabilities:
NYMEX futures contracts	$	3,450	$	3,450	$	3,450	$	—	$	—
Commodity price swaps	76,297		76,297		—		32,622		43,675
HollyFrontier senior notes	154,830		160,688		—		160,688		—
HEP senior notes	296,090		319,500		—		319,500		—
HEP interest rate swaps	1,677		1,677		—		1,677		—
Total liabilities	$	532,344	$	561,612	$	3,450	$	514,487	$	43,675

					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
December 31, 2013
Assets:
Marketable securities	$	725,160	$	725,160	$	—	$	725,160	$	—
Commodity price swaps	43,284		43,284		—		36,312		6,972
HEP interest rate swaps	1,670		1,670		—		1,670		—
Total assets	$	770,114	$	770,114	$	—	$	763,142	$	6,972
Liabilities:
NYMEX futures contracts	$	3,569	$	3,569	$	3,569	$	—	$	—
Commodity price swaps	83,349		83,349		—		41,059		42,290
HollyFrontier senior notes	155,054		161,250		—		161,250		—
HEP senior notes	444,630		471,750		—		471,750		—
HEP interest rate swaps	1,814		1,814		—		1,814		—
Total liabilities	$	688,416	$	721,732	$	3,569	$	675,873	$	42,290

Level 1 Financial Instruments

Our NYMEX futures contracts are exchange traded and are measured and recorded at fair value using quoted market prices, a Level 1 input.

Level 2 Financial Instruments

Investments in marketable securities and derivative instruments consisting of commodity price swaps and HEP's interest rate swaps are measured and recorded at fair value using Level 2 inputs. The fair values of the commodity price and interest rate swap contracts are based on the net present value of expected future cash flows related to both variable and fixed rate legs of the respective swap agreements. The measurements are computed using market-based observable inputs, quoted forward commodity prices with respect to our commodity price swaps and the forward London Interbank Offered Rate (“LIBOR”) yield curve with respect to HEP's interest rate swaps. The fair value of the marketable securities and senior notes is based on values provided by a third-party, which were derived using market quotes for similar type instruments, a Level 2 input.

Level 3 Financial Instruments

We have commodity price swap contracts that relate to forecasted sales of diesel and unleaded gasoline and forecasted purchases of WCS for which quoted forward market prices are not readily available. The forward rate used to value these price swaps is derived using a projected forward rate using quoted market rates for similar products, adjusted for regional pricing and grade differentials, a Level 3 input.

The following table presents the changes in fair value of our Level 3 assets and liabilities (all related to derivative instruments) for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
Level 3 Financial Instruments	2014			2013
	(In thousands)
Liability balance at beginning of period	$	(35,318	)	$	(33,658	)
Change in fair value:
Recognized in other comprehensive income	(22,137		)	(49,202		)
Recognized in cost of products sold	8,970			43,559
Settlement date fair value of contractual maturities:
Recognized in sales and other revenues	25,331			19,185
Recognized in cost of products sold	681			13,867
Liability balance at end of period	$	(22,473	)	$	(6,249	)

A hypothetical change of 10% to the estimated future cash flows attributable to our Level 3 commodity price swaps would result in an estimated fair value change of $2.5 million.

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Retirement Plan (Net Periodic Pension Expense) (Details) (Other Post-Retirement Healthcare and Other Benefits Plan [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other Post-Retirement Healthcare and Other Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost - benefit earned during the period	$ 224	$ 278
Interest cost on projected benefit obligations	159	159
Amortization of prior service cost	(1,074)	(1,474)
Amortization of net loss	0	31
Loss on settlement	0	1,726
Net periodic post-retirement expense (credit)	$ (691)	$ 720

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Stock-Based Compensation (Summary Of Restricted Stock Activity) (Details) (Restricted Stock [Member], USD $)	3 Months Ended
	Mar. 31, 2014
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 4 months
Total unrecognized compensation cost related to non-vested grants	$ 16,900,000
Fair value of restricted stock vested	3,000,000
Outstanding at January 1, 2014 (non-vested)	737,562
Granted	56,482
Vesting (transfer/conversion to common stock)	(92,240)
Forfeited	(56,567)
Outstanding at March 31, 2014 (non-vested)	645,237
Outstanding at January 1, 2014 (non-vested), Weighted Average Grant Date Fair Value	$ 39.54
Granted, Weighted Average Grant Date Fair Value	$ 47.92
Vesting and transfer of ownership to recipients, Weighted Average Grant Date Fair Value	$ 32.76
Forfeited, Weighted Average Grant Date Fair Value, per share	$ 41.86
Outstanding at March 31, 2014 (non-vested), Weighted Average Grant Date Fair Value	$ 41.04
Aggregate Intrinsic Value	$ 30,700,000

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Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt [Abstract]

Carrying Amounts Of Long-Term Debt

The carrying amounts of long-term debt are as follows:

	March 31, 2014			December 31, 2013
	(In thousands)
6.875% Senior Notes
Principal	$	150,000		$	150,000
Unamortized premium	4,830			5,054
	154,830			155,054
Financing Obligation	34,437			34,835
Total HollyFrontier long-term debt	189,267			189,889
HEP Credit Agreement	537,700			363,000
HEP 6.5% Senior Notes
Principal	300,000			300,000
Unamortized discount	(3,910		)	(4,073		)
	296,090			295,927
HEP 8.25% Senior Notes
Principal	—			150,000
Unamortized discount	—			(1,297		)
	—			148,703
Total HEP long-term debt	833,790			807,630
Total long-term debt	$	1,023,057		$	997,519

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory, Net [Abstract]

Inventory Components

Inventory consists of the following components:

	March 31, 2014		December 31, 2013
	(In thousands)
Crude oil	$	617,422	$	567,281
Other raw materials and unfinished products(1)	208,080		154,534
Finished products(2)	675,619		519,633
Process chemicals(3)	3,993		3,504
Repair and maintenance supplies and other	85,178		109,295
Total inventory	$	1,590,292	$	1,354,247

(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.

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Derivative Instruments And Hedging Activities Derivatives and Hedging Instruments Gains Losses due to Settlements Hedge Ineffectiveness (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Trading Activity, Gains and Losses, Net [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net	$ (2,160)	$ 2,410
Derivative Instruments, change in fair value	86,988	16,886
Gain (Loss) on Fair Value Hedges Recognized in Earnings	5,490	(27,290)
Cost of Sales [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net		3,131
Gain (Loss) on Fair Value Hedges Recognized in Earnings	29,317	(6,532)
Operating Expense [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net	(2,160)	(365)
Gain (Loss) on Fair Value Hedges Recognized in Earnings	1,504	(1,573)
Sales and other revenues [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net		(356)
Gain (Loss) on Fair Value Hedges Recognized in Earnings	(25,331)	(19,185)
Commodity Contract [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Derivative Instruments, change in fair value	92,478	(10,404)
(Gain) Loss Reclassified to Earnings Due to Settlements	(5,760)	27,200
Amortization Of Discontinued Hedges Reclassified to Earnings	$ 270	$ 90

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Stock-Based Compensation (Summary Of Performance Share Unit Activity) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Shares, Issued	172,231
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 5.9
Performance Share Units Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 23.3
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 8 months
Outstanding at January 1, 2014 (non-vested)	983,610
Granted	23,964
Vesting and transfer of ownership to recipients	(181,290)
Forfeited	(87,564)
Outstanding at March 31, 2014 (non-vested)	738,720
Percentage Of Share Units Awarded Ultimately Issued	95.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 40.53
Performance Share Units Member | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	3 years
Percentage Of Share Units Awarded Ultimately Issued	200.00%
Current Estimated Percentage Of Share Units Awarded Ultimately Issued	165.00%
Performance Share Units Member | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage Of Share Units Awarded Ultimately Issued	0.00%
Current Estimated Percentage Of Share Units Awarded Ultimately Issued	120.00%

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Derivative Instruments And Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments, Gain (Loss) [Line Items]

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following table presents the pre-tax effect on other comprehensive income (“OCI”) and earnings due to fair value adjustments and maturities of commodity price swaps under hedge accounting:

	Unrealized Gain (Loss) Recognized in OCI			Gain (Loss) Recognized in Earnings Due to Settlements				Gain (Loss) Attributable to Hedge Ineffectiveness Recognized in Earnings
				Location	Amount			Location	Amount
	(In thousands)
Three Months Ended March 31, 2014
Commodity price swaps
Change in fair value	$	92,478		Sales and other revenues	$	(25,331	)
Gain reclassified to earnings due to settlements	(5,760		)	Cost of products sold	29,317
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	1,504			Operating expenses	$	(2,160	)
Total	$	86,988			$	5,490			$	(2,160	)
Three Months Ended March 31, 2013
Commodity price swaps
Change in fair value	$	(10,404	)	Sales and other revenues	$	(19,185	)	Sales and other revenues	$	(356	)
Loss reclassified to earnings due to settlements	27,200			Cost of products sold	(6,532		)	Cost of products sold	3,131
Amortization of discontinued hedges reclassified to earnings	90			Operating expenses	(1,573		)	Operating expenses	(365		)
Total	$	16,886			$	(27,290	)		$	2,410

Schedule of Notional Amounts of Outstanding Derivatives Serving as Cash Flow Hedges

As of March 31, 2014, we have the following notional contract volumes related to outstanding derivative instruments serving as cash flow hedges against price risk on forecasted purchases of natural gas and crude oil and sales of refined products:

		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Natural gas - long	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
WTI crude oil - long	24,042,500	19,662,500	4,380,000	—	—	Barrels
Ultra-low sulfur diesel - short	14,142,500	9,762,500	4,380,000	—	—	Barrels
Sub octane gasoline - short	9,900,000	9,900,000	—	—	—	Barrels
Forward sales - diesel and gasoline	825,000	825,000	—	—	—	Barrels

Schedule of Realized Gain (Loss)

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

	Three Months Ended March 31,
Location of Gain (Loss) Recognized in Income	2014			2013
	(In thousands)
Cost of products sold	$	26		$	33,592
Operating expenses	(48		)	(4,993		)
Total	$	(22	)	$	28,599

Schedule of Notional Amounts of Outstanding Derivative Positions

As of March 31, 2014, we have the following notional contract volumes related to our outstanding derivative contracts serving as economic hedges:

		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Commodity price swap (WCS spread) - long	4,812,500	4,812,500	—	—	—	Barrels
Commodity price swap (natural gas) - long	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
Commodity price swap (natural gas) - short	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
NYMEX futures (WTI) - short	2,914,000	2,914,000	—	—	—	Barrels

Schedule of Interest Rate Derivatives

The following table presents the pre-tax effect on other comprehensive income and earnings due to fair value adjustments and maturities of HEP's interest rate swaps under hedge accounting:

	Unrealized Gain (Loss) Recognized in OCI			Loss Recognized in Earnings Due to Settlements
				Location	Amount
	(In thousands)
Three Months Ended March 31, 2014
Interest rate swaps
Change in fair value	$	(443	)
Loss reclassified to earnings due to settlements	538			Interest expense	$	(538	)
Total	$	95			$	(538	)
Three Months Ended March 31, 2013
Interest rate swaps
Change in fair value	$	58
Loss reclassified to earnings due to settlements	504
Amortization of discontinued hedge reclassified to earnings	849			Interest expense	$	(1,353	)
Total	$	1,411			$	(1,353	)

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents the fair value and balance sheet locations of our outstanding derivative instruments. These amounts are presented on a gross basis with offsetting balances that reconcile to a net asset or liability position in our consolidated balance sheets. We present on a net basis to reflect the net settlement of these positions in accordance with provisions of our master netting arrangements.

	Derivatives in Net Asset Position							Derivatives in Net Liability Position
	Gross Assets		Gross Liabilities Offset in Balance Sheet			Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet
			(In thousands)
March 31, 2014
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	92,912	$	(40,044	)	$	52,868	$	18,321	$	(8,040	)	$	10,281
Forward sales contracts	2,089		—			2,089		—		—			—
Interest rate swap contracts	1,628		—			1,628		1,677		—			1,677
	$	96,629	$	(40,044	)	$	56,585	$	19,998	$	(8,040	)	$	11,958
Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	19,093	$	(4,445	)	$	14,648	$	13,487	$	(9,083	)	$	4,404
NYMEX futures contracts	—		—			—		3,450		—			3,450
	$	19,093	$	(4,445	)	$	14,648	$	16,937	$	(9,083	)	$	7,854
Total net balance						$	71,233						$	19,812
Balance sheet classification:	Prepayment and other					$	68,572	Accrued liabilities					$	3,450
	Intangibles and other					2,661		Other long-term liabilities					16,362
						$	71,233						$	19,812

	Derivatives in Net Asset Position						Derivatives in Net Liability Position
	Gross Assets		Gross Liabilities Offset in Balance Sheet		Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet
			(In thousands)
December 31, 2013
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	—	$	—	$	—	$	63,561	$	(23,679	)	$	39,882
Interest rate swap contracts	1,670		—		1,670		1,814		—			1,814
	$	1,670	$	—	$	1,670	$	65,375	$	(23,679	)	$	41,696
Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	6,972	$	—	$	6,972	$	19,766	$	(12,611	)	$	7,155
NYMEX futures contracts	—		—		—		3,569		—			3,569
	$	6,972	$	—	$	6,972	$	23,335	$	(12,611	)	$	10,724
Total net balance					$	8,642						$	52,420
Balance sheet classification:	Prepayment and other				$	6,972	Accrued liabilities					$	26,843
	Intangibles and other				1,670		Other long-term liabilities					25,577
					$	8,642						$	52,420

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Equity (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Changes To Equity

Changes to equity during the three months ended March 31, 2014 are presented below:

	HollyFrontier Stockholders’ Equity			Noncontrolling Interest			Total Equity
	(In thousands)
Balance at December 31, 2013	$	5,999,620		$	609,778		$	6,609,398
Net income	152,061			11,901			163,962
Dividends	(159,670		)	—			(159,670		)
Distributions to noncontrolling interest holders	—			(18,881		)	(18,881		)
Other comprehensive income, net of tax	53,242			58			53,300
Equity-based compensation	5,366			820			6,186
Excess tax benefit attributable to equity-based compensation	5,156			—			5,156
Purchase of treasury stock (1)	(10,689		)	—			(10,689		)
Purchase of HEP units for restricted grants	—			(336		)	(336		)
Other	—			75			75
Balance at March 31, 2014	$	6,045,086		$	603,415		$	6,648,501

(1) Includes 90,393 shares withheld under the terms of stock-based compensation agreements to provide funds for the payment of payroll and income taxes due at the vesting of share-based awards.

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Variable Interest Entities

3 Months Ended

Mar. 31, 2014

Variable Interest Entities [Abstract]

Variable Interest Entities

Variable Interest Entities

Holly Energy Partners

HEP, a consolidated VIE, is a publicly held master limited partnership that was formed to acquire, own and operate the petroleum product and crude oil pipeline and terminal, tankage and loading rack facilities that support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. HEP also owns and operates refined product pipelines and terminals, located primarily in Texas, that serve Alon's refinery in Big Spring, Texas.

As of March 31, 2014, we owned a 39% interest in HEP, including the 2% general partner interest. As the general partner of HEP, we have the sole ability to direct the activities that most significantly impact HEP's financial performance. We are the primary beneficiary of HEP's earnings and cash flows and therefore we consolidate HEP. See Note 16 for supplemental guarantor/non-guarantor financial information, including HEP balances included in these consolidated financial statements.

HEP has two primary customers (including us) and generates revenues by charging tariffs for transporting petroleum products and crude oil though its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and storing and providing other services at its storage tanks and terminals. Under our long-term transportation agreements with HEP (discussed further below), we accounted for 83% of HEP’s total revenues for the three months ended March 31, 2014. We do not provide financial or equity support through any liquidity arrangements and / or debt guarantees to HEP.

HEP has outstanding debt under a senior secured revolving credit agreement and its senior notes. With the exception of the assets of HEP Logistics Holdings, L.P., one of our wholly-owned subsidiaries and HEP’s general partner, HEP’s creditors have no recourse to our other assets. Any recourse to HEP’s general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP are not significant. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 9 for a description of HEP’s debt obligations.

HEP has risk associated with its operations. If a major customer of HEP were to terminate its contracts or fail to meet desired shipping or throughput levels for an extended period of time, revenue would be reduced and HEP could suffer substantial losses to the extent that a new customer is not found. In the event that HEP incurs a loss, our operating results will reflect HEP’s loss, net of intercompany eliminations, to the extent of our ownership interest in HEP at that point in time.

Transportation Agreements

HEP serves our refineries under long-term pipeline and terminal, tankage and throughput agreements expiring from 2019 through 2026. Under these agreements, we pay HEP fees to transport, store and throughput volumes of refined product and crude oil on HEP's pipeline and terminal, tankage and loading rack facilities that result in minimum annual payments to HEP including UNEV (a consolidated subsidiary of HEP). Under these agreements, the agreed upon tariff rates are subject to annual tariff rate adjustments on July 1 at a rate based upon the percentage change in Producer Price Index (“PPI”) or Federal Energy Regulatory Commission (“FERC”) index. As of March 31, 2014, these agreements result in minimum annualized payments to HEP of $225.5 million.

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

HEP Common Unit Offering

In March 2013, HEP closed on a public offering of 1,875,000 of its common units. Additionally, our wholly-owned subsidiary, HollyFrontier Holdings LLC, as a selling unitholder, closed on a public sale of 1,875,000 HEP common units held by it. HEP used net proceeds of $73.4 million to repay indebtedness incurred under its credit facility and for general partnership purposes. 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.

Sabine Biofuels

We have a 50% ownership interest in Sabine Biofuels, an unconsolidated VIE. This investment, accounted for using the equity method of accounting, had a carrying amount of $8.2 million at March 31, 2014 and is classified as a noncurrent asset under “Intangibles and other” in our consolidated balance sheets. Also, we have extended a working capital facility to Sabine Biofuels having an outstanding balance of $7.4 million at March 31, 2014.

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Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2014

Other Comprehensive Income (Loss) [Abstract]

Components And Allocated Tax Effects Of Other Comprehensive Income (Loss)

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

	Before-Tax			Tax Expense (Benefit)			After-Tax
	(In thousands)
Three Months Ended March 31, 2014
Net unrealized gain on marketable securities	$	11		$	(3	)	$	14
Net unrealized gain on hedging instruments	87,083			33,743			53,340
Net change in post-retirement benefit obligations	(89		)	(35		)	(54		)
Other comprehensive income	87,005			33,705			53,300
Less other comprehensive income attributable to noncontrolling interest	58			—			58
Other comprehensive income attributable to HollyFrontier stockholders	$	86,947		$	33,705		$	53,242
Three Months Ended March 31, 2013
Net unrealized gain on marketable securities	$	16		$	8		$	8
Net unrealized gain on hedging instruments	18,297			6,809			11,488
Net change in post-retirement benefit obligations	1,726			671			1,055
Other comprehensive income	20,039			7,488			12,551
Less other comprehensive income attributable to noncontrolling interest	792			—			792
Other comprehensive income attributable to HollyFrontier stockholders	$	19,247		$	7,488		$	11,759

Reclassifications from Other Comprehensive Income to Income Statement [Table Text Block]

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 March 31,
	2014			2013
Marketable securities	$	1		$	3		Interest income
	—			1			Income tax expense
	1			2			Net of tax
Hedging instruments:
Commodity price swaps	(25,331		)	(19,185		)	Sales and other revenues
	29,317			(6,532		)	Cost of products sold
	1,504			(1,573		)	Operating expenses
Interest rate swaps	(538		)	(1,353		)	Interest expense
	4,952			(28,643		)
	2,043			(10,823		)	Income tax expense (benefit)
	2,909			(17,820		)	Net of tax
	326			820			Noncontrolling interest
	3,235			(17,000		)	Net of tax and noncontrolling interest
Post-retirement benefit obligations	—			(84		)	Cost of products sold
	—			(1,549		)	Operating expenses
	—			(93		)	General and administrative expenses
	—			(1,726		)
	—			(671		)	Income tax benefit
	—			(1,055		)	Net of tax
Total reclassifications for the period	$	3,236		$	(18,053	)

Accumulated Other Comprehensive Loss In Equity

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

	March 31, 2014		December 31, 2013
	(In thousands)
Unrealized gain on post-retirement benefit obligations	$	27,637	$	27,691
Unrealized gain on marketable securities	24		10
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest	26,403		(26,879		)
Accumulated other comprehensive income	$	54,064	$	822

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Financial Instruments (Changes in Level 3 Inputs) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Hypothetical change to estimated future cash flows attributable to commodity price swaps, percent	10.00%
Estimated change in fair value resulting from hypothetical percentage change in future cash flows attributable to commodity price swaps	$ 2,500,000
Commodity Contract [Member] | Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Asset (liability) balance at beginning of period	(35,318,000)	(33,658,000)
Change in fair value recognized in other comprehensive income	(22,137,000)	(49,202,000)
Change in Fair Value Recognized in Cost of Product Sold	8,970,000	43,559,000
Settlements Recognized in Sales and Other Revenues	25,331,000	19,185,000
Settlements Recognized in Cost of Product Sold	681,000	13,867,000
Asset (liability) balance at end of period	$ (22,473,000)	$ (6,249,000)

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Derivative Instruments And Hedging Activities Notional Contracts by Derivative Type (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
economic hedges by derivative type [Line Items]
Available-for-sale Securities, Change in Net Unrealized Holding Gain (Loss) before Taxes	$ 4.1
Commodity WCS Spread [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	4,812,500
Natural Gas - long [Member]
economic hedges by derivative type [Line Items]
Portion of future gas production hedged for price risk	36,000,000
Portion Of Future Gas Production Being Hedged	36,000,000
Natural Gas - Short [Member]
economic hedges by derivative type [Line Items]
Portion Of Future Gas Production Being Hedged	36,000,000
Commodity WTI short [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	2,914,000
WTI Crude Oil [Member]
economic hedges by derivative type [Line Items]
Portion of oil and gas production hedged for price risk	24,042,500
Ultra Low Sulfur Diesel Member
economic hedges by derivative type [Line Items]
Portion of oil and gas production hedged for price risk	14,142,500
Sub octane gasoline - short [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	9,900,000
Gasoline And Diesel Member
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	825,000
Maturing in next twelve months [Member] | Commodity WCS Spread [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	4,812,500
Maturing in next twelve months [Member] | Natural Gas - long [Member]
economic hedges by derivative type [Line Items]
Portion of future gas production hedged for price risk	7,200,000
Portion Of Future Gas Production Being Hedged	7,200,000
Maturing in next twelve months [Member] | Natural Gas - Short [Member]
economic hedges by derivative type [Line Items]
Portion Of Future Gas Production Being Hedged	7,200,000
Maturing in next twelve months [Member] | Commodity WTI short [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	2,914,000
Maturing in next twelve months [Member] | WTI Crude Oil [Member]
economic hedges by derivative type [Line Items]
Portion of oil and gas production hedged for price risk	19,662,500
Maturing in next twelve months [Member] | Ultra Low Sulfur Diesel Member
economic hedges by derivative type [Line Items]
Portion of oil and gas production hedged for price risk	9,762,500
Maturing in next twelve months [Member] | Sub octane gasoline - short [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	9,900,000
Maturing in next twelve months [Member] | Gasoline And Diesel Member
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	825,000
Maturing in year two [Member] | Commodity WCS Spread [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	0
Maturing in year two [Member] | Natural Gas - long [Member]
economic hedges by derivative type [Line Items]
Portion of future gas production hedged for price risk	9,600,000
Portion Of Future Gas Production Being Hedged	9,600,000
Maturing in year two [Member] | Natural Gas - Short [Member]
economic hedges by derivative type [Line Items]
Portion Of Future Gas Production Being Hedged	9,600,000
Maturing in year two [Member] | Commodity WTI short [Member]
economic hedges by derivative type [Line Items]
Derivative, Nonmonetary Notional Amount	0
Maturing in year two [Member] | WTI Crude Oil [Member]
economic hedges by derivative type [Line Items]
Portion of oil and gas production hedged for price risk	4,380,000
Maturing in year two [Member] | Ultra Low Sulfur Diesel Member
economic hedges by derivative type [Line Items]
Portion of oil and gas production hedged for price risk	4,380,000
Maturing in year three [Member] | Natural Gas - long [Member]
economic hedges by derivative type [Line Items]
Portion of future gas production hedged for price risk	9,600,000
Portion Of Future Gas Production Being Hedged	9,600,000
Maturing in year three [Member] | Natural Gas - Short [Member]
economic hedges by derivative type [Line Items]
Portion Of Future Gas Production Being Hedged	9,600,000
Maturing in year four [Member] | Natural Gas - long [Member]
economic hedges by derivative type [Line Items]
Portion of future gas production hedged for price risk	9,600,000
Portion Of Future Gas Production Being Hedged	9,600,000
Maturing in year four [Member] | Natural Gas - Short [Member]
economic hedges by derivative type [Line Items]
Portion Of Future Gas Production Being Hedged	9,600,000

XML

Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents (HEP: $4,879 and $6,352, respectively)	$ 1,074,635	$ 940,103
Marketable securities	709,468	725,160
Total cash, cash equivalents and short-term marketable securities	1,784,103	1,665,263
Accounts receivable: Product and transportation (HEP: $34,425 and $34,736, respectively)	668,105	665,098
Crude oil resales	20,233	43,704
Accounts receivable, total	688,338	708,802
Inventories: Crude oil and refined products	1,501,121	1,241,448
Materials and supplies (HEP: $1,594 and $1,591, respectively)	89,171	112,799
Inventories, total	1,590,292	1,354,247
Income taxes receivable	12,431	109,376
Prepayments and other (HEP: $1,905 and $2,283, respectively)	110,345	58,756
Total current assets	4,185,509	3,896,444
Properties, plants and equipment, at cost (HEP: $1,212,988 and $1,199,594, respectively)	4,442,736	4,343,857
Less accumulated depreciation (HEP: $(207,911) and $(194,619), respectively)	(1,000,437)	(949,261)
Property, plants and equipment, net	3,442,299	3,394,596
Marketable securities (long-term)	6,050	0
Other assets: Turnaround costs	239,423	258,436
Goodwill (HEP: $288,991 and $288,991, respectively)	2,331,922	2,331,922
Intangibles and other (HEP: $73,664 and $74,979, respectively)	175,355	175,341
Other assets, total	2,746,700	2,765,699
Total assets	10,380,558	10,056,739
Current liabilities:
Accounts payable (HEP: $15,753 and $22,898, respectively)	1,570,973	1,325,376
Accrued liabilities (HEP: $14,107 and $28,668, respectively)	121,003	125,115
Deferred income tax liabilities	224,534	223,999
Total current liabilities	1,916,510	1,674,490
Long-term debt (HEP: $833,790 and $807,630, respectively)	1,023,057	997,519
Deferred income taxes (HEP: $5,312 and $5,287, respectively)	644,333	616,842
Other long-term liabilities (HEP: $37,395 and $35,918, respectively)	148,157	158,490
HollyFrontier stockholders' equity:
Preferred stock, $1.00 par value - 5,000,000 shares authorized; none issued	0	0
Common stock $.01 par value - 320,000,000 shares authorized; 255,962,866 shares issued as of March 31, 2014 and December 31, 2013	2,560	2,560
Additional capital	3,998,926	3,990,630
Retained earnings	3,136,871	3,144,480
Accumulated other comprehensive income (loss)	54,064	822
Common stock held in treasury, at cost - 57,179,060 and 57,132,515 shares as of March 31, 2014 and December 31, 2013, respectively	(1,147,335)	(1,138,872)
Total HollyFrontier stockholders' equity	6,045,086	5,999,620
Noncontrolling interest	603,415	609,778
Total equity	6,648,501	6,609,398
Total liabilities and equity	10,380,558	10,056,739
HEP [Member]
Current assets:
Cash and cash equivalents (HEP: $4,879 and $6,352, respectively)	4,879	6,352
Accounts receivable: Product and transportation (HEP: $34,425 and $34,736, respectively)	34,425	34,736
Materials and supplies (HEP: $1,594 and $1,591, respectively)	1,594	1,591
Prepayments and other (HEP: $1,905 and $2,283, respectively)	1,905	2,283
Properties, plants and equipment, at cost (HEP: $1,212,988 and $1,199,594, respectively)	1,212,988	1,199,594
Less accumulated depreciation (HEP: $(207,911) and $(194,619), respectively)	(207,911)	(194,619)
Goodwill (HEP: $288,991 and $288,991, respectively)	288,991	288,991
Intangibles and other (HEP: $73,664 and $74,979, respectively)	73,664	74,979
Total assets	1,410,535	1,413,908
Current liabilities:
Accounts payable (HEP: $15,753 and $22,898, respectively)	15,753	22,898
Accrued liabilities (HEP: $14,107 and $28,668, respectively)	14,107	28,668
Long-term debt (HEP: $833,790 and $807,630, respectively)	833,790	807,630
Deferred income taxes (HEP: $5,312 and $5,287, respectively)	5,312	5,287
Other long-term liabilities (HEP: $37,395 and $35,918, respectively)	$ 37,395	$ 35,918

XML

Cash and Cash Equivalents and Investments in Marketable Securities (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Maximum term to maturity from date of purchase (years)	1 year
Total Marketable Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Investment Income, interest income on Marketable Securities	$ 0.6	$ 0.5

XML

Consolidated Statements Of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income	$ 163,962	$ 343,371
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	80,548	71,762
Earnings of equity method investments, net of distributions	1,363	628
Loss on early extinguishment of debt attributable to unamortized discount	(1,489)	0
Deferred income taxes	(5,679)	(20,533)
Equity based compensation expense	6,186	8,580
Change in fair value - derivative instruments	(10,546)	(53,745)
(Increase) decrease in current assets:
Accounts receivable	17,878	(22,294)
Inventories	(236,045)	(151,168)
Income taxes receivable	96,945	37,053
Prepayments and other	10,010	3,866
Increase (decrease) in current liabilities:
Accounts payable	260,834	(40,964)
Income taxes payable	0	151,403
Accrued liabilities	3,060	(9,846)
Turnaround expenditures	(4,292)	(69,835)
Other, net	9,216	285
Net cash provided by operating activities	394,929	248,563
Cash flows from investing activities:
Additions to properties, plants and equipment	(103,677)	(66,951)
Proceeds from sale of properties, plants, and equipment	0	2,290
Investment in Sabine Biofuels	(1,000)	0
Net repayment of advances to Sabine Biofuels	2,586	0
Purchases of marketable securities	(244,030)	(178,251)
Sales and maturities of marketable securities	(253,676)	(143,280)
Net cash used for investing activities	(113,049)	(104,645)
Cash flows from financing activities:
Proceeds from sale of HEP common units	0	73,444
Proceeds from common unit offerings - HEP	0	146,888
Inventory repurchase obligation	21,126	0
Purchase of treasury stock	(13,988)	(6,610)
Dividends	(158,614)	(102,163)
Excess tax benefit from equity based compensation	5,156	744
Deferred financing costs and other	(323)	(2,973)
Net cash used for financing activities	(147,348)	(29,175)
Cash and cash equivalents:
Increase for the period	134,532	114,743
Beginning of period	940,103	1,757,699
End of period	1,074,635	1,872,442
Cash paid during the period for:
Interest	20,469	20,825
Income taxes	233	17,380
HEP [Member]
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,184	13,749
Cash flows from investing activities:
Additions to properties, plants and equipment	(20,604)	(5,013)
Cash flows from financing activities:
Borrowings under credit agreement - HEP	421,300	57,000
Repayments under credit agreement - HEP	(246,600)	(110,000)
Redemption of senior notes	(156,188)	0
Proceeds from common unit offerings - HEP		73,444
Distributions to noncontrolling interest	(18,881)	(15,288)
Purchase of units for incentive grants - HEP	(336)	(2,719)
Cash and cash equivalents:
Beginning of period	6,352
End of period	4,879
Guarantor Restricted Subsidiaries Member
Cash flows from operating activities:
Net income	262,359	550,910
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	67,107	60,620
Increase (decrease) in current liabilities:
Net cash provided by operating activities	381,180	282,983
Cash flows from investing activities:
Additions to properties, plants and equipment	(100,483)	(65,215)
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	(1,000)
Net repayment of advances to Sabine Biofuels	2,586
Purchases of marketable securities	0	0
Sales and maturities of marketable securities	0	0
Net cash used for investing activities	(401,670)	(289,882)
Cash flows from financing activities:
Proceeds from common unit offerings - HEP		0
Inventory repurchase obligation	21,126
Purchase of treasury stock	0	0
Dividends	0	0
Distributions to noncontrolling interest	0	0
Excess tax benefit from equity based compensation	0	0
Purchase of units for incentive grants - HEP	0
Deferred financing costs and other	(398)	(3,247)
Net cash used for financing activities	20,728	3,247
Cash and cash equivalents:
Increase for the period	238	(3,652)
Beginning of period	1,817	3,652
End of period	2,055	0
Guarantor Restricted Subsidiaries Member | HEP [Member]
Cash flows from investing activities:
Additions to properties, plants and equipment	0	0
Cash flows from financing activities:
Purchase of units for incentive grants - HEP		$ 0

XML

Other Comprehensive Income (Loss) (Accumulated Other Comprehensive Loss In Equity) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Marketable securities	$ 1	$ 3
Marketable securities - income tax	0	1
Gain on Sale of Marketable Securities, Net of Tax	1	2
Gain (Loss) on Hedging Instruments, Net, Pretax	4,952	(28,643)
Gain (Loss) on Hedging Instruments, Income Tax	2,043	(10,823)
Gain (Loss) on Hedging Instruments, Net	2,909	(17,820)
Gain (Loss) on Hedging Instruments - Noncontrolling Interest	326	820
Gain (Loss) on Hedging Instruments - After Tax and NC Interests	3,235	(17,000)
Net change in post-retirement benefit obligations	89	(1,726)
Net Change in Post-retirement Benefit Obligations, Income Tax	35	(671)
Net change in Post-retirement Benefit Obligations, After Tax	54	(1,055)
Other Comprehensive Income (Loss), Reclassifications to Income, Net of Tax	3,236	(18,053)
Cost of Sales [Member]
Net change in post-retirement benefit obligations		84
Operating Expense [Member]
Net change in post-retirement benefit obligations		1,549
General and Administrative Expense [Member]
Net change in post-retirement benefit obligations		93
HEP [Member]
Gain (Loss) on Hedging Instruments, Net, Pretax	(538)	(1,353)
Commodity Contract [Member] | Sales and other revenues [Member]
Gain (Loss) on Hedging Instruments, Net, Pretax	(25,331)	(19,185)
Commodity Contract [Member] | Cost of Sales [Member]
Gain (Loss) on Hedging Instruments, Net, Pretax	29,317	(6,532)
Commodity Contract [Member] | Operating Expense [Member]
Gain (Loss) on Hedging Instruments, Net, Pretax	1,504	(1,573)
HEP Interest Rate Swap [Member] | HEP [Member]
Gain (Loss) on Hedging Instruments, Net, Pretax	$ (538)	$ (1,353)

XML

Supplemental Guarantor/Non-Guarantor Financial Information (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Guarantor / Non-Guarantor Financial Information [Abstract]

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet
March 31, 2014	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,067,578	$	2,055	$	123	$	—		$	1,069,756	$	4,879	$	—		$	1,074,635
Marketable securities	709,468		—		—		—			709,468		—		—			709,468
Accounts receivable, net	5,855		676,984		4,724		—			687,563		34,425		(33,650		)	688,338
Intercompany accounts receivable	—		446,024		337,691		(783,715		)	—		—		—			—
Inventories	—		1,588,698		—		—			1,588,698		1,594		—			1,590,292
Income taxes receivable	12,431		—		—		—			12,431		—		—			12,431
Prepayments and other	16,940		95,930		—		—			112,870		1,905		(4,430		)	110,345
Total current assets	1,812,272		2,809,691		342,538		(783,715		)	4,180,786		42,803		(38,080		)	4,185,509
Properties, plants and equip, net	31,381		2,676,401		56		—			2,707,838		1,005,077		(270,616		)	3,442,299
Marketable securities (long-term)	6,050		—		—		—			6,050		—		—			6,050
Investment in subsidiaries	6,071,959		234,594		—		(6,306,553		)	—		—		—			—
Intangibles and other assets	24,432		2,360,973		25,000		(25,000		)	2,385,405		362,655		(1,360		)	2,746,700
Total assets	$	7,946,094	$	8,081,659	$	367,594	$	(7,115,268	)	$	9,280,079	$	1,410,535	$	(310,056	)	$	10,380,558
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4,479	$	1,584,007	$	384	$	—		$	1,588,870	$	15,753	$	(33,650	)	$	1,570,973
Intercompany accounts payable	783,715		—		—		(783,715		)	—		—		—			—
Accrued liabilities	38,164		71,934		1,228		—			111,326		14,107		(4,430		)	121,003
Deferred income tax liabilities	224,534		—		—		—			224,534		—		—			224,534
Total current liabilities	1,050,892		1,655,941		1,612		(783,715		)	1,924,730		29,860		(38,080		)	1,916,510
Long-term debt	179,831		34,436		—		(25,000		)	189,267		833,790		—			1,023,057
Liability to HEP	—		242,463		—		—			242,463		—		(242,463		)	—
Deferred income tax liabilities	639,021		—		—		—			639,021		5,312		—			644,333
Other long-term liabilities	36,406		76,860		—		—			113,266		37,395		(2,504		)	148,157
Investment in HEP	—		—		131,388		—			131,388		—		(131,388		)	—
Equity – HollyFrontier	6,039,944		6,071,959		234,594		(6,306,553		)	6,039,944		405,427		(400,285		)	6,045,086
Equity – noncontrolling interest	—		—		—		—			—		98,751		504,664			603,415
Total liabilities and equity	$	7,946,094	$	8,081,659	$	367,594	$	(7,115,268	)	$	9,280,079	$	1,410,535	$	(310,056	)	$	10,380,558

Condensed Consolidating Balance Sheet
December 31, 2013	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	931,920	$	1,817	$	14	$	—		$	933,751	$	6,352	$	—		$	940,103
Marketable securities	725,160		—		—		—			725,160		—		—			725,160
Accounts receivable, net	6,095		698,109		8,075		—			712,279		34,736		(38,213		)	708,802
Intercompany accounts receivable	—		149,907		313,623		(463,530		)	—		—		—			—
Inventories	—		1,352,656		—		—			1,352,656		1,591		—			1,354,247
Income taxes receivable	109,376		—		—		—			109,376		—		—			109,376
Prepayments and other	21,843		45,413		—		—			67,256		2,283		(10,783		)	58,756
Total current assets	1,794,394		2,247,902		321,712		(463,530		)	3,900,478		44,962		(48,996		)	3,896,444
Properties, plants and equip, net	30,007		2,633,739		24		—			2,663,770		1,004,975		(274,149		)	3,394,596
Investment in subsidiaries	5,722,025		216,687		—		(5,938,712		)	—		—		—			—
Intangibles and other assets	23,034		2,380,268		25,000		(25,000		)	2,403,302		363,970		(1,573		)	2,765,699
Total assets	$	7,569,460	$	7,478,596	$	346,736	$	(6,427,242	)	$	8,967,550	$	1,413,907	$	(324,718	)	$	10,056,739
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	16,704	$	1,323,603	$	383	$	—		$	1,340,690	$	22,898	$	(38,212	)	$	1,325,376
Intercompany accounts payable	463,530		—		—		(463,530		)	—		—		—			—
Accrued liabilities	43,254		63,181		795		—			107,230		28,668		(10,783		)	125,115
Deferred income tax liabilities	223,999		—		—		—			223,999		—		—			223,999
Total current liabilities	747,487		1,386,784		1,178		(463,530		)	1,671,919		51,566		(48,995		)	1,674,490
Long-term debt	180,054		34,835		—		(25,000		)	189,889		807,630		—			997,519
Liability to HEP	—		245,536		—		—			245,536		—		(245,536		)	—
Deferred income tax liabilities	611,555		—		—		—			611,555		5,287		—			616,842
Other long-term liabilities	35,874		89,416		—		—			125,290		35,918		(2,718		)	158,490
Investment in HEP	—		—		128,871		—			128,871		—		(128,871		)	—
Equity – HollyFrontier	5,994,490		5,722,025		216,687		(5,938,712		)	5,994,490		416,018		(410,888		)	5,999,620
Equity – noncontrolling interest	—		—		—		—			—		97,488		512,290			609,778
Total liabilities and equity	$	7,569,460	$	7,478,596	$	346,736	$	(6,427,242	)	$	8,967,550	$	1,413,907	$	(324,718	)	$	10,056,739

Condensed Consolidating Statement of Comprehensive Income

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	101		$	4,775,123	$	971	$	—		$	4,776,195	$	87,012		$	(72,154	)	$	4,791,053
Operating costs and expenses:
Cost of products sold	—			4,209,722		—		—			4,209,722		—			(71,102		)	4,138,620
Operating expenses	—			251,476		—		—			251,476		22,812			(322		)	273,966
General and administrative	21,107			2,626		39		—			23,772		3,151			—			26,923
Depreciation and amortization	1,790			67,107		—		—			68,897		15,184			(3,533		)	80,548
Total operating costs and expenses	22,897			4,530,931		39		—			4,553,867		41,147			(74,957		)	4,520,057
Income (loss) from operations	(22,796		)	244,192		932		—			222,328		45,865			2,803			270,996
Other income (expense):
Earnings (loss) of equity method investments	262,359			16,022		16,283		(279,704		)	14,960		522			(16,283		)	(801		)
Interest income (expense)	(424		)	2,145		130		—			1,851		(10,451		)	(2,342		)	(10,942		)
Loss on early extinguishment of debt	—			—		—		—			—		(7,677		)	—			(7,677		)
	261,935			18,167		16,413		(279,704		)	16,811		(17,606		)	(18,625		)	(19,420		)
Income before income taxes	239,139			262,359		17,345		(279,704		)	239,139		28,259			(15,822		)	251,576
Income tax provision	87,539			—		—		—			87,539		75			—			87,614
Net income	151,600			262,359		17,345		(279,704		)	151,600		28,184			(15,822		)	163,962
Less net income attributable to noncontrolling interest	—			—		—		—			—		3,637			8,264			11,901
Net income attributable to HollyFrontier stockholders	$	151,600		$	262,359	$	17,345	$	(279,704	)	$	151,600	$	24,547		$	(24,086	)	$	152,061
Comprehensive income attributable to HollyFrontier stockholders	$	204,842		$	349,384	$	17,382	$	(366,766	)	$	204,842	$	24,585		$	(24,124	)	$	205,303

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2013	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	531		$	4,692,426	$	32		$	—		$	4,692,989		$	76,484		$	(61,684	)	$	4,707,789
Operating costs and expenses:
Cost of products sold	—			3,853,128		41			—			3,853,169			—			(60,634		)	3,792,535
Operating expenses	—			239,423		(19		)	—			239,404			26,029			(334		)	265,099
General and administrative	24,131			1,775		60			—			25,966			3,232			—			29,198
Depreciation and amortization	926			60,620		—			—			61,546			13,749			(3,533		)	71,762
Total operating costs and expenses	25,057			4,154,946		82			—			4,180,085			43,010			(64,501		)	4,158,594
Income (loss) from operations	(24,526		)	537,480		(50		)	—			512,904			33,474			2,817			549,195
Other income (expense):
Earnings of equity method investments	550,910			11,633		11,992			(563,141		)	11,394			657			(11,992		)	59
Interest income (expense)	(7,221		)	1,797		289			—			(5,135		)	(12,382		)	(2,272		)	(19,789		)
	543,689			13,430		12,281			(563,141		)	6,259			(11,725		)	(14,264		)	(19,730		)
Income before income taxes	519,163			550,910		12,231			(563,141		)	519,163			21,749			(11,447		)	529,465
Income tax provision	186,039			—		—			—			186,039			55			—			186,094
Net income	333,124			550,910		12,231			(563,141		)	333,124			21,694			(11,447		)	343,371
Less net income attributable to noncontrolling interest	—			—		—			—			—			2,890			6,812			9,702
Net income attributable to HollyFrontier stockholders	$	333,124		$	550,910	$	12,231		$	(563,141	)	$	333,124		$	18,804		$	(18,259	)	$	333,669
Comprehensive income attributable to HollyFrontier stockholders	$	344,883		$	568,415	$	12,850		$	(581,265	)	$	344,883		$	19,423		$	(18,878	)	$	345,428

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(23,564	)	$	381,180		$	17,477		$	—		$	375,093		$	39,047		$	(19,211	)	$	394,929
Cash flows from investing activities
Additions to properties, plants and equipment	(3,163		)	(100,483		)	(31		)	—			(103,677		)	—			—			(103,677		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(20,604		)	—			(20,604		)
Investment in Sabine Biofuels	—			(1,000		)	—			—			(1,000		)	—			—			(1,000		)
Net advances to Sabine Biofuels	—			2,586			—			—			2,586			—			—			2,586
Purchases of marketable securities	(244,030		)	—			—			—			(244,030		)	—			—			(244,030		)
Sales and maturities of marketable securities	253,676			—			—			—			253,676			—			—			253,676
Net advances to Parent	—			(302,773		)	(17,412		)	320,185			—			—			—			—
	6,483			(401,670		)	(17,443		)	320,185			(92,445		)	(20,604		)	—			(113,049		)
Cash flows from financing activities
Net repayments under credit agreement – HEP	—			—			—			—			—			174,700			—			174,700
Redemption of senior notes - HEP	—			—			—			—			—			(156,188		)	—			(156,188		)
Inventory repurchase obligation	—			21,126			—			—			21,126			—			—			21,126
Purchase of treasury stock	(13,988		)	—			—			—			(13,988		)	—			—			(13,988		)
Dividends	(158,614		)	—			—			—			(158,614		)	—			—			(158,614		)
Distributions to noncontrolling interest	—			—			—			—			—			(38,092		)	19,211			(18,881		)
Excess tax benefit from equity-based compensation	5,156			—			—			—			5,156			—			—			5,156
Purchase of units for incentive grants - HEP	—			—			—			—			—			(336		)	—			(336		)
Deferred financing costs and other	—			(398		)	75			—			(323		)	—			—			(323		)
Net advances from subsidiaries	320,185			—			—			(320,185		)	—			—			—			—
	152,739			20,728			75			(320,185		)	(146,643		)	(19,916		)	19,211			(147,348		)
Cash and cash equivalents
Increase (decrease) for the period	135,658			238			109			—			136,005			(1,473		)	—			134,532
Beginning of period	931,920			1,817			14			—			933,751			6,352			—			940,103
End of period	$	1,067,578		$	2,055		$	123		$	—		$	1,069,756		$	4,879		$	—		$	1,074,635

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2013	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(56,933	)	$	282,983		$	10,496		$	—		$	236,546		$	29,438		$	(17,421	)	$	248,563
Cash flows from investing activities:
Additions to properties, plants and equipment	(1,736		)	(65,215		)	—			—			(66,951		)	—			—			(66,951		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(5,013		)	—			(5,013		)
Proceeds from sale of property	—			—			—			—			—			2,290			—			2,290
Purchases of marketable securities	(178,251		)	—			—			—			(178,251		)	—			—			(178,251		)
Sales and maturities of marketable securities	143,280			—			—			—			143,280			—			—			143,280
Net advances to Parent	—			(224,667		)	(8,997		)	233,664			—			—			—			—
	(36,707		)	(289,882		)	(8,997		)	233,664			(101,922		)	(2,723		)	—			(104,645		)
Cash flows from financing activities:
Net borrowings under credit agreement – HEP	—			—			—			—			—			(53,000		)	—			(53,000		)
Proceeds from common unit offerings - HEP	73,444			—			—			—			73,444			73,444			—			146,888
Purchase of treasury stock	(6,610		)	—			—			—			(6,610		)	—			—			(6,610		)
Contribution from general partner	—			—			(1,499		)	—			(1,499		)	1,499			—			—
Dividends	(102,163		)	—			—			—			(102,163		)	—			—			(102,163		)
Distributions to noncontrolling interest	—			—			—			—			—			(32,709		)	17,421			(15,288		)
Excess tax benefit from equity-based compensation	744			—			—			—			744			—			—			744
Purchase of units for incentive grants - HEP	—			—			—			—			—			(2,719		)	—			(2,719		)
Deferred financing costs and other	—			3,247			—			—			3,247			(274		)	—			2,973
Net advances from subsidiaries	233,664			—			—			(233,664		)	—			—			—			—
	199,079			3,247			(1,499		)	(233,664		)	(32,837		)	(13,759		)	17,421			(29,175		)
Cash and cash equivalents
Increase (decrease) for the period:	105,439			(3,652		)	—			—			101,787			12,956			—			114,743
Beginning of period	1,748,808			3,652			2			—			1,752,462			5,237			—			1,757,699
End of period	$	1,854,247		$	—		$	2		$	—		$	1,854,249		$	18,193		$	—		$	1,872,442

XML

Supplemental Guarantor/Non-Guarantor Financial Information (Narrative) (Details) (HEP [Member])	3 Months Ended
	Mar. 31, 2014
HEP [Member]
Guarantor Obligations [Line Items]
Percentage of ownership in variable interest entity	39.00%

XML

Supplemental Guarantor/Non-Guarantor Financial Information

3 Months Ended

Mar. 31, 2014

Supplemental Guarantor / Non-Guarantor Financial Information [Abstract]

Supplemental Guarantor/Non-Guarantor Financial Information

Supplemental Guarantor/Non-Guarantor Financial Information

Our obligations under the HollyFrontier Senior Notes have been jointly and severally guaranteed by the substantial majority of our existing and future restricted subsidiaries (“Guarantor Restricted Subsidiaries”). These guarantees are full and unconditional. HEP, in which we have a 39% ownership interest at March 31, 2014, and its subsidiaries (collectively, “Non-Guarantor Non-Restricted Subsidiaries”), and certain of our other subsidiaries (“Non-Guarantor Restricted Subsidiaries”) have not guaranteed these obligations.

The following condensed consolidating financial information is provided for HollyFrontier Corporation (the “Parent”), the Guarantor Restricted Subsidiaries, the Non-Guarantor Restricted Subsidiaries and the Non-Guarantor Non-Restricted Subsidiaries. The information has been presented as if the Parent accounted for its ownership in the Guarantor Restricted Subsidiaries, and the Guarantor Restricted Subsidiaries accounted for the ownership of the Non-Guarantor Restricted Subsidiaries and Non-Guarantor Non-Restricted Subsidiaries, using the equity method of accounting. The Guarantor Restricted Subsidiaries and the Non-Guarantor Restricted Subsidiaries are collectively the “Restricted Subsidiaries.”

We have made certain revisions to our prior year condensed statements of cash flows to reclassify intercompany lending and distribution activity between operating, investing and financing activities.

Condensed Consolidating Balance Sheet
March 31, 2014	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,067,578	$	2,055	$	123	$	—		$	1,069,756	$	4,879	$	—		$	1,074,635
Marketable securities	709,468		—		—		—			709,468		—		—			709,468
Accounts receivable, net	5,855		676,984		4,724		—			687,563		34,425		(33,650		)	688,338
Intercompany accounts receivable	—		446,024		337,691		(783,715		)	—		—		—			—
Inventories	—		1,588,698		—		—			1,588,698		1,594		—			1,590,292
Income taxes receivable	12,431		—		—		—			12,431		—		—			12,431
Prepayments and other	16,940		95,930		—		—			112,870		1,905		(4,430		)	110,345
Total current assets	1,812,272		2,809,691		342,538		(783,715		)	4,180,786		42,803		(38,080		)	4,185,509
Properties, plants and equip, net	31,381		2,676,401		56		—			2,707,838		1,005,077		(270,616		)	3,442,299
Marketable securities (long-term)	6,050		—		—		—			6,050		—		—			6,050
Investment in subsidiaries	6,071,959		234,594		—		(6,306,553		)	—		—		—			—
Intangibles and other assets	24,432		2,360,973		25,000		(25,000		)	2,385,405		362,655		(1,360		)	2,746,700
Total assets	$	7,946,094	$	8,081,659	$	367,594	$	(7,115,268	)	$	9,280,079	$	1,410,535	$	(310,056	)	$	10,380,558
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4,479	$	1,584,007	$	384	$	—		$	1,588,870	$	15,753	$	(33,650	)	$	1,570,973
Intercompany accounts payable	783,715		—		—		(783,715		)	—		—		—			—
Accrued liabilities	38,164		71,934		1,228		—			111,326		14,107		(4,430		)	121,003
Deferred income tax liabilities	224,534		—		—		—			224,534		—		—			224,534
Total current liabilities	1,050,892		1,655,941		1,612		(783,715		)	1,924,730		29,860		(38,080		)	1,916,510
Long-term debt	179,831		34,436		—		(25,000		)	189,267		833,790		—			1,023,057
Liability to HEP	—		242,463		—		—			242,463		—		(242,463		)	—
Deferred income tax liabilities	639,021		—		—		—			639,021		5,312		—			644,333
Other long-term liabilities	36,406		76,860		—		—			113,266		37,395		(2,504		)	148,157
Investment in HEP	—		—		131,388		—			131,388		—		(131,388		)	—
Equity – HollyFrontier	6,039,944		6,071,959		234,594		(6,306,553		)	6,039,944		405,427		(400,285		)	6,045,086
Equity – noncontrolling interest	—		—		—		—			—		98,751		504,664			603,415
Total liabilities and equity	$	7,946,094	$	8,081,659	$	367,594	$	(7,115,268	)	$	9,280,079	$	1,410,535	$	(310,056	)	$	10,380,558

Condensed Consolidating Balance Sheet
December 31, 2013	Parent		Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)		Consolidations and Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	931,920	$	1,817	$	14	$	—		$	933,751	$	6,352	$	—		$	940,103
Marketable securities	725,160		—		—		—			725,160		—		—			725,160
Accounts receivable, net	6,095		698,109		8,075		—			712,279		34,736		(38,213		)	708,802
Intercompany accounts receivable	—		149,907		313,623		(463,530		)	—		—		—			—
Inventories	—		1,352,656		—		—			1,352,656		1,591		—			1,354,247
Income taxes receivable	109,376		—		—		—			109,376		—		—			109,376
Prepayments and other	21,843		45,413		—		—			67,256		2,283		(10,783		)	58,756
Total current assets	1,794,394		2,247,902		321,712		(463,530		)	3,900,478		44,962		(48,996		)	3,896,444
Properties, plants and equip, net	30,007		2,633,739		24		—			2,663,770		1,004,975		(274,149		)	3,394,596
Investment in subsidiaries	5,722,025		216,687		—		(5,938,712		)	—		—		—			—
Intangibles and other assets	23,034		2,380,268		25,000		(25,000		)	2,403,302		363,970		(1,573		)	2,765,699
Total assets	$	7,569,460	$	7,478,596	$	346,736	$	(6,427,242	)	$	8,967,550	$	1,413,907	$	(324,718	)	$	10,056,739
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	16,704	$	1,323,603	$	383	$	—		$	1,340,690	$	22,898	$	(38,212	)	$	1,325,376
Intercompany accounts payable	463,530		—		—		(463,530		)	—		—		—			—
Accrued liabilities	43,254		63,181		795		—			107,230		28,668		(10,783		)	125,115
Deferred income tax liabilities	223,999		—		—		—			223,999		—		—			223,999
Total current liabilities	747,487		1,386,784		1,178		(463,530		)	1,671,919		51,566		(48,995		)	1,674,490
Long-term debt	180,054		34,835		—		(25,000		)	189,889		807,630		—			997,519
Liability to HEP	—		245,536		—		—			245,536		—		(245,536		)	—
Deferred income tax liabilities	611,555		—		—		—			611,555		5,287		—			616,842
Other long-term liabilities	35,874		89,416		—		—			125,290		35,918		(2,718		)	158,490
Investment in HEP	—		—		128,871		—			128,871		—		(128,871		)	—
Equity – HollyFrontier	5,994,490		5,722,025		216,687		(5,938,712		)	5,994,490		416,018		(410,888		)	5,999,620
Equity – noncontrolling interest	—		—		—		—			—		97,488		512,290			609,778
Total liabilities and equity	$	7,569,460	$	7,478,596	$	346,736	$	(6,427,242	)	$	8,967,550	$	1,413,907	$	(324,718	)	$	10,056,739

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries		Eliminations			HollyFrontier Corp. Before Consolidation of HEP		Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	101		$	4,775,123	$	971	$	—		$	4,776,195	$	87,012		$	(72,154	)	$	4,791,053
Operating costs and expenses:
Cost of products sold	—			4,209,722		—		—			4,209,722		—			(71,102		)	4,138,620
Operating expenses	—			251,476		—		—			251,476		22,812			(322		)	273,966
General and administrative	21,107			2,626		39		—			23,772		3,151			—			26,923
Depreciation and amortization	1,790			67,107		—		—			68,897		15,184			(3,533		)	80,548
Total operating costs and expenses	22,897			4,530,931		39		—			4,553,867		41,147			(74,957		)	4,520,057
Income (loss) from operations	(22,796		)	244,192		932		—			222,328		45,865			2,803			270,996
Other income (expense):
Earnings (loss) of equity method investments	262,359			16,022		16,283		(279,704		)	14,960		522			(16,283		)	(801		)
Interest income (expense)	(424		)	2,145		130		—			1,851		(10,451		)	(2,342		)	(10,942		)
Loss on early extinguishment of debt	—			—		—		—			—		(7,677		)	—			(7,677		)
	261,935			18,167		16,413		(279,704		)	16,811		(17,606		)	(18,625		)	(19,420		)
Income before income taxes	239,139			262,359		17,345		(279,704		)	239,139		28,259			(15,822		)	251,576
Income tax provision	87,539			—		—		—			87,539		75			—			87,614
Net income	151,600			262,359		17,345		(279,704		)	151,600		28,184			(15,822		)	163,962
Less net income attributable to noncontrolling interest	—			—		—		—			—		3,637			8,264			11,901
Net income attributable to HollyFrontier stockholders	$	151,600		$	262,359	$	17,345	$	(279,704	)	$	151,600	$	24,547		$	(24,086	)	$	152,061
Comprehensive income attributable to HollyFrontier stockholders	$	204,842		$	349,384	$	17,382	$	(366,766	)	$	204,842	$	24,585		$	(24,124	)	$	205,303

Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 2013	Parent			Guarantor Restricted Subsidiaries		Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Sales and other revenues	$	531		$	4,692,426	$	32		$	—		$	4,692,989		$	76,484		$	(61,684	)	$	4,707,789
Operating costs and expenses:
Cost of products sold	—			3,853,128		41			—			3,853,169			—			(60,634		)	3,792,535
Operating expenses	—			239,423		(19		)	—			239,404			26,029			(334		)	265,099
General and administrative	24,131			1,775		60			—			25,966			3,232			—			29,198
Depreciation and amortization	926			60,620		—			—			61,546			13,749			(3,533		)	71,762
Total operating costs and expenses	25,057			4,154,946		82			—			4,180,085			43,010			(64,501		)	4,158,594
Income (loss) from operations	(24,526		)	537,480		(50		)	—			512,904			33,474			2,817			549,195
Other income (expense):
Earnings of equity method investments	550,910			11,633		11,992			(563,141		)	11,394			657			(11,992		)	59
Interest income (expense)	(7,221		)	1,797		289			—			(5,135		)	(12,382		)	(2,272		)	(19,789		)
	543,689			13,430		12,281			(563,141		)	6,259			(11,725		)	(14,264		)	(19,730		)
Income before income taxes	519,163			550,910		12,231			(563,141		)	519,163			21,749			(11,447		)	529,465
Income tax provision	186,039			—		—			—			186,039			55			—			186,094
Net income	333,124			550,910		12,231			(563,141		)	333,124			21,694			(11,447		)	343,371
Less net income attributable to noncontrolling interest	—			—		—			—			—			2,890			6,812			9,702
Net income attributable to HollyFrontier stockholders	$	333,124		$	550,910	$	12,231		$	(563,141	)	$	333,124		$	18,804		$	(18,259	)	$	333,669
Comprehensive income attributable to HollyFrontier stockholders	$	344,883		$	568,415	$	12,850		$	(581,265	)	$	344,883		$	19,423		$	(18,878	)	$	345,428

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2014	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(23,564	)	$	381,180		$	17,477		$	—		$	375,093		$	39,047		$	(19,211	)	$	394,929
Cash flows from investing activities
Additions to properties, plants and equipment	(3,163		)	(100,483		)	(31		)	—			(103,677		)	—			—			(103,677		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(20,604		)	—			(20,604		)
Investment in Sabine Biofuels	—			(1,000		)	—			—			(1,000		)	—			—			(1,000		)
Net advances to Sabine Biofuels	—			2,586			—			—			2,586			—			—			2,586
Purchases of marketable securities	(244,030		)	—			—			—			(244,030		)	—			—			(244,030		)
Sales and maturities of marketable securities	253,676			—			—			—			253,676			—			—			253,676
Net advances to Parent	—			(302,773		)	(17,412		)	320,185			—			—			—			—
	6,483			(401,670		)	(17,443		)	320,185			(92,445		)	(20,604		)	—			(113,049		)
Cash flows from financing activities
Net repayments under credit agreement – HEP	—			—			—			—			—			174,700			—			174,700
Redemption of senior notes - HEP	—			—			—			—			—			(156,188		)	—			(156,188		)
Inventory repurchase obligation	—			21,126			—			—			21,126			—			—			21,126
Purchase of treasury stock	(13,988		)	—			—			—			(13,988		)	—			—			(13,988		)
Dividends	(158,614		)	—			—			—			(158,614		)	—			—			(158,614		)
Distributions to noncontrolling interest	—			—			—			—			—			(38,092		)	19,211			(18,881		)
Excess tax benefit from equity-based compensation	5,156			—			—			—			5,156			—			—			5,156
Purchase of units for incentive grants - HEP	—			—			—			—			—			(336		)	—			(336		)
Deferred financing costs and other	—			(398		)	75			—			(323		)	—			—			(323		)
Net advances from subsidiaries	320,185			—			—			(320,185		)	—			—			—			—
	152,739			20,728			75			(320,185		)	(146,643		)	(19,916		)	19,211			(147,348		)
Cash and cash equivalents
Increase (decrease) for the period	135,658			238			109			—			136,005			(1,473		)	—			134,532
Beginning of period	931,920			1,817			14			—			933,751			6,352			—			940,103
End of period	$	1,067,578		$	2,055		$	123		$	—		$	1,069,756		$	4,879		$	—		$	1,074,635

Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2013	Parent			Guarantor Restricted Subsidiaries			Non- Guarantor Restricted Subsidiaries			Eliminations			HollyFrontier Corp. Before Consolidation of HEP			Non-Guarantor Non-Restricted Subsidiaries (HEP Segment)			Consolidations and Eliminations			Consolidated
	(In thousands)
Cash flows from operating activities	$	(56,933	)	$	282,983		$	10,496		$	—		$	236,546		$	29,438		$	(17,421	)	$	248,563
Cash flows from investing activities:
Additions to properties, plants and equipment	(1,736		)	(65,215		)	—			—			(66,951		)	—			—			(66,951		)
Additions to properties, plants and equipment – HEP	—			—			—			—			—			(5,013		)	—			(5,013		)
Proceeds from sale of property	—			—			—			—			—			2,290			—			2,290
Purchases of marketable securities	(178,251		)	—			—			—			(178,251		)	—			—			(178,251		)
Sales and maturities of marketable securities	143,280			—			—			—			143,280			—			—			143,280
Net advances to Parent	—			(224,667		)	(8,997		)	233,664			—			—			—			—
	(36,707		)	(289,882		)	(8,997		)	233,664			(101,922		)	(2,723		)	—			(104,645		)
Cash flows from financing activities:
Net borrowings under credit agreement – HEP	—			—			—			—			—			(53,000		)	—			(53,000		)
Proceeds from common unit offerings - HEP	73,444			—			—			—			73,444			73,444			—			146,888
Purchase of treasury stock	(6,610		)	—			—			—			(6,610		)	—			—			(6,610		)
Contribution from general partner	—			—			(1,499		)	—			(1,499		)	1,499			—			—
Dividends	(102,163		)	—			—			—			(102,163		)	—			—			(102,163		)
Distributions to noncontrolling interest	—			—			—			—			—			(32,709		)	17,421			(15,288		)
Excess tax benefit from equity-based compensation	744			—			—			—			744			—			—			744
Purchase of units for incentive grants - HEP	—			—			—			—			—			(2,719		)	—			(2,719		)
Deferred financing costs and other	—			3,247			—			—			3,247			(274		)	—			2,973
Net advances from subsidiaries	233,664			—			—			(233,664		)	—			—			—			—
	199,079			3,247			(1,499		)	(233,664		)	(32,837		)	(13,759		)	17,421			(29,175		)
Cash and cash equivalents
Increase (decrease) for the period:	105,439			(3,652		)	—			—			101,787			12,956			—			114,743
Beginning of period	1,748,808			3,652			2			—			1,752,462			5,237			—			1,757,699
End of period	$	1,854,247		$	—		$	2		$	—		$	1,854,249		$	18,193		$	—		$	1,872,442

XML

Description of Business and Presentation of Financial Statements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 mi Petroleum_Refineries
Ownership Interest By Project Type [Line Items]
Number of refineries located in Tulsa, Oklahoma	2
Refinery Distance From Main City [Miles]	65
Percentage Of Interest Owned In Development Stage Biodiesel Production Facility	50.00%
Allowance for doubtful accounts reserve	$ 2.4
Twelve Inch Refined Products Pipeline Project
Ownership Interest By Project Type [Line Items]
Description of pipeline acquired (inches)	12
HEP [Member]
Ownership Interest By Project Type [Line Items]
Percentage of ownership in variable interest entity	39.00%
Percentage of general partner interest	2.00%
HEP [Member] | SLC Pipeline [Member]
Ownership Interest By Project Type [Line Items]
Length of pipeline (miles)	95
SLC Pipeline [Member] | HEP [Member]
Ownership Interest By Project Type [Line Items]
Equity Method Investment, Ownership Percentage	25.00%
UNEV Pipeline [Member]
Ownership Interest By Project Type [Line Items]
Percentage of interest owned In pipeline project	75.00%

XML

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2014

Financial Instruments, Owned, at Fair Value [Abstract]

Estimated Fair Values Of Debt Instruments

The carrying amounts and estimated fair values of our investments in marketable securities, derivative instruments and senior notes at March 31, 2014 and December 31, 2013 were as follows:

					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
March 31, 2014
Assets:
Marketable securities	$	715,518	$	715,518	$	—	$	715,518	$	—
Commodity price swaps	129,128		129,128		—		110,015		19,113
Forward sales contracts	2,089		2,089		—		—		2,089
HEP interest rate swaps	1,628		1,628		—		1,628		—
Total assets	$	848,363	$	848,363	$	—	$	827,161	$	21,202
Liabilities:
NYMEX futures contracts	$	3,450	$	3,450	$	3,450	$	—	$	—
Commodity price swaps	76,297		76,297		—		32,622		43,675
HollyFrontier senior notes	154,830		160,688		—		160,688		—
HEP senior notes	296,090		319,500		—		319,500		—
HEP interest rate swaps	1,677		1,677		—		1,677		—
Total liabilities	$	532,344	$	561,612	$	3,450	$	514,487	$	43,675

					Fair Value by Input Level
Financial Instrument	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
December 31, 2013
Assets:
Marketable securities	$	725,160	$	725,160	$	—	$	725,160	$	—
Commodity price swaps	43,284		43,284		—		36,312		6,972
HEP interest rate swaps	1,670		1,670		—		1,670		—
Total assets	$	770,114	$	770,114	$	—	$	763,142	$	6,972
Liabilities:
NYMEX futures contracts	$	3,569	$	3,569	$	3,569	$	—	$	—
Commodity price swaps	83,349		83,349		—		41,059		42,290
HollyFrontier senior notes	155,054		161,250		—		161,250		—
HEP senior notes	444,630		471,750		—		471,750		—
HEP interest rate swaps	1,814		1,814		—		1,814		—
Total liabilities	$	688,416	$	721,732	$	3,569	$	675,873	$	42,290

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the changes in fair value of our Level 3 assets and liabilities (all related to derivative instruments) for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
Level 3 Financial Instruments	2014			2013
	(In thousands)
Liability balance at beginning of period	$	(35,318	)	$	(33,658	)
Change in fair value:
Recognized in other comprehensive income	(22,137		)	(49,202		)
Recognized in cost of products sold	8,970			43,559
Settlement date fair value of contractual maturities:
Recognized in sales and other revenues	25,331			19,185
Recognized in cost of products sold	681			13,867
Liability balance at end of period	$	(22,473	)	$	(6,249	)

XML

Supplemental Guarantor/Non-Guarantor Financial Information Consolidating Statement of Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	$ 0
Cash flows from operating activities	394,929	248,563
Additions to properties, plants and equipment	(103,677)	(66,951)
Proceeds from sale of properties, plants, and equipment	0	2,290
Investment in Sabine Biofuels	1,000	0
Net repayment of advances to Sabine Biofuels	2,586	0
Purchases of marketable securities	(244,030)	(178,251)
Sales and maturities of marketable securities	253,676	143,280
Net Advances to Parent	0	0
Net cash used for investing activities	(113,049)	(104,645)
Proceeds from common unit offerings	0	146,888
Redemption of Senior Notes - HEP	(156,188)
Inventory repurchase obligation	21,126	0
Purchase of treasury stock	(13,988)	(6,610)
Contribution from General Partner		0
Dividends	(158,614)	(102,163)
Excess tax benefit from equity based compensation	5,156	744
Deferred financing costs and other	323	2,973
Net advances from subsidiaries	0	0
Net cash provided by (used for) financing activities	(147,348)	(29,175)
Increase (decrease) for the period	134,532	114,743
Beginning of period	940,103	1,757,699
End of period	1,074,635	1,872,442
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	783,715
Cash flows from operating activities	(23,564)	(56,933)
Additions to properties, plants and equipment	(3,163)	(1,736)
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	0
Net repayment of advances to Sabine Biofuels	0
Purchases of marketable securities	(244,030)	(178,251)
Sales and maturities of marketable securities	253,676	143,280
Net Advances to Parent	0	0
Net cash used for investing activities	6,483	(36,707)
Net repayments under credit agreement – HEP	0
Redemption of Senior Notes - HEP	0
Inventory repurchase obligation	0
Purchase of treasury stock	(13,988)	(6,610)
Contribution from General Partner		0
Dividends	(158,614)	(102,163)
Distributions to noncontrolling interest	0	0
Excess tax benefit from equity based compensation	5,156	744
Purchase of units for restricted grants - HEP	0
Deferred financing costs and other	0	0
Net advances from subsidiaries	320,185	233,664
Net cash provided by (used for) financing activities	152,739	199,079
Increase (decrease) for the period	135,658	105,439
Beginning of period	931,920	1,748,808
End of period	1,067,578	1,854,247
Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	0
Cash flows from operating activities	381,180	282,983
Additions to properties, plants and equipment	(100,483)	(65,215)
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	1,000
Net repayment of advances to Sabine Biofuels	2,586
Purchases of marketable securities	0	0
Sales and maturities of marketable securities	0	0
Net Advances to Parent	(302,773)	(224,667)
Net cash used for investing activities	(401,670)	(289,882)
Proceeds from common unit offerings		0
Net repayments under credit agreement – HEP	0
Redemption of Senior Notes - HEP	0
Inventory repurchase obligation	21,126
Purchase of treasury stock	0	0
Contribution from General Partner		0
Dividends	0	0
Distributions to noncontrolling interest	0	0
Excess tax benefit from equity based compensation	0	0
Purchase of units for restricted grants - HEP	0
Deferred financing costs and other	398	3,247
Net advances from subsidiaries	0	0
Net cash provided by (used for) financing activities	20,728	3,247
Increase (decrease) for the period	238	(3,652)
Beginning of period	1,817	3,652
End of period	2,055	0
Non Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	0
Cash flows from operating activities	17,477	10,496
Additions to properties, plants and equipment	(31)	0
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	0
Net repayment of advances to Sabine Biofuels	0
Purchases of marketable securities	0	0
Sales and maturities of marketable securities	0	0
Net Advances to Parent	(17,412)	(8,997)
Net cash used for investing activities	(17,443)	(8,997)
Proceeds from common unit offerings		0
Net repayments under credit agreement – HEP	0
Redemption of Senior Notes - HEP	0
Inventory repurchase obligation	0
Purchase of treasury stock	0	0
Contribution from General Partner		1,499
Dividends	0	0
Distributions to noncontrolling interest	0	0
Excess tax benefit from equity based compensation	0	0
Purchase of units for restricted grants - HEP	0
Deferred financing costs and other	(75)	0
Net advances from subsidiaries	0	0
Net cash provided by (used for) financing activities	75	(1,499)
Increase (decrease) for the period	109	0
Beginning of period	14	2
End of period	123	2
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	(783,715)
Cash flows from operating activities	0	0
Additions to properties, plants and equipment	0	0
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	0
Net repayment of advances to Sabine Biofuels	0
Purchases of marketable securities	0	0
Sales and maturities of marketable securities	0	0
Net Advances to Parent	320,185	233,664
Net cash used for investing activities	320,185	233,664
Net borrowings under credit agreement – HEP		0
Proceeds from common unit offerings		0
Net repayments under credit agreement – HEP	0
Redemption of Senior Notes - HEP	0
Inventory repurchase obligation	0
Purchase of treasury stock	0	0
Contribution from General Partner		0
Dividends	0	0
Distributions to noncontrolling interest	0	0
Excess tax benefit from equity based compensation	0	0
Purchase of units for restricted grants - HEP	0	0
Deferred financing costs and other	0	0
Net advances from subsidiaries	320,185	233,664
Net cash provided by (used for) financing activities	(320,185)	(233,664)
Increase (decrease) for the period	0	0
Beginning of period	0	0
End of period	0	0
Holly Frontier Corp. Before Consolidation Of HEP [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	0
Cash flows from operating activities	375,093	236,546
Additions to properties, plants and equipment	(103,677)	(66,951)
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	1,000
Net repayment of advances to Sabine Biofuels	2,586
Purchases of marketable securities	(244,030)	(178,251)
Sales and maturities of marketable securities	253,676	143,280
Net Advances to Parent	0	0
Net cash used for investing activities	(92,445)	(101,922)
Proceeds from common unit offerings		73,444
Net repayments under credit agreement – HEP	0
Redemption of Senior Notes - HEP	0
Inventory repurchase obligation	21,126
Purchase of treasury stock	(13,988)	(6,610)
Contribution from General Partner		1,499
Dividends	(158,614)	(102,163)
Distributions to noncontrolling interest	0	0
Excess tax benefit from equity based compensation	5,156	744
Purchase of units for restricted grants - HEP	0
Deferred financing costs and other	323	3,247
Net advances from subsidiaries	0	0
Net cash provided by (used for) financing activities	(146,643)	(32,837)
Increase (decrease) for the period	136,005	101,787
Beginning of period	933,751	1,752,462
End of period	1,069,756	1,854,249
Non-Guarantor Non-Restricted Subsidiaries (HEP Segment) [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	0
Cash flows from operating activities	39,047	29,438
Additions to properties, plants and equipment	0	(5,013)
Proceeds from sale of properties, plants, and equipment		(2,290)
Investment in Sabine Biofuels	0
Net repayment of advances to Sabine Biofuels	0
Purchases of marketable securities	0	0
Sales and maturities of marketable securities	0	0
Net Advances to Parent	0	0
Net cash used for investing activities	(20,604)	(2,723)
Net borrowings under credit agreement – HEP		(53,000)
Proceeds from common unit offerings		73,444
Net repayments under credit agreement – HEP	174,700
Redemption of Senior Notes - HEP	(156,188)
Inventory repurchase obligation	0
Purchase of treasury stock	0	0
Contribution from General Partner		1,499
Dividends	0	0
Distributions to noncontrolling interest	(38,092)	(32,709)
Excess tax benefit from equity based compensation	0	0
Purchase of units for restricted grants - HEP	(336)	(2,719)
Deferred financing costs and other	0	(274)
Net advances from subsidiaries	0	0
Net cash provided by (used for) financing activities	(19,916)	(13,759)
Increase (decrease) for the period	(1,473)	12,956
Beginning of period	6,352	5,237
End of period	4,879	18,193
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Intercompany accounts payable	0
Cash flows from operating activities	(19,211)	(17,421)
Additions to properties, plants and equipment	0	0
Proceeds from sale of properties, plants, and equipment		0
Investment in Sabine Biofuels	0
Net repayment of advances to Sabine Biofuels	0
Purchases of marketable securities	0	0
Sales and maturities of marketable securities	0	0
Net Advances to Parent	0	0
Net cash used for investing activities	0	0
Redemption of Senior Notes - HEP	0
Inventory repurchase obligation	0
Purchase of treasury stock	0	0
Contribution from General Partner		0
Dividends	0	0
Distributions to noncontrolling interest	19,211	17,421
Excess tax benefit from equity based compensation	0	0
Purchase of units for restricted grants - HEP	0	0
Deferred financing costs and other	0	0
Net advances from subsidiaries	0	0
Net cash provided by (used for) financing activities	19,211	17,421
Increase (decrease) for the period	0	0
Beginning of period	0	0
End of period	0	0
HEP [Member]
Condensed Financial Statements, Captions [Line Items]
Additions to properties, plants and equipment	(20,604)	(5,013)
Net borrowings under credit agreement – HEP		(53,000)
Proceeds from common unit offerings		73,444
Net repayments under credit agreement – HEP	174,700
Distributions to noncontrolling interest	(18,881)	(15,288)
Purchase of units for restricted grants - HEP	(336)	(2,719)
Beginning of period	6,352
End of period	4,879
HEP [Member] | Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Additions to properties, plants and equipment	0	0
Net borrowings under credit agreement – HEP		0
Proceeds from common unit offerings		73,444
Purchase of units for restricted grants - HEP		0
HEP [Member] | Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Additions to properties, plants and equipment	0	0
Net borrowings under credit agreement – HEP		0
Purchase of units for restricted grants - HEP		0
HEP [Member] | Non Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Additions to properties, plants and equipment	0	0
Net borrowings under credit agreement – HEP		0
Purchase of units for restricted grants - HEP		0
HEP [Member] | Holly Frontier Corp. Before Consolidation Of HEP [Member]
Condensed Financial Statements, Captions [Line Items]
Additions to properties, plants and equipment	0	0
Net borrowings under credit agreement – HEP		0
Purchase of units for restricted grants - HEP		0
HEP [Member] | Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Additions to properties, plants and equipment	0	0
Net borrowings under credit agreement – HEP		0
Proceeds from common unit offerings		0
Net repayments under credit agreement – HEP	$ 0

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Description of Business and Presentation of Financial Statements

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description Of Business And Presentation Of Financial Statements

Description of Business and Presentation of Financial Statements

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

We are principally an independent petroleum refiner that produces high-value light products such as gasoline, diesel fuel, jet fuel, specialty lubricant products, and specialty and modified asphalt. We own and operate petroleum refineries that serve markets throughout the Mid-Continent, Southwest and Rocky Mountain regions of the United States. As of March 31, 2014, we:

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

• owned and operated NK Asphalt Partners (“NK Asphalt”) which operates various asphalt terminals in Arizona and New Mexico;

• owned a 50% interest in Sabine Biofuels II, LLC (“Sabine Biofuels”), a biodiesel production facility located in Port Arthur, Texas; and

• owned a 39% interest in HEP, a consolidated variable interest entity (“VIE”), which includes our 2% general partner interest. HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountain regions of the United States and Alon USA, Inc.'s (“Alon”) refinery in Big Spring, Texas. Additionally, HEP owns a 75% interest in UNEV Pipeline, LLC (“UNEV”), which owns a 12-inch refined products pipeline from Salt Lake City, Utah to Las Vegas, Nevada, together with terminal facilities in the Cedar City, Utah and North Las Vegas areas (the “UNEV Pipeline”) and a 25% interest in SLC Pipeline LLC (the “SLC Pipeline”), which owns a 95-mile intrastate pipeline system that serves refineries in the Salt Lake City area.

We have prepared these consolidated financial statements without audit. In management’s opinion, these consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our consolidated financial position as of March 31, 2014, the consolidated results of operations and comprehensive income for the three months ended March 31, 2014 and 2013 and consolidated cash flows for the three months ended March 31, 2014 and 2013 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, 2013 that has been filed with the SEC.

Our results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be realized for the year ending December 31, 2014.

Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum industry. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances collateral, such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well as specific accounts identified as high risk, which historically have been minimal. Credit losses are charged to the allowance for doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was $2.4 million at March 31, 2014 and December 31, 2013.

Inventories: We use the last-in, first-out (“LIFO”) method of valuing inventory. Under the LIFO method, an actual valuation of inventory can only be made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Goodwill: Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually, or more frequently if events or circumstances indicate the possibility of impairment. As of March 31, 2014, there have been no impairments to goodwill.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Cash and cash equivalents (HEP: $4,879 and $6,352, respectively)	$ 1,074,635	$ 940,103
Accounts receivable Product and transportation	668,105	665,098
Materials and supplies (HEP: $1,594 and $1,591, respectively)	89,171	112,799
Prepayments and other (HEP: $1,905 and $2,283, respectively)	110,345	58,756
Property, Plant and Equipment, Gross	4,442,736	4,343,857
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	1,000,437	949,261
Goodwill	2,331,922	2,331,922
Intangibles and other	175,355	175,341
Accounts payable (HEP: $15,753 and $22,898, respectively)	1,570,973	1,325,376
Accrued liabilities (HEP: $14,107 and $28,668, respectively)	121,003	125,115
Long-term debt (HEP: $833,790 and $807,630, respectively)	1,023,057	997,519
Deferred income taxes (HEP: $5,312 and $5,287, respectively)	644,333	616,842
Other long-term liabilities (HEP: $37,395 and $35,918, respectively)	148,157	158,490
HollyFrontier Stockholders' Equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	320,000,000	320,000,000
Common stock, shares issued	255,962,866	255,962,866
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Treasury stock, shares	57,179,060	57,132,515
HEP [Member]
Cash and cash equivalents (HEP: $4,879 and $6,352, respectively)	4,879	6,352
Accounts receivable Product and transportation	34,425	34,736
Materials and supplies (HEP: $1,594 and $1,591, respectively)	1,594	1,591
Prepayments and other (HEP: $1,905 and $2,283, respectively)	1,905	2,283
Property, Plant and Equipment, Gross	1,212,988	1,199,594
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	207,911	194,619
Goodwill	288,991	288,991
Intangibles and other	73,664	74,979
Accounts payable (HEP: $15,753 and $22,898, respectively)	15,753	22,898
Accrued liabilities (HEP: $14,107 and $28,668, respectively)	14,107	28,668
Long-term debt (HEP: $833,790 and $807,630, respectively)	833,790	807,630
Deferred income taxes (HEP: $5,312 and $5,287, respectively)	5,312	5,287
Other long-term liabilities (HEP: $37,395 and $35,918, respectively)	$ 37,395	$ 35,918

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Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Equity

Equity

Changes to equity during the three months ended March 31, 2014 are presented below:

	HollyFrontier Stockholders’ Equity			Noncontrolling Interest			Total Equity
	(In thousands)
Balance at December 31, 2013	$	5,999,620		$	609,778		$	6,609,398
Net income	152,061			11,901			163,962
Dividends	(159,670		)	—			(159,670		)
Distributions to noncontrolling interest holders	—			(18,881		)	(18,881		)
Other comprehensive income, net of tax	53,242			58			53,300
Equity-based compensation	5,366			820			6,186
Excess tax benefit attributable to equity-based compensation	5,156			—			5,156
Purchase of treasury stock (1)	(10,689		)	—			(10,689		)
Purchase of HEP units for restricted grants	—			(336		)	(336		)
Other	—			75			75
Balance at March 31, 2014	$	6,045,086		$	603,415		$	6,648,501

(1) Includes 90,393 shares withheld under the terms of stock-based compensation agreements to provide funds for the payment of payroll and income taxes due at the vesting of share-based awards.

We have a Board approved repurchase program that authorizes 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, corporate, regulatory and other relevant considerations. This program may be discontinued at any time by the Board of Directors. As of March 31, 2014, we had remaining authorization to repurchase up to $311.6 million under this stock repurchase program.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	HollyFrontier Corp
Entity Central Index Key	0000048039
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		198,681,002

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Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2014

Other Comprehensive Income (Loss) [Abstract]

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

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

	Before-Tax			Tax Expense (Benefit)			After-Tax
	(In thousands)
Three Months Ended March 31, 2014
Net unrealized gain on marketable securities	$	11		$	(3	)	$	14
Net unrealized gain on hedging instruments	87,083			33,743			53,340
Net change in post-retirement benefit obligations	(89		)	(35		)	(54		)
Other comprehensive income	87,005			33,705			53,300
Less other comprehensive income attributable to noncontrolling interest	58			—			58
Other comprehensive income attributable to HollyFrontier stockholders	$	86,947		$	33,705		$	53,242
Three Months Ended March 31, 2013
Net unrealized gain on marketable securities	$	16		$	8		$	8
Net unrealized gain on hedging instruments	18,297			6,809			11,488
Net change in post-retirement benefit obligations	1,726			671			1,055
Other comprehensive income	20,039			7,488			12,551
Less other comprehensive income attributable to noncontrolling interest	792			—			792
Other comprehensive income attributable to HollyFrontier stockholders	$	19,247		$	7,488		$	11,759

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 March 31,
	2014			2013
Marketable securities	$	1		$	3		Interest income
	—			1			Income tax expense
	1			2			Net of tax
Hedging instruments:
Commodity price swaps	(25,331		)	(19,185		)	Sales and other revenues
	29,317			(6,532		)	Cost of products sold
	1,504			(1,573		)	Operating expenses
Interest rate swaps	(538		)	(1,353		)	Interest expense
	4,952			(28,643		)
	2,043			(10,823		)	Income tax expense (benefit)
	2,909			(17,820		)	Net of tax
	326			820			Noncontrolling interest
	3,235			(17,000		)	Net of tax and noncontrolling interest
Post-retirement benefit obligations	—			(84		)	Cost of products sold
	—			(1,549		)	Operating expenses
	—			(93		)	General and administrative expenses
	—			(1,726		)
	—			(671		)	Income tax benefit
	—			(1,055		)	Net of tax
Total reclassifications for the period	$	3,236		$	(18,053	)

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

	March 31, 2014		December 31, 2013
	(In thousands)
Unrealized gain on post-retirement benefit obligations	$	27,637	$	27,691
Unrealized gain on marketable securities	24		10
Unrealized gain (loss) on hedging instruments, net of noncontrolling interest	26,403		(26,879		)
Accumulated other comprehensive income	$	54,064	$	822

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Consolidated Statements Of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]
Sales and other revenues	$ 4,791,053	$ 4,707,789
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization)	4,138,620	3,792,535
Operating expenses (exclusive of depreciation and amortization)	273,966	265,099
General and administrative expenses (exclusive of depreciation and amortization)	26,923	29,198
Depreciation and amortization	80,548	71,762
Total operating costs and expenses	4,520,057	4,158,594
Income from operations	270,996	549,195
Other income (expense):
Earnings (loss) of equity method investments	(801)	59
Interest income	1,405	1,531
Interest expense	(12,347)	(21,320)
Loss on early extinguishment of debt	(7,677)	0
Other income (expense) total	(19,420)	(19,730)
Income before income taxes	251,576	529,465
Income tax provision:
Current	93,293	206,627
Deferred	(5,679)	(20,533)
Income tax provision total	87,614	186,094
Net income	163,962	343,371
Less net income attributable to noncontrolling interest	11,901	9,702
Net income attributable to HollyFrontier stockholders	$ 152,061	$ 333,669
Earnings per share attributable to HollyFrontier stockholders:
Basic	$ 0.76	$ 1.64
Diluted	$ 0.76	$ 1.63
Cash dividends declared per common share	$ 0.80	$ 0.80
Average number of common shares outstanding:
Basic	198,297	202,726
Diluted	198,924	203,428

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Cash and Cash Equivalents and Investments in Marketable Securities

3 Months Ended

Mar. 31, 2014

Cash And Cash Equivalents And Investments In Marketable Securities [Abstract]

Cash And Cash Equivalents And Investments In Marketable Securities

Cash and Cash Equivalents and Investments in Marketable Securities

Our investment portfolio at March 31, 2014 consisted of cash, cash equivalents and investments in marketable securities.

We currently invest in marketable debt securities with the maximum maturity or put date of any individual issue generally not greater than one year from the date of purchase, which are usually held until maturity. All of these instruments are classified as available-for-sale. As a result, they are reported at fair value using quoted market prices. Interest income is recorded as earned. Unrealized gains and losses, net of related income taxes, are reported as a component of accumulated other comprehensive income. Upon sale or maturity, realized gains on our marketable debt securities are recognized as interest income. These gains are computed based on the specific identification of the underlying cost of the securities, net of unrealized gains and losses previously reported in other comprehensive income. Unrealized gains and losses on our available-for-sale securities are due to changes in market prices and are considered temporary.

The following is a summary of our marketable securities:

	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value (Net Carrying Amount)
	(In thousands)
March 31, 2014
Certificates of deposit	$	64,703	$	20	$	—		$	64,723
Commercial paper	72,568		20		—			72,588
Corporate debt securities	136,056		15		(64		)	136,007
State and political subdivisions debt securities	442,167		66		(33		)	442,200
Total marketable securities	$	715,494	$	121	$	(97	)	$	715,518
December 31, 2013
Certificates of deposit	$	74,802	$	21	$	(1	)	$	74,822
Commercial paper	78,216		28		—			78,244
Corporate debt securities	96,889		6		(44		)	96,851
State and political subdivisions debt securities	475,235		49		(41		)	475,243
Total marketable securities	$	725,142	$	104	$	(86	)	$	725,160

Interest income recognized on our marketable securities was $0.6 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2014

Share-based Compensation [Abstract]

Stock-Based Compensation

Stock-Based Compensation

As of March 31, 2014, we have two principal share-based compensation plans (collectively, the “Long-Term Incentive Compensation Plan”).

The compensation cost charged against income for these plans was $5.4 million and $7.5 million for the three months ended March 31, 2014 and 2013, 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 $0.8 million and $1.1 million for the three months ended March 31, 2014 and 2013, respectively.

Restricted Stock and Restricted Stock Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees restricted stock and restricted stock unit awards with awards generally vesting over a period of one to three years. Restricted stock award recipients are generally entitled to all the rights of absolute ownership of the restricted shares from the date of grant including the right to vote the shares and to receive dividends. Upon vesting, restrictions on the restricted shares lapse at which time they convert to common shares. In addition, we grant non-employee directors restricted stock unit awards, which typically vest over a period of one year and are payable in stock. The fair value of each restricted stock and restricted stock unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period.

A summary of restricted stock and restricted stock unit activity and changes during the three months ended March 31, 2014 is presented below:

Restricted Stock and Restricted Stock Units	Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2014 (non-vested)	737,562		$	39.54
Granted	56,482		47.92
Vesting (transfer/conversion to common stock)	(92,240	)	32.76
Forfeited	(56,567	)	41.86
Outstanding at March 31, 2014 (non-vested)	645,237		$	41.04	$	30,700

For the three months ended March 31, 2014, 92,240 restricted stock and restricted stock units vested having a grant date fair value of $3.0 million. As of March 31, 2014, there was $16.9 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 1.3 years.

Performance Share Units

Under our Long-Term Incentive Compensation Plan, we grant certain officers and other key employees performance share units, which are payable in stock upon meeting certain criteria over the service period, and generally vest over a period of three years. Under the terms of our performance share unit grants, awards are subject to both a “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to an equally-weighted peer group of independent refining companies, while market performance is based on total shareholder return achieved by HollyFrontier stockholders compared with the average shareholder return achieved by shareholders of peer group companies. The number of shares ultimately issued under these awards can range from zero to 200%. As of March 31, 2014, estimated share payouts for outstanding non-vested performance share unit awards ranged from 120% to 165% of the initial target award.

A summary of performance share unit activity and changes during the three months ended March 31, 2014 is presented below:

Performance Share Units	Grants
Outstanding at January 1, 2014 (non-vested)	983,610
Granted	23,964
Vesting and transfer of ownership to recipients	(181,290	)
Forfeited	(87,564	)
Outstanding at March 31, 2014 (non-vested)	738,720

For the three months ended March 31, 2014, we issued 172,231 shares of our common stock, representing a 95% payout on vested performance shares units having a grant date fair value of $5.9 million. Based on the weighted-average grant date fair value of $40.53 per share, there was $23.3 million of total unrecognized compensation cost related to non-vested performance share units as of March 31, 2014. That cost is expected to be recognized over a weighted-average period of 1.7 years.

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Description of Business and Presentation of Financial Statements (Policy)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounts Receivable

Accounts Receivable: Our accounts receivable consist of amounts due from customers that are primarily companies in the petroleum industry. Credit is extended based on our evaluation of the customer’s financial condition, and in certain circumstances collateral, such as letters of credit or guarantees, is required. We reserve for doubtful accounts based on our historical loss experience as well as specific accounts identified as high risk, which historically have been minimal. Credit losses are charged to the allowance for doubtful accounts when an account is deemed uncollectible. Our allowance for doubtful accounts was $2.4 million at March 31, 2014 and December 31, 2013.

Inventories

Inventories: We use the last-in, first-out (“LIFO”) method of valuing inventory. Under the LIFO method, an actual valuation of inventory can only be made at the end of each year based on the inventory levels at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and are subject to the final year-end LIFO inventory valuation.

Goodwill

Goodwill: Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill is not subject to amortization and is tested annually, or more frequently if events or circumstances indicate the possibility of impairment. As of March 31, 2014, there have been no impairments to goodwill.

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Retirement Plan

3 Months Ended

Mar. 31, 2014

Pension and Other Postretirement Benefit Expense [Abstract]

Retirement Plan

Post-retirement Plans

We have a post-retirement healthcare and other benefits plan that is available to certain of our employees who satisfy certain age and service requirements. The net periodic benefit expense of this plan consisted of the following components:

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Service cost – benefit earned during the period	$	224		$	278
Interest cost on projected benefit obligations	159			159
Amortization of prior service credit	(1,074		)	(1,474		)
Amortization of net loss	—			31
Loss on settlement	—			1,726
Net periodic post-retirement expense (credit)	$	(691	)	$	720

In the first quarter of 2013, we settled a portion of our post-retirement medical obligation, at which time we reclassified a $1.7 million pretax loss out of accumulated other comprehensive income that was recognized as a charge to net income.

Additionally, we have a program that provides certain transition benefit payments to certain employees that participated in a defined benefit plan that was terminated. The program extends through 2014 and provides payments after year-end provided the employee is employed by us on the last day of each year. The payments are based on each employee's years of service and eligible salary. Transition benefit costs under this program were $2.6 million and $2.9 million for the three months ended March 31, 2014 and 2013, respectively.

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Debt

3 Months Ended

Mar. 31, 2014

Debt [Abstract]

Debt

Debt

HollyFrontier Credit Agreement

We have a $1 billion senior secured credit agreement that matures in July 2016 (the “HollyFrontier Credit Agreement”) and may be used to fund working capital requirements, capital expenditures, acquisitions and general corporate purposes. Obligations under the HollyFrontier Credit Agreement are collateralized by our inventory, accounts receivable and certain deposit accounts and guaranteed by our material, wholly-owned subsidiaries. At March 31, 2014, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $4.5 million under the HollyFrontier Credit Agreement.

HEP Credit Agreement

HEP has a $650 million senior secured revolving credit facility that matures in November 2018 (the “HEP Credit Agreement”) and is available to fund capital expenditures, investments, acquisitions, distribution payments and working capital and for general partnership purposes. It is also available to fund letters of credit up to a $50 million sub-limit. At March 31, 2014, HEP was in compliance with all of its covenants, had outstanding borrowings of $537.7 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 (presented parenthetically in our consolidated balance sheets). Indebtedness under the HEP Credit Agreement involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. Any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

HollyFrontier Senior Notes

Our 6.875% senior notes ($150 million aggregate principal amount maturing November 2018) (the “HollyFrontier Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional debt, incur liens, enter into sale-and-leaseback transactions, pay dividends, enter into mergers, sell assets and enter into certain transactions with affiliates. Additionally,we have certain redemption rights under the HollyFrontier Senior Notes.

At any time, following notice to the trustee, that the HollyFrontier Senior Notes are rated investment grade by both Moody's and Standard & Poor's and no default or event of default exists, we are not subject to many of the foregoing covenants (a "Covenant Suspension"). As of March 31, 2014, the HollyFrontier Senior Notes were rated investment grade by both Standard & Poor's (BBB-) and Moody's (Baa3). As a result, we are under the Covenant Suspension pursuant to the terms of the indenture governing the HollyFrontier Senior Notes.

HollyFrontier Financing Obligation

We have a financing obligation that relates to a sale and lease-back of certain crude oil tankage that we sold to an affiliate of Plains All American Pipeline, L.P. (“Plains”) in October 2009 for $40.0 million. Monthly lease payments are recorded as a reduction in principal over the 15-year lease term ending in 2024.

HEP Senior Notes

HEP’s 6.5% senior notes ($300 million aggregate principal amount maturing March 2020) (the “HEP Senior Notes”) are unsecured and impose certain restrictive covenants, including limitations on HEP’s ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. At any time when the HEP Senior Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default exists, HEP will not be subject to many of the foregoing covenants. Additionally, HEP has certain redemption rights under the HEP Senior Notes.

In March 2014, HEP redeemed its $150.0 million aggregate principal amount of 8.25% senior notes maturing March 2018 at a redemption cost of $156.2 million, at which time HEP recognized a $7.7 million early extinguishment loss consisting of a $6.2 million debt redemption premium and unamortized discount and financing costs of $1.5 million. HEP funded the redemption with borrowings under the HEP Credit Agreement.

Indebtedness under the HEP Senior Notes involves recourse to HEP Logistics Holdings, L.P., its general partner, and is guaranteed by HEP’s wholly-owned subsidiaries. However, any recourse to the general partner would be limited to the extent of HEP Logistics Holdings, L.P.’s assets, which other than its investment in HEP, are not significant. HEP’s creditors have no recourse to our other assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries.

The carrying amounts of long-term debt are as follows:

	March 31, 2014			December 31, 2013
	(In thousands)
6.875% Senior Notes
Principal	$	150,000		$	150,000
Unamortized premium	4,830			5,054
	154,830			155,054
Financing Obligation	34,437			34,835
Total HollyFrontier long-term debt	189,267			189,889
HEP Credit Agreement	537,700			363,000
HEP 6.5% Senior Notes
Principal	300,000			300,000
Unamortized discount	(3,910		)	(4,073		)
	296,090			295,927
HEP 8.25% Senior Notes
Principal	—			150,000
Unamortized discount	—			(1,297		)
	—			148,703
Total HEP long-term debt	833,790			807,630
Total long-term debt	$	1,023,057		$	997,519

We capitalized interest attributable to construction projects of $3.0 million and $3.4 million for the three months ended March 31, 2014 and 2013, respectively.

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Other Comprehensive Income (Loss) Other Comprehensive Income Balance Components (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Unrealized gain on post-retirement benefit obligations	$ 27,637	$ 27,691
Unrealized gain on marketable securities	24	10
Unrealized gain (loss) on hedging activities, net of noncontrolling interest	26,403	(26,879)
Accumulated other comprehensive income	$ 54,064	$ 822

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Inventories

3 Months Ended

Mar. 31, 2014

Inventory, Net [Abstract]

Inventories

Inventories

Inventory consists of the following components:

	March 31, 2014		December 31, 2013
	(In thousands)
Crude oil	$	617,422	$	567,281
Other raw materials and unfinished products(1)	208,080		154,534
Finished products(2)	675,619		519,633
Process chemicals(3)	3,993		3,504
Repair and maintenance supplies and other	85,178		109,295
Total inventory	$	1,590,292	$	1,354,247

(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.

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Environmental

3 Months Ended

Mar. 31, 2014

Environmental Expense and Liabilities [Abstract]

Environmental

Environmental

We expensed $0.3 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively, for environmental remediation obligations. The accrued environmental liability reflected in our consolidated balance sheets was $85.2 million and $87.8 million at March 31, 2014 and December 31, 2013, respectively, of which $72.0 million and $73.6 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).

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Derivative Instruments And Hedging Activities

3 Months Ended

Mar. 31, 2014

Derivative Instruments And Hedging Activities [Abstract]

Derivative Instruments And Hedging Activities

Derivative Instruments and Hedging Activities

Commodity Price Risk Management

Our primary market risk is commodity price risk. We are exposed to market risks related to the volatility in crude oil and refined products, as well as volatility in the price of natural gas used in our refining operations. We periodically enter into derivative contracts in the form of commodity price swaps and futures contracts to mitigate price exposure with respect to:

• our inventory positions;

• natural gas purchases;

• costs of crude oil and related grade differentials;

• prices of refined products; and

• our refining margins.

Accounting Hedges

We have swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas and WTI crude oil and forecasted sales of ultra-low sulfur diesel and conventional unleaded gasoline. We also have forward sales contracts that lock in the prices of future sales of refined product. These contracts have been designated as accounting hedges and are measured quarterly 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. Also on a quarterly basis, hedge ineffectiveness is measured by comparing the change in fair value of the swap contracts against the expected future cash inflows/outflows on the respective transaction being hedged. Any hedge ineffectiveness is also recognized in earnings.

The following table presents the pre-tax effect on other comprehensive income (“OCI”) and earnings due to fair value adjustments and maturities of commodity price swaps under hedge accounting:

	Unrealized Gain (Loss) Recognized in OCI			Gain (Loss) Recognized in Earnings Due to Settlements				Gain (Loss) Attributable to Hedge Ineffectiveness Recognized in Earnings
				Location	Amount			Location	Amount
	(In thousands)
Three Months Ended March 31, 2014
Commodity price swaps
Change in fair value	$	92,478		Sales and other revenues	$	(25,331	)
Gain reclassified to earnings due to settlements	(5,760		)	Cost of products sold	29,317
Amortization of discontinued hedges reclassified to earnings	270			Operating expenses	1,504			Operating expenses	$	(2,160	)
Total	$	86,988			$	5,490			$	(2,160	)
Three Months Ended March 31, 2013
Commodity price swaps
Change in fair value	$	(10,404	)	Sales and other revenues	$	(19,185	)	Sales and other revenues	$	(356	)
Loss reclassified to earnings due to settlements	27,200			Cost of products sold	(6,532		)	Cost of products sold	3,131
Amortization of discontinued hedges reclassified to earnings	90			Operating expenses	(1,573		)	Operating expenses	(365		)
Total	$	16,886			$	(27,290	)		$	2,410

As of March 31, 2014, we have the following notional contract volumes related to outstanding derivative instruments serving as cash flow hedges against price risk on forecasted purchases of natural gas and crude oil and sales of refined products:

		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Natural gas - long	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
WTI crude oil - long	24,042,500	19,662,500	4,380,000	—	—	Barrels
Ultra-low sulfur diesel - short	14,142,500	9,762,500	4,380,000	—	—	Barrels
Sub octane gasoline - short	9,900,000	9,900,000	—	—	—	Barrels
Forward sales - diesel and gasoline	825,000	825,000	—	—	—	Barrels

In 2013, we dedesignated certain commodity price swaps (long positions) that previously received hedge accounting treatment. These contracts now serve as economic hedges against price risk on forecasted natural gas purchases totaling 36,000,000 MMBTU's to be purchased ratably through 2017. As of March 31, 2014, we have an unrealized loss of $4.1 million classified in accumulated other comprehensive income that relates to the application of hedge accounting prior to dedesignation that is amortized as a charge to operating expenses as the contracts mature.

Economic Hedges

We also have swap contracts that serve as economic hedges (derivatives used for risk management, but not designated as accounting hedges) to fix our purchase price on forecasted natural gas purchases, and to lock in the spread between WCS and WTI crude oil on forecasted purchases of WCS. Also, we have NYMEX futures contracts to lock in prices on forecasted purchases of inventory. These contracts are measured quarterly at fair value with offsetting adjustments (gains/losses) recorded directly to income.

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

	Three Months Ended March 31,
Location of Gain (Loss) Recognized in Income	2014			2013
	(In thousands)
Cost of products sold	$	26		$	33,592
Operating expenses	(48		)	(4,993		)
Total	$	(22	)	$	28,599

As of March 31, 2014, we have the following notional contract volumes related to our outstanding derivative contracts serving as economic hedges:

		Notional Contract Volumes by Year of Maturity
Derivative Instrument	Total Outstanding Notional	2014	2015	2016	2017	Unit of Measure
Commodity price swap (WCS spread) - long	4,812,500	4,812,500	—	—	—	Barrels
Commodity price swap (natural gas) - long	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
Commodity price swap (natural gas) - short	36,000,000	7,200,000	9,600,000	9,600,000	9,600,000	MMBTU
NYMEX futures (WTI) - short	2,914,000	2,914,000	—	—	—	Barrels

Interest Rate Risk Management

HEP uses interest rate swaps to manage its exposure to interest rate risk.

As of March 31, 2014, HEP had three interest rate swap contracts that hedge its exposure to the cash flow risk caused by the effects of LIBOR changes on $305.0 million in credit agreement advances. The first interest rate swap effectively converts $155.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.99% plus an applicable margin of 2.00% as of March 31, 2014, which equaled an effective interest rate of 2.99%. This swap matures in February 2016. HEP has two additional interest rate swaps with identical terms which effectively convert $150.0 million of LIBOR based debt to fixed rate debt having an interest rate of 0.74% plus an applicable margin of 2.00% as of March 31, 2014, which equaled an effective interest rate of 2.74%. Both of these swap contracts mature in July 2017. All of these swap contracts have been designated as cash flow hedges. To date, there has been no ineffectiveness on these cash flow hedges.

The following table presents the pre-tax effect on other comprehensive income and earnings due to fair value adjustments and maturities of HEP's interest rate swaps under hedge accounting:

	Unrealized Gain (Loss) Recognized in OCI			Loss Recognized in Earnings Due to Settlements
				Location	Amount
	(In thousands)
Three Months Ended March 31, 2014
Interest rate swaps
Change in fair value	$	(443	)
Loss reclassified to earnings due to settlements	538			Interest expense	$	(538	)
Total	$	95			$	(538	)
Three Months Ended March 31, 2013
Interest rate swaps
Change in fair value	$	58
Loss reclassified to earnings due to settlements	504
Amortization of discontinued hedge reclassified to earnings	849			Interest expense	$	(1,353	)
Total	$	1,411			$	(1,353	)

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)
March 31, 2014
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	92,912	$	(40,044	)	$	52,868	$	18,321	$	(8,040	)	$	10,281
Forward sales contracts	2,089		—			2,089		—		—			—
Interest rate swap contracts	1,628		—			1,628		1,677		—			1,677
	$	96,629	$	(40,044	)	$	56,585	$	19,998	$	(8,040	)	$	11,958
Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	19,093	$	(4,445	)	$	14,648	$	13,487	$	(9,083	)	$	4,404
NYMEX futures contracts	—		—			—		3,450		—			3,450
	$	19,093	$	(4,445	)	$	14,648	$	16,937	$	(9,083	)	$	7,854
Total net balance						$	71,233						$	19,812
Balance sheet classification:	Prepayment and other					$	68,572	Accrued liabilities					$	3,450
	Intangibles and other					2,661		Other long-term liabilities					16,362
						$	71,233						$	19,812

	Derivatives in Net Asset Position						Derivatives in Net Liability Position
	Gross Assets		Gross Liabilities Offset in Balance Sheet		Net Assets Recognized in Balance Sheet		Gross Liabilities		Gross Assets Offset in Balance Sheet			Net Liabilities Recognized in Balance Sheet
			(In thousands)
December 31, 2013
Derivatives designated as cash flow hedging instruments:
Commodity price swap contracts	$	—	$	—	$	—	$	63,561	$	(23,679	)	$	39,882
Interest rate swap contracts	1,670		—		1,670		1,814		—			1,814
	$	1,670	$	—	$	1,670	$	65,375	$	(23,679	)	$	41,696
Derivatives not designated as cash flow hedging instruments:
Commodity price swap contracts	$	6,972	$	—	$	6,972	$	19,766	$	(12,611	)	$	7,155
NYMEX futures contracts	—		—		—		3,569		—			3,569
	$	6,972	$	—	$	6,972	$	23,335	$	(12,611	)	$	10,724
Total net balance					$	8,642						$	52,420
Balance sheet classification:	Prepayment and other				$	6,972	Accrued liabilities					$	26,843
	Intangibles and other				1,670		Other long-term liabilities					25,577
					$	8,642						$	52,420

At March 31, 2014, we had a pre-tax net unrealized gain of $42.8 million classified in accumulated other comprehensive income that relates to all accounting hedges having contractual maturities through 2017. Assuming commodity prices and interest rates remain unchanged, an unrealized gain of $54.9 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.

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Segment Information (Schedule Of Segment Reporting Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Sales and other revenues	$ 4,791,053	$ 4,707,789
Depreciation and amortization	80,548	71,762
Income (loss) from operations	270,996	549,195
Capital expenditures	124,281	71,964
Cash, Cash Equivalents, And Total Investments In Marketable Securities	1,790,153		1,665,263
Total assets	10,380,558		10,056,739
Long-term Debt	1,023,057		997,519
Refining [Member]
Segment Reporting Information [Line Items]
Sales and other revenues	4,775,080	4,692,426
Depreciation and amortization	63,541	57,170
Income (loss) from operations	251,209	542,202
Capital expenditures	99,943	63,632
Cash, Cash Equivalents, And Total Investments In Marketable Securities	105		1,860
Total assets	7,381,446		7,094,558
Long-term Debt	0		0
Corporate And Other [Member]
Segment Reporting Information [Line Items]
Sales and other revenues	1,115	563
Depreciation and amortization	2,030	1,050
Income (loss) from operations	(25,555)	(25,972)
Capital expenditures	3,734	3,319
Cash, Cash Equivalents, And Total Investments In Marketable Securities	1,785,169		1,657,051
Total assets	1,898,635		1,881,119
Long-term Debt	189,267		189,889
Consolidations And Eliminations [Member]
Segment Reporting Information [Line Items]
Sales and other revenues	(72,154)	(61,684)
Depreciation and amortization	(207)	(207)
Income (loss) from operations	(523)	(509)
Capital expenditures	0	0
Cash, Cash Equivalents, And Total Investments In Marketable Securities	0		0
Total assets	(310,058)		(332,846)
Long-term Debt	0		0
HEP [Member]
Segment Reporting Information [Line Items]
Sales and other revenues	87,012	76,484
Depreciation and amortization	15,184	13,749
Income (loss) from operations	45,865	33,474
Capital expenditures	20,604	5,013
Cash, Cash Equivalents, And Total Investments In Marketable Securities	4,879		6,352
Total assets	1,410,535		1,413,908
Long-term Debt	$ 833,790		$ 807,630
UNEV Pipeline [Member]
Segment Reporting Information [Line Items]
Percentage of interest owned in pipeline project	75.00%

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Supplemental Guarantor/Non-Guarantor Financial Information Consolidating Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 1,074,635	$ 940,103	$ 1,872,442	$ 1,757,699	$ 1,872,442
Marketable securities	709,468	725,160
Accounts receivable, net	688,338	708,802
Intercompany accounts receivable	0	0
Inventories	1,590,292	1,354,247
Income taxes receivable	12,431	109,376
Prepayments and other	110,345	58,756
Total current assets	4,185,509	3,896,444
Properties, plants and equipment, net	3,442,299	3,394,596
Marketable securities (long-term)	6,050	0
Investment in subsidiaries	0	0
Intangibles and other assets	2,746,700	2,765,699
Total assets	10,380,558	10,056,739
Accounts payable	1,570,973	1,325,376
Intercompany accounts payable	0	0
Accrued liabilities	121,003	125,115
Deferred income tax liabilities	224,534	223,999
Total current liabilities	1,916,510	1,674,490
Long-term debt	1,023,057	997,519
Liability to HEP	0	0
Deferred income tax liabilities	644,333	616,842
Other long-term liabilities	148,157	158,490
Investment in HEP	0	0
Equity – HollyFrontier	6,045,086	5,999,620
Equity – noncontrolling interest	603,415	609,778
Total liabilities and equity	10,380,558	10,056,739
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1,067,578	931,920	1,854,247	1,748,808
Marketable securities	709,468	725,160
Accounts receivable, net	5,855	6,095
Intercompany accounts receivable	0	0
Inventories	0	0
Income taxes receivable	12,431	109,376
Prepayments and other	16,940	21,843
Total current assets	1,812,272	1,794,394
Properties, plants and equipment, net	31,381	30,007
Marketable securities (long-term)	6,050
Investment in subsidiaries	6,071,959	5,722,025
Intangibles and other assets	24,432	23,034
Total assets	7,946,094	7,569,460
Accounts payable	4,479	16,704
Intercompany accounts payable	783,715	463,530
Accrued liabilities	38,164	43,254
Deferred income tax liabilities	224,534	223,999
Total current liabilities	1,050,892	747,487
Long-term debt	179,831	180,054
Liability to HEP	0	0
Deferred income tax liabilities	639,021	611,555
Other long-term liabilities	36,406	35,874
Investment in HEP	0	0
Equity – HollyFrontier	6,039,944	5,994,490
Equity – noncontrolling interest	0	0
Total liabilities and equity	7,946,094	7,569,460
Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	2,055	1,817	0	3,652
Marketable securities	0	0
Accounts receivable, net	676,984	698,109
Intercompany accounts receivable	446,024	149,907
Inventories	1,588,698	1,352,656
Income taxes receivable	0	0
Prepayments and other	95,930	45,413
Total current assets	2,809,691	2,247,902
Properties, plants and equipment, net	2,676,401	2,633,739
Marketable securities (long-term)	0
Investment in subsidiaries	234,594	216,687
Intangibles and other assets	2,360,973	2,380,268
Total assets	8,081,659	7,478,596
Accounts payable	1,584,007	1,323,603
Intercompany accounts payable	0	0
Accrued liabilities	71,934	63,181
Deferred income tax liabilities	0	0
Total current liabilities	1,655,941	1,386,784
Long-term debt	34,436	34,835
Liability to HEP	242,463	245,536
Deferred income tax liabilities	0	0
Other long-term liabilities	76,860	89,416
Investment in HEP	0	0
Equity – HollyFrontier	6,071,959	5,722,025
Equity – noncontrolling interest	0	0
Total liabilities and equity	8,081,659	7,478,596
Non Guarantor Restricted Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	123	14	2	2
Marketable securities	0	0
Accounts receivable, net	4,724	8,075
Intercompany accounts receivable	337,691	313,623
Inventories	0	0
Income taxes receivable	0	0
Prepayments and other	0	0
Total current assets	342,538	321,712
Properties, plants and equipment, net	56	24
Marketable securities (long-term)	0
Investment in subsidiaries	0	0
Intangibles and other assets	25,000	25,000
Total assets	367,594	346,736
Accounts payable	384	383
Intercompany accounts payable	0	0
Accrued liabilities	1,228	795
Deferred income tax liabilities	0	0
Total current liabilities	1,612	1,178
Long-term debt	0	0
Liability to HEP	0	0
Deferred income tax liabilities	0	0
Other long-term liabilities	0	0
Investment in HEP	131,388	128,871
Equity – HollyFrontier	234,594	216,687
Equity – noncontrolling interest	0	0
Total liabilities and equity	367,594	346,736
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Marketable securities	0	0
Accounts receivable, net	0	0
Intercompany accounts receivable	(783,715)	(463,530)
Inventories	0	0
Income taxes receivable	0	0
Prepayments and other	0	0
Total current assets	(783,715)	(463,530)
Properties, plants and equipment, net	0	0
Marketable securities (long-term)	0
Investment in subsidiaries	(6,306,553)	(5,938,712)
Intangibles and other assets	(25,000)	(25,000)
Total assets	(7,115,268)	(6,427,242)
Accounts payable	0	0
Intercompany accounts payable	(783,715)	(463,530)
Accrued liabilities	0	0
Deferred income tax liabilities	0	0
Total current liabilities	(783,715)	(463,530)
Long-term debt	(25,000)	(25,000)
Liability to HEP	0	0
Deferred income tax liabilities	0	0
Other long-term liabilities	0	0
Investment in HEP	0	0
Equity – HollyFrontier	(6,306,553)	(5,938,712)
Equity – noncontrolling interest	0	0
Total liabilities and equity	(7,115,268)	(6,427,242)
Holly Frontier Corp. Before Consolidation Of HEP [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1,069,756	933,751	1,854,249	1,752,462
Marketable securities	709,468	725,160
Accounts receivable, net	687,563	712,279
Intercompany accounts receivable	0	0
Inventories	1,588,698	1,352,656
Income taxes receivable	12,431	109,376
Prepayments and other	112,870	67,256
Total current assets	4,180,786	3,900,478
Properties, plants and equipment, net	2,707,838	2,663,770
Marketable securities (long-term)	6,050
Investment in subsidiaries	0	0
Intangibles and other assets	2,385,405	2,403,302
Total assets	9,280,079	8,967,550
Accounts payable	1,588,870	1,340,690
Intercompany accounts payable	0	0
Accrued liabilities	111,326	107,230
Deferred income tax liabilities	224,534	223,999
Total current liabilities	1,924,730	1,671,919
Long-term debt	189,267	189,889
Liability to HEP	242,463	245,536
Deferred income tax liabilities	639,021	611,555
Other long-term liabilities	113,266	125,290
Investment in HEP	131,388	128,871
Equity – HollyFrontier	6,039,944	5,994,490
Equity – noncontrolling interest	0	0
Total liabilities and equity	9,280,079	8,967,550
Non-Guarantor Non-Restricted Subsidiaries (HEP Segment) [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	4,879	6,352	18,193	5,237
Marketable securities	0	0
Accounts receivable, net	34,425	34,736
Intercompany accounts receivable	0	0
Inventories	1,594	1,591
Income taxes receivable	0	0
Prepayments and other	1,905	2,283
Total current assets	42,803	44,962
Properties, plants and equipment, net	1,005,077	1,004,975
Marketable securities (long-term)	0
Investment in subsidiaries	0	0
Intangibles and other assets	362,655	363,970
Total assets	1,410,535	1,413,907
Accounts payable	15,753	22,898
Intercompany accounts payable	0	0
Accrued liabilities	14,107	28,668
Deferred income tax liabilities	0	0
Total current liabilities	29,860	51,566
Long-term debt	833,790	807,630
Liability to HEP	0	0
Deferred income tax liabilities	5,312	5,287
Other long-term liabilities	37,395	35,918
Investment in HEP	0	0
Equity – HollyFrontier	405,427	416,018
Equity – noncontrolling interest	98,751	97,488
Total liabilities and equity	1,410,535	1,413,907
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Marketable securities	0	0
Accounts receivable, net	(33,650)	(38,213)
Intercompany accounts receivable	0	0
Inventories	0	0
Income taxes receivable	0	0
Prepayments and other	(4,430)	(10,783)
Total current assets	(38,080)	(48,996)
Properties, plants and equipment, net	(270,616)	(274,149)
Marketable securities (long-term)	0
Investment in subsidiaries	0	0
Intangibles and other assets	(1,360)	(1,573)
Total assets	(310,056)	(324,718)
Accounts payable	(33,650)	(38,212)
Intercompany accounts payable	0	0
Accrued liabilities	(4,430)	(10,783)
Deferred income tax liabilities	0	0
Total current liabilities	(38,080)	(48,995)
Long-term debt	0	0
Liability to HEP	(242,463)	(245,536)
Deferred income tax liabilities	0	0
Other long-term liabilities	(2,504)	(2,718)
Investment in HEP	(131,388)	(128,871)
Equity – HollyFrontier	(400,285)	(410,888)
Equity – noncontrolling interest	504,664	512,290
Total liabilities and equity	$ (310,056)	$ (324,718)

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Segment Information (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment Reporting Information [Line Items]
Reportable segments	2
Other Revenue, Net	$ 15.2	$ 12.9
SLC Pipeline [Member] | HEP [Member]
Segment Reporting Information [Line Items]
Equity Method Investment, Ownership Percentage	25.00%
UNEV Pipeline [Member]
Segment Reporting Information [Line Items]
Percentage of interest owned in pipeline project	75.00%

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Information [Abstract]

Schedule Of Segment Reporting Information

	Refining		HEP		Corporate and Other			Consolidations and Eliminations			Consolidated Total
	(In thousands)
Three Months Ended March 31, 2014
Sales and other revenues	$	4,775,080	$	87,012	$	1,115		$	(72,154	)	$	4,791,053
Depreciation and amortization	$	63,541	$	15,184	$	2,030		$	(207	)	$	80,548
Income (loss) from operations	$	251,209	$	45,865	$	(25,555	)	$	(523	)	$	270,996
Capital expenditures	$	99,943	$	20,604	$	3,734		$	—		$	124,281
Three Months Ended March 31, 2013
Sales and other revenues	$	4,692,426	$	76,484	$	563		$	(61,684	)	$	4,707,789
Depreciation and amortization	$	57,170	$	13,749	$	1,050		$	(207	)	$	71,762
Income (loss) from operations	$	542,202	$	33,474	$	(25,972	)	$	(509	)	$	549,195
Capital expenditures	$	63,632	$	5,013	$	3,319		$	—		$	71,964

March 31, 2014
Cash, cash equivalents and total investments in marketable securities	$	105	$	4,879	$	1,785,169	$	—		$	1,790,153
Total assets	$	7,381,446	$	1,410,535	$	1,898,635	$	(310,058	)	$	10,380,558
Long-term debt	$	—	$	833,790	$	189,267	$	—		$	1,023,057
December 31, 2013
Cash, cash equivalents and total investments in marketable securities	$	1,860	$	6,352	$	1,657,051	$	—		$	1,665,263
Total assets	$	7,094,558	$	1,413,908	$	1,881,119	$	(332,846	)	$	10,056,739
Long-term debt	$	—	$	807,630	$	189,889	$	—		$	997,519

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Derivative Instruments And Hedging Activities (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Period	1 year
Gain (loss) on economic hedges	$ 22,000	$ (28,599,000)
Net unrealized gain in accumulated other comprehensive income related to accounting hedges	(42,800,000)
Net unrealized gain to be transferred from accumulated other comprehensive income to statement of income	(54,900,000)
Cost of Products Sold [Member]
Derivative [Line Items]
Gain (loss) on economic hedges	(26,000)	(33,592,000)
Operating Expense [Member]
Derivative [Line Items]
Gain (loss) on economic hedges	48,000	4,993,000
HEP [Member] | Interest Rate Contract [Member]
Derivative [Line Items]
Credit agreement advance	305,000,000
Credit agreement advance maturing in 2016	155,000,000
Fixed interest rate	0.74%
Rate added to fixed base rate	2.00%
Effective interest rate on debt	2.74%
Credit agreement advance maturing in 2017	$ 150,000,000
HEP [Member] | Current Interest Rate Swap [Member]
Derivative [Line Items]
Fixed interest rate	0.99%
Effective interest rate on debt	2.99%

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Segment Information

3 Months Ended

Mar. 31, 2014

Segment Information [Abstract]

Segment Information

Segment Information

Our operations are organized into two reportable segments, Refining and HEP. Our operations that are not included in the Refining and HEP segments are included in Corporate and Other. Intersegment transactions are eliminated in our consolidated financial statements and are included in Consolidations and Eliminations.

The Refining segment represents the operations of the El Dorado, Tulsa, Navajo, Cheyenne and Woods Cross Refineries and NK Asphalt (aggregated as a reportable segment). Refining activities involve the purchase and refining of crude oil and wholesale and branded marketing of refined products, such as gasoline, diesel fuel and jet fuel. These petroleum products are primarily marketed in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. Additionally, the Refining segment includes specialty lubricant products produced at our Tulsa Refineries that are marketed throughout North America and are distributed in Central and South America. NK Asphalt operates various asphalt terminals in Arizona and New Mexico.

The HEP segment includes all of the operations of HEP, a consolidated VIE, which owns and operates logistics assets consisting of petroleum product and crude oil pipelines and terminal, tankage and loading rack facilities in the Mid-Continent, Southwest and Rocky Mountain regions of the United States. The HEP segment also includes a 75% interest in UNEV (a consolidated subsidiary of HEP) and a 25% interest in the SLC 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, 2013.

	Refining		HEP		Corporate and Other			Consolidations and Eliminations			Consolidated Total
	(In thousands)
Three Months Ended March 31, 2014
Sales and other revenues	$	4,775,080	$	87,012	$	1,115		$	(72,154	)	$	4,791,053
Depreciation and amortization	$	63,541	$	15,184	$	2,030		$	(207	)	$	80,548
Income (loss) from operations	$	251,209	$	45,865	$	(25,555	)	$	(523	)	$	270,996
Capital expenditures	$	99,943	$	20,604	$	3,734		$	—		$	124,281
Three Months Ended March 31, 2013
Sales and other revenues	$	4,692,426	$	76,484	$	563		$	(61,684	)	$	4,707,789
Depreciation and amortization	$	57,170	$	13,749	$	1,050		$	(207	)	$	71,762
Income (loss) from operations	$	542,202	$	33,474	$	(25,972	)	$	(509	)	$	549,195
Capital expenditures	$	63,632	$	5,013	$	3,319		$	—		$	71,964

March 31, 2014
Cash, cash equivalents and total investments in marketable securities	$	105	$	4,879	$	1,785,169	$	—		$	1,790,153
Total assets	$	7,381,446	$	1,410,535	$	1,898,635	$	(310,058	)	$	10,380,558
Long-term debt	$	—	$	833,790	$	189,267	$	—		$	1,023,057
December 31, 2013
Cash, cash equivalents and total investments in marketable securities	$	1,860	$	6,352	$	1,657,051	$	—		$	1,665,263
Total assets	$	7,094,558	$	1,413,908	$	1,881,119	$	(332,846	)	$	10,056,739
Long-term debt	$	—	$	807,630	$	189,889	$	—		$	997,519

HEP segment revenues from external customers were $15.2 million and $12.9 million for the three months ended March 31, 2014 and 2013, respectively.

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Share-based Compensation [Abstract]

Summary Of Restricted Stock Activity

A summary of restricted stock and restricted stock unit activity and changes during the three months ended March 31, 2014 is presented below:

Restricted Stock and Restricted Stock Units	Grants		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2014 (non-vested)	737,562		$	39.54
Granted	56,482		47.92
Vesting (transfer/conversion to common stock)	(92,240	)	32.76
Forfeited	(56,567	)	41.86
Outstanding at March 31, 2014 (non-vested)	645,237		$	41.04	$	30,700

Summary Of Performance Share Unit Activity

A summary of performance share unit activity and changes during the three months ended March 31, 2014 is presented below:

Performance Share Units	Grants
Outstanding at January 1, 2014 (non-vested)	983,610
Granted	23,964
Vesting and transfer of ownership to recipients	(181,290	)
Forfeited	(87,564	)
Outstanding at March 31, 2014 (non-vested)	738,720

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Debt (Narrative) (Details) (USD $)	3 Months Ended						3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 8.25% Senior Notes Due 2018 [Member]	Mar. 31, 2014 6.875% Senior Notes Due 2018 [Member]	Dec. 31, 2013 6.875% Senior Notes Due 2018 [Member]	Mar. 31, 2014 Holly Frontier Credit Agreement [Member]	Mar. 31, 2014 Plains [Member] Lease [Member]	Mar. 31, 2014 HEP [Member] 8.25% Senior Notes Due 2018 [Member]	Dec. 31, 2013 HEP [Member] 8.25% Senior Notes Due 2018 [Member]	Mar. 31, 2014 HEP [Member] 6.5% Senior Notes Due 2020 [Member]	Dec. 31, 2013 HEP [Member] 6.5% Senior Notes Due 2020 [Member]	Mar. 31, 2014 HEP [Member] Letter of Credit [Member]	Mar. 31, 2014 HEP [Member] Holly Energy Partners Credit Agreement [Member]	Dec. 31, 2013 HEP [Member] Holly Energy Partners Credit Agreement [Member]	Mar. 31, 2014 HEP [Member] Notes Payable to Banks [Member] 8.25% Senior Notes Due 2018 [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity under revolving credit agreement						$ 1,000,000,000						$ 50,000,000	$ 650,000,000
Letters of Credit Outstanding, Amount						4,500,000
Borrowings outstanding under revolving credit agreement													537,700,000	363,000,000
Stated interest rate, senior notes				6.875%				8.25%		6.50%
Debt Instrument, Repurchased Face Amount			156,200,000
Gains (Losses) on Extinguishment of Debt	(7,677,000)	0						7,700,000
Redemption Premium	(156,188,000)							6,200,000
Amortization of Debt Discount (Premium)								1,500,000
Senior notes				150,000,000	150,000,000			0	150,000,000	300,000,000	300,000,000
Debt Instrument, Face Amount															150,000,000
Proceeds from sale of storage assets							$ 40,000,000
Term of lease, years							15 years

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Earnings Per Share (Schedule Of Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Earnings Per Share [Abstract]
Net income attributable to HollyFrontier stockholders	$ 152,061		$ 333,669
Participating securities' share in earnings	466		1,294
Net income attributable to common shares	$ 151,595		$ 332,375
Average number of shares of common stock outstanding	198,297,000		202,726,000
Effect of dilutive variable restricted shares and performance share units	627,000	[1]	702,000	[1]
Average number of shares of common stock outstanding assuming dilution	198,924,000		203,428,000
Basic earnings per share	$ 0.76		$ 1.64
Diluted earnings per share	$ 0.76		$ 1.63
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14		0

[1] (1) Excludes anti-dilutive restricted and performance share units of: 14 — — —

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Consolidated Statements Of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 163,962	$ 343,371
Other comprehensive income (loss)
Unrealized gain on marketable securities	12	19
Reclassification adjustments to net income on sale or maturity of marketable securities	(1)	(3)
Net unrealized gain on marketable securities	11	16
Change in fair value of cash flow hedging instruments	92,035	(10,346)
Reclassification adjustments to net income on settlement of cash flow hedging instruments	(5,222)	27,704
Amortization of unrealized loss attributable to discontinued cash flow hedges	270	939
Net unrealized gain on hedging instruments	87,083	18,297
Loss on post-retirement healthcare plan	(89)	0
Post-retirement healthcare plan loss reclassified to net income	0	1,726
Net change in post-retirement benefit obligation	(89)	1,726
Other comprehensive income (loss) before income taxes	87,005	20,039
Income tax expense (benefit)	(33,705)	(7,488)
Other comprehensive income (loss)	53,300	12,551
Total comprehensive income	217,262	355,922
Less noncontrolling interest in comprehensive income	11,959	10,494
Comprehensive income attributable to HollyFrontier stockholders	$ 205,303	$ 345,428

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

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

	Three Months Ended March 31,
	2014		2013
	(In thousands, except per share data)
Net income attributable to HollyFrontier stockholders	$	152,061	$	333,669
Participating securities' share in earnings	466		1,294
Net income attributable to common shares	$	151,595	$	332,375
Average number of shares of common stock outstanding	198,297		202,726
Effect of dilutive variable restricted shares andperformance share units (1)	627		702
Average number of shares of common stock outstanding assuming dilution	198,924		203,428
Basic earnings per share	$	0.76	$	1.64
Diluted earnings per share	$	0.76	$	1.63
(1) Excludes anti-dilutive restricted and performance share units of:	14		—

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Other Comprehensive Income (Loss) (Components And Allocated Tax Effects Of Other Comprehensive Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other Comprehensive Income (Loss) [Abstract]
Net unrealized gain on marketable securities	$ 11	$ 16
Other Comprehensive Income (Loss), Available-for-sale Securities, Tax	(3)	8
Net unrealized gain on hedging instruments	87,083	18,297
Net change in post-retirement benefit obligations	(89)	0
Net change in post-retirement benefit obligations	0	1,726
Other comprehensive income (loss)	87,005	20,039
Less other comprehensive income attributable to noncontrolling interest	58	792
Other Comprehensive Income (Loss) attributable to HollyFrontier stockholders	86,947	19,247
Net unrealized gain on marketable securities, tax expense (benefit)	2,043	(10,823)
Net unrealized gain (loss) on hedging instruments, tax expense (benefit)	33,743	6,809
Net change in post-retirement benefit obligations, tax expense (benefit)	(35)	671
Other comprehensive income, tax expense (benefit)	33,705	7,488
Less other comprehensive income attributable to noncontrolling interest, tax expense (benefit)	0	0
Other comprehensive income attributable to HollyFrontier stockholders, tax expense (benefit)	33,705	7,488
Net unrealized gain on marketable securities, after tax	14	8
Net unrealized gain (loss) on hedging instruments, after tax	53,340	11,488
Net Change in Post-retirement Benefit Obligations, After Tax	(54)	1,055
Other comprehensive income, after tax	53,300	12,551
Less other comprehensive income attributable to noncontrolling interest, after tax	58	792
Other comprehensive income (loss) attributable to HollyFrontier stockholders, after tax	$ 53,242	$ 11,759

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Cash and Cash Equivalents and Investments in Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2014

Cash And Cash Equivalents And Investments In Marketable Securities [Abstract]

Available-For-Sale Securities

The following is a summary of our marketable securities:

	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value (Net Carrying Amount)
	(In thousands)
March 31, 2014
Certificates of deposit	$	64,703	$	20	$	—		$	64,723
Commercial paper	72,568		20		—			72,588
Corporate debt securities	136,056		15		(64		)	136,007
State and political subdivisions debt securities	442,167		66		(33		)	442,200
Total marketable securities	$	715,494	$	121	$	(97	)	$	715,518
December 31, 2013
Certificates of deposit	$	74,802	$	21	$	(1	)	$	74,822
Commercial paper	78,216		28		—			78,244
Corporate debt securities	96,889		6		(44		)	96,851
State and political subdivisions debt securities	475,235		49		(41		)	475,243
Total marketable securities	$	725,142	$	104	$	(86	)	$	725,160

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Variable Interest Entities Sabine Biofuels production facility (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Variable Interest Entity [Line Items]
Percentage Of Interest Owned In Development Stage Biodiesel Production Facility	50.00%
Carrying Value of Interest Owned In Development Stage Biodiesel Production Facility	$ 8.2
Advances made to Development Stage Biodiesel Production Facility	$ 7.4

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Contingencies

3 Months Ended

Mar. 31, 2014

Contingencies [Abstract]

Contingencies

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 materially adverse effect on our financial condition, results of operations or cash flows.