HOLLY ENERGY PARTNERS LP Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

This Item 2, including but not limited to the sections under "Results of
Operations" and "Liquidity and Capital Resources," contains forward-looking
statements. See "Forward-Looking Statements" at the beginning of Part I of this
Quarterly Report on Form 10-Q. In this document, the words "we," "our," "ours"
and "us" refer to ENERGY-PARTNERS-L-12900/news/HOLLY-ENERGY-PARTNERS-LP-Management-s-Discussion-and-Analysis-of-Financial-Condition-and-Results-of-40321294/xmltag.org">Holly Energy Partners, L.P. ("HEP") and its consolidated
subsidiaries or to HEP or an individual subsidiary and not to any other person.


OVERVIEW

Holly Energy Partners, L.P. ("HEP"), together with its consolidated
subsidiaries, is a publicly held master limited partnership. On March 14, 2022
(the "Closing Date"), HollyFrontier Corporation ("HFC") and HEP announced the
establishment of HF Sinclair Corporation, a Delaware corporation ("HF
Sinclair"), as the new parent holding company of HFC 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 ("Sinclair Transportation") from REH Company
(formerly known as The Sinclair Companies, referred to herein as "Sinclair
HoldCo"). 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 HFC, HF Sinclair (formerly known
as Hippo Parent Corporation), Hippo Merger Sub, Inc., a wholly owned subsidiary
of HF Sinclair ("Parent Merger Sub"), Sinclair HoldCo, and Hippo Holding LLC, a
wholly owned subsidiary of Sinclair HoldCo (the "Target Company"), HF Sinclair
completed its 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 HFC merged with and into Parent Merger Sub, with HFC
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 Sinclair HoldCo 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
(together with the HFC Merger, the "HFC Transactions").

From March 31, 2022HF Sinclair and its subsidiaries held a 47% limited partnership interest and the noneconomic general partner interest in HEP.

Additionally, on the Closing Date and immediately prior to consummation of the
HFC Transactions, pursuant to that certain Contribution Agreement, dated August
2, 2021 (as amended on March 14, 2022, the "Contribution Agreement") by and
among Sinclair HoldCo, Sinclair Transportation and HEP, HEP acquired all of the
outstanding equity interests of Sinclair Transportation from Sinclair HoldCo in
exchange for 21 million newly issued common limited partner units of HEP (the
"HEP Units"), representing 16.6% of the pro forma outstanding HEP Units with a
value of approximately $349 million based on HEP's fully diluted common limited
partner units outstanding and closing unit price on March 11, 2022, and cash
consideration equal to $321.4 million, inclusive of estimated working capital
adjustments pursuant to the Contribution Agreement for an aggregate transaction
value of $670.4 million (the "HEP Transaction" and together with the HFC
Transactions, the "Sinclair Transactions"). Of the 21 million HEP Units,
5.29 million units are currently held in escrow to secure Sinclair HoldCo's
renewable identification numbers ("RINs") credit obligations 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 Sinclair
HoldCo's breach of its RINs credit obligations to HF Sinclair under the Business
Combination Agreement. The cash consideration was funded through a draw under
HEP's senior secured revolving credit facility. The HEP Transaction was
conditioned on the closing of the HFC Transactions, which occurred immediately
following the HEP Transaction. References herein to HF Sinclair with respect to
time periods prior to March 14, 2022 refer to HFC and its consolidated
subsidiaries and do not include the Target Company, Sinclair Transportation or
their respective consolidated subsidiaries. References herein to HF Sinclair
with respect to time periods from and after March 14, 2022 refer to HF Sinclair
and its consolidated subsidiaries, which include the operations of the combined
Sinclair HoldCo businesses.

Sinclair Transportation, together with its subsidiaries, owned Sinclair HoldCo'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 HoldCo refineries and other third-party refineries,
eight product terminals and two crude terminals with approximately 4.5 million
barrels of operated storage. In addition, HEP acquired Sinclair Transportation'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 Pipeline (49.995% non-operated interest); and UNEV Pipeline
(the 25% non-operated interest not already owned by HEP, resulting in UNEV
Pipeline, LLC becoming a wholly owned subsidiary of HEP).

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Through our subsidiaries and joint ventures, we own and/or operate petroleum
product and crude oil pipelines, terminal, tankage and loading rack facilities
and refinery processing units that support the refining and marketing operations
of HF Sinclair and other refineries in the Mid-Continent, Southwest and
Northwest regions of the United States. HEP, through its subsidiaries and joint
ventures, owns and/or operates petroleum product and crude pipelines, tankage
and terminals in Colorado, Idaho, Iowa, Kansas, Missouri, Nevada, New Mexico,
Oklahoma, Texas, Utah, Washington and Wyoming as well as refinery processing
units in Utah and Kansas.

We generate revenues by charging tariffs for transporting petroleum products and
crude oil through our pipelines, by charging fees for terminalling and storing
refined products and other hydrocarbons, providing other services at our storage
tanks and terminals and charging a tolling fee per barrel or thousand standard
cubic feet of feedstock throughput in our refinery processing units. We do not
take ownership of products that we transport, terminal, store or process, and
therefore, we are not directly exposed to changes in commodity prices.

We believe the long-term global refined product demand and U.S. crude production
should support high utilization rates for the refineries we serve, which in turn
should support volumes in our product pipelines, crude gathering systems and
terminals.

See note 2 of the notes to the consolidated financial statements included in “Item 1. Financial statements” for more information.

Impact of COVID-19 on Our Business
Our business depends in large part on the demand for the various petroleum
products we transport, terminal and store in the markets we serve. The impact of
the COVID-19 pandemic on the global macroeconomy created diminished demand, as
well as lack of forward visibility, for refined products and crude oil
transportation, and for the terminalling and storage services that we provide.
Since the declines in demand at the beginning of the COVID-19 pandemic, we began
to see improvement in demand for these products and services beginning late in
the second quarter of 2020 that continued through the first quarter of 2022,
with aggregate volumes approaching pre-pandemic levels. We expect our customers
will continue to adjust refinery production levels commensurate with market
demand.

With the increasing vaccination rates, most of our employees have returned to
work at our locations, and we continue to follow Centers for Disease Control and
local government guidance. We will continue to monitor developments in the
COVID-19 pandemic and the dynamic environment it has created to properly address
these policies going forward.

The extent to which HEP's future results are affected by the COVID-19 pandemic
will depend on various factors and consequences beyond our control, such as the
duration and scope of the pandemic, the effects of any new variant strains of
the underlying virus, additional actions by businesses and governments in
response to the pandemic and the speed and effectiveness of responses to combat
the virus. However, we have long-term customer contracts with minimum volume
commitments, which have expiration dates from 2023 to 2037. These minimum volume
commitments accounted for approximately 69% and 71% of our total revenues in the
three months ended March 31, 2022 and March 31, 2021, respectively. We are
currently not aware of any reasons that would prevent such customers from making
the minimum payments required under the contracts or potentially making payments
in excess of the minimum payments. In addition to these payments, we also expect
to collect payments for services provided to uncommitted shippers. There have
been no material changes to customer payment terms due to the COVID-19 pandemic.

The COVID-19 pandemic, and the volatile regional and global economic conditions
stemming from it, could also exacerbate the risk factors identified in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The
COVID-19 pandemic may also materially adversely affect our results in a manner
that is either not currently known or that we do not currently consider to be a
significant risk to our business.

Investment in Joint Venture
On October 2, 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 (the "Cushing Connect Joint Venture"), 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
will connect the Cushing, Oklahoma crude oil hub to the Tulsa, Oklahoma refining
complex owned by a subsidiary of HF Sinclair and (ii) the ownership and
operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the
"Cushing Connect JV Terminal"). The Cushing Connect JV Terminal went in service
during the second quarter of 2020, and the Cushing Connect Pipeline was placed
into service at the end of the third quarter of 2021. Long-term commercial
agreements have been entered into to support the Cushing Connect Joint Venture
assets.

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The Cushing Connect Joint Venture has contracted with an affiliate of HEP to
manage the construction and operation of the Cushing Connect Pipeline and with
an affiliate of Plains to manage the operation of the Cushing Connect JV
Terminal. The total Cushing Connect Joint Venture investment will generally be
shared equally among HEP and Plains. However, we are solely responsible for any
Cushing Connect Pipeline construction costs that exceed the budget by more than
10%. HEP estimates its share of the cost of the Cushing Connect JV Terminal
contributed by Plains and Cushing Connect Pipeline construction costs are
approximately $70 million to $75 million, including $4 million to $6 million of
Cushing Connect Pipeline construction costs exceeding the budget by more than
10% to be borne solely by HEP.

Agreements with HF Sinclair
We serve HF Sinclair's refineries under long-term pipeline, terminal, tankage
and refinery processing unit throughput agreements expiring from 2023 to 2037.
Under these agreements, HF Sinclair agrees to transport, store, and process
throughput volumes of refined product, crude oil and feedstocks on our
pipelines, terminal, tankage, loading rack facilities and refinery processing
units that result in minimum annual payments to us. These minimum annual
payments or revenues are subject to annual rate adjustments on July 1st each
year based on the PPI or the FERC index. On December 17, 2020, FERC established
a new price index for the five-year period commencing July 1, 2021 and ending
June 30, 2026, in which common carriers charging indexed rates were permitted to
adjust their indexed ceilings annually by Producer Price Index plus 0.78%. FERC
received requests for rehearing of its December 17, 2020 order, and on January
20, 2022, FERC revised the index level used to determine the annual changes to
interstate oil pipeline rate ceilings to Producer Price Index minus 0.21%. The
order required the recalculation of the July 1, 2021 index ceilings to be
effective as of March 1, 2022. As of March 31, 2022, these agreements with HF
Sinclair require minimum annualized payments to us of $424 million.

If HF Sinclair fails to meet its minimum volume commitments under the agreements
in any quarter, it will be required to pay us the amount of any shortfall in
cash by the last day of the month following the end of the quarter. Under
certain of the agreements, a shortfall payment may be applied as a credit in the
following four quarters after minimum obligations are met.

A material reduction in revenues under these agreements could have a material adverse effect on our results of operations.

On June 1, 2020, HF Sinclair announced plans to permanently cease petroleum
refining operations at its Cheyenne Refinery and to convert certain assets at
that refinery to renewable diesel production. HF Sinclair subsequently began
winding down petroleum refining operations at its Cheyenne Refinery on August 3,
2020.

On February 8, 2021, HEP and HF Sinclair finalized and executed new agreements
for HEP's Cheyenne assets with the following terms, in each case effective
January 1, 2021: (1) a ten-year lease with two five-year renewal option periods
for HF Sinclair's use of certain HEP tank and rack assets in the Cheyenne
Refinery to facilitate renewable diesel production with an annual lease payment
of approximately $5 million, (2) a five-year contango service fee arrangement
that will utilize HEP tank assets inside the Cheyenne Refinery where HF Sinclair
will pay a base tariff to HEP for available crude oil storage and HF Sinclair
and HEP will split any profits generated on crude oil contango opportunities and
(3) a $10 million one-time cash payment from HF Sinclair to HEP for the
termination of the existing minimum volume commitment.

Under certain provisions of an omnibus agreement we have with HF Sinclair (the
"Omnibus Agreement"), we pay HF Sinclair an annual administrative fee, currently
$5.0 million, for the provision by HF Sinclair or its affiliates of various
general and administrative services to us. In connection with the HEP
Transaction, we pay HF Sinclair a temporary monthly fee of $62,500 relating to
transition services to be provided to HEP by HF Sinclair. Neither the annual
administrative fee nor the temporary monthly fee includes the salaries of
personnel employed by HF Sinclair who perform services for us on behalf of Holly
Logistic Services, L.L.C. ("HLS"), or the cost of their employee benefits, which
are separately charged to us by HF Sinclair. We also reimburse HF Sinclair and
its affiliates for direct expenses they incur on our behalf.

Under HLS’ secondment agreement with HF Sinclair, certain HF Sinclair employees are seconded to HLS to provide operations and maintenance services for certain of our processing, refining, pipeline and storage, and HLS reimburses HF Sinclair for its prorated share of salaries, benefits, and other costs of such employees for our benefit.

We have a long-term strategic relationship with HFC (and now HF Sinclair) that
has historically facilitated our growth. Our future growth plans include organic
projects around our existing assets and select investments or acquisitions that
enhance our service platform while creating accretion for our unitholders. While
in the near term, any acquisitions would be subject to economic conditions
discussed in "Overview - Impact of COVID-19 on Our Business" above, we also
expect over the longer term to continue to work with HF Sinclair on logistic
asset acquisitions in conjunction with HF Sinclair's refinery acquisition
strategies. See "Overview" above for a discussion of the Sinclair Transactions.

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Furthermore, as demonstrated by our recent transaction with Sinclair HoldCo, we
plan to continue to pursue third-party logistic asset acquisitions that are
accretive to our unitholders and increase the diversity of our revenues.

Indicators of Goodwill and Long-lived Asset Impairment
During the three months ended March 31, 2021, changes in our agreements with HF
Sinclair related to our Cheyenne assets resulted in an increase in the net book
value of our Cheyenne reporting unit due to sales-type lease accounting, which
led us to determine indicators of potential goodwill impairment for our Cheyenne
reporting unit were present.

The estimated fair values of our Cheyenne reporting unit were derived using a
combination of income and market approaches. The income approach reflects
expected future cash flows based on anticipated gross margins, operating costs,
and capital expenditures. The 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.

Our interim impairment test of our Cheyenne the reporting unit’s goodwill identified an impairment loss of $11.0 millionwhich has been recorded during the three months ended March 31, 2021.

We performed our annual goodwill impairment testing qualitatively as of July 1,
2021, and determined it was not more likely than not that the carrying amount of
each reporting unit was greater than its fair value. Therefore, a quantitative
test was not necessary, and no additional impairment of goodwill was recorded.

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RESULTS OF OPERATIONS (Unaudited)

Earnings, distributable cash flow, volumes and balance sheet data The following tables present income, distributable cash flow and volume information for the three months ended March 31, 2022 and 2021.

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                                                                             Three Months Ended March 31,               Change from
                                                                               2022                   2021                 2021
                                                                                    (In thousands, except per unit data)
Revenues:
Pipelines:
Affiliates-refined product pipelines                                    $   

16,860 $18,606 ($1,746)
Affiliate-Intermediary Pipelines

                                                 7,506                7,506                     -
Affiliates-crude pipelines                                                       18,277               19,454                (1,177)
                                                                                 42,643               45,566                (2,923)
Third parties-refined product pipelines                                           9,260                9,863                  (603)
Third parties-crude pipelines                                                    12,877               11,076                 1,801
                                                                                 64,780               66,505                (1,725)
Terminals, tanks and loading racks:
Affiliates                                                                       31,208               33,864                (2,656)
Third parties                                                                     5,807                4,318                 1,489
                                                                                 37,015               38,182                (1,167)

Refinery processing units-Affiliates                                             18,403               22,496                (4,093)

Total revenues                                                                  120,198              127,183                (6,985)
Operating costs and expenses:
Operations (exclusive of depreciation and amortization)                          42,625               41,365                 1,260
Depreciation and amortization                                                    22,187               25,065                (2,878)
General and administrative                                                        4,312                2,968                 1,344
Goodwill impairment                                                                   -               11,034               (11,034)
                                                                                 69,124               80,432               (11,308)
Operating income                                                                 51,074               46,751                 4,323
Other income (expense):
Equity in earnings of equity method investments                                   3,626                1,763                 1,863
Interest expense, including amortization                                        (13,639)             (13,240)                 (399)
Interest income                                                                  12,647                6,548                 6,099

Gain on sales-type leases                                                             -               24,650               (24,650)
Gain on sale of assets and other                                                    101                  502                  (401)
                                                                                  2,735               20,223               (17,488)
Income before income taxes                                                       53,809               66,974               (13,165)
State income tax expense                                                            (31)                 (37)                    6
Net income                                                                       53,778               66,937               (13,159)

Allocation of net income attributable to non-controlling interests

      (4,219)              (2,540)               (1,679)
Net income attributable to the partners                                          49,559               64,397               (14,838)

Limited partners' earnings per unit-basic and diluted                   $   

0.45 $0.61 $(0.16)
Weighted average limited partnership units outstanding

    109,640              105,440                 4,200
EBITDA (1)                                                              $        72,769          $    96,191          $    (23,422)
Adjusted EBITDA (1)                                                     $  

85,338 $87,936 ($2,598)
Distributable cash (2)

                                             $   

64,455 $73,218 ($8,763)

Volumes (bpd)
Pipelines:
Affiliates-refined product pipelines                                            107,210              119,590               (12,380)
Affiliates-intermediate pipelines                                               117,802              115,225                 2,577
Affiliates-crude pipelines                                                      396,040              250,647               145,393
                                                                                621,052              485,462               135,590
Third parties-refined product pipelines                                          49,029               44,428                 4,601
Third parties-crude pipelines                                                   131,126              123,232                 7,894
                                                                                801,207              653,122               148,085
Terminals and loading racks:
Affiliates                                                                      446,032              323,286               122,746
Third parties                                                                    48,354               45,753                 2,601
                                                                                494,386              369,039               125,347
Refinery processing units-Affiliates                                             65,227               60,699                 4,528
Total for pipelines and terminal and refinery processing unit
assets (bpd)                                                                  1,360,820            1,082,860               277,960


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(1)Earnings before interest, taxes, depreciation and amortization ("EBITDA") is
calculated as net income attributable to the partners plus (i) interest expense,
net of interest income, (ii) state income tax expense and (iii) depreciation and
amortization. Adjusted EBITDA is calculated as EBITDA plus (i) goodwill
impairment, (ii) acquisition integration and regulatory costs and (iii) tariffs
and fees not included in revenues due to impacts from lease accounting for
certain tariffs and fees minus (iv) gain on sales-type leases, and (v) pipeline
lease payments not included in operating costs and expenses. Portions of our
minimum guaranteed pipeline and terminal tariffs and fees 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. These tariffs and
fees were previously recorded as revenues prior to the renewal of the throughput
agreements, which triggered sales-type lease accounting. Similarly, certain
pipeline lease payments were previously recorded as operating costs and
expenses, but the underlying lease was reclassified from an operating lease to a
financing lease, and these payments are now recorded as interest expense and
reductions in the lease liability. EBITDA and Adjusted EBITDA are not
calculations based upon generally accepted accounting principles ("GAAP").
However, the amounts included in the EBITDA and Adjusted EBITDA calculations are
derived from amounts included in our consolidated financial statements. EBITDA
and Adjusted EBITDA should not be considered as alternatives to net income
attributable to HEP or operating income, as indications of our operating
performance or as alternatives to operating cash flow as a measure of liquidity.
EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled
measures of other companies. EBITDA and Adjusted EBITDA are presented here
because they are widely used financial indicators used by investors and analysts
to measure performance. EBITDA and Adjusted EBITDA are also used by our
management for internal analysis and as a basis for compliance with financial
covenants. Set forth below are our calculations of EBITDA and Adjusted EBITDA.

                                                        Three Months Ended
                                                            March 31,
                                                        2022           2021
                                                          (In thousands)
Net income attributable to the partners             $   49,559      $ 64,397
Add (subtract):
Interest expense                                        13,639        13,240
Interest income                                        (12,647)       (6,548)
State income tax expense                                    31            37
Depreciation and amortization                           22,187        25,065
EBITDA                                              $   72,769      $ 96,191

Gain on sales-type leases                                    -       (24,650)

Goodwill impairment                                          -        11,034
Acquisition integration and regulatory costs               836             -
Tariffs and fees not included in revenues               13,339         

6,967

Lease payments not included in operating expenses (1,606) (1,606) Adjusted EBITDA

                                     $   85,338      $ 87,936



(2)Distributable cash flow is not a calculation based upon GAAP. However, the
amounts included in the calculation are derived from amounts presented in our
consolidated financial statements, with the general exceptions of maintenance
capital expenditures. Distributable cash flow should not be considered in
isolation or as an alternative to net income or operating income as an
indication of our operating performance or as an alternative to operating cash
flow as a measure of liquidity. Distributable cash flow is not necessarily
comparable to similarly titled measures of other companies. Distributable cash
flow is presented here because it is a widely accepted financial indicator used
by investors to compare partnership performance. It is also used by management
for internal analysis and for our performance units. We believe that this
measure provides investors an enhanced perspective of the operating performance
of our assets and the cash our business is generating. Set forth below is our
calculation of distributable cash flow.
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                                                                   Three Months Ended
                                                                       March 31,
                                                                   2022           2021
                                                                     (In thousands)
Net income attributable to the partners                        $   49,559      $ 64,397
Add (subtract):
Depreciation and amortization                                      22,187   

25,065

Amortization of discount and deferred debt issuance costs             770   

844

Customer billings greater than net income recognized                  497   

4,336

Maintenance capital expenditures (3)                               (5,620)  

(1,372)

Increase in environmental liability                                  (120)  

(156)

Decrease in reimbursable deferred revenue                          (3,234)       (4,014)
Gain on sales-type leases                                               -       (24,650)

Goodwill impairment                                                     -        11,034
Other                                                                 416        (2,266)
Distributable cash flow                                        $   64,455      $ 73,218



(3)Maintenance capital expenditures are capital expenditures made to replace
partially or fully depreciated assets in order to maintain the existing
operating capacity of our assets and to extend their useful lives. Maintenance
capital expenditures include expenditures required to maintain equipment
reliability, tankage and pipeline integrity, safety and to address environmental
regulations.

                                   March 31,       December 31,
                                     2022              2021
                                         (In thousands)
Balance Sheet Data
Cash and cash equivalents        $    15,016      $     14,381
Working capital                  $     8,866      $     17,461
Total assets                     $ 2,777,276      $  2,165,867
Long-term debt                   $ 1,634,367      $  1,333,049
Partners' equity                 $   821,609      $    443,017

Results of operations-Three months ended March 31, 2022 Compared to the three months ended March 31, 2021

Summary

Net income attributable to the partners for the first quarter of 2022 was $49.6
million ($0.45 per basic and diluted limited partner unit) compared to $64.4
million ($0.61 per basic and diluted limited partner unit) for the first quarter
of 2021. Results for the first quarter of 2021 reflect special items that
collectively increased net income attributable to HEP by a total of $13.6
million. These items included a gain on sales-type leases of $24.7 million and a
goodwill impairment charge of $11.0 million related to our Cheyenne assets.
Excluding these items, net income attributable to HEP for the first quarter of
2021 was $50.8 million ($0.48 per basic and diluted limited partner unit).

Revenue

Revenues for the first quarter were $120.2 million, a decrease of $7.0 million
compared to the first quarter of 2021. The decrease was mainly due to lower
revenues on our Cheyenne assets as a result of the conversion of HF Sinclair's
Cheyenne refinery to renewable diesel production, lower revenues on our Woods
Cross refinery processing units, which were down for planned maintenance in
March 2022, and lower revenues on our product pipelines servicing HF Sinclair's
Navajo refinery. These revenue decreases were partially offset by higher
revenues on our UNEV pipeline and revenues on our newly acquired Sinclair
Transportation assets.

Revenues from our refined product pipelines were $26.1 million, a decrease of
$2.3 million compared to the first quarter of 2021. Shipments averaged 156.2
thousand barrels per day ("mbpd") compared to 164.0 mbpd for the first quarter
of 2021. The volume and revenue decreases were mainly due to lower volumes on
pipelines servicing HF Sinclair's Navajo refinery,
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partially offset by higher volumes and revenues on our UNEV pipeline and our
newly acquired Sinclair Transportation product pipelines.

Revenues from our intermediate pipelines were $7.5 million, consistent with the
first quarter of 2021. Shipments averaged 117.8 mbpd for the first quarter of
2022 compared to 115.2 mbpd for the first quarter of 2021. The increase in
volumes was mainly due to higher throughputs on our intermediate pipelines
servicing HF Sinclair's Tulsa refinery while revenue remained constant mainly
due to contractual minimum volume guarantees.

Revenues from our crude pipelines were $31.2 million, an increase of $0.6
million compared to the first quarter of 2021. Shipments averaged 527.2 mbpd
compared to 373.9 mbpd for the first quarter of 2021. The increase in volumes
was mainly attributable to our Cushing Connect Pipeline, which went into service
in September 2021, as well as volumes on our newly acquired Sinclair
Transportation crude pipelines. The increase in revenues was mainly due to our
crude pipeline systems in Wyoming and Utah, including the Sinclair
Transportation crude pipelines. Revenues did not increase in proportion to
volumes due to recognizing most of the Cushing Connect Pipeline and Sinclair
Transportation crude pipeline tariffs as interest income under sales-type lease
accounting.

Revenues from terminal, tankage and loading rack fees were $37.0 million, a
decrease of $1.2 million compared to the first quarter of 2021. Refined products
and crude oil terminalled in the facilities averaged 494.4 mbpd compared to
369.0 mbpd for the first quarter of 2021. The increase in volumes was mainly the
result of higher throughputs at HF Sinclair's Tulsa refinery. Revenues decreased
mainly because the first quarter of 2021 included the recognition of $6.5
million of the $10 million termination fee related to the termination of HFC's
minimum volume commitment on our Cheyenne assets as a result of the conversion
of the HF Sinclair Cheyenne refinery to renewable diesel production, partially
offset by revenues on our newly acquired Sinclair Transportation terminal assets
and higher revenues at our Tulsa and El Dorado tank farms.

Revenues from refinery processing units were $18.4 million, an decrease of $4.1
million compared to the first quarter of 2021, and throughputs averaged 65.2
mbpd compared to 60.7 mbpd for the first quarter of 2021. The increase in
volumes was mainly due to increased throughput at our El Dorado refinery
processing units, partially offset by lower throughput at our Woods Cross
refinery processing unit, which were down for a scheduled turnaround in March
2022. Revenues decreased mainly due to the turnaround at Woods Cross, partially
offset by higher natural gas recoveries in revenues. Revenues did not increase
in proportion to the increase in volumes mainly due to contractual minimum
volume guarantees.

Operations Expense
Operations (exclusive of depreciation and amortization and goodwill impairment)
expense was $42.6 million for the three months ended March 31, 2022, an increase
of $1.3 million compared to the first quarter of 2021. The increase was mainly
due to higher employee costs, insurance, property tax and materials and
supplies, partially offset by lower maintenance costs and natural gas costs for
the three months ended March 31, 2022.

Depreciation and Amortization
Depreciation and amortization for the three months ended March 31, 2022
decreased by $2.9 million compared to the three months ended March 31, 2021. The
decrease was mainly due to the acceleration of depreciation on certain of our
Cheyenne tanks in 2021.

General and Administrative
General and administrative costs for the three months ended March 31, 2022
increased by $1.3 million compared to the three months ended March 31, 2021,
mainly due to higher legal and professional expenses associated with the HEP
Transaction.

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Equity in Earnings of Equity Method Investments

                                                    Three Months Ended March 31,
   Equity Method Investment                               2022                   2021
                                                           (in thousands)
   Osage Pipe Line Company, LLC                         643                        721
   Cheyenne Pipeline LLC                              1,774                       (104)
   Cushing Connect Terminal Holdings LLC                906                      1,146
   Pioneer Investment Corporation                       465                          -
   Saddle Butte Pipeline III, LLC                      (162)                         -
   Total                                     $        3,626                    $ 1,763



Equity in earnings of Cheyenne Pipeline LLC increased for the three months ended
March 31, 2022, mainly due to the recognition in revenue of prior contractual
minimum commitment billings. Equity in earnings of Cushing Connect Terminal
Holdings LLC decreased for the three months ended March 31, 2022, mainly due to
higher property tax expense. Equity in earnings of Pioneer Investment
Corporation and Saddle Butte Pipeline III, LLC were acquired during the first
quarter of 2022 as part of the HEP Transaction.

Interest Expense, including Amortization
Interest expense for the three months ended March 31, 2022, totaled $13.6
million, an increase of $0.4 million compared to the three months ended
March 31, 2021. The increase was mainly due to higher average borrowings
outstanding under our senior secured revolving credit facility (the "Credit
Agreement") during the first quarter of 2022 related to the funding of the cash
portion of the Sinclair Transportation acquisition. Our aggregate effective
interest rates was 3.5% for both the three months ended March 31, 2022 and 2021,
respectively.

Interest Income
Interest income for the three months ended March 31, 2022, totaled $12.6
million, an increase of $6.1 million compared to the three months ended
March 31, 2021. The increase was mainly due to higher sales-type lease interest
income from our Cushing Connect Pipeline, which was placed into service at the
end of the third quarter of 2021, and our newly acquired Sinclair Transportation
pipelines and terminals.

State Income Tax Expense
We recorded state income tax expense of $31,000 and $37,000 for the three months
ended March 31, 2022 and 2021, respectively. All tax expense is solely
attributable to the Texas margin tax.


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LIQUIDITY AND CAPITAL RESOURCES

Insight

In April 2021, we amended our Credit Agreement decreasing the size of the
facility from $1.4 billion to $1.2 billion and extending the maturity date to
July 27, 2025. The Credit Agreement is available to fund capital expenditures,
investments, acquisitions, distribution payments and working capital and for
general partnership purposes. The Credit Agreement is also available to fund
letters of credit up to a $50 million sub-limit and continues to provide for an
accordion feature that allows us to increase commitments under the Credit
Agreement up to a maximum amount of $1.7 billion.

During the three months ended March 31, 2022, we received advances totaling
$360.0 million and repaid $58.5 million under the Credit Agreement, resulting in
a net increase of $301.5 million and an outstanding balance of $1,141.5 million
at March 31, 2022. As of March 31, 2022, we have no letters of credit
outstanding under the Credit Agreement and the available capacity under the
Credit Agreement was $58.5 million. Amounts repaid under the Credit Agreement
may be reborrowed from time to time.

On April 8, 2022, we closed a private placement of $400 million in aggregate
principal amount of 6.375% senior unsecured notes due in 2027 (the "6.375%
Senior Notes"). The 6.375% Senior Notes were issued at par for net proceeds of
approximately $393 million, after deducting the initial purchasers' discounts
and commissions and estimated offering expenses. The total net proceeds from the
offering of the 6.375% Senior Notes were used to partially repay outstanding
borrowings under the Credit Agreement, increasing our available liquidity.

From March 31, 2022we have had $500 million aggregate principal amount of 5% senior bonds due 2028.

We have a continuous offering program under which we may issue and sell common
units from time to time, representing limited partner interests, up to an
aggregate gross sales amount of $200 million. We did not issue any units under
this program during the three months ended March 31, 2022. As of March 31, 2022,
HEP has issued 2,413,153 units under this program, providing $82.3 million in
gross proceeds.

Under our registration statement filed with the Securities and Exchange
Commission ("SEC") using a "shelf" registration process, we currently have the
authority to raise up to $2.0 billion by offering securities, through one or
more prospectus supplements that would describe, among other things, the
specific amounts, prices and terms of any securities offered and how the
proceeds would be used. Any proceeds from the sale of securities are expected to
be used for general business purposes, which may include, among other things,
funding acquisitions of assets or businesses, working capital, capital
expenditures, investments in subsidiaries, the retirement of existing debt
and/or the repurchase of common units or other securities.

We believe our current sources of liquidity, including cash balances, future
internally generated funds, any future issuances of debt or equity securities
and funds available under the Credit Agreement will provide sufficient resources
to meet our working capital liquidity, capital expenditure and quarterly
distribution needs for the foreseeable future. Future securities issuances, if
any, will depend on prevailing market conditions, our liquidity requirements,
contractual restrictions and other factors.

We have reduced our quarterly distribution to $0.35 per unit beginning with the first quarter 2020 distribution, representative of our new distribution strategy focused on funding all capital expenditures and distributions in operating cash flow and improving cash flow hedging of distributable cash at 1.3x or more with the aim of reducing leverage to 3.0 -3.5x.

In February 2022we paid a regular quarterly cash distribution of $0.35 on all shares for a total amount of $37.0 million.

Cash and cash equivalents increased by $0.6 million during the three months
ended March 31, 2022. The cash flows provided by operating activities of $71.8
million and financing activities of $262.6 million were more than the cash flows
used for investing activities of $333.8 million. Working capital decreased by
$8.6 million to $8.9 million at March 31, 2022, from $17.5 million at
December 31, 2021.

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Cash Flows-Operating Activities
Cash flows from operating activities decreased by $10.3 million from $82.1
million for the three months ended March 31, 2021, to $71.8 million for the
three months ended March 31, 2022. The decrease was mainly due to higher
payments for turnaround expenses at our Woods Cross refinery processing units
partially offset by higher cash receipts from customers and lower payments for
operating expenses during the three months ended March 31, 2022, as compared to
the three months ended March 31, 2021.

Cash Flows-Investing Activities
Cash flows used for investing activities were $333.8 million for the three
months ended March 31, 2022, compared to $30.0 million for the three months
ended March 31, 2021, an increase of $303.7 million. During the three months
ended March 31, 2022, we paid the $321.4 million cash portion of the purchase
price consideration for our acquisition of Sinclair Transportation. During the
three months ended March 31, 2022 and 2021, we invested $14.1 million and $33.2
million, respectively, in additions to properties and equipment.

Cash Flows-Financing Activities
Cash flows provided by financing activities were $262.6 million for the three
months ended March 31, 2022, compared to cash flows used by financing activities
of $54.3 million for the three months ended March 31, 2021, an increase of
$316.9 million. During the three months ended March 31, 2022, we received $360.0
million and repaid $58.5 million in advances under the Credit Agreement.
Additionally, we paid $37.0 million in regular quarterly cash distributions to
our limited partners and $0.9 million to our noncontrolling interests. During
the three months ended March 31, 2021, we received $73.0 million and repaid
$90.5 million in advances under the Credit Agreement. We paid $38.3 million in
regular quarterly cash distributions to our limited partners, and distributed
$3.8 million to our noncontrolling interests. In addition, we received $6.3
million in contributions from noncontrolling interests during the three months
ended March 31, 2021.

Capital Requirements
Our pipeline and terminalling operations are capital intensive, requiring
investments to maintain, expand, upgrade or enhance existing operations and to
meet environmental and operational regulations. Our capital requirements have
consisted of, and are expected to continue to consist of, maintenance capital
expenditures and expansion capital expenditures. "Maintenance capital
expenditures" represent capital expenditures to replace partially or fully
depreciated assets to maintain the operating capacity of existing assets.
Maintenance capital expenditures include expenditures required to maintain
equipment reliability, tankage and pipeline integrity, safety and to address
environmental regulations. "Expansion capital expenditures" represent capital
expenditures to expand the operating capacity of existing or new assets, whether
through construction or acquisition. Expansion capital expenditures include
expenditures to acquire assets, to grow our business and to expand existing
facilities, such as projects that increase throughput capacity on our pipelines
and in our terminals. Repair and maintenance expenses associated with existing
assets that are minor in nature and do not extend the useful life of existing
assets are charged to operating expenses as incurred.

Each year the board of directors of HLS, our ultimate general partner, approves
our annual capital budget, which specifies capital projects that our management
is authorized to undertake. Additionally, at times when conditions warrant or as
new opportunities arise, additional projects may be approved. The funds
allocated for a particular capital project may be expended over a period in
excess of a year, depending on the time required to complete the project.
Therefore, our planned capital expenditures for a given year consist of
expenditures approved for capital projects included in the current year's
capital budget as well as, in certain cases, expenditures approved for capital
projects in capital budgets for prior years. Our current 2022 capital forecast
includes forecasted expenditures for our newly acquired Sinclair Transportation
assets and is comprised of approximately $20 million to $25 million for
maintenance capital expenditures, $30 million to $40 million for refinery unit
turnarounds and $5 million to $10 million for expansion capital expenditures and
our share of Cushing Connect Joint Venture investments. In addition to our
capital budget, we may spend funds periodically to perform capital upgrades or
additions to our assets where a customer reimburses us for such costs. The
upgrades or additions would generally benefit the customer over the remaining
life of the related service agreements.

We anticipate that our currently planned sustaining and maintenance capital expenditures, as well as planned expenditures for acquisitions and capital development projects, will be funded by cash flow generated from operations.

Under the terms of the transaction to acquire HF Sinclair's 75% interest in
UNEV, we issued to HF Sinclair a Class B unit comprising a noncontrolling equity
interest in a wholly owned subsidiary subject to redemption to the extent that
HF Sinclair is entitled to a 50% interest in our share of annual UNEV earnings
before interest, income taxes, depreciation, and
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amortization above $30 million beginning July 1, 2015, and ending in June 2032,
subject to certain limitations. However, to the extent earnings thresholds are
not achieved, no redemption payments are required. No redemption payments have
been required to date.

Credit Agreement
In April 2021, we amended our Credit Agreement decreasing the commitments under
the facility from $1.4 billion to $1.2 billion and extending the maturity date
to July 27, 2025. The Credit Agreement is available to fund capital
expenditures, investments, acquisitions, distribution payments and working
capital and for general partnership purposes. The Credit Agreement is also
available to fund letters of credit up to a $50 million sub-limit, and it
continues to provide for an accordion feature that allows us to increase the
commitments under the Credit Agreement up to a maximum amount of $1.7 billion.

Our obligations under the Credit Agreement are collateralized by substantially
all of our assets, and indebtedness under the Credit Agreement is guaranteed by
our material, wholly owned subsidiaries. The Credit Agreement requires us to
maintain compliance with certain financial covenants consisting of total
leverage, senior secured leverage, and interest coverage. It also limits or
restricts our ability to engage in certain activities. If, at any time prior to
the expiration of the Credit Agreement, HEP obtains two investment grade credit
ratings, the Credit Agreement will become unsecured and many of the covenants,
limitations and restrictions will be eliminated.

We may prepay all loans at any time without penalty, except for tranche breakage
costs. If an event of default exists under the Credit Agreement, the lenders
will be able to accelerate the maturity of all loans outstanding and exercise
other rights and remedies. We were in compliance with the covenants under the
Credit Agreement as of March 31, 2022.

Senior Notes
As of March 31, 2022, we had $500 million in aggregate principal amount of 5%
Senior Notes due in 2028.

On April 8, 2022, we closed a private placement of $400 million in aggregate
principal amount of 6.375% senior unsecured notes due in 2027 (the "6.375%
Senior Notes"). The 6.375% Senior Notes were issued at par for net proceeds of
approximately $393 million, after deducting the initial purchasers' discounts
and commissions and estimated offering expenses. The total net proceeds from the
offering of the 6.375% Senior Notes were used to partially repay outstanding
borrowings under the Credit Agreement, increasing our available liquidity.

The 5% Senior Notes and the 6.375% Senior Notes are unsecured and impose certain
restrictive covenants, including limitations on our ability to incur additional
indebtedness, make investments, sell assets, incur certain liens, pay
distributions, enter into transactions with affiliates, and enter into mergers.
We were in compliance with the restrictive covenants for the 5% Senior Notes as
of March 31, 2022. At any time when the 5% Senior Notes and the 6.375% Senior
Notes are rated investment grade by either Moody's or Standard & Poor's and no
default or event of default exists, we will not be subject to many of the
foregoing covenants. Additionally, we have certain redemption rights at varying
premiums over face value under the 5% Senior Notes and the 6.375% Senior Notes.

Indebtedness under the 5% Senior Notes and 6.375% Senior Notes is guaranteed by all of our existing wholly-owned subsidiaries (other than Holly Energy Finance Corp., UNEV Pipeline, LLC and certain non-significant subsidiaries).

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Long-term Debt
The carrying amounts of our long-term debt are as follows:

                                       March 31,       December 31,
                                         2022              2021
                                             (In thousands)
Credit Agreement                     $ 1,141,500           840,000

5% Senior Notes
Principal                                500,000           500,000
Unamortized debt issuance costs           (7,133)           (6,951)
                                         492,867           493,049

Total long-term debt                 $ 1,634,367      $  1,333,049

Contractual obligations There were no material changes to our long-term contractual obligations during the quarter ended March 31, 2022.

Impact of Inflation
Inflation in the United States did not have a material impact on our results of
operations for the three months ended March 31, 2022 and 2021. PPI has increased
an average of 2.9% annually over the past five calendar years, including an
increase of 8.9% in 2021 and a decrease of 1.3% in 2020.

The substantial majority of our revenues are generated under long-term contracts
that provide for increases or decreases in our rates and minimum revenue
guarantees annually for increases or decreases in the PPI. Certain of these
contracts have provisions that limit the level of annual PPI percentage rate
increases or decreases, and the majority of our rates do not decrease when PPI
is negative. A significant and prolonged period of high inflation or a
significant and prolonged period of negative inflation could adversely affect
our cash flows and results of operations if costs increase at a rate greater
than the fees we charge our shippers.

Environmental Matters
Our operation of pipelines, terminals, and associated facilities in connection
with the transportation and storage of refined products and crude oil is subject
to stringent and complex federal, state, and local laws and regulations
governing the discharge of materials into the environment, or otherwise relating
to the protection of the environment. As with the industry generally, compliance
with existing and anticipated laws and regulations increases our overall cost of
business, including our capital costs to construct, maintain, and upgrade
equipment and facilities. While these laws and regulations affect our
maintenance capital expenditures and net income, we believe that they do not
affect our competitive position given that the operations of our competitors are
similarly affected. However, these laws and regulations, and the interpretation
or enforcement thereof, are subject to frequent change by regulatory
authorities, and we are unable to predict the ongoing cost to us of complying
with these laws and regulations or the future impact of these laws and
regulations on our operations. Violation of environmental laws, regulations, and
permits can result in the imposition of significant administrative, civil and
criminal penalties, injunctions, and construction bans or delays. A major
discharge of hydrocarbons or hazardous substances into the environment could, to
the extent the event is not insured, subject us to substantial expense,
including both the cost to comply with applicable laws and regulations and
claims made by employees, neighboring landowners and other third parties for
personal injury and property damage.

Under the Omnibus Agreement and certain transportation agreements and purchase
agreements with HF Sinclair, HF Sinclair has agreed to indemnify us, subject to
certain monetary and time limitations, for environmental noncompliance and
remediation liabilities associated with certain assets transferred to us from HF
Sinclair and occurring or existing prior to the date of such transfers.

We entered into an environmental agreement with Delek US Holdings, Inc. (“Delek”) regarding pre-closing environmental costs and liabilities related to the pipelines and terminals acquired from Delek in 2005, pursuant to which Delek will indemnify us subject to certain monetary conditions and time limits.

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At March 31, 2022, we had an accrual of $8.7 million related to environmental
clean-up projects for which we have assumed liability, including accrued
environmental liabilities assumed in the Sinclair Transportation acquisition
that have preliminarily been fair valued at $5.0 million, or for which the
indemnity provided for by HF Sinclair has expired or will expire. There are
environmental remediation projects in progress, including assessment and
monitoring activities, that relate to certain assets acquired from HF Sinclair.
Certain of these projects were underway prior to our purchase, are covered under
the HF Sinclair environmental indemnification discussed above, and represent
liabilities retained by HF Sinclair.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities as of the date of the financial statements. Actual results may
differ from these estimates under different assumptions or conditions. Our
significant accounting policies are described in "Item 7. Management's
Discussion and Analysis of Financial Condition and Operations-Critical
Accounting Policies" in our Annual Report on Form 10-K for the year ended
December 31, 2021. Certain critical accounting policies that materially affect
the amounts recorded in our consolidated financial statements include revenue
recognition, assessing the possible impairment of certain long-lived assets and
goodwill, and assessing contingent liabilities for probable losses. There have
been no changes to these policies in 2022. We consider these policies to be
critical to understanding the judgments that are involved and the uncertainties
that could impact our results of operations, financial condition and cash flows.


RISK MANAGEMENT

The market risk inherent in our debt positions is the potential change resulting from increases or decreases in interest rates, as explained below.

At March 31, 2022, we had an outstanding principal balance of $500 million on
our 5% Senior Notes. A change in interest rates generally would affect the fair
value of the 5% Senior Notes, but not our earnings or cash flows. At March 31,
2022, the fair value of our 5% Senior Notes was $474.6 million. We estimate a
hypothetical 10% change in the yield-to-maturity applicable to the 5% Senior
Notes at March 31, 2022 would result in a change of approximately $14.5 million
in the fair value of the underlying 5% Senior Notes.

For the variable rate Credit Agreement, changes in interest rates would affect
cash flows, but not the fair value. At March 31, 2022, borrowings outstanding
under the Credit Agreement were $1,141.5 million. A hypothetical 10% change in
interest rates applicable to the Credit Agreement would not materially affect
our cash flows.

Our operations are subject to normal hazards of operations, including but not
limited to fire, explosion, cyberattacks and weather-related perils. We maintain
various insurance coverages, including property damage, business interruption
and cyber insurance, subject to certain deductibles and insurance policy terms
and conditions. We are not fully insured against certain risks because such
risks are not fully insurable, coverage is unavailable, or premium costs, in our
judgment, do not justify such expenditures.

We have a risk management oversight committee that is made up of members from
our senior management. This committee monitors our risk environment and provides
direction for activities to mitigate, to an acceptable level, identified risks
that may adversely affect the achievement of our goals.


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