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May 15, 2024
Atanas H. Atanasov
Chief Financial Officer
HF Sinclair Corp
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Re:HF Sinclair Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K filed on February 21, 2024
File No. 001-41325
Dear Atanas H. Atanasov:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year ended December 31, 2023
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles, page 76
1.We note your reconciliation of the following non-GAAP presentations exclude the effects
of "lower of cost or market inventory valuation adjustments" in the Form 10-K and in the
Press Release filed under Form 8-K:

•Adjusted EBITDA,
•Refinery Segment Gross Margin and Net Operating Margin per produced barrel sold,
and
•Renewable Segment Gross Margin and Net Operating Margin per produced gallon
sold.

It appears these inventory-related adjustments substitute individually tailored recognition
and measurement methods for those of GAAP. While it may be appropriate to highlight
these items in your discussion of operating results, it is unclear whether these
adjustments that have the effect of changing the recognition and measurement principles
required to be applied in accordance with GAAP are appropriate reconciling items

 FirstName LastNameAtanas H.  Atanasov
 Comapany NameHF Sinclair Corp
 May 15, 2024 Page 2
 FirstName LastNameAtanas H.  Atanasov
HF Sinclair Corp
May 15, 2024
Page 2
for non-GAAP performance measures. Please revise or explain to us the basis
for excluding lower of cost or market inventory valuation adjustments in your presentation
of these non-GAAP measures. Refer to Question 100.04 of the Non-GAAP Measures
Compliance and Disclosure Interpretations. We note similar issues in your Form 10-Q for
the quarterly period ended March 31, 2024.

2.We note you present here non-GAAP measures Refinery segment gross margin and Net
operating margin per produced barrel sold, Renewable segment gross margin and Net
operating margin per produced barrel sold and Marketing segment gross margin per gallon
sold. Please revise to address the following:

•We note the titles of the above noted non-GAAP measures are the same as, or
confusingly similar to, titles or descriptions used for GAAP financial measures.
Please revise the titles or descriptions of non-GAAP measures here and throughout
the filing to reflect their adjusted nature such as “Adjusted gross margin” or similar
titles. Please refer to Item 10(e)(ii)(E) of Regulation S-K.

•You present Refinery gross margin, Renewables gross margin, Marketing gross
margin, Refinery net operating margin per produced barrel sold and Renewables net
operating margin per produced barrel sold, without also presenting the most directly
comparable GAAP measure. Please expand to include a presentation of the most
directly comparable US GAAP measure and reconcile to non-GAAP measures
presented as required by Item 10(e)(1)(i) of Regulation S-K and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

We also note similar issues in your Form 10-Q for the quarterly period ended March 31,
2024.

Form 8-K filed on February 21, 2024
Exhibit 99.1
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles, page 14
3.Considering the comments 1 and 2 above, please revise the applicable non-GAAP
measures and related disclosures as appropriate. We also note the similar issues in your
Form 8-K filed on May 8, 2024.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameAtanas H.  Atanasov
 Comapany NameHF Sinclair Corp
 May 15, 2024 Page 3
 FirstName LastName
Atanas H.  Atanasov
HF Sinclair Corp
May 15, 2024
Page 3
            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation