HF Sinclair Corp 10-K

Item 8. Financial Statements and Supplementary Data MANAGEMENT'S REPORT ON ITS ASSESSMENT OF THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING Management of HF Sinclair Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management assessed the Company's internal control over financial reporting as of December 31, 2022 using the criteria for effective control over financial reporting established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management concludes that, as of December 31, 2022, the Company maintained effective internal control over financial reporting. Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the Acquired Sinclair Businesses, that were acquired on March 14, 2022, as we are in the process of integrating operations of the Acquired Sinclair Businesses, including internal controls over financial reporting. The Acquired Sinclair Businesses represented approximately 17% of the Company's consolidated total assets and 26% of consolidated total revenues of the Company as of and for the year ended December 31, 2022. The Company's independent registered public accounting firm has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. That report is included herein. 76 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of HF Sinclair Corporation Opinion on Internal Control over Financial Reporting We have audited HF Sinclair Corporation’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, HF Sinclair Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. As indicated in the accompanying Management’s Report on its Assessment of the Company’s Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the Acquired Sinclair Businesses, which is included in the 2022 consolidated financial statements of the Company and constituted approximately 17% of total assets as of December 31, 2022 and approximately 26% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the Acquired Sinclair Businesses. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, 2022, and the related notes of the Company and our report dated February 28, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on its Assessment of the Company’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Dallas, Texas February 28, 2023 77 Index to Consolidated Financial Statements Page Reference Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 79 Consolidated Balance Sheets at December 31, 2022 and 2021 81 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 82 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 83 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 84 Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 85 Notes to Consolidated Financial Statements 82 78 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of HF Sinclair Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of HF Sinclair Corporation (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows, and equity for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 79 Valuation of Personal Property Assets in the Sinclair Acquisition Description of the Matter During 2022, the Company completed its acquisition of the Acquired Sinclair Businesses for aggregate purchase consideration of $2,749.5 million, as disclosed in Note 2 to the consolidated financial statements. The transaction was accounted for as a business combination. Of the total assets acquired and liabilities assumed, the Company acquired $1,242.5 million of properties, plant, and equipment which was made up of real property and personal property. Auditing management's accounting for the acquisition of the Acquired Sinclair Businesses was complex and highly judgmental due to the significant estimation required to determine the fair value of certain personal property. In particular, the fair value estimates for the Acquired Sinclair Businesses’ personal property were sensitive to significant assumptions including replacement cost as adjusted for physical deterioration. These assumptions have a significant effect on the fair value estimates. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the valuation of the personal property assets related to the acquisition. For example, we tested controls over management’s review of the valuation models and the underlying assumptions used to develop estimated values of these assets. To test the estimated fair value of the personal property, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the significant assumptions used by the Company and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We involved valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates. Specifically, our valuation specialists assisted by evaluating the valuation methodologies used, comparing key assumptions to current industry and market data, and developing an expected range of values based on significant inputs and assumptions to assess reasonableness of the Company’s estimates. /s/ Ernst & Young LLP We have served as the Company's auditor since 1977. Dallas, Texas February 28, 2023 80 HF SINCLAIR CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents (HEP: $ 10,917 and $ 14,381 , respectively) $ 1,665,066 $ 234,444 Accounts receivable: Product and transportation (HEP: $ 16,344 and $ 12,745 , respectively) 1,626,199 1,130,485 Crude oil resales 76,950 111,403 1,703,149 1,241,888 Inventories: Crude oil and refined products 2,853,425 1,879,131 Materials, supplies and other (HEP: $ 1,246 and $ 1,070 , respectively) 361,103 242,997 3,214,528 2,122,128 Income taxes receivable 53,563 97,382 Prepayments and other (HEP: $ 5,699 and $ 5,381 , respectively) 112,013 66,612 Total current assets 6,748,319 3,762,454 Properties, plants and equipment, at cost (HEP: $ 2,173,248 and $ 2,037,527 , respectively) 10,146,652 8,448,207 Less accumulated depreciation (HEP: $( 761,210 ) and $( 682,143 )), respectively) ( 3,457,747 ) ( 3,033,353 ) 6,688,905 5,414,854 Operating lease right-of-use assets (HEP: $ 66,382 and $ 69,134 , respectively) 351,068 396,191 Other assets: Turnaround costs 376,158 397,385 Goodwill (HEP: $ 431,985 and $ 312,873 , respectively) 2,978,315 2,293,044 Intangibles and other (HEP: $ 360,768 and $ 214,436 , respectively) 982,718 652,685 4,337,191 3,343,114 Total assets $ 18,125,483 $ 12,916,613 LIABILITIES AND EQUITY Current liabilities: Accounts payable (HEP: $ 27,199 and $ 28,954 , respectively) $ 2,334,107 $ 1,613,484 Income taxes payable 7,818 25,156 Operating lease liabilities (HEP $ 4,204 and $ 3,710 , respectively) 109,926 110,606 Current debt 306,959 — Accrued liabilities (HEP: $ 39,110 and $ 18,479 , respectively) 486,719 316,218 Total current liabilities 3,245,529 2,065,464 Long-term debt (HEP: $ 1,556,334 and $ 1,333,049 , respectively) 2,948,513 3,072,737 Noncurrent operating lease liabilities (HEP $ 62,550 and $ 65,799 , respectively) 254,215 308,747 Deferred income taxes (HEP: $ 374 and $ 396 , respectively) 1,262,165 837,401 Other long-term liabilities (HEP: $ 55,373 and $ 43,033 , respectively) 397,489 337,799 Commitments and contingencies (Note 19) Equity: HF Sinclair stockholders’ equity: Preferred stock, $ 1.00 par value – 5,000,000 shares authorized; none issued — — Common stock $ 0.01 par value – 320,000,000 shares authorized; 223,231,546 and 256,046,051 shares issued as of December 31, 2022 and December 31, 2021, respectively 2,232 2,560 Additional capital 6,468,775 4,220,075 Retained earnings 4,130,252 4,413,836 Accumulated other comprehensive income (loss) ( 22,013 ) 2,671 Common stock held in treasury, at cost - 26,152,344 and 93,044,605 shares as of December 31, 2022 and December 31, 2021, respectively ( 1,335,431 ) ( 2,951,257 ) Total HF Sinclair stockholders’ equity 9,243,815 5,687,885 Noncontrolling interest 773,757 606,580 Total equity 10,017,572 6,294,465 Total liabilities and equity $ 18,125,483 $ 12,916,613 Parenthetical amounts represent asset and liability balances attributable to Holly Energy Partners, L.P. (“HEP”) as of December 31, 2022 and 2021. HEP is a variable interest entity. See accompanying notes. 81 HF SINCLAIR CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Years Ended December 31, 2022 2021 2020 Sales and other revenues $ 38,204,839 $ 18,389,142 $ 11,183,643 Operating costs and expenses: Cost of products sold (exclusive of depreciation and amortization): Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment) 30,680,013 15,567,052 9,158,805 Lower of cost or market inventory valuation adjustment 52,412 ( 310,123 ) 78,499 30,732,425 15,256,929 9,237,304 Operating expenses (exclusive of depreciation and amortization) 2,334,893 1,517,478 1,300,277 Selling, general and administrative expenses (exclusive of depreciation and amortization) 426,485 362,010 313,600 Depreciation and amortization 656,787 503,539 520,912 Goodwill and long-lived asset impairments — — 545,293 Total operating costs and expenses 34,150,590 17,639,956 11,917,386 Income (loss) from operations 4,054,249 749,186 ( 733,743 ) Other income (expense): Earnings (loss) of equity method investments ( 260 ) 12,432 6,647 Interest income 30,179 4,019 7,633 Interest expense ( 175,628 ) ( 125,175 ) ( 126,527 ) Gain on business interruption insurance settlement 15,202 — 81,000 Gain on tariff settlement — 51,500 — Gain on sales-type leases — — 33,834 Gain (loss) on early extinguishment of debt 604 — ( 25,915 ) Gain (loss) on foreign currency transactions ( 1,637 ) ( 2,938 ) 2,201 Gain on sale of assets and other 13,337 98,128 7,824 ( 118,203 ) 37,966 ( 13,303 ) Income (loss) before income taxes 3,936,046 787,152 ( 747,046 ) Income tax expense (benefit): Current 841,704 ( 4,672 ) ( 55,420 ) Deferred 53,168 128,570 ( 176,727 ) 894,872 123,898 ( 232,147 ) Net income (loss) 3,041,174 663,254 ( 514,899 ) Less net income attributable to noncontrolling interest 118,506 104,930 86,549 Net income (loss) attributable to HF Sinclair stockholders $ 2,922,668 $ 558,324 $ ( 601,448 ) Earnings (loss) per share: Basic $ 14.28 $ 3.39 $ ( 3.72 ) Diluted $ 14.28 $ 3.39 $ ( 3.72 ) Average number of common shares outstanding: Basic 202,566 162,569 161,983 Diluted 202,566 162,569 161,983 See accompanying notes. 82 HF SINCLAIR CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Years Ended December 31, 2022 2021 2020 Net income (loss) $ 3,041,174 $ 663,254 $ ( 514,899 ) Other comprehensive income (loss): Foreign currency translation adjustment ( 32,383 ) ( 13,336 ) 6,226 Hedging instruments: Change in fair value of cash flow hedging instruments ( 4,962 ) ( 17,548 ) ( 7,475 ) Reclassification adjustments to net income (loss) on settlement of cash flow hedging instruments 5,288 17,579 2,604 Net unrealized gain (loss) on hedging instruments 326 31 ( 4,871 ) Pension and other post-retirement benefit obligations: Actuarial gain (loss) on pension plans ( 3,836 ) 2,104 1,862 Pension plans gain reclassified to net income (loss) ( 208 ) ( 407 ) ( 422 ) Actuarial gain (loss) on post-retirement healthcare plans 7,885 1,133 ( 1,129 ) Post-retirement healthcare plans gain reclassified to net income (loss) ( 3,440 ) ( 3,328 ) ( 3,564 ) Actuarial gain (loss) on retirement restoration plan 349 2 ( 230 ) Retirement restoration plan loss reclassified to net income (loss) 39 39 22 Net change in pension and other post-retirement benefit obligations 789 ( 457 ) ( 3,461 ) Other comprehensive loss before income taxes ( 31,268 ) ( 13,762 ) ( 2,106 ) Income tax benefit ( 6,584 ) ( 2,971 ) ( 794 ) Other comprehensive loss ( 24,684 ) ( 10,791 ) ( 1,312 ) Total comprehensive income (loss) 3,016,490 652,463 ( 516,211 ) Less noncontrolling interest in comprehensive income 118,506 104,930 86,549 Comprehensive income (loss) attributable to HF Sinclair stockholders $ 2,897,984 $ 547,533 $ ( 602,760 ) See accompanying notes. 83 HF SINCLAIR CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ 3,041,174 $ 663,254 $ ( 514,899 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 656,787 503,539 520,912 Goodwill and long-lived asset impairments — — 545,293 Lower of cost or market inventory valuation adjustment 52,412 ( 310,123 ) 78,499 Earnings of equity method investments, inclusive of distributions 19,769 — 1,084 (Gain) loss on early extinguishment of debt ( 604 ) — 25,915 Gain on sales-type leases — — ( 33,834 ) Gain on sale of assets ( 2,118 ) ( 89,765 ) ( 201 ) Deferred income taxes 53,168 128,570 ( 176,727 ) Equity-based compensation expense 30,318 39,273 31,654 Change in fair value – derivative instruments 9,989 ( 34,096 ) 26,456 (Increase) decrease in current assets: Accounts receivable ( 4,282 ) ( 614,407 ) 254,684 Inventories ( 224,421 ) ( 344,559 ) 230,142 Income taxes receivable 42,641 ( 6,415 ) ( 85,442 ) Prepayments and other ( 40,810 ) ( 18,672 ) ( 2,541 ) Increase (decrease) in current liabilities: Accounts payable 194,424 612,410 ( 241,765 ) Income taxes payable ( 17,169 ) 23,158 ( 25,897 ) Accrued liabilities 78,349 83,602 ( 85,708 ) Turnaround expenditures ( 144,759 ) ( 214,431 ) ( 94,692 ) Other, net 32,291 ( 14,656 ) 4,998 Net cash provided by operating activities 3,777,159 406,682 457,931 Cash flows from investing activities: Additions to properties, plants and equipment ( 485,043 ) ( 725,073 ) ( 270,877 ) Additions to properties, plants and equipment – HEP ( 38,964 ) ( 88,336 ) ( 59,283 ) Acquisitions, net of cash acquired ( 251,448 ) ( 624,332 ) — Investment in equity company - HEP — — ( 2,438 ) Proceeds from sale of assets 3,344 106,357 1,554 HEP investment in Osage Pipe Line Company LLC ( 13,000 ) — — Distributions in excess of equity in earnings of equity investments 10,623 4,165 882 Net cash used for investing activities ( 774,488 ) ( 1,327,219 ) ( 330,162 ) Cash flows from financing activities: Borrowings under credit agreements 510,000 555,500 258,500 Repayments under credit agreements ( 682,000 ) ( 629,000 ) ( 310,500 ) Proceeds from issuance of senior notes — — 748,925 Proceeds from issuance of senior notes – HEP 400,000 — 500,000 Redemption of senior notes ( 41,420 ) — — Redemption of senior notes - HEP — — ( 522,500 ) Purchase of treasury stock ( 1,371,700 ) ( 7,058 ) ( 7,642 ) Dividends ( 255,928 ) ( 57,663 ) ( 229,493 ) Distributions to noncontrolling interest ( 96,192 ) ( 75,395 ) ( 89,001 ) Contribution from noncontrolling interests — 23,194 23,899 Payments on finance leases ( 11,713 ) ( 3,990 ) ( 2,995 ) Deferred financing costs ( 9,273 ) ( 14,500 ) ( 15,538 ) Other, net ( 2,533 ) ( 2,891 ) ( 429 ) Net cash provided by (used for) financing activities ( 1,560,759 ) ( 211,803 ) 353,226 Effect of exchange rate on cash flow ( 11,290 ) ( 1,534 ) 2,161 Cash and cash equivalents: Increase (decrease) for the period 1,430,622 ( 1,133,874 ) 483,156 Beginning of period 234,444 1,368,318 885,162 End of period $ 1,665,066 $ 234,444 $ 1,368,318 Supplemental disclosure of cash flow information: Cash (paid) received during the period for: Interest $ ( 160,409 ) $ ( 136,429 ) $ ( 120,257 ) Income taxes, net $ ( 816,379 ) $ 19,760 $ ( 54,256 ) Increase (decrease) in accrued and unpaid capital expenditures $ ( 31,714 ) $ ( 15,319 ) $ 73,867 See accompanying notes. 84 HF SINCLAIR CORPORATION CONSOLIDATED STATEMENTS OF EQUITY (In thousands) HF Sinclair Stockholders' Equity Common Stock Treasury Stock Shares Amount Additional Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Shares Amount Non-controlling Interest Total Equity Balance at December 31, 2019 256,043 $ 2,560 $ 4,204,547 $ 4,744,120 $ 14,774 94,196 $ ( 2,987,808 ) $ 531,233 $ 6,509,426 Net income (loss) — — — ( 601,448 ) — — — 86,549 ( 514,899 ) Dividends ($ 1.40 declared per common share) — — — ( 229,493 ) — — — — ( 229,493 ) Distributions to noncontrolling interest holders — — — — — — — ( 89,001 ) ( 89,001 ) Other comprehensive loss, net of tax — — — — ( 1,312 ) — — — ( 1,312 ) Issuance of common shares under incentive compensation plans 3 — ( 26,938 ) — — ( 847 ) 26,938 — — Equity-based compensation — — 29,460 — — — — 2,194 31,654 Purchase of treasury stock — — — — — 283 ( 7,642 ) — ( 7,642 ) Purchase of HEP units for restricted grants — — — — — — — ( 1,032 ) ( 1,032 ) Contributions from noncontrolling interests — — — — — — — 23,899 23,899 Other — — 603 — — — — — 603 Balance at December 31, 2020 256,046 $ 2,560 $ 4,207,672 $ 3,913,179 $ 13,462 93,632 $ ( 2,968,512 ) $ 553,842 $ 5,722,203 Net income — — — 558,324 — — — 104,930 663,254 Dividends ($ 0.35 declared per common share) — — — ( 57,663 ) — — — — ( 57,663 ) Distributions to noncontrolling interest holders — — — — — — — ( 75,395 ) ( 75,395 ) Other comprehensive loss, net of tax — — — — ( 10,791 ) — — — ( 10,791 ) Issuance of common shares under incentive compensation plans — — ( 24,313 ) — — ( 804 ) 24,313 — — Equity-based compensation — — 36,716 — — — — 2,557 39,273 Purchase of treasury stock — — — — — 217 ( 7,058 ) — ( 7,058 ) Purchase of HEP units for restricted grants — — — — — — — ( 2,548 ) ( 2,548 ) Contributions from noncontrolling interests — — — — — — — 23,194 23,194 Other — — — ( 4 ) — — — — ( 4 ) Balance at December 31, 2021 256,046 $ 2,560 $ 4,220,075 $ 4,413,836 $ 2,671 93,045 $ ( 2,951,257 ) $ 606,580 $ 6,294,465 Net income — — — 2,922,668 — — — 118,506 3,041,174 Dividends ($ 1.20 declared per common share) — — — ( 255,928 ) — — — — ( 255,928 ) Other comprehensive loss, net of tax — — — — ( 24,684 ) — — — ( 24,684 ) Issuance of common shares for HFC Transactions 60,230 602 2,148,406 — — — — — 2,149,008 Issuance of common shares under incentive compensation plans — — ( 42,962 ) — — ( 849 ) 42,962 — — Equity-based compensation — — 28,474 — — — — 1,844 30,318 Purchase of treasury stock — — — — — 27,001 ( 1,378,390 ) — ( 1,378,390 ) Retirement of treasury stock ( 93,045 ) ( 930 ) — ( 2,950,324 ) — ( 93,045 ) 2,951,254 — — Distributions to noncontrolling interest holders — — — — — — — ( 96,192 ) ( 96,192 ) Purchase of HEP units for restricted grants — — — — — — — ( 2,363 ) ( 2,363 ) Equity attributable to HEP common unit issuance, net of tax — — 95,047 — — — — 223,392 318,439 Acquisition of remaining UNEV interests — — 19,735 — — — — ( 78,010 ) ( 58,275 ) Balance at December 31, 2022 223,231 $ 2,232 $ 6,468,775 $ 4,130,252 $ ( 22,013 ) 26,152 $ ( 1,335,431 ) $ 773,757 $ 10,017,572 See accompanying notes. 85 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: Description of Business and Summary of Significant Accounting Policies Description of Business: On March 14, 2022 (the “Closing Date”), HollyFrontier Corporation (“HollyFrontier”) and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”), as the new parent holding company of HollyFrontier and HEP and their subsidiaries, and the completion of their respective acquisitions of Sinclair Oil Corporation (now known as Sinclair Oil LLC, “Sinclair Oil”) and Sinclair Transportation Company LLC (“STC”) from The Sinclair Companies (now known as REH Company and referred to herein as “REH Company”). On the Closing Date, pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the “Business Combination Agreement”), by and among HollyFrontier, HF Sinclair, Hippo Merger Sub, Inc., a wholly owned subsidiary of HF Sinclair (“Parent Merger Sub”), REH Company, and Hippo Holding LLC (now known as Sinclair Holding LLC), a wholly owned subsidiary of REH Company (the “Target Company”), HF Sinclair completed its previously announced acquisition of the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent Merger Sub, with HollyFrontier surviving such merger as a direct wholly owned subsidiary of HF Sinclair (the “HFC Merger”) and (b) immediately following the HFC Merger, a contribution whereby REH Company contributed all of the equity interests of the Target Company to HF Sinclair in exchange for 60,230,036 shares of HF Sinclair common stock, resulting in the Target Company becoming a direct wholly owned subsidiary of HF Sinclair (the “HFC Transactions”). At the effective time of the HFC Merger, HollyFrontier became a wholly owned subsidiary of HF Sinclair, and all of HollyFrontier’s outstanding shares were automatically converted into equivalent corresponding shares of HF Sinclair. Pursuant to the HFC Merger, HF Sinclair became the successor issuer to HollyFrontier pursuant to Rule 12g-3(a) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and replaced HollyFrontier as the public company trading on the New York Stock Exchange (“NYSE”) under the symbol “DINO.” See Note 2 and Note 4 for additional information. References herein to HF Sinclair “we,” “our,” “ours,” and “us” with respect to time periods prior to March 14, 2022 refer to HollyFrontier and its consolidated subsidiaries and do not include the Target Company, STC or their respective consolidated subsidiaries (collectively, the “Acquired Sinclair Businesses”). References herein to HF Sinclair “we,” “our,” “ours,” and “us” with respect to time periods from and after March 14, 2022 include the operations of the Acquired Sinclair Businesses. Unless otherwise specified, the financial statements included herein include financial information for HF Sinclair, which for the time period from March 14, 2022 to December 31, 2022 includes the combined business operations of HollyFrontier and the Acquired Sinclair Businesses. In these financial statements, the words “we,” “our,” “ours” and “us” refer only to HF Sinclair and its consolidated subsidiaries or to HF Sinclair or an individual subsidiary and not to any other person, with certain exceptions. Generally, the words “we,” “our,” “ours” and “us” include HEP and its subsidiaries as consolidated subsidiaries of HF Sinclair, unless when used in disclosures of transactions or obligations between HEP and HF Sinclair 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 HF Sinclair. When used in descriptions of agreements and transactions, “HEP” refers to HEP and its consolidated subsidiaries. We are an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. We own and operate refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah and market our refined products principally in the Southwest United States, the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. We supply high-quality fuels to more than 1,500 branded stations and license the use of the Sinclair brand at more than 300 additional locations throughout the country. In addition, our subsidiaries produce and market base oils and other specialized lubricants in the United States, Canada and the Netherlands, and export products to more than 80 countries. Through our subsidiaries, we produce renewable diesel at two of our facilities in Wyoming and our facility in New Mexico. At December 31, 2022, we owned a 47 % limited partner interest and a non-economic general partner interest in HEP, a variable interest entity (“VIE”). HEP owns and operates logistic assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. 86 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued On May 4, 2021, HollyFrontier Puget Sound Refining LLC (now known as HF Sinclair Puget Sound Refining LLC), a wholly owned subsidiary of HollyFrontier, entered into a sale and purchase agreement with Equilon Enterprises LLC d/b/a Shell Oil Products US (“Shell”) to acquire Shell’s Puget Sound refinery and related assets, including the on-site cogeneration facility and related logistics assets (the “Puget Sound Refinery”). The acquisition closed on November 1, 2021. See Note 2 for additional information. On April 27, 2021, our wholly owned subsidiary, 7037619 Canada Inc., entered into a contract for sale of real property in Mississauga, Ontario for base consideration of $ 98.8 million, or CAD 125 million. The transaction closed on September 15, 2021, and we recorded a gain on sale of assets totaling $ 86.0 million for the year ended December 31, 2021, which was recognized in “Gain on sale of assets and other” on our consolidated statements of operations. During the first quarter of 2021, we initiated a restructuring within our Lubricants and Specialty Products segment. As a result of this restructuring, we recorded $ 7.8 million in employee severance costs for the year ended December 31, 2021, which were recognized primarily as selling, general and administrative expenses in our Lubricants and Specialty Products segment. In the third quarter of 2020, we permanently ceased petroleum refining operations at our Cheyenne, Wyoming refinery (the “Cheyenne Refinery”) and subsequently began converting certain assets at our Cheyenne Refinery to renewable diesel production. In connection with the cessation of petroleum refining operations at our Cheyenne Refinery, we recognized $ 1.7 million and $ 25.8 million in decommissioning expense for the years ended December 31, 2022 and 2021, respectively. We also recognized $ 1.0 million in employee severance costs for the year ended December 31, 2021. These charges were all recognized in operating expenses in our Corporate and Other segment. During the second quarter of 2020, we recorded long-lived asset impairment charges o f $ 232.2 million related to our Cheyenne Refinery asset group. Also, we recognized $ 24.7 million in decommissioning expense and $ 3.8 million in employee severance costs for the year ended December 31, 2020. Additionally, we recorded a reserve of $ 9.0 million against our repair and maintenance supplies inventory. These decommissioning, inventory reserve and severance costs were recognized in operating expenses, of which $ 24.8 million was recorded in our Refining segment and $ 12.7 million was recorded in our Corporate and Other segment. During the second quarter of 2020, we also initiated and completed a corporate restructuring. As a result of this restructuring, we recorded $ 3.7 million in employee severance costs, which were recognized primarily as operating expenses in our Refining segment and selling, general and administrative expenses in our Corporate and Other segment. Principles of Consolidation: Our consolidated financial statements include our accounts and the accounts of partnerships and joint ventures that we control through an ownership interest greater than 50% or through a controlling financial interest with respect to variable interest entities. All significant intercompany transactions and balances have been eliminated. Variable Interest Entities: HEP is a VIE as defined under U.S. generally accepted accounting principles (“GAAP”). A VIE is a legal entity whose equity owners do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the equity holders lack the power, through voting rights, to direct the activities that most significantly impact the entity's financial performance, the obligation to absorb the entity's expected losses or rights to expected residual returns. As the general partner of HEP, we have the sole ability to direct the activities of HEP that most significantly impact HEP's financial performance, and therefore as HEP's primary beneficiary, we consolidate HEP. In 2019, HEP Cushing LLC (“HEP Cushing”), a wholly-owned subsidiary of HEP, and Plains Marketing, L.P., a wholly-owned subsidiary of Plains All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC. Cushing Connect Pipeline & Terminal LLC and its two subsidiaries, Cushing Connect Pipeline and Cushing Connect Terminal, are each VIE’s because they do not have sufficient equity at risk to finance their activities without additional financial support. HEP is the primary beneficiary of two of these entities as HEP constructed and operates the Cushing Connect Pipeline, and HEP has more ability to direct the activities that most significantly impact the financial performance of Cushing Connect Pipeline & Terminal LLC and Cushing Connect Pipeline. Therefore, HEP consolidates these two entities. HEP is not the primary beneficiary of Cushing Connect Terminal, which HEP accounts for using the equity method of accounting. Use of Estimates : The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 87 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Cash Equivalents: We consider all highly liquid instruments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value and are primarily invested in highly-rated instruments issued by government or municipal entities with strong credit standings. Balance Sheet Offsetting : We purchase and sell inventories of crude oil with certain same-parties that are net settled in accordance with contractual net settlement provisions. Our policy is to present such balances on a net basis since it presents our accounts receivables and payables consistent with our contractual settlement provisions. Accounts Receivable: Our accounts receivable primarily consist of amounts due from customers that are primarily from sales of refined products and renewable diesel. 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 expected credit losses based on our historical loss experience as well as expected credit losses from current economic conditions and management’s expectations of future economic conditions. Credit losses are charged to the allowance for expected credit losses when an account is deemed uncollectible. Our allowance for expected credit losses was $ 7.7 million at December 31, 2022 and $ 3.7 million at December 31, 2021. Accounts receivable attributable to crude oil resales generally represent the sale of excess crude oil to other purchasers and / or users in cases when our crude oil supplies are in excess of our immediate needs as well as certain reciprocal buy / sell exchanges of crude oil. At times we enter into such buy / sell exchanges to facilitate the delivery of quantities to certain locations. In many cases, we enter into net settlement agreements relating to the buy / sell arrangements, which may mitigate credit risk. Inventories: Inventories related to our refining operations are stated at the lower of cost, using the last-in, first-out (“LIFO”) method for crude oil and unfinished and finished refined products, or market. Inventories related to our renewable business are stated at the lower of cost, using the LIFO method for feedstock and unfinished and finished renewable products, or market. Cost, consisting of raw material, transportation and conversion costs, is determined using the LIFO inventory valuation methodology and market is determined using current replacement costs. Under the LIFO method, the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. An actual valuation of inventory under the LIFO method is 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. Inventories of our Petro-Canada Lubricants and Sonneborn businesses are stated at the lower of cost, using the first-in, first-out (“FIFO”) method, or net realizable value. Inventories consisting of process chemicals, materials and maintenance supplies and renewable identification numbers (“RINs”) are stated at the lower of weighted-average cost or net realizable value. Leases: At inception, we determine if an arrangement is or contains a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our payment obligation under the leasing arrangement. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable. Operating leases are recorded in “Operating lease right-of-use assets” and current and noncurrent “Operating lease liabilities” on our consolidated balance sheet. Finance leases are included in “Properties, plants and equipment, at cost” and “Accrued liabilities” and “Other long-term liabilities” on our consolidated balance sheet. 88 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Our lease term includes an option to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on our balance sheet. For certain equipment leases, we apply a portfolio approach for the operating lease ROU assets and liabilities. Also, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations. In addition, HEP, as a lessor, does not separate the non-lease (service) component in contracts in which the lease component is the dominant component. HEP treats these combined components as an operating lease. Derivative Instruments: All derivative instruments are recognized as either assets or liabilities on our consolidated balance sheets and are measured at fair value. Changes in the derivative instrument's fair value are recognized in earnings unless specific hedge accounting criteria are met. Cash flows from all our derivative activity are reported in the operating section on our consolidated statement of cash flows. See Note 14 for additional information. Properties, Plants and Equipment: Properties, plants and equipment are stated at cost. Depreciation is provided by the straight-line method over the estimated useful lives of the assets, primarily 15 to 32 years for refining, pipeline and terminal facilities, 10 to 40 years for buildings and improvements, 5 to 30 years for other fixed assets and 5 years for vehicles. Asset Retirement Obligations: We record legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and / or the normal operation of long-lived assets. The fair value of the estimated cost to retire a tangible long-lived asset is recorded as a liability with the associated retirement costs capitalized as part of the asset's carrying amount in the period in which it is incurred and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability's fair value. Certain of our refining assets have no recorded liability for asset retirement obligations since the timing of any retirement and related costs are currently indeterminable. Our asset retirement obligations were $ 61.8 million and $ 52.5 million at December 31, 2022 and 2021, respectively, which are included in “Other long-term liabilities” on our consolidated balance sheets. Accretion expense was insignificant for the years ended December 31, 2022, 2021 and 2020. Asset retirement obligations assumed in the Sinclair Transactions, as defined in Note 2, were $ 6.2 million. Intangibles, Goodwill and Long-lived Assets: Intangible assets are assets (other than financial assets) that lack physical substance, and goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired and liabilities assumed. Goodwill acquired in a business combination and intangibles with indefinite useful lives are not amortized, whereas intangible assets with finite useful lives are amortized on a straight-line basis. Goodwill and intangible assets that are not subject to amortization are tested for impairment annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the carrying amount of the reporting unit is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of the reporting unit over the related fair value. The carrying amount of our intangible assets and goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments on goodwill and intangible assets assigned to our Lubricants and Specialty Products segment. For purposes of long-lived asset impairment evaluation, we group our long-lived assets as follows: (i) our refinery asset groups, which include certain HEP logistics assets, (ii) our renewables products asset groups (iii) our Lubricants and Specialty Products asset groups, (iv) our Marketing assets and (v) our HEP asset groups, which comprises HEP assets not included in our refinery asset groups. These asset groups represent the lowest level for which independent cash flows can be identified. Our long-lived assets are evaluated for impairment by identifying whether indicators of impairment exist and, if so, assessing whether such long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss measured, if any, is equal to the amount by which the asset group’s carrying value exceeds its fair value. See Note 11 for additional information regarding our goodwill and long-lived assets including impairment charges recorded during the year ended December 31, 2020. 89 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Equity Method Investments: We account for investments in which we have a noncontrolling interest, yet have significant influence over the entity, using the equity method of accounting, whereby we record our pro-rata share of earnings of these companies and contributions to and distributions from the joint ventures as adjustments to our investment balance. The following table summarizes HEP's recorded investment compared to its share of underlying equity for each of its investee. The differences are being amortized as adjustments to HEP's pro-rata share of earnings in the joint ventures. Balance at December 31, 2022 Underlying Equity Recorded Investment Balance Difference (In thousands) Equity Method Investments Osage Pipe Line Company, LLC $ 2,901 $ 29,773 $ ( 26,872 ) Cheyenne Pipeline, LLC 27,655 40,019 ( 12,364 ) Cushing Connect Terminal Holdings LLC 49,915 34,746 15,169 Pioneer Investments Corp. 23,835 133,182 ( 109,347 ) Saddle Butte Pipeline III, LLC 67,349 32,884 34,465 Total $ 171,655 $ 270,604 $ ( 98,949 ) Revenue Recognition: Revenues on refined product, branded fuel sales, renewable diesel and excess crude oil sales are recognized when delivered (via pipeline, in-tank or rack) and the customer obtains control of such inventory, which is typically when title passes and the customer is billed. All revenues are reported inclusive of shipping and handling costs billed and exclusive of any taxes billed to customers. Shipping and handling costs incurred are reported as cost of products sold. Our lubricants and specialty products business has sales agreements with marketers and distributors that provide certain rights of return or provisions for the repurchase of products previously sold to them. Under these agreements, revenues and cost of revenues are deferred until the products have been sold to end customers. Our lubricants and specialty products business also has agreements that create an obligation to deliver products at a future date for which consideration has already been received and recorded as deferred revenue. This revenue is recognized when the products are delivered to the customer. HEP recognizes revenues as products are shipped through its pipelines and terminals and as other services are rendered. Additionally, HEP has certain throughput agreements that specify minimum volume requirements, whereby HEP bills a customer for a minimum level of shipments in the event a customer ships below their contractual requirements. If there are no future performance obligations, HEP recognizes these deficiency payments as revenue. In certain of these throughput agreements, a customer may later utilize such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and later recognized as revenue based on estimated future shipping levels, including the likelihood of a customer’s ability to utilize such amounts prior to the end of the contractual shortfall make-up period. HEP recognizes the service portion of these deficiency payments as revenue when HEP does not expect it will be required to satisfy these performance obligations in the future based on the pattern of rights exercised by the customer. Payment terms under our contracts with customers are consistent with industry norms and are typically payable within 30 days of the date of invoice. Cost Classifications: Costs of products sold include the cost of crude oil, other feedstocks, blendstocks and purchased finished products, inclusive of transportation costs. 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 cost of products sold. Additionally, 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 cost. Operating expenses include direct costs of labor, maintenance materials and services, utilities and other direct operating costs. Selling, general and administrative expenses include compensation, professional services and other support costs. 90 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Deferred Maintenance Costs: Our refinery units require regular major maintenance and repairs which are commonly referred to as “turnarounds.” Catalysts used in certain refinery processes also require regular “change-outs.” The required frequency of the maintenance varies by unit and by catalyst, but generally is every two to five years . Turnaround costs are deferred and amortized over the period until the next scheduled turnaround. Other repairs and maintenance costs are expensed when incurred. Deferred turnaround and catalyst amortization expense was $ 159.3 million, $ 136.9 million and $ 158.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Environmental Costs: Environmental costs are charged to operating expenses if they relate to an existing condition caused by past operations and do not contribute to current or future revenue generation. We have ongoing investigations of environmental matters at various locations and routinely assess our recorded environmental obligations, if any, with respect to such matters. Liabilities are recorded when site restoration and environmental remediation, cleanup and other obligations are either known or considered probable and can be reasonably estimated. Such estimates are undiscounted and require judgment with respect to costs, time frame and extent of required remedial and clean-up activities and are subject to periodic adjustments based on currently available information. Recoveries of environmental costs through insurance, indemnification arrangements or other sources are included in other assets to the extent such recoveries are considered probable. Contingencies: We are subject to proceedings, lawsuits and other claims related to environmental, labor, product and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. We accrue for contingencies when it is probable that a loss has occurred and when the amount of that loss is reasonably estimable. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Foreign Currency Translation: Assets and liabilities recorded in foreign currencies are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the period presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. We have intercompany notes that were issued to fund certain of our foreign businesses. Remeasurement adjustments resulting from the conversion of such intercompany financing amounts to functional currencies are recorded as gains or losses as a component of other income (expense) on our consolidated statements of operations. Such adjustments are not recorded to the Lubricants and Specialty Products segment operations, but to Corporate and Other. See Note 20 for additional information on our segments. Income Taxes: Provisions for income taxes include deferred taxes resulting from temporary differences in income for financial and tax purposes, using the liability method of accounting for income taxes. The liability method requires the effect of tax rate changes on deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized. We account for U.S. tax on global intangible low-taxed income in the period in which it is incurred. Potential interest and penalties related to income tax matters are recognized in income tax expense. We believe we have appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. Inventory Repurchase Obligations: We periodically enter into same-party sell / buy transactions, whereby we sell certain refined product inventory and subsequently repurchase the inventory in order to facilitate delivery to certain locations. Such sell / buy transactions are accounted for as inventory repurchase obligations under which proceeds received under the initial sell is recognized as inventory repurchase obligations that are subsequently reversed when the inventories are repurchased. For the years ended December 31, 2022, 2021 and 2020, we received proceeds of $ 42.1 million, $ 43.5 million and $ 44.9 million and subsequently repaid $ 42.8 million, $ 45.4 million and $ 46.4 million, respectively, under these sell / buy transactions. 91 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Accounting Pronouncements - Not Yet Adopted In October 2021, Accounting Standards Update 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” was issued requiring that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.” This standard is effective for fiscal years beginning after December 15, 2022, and early adoption is permitted. We do not anticipate that the adoption of this standard will have an impact on our consolidated financial statements. NOTE 2: Acquisitions On March 14, 2022, pursuant to the Business Combination Agreement, HF Sinclair completed its acquisition of the Target Company by effecting (a) the HFC Merger and (b) immediately following the HFC Merger, a contribution whereby REH Company contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target Company becoming a direct wholly owned subsidiary of HF Sinclair. In connection with the closing of the HFC Transactions, HF Sinclair issued 60,230,036 shares of HF Sinclair common stock, par value $ 0.01 per share, to REH Company, representing 27 % of the pro forma equity of HF Sinclair with a value of approximately $ 2,149 million based on HollyFrontier’s fully diluted shares of common stock outstanding and closing stock price on March 11, 2022. Pursuant to the Business Combination Agreement, REH Company made a $ 77.5 million cash payment to HF Sinclair, inclusive of final working capital adjustments, which reduced the aggregate transaction value to approximately $ 2,072 million. Of the 60,230,036 shares of HF Sinclair common stock, 2,570,000 shares are currently held in escrow to secure REH Company’s renewable identification numbers (“RINs”) credit obligations under Section 6.22 of the Business Combination Agreement. Additionally, on the Closing Date, and immediately prior to the consummation of the HFC Transactions, HEP completed its acquisition of STC, REH Company’s integrated crude and refined products midstream business, and issued 21,000,000 common limited partner units and paid cash consideration of $ 329.0 million, inclusive of final working capital adjustments, to REH Company in exchange for all the outstanding equity interests of STC (the “HEP Transaction” and together with the HFC Transactions, the “Sinclair Transactions”). Of these 21,000,000 common limited partner units, 5,290,000 units are currently held in escrow to secure REH Company’s RINs credit obligations to HF Sinclair under Section 6.22 of the Business Combination Agreement. HF Sinclair, and not HEP, would be entitled to the HEP common units held in escrow in the event of REH Company’s breach of its RINs credit obligations under the Business Combination Agreement. HollyFrontier’s (now HF Sinclair's) senior management team continues to operate the combined company. Pursuant to that certain stockholders agreement (the “Stockholders Agreement”) by and among HF Sinclair, REH Company and the stockholders of REH Company (together with REH Company and each of their permitted transferees, the “REH Parties”), REH Company was granted the right to nominate, and has nominated, two directors to our Board of Directors at the Closing Date. The REH Company stockholders also agreed to certain customary lock up, voting and standstill restrictions, as well as customary registration rights, for the HF Sinclair common stock issued to the stockholders of REH Company. HF Sinclair is headquartered in Dallas, Texas, with combined business offices in Salt Lake City, Utah. 92 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Under the terms of the Business Combination Agreement, HF Sinclair acquired REH Company’s refining, branded marketing, renewables, and midstream businesses. The branded marketing business supplies high-quality fuels to more than 1,300 Sinclair branded stations and licenses the use of the Sinclair brand at more than 300 additional locations throughout the United States. The renewables business includes the operation of a renewable diesel unit located in Sinclair, Wyoming. The refining business includes two Rocky Mountains-based refineries located in Casper, Wyoming and Sinclair, Wyoming. Under the terms of the Contribution Agreement (as defined in Note 3), HEP acquired STC, REH Company’s integrated crude and refined products pipelines and terminal assets, including approximately 1,200 miles of integrated crude and refined product pipeline supporting the Sinclair refineries and third parties, eight product terminals and two crude terminals with approximately 4.5 million barrels of operated storage. In addition, HEP acquired STC’s interests in three pipeline joint ventures for crude gathering and product offtake including: Saddle Butte Pipeline III, LLC ( 25.06 % non-operated interest); Pioneer Investments Corp. ( 49.995 % non-operated interest); and UNEV Pipeline (the 25 % non-operated interest not already owned by HEP, resulting in UNEV Pipeline, LLC (“UNEV”) becoming a wholly owned subsidiary of HEP). The addition of the Acquired Sinclair Businesses to the HollyFrontier business created a combined company with increased scale and ability to diversify and is expected to drive growth through the expanded refining and renewables business. In addition, the HFC Transactions added an integrated branded wholesale distribution network to our business. The Sinclair Transactions were accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the effective date, with the excess consideration recorded as goodwill. The following tables present the purchase consideration and preliminary purchase price allocation of the assets acquired and liabilities assumed on March 14, 2022: Purchase Consideration (in thousands except for per share amounts) Shares of HF Sinclair common stock issued 60,230 Closing price per share of HFC common stock (1) $ 35.68 Purchase consideration paid in HF Sinclair common stock 2,149,008 Shares of HEP common units issued to Sinclair 21,000 Closing price per share of HEP common units (2) $ 16.62 Purchase consideration paid in HEP common units 349,020 Total equity consideration 2,498,028 Cash consideration paid by HEP 328,955 Cash consideration received by HFC ( 77,507 ) Total cash consideration 251,448 Total purchase consideration $ 2,749,476 (1) Based on the HollyFrontier closing stock price on March 11, 2022. (2) Based on the HEP closing unit price on March 11, 2022. 93 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued (In thousands) Assets Acquired Accounts receivable $ 467,530 Inventories: Crude oil and refined products 906,461 Inventories: Materials, supplies and other 39,350 Properties, plants and equipment 1,242,549 Operating lease right-of-use assets 4,585 Other assets: Intangibles and other 495,621 Total assets acquired $ 3,156,096 Liabilities Assumed Accounts payable $ 564,385 Operating lease liabilities 1,030 Accrued liabilities 84,298 Noncurrent operating lease liabilities 3,554 Deferred income taxes 351,189 Other long-term liabilities 88,098 Total liabilities assumed $ 1,092,554 Net assets acquired $ 2,063,542 Goodwill $ 685,934 The preliminary purchase price allocation resulted in the recognition of $ 685.9 million in goodwill, of which $ 119.1 million was related to HEP. The goodwill recognized is primarily attributable to operating and administrative synergies and net deferred tax liabilities arising from the differences between the estimated fair values of assets and liabilities and the tax basis of these assets and liabilities. There are qualitative assumptions of long-term factors that this acquisition creates for our stockholders, including increased scale and diversification that is expected to drive growth through the expanded refining and renewables businesses and the addition of an integrated branded wholesale distribution network. This goodwill is not deductible for income tax purposes. The fair value measurements for properties, plants and equipment were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. The fair value of properties, plants and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recent published data and adjusting replacement cost for physical deterioration, functional, and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties. The fair value of crude oil and refined products inventory was based on market prices as of the acquisition date. Intangibles include the Sinclair trade name, fuel agreements and customer relationships totaling $ 221.4 million that are being amortized on a straight-line basis over a range of four to twenty-year period. The intangible assets were valued using the income approach. The fair value of equity method investments totaled $ 234.3 million and was based on a combination of valuation methods including discounted cash flows and the guideline public company method. Accrued liabilities include $ 70.6 million of RINs credit obligations, including 2022 obligations through the Closing Date, which were valued based on market prices for RINs at the effective date, a Level 2 input. REH Company is financially responsible for satisfaction of RINs credit obligations for all periods prior to the closing. This receivable totaled $ 68.4 million and was valued based on market prices for RINs at the effective date. All other fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. 94 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The fair values of all other current receivable and payables were equivalent to their carrying values due to their short-term nature. These fair value estimates are preliminary and, therefore, the final fair values of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all needed information has become available and we finalize our valuations. Our consolidated financial and operating results reflect the Acquired Sinclair Businesses operations beginning March 14, 2022. Our results of operations included revenue and income from operations of $ 9,835.0 million and $ 865.1 million, respectively, for the period from March 14, 2022 through December 31, 2022 related to the Acquired Sinclair Businesses operations. During the year ended December 31, 2022, we incurred $ 52.9 million in incremental direct acquisition and integration costs that principally relate to legal, advisory and other professional fees and are presented as selling, general and administrative expenses in our statements of operations. The following unaudited pro forma combined condensed financial data for the years ended December 31, 2022 and 2021 was derived from our historical financial statements giving effect to the Sinclair Transactions as if they had occurred on January 1, 2021. The below information reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including the depreciation of the fair-valued properties, plants and equipment acquired in the Sinclair Transactions and the estimated tax impacts of the pro forma adjustments. Additionally, pro forma earnings include certain non-recurring charges, the substantial majority of which consist of transaction costs related to financial advisors, legal advisors and professional accounting services. The pro forma results of operations do not include any cost savings or other synergies that may result from the Sinclair Transactions. The pro forma combined condensed financial data has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the Sinclair Transactions taken place on January 1, 2021 and is not intended to be a projection of future results. Years Ended December 31, 2022 2021 (In thousands) Sales and other revenues $ 39,210,338 $ 22,767,827 Net income attributable to HF Sinclair stockholders $ 2,853,686 $ 757,808 Puget Sound Refinery On May 4, 2021, HollyFrontier Puget Sound Refining LLC (now known as HF Sinclair Puget Sound Refining LLC), a wholly owned subsidiary of HollyFrontier, entered into a sale and purchase agreement with Shell to acquire the Puget Sound Refinery. The acquisition closed on November 1, 2021 for aggregate cash consideration of $ 624.3 million, which consists of a base cash purchase price of $ 350.0 million, hydrocarbon inventory of $ 277.9 million and other closing adjustments and accrued liabilities of $ 3.6 million (the “Puget Sound Acquisition”). This transaction was accounted for as a business combination, using the acquisition method, with the aggregate cash consideration allocated to the acquisition date fair value of assets and liabilities acquired. In connection with the Puget Sound Acquisition, we incurred $ 12.2 million of acquisition and integration costs during the year ended December 31, 2021, which are included in selling, general and administrative expenses on the consolidated statement of operations. Fair values of assets acquired and liabilities assumed were as follows: inventories $ 299.3 million, properties, plants and equipment $ 394.2 million, other assets $ 10.4 million, accrued and other current liabilities $ 12.5 million and other long-term liabilities $ 67.1 million. The fair value measurements for properties, plants and equipment were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. 95 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The fair value of properties, plants and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recent published data and adjusting replacement cost for economic and functional obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties. The fair value of crude oil and refined products inventory was based on market prices as of the acquisition date. Our consolidated financial and operating results reflect the Puget Sound Refinery operations beginning November 1, 2021. Our results of operations include revenue and loss from operations of $ 603.1 million and $ 8.3 million, respectively, for the period from November 1, 2021 through December 31, 2021 related to these operations. NOTE 3: Leases Lessee We have operating and finance leases for land, buildings, pipelines, storage tanks, transportation and other equipment for our operations. Our leases have remaining terms of one to 57 years , some of which include options to extend the leases for up to 10 years. Certain of our leases for pipeline assets include provisions for variable payments which are based on a measure of throughput and also contain a provision for the lessor to adjust the rate per barrel periodically over the life of the lease. These variable costs are not included in the initial measurement of ROU assets and lease liabilities. The following table presents the amounts and balance sheet locations of our operating and financing leases recorded on our consolidated balance sheets. December 31, 2022 2021 (In thousands) Operating leases: Operating lease right-of-use assets $ 351,068 $ 396,191 Operating lease liabilities 109,926 110,606 Noncurrent operating lease liabilities 254,215 308,747 Total operating lease liabilities $ 364,141 $ 419,353 Finance leases: Properties, plants and equipment, at cost $ 81,454 $ 75,885 Accumulated amortization ( 21,434 ) ( 8,945 ) Properties, plants and equipment, net $ 60,020 $ 66,940 Accrued liabilities $ 10,722 $ 10,510 Other long-term liabilities 50,361 56,556 Total finance lease liabilities $ 61,083 $ 67,066 96 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Supplemental balance sheet information related to our leases was as follows: December 31, 2022 2021 Weighted average remaining lease term (in years) Operating leases 7.2 7.4 Finance leases 7.8 8.6 Weighted average discount rate Operating leases 4.2 % 3.8 % Finance leases 4.2 % 3.9 % The components of lease expense were as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Operating lease expense $ 116,769 $ 117,292 $ 121,608 Finance lease expense: Amortization of right-of-use assets 13,003 4,295 4,400 Interest on lease liabilities 2,593 733 415 Variable lease cost 4,448 3,645 3,580 Total lease expense $ 136,813 $ 125,965 $ 130,003 Supplemental cash flow information related to leases was as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 126,048 $ 129,577 $ 126,313 Operating cash flows from finance leases $ 2,593 $ 733 $ 415 Financing cash flows from finance leases $ 11,713 $ 3,990 $ 2,995 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 61,403 $ 147,718 $ 18,823 Finance leases $ 6,149 $ 64,334 $ 4,085 97 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued As of December 31, 2022, minimum future lease payments of our operating and finance lease obligations were as follows: Operating Finance (In thousands) 2023 $ 120,995 $ 13,234 2024 94,207 9,647 2025 44,132 8,564 2026 29,122 7,682 2027 17,931 6,419 Thereafter 127,714 26,845 Future minimum lease payments 434,101 72,391 Less: imputed interest 69,960 11,308 Total lease obligations 364,141 61,083 Less: current obligations 109,926 10,722 Long-term lease obligations $ 254,215 $ 50,361 Lessor Our consolidated statements of operations reflect lease revenue recognized by HEP for contracts with third parties in which HEP is the lessor. Substantially all of the assets supporting contracts meeting the definition of a lease have long useful lives, and HEP believes these assets will continue to have value when the current agreements expire due to HEP's risk management strategy for protecting the residual fair value of the underlying assets by performing ongoing maintenance during the lease term. One of HEP’s throughput agreements with Delek US Holdings, Inc. (“Delek”) was partially renewed during the year ended December 31, 2020. Certain components of this agreement met the criteria of sales-type leases since the underlying assets are not expected to have an alternative use at the end of the lease term to anyone other than Delek. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at contract inception, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease. Therefore, HEP recognized a gain on sales-type leases totaling $ 33.8 million during the year ended December 31, 2020. This sales-type lease transaction, including the related gain, was a non-cash transaction. Lease income recognized was as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Operating lease revenues $ 14,346 $ 15,281 $ 22,636 Gain on sales-type leases $ — $ — $ 33,834 Sales-type lease interest income $ 2,515 $ 2,545 $ 1,928 Lease revenues relating to variable lease payments not included in measurement of the sales-type lease receivable $ 1,782 $ 2,162 $ 1,690 For HEP’s sales-type leases, HEP included customer obligations related to minimum volume requirements in guaranteed minimum lease payments. Portions of HEP’s minimum guaranteed pipeline tariffs for assets subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. HEP recognized any billings for throughput volumes in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues. 98 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Annual minimum undiscounted lease payments in which HEP is a lessor to third-party contracts as of December 31, 2022 were as follows: Operating Sales-type (In thousands) 2023 $ 11,017 $ 2,955 2024 11,017 2,955 2025 3,017 2,955 2026 — 2,955 2027 — 2,955 Thereafter — 21,425 Total lease payment receipts $ 25,051 36,200 Less: imputed interest ( 27,202 ) 8,998 Unguaranteed residual assets at end of leases 25,182 Net investment in leases $ 34,180 Net investment in sales-type leases recorded on our consolidated balance sheet was composed of the following: December 31, 2022 December 31, 2021 (In thousands) Lease receivables $ 23,797 $ 24,962 Unguaranteed residual assets 10,383 9,659 Net investment in leases $ 34,180 $ 34,621 NOTE 4: Holly Energy Partners HEP is a publicly held master limited partnership that owns and / or operates logistic and refinery assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units that principally support our refining and marketing operations, as well as other third-party refineries, in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. Additionally, as of December 31, 2022, HEP owned a 50 % ownership interest in each of Osage Pipe Line Company, LLC, the owner of a pipeline running from Cushing, Oklahoma to El Dorado, Kansas (the “Osage Pipeline”); Cheyenne Pipeline, LLC, the owner of a pipeline running from Fort Laramie, Wyoming to Cheyenne, Wyoming (the “Cheyenne Pipeline”) and Cushing Connect Pipeline & Terminal LLC (“Cushing Connect”), the owner of a crude oil storage terminal in Cushing, Oklahoma and a pipeline that runs from Cushing, Oklahoma to our Tulsa West and Tulsa East facilities (collectively, the “Tulsa Refineries”); a 25.06 % ownership interest in Saddle Butte Pipeline III, LLC, the owner of a pipeline from the Powder River Basin to Casper, Wyoming (the “Saddle Butte Pipeline”); and a 49.995 % ownership interest in Pioneer Investments Corp., the owner of a pipeline from Sinclair, Wyoming to the North Salt Lake City, Utah Terminal (the “Pioneer Pipeline”). At December 31, 2022, we owned a 47 % limited partner interest and a non-economic general partner interest in HEP. As the general partner of HEP, we have the sole ability to direct the activities that most significantly impact HEP's financial performance, and therefore as HEP's primary beneficiary, we consolidate HEP. HEP generates revenues by charging tariffs for transporting petroleum products and crude oil through its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and by 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 80 % of HEP’s total revenues for the year ended December 31, 2022. 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. HEP’s creditors have no recourse to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. See Note 13 for a description of HEP’s debt obligations. 99 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued 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. Sinclair Transportation Company Acquisition On August 2, 2021, HEP, REH Company and STC, a wholly owned subsidiary of REH Company, entered into a contribution agreement (as amended on March 14, 2022, the “Contribution Agreement”), which closed on March 14, 2022. Pursuant to the Contribution Agreement, HEP acquired all of the outstanding equity interests of STC in exchange for 21,000,000 newly issued common limited partner units of HEP with a value of approximately $ 349.0 million based on HEP’s fully diluted common limited partner units outstanding and HEP’s closing unit price on March 11, 2022, and cash consideration equal to $ 329.0 million, inclusive of final working capital adjustments pursuant to the Contribution Agreement for an aggregate transaction value of $ 678.0 million. As a result of this common unit issuance and our resulting HEP ownership change, we adjusted additional capital and equity attributable to HEP’s noncontrolling interest holders to reallocate HEP’s equity among its unitholders. As part of HEP’s acquisition of STC, HEP acquired the 25.0 % non-operated interest of UNEV not already owned by HEP and as such, UNEV, the owner of a pipeline running from Woods Cross, Utah to Las Vegas, Nevada and associated product terminals, became a wholly owned subsidiary of HEP. HEP’s existing senior management team continues to operate HEP. Pursuant to that certain unitholders agreement (the “Unitholders Agreement”) by and among HEP, Holly Logistic Services, L.L.C., Navajo Pipeline Co., L.P. and the REH Parties, REH Company was granted the right to nominate, and has nominated, one director to the HEP Board of Directors at the Closing Date. REH Company’s stockholders have also agreed to certain customary lock up restrictions and registration rights for the HEP common limited partner units to be issued to the stockholders of REH Company. HEP will continue to be named Holly Energy Partners, L.P. Contemporaneous with the closing of the Sinclair Transactions, HEP and HollyFrontier amended certain intercompany agreements, including the master throughput agreement, to include within the scope of such agreements certain of the assets acquired by HEP pursuant to the Contribution Agreement. Cushing Connect Joint Venture In October 2019, HEP Cushing and Plains formed a 50/50 joint venture, Cushing Connect, for (i) the development, construction, ownership and operation of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that connects the Cushing, Oklahoma crude oil hub to our Tulsa Refineries and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect Terminal”). The Cushing Connect Terminal was fully in service beginning in April 2020, and the Cushing Connect Pipeline was placed in service during the third quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect assets. Cushing Connect entered into a contract with an affiliate of HEP to manage the operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect Terminal. The total investment in Cushing Connect was shared proportionately among the partners. However, HEP was solely responsible for any Cushing Connect Pipeline construction costs that exceeded the budget by more than 10 %. HEP’s share of the cost of the Cushing Connect Terminal contributed by Plains and Cushing Connect Pipeline construction costs was approximately $ 74 million. Transportation Agreements HEP serves our refineries under long-term pipeline, terminal and tankage throughput agreements and refinery processing tolling agreements expiring from 2023 through 2037. Under these agreements, we pay HEP fees to transport, store and process throughput volumes of refined products, crude oil and feedstocks on HEP's pipelines, terminals, tankage, loading rack facilities and refinery processing units that result in minimum annual payments to 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 or Federal Energy Regulatory Commission index. As of December 31, 2022, these agreements required minimum annualized payments to HEP of $ 452.6 million . 100 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Our transactions with HEP and fees paid under our transportation agreements with HEP and UNEV are eliminated and have no impact on our consolidated financial statements. NOTE 5: Revenues Substantially all revenue-generating activities relate to sales of refined product, branded fuel sales, renewable diesel and excess crude oil inventories sold at market prices (variable consideration) under contracts with customers. Additionally, we have revenues attributable to HEP logistics services provided under petroleum product and crude oil pipeline transportation, processing, storage and terminalling agreements with third parties. Disaggregated revenues were as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Revenues by type Refined product revenues Transportation fuels (1) $ 25,895,867 $ 13,414,543 $ 7,825,625 Specialty lubricant products (2) 2,826,206 2,322,242 1,657,344 Asphalt, fuel oil and other products (3) 2,147,710 948,581 672,371 Total refined product revenues 30,869,783 16,685,366 10,155,340 Excess crude oil revenues (4) 2,342,288 1,547,696 884,248 Renewable diesel revenues (5) 654,893 — — Transportation and logistic services 109,200 103,646 98,039 Marketing revenues (6) 3,911,922 — — Other revenues (7) 316,753 52,434 46,016 Total sales and other revenues $ 38,204,839 $ 18,389,142 $ 11,183,643 Years Ended December 31, 2022 2021 2020 (In thousands) Refined product revenues by market United States Mid-Continent $ 13,924,566 $ 9,094,885 $ 5,096,268 Southwest 4,965,298 3,477,562 2,310,432 Rocky Mountains 9,533,476 2,118,619 1,311,416 Northeast 1,037,771 824,900 552,069 Canada 1,063,961 836,317 616,683 Europe, Asia and Latin America 344,711 333,083 268,472 Total refined product revenues $ 30,869,783 $ 16,685,366 $ 10,155,340 (1) Transportation fuels revenues are attributable to our Refining segment wholesale marketing of gasoline, diesel and jet fuel. For the year ended December 31, 2020, $ 1.6 million is reported in our Corporate and Other segment. (2) Specialty lubricant products consist of base oil, waxes, finished lubricants and other specialty fluids. (3) Asphalt, fuel oil and other products revenue include revenues attributable to our Refining and Lubricants and Specialty Products segments of $ 1,827.3 million and $ 314.8 million, respectively, for the year ended December 31, 2022. For the year ended December 31, 2021 such revenues attributable to our Refining and Lubricants and Specialty Products were $ 724.3 million and $ 224.3 million, respectively. For the year ended December 31, 2020 such revenue attributable to our Refining and Lubricants and Specialty Products segments were $ 533.5 million and $ 135.4 million, respectively. (4) Excess crude oil revenues represent sales of purchased crude oil inventory that at times exceeds the supply needs of our refineries. (5) Renewable diesel revenues are attributable to our Renewables segment. 101 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued (6) Marketing revenues consist primarily of branded gasoline and diesel fuel. (7) Other revenues are principally attributable to our Refining segment. Our consolidated balance sheets reflect contract liabilities related to unearned revenues attributable to future service obligations under HEP’s third-party transportation agreements and production agreements from our Sonneborn operations. The following table presents changes to contract liabilities: Years Ended December 31, 2022 2021 2020 (In thousands) Balance at January 1 $ 9,278 $ 6,738 $ 4,652 Increase 32,040 32,301 28,746 Recognized as revenue ( 30,596 ) ( 29,761 ) ( 26,660 ) Balance at December 31 $ 10,722 $ 9,278 $ 6,738 As of December 31, 2022, we have long-term contracts with customers that specify minimum volumes of gasoline, diesel, lubricants and specialty products to be sold ratably at market prices through 2032. Future prices are subject to market fluctuations and therefore, we have elected the exemption to exclude variable consideration under these contracts under Accounting Standards Codification 606-10-50-14A. Aggregate minimum volumes expected to be sold (future performance obligations) under our long-term product sales contracts with customers are as follows, which include branded sales volumes assumed upon our acquisition of the Acquired Sinclair Businesses: 2023 2024 2025 Thereafter Total (In thousands) Refined product sales volumes (barrels) 35,181 28,848 19,729 29,571 113,329 Additionally, HEP has long-term contracts with third-party customers that specify minimum volumes of product to be transported through its pipelines and terminals that result in fixed-minimum annual reven ues throu gh 2025. Annua l minimum revenues attributable to HEP’s third-party contracts as of December 31, 2022 are presented below: 2023 2024 2025 Total (In thousands) HEP contractual minimum revenues $ 11,017 $ 11,017 $ 3,017 $ 25,051 For the years ended December 31, 2022 and 2021, we had one customer, Shell, together with certain of its affiliates, that accounted for 10% or more of our total annual revenues at approximately 15 % and 13 %, respectively. We had no cu stomers which had accounted for over 10% of our annual revenues for the year ended December 31, 2020. NOTE 6: Fair Value Measurements Our financial instruments measured at fair value on a recurring basis consist of derivative instruments and RINs credit obligations. 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. 102 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The carrying amounts of derivative instruments and RINs receivable and credit obligations were as follows: Carrying Amount Fair Value by Input Level Financial Instrument Level 1 Level 2 Level 3 (In thousands) December 31, 2022 Assets: Commodity price swaps $ 342 $ — $ 342 $ — Commodity forward contracts 2,949 — 2,949 — RINS receivable (1) 81,232 — 81,232 — Foreign currency forward contracts 15,359 — 15,359 — Total assets $ 99,882 $ — $ 99,882 $ — Liabilities: NYMEX futures contracts $ 2,750 $ 2,750 $ — $ — Commodity collar contracts 6,275 — 6,275 — Commodity forward contracts 2,987 — 2,987 — RINs credit obligations (1) 81,232 — 81,232 — Total liabilities $ 93,244 $ 2,750 $ 90,494 $ — Carrying Amount Fair Value by Input Level Financial Instrument Level 1 Level 2 Level 3 (In thousands) December 31, 2021 Assets: Commodity forward contracts $ 286 $ — $ 286 $ — Foreign currency forward contracts 6,177 — 6,177 — Total assets $ 6,463 $ — $ 6,463 $ — Liabilities: NYMEX futures contracts $ 1,269 $ 1,269 $ — $ — Commodity forward contracts 566 — 566 — RINs credit obligations (2) 9,429 — 9,429 — Total liabilities $ 11,264 $ 1,269 $ 9,995 $ — (1) REH Company is financially responsible for satisfaction of RINs credit obligations for all periods prior to the closing of the Sinclair Transactions. See Note 2 for additional information on RINs credit obligations assumed in the Sinclair Transactions. (2) Represent obligations for RINs credits for which we did not have sufficient quantities at December 31, 2021 to satisfy our Environmental Protection Agency (“EPA”) regulatory blending requirements. 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. 103 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Level 2 Financial Instruments Derivative instruments consisting of foreign currency forward contracts, commodity price swaps, commodity collar contracts and forward sales and purchase contracts are measured and recorded at fair value using Level 2 inputs. The fair value of the commodity price swap contracts is 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 input and quoted forward commodity prices with respect to our commodity price swaps and commodity collars. The fair value of the forward sales and purchase contracts are computed using quoted forward commodity prices. The fair value of foreign currency forward contracts are based on values provided by a third party, which were derived using market quotes for similar type instruments, a Level 2 input. RINs credit obligations are valued based on current market RINs prices. Nonrecurring Fair Value Measurements During the years ended December 31, 2022 and 2021, we recognized assets and liabilities based on fair value measurements for the Sinclair Transactions and the acquisition of Puget Sound Refinery (see Note 2). The fair value measurements were based on a combination of valuation methods including discounted cash flows, the guideline public company and guideline transaction methods and obsolescence adjusted replacement costs, all of which are Level 3 inputs. During the year ended December 31, 2020, we recognized goodwill and long-lived asset impairment charges based on fair value measurements utilized during our goodwill and long-lived asset impairment testing (see Note 11). The fair value measurements were based on a combination of valuation methods including discounted cash flows, the guideline public company and guideline transaction methods and obsolescence adjusted replacement costs, all of which are Level 3 inputs. During the year ended December 31, 2020, HEP recognized a gain on sales-type leases (see Note 3). The estimated fair value of the underlying leased assets at contract inception and the present value of the estimated unguaranteed residual asset at the end of the lease term were used in determining the net investment in leases and related recognized gain on sales-type leases. The asset valuation estimates included Level 3 inputs based on a replacement cost valuation method. NOTE 7: Earnings Per Share Basic earnings per share is calculated as net income (loss) attributable to HF Sinclair stockholders, adjusted for participating securities’ share in earnings divided by the average number of shares of common stock outstanding. Diluted earnings per share includes the incremental shares resulting from certain share-based awards. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income (loss) attributable to HF Sinclair stockholders: Years Ended December 31, 2022 2021 2020 (In thousands, except per share data) Net income (loss) attributable to HF Sinclair stockholders $ 2,922,668 $ 558,324 $ ( 601,448 ) Participating securities’ share in earnings (1) 29,465 7,465 1,811 Net income (loss) attributable to common shares $ 2,893,203 $ 550,859 $ ( 603,259 ) Average number of shares of common stock outstanding 202,566 162,569 161,983 Average number of shares of common stock outstanding assuming dilution 202,566 162,569 161,983 Basic earnings (loss) per share $ 14.28 $ 3.39 $ ( 3.72 ) Diluted earnings (loss) per share $ 14.28 $ 3.39 $ ( 3.72 ) (1) Unvested restricted stock unit awards and unvested performance share units that settle in HF Sinclair common stock represent participating securities because they participate in nonforfeitable dividends or distributions with the common stockholders of HF Sinclair. Participating earnings represent the distributed and undistributed earnings of HF Sinclair attributable to the participating securities. Unvested restricted stock unit awards and performance share units do not participate in undistributed net losses as they are not contractually obligated to do so. 104 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued NOTE 8: Stock-Based Compensation In connection with the Sinclair Transactions, we assumed all obligations of HollyFrontier under HollyFrontier’s existing stock-based compensation plans, which includes the HF Sinclair Corporation 2007 Long-Term Incentive Compensation Plan (previously known as the HollyFrontier Corporation Long-Term Incentive Compensation Plan, the “2007 Plan”) and the HF Sinclair Corporation Amended and Restated 2020 Long Term Incentive Plan (previously known as the HollyFrontier Corporation 2020 Long Term Incentive Plan, the “2020 Plan”). Awards are no longer granted, and as of December 1, 2022, none are outstanding, under the 2007 Plan. The 2007 Plan previously provided for, and the 2020 Plan currently provides for, the grant of unrestricted and restricted stock, restricted stock units, other stock based awards, stock options, performance awards, substitute awards, cash awards and stock appreciation rights. Subject to adjustment for certain events, an aggregate of 6,019,255 of these awards may be issued pursuant to awards granted under the 2020 Plan. We also have a stock compensation deferral plan which allows non-employee directors to defer settlement of vested stock granted under our share-based compensation plan. 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. Share-based awards paid in cash upon vesting are accounted for as liability awards and recorded at fair value at the end of each reporting period with a mark-to-mark adjustment recognized in earnings. The stock-based compensation expense and associated tax benefit were as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Compensation expense: Restricted stock units $ 27,264 $ 29,453 $ 23,539 Performance stock units 8,683 12,591 6,130 Total compensation expense $ 35,947 $ 42,044 $ 29,669 Tax benefit recognized on compensation expense $ 8,918 $ 10,545 $ 3,965 Additionally, HEP maintains an equity-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 equity-based compensation plan was $ 1.9 million, $ 2.6 million and $ 2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Restricted Stock Units Under our long-term incentive plan, we grant certain officers and other key employees restricted stock unit awards, which are payable in stock or cash and generally vest over a period of one to three years . Restricted stock unit award recipients have the right to receive dividends, however, restricted stock units do not have any other rights of absolute ownership. Upon vesting, restrictions on the restricted stock units lapse at which time they convert to common shares or cash. 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 unit award is measured based on the grant date market price of our common shares and is amortized over the respective vesting period. We account for forfeitures on an estimated basis. A summary of restricted stock unit activity during the year ended December 31, 2022 is presented below: Restricted Stock Units Grants Weighted Average Grant Date Fair Value Outstanding at January 1, 2022 1,604,540 $ 29.11 Granted 463,074 $ 59.41 Vested ( 804,846 ) $ 32.91 Forfeited ( 206,893 ) $ 29.30 Outstanding at December 31, 2022 1,055,875 $ 39.46 105 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued For the years ended December 31, 2022, 2021 and 2020, restricted stock units vested having a grant date fair value of $ 26.5 million, $ 28.4 million and $ 28.2 million, respectively. For the years ended December 31, 2021 and 2020, we granted restricted stock units having a weighted average grant date fair value of $ 33.95 and $ 22.20 , respectively. As of December 31, 2022, there was $ 27.7 million of total unrecognized compensation cost related to non-vested restricted stock unit grants. That cost is expected to be recognized over a weighted-average period of 1.4 years. For the years ended December 31, 2022, 2021 and 2020, we paid $ 5.8 million, $ 3.4 million and $ 1.3 million, respectively, in cash equal to the value of the stock award on the vest date to certain employees to settle 96,005 , 105,459 and 55,222 restricted stock units, respectively. Performance Share Units Under our long-term incentive plan, we grant certain officers and other key employees performance share units, which are payable in stock or cash 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 “financial performance” and “market performance” criteria. Financial performance is based on our financial performance compared to a peer group of independent refining companies, while market performance is based on the relative standing of total shareholder return achieved by HF Sinclair compared to peer group companies. The number of shares ultimately issued or cash paid under these awards can range from zero to 200 % of target award amounts. Holders of performance share units have the right to receive dividend equivalents and other distributions with respect to such performance share units based on the target level of payout. A summary of performance share unit activity and changes during the year ended December 31, 2022 is presented below: Performance Share Units Grants Weighted Average Grant Date Fair Value Outstanding at January 1, 2022 864,626 $ 33.49 Granted 206,979 $ 72.04 Vested ( 134,685 ) $ 46.08 Forfeited ( 165,723 ) $ 32.83 Outstanding at December 31, 2022 771,197 $ 41.78 For the year ended December 31, 2022, we issued 151,315 shares of common stock, representing a 150 % payout on vested performance share units having a grant date fair value of $ 6.2 million. For the years ended December 31, 2021 and 2020, we issued common stock upon the vesting of the performance share units having a grant date fair value of $ 4.5 million and $ 6.2 million, respectively. As of December 31, 2022, there was $ 21.7 million of total unrecognized compensation cost related to non-vested performance share units. That cost is expected to be recognized over a weighted-average period of 1.8 years. For the year ended December 31, 2022, we paid $ 0.7 million in cash equal to the value of the stock award on the vest date to certain employees to settle 12,108 performance share units. 106 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued NOTE 9: Inventories Inventories consist of the following components: December 31, 2022 2021 (In thousands) Crude oil $ 818,737 $ 630,873 Other raw materials and unfinished products (1) 842,855 530,067 Finished products (2) 1,252,984 726,930 Lower of cost or market reserve ( 61,151 ) ( 8,739 ) Process chemicals (3) 53,900 43,025 Repairs and maintenance supplies and other (4) 307,203 199,972 Total inventory $ 3,214,528 $ 2,122,128 (1) Other raw materials and unfinished products include feedstocks and blendstocks, other than crude. (2) Finished products include gasolines, jet fuels, diesels, renewable diesels, lubricants, asphalts, LPG’s and residual fuels. (3) Process chemicals include additives and other chemicals. (4) Includes RINs. The excess replacement cost over the LIFO value of our refinery inventories was $ 39.0 million and $ 111.1 million at December 31, 2022 and 2021, respectively. For the year ended December 31, 2021, we recorded a decrease to cost of products sold of $ 318.9 million due to the effect of the change in the lower of cost or market reserve recorded on our refinery inventories at that time. For the year ended December 31, 2020, we recognized a charge of $ 36.9 million to cost of products sold as we liquidated certain quantities of LIFO inventory at our Cheyenne Refinery that were carried at historical acquisition costs above market prices at the time of liquidation. Our renewables inventories that are valued at the lower of LIFO cost or market reflect a valuation reserve of $ 61.2 million and $ 8.7 million at December 31, 2022 and 2021, respectively. A new market reserve of $ 61.2 million as of December 31, 2022 was based on market conditions and prices at that time. The effect of the change in the lower of cost or market reserve was an increase of cost of products sold totaling $ 52.4 million and $ 8.7 million for the years ended December 31, 2022 and 2021, respectively. NOTE 10: Properties, Plants and Equipment The components of properties, plants and equipment are as follows: December 31, 2022 2021 (In thousands) Land, buildings and improvements $ 741,874 $ 607,554 Refining facilities 6,346,422 4,839,926 Pipelines and terminals 2,267,052 1,956,008 Transportation vehicles 43,801 27,809 Other fixed assets 422,583 306,606 Construction in progress 324,920 710,304 10,146,652 8,448,207 Accumulated depreciation ( 3,457,747 ) ( 3,033,353 ) $ 6,688,905 $ 5,414,854 We capitalized interest attributable to construction projects of $ 6.2 million, $ 15.2 million and $ 4.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. 107 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Depreciation expense was $ 442.2 million, $ 329.4 million and $ 333.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. NOTE 11: Goodwill, Long-lived Assets and Intangibles Goodwill and long-lived assets As of December 31, 2022, our goodwill balance was $ 3.0 billion. The carrying amount of our goodwill may fluctuate from period to period due to the effects of foreign currency translation adjustments on goodwill assigned to our Lubricants and Specialty Products segment. The following is a summary of our goodwill by segment: Refining Renewables Marketing Lubricants and Specialty Products HEP Total (In thousands) Balance at December 31, 2021 $ 1,733,472 $ — $ — $ 246,699 $ 312,873 $ 2,293,044 Additional goodwill acquired 243,963 159,020 163,839 — 119,112 685,934 Foreign currency translation adjustment — — — ( 663 ) — ( 663 ) Balance at December 31, 2022 $ 1,977,435 $ 159,020 $ 163,839 $ 246,036 $ 431,985 $ 2,978,315 Balance at December 31, 2022 Goodwill $ 2,286,753 $ 159,020 $ 163,839 $ 480,615 $ 431,985 $ 3,522,212 Accumulated impairment losses ( 309,318 ) — — ( 234,579 ) — ( 543,897 ) $ 1,977,435 $ 159,020 $ 163,839 $ 246,036 $ 431,985 $ 2,978,315 We performed our annual goodwill impairment testing quantitatively as of July 1, 2022 and determined there was no impairment of goodwill attributable to our reporting units. Additionally, there was no impairment of long-lived assets during the years ended December 31, 2022 and 2021. See below for discussion of our goodwill and long-lived assets impairment recognized in 2020. During the second quarter of 2020, we determined that indicators of potential goodwill and long-lived asset impairments were present and performed recoverability testing for long-lived assets and an interim test for goodwill impairment as of May 31, 2020. Impairment indicators included the recent economic slowdown caused by the COVID-19 pandemic, reductions in the prices of our finished goods and raw materials and the related decrease in our gross margins, as well as the recent decline in our market capitalization. Additionally, our second quarter 2020 announcement of the planned conversion of our Cheyenne Refinery to renewable diesel production was also considered a triggering event requiring assessment of potential impairments to the carrying value of our Cheyenne Refinery asset group. As a result of our long-lived asset recoverability testing, we determined that the carrying value of the long-lived assets of our Cheyenne Refinery and PCLI asset groups were not recoverable, and thus recorded long-lived asset impairment charges of $ 232.2 million and $ 204.7 million, respectively, in the second quarter of 2020. Our interim goodwill impairment testing indicated that there was no impairment of goodwill at our Refining and Lubricants and Specialty Products reporting units as of May 31, 2020. The estimated fair values of the Cheyenne Refinery and PCLI asset groups were determined using a combination of the income and cost approaches. The income approach was based on management’s best estimates of the expected future cash flows over the remaining useful life of the asset group. The cost approach utilized assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and economic obsolescence. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 6 for further discussion of Level 3 inputs. 108 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued During the fourth quarter of 2020, we incurred long-lived asset impairment charges of $ 26.5 million for construction-in-progress, consisting primarily of engineering work for potential upgrades to certain processing units at our Tulsa and El Dorado Refineries. During the fourth quarter of 2020, we concluded not to pursue these projects in light of recent economic and market conditions. Additionally, in the fourth quarter of 2020, our annual budgeting process identified downward forecast revisions specific to the Sonneborn reporting unit within our Lubricants and Specialty Products segment; largely from declines in gross margin as compared to historic levels and an increase in forecasted capital expenditures. As such, we concluded it was more likely than not that the carrying value of the Sonneborn reporting unit exceeded its fair value, and we performed an interim quantitative test for goodwill impairment as of December 1, 2020. As a result of our impairment testing, we recognized a goodwill impairment charge of $ 81.9 million during the fourth quarter of 2020 for the Sonneborn reporting unit. No other reporting units required an interim impairment test during the fourth quarter of 2020. The estimated fair values of our reporting units tested quantitatively were derived using a combination of income and market approaches. The income approach reflects expected future cash flows based on estimated forecasted production levels, selling prices, gross margins, operating costs and capital expenditures. Our market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like kind assets. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 6 for further discussion of Level 3 inputs. A reasonable expectation exists that further deterioration in our operating results or overall economic conditions could result in an impairment of goodwill and / or additional long-lived assets impairments at some point in the future. Future impairment charges could be material to our results of operations and financial condition. Intangibles The carrying amounts of our intangible assets presented in “Intangibles and other” on our consolidated balance sheets are as follows: December 31 Useful Life 2022 2021 (In thousands) Customer relationships 10 - 20 years $ 346,354 $ 237,856 Transportation agreements 30 years 59,933 59,933 Trademarks, patents and other 10 - 20 years 261,678 157,392 667,965 455,181 Accumulated amortization ( 204,239 ) ( 156,123 ) Total intangibles, net $ 463,726 $ 299,058 Amortization expense was $ 51.0 million, $ 35.6 million and $ 34.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated future amortization expense related to the intangible assets at December 31, 2022 is as follows: (In thousands) 2023 $ 55,293 2024 $ 55,293 2025 $ 55,293 2026 $ 46,530 2027 $ 44,317 109 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued NOTE 12: Environmental We expensed $ 13.4 million, $ 7.8 million and $ 7.1 million for the years ended December 31, 2022, 2021 and 2020, respectively, for environmental remediation obligations. The accrued environmental liability reflected on our consolidated balance sheets was $ 192.3 million and $ 117.2 million at December 31, 2022 and 2021, respectively, of which $ 170.0 million and $ 99.1 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. Accrued environmental liabilities assumed in the Sinclair Transactions were $ 72.2 million at the acquisition date and an associated receivable from third parties of $ 21.5 million. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated. NOTE 13: Debt HF Sinclair Credit Agreement On April 27, 2022, after giving effect to the consummation of the exchange offers and the issuance of the HF Sinclair Senior Notes (as defined below), HF Sinclair entered into a $ 1.65 billion senior unsecured revolving credit facility m aturing in April 2026 (the “HF Sinclair Credit Agreement”). The HF Sinclair Credit Agreement may be used for revolving credit loans and letters of credit from time to time and is available to fund general corporate purposes. The HF Sinclair Credit Agreement replaced the $ 1.35 billion senior unsecured credit facility of HollyFrontier, which was terminated on April 27, 2022. At December 31, 2022, we were in compliance with all covenants, had no outstanding borrowings and had outstanding letters of credit totaling $ 2.3 million under the HF Sinclair Credit Agreement. Indebtedness under the HF Sinclair Credit Agreement bears interest, at our option based on the currency of such indebtedness at either (a) a base rate equal to the highest of the Federal Funds Effective Rate (as defined in the HF Sinclair Credit Agreement) plus half of 1%, Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) for a one-month interest period plus 1 % and the prime rate (as publicly announced from time to time by the administrative agent), as applicable, plus an applicable margin (ranging from 0.25 % - 1.125 %), (b) the CDOR Rate (as defined in the HF Sinclair Credit Agreement) plus an applicable margin (ranging from 1.25 % to 2.125 %), (c) the Spread Adjusted Term SOFR (as defined in the HF Sinclair Credit Agreement) plus an applicable margin (ranging from 1.25 % to 2.125 %) or (d) the Daily Simple RFR (as defined in the HF Sinclair Credit Agreement) plus an applicable margin (ranging from 1.25 % to 2.125 %). In each case, the applicable margin is based on HF Sinclair's debt rating assigned by Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc. HEP Credit Agreement HEP has a $ 1.2 billion senior secured revolving credit facility maturity in July 2025 (the “HEP Credit Agreement”). In August 2022, the HEP Credit Agreement was amended to, among other things, provide an alternative reference rate for LIBOR. The HEP Credit Agreement is available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general partnership purposes. It is also available to fund letters of credit up to a $ 50 million sub-limit and has an accordion feature that allows HEP to increase the commitments under the HEP Credit Agreement up to a maximum amount of $ 1.7 billion. At December 31, 2022, HEP was in compliance with all of its covenants, had outstanding borrowings of $ 668.0 million and no outstanding letters of credit under the HEP Credit Agreement. Prior to the Investment Grade Date (as defined in the HEP Credit Agreement), indebtedness under the HEP Credit Agreement bears interest, at HEP’s option, at either (a) the Alternate Base Rate (as defined in the HEP Credit Agreement) plus an applicable margin (ranging from 0.75 % - 1.75 %) or (b) Adjusted Term SOFR (as defined in the HEP Credit Agreement) plus an applicable margin (ranging from 1.75 % - 2.75 %). In each case, the applicable margin is based upon HEP’s Total Leverage Ratio (as defined in the HEP Credit Agreement). The weighted average interest rate in effect under the HEP Credit Agreement on HEP’s borrowings was 6.32 % and 2.35 % as of December 31, 2022 and 2021, respectively. HEP’s obligations under the HEP Credit Agreement are collateralized by substantially all of HEP’s assets and are guaranteed by HEP's material 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. 110 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued HollyFrontier Bond Exchange and HF Sinclair Senior Notes On April 27, 2022, HF Sinclair completed its offers to exchange any and all outstanding HollyFrontier 2.625 % senior notes maturing October 2023 (the “HollyFrontier 2.625 % Senior Notes”), 5.875 % senior notes maturing April 2026 (the “HollyFrontier 5.875 % Senior Notes”) and 4.500 % senior notes maturing October 2030 (the “HollyFrontier 4.500 % Senior Notes”) (and, collectively, the “HollyFrontier Senior Notes”) for 2.625 % senior notes maturing October 2023 (the “HF Sinclair 2.625 % Senior Notes”), 5.875 % senior notes maturing April 2026 (the “HF Sinclair 5.875 % Senior Notes”) and 4.500 % senior notes maturing October 2030 (the “HF Sinclair 4.500 % Senior Notes”) (and, collectively, the “HF Sinclair Senior Notes”) to be issued by HF Sinclair and cash. Additionally, HF Sinclair solicited consents to adopt certain amendments to the indenture governing the HollyFrontier Senior Notes. In connection with the exchange offers and consent solicitations, HollyFrontier amended the indenture governing the HollyFrontier Senior Notes to eliminate (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the SEC reporting covenant and (iv) with respect to the HollyFrontier 2.625 % Senior Notes and the HollyFrontier 4.500 % Senior Notes only, the offer to repurchase such senior notes upon certain change of control triggering events. The HF Sinclair Senior Notes are unsecured and unsubordinated obligations of ours and rank equally with all our other existing and future unsecured and unsubordinated indebtedness. Each series of HF Sinclair Senior Notes has the same interest rate (including interest rate adjustment provisions, as applicable), interest payment dates, maturity date and redemption terms as the corresponding series of HollyFrontier Senior Notes. The HF Sinclair Senior Notes were issued in exchange for the HollyFrontier Senior Notes pursuant to a private exchange offer exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). On September 12, 2022, HF Sinclair filed a registration statement, which was declared effective on September 21, 2022, to exchange the HF Sinclair Senior Notes for an equal principal amount of the respective series of the HF Sinclair Senior Notes (the “Registered HF Sinclair Senior Notes”). The Registered HF Sinclair Senior Notes are substantially identical to the HF Sinclair Senior Notes in all material respects except the Registered HF Sinclair Senior Notes are registered under the Securities Act and will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the Registration Rights Agreement, dated April 27, 2022, and will not have the registration rights applicable to the HF Sinclair Senior Notes. On October 21, 2022, HF Sinclair completed its offers to exchange HF Sinclair Senior Notes for Registered HF Sinclair Senior Notes. Further, we may from time to time seek to retire some or all of our outstanding debt or 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. During the fourth quarter of 2022, we made open market repurchases of HF Sinclair 2.625 % Senior Notes and HollyFrontier 2.625 % Senior Notes that resulted in the extinguishment of $ 42.2 million in principal of the HF Sinclair 2.625 % Senior Notes and fifteen thousand dollars in principal of the HollyFrontier 2.625 % Senior Notes. Total cash consideration paid to repurchase the principal amount outstanding, excluding accrued interest, totaled $ 41.4 million, and we recognized a $ 0.6 million gain on the extinguishment of debt during the year ended December 31, 2022. 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 and then leased back the precious metals catalyst in exchange for cash. The volume of the precious metals catalyst and the lease rate are fixed over the term of each lease, and the lease payments are recorded as interest expense. The current leases mature in one year or less. Upon maturity, we must either satisfy the obligation at fair market value or refinance to extend the maturity. These financing arrangements are recorded at a Level 2 fair value totaling $ 39.8 million and $ 37.4 million at December 31, 2022 and 2021, respectively, and are included in “Accrued liabilities” on our consolidated balance sheets. See Note 6 for additional information on Level 2 inputs. 111 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued HEP Senior Notes In February 2020, HEP closed a private placement of $ 500.0 million in aggregate principal amount of 5.0 % HEP senior unsecured notes maturing in February 2028 (the “HEP 5.0 % Senior Notes”). Subsequently, in February 2020, HEP redeemed its existing $ 500.0 million aggregate principal amount of 6.0 % senior notes maturing August 2024 at a redemption cost of $ 522.5 million. HEP recognized a $ 25.9 million early extinguishment loss consisting of a $ 22.5 million debt redemption premium and unamortized discount and financing costs of $ 3.4 million. On April 8, 2022, HEP closed a private placement of $ 400.0 million in aggregate principal amount of 6.375 % senior notes maturing April 2027 (the “HEP 6.375 % Senior Notes”) at par for net proceeds of approximately $ 393.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The net proceeds from the offering of the HEP 6.375 % Senior Notes were used to partially repay outstanding borrowings under the HEP Credit Agreement. The HEP 5.0 % Senior Notes and the HEP 6.375 % Senior Notes (collectively, 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. HEP was in compliance with the restrictive covenants for the HEP Senior Notes as of December 31, 2022. At any time when the HEP Senior Notes are rated investment grade by either Moody’s Investor Service, Inc. or S&P Global Ratings 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 at varying premiums over face value under the HEP Senior Notes. Indebtedness under the HEP Senior Notes is guaranteed by HEP’s wholly-owned subsidiaries. HEP’s creditors have no recourse to our assets. Furthermore, our creditors have no recourse to the assets of HEP and its consolidated subsidiaries. 112 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The carrying amounts of outstanding debt are as follows: December 31, 2022 2021 (In thousands) HollyFrontier 2.625 % Senior Notes $ 59,637 $ 350,000 5.875 % Senior Notes 202,900 1,000,000 4.500 % Senior Notes 74,966 400,000 337,503 1,750,000 HF Sinclair 2.625 % Senior Notes $ 248,190 $ — 5.875 % Senior Notes 797,100 — 4.500 % Senior Notes 325,034 — 1,370,324 — Less current debt (1) ( 306,959 ) — Unamortized discount and debt issuance costs (1) ( 8,689 ) ( 10,312 ) Total HF Sinclair long-term debt 1,392,179 1,739,688 HEP Credit Agreement 668,000 840,000 HEP 5.000 % Senior Notes 500,000 500,000 6.375 % Senior Notes 400,000 — 900,000 500,000 Unamortized discount and debt issuance costs ( 11,666 ) ( 6,951 ) Total HEP long-term debt 1,556,334 1,333,049 Total long-term debt $ 2,948,513 $ 3,072,737 (1) The 2.625 % HollyFrontier Senior Notes and HF Sinclair 2.625 % Senior Notes, inclusive of unamortized discount and debt issuance costs of $ 0.9 million, are due October 2023 and are classified as Current debt as of December 31, 2022 on our consolidated balance sheets. The fair values of the senior notes are as follows: December 31, 2022 2021 (In thousands) HollyFrontier and HF Sinclair Senior Notes $ 1,655,726 $ 1,912,753 HEP Senior Notes $ 852,658 $ 502,705 These fair values are based on a Level 2 input. See Note 6 for additional information on Level 2 inputs. 113 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Principal maturities of outstanding debt as of December 31, 2022 are as follows: Years Ending December 31, (In thousands) 2023 $ 307,827 2024 — 2025 668,000 2026 1,000,000 2027 400,000 Thereafter 900,000 Total $ 3,275,827 NOTE 14: 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, collar contracts, forward purchase and sales and futures contracts to mitigate price exposure with respect to our inventory positions, natural gas purchases, sales prices of refined products and crude oil costs. Foreign Currency Risk Management We are exposed to market risk related to the volatility in foreign currency exchange rates. We periodically enter into derivative contracts in the form of foreign exchange forward contracts to mitigate the exposure associated with fluctuations on intercompany notes with our foreign subsidiaries that are not denominated in the U.S. dollar. Accounting Hedges We had swap contracts serving as cash flow hedges against price risk on forecasted purchases of natural gas that matured as of December 31, 2021. We also periodically have swap contracts to lock in basis spread differentials on forecasted purchases of crude oil and forward sales contracts that lock in the prices of future sales of crude oil and refined product. These contracts have been designated as accounting hedges and are measured at fair value with offsetting adjustments (gains/losses) recorded directly to other comprehensive income (loss). These fair value adjustments are later reclassified to earnings as the hedging instruments mature. The following table presents the pre-tax effect on other comprehensive income (“OCI”) and earnings due to fair value adjustments and maturities of hedging instruments under hedge accounting: Net Unrealized Gain (Loss) Recognized in OCI Gain (Loss) Reclassified into Earnings Derivatives Designated as Cash Flow Hedging Instruments Years Ended December 31, Statement of Operations Location Years Ended December 31, 2022 2021 2020 2022 2021 2020 (In thousands) Commodity contracts $ 326 $ 31 $ ( 4,871 ) Sales and other revenues $ ( 5,288 ) $ ( 19,239 ) $ ( 5,168 ) Cost of products sold — — 4,281 Operating expenses — 1,660 ( 1,717 ) Total $ 326 $ 31 $ ( 4,871 ) $ ( 5,288 ) $ ( 17,579 ) $ ( 2,604 ) 114 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Economic Hedges We have commodity contracts including NYMEX futures contracts to lock in prices on forecasted purchases and sales of inventory, collar contracts and basis swap contracts to mitigate exposure to natural gas price volatility and forward purchase and sell contracts of refined products, as well as periodically have contracts to lock in basis spread differentials on forecasted purchases of crude oil and swap contracts to lock in the crack spread of WTI and gasoline, that serve as economic hedges (derivatives used for risk management, but not designated as accounting hedges). We also have forward currency contracts to fix the rate of foreign currency. In addition, our catalyst financing arrangements discussed in Note 13 could require repayment under certain conditions based on the future pricing of platinum, which is an embedded derivative. These contracts are measured at fair value with offsetting adjustments (gains/losses) recorded directly to earnings. The following table presents the pre-tax effect on earnings due to maturities and fair value adjustments of our economic hedges: Gain (Loss) Recognized in Earnings Derivatives Not Designated as Hedging Instruments Years Ended December 31, Statement of Operations Location 2022 2021 2020 (In thousands) Commodity contracts Cost of products sold $ ( 17,189 ) $ ( 22,909 ) $ 18,646 Operating expenses ( 13,780 ) — — Interest expense ( 4,420 ) 11,816 ( 4,250 ) Foreign currency contracts Gain (loss) on foreign currency transactions 27,826 ( 4,013 ) ( 7,300 ) Total $ ( 7,563 ) $ ( 15,106 ) $ 7,096 As of December 31, 2022, we have the following notional contract volumes related to outstanding derivative instruments (all maturing in 2023): Total Outstanding Notional Unit of Measure Derivatives not designated as hedging instruments: NYMEX futures (WTI) - short 845,000 Barrels Forward gasoline and diesel contracts - long 425,000 Barrels Foreign currency forward contracts 432,161,594 U. S. dollar Forward commodity contracts (platinum) 36,969 Troy ounces Natural gas price swaps (basis spread) - long 5,110,000 MMBTU Natural gas collar contracts 29,200,000 MMBTU 115 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued 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 on 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) December 31, 2022 Derivatives not designated as cash flow hedging instruments: NYMEX futures contracts $ — $ — $ — $ 2,750 $ — $ 2,750 Commodity price swap contracts 342 — 342 — — — Commodity collar contracts — — — 6,275 — 6,275 Commodity forward contracts 2,949 — 2,949 2,987 — 2,987 Foreign currency forward contracts 15,359 — 15,359 — — — $ 18,650 $ — $ 18,650 $ 12,012 $ — $ 12,012 Total net balance $ 18,650 $ 12,012 Balance sheet classification: Prepayment and other $ 18,650 Accrued liabilities $ 12,012 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, 2021 Derivatives designated as cash flow hedging instruments: Commodity forward contracts — — — 238 — 238 $ — $ — $ — $ 238 $ — $ 238 Derivatives not designated as cash flow hedging instruments: NYMEX futures contracts $ — $ — $ — $ 1,269 $ — $ 1,269 Commodity forward contracts 286 — 286 328 — 328 Foreign currency forward contracts 7,494 ( 1,317 ) 6,177 — — — $ 7,780 $ ( 1,317 ) $ 6,463 $ 1,597 $ — $ 1,597 Total net balance $ 6,463 $ 1,835 Balance sheet classification: Prepayments and other $ 6,463 Accrued liabilities $ 1,835 116 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued NOTE 15: Income Taxes The provision for income taxes is comprised of the following: Years Ended December 31, 2022 2021 2020 (In thousands) Current Federal $ 674,977 $ ( 33,206 ) $ ( 59,452 ) State 108,993 ( 1,802 ) ( 5,391 ) Foreign 57,734 30,336 9,423 Deferred Federal 38,535 94,353 ( 64,836 ) State 21,121 1,386 ( 52,872 ) Foreign ( 6,488 ) 32,831 ( 59,019 ) $ 894,872 $ 123,898 $ ( 232,147 ) The statutory federal income tax rate applied to pre-tax book income reconciles to income tax expense (benefit) as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Tax computed at statutory rate $ 826,570 $ 165,302 $ ( 156,880 ) State income taxes, net of federal tax benefit 123,442 13,588 ( 41,566 ) Noncontrolling interest in net income ( 28,726 ) ( 25,931 ) ( 21,799 ) Effect of change in state rate ( 15,800 ) ( 13,342 ) — CARES Act benefits — ( 10,384 ) ( 19,837 ) Foreign rate differential 6,608 331 ( 14,294 ) Federal tax credits ( 23,853 ) ( 29,777 ) — US tax on non-US operations 12,920 18,547 — Effect of nondeductible goodwill impairment charge — — 16,573 Other ( 6,289 ) 5,564 5,656 $ 894,872 $ 123,898 $ ( 232,147 ) 117 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Our deferred income tax assets and liabilities as of December 31, 2022 and 2021 are as follows: December 31, 2022 Assets Liabilities Total (In thousands) Deferred income taxes Properties, plants, equipment and intangibles (due primarily to tax in excess of book depreciation) $ — $ ( 1,032,048 ) $ ( 1,032,048 ) Lease obligation 129,727 — 129,727 Accrued employee benefits 17,665 — 17,665 Accrued post-retirement benefits 9,951 — 9,951 Accrued environmental costs 37,868 — 37,868 Hedging instruments 3,260 — 3,260 Inventory differences — ( 230,112 ) ( 230,112 ) Deferred turnaround costs — ( 88,574 ) ( 88,574 ) Net operating loss and tax credit carryforwards 27,963 — 27,963 Investment in HEP — ( 134,160 ) ( 134,160 ) Valuation allowance — ( 3,691 ) ( 3,691 ) Other — ( 14 ) ( 14 ) Total $ 226,434 $ ( 1,488,599 ) $ ( 1,262,165 ) December 31, 2021 Assets Liabilities Total (In thousands) Deferred income taxes Properties, plants, equipment and intangibles (due primarily to tax in excess of book depreciation) $ — $ ( 741,970 ) $ ( 741,970 ) Lease obligation 131,567 — 131,567 Accrued employee benefits 17,322 — 17,322 Accrued post-retirement benefits 10,897 — 10,897 Accrued environmental costs 26,999 — 26,999 Hedging instruments — ( 652 ) ( 652 ) Inventory differences — ( 148,539 ) ( 148,539 ) Deferred turnaround costs — ( 100,585 ) ( 100,585 ) Net operating loss and tax credit carryforwards 63,967 — 63,967 Investment in HEP — ( 94,486 ) ( 94,486 ) Valuation allowance — ( 3,165 ) ( 3,165 ) Other 1,244 — 1,244 Total $ 251,996 $ ( 1,089,397 ) $ ( 837,401 ) We have tax benefits attributable to net operating losses of $ 16.9 million in Luxembourg that can be carried forward 16 years which will begin expiring in 2034 . We also have tax benefits attributable to net operating losses of $ 6.9 million in the Netherlands that can be carried forward indefinitely. We have reflected a valuation allowance of $ 3.7 million in 2022 and $ 3.2 million in 2021 with respect to net operating carryforwards that primarily relate to losses in Luxembourg and China. 118 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Balance at January 1 $ 54,605 $ 54,899 $ 56,621 Additions for tax positions of prior years — — 6 Reductions for tax positions of prior years ( 53,023 ) ( 49 ) ( 1,500 ) Settlements — ( 125 ) — Lapse of statute of limitations ( 228 ) ( 120 ) ( 228 ) Balance at December 31 $ 1,354 $ 54,605 $ 54,899 At December 31, 2022, 2021 and 2020, there were $ 1.4 million, $ 54.6 million, and $ 54.9 million, respectively, of unrecognized tax benefits that, if recognized, would affect our effective tax rate. Unrecognized tax benefits are adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the amount recorded. Approximately $ 0.7 million of the unrecognized tax benefits relates to claims filed with the IRS on the federal income tax treatment of refundable biodiesel/ethanol blending tax credits for prior years. We filed suit related to these claims in the Federal District Court of Dallas in March of 2022; the suit was stayed pending the outcome of controlling cases in the U.S. Court of Appeals for the Fifth Circuit, which were decided in favor of the IRS and were not appealed. As such precedence is controlling for us, we intend to file a motion to dismiss the suit in the Federal District Court of Dallas in early 2023 and have reduced our unrecognized tax benefits by the expected unrecoverable amount. We recognize interest and penalties relating to liabilities for unrecognized tax benefits as an element of tax expense. We have not recorded any penalties related to our uncertain tax positions as we believe that it is more likely than not that there will not be any assessment of penalties. We are subject to U.S. and Canadian federal income tax, Oklahoma, Kansas, New Mexico, Iowa, Arizona, Utah, Colorado and Nebraska income tax and to income tax of multiple other state jurisdictions. We have substantially concluded all state and local income tax matters for tax years through 2018. Other than the federal claim noted above and to the extent of the federal net operating loss carried back to 2015 from 2020, we have materially concluded all U.S. federal income tax matters for tax years through December 31, 2018. We are currently under audit with the Canada Revenue Agency for the 2018 tax year, and during the fourth quarter of 2022, an IRS audit was initiated for the federal income tax returns for the 2020 and 2021 tax years. NOTE 16: Stockholders' Equity As a result of the HFC Transactions, discussed in Note 2, each share of HollyFrontier common stock issued and outstanding immediately prior to the closing of the HFC Transactions (other than treasury shares which were cancelled pursuant to the Business Combination Agreement) was automatically converted into one validly issued, fully paid and non-assessable share of HF Sinclair common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as a share of HollyFrontier common stock immediately prior to the closing of the HFC Transactions. In November 2019, our Board of Directors approved a $ 1.0 billion share repurchase program, which replaced all existing share repurchase programs as of that time, authorizing us to repurchase common stock in the open market or through privately negotiated transactions. In June 2022, our Board of Directors determined that privately negotiated repurchases from REH Company (formerly known as The Sinclair Companies) are also authorized under the share repurchase program, subject to REH Company’s interest in selling its shares and other limitations. As of December 31, 2022, we had repurchased $ 975.0 million under this share repurchase program, of which $ 500.0 million were repurchased pursuant to privately negotiated repurchases from REH Company. 119 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued On September 21, 2022, our Board of Directors approved a new $ 1.0 billion share repurchase program, which, effective September 26, 2022, replaced all existing share repurchase programs, including $ 25.0 million remaining under the previously existing $ 1.0 billion share repurchase program. This new share repurchase program authorizes us to repurchase common stock in the open market or through privately negotiated transactions. Privately negotiated repurchases from REH Company are also authorized under the share repurchase program, subject to REH Company’s interest in selling its shares and other limitations. The timing and amount of share repurchases, including those from REH Company, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. This program may be discontinued at any time by our Board of Directors. As of December 31, 2022, we repurchased $ 338.0 million under this new share repurchase program, of which $ 250.0 million was pursuant to a privately negotiated repurchase from REH Company. In addition, we are authorized by our Board of Directors to repurchase shares in an amount sufficient to offset shares issued under our compensation programs. During the year ended December 31, 2022, we made open market and privately negotiated purchases of 25,716,042 shares for $ 1,313.0 million under our share repurchase programs, of which 14,407,274 shares were repurchased for $ 750.0 million pursuant to privately negotiated repurchases from REH Company. As of December 31, 2022 we had remaining authorization to repurchase up to $ 662.0 million under the new share repurchase program, of which we repurchased 913,883 shares for $ 48.0 million year-to-date February 15, 2023. On December 14, 2022, we agreed to repurchase an aggregate of 1,000,000 shares of our outstanding common stock from a registered broker for an aggregate purchase price of $ 48.6 million (the “December Repurchase”). The purchase price was funded with cash on hand. The shares repurchased are held as treasury stock. The December Repurchase was made in connection with the sale by REH Company of approximately 5,000,000 shares of common stock, inclusive of the 1,000,000 shares we repurchased, in an unregistered block trade permitted under applicable securities laws (such sale, the “Sale”). In connection with the Sale, REH Company agreed to customary “lock-up” restrictions that will expire 60 days following the date of the Sale, subject to waiver by the broker and certain exceptions, including, but not limited to, privately negotiated sales or transfers of common stock to us from REH Company. The December Repurchase was made pursuant to separate authorization from our Board of Directors and not as part of our $ 1.0 billion share repurchase program authorized by our Board of Directors on September 21, 2022, and accordingly, did not reduce the remaining authorization thereunder. During the years ended December 31, 2022, 2021 and 2020, we withheld 278,025 , 217,151 , and 283,047 shares, respectively, of our common stock from certain employees in the amounts of $ 16.5 million, $ 7.1 million and $ 7.6 million, respectively. These withholdings were made under the terms of restricted stock unit and performance share unit agreements upon vesting, at which time, we concurrently made cash payments to fund payroll and income taxes on behalf of officers and employees who elected to have shares withheld from vested amounts to pay such taxes. 120 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued NOTE 17: 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) Year Ended December 31, 2022 Net change in foreign currency translation adjustment $ ( 32,383 ) $ ( 6,817 ) $ ( 25,566 ) Net unrealized gain on hedging instruments 326 67 259 Net change in pension and other post-retirement benefit obligations 789 166 623 Other comprehensive loss attributable to HF Sinclair stockholders $ ( 31,268 ) $ ( 6,584 ) $ ( 24,684 ) Year Ended December 31, 2021 Net change in foreign currency translation adjustment $ ( 13,336 ) $ ( 2,793 ) $ ( 10,543 ) Net unrealized gain on hedging instruments 31 8 23 Net change in pension and other post-retirement benefit obligations ( 457 ) ( 186 ) ( 271 ) Other comprehensive loss attributable to HF Sinclair stockholders $ ( 13,762 ) $ ( 2,971 ) $ ( 10,791 ) Year Ended December 31, 2020 Net change in foreign currency translation adjustment $ 6,226 $ 1,357 $ 4,869 Net unrealized loss on hedging instruments ( 4,871 ) ( 1,228 ) ( 3,643 ) Net change in pension and other post-retirement benefit obligations ( 3,461 ) ( 923 ) ( 2,538 ) Other comprehensive loss attributable to HF Sinclair stockholders $ ( 2,106 ) $ ( 794 ) $ ( 1,312 ) 121 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The following table presents the statement of operations line item effects for reclassifications out of accumulated other comprehensive income (“AOCI”): AOCI Component Gain (Loss) Reclassified From AOCI Statement of Operations Line Item Years Ended December 31, 2022 2021 2020 (In thousands) Hedging instruments: Commodity price swaps $ ( 5,288 ) $ ( 19,239 ) $ ( 5,168 ) Sales and other revenues — — 4,281 Cost of products sold — 1,660 ( 1,717 ) Operating expenses ( 5,288 ) ( 17,579 ) ( 2,604 ) ( 1,282 ) ( 4,430 ) ( 664 ) Income tax benefit ( 4,006 ) ( 13,149 ) ( 1,940 ) Net of tax Other post-retirement benefit obligations: Pension obligations 208 407 422 Other, net 50 103 108 Income tax expense 158 304 314 Net of tax Post-retirement healthcare obligations 3,440 3,328 3,564 Other, net 834 839 909 Income tax expense 2,606 2,489 2,655 Net of tax Retirement restoration plan ( 39 ) ( 39 ) ( 22 ) Other, net ( 9 ) ( 10 ) ( 6 ) Income tax benefit ( 30 ) ( 29 ) ( 16 ) Net of tax Total reclassifications for the period $ ( 1,272 ) $ ( 10,385 ) $ 1,013 Accumulated other comprehensive income (loss) in the equity section of our consolidated balance sheets includes: Years Ended December 31, 2022 2021 (In thousands) Foreign currency translation adjustment $ ( 33,427 ) $ ( 7,861 ) Unrealized gain (loss) on pension obligations ( 2,661 ) 1,449 Unrealized gain on post-retirement benefit obligations 14,075 9,342 Unrealized loss on hedging instruments — ( 259 ) Accumulated other comprehensive income (loss) $ ( 22,013 ) $ 2,671 NOTE 18: Pension and Post-retirement Plans Certain PCLI employees are participants in union and non-union pension plans, which are closed to new entrants. Effective June 30, 2022, we ceased to accrue additional benefits under these plans, at which time the plan was fully frozen. We expect that benefits will be settled by the end of 2024, at which point settlement accounting will occur. In addition, Sonneborn employees in the Netherlands have a defined benefit pension plan which was frozen and all plan participants became inactive in 2016. The plan assets are in the form of a third-party insurance contract that is valued based on the assets held by the insurer and insures a value which approximates the accrued benefits related to the plan’s accumulated benefit obligation. At that time, a new plan was established to provide future indexation benefits to participants who had accrued benefits under the expiring arrangements. 122 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The following table sets forth the changes in the benefit obligation and plan assets of our PCLI pension plans and Sonneborn Netherlands plans for the years ended December 31, 2022 and 2021. Years Ended December 31, 2022 2021 (In thousands) Change in plans' benefit obligations Pension plans benefit obligation - beginning of period $ 120,414 $ 126,620 Service cost 1,839 4,455 Interest cost 3,086 2,740 Actuarial gain ( 25,605 ) ( 7,363 ) Benefits paid ( 2,306 ) ( 4,211 ) Transfer from other plans 164 706 Foreign currency exchange rate changes ( 7,149 ) ( 2,533 ) Pension plans benefit obligation - end of year $ 90,443 $ 120,414 Change in pension plans assets Fair value of plans assets - beginning of period $ 119,325 $ 123,950 Return on plans assets ( 26,218 ) ( 2,228 ) Employer contributions 3,486 3,542 Benefits paid ( 2,306 ) ( 4,211 ) Transfer payments 164 706 Foreign currency exchange rate changes ( 6,985 ) ( 2,434 ) Fair value of plans assets - end of year $ 87,466 $ 119,325 Funded status Under-funded balance $ ( 2,977 ) $ ( 1,089 ) Amounts recognized in consolidated balance sheets Other long-term liabilities $ ( 2,977 ) $ ( 1,089 ) Amounts recognized in accumulated other comprehensive income (loss) Cumulative actuarial loss $ ( 3,872 ) $ ( 1 ) The accumulated benefit obligation was $ 90.4 million and $ 118.4 million at December 31, 2022 and 2021, respectively, which are also the measurement dates used for our pension plans. The following tables provide information regarding pension plans with a projected benefit obligation and accumulated benefit obligation in excess of the fair value of plan assets: December 31, 2022 2021 (In thousands) Projected benefit obligation $ 90,443 $ 35,963 Fair value of plan assets $ 87,466 $ 33,966 December 31, 2022 2021 (In thousands) Accumulated benefit obligation $ 90,443 $ 35,249 Fair value of plan assets $ 87,466 $ 33,966 123 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The weighted average assumption used to determine the end of period benefit obligation for the PCLI plans for the year ended December 31, 2022 were discount rates of 3.70 % to 4.44 %. The weighted average assumptions used to determine the end of period benefit obligation for the PCLI plans for the year ended December 31, 2021 were a discount rate 3.00 % and the rate of future compensation increases of 3.00 %. For the years ended December 31, 2022 and 2021, the weighted average assumption used to determine end of period benefit obligations for Sonneborn were discount rates of 4.20 % and 1.40 %, respectively. Net periodic pension expense consisted of the following components: Years Ended December 31, 2022 2021 2020 (In thousands) Service cost - benefit earned during the period $ 1,839 $ 4,455 $ 3,929 Interest cost on projected benefit obligations 3,086 2,740 2,772 Expected return on plans assets ( 3,223 ) ( 3,031 ) ( 4,578 ) Amortization of gain ( 208 ) ( 407 ) ( 422 ) Curtailment — — ( 137 ) Contractual termination benefits — — 915 Net periodic pension expense $ 1,494 $ 3,757 $ 2,479 The components, other than service cost, of our net periodic pension expense are recorded in Other, net on our consolidated statements of operations. The following table presents the fair values of PCLI’s pension plans’ assets, by level within the fair value hierarchy, as of December 31, 2022 and 2021. December 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Equity securities $ — $ — $ — $ — $ — $ 6,802 $ — $ 6,802 Fixed income 457 66,295 — 66,752 536 78,021 — 78,557 $ 457 $ 66,295 $ — $ 66,752 $ 536 $ 84,823 $ — $ 85,359 See Note 6 for additional information on Level 1 and 2 inputs. The expected long-term rate of return on plan assets is 3.50 % for the PCLI pension plans and is based on a target investment of 100 % in fixed income. We expect to contribute $ 1.5 million to the PCLI and Sonneborn pensions plans in 2023. Benefit payments, which reflect expected future service, are expected to be paid as follows: $ 3.6 million in 2023, $ 67.6 million in 2024, $ 0.8 million in 2025, $ 0.8 million in 2026, $ 0.9 million in 2027 and $ 5.4 million in 2028 to 2032. Benefit payments expected to be paid in 2024 include the estimate of the net present value of all expected benefit payments to be paid out once the PCLI union and non-union pension plans windup has been finalized. Post-retirement Healthcare Plans We have post-retirement healthcare and other benefits plans that are available to certain of our employees who satisfy certain age and service requirements. These plans are unfunded and provide differing levels of healthcare benefits dependent upon hire date and work location. Not all of our employees are covered by these plans at December 31, 2022. 124 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The following table sets forth the changes in the benefit obligation and plan assets of our post-retirement healthcare plans for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (In thousands) Change in plans' benefit obligation Post-retirement plans' benefit obligation - beginning of year $ 34,816 $ 33,478 Service cost 2,081 2,324 Interest cost 990 782 Benefits paid ( 582 ) ( 706 ) Actuarial gain ( 7,884 ) ( 1,133 ) Foreign currency exchange rate changes ( 743 ) 71 Post-retirement plans' benefit obligation - end of year $ 28,678 $ 34,816 Change in plan assets Fair value of plan assets - beginning of year $ — $ — Employer contributions 572 673 Participant contributions 10 33 Benefits paid ( 582 ) ( 706 ) Fair value of plan assets - end of year $ — $ — Funded status Under-funded balance $ ( 28,678 ) $ ( 34,816 ) Amounts recognized in consolidated balance sheets Accrued liabilities $ ( 1,706 ) $ ( 832 ) Other long-term liabilities ( 26,972 ) ( 33,984 ) $ ( 28,678 ) $ ( 34,816 ) Amounts recognized in accumulated other comprehensive income (loss) Cumulative actuarial gain (loss) $ 7,603 $ ( 271 ) Prior service credit 11,550 15,031 Total $ 19,153 $ 14,760 Benefit payments, which reflect expected future service, are expected to be paid as follows: $ 1.7 million in 2023; $ 2.3 million in 2024; $ 2.5 million in 2025; $ 2.5 million in 2026; $ 2.5 million in 2027; and $ 12.5 million in 2028 through 2032. The weighted average assumptions used to determine end of period benefit obligations: December 31, 2022 2021 Discount rate 4.95 %- 5.10 % 2.29 % - 3.10 % Current health care trend rate 6.00 %- 7.00 % 6.00 % - 7.25 % Ultimate health care trend rate 4.00 %- 4.00 % 4.00 % - 4.50 % Year rate reaches ultimate trend rate 2027 - 2041 2023 - 2041 125 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Net periodic post-retirement credit consisted of the following components: Years Ended December 31, 2022 2021 2020 (In thousands) Service cost – benefit earned during the year $ 2,081 $ 2,324 $ 1,616 Interest cost on projected benefit obligations 990 782 870 Amortization of prior service credit ( 3,472 ) ( 3,481 ) ( 3,481 ) Amortization of (gain) loss 32 153 ( 83 ) Net periodic post-retirement credit $ ( 369 ) $ ( 222 ) $ ( 1,078 ) The components, other than service cost, of our net periodic post-retirement credit are recorded in Other, net on our consolidated statements of operations. Prior service credits are amortized over the average remaining effective period to obtain full benefit eligibility for participants. Retirement Restoration Plan We have an unfunded retirement restoration plan that provides for additional payments from us so that total retirement plan benefits for certain executives will be maintained at the levels provided in the retirement plan before the application of Internal Revenue Code limitations. We expensed $ 0.1 million for each of the years ended December 31, 2022, 2021 and 2020 in connection with this plan. The accrued liability reflected on the consolidated balance sheets was $ 1.8 million and $ 2.3 million at December 31, 2022 and 2021, respectively. As of December 31, 2022, the projected benefit obligation under this plan was $ 1.8 million. Annual benefit payments of $ 0.2 million are expected to be paid through 2032, which reflect expected future service. Defined Contribution Plans We have defined contribution plans that cover substantially all qualified employees in the U.S, Canada and the Netherlands. Our contributions are based on an employee's eligible compensation and years of service. We also partially match our employees’ contributions. We expense d $ 73.7 million , $ 45.0 million and $ 43.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, in connection with these plans. NOTE 19: Contingencies and Contractual Commitments 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. During the year ended December 31, 2022, we recognized a gain of $ 15.2 million, which is reflected in our Corporate and Other segment, from the settlement of our business interruption claim related to winter storm Uri that occurred in the first quarter of 2021. We filed a business interruption claim with our insurance carriers related to a loss at our Woods Cross Refinery that occurred in the first quarter 2018. During the year ended December 31, 2020, we reached a final settlement agreement regarding the amounts owed to us pursuant to our business interruption coverage, and we recognized a gain of $ 81.0 million, which is reflected in our Corporate and Other segment. 126 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Pursuant to the Business Combination Agreement, all pre-closing RINs obligations of REH Company’s subsidiaries (which are now subsidiaries of HF Sinclair as a result of the HFC Transactions) remain with REH Company. REH Company is required to transfer to HF Sinclair the number of each applicable type of RIN required for REH Company to demonstrate compliance for any pre-closing obligations it retained by the deadlines set forth in the Business Combination Agreement. If REH Company does not deliver all the required RINs by the applicable deadline, then, within five days following the delivery of an invoice therefor, REH Company is required to pay to HF Sinclair the amount of all out-of-pocket costs and expenses incurred by HF Sinclair to comply with REH Company’s pre-closing obligations prior to such deadline, including the price of any RINs purchased by HF Sinclair. In relation to this, 2,570,000 shares of HF Sinclair common stock and 5,290,000 HEP common units, in each case, out of the purchase consideration paid to REH Company, are held in escrow to secure REH Company’s RINs credit obligations under the Business Combination Agreement. HF Sinclair, and not HEP, would be entitled to the HEP common units held in escrow in the event of REH Company’s breach of its RINs credit obligations under the Business Combination Agreement. During 2017, 2018 and 2019, the EPA granted the Cheyenne Refinery and the refinery in Woods Cross, Utah (the “Woods Cross Refinery”) each a one-year small refinery exemption from the Renewable Fuel Standard (“RFS”) program requirements for the 2016, 2017 and 2018, respectively, calendar years. As a result, the Cheyenne Refinery’s and Woods Cross Refinery’s gasoline and diesel production are not subject to the Renewable Volume Obligation for the respective years. Upon each exemption granted, we increased our inventory of RINs and reduced our cost of products sold. On April 7, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross and Cheyenne refineries for the 2018 compliance year. On June 3, 2022, the EPA issued a decision reversing the grant of small refinery exemptions for our Woods Cross and Cheyenne refineries for the 2016 compliance year and denying small refinery exemption petitions for our Woods Cross and Cheyenne refineries for the 2019 and 2020 compliance years. Various subsidiaries of HollyFrontier are currently pursuing legal challenges to the EPA’s decisions to reverse its grant of small refinery exemptions for the 2016 and 2018 compliance years. The first lawsuit, filed against the EPA on May 6, 2022 and currently pending before the U.S. Court of Appeals for the DC Circuit, seeks to have the EPA’s reversal of our 2018 small refinery exemption petitions overturned. The second lawsuit, filed against the EPA on August 5, 2022 and currently pending before the U.S. Court of Appeals for the DC Circuit, seeks to have the EPA’s reversal of our 2016 small refinery exemption petitions overturned and to have the EPA’s denial of our 2019 and 2020 small refinery exemption petitions reversed. In addition, for both the 2016 and 2018 compliance years, pursuant to the June 2022 and April 2022 decisions, respectively, the EPA established an alternative compliance demonstration for small refineries pursuant to which the EPA is not imposing any obligations for the small refineries whose exemptions were reversed. On June 24, 2022, Growth Energy filed two lawsuits in the U.S. Court of Appeals for the DC Circuit against the EPA challenging the alternative compliance demonstration for the 2016 and 2018 compliance years. On July 25, 2022, various subsidiaries of HollyFrontier intervened on behalf of the EPA to aid the defense of the EPA’s alternative compliance demonstration decision. It is too early to predict the outcome of these matters. We are unable to estimate the costs we may incur, if any, at this time. We have been party to multiple proceedings before the Federal Energy Regulatory Commission (“FERC”) challenging the rates charged by SFPP, L.P. (“SFPP”) on its East Line pipeline facilities from El Paso, Texas to Phoenix, Arizona. In March 2018, FERC ruled that SFPP, as a master limited partnership, was prohibited from including an allowance for investor income taxes in the cost of service underlying its East Line rates. We reached a negotiated settlement with SFPP that provides for a payment to us of $ 51.5 million. FERC approved the settlement on December 31, 2020 subject to a rehearing period that resulted in a settlement effective date of February 2, 2021. Under the terms of the settlement agreement, SFPP made the $ 51.5 million payment to us on February 10, 2021 we recorded as "Gain on tariff settlement" on our consolidated statements of operations for the year ended December 31, 2021. Contractual Commitments We have various long-term agreements (entered in the normal course of business) to purchase crude oil, natural gas, feedstocks and other resources to ensure we have adequate supplies to operate our refineries. The substantial majority of our purchase obligations are based on market prices or rates. These contracts expire i n 2023 through 2025. We also have long-term agreements with third parties for the transportation and storage of crude oil, natural gas and feedstocks to our refineries and for terminal and storage services that expire in 2023 through 2040 . At December 31, 2022 , the minimum future transportation and storage fees under transportation agreements having terms in excess of one year are as follows: 127 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued (In thousands) 2023 $ 214,628 2024 215,500 2025 214,560 2026 177,694 2027 175,438 Thereafter 1,161,836 Total $ 2,159,656 Transportation and storage costs incurred under these agreements totaled $ 180.2 million, $ 160.5 million and $ 139.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. These amounts do not include contractual commitments under our long-term transportation agreements with HEP, as all transactions with HEP are eliminated in these consolidated financial statements. NOTE 20: Segment Information Our operations are organized into five reportable segments: Refining, Renewables, Marketing, Lubricants and Specialty Products and HEP. Our operations that are not included in one of these five reportable segments are included in Corporate and Other. Intersegment transactions are eliminated on our consolidated financial statements and are included in Eliminations. Corporate and Other and Eliminations are aggregated and presented under the Corporate, Other and Eliminations column. As a result of the Sinclair Transactions that closed on March 14, 2022, the operations of the Acquired Sinclair Businesses are reported in the Refining, Renewables, Marketing and HEP segments. The Refining segment represents the operations of our El Dorado, Tulsa, Navajo and Woods Cross refineries and HF Sinclair Asphalt Company LLC (“Asphalt”). Also, effective with our acquisition that closed on November 1, 2021, the Refining segment includes our Puget Sound refinery, and effective with our acquisition that closed on March 14, 2022, includes our Parco and Casper refineries. Refining activities involve the purchase and refining of crude oil and wholesale 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 Mountains extending into the Pacific Northwest geographic regions of the United States. Asphalt operates various asphalt terminals in Arizona, New Mexico and Oklahoma. The Renewables segment represents the operations of the Cheyenne renewable diesel unit (“RDU”), which was mechanically complete in the fourth quarter of 2021 and operational in the first quarter of 2022, the pre-treatment unit (“PTU”) at our Artesia, New Mexico facility, which was completed and operational in the first quarter of 2022 and the Artesia RDU, which was completed and operational in the second quarter of 2022. Also, effective with our acquisition that closed on March 14, 2022, the Renewables segment includes the Sinclair RDU. Effective with our acquisition that closed on March 14, 2022, the Marketing segment includes branded fuel sales to more than 1,300 Sinclair branded sites in the United States and licensing fees for the use of the Sinclair brand at more than 300 additional locations throughout the country. Additionally, the Marketing segment includes branded fuel sales to 131 non-Sinclair branded sites from legacy HollyFrontier agreements. The Lubricants and Specialty Products segment represents Petro-Canada Lubricants Inc.’s (“PCLI”) production operations, located in Mississauga, Ontario, that includes lubricant products such as base oils, white oils, specialty products and finished lubricants, and the operations of our Petro-Canada Lubricants business that includes the marketing of products to both retail and wholesale outlets through a global sales network with locations in Canada, the United States, Europe and China. Additionally, the Lubricants and Specialty Products segment includes specialty lubricant products produced at our Tulsa refineries that are marketed throughout North America and are distributed in Central and South America and the operations of Red Giant Oil Company LLC, one of the largest suppliers of locomotive engine oil in North America. Also, the Lubricants and Specialty Products segment includes Sonneborn, a producer of specialty hydrocarbon chemicals such as white oils, petrolatums and waxes with manufacturing facilities in the United States and Europe. 128 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued The HEP segment includes all of the operations of HEP, which owns and operates logistics and refinery assets consisting of petroleum product and crude oil pipelines, terminals, tankage, loading rack facilities and refinery processing units in the Mid-Continent, Southwest and Rocky Mountains geographic regions of the United States. The HEP segment also includes 50 % ownership interests in each of the Osage Pipeline, the Cheyenne Pipeline and Cushing Connect, a 25.06 % ownership interest in the Saddle Butte Pipeline and a 49.995 % ownership interest in the Pioneer 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 (see Note 1). The following is a summary of the financial information of our reportable segments reconciled to the amounts reported in the consolidated financial statements. Refining Renewables Marketing Lubricants and Specialty Products HEP Corporate, Other and Eliminations Consolidated Total (In thousands) Year Ended December 31, 2022 Sales and other revenues: Revenues from external customers $ 30,379,696 $ 654,893 $ 3,911,922 $ 3,149,128 $ 109,200 $ — $ 38,204,839 Intersegment revenues 4,033,213 360,606 — 9,472 438,280 ( 4,841,571 ) — $ 34,412,909 $ 1,015,499 $ 3,911,922 $ 3,158,600 $ 547,480 $ ( 4,841,571 ) $ 38,204,839 Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment) $ 28,270,195 $ 974,167 $ 3,845,625 $ 2,333,156 $ — $ ( 4,743,130 ) $ 30,680,013 Lower of cost or market inventory valuation adjustment $ — $ 52,412 $ — $ — $ — $ — $ 52,412 Operating expenses $ 1,815,931 $ 111,974 $ — $ 277,522 $ 210,623 $ ( 81,157 ) $ 2,334,893 Selling, general and administrative expenses $ 146,660 $ 3,769 $ 2,954 $ 168,207 $ 17,003 $ 87,892 $ 426,485 Depreciation and amortization $ 405,065 $ 52,621 $ 17,819 $ 83,447 $ 96,683 $ 1,152 $ 656,787 Income (loss) from operations $ 3,775,058 $ ( 179,444 ) $ 45,524 $ 296,268 $ 223,171 $ ( 106,328 ) $ 4,054,249 Earnings of equity method investments $ — $ — $ — $ — $ ( 260 ) $ — $ ( 260 ) Capital expenditures $ 162,280 $ 225,274 $ 9,275 $ 34,887 $ 38,964 $ 53,327 $ 524,007 129 HF SINCLAIR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued Refining Renewables Lubricants and Specialty Products HEP Corporate, Other and Eliminations (2) Consolidated Total (In thousands) Year Ended December 31, 2021 Sales and other revenues: Revenues from external customers $ 15,734,870 $ — $ 2,550,624 $ 103,646 $ 2 $ 18,389,142 Intersegment revenues 623,688 — 9,988 390,849 ( 1,024,525 ) — $ 16,358,558 $ — $ 2,560,612 $ 494,495 $ ( 1,024,523 ) $ 18,389,142 Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment) $ 14,673,062 $ — $ 1,815,802 $ — $ ( 921,812 ) $ 15,567,052 Lower of cost or market inventory valuation adjustment $ ( 318,353 ) $ 8,739 $ — $ — $ ( 509 ) $ ( 310,123 ) Operating expenses $ 1,090,424 $ 55,353 $ 252,456 $ 170,524 $ ( 51,279 ) $ 1,517,478 Selling, general and administrative expenses $ 127,563 $ — $ 170,155 $ 12,637 $ 51,655 $ 362,010 Depreciation and amortization $ 334,365 $ 1,672 $ 79,767 $ 86,998 $ 737 $ 503,539 Income (loss) from operations $ 451,497 $ ( 65,764 ) $ 242,432 $ 224,336 $ ( 103,315 ) $ 749,186 Earnings of equity method investments $ — $ — $ — $ 12,432 $ — $ 12,432 Capital expenditures $ 160,431 $ 510,836 $ 30,878 $ 88,336 $ 22,928 $ 813,409 Year Ended December 31, 2020 Sales and other revenues: Revenues from external customers $ 9,286,658 $ — $ 1,792,745 $ 98,039 $ 6,201 $ 11,183,643 Intersegment revenues 252,531 — 10,465 399,809 ( 662,805 ) — $ 9,539,189 $ — $ 1,803,210 $ 497,848 $ ( 656,604 ) $ 11,183,643 Cost of products sold (exclusive of lower of cost or market inventory valuation adjustment) $ 8,439,680 $ — $ 1,271,287 $ — $ ( 552,162 ) $ 9,158,805 Lower of cost or market inventory valuation adjustment $ 82,214 $ — $ — $ — $ ( 3,715 ) $ 78,499 Operating expenses $ 988,045 $ 3,861 $ 216,068 $ 147,692 $ ( 55,389 ) $ 1,300,277 Selling, general and administrative expenses $ 127,298 $ — $ 157,816 $ 9,989 $ 18,497 $ 313,600 Depreciation and amortization $ 324,617 $ — $ 80,656 $ 95,445 $ 20,194 $ 520,912 Goodwill and long-lived asset impairment (1) $ 241,760 $ — $ 286,575 $ 16,958 $ — $ 545,293 Income (loss) from operations $ ( 664,425 ) $ ( 3,861 ) $ ( 209,192 ) $ 227,764 $ ( 84,029 ) $ ( 733,743 ) Earnings of equity method investments $ — $ — $ — $ 6,647 $ — $ 6,647 Capital expenditures $ 152,726 $ 65,147 $ 32,473 $ 59,283 $ 20,531 $ 330,160 (1) The results of our HEP reportable segment for the year ended December 31, 2020 include a long-lived asset impairment charge attributed to HEP’s logistics assets at our Cheyenne Refinery. (2) For the year ended December 31, 2020, Corporate and Other includes $ 14.0 million of decommissioning and other shutdown costs related to our Cheyenne Refinery. In addition, for the year ended December 31, 2020, Corporate and Other includes $ 11.4 million in other operating costs related to our Cheyenne facility. 130 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure We have had no change in, or disagreement with, our independent registered public accountants on matters involving accounting and financial disclosure.