Abstract Refineries are processing bottoms and heavy oils to lighter products using either thermal cracking base technologies such as visbreaking, delayed and fluid coking, or solid catalyst base low to moderate hydroconversion technologies using fixed bed and ebullated bed reactors. Unconverted resid from ebullated bed reactor has also been fed to delayed coker to increase the distillates yield. These processes perform well for what they are designed to do. With the new fuel specifications of 10–50 parts per million sulfur restriction in transportation fuels, distillates produced from low conversion fixed bed and ebullated bed hydroprocessing will not meet the required ultra low sulfur content without further hydrotreating. For distillates produced from delayed and fluid coking, even more severe secondary processing is needed to reduce the aromatic and sulfur contents in order to meet the new fuel regulations. In light of the current high crude price, general decline in crude quality, and regulations mandated high quality, ultra low sulfur specifications for the transportation fuels, significant advantages exist for flexible technology that can overcome limitations of current bottoms of the barrel upgrading processes. The Alberta Government formed the Alberta Oil Sands Technology Research Authority (AOSTRA) in the 1970's to fund research and development of technologies to improve the economics of producing synthetic crude oil from its vast reserves of heavy oils and oil sands. These research programs provided new insight on the molecular structure of heavy oil, the chemistry of the various non-volatile fractions, especially on their tendency to form carbonaceous solids (coke) during upgrading. In the mid-1990's researchers at the Alberta Research Council (ARC) and AOSTRA developed a new upgrading technology called (HC)3TM, a hydro-conversion process that is designed to efficiently convert bottoms and residua rich in metals and asphaltenes to lighter products. In 2001, Headwaters Heavy Oil, Inc. (HHO), obtained a worldwide exclusive license from the Alberta Science and Research Authority (ASRA) to commercialize and market the (HC)3TM hydrocracking technology. The This paper describes the (HC)3TM technology, its applications to improve operations at existing supported catalyst hydroprocessing facilities and as a stand alone hydrocracker.