PAR PACIFIC HOLDINGS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) September 30, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 347,105 $ 490,925 Restricted cash 18,475 4,001 Total cash, cash equivalents, and restricted cash 365,580 494,926 Trade accounts receivable, net of allowances of $ 0.1 million and $ 0.3 million at September 30, 2023 and December 31, 2022, respectively 527,442 252,885 Inventories 1,227,329 1,041,983 Prepaid and other current assets 57,403 92,043 Total current assets 2,177,754 1,881,837 Property, plant, and equipment Property, plant, and equipment 1,544,375 1,224,567 Less accumulated depreciation and amortization ( 455,525 ) ( 388,733 ) Property, plant, and equipment, net 1,088,850 835,834 Long-term assets Operating lease right-of-use assets 329,428 350,761 Refining and logistics equity investments 82,800 — Intangible assets, net 11,583 13,577 Goodwill 129,275 129,325 Other long-term assets 69,063 69,313 Total assets $ 3,888,753 $ 3,280,647 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 4,287 $ 10,956 Obligations under inventory financing agreements 841,838 893,065 Accounts payable 519,933 151,395 Accrued taxes 50,283 32,099 Operating lease liabilities 71,626 66,081 Other accrued liabilities 451,621 640,494 Total current liabilities 1,939,588 1,794,090 Long-term liabilities Long-term debt, net of current maturities 532,653 494,576 Finance lease liabilities 8,178 6,311 Operating lease liabilities 266,982 292,701 Other liabilities 70,093 48,432 Total liabilities 2,817,494 2,636,110 Commitments and contingencies (Note 15) 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 September 30, 2023 and December 31, 2022, 60,518,417 shares and 60,470,837 shares issued at September 30, 2023 and December 31, 2022, respectively 605 604 Additional paid-in capital 853,835 836,491 Accumulated earnings (deficit) 208,724 ( 200,687 ) Accumulated other comprehensive income 8,095 8,129 Total stockholders’ equity 1,071,259 644,537 Total liabilities and stockholders’ equity $ 3,888,753 $ 3,280,647 See accompanying notes to the condensed consolidated financial statements. 1 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues $ 2,579,308 $ 2,056,285 $ 6,048,444 $ 5,512,910 Operating expenses Cost of revenues (excluding depreciation) 2,174,385 1,642,626 5,038,211 4,801,800 Operating expense (excluding depreciation) 145,183 85,513 330,146 246,394 Depreciation and amortization 35,311 25,125 87,887 74,488 General and administrative expense (excluding depreciation) 23,694 16,219 66,148 47,550 Equity earnings from refining and logistics investments ( 3,934 ) — ( 4,359 ) — Acquisition and integration costs 4,669 — 17,213 63 Par West redevelopment and other costs 3,127 2,816 8,490 5,681 Gain on sale of assets, net — ( 185 ) — ( 170 ) Total operating expenses 2,382,435 1,772,114 5,543,736 5,175,806 Operating income 196,873 284,171 504,708 337,104 Other income (expense) Interest expense and financing costs, net ( 20,815 ) ( 16,852 ) ( 51,974 ) ( 51,400 ) Debt extinguishment and commitment costs — 343 ( 17,682 ) ( 5,329 ) Other income (loss), net ( 43 ) ( 198 ) 301 ( 149 ) Equity earnings from Laramie Energy, LLC — — 10,706 — Total other expense, net ( 20,858 ) ( 16,707 ) ( 58,649 ) ( 56,878 ) Income before income taxes 176,015 267,464 446,059 280,226 Income tax expense ( 4,600 ) ( 68 ) ( 6,741 ) ( 756 ) Net income $ 171,415 $ 267,396 $ 439,318 $ 279,470 Income per share Basic $ 2.85 $ 4.49 $ 7.29 $ 4.70 Diluted $ 2.79 $ 4.47 $ 7.18 $ 4.68 Weighted-average number of shares outstanding Basic 60,223 59,535 60,241 59,481 Diluted 61,404 59,831 61,144 59,710 See accompanying notes to the condensed consolidated financial statements. 2 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income $ 171,415 $ 267,396 $ 439,318 $ 279,470 Other comprehensive income (loss): Other post-retirement benefits loss, net of tax ( 12 ) — ( 34 ) — Total other comprehensive income (loss), net of tax ( 12 ) — ( 34 ) — Comprehensive income (loss) $ 171,403 $ 267,396 $ 439,284 $ 279,470 See accompanying notes to the condensed consolidated financial statements. 3 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 2023 2022 Cash flows from operating activities: Net Income $ 439,318 $ 279,470 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 87,887 74,488 Debt extinguishment and commitment costs 17,682 5,329 Non-cash interest expense 2,886 3,170 Non-cash lower of cost and net realizable value adjustment — ( 463 ) Deferred taxes 3,676 682 Gain on sale of assets, net — ( 170 ) Stock-based compensation 8,956 7,382 Unrealized gain on derivative contracts ( 1,152 ) ( 10,151 ) Equity earnings from Laramie Energy, LLC ( 10,706 ) — Equity earnings from refining and logistics investments ( 4,359 ) — Dividends received from refining and logistics investments 1,528 — Net changes in operating assets and liabilities: Trade accounts receivable ( 272,556 ) ( 91,413 ) Prepaid and other assets 17,325 ( 83,483 ) Inventories 113,606 ( 124,405 ) Deferred turnaround expenditures ( 4,178 ) ( 29,595 ) Obligations under inventory financing agreements 1,128 78,136 Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 180,404 260,076 Net cash provided by operating activities 581,445 369,053 Cash flows from investing activities: Acquisition of business ( 595,420 ) — Capital expenditures ( 53,718 ) ( 38,058 ) Proceeds from sale of assets and other 50 397 Return of capital from Laramie Energy, LLC 10,706 — Return of capital from refining and logistics investments 6,630 — Net cash used in investing activities ( 631,752 ) ( 37,661 ) Cash flows from financing activities: Proceeds from borrowings 913,768 369,163 Repayments of borrowings ( 901,094 ) ( 441,434 ) Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 52,355 ) 48,211 Payment of deferred loan costs ( 12,037 ) — Purchase of common stock for retirement ( 32,210 ) ( 7,330 ) Exercise of stock options 13,014 — Payments for debt extinguishment and commitment costs ( 8,742 ) ( 3,483 ) Other financing activities, net 617 351 Net cash used in financing activities ( 79,039 ) ( 34,522 ) Net increase in cash, cash equivalents, and restricted cash ( 129,346 ) 296,870 Cash, cash equivalents, and restricted cash at beginning of period 494,926 116,221 Cash, cash equivalents, and restricted cash at end of period $ 365,580 $ 413,091 Supplemental cash flow information: Net cash paid for: Interest $ ( 58,248 ) $ ( 43,161 ) Taxes ( 2,187 ) ( 9 ) Non-cash investing and financing activities: Accrued capital expenditures $ 9,781 $ 6,280 ROU assets obtained in exchange for new finance lease liabilities 3,021 594 ROU assets obtained in exchange for new operating lease liabilities 35,822 19,014 ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 See accompanying notes to the condensed consolidated financial statements. 4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Deficit Income Equity Balance, December 31, 2021 60,162 $ 602 $ 821,713 $ ( 559,117 ) $ 2,502 $ 265,700 Stock-based compensation 412 3 3,655 — — 3,658 Purchase of common stock for retirement ( 462 ) ( 4 ) ( 1,431 ) ( 4,955 ) — ( 6,390 ) Net loss — — — ( 137,051 ) — ( 137,051 ) Balance, March 31, 2022 60,112 601 823,937 ( 701,123 ) 2,502 125,917 Issuance of common stock for employee stock purchase plan 41 — 632 — — 632 Stock-based compensation 3 — 2,017 — — 2,017 Purchase of common stock for retirement ( 1 ) — ( 94 ) — — ( 94 ) Exercise of stock options 65 1 1,131 — — 1,132 Net income — — — 149,125 — 149,125 Balance, June 30, 2022 60,220 602 827,623 ( 551,998 ) 2,502 278,729 Stock-based compensation ( 2 ) — 1,613 — — 1,613 Purchase of common stock for retirement ( 60 ) ( 1 ) ( 41 ) ( 804 ) — ( 846 ) Net income — — — 267,396 — 267,396 Balance, September 30, 2022 60,158 $ 601 $ 829,195 $ ( 285,406 ) $ 2,502 $ 546,892 5 Accumulated Additional Accumulated Other Common Stock Paid-In (Deficit) Comprehensive Total Shares Amount Capital Earnings Income Equity Balance, December 31, 2022 60,471 $ 604 $ 836,491 $ ( 200,687 ) $ 8,129 $ 644,537 Stock-based compensation 340 — 2,317 — — 2,317 Purchase of common stock for retirement ( 81 ) — ( 3,114 ) — — ( 3,114 ) Exercise of stock options 300 6 6,368 — — 6,374 Other comprehensive loss — — — — ( 11 ) ( 11 ) Net income — — — 237,890 — 237,890 Balance, March 31, 2023 61,030 610 842,062 37,203 8,118 887,993 Issuance of common stock for employee stock purchase plan 27 — 726 — — 726 Stock-based compensation 115 1 3,655 — — 3,656 Purchase of common stock for retirement ( 128 ) ( 1 ) ( 464 ) ( 2,601 ) — ( 3,066 ) Other comprehensive loss — — — — ( 11 ) ( 11 ) Net income — — — 30,013 — 30,013 Balance, June 30, 2023 61,044 610 845,979 64,615 8,107 919,311 Common stock offering, net of issuance costs — — — — — — Stock-based compensation 7 3 2,871 — — 2,874 Purchase of common stock for retirement ( 784 ) ( 8 ) ( 1,655 ) ( 27,306 ) — ( 28,969 ) Exercise of stock options 251 — 6,640 — — 6,640 Other comprehensive loss — — — — ( 12 ) ( 12 ) Net income — — — 171,415 — 171,415 Balance, September 30, 2023 60,518 $ 605 $ 853,835 $ 208,724 $ 8,095 $ 1,071,259 See accompanying notes to the condensed consolidated financial statements. 6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 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, niche markets. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries in Hawaii, Wyoming, Washington, and Montana. Beginning June 1, 2023, we own and operate a refinery that processes Western Canadian and regional Rocky Mountain crude oil and a 65 % interest in an adjacent cogeneration facility in Billings, Montana. 2) Retail - Our retail outlets in Hawaii, Washington, and Idaho sell gasoline, diesel, and retail merchandise through Hele and “76” branded sites, “nomnom” branded company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions to transport and store our crude oil and refined products for our refineries and transport refined products to our retail sites or third-party purchasers. Beginning June 1, 2023, we maintain ownership in distribution and logistics assets in the upper Rockies region, including the wholly owned Silvertip Pipeline, a 40 % interest in the Yellowstone refined products pipeline, and four wholly owned and three joint venture refined product terminals. As of September 30, 2023, we owned a 46.0 % equity investment in Laramie Energy, LLC (“Laramie Energy”). Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As noted in the Refining and Logistics discussions above, as of September 30, 2023 through the Billings Acquisition (as defined in Note 5—Acquisitions), we own a 65 % and a 40 % equity investment in Yellowstone Energy Limited Partnership, (“YELP”) and Yellowstone Pipeline Company (“YPLC”), respectively. Our Corporate and Other reportable segment primarily includes general and administrative costs and certain development expenses associated with our renewable fuel initiatives. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of Par and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our condensed consolidated financial statements for prior periods have been reclassified to conform with the current presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. The condensed consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the complete fiscal year or for any other period. The condensed consolidated balance sheet as of December 31, 2022 was derived from our audited consolidated financial statements as of that date. These condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with 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. 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 7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 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 three and nine months ended September 30, 2023 or 2022. 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 Renewable Identification Numbers (“RINs”) and other environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains and 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. The following table summarizes depreciation and finance lease amortization expense excluded from each line item in our condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 7,672 $ 5,023 $ 17,693 $ 15,250 Operating expense 20,632 12,813 49,189 38,893 General and administrative expense 538 637 1,618 2,056 Recent Accounting Pronouncements There have been no developments to recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations, and cash flows, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. Note 3— Refining and Logistics Equity Investments Yellowstone Energy Limited Partnership On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 65 % limited partnership ownership interest in YELP. YELP owns a cogeneration facility in Billings, Montana, that converts petroleum coke, supplied from our Montana refinery and other nearby third-party refineries, into power production for the local utility grid. We account for our investment in YELP using the equity method as we have the ability to exert significant influence over, but do not control its operating and financial policies. Our proportionate share of YELP’s net income and the depreciation of our basis difference are included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. 8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 The change in our equity investment in YELP is as follows (in thousands): Three Months Ended September 30, For the period from June 1 through September 30, 2023 2023 Beginning balance $ 58,019 $ — Acquisition of investment — 58,019 Equity earnings from YELP 2,740 2,740 Depreciation of basis difference ( 348 ) ( 348 ) Dividends received ( 5,558 ) ( 5,558 ) Ending balance $ 54,853 $ 54,853 Yellowstone Pipeline Company On June 1, 2023, we completed the Billings Acquisition (as defined in Note 5—Acquisitions) and acquired a 40 % ownership interest in YPLC. YPLC owns a refined products pipeline that begins at our Montana refinery and transports refined product throughout Montana and the Pacific Northwest. We account for our ownership interest in YPLC using the equity method as we have the ability to exert significant influence over, but do not control, its operating and financial policies. Our proportionate share of YPLC’s net income and the accretion of our basis difference is included in Equity earnings from refining and logistics investments on our condensed consolidated statements of operations. The change in our equity investment in YPLC is as follows (in thousands): Three Months Ended September 30, For the period from June 1 through September 30, 2023 2023 Beginning balance $ 26,406 $ — Acquisition of investment — 28,581 Equity earnings from YPLC 1,490 1,915 Accretion of basis difference 51 51 Dividends received — ( 2,600 ) Ending balance $ 27,947 $ 27,947 Note 4— Investment in Laramie Energy Laramie Energy As of September 30, 2023, we had a 46.0 % ownership interest in Laramie Energy. Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was zero as of September 30, 2023 and December 31, 2022. Prior to February 21, 2023, Laramie Energy had a term loan agreement which provided a term loan secured by a lien on its natural gas and crude oil properties and related assets. Under the terms of the term loan, Laramie Energy was generally prohibited from making future cash distributions to its owners, including us, except for certain permitted tax distributions. On February 21, 2023, Laramie Energy entered into a new term loan agreement which provides a $ 205 million first lien term loan facility with $ 160.0 million funded at closing and an optional $ 45 million delayed draw commitment, subject to certain terms and conditions. Laramie Energy used the proceeds from the term loan to repay the then-outstanding balance of $ 76.3 million on its prior term loan, including accrued interest and prepayment penalties, and fully redeem preferred equity of $ 73.5 million. After deducting transaction costs, net proceeds were $ 4.8 million. Under the terms of the new term loan, Laramie is permitted to make future cash distributions to its owners, including us, subject to certain restrictions. Laramie Energy’s term loan matures on February 21, 2027. As of September 30, 2023, the term loan had an outstanding balance of $ 160.0 million. On March 1, 2023, pursuant to its new term loan agreement, Laramie Energy made a one-time cash distribution to its owners, including us, based on ownership percentage. Our share of this distribution was $ 10.7 million, which was reflected as 9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Return of capital from Laramie Energy, LLC on our condensed consolidated statements of cash flows. We recorded the cash received as Equity earnings from Laramie Energy, LLC on our condensed consolidated statements of operations because the carrying value of our investment in Laramie Energy was zero at the time of such distribution. Effective February 21, 2023, and concurrent with the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. At September 30, 2023, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 76.4 million. This difference arose primarily due to other-than-temporary impairments of our equity investment in Laramie Energy. Note 5— Acquisitions Billings Acquisition On October 20, 2022, we and our subsidiaries Par Montana, LLC (“Par Montana”) and Par Montana Holdings, LLC (“Par Montana Holdings”), entered into an equity and asset purchase agreement (as amended to include Par Rocky Mountain Midstream, LLC, the “Purchase Agreement”) with Exxon Mobil Corporation, ExxonMobil Oil Corporation, and ExxonMobil Pipeline Company LLC (collectively, the “Sellers”) to purchase (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) the Sellers’ 65 % limited partnership equity interest in YELP, and (iii) the Sellers’ 40 % equity interest in YPLC for a base purchase price of $ 310.0 million plus the value of hydrocarbon inventory and adjusted working capital at closing (collectively, the “Billings Acquisition”). The Billings Acquisition enhances our fully integrated downstream network in the upper Rockies and Pacific Northwest. The Billings Acquisition increases scale and geographic diversification on the U.S. mainland and allows for efficient access to alternative markets. On June 1, 2023, we completed the Billings Acquisition for a total purchase price of approximately $ 625.4 million, including acquired working capital, consisting of a cash deposit of $ 30.0 million paid on October 20, 2022 upon execution of the Purchase Agreement and $ 595.4 million paid at closing on June 1, 2023. The Company funded the Billings Acquisition with cash on hand and borrowings from the ABL Credit Facility (as defined in Note 11—Debt). We accounted for the Billings Acquisition 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. A summary of the preliminary fair value of the assets acquired and liabilities assumed is as follows (in thousands): Trade accounts receivable $ 2,387 Inventories 299,176 Property, plant, and equipment 259,088 Operating lease right-of-use assets 3,562 Investment in refining and logistics subsidiaries 86,600 Other long-term assets 4,094 Total assets (1) 654,907 Current operating lease liabilities 2,081 Other current liabilities 7,056 Environmental liabilities 18,869 Long-term operating lease liabilities 1,481 Total liabilities 29,487 Total $ 625,420 _______________________________________________________ (1) We allocated $ 538.7 million and $ 116.2 million of total assets to our refining and logistics segments, respectively. We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during the first part of 2024. The primary areas of the purchase price allocation that are not finalized as of September 30, 2023 relate to inventory, property, plant, and equipment, and the environmental liabilities. During the three months ended September 30, 2023, immaterial purchase price allocation adjustments were recorded related to 10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 working capital. Any final valuation adjustments could change the fair values assigned to the assets acquired and liabilities assumed, resulting in a change to our condensed consolidated financial statements, which could be material. We incurred $ 0.2 million and $ 10.6 million of acquisition costs related to the Billings Acquisition for the three and nine months ended September 30, 2023, respectively. These costs are included in Acquisition and integration costs on our condensed consolidated statements of operations. We assumed certain environmental liabilities associated with the Billings Acquisition, including costs related to hazardous waste corrective measures, ground and surface water sampling and monitoring. We expect to incur these costs over a 20 to 30 year period. The results of operations of the Montana refinery, newly acquired logistics assets in the Rockies region, and YELP and YPLC equity investments were included in our results beginning on June 1, 2023. For the three and nine months ended September 30, 2023, our results of operations included revenues of $ 839.9 million and $ 1,057.0 million, respectively, and net income of $ 68.2 million and $ 52.6 million, respectively, related to these assets. The following unaudited pro forma financial information presents our consolidated revenues and net income as if the Billings Acquisition had been completed on January 1, 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Revenues $ 6,989,310 $ 7,599,525 Net income 592,970 261,796 These pro forma results were based on estimates and assumptions that we believe are reasonable. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Billings Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company. Pro forma adjustments include (i) incremental depreciation resulting from the estimated fair value of property, plant, and equipment acquired, (ii) transaction costs which were shifted from the nine months ended September 30, 2023 to the nine months ended September 30, 2022 and (iii) elimination of historical transactions between Par and the Montana assets. Note 6— Revenue Recognition As of September 30, 2023 and December 31, 2022, receivables from contracts with customers were $ 471.6 million and $ 242.5 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 $ 35.1 million and $ 11.5 million as of September 30, 2023 and December 31, 2022, 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. 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): Three Months Ended September 30, 2023 Refining Logistics Retail Product or service: Gasoline $ 952,981 $ — $ 116,629 Distillates (1) 1,016,470 — 13,848 Other refined products (2) 482,146 — — Merchandise — — 27,339 Transportation and terminalling services — 72,839 — Other revenue 72,558 — 696 Total segment revenues (3) $ 2,524,155 $ 72,839 $ 158,512 11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Three Months Ended September 30, 2022 Refining Logistics Retail Product or service: Gasoline $ 532,864 $ — $ 118,320 Distillates (1) 861,298 — 13,296 Other refined products (2) 577,665 — — Merchandise — — 24,800 Transportation and terminalling services — 54,635 — Other revenue 2,874 — 969 Total segment revenues (3) $ 1,974,701 $ 54,635 $ 157,385 Nine Months Ended September 30, 2023 Refining Logistics Retail Product or service: Gasoline $ 2,006,902 $ — $ 326,082 Distillates (1) 2,495,572 — 37,815 Other refined products (2) 1,272,374 — — Merchandise — — 76,059 Transportation and terminalling services — 189,936 — Other revenue 73,260 — 2,524 Total segment revenues (3) $ 5,848,108 $ 189,936 $ 442,480 Nine Months Ended September 30, 2022 Refining Logistics Retail Product or service: Gasoline $ 1,548,915 $ — $ 320,326 Distillates (1) 2,345,982 — 33,030 Other refined products (2) 1,408,126 — — Merchandise — — 68,522 Transportation and terminalling services — 147,729 — Other revenue 15,356 — 2,627 Total segment revenues (3) $ 5,318,379 $ 147,729 $ 424,505 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, vacuum gas oil, and asphalt. (3) Refer to Note 19—Segment Information for the reconciliation of segment revenues to total consolidated revenues. 12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Note 7— Inventories Inventories at September 30, 2023 and December 31, 2022 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total September 30, 2023 Crude oil and feedstocks $ 268,498 $ 126,747 $ 395,245 Refined products and blendstock 379,320 144,942 524,262 Warehouse stock and other (2) 307,822 — 307,822 Total $ 955,640 $ 271,689 $ 1,227,329 December 31, 2022 Crude oil and feedstocks $ 112,082 $ 265,536 $ 377,618 Refined products and blendstock 188,040 168,624 356,664 Warehouse stock and other (2) 307,701 — 307,701 Total $ 607,823 $ 434,160 $ 1,041,983 ________________________________________________________ (1) Please read Note 9—Inventory Financing Agreements for further information. (2) Includes $ 223.4 million and $ 258.2 million of RINs and environmental credits, reported at the lower of cost or net realizable value, as of September 30, 2023 and December 31, 2022, respectively. RINs and environmental credit obligations of $ 326.6 million and $ 549.8 million, reported at market value, are included in Other accrued liabilities on our condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. If we marked our RINs and environmental credits to fair market value, our net environmental credit obligations would have been $ 91.1 million and $ 152.6 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, there was no reserve for the lower of cost or net realizable value of inventory. As of September 30, 2023 and December 31, 2022, the excess of current replacement cost over the last-in, first-out (“LIFO”) inventory carrying value at the Washington refinery was approximately $ 63.4 million and $ 46.4 million, respectively. Note 8— Prepaid and Other Current Assets Prepaid and other current assets at September 30, 2023 and December 31, 2022 consisted of the following (in thousands): September 30, 2023 December 31, 2022 Collateral posted with broker for derivative instruments (1) $ 22,834 $ 40,788 Billings Acquisition deposit (2) — 30,000 Prepaid insurance 585 15,639 Derivative assets 18,138 — Other 15,846 5,616 Total $ 57,403 $ 92,043 _________________________________________________________ (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 12—Derivatives for further information. (2) Please read Note 5—Acquisitions for further information. 13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Note 9— Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): September 30, 2023 December 31, 2022 Supply and Offtake Agreement $ 680,148 $ 732,511 Washington Refinery Intermediation Agreement 161,690 160,554 LC Facility due 2024 — — Obligations under inventory financing agreements $ 841,838 $ 893,065 Supply and Offtake Agreement Under the Second Amended and Restated Supply and Offtake Agreement (as amended, the “Supply and Offtake Agreement”), J. Aron & Company LLC (“J. Aron”) finances the majority of the crude oil utilized at the Hawaii refinery, holds legal title to the crude oil stored in our storage tanks before processing until title passes to us at the tank outlet, and buys refined products produced at our Hawaii refinery, after which we repurchase the refined products prior to selling them to our retail locations or third parties. Under the Supply and Offtake Agreement, J. Aron may enter into agreements with third parties whereby J. Aron remits payments to these third parties for refinery procurement contracts for which we will become immediately obligated to reimburse J. Aron. The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”), subject to a one-year extension at the mutual agreement of the parties at least 120 days prior to the Expiration Date. The Supply and Offtake Agreement also makes available a discretionary draw facility (the “Discretionary Draw Facility”) to Par Hawaii Refining, LLC (“PHR”). On April 25, 2022, we entered into an amendment (the “S&O Amendment”) to the Supply and Offtake Agreement which, among other things, amended the maximum commitment amount under the Discretionary Draw Facility from $ 165 million to $ 215 million. The S&O Amendment further increased the limit in the borrowing base for eligible hydrocarbon inventory from $ 82.5 million to $ 107.5 million. The S&O Amendment further requires a $ 5.0 million reserve against the borrowing base at any time more than $ 165 million is outstanding in discretionary draw advances made to PHR; the reserve may be reduced by the posting of cash collateral by PHR in accordance with the terms of the S&O Amendment. On February 13, 2023, we entered into an amendment to the Supply and Offtake Agreement to, among other things, facilitate entry into the Term Loan Credit Agreement. On June 21, 2023, we entered into an amendment (the “June 2023 S&O Amendment”) to the Supply and Offtake Agreement to establish the Secured Overnight Financing Rate ("SOFR"), as defined in the Supply and Offtake Agreement, as the benchmark rate in replacement of the London Interbank Offered Rate ("LIBOR") and revise certain other terms and conditions, effective July 1, 2023. On July 26, 2023, we entered into an amendment (the “July 2023 S&O Amendment”) to the Supply and Offtake Agreement which, among other things, allowed PHR to enter into a crude oil procurement contract supported by a letter of credit under the LC Facility (as defined below) and have its purchases funded by J. Aron, subject to certain conditions. Please read below for further information on the LC Facility. Under the Supply and Offtake Agreement, we pay or receive certain fees from J. Aron based on changes in market prices over time. In 2021 and 2022, we entered into multiple contracts to fix certain market fees for the period from January 2022 through May 2022 for $ 8.7 million. For the three and nine months ended September 30, 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement. We had no fixed market fees due to or from J. Aron as of September 30, 2023 and December 31, 2022. The amount due to or from J. Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. We did not recognize any fixed market fees for the three and nine months ended September 30, 2023 or for the three months ended September 30, 2022. We recognized fixed market fees of $ 8.8 million for the nine months ended September 30, 2022, which were included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. LC Facility due 2024 On July 26, 2023, PHR, as borrower, the lenders and letter of credit issuing banks party thereto (collectively, the “LC Facility Lenders”), MUFG Bank, Ltd., as administrative agent (the “LC Facility Agent”), sub-collateral agent, joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”), entered into an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agree, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $ 120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $ 350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility are intended to finance and provide credit support for certain of PHR’s 14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 purchases of crude oil. In addition, revolving credit loans may be used to pay suppliers. The LC Facility will mature on July 25, 2024, unless the obligations are accelerated and the maximum credit limits of the LC Facility Lenders are terminated prior to such date. The revolving credit loans under the LC Facility bear interest at a 1) SOFR rate plus the applicable margin of 2.5 %, 2) cost of funds rate plus applicable margin of 2.5 % or) alternate base rate plus 1.5 %, as more particularly described in the LC Facility Agreement. PHR has agreed to pay certain fees and commissions with respect to letters of credit under the LC Facility, including, but not limited to, a letter of credit commission, in an amount equal to the greater of $ 750 (in dollars) and (1) 2.00 % per annum of the face amount of any trade letter of credit, or (2) 2.25 % per annum of the face amount of any performance letter of credit, each payable monthly in arrears. In addition, PHR shall pay a fronting fee equal to 0.25 % of the face amount of each letter of credit issued by a letter of credit issuing bank, payable monthly in arrears. The LC Facility Agreement requires PHR to comply with various covenants, including compliance with the minimum liquidity covenant. PHR agrees that it shall not permit the liquidity of PHR for any three consecutive business days to be less than $ 15 million at any time, with at least $ 15 million of such liquidity consisting of cash and cash equivalents. PHR has granted a lien and security interest in certain of its assets to the Collateral Agent. PHR is also required to provide cash collateral to the LC Facility Agent as a condition to issuance of certain letters of credit. Washington Refinery Intermediation Agreement The Washington Refinery Intermediation Agreement with Merrill Lynch Commodities, Inc. (“MLC”) provides a structured financing arrangement based on U.S. Oil & Refining Co. “USOR” and certain affiliated entities’ crude oil and refined products inventories and associated accounts receivable. On May 9, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to increase the maximum borrowing capacity under the MLC receivable advances from $ 90 million to $ 115 million. On August 11, 2022, we and MLC entered into an amendment to the Washington Refinery Intermediation Agreement to establish the adjusted three-month term SOFR rate as the benchmark rate in replacement of the LIBOR rate and revise certain other terms and conditions. On November 2, 2022, we and MLC amended the Washington Refinery Intermediation Agreement to further extend the term through March 31, 2024 and reduce the maximum borrowing capacity to $ 110 million. On February 28, 2023, we and MLC amended the Washington Refinery Intermediation Agreement to facilitate entry into the Term Loan Credit Agreement, and on April 26, 2023, we and MLC amended the Washington Refinery Intermediation Agreement to facilitate entry into the ABL Credit Facility. On October 4, 2023, USOR entered into a Wind-Down and Termination Agreement; please read Note 20—Subsequent Events for further information The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): September 30, 2023 December 31, 2022 Discretionary Draw Facility Outstanding borrowings (1) $ 174,999 $ 204,843 Borrowing capacity 174,999 204,843 MLC receivable advances Outstanding borrowings (1) 34,090 56,601 Borrowing capacity 72,090 56,601 LC Facility due 2024 Outstanding borrowings — — Borrowing capacity 13,905 — MLC issued letters of credit 68,900 115,001 LC Facility issued letters of credit 96,450 — ______________________________________________________ (1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our condensed consolidated balance sheets. Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the condensed consolidated statements of cash flows. 15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 15,643 $ 40,112 $ 42,270 $ 79,557 Interest expense and financing costs, net 2,214 1,453 5,834 4,555 Washington Refinery Intermediation Agreement Inventory intermediation fees $ 750 $ 750 $ 2,250 $ 2,250 Interest expense and financing costs, net 3,278 2,636 9,250 7,533 LC Facility due 2024 Interest expense and financing costs, net $ 54 — $ 54 — ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 5.1 million and $ 30.2 million for the three months ended September 30, 2023 and 2022 and $ 9.3 million and $ 54.1 million for the nine months ended September 30, 2023 and 2022, respectively. The Supply and Offtake Agreement 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 12—Derivatives for further information. Note 10— Other Accrued Liabilities Other accrued liabilities at September 30, 2023 and December 31, 2022 consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accrued payroll and other employee benefits $ 30,905 $ 27,815 Gross environmental credit obligations (1) 326,598 549,791 Other 94,118 62,888 Total $ 451,621 $ 640,494 ___________________________________________________ (1) Gross environmental credit obligations are stated at market as of September 30, 2023 and December 31, 2022. Please read Note 13—Fair Value Measurements for further information. 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 condensed consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $ 223.4 million and $ 258.2 million as of September 30, 2023 and December 31, 2022, respectively. If we marked our RINs and environmental credits to fair market value, our net environmental credit obligations at market value would have been $ 91.1 million and $ 152.6 million as of September 30, 2023 and December 31, 2022, respectively. 16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Note 11— Debt The following table summarizes our outstanding debt (in thousands): September 30, 2023 December 31, 2022 ABL Credit Facility due 2028 $ — $ — Term Loan Credit Agreement due 2030 547,250 — 7.75 % Senior Secured Notes due 2025 — 281,000 Term Loan B Facility due 2026 — 203,125 12.875 % Senior Secured Notes due 2026 — 31,314 Other long-term debt 4,901 — Principal amount of long-term debt 552,151 515,439 Less: unamortized discount and deferred financing costs ( 15,211 ) ( 9,907 ) Total debt, net of unamortized discount and deferred financing costs 536,940 505,532 Less: current maturities, net of unamortized discount and deferred financing costs ( 4,287 ) ( 10,956 ) Long-term debt, net of current maturities $ 532,653 $ 494,576 As of September 30, 2023, we had $ 49.4 million in letters of credit outstanding under the ABL Credit Facility, as defined below. As of December 31, 2022, we had $ 19.5 million in letters of credit outstanding under the Prior ABL Credit Facility, as defined below. We had $ 70.0 million and $ 5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of September 30, 2023 and December 31, 2022, respectively, under agreements with MLC and under certain other facilities. Under the ABL Credit Facility and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions. ABL Credit Facility due 2028 On April 26, 2023, in connection with the Billings Acquisition, we repaid in full and terminated the loan and security agreements with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (as amended from time to time, “Prior ABL Credit Facility”) and entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”), providing for a senior secured asset-based revolving credit facility in an initial aggregate principal amount of up to $ 150 million and secured by a first priority lien over certain of our assets and other personal property, subject to certain customary exceptions. In accordance with ASC Topic 470, "Debt", we accounted for the ABL Credit Facility as a debt m odification and unamortized deferred financing costs/modification costs o f $ 0.7 million were rolled into the ABL Credit Facility which will be amortized over the remaining term of the ABL Credit Facility . On May 30, 2023, the ABL Credit Facility was amended (“ABL Credit Facility Billings Amendment”) in order to, among other things, increase the commitment amount by $ 450 million, adjust the borrowing base to account for the Billings Acquisition assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Billings Acquisition. Initially the ABL Credit Facility permitted the issuance of letters of credit of up to $ 65 million, with the ABL Credit Facility Billings Amendment this amount increased to $ 250 million. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility; please read Note 20—Subsequent Events for further information. As of September 30, 2023, the ABL Credit Facility had no outstanding revolving loans , $ 49.4 million in letters of credit outstanding, and a borrowing base of approxi mately $ 424.0 million. The interest rates applicable to borrowings under the ABL Credit Facility is based on a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate, plus an applicable margin, or (ii) an Adjusted Term SOFR rate, plus an applicable margin. The initial applicable margin for borrowings under the Facilities is 0.50 % per annum with respect to base rate borrowings and 1.50 % per annum with respect to SOFR borrowings, and the applicable margin for such borrowings after June 30, 2023 will be based on the our quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25 % per annum to 0.75 % per annum with respect to base rate borrowings and from 1.25 % per annum to 17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 1.75 % per annum with respect to SOFR borrowings. We will also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility. The ABL Credit Facility includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio and a minimum Borrower Group Fixed Charge Coverage Ratio. In addition, the covenants limit our ability and the ability of our restricted subsidiaries to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers, or consolidations, engage in certain hedging transactions, and pay dividends and other restricted payments. Term Loan Credit Agreement due 2030 On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $ 550.0 million at a price equal to 98.5 % of its face value. The initial loan bears interest at SOFR, as defined below. The net proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes and any remaining net proceeds are expected to be used for general corporate purposes. We recognized an aggregate of $ 2.8 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023. The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5 %, as defined in the Term Loan Credit Agreement. The SOFR rate and Base Rate definitions are summarized below: SOFR Rate loan Secured overnight financing rate plus the applicable margin of 4.250 % per annum with a stepdown in the applicable margin of 0.25 % in the event the Company’s credit rating is upgraded to Ba3/BB-, Base Rate loan A per annum rate plus the applicable margin of 3.250 %. The base rate is the greatest of: • a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5 %; • a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0 %; or • a rate as announced by Wells Fargo (the “Prime Rate”). The Term Loan Credit Agreement requires quarterly payments of $ 1.4 million on the last business day of each March, June, September and December, commencing on June 30, 2023, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030. 7.75 % Senior Secured Notes due 2025 On February 28, 2023, we repurchased and cancelled $ 260.6 million in aggregate principal amount of the 7.75 % Senior Secured Notes at a repurchase price of 102.120 % of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75 % Senior Secured Notes at a repurchase price of 101.938 % of the aggregate principal amount repurchased. In connection with the termination of the 7.75 % Senior Secured Notes, we recognized debt extinguishment costs of $ 5.9 million associated with debt repurchase premiums and $ 3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023. Our 7.75 % Senior Secured Notes bore 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 were due to mature on December 15, 2025. Term Loan B Facility due 2026 On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility. We recognized debt extinguishment costs of $ 1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023. The Term Loan B Facility bore 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 %. In addition to the quarterly interest payments, the 18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Term Loan B Facility required quarterly principal payments of $ 3.1 million. The Term Loan B Facility was due to mature on January 11, 2026. 12.875 % Senior Secured Notes due 2026 On February 28, 2023, we repurchased and cancelled $ 29 million in aggregate principal amount of the 12.875 % Senior Secured Notes at a repurchase price of 109.044 % of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875 % Senior Secured Notes at a repurchase price of 108.616 % of the aggregate principal amount repurchased. In connection with the termination of the 12.875 % Senior Secured Notes, we recognized debt extinguishment costs of $ 2.8 million associated with debt repurchase premiums and $ 1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our condensed consolidated statement of operations for the nine months ended September 30, 2023. The 12.875 % Senior Secured Notes bore 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 were due to mature on January 15, 2026. Other long-term debt On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii totaling $ 5.1 million. The notes bear interest at a fixed rate of 4.625 % per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030. 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 September 30, 2023, 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”) and became automatically effective on February 14, 2022 (“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 excluded the summarized financial information for the Guarantor Subsidiaries as the assets and results of operations of the Company and the Guarantor Subsidiaries are not materially different than the corresponding amounts presented on our consolidated financial statements. Note 12— Derivatives Commodity Derivatives Our condensed consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 13—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our open futures and over-the-counter (“OTC”) swaps at September 30, 2023, will settle by December 2024. At September 30, 2023, our open commodity derivative contracts represented (in thousands of barrels): Contract Type Purchases Sales Net Futures 31,520 ( 31,820 ) ( 300 ) Swaps 2,935 ( 6,482 ) ( 3,547 ) Total 34,455 ( 38,302 ) ( 3,847 ) 19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 At September 30, 2023, we also had option collars that economically hedge a portion of our internally consumed fuel at our refineries. The following table provides information on these option collars at our refineries as of September 30, 2023: 2023 2024 Average barrels per month 168,333 146,500 Weighted-average strike price - floor (in dollars) $ 65.07 $ 60.96 Weighted-average strike price - ceiling (in dollars) $ 88.10 $ 83.19 Earliest commencement date September 2023 January 2024 Furthest expiry date December 2023 June 2024 At September 30, 2023, we also had open exchange traded future contracts for certain environmental credits that economically hedge a portion of our environmental credit obligations. Our open environmental credit derivative contracts represented 750 thousand credits and will deliver by December 2023. Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, Supply and Offtake Agreement, and Washington Refinery Intermediation Agreement. We may utilize interest rate swaps to manage our interest rate risk. On April 12, 2023, we entered into an interest rate collar transaction to manage our interest rate risk on the Term Loan Credit Agreement. The interest rate collar agreement reduces variable interest rate risk from May 31, 2023, through May 31, 2026, with a notional amount of $ 300.0 million as of September 30, 2023. The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.300 %, based on the three month SOFR as of the fixing date. We pay variable interest quarterly until the three month SOFR reaches the floor. If the three month SOFR is between the floor and the cap, no payment is due to either party. If the three month SOFR is greater than the cap, the counterparty pays us. The interest rate collar transaction expires on May 31, 2023. As of December 31, 2022, we did not hold any interest rate derivative instruments. The following table provides information on the fair value amounts (in thousands) of these derivatives as of September 30, 2023 and December 31, 2022, and their placement within our condensed consolidated balance sheets. Balance Sheet Location September 30, 2023 December 31, 2022 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 15,207 $ 495 Commodity derivatives Other accrued liabilities ( 33,980 ) ( 10,989 ) Environmental credit derivatives Other accrued liabilities ( 1,931 ) — J. Aron repurchase obligation derivative Obligations under inventory financing agreements ( 57,972 ) ( 12,156 ) MLC terminal obligation derivative Obligations under inventory financing agreements ( 6,429 ) 14,435 Interest rate derivatives Other long-term assets 664 — _________________________________________________________ (1) Does not include cash collateral of $ 22.8 million and $ 40.8 million recorded in Prepaid and other current assets as of September 30, 2023 and December 31, 2022, respectively, and $ 9.5 million in Other long-term assets as of both September 30, 2023 and December 31, 2022. 20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our condensed consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Location 2023 2022 2023 2022 Commodity derivatives Cost of revenues (excluding depreciation) $ ( 72,131 ) $ 20,728 $ ( 78,859 ) $ ( 36,750 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) ( 51,344 ) 58,851 ( 45,816 ) 28,811 MLC terminal obligation derivative Cost of revenues (excluding depreciation) ( 37,616 ) 18,423 ( 34,149 ) ( 71,769 ) Interest rate derivatives Interest expense and financing costs, net 121 — 664 — Note 13— Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Purchase Price Allocation of Billings Acquisition The preliminary fair values of the assets acquired and liabilities assumed as a result of the Billings Acquisition were estimated as of June 1, 2023, the date of the acquisition, using valuation techniques described in notes (1) through (5) below. Valuation Fair Value Technique (in thousands) Net working capital excluding operating leases $ 294,507 (1) Property, plant, and equipment 259,088 (2) Operating lease right-of-use assets 3,562 (3) Refining and logistics equity investments 86,600 (4) Other long-term assets 4,094 (1) Current operating lease liabilities ( 2,081 ) (3) Long-term operating lease liabilities ( 1,481 ) (3) Environmental liabilities ( 18,869 ) (5) Total $ 625,420 (1) Current assets acquired and liabilities assumed were recorded at their net realizable value. Other long-term assets includes preliminary costs for future turnarounds that were recently incurred and 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. We consider this to be a Level 3 fair value measurement. (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 fair value of our investments in YELP and YPLC were determined using a combination of the income approach and the market approach. Under the income approach, we estimated the present value of expected future cash flows using a market participant discount rate. Under the market approach, we estimated fair value using observable multiples for comparable companies in the investments’ industries. These valuation methods require us 21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 to make significant estimates and assumptions regarding future cash flows, capital projects, commodity prices, long-term growth rates, and discount rates. We consider this to be a Level 3 fair value measurement. (5) Environmental liabilities are based on management’s best estimates of probable future costs using currently available information. We consider this to be a Level 3 fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative Instruments We utilize commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and cost of crude oil consumed in the refining process. We utilize exchange traded futures contracts to manage a portion of our cost for credits required by certain environmental agencies to offset our carbon emissions. We also utilize interest rate swaps to manage our interest rate risk. 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 West Texas Intermediate Crude Oil (“WTI”) indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement and Washington Refinery Intermediation Agreement. Such contractual differentials vary by location and by the type of product, have a weighted average premium of $ 17.98 , and range from a discount of $ 6.18 per barrel to a premium of $ 67.61 per barrel as of September 30, 2023. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We did not have other commodity derivatives classified as Level 3 at September 30, 2023, or December 31, 2022. Please read Note 12—Derivatives for further information on derivatives. The embedded derivative related to our MLC terminal obligation and certain commodity derivative contracts were terminated along with the wind-down of the Washington Refinery Intermediation Agreement on October 4, 2023. Please read Note 20—Subsequent Events for further information. 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 U.S. Environmental Protection Agency (“EPA”) and the State of Washington’s 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 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 15—Commitments and Contingencies for further information on the EPA and the State of Washington’s regulations related to greenhouse gases. 22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Financial Statement Impact Fair value amounts by hierarchy level as of September 30, 2023 and December 31, 2022, are presented gross in the tables below (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 411,270 $ 14,521 $ — $ 425,791 $ ( 410,584 ) $ 15,207 Interest rate derivatives — 664 — 664 — 664 Total $ 411,270 $ 15,185 $ — $ 426,455 $ ( 410,584 ) $ 15,871 Liabilities Commodity derivatives $ ( 412,939 ) $ ( 33,057 ) $ — $ ( 445,996 ) $ 410,584 $ ( 35,412 ) J. Aron repurchase obligation derivative — — ( 57,972 ) ( 57,972 ) — ( 57,972 ) MLC terminal obligation derivative — — ( 6,429 ) ( 6,429 ) — ( 6,429 ) Gross environmental credit obligations (2) — ( 326,598 ) — ( 326,598 ) — ( 326,598 ) Total liabilities $ ( 412,939 ) $ ( 359,655 ) $ ( 64,401 ) $ ( 836,995 ) $ 410,584 $ ( 426,411 ) December 31, 2022 Level 1 Level 2 Level 3 Gross Fair Value Effect of Counter-Party Netting Net Carrying Value on Balance Sheet (1) Assets Commodity derivatives $ 161,541 $ 8,369 $ — $ 169,910 $ ( 169,415 ) $ 495 Liabilities Commodity derivatives $ ( 172,529 ) $ ( 7,875 ) $ — $ ( 180,404 ) $ 169,415 $ ( 10,989 ) J. Aron repurchase obligation derivative — — ( 12,156 ) ( 12,156 ) — ( 12,156 ) MLC terminal obligation derivative — — 14,435 14,435 — 14,435 Gross environmental credit obligations (2) — ( 549,791 ) — ( 549,791 ) — ( 549,791 ) Total liabilities $ ( 172,529 ) $ ( 557,666 ) $ 2,279 $ ( 727,916 ) $ 169,415 $ ( 558,501 ) _________________________________________________________ (1) Does not include cash collateral of $ 32.4 million and $ 50.3 million as of September 30, 2023 and December 31, 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our condensed consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $ 223.4 million and $ 258.2 million presented as Inventories on our condensed consolidated balance sheet and stated at the lower of cost and net realizable value as of September 30, 2023 and December 31, 2022, respectively. 23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Balance, at beginning of period $ ( 5,584 ) $ ( 8,492 ) $ 2,279 $ ( 37,321 ) Settlements 30,143 ( 55,448 ) 13,285 93,613 Total gains (losses) included in earnings (1) ( 88,960 ) 77,274 ( 79,965 ) ( 42,958 ) Balance, at end of period $ ( 64,401 ) $ 13,334 $ ( 64,401 ) $ 13,334 _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of September 30, 2023 and December 31, 2022 are as follows (in thousands): September 30, 2023 Carrying Value Fair Value ABL Credit Facility due 2028 (2) $ — $ — LC Facility due 2024 (2) — — Term Loan Credit Agreement due 2030 (1) 532,039 545,882 Other long-term debt (1) 4,901 4,680 December 31, 2022 Carrying Value Fair Value Prior ABL Credit Facility due 2025 (2) $ — $ — 7.75 % Senior Secured Notes due 2025 (1) (3) 277,137 276,785 Term Loan B Facility due 2026 (1) (3) 198,268 201,094 12.875 % Senior Secured Notes due 2026 (1) (3) 30,127 34,029 _________________________________________________________ (1) The fair value measurements of the Term Loan Credit Agreement, Other long-term debt, 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 measurement of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility is considered a Level 3 measurement in the fair value hierarchy. (3) The 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes were fully repaid in 2023, please read Note 11—Debt for more information. The fair value of the Term Loan Credit Agreement, Other long-term debt, 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 Term Loan Credit Agreement, Other long-term debt, 7.75 % Senior Secured Notes, Term Loan B Facility, and 12.875 % Senior Secured Notes may not be actively traded. The carrying value of our ABL Credit Facility was determined to approximate fair value as of September 30, 2023. 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 14— Leases We have cancellable and non-cancellable 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 residual value guarantees associated with any of our leases. 24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 The following table provides information on the amounts (in thousands) of our right-of-use assets (“ROU assets”) and liabilities as of September 30, 2023 and December 31, 2022 and their placement within our condensed consolidated balance sheets: Lease type Balance Sheet Location September 30, 2023 December 31, 2022 Assets Finance Property, plant, and equipment $ 24,172 $ 21,150 Finance Accumulated amortization ( 11,729 ) ( 10,308 ) Finance Property, plant, and equipment, net $ 12,443 $ 10,842 Operating Operating lease right-of-use assets 329,428 350,761 Total right-of-use assets $ 341,871 $ 361,603 Liabilities Current Finance Other accrued liabilities $ 1,652 $ 1,782 Operating Operating lease liabilities 71,626 66,081 Long-term Finance Finance lease liabilities 8,178 6,311 Operating Operating lease liabilities 266,982 292,701 Total lease liabilities $ 348,438 $ 366,875 The following table summarizes the weighted-average lease terms and discount rates of our leases as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Weighted-average remaining lease term (in years) Finance 8.62 5.60 Operating 8.81 9.00 Weighted-average discount rate Finance 7.27 % 7.38 % Operating 7.23 % 7.10 % The following table summarizes the lease costs and income recognized in our condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease cost (income) type 2023 2022 2023 2022 Finance lease cost Amortization of finance lease ROU assets $ 476 $ 482 $ 1,422 $ 1,450 Interest on lease liabilities 154 152 446 475 Operating lease cost 24,898 22,138 73,188 66,385 Variable lease cost 2,807 769 62,394 3,506 Short-term lease cost 2,778 1,266 7,341 3,611 Net lease cost $ 31,113 $ 24,807 $ 144,791 $ 75,427 Operating lease income (1) $ ( 3,918 ) $ ( 3,495 ) $ ( 11,193 ) $ ( 7,560 ) _________________________________________________________ (1) The majority of our lessor income comes from leases with lease terms of one year or less and the estimated future undiscounted cash flows from lessor income are not expected to be material. 25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Nine Months Ended September 30, Lease type 2023 2022 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,287 $ 1,203 Operating cash flows from finance leases 440 464 Operating cash flows from operating leases 72,407 63,578 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 3,021 594 ROU assets obtained in exchange for new operating lease liabilities 35,822 19,014 ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of September 30, 2023 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2023 (1) $ 639 $ 24,830 $ 25,469 2024 2,157 88,428 90,585 2025 2,191 56,178 58,369 2026 1,726 49,733 51,459 2027 1,501 47,550 49,051 2028 742 45,138 45,880 Thereafter 4,563 134,063 138,626 Total lease payments 13,519 445,920 459,439 Less amount representing interest ( 3,689 ) ( 107,312 ) ( 111,001 ) Present value of lease liabilities $ 9,830 $ 338,608 $ 348,438 _________________________________________________________ (1) Represents the period from October 1, 2023 to December 31, 2023. Additionally, we have $ 43.8 million in future undiscounted cash flows for operating leases that have not yet commenced. At September 30, 2023 we have no finance leases that have not yet commenced. These leases are expected to commence when the lessor has made the equipment or location available to us to operate or begin construction, respectively. Note 15— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. Additionally, we assumed certain liabilities associated with the Billings Acquisition. Please read Note 5—Acquisitions for further information. 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. Legal Proceedings and Related Matters We are also party to various other legal proceedings, claims, and regulatory, tax or government audits, inquiries, and investigations that arise in the ordinary course of business. For example, during the first quarter of 2022 we received a tax assessment in the amount of $ 1.4 million from the Washington Department of Revenue related to its audit of certain taxes allegedly payable on certain sales of raw vacuum gas oil that occurred between 2014 and 2016. We believe the Department of Revenue’s interpretation is in conflict with its prior guidance and we appealed in November 2022. By opinion dated September 22, 2021, the Hawaii Attorney General reversed a prior 1964 opinion exempting various business transactions conducted in the Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions are currently being audited for certain prior tax periods. Similarly, on September 30, 2021, we received notice of a complaint filed on May 17, 2021, on camera and under seal in the first circuit court of the state of Hawaii alleging that Par Hawaii Refining, LLC, Par Pacific Holdings, Inc. and certain unnamed defendants made false claims and statements in connection with various state tax returns related to our business conducted within the Hawaii foreign trade zone, and seeking 26 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 unspecified damages, penalties, interest and injunctive relief. We dispute the allegations in the complaint and intend to vigorously defend ourselves in such proceeding. We believe the likelihood of an unfavorable outcome in these matters to be neither probable nor reasonably estimable. 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. 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. Hawaii Consent Decree On July 18, 2016, PHR and subsidiaries of Tesoro entered into a consent decree with the EPA, the U.S. Department of Justice and other state governmental authorities concerning alleged violations of the federal Clean Air Act related to the ownership and operation of multiple facilities owned or formerly owned by Tesoro Corporation and its affiliates ("Consent Decree"), including our refinery in Kapolei, Hawaii, that we acquired from Tesoro in 2013. On September 29, 2023, we received a letter from EPA related to the alleged violation of certain nitrogen oxides (“NOx”) and sulfur dioxide (“SO 2 ”) emission controls and monitoring requirements pursuant to the Consent Decree. We are unable to predict the cost to resolve these alleged violations, but resolution will likely involve financial penalties or impose capital expenditure requirements that could be material. 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 September 30, 2023, we have accrued $ 14.4 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 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 that could be material. 27 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Washington Climate Commitment Act and Clean Fuel Standard In 2021, the Washington legislature passed the Climate Commitment Act (“Washington CCA”), which established a cap and invest program designed to significantly reduce greenhouse gas emissions. Rules implementing the Washington CCA by the Washington Department of Ecology set a cap on greenhouse gas emissions, provide mechanisms for the sale and tracking of tradable emissions allowances, and establish additional compliance and accountability measures. The Washington CCA became effective in January 2023 and the first auction for emissions allowances took place in February 2023. Additionally, a low carbon fuel standard (the “Clean Fuel Standard”) that limits carbon in transportation fuels and enables certain producers to buy or sell credits was also signed into law and became effective in 2023. We will be required to purchase compliance credits or allowances if we are unable to reduce emissions at our Tacoma refinery or reduce the amount of carbon in the transportation fuels we sell in Washington, which could have a material impact on our financial condition, results of operations, or cash flows. During the third quarter of 2023, we received and responded to a civil investigative demand for information related to our compliance with the Washington CCA. Regulation of Greenhouse Gases Under the Energy Independence and Security Act (the “EISA”), the Renewable Fuel Standard (the “RFS”) requires an increasing amount of renewable fuel to be blended into the nation’s transportation fuel supply. 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 or by purchasing renewable credits, referred to as RINs, to maintain compliance. For additional information, please read Item 1. — Business — Environmental Regulations on our Annual Report on Form 10-K for the year ended December 31, 2022. As of September 30, 2023, our estimate of the renewable volume obligation (“RVO”) liability for the 2022 compliance year is based on the RFS volumetric requirements which the EPA finalized on June 3, 2022. Our RVO liability for the 2023 compliance year is based on the RFS volumetric requirements that were finalized by the EPA on June 21, 2023. During the nine months ended September 30, 2023, we settled all of our 2020 and 2021 RVO liabilities, which resulted in a gain of $ 99.7 million associated with the difference between the carrying value of the RINs retired and the market value of the RVO settled. This gain is included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. 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. There will be compliance costs and uncertainties regarding how we will comply with the various requirements contained in the EISA, RFS, 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. 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 September 30, 2023, 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 28 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 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. Note 16— Stockholders’ Equity Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $ 50 million of the outstanding shares of the Company’s common stock, with no specified end date. On August 2, 2023, the Board approved expanding the Company’s share repurchase authorization from $ 50 million to $ 250 million. During the three and nine months ended September 30, 2023, 778 thousand and 889 thousand shares in total were repurchased under this share repurchase program for $ 27.3 million and $ 29.9 million, respectively. During the three and nine months ended September 30, 2022, 58 thousand and 420 thousand shares were repurchased under this share repurchase program for $ 0.8 million and $ 5.8 million, respectively. The repurchased shares were retired by the Company upon receipt. As of September 30, 2023, there was $ 213.6 million of authorization remaining under this share repurchase program. Incentive Plans The following table summarizes our compensation costs recognized in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) under the Amended and Restated Par Pacific Holdings, Inc. 2012 Long-term Incentive Plan and Stock Purchase Plan (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Restricted Stock Awards $ 2,049 $ 1,151 $ 6,100 $ 4,054 Restricted Stock Units 475 129 1,460 1,140 Stock Option Awards 350 333 1,287 2,093 During the three and nine months ended September 30, 2023, we granted 14 thousand and 420 thousand shares of restricted stock and restricted stock units with a fair value of approximately $ 0.4 million and $ 11.0 million, respectively. As of September 30, 2023, there were approximately $ 13.1 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 1.5 years. During the nine months ended September 30, 2023, we granted no stock option awards. As of September 30, 2023, there were approximately $ 2.4 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 1.5 years. During the nine months ended September 30, 2023, we granted 90 thousand performance restricted stock units to executive officers, but no grants were made for the three months ended September 30, 2023. These performance restricted stock units had a fair value of approximately $ 2.5 million and are subject to certain annual performance targets based on three-year -performance periods as defined by our Board of Directors. As of September 30, 2023, there were approximately $ 2.3 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 2.2 years. 29 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Note 17— Income (Loss) per Share The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 171,415 $ 267,396 $ 439,318 $ 279,470 Plus: Net income effect of convertible securities — — — — Numerator for diluted income per common share $ 171,415 $ 267,396 $ 439,318 $ 279,470 Basic weighted-average common stock shares outstanding 60,223 59,535 60,241 59,481 Plus: dilutive effects of common stock equivalents 1,181 296 903 229 Diluted weighted-average common stock shares outstanding 61,404 59,831 61,144 59,710 Basic income per common share $ 2.85 $ 4.49 $ 7.29 $ 4.70 Diluted income per common share $ 2.79 $ 4.47 $ 7.18 $ 4.68 Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 1 49 170 309 Shares of stock options — 2,135 36 2,314 Note 18— Income Taxes 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. 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 September 30, 2023 and December 31, 2022. 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 September 30, 2023 and December 31, 2022. As of December 31, 2022, we had approximately $ 1.2 billion in net operating loss carryforwards (“NOL carryforwards”); however, we currently have a valuation allowance against this and substantially all of our other deferred taxed assets. At each reporting date, we will consider evidence, both positive and negative, to determine realization of our deferred income tax assets, including NOL carryforwards. Valuation allowances for deferred income tax assets are recognized when it is more likely than not that some or all of the benefit from the deferred income tax assets will not be realized. We have begun to sustain a level of increased profitability. Should this continue, we will evaluate whether this new evidence will be sufficient to provide for realization of our deferred income tax assets, and if so, this new evidence may result in a reversal of our valuation allowance in the next twelve months. 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, retail, and logistics 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, retail, and logistics operations. 30 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Note 19— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. Commencing June 1, 2023, the results of operations of the Billings Acquisition are included in our refining and logistics segments. Summarized financial information concerning reportable segments consists of the following (in thousands): Three Months Ended September 30, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 2,524,155 $ 72,839 $ 158,512 $ ( 176,198 ) $ 2,579,308 Cost of revenues (excluding depreciation) 2,190,474 39,801 120,332 ( 176,222 ) 2,174,385 Operating expense (excluding depreciation) 116,949 6,135 22,099 — 145,183 Depreciation and amortization 24,278 7,708 2,766 559 35,311 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 23,694 23,694 Equity earnings from refining and logistics investments ( 2,393 ) ( 1,541 ) — — ( 3,934 ) Acquisition and integration costs — — — 4,669 4,669 Par West redevelopment and other costs — — — 3,127 3,127 Loss on sale of assets, net — — — — — Operating income (loss) $ 194,847 $ 20,736 $ 13,315 $ ( 32,025 ) $ 196,873 Interest expense and financing costs, net ( 20,815 ) Debt extinguishment and commitment costs — Other expense, net ( 43 ) Income before income taxes 176,015 Income tax expense ( 4,600 ) Net income $ 171,415 Capital expenditures $ 11,499 $ 2,788 $ 8,591 $ 111 $ 22,989 31 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Three Months Ended September 30, 2022 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 1,974,701 $ 54,635 $ 157,385 $ ( 130,436 ) $ 2,056,285 Cost of revenues (excluding depreciation) 1,629,019 28,482 115,574 ( 130,449 ) 1,642,626 Operating expense (excluding depreciation) 60,233 3,710 21,570 — 85,513 Depreciation and amortization 16,542 5,059 2,865 659 25,125 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 16,219 16,219 Par West redevelopment and other costs 2,816 — — — 2,816 Loss (gain) on sale of assets, net — ( 241 ) 56 — ( 185 ) Operating income (loss) 266,091 17,625 17,320 ( 16,865 ) 284,171 Interest expense and financing costs, net ( 16,852 ) Debt extinguishment and commitment costs 343 Other expense, net ( 198 ) Income before income taxes 267,464 Income tax expense ( 68 ) Net income $ 267,396 Capital expenditures $ 3,754 $ 2,967 $ 2,135 $ 182 $ 9,038 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 176.2 million and $ 130.4 million for the three months ended September 30, 2023 and 2022, respectively. Nine Months Ended September 30, 2023 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 5,848,108 $ 189,936 $ 442,480 $ ( 432,080 ) $ 6,048,444 Cost of revenues (excluding depreciation) 5,035,749 106,888 327,728 ( 432,154 ) 5,038,211 Operating expense (excluding depreciation) 252,802 13,178 64,166 — 330,146 Depreciation and amortization 59,827 17,801 8,577 1,682 87,887 General and administrative expense (excluding depreciation) — — — 66,148 66,148 Equity earnings from refining and logistics investments ( 2,393 ) ( 1,966 ) — — ( 4,359 ) Acquisition and integration costs — — — 17,213 17,213 Par West redevelopment and other costs — — — 8,490 8,490 Operating income (loss) $ 502,123 $ 54,035 $ 42,009 $ ( 93,459 ) $ 504,708 Interest expense and financing costs, net ( 51,974 ) Debt extinguishment and commitment costs ( 17,682 ) Other income, net 301 Equity earnings from Laramie Energy, LLC 10,706 Income before income taxes 446,059 Income tax expense ( 6,741 ) Net income $ 439,318 Capital expenditures $ 25,454 $ 10,793 $ 15,845 $ 1,626 $ 53,718 32 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 Nine Months Ended September 30, 2022 Refining Logistics Retail Corporate, Eliminations and Other (1) Total Revenues $ 5,318,379 $ 147,729 $ 424,505 $ ( 377,703 ) $ 5,512,910 Cost of revenues (excluding depreciation) 4,772,511 77,970 329,058 ( 377,739 ) 4,801,800 Operating expense (excluding depreciation) 174,769 11,280 60,345 — 246,394 Depreciation and amortization 48,854 15,357 8,156 2,121 74,488 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 47,550 47,550 Acquisition and integration costs — — — 63 63 Par West redevelopment and other costs 5,681 — — — 5,681 Loss (gain) on sale of assets, net — ( 253 ) 56 27 ( 170 ) Operating income (loss) $ 316,564 $ 43,375 $ 26,890 $ ( 49,725 ) $ 337,104 Interest expense and financing costs, net ( 51,400 ) Debt extinguishment and commitment costs ( 5,329 ) Other expense, net ( 149 ) Income before income taxes 280,226 Income tax expense ( 756 ) Net income $ 279,470 Capital expenditures $ 25,249 $ 6,877 $ 5,224 $ 708 $ 38,058 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 432.1 million and $ 377.7 million for the nine months ended September 30, 2023 and 2022, respectively. Note 20— Subsequent Events Wind-Down and Termination Agreement of Washington Refinery Intermediation Agreement On October 4, 2023, USOR and certain affiliates and subsidiaries (collectively, the “USOR Parties”) entered into a wind-down and termination agreement (the “Wind-Down Agreement”) with MLC, which provided for the wind down of the respective obligations of MLC and USOR. Under the Wind-Down Agreement, in exchange for cash collateral provided by USOR to MLC, the payment of certain fees by USOR to MLC, and the satisfaction of other conditions precedent specified in the Wind-Down Agreement, MLC released all of its liens and security interests in all collateral, and MLC and the USOR Parties terminated the First Lien ISDA Agreement, Collateral Agreement, and all other guarantee and collateral documents, other than certain surviving obligations and certain other obligations which specifically continue under the terms of the Wind-Down Agreement. Second Amendment to ABL Credit Facility On October 4, 2023, the ABL Credit Facility was amended by the Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement (the “Second Amendment to ABL Credit Facility”). The Second Amendment to ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 900.0 million, (ii) future incremental increases up to $ 400.0 million, (iii) the designation of USOR as a borrower under the ABL Credit Facility, (iv) the grant of a security interest in all or substantially all of the assets of each of USOR and certain affiliated entities’ to secure the obligations under the ABL Credit Facility, and (v) amendments to certain defined terms and provisions in the ABL Credit Facility agreement. Limited Consent to LC Facility On October 4, 2023, PHR, and Par Petroleum, LLC, obtained the written consent from the lenders party to the LC Facility to permit the Second Amendment to ABL Credit Facility and to amend certain defined terms or provisions in the ABL Credit Facility, pursuant to that certain Limited Consent to Uncommitted Credit Agreement dated as of October 3, 2023, among 33 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Interim Periods Ended September 30, 2023 and 2022 PHR, Par Petroleum, LLC, each of the lenders party thereto, LC Facility Agent, and U.S. Bank Trust Company, National Association, solely in its capacity as the collateral agent (the “Limited Consent”). 34