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v3.25.2

Debt | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Credit Agreements On April 3, 2025, we terminated our $1.65 billion senior unsecured revolving credit facility maturing in April 2026 (the “Terminated HF Sinclair Credit Agreement”) and the $1.2 billion senior secured revolving credit facility maturing in July 2025 of our wholly owned subsidiary HEP (the “Terminated HEP Credit Agreement”), and we entered into a new $2.0 billion senior unsecured revolving credit facility maturing in April 2030 (the “HF Sinclair Credit Agreement”), which also contains an extension feature that allows us to extend the term of the commitment from time to time in increments of up to one year subject to the terms and conditions set forth in the HF Sinclair Credit Agreement. The HF Sinclair Credit Agreement includes an accordion feature that allows us to increase such commitments to an aggregate principal amount of up to $2.75 billion. In addition, HF Sinclair was released from its obligations under the Parent Guaranty Agreement, dated as of December 1, 2023, as guarantor, in favor of Wells Fargo Bank, National Association, in its capacity as administrative agent (the “Guaranty”), and the Guaranty was terminated. We did not pay any prepayment penalties in connection with the termination of the Terminated HF Sinclair Credit Agreement or the Terminated HEP Credit Agreement. We recognized an early extinguishment loss of $1 million, inclusive of unamortized debt issuance costs. Indebtedness under the HF Sinclair Credit Agreement bears interest, at our option, at either (a) the greatest of (i) the prime rate (as publicly announced from time to time by the administrative agent), (ii) a base rate equal to the highest of the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement) plus 0.5%, and (iii) Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for a one-month interest period plus 1%, as applicable, plus an applicable margin (ranging from 0.125% to 1.000%), or (b) at a rate equal to the Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for the applicable interest period plus an applicable margin (ranging from 1.125% to 2.000%). The applicable margin is based on HF Sinclair’s debt rating assigned by Standard & Poor’s Rating Services, Fitch Ratings, Ltd. and Moody’s Investors Service, Inc. At June 30, 2025, we were in compliance with all covenants, had no outstanding borrowings and had no outstanding letters of credit under the HF Sinclair Credit Agreement. Senior Notes Offering, Tender Offer and Redemption On January 23, 2025, HF Sinclair issued an aggregate principal amount of $1.4 billion of senior notes consisting of $650 million aggregate principal amount of 5.750% Senior Notes due 2031 (the “HF Sinclair 5.750% Senior Notes”) and $750 million aggregate principal amount of 6.250% Senior Notes due 2035 (the “HF Sinclair 6.250% Senior Notes,” and together with the “HF Sinclair 5.750% Senior Notes”, the “New HFS Notes”) for net proceeds of approximately $1.38 billion, after deducting the underwriters’ discount and commissions and offering expenses. The New HFS Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness. During the six month period ended June 30, 2025, we used a portion of the funds to complete an early settlement of a cash tender offer for $647 million in aggregate principal amount (the “Tender Offer”) as follows:
|  | Maturity Date |  | Aggregate Principal Amount Accepted |  | Purchase Price Including Premium |  | Interest Paid
|  |  |  | (In millions)
HF Sinclair Senior Notes: |  |  |  |  |  |  |  |
5.875% Senior Notes |  | April 2026 |  | $ | 449 |  |  | $ | 452 |  |  | $ | 9 |
6.375% Senior Notes |  | April 2027 |  | 150 |  |  | 153 |  |  | 3 |
|  |  |  | $ | 599 |  |  | $ | 605 |  |  | $ | 12 |
HollyFrontier Senior Notes: |  |  |  |  |  |  |  |
5.875% Senior Notes |  | April 2026 |  | $ | 48 |  |  | $ | 49 |  |  | $ | 1 |
Total |  |  |  | $ | 647 |  |  | $ | 654 |  |  | $ | 13 |
Additionally, during the six month period ended June 30, 2025, we used net proceeds from the New HFS Notes offering to repay and redeem the following aggregate principal amounts outstanding: •$350 million under the Terminated HEP Credit Agreement due 2025, •$194 million of HF Sinclair’s 5.875% Senior Notes due 2026, and •$155 million of our wholly owned subsidiary, HollyFrontier Corporation’s (“HollyFrontier”) 5.875% Senior Notes due 2026. We recognized an early extinguishment loss of $15 million, inclusive of unamortized discount and debt issuance costs, as a result of the Tender Offer and redemptions. Senior Notes Our unsecured senior notes and unsubordinated obligations (as set forth in the table below under “HF Sinclair Financing Arrangements”) rank equally with all future unsecured and unsubordinated indebtedness. We may, from time to time, seek to retire some or all of our outstanding debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements and other factors. HF Sinclair Financing Arrangements Certain of our wholly owned subsidiaries entered into financing arrangements whereby such subsidiaries sold a portion of their precious metals catalyst to a financial institution in exchange for cash and then financed the use of the precious metals catalyst for a term not to exceed one year. The volume of the precious metals catalyst and the interest rate are fixed over the term of each agreement, and the payments are recorded as Interest expense. Upon maturity of the financing arrangement, we must either satisfy the obligation at fair market value or refinance to extend the maturity, which is considered an embedded derivative as discussed in Note 12. These financing arrangements are recorded at a Level 2 fair value totaling $47 million and $31 million at June 30, 2025 and December 31, 2024, respectively, and are included in Accrued liabilities on our consolidated balance sheets. See Note 5 for additional information on Level 2 inputs. We may, from time to time, issue letters of credit pursuant to uncommitted letters of credit facilities with our lenders. At June 30, 2025, we had letters of credit totaling a nominal amount under such credit facilities. The principal and carrying amounts of Long-term debt are as follows:
|  |  |  | Carrying Amount (1)
|  | Maturity Date |  | June 30, 2025 |  | December 31, 2024
|  |  |  | (In millions)
HF Sinclair Senior Notes: |  |  |  |  |  |
5.875% Senior Notes |  | April 2026 |  | $ | 154 |  |  | $ | 797 |
6.375% Senior Notes |  | April 2027 |  | 250 |  |  | 400 |
5.000% Senior Notes |  | February 2028 |  | 499 |  |  | 499 |
4.500% Senior Notes |  | October 2030 |  | 325 |  |  | 325 |
5.750% Senior Notes |  | January 2031 |  | 650 |  |  | — |
6.250% Senior Notes |  | January 2035 |  | 750 |  |  | — |
|  |  |  | 2,628 |  |  | 2,021 |
HollyFrontier Senior Notes: |  |  |  |
5.875% Senior Notes |  | April 2026 |  | — |  |  | 203 |
4.500% Senior Notes |  | October 2030 |  | 75 |  |  | 75 |
|  |  |  | 75 |  |  | 278 |
HEP Senior Notes: |  |  |  |  |  |
6.375% Senior Notes |  | April 2027 |  | — |  |  | — |
5.000% Senior Notes |  | February 2028 |  | 1 |  |  | 1 |
|  |  |  | 1 |  |  | 1 |
Total Senior Notes |  |  |  | 2,704 |  |  | 2,300 |
Terminated HEP Credit Agreement |  | July 2025 |  | — |  |  | 350 |
Terminated HF Sinclair Credit Agreement |  | April 2026 |  | — |  |  | — |
HF Sinclair Credit Agreement |  | April 2030 |  | — |  |  | — |
Total Credit Agreements |  |  |  | — |  |  | 350 |
Total debt at face value |  |  |  | 2,704 |  |  | 2,650 |
Unamortized discount and debt issuance costs |  |  |  | (27) |  |  | (12) |
Total debt |  |  |  | 2,677 |  |  | 2,638 |
Current debt |  |  |  | — |  |  | (350) |
Long-term debt |  |  |  | $ | 2,677 |  |  | $ | 2,288 |
(1)As of June 30, 2025 and December 31, 2024, the carrying amounts of our Senior Notes equaled the principal amounts. The fair values of the senior notes are as follows:
|  | June 30, 2025 |  | December 31, 2024
|  | (In millions)
HF Sinclair, HollyFrontier and HEP Senior Notes |  | $ | 2,725 |  |  | $ | 2,284 |
These fair values are based on a Level 2 input. See Note 5 for additional information on Level 2 inputs. We capitalized interest attributable to construction projects of $1 million for each of the three months ended June 30, 2025 and 2024, and $2 million for each of the six months ended June 30, 2025 and 2024.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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