PAR PACIFIC HOLDINGS, INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report, is recorded, processed, summarized, and reported within the time periods specified by the SEC. In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2020, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2020. Changes in Internal Control over Financial Reporting There were no changes during the quarter ended December 31, 2020 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 70 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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. 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. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on such assessment, the Company's management concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective based on those criteria. Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, which is included herein. 71 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Par Pacific Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Par Pacific Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 8, 2021, expressed an unqualified opinion on those financial statements. 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 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/ DELOITTE & TOUCHE LLP Houston, Texas March 8, 2021 72 Item 9B. OTHER INFORMATION None. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2020. Item 11. EXECUTIVE COMPENSATION The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2020. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2020. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2020. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2020. 73 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements (Included under Item 8). The Index to the Consolidated Financial Statements is included on page F- 1 of this Annual Report on Form 10-K and is incorporated herein by reference. (2) Financial Statement Schedules Schedule I – Condensed Financial Information of Registrant 2.1 Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 16, 2012. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 2.2 Contribution Agreement, dated as of June 4, 2012, among Piceance Energy, LLC, Laramie Energy, LLC and the Company. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2012. 2.3 Membership Interest Purchase Agreement dated as of June 17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC. Incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013. 2.4 Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014. 2.5 Amendment of Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014. 2.6 Second Amendment of Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholder’s Representative. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2015. 2.7 Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015. 2.8 Unit Purchase Agreement, dated as of June 13, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016. 2.9 First Amendment to Unit Purchase Agreement dated as of July 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016. 2.10 Purchase and Sale Agreement dated as of November 26, 2018, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and solely for certain purposes specified therein, the Company. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on November 30, 2018. # 2.11 Amendment No. 1 to Purchase and Sale Agreement dated as of January 11, 2019, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 3.1 Restated Certificate of Incorporation of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 20, 2015. 3.2 Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 20, 2015. 4.1 Form of the Company’s Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014. 74 4.2 Registration Rights Agreement effective as of August 31, 2012, by and among the Company, Zell Credit Opportunities Master Fund, L.P., Waterstone Capital Management, L.P., Pandora Select Partners, LP, Iam Mini-Fund 14 Limited, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, HFR RVA Combined Master Trust, Whitebox Concentrated Convertible Arbitrage Partners, LP, and Whitebox Asymmetric Partners, LP. Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 4.3 First Amendment to Registration Rights Agreement dated as of December 19, 2018, by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-3 filed on December 21, 2018. 4.4 Par Pacific Holdings, Inc. Amended and Restated 2012 Long Term Incentive Plan. Incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 21, 2016.**** 4.5 Par Pacific Holdings, Inc. Second Amended and Restated 2012 Long Term Incentive Plan. Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 18, 2018.**** 4.6 Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on May 18, 2018.**** 4.7 Registration Rights Agreement dated as of September 25, 2013, by and among the Company and the Purchasers party thereto. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 27, 2013. 4.8 Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015. 4.9 Registration Rights Agreement, dated June 21, 2016, between Par Pacific Holdings, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2016. 4.10 Registration Rights Agreement dated as of July 14, 2016, by and among Par Pacific Holdings, Inc. and the purchasers party thereto. Incorporated by Reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2016. 4.11 First Amendment to Registration Rights Agreement dated as of September 27, 2016, by and among the Company and the purchasers party thereof. Incorporated by reference to Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016. 4.12 Second Amendment to Registration Rights Agreement dated as of September 30, 2016, by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016. 4.13 Third Amendment to Registration Rights Agreement dated as of October 7, 2016, by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016. 4.14 Fourth Amendment to Registration Rights Agreement dated as of October 14, 2016, by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.17 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016. 4.15 Fifth Amendment to Registration Rights Agreement dated as of October 21, 2016, by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.18 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016. 4.16 Sixth Amendment to Registration Rights Agreement dated as of October 28, 2016 by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.19 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2016. 4.17 Indenture, dated June 21, 2016, between Par Pacific Holdings, Inc. and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 22, 2016. 4.18 Indenture, dated December 21, 2017, among Par Petroleum, LLC, Par Petroleum Finance Corp., the Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee and Collateral Trustee. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 22, 2017. 4.19 First Supplemental Indenture, dated November 20, 2018, among Par Petroleum, LLC, Par Petroleum Finance Corp., the Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee. Incorporated by reference to Exhibit 4.21 to the Company’s registration statement on Form S-3 filed on December 21, 2018. 75 4.20 Second Supplemental Indenture, dated January 11, 2019, among Par Tacoma, LLC (f/k/a TrailStone NA Asset Finance I, LLC), U.S. Oil & Refining Co., McChord Pipeline Co., Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association. Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 4.21 Third Supplemental Indenture, dated August 15, 2019, among Par Hawaii, LLC (successor by conversion to Par Hawaii, Inc.), Par Petroleum, LLC, Par Petroleum Finance Corp., Par Pacific Holdings, Inc., the other guarantors party thereto, and Wilmington Trust, National Association. Incorporated by reference to Exhibit 4.2 3 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2020. 4.22 Registration Rights Agreement dated as of December 19, 2018, by and between the Company and IES Downstream, LLC. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 20, 2018. 4.23 Registration Rights Agreement dated as of January 11, 2019, by and between the Company and TrailStone NA Oil & Refining Holdings, LLC. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 4.24 Indenture, dated as of June 5, 2020, among Par Petroleum, LLC, Par Petroleum Finance Corp., the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee and Collateral Trustee. Incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on June 8, 2020. 4.25 Description of Registrant’s Securities.* 10.1 Loan and Security Agreement dated as of December 21, 2017, among Par Petroleum, LLC, Par Hawaii, Inc, Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, LLC, and the other members party thereto, the financial institutions party thereto, and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2017. 10.2 Fourth Amended and Restated Limited Liability Company Agreement of Laramie Energy, LLC, dated as of October 18, 2018, by and among Par Piceance Energy Equity LLC and the other members party thereto. Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. 10.3 Credit Agreement dated as of June 4, 2012 among Piceance Energy, LLC, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Wells Fargo Bank, National Association, as syndication agent. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 10.4 First Amendment to Credit Agreement dated August 31, 2012, by and among Piceance Energy, LLC, the financial institutions party thereto and JPMorgan Chase Bank, N.A. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 10.5 Delta Petroleum General Recovery Trust Agreement dated August 27, 2012, by and among the Company, DPCA LLC, Delta Exploration Company, Inc., Delta Pipeline, LLC, DLC, Inc., CEC, Inc., Castle Texas Production Limited Partnership, Amber Resources Company of Colorado, Castle Exploration Company, Inc., and John T. Young. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 10.6 Form of Indemnification Agreement between the Company and its Directors and Executive Officers. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2012.**** 10.7 Letter Agreement dated as of September 17, 2013 but effective as of January 1, 2013, by and between Equity Group Investments and the Company. Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013. 10.8 Environmental Agreement dated as of September 25, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC. Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013. 10.9 Employment Offer Letter with William Monteleone dated September 25, 2013. Incorporated by reference to Exhibit 10.43 to the Company’s Amendment No. 3 to Annual Report on Form 10-K/A filed on July 2, 2014.**** 10.10 Employment Offer Letter with Joseph Israel dated December 12, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2014.**** 10.11 Employment Offer Letter with James Matthew Vaughn dated July 3, 2014. Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2016.**** 76 10.12 Employment Offer Letter with Jim Yates dated March 10, 2015. Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2016.**** 10.13 Initial Award with Jim Yates dated May 8, 2015. Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2016.**** 10.14 Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 2, 2020. * *** 10.15 Form of Award of Restricted Stock Units (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2015.**** 10.16 Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015.**** 10.17 Par Petroleum (and subsidiaries) Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015.**** 10.18 Amended and Restated Supply and Offtake Agreement dated as of December 21, 2017, between Par Hawaii Refining, LLC and J. Aron & Company, LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 22, 2017. 10.19 Amendment to Amended and Restated Supply and Offtake Agreement dated as of December 5, 2018, between Par Hawaii Refining, LLC and J. Aron & Company, LLC. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2018. 10.20 Amendment to Amended and Restated Supply and Offtake Agreement dated as of February 19, 2019 by and among Par Hawaii Refining, LLC, Par Petroleum, LLC, and J. Aron & Company LLC. Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. 10.21 Amendment to Amended and Restated Supply and Offtake Agreement dated as of June 20, 2019, among Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC, Par Petroleum, LLC, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2019. 10.22 Amendment to Amended and Restated Supply and Offtake Agreement dated as of March 31, 2020, by and among Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC, Par Petroleum, LLC, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 11 , 2020. 10.23 Amended and Restated Pledge and Security Agreement dated as of December 21, 2017, between Par Hawaii Refining, LLC and J. Aron & Company, LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 22, 2017. 10.24 Amendment to Amended and Restated Pledge and Security Agreement dated January 11, 2019, among Par Hawaii Refining, LLC and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 10.25 Environmental Indemnity Agreement dated as of June 1, 2015, by Hawaii Independent Energy, LLC in favor of J. Aron & Company. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed June 2, 2015. 10.26 Employment Offer Letter with William C. Pate dated October 12, 2015. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 14, 2015.**** 10.27 Amendment to Employment Offer Letter with Joseph Israel dated October 12, 2015. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 14, 2015.**** 10.28 Par Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2017.**** 10.29 Par Pacific Holdings, Inc. Severance Plan for Senior Officers. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2017. **** 10.30 First Amendment to Loan and Security Agreement dated as of April 3, 2018 by and among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, and Bank of America N.A. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. 77 10.31 Asset Purchase Agreement dated as of January 9, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. # 10.32 First Amendment to Asset Purchase Agreement dated as of March 23, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. # 10.33 Term Loan and Guaranty Agreement, dated as of January 11, 2019, among Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto, Par Pacific Holdings, Inc. solely for the limited purposes set forth therein, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 10.34 Collateral Trust and Intercreditor Agreement, dated as of December 21, 2017, among Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors from time to time party thereto, Wilmington Trust, National Association, as indenture trustee and as collateral trustee, J. Aron & Company LLC, and Goldman Sachs Bank USA. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 10.35 Fourth Amendment to Loan and Security Agreement, dated as of January 11, 2019, among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 10.36 Fifth Amendment to Loan and Security Agreement, dated as of June 5, 2020, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 8, 2020. 10.37 Conformed Copy of First Lien ISDA Master Agreement dated as of January 11, 2019, between Merrill Lynch Commodities, Inc. and U.S. Oil & Refining Co. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 10.38 Ninth Amendment to First Lien ISDA 2002 Master Agreement entered into as of November 1, 2019 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2019. 10.39 Thirteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 11, 2021 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc . Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021. 10.40 Omnibus Amendment to Amended and Restated Pledge and Security Agreement and Amended and Restated Supply and Offtake Agreement, dated as of June 5, 2020, among Par Hawaii Refining, LLC, Par Petroleum, LLC and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on June 8, 2020. 10.41 Increase Agreement dated July 24, 2018 among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, LLC, and certain lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 27, 2018. 10.42 Topping Unit Purchase Agreement by and among IES Downstream, LLC, Eagle Island, LLC, Par Hawaii Refining, LLC, and Par Pacific Holdings, Inc., dated as of August 29, 2018. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. # 10.43 Second Amendment to Loan and Security Agreement dated as of October 16, 2018 by and among Par Petroleum, LLC, Par Hawaii, Inc., Mid Pac Petroleum, LLC, HIE Retail, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company, LLC, and the other members party thereto, the financial institutions party thereto, and Bank of America, N.A., as administrative agent. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. 10.44 Form of Exchange Agreement. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2019. 10.45 Pledge and Security Agreement dated as of December 21, 2017 among Par Petroleum, LLC and Wilmington Trust, National Association, as collateral trustee. 14.1 Par Pacific Holdings, Inc. Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, effective December 3, 2015. Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed March 3, 2016. 78 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Deloitte & Touche LLP* 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.*** 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.*** 101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema Documents.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* * Filed herewith. *** Furnished herewith. **** Management contract or compensatory plan or arrangement. # Confidential treatment has been granted for portions of this exhibit. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the SEC. 79 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2020, 2019, and 2018 Page No. Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Income (Loss) F- 7 Consolidated Statements of Cash Flows F- 8 Consolidated Statements of Changes in Stockholders’ Equity F- 9 Notes to Consolidated Financial Statements F- 10 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Par Pacific Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Par Pacific Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also 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, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2021 expressed an unqualified opinion on the Company’s internal control over financial reporting. 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 Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill — Certain Reporting Units — Refer to Notes 2, 10, and 15 to the financial statements. Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to discount rates and forecasts of future gross margin and operating expenses. The determination of the fair value using the market approach requires management to make significant assumptions related to valuation multiples. Changes in these assumptions could have a significant impact on either the fair value, or the amount of any goodwill impairment charge, or both. The goodwill balance was $128.0 million as of December 31, 2020, net of a $67.9 million impairment loss recorded during the year ended December 31, 2020. We identified goodwill associated with certain reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting units and, consequently, the difference between their fair value F-2 and carrying value. The audit procedures performed to evaluate the reasonableness of management’s estimates and assumptions related to the selection of discount rate, valuation multiples, and forecasts of future gross margin and operating expenses required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the discount rate, valuation multiples, and forecasts of future gross margin and operating expenses used by management to estimate the fair value of certain reporting units included the following, among others: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the underlying assumptions, such as management’s selection of the discount rate, selection of valuation multiples, and forecasts of future gross margin and operating expenses. • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s gross margin and operating expenses forecasts by comparing the forecasts to: • Historical financial results. • Internal communications to management and the Board of Directors. • Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies. • We evaluated the impact of changes in financial results compared to management’s forecast between the March 31, 2020 interim measurement date and the October 1, 2020 annual measurement date. • We evaluated the impact of changes in management’s forecasts from the measurement dates to December 31, 2020. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) discount rate, and (3) valuation multiples by: • Testing the source information underlying the determination of the discount rate and valuation multiples and the mathematical accuracy of the calculations. • Developing a range of independent estimates and comparing those to the discount rate and valuation multiples selected by management.  Impairment – Investment in Laramie Energy, LLC — Refer to Note 3 to the financial statements. Critical Audit Matter Description The Company’s investment in Laramie Energy, LLC is evaluated for impairment when events or changes in circumstances indicate that the carrying value of the Company’s investment may not be recoverable. The Company’s evaluation of the recoverability of its investment involves comparison of the estimated fair value based on discounted future cash flows expected to be generated by Laramie Energy, LLC to the carrying amount of its investment. At March 31, 2020, the Company conducted an impairment evaluation of its investment in Laramie Energy, LLC because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020. As the carrying value of the Company’s investment was determined not to be recoverable, the Company adjusted its investment to fair value based on the discounted future cash flows and recognized an impairment for the carrying amount in excess of fair value. Due to a $45.3 million other-than-temporary impairment charge recorded and additional losses incurred by Laramie Energy, LLC during the year ended December 31, 2020, the Company no longer had any carrying amount recorded related to its investment in Laramie Energy, LLC as of December 31, 2020. The development of the Company’s oil and natural gas reserve quantities and the related discounted future cash flows requires management to make significant estimates and assumptions related to future oil and natural gas prices and the discount rate applied to future cash flows. Laramie Energy, LLC engages an independent reserve engineer to estimate the oil and natural gas quantities using these estimates and assumptions and engineering data. Changes in these assumptions or engineering data could have a significant impact on the amount of impairment. The audit procedures performed to evaluate the discounted future cash flows, including management’s estimates and assumptions related to future oil and gas prices and the discount rate applied to future cash flows, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. F-3 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s significant judgments and assumptions utilized in the discounted future cash flow analysis included the following, among others: • We tested the effectiveness of controls over the impairment evaluation, including management’s controls over the determination of the fair value of Laramie Energy, LLC and reviewing the work of third-party specialists. • With the assistance of our fair value specialists, we evaluated the reasonableness of the future oil and natural gas prices and the discount rate applied to future cash flows by: • Understanding the methodology used by management for development of the future oil and natural gas prices and comparing management’s estimates to published forward pricing indices and third-party industry sources. • Understanding the methodology used by management for determination of the applicable discount rate and by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities. • Evaluating the experience, qualifications and objectivity of Laramie Energy LLC’s expert, an independent reservoir engineering firm. /s/ DELOITTE & TOUCHE LLP Houston, Texas March 8, 2021 We have served as the Company’s auditor since 2013. F-4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2020 December 31, 2019 ASSETS Current assets Cash and cash equivalents $ 68,309 $ 126,015 Restricted cash 2,000 2,413 Total cash, cash equivalents, and restricted cash 70,309 128,428 Trade accounts receivable, net of allowances of $ 0.6 million and $ 1.2 million at December 31, 2020 and December 31, 2019, respectively 111,657 228,718 Inventories 429,855 615,872 Prepaid and other current assets 24,648 59,156 Total current assets 636,469 1,032,174 Property, plant, and equipment Property, plant, and equipment 1,183,878 1,146,983 Less accumulated depreciation, depletion, and amortization ( 251,113 ) ( 185,040 ) Property, plant, and equipment, net 932,765 961,943 Long-term assets Operating lease right-of-use (“ROU”) assets 357,166 420,073 Investment in Laramie Energy, LLC — 46,905 Intangible assets, net 18,892 21,549 Goodwill 127,997 195,919 Other long-term assets 60,572 21,997 Total assets $ 2,133,861 $ 2,700,560 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 59,933 $ 12,297 Obligations under inventory financing agreements 423,686 656,162 Accounts payable 106,945 162,402 Deferred revenue 4,083 7,905 Accrued taxes 27,440 30,813 Operating lease liabilities 56,965 79,999 Other accrued liabilities 199,628 84,744 Total current liabilities 878,680 1,034,322 Long-term liabilities Long-term debt, net of current maturities 648,660 599,634 Common stock warrants — 8,206 Finance lease liabilities 7,925 6,227 Operating lease liabilities 304,355 340,909 Other liabilities 47,967 63,020 Total liabilities 1,887,587 2,052,318 Commitments and Contingencies (Note 17) Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at December 31, 2020 and December 31, 2019, 54,002,538 shares and 53,254,151 shares issued at December 31, 2020 and December 31, 2019, respectively 540 533 Additional paid-in capital 726,504 715,069 Accumulated deficit ( 477,028 ) ( 67,942 ) Accumulated other comprehensive income (loss) ( 3,742 ) 582 Total stockholders’ equity 246,274 648,242 Total liabilities and stockholders’ equity $ 2,133,861 $ 2,700,560 See accompanying notes to consolidated financial statements. F-5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2020 2019 2018 Revenues $ 3,124,870 $ 5,401,516 $ 3,410,728 Operating expenses Cost of revenues (excluding depreciation) 2,947,697 4,803,589 3,003,116 Operating expense (excluding depreciation) 277,427 312,899 215,284 Depreciation, depletion, and amortization 90,036 86,121 52,642 Impairment expense 85,806 — — General and administrative expense (excluding depreciation) 41,288 46,223 47,426 Acquisition and integration costs 614 4,704 10,319 Total operating expenses 3,442,868 5,253,536 3,328,787 Operating income (loss) ( 317,998 ) 147,980 81,941 Other income (expense) Interest expense and financing costs, net ( 70,222 ) ( 74,839 ) ( 39,768 ) Debt extinguishment and commitment costs — ( 11,587 ) ( 4,224 ) Other income, net 1,049 2,516 1,046 Change in value of common stock warrants 4,270 ( 3,199 ) 1,801 Change in value of contingent consideration — — ( 10,500 ) Equity earnings (losses) from Laramie Energy, LLC ( 46,905 ) ( 89,751 ) 9,464 Total other expense, net ( 111,808 ) ( 176,860 ) ( 42,181 ) Income (loss) before income taxes ( 429,806 ) ( 28,880 ) 39,760 Income tax benefit (expense) 20,720 69,689 ( 333 ) Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 Income (loss) per share Basic $ ( 7.68 ) $ 0.80 $ 0.85 Diluted $ ( 7.68 ) $ 0.80 $ 0.85 Weighted-average number of shares outstanding Basic 53,295 50,352 45,726 Diluted 53,295 50,470 45,755 See accompanying notes to consolidated financial statements. F-6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2020 2019 2018 Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 Other comprehensive income (loss): Other post-retirement benefits income (loss), net of tax ( 4,324 ) ( 2,091 ) 529 Total other comprehensive income (loss), net of tax ( 4,324 ) ( 2,091 ) 529 Comprehensive income (loss) $ ( 413,410 ) $ 38,718 $ 39,956 See accompanying notes to consolidated financial statements. F-7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, depletion, and amortization 90,036 86,121 52,642 Impairment expense 85,806 — — Debt extinguishment and commitment costs — 11,587 4,224 Non-cash interest expense 6,902 9,118 7,127 Non-cash lower of cost and net realizable value adjustment 10,595 ( 3,752 ) 3,752 Change in value of common stock warrants ( 4,270 ) 3,199 ( 1,801 ) Deferred taxes ( 20,895 ) ( 66,886 ) 661 Stock-based compensation 7,342 6,437 6,196 Unrealized (gain) loss on derivative contracts ( 3,322 ) 9,350 2,122 Equity (earnings) losses from Laramie Energy, LLC 46,905 89,751 ( 9,464 ) Net changes in operating assets and liabilities: Trade accounts receivable 117,801 ( 36,652 ) ( 35,790 ) Collateral posted with broker for derivative transactions 7,035 ( 8,797 ) ( 3,790 ) Prepaid and other assets 29,465 ( 24,121 ) ( 5,521 ) Inventories 171,880 ( 191,688 ) 28,088 Deferred turnaround expenditures ( 49,770 ) ( 9,800 ) — Obligations under inventory financing agreements ( 190,831 ) 121,985 ( 17,138 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 67,193 68,969 19,885 Net cash provided by (used in) operating activities ( 37,214 ) 105,630 90,620 Cash flows from investing activities: Acquisitions of businesses, net of cash acquired — ( 273,399 ) ( 74,331 ) Proceeds (expenditures) related to asset acquisition — 3,226 ( 53,867 ) Capital expenditures ( 63,522 ) ( 83,920 ) ( 48,439 ) Other investing activities 58 864 816 Net cash used in investing activities ( 63,464 ) ( 353,229 ) ( 175,821 ) Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs — — 19,318 Proceeds from borrowings 250,387 510,906 118,741 Repayments of borrowings ( 159,489 ) ( 241,336 ) ( 118,751 ) Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 41,645 ) 43,422 27,264 Payment of deferred loan costs ( 6,266 ) ( 13,450 ) ( 379 ) Exercise of stock options — 8,171 — Payments for debt extinguishment and commitment costs — ( 8,087 ) ( 3,390 ) Other financing activities, net ( 428 ) 582 ( 860 ) Net cash provided by financing activities 42,559 300,208 41,943 Net increase (decrease) in cash, cash equivalents, and restricted cash ( 58,119 ) 52,609 ( 43,258 ) Cash, cash equivalents, and restricted cash at beginning of period 128,428 75,819 119,077 Cash, cash equivalents, and restricted cash at end of period $ 70,309 $ 128,428 $ 75,819 Supplemental cash flow information: Net cash received (paid) for: Interest $ ( 54,256 ) $ ( 58,250 ) $ ( 28,186 ) Taxes 190 ( 136 ) ( 49 ) Non-cash investing and financing activities: Accrued capital expenditures $ 4,686 $ 6,386 $ 6,199 Value of warrants reclassified to equity 3,936 — — ROU assets obtained in exchange for new finance lease liabilities 3,476 963 1,678 ROU assets obtained in exchange for new operating lease liabilities 22,529 79,382 — ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 7,738 193 — Common stock issued for business combination — 36,980 — Common stock issued to repurchase convertible notes — 74,290 — See accompanying notes to consolidated financial statements. F-8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Deficit Income Equity Balance, January 1, 2018 45,776 $ 458 $ 593,295 $ ( 148,178 ) $ 2,144 $ 447,719 Issuance of common stock in connection with acquisition 1,108 11 19,307 — — 19,318 Stock-based compensation 147 1 6,195 — — 6,196 Purchase of common stock for retirement ( 47 ) — ( 860 ) — — ( 860 ) Other comprehensive income — — — — 529 529 Net income — — — 39,427 — 39,427 Balance, December 31, 2018 46,984 470 617,937 ( 108,751 ) 2,673 512,329 Issuance of common stock in connection with acquisition 2,364 23 36,957 — — 36,980 Issuance of common stock for convertible notes repurchase, net (1) 3,243 32 45,585 — — 45,617 Issuance of common stock for employee stock purchase plan 68 1 1,489 — — 1,490 Stock-based compensation 202 3 6,210 — — 6,213 Purchase of common stock for retirement ( 54 ) — ( 1,276 ) — — ( 1,276 ) Exercise of stock options 447 4 8,167 — — 8,171 Other comprehensive loss — — — — ( 2,091 ) ( 2,091 ) Net income — — — 40,809 — 40,809 Balance, December 31, 2019 53,254 533 715,069 ( 67,942 ) 582 648,242 Issuance of common stock for employee stock purchase plan 145 2 1,551 — — 1,553 Exercise of common stock warrants 351 3 3,933 — — 3,936 Stock-based compensation 322 3 7,106 — — 7,109 Purchase of common stock for retirement ( 69 ) ( 1 ) ( 1,155 ) — — ( 1,156 ) Other comprehensive loss — — — — ( 4,324 ) ( 4,324 ) Net loss — — — ( 409,086 ) — ( 409,086 ) Balance, December 31, 2020 54,003 $ 540 $ 726,504 $ ( 477,028 ) $ ( 3,742 ) $ 246,274 ________________________________________ (1) The issuance of common stock for the repurchase of a portion of our 5.00% Convertible Senior Notes during the year ended December 31, 2019, is presented net of a $ 28.7 million write-off associated with the equity component of the repurchased notes. See accompanying notes to consolidated financial statements. F-9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 1— Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) own and operate market-leading energy and infrastructure businesses. Our strategy is to acquire and develop businesses in logistically-complex markets. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries, including one idled refinery, with total operating throughput capacity of over 150 thousand barrels per day (“Mbpd”). Our operational refinery in Kapolei, Hawaii, produces ultra-low sulfur diesel (“ULSD”), gasoline, jet fuel, marine fuel, low sulfur fuel oil (“LSFO”), and other associated refined products primarily for consumption in Hawaii. We idled the smaller of our two Kapolei refineries in the first quarter of 2020 for economic reasons. Our refinery in Newcastle, Wyoming, produces gasoline, ULSD, jet fuel, and other associated refined products that are primarily marketed in Wyoming and South Dakota. Our refinery in Tacoma, Washington, produces distillates, gasoline, asphalt, and other associated refined products primarily marketed in the Pacific Northwest. 2) Retail - We operate 123 retail outlets in Hawaii, Washington, and Idaho. Our fuel retail outlets in Hawaii sell gasoline and diesel throughout the islands of Oahu, Maui, Hawaii, and Kauai. We operate convenience stores at 34 of our Hawaii retail fuel outlets that sell merchandise such as soft drinks, prepared foods, and other sundries. Our Hawaii retail network includes Hele and “76” branded retail sites, company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations. 42 of our sites operate under our proprietary Hele (the Hawaiian word for movement or “let’s go”) fuel brand. Our eight cardlock locations on Kauai are branded Kauai Automated Fuels (“KAF”). Through December 31, 2020, we completed the rebranding of all of our 34 company-operated convenience stores in Hawaii to “nomnom,” a new proprietary brand. As of December 31, 2020, most of our retail outlets in Washington and Idaho continued to operate under the “Cenex®” and “Zip Trip®” brand names. A rebranding of those sites to our proprietary “nomnom” brand began in December 2020 and the rebranding of four sites was completed as of December 31, 2020. As part of the Northwest Retail Acquisition, Par and CHS, Inc. entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the 33 acquired Cenex® Zip Trip convenience stores. As these stores are rebranded, Par will begin self-supplying the fuel with equity barrels and/or unbranded fuels procured in the open market. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rockies. We own and operate terminals, pipelines, a single point mooring (“SPM”), and trucking operations to distribute refined products throughout the islands of Oahu, Maui, Hawaii, Molokai, and Kauai. We lease marine vessels for the movement of petroleum, refined products, and ethanol between the U.S. West Coast and Hawaii. We own and operate a crude oil pipeline gathering system, a refined products pipeline, storage facilities, and loading racks in Wyoming and a jet fuel storage facility and pipeline that serve Ellsworth Air Force Base in South Dakota. We own and operate logistics assets in Washington, including a marine terminal, a unit train-capable rail loading terminal, storage facilities, a truck rack, and a proprietary pipeline that serves Joint Base Lewis McChord. As of December 31, 2020, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”), a joint venture entity operated by Laramie Energy II, LLC (“Laramie”). Laramie Energy is focused on producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. Our Corporate and Other reportable segment primarily includes general and administrative costs. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. F-10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation. Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. The worldwide spread and severity of a new coronavirus, referred to as COVID-19, and certain developments in the global crude oil markets have impacted our businesses, people, and operations. We are actively responding to these ongoing matters and many uncertainties remain. Due to the rapid development and fluidity of the situation, the full magnitude of the COVID-19 pandemic’s impact on our estimates and assumptions, financial condition, future results of operations, and future cash flows and liquidity is uncertain and has been and may continue to be material. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2020, 2019, or 2018. Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and net realizable value using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. All of the crude oil utilized at the Hawaii refineries is financed by J. Aron & Company LLC (“J. Aron”) under the Supply and Offtake Agreements as described in Note 11—Inventory Financing Agreements. The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory. In connection with the consummation of the Washington Acquisition (as defined in Note 4—Acquisitions), we became a party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. (“MLC”) as described in Note 11—Inventory Financing Agreements . Under this arrangement, U.S. Oil (as defined in Note 4—Acquisitions) purchases crude oil supplied from third-party suppliers and MLC provides credit support for certain crude oil purchases. MLC’s credit support can consist of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil holds title to all crude oil and refined products inventories at all times and pledges such inventories, together with all receivables arising from the sales of same, exclusively to MLC. F-11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. Environmental Credits and Obligations Inventories also include Renewable Identification Numbers (“RINs”), sulfur credits, and other environmental credits. Our RINs assets, which include RINs purchased in the open market and RINs obtained by purchasing biofuels which are later blended into our refined products, are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and net realizable value (“NRV”) as of the end of the reporting period. Our sulfur credits and other environmental credits generated as part of our refining process are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our renewable volume obligation and other environmental credit obligations to comply with the U.S. Environmental Protection Agency (“EPA”) regulations (as discussed in Note 17—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and measured at fair value as of the end of the reporting period. The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. Investment in Laramie Energy, LLC Prior to June 30, 2020, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of the net income (loss) of this entity was included in Equity earnings (losses) from Laramie Energy, LLC in the consolidated statements of operations. As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero. The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment. During the years ended December 31, 2020 and 2019, we recorded impairment charges of $ 45.3 million and $ 81.5 million in our consolidated statement of operations due to the significant decline in natural gas prices during the first quarter of 2020 and during the second and third quarters of 2019, respectively. Please read Note 3—Investment in Laramie Energy, LLC for further information. Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred. Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate. When the act of abandonment occurs, we F-12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 determine if the assets have a shortened useful life or should be considered abandoned and accelerate depreciation or write off the asset balance and any associated accumulated depreciation and record an impairment loss. Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and nonlease components of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance lease ROU assets are presented within Property, plant, and equipment and operating lease ROU assets within Operating lease right-of-use assets on our consolidated balance sheets. Please read Note 16—Leases for further disclosures and information on leases. Asset Retirement Obligations We record asset retirement obligations (“AROs”) in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation, depletion, and amortization (“DD&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ). During 2020 and 2019, we recognized deferred turnaround costs of approximately $ 49.8 million and $ 9.8 million, respectively. No deferred turnaround costs were recorded during 2018. Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. During the year ended December 31, 2020, we recorded goodwill impairment charges of $ 67.9 million related to our Refining and Retail segments. Please read Note 10—Goodwill and Intangible Assets for further discussion on the goodwill impairment. F-13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil and refined products. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include: our obligations to repurchase crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreements and to repay MLC for monthly crude oil and refined product financing under the Washington Refinery Intermediation Agreement and the redemption option and the related make-whole premium on our 5.00% Convertible Senior Notes. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read Note 14—Derivatives and Note 15—Fair Value Measurements for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that any uncertain tax positions outstanding at December 31, 2020 and 2019 would not have a material impact on our financial condition, results of operations, or cash flows as any uncertain tax positions taken would have F-14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 been fully covered by the Company’s deferred tax assets related to its historical net operating losses and corresponding valuation allowance. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2017, 2018, and 2019. However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the net operating loss deduction was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. We account for forfeitures as they occur. The grant date fair value of restricted stock awards is equal to the market price of our common stock on the date of grant. The fair value of stock options is estimated using the Black-Scholes option-pricing model as of the date of grant. The fair value of the discount offered on the employee stock purchase plan is equal to 15 % of the market price of our common stock on the purchase date. Revenue Recognition Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments for our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). This accounting policy did not have a material impact on our consolidated financial information for the years ended December 31, 2020, 2019, and 2018. Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains (losses) on derivatives and inventory valuation adjustments. Certain direct operating expenses related to our logistics segment are also included in Cost of revenues (excluding depreciation). Operating expense (excluding depreciation) includes direct costs of labor, maintenance and services, energy and utility costs, property taxes, and environmental compliance costs, as well as chemicals and catalysts and other direct operating expenses. F-15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenues $ 21,755 $ 16,882 $ 6,722 Operating expense 56,637 55,181 28,037 General and administrative expense 3,429 3,145 4,233 Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans. The funded status is recorded within Other liabilities on our consolidated balance sheets. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation derivative is measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants were included in the calculation of basic EPS because they were issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 20—Income (Loss) Per Share for further information. Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income, net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. Accounting Principles Not Yet Adopted In March 2020 and January 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”), respectively. These ASUs provide for optional expedients and allowable exceptions to GAAP to ease the potential burden in recognizing the effects of reference rate reform, especially in regards to the cessation of the London Interbank Offered Rate (“LIBOR”). ASU 2020-04 and ASU 2021-01 are F-16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 applicable to contract modifications that meet certain requirements and are entered into between March 12, 2020 and December 31, 2022. We have several contracts that reference LIBOR, some of which terminate after LIBOR is anticipated to cease being reported in 2021. We are currently reviewing the effect that the election of ASU 2020-04 and ASU 2021-01 would have on our financial condition, results of operations, and cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ( “ ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to general principles and to clarify and amend guidance to improve consistency under FASB ASC Topic 740 “Income Taxes.” The guidance in ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. On January 1, 2021, we adopted ASU 2019-12 under the prospective method and information that was presented prior to January 1, 2021 has not been restated and continues to be reported under the accounting standards in effect for that period. Our adoption of ASU 2019-12 did not have a material impact on our financial condition, results of operations, and cash flows. Accounting Principles Adopted On December 31, 2020, we adopted ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ( “ ASU 2018-14”), using the required retrospective transition method. This ASU amended, added, and removed certain disclosure requirements under FASB ASC Topic 715 “Compensation — Retirement Benefits.” Our adoption of ASU 2018-14 did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures. On January 1, 2020, we adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended by other ASUs issued since June 2016 (“ASU 2016-13”), using the modified retrospective transition method. Under this optional transition method, information presented prior to January 1, 2020 has not been restated and continues to be reported under the accounting standards in effect for the period. There was no adjustment to our opening retained earnings as a result of the adoption of this ASU. ASU 2016-13 requires expected credit losses on financial instruments to be recorded over the estimated life of the financial instrument. Prior to this ASU, the guidance required recording of credit losses when those losses were incurred. ASU 2016-13 is applicable to credit losses and allowances on loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and certain other financial assets, but excludes derivative assets under FASB ASC Topic 815 “Derivatives and Hedging.” Our adoption of ASU 2016-13 did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures. On January 1, 2020, we adopted ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminated Step 2 from the current goodwill impairment test. Under ASU 2017-04, an entity is no longer required to determine a goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This ASU changed the policy under which we perform our goodwill impairment assessments by eliminating Step 2 of the test. On January 1, 2020, we adopted ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ( “ ASU 2018-13”). This ASU amended, added, and removed certain disclosure requirements under FASB ASC Topic 820 “Fair Value Measurement.” The adoption of ASU 2018-13 did not have a material impact on our financial condition, results of operations, cash flows, or related disclosures. On January 1, 2020, we adopted ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ( “ ASU 2018-15”), using the prospective method and information that was presented prior to January 1, 2020 has not been restated and continues to be reported under the accounting standards in effect for that period. This ASU required entities to account for implementation costs incurred in a cloud computing agreement that is a service contract under the guidance in FASB ASC Topic 350, “Goodwill and Intangible Assets,” which results in a capitalized and amortizable intangible asset. The adoption of ASU 2018-15 did not have a material impact on our financial condition, results of operations, or cash flows. Note 3— Investment in Laramie Energy, LLC As of December 31, 2020, we owned a 46.0 % ownership interest in Laramie Energy, a joint venture entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. Laramie Energy has a $ 400.0 million revolving credit facility secured by a lien on its natural gas and crude oil properties and related assets with a borrowing F-17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 base currently set at $ 139.7 million. On November 20, 2020, Laramie Energy amended its revolving credit facility agreement whereby the borrowing base was reduced to $ 140.0 million, resulting in a borrowing base deficiency of $ 60.0 million. In conjunction with the borrowing base deficiency, Laramie entered into a forbearance agreement through June 15, 2021 with its lenders. As of December 31, 2020 and 2019, the balance outstanding on the revolving credit facility was approximately $ 139.7 million and $ 201.2 million, respectively. As of December 31, 2020, the outstanding balance on the deficiency loan was $ 60.0 million. We are guarantors of Laramie Energy’s credit facility, with recourse limited to the pledge of our equity interest in our wholly owned subsidiary, Par Piceance Energy Equity, LLC. Under the terms of its credit facility, Laramie Energy is generally prohibited from making future cash distributions to its owners, including us. Laramie Energy’s credit facility matures on December 15, 2021. At March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020. Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $ 1.9 million, compared to a carrying value of $ 47.2 million at March 31, 2020. The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of March 31, 2020 for the years 2020 and 2021 of the forecast, and a blend of forward strip pricing and third-party analyst pricing for the years 2022 through 2028. Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate. As a result, we recorded an other-than temporary impairment charge of $ 45.3 million in Equity earnings (losses) from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020. Please read Note 15—Fair Value Measurements for further information. During the quarter ended June 30, 2020, Laramie Energy incurred additional losses that reduced the book value of our investment to zero and, as such, as of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy. During the fourth quarter of 2019, Laramie Energy recorded an impairment loss of $ 355.2 million associated with the carrying value of proved reserves. As a result of Laramie Energy’s impairment loss and the liquidity impact associated with the previous maturity of the revolving credit facility in December 2020, we updated the impairment evaluation of our investment in Laramie Energy as of December 31, 2019. The fair value estimate was determined using a discounted cash flow analysis based on reserves volumes and natural gas forward strip prices as of December 31, 2019. Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy approximated carrying value as of December 31, 2019. At September 30, 2019, we conducted an impairment evaluation of our investment in Laramie Energy because of the significant decline in natural gas prices over the second quarter of 2019 and continued deterioration in the third quarter of 2019. Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $ 51.8 million, compared to a carrying value of $ 133.3 million at September 30, 2019. The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of September 30, 2019 for two years through December 31, 2021. A blend of 2021 forward strip pricing and third-party analyst pricing was used for years after 2021 through December 31, 2028. Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate. Based on the significant decline in natural gas prices and the reduced likelihood that natural gas prices would recover in the near term, we concluded that the decline in the fair value of our investment in Laramie Energy was other than temporary. As a result, we recorded an impairment charge of $ 81.5 million in Equity earnings (losses) from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2019. Please read Note 15—Fair Value Measurements for further information. On March 4, 2019, Laramie entered into a binding agreement to divest an insignificant amount of producing property for approximately $ 17.5 million. This divestiture did not result in a change in our ownership percentage. On October 18, 2018, Laramie Energy repurchased 138,795 of its Class A Units from certain unitholders for an aggregate purchase price of $ 14.8 million. As a result of this transaction, our ownership interest in Laramie Energy increased from 39.1 % to 46.0 %. On February 28, 2018, Laramie Energy closed on a purchase and contribution agreement with an unaffiliated third party that contributed all of its oil and gas properties located in the Piceance Basin and a $ 20.0 million cash payment, collectively with a fair market value of $ 28.1 million, into Laramie Energy in exchange for 70,227 of Laramie Energy’s newly issued Class A Units. The unaffiliated third party also contributed a $ 3.5 million cash payment for asset reclamation liabilities related to the properties conveyed. As a result of this transaction, our ownership interest in Laramie Energy decreased from 42.3 % to 39.1 %. F-18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Beginning balance $ 46,905 $ 136,656 $ 127,192 Equity earnings (losses) from Laramie Energy (1) ( 1,611 ) ( 175,018 ) 4,487 Accretion of basis difference — 5,018 4,977 Adjustment of basis difference (2) — 161,764 — Impairment of our investment in Laramie Energy ( 45,294 ) ( 81,515 ) — Ending balance $ — $ 46,905 $ 136,656 ________________________________________________________ (1) As of June 30, 2020, we have discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment has been reduced to zero . (2) Represents the reduction in our basis difference resulting from the asset impairment loss recorded by Laramie Energy for the year ended December 31, 2019. Summarized financial information for Laramie Energy is as follows (in thousands): December 31, 2020 2019 Current assets $ 34,573 $ 23,367 Non-current assets 355,538 393,575 Current liabilities 217,523 229,687 Non-current liabilities 93,193 85,287 Year Ended December 31, 2020 2019 2018 Natural gas and oil revenues $ 121,893 $ 193,906 $ 226,974 Income (loss) from operations ( 2,994 ) ( 360,967 ) 34,206 Net income (loss) ( 22,589 ) ( 380,473 ) 6,347 Laramie Energy’s net income (loss) includes (in thousands): Year Ended December 31, 2020 2019 2018 Asset impairment loss $ — $ 355,220 $ — Depreciation, depletion, and amortization 34,966 82,632 66,604 Unrealized (gain) loss on derivative instruments 4,245 ( 4,283 ) 4,063 Note 4— Acquisitions Washington Acquisition On November 26, 2018, we entered into a Purchase and Sale Agreement to acquire U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”), a privately-held downstream business (the “Washington Acquisition”). The Washington Acquisition included a 42 Mbpd refinery, a marine terminal, a unit train-capable rail loading terminal, and 2.9 MMbbls of refined product and crude oil storage. The refinery and associated logistics system are strategically located in Tacoma, Washington, and currently serve the Pacific Northwest market. On January 11, 2019, we completed the Washington Acquisition for a total purchase price of $ 326.5 million, including acquired working capital, consisting of cash consideration of $ 289.5 million and approximately 2.4 million shares of Par’s common stock with a fair value of $ 37.0 million issued to the seller of U.S. Oil. The cash consideration was funded in part through cash on hand, proceeds from borrowings under a new term loan facility entered into with Goldman Sachs Bank USA, as administrative agent, of $ 250.0 million (the “Term Loan B”), and proceeds from borrowings under a term loan from the Bank of Hawaii of $ 45.0 million (the “Par Pacific Term Loan”). Please F-19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 read Note 13—Debt for further information on the Term Loan B and Par Pacific Term Loan. During December 2018 and January 2019, we incurred $ 4.2 million and $ 5.4 million of commitment fees associated with the funding of the Washington Acquisition, respectively. Such commitment fees are presented as Debt extinguishment and commitment costs on our consolidated statements of operations for the years ended December 31, 2019 and 2018. In connection with the consummation of the Washington Acquisition, we assumed the Washington Refinery Intermediation Agreement with MLC that provides a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivable. Please read Note 11—Inventory Financing Agreements for further information on the Washington Refinery Intermediation Agreement. We accounted for the Washington Acquisition as a business combination whereby the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with those of the Washington refinery and the utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. Goodwill recognized as a result of the Washington Acquisition is not expected to be deductible for income tax reporting purposes. A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 16,146 Accounts receivable 34,954 Inventories 98,367 Prepaid and other assets 5,320 Property, plant, and equipment 412,766 Operating lease right-of-use assets 62,337 Goodwill (1) 42,522 Total assets (2) 672,412 Obligations under inventory financing agreements ( 116,873 ) Accounts payable ( 55,357 ) Current operating lease liabilities ( 21,571 ) Other current liabilities ( 18,411 ) Long-term operating lease liabilities ( 40,766 ) Deferred tax liability ( 92,103 ) Other non-current liabilities ( 804 ) Total liabilities ( 345,885 ) Total $ 326,527 ______________________________________________ (1) We allocated $ 24.7 million and $ 17.8 million of goodwill to our refining and logistics segments, respectively. (2) We allocated $ 403.9 million and $ 268.5 million of total assets to our refining and logistics segments, respectively. As of December 31, 2019, we finalized the Washington Acquisition purchase price allocation. We incurred $ 2.2 million and $ 2.6 million of acquisition costs related to the Washington Acquisition for the years ended December 31, 2019 and 2018, respectively. These costs are included in Acquisition and integration costs on our consolidated statements of operations. F-20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The results of operations of U.S. Oil were included in our results beginning on January 11, 2019. For the year ended December 31, 2019, our results of operations included revenues of $ 1.2 billion and income before income taxes of $ 65.8 million related to U.S. Oil. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the Washington Acquisition had been completed on January 1, 2018 (in thousands except per share information): Year Ended December 31, 2019 2018 Revenues $ 5,429,530 $ 4,709,850 Net income (loss) ( 4,547 ) 88,174 Income (loss) per share Basic $ ( 0.09 ) $ 1.81 Diluted $ ( 0.09 ) $ 1.79 These pro forma results were based on estimates and assumptions that we believe are reasonable. They are not necessarily indicative of our consolidated results of operations in future periods or the results that actually would have been realized had we been a combined company during the periods presented. The pro forma results for the years ended December 31, 2019 and 2018, include adjustments to remeasure U.S. Oil’s LIFO inventory reserve as if the Washington Acquisition had been completed on January 1, 2018, record interest and other debt extinguishment costs related to issuance of the Term Loan B and Par Pacific Term Loan, and adjust U.S. Oil’s historical depreciation expense as a result of the fair value adjustment to Property, plant, and equipment, net. The pro forma results for the year ended December 31, 2019 also include an adjustment to eliminate the $ 64.2 million tax benefit associated with a partial release of our valuation allowance in connection with the Washington Acquisition. Par West Acquisition On August 29, 2018, we entered into a Topping Unit Purchase Agreement with IES Downstream, LLC (“IES”) to purchase certain of IES’s refining units and related assets in addition to certain hydrocarbon and non-hydrocarbon inventory (collectively, the “Par West Acquisition”). On December 19, 2018, we completed the asset purchase for total consideration of approximately $ 66.9 million, net of a $ 4.3 million receivable related to net working capital adjustments. The purchase price consisted of $ 47.6 million in cash and approximately 1.1 million shares of our common stock with a fair value of $ 19.3 million. We accounted for the Par West Acquisition as an asset acquisition whereby the purchase price was allocated entirely to the assets acquired. Of the total purchase price of $ 66.9 million, $ 45.2 million was allocated to property, plant, and equipment, $ 4.3 million to non-hydrocarbon inventory, and $ 17.4 million to hydrocarbon inventory. With the completion of the Par West Acquisition, we now have two refineries in Hawaii that are approximately two miles from one another: Par East, our legacy refinery assets, and Par West, the recently-acquired assets. We incurred $ 5.7 million of acquisition costs related to the Par West Acquisition for the year ended December 31, 2018. These costs are included in Acquisition and integration costs on our consolidated statement of operations. The Par West refinery was idled in the first quarter of 2020 due to the reduction in demand resulting from the COVID-19 global pandemic’s effect on the economy. Please read Note 8—Property, Plant, and Equipment and Impairment of Long-Lived Assets and Note 15—Fair Value Measurements for further information. Northwest Retail Acquisition On January 9, 2018, we entered into an Asset Purchase Agreement with CHS, Inc. to acquire twenty-one ( 21 ) owned retail gasoline, convenience store facilities and twelve ( 12 ) leased retail gasoline, convenience store facilities, all at various locations in Washington and Idaho (collectively, “Northwest Retail”). On March 23, 2018, we completed the acquisition for cash consideration of approximately $ 74.5 million (the “Northwest Retail Acquisition”). As part of the Northwest Retail Acquisition, Par and CHS, Inc. entered into a multi-year branded petroleum marketing agreement for the continued supply of Cenex®-branded refined products to the acquired Cenex® Zip Trip convenience stores. In addition, the parties also entered into a multi-year supply agreement pursuant to which Par supplies refined products to CHS, Inc. within the Rocky Mountain and Pacific Northwest markets. F-21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 We accounted for the acquisition of Northwest Retail as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Northwest Retail and utilization of our net operating loss carryforwards, as well as intangible assets that do not qualify for separate recognition. Goodwill recognized as a result of the Northwest Retail Acquisition is expected to be deductible for income tax reporting purposes. A summary of the fair value of the assets acquired and liabilities assumed is as follows (in thousands): Cash $ 200 Inventories 4,138 Prepaid and other current assets 243 Property, plant, and equipment 30,230 Goodwill (1) 46,210 Accounts payable and other current liabilities ( 759 ) Long-term capital lease obligations ( 5,244 ) Other non-current liabilities ( 487 ) Total $ 74,531 ________________________________________________________ (1) The total goodwill balance of $ 46.2 million was allocated to our retail segment. As of December 31, 2018, we finalized the Northwest Retail Acquisition purchase price allocation. We incurred $ 0.6 million of acquisition costs related to the Northwest Retail Acquisition for the year ended December 31, 2018. These costs are included in Acquisition and integration costs on our consolidated statement of operations. Note 5— Revenue Recognition As of December 31, 2020 and 2019, receivables from contracts with customers were $ 104.9 million and $ 214.5 million, respectively. Our refining segment recognizes deferred revenues when cash payments are received in advance of delivery of products to the customer. Deferred revenue was $ 4.1 million and $ 7.9 million as of December 31, 2020 and 2019, respectively. We have elected to apply a practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected duration of less than one year and (ii) contracts where the variable consideration has been allocated entirely to our unsatisfied performance obligation. F-22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The following table provides information about disaggregated revenue by major product line and includes a reconciliation of the disaggregated revenues to total segment revenues (in thousands): Year Ended December 31, 2020 Refining Logistics Retail Product or service: Gasoline $ 846,294 $ — $ 241,003 Distillates (1) 1,256,618 — 30,739 Other refined products (2) 753,591 — — Merchandise — — 90,173 Transportation and terminalling services — 180,909 — Other revenue 30,198 — 1,798 Total segment revenues (3) $ 2,886,701 $ 180,909 $ 363,713 Year Ended December 31, 2019 Refining Logistics Retail Product or service: Gasoline $ 1,416,706 $ — $ 326,304 Distillates (1) 2,503,981 — 40,189 Other refined products (2) 1,242,401 — — Merchandise — — 90,480 Transportation and terminalling services — 199,226 — Other revenue 4,854 — 1,916 Total segment revenues (3) $ 5,167,942 $ 199,226 $ 458,889 Year Ended December 31, 2018 Refining Logistics Retail Product or service: Gasoline $ 981,090 $ — $ 317,434 Distillates (1) 1,770,381 — 39,835 Other refined products (2) 458,596 — — Merchandise — — 83,771 Transportation and terminalling services — 125,743 — Total segment revenues (3) $ 3,210,067 $ 125,743 $ 441,040 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, asphalt, and naphtha. (3) Refer to Note 22—Segment Information for the reconciliation of segment revenues to total consolidated revenues. F-23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 6— Inventories Inventories at December 31, 2020 and 2019 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreements (1) Total December 31, 2020 Crude oil and feedstocks $ 88,307 $ 75,340 $ 163,647 Refined products and blendstock 112,146 83,601 195,747 Warehouse stock and other (2) 70,461 — 70,461 Total $ 270,914 $ 158,941 $ 429,855 December 31, 2019 Crude oil and feedstocks $ 117,717 $ 148,303 $ 266,020 Refined products and blendstock 127,966 158,737 286,703 Warehouse stock and other (2) 63,149 — 63,149 Total $ 308,832 $ 307,040 $ 615,872 _________________________________________________________ (1) Please read Note 11—Inventory Financing Agreements for further information. (2) Includes $ 26.7 million and $ 19.1 million of RINs and environmental credits, reported at cost, as of December 31, 2020 and 2019, respectively. Our renewable volume obligation and other gross environmental credit obligations of $ 150.5 million and $ 22.8 million, reported at market value, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2020 and 2019, respectively. As of December 31, 2020, there was $ 10.6 million reserve for the lower of cost and net realizable value of inventory. As of December 31, 2019, there was no reserve for the lower of cost and net realizable value of inventory. Our LIFO inventories, net of the lower of cost or net realizable reserve, were equal to current cost as of December 31, 2020. As of December 31, 2019, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 6.4 million. Note 7— Prepaid and Other Current Assets Prepaid and other current assets at December 31, 2020 and 2019 consisted of the following (in thousands): December 31, 2020 2019 Advances to suppliers $ — $ 27,635 Collateral posted with broker for derivative instruments (1) 1,489 10,306 Prepaid insurance 14,932 13,536 Derivative assets 1,346 2,075 Other 6,881 5,604 Total $ 24,648 $ 59,156 _________________________________________________________ (1) Our cash margin that is required as collateral deposits on our commodity derivatives cannot be offset against the fair value of open contracts except in the event of default. Please read Note 14—Derivatives for further information. F-24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 8— Property, Plant, and Equipment and Impairment of Long-Lived Assets Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2020 2019 Land $ 188,096 $ 188,096 Buildings and equipment (1) 974,305 937,926 Other (1) 21,477 20,961 Total property, plant, and equipment 1,183,878 1,146,983 Less accumulated depreciation, depletion, and amortization ( 251,113 ) ( 185,040 ) Property, plant, and equipment, net $ 932,765 $ 961,943 ______________________________________________________ (1) Please read Note 16—Leases for further disclosures and information on finance leases. Depreciation and finance lease amortization expense was approximately $ 81.8 million, $ 75.2 million, and $ 39.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. The Par West refinery was idled in the first quarter of 2020 due to the reduction in demand resulting from the COVID-19 global pandemic’s effect on the economy. Pursuant to GAAP accounting guidelines, this refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. As a result, in the year ended December 31, 2020, we recorded impairment charges of $ 10.7 million, $ 5.0 million, and $ 2.2 million in Impairment expense on our consolidated statement of operations related to the write-offs of Par West property, plant, and equipment, deferred turnaround costs, and inventory, respectively. Please read Note 15—Fair Value Measurements for additional information. Note 9— Asset Retirement Obligations The table below summarizes the changes in our recorded asset retirement obligations (in thousands): Year Ended December 31, 2020 2019 2018 Beginning balance $ 10,180 $ 9,985 $ 9,103 Obligations acquired — — 487 Accretion expense 490 331 395 Liabilities settled during period ( 34 ) ( 136 ) — Ending balance $ 10,636 $ 10,180 $ 9,985 Note 10— Goodwill and Intangible Assets During the years ended December 31, 2020, 2019, and 2018, the change in the carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2018 $ 107,187 Acquisition of Northwest Retail (1) 46,210 Balance at December 31, 2018 153,397 Acquisition of U.S. Oil (1) 42,522 Balance at December 31, 2019 195,919 Impairment expense ( 67,922 ) Balance at December 31, 2020 $ 127,997 ________________________________________________________ (1) Please read Note 4—Acquisitions for further discussion. F-25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 At March 31, 2020, we performed a quantitative goodwill impairment test of all of our reporting units due to (i) the global economic impact of the COVID-19 pandemic and (ii) a steep decline in current and forecasted prices and demand for crude oil and refined products. As part of our quantitative impairment test, we compared the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. In assessing the fair value of the reporting units, we primarily utilized a market approach based on observable multiples for comparable companies within our industry. Our refining reporting units in Hawaii and Washington were fully impaired and the goodwill associated with our retail reporting unit in Washington and Idaho was partially impaired, resulting in a charge of $ 67.9 million in our consolidated statement of operations for the year ended December 31, 2020. The goodwill impairment expense was allocated to the Refining segment ($ 38.1 million) and to the Retail segment ($ 29.8 million). Intangible assets consisted of the following (in thousands): December 31, 2020 2019 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Other 261 261 Total intangible assets 38,592 38,592 Accumulated amortization: Trade name and trademarks ( 5,210 ) ( 5,124 ) Customer relationships ( 14,490 ) ( 11,919 ) Other — — Total accumulated amortization ( 19,700 ) ( 17,043 ) Net: Trade name and trademarks 1,057 1,143 Customer relationships 17,574 20,145 Other 261 261 Total intangible assets, net $ 18,892 $ 21,549 Amortization expense was approximately $ 2.7 million for each of the years ended December 31, 2020, 2019, and 2018. Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years. Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2021 $ 2,658 2022 2,658 2023 2,658 2024 1,400 2025 979 Thereafter 8,539 $ 18,892 F-26 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 11— Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2020 2019 Supply and Offtake Agreements $ 312,185 $ 517,001 Washington Refinery Intermediation Agreement 111,501 139,161 Obligations under inventory financing agreements $ 423,686 $ 656,162 Supply and Offtake Agreements On June 1, 2015, we entered into several agreements with J. Aron to support the operations of our Par East Hawaii refinery (the “Supply and Offtake Agreements”). The Supply and Offtake Agreements mature on May 31, 2021 and have a one-year extension option upon mutual agreement of the parties. We are evaluating options to extend or replace the Supply and Offtake Agreements. Under the Supply and Offtake Agreements, J. Aron may enter into agreements with third parties whereby J. Aron will remit payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J. Aron. As of December 31, 2020, we had no obligations due to J. Aron under this contractual undertakings agreement. On June 27, 2018, we and J. Aron amended the Supply and Offtake Agreements to increase the amount that we may defer under the deferred payment arrangement. Prior to June 27, 2018, we had the right to defer payments owed to J. Aron up to the lesser of $ 125 million or 85 % of eligible accounts receivable and inventory. Effective June 27, 2018, we have the right to defer payments owed to J. Aron up to the lesser of $ 165 million or 85 % of eligible accounts receivable and inventory. On December 5, 2018, we amended the Supply and Offtake Agreements to account for additional processing capacity expected to be provided through the Par West Acquisition. The December 5, 2018 amendment to the Supply and Offtake Agreements also (i) required us to increase our margin requirements by an aggregate $ 2.5 million by making certain additional margin payments on December 19, 2018, March 1, 2019, and June 3, 2019, and (ii) only allows dividends, payments, or other distributions with respect to any equity interests in Par Hawaii Refining, LLC (“PHR”), our wholly owned subsidiary, in limited and restricted circumstances. During the term of the Supply and Offtake Agreements, J. Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third parties. Per the Supply and Offtake Agreements, J. Aron will provide up to 150 Mbpd of crude oil to our Hawaii refineries. Additionally, we agreed to sell and J. Aron agreed to buy, at market prices, refined products produced at our Hawaii refineries. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or to third parties. The agreements also provide for the lease of crude oil and certain refined product storage facilities to J. Aron. Following the expiration or termination of the Supply and Offtake Agreements, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the leased storage facilities at then-current market prices. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreements are accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. The Supply and Offtake Agreements also include a deferred payment arrangement (“Deferred Payment Arrangement”) whereby we can defer payments owed under the agreements up to the lesser of $ 165 million or 85 % of the eligible accounts receivable and inventory. Upon execution of the Supply and Offtake Agreements, we paid J. Aron a deferral arrangement fee of $ 1.3 million. The deferred amounts under the Deferred Payment Arrangement bear interest at a rate equal to three-month LIBOR plus 3.50 % per annum. We also agreed to pay a deferred payment availability fee equal to 0.75 % of the unused capacity under the Deferred Payment Arrangement. Amounts outstanding under the Deferred Payment Arrangement are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement are included within Cash flows from financing activities on the consolidated statements of cash flows. As of December 31, 2020 and 2019, the capacity of the Deferred Payment Arrangement was $ 80.1 million and $ 155.5 million, respectively, and we had $ 78.6 million and $ 97.5 million outstanding, respectively. Under the Supply and Offtake Agreements, we pay or receive certain fees from J. Aron based on changes in market prices over time. In February 2016, we fixed the market fee for the period from December 1, 2016 through May 31, 2018 for $ 14.6 million to be settled in eighteen equal monthly payments. In 2017, we fixed the market fee for the period from F-27 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 June 1, 2018 through May 2021 for an additional $ 2.2 million. In 2020, we fixed the market fee for the period from February 1, 2020 through April 1, 2021 for an additional $ 0.8 million to be settled in fifteen payments. The receivable from J. Aron was recorded as a reduction to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreements. As of both December 31, 2020 and 2019, the receivable was $ 0.5 million. Washington Refinery Intermediation Agreement In connection with the consummation of the Washington Acquisition, we became a party to the Washington Refinery Intermediation Agreement with MLC that provides a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivable. Under this arrangement, U.S. Oil purchases crude oil supplied from third-party suppliers and MLC provides credit support for such crude oil purchases. MLC’s credit support can consist of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil holds title to all crude oil and refined products inventories at all times and pledges such inventories, together with all receivables arising from the sales of the same, exclusively to MLC. On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term through March 31, 2022. This amendment also includes transition guidance on the interest rate of the MLC receivable advances to be based on another industry standard benchmark rate that will be effective upon LIBOR’s scheduled retirement at the end of 2021. Please read Note 24—Subsequent Events for additional information. During the remaining term of the Washington Refinery Intermediation Agreement, MLC will make receivable advances to U.S. Oil based on an advance rate of 95 % of eligible receivables, up to a total receivables advance maximum of $ 90.0 million (the “MLC receivable advances”), and additional advances based on crude oil and products inventories. Changes in the amount outstanding under the MLC receivable advances are included within Cash flows from financing activities on the consolidated statements of cash flows. The MLC receivable advances bear interest at a rate equal to three-month LIBOR plus 3.25 % per annum. We also agreed to pay an availability fee equal to 1.50 % of the unused capacity under the MLC receivable advances. As part of the November 1, 2019 amendment, the availability fee was amended to equal 0.75 % of the unused capacity under the MLC receivable advances. As of December 31, 2020 and 2019, our outstanding balance included in our Obligations under inventory financing agreements on our consolidated balance sheets under the MLC receivable advances was equal to our borrowing base of $ 41.1 million and $ 63.8 million, respectively. Additionally, as of December 31, 2020 and 2019, we had approximately $ 93.6 million and $ 127.2 million in letters of credit outstanding through MLC’s credit support, respectively. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Year Ended December 31, 2020 2019 2018 Net fees and expenses: Supply and Offtake Agreements Inventory intermediation fees $ 12,034 $ 35,459 $ 21,470 Interest expense and financing costs, net 3,044 5,863 4,493 Washington Refinery Intermediation Agreement Inventory intermediation fees $ 4,112 $ 3,734 $ — Interest expense and financing costs, net 2,791 6,359 — The Supply and Offtake Agreements and the Washington Refinery Intermediation Agreement also provide us with the ability to economically hedge price risk on our inventories and crude oil purchases. Please read Note 14—Derivatives for further information. F-28 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 12— Other Accrued Liabilities Other accrued liabilities at December 31, 2020 and 2019 consisted of the following (in thousands): December 31, 2020 2019 Accrued payroll and other employee benefits $ 14,916 $ 22,828 Gross environmental credit obligations (1) 150,482 22,776 Other 34,230 39,140 Total $ 199,628 $ 84,744 ______________________________________________________ (1) Gross environmental credit obligations are stated at market as of December 31, 2020 and 2019. A portion of these obligations are expected to be settled with our RINs assets and other environmental credits, which are presented as Inventories on our consolidated balance sheet and are stated at the lower of cost and net realizable value. The carrying costs of these assets were $ 26.7 million and $ 19.1 million as of December 31, 2020 and 2019, respectively. Note 13— Debt The following table summarizes our outstanding debt (in thousands): December 31, 2020 2019 5.00 % Convertible Senior Notes due 2021 $ 48,665 $ 48,665 ABL Credit Facility due 2022 — — Retail Property Term Loan due 2024 42,494 44,014 7.75 % Senior Secured Notes due 2025 300,000 300,000 Term Loan B due 2026 228,125 240,625 12.875 % Senior Secured Notes due 2026 105,000 — Mid Pac Term Loan due 2028 1,399 1,433 PHL Term Loan due 2030 5,840 — Principal amount of long-term debt 731,523 634,737 Less: unamortized discount and deferred financing costs ( 22,930 ) ( 22,806 ) Total debt, net of unamortized discount and deferred financing costs 708,593 611,931 Less: current maturities, net of unamortized discount and deferred financing costs ( 59,933 ) ( 12,297 ) Long-term debt, net of current maturities $ 648,660 $ 599,634 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2021 $ 62,950 2022 14,358 2023 14,434 2024 50,283 2025 312,733 Thereafter 276,765 Total $ 731,523 Additionally, as of December 31, 2020 and 2019, we had approximately $ 1.7 million and $ 0.2 million in letters of credit outstanding under the ABL Credit Facility, respectively. As of both December 31, 2020 and 2019, we also had $ 3.6 million in cash-collateralized letters of credit and surety bonds outstanding. F-29 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Under the ABL Credit Facility, the indentures governing the 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, and the Term Loan B Facility, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. 7.75% Senior Secured Notes Due 2025 On December 21, 2017, Par Petroleum, LLC and Par Petroleum Finance Corp. (collectively, the “Issuers”), both our wholly owned subsidiaries, completed the issuance and sale of $ 300 million in aggregate principal amount of 7.75% Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The net proceeds of $ 289.2 million (net of financing costs and original issue discount of 1 %) from the sale were used to repay certain previous credit facilities and a forward sale agreement with J. Aron and for general corporate purposes. The 7.75% Senior Secured Notes bear interest at a rate of 7.750 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018) and will mature on December 15, 2025. The indenture governing the 7.75% Senior Secured Notes contains restrictive covenants limiting the ability of Par Petroleum, LLC and its Restricted Subsidiaries (as defined in the indenture) to, among other things, incur additional indebtedness, issue certain preferred shares, create liens on certain assets to secure debt, sell or otherwise dispose of all or substantially all assets, or pay dividends. The 7.75% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, including but not limited to, material real property now owned or hereafter acquired by the Issuers or subsidiary guarantors and their equipment, intellectual property, and equity interests, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement. The 7.75% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each of Par Petroleum, LLC’s existing wholly owned subsidiaries (other than Par Petroleum Finance Corp.), and are guaranteed on a senior unsecured basis only as to the payment of principal and interest by Par Pacific Holdings, Inc. In the future, the 7.75% Senior Secured Notes will be guaranteed on a senior secured basis by additional subsidiaries of Par Petroleum, LLC that guarantee material indebtedness of the Issuers or otherwise become obligated with respect to material indebtedness under a credit facility, subject to certain exceptions. Term Loan B Facility due 2026 On January 11, 2019, the Issuers entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “Term Loan B Facility”). Pursuant to the Term Loan B Facility, the lenders made a term loan to the borrowers in the amount of $ 250.0 million (“Term Loan B”) on the closing date. The net proceeds from Term Loan B totaled $ 232.0 million after deducting the original issue discount, deferred financing costs, and commitment and other fees. Loans under the Term Loan B bear interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75 % or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75 %. The average effective interest rate for 2020 on the Term Loan B was 7.8 %. In addition to the quarterly interest payments, the Term Loan B requires quarterly principal payments of $ 3.1 million. The Term Loan B matures on January 11, 2026. The obligations of the borrowers under the Term Loan B Facility are guaranteed by Par Petroleum, LLC’s and Par Petroleum Finance Corp.’s existing and future direct or indirect domestic subsidiaries and, by Par Pacific Holdings, Inc., with respect to principal and interest only. The Term Loan B Facility is secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of Par Petroleum, LLC, Par Petroleum Finance Corp., and their subsidiary guarantors, but excluding certain property which is collateral under the ABL Credit Facility, the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement. 12.875% Senior Secured Notes due 2026 On June 5, 2020, the Issuers completed the issuance and sale of $ 105.0 million in aggregate principal amount of 12.875% Senior Secured Notes in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The net proceeds of $ 98.8 million from the sale were used for general corporate purposes. F-30 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The 12.875% Senior Secured Notes bear interest at an annual rate of 12.875 % per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021) and will mature on January 15, 2026. The indenture for the 12.875% Senior Secured Notes also allows for optional early redemptions, some of which require the Issuers to pay a premium and some of which have certain other restrictions related to timing and the maximum redeemable principal amount. The obligations of the borrowers under the 12.875% Senior Secured Notes are guaranteed by the Issuers’ existing and future direct or indirect domestic subsidiaries (other than Par Petroleum Finance Corp.) and by Par Pacific Holdings, Inc., with respect to principal and interest only. The 12.875% Senior Secured Notes are secured on a pari passu basis by first priority liens (subject to the relative priority of permitted liens) on substantially all of the property and assets of the Issuers and the subsidiary guarantors, but excluding certain assets which are collateral under the ABL Credit Facility, the Supply and Offtake Agreements, and the Washington Refinery Intermediation Agreement. ABL Credit Facility On December 21, 2017, in connection with the issuance of the 7.75% Senior Secured Notes, Par Petroleum, LLC, Par Hawaii, LLC (“PHL”, formerly known as Par Hawaii, Inc. and includes the assets previously owned by the dissolved entities Mid Pac Petroleum, LLC and HIE Retail, LLC), Hermes Consolidated, LLC, and Wyoming Pipeline Company (collectively, the “ABL Borrowers”), entered into a Loan and Security Agreement dated as of December 21, 2017 (the “ABL Credit Facility”) with certain lenders and Bank of America, N.A., as administrative agent and collateral agent. The ABL Credit Facility provides for a revolving credit facility that provides for revolving loans and for the issuance of letters of credit (the “ABL Revolver”). On July 24, 2018, we amended the ABL Credit Facility to increase the maximum principal amount at any time outstanding of the ABL Revolver by $ 10 million to $ 85 million, subject to a borrowing base. As of December 31, 2020, the ABL Revolver had no outstanding balance and a borrowing base of approximately $ 39.8 million. The revolving loans under the ABL Revolver bear interest at a fluctuating rate per annum equal to (i) during the periods such revolving loan is a base rate loan, the base rate plus the applicable margin in effect from time to time, and (ii) during the periods such revolving loan is a LIBOR Loan, at LIBOR for the applicable interest period plus the applicable margin in effect from time to time. The base rate is equal to (i) daily LIBOR (“LIBOR Daily Floating Rate”) or (ii) if the LIBOR Daily Floating Rate is unavailable for any reason, a rate as calculated per the agreement (the “Prime Rate”) for such day. We also pay a de minimis fee for any undrawn amounts available under the ABL Revolver. The maturity date of the ABL Revolver is December 21, 2022, on which date all revolving loans will be due and payable in full. The average effective interest rate for 2020 and 2019 on the ABL Revolver loan was 2.3 % and 4.3 %, respectively. The applicable margins for the ABL Credit Facility and advances under the ABL Revolver are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Applicable Margin for LIBOR Loans and Base Rate Loans Subject to LIBOR Daily Floating Rate Applicable Margin for Base Rate Loans Subject to the Prime Rate 1 >50% 1.75 % 0.75 % 2 >30% but ≤ 50% 2.00 % 1.00 % 3 ≤ 30% 2.25 % 1.25 % The obligations of the ABL Borrowers are guaranteed by Par and Par Petroleum, LLC’s existing and future direct or indirect domestic subsidiaries that are not borrowers under the ABL Credit Facility. The loans and letters of credit issued under the ABL Credit Facility are secured by a first-priority security interest in and lien on certain assets of the borrowers and the guarantors, including cash and cash equivalents and inventory, and excluding the assets of PHR and U.S. Oil. 5.00% Convertible Senior Notes Due 2021 In June 2016, we completed the issuance and sale of $ 115 million in aggregate principal amount of the 5.00% Convertible Senior Notes in a private placement under Rule 144A (the “Notes Offering”). The Notes Offering included the exercise in full of an option to purchase an additional $ 15 million in aggregate principal amount of the 5.00% Convertible Senior Notes granted to the initial purchasers. The net proceeds of $ 111.6 million (net of original issue discount of 3 %) from the sale of the 5.00% Convertible Senior Notes were used to finance a portion of the acquisition of the Wyoming refinery and related logistics assets (the “WRC Acquisition”), to repay $ 5 million in principal amount of term loans, and for general corporate purposes. F-31 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The 5.00% Convertible Senior Notes bear interest at a rate of 5.00 % per year beginning June 21, 2016 (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2016) and will mature on June 15, 2021. The initial conversion rate for the notes is 55.5556 shares of common stock per $1,000 principal amount of the 5.00% Convertible Senior Notes (or a total amount of 6,388,894 shares), which is equivalent to an initial conversion price of approximately $ 18.00 per share of common stock, subject to adjustment upon the occurrence of certain events. Conversions of the 5.00% Convertible Senior Notes will be settled in cash, shares of common stock, or a combination thereof at our election. The holders of the 5.00% Convertible Senior Notes may exercise their conversion rights at any time prior to the close of business on the business day immediately preceding the maturity date under certain circumstances. The 5.00% Convertible Senior Notes were not redeemable by us prior to June 20, 2019. On or after June 20, 2019, we may redeem all or any portion of the 5.00% Convertible Senior Notes if the last reported sales price of our common stock is at least 140 % of the conversion price then in effect (i) on the trading day immediately preceding the date on which we provide notice of redemption and (ii) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the 5.00% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest and a make-whole premium, which is equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021. We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes. Please read Note 14—Derivatives for further information on embedded derivatives. During May, June, and December 2019, we entered into privately negotiated exchange agreements with a limited number of holders (the “Noteholders”) to repurchase $ 66.3 million in aggregate principal amount of the 5.00% Convertible Senior Notes held by the Noteholders for an aggregate of $ 18.6 million in cash and approximately 3.2 million shares of Par’s common stock with a fair value of $ 74.3 million. We recognized a loss of approximately $ 6.1 million related to the extinguishment of the repurchased 5.00% Convertible Senior Notes in the year ended December 31, 2019. We separately account for the liability and equity components of the 5.00% Convertible Senior Notes. The fair value of the liability component was calculated using a discount rate of an identical debt instrument without a conversion feature. Based on this borrowing rate, the fair value of the liability component of the 5.00% Convertible Senior Notes on the issuance date was $ 89.3 million. The carrying amount of the equity component was determined to be $ 22.2 million by deducting the fair value of the liability component from the $ 111.6 million net proceeds of the 5.00% Convertible Senior Notes. The deferred financing costs of $ 0.6 million related to 5.00% Convertible Senior Notes were allocated on a proportionate basis between Long-term debt and Additional paid-in capital on the consolidated balance sheet. As of December 31, 2020, the if-converted value did no t exceed the outstanding principal amount of the 5.00% Convertible Senior Notes. As of December 31, 2020, the outstanding principal amount of the 5.00% Convertible Senior Notes was $ 48.7 million, the unamortized discount and deferred financing cost was $ 1.4 million, and the carrying amount of the liability component was $ 47.3 million. The unamortized discount and deferred financing costs will be amortized to Interest expense and financing costs, net over the term of the 5.00% Convertible Senior Notes. Par Pacific Term Loan Agreement On January 9, 2019, we entered into a loan agreement (the “Par Pacific Term Loan Agreement”) with Bank of Hawaii (“BOH”), pursuant to which BOH made a loan to the Company in the principal amount of $ 45.0 million, the net proceeds of which were used to finance the Washington Acquisition (the “Par Pacific Term Loan”). During the term of the Par Pacific Term Loan, the interest payments were due monthly and were based on the outstanding principal balance multiplied by a floating rate equal to 3.50 % above the applicable LIBOR rate (as defined in the Par Pacific Term Loan Agreement) subject to an increased default interest rate in the event of a default. The Par Pacific Term Loan Agreement was originally scheduled to mature on July 9, 2019. We terminated and repaid all amounts outstanding under the Par Pacific Term Loan Agreement on March 29, 2019 using the proceeds from the Retail Property Term Loan (as defined below). We recognized approximately $ 0.1 million of debt extinguishment costs related to the unamortized deferred financing costs associated with the Par Pacific Term Loan Agreement in the year ended December 31, 2019. Retail Property Term Loan On March 29, 2019, Par Pacific Hawaii Property Company, LLC (“Par Property LLC”), our wholly owned subsidiary, entered into a term loan agreement (the “Retail Property Term Loan”) with BOH, which provided a term loan in the principal F-32 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 amount of $ 45.0 million. The proceeds from the Retail Property Term Loan were used to repay and terminate the Par Pacific Term Loan Agreement. The Retail Property Term Loan was guaranteed by Par and secured by a lien on substantially all of the assets of Par Property LLC, including a mortgage lien on 21 retail properties in Hawaii (the “Portfolio Properties”). Certain covenants required us to maintain a loan-to-appraisal value of the Portfolio Properties ratio of not greater than 75 % and an annual debt yield of at least 9 %. Par was also subject to a minimum liquidity covenant measured on the last day of each fiscal quarter. The Retail Property Term Loan bore interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5 %. The average effective interest rate for 2020 on the Retail Property Term Loan was 2.3 %. Principal and interest payments were payable monthly based on a 20 -year amortization schedule, principal prepayments were allowed subject to applicable prepayment penalties, and the remaining unpaid principal, plus any unpaid interest or other charges, was due on April 1, 2024, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan. Please read Note 24—Subsequent Events to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the repayment. Mid Pac Term Loan On September 27, 2018, PHL (which includes the assets of the dissolved entity formerly known as Mid Pac Petroleum, LLC), our wholly owned subsidiary, entered into the Mid Pac Term Loan with American Savings Bank, F.S.B., which provided a term loan of up to $ 1.5 million. We received the proceeds on October 18, 2018, which were used to purchase certain retail property. The Mid Pac Term Loan is scheduled to mature on October 18, 2028. The Mid Pac Term Loan is payable monthly, bears interest at an annual rate of 4.375 %, is secured by a first-priority lien on the real property purchased with the funds, including leases and rents on the property and the property’s fixed assets and fixtures, and is guaranteed by Par Petroleum, LLC. PHL Term Loan On April 13, 2020, PHL, our wholly owned subsidiary, entered into a Term Loan Agreement (“PHL Term Loan”) with American Savings Bank F.S.B., which provided a term loan in the principal amount of approximately $ 6.0 million. The proceeds from the PHL Term Loan were used to finance PHL’s equity in certain real property. The PHL Term Loan bore interest at a fixed rate of 2.750 % per annum. Principal and interest payments were payable monthly based on a 25-year amortization schedule, principal prepayments were allowed with no prepayment charge, and the remaining principal, plus any unpaid interest or other charges, was due on April 15, 2030, the maturity date of the PHL Term Loan. The PHL Term Loan was guaranteed by Par Petroleum, LLC. On February 23, 2021, we terminated and repaid all amounts outstanding under the PHL Term Loan. Please read Note 24—Subsequent Events to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the repayment. Cross Default Provisions Included within each of our debt agreements are affirmative and negative covenants and customary cross default provisions that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of December 31, 2020, we were in compliance with all of our debt instruments. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“SEC”) on February 6, 2019 and declared effective on February 15, 2019 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $ 750.0 million. Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances. F-33 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 14— Derivatives Commodity Derivatives We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and crude oil consumption in our refining process. The derivative contracts that we execute to manage our price risk include exchange traded futures, options, and OTC swaps. Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreements. Our Washington Refinery Intermediation Agreement contains forward purchase obligations for certain volumes of crude oil and refined products that are required to be settled at market prices on a monthly basis. We have determined that these obligations under the Supply and Offtake Agreements and Washington Refinery Intermediation Agreement contain embedded derivatives. As such, we have accounted for these embedded derivatives at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations. We have entered into forward purchase contracts for crude oil and forward purchases and sales contracts of refined products. We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle. Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 15—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default. Our open futures and OTC swaps expired in January 2021. At December 31, 2020, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 360 — 360 Swaps 1,190 ( 1,000 ) 190 Total 1,550 ( 1,000 ) 550 At December 31, 2020, we also had option collars that economically hedge 25 thousand barrels of crude oil per month of our internally consumed fuel at our Hawaii refineries. These option collars have a weighted-average strike price ranging from a floor of $ 36.50 per barrel to a ceiling of $ 60.00 per barrel and expire in December 2021. Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Revolver, Term Loan B Facility, Retail Property Term Loan, Supply and Offtake Agreements, and Washington Refinery Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91 % in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan. This swap was set to expire on April 1, 2024, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap. Please read Note 24—Subsequent Events to our consolidated financial statements under Item 8 of this Form 10-K for additional discussion on the repayment. In February 2018, we terminated a separate $ 100 million floating interest rate swap originally maturing in March 2021, which resulted in a realized gain of $ 3.7 million for the year ended December 31, 2018. In June 2016, we completed the issuance and sale of an aggregate of $ 115.0 million principal amount of the 5.00% Convertible Senior Notes. Please read Note 13—Debt for further discussion. Upon redemption of our 5.00% Convertible Senior Notes on or after June 20, 2019 at our election, we are obligated to pay a make-whole premium equal to the present value of the remaining scheduled payments of interest on the 5.00% Convertible Senior Notes to be redeemed from the relevant redemption date to the maturity date of June 15, 2021. We have determined that the redemption option and the related make-whole premium represent an embedded derivative that is not clearly and closely related to the 5.00% Convertible Senior Notes. As such, we have accounted for this embedded derivative at fair value with changes in the fair value recorded in Interest expense F-34 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 and financing costs, net on our consolidated statements of operations. As of December 31, 2020, this embedded derivative was deemed to have a de minimis fair value. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2020 and 2019 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2020 2019 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 1,346 $ 2,075 Commodity derivatives Other accrued liabilities — ( 5,534 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements ( 20,797 ) 173 MLC terminal obligation derivative Obligations under inventory financing agreements ( 10,161 ) ( 14,717 ) Interest rate derivatives Other accrued liabilities ( 966 ) ( 314 ) Interest rate derivatives Other liabilities ( 2,027 ) ( 1,113 ) _________________________________________________________ (1) Does not include cash collateral of $ 1.5 million and $ 10.3 million recorded in Prepaid and other current assets and $ 9.5 million and $ 9.5 million in Other long-term assets as of December 31, 2020 and 2019, respectively. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2020 2019 2018 Commodity derivatives Cost of revenues (excluding depreciation) $ ( 51,902 ) $ ( 1,547 ) $ ( 3,420 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) ( 20,970 ) ( 3,912 ) 23,649 MLC terminal obligation derivative Cost of revenues (excluding depreciation) 39,820 ( 19,326 ) — Interest rate derivatives Interest expense and financing costs, net ( 2,265 ) ( 1,506 ) 1,309 F-35 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 15— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of U.S. Oil The fair values of the assets acquired and liabilities assumed as a result of the Washington Acquisition were estimated as of January 11, 2019, the date of the acquisition, using valuation techniques described in notes (1) through (6) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ ( 35,854 ) (1) Property, plant, and equipment 412,766 (2) Operating lease right-of-use assets 62,337 (3) Goodwill 42,522 (4) Current operating lease liabilities ( 21,571 ) (3) Long-term operating lease liabilities ( 40,766 ) (3) Deferred tax liability ( 92,103 ) (5) Other non-current liabilities ( 804 ) (6) Total $ 326,527 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of personal property was estimated using the cost approach. Key assumptions in the cost approach include determining the replacement cost by evaluating recent purchases of comparable assets or published data, and adjusting replacement cost for economic and functional obsolescence, location, normal useful lives, and capacity (if applicable). The fair value of real property was estimated using the market approach. Key assumptions in the market approach include determining the asset value by evaluating recent purchases of comparable assets under similar circumstances. (3) Operating lease right-of-use assets and liabilities were recognized based on the present value of lease payments over the lease term using the incremental borrowing rate at acquisition of 9.6 %. (4) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (5) The deferred tax liability was determined based on the differences between the tax bases of the assets acquired and the values of those assets recorded on our consolidated balance sheets as of the date of acquisition. (6) Other non-current liabilities are related to pension plan obligations. The underfunded status of the defined benefit plan represents the difference between the fair value of the plan’s assets and the projected benefit obligations. F-36 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Purchase Price Allocation of Northwest Retail The fair values of the assets acquired and liabilities assumed as a result of the Northwest Retail Acquisition were estimated as of March 23, 2018, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital $ 3,822 (1) Property, plant, and equipment 30,230 (2) Goodwill 46,210 (3) Long-term capital lease obligations ( 5,244 ) (4) Other non-current liabilities ( 487 ) (5) Total $ 74,531 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. (2) The fair value of property, plant, and equipment was estimated using the cost approach. Under the cost approach, the total replacement cost of the property is determined based on industry sources with adjustments for regional factors. The total cost is then adjusted for depreciation based on the physical age of the assets and obsolescence. The fair value of the land was estimated using the sales comparison approach. Under this approach, the sales prices of similar properties are adjusted to account for differences in land characteristics. We consider this to be a Level 3 fair value measurement. The fair value of capital lease assets was estimated using the income approach. Under the income approach, the annual lease market rental rate cash flow stream is estimated and then discounted to present value over the remaining life of the lease using a pre-tax discount rate based on expected return for the specific asset type and location. (3) The excess of the purchase price paid over the fair value of the identifiable assets acquired and liabilities assumed is allocated to goodwill. (4) Long-term capital lease obligations were estimated based on the present value of lease payments over the term of the lease. (5) Other non-current liabilities are primarily related to asset retirement obligations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. Goodwill At March 31, 2020, we performed a quantitative goodwill impairment test of all of our reporting units due to (i) the global economic impact of the COVID-19 pandemic and (ii) a steep decline in current and forecasted prices and demand for crude oil and refined products. As part of our quantitative impairment test, we compared the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. In assessing the fair value of the reporting units, we primarily utilized a market approach based on observable multiples for comparable companies within our industry. Our refining reporting units in Hawaii and Washington were fully impaired and the goodwill associated with our retail reporting unit in Washington and Idaho was partially impaired, resulting in a charge of $ 67.9 million in our consolidated statement of operations for the year ended December 31, 2020. The goodwill impairment expense was allocated to the Refining segment ($ 38.1 million) and to the Retail segment ($ 29.8 million). We consider the impairment of our goodwill to be a Level 3 fair value measurement. Investment in Laramie Energy We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. At March 31, 2020, we conducted an impairment evaluation of our investment in Laramie Energy because of (i) the global economic impact of the COVID-19 pandemic, (ii) an increase in the weighted-average cost of capital for energy companies, and (iii) continuing declines in natural gas prices through the first quarter of 2020. Based on our evaluation, we determined that the estimated fair value of our investment in Laramie Energy was $ 1.9 million, compared to a carrying value of $ 47.2 million at March 31, 2020. The fair value estimate was determined using a discounted cash flow analysis based on natural F-37 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 gas forward strip prices as of March 31, 2020 for the years 2020 and 2021 of the forecast, and a blend of forward strip pricing and third-party analyst pricing for the years 2022 through 2028. Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate. As part of our evaluation, we considered the likelihood that NYMEX Henry Hub prices, which declined from an average spot price of $2.29 ($/MMBtu) at December 31, 2019 to $2.03 ($/MMBtu) in the first quarter of 2020, will recover in the near term. A discount rate of 10 % was used to reflect the higher cost of capital under the economic conditions as of March 31, 2020. As a result, we recorded an other-than temporary impairment charge of $ 45.3 million in Equity earnings (losses) from Laramie Energy, LLC on our consolidated statement of operations for the year ended December 31, 2020. At September 30, 2019, we conducted an impairment evaluation of our investment in Laramie Energy because of the significant decline in natural gas prices over the second quarter of 2019 and continued deterioration in the third quarter of 2019. At September 30, 2019, we determined that the estimated fair value of our investment in Laramie Energy was $ 51.8 million, compared to a carrying value of $ 133.3 million. The fair value estimate was determined using a discounted cash flow analysis based on natural gas forward strip prices as of September 30, 2019 for two years through December 31, 2021. A blend of 2021 forward strip pricing and third-party analyst pricing was used for years after 2021 through December 31, 2028. Other significant inputs used in the discounted cash flow analysis included proved and unproved reserves information, forecasts of operating expenditures, and the applicable discount rate. As part of our evaluation, we considered the likelihood that Colorado Interstate Gas (“CIG”) prices, which declined from an average spot price of $2.48 ($/MMBtu) in the first quarter of 2019, to $1.84 ($/MMBtu) in the second quarter of 2019 and $1.77 ($/MMBtu) in the third quarter of 2019, will recover in the near term. A discount rate of 8 % was used to reflect the cost of capital under the economic conditions as of September 30, 2019. As a result, we recorded an impairment charge of $ 81.5 million on our statement of operations for the year ended December 31, 2019. We consider the impairments of our investment in Laramie Energy to be Level 3 fair value measurements. Par West Refinery Pursuant to GAAP accounting guidelines, the Par West refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. Given the lack of alternative uses of the Par West refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii down to their salvage value, which is immaterial. As a result of this evaluation, we recorded an impairment charge of $ 17.9 million on our statement of operations for the year ended December 31, 2020. Assets and Liabilities Measured at Fair Value on a Recurring Basis Common stock warrants As of December 31, 2019, we had 354,350 common stock warrants outstanding. We estimated the fair value of our outstanding common stock warrants using the difference between the strike price of the warrant and the market price of our common stock, which was a Level 3 fair value measurement. As of December 31, 2019, the warrants had a weighted-average exercise price of $ 0.09 and a remaining term of 2.67 years. The estimated fair value of the common stock warrants was $ 23.16 per share as of December 31, 2019. During January and March 2020, one of our stockholders and its affiliates exercised 354,350 common stock warrants with a fair value of $ 3.9 million. As a result of this cashless transaction, 350,542 shares of common stock were issued. As of December 31, 2020, we had no common stock warrants outstanding. Derivative instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivatives related to our J. Aron repurchase and MLC terminal obligations is based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron and MLC settlement prices are based on observable inputs, such as Brent and WTI indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreements and Washington Refinery Intermediation Agreement. Such contractual differentials vary by location and by the type of product and range from a discount of $ 10.57 per barrel to a premium of $ 16.54 per barrel as of December 31, 2020. F-38 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at December 31, 2020 or 2019. Please read Note 14—Derivatives for further information on derivatives. Gross Environmental credit obligations Estimates of our gross environmental credit obligations are based on the amount of RINs or other environmental credits required to comply with EPA regulations and the market prices of those RINs or other environmental credits as of the end of the reporting period. The gross environmental credit obligations are classified as a Level 2 instruments as we obtain the pricing inputs for our RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 17—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases. Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2020 and 2019 are presented gross in the tables below (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 616 $ 1,573 $ — $ 2,189 $ ( 843 ) $ 1,346 Liabilities Commodity derivatives $ ( 3 ) $ ( 840 ) $ — $ ( 843 ) $ 843 $ — J. Aron repurchase obligation derivative — — ( 20,797 ) ( 20,797 ) — ( 20,797 ) MLC terminal obligation derivative — — ( 10,161 ) ( 10,161 ) — ( 10,161 ) Interest rate derivatives — ( 2,993 ) — ( 2,993 ) — ( 2,993 ) Gross environmental credit obligations (2) — ( 150,482 ) — ( 150,482 ) — ( 150,482 ) Total $ ( 3 ) $ ( 154,315 ) $ ( 30,958 ) $ ( 185,276 ) $ 843 $ ( 184,433 ) December 31, 2019 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 4,595 $ 2,075 $ — $ 6,670 $ ( 4,595 ) $ 2,075 Liabilities Common stock warrants $ — $ — $ ( 8,206 ) $ ( 8,206 ) $ — $ ( 8,206 ) Commodity derivatives ( 10,129 ) — — ( 10,129 ) 4,595 ( 5,534 ) J.Aron repurchase obligation derivative — — 173 173 — 173 MLC terminal obligation derivative — — ( 14,717 ) ( 14,717 ) — ( 14,717 ) Interest rate derivatives — ( 1,427 ) — ( 1,427 ) — ( 1,427 ) Gross environmental credit obligations (2) — ( 22,776 ) — ( 22,776 ) — ( 22,776 ) Total $ ( 10,129 ) $ ( 24,203 ) $ ( 22,750 ) $ ( 57,082 ) $ 4,595 $ ( 52,487 ) F-39 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 _________________________________________________________ (1) Does not include cash collateral of $ 11.0 million and $ 19.8 million as of December 31, 2020 and 2019, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $ 26.7 million and $ 19.1 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2020 and 2019, respectively. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning of period $ ( 22,750 ) $ ( 922 ) $ ( 26,372 ) Settlements ( 31,328 ) 13,263 — Acquired — ( 8,654 ) — Total gains (losses) included in earnings 23,120 ( 26,437 ) 25,450 Balance, end of period $ ( 30,958 ) $ ( 22,750 ) $ ( 922 ) The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2020 and 2019 are as follows (in thousands): December 31, 2020 Carrying Value Fair Value 5.00 % Convertible Senior Notes due 2021 (1) (3) $ 47,301 $ 50,311 ABL Credit Facility due 2022 — — Retail Property Term Loan due 2024 (2) 41,891 41,891 7.75 % Senior Secured Notes due 2025 (1) 293,289 289,521 Term Loan B Facility due 2026 (1) 219,708 215,578 12.875 % Senior Secured Notes due 2026 (1) 99,213 112,901 Mid Pac Term Loan due 2028 (2) 1,399 1,399 PHL Term Loan due 2030 (2) 5,792 5,792 December 31, 2019 Carrying Value Fair Value 5.00 % Convertible Senior Notes due 2021 (1) (3) $ 44,783 $ 66,477 ABL Credit Facility due 2022 — — Retail Property Term Loan due 2024 (2) 43,226 43,226 7.75 % Senior Secured Notes due 2025 (1) 292,015 309,375 Term Loan B Facility due 2026 (1) 230,474 240,625 Mid Pac Term Loan due 2028 (2) 1,433 1,433 Common stock warrants (2) 8,206 8,206 _________________________________________________________ (1) The fair value measurements of the 5.00% Convertible Senior Notes, 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes are considered Level 2 measurements in the fair value hierarchy as discussed below. (2) The fair value measurements of the common stock warrants, Mid Pac Term Loan, Retail Property Term Loan, and PHL Term Loan are considered Level 3 measurements in the fair value hierarchy. (3) The carrying value of the 5.00% Convertible Senior Notes excludes the fair value of the equity component, which was classified as equity upon issuance. The fair value of the 5.00% Convertible Senior Notes was determined by aggregating the fair value of the liability and equity components of the notes. The fair value of the liability component of the 5.00% Convertible Senior Notes was F-40 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 determined using a discounted cash flow analysis in which the projected interest and principal payments were discounted at an estimated market yield for a similar debt instrument without the conversion feature. The equity component was estimated based on the Black-Scholes model for a call option with strike price equal to the conversion price, a term matching the remaining life of the 5.00% Convertible Senior Notes, and an implied volatility based on market values of options outstanding as of December 31, 2020. The fair value of the 5.00% Convertible Senior Notes is considered a Level 2 measurement in the fair value hierarchy. The fair value of the 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes were determined using a market approach based on quoted prices. The inputs used to measure the fair value are classified as Level 2 inputs within the fair value hierarchy because the 7.75% Senior Secured Notes, Term Loan B Facility, and 12.875% Senior Secured Notes may not be actively traded. The Retail Property Term Loan is subject to a market-based floating interest rate. The Mid Pac Term Loan and PHL Term Loan are subject to fixed interest rates of 4.375 % and 2.750 %, respectively. The carrying values of our Retail Property, Mid Pac, and PHL Term Loans were determined to approximate fair value as of December 31, 2020. The fair value of all non-derivative financial instruments recorded in current assets, including cash and cash equivalents, restricted cash, and trade accounts receivable, and current liabilities, including accounts payable, approximate their carrying value due to their short-term nature. Note 16— Leases We have cancelable and non-cancelable finance and operating lease liabilities for the lease of land, vehicles, office space, retail facilities, and other facilities used in the storage and transportation of crude oil and refined products. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years or more. There are no material lease arrangements where we are the lessor and no material residual value guarantees associated with any of our leases. The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2020 and 2019 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2020 December 31, 2019 Assets Finance Property, plant, and equipment $ 14,998 $ 11,552 Finance Accumulated amortization ( 6,486 ) ( 4,447 ) Finance Property, plant, and equipment, net $ 8,512 $ 7,105 Operating Operating lease right-of-use assets 357,166 420,073 Total right-of-use assets $ 365,678 $ 427,178 Liabilities Current Finance Other accrued liabilities $ 1,491 $ 1,784 Operating Operating lease liabilities 56,965 79,999 Long-term Finance Finance lease liabilities 7,925 6,227 Operating Operating lease liabilities 304,355 340,909 Total lease liabilities $ 370,736 $ 428,919 Weighted-average remaining lease term (in years) Finance 6.97 5.69 Operating 10.52 10.26 Weighted-average discount rate Finance 7.93 % 6.68 % Operating 7.59 % 7.88 % F-41 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2020 2019 Finance lease cost Amortization of finance lease ROU assets $ 2,007 $ 1,896 Interest on lease liabilities 654 521 Operating lease cost 106,256 100,384 Variable lease cost 9,802 11,663 Short-term lease cost 1,926 1,874 Net lease cost $ 120,645 $ 116,338 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2020 2019 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,932 $ 2,167 Operating cash flows from finance leases 656 507 Operating cash flows from operating leases 103,270 99,713 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 3,476 963 ROU assets obtained in exchange for new operating lease liabilities 22,529 79,382 ROU assets terminated in exchange for release from finance lease liabilities — — ROU assets terminated in exchange for release from operating lease liabilities 7,738 193 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2020 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2021 $ 2,143 $ 82,212 $ 84,355 2022 1,942 68,605 70,547 2023 1,935 54,607 56,542 2024 1,624 44,812 46,436 2025 1,383 43,254 44,637 Thereafter 3,457 201,966 205,423 Total lease payments 12,484 495,456 507,940 Less amount representing interest ( 3,068 ) ( 134,136 ) ( 137,204 ) Present value of lease liabilities $ 9,416 $ 361,320 $ 370,736 Additionally, we have $ 6.6 million and $ 4.9 million in future undiscounted cash flows for operating leases and finance leases that have not yet commenced, respectively. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Due to the transition method elected, information presented prior to January 1, 2019 has not been restated for FASB ASC 842 “Leases” and continues to be reported under the accounting standards in effect for the period. As of December 31, 2018, we had capital lease obligations related primarily to the leases of 17 retail stations. Most capital leases included one or more options to renew, with renewal terms that could extend the lease term from one to 15 years or more. Certain leases included escalation clauses and/or purchase options. Additionally, as of December 31, 2018, we had various cancelable and noncancelable operating leases related to land, vehicles, office and retail facilities, railcars, barges, and other facilities used in the storage, transportation, and sale of crude oil and refined products. We had operating leases for most of our retail stations F-42 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 with an average of eight years remaining and generally contained renewal options and escalation clauses. Leases for facilities used in the storage, transportation, and sale of crude oil and refined products had various expiration dates extending to 2044. Rent expense for the year ended December 31, 2018 was approximately $ 41.6 million. Note 17— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tesoro Earn-out Dispute On June 17, 2013, a wholly owned subsidiary of Par entered into a membership interest purchase agreement with Andeavor, formerly known as Tesoro Corporation (“Tesoro,” which changed its name to Andeavor Corporation before being purchased by Marathon Petroleum Company in October 2018), pursuant to which it purchased all of the issued and outstanding membership interests in Tesoro Hawaii, LLC, an entity that was renamed Hawaii Independent Energy, LLC, and thereafter renamed Par Hawaii Refining, LLC (“PHR”). The cash consideration for the acquisition was subject to an earn-out provision during the years 2014-2016, subject to, among other things, an annual earn-out cap of $ 20 million and an overall cap of $ 40 million. During 2016, we paid Tesoro a total of $ 16.8 million to settle the 2014 and 2015 earn-out periods. Tesoro disputed our calculation of the 2015 and 2016 earn-out amounts and asserted that it was entitled to an additional earn-out amount of $ 4.3 million for the 2015 earn-out period and a total earn-out amount of $ 8.3 million for the 2016 earn-out period. On March 22, 2018, Tesoro agreed to settle the earn-out dispute and release and discharge any related claims in exchange for our payment of $ 10.5 million. Environmental Matters Like other petroleum refiners, our operations are subject to extensive and periodically-changing federal, state, and local environmental laws and regulations governing air emissions, wastewater discharges, and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time. Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective actions for these asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action. Except as disclosed below, we do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations, or cash flows. Wyoming Refinery Our Wyoming refinery is subject to a number of consent decrees, orders, and settlement agreements involving the EPA and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Wyoming refinery. The largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water and sediment contamination associated with the facility’s historic operations. Investigative work by Hermes Consolidated LLC, and its wholly owned subsidiary, Wyoming Pipeline Company (collectively, “WRC” or “Wyoming Refining”) and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. As of December 31, 2020, we have accrued $ 16.3 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years. Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and replace those impoundments with a new wastewater treatment system. Based on current information, reasonable estimates we have received suggest costs of approximately $ 11.6 million to design and construct a new wastewater treatment system. Finally, among the various historic consent decrees, orders, and settlement agreements into which Wyoming Refining has entered, there are several penalty orders associated with exceedances of permitted limits by the Wyoming refinery’s F-43 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 wastewater discharges. Although the frequency of these exceedances has declined over time, Wyoming Refining may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $ 300,000 . Regulation of Greenhouse Gases The EPA regulates greenhouse gases (“GHG”) under the federal Clean Air Act (“CAA”). New construction or material expansions that meet certain GHG emissions thresholds will likely require that, among other things, a GHG permit be issued in accordance with the federal CAA regulations and we will be required, in connection with such permitting, to undertake a technology review to determine appropriate controls to be implemented with the project in order to reduce GHG emissions. Furthermore, the EPA is currently developing refinery-specific GHG regulations and performance standards that are expected to impose GHG emission limits and/or technology requirements. These control requirements may affect a wide range of refinery operations. Any such controls could result in material increased compliance costs, additional operating restrictions for our business, and an increase in the cost of the products we produce, which could have a material adverse effect on our financial condition, results of operations, or cash flows. Additionally, the EPA’s final rule updating standards that control toxic air emissions from petroleum refineries imposed additional controls and monitoring requirements on flaring operations, storage tanks, sulfur recovery units, delayed coking units and required fenceline monitoring. Compliance with this rule has not had a material impact on our financial condition, results of operations, or cash flows to date. In 2007, the State of Hawaii passed Act 234, which required that GHG emissions be rolled back on a statewide basis to 1990 levels by the year 2020. In June of 2014, the Hawaii Department of Health (“DOH”) adopted regulations that require each major facility to reduce CO 2 emissions by 16% by 2020 relative to a calendar year 2010 baseline (the first year in which GHG emissions were reported to the EPA under 40 CFR Part 98). The Hawaii refineries’ capacity to materially reduce fuel use and GHG emissions is limited because most energy conservation measures have already been implemented over the past 20 years. The regulation allows for “partnering” with other facilities (principally power plants) that have already dramatically reduced greenhouse emissions or are on schedule to reduce CO 2 emissions in order to comply independently with the state’s Renewable Portfolio Standards. Accordingly, our Hawaii refineries submitted a GHG reduction plan that incorporates the partnering provisions and demonstrates that additional reductions are not cost-effective or necessary because of the Hawaii refineries’ shared baseline allocation and because the State of Hawaii has already reached the 1990 levels according to a report prepared by the DOH in January 2019. In 2007, the U.S. Congress passed the Energy Independence and Security Act (the “EISA”) which, among other things, set a target fuel economy standard of 35 miles per gallon for the combined fleet of cars and light trucks in the U.S. by model year 2020 and contained an expanded Renewable Fuel Standard (the “RFS”). In August 2012, the EPA and National Highway Traffic Safety Administration (“NHTSA”) jointly adopted regulations that establish vehicle carbon dioxide emissions standards and an average industry fuel economy of 54.5 miles per gallon by model year 2025. On August 8, 2018, the EPA and NHTSA jointly proposed to revise existing fuel economy standards for model years 2021-2025 and to set standards for 2026 for the first time. On March 31, 2020, the agencies released updated fuel economy and vehicle emissions standards, which provide for an increase in stringency by 1.5% each year through model year 2026, as compared with the standards issued in 2012 that required 5% annual increases. Higher fuel economy standards have the potential to reduce demand for our refined transportation fuel products. Under EISA, the RFS requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply, up to 36 billion gallons by 2022. Over time, higher annual RFS requirements have the potential to reduce demand for our refined transportation fuel products. In the near term, the RFS will be satisfied primarily with fuel ethanol blended into gasoline. We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as RINs, to maintain compliance. To the extent that we exceed the minimum volumetric requirements for blending of renewable fuels, we have the option of retaining these RINs for current or future RFS compliance or selling those RINs on the open market. EPA has not yet set volumetric requirements for 2021, which makes it difficult to estimate our obligations. The RFS may present production and logistics challenges for both the renewable fuels and petroleum refining and marketing industries in that we may have to enter into arrangements with other parties or purchase D3 waivers from the EPA to meet our obligations to use advanced biofuels, including biomass-based diesel and cellulosic biofuel, with potentially uncertain supplies of these new fuels. F-44 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 In October 2010, the EPA issued a partial waiver decision under the federal CAA to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles. In 2019, the EPA approved year-round sales of E15. There are numerous issues, including state and federal regulatory issues, that need to be addressed before E15 can be marketed on a large scale for use in traditional gasoline engines; however, increased renewable fuel in the nation’s transportation fuel supply could reduce demand for our refined products. In March 2014, the EPA published a final Tier 3 gasoline standard that requires, among other things, that gasoline contain no more than 10 parts per million (“ppm”) sulfur on an annual average basis and no more than 80 ppm sulfur on a per-gallon basis. The standard also lowers the allowable benzene, aromatics, and olefins content of gasoline. The effective date for the new standard was January 1, 2017, however, approved small volume refineries had until January 1, 2020 to meet the standard. The Par East Hawaii refinery was required to comply with Tier 3 gasoline standards within 30 months of June 21, 2016, the date it was disqualified from small volume refinery status. On March 19, 2015, the EPA confirmed the small refinery status of our Wyoming refinery. The Par East Hawaii refinery, our Wyoming refinery, and our Washington refinery, acquired in January 2019, were all granted small refinery status by the EPA for 2018. Owing to the receipt of these small refinery exemptions, our net income for the year ended December 31, 2019 includes $ 5.3 million of net RINs benefit. All of our refineries were compliant with the final Tier 3 gasoline standard. Beginning on June 30, 2014, new sulfur standards for fuel oil used by marine vessels operating within 200 miles of the U.S. coastline (which includes the entire Hawaiian Island chain) were lowered from 10,000 ppm (1%) to 1,000 ppm (0.1%). The sulfur standards began at the Hawaii refineries and were phased in so that by January 1, 2015, they were to be fully aligned with the International Marine Organization (“IMO”) standards and deadline. The more stringent standards apply universally to both U.S. and foreign-flagged ships. Although the marine fuel regulations provided vessel operators with a few compliance options such as installation of on-board pollution controls and demonstration unavailability, many vessel operators will be forced to switch to a distillate fuel while operating within the Emission Control Area (“ECA”). Beyond the 200 mile ECA, large ocean vessels are still allowed to burn marine fuel with up to 3.5% sulfur. Our Hawaii refineries are capable of producing the 1% sulfur residual fuel oil that was previously required within the ECA. Although our Hawaii refineries remain in a position to supply vessels traveling to and through Hawaii, the market for 0.1% sulfur distillate fuel and 3.5% sulfur residual fuel is much more competitive. In addition to U.S. fuels requirements, the IMO has also adopted newer standards that further reduce the global limit on sulfur content in maritime fuels to 0.5% beginning in 2020 (“IMO 2020”). Like the rest of the refining industry, we are focused on meeting these standards and may incur costs in producing lower-sulfur fuels. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, IMO 2020, and other fuel-related regulations. We may experience a decrease in demand for refined petroleum products due to an increase in combined fleet mileage or due to refined petroleum products being replaced by renewable fuels. Environmental Agreement On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the PHR acquisition), Tesoro, and PHR entered into an Environmental Agreement (“Environmental Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree. Indemnification In addition to its obligation to reimburse us for capital expenditures incurred pursuant to a consent decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties, and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the date of the closing of the PHR acquisition, any fine, penalty, or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the date of the closing of the PHR acquisition, certain groundwater remediation work, fines, or penalties imposed on PHR by a consent decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition, and claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $ 1 million and a cap of $ 15 million for certain of Tesoro’s indemnification F-45 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Recovery Trusts We emerged from the reorganization of Delta Petroleum Corporation (“Delta”) on August 31, 2012 (“Emergence Date”), when the plan of reorganization (“Plan”) was consummated. On the Emergence Date, we formed the Delta Petroleum General Recovery Trust (“General Trust”). The General Trust was formed to pursue certain litigation against third parties, including preference actions, fraudulent transfer and conveyance actions, rights of setoff and other claims, or causes of action under the U.S. Bankruptcy Code and other claims and potential claims that Delta and its subsidiaries (collectively, “Debtors”) hold against third parties. On February 27, 2018, the Bankruptcy Court entered its final decree closing the Chapter 11 bankruptcy cases of Delta and the other Debtors, discharging the trustee for the General Trust, and finding that all assets of the General Trust were resolved, abandoned, or liquidated and have been distributed in accordance with the requirements of the Plan. In addition, the final decree required the Company or the General Trust, as applicable, to maintain the current accruals owed on account of the remaining claims of the U.S. Government and Noble Energy, Inc. As of December 31, 2020, two related claims totaling approximately $ 22.4 million remained to be resolved and we have accrued approximately $ 0.5 million representing the estimated value of claims remaining to be settled which are deemed probable and estimable at period end. One of the two remaining claims was filed by the U.S. Government for approximately $ 22.4 million relating to ongoing litigation concerning a plugging and abandonment obligation in Pacific Outer Continental Shelf Lease OCS-P 0320, comprising part of the Sword Unit in the Santa Barbara Channel, California. The second unliquidated claim, which is related to the same plugging and abandonment obligation, was filed by Noble Energy Inc., the operator and majority interest owner of the Sword Unit. We believe the probability of issuing stock to satisfy the full claim amount is remote, as the obligations upon which such proof of claim is asserted are joint and several among all working interest owners and Delta, our predecessor, only owned an approximate 3.4 % aggregate working interest in the unit. The settlement of claims is subject to ongoing litigation and we are unable to predict with certainty how many shares will be required to satisfy all claims. Pursuant to the Plan, allowed claims are settled at a ratio of 54.4 shares per $1,000 of claim. Major Customers We sell a variety of refined products to a diverse customer base. For the year ended December 31, 2020, we had one customer in our refining segment that accounted for 13 % of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2020, 2019, and 2018. Note 18— Stockholders’ Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. Registration Rights Agreements In connection with our emergence from bankruptcy on August 31, 2012, we entered into a registration rights agreement (“Registration Rights Agreement”) providing the stockholders party thereto (“Stockholders”) with certain registration rights. The Registration Rights Agreement states that at any time after the consummation of a qualified public offering, any Stockholder or group of Stockholders that, together with its or their affiliates, holds more than fifteen percent of the Registrable Shares (as defined in the Registration Rights Agreement), will have the right to require us to file with the SEC a registration statement for a public offering of all or part of its Registrable Shares (each a “Demand Registration”), by delivery of written notice to the company (each, a “Demand Request”). F-46 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Within 90 days after receiving the Demand Request, we must file with the SEC the registration statement with respect to the Demand Registration, subject to certain limitations as set forth in the Registration Rights Agreement. We are required to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after such filing. In addition, subject to certain exceptions, if we propose to register any class of common stock for sale to the public, we are required, subject to certain conditions, to include all Registrable Shares with respect to which we have received written requests for inclusion. In connection with the closing of a private placement, we entered into an additional registration rights agreement with the purchasers of the shares. Under this registration rights agreement, we agreed to file a registration statement relating to the shares of common stock with the SEC within 60 days after the closing date of the sale which would be declared effective within 180 days of the closing date of the sale. We also agreed to use commercially reasonable efforts to keep the registration statement effective until the earliest to occur of (i) the disposition of all registrable securities, (ii) the availability under Rule 144 of the Securities Act of 1933, as amended, for each holder of registrable securities to immediately freely resell such registrable securities without volume restrictions, or (iii) the third anniversary of the effective date of the registration statement. This registration rights agreement also provides the right for a holder or group of holders of more than $ 50 million of registrable securities to demand that we conduct an underwritten public offering of the registrable securities. However, the demanding holders are limited to a total of three such underwritten offerings, with no more than one demand request for an underwritten offering made in any 365 day period. Additionally, this registration rights agreement contains customary indemnification rights and obligations for both us and the holders of registrable securities. If this registration statement does not remain effective for the applicable effectiveness period described above then from that date until cured, we must pay, as liquidated damages and not as a penalty, an amount in cash equal to 0.25 % of the purchaser’s allocated purchase price per calendar month, not to exceed 0.75 % of the allocated purchase price. The registration rights granted in each rights agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as suspension periods and, if a registration is for an underwritten offering, limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. In connection with the completion of the Company’s private unregistered offering of its 5.00% Convertible Senior Notes, the Company entered into a Registration Rights Agreement (the “Convertible Notes Registration Rights Agreement”), dated as of June 21, 2016, with the initial purchasers in the offering of the 5.00% Convertible Senior Notes. The Convertible Notes Registration Rights Agreement requires the Company (i) to file with the SEC a shelf registration statement covering resales of the shares of common stock, if any, issuable upon conversion of the 5.00% Convertible Senior Notes and in respect of any make-whole premium, (ii) to use its best efforts to cause, if not a well-known seasoned issuer, such shelf registration statement to be declared effective by the SEC within 180 days after June 21, 2016, and (iii) to use its best efforts to keep such shelf registration statement effective until the earlier of (A) the 120 th calendar day immediately following the maturity date of the 5.00% Convertible Senior Notes or (B) the date on which there are no longer outstanding any 5.00% Convertible Senior Notes or restricted shares of the common stock that have been received upon conversion of the 5.00% Convertible Senior Notes or in respect of any make-whole premium. If the Company does not fulfill its obligations under the Convertible Notes Registration Rights Agreement, it will be required to pay the holders of the 5.00% Convertible Senior Notes liquidated damages in the form of additional interest on the 5.00% Convertible Senior Notes. Such additional interest will accrue at a rate per year equal to: (i) 0.25 % of the principal amount of the 5.00% Convertible Senior Notes to, and including, the 90 th day following such registration default and (ii) 0.50 % of the principal amount of the 5.00% Convertible Senior Notes from, and after, the 91 st day following such registration default. In no event will the liquidated damages exceed 0.50 % per year. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan On December 20, 2012, our Board of Directors (“Board”) approved the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”). Under the Incentive Plan, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries. On February 16, 2016 and February 27, 2018, the Board F-47 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 approved the amendment and restatement of the Incentive Plan to increase the number of shares issuable under the Amended and Restated LTIP. The Company’s shareholders ratified the amended and restated Incentive Plan on June 2, 2016 and May 8, 2018, respectively. The maximum number of shares that may be granted under the LTIP is 6.0 million shares of common stock. At December 31, 2020, 1.4 million shares were available for future grants and awards under the LTIP. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms, and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The recipient of restricted stock units shall not have any of the rights of a stockholder of the Company until such units vest and convert into shares of common stock. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. Restricted stock awards generally vest ratably over a four-year period. Restricted stock units do not vest ratably, rather they generally vest in full at the end of three years , while some restricted stock units vest over the same period of time with a one-year cliff. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four-year period. Stock Purchase Plan On June 12, 2014, the Board adopted a Stock Purchase Plan (as amended, the “SPP”) plan. The SPP is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015 or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $ 1 million of shares of our common stock (“the SPP Shares”) at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20 % of the SPP Shares purchased with 50 % of the restricted common stock vesting on each of the two annual anniversaries of the date of grant. Each purchasing participant will also be granted nonstatutory stock options with a 5-year term to purchase a number of shares of common stock under the Incentive Plan (with an exercise price equal to the Fair Market Value as defined in the Incentive Plan on the date of grant) equal to certain specified percentages of the SPP Shares purchased based on a Black-Scholes model with 50 % of the options vesting on each of the two annual anniversaries of the date of grant. Such percentages are as follows: 50 % for a non-employee chairman of the Board, 35 % for non-employee members of the Board, and 50 % - 70 % for executive officers. The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2020 2019 2018 Restricted Stock Awards $ 3,939 $ 3,490 $ 3,483 Restricted Stock Units $ 1,510 $ 1,269 $ 835 Stock Option Awards $ 1,660 $ 1,454 $ 1,878 Employee Stock Purchase Plan On February 27, 2018, our Board approved the Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan (“ESPP”). Beginning in 2019, eligible employees may elect to purchase the Company’s common stock at 85 % of the market price on the purchase date. Eligible employees may invest from 0 % to 10 % of their annual income subject to a $ 15 thousand annual maximum. The Board, or a committee of the Board, is authorized to set the market price discount percentages, any holding periods, and other purchasing terms and timing. The Company’s shareholders ratified the ESPP on May 8, 2018. The maximum number of shares that may be issued under the ESPP is 500 thousand shares of common stock. At December 31, 2020, 287 thousand shares remained available under the ESPP. F-48 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 During each of the years ended December 31, 2020 and 2019, we recognized $ 0.2 million of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15 % discount offered to employees under the ESPP. During the years ended December 31, 2020 and 2019, employees purchased 145 thousand and 68 thousand shares under the ESPP, respectively. Management Stock Purchase Plan On February 26, 2019, our Board approved the Par Pacific Holdings, Inc. 2019 Management Stock Purchase Plan (the “MSPP”). The MSPP provides executive management with an opportunity to receive restricted stock units (“RSUs”) by converting a portion of their cash bonus compensation into RSUs (“Deferred RSUs”) and receiving awards of matching RSUs, the amount of which are determined by the amount of compensation converted (“Matching RSUs”). A Deferred RSU and a Matching RSU each represents a right to receive one share of the Company’s common stock in the future, subject to the terms and conditions of the MSPP, including, but not limited to, vesting requirements. Shares of common stock issued pursuant to awards of Deferred RSUs and Matching RSUs will be issued from the shares reserved for issuance under the LTIP. As of December 31, 2020, no Deferred RSUs or Matching RSUs had been issued under the MSPP. Restricted Stock Awards and Restricted Stock Units The following table summarizes our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2019 538 $ 16.95 Granted 337 16.97 Vested ( 225 ) 16.83 Forfeited ( 21 ) 18.53 Unvested balance at December 31, 2020 629 $ 16.89 The total fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2020, 2019, and 2018 was $ 3.8 million, $ 3.7 million, and $ 3.3 million, respectively. The estimated weighted-average grant-date fair value per share of restricted stock and restricted stock units granted during the years ended December 31, 2020, 2019, and 2018 was $ 16.97 , $ 17.43 , and $ 17.47 , respectively. As of December 31, 2020 and 2019, there was approximately $ 7.1 million and $ 6.3 million of total unrecognized compensation costs related to restricted stock awards and restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.68 years and 1.69 years, respectively. Performance Restricted Stock Units The following table summarizes our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2019 146 $ 16.33 Granted 47 19.73 Vested ( 54 ) 14.60 Forfeited — — Unvested balance at December 31, 2020 139 $ 18.02 The granted performance restricted stock units had a fair value of approximately $ 0.9 million, $ 0.8 million, and $ 0.8 million during the years ended December 31, 2020, 2019, and 2018, respectively, and are subject to certain annual performance targets based on three-year performance periods as defined by our Board. The estimated weighted-average grant-date fair value per share of performance restricted stock units granted during the years ended December 31, 2020, 2019, and 2018 was $ 19.73 , $ 17.00 , and $ 17.34 , respectively. F-49 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 As of December 31, 2020 and 2019, there were approximately $ 1.0 million and $ 0.9 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.75 years and 1.74 years, respectively. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from the payment of dividends. The risk-free rate is the implied yield available on U.S. Treasury securities with a remaining term equal to the expected term of the option at the date of grant. The weighted-average assumptions used to measure stock options granted during 2020, 2019, and 2018 are presented below. 2020 2019 2018 Expected life from date of grant (years) 5.3 5.3 5.3 Expected volatility 33.2 % 34.3 % 36.2 % Risk-free interest rate 1.31 % 2.46 % 2.50 % The following table summarizes our stock option activity (in thousands, except per share amounts and term years): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value Outstanding balance at December 31, 2019 2,030 $ 19.31 4.7 $ 7,981 Issued 279 19.73 Exercised — — Forfeited / canceled ( 181 ) 20.56 Outstanding balance at December 31, 2020 2,128 $ 19.26 4.1 $ — Exercisable, end of year 1,451 $ 19.86 3.1 $ — The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2020, 2019, and 2018 was $ 6.30 , $ 5.98 , and $ 6.30 , respectively. As of December 31, 2020 and 2019, there were approximately $ 2.8 million and $ 2.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.68 years and 1.69 years, respectively. Note 19— Benefit Plans Defined Contribution Plans We maintain defined contribution plans for our employees. All eligible employees, including our U.S. Oil & Refining Co. employees beginning January 1, 2020, may participate in our Par plan after thirty days of service. For all employees participating in the Par plan, excluding participating U.S. Oil union employees, we match employee contributions up to a maximum of 6 % of the employee’s eligible compensation, with the employer contributions vesting at 100 %. Beginning in January 2021 and as part of cost reductions in response to the impact of the COVID-19 pandemic on our businesses, we have temporarily suspended matching employee contributions for salaried employees with 2020 annual earnings in excess of the IRS highly compensated limit of $ 130,000 . For the years ended December 31, 2020, 2019, and 2018, we made contributions to the plans totaling approximately $ 5.6 million, $ 5.6 million, and $ 4.0 million, respectively. Defined Benefit Plans We maintain defined benefit pension plans (the “Benefit Plans”) covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. Benefits under our Wyoming Refining plan are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten F-50 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 years of employment. Benefits under our U.S. Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. In December 2016 and March 2021, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried and hourly plan participants, respectively. The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2020 and 2019 were as follows (in thousands): 2020 2019 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 52,142 $ 27,539 Acquired — 16,831 Service cost 1,347 910 Interest cost 1,642 1,794 Actuarial loss (1) 7,038 6,688 Benefits paid ( 1,690 ) ( 1,620 ) Projected benefit obligation as of the end of the period $ 60,479 $ 52,142 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 42,866 $ 20,254 Acquired — 16,027 Actual return (loss) on plan assets 4,860 6,405 Employer contributions 125 1,800 Benefits paid ( 1,690 ) ( 1,620 ) Fair value of plan assets as of the end of the period $ 46,161 $ 42,866 ____________________________________________________ (1) For the year ended December 31, 2020, the change in the actuarial loss was due to a decrease in the discount rate, new entrants to the plan, and salary changes, partially offset by demographic assumption changes. For the year ended December 31, 2019, the change in the actuarial loss was due to a decrease in the discount rate, partially offset by differences between actual activity and actuarial assumptions and demographic assumption changes. The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets. The reconciliation of the underfunded status of our Benefit Plans of December 31, 2020 and 2019 was as follows: 2020 2019 Projected benefit obligation $ 60,479 $ 52,142 Fair value of plan assets 46,161 42,866 Underfunded status $ 14,318 $ 9,276 Gross amounts recognized in accumulated other comprehensive income (loss): (1) Net actuarial gain (loss) $ ( 6,946 ) $ ( 2,622 ) ____________________________________________________ (1) As of December 31, 2020, we had no service costs recognized in accumulated other comprehensive income. F-51 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2020, 2019, and 2018 and net periodic benefit costs for the years ended December 31, 2020, 2019 and 2018 are as follows: 2020 2019 2018 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 2.65 % 3.30 % 4.20 % Rate of compensation increase 3.00 % 3.00 % 3.00 % U.S. Oil plan Discount rate (1) 2.35 % 3.10 % — % Rate of compensation increase 3.00 % 3.00 % — % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 3.30 % 4.20 % 3.65 % Expected long-term rate of return (2) 6.25 % 6.50 % 6.50 % Rate of compensation increase 3.00 % 3.00 % 3.00 % U.S. Oil plan Discount rate (1) 3.10 % 4.10 % — % Expected long-term rate of return (2) 6.00 % 6.00 % — % Rate of compensation increase 3.00 % 3.00 % — % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends. The net periodic benefit cost for the years ended December 31, 2020, 2019, and 2018 includes the following components: 2020 2019 2018 Components of net periodic benefit cost: Service cost $ 1,347 $ 910 $ 548 Interest cost 1,642 1,794 1,107 Expected return on plan assets ( 2,323 ) ( 1,972 ) ( 1,258 ) Amortization of net loss 176 95 — Amortization of prior service cost 1 3 — Net periodic benefit cost $ 843 $ 830 $ 397 The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2020, 2019, and 2018. The other components of net periodic benefit cost are included in Other income, net on our consolidated statement of operations for the years ended December 31, 2020, 2019, and 2018. F-52 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2020 is as follows: Target Actual Asset category: Equity securities 54 % 54 % Debt securities 35 % 35 % Real estate 11 % 11 % Total 100 % 100 % The weighted-average asset allocation for our U.S. Oil plan at December 31, 2020 is as follows: Target Actual Asset category: Equity securities 56 % 59 % Debt securities 43 % 41 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plans’ assets are invested in pooled separate accounts administered by the Benefit Plans’ custodians. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities, real estate, or cash and cash equivalents. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. We intend to contribute $ 0.2 million to the Wyoming Refining plan during 2021. We do no t intend to make any contributions to the U.S. Oil plan during 2021. Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years: Year Ended 2021 $ 2,012 2022 2,098 2023 2,229 2024 2,260 2025 2,468 Thereafter 13,806 $ 24,873 Note 20— Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the common stock warrants, representing 61 thousand shares during the year ended December 31, 2020 and 354 thousand shares during each of the years ended December 31, 2019 and 2018. The common stock warrants are included in the calculation of basic income (loss) per share because they were issuable for minimal consideration. As of March 31, 2020, the previously outstanding common stock warrants had been exercised for common stock and no warrants were outstanding. F-53 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 Less: Undistributed income allocated to participating securities (1) — 438 556 Net income (loss) attributable to common stockholders ( 409,086 ) 40,371 38,871 Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ ( 409,086 ) $ 40,371 $ 38,871 Basic weighted-average common stock shares outstanding 53,295 50,352 45,726 Plus: dilutive effects of common stock equivalents (2) — 118 29 Diluted weighted-average common stock shares outstanding 53,295 50,470 45,755 Basic income (loss) per common share $ ( 7.68 ) $ 0.80 $ 0.85 Diluted income (loss) per common share $ ( 7.68 ) $ 0.80 $ 0.85 Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 475 182 68 Shares of stock options 2,229 1,577 1,304 Common stock equivalents using the if-converted method of settling the 5.00% Convertible Senior Notes 2,704 5,122 6,389 ________________________________________________________ (1) Participating securities include restricted stock that has been issued but had not yet vested. These participating securities were fully vested as of December 31, 2019. (2) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2020. Note 21— Income Taxes As of December 31, 2020, we had approximately $ 1.7 billion in net operating loss carryforwards (“NOL carryforwards”); however, we currently have a valuation allowance against this and substantially all of our other deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. For the year ended December 31, 2020, we recorded an income tax benefit of $ 20.7 million primarily driven by an increase in our net operating loss carryforwards and the change in our indefinitely-lived goodwill due to the impairments. For the year ended December 31, 2019, we recorded an income tax benefit of $ 69.7 million primarily driven by a $ 64.2 million benefit associated with the partial release of our valuation allowance in connection with the recognition of deferred tax liabilities acquired as part of the Washington Acquisition. Management continues to conclude that we did not meet the “more likely than not” requirement in order to recognize deferred tax assets on the remaining amounts and a valuation allowance has been recorded for substantially all of our net deferred tax assets at December 31, 2020 and 2019. In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. F-54 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 We believe that any adjustment to our uncertain tax positions would no t have a material impact on our financial statements given the Company’s deferred tax and corresponding valuation allowance position as of December 31, 2020. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, logistics, and retail revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, logistics, and retail operations. The Tax Cuts and Jobs Act enacted in 2017 lowered the Federal corporate tax rate from 35% to 21% and made numerous other tax law changes. GAAP requires companies to recognize the effect of tax law changes in the period of enactment. During 2018, we recorded a benefit for the release of $ 0.7 million of our valuation allowance to offset future temporary differences associated with the interest expense carryforwards available under the Tax Cuts and Jobs Act. We will continue to assess the realizability of our deferred tax assets based on consideration of actual operating results. If sufficient positive evidence of improving actual operating results becomes available, the amount of the deferred tax asset considered more likely than not to be recognized would be increased with a corresponding reduction in income tax expense in the period recorded. Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: U.S.—Federal $ — $ ( 3,203 ) $ ( 328 ) U.S.—State 51 400 — Foreign 125 — — Deferred: U.S.—Federal ( 20,509 ) ( 58,461 ) 426 U.S.—State ( 387 ) ( 8,425 ) 235 Total $ ( 20,720 ) $ ( 69,689 ) $ 333 Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 0.1 % ( 1.1 ) % 0.6 % Change in valuation allowance related to current activity ( 14.0 ) % 227.1 % ( 21.3 ) % Permanent items ( 2.3 ) % ( 4.3 ) % 1.3 % Provision to return adjustments and other — % ( 1.4 ) % ( 0.8 ) % Actual income tax rate 4.8 % 241.3 % 0.8 % F-55 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss $ 427,245 $ 373,717 Intangible assets 2,958 — Environmental credit obligations 25,994 771 Other 22,551 18,789 Total deferred tax assets 478,748 393,277 Valuation allowance ( 411,422 ) ( 330,251 ) Net deferred tax assets 67,326 63,026 Deferred tax liabilities: Inventory 10,328 5,738 Property and equipment 58,122 64,281 Investment in Laramie Energy 4,522 11,609 Convertible notes — 2,285 Intangible assets — 750 Other — 4,904 Total deferred tax liabilities 72,972 89,567 Total deferred tax liability, net $ ( 5,646 ) $ ( 26,541 ) We have NOL carryforwards as of December 31, 2020 of $ 1.7 billion for federal income tax purposes. If not utilized, the NOL carryforwards will expire during 2028 through 2036. F-56 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 22— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other. Commencing in the first quarter of 2018, the results of operations of Northwest Retail are included in our retail segment. Commencing January 11, 2019, the results of operations of the Washington Acquisition are included in our refining and logistics segments. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2020 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 2,886,701 $ 180,909 $ 363,713 $ ( 306,453 ) $ 3,124,870 Cost of revenues (excluding depreciation) 2,908,870 110,385 234,885 ( 306,443 ) 2,947,697 Operating expense (excluding depreciation) 199,738 13,581 64,108 — 277,427 Depreciation, depletion, and amortization 53,930 21,899 10,692 3,515 90,036 Impairment expense 55,989 — 29,817 — 85,806 General and administrative expense (excluding depreciation) — — — 41,288 41,288 Acquisition and integration costs — — — 614 614 Operating income (loss) $ ( 331,826 ) $ 35,044 $ 24,211 $ ( 45,427 ) $ ( 317,998 ) Interest expense and financing costs, net ( 70,222 ) Debt extinguishment and commitment costs — Other income, net 1,049 Change in value of common stock warrants 4,270 Equity losses from Laramie Energy, LLC ( 46,905 ) Loss before income taxes ( 429,806 ) Income tax benefit 20,720 Net loss $ ( 409,086 ) Total assets $ 1,478,603 $ 444,800 $ 193,365 $ 17,093 $ 2,133,861 Goodwill 39,821 55,232 32,944 — 127,997 Capital expenditures 38,781 20,898 2,547 1,296 63,522 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 306.5 million for the year ended December 31, 2020. F-57 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 For the year ended December 31, 2019 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 5,167,942 $ 199,226 $ 458,889 $ ( 424,541 ) $ 5,401,516 Cost of revenues (excluding depreciation) 4,783,747 112,124 332,302 ( 424,584 ) 4,803,589 Operating expense (excluding depreciation) 234,582 11,010 67,307 — 312,899 Depreciation, depletion, and amortization 55,832 17,017 10,035 3,237 86,121 General and administrative expense (excluding depreciation) — — — 46,223 46,223 Acquisition and integration costs — — — 4,704 4,704 Operating income (loss) $ 93,781 $ 59,075 $ 49,245 $ ( 54,121 ) $ 147,980 Interest expense and financing costs, net ( 74,839 ) Debt extinguishment and commitment costs ( 11,587 ) Other income, net 2,516 Change in value of common stock warrants ( 3,199 ) Change in value of contingent consideration — Equity losses from Laramie Energy, LLC ( 89,751 ) Loss before income taxes ( 28,880 ) Income tax benefit 69,689 Net income $ 40,809 Total assets $ 1,907,318 $ 494,209 $ 232,150 $ 66,883 $ 2,700,560 Goodwill 77,927 55,232 62,760 — 195,919 Capital expenditures 34,492 40,730 6,869 1,829 83,920 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 424.5 million for the year ended December 31, 2019. F-58 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 For the year ended December 31, 2018 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 3,210,067 $ 125,743 $ 441,040 $ ( 366,122 ) $ 3,410,728 Cost of revenues (excluding depreciation) 2,957,995 77,712 333,664 ( 366,255 ) 3,003,116 Operating expense (excluding depreciation) 146,320 7,782 61,182 — 215,284 Depreciation, depletion, and amortization 32,483 6,860 8,962 4,337 52,642 General and administrative expense (excluding depreciation) — — — 47,426 47,426 Acquisition and integration costs — — — 10,319 10,319 Operating income (loss) $ 73,269 $ 33,389 $ 37,232 $ ( 61,949 ) $ 81,941 Interest expense and financing costs, net ( 39,768 ) Debt extinguishment and commitment costs ( 4,224 ) Other income, net 1,046 Change in value of common stock warrants 1,801 Change in value of contingent consideration ( 10,500 ) Equity earnings from Laramie Energy, LLC 9,464 Income before income taxes 39,760 Income tax expense ( 333 ) Net income $ 39,427 Total assets $ 968,623 $ 130,138 $ 201,848 $ 160,125 $ 1,460,734 Goodwill 53,264 37,373 62,760 — 153,397 Capital expenditures 25,601 13,055 6,101 3,682 48,439 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 365.5 million for the year ended December 31, 2018. Note 23— Related Party Transactions Convertible Notes Offering In June 2016, we issued $ 115 million in aggregate principal amount of our 5.00% Convertible Senior Notes in a private placement under Rule 144A in the Notes Offering. Please read Note 13—Debt for further discussion. Prior to the Notes Offering, we also entered into a backstop convertible note commitment letter with funds managed by Highbridge Capital Management, LLC (“Highbridge”) and funds managed on behalf of Whitebox Advisors, LLC (“Whitebox”) (collectively, the “Backstop Convertible Note Purchasers”), pursuant to which the Backstop Convertible Note Purchasers committed to purchase $ 100 million aggregate principal amount of senior unsecured convertible notes due 2021, which would be issued in a private offering pursuant to an exemption from the registration requirements of the Securities Act. The obligations of the Backstop Convertible Note Purchasers to purchase convertible notes automatically terminated upon the consummation of the Notes Offering, provided that each of the Back Up Convertible Note Purchasers and their respective affiliates were allocated the opportunity to purchase at least $ 32.5 million of the 5.00% Convertible Senior Notes offered in the Notes Offering. Affiliates of Whitebox and Highbridge purchased an aggregate of $ 47.5 million and $ 40.4 million, respectively, principal amount of the 5.00% Convertible Senior Notes in the Notes Offering. Equity Group Investments (“EGI”) - Service Agreement On September 17, 2013, we entered into a letter agreement (“Services Agreement”) with Equity Group Investments (“EGI”), an affiliate of Zell Credit Opportunities Fund, LP (“ZCOF”), which owns 10 % or more of our common stock directly or through affiliates. Pursuant to the Services Agreement, EGI agreed to provide us with ongoing strategic, advisory, and consulting services that may include (i) advice on financing structures and our relationship with lenders and bankers, (ii) advice regarding public and private offerings of debt and equity securities, (iii) advice regarding asset dispositions, acquisitions, or other asset management strategies, (iv) advice regarding potential business acquisitions, dispositions, or combinations involving F-59 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 us or our affiliates, or (v) such other advice directly related or ancillary to the above strategic, advisory, and consulting services as may be reasonably requested by us. EGI does not receive a fee for the provision of the strategic, advisory, or consulting services set forth in the Services Agreement, but may be periodically reimbursed by us, upon request, for (i) travel and out-of-pocket expenses, provided that, in the event that such expenses exceed $ 50 thousand in the aggregate with respect to any single proposed matter, EGI will obtain our consent prior to incurring additional costs, and (ii) provided that we provide prior consent to their engagement with respect to any particular proposed matter, all reasonable fees and disbursements of counsel, accountants, and other professionals incurred in connection with EGI’s services under the Services Agreement. In consideration of the services provided by EGI under the Services Agreement, we agreed to indemnify EGI for certain losses relating to or arising out of the Services Agreement or the services provided thereunder. The Services Agreement has a term of one year and will be automatically extended for successive one-year periods unless terminated by either party at least 60 days prior to any extension date. There were no costs incurred related to this agreement during the years ended December 31, 2020, 2019, or 2018. Note 24— Subsequent Events Washington Refinery Intermediation Agreement On February 11, 2021, we and MLC amended the Washington Refinery Intermediation Agreement and extended the term expiry date from June 30, 2021 to March 31, 2022. This amendment also revised certain other terms and conditions, including a revision to the interest rate of MLC receivable advances to be based on another industry standard benchmark rate that will be effective upon LIBOR’s scheduled retirement at the end of 2021. The terms of the new agreement were not materially different from the prior agreement. Sale-Leaseback Transaction On February 11, 2021, PHL and Par Property LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions (the “Purchase Agreement”) with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company (the “Escrow Agent”), pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transaction”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two ( 22 ) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $ 116.1 million. On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transaction with respect to twenty-one ( 21 ) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $ 109.4 million. We anticipate that during the first quarter there will be a separate closing for one additional property, as provided under the Purchase Agreement. We used approximately $ 51.7 million of the net cash proceeds to repay the Retail Property Term Loan and related interest rate swap and the PHL Term Loan which were related to certain of the Sale-Leaseback Properties. We expect to use the remaining net cash proceeds of $ 54.1 million for general corporate purposes. Upon the closing of the sale of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years, unless earlier terminated. The initial lease term may be extended for up to four five -year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement. F-60 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020, 2019, and 2018 Note 25— Quarterly Financial Data (Unaudited) Summarized quarterly data for the years ended December 31, 2020 and 2019 consisted of the following (in thousands, except per share amounts): Year Ended December 31, 2020 Q1 Q2 Q3 Q4 Revenues $ 1,204,083 $ 515,301 $ 689,981 $ 715,505 Operating income (loss) ( 181,173 ) ( 25,443 ) 2,750 ( 114,132 ) Net loss ( 222,337 ) ( 40,560 ) ( 14,271 ) ( 131,918 ) Net loss per share Basic $ ( 4.18 ) $ ( 0.76 ) $ ( 0.27 ) $ ( 2.47 ) Diluted $ ( 4.18 ) $ ( 0.76 ) $ ( 0.27 ) $ ( 2.47 ) Year Ended December 31, 2019 Q1 Q2 Q3 Q4 Revenues $ 1,191,335 $ 1,409,409 $ 1,401,638 $ 1,399,134 Operating income 21,423 48,621 18,405 59,531 Net income (loss) 61,092 28,169 ( 83,891 ) 35,439 Net income (loss) per share Basic $ 1.23 $ 0.56 $ ( 1.65 ) $ 0.68 Diluted $ 1.14 $ 0.56 $ ( 1.65 ) $ 0.68 F-61 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) BALANCE SHEETS (in thousands, except share data) December 31, 2020 December 31, 2019 ASSETS Current assets Cash and cash equivalents $ 480 $ 6,309 Restricted cash 330 743 Total cash, cash equivalents, and restricted cash 810 7,052 Prepaid and other current assets 16,983 12,325 Due from subsidiaries 107,995 180,686 Total current assets 125,788 200,063 Property, plant, and equipment Property, plant, and equipment 21,477 20,961 Less accumulated depreciation, depletion, and amortization ( 14,368 ) ( 12,117 ) Property, plant, and equipment, net 7,109 8,844 Long-term assets Operating lease right-of-use (“ROU”) assets 3,714 4,276 Investment in subsidiaries 209,010 636,742 Other long-term assets 723 1,128 Total assets $ 346,344 $ 851,053 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 47,301 $ — Accounts payable 2,401 2,597 Accrued taxes 49 — Operating lease liabilities 750 698 Other accrued liabilities 10,907 14,591 Due to subsidiaries 33,757 125,778 Total current liabilities 95,165 143,664 Long-term liabilities Long-term debt, net of current maturities — 44,783 Common stock warrants — 8,206 Finance lease liabilities 77 223 Operating lease liabilities 4,783 5,629 Other liabilities 45 306 Total liabilities 100,070 202,811 Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at December 31, 2020 and December 31, 2019, 54,002,538 shares and 53,254,151 shares issued at December 31, 2020 and December 31, 2019, respectively 540 533 Additional paid-in capital 726,504 715,069 Accumulated deficit ( 477,028 ) ( 67,942 ) Accumulated other comprehensive income (loss) ( 3,742 ) 582 Total stockholders’ equity 246,274 648,242 Total liabilities and stockholders’ equity $ 346,344 $ 851,053 This statement should be read in conjunction with the notes to consolidated financial statements. F-62 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2020 2019 2018 Operating expenses Depreciation and amortization $ 2,900 $ 2,969 $ 4,092 General and administrative expense (excluding depreciation) 11,097 20,017 20,721 Acquisition and integration costs — 28 10,118 Total operating expenses 13,997 23,014 34,931 Operating loss ( 13,997 ) ( 23,014 ) ( 34,931 ) Other income (expense) Interest expense and financing costs, net ( 4,982 ) ( 9,952 ) ( 10,867 ) Debt extinguishment and commitment costs — ( 6,091 ) — Other income (expense), net ( 3 ) 2,303 1,155 Change in value of common stock warrants 4,270 ( 3,199 ) 1,801 Equity in earnings (losses) from subsidiaries ( 394,197 ) 81,097 81,942 Total other income (expense), net ( 394,912 ) 64,158 74,031 Income (loss) before income taxes ( 408,909 ) 41,144 39,100 Income tax benefit (expense) ( 177 ) ( 335 ) 327 Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 This statement should be read in conjunction with the notes to consolidated financial statements. F-63 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2020 2019 2018 Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 Other comprehensive income (loss): (1) Other post-retirement benefits income (loss), net of tax ( 4,324 ) ( 2,091 ) 529 Total other comprehensive income (loss), net of tax ( 4,324 ) ( 2,091 ) 529 Comprehensive income (loss) $ ( 413,410 ) $ 38,718 $ 39,956 ____________________________________________________ (1) Other comprehensive income (loss) relates to benefit plans at our subsidiaries. This statement should be read in conjunction with the notes to consolidated financial statements. F-64 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net income (loss) $ ( 409,086 ) $ 40,809 $ 39,427 Adjustments to reconcile net income (loss) to cash used in operating activities: Depreciation and amortization 2,900 2,969 4,092 Non-cash interest expense 2,518 4,600 4,925 Change in value of common stock warrants ( 4,270 ) 3,199 ( 1,801 ) Stock-based compensation 7,342 6,437 6,196 Equity in losses (income) of subsidiaries 394,197 ( 81,097 ) ( 81,942 ) Debt extinguishment and commitment costs — 6,091 — Net changes in operating assets and liabilities: Prepaid and other assets ( 4,253 ) 1,592 ( 2,604 ) Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities ( 187 ) ( 8,441 ) 5,601 Net cash used in operating activities ( 10,839 ) ( 23,841 ) ( 26,106 ) Cash flows from investing activities: Investments in subsidiaries — — — Distributions from subsidiaries 4,113 16,673 — Capital expenditures ( 1,296 ) ( 1,829 ) ( 3,682 ) Due to (from) subsidiaries 5,768 ( 6,519 ) ( 25,102 ) Other investing activities 14 31 — Net cash provided by (used in) investing activities 8,599 8,356 ( 28,784 ) Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs — — 19,318 Proceeds from borrowings 14,437 63,406 10,770 Repayments of borrowings ( 18,603 ) ( 76,323 ) ( 11,253 ) Payment of deferred loan costs — ( 252 ) — Exercise of stock options — 8,171 — Payment for debt extinguishment and commitment costs — ( 1,899 ) — Other financing activities, net 164 ( 10 ) ( 860 ) Net cash provided by (used in) financing activities ( 4,002 ) ( 6,907 ) 17,975 Net increase (decrease) in cash, cash equivalents, and restricted cash ( 6,242 ) ( 22,392 ) ( 36,915 ) Cash, cash equivalents, and restricted cash at beginning of period 7,052 29,444 66,359 Cash, cash equivalents, and restricted cash at end of period $ 810 $ 7,052 $ 29,444 Supplemental cash flow information: Net cash received (paid) for: Interest $ ( 2,475 ) $ ( 5,357 ) $ ( 5,750 ) Taxes ( 28 ) ( 220 ) ( 49 ) Non-cash investing and financing activities: Accrued capital expenditures $ 233 $ 497 $ 714 ROU assets obtained in exchange for new finance lease liabilities 173 198 539 ROU assets obtained in exchange for new operating lease liabilities — 134 — Common stock issued for business combination — 36,980 — Non-cash contribution to subsidiary for business combination — ( 36,980 ) — Common stock issued to repurchase convertible notes — 74,290 — This statement should be read in conjunction with the notes to consolidated financial statements. F-65 Item 16. FORM 10-K SUMMARY None. F-66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 8, 2021. PAR PACIFIC HOLDINGS, INC. By: /s/ William Pate William Pate President and Chief Executive Officer By: /s/ William Monteleone William Monteleone Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on our behalf and in the capacities indicated and on March 8, 2021. Signature Title /s/ WILLIAM PATE President and Chief Executive Officer (Principal Executive Officer) William Pate /s/ WILLIAM MONTELEONE Chief Financial Officer (Principal Financial Officer) William Monteleone /s/ IVAN GUERRA Chief Accounting Officer (Principal Accounting Officer) Ivan Guerra /s/ MELVYN N. KLEIN Chairman Emeritus Melvyn N. Klein /s/ ROBERT S. SILBERMAN Chairman of the Board of Directors Robert S. Silberman /s/ TIMOTHY CLOSSEY Director Timothy Clossey /s/ L. MELVIN COOPER Director L. Melvin Cooper /s/ CURTIS ANASTASIO Director Curtis Anastasio /s/ WALTER A. DODS, JR. Director Walter A. Dods, Jr. /s/ JOSEPH ISRAEL Director Joseph Israel /s/ KATHERINE HATCHER Director Katherine Hatcher F-67