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CORRESP

 Securities and Exchange Commission

June 6, 2024

 Page 1

 HF Sinclair Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

 June 6, 2024

Division of Corporation Finance

 Office of Energy &
Transportation

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:
 HF Sinclair Corporation

Form 10-K for Fiscal Year Ended December 31, 2023

Form 8-K filed on February 21, 2024

File No. 001-41325

 Ladies and
Gentlemen:

 Set forth below are the responses of HF Sinclair Corporation (the “Corporation,”
“we,” “us” or “our”), to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) by letter dated May 15, 2024, with respect to the Form 10-K for fiscal year ended December 31, 2023 (the “Form 10-K”) and Form 8-K filed on February 21,
2024.

 For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized
text. All references to page numbers and captions correspond to the Form 10-K unless otherwise specified. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Form 10-K.

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:

A.
 Adjusted EBITDA,

B.
 Refinery Segment Gross Margin and Net Operating Margin per produced barrel sold, and

C.
 Renewable Segment Gross Margin and Net Operating Margin per produced gallon sold.

 Securities and Exchange Commission

June 6, 2024

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 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 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.

RESPONSE:

 The Corporation respectfully
acknowledges the Staff’s comment and advises the Staff that it does not believe the exclusion of lower of cost or market inventory valuation adjustments from its non-GAAP measures of Adjusted EBITDA, Refinery gross margin and Net operating
margin per produced barrel sold and Renewables gross margin and Net operating margin per produced gallon sold represent individually tailored recognition and measurement methods substituted for those of GAAP. The lower of cost or market
inventory valuation adjustments are recognized and measured in accordance with GAAP, and appear on the Corporation’s income statements as a separate line item component of the Corporation’s operating costs and expenses (similar to
depreciation and amortization). See, for example, the Corporation’s Consolidated Statements of Income appearing on page 85 of the Form 10-K.

The Corporation’s lower of cost or market inventory valuation adjustments relate to its refining and renewable inventories, which
are accounted for using the last-in, first-out inventory (“LIFO”) valuation methodology. The lower of cost or market inventory valuation adjustments are unrealized valuation adjustments applied to inventory volumes remaining
in inventory at the end of the period, recorded to reflect the lower of cost or market values based on market conditions and prices at that time. As this inventory is still on the Corporation’s balance sheet at period end, the related non-cash
costs incurred in the period through the lower of cost or market inventory valuation adjustment relate to costs that will be realized through the sale of inventory in future periods, and do not reflect costs related to the sale of products in the
current period. We believe this adjustment is beneficial to our investors by providing them with a comparable view of our performance in the period presented unaffected by the unrealized and non-cash valuation adjustment.

The Corporation has considered Question 100.04 of the Division of Corporation Finance Compliance and Disclosure Interpretations and
respectfully advises the Staff that the lower of cost or market inventory valuation adjustments represent valuation adjustments, measured and recognized in accordance with GAAP, to assets that are on the Corporation’s balance sheet at period
end that will be associated with future sales, whereas the non-GAAP measures reflect the realized cost associated with inventory sold in the current period. The non-GAAP measures are designed to attribute the realized cost to the current period
revenue transactions, and that realized cost is not based on an individually tailored measurement method. Additionally, participants in our industry hold inventory at varying historical levels and layers of pricing under the LIFO valuation
methodology, and this adjustment has historically been standard practice in our industry in order to provide management and others the ability to compare our current period performance to that of other companies in our industry. The adjustment also
benefits our investors by providing results that are in alignment with publicly available “crack spread” information, which is the spread between market prices for refined products and market prices for crude oil. The U.S. Energy
Information Administration provides crack spread data used by investors to evaluate refinery profit margins.

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June 6, 2024

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 Therefore, the Corporation believes that adjusting for items of this nature does not
contradict Rule 100(b) of Regulation G and helps investors better understand the Corporation’s operating performance in the period. The Corporation does not believe these measures are misleading to investors, and notes that similar adjustments
are made by public peer companies throughout our industry.

 Going forward, the Corporation will revise its description of the foregoing
non-GAAP measures to clarify the nature of the inventory valuation adjustments and underlying inventory valuation methodology. Please see our response to Comment 2B below for an example of our proposed future disclosure.

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:

A.
 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.

B.
 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.

 RESPONSE:

 Response to
Comment 2A: In future filings, the Corporation will revise its descriptions of Refinery gross margin, Renewables gross margin and Marketing gross margin to “Adjusted refinery gross margin,” “Adjusted renewables gross
margin” and “Adjusted marketing gross margin,” respectively, to help avoid confusion with the GAAP measure “gross margin.” The Corporation plans to describe Refining segment net operating margin and Renewable segment net
operating margin as “Adjusted refinery gross margin, less operating expenses” and “Adjusted renewables gross margin, less operating expenses,” respectively. Each of these non-GAAP measures may also be presented per produced
barrel or per produced gallon. Please see the below revised descriptions and reconciliations as an example of these changes.

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June 6, 2024

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 Response to Comment 2B: The Corporation respectfully acknowledges the
Staff’s comment. The Corporation considers segment gross margin as the most directly comparable GAAP measure for each of Refinery gross margin and Refining segment net operating margin per produced barrel sold, Renewables gross margin and
Renewables segment net operating margin per produced gallon sold, and Marketing gross margin per gallon sold. The Corporation has considered Item 10(e)(1)(i) of Regulation S-K and plans to revise its presentation of these financial measures
going forward to clarify that the most directly comparable GAAP measure is segment gross margin and present its reconciliations of the newly renamed non-GAAP measures of:

•

 Adjusted refinery gross margin and Adjusted refinery gross margin per produced barrel sold,

•

 Adjusted refinery gross margin, less operating expenses, per produced barrel sold,

•

 Adjusted renewables gross margin and Adjusted renewables gross margin, per produced gallon sold,

•

 Adjusted renewables gross margin, less operating expenses per produced gallon sold, and

•

 Adjusted marketing gross margin and Adjusted marketing gross margin per gallon sold

to reconcile from segment gross margin and to present segment gross margin per produced barrel or gallon sold, beginning with our Form 10-Q for the quarterly
period ending June 30, 2024.

 Illustrations of our revised descriptions and reconciliations of these non-GAAP measures for the year
ended December 31, 2023 are shown below. The revisions are marked with underlines to facilitate the Staff’s review. We have also revised the titles of these non-GAAP measures as described in Comment 2A above.

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

 RefineryAdjusted refinery gross margin and net operating margin are is a
non-GAAP performance measures that are is used by our management and others to compare our refining performance to that of other companies in our industry. We believe these this margin
measures are measure is helpful to investors in evaluating our refining performance on a relative and absolute basis, including against publicly available crack spread data. RefineryAdjusted
refinery gross margin per produced barrel sold is total Refining segment revenues less total Refining segment cost of products sold, exclusive of gross margin plus lower of cost or market inventory valuation
adjustments, depreciation and amortization and operating expenses, divided by sales volumes of produced refined products sold. Net operating margin per barrel sold is the difference between refinery gross margin and refinery operating
expenses per produced barrel sold. These two margins do This margin measure does not include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and amortization. Each of these
component performance measures can be reconciled directly to our consolidated statements of income, which relate to volumes in inventory at the end of the period. Adjusted refinery gross margin is not a calculation provided for
under US GAAP and should not be considered in isolation or as a substitute for Refining segment gross margin. The GAAP measure most directly comparable to Adjusted refinery gross margin is Refining segment gross margin. Other companies in
our industry may not calculate these performance measures in the same manner.

 Securities and Exchange Commission

June 6, 2024

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 Reconciliation of Refining segment gross margin to Adjusted refinery gross margin to Adjusted refinery
gross margin per produced barrel sold and Adjusted refinery gross margin, less operating expenses per produced barrel sold

Three Months Ended March 31,

2024

2023

(In thousands, except per barrel amounts)

 Refining segment

 Sales and other revenues

$
6,204,245

$
6,718,615

 Cost of products sold (exclusive of lower of cost or market inventory adjustment)

5,474,522

5,641,131

 Lower of cost or market inventory adjustment

(220,558
)

— 

 Operating expenses

472,086

501,759

 Depreciation and amortization

117,370

100,083

 Gross margin

$
360,825

$
475,642

 Add (subtract) lower of cost or market inventory adjustment

(220,558
)

— 

 Add operating expenses

472,086

501,759

 Add depreciation and amortization

117,370

100,083

 Adjusted refinery gross margin

$
729,723

$
1,077,484

 Produced barrels sold (BPD)

631,470

515,960

 Gross margin per produced barrel sold

$
6.28

$
10.24

 Adjusted refinery gross margin per produced barrel sold

$
12.70

$
23.20

 Less refinery operating expenses per produced barrel sold

8.22

10.81

 Adjusted refinery gross margin, less operating expenses per produced barrel sold

$
4.48

$
12.39

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

 Renewables Adjusted renewables gross margin and net operating
margin are is a non-GAAP performance measures that are is used by our management and others to compare our renewables performance to that of other companies in our industry. We believe
these this margin measures are measure is helpful to investors in evaluating our renewables performance on a relative and absolute basis. Renewables Adjusted renewables gross
margin per produced gallon sold is the total Renewables segment revenues less the total Renewables segment cost of products sold, exclusive of gross margin plus lower of cost or market inventory valuation
adjustments, depreciation and amortization and operating expenses, divided by sales volumes of produced renewables products sold. The net operating margin per produced gallon sold is the difference between the renewables gross margin
and the renewables operating expenses per produced gallon sold. These two margins do This margin measure does not include the non-cash effects of lower of cost or market inventory valuation adjustments and depreciation and
amortization. Each of these component performance measures can be reconciled directly to our consolidated statements of income, which relate to volumes in inventory at the end of the period. Adjusted renewables gross margin is not a
calculation provided for under US GAAP and should not be considered in isolation or as a substitute for Renewables segment gross margin. The GAAP measure most directly comparable to Adjusted renewables gross margin is Renewables segment gross
margin. Other companies in our industry may not calculate these performance measures in the same manner.

 Securities and Exchange Commission

June 6, 2024

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 Reconciliation of Renewables segment gross margin to Adjusted renewables gross margin to Adjusted
renewables gross margin per produced gallon sol