PAR PACIFIC HOLDINGS, INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report, is recorded, processed, summarized, and reported within the time periods specified by the SEC. In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2023, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of December 31, 2023. As previously disclosed, we completed the Billings Acquisition on June 1, 2023 and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations from the scope of design and operation of our disclosure controls, and procedures for the year ended December 31, 2023. Changes in Internal Control over Financial Reporting Other than those changes made in connection with the Billings Acquisition on June 1, 2023, there were no changes during the year ended December 31, 2023, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Billings Acquisition accounted for approximately 20% of total assets as of December 31, 2023 and approximately 19% of revenues of the Company for the year ended on December 31, 2023. We are currently in the process of integrating the Billings refinery operations, control processes and information systems into our systems and control environment and expect to include them in scope of design and operation of our internal control over financial reporting for the year ending December 31, 2024. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration. 60 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on such assessment, the Company's management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective based on those criteria. As previously disclosed, we completed the Billings Acquisition on June 1, 2023, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude the acquired business operations from the scope of design and operation of our disclosure controls, and procedures for the year ended December 31, 2023. Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, which is included herein. 61 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Par Pacific Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Par Pacific Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements. As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Billings Acquisition, which was acquired on June 1, 2023, and whose financial statements constitute 20 % and 19 % of total assets and revenue, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at the Billings Acquisition. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Houston, Texas February 29, 2024 62 Item 9B. OTHER INFORMATION Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements During the fiscal quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 105-1 trading arrangements as each term is defined in Item 408(a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2023. Item 11. EXECUTIVE COMPENSATION The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2023. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2023. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2023. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2023. 63 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements (Included under Item 8). The Index to the Consolidated Financial Statements is included on page F- 1 of this Annual Report on Form 10-K and is incorporated herein by reference. (2) Financial Statement Schedules Schedule I – Condensed Financial Information of Registrant 2.1 Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 16, 2012. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 2.2 Membership Interest Purchase Agreement dated as of June 17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC, and Hawaii Pacific Energy, LLC. Incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013. 2.3 Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014. 2.4 Amendment of Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014. 2.5 Second Amendment of Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholder’s Representative. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2015. 2.6 Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc., and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015. 2.7 Unit Purchase Agreement, dated as of June 13, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016. 2.8 First Amendment to Unit Purchase Agreement dated as of July 14, 2016, between Par Wyoming, LLC and Black Elk Refining, LLC. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016. 2.9 Purchase and Sale Agreement dated as of November 26, 2018, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and solely for certain purposes specified therein, the Company. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on November 30, 2018.# 2.10 Amendment No. 1 to Purchase and Sale Agreement dated as of January 11, 2019, among Par Petroleum, LLC, TrailStone NA Oil & Refining Holdings, LLC, and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on January 14, 2019. 2.11 Equity and Asset Purchase Agreement dated as of October 20, 2022, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC and Par Montana Holdings, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2022. 2.12 First Amendment to Equity and Asset Purchase Agreement dated as of June 1, 2023, by and among Exxon Mobil Corporation, ExxonMobil Oil Corporation and ExxonMobil Pipeline Company, LLC, as sellers, and Par Montana, LLC, Par Montana Holdings, LLC, and Par Rocky Mountain Midstream, LLC, as purchaser entities, and solely for the limited purposes set forth therein, Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023. 64 3.1 Restated Certificate of Incorporation of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 20, 2015. 3.2 Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on October 20, 2015. 4.1 Form of the Company’s Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2014. 4.2 Registration Rights Agreement effective as of August 31, 2012, by and among the Company, Zell Credit Opportunities Master Fund, L.P., Waterstone Capital Management, L.P., Pandora Select Partners, LP, Iam Mini-Fund 14 Limited, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, HFR RVA Combined Master Trust, Whitebox Concentrated Convertible Arbitrage Partners, LP, and Whitebox Asymmetric Partners, LP. Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 7, 2012. 4.3 First Amendment to Registration Rights Agreement dated as of December 19, 2018, by and among the Company and the holders party thereto. Incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-3 filed on December 21, 2018. 4.4 Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015. 4.5 Description of Registrant’s Securities. Incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. 10.1 Fourth Amended and Restated Limited Liability Company Agreement of Laramie Energy, LLC, dated as of October 18, 2018, by and among Par Piceance Energy Equity LLC and the other members party thereto. Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. 10.2 Par Pacific Holdings, Inc. Amended and Restated 2012 Long Term Incentive Plan. Incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 21, 2016.**** 10.3 Par Pacific Holdings, Inc. Second Amended and Restated 2012 Long Term Incentive Plan. Incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on May 18, 2018.**** 10.4 Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on May 18, 2018.**** 10.5 Form of Indemnification Agreement between the Company and its Directors and Executive Officers. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2012.**** 10.6 Employment Offer Letter with William Monteleone dated September 25, 2013. Incorporated by reference to Exhibit 10.43 to the Company’s Amendment No. 3 to Annual Report on Form 10-K/A filed on July 2, 2014.**** 10.7 Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 2, 2020.**** 10.8 Form of Award of Performance Restricted Stock Units. * 10.9 Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. 10.10 Par Petroleum (and subsidiaries) Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015.**** 10.11 Second Amended and Restated Supply and Offtake Agreement dated as of June 1, 2021, between Par Hawaii Refining, LLC and J. Aron & Company, LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021. 10.12 Amended and Restated Guaranty dated June 1, 2021 in favor of J. Aron & Company LLC by Par Petroleum, LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021. 10.13 Environmental Indemnity Agreement dated as of June 1, 2015, by Hawaii Independent Energy, LLC in favor of J. Aron & Company. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed June 2, 2015. 10.14 Employment Offer Letter with William C. Pate dated October 12, 2015. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 14, 2015.**** 65 10.15 Employment Offer Letter with Richard Creamer dated March 29, 2022. Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022. **** 10.16 Employment Offer Letter with Eric Wright dated January 17, 2017. Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022. **** 10.17 Employment Offer Letter with Shawn Flores dated December 13, 2022. Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. **** 10.18 Par Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2017.**** 10.19 Par Pacific Holdings, Inc. Severance Plan for Senior Officers. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2017. **** 10.20 Amendment #1 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of May 1, 2017.***** 10.21 Amendment #2 to the Par Pacific Holdings, Inc. Severance Plan for Senior Officers, dated as of May 23, 2022. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 25, 2022. **** 10.22 Asset Purchase Agreement dated as of January 9, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. # 10.23 First Amendment to Asset Purchase Agreement dated as of March 23, 2018 by and among CHS Inc., Par Hawaii, Inc., and Par Pacific Holdings, Inc. Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018. # 10.24 Topping Unit Purchase Agreement by and among IES Downstream, LLC, Eagle Island, LLC, Par Hawaii Refining, LLC, and Par Pacific Holdings, Inc., dated as of August 29, 2018. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018. # 10.25 Purchase Agreement and Escrow Instructions, dated as of February 11, 2021, by and among Par Hawaii, LLC, Par Pacific Hawaii Property Company, LLC, MDC Coast HI 1, LLC, and Fidelity National Title Insurance Company. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021. 10.26 Amended and Restated Master Land and Building Lease Agreement, dated as of March 12, 2021, by and among Par Hawaii, LLC, Par Petroleum, LLC and MDC Coast HI 1, LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on Form 8-K filed on May 7, 2021. 10.27 Second Amended and Restated Pledge and Security Agreement dated June 1, 2021 in favor of J. Aron & Company LLC by Par Hawaii Refining, LLC. Incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on February 25, 2022. 10.28 Amendment to Second Amended and Restated Supply and Offtake Agreement dated as of March 24, 2022, between Par Hawaii Refining, LLC and J. Aron & Company, LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022. 10.29 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of April 25, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 28, 2022 . 10.30 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of May 17, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2022. 10.31 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of September 13, 2022, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2022. 10.32 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of February 13, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K filed on February 27, 2023. 66 10.33 Term Loan Credit Agreement, dated as of February 28, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC and Par Petroleum Finance Corp., as the Borrowers, Wells Fargo Bank, National Association, as Administrative Agent and the lenders that are parties thereto, as the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023. 10.34 Asset-Based Revolving Credit Agreement, dated as of April 26, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2023. 10.35 First Amendment to Asset-Based Revolving Credit Agreement, dated as of May 30, 2023, by and among Par Pacific Holdings, Inc., as Holdings, Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC and Par Rocky Mountain Midstream, LLC, as Borrowers, Wells Fargo Bank, National Association, as Agent, Issuing Bank, and Swing Lender, the lenders party thereto, as the Lenders, and the other issuing banks party thereto, as Issuing Banks, and Wells Fargo Bank, National Association, Bank of America, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD and Fifth Third Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 1, 2023. 10.36 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of June 21, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2023. 10.37 Uncommitted Credit Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, as borrower, each of the lenders and letter of credit issuers listed on the signature pages thereof, MUFG Bank, Ltd., as administrative agent for the lenders, sub-collateral agent, as joint lead arranger and sole bookrunner, Macquarie Bank Limited, as joint lead arranger, and U.S. Bank Trust Company, National Association, solely in its capacity as collateral agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1 , 2023. 10.38 Parent Guaranty, dated as of July 26, 2023, made by Par Petroleum, LLC, as guarantor. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023. 10.39 Amendment to Second Amended and Restated Supply and Offtake Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining LLC, Par Petroleum, LLC, as guarantor, and J. Aron & Company LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 1, 2023. 10.40 Third Amended and Restated Pledge and Security Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, J. Aron & Company LLC, MUFG Bank, Ltd., and U.S. Bank Trust Company, National Association, as collateral agent. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 1, 2023. 10.41 Collateral Agency and Intermediation Rights Agreement, dated as of July 26, 2023, by and among Par Hawaii Refining, LLC, MUFG Bank, Ltd., J. Aron & Company LLC, and U.S. Bank Trust Company, National Association, as collateral agent. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 1, 2023. 10.42 Second Amendment to Asset-Based Revolving Credit Agreement and Joinder Agreement dated October 4, 2023, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC, Wyoming Pipeline Company LLC, Par Montana, LLC, Par Rocky Mountain Midstream, LLC, U.S. Oil & Refining Co., the Company, the other loan parties party thereto, Wells Fargo Bank, National Association, and the incremental lenders and lenders party thereto. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2023. 10.43 Limited Consent to Uncommitted Credit Agreement effective as of October 4, 2023, among Par Hawaii Refining, LLC, Par Petroleum, LLC, the lenders party thereto, MUFG Bank, Ltd., and U.S. Bank Trust Company, National Association, solely in its capacity as the collateral agent. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 10, 2023. 10.44 Employment Assignment Letter with Jeffrey R. Hollis dated December 15, 2022.* **** 14.1 Par Pacific Holdings, Inc. Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, effective December 3, 2015. Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed March 3, 2016. 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Deloitte & Touche LLP* 67 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.*** 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.*** 97.1 Par Pacific Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation, effective October 24, 2023.***** 101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema Documents.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* * Filed herewith. *** Furnished herewith. **** Management contract or compensatory plan or arrangement. # Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. 68 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023, 2022, and 2021 Page No. Report of Independent Registered Public Accounting Firm Auditor Name: Deloitte & Touch LLP ; Auditor Firm ID: 34 ; Auditor Location: Houston, Texas F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Income (Loss) F- 7 Consolidated Statements of Cash Flows F- 8 Consolidated Statements of Changes in Stockholders’ Equity F- 9 Notes to Consolidated Financial Statements F- 10 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Par Pacific Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Par Pacific Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024 expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquisitions – Billings Acquisition Valuation and Purchase Price Allocation – Refer to Note 5 to the financial statements Critical Audit Matter Description On June 1, 2023, the Company completed the acquisition of (i) the high-conversion, complex refinery located in Billings, Montana and certain associated distribution and logistics assets, (ii) a 65% limited partnership equity interest in Yellowstone Energy Limited Partnership, and (iii) a 40% equity interest in Yellowstone Pipeline Company (collectively, the “Billings Acquisition”) for a total purchase price of $625.4 million, including working capital. The Company accounted for the Billings Acquisition as a business combination. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of F-2 acquisition. Of the total purchase price, $259.1 million was allocated to property, plant and equipment. The valuation of property, plant, and equipment was determined based on the cost approach for refining process units, tanks, pipelines, and equipment and the market approach for land. We identified the valuation of property, plant and equipment related to the Billings Acquisition as a critical audit matter because of the significant estimates and assumptions made by management to determine the fair value of certain assets acquired and liabilities assumed. This required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists, when performing audit procedures to determine the fair value of acquired refining process units, tanks, pipelines, and equipment under the cost approach, including estimating cost to acquire or construct comparable assets adjusted for the remaining useful lives, and land under the market approach. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of assets acquired and liabilities assumed for the Billings Acquisition included the following, among others: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the assumptions used in the cost approach for refining process units, tanks, pipelines and equipment, including estimating the cost to acquire or construct comparable assets adjusted for remaining useful lives, the assumptions used in the market approach for land and their review of the work of third-party specialists. • With the assistance of our fair value specialists ◦ We evaluated the appropriateness of selected valuation methodologies; ◦ We evaluated the cost to acquire or construct comparable assets for the cost approach for refining process units, tanks, pipelines, and equipment, including comparing such estimates to source information; and ◦ We tested the underlying source information used for the market approach for land. • We considered any events or transactions occurring after the Billings Acquisition date that may indicate a different valuation for the assets acquired and liabilities assumed. Summary of Significant Accounting Policies – Management Projections Used in Goodwill and Deferred Taxes Valuation Allowance Analyses – Refer to Notes 2, 11 and 22 to the financial statements Critical Audit Matter Description Management of the Company prepares and uses projected operational results (“Management’s Projections”) for various accounting analysis and considerations, including the annual goodwill impairment test of certain reporting units and the determination of any valuation allowance against deferred tax assets. The development of Management’s Projections involves management making significant judgments and assumptions in estimating future cash flows, including assumptions related to future gross margins, operating expenses and levels of sustaining capital expenditures. Given that the development of Management’s Projections require management to make significant estimates related to assumptions, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to Management’s Projections included the following, among others: • We evaluated the effectiveness of controls over the determination of Management’s Projections, including management’s controls over the determination of the underlying projections of future gross margins, operating expenses, and levels of sustaining capital expenditures. F-3 • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of Management’s Projections by ◦ Comparing the projections to historical financial results; ◦ Comparing the projections to internal communications between management and the Board of Directors; and ◦ Comparing trends in the projections to analyst and Industry reports for the Company and certain of its peer companies • We evaluated the impact of changes in Management’s Projections from the projection date to December 31, 2023. /s/ Deloitte & Touche LLP Houston, Texas February 29, 2024 We have served as the Company’s auditor since 2013. F-4 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 279,107 $ 490,925 Restricted cash 339 4,001 Total cash, cash equivalents, and restricted cash 279,446 494,926 Trade accounts receivable, net of allowances of $ 0.2 million and $ 0.3 million at December 31, 2023 and December 31, 2022, respectively 367,249 252,885 Inventories 1,160,395 1,041,983 Prepaid and other current assets 182,405 92,043 Total current assets 1,989,495 1,881,837 Property, plant, and equipment Property, plant, and equipment 1,577,801 1,224,567 Less accumulated depreciation and amortization ( 478,413 ) ( 388,733 ) Property, plant, and equipment, net 1,099,388 835,834 Long-term assets Operating lease right-of-use (“ROU”) assets 346,454 350,761 Refining and logistics equity investments 87,486 — Investment in Laramie Energy, LLC 14,279 — Intangible assets, net 10,918 13,577 Goodwill 129,275 129,325 Other long-term assets 186,655 69,313 Total assets $ 3,863,950 $ 3,280,647 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ 4,255 $ 10,956 Obligations under inventory financing agreements 594,362 893,065 Accounts payable 391,325 151,395 Accrued taxes 40,064 32,099 Operating lease liabilities 72,833 66,081 Other accrued liabilities 421,762 640,494 Total current liabilities 1,524,601 1,794,090 Long-term liabilities Long-term debt, net of current maturities 646,603 494,576 Finance lease liabilities 12,438 6,311 Operating lease liabilities 282,517 292,701 Other liabilities 62,367 48,432 Total liabilities 2,528,526 2,636,110 Commitments and Contingencies (Note 18) Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022, 59,755,844 shares and 60,470,837 shares issued at December 31, 2023 and December 31, 2022, respectively 597 604 Additional paid-in capital 860,797 836,491 Accumulated earnings (deficit) 465,856 ( 200,687 ) Accumulated other comprehensive income 8,174 8,129 Total stockholders’ equity 1,335,424 644,537 Total liabilities and stockholders’ equity $ 3,863,950 $ 3,280,647 See accompanying notes to consolidated financial statements. F-5 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenues $ 8,231,955 $ 7,321,785 $ 4,710,089 Operating expenses Cost of revenues (excluding depreciation) 6,838,109 6,376,014 4,338,474 Operating expense (excluding depreciation) 485,587 333,206 290,078 Depreciation and amortization 119,830 99,769 94,241 Impairment expense — — 1,838 General and administrative expense (excluding depreciation) 91,447 62,396 48,096 Equity earnings from refining and logistics investments ( 11,844 ) — — Acquisition and integration costs 17,482 3,663 87 Par West redevelopment and other costs 11,397 9,003 9,591 Gain on sale of assets, net ( 59 ) ( 169 ) ( 64,697 ) Total operating expenses 7,551,949 6,883,882 4,717,708 Operating income (loss) 680,006 437,903 ( 7,619 ) Other income (expense) Interest expense and financing costs, net ( 72,450 ) ( 68,288 ) ( 66,493 ) Debt extinguishment and commitment costs ( 19,182 ) ( 5,329 ) ( 8,144 ) Gain on curtailment of pension obligation — — 2,032 Other income (expense), net ( 53 ) 613 ( 52 ) Equity earnings from Laramie Energy, LLC 24,985 — — Total other expense, net ( 66,700 ) ( 73,004 ) ( 72,657 ) Income (loss) before income taxes 613,306 364,899 ( 80,276 ) Income tax benefit (expense) 115,336 ( 710 ) ( 1,021 ) Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) Income (loss) per share Basic $ 12.14 $ 6.12 $ ( 1.40 ) Diluted $ 11.94 $ 6.08 $ ( 1.40 ) Weighted-average number of shares outstanding Basic 60,035 59,544 58,268 Diluted 61,014 59,883 58,268 See accompanying notes to consolidated financial statements. F-6 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) Other comprehensive income: Other post-retirement benefits income, net of tax 45 5,627 6,244 Total other comprehensive income, net of tax 45 5,627 6,244 Comprehensive income (loss) $ 728,687 $ 369,816 $ ( 75,053 ) See accompanying notes to consolidated financial statements. F-7 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation and amortization 119,830 99,769 94,241 Impairment expense — — 1,838 Debt extinguishment and commitment costs 19,182 5,329 8,144 Non-cash interest expense 4,645 4,218 5,663 Non-cash lower of cost and net realizable value adjustment — ( 463 ) ( 10,132 ) Deferred taxes ( 126,267 ) 274 ( 260 ) Gain on sale of assets, net ( 59 ) ( 169 ) ( 64,697 ) Stock-based compensation 11,633 9,353 8,165 Unrealized (gain) loss on derivative contracts ( 49,689 ) 9,336 ( 1,393 ) Equity earnings from Laramie Energy, LLC ( 24,985 ) — — Equity earnings from refining and logistics investments ( 11,844 ) — — Dividends received from refining and logistics investments 4,328 — — Net changes in operating assets and liabilities: Trade accounts receivable ( 112,421 ) ( 57,391 ) ( 83,955 ) Prepaid and other assets ( 82,027 ) ( 35,356 ) ( 6,321 ) Inventories 180,235 ( 254,437 ) ( 350,652 ) Deferred turnaround expenditures ( 5,851 ) ( 29,608 ) ( 9,451 ) Obligations under inventory financing agreements ( 91,624 ) 74,680 252,920 Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 15,428 262,882 209,565 Net cash provided by (used in) operating activities 579,156 452,606 ( 27,622 ) Cash flows from investing activities: Acquisitions of businesses, net of cash acquired ( 595,420 ) ( 35,546 ) — Capital expenditures ( 82,277 ) ( 53,025 ) ( 29,533 ) Proceeds from sale of assets 1,322 1,263 104,161 Return of capital from Laramie Energy, LLC 10,706 — — Return of capital from refining and logistics investments 6,630 — — Net cash provided by (used in) investing activities ( 659,039 ) ( 87,308 ) 74,628 Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs — — 87,193 Proceeds from borrowings 1,462,850 384,874 186,773 Repayments of borrowings ( 1,317,709 ) ( 446,863 ) ( 329,315 ) Net borrowings (repayments) on deferred payment arrangements and receivable advances ( 95,985 ) 80,681 61,098 Payment of deferred loan costs ( 14,371 ) — — Purchase of common stock for retirement ( 67,821 ) ( 7,834 ) ( 2,145 ) Exercise of stock options 17,129 6,444 58 Payments for termination of inventory financing agreements ( 112,594 ) — — Payments for debt extinguishment and commitment costs and termination of inventory financing agreements ( 8,742 ) ( 3,483 ) ( 5,618 ) Other financing activities, net 1,646 ( 412 ) 862 Net cash provided by (used in) financing activities ( 135,597 ) 13,407 ( 1,094 ) Net increase (decrease) in cash, cash equivalents, and restricted cash ( 215,480 ) 378,705 45,912 Cash, cash equivalents, and restricted cash at beginning of period 494,926 116,221 70,309 Cash, cash equivalents, and restricted cash at end of period $ 279,446 $ 494,926 $ 116,221 Supplemental cash flow information: Net cash received (paid) for: Interest $ ( 77,417 ) $ ( 63,323 ) $ ( 65,221 ) Taxes ( 6,099 ) ( 51 ) ( 795 ) Non-cash investing and financing activities: Accrued capital expenditures $ 13,241 $ 5,418 $ 8,177 ROU assets obtained in exchange for new finance lease liabilities 7,896 594 1,936 ROU assets obtained in exchange for new operating lease liabilities 72,219 64,567 97,011 ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 6,847 See accompanying notes to consolidated financial statements. F-8 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Total Shares Amount Capital Deficit Income Equity Balance, January 1, 2021 54,003 $ 540 $ 726,504 $ ( 477,028 ) $ ( 3,742 ) $ 246,274 Common stock offering, net of issuance costs 5,750 58 87,135 — — 87,193 Issuance of common stock for employee stock purchase plan 85 1 1,420 — — 1,421 Stock-based compensation 443 4 7,948 — — 7,952 Purchase of common stock for retirement ( 123 ) ( 1 ) ( 1,352 ) ( 792 ) — ( 2,145 ) Exercise of stock options 4 — 58 — — 58 Other comprehensive income — — — — 6,244 6,244 Net loss — — — ( 81,297 ) — ( 81,297 ) Balance, December 31, 2021 60,162 602 821,713 ( 559,117 ) 2,502 265,700 Issuance of common stock for employee stock purchase plan 67 — 1,244 — — 1,244 Stock-based compensation 417 3 9,163 — — 9,166 Purchase of common stock for retirement ( 524 ) ( 5 ) ( 2,069 ) ( 5,759 ) — ( 7,833 ) Exercise of stock options 349 4 6,440 — — 6,444 Other comprehensive income — — — — 5,627 5,627 Net income — — — 364,189 — 364,189 Balance, December 31, 2022 60,471 604 836,491 ( 200,687 ) 8,129 644,537 Issuance of common stock for employee stock purchase plan 61 — 1,937 — — 1,937 Stock-based compensation 464 6 11,336 — — 11,342 Purchase of common stock for retirement ( 1,946 ) ( 19 ) ( 6,090 ) ( 62,099 ) — ( 68,208 ) Exercise of stock options 706 6 17,123 — — 17,129 Other comprehensive income — — — — 45 45 Net income — — — 728,642 — 728,642 Balance, December 31, 2023 59,756 $ 597 $ 860,797 $ 465,856 $ 8,174 $ 1,335,424 See accompanying notes to consolidated financial statements. F-9 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 1— Overview Par Pacific Holdings, Inc. and its wholly owned subsidiaries (“Par” or the “Company”) provide both renewable and conventional fuels to the western United States. Currently, we operate in three primary business segments: 1) Refining - We own and operate four refineries. Our refineries in Kapolei, Hawaii, Newcastle, Wyoming, Tacoma, Washington, and Billings, Montana, convert crude oil into gasoline, distillate, asphalt and other products to serve the state of Hawaii and areas ranging from Washington state to the Dakotas and Wyoming. 2) Retail - We operate fuel retail outlets in Hawaii, Washington, and Idaho. We operate convenience stores and fuel retail sites under our “Hele” and “nomnom” brands, “76” branded fuel retail sites and other sites operated by third parties that sell gasoline, diesel, and retail merchandise such as soft drinks, prepared foods, and other sundries. We also operate unattended cardlock stations. 3) Logistics - We operate an extensive multi-modal logistics network spanning the Pacific, the Northwest, and the Rocky Mountain regions. This network includes a single point mooring (“SPM”) in Hawaii, a unit train-capable rail loading terminal in Washington, and other terminals, pipelines, trucking operations, marine vessels, storage facilities, loading and truck racks, and rail facilities for the movement of petroleum, refined products, and ethanol in and among the Hawaiian islands, between the U.S. West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming. As of December 31, 2023, we owned a 46 % 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 of December 31, 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. Note 2— Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Par Pacific Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts previously reported in our consolidated financial statements for prior periods have been reclassified to conform to the current presentation, including Par West redevelopment and other costs, previously included in Operating expenses (excluding depreciation) in the Consolidated Statements of Operations and now reflected as a separate financial statement line item, and the presentation of deferred tax assets and liabilities associated with right-of-use liabilities (“ROU liabilities”) and right-of-use assets (“ROU assets”), respectively, previously presented on a net basis are now presented on a gross basis in Note 22—Income Taxes. Use of Estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. Actual amounts could differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less. The carrying value of cash equivalents approximates fair value because of the short-term nature of these investments. F-10 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support letter of credit facilities and certain ongoing bankruptcy recovery trust claims. Allowance for Credit Losses We are exposed to credit losses primarily through our sales of refined products. Credit limits and/or prepayment requirements are set based on such factors as the customer’s financial results, credit rating, payment history, and industry and are reviewed annually for customers with material credit limits. Credit allowances are reviewed at least quarterly based on changes in the customer’s creditworthiness due to economic conditions, liquidity, and business strategy as publicly reported and through discussions between the customer and the Company. We establish provisions for losses on trade receivables based on the estimated credit loss we expect to incur over the life of the receivable. We did not have a material change in our allowances on trade receivables during the years ended December 31, 2023, 2022, or 2021. Inventories Commodity inventories, excluding commodity inventories at the Washington refinery, are stated at the lower of cost and net realizable value (“NRV”) using the first-in, first-out (“FIFO”) inventory accounting method. Commodity inventories at the Washington refinery are stated at the lower of cost and NRV using the last-in, first-out (“LIFO”) inventory accounting method. We value merchandise along with spare parts, materials, and supplies at average cost. All of the crude oil utilized at the Hawaii refinery is financed by J. Aron & Company LLC (“J. Aron”) under the Supply and Offtake Agreement as described in Note 12—Inventory Financing Agreements. The crude oil remains in the legal title of J. Aron and is stored in our storage tanks governed by a storage agreement. Legal title to the crude oil passes to us at the tank outlet. After processing, J. Aron takes title to the refined products stored in our storage tanks until they are sold to our retail locations or to third parties. We record the inventory owned by J. Aron on our behalf as inventory with a corresponding obligation on our balance sheet because we maintain the risk of loss until the refined products are sold to third parties and we are obligated to repurchase the inventory. Additionally, certain of the crude oil utilized at the Hawaii refinery is also financed by the LC Facility as described in Note 12—Inventory Financing Agreements. We also finance certain inventories at our other refineries through our ABL Credit Facility; please read Note 14—Debt for further information. We were party to an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. (“MLC”) as described in Note 12—Inventory Financing Agreements. Under this arrangement, U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”) purchased crude oil supplied from third-party suppliers and MLC provided credit support for certain crude oil purchases. MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of these inventories, exclusively to MLC. On October 4, 2023, we terminated the Washington Refinery Intermediation Agreement; please read Note 12—Inventory Financing Agreements for further information. We enter into refined product and crude oil exchange agreements with other oil companies. Exchange receivables or payables are stated at cost and are presented within Trade accounts receivable and Accounts payable on our consolidated balance sheets. Environmental Credits and Obligations Inventories also include Renewable Identification Numbers (“RINs”) and other environmental credits. Our environmental credit assets, which include RINs and other environmental credits are purchased through the open market, State of Washington auctions, or obtained by purchasing biofuels. These biofuels are later blended into our refined fuels and other credits generated as part of our refining process which are presented as Inventories on our consolidated balance sheets and stated at the lower of cost and NRV as of the end of the reporting period. Our renewable volume obligation and other environmental credit obligations to comply with the U.S. Environmental Protection Agency (“EPA”) regulations (as discussed in Note 18—Commitments and Contingencies) are presented in Other accrued liabilities on our consolidated balance sheets and were historically measured at fair value as of the end of the reporting period. F-11 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations due to the settlement of all outstanding prior period environmental credit obligations (obligations associated with pre-2023 activities) and our prospective plan to use our RIN assets to settle future environmental obligations. Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period. Under the previous valuation technique, our liability would have been $ 295.9 million as of December 31, 2023, and net income would have been lower with $ 9.0 million for the year ended December 31, 2023. Please read Note 16—Fair Value Measurements for further information. The net cost of environmental credits is recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. Investment in Laramie Energy, LLC Effective February 21, 2023, we accounted for our Investment in Laramie Energy, LLC using the equity method as we have the ability to exert significant influence, but do not control its operating and financial policies. Our proportionate share of the net income (loss) of this entity was included in Equity earnings from Laramie Energy, LLC in the consolidated statements of operations. Prior to February 21, 2023, we did not apply the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero. The investment is reviewed for impairment when events or changes in circumstances indicate that there may have been an other-than-temporary decline in the value of the investment. Please read Note 4—Investment in Laramie Energy for further information. Property, Plant, and Equipment We capitalize the cost of additions, major improvements, and modifications to property, plant, and equipment. The cost of repairs and normal maintenance of property, plant, and equipment is expensed as incurred. Major improvements and modifications of property, plant, and equipment are those expenditures that either extend the useful life, increase the capacity, or improve the operating efficiency of the asset or the safety of our operations. We compute depreciation of property, plant, and equipment using the straight-line method, based on the estimated useful life of each asset as follows: Assets Lives in Years Refining 2 to 47 Logistics 3 to 30 Retail 3 to 40 Corporate 3 to 7 Software 3 to 5 From time to time, we enter into lease arrangements where we are the lessor in order to utilize a portion of our fixed assets not currently used in our primary operations. All of these lessor leases are classified as operating leases, whereby we do not derecognize the underlying asset, and the income from our customers is recognized as revenue on a straight-line basis over the lease term. Please read Note 17—Leases for further disclosures and information on leases. Impairment of Long-Lived Assets We review property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value. If this occurs, an impairment loss is recognized for the difference between the fair value and carrying value. Factors that indicate potential impairment include a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, and a significant change in the asset’s physical condition or use. Simultaneously with our review of our property, plant, and equipment, operating leases, deferred turnaround costs, and other long-lived assets for impairment, we evaluate whether an abandonment has occurred. Abandonment occurs either when a business terminates its operations or an asset is no longer profitable to operate. When the act of abandonment occurs, we write off the asset balance and any associated accumulated depreciation and record an impairment loss as needed. F-12 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and ROU assets are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated through the use of implicit rates is not significant. Certain leases include provisions for variable payments based upon percentage of sales and/or other operating metrics; escalation provisions to adjust rental payments to reflect changes in price indices and fair market rents; and provisions for the renewal, termination, and/or purchase of the leased asset. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for finance leases is recognized as amortization expense on a straight-line basis and interest expense on an effective rate basis over the lease term. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and nonlease components of a contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance lease ROU assets are presented within Property, plant, and equipment and operating lease ROU assets within Operating lease right-of-use assets on our consolidated balance sheets. Please read Note 17—Leases for further disclosures and information on leases. Asset Retirement Obligations We record asset retirement obligations (“AROs”) at fair value in the period in which we have a legal obligation, whether by government action or contractual arrangement, to incur these costs and can make a reasonable estimate of the fair value of the liability. Our AROs arise from our refining, logistics, and retail operations. AROs are calculated based on the present value of the estimated removal and other closure costs using our credit-adjusted risk-free rate. When the liability is initially recorded, we capitalize the cost by increasing the book value of the related long-lived tangible asset. The liability is accreted to its estimated settlement value with accretion expense recognized in Depreciation and amortization (“D&A”) on our consolidated statements of operations and the related capitalized cost is depreciated over the asset’s useful life. The difference between the settlement amount and the recorded liability is recorded as a gain or loss on asset disposals in our consolidated statements of operations. We estimate settlement dates by considering our past practice, industry practice, contractual terms, management’s intent, and estimated economic lives. We cannot currently estimate the fair value for certain AROs primarily because we cannot estimate settlement dates (or ranges of dates) associated with these assets. These AROs include hazardous materials disposal (such as petroleum manufacturing by-products, chemical catalysts, and sealed insulation material containing asbestos) and removal or dismantlement requirements associated with the closure of our refining facilities, terminal facilities, or pipelines, including the demolition or removal of certain major processing units, buildings, tanks, pipelines, or other equipment. Deferred Turnaround Costs Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, are deferred and amortized on a straight-line basis over the period of time estimated until the next planned turnaround (generally three to five years ). During 2023, 2022, and 2021, we recognized deferred turnaround costs of approximately $ 5.9 million, $ 29.6 million, and $ 9.5 million, respectively. Deferred turnaround costs are presented within Other long-term assets on our consolidated balance sheets. Goodwill and Other Intangible Assets Goodwill represents the amount the purchase price exceeds the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on October 1. We assess the recoverability of the carrying value of goodwill during the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of the goodwill of a reporting unit may not be fully recoverable. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required. Under the quantitative test, we compare the carrying value of the net assets of the reporting unit to the estimated fair value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss is recorded. Our intangible assets include relationships with customers, trade names, and trademarks. These intangible assets are amortized over their estimated useful lives on a straight-line basis. We evaluate the carrying value of our intangible assets when impairment indicators are present. When we believe impairment indicators may exist, projections of the undiscounted future F-13 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 cash flows associated with the use of and eventual disposition of the intangible assets are prepared. If the projections indicate that their carrying values are not recoverable, we reduce the carrying values to their estimated fair values. Environmental Matters We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Usually, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value and are presented within Other liabilities on our consolidated balance sheets. Environmental expenses are recorded in Operating expense (excluding depreciation) on our consolidated statements of operations. Derivatives and Other Financial instruments We are exposed to commodity price risk related to crude oil, refined products, and environmental credits. We manage this exposure through the use of various derivative commodity instruments. These instruments include exchange traded futures and over-the-counter (“OTC”) swaps, forwards, and options. For our forward contracts that are derivatives, we have elected the normal purchase normal sale exclusion, as it is our policy to fulfill or accept the physical delivery of the product and we will not net settle. Therefore, we did not recognize the unrealized gains or losses related to these contracts in our consolidated financial statements. All derivative instruments not designated as normal purchases or sales are recorded in the balance sheet as either assets or liabilities measured at their fair values. Changes in the fair value of these derivative instruments are recognized currently in earnings. We have not designated any derivative instruments as cash flow or fair value hedges and, therefore, do not apply hedge accounting treatment. In addition, we may have other financial instruments, such as warrants or embedded debt features, that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in our control, or (c) the instruments contain other provisions that cause us to conclude that they are not indexed to our equity. Our embedded derivatives include our obligations to repurchase crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement. These liabilities were initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. Please read Note 15—Derivatives and Note 16—Fair Value Measurements for information regarding our derivatives and other financial instruments. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We do not have any unrecognized tax benefits as of December 31, 2023. As a general rule, our open years for Internal Revenue Service (“IRS”) examination purposes are 2020, 2021, and 2022. However, since we have NOL carryforwards, the IRS has the ability to make adjustments to items that originate in a year otherwise barred by the statute of limitations in order to re-determine tax for an open year to which those items are carried. Therefore, in a year in which a NOL deduction is claimed, the IRS may examine the year in which the NOL was generated and adjust it accordingly for purposes of assessing additional tax in the year the NOL deduction was claimed. Any penalties or interest as a result of an examination will be recorded in the period assessed. F-14 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Stock-Based Compensation We recognize the cost of share-based payments on a straight-line basis over the period the employee provides service, generally the vesting period, and include such costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) in the consolidated statements of operations. We account for forfeitures as they occur. The grant date fair value of restricted stock awards is equal to the market price of our common stock on the date of grant. The fair value of stock options is estimated using the Black-Scholes option-pricing model as of the date of grant. The fair value of the discount offered on the employee stock purchase plan is equal to 15 % of the market price of our common stock on the purchase date. Revenue Recognition Refining and Retail Our refining and retail segment revenues are primarily associated with the sale of refined products. We recognize revenues upon physical delivery of refined products to a customer, which is the point in time at which control of the refined products is transferred to the customer. The pricing of our refined products is variable and primarily driven by commodity prices. The refining segment’s contracts with its customers state the terms of the sale, including the description, quantity, delivery terms, and price of each product sold. Payments from refining and bulk retail customers are generally due in full within 2 to 30 days of product delivery or invoice date. Payments from our other retail customers occur at the point of sale and are typically collected in cash or occur by credit or debit card. As such, we have no significant financing element to our revenues and have immaterial product returns and refunds. We account for certain transactions on a net basis under Financial Accounting Standards Board (“FASB”) ASC Topic 845, “Nonmonetary Transactions.” These transactions include nonmonetary crude oil and refined product exchange transactions, certain crude oil buy/sell arrangements, and sale and purchase transactions entered into with the same counterparty that are deemed to be in contemplation with one another. We made an accounting policy election to apply the sales tax practical expedient, whereby all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within Cost of revenues (excluding depreciation). Logistics We recognize transportation and storage fees as services are provided to a customer. Substantially all of our logistics revenues represent intercompany transactions that are eliminated in consolidation. Cost Classifications Cost of revenues (excluding depreciation) includes the hydrocarbon-related costs of inventory sold, transportation costs of delivering product to customers, crude oil consumed in the refining process, costs to satisfy our environmental credit obligations, and certain hydrocarbon fees and taxes. Cost of revenues (excluding depreciation) also includes the unrealized gains 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 consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenues $ 24,980 $ 20,437 $ 21,903 Operating expense 66,886 51,901 52,338 General and administrative expense 2,142 2,661 2,972 F-15 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Benefit Plans We recognize an asset for the overfunded status or a liability for the underfunded status of our defined benefit pension plans. The funded status is recorded within Other liabilities on our consolidated balance sheets. Certain changes in the plans’ funded status are recognized in Other comprehensive income (loss) in the period the change occurs. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are categorized with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority given to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 – Assets or liabilities for which the item is valued based on quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Assets or liabilities valued based on observable market data for similar instruments. Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed and considers risk premiums that a market participant would require. The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Our policy is to recognize transfers in and/or out of fair value hierarchy levels as of the end of the reporting period for which the event or change in circumstances caused the transfer. We have consistently applied these valuation techniques for the periods presented. The fair value of the J. Aron repurchase obligation derivatives are measured using estimates of the prices and differentials assuming settlement at the end of the reporting period. Income (Loss) Per Share Basic income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of shares issuable under the warrants. The common stock warrants were included in the calculation of basic EPS because they were issuable for minimal consideration. Basic and diluted EPS are computed taking into account the effect of participating securities. Participating securities include restricted stock that has been issued but has not yet vested. Please read Note 21—Income (Loss) Per Share for further information. Foreign Currency Transactions We may, on occasion, enter into transactions denominated in currencies other than the U.S. dollar, which is our functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in Other income (expense), net, in the accompanying consolidated statement of operations in the period in which the currency exchange rates change. For the years ended December 31, 2023, 2022, or 2021, gains and losses resulting from changes in currency translations were immaterial. Accounting Principles Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”). The amendments in ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Public entities are required to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in each reported measure of segment profit or loss. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2024. This ASU therefore does not impact our 2023 Form 10-K. Par will assess the impact of this ASU on our 2024 Form 10-K annual segment disclosures as part of our fiscal year 2024 procedures. On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure (Topic 740). This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about F-16 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. Additionally, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The guidance in ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. This ASU therefore does not impact our 2023 Form 10-K. Par will assess the impact of this ASU on our 2025 Form 10-K annual segment disclosures as part of our fiscal year 2025 procedures. Accounting Principles Adopted On January 1, 2022, we adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) . This ASU changes accounting for recording contract assets and liabilities acquired in a business combination to improve comparability and consistency. During the Billings Acquisition in June 2023, no contract assets or liabilities were acquired, thus our adoption of ASU 2021-08 will not impact on our financial condition, results of operations, and cash flows. On January 1, 2022, we adopted ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). This ASU defines supplier finance programs and establishes new disclosure requirements for such programs. For programs meeting that definition, this ASU requires annual disclosures of key terms, obligations, and certain information related to these programs. Interim disclosure of the amount of outstanding obligations is also required. Par’s inventory financing agreements do not meet all the necessary criteria within scope of this ASU, therefore our adoption of ASU 2022-04 will not have a material impact on our financial condition, results of operations, and cash flows. 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 consolidated statements of operations due to the significance of YELP’s cogeneration facilities to our Montana operations. Our proportionate share of YELP’s net income (loss) is recorded on a one-month lag. The change in our equity investment in YELP is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 58,019 Equity earnings from YELP 8,059 Depreciation of basis difference ( 696 ) Dividends received ( 5,558 ) Ending balance $ 59,824 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 consolidated statements of operations due to the significance of YPLC’s distribution services to our Montana operations. F-17 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 The change in our equity investment in YPLC is as follows (in thousands): For the period from June 1 through December 31, 2023 Beginning balance $ — Acquisition of investment 28,581 Equity earnings from YPLC 4,392 Accretion of basis difference 89 Dividends received ( 5,400 ) Ending balance $ 27,662 Note 4— Investment in Laramie Energy As of December 31, 2023, we owned a 46 % ownership interest in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. The balance of our investment in Laramie Energy was $ 14.3 million as of December 31, 2023. As of December 31, 2022, the book value of our investment was zero . 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 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 existing 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 December 31, 2023 and 2022, the term loan had an outstanding balance of $ 160.0 million and $ 77.4 million, respectively. 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 Return of capital from Laramie Energy, LLC on our consolidated statements of cash flows. We recorded the cash received as Equity earnings from Laramie Energy, LLC on our 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 Laramie’s entry into the new term loan agreement noted above, we resumed the application of equity method accounting with respect to our investment in Laramie Energy. At December 31, 2023, our equity in the underlying net assets of Laramie Energy exceeded the carrying value of our investment by approximately $ 71.7 million. The change in our equity investment in Laramie Energy is as follows (in thousands): Year Ended December 31, 2023 Beginning balance $ — Equity earnings (losses) from Laramie Energy 19,471 Accretion of basis difference 5,514 Distribution received ( 10,706 ) Ending balance $ 14,279 F-18 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 14—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 December 31, 2023 relate to property, plant, and equipment and the environmental liabilities. During the year ended December 31, 2023, immaterial purchase price allocation adjustments were recorded related to 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 consolidated financial statements, which could be material. We incurred $ 10.4 million and $ 3.4 million of acquisition costs related to the Billings Acquisition for the year ended December 31, 2023 and 2022, respectively. These costs are included in Acquisition and integration costs on our 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. F-19 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 year ended December 31, 2023, our results of operations included revenues of $ 1.5 billion , and net income of $ 57.9 million , 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): Year Ended December 31, 2023 2022 Revenues $ 9,172,821 $ 10,033,522 Net income 847,740 419,441 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 year ended December 31, 2023 to the year ended December 31, 2022, (iii) elimination of historical transactions between Par and the Montana assets, and (iv) incremental income tax expense at Par’s effective income tax rate, adjusted for non-recurring items, on the pre-tax pro forma results. Northwest Retail Expansion On December 2, 2022, we purchased three retail stores in Washington, for total consideration of $ 5.5 million (the “Northwest Retail Expansion”). We accounted for the Northwest Retail Expansion 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. Of the total purchase price of $ 5.5 million, $ 2.0 million was allocated to property, plant, and equipment, $ 0.8 million was allocated to lease valuation, and $ 0.5 million was allocated to inventory. We recognized $ 2.1 million in goodwill attributable to opportunities expected to arise from expanding our operations. During the year ended December 31, 2023, $ 50 thousand of the 2022 purchase payment was refunded to us; the refund was accounted for as a reduction of goodwill. We incurred $ 0.3 million of acquisition costs related to the Northwest Retail Expansion for the year ended December 31, 2022. These costs are included in Acquisition and integration costs on our consolidated statement of operations. Note 6— Revenue Recognition As of December 31, 2023 and 2022, receivables from contracts with customers were $ 311.1 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 $ 15.2 million and $ 11.5 million as of December 31, 2023 and 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): Year Ended December 31, 2023 Refining Logistics Retail Product or service: Gasoline $ 2,689,350 $ — $ 438,058 Distillates (1) 3,412,819 — 49,651 Other refined products (2) 1,718,961 — — Merchandise — — 101,529 Transportation and terminalling services — 260,779 — Other revenue 148,350 — 3,242 Total segment revenues (3) $ 7,969,480 $ 260,779 $ 592,480 F-20 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Year Ended December 31, 2022 Refining Logistics Retail Product or service: Gasoline $ 1,999,065 $ — $ 428,959 Distillates (1) 3,139,807 — 46,392 Other refined products (2) 1,890,813 — — Merchandise — — 91,289 Transportation and terminalling services — 198,821 — Other revenue 16,375 — 3,566 Total segment revenues (3) $ 7,046,060 $ 198,821 $ 570,206 Year Ended December 31, 2021 Refining Logistics Retail Product or service: Gasoline $ 1,472,335 $ — $ 333,396 Distillates (1) 1,927,851 — 27,057 Other refined products (2) 1,065,555 — — Merchandise — — 92,004 Transportation and terminalling services — 184,734 — Other revenue 5,370 — 3,959 Total segment revenues (3) $ 4,471,111 $ 184,734 $ 456,416 _______________________________________________________ (1) Distillates primarily include diesel and jet fuel. (2) Other refined products include fuel oil, gas oil, and asphalt. (3) Refer to Note 23—Segment Information for the reconciliation of segment revenues to total consolidated revenues. Note 7— Inventories Inventories at December 31, 2023 and 2022 consisted of the following (in thousands): Titled Inventory Supply and Offtake Agreement (1) Total December 31, 2023 Crude oil and feedstocks $ 175,307 $ 168,549 $ 343,856 Refined products and blendstock 358,236 133,684 491,920 Warehouse stock and other (2) 324,619 — 324,619 Total $ 858,162 $ 302,233 $ 1,160,395 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 12—Inventory Financing Agreements for further information. (2) Includes $ 237.6 million and $ 258.2 million of RINs and environmental credits, reported at the lower of cost or NRV, as of December 31, 2023 and 2022, respectivel y. Our renewable volume obligation and other gross environmental credit obligations of $ 286.9 million and $ 549.8 million, are included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023 and 2022, respectively. Inventories valued on the LIFO method were approximately 26 % and 22 % of total inventories at December 31, 2023 and 2022, respectively. As of December 31, 2023 and December 31, 2022, there was no reserve for the lower of cost or net F-21 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 realizable value of inventory. As of December 31, 2023 and December 31, 2022, the current replacement cost exceeded the LIFO inventory carrying value by approximately $ 36.1 million and $ 46.4 million, respectively. Note 8— Prepaid and Other Current Assets Prepaid and other current assets at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Advances to suppliers for crude purchases $ 65,531 $ — Collateral posted with broker for derivative instruments (1) 21,763 40,788 Billings Acquisition deposit (2) — 30,000 Prepaid insurance 20,235 15,639 Derivative assets 43,356 — Prepaid environmental credits 20,756 — Other 10,764 5,616 Total $ 182,405 $ 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 15—Derivatives for further information. (2) Please read Note 5—Acquisitions for further discussion. Note 9— Property, Plant, and Equipment and Impairment of Long-Lived Assets Major classes of property, plant, and equipment, including assets acquired under finance leases, consisted of the following (in thousands): December 31, 2023 2022 Land $ 194,623 $ 153,804 Buildings and equipment (1) 1,361,828 1,050,898 Other (1) 21,350 19,865 Total property, plant, and equipment 1,577,801 1,224,567 Less accumulated depreciation and amortization ( 478,413 ) ( 388,733 ) Property, plant, and equipment, net $ 1,099,388 $ 835,834 ______________________________________________________ (1) Please read Note 17—Leases for further disclosures and information on finance leases. Depreciation and finance lease amortization expense was approximately $ 94.0 million, $ 75.0 million, and $ 77.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Par West refinery was idled in the first quarter of 2020 due to the reduction in demand resulting from the COVID-19 global pandemic’s effect on the economy. Pursuant to GAAP accounting guidelines, this refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. For the year ended December 31, 2021, we recorded additional impairment charges o f $ 0.2 million in Impairment expense on our consolidated statement of operations related to this idling. Please read Note 16—Fair Value Measurements for additional information. For the year ended December 31, 2021, we recorded $ 1.7 million of Impairment expense on our consolidated statement of operations related to the impairment of a separate capital project. For the years ended December 31, 2022 and 2023, no such impairment was recorded. F-22 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 10— Asset Retirement Obligations Our asset retirement obligations (“AROs”) are primarily related to the removal of underground storage tanks and the removal of brand signage at owned and leased retail sites which are legally required, whether by government action or contractual arrangement. The table below summarizes the changes in our recorded AROs (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 15,375 $ 14,414 $ 10,636 Accretion expense 965 934 873 Revision in estimate — 116 3,602 Liabilities settled during period — ( 89 ) ( 697 ) Ending balance $ 16,340 $ 15,375 $ 14,414 Note 11— Goodwill and Intangible Assets During the years ended December 31, 2023, 2022, and 2021, the change in the net carrying amount of goodwill was as follows (in thousands): Balance at January 1, 2021 $ 127,997 Divestitures ( 735 ) Balance at December 31, 2021 127,262 Acquisition (1) 2,120 Divestitures ( 57 ) Balance at December 31, 2022 129,325 Divestitures (2) ( 50 ) Balance at December 31, 2023 $ 129,275 ________________________________________________________ (1) Please read Note 5—Acquisitions for further discussion. (2) In December 2022, we purchased three retail stores in Washington. $ 50 thousand of the 2022 payment was refunded to us in 2023; the refund was accounted for as a reduction of goodwill. Please read Note 5—Acquisitions for further discussion. The gross carrying value of goodwill was $ 202.9 million as of December 31, 2021, $ 205.0 million as of December 31, 2022, and $ 205.0 million as of December 31, 2023. As of December 31, 2021, 2022, and 2023, we had cumulative charges related to divestitures of $ 75.6 million, $ 75.7 million, and $ 75.8 million, respectively. F-23 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Intangible assets consisted of the following (in thousands): December 31, 2023 2022 Intangible assets: Trade names and trademarks $ 6,267 $ 6,267 Customer relationships 32,064 32,064 Other 261 261 Total intangible assets 38,592 38,592 Accumulated amortization: Trade name and trademarks ( 5,470 ) ( 5,383 ) Customer relationships ( 22,204 ) ( 19,632 ) Other — — Total accumulated amortization ( 27,674 ) ( 25,015 ) Net: Trade name and trademarks 797 884 Customer relationships 9,860 12,432 Other 261 261 Total intangible assets, net $ 10,918 $ 13,577 Amortization expense was approximately $ 2.7 million for each of the years ended December 31, 2023, 2022, and 2021. Our intangible assets related to customer relationships and trade names have an average useful life of 13.5 years. Expected amortization expense for each of the next five years and thereafter is as follows (in thousands): Year Ended Amount 2024 $ 1,400 2025 979 2026 979 2027 979 2028 979 Thereafter 5,602 $ 10,918 Note 12— Inventory Financing Agreements The following table summarizes our outstanding obligations under our inventory financing agreements (in thousands): December 31, 2023 2022 Supply and Offtake Agreement $ 594,362 $ 732,511 Washington Refinery Intermediation Agreement — 160,554 LC Facility due 2024 — — Obligations under inventory financing agreements $ 594,362 $ 893,065 Supply and Offtake Agreement We have a supply and offtake agreement with J. Aron to support our Hawaii refining operations (the “Supply and Offtake Agreement"). On June 1, 2021, we entered into the second amended and restated supply and offtake agreement, which amended and restated the first amended and restated supply and offtake agreement in its entirety. During the term of the Supply and Offtake Agreement, J. Aron and we will identify mutually acceptable contracts for the purchase of crude oil from third F-24 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 parties. Per the agreement, J. Aron will provide up to 150 Mbpd of crude oil to our Hawaii refinery. Additionally, we will sell, and J. Aron will buy, at market prices, refined products produced at our Hawaii refinery. We will then repurchase the refined products from J. Aron prior to selling the refined products to our retail operations or to third parties. Under the 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 agreement also provides for the lease of crude oil and certain refined product storage facilities to J. Aron. The Supply and Offtake Agreement expires May 31, 2024 (as extended, the “Expiration Date”). Under the Supply and Offtake Agreement, we would have been subject to an early termination fee if we terminated the Supply and Offtake Agreement prior to May 31, 2023. Following the expiration or termination of the agreement, we are obligated to purchase the crude oil and refined product inventories then owned by J. Aron and located at the leased storage facilities at then-current market prices. Under the Supply and Offtake Agreement, Par Hawaii Refining, LLC (“PHR”) is required to maintain minimum liquidity of not less than $ 15 million for any three consecutive business days, with at least $ 15 million of such liquidity consisting of cash and cash equivalents. Though title to the crude oil and certain refined product inventories resides with J. Aron, the Supply and Offtake Agreement is accounted for similar to a product financing arrangement; therefore, the crude oil and refined products inventories will continue to be included in our consolidated balance sheets until processed and sold to a third party. Each reporting period, we record a liability in an amount equal to the amount we expect to pay to repurchase the inventory held by J. Aron based on current market prices. Prior to July 1, 2021, the Supply and Offtake Agreement also included a deferred payment arrangement whereby we could defer payments owed under the agreements up to the lesser of $ 165 million or 85 % of the eligible accounts receivable and inventory. The deferred amounts under the deferred payment arrangement bore interest at a rate equal to three-month LIBOR plus 3.50 % per annum. We also paid a deferred payment availability fee equal to 0.75 % of the unused capacity under the deferred payment arrangement. Effective July 1, 2021, a discretionary draw facility (the “Discretionary Draw Facility”) became available to PHR up to but excluding the Expiration Date. Under the Discretionary Draw Facility, J. Aron agreed to make advances to PHR from time to time at the request of PHR, subject to the satisfaction of certain conditions precedent, in an aggregate principal amount at any one time outstanding not to exceed the lesser of $ 165 million or the sum of the borrowing base, which is calculated as (x) 85 % of the eligible accounts receivables, plus (y) the lesser of $ 82.5 million and 85 % of eligible hydrocarbon inventory, minus (z) such reserves as established by J. Aron in respect of eligible receivables and eligible hydrocarbon inventory. Prior to June 1, 2022, the advances under the Discretionary Draw Facility bore interest at a rate equal to three-month LIBOR plus 4.00 % per annum. Beginning on June 1, 2022, the advances bear interest at a rate equal to LIBOR (or LIBOR equivalent) plus an applicable spread between 3.50 % and 4.00 % to be determined annually based on certain financial ratios. We also pay a discretionary draw availability fee equal to 0.75 % of the unused capacity under the Discretionary Draw Facility. 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 year ended December 31, 2023, we did not enter into any contracts to fix market fees related to our Supply and Offtake Agreement. The amount due to or from J. Aron is 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 due for the year ended December 31, 2023. We recognized fixed market fees of $ 8.8 million F-25 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 and $ 13.5 million for the years ended December 31, 2022, and 2021, respectively, which were included in Cost of revenues (excluding depreciation) on our 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 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 3) 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. 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 (as defined in Note 14—Debt) 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 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”). Refer to Note 14—Debt for further information on the Second Amendment to ABL Credit Facility. Washington Refinery Intermediation Agreement Prior to December 31, 2023, we were party to the Washington Refinery Intermediation Agreement with MLC, which provided a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivable. Under this arrangement, U.S. Oil purchased crude oil supplied from third-party suppliers and MLC provided credit support for such crude oil purchases. MLC’s credit support consisted of either providing a payment guaranty, causing the issuance of a letter of credit from a third-party issuing bank, or purchasing crude oil directly from third parties on our behalf. U.S. Oil held title to all crude oil and refined products inventories at all times and pledged such inventories, together with all receivables arising from the sales of the same, exclusively to MLC. On October 4, 2023, U.S. Oil 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 U.S. Oil. Under the Wind-Down Agreement, in exchange for cash collateral provided by U.S. Oil to MLC, the payment of certain fees by U.S. Oil 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 U.S. Oil 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. In connection with the Wind-Down Agreement, we recognized a termination fee of $ 1.5 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The cash paid to settle the obligation is included in Payments for termination of inventory financing agreements in our consolidated statements of cash flows for the year ended December F-26 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 31, 2023. As of December 31, 2023, there were no outstanding obligations under the Washington Refinery Intermediation Agreement. The following table summarizes our outstanding borrowings, letters of credit, and contractual undertaking obligations under the intermediation agreements (in thousands): December 31, 2023 2022 Discretionary Draw Facility Outstanding borrowings (1) $ 165,459 $ 204,843 Borrowing capacity 175,891 204,843 MLC receivable advances Outstanding borrowings (1) — 56,601 Borrowing capacity — 56,601 LC Facility due 2024 Outstanding borrowings — — Borrowing capacity 120,000 — MLC issued letters of credit — 115,001 LC Facility issued letters of credit 13,000 — ______________________________________________________ (1) Borrowings outstanding under the Discretionary Draw Facility and MLC receivable advances are included in Obligations under inventory financing agreements on our consolidated balance sheets. Changes in the borrowings outstanding under these arrangements are included within Cash flows from financing activities on the consolidated statements of cash flows. The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands): Year Ended December 31, 2023 2022 2021 Net fees and expenses: Supply and Offtake Agreement Inventory intermediation fees (1) $ 56,164 $ 100,610 $ 21,612 Interest expense and financing costs, net 7,149 6,150 3,015 Washington Refinery Intermediation Agreement Inventory intermediation fees 2,250 3,000 3,236 Interest expense and financing costs, net 9,280 10,111 4,900 LC Facility due 2024 Interest expense and financing costs, net 1,667 — — ___________________________________________________ (1) Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $ 13.5 million, $ 63.3 million, and $ 4.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Supply and Offtake Agreement and, prior to its termination, 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 15—Derivatives for further information. F-27 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 13— Other Accrued Liabilities Other accrued liabilities at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Accrued payroll and other employee benefits $ 40,533 $ 27,815 Gross environmental credit obligations (1) 286,904 549,791 Derivative liabilities 27,725 10,989 Deferred revenue 15,220 11,457 Other 51,380 40,442 Total $ 421,762 $ 640,494 ______________________________________________________ (1) Please read Note 16—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 consolidated balance sheet and are stated at the lower of cost or net realizable value. The carrying costs of these assets were $ 237.6 million and $ 258.2 million as of December 31, 2023 and 2022, respectively. Note 14— Debt The following table summarizes our outstanding debt (in thousands): December 31, 2023 2022 ABL Credit Facility due 2028 $ 115,000 $ — Term Loan Credit Agreement due 2030 545,875 — 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 4,746 — Principal amount of long-term debt 665,621 515,439 Less: unamortized discount and deferred financing costs ( 14,763 ) ( 9,907 ) Total debt, net of unamortized discount and deferred financing costs 650,858 505,532 Less: current maturities, net of unamortized discount and deferred financing costs ( 4,255 ) ( 10,956 ) Long-term debt, net of current maturities $ 646,603 $ 494,576 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2024 $ 6,138 2025 6,169 2026 6,201 2027 6,234 2028 121,269 Thereafter 519,610 Total $ 665,621 As of December 31, 2023, we had $ 133.7 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 $ 56.2 million and $ 5.9 million in cash-collateralized letters of credit and surety bonds outstanding as of December 31, 2023 and December 31, 2022, respectively. F-28 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 and 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. On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility. The Second Amendment to the ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $ 900 million, (ii) future incremental increases up to $ 400 million, (iii) the designation of U.S. Oil 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 U.S. Oil 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. As of December 31, 2023, the ABL Credit Facility had $ 115 million outstanding in revolving loans , and a borrowing base of approxi mately $ 603.7 million. The ABL Credit Facility will mature, and the commitments thereunder will terminate on April 26, 2028. The interest rates applicable to borrowings under the ABL Credit Facility are 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 ABL Credit Facility 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 1.75 % per annum with respect to SOFR borrowings. We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility. The effective interest rate was 2.65 % for the year ended December 31, 2023. Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below: Level Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) Term SOFR Loans Base Rate Loans 1 >50% 1.25 % 0.25 % 2 >30% but ≤ 50% 1.50 % 0.50 % 3 ≤ 30% 1.75 % 0.75 % 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. F-29 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 Term Loan B Facility and repurchase our outstanding 7.75 % Senior Secured Notes and 12.875 % Senior Secured Notes and any remaining net proceeds were 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 consolidated statement of operations for the year ended December 31, 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. Retail Property Term Loan On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan. We recognized approximately $ 1.4 million of debt extinguishment costs related to our prepayment of the loan principal, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021. The Retail Property Term Loan bore interest based on a floating rate equal to the applicable LIBOR for a one-month interest period plus 1.5 %. 7.75 % Senior Secured Notes On May 24, 2022, and July 14, 2022, we repurchased and cancelled $ 5.0 million and $ 10.0 million in aggregate principal amounts of the 7.75 % Senior Secured Notes at repurchase prices of 97.50 % and 95.00 %, respectively, of the aggregate principal amount of notes repurchased . We recognized aggregate discounts of $ 0.6 million and incurred aggregate debt extinguishment costs of $ 0.2 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022. 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 102.12 % 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 101.94 % 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 consolidated statement of operations for the year ended December 31, 2023. Our 7.75 % Senior Secured Notes bore interest at a rate of 7.75 % per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018). Term Loan B Facility 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 consolidated statement of operations for the year ended December 31, 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 F-30 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Term Loan B Facility) plus an applicable margin of 5.75 %. In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $ 3.1 million. 12.875 % Senior Secured Notes On June 14, 2021, we redeemed $ 36.8 million aggregate principal amount of 12.875 % Senior Secured Notes at a redemption price of 112.875 % of the aggregate principal amount of the notes redeemed, plus the accrued and unpaid interest as of the redemption date. On the redemption date, we paid a premium of approximately $ 4.7 million and incurred additional debt extinguishment costs of $ 1.9 million, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2021. We repurchased and cancelled $ 13.9 million and $ 21.7 million in aggregate principal amount of 12.875 % Senior Secured Notes on May 16, 2022 and May 27, 2022, respectively, at a repurchase price of 111.25 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date. On June 13, 2022, we repurchased an additional $ 1.3 million in aggregate principal amount of the notes at a repurchase price of 111.00 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest as of the repurchase date. We paid premiums of approximately $ 4.1 million upon repurchases of the 12.875 % Senior Secured Notes during the year ended December 31, 2022 and incurred aggregate debt extinguishment costs of $ 1.6 million for these repurchases, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2022. 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 consolidated statement of operations for the year ended December 31, 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). 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 December 31, 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 declared 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 no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans, or advances. F-31 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 15— Derivatives Commodity Derivatives We utilize commodity derivative contracts to manage our price exposure in our inventory positions, future purchases of crude oil, future purchases and sales of refined products, and crude oil consumption in our refining process. The derivative contracts that we execute to manage our price risk include exchange traded futures, options, and OTC swaps. Our futures, options, and OTC swaps are marked-to-market and changes in the fair value of these contracts are recognized within Cost of revenues (excluding depreciation) on our consolidated statements of operations. We are obligated to repurchase the crude oil and refined products from J. Aron at the termination of the Supply and Offtake Agreement. Our Washington Refinery Intermediation Agreement contained forward purchase obligations for certain volumes of crude oil and refined products that are required to be settled at market prices on a monthly basis. We have determined that these obligations under the Supply and Offtake Agreement contain embedded derivatives. As such, we have accounted for these embedded derivatives at fair value with changes in the fair value recorded in Cost of revenues (excluding depreciation) on our consolidated statements of operations. We have entered into forward purchase contracts for crude oil and forward purchases and sales contracts of refined products. We elect the normal purchases normal sales (“NPNS”) exception for all forward contracts that meet the definition of a derivative and are not expected to net settle. Any gains and losses with respect to these forward contracts designated as NPNS are not reflected in earnings until the delivery occurs. We elect to offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. Our consolidated balance sheets present derivative assets and liabilities on a net basis. Please read Note 16—Fair Value Measurements for the gross fair value and net carrying value of our derivative instruments. Our cash margin that is required as collateral deposits cannot be offset against the fair value of open contracts except in the event of default. Our open futures and OTC swaps expire in March 2025. At December 31, 2023, our open commodity derivative contracts represented (in thousands of barrels): Contract type Purchases Sales Net Futures 27,604 ( 28,104 ) ( 500 ) Swaps 36,051 ( 41,790 ) ( 5,739 ) Total 63,655 ( 69,894 ) ( 6,239 ) At December 31, 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 December 31, 2023: Total open option collars 1,394 Weighted-average strike price - floor (in dollars) $ 61.69 Weighted-average strike price - ceiling (in dollars) $ 82.97 Earliest commencement date January 2024 Furthest expiry date September 2024 Interest Rate Derivatives We are exposed to interest rate volatility in our ABL Credit Facility, LC Facility, Term Loan Credit Agreement, and the Supply and Offtake 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 related to 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 December 31, 2023. The terms of the agreement provide for an interest rate cap of 5.50 % and floor of 2.30 %, 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, 2026. As of December 31, 2022, we did not hold any interest rate derivative instruments. F-32 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 As of December 31, 2020, we had entered into an interest rate swap at an average fixed rate of 3.91 % in exchange for the floating interest rate on the notional amounts due under the Retail Property Term Loan. This swap was set to expire on May 31, 2026, the maturity date of the Retail Property Term Loan. On February 23, 2021, we terminated and repaid all amounts outstanding under the Retail Property Term Loan and the related interest rate swap. The following table provides information on the fair value amounts (in thousands) of these derivatives as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets. December 31, Balance Sheet Location 2023 2022 Asset (Liability) Commodity derivatives (1) Prepaid and other current assets $ 43,356 $ 495 Commodity derivatives (2) Other accrued liabilities ( 530 ) ( 10,989 ) J. Aron repurchase obligation derivative Obligations under inventory financing agreements ( 392 ) ( 12,156 ) MLC terminal obligation derivative Obligations under inventory financing agreements — 14,435 Interest rate derivatives Other liabilities ( 821 ) — _________________________________________________________ (1) Does not include cash collateral of $ 21.8 million and $ 40.8 million recorded in Prepaid and other current assets as of December 31, 2023, and December 31, 2022, respectively, and $ 9.5 million in Other long-term assets as of both December 31, 2023 and December 31, 2022. (2) Does not include $ 27.2 million recorded in Other accrued liabilities as of December 31, 2023 related to realized derivatives payable. The following table summarizes the pre-tax gains (losses) recognized in Net income (loss) on our consolidated statements of operations resulting from changes in fair value of derivative instruments not designated as hedges charged directly to earnings (in thousands): Year Ended December 31, Statement of Operations Classification 2023 2022 2021 Commodity derivatives Cost of revenues (excluding depreciation) $ ( 16,701 ) $ ( 65,814 ) $ ( 22,417 ) J. Aron repurchase obligation derivative Cost of revenues (excluding depreciation) 11,764 2,995 5,646 MLC terminal obligation derivative Cost of revenues (excluding depreciation) ( 34,149 ) ( 49,636 ) ( 73,256 ) Interest rate derivatives Interest expense and financing costs, net ( 821 ) — 104 F-33 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 16— 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 fair 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 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. Equity Method Investments We evaluate equity method investments for impairment when factors indicate that a decrease in the value of our investment has occurred and the carrying amount of our investment may not be recoverable. An impairment loss, based on the difference between the carrying value and the estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Par West Refinery Pursuant to GAAP accounting guidelines, the Par West refinery was deemed abandoned in the fourth quarter of 2020 due to the following factors: the idling of the assets for more than an insignificant amount of time, the significant cost to restart the refinery, and a lack of a current plan or timeline to restart the refinery. Given the lack of alternative uses of the Par West refinery assets, we impaired all assets that are not expected to be used as part of our ongoing refining operations in Hawaii F-34 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 down to their salvage value, which is immaterial. For the year ended December 31, 2021, we recorded $ 0.2 million of Impairment expense on our consolidated statement of operations related to this idling. Assets and Liabilities Measured at Fair Value on a Recurring Basis Derivative instruments We classify financial assets and liabilities according to the fair value hierarchy. Financial assets and liabilities classified as Level 1 instruments are valued using quoted prices in active markets for identical assets and liabilities. These include our exchange traded futures. Level 2 instruments are valued using quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Our Level 2 instruments include OTC swaps and options. These derivatives are valued using market quotations from independent price reporting agencies and commodity exchange price curves that are corroborated with market data. Level 3 instruments are valued using significant unobservable inputs that are not supported by sufficient market activity. The valuation of the embedded derivatives related to our J. Aron repurchase obligation is based on estimates of the prices and differentials assuming settlement at the end of the reporting period. Estimates of the J. Aron settlement prices are based on observable inputs, such as Brent indices, and unobservable inputs, such as contractual price differentials as defined in the Supply and Offtake Agreement. Such contractual differentials vary by location and by the type of product, have a weighted average of $ 13.75 per barrel, and range from a discount of $ 7.74 per barrel to a premium of $ 36.07 per barrel as of December 31, 2023. Contractual price differentials are considered unobservable inputs; therefore, these embedded derivatives are classified as Level 3 instruments. We do not have other commodity derivatives classified as Level 3 at December 31, 2023 or 2022. Please read Note 15—Derivatives for further information on derivatives. Gross Environmental credit obligations During the quarter ended December 31, 2023, we had a change in estimate in our valuation of our gross environmental credit obligations, due to the settlement of all outstanding prior period environmental credit obligations. Beginning in the fourth quarter of 2023, the portion of the estimated gross environmental credit obligations satisfied by internally generated or purchased RINs or other environmental credits is recorded at the carrying value of such internally generated or purchased RINs or other environmental credits. The remainder of the estimated gross environmental credit obligation is recorded at the market price of the RINs or other environmental credits that are needed to satisfy the remaining obligation as of the end of the reporting period and classified as Level 2 instruments as we obtain the pricing inputs for the RINs and other environmental credits from brokers based on market quotes on similar instruments. Please read Note 18—Commitments and Contingencies for further information on the EPA regulations related to greenhouse gases and our environmental credit obligations. Financial Statement Impact Fair value amounts by hierarchy level as of December 31, 2023 and 2022 are presented gross in the tables below (in thousands): December 31, 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 $ 100,074 $ 175,191 $ — $ 275,265 $ ( 231,909 ) $ 43,356 Liabilities Commodity derivatives $ ( 92,417 ) $ ( 140,022 ) $ — $ ( 232,439 ) $ 231,909 $ ( 530 ) J. Aron repurchase obligation derivative — — ( 392 ) ( 392 ) — ( 392 ) Interest rate derivatives (3) — ( 821 ) — ( 821 ) — ( 821 ) Gross environmental credit obligations (2), (3) — ( 54,245 ) — ( 54,245 ) — ( 54,245 ) Total $ ( 92,417 ) $ ( 195,088 ) $ ( 392 ) $ ( 287,897 ) $ 231,909 $ ( 55,988 ) F-35 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 $ ( 172,529 ) $ ( 557,666 ) $ 2,279 $ ( 727,916 ) $ 169,415 $ ( 558,501 ) _________________________________________________________ (1) Does not include cash collateral of $ 31.3 million and $ 50.3 million as of December 31, 2023 and 2022, respectively, included within Prepaid and other current assets and Other long-term assets on our consolidated balance sheets. (2) Does not include RINs assets and other environmental credits of $ 237.6 million and $ 258.2 million presented as Inventories on our consolidated balance sheet and stated at the lower of cost and net realizable value as of December 31, 2023 and 2022, respectively. (3) Does not include environmental liabilities of $ 232.7 million, satisfied by internally generated or purchased environmental credits and presented at the carrying value of these credits. included in Other accrued liabilities on our consolidated balance sheets as of December 31, 2023. A roll forward of Level 3 derivative instruments measured at fair value on a recurring basis is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Balance, beginning of period $ 2,279 $ ( 37,321 ) $ ( 30,958 ) Settlements 19,714 86,242 61,247 Total gains (losses) included in earnings (1) ( 22,385 ) ( 46,642 ) ( 67,610 ) Balance, end of period $ ( 392 ) $ 2,279 $ ( 37,321 ) _________________________________________________________ (1) Included in Cost of revenues (excluding depreciation) on our consolidated statements of operations. The carrying value and fair value of long-term debt and other financial instruments as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 Carrying Value Fair Value ABL Credit Facility due 2028 (2) $ 115,000 $ 115,000 LC Facility due 2024 (2) — — Term Loan Credit Agreement due 2030 (1) 531,112 545,875 Other long-term debt (1) 4,746 4,387 F-36 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 measurements of the ABL Credit Facility, LC Facility, and the Prior ABL Credit Facility are considered Level 3 measurements 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 14—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 December 31, 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, approximated their carrying value due to their short-term nature. Note 17— 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. F-37 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 The following table provides information on the amounts (in thousands, except lease term and discount rates) of our ROU assets and liabilities as of December 31, 2023 and 2022 and their placement within our consolidated balance sheets: Lease type Balance Sheet Location December 31, 2023 December 31, 2022 Assets Finance Property, plant, and equipment $ 28,264 $ 21,150 Finance Accumulated amortization ( 12,212 ) ( 10,308 ) Finance Property, plant, and equipment, net 16,052 10,842 Operating Operating lease right-of-use assets 346,454 350,761 Total right-of-use assets $ 362,506 $ 361,603 Liabilities Current Finance Other accrued liabilities $ 1,820 $ 1,782 Operating Operating lease liabilities 72,833 66,081 Long-term Finance Finance lease liabilities 12,438 6,311 Operating Operating lease liabilities 282,517 292,701 Total lease liabilities $ 369,608 $ 366,875 Weighted-average remaining lease term (in years) Finance 11.02 5.60 Operating 8.67 9.00 Weighted-average discount rate Finance 8.04 % 7.38 % Operating 7.24 % 7.10 % The following table summarizes the lease costs recognized in our consolidated statements of operations (in thousands): Year Ended December 31, Lease cost type 2023 2022 2021 Finance lease cost Amortization of finance lease ROU assets $ 1,906 $ 1,917 $ 1,913 Interest on lease liabilities 636 619 655 Operating lease cost 98,928 89,591 91,882 Variable lease cost 9,246 5,478 6,716 Short-term lease cost 13,500 8,575 1,013 Net lease cost $ 124,216 $ 106,180 $ 102,179 Operating lease income (1) $ ( 14,908 ) $ ( 11,030 ) $ ( 3,149 ) _________________________________________________________ (1) At December 31, 2023 and 2022, Property, plant, and equipment, net associated with leased assets was approximately $ 9.5 million and $ 9.2 million, respectively. 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. F-38 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 The following table summarizes the supplemental cash flow information related to leases as follows (in thousands): Year Ended December 31, Lease type 2023 2022 2021 Cash paid for amounts included in the measurement of liabilities Financing cash flows from finance leases $ 1,693 $ 1,620 $ 1,914 Operating cash flows from finance leases 631 614 658 Operating cash flows from operating leases 98,416 85,681 89,677 Non-cash supplemental amounts ROU assets obtained in exchange for new finance lease liabilities 7,896 594 1,936 ROU assets obtained in exchange for new operating lease liabilities 72,219 64,567 97,011 ROU assets terminated in exchange for release from finance lease liabilities — — — ROU assets terminated in exchange for release from operating lease liabilities 1,439 32,902 6,847 The table below includes the estimated future undiscounted cash flows for finance and operating leases as of December 31, 2023 (in thousands): For the year ending December 31, Finance leases Operating leases Total 2024 $ 3,414 $ 93,583 $ 96,997 2025 2,668 63,897 66,565 2026 2,222 57,383 59,605 2027 2,027 56,067 58,094 2028 1,206 52,023 53,229 Thereafter 9,856 134,526 144,382 Total lease payments 21,393 457,479 478,872 Less amount representing interest ( 7,135 ) ( 102,129 ) ( 109,264 ) Present value of lease liabilities $ 14,258 $ 355,350 $ 369,608 Additionally, we have $ 22.5 million in future undiscounted cash flows for operating leases and no future undiscounted cash flows for 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. Sale-Leaseback Transaction On February 11, 2021, Par Hawaii, LLC (“PHL”) and Par Hawaii Property Company, LLC (collectively, the “Sellers”), both our wholly owned subsidiaries, entered into a Purchase Agreement and Escrow Instructions with MDC Coast HI 1, LLC, a subsidiary of Realty Income Corporation (the “Buyer”), and Fidelity National Title Insurance Company, pursuant to which the Sellers and Buyer agreed to consummate a sale-leaseback transaction (the “Sale-Leaseback Transactions”). Under the terms of the Purchase Agreement, the Sellers agreed to sell to the Buyer a total of twenty-two ( 22 ) retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $ 112.8 million, net of transaction fees. On February 23, 2021, the Sellers and Buyer closed the Sale-Leaseback Transactions with respect to twenty-one ( 21 ) Sale-Leaseback Properties for an aggregate cash purchase price of approximately $ 107.0 million, net of transaction fees. On March 12, 2021, the Sellers and Buyer closed the sale of one additional property for an aggregate cash purchase price of approximately $ 5.8 million, net of transaction fees. We recognized a gain of $ 63.9 million as a result of these transactions, which is included in Loss (gain) on sale of assets, net on our consolidated statements of operations for the year ended December 31, 2021. Upon the closings of the sales of the Sale-Leaseback Properties, PHL entered into a Master Land and Building Lease Agreement (the “Lease Agreement”) with the Buyer, pursuant to which, among other things, PHL leased the Sale-Leaseback Properties from the Buyer, on a commercial triple-net basis, for 15 years unless earlier terminated. The initial lease term may be F-39 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 extended for up to four five-year renewal terms in accordance with the terms of the Lease Agreement. Under the terms of the Lease Agreement, PHL is responsible for monthly rent and all expenses related to the leased facilities, including, but not limited to, insurance premiums, taxes, and other expenses, such as utilities. As a result of the Sale-Leaseback Transactions, we recorded operating ROU assets and lease liabilities of $ 81.3 million. Certain of the Sale-Leaseback Properties were treated as failed sale-leaseback transactions based on the terms of the lease. As such, we retained the book value of the assets and recognized a finance liability of $ 12.4 million included in Other accrued liabilities and Other liabilities on our consolidated balance sheet. In connection with PHL’s entry into the Lease Agreement, Par Petroleum, LLC, our wholly owned subsidiary, entered into a guaranty agreement in favor of the Buyer, pursuant to which, among other things, Par Petroleum, LLC guaranteed the payment when due of the monthly rent, and all other additional rent, interest, and charges payable by PHL to the Buyer under the Lease Agreement, and the performance by PHL of all the material terms, conditions, covenants, and agreements of the Lease Agreement. Note 18— Commitments and Contingencies In the ordinary course of business, we are a party to various lawsuits and other contingent matters. We establish accruals for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on our financial condition, results of operations, or cash flows. Tax 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. From time to time, Par Hawaii Refining, LLC has appealed various tax assessments related to its land, buildings, and fuel storage tanks, and is currently appealing the City of Honolulu’s property tax assessment for tax year 2023. 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 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 Hawaii foreign trade zone from certain state taxes. We and other similarly situated state taxpayers who had previously claimed such exemptions, certain of which we are contractually obligated to indemnify, are currently being audited for such 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 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 Corporation (“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 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 air emissions limits, controls, monitoring, and repair F-40 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 requirements under 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 December 31, 2023, we have accrued $ 14.0 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 in excess of $ 300,000 . 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. During the year ended December 31, 2023, we settled all of our 2020, 2021, and 2022 RVO liabilities, which resulted in a gain of $ 102.1 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 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. F-41 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Environmental Agreement On September 25, 2013, Par Petroleum, LLC (formerly Hawaii Pacific Energy, a wholly owned subsidiary of Par created for purposes of the acquisition of PHR), Tesoro Corporation (“Tesoro”), and PHR entered into an Environmental Agreement (“Environmental Agreement”) that allocated responsibility for known and contingent environmental liabilities related to the acquisition of PHR, including a consent decree. Indemnification In addition to its obligation to reimburse us for capital expenditures incurred pursuant to a consent decree, Tesoro agreed to indemnify us for claims and losses arising out of related breaches of Tesoro’s representations, warranties, and covenants in the Environmental Agreement, certain defined “corrective actions” relating to pre-existing environmental conditions, third-party claims arising under environmental laws for personal injury or property damage arising out of or relating to releases of hazardous materials that occurred prior to the date of the closing of the PHR acquisition, any fine, penalty, or other cost assessed by a governmental authority in connection with violations of environmental laws by PHR prior to the date of the closing of the PHR acquisition, certain groundwater remediation work, fines, or penalties imposed on PHR by a consent decree related to acts or omissions of Tesoro prior to the date of the closing of the PHR acquisition, and claims and losses related to the Pearl City Superfund Site. Tesoro’s indemnification obligations are subject to certain limitations as set forth in the Environmental Agreement. These limitations include a deductible of $ 1 million and a cap of $ 15 million for certain of Tesoro’s indemnification obligations related to certain pre-existing conditions, as well as certain restrictions regarding the time limits for submitting notice and supporting documentation for remediation actions. Major Customers We sell a variety of refined products to a diverse customer base. For each of the years ended December 31, 2023, 2022, and 2021, we had one customer in our refining segment that accounted for 13 %, 17 %, and, 13 %, respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenues during the years ended December 31, 2023, 2022, and 2021. Note 19— Stockholders’ Equity Common Stock Our certificate of incorporation contains restrictions on the transfer of certain of our securities in order to preserve the net operating loss carryovers, capital loss carryovers, general business credit carryovers, and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Service Code, of us or any direct or indirect subsidiary thereof. These restrictions include provisions regarding approval by our Board of Directors of transfers of common stock by holders of five percent or more of the outstanding common stock. Our debt agreements restrict the payment of dividends. Issuance of Common Stock On March 16, 2021, we entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, in connection with an underwritten public offering (the “Equity Offering”) of 5.75 million shares of common stock, par value $ 0.01 per share, at a public offering price of $ 16.00 per share. We completed the issuance of these shares on March 19, 2021. The net proceeds from the Equity Offering were approximately $ 87.2 million, after deducting underwriting discounts and commissions and offering expenses. We used the net proceeds from the Equity Offering to repay the remaining $ 48.7 million in aggregate 5.00 % Convertible Senior Notes due at maturity in June 2021 and $ 36.8 million in aggregate principal amount of 12.875 % Senior Secured Notes, and the remainder for general corporate purposes, including capital expenditures and funding working capital. Share Repurchase Program On November 10, 2021, the Board authorized and approved a share repurchase program for up to $ 50 million of the currently 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. Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, block purchases, or otherwise in accordance with applicable federal and state laws. The share repurchase program does not have F-42 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 a specified end date and may be limited or terminated at any time without prior notice. During the years ended December 31, 2023 and 2022, 1,841 thousand and 420 thousand shares were repurchased under this share repurchase program for a total of $ 62.1 million and $ 5.8 million, respectively. The repurchased shares were retired by the Company upon receipt. As of December 31, 2023, there was $ 181.8 million of authorization remaining under this share repurchase program. Incentive Plans Our incentive compensation plans are described below. Long Term Incentive Plan Under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Incentive Plan” or “LTIP”), as amended and restated, the Board, or a committee of the Board, may grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and performance restricted stock units to directors and other employees or those of our subsidiaries. The maximum number of shares that may be granted under the LTIP is 9.0 million shares of common stock. At December 31, 2023, 3.0 million shares were available for future grants and awards under the LTIP. Restricted stock and restricted stock units awarded under the Incentive Plan are subject to restrictions, terms, and conditions, including forfeitures, as may be determined by the Board. During the period in which such restrictions apply, unless specifically provided otherwise in accordance with the terms of the Incentive Plan, the recipient of the restricted stock would be the record owner of the shares and have all of the rights of a stockholder with respect to the shares, including the right to vote and the right to receive dividends or other distributions made or paid with respect to the shares. The recipient of restricted stock units shall not have any of the rights of a stockholder of the Company until such units vest and convert into shares of common stock. The fair value of the restricted stock and stock units is generally determined based upon the quoted market price of our common stock on the date of grant. Restricted stock awards generally vest ratably over a four-year period. Restricted stock units do not vest ratably, rather they generally vest in full at the end of three years , while some restricted stock units vest over the same period of time with a one-year cliff. Stock options are issued with an exercise price equal to the fair market value of our common stock on the date of grant and are subject to such other terms and conditions as may be determined by the Board. The options generally expire eight years from the grant date, unless granted by the Board for a shorter term. Option grants generally vest ratably over a four-year period. Stock Purchase Plan The Stock Purchase Plan (as amended, the “SPP”) is limited to the Company’s qualifying executive officers and directors who qualify as accredited investors under Rule 501(a) of the Securities Act of 1933, as amended. The SPP provides that each participant may, subject to compliance with securities laws and other regulations and only during “window periods” as described in our insider trading policy as in effect from time to time, until the later to occur of (a) December 31, 2015 or (b) the eighteen month anniversary of the date that the participant commenced his or her employment or service with us, purchase, in a single transaction, up to $ 1 million of shares of our common stock (“the SPP Shares”) at a per share purchase price equal to the closing price of the common stock on the date of purchase. The sale or transfer of the SPP Shares by such participant would be limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant’s service with us or any affiliates for any reason. Additionally, the SPP provides that each purchasing participant will be granted a number of shares of restricted common stock under the Incentive Plan equal to 20 % of the SPP Shares purchased with 50 % of the restricted common stock vesting on each of the two annual anniversaries of the date of grant. Each purchasing participant will also be granted nonstatutory stock options with a 5-year term to purchase a number of shares of common stock under the Incentive Plan (with an exercise price equal to the Fair Market Value as defined in the Incentive Plan on the date of grant) equal to certain specified percentages of the SPP Shares purchased based on a Black-Scholes model with 50 % of the options vesting on each of the two annual anniversaries of the date of grant. Such percentages are as follows: 50 % for a non-employee chairman of the Board, 35 % for non-employee members of the Board, and 50 % - 70 % for executive officers. F-43 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 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 Incentive Plan and Stock Purchase Plan (in thousands): Years Ended December 31, 2023 2022 2021 Restricted Stock Awards $ 7,774 $ 5,172 $ 4,657 Restricted Stock Units 1,931 1,451 1,356 Stock Option Awards 1,637 2,540 1,939 Employee Stock Purchase Plan Under the Par Pacific Holdings, Inc. 2018 Employee Stock Purchase Plan (“ESPP”), eligible employees may elect to purchase the Company’s common stock at 85 % of the market price on the purchase date. Eligible employees may invest from 0 % to 10 % of their annual income subject to a $ 15 thousand annual maximum. The Board, or a committee of the Board, is authorized to set the market price discount percentages, any holding periods, and other purchasing terms and timing. The Company’s shareholders ratified the ESPP on May 8, 2018. The maximum number of shares that may be issued under the ESPP is 800 thousand shares of common stock. At December 31, 2023, 374 thousand shares remained available under the ESPP. During each of the years ended December 31, 2023, 2022, and 2021, we recognized $ 0.3 million of compensation costs in General and administrative expense (excluding depreciation) and Operating expense (excluding depreciation) related to the 15 % discount offered to employees under the ESPP. During the years ended December 31, 2023, 2022, and 2021, employees purchased 61 thousand, 67 thousand, and 85 thousand shares under the ESPP, respectively. Management Stock Purchase Plan On February 26, 2019, our Board approved the Par Pacific Holdings, Inc. 2019 Management Stock Purchase Plan (the “MSPP”). The MSPP provides executive management with an opportunity to receive restricted stock units (“RSUs”) by converting a portion of their cash bonus compensation into RSUs (“Deferred RSUs”) and receiving awards of matching RSUs, the amount of which are determined by the amount of compensation converted (“Matching RSUs”). A Deferred RSU and a Matching RSU each represents a right to receive one share of the Company’s common stock in the future, subject to the terms and conditions of the MSPP, including, but not limited to, vesting requirements. Shares of common stock issued pursuant to awards of Deferred RSUs and Matching RSUs will be issued from the shares reserved for issuance under the LTIP. As of December 31, 2023, no Deferred RSUs or Matching RSUs had been issued under the MSPP. Restricted Stock Awards and Restricted Stock Units The following tables summarize our restricted stock activity (in thousands, except per share amounts): Shares Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2022 794 $ 16.24 Granted 428 26.30 Vested ( 375 ) 17.81 Forfeited ( 21 ) 19.20 Unvested balance at December 31, 2023 826 $ 20.90 Years Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share of restricted stock awards and restricted stock units granted (in dollars) $ 26.30 $ 15.27 $ 16.38 Fair value of restricted stock awards and restricted stock units vested $ 6,677 $ 5,718 $ 4,370 F-44 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 As of December 31, 2023 and 2022, there were approximately $ 11.4 million and $ 8.8 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 1.46 years and 1.69 years, respectively. Performance Restricted Stock Units The following tables summarize our performance restricted stock activity (in thousands, except per unit amounts): Units Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2022 113 $ 16.78 Granted 90 27.47 Vested ( 36 ) 19.17 Forfeited — — Unvested balance at December 31, 2023 167 $ 22.03 Years Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share of performance restricted stock units granted (in dollars) $ 27.47 $ 14.91 $ 16.52 Fair value of performance restricted stock units vested $ 686 $ 1,343 $ 940 Performance restricted stock units a re subject to certain annual performance targets based on three-year performance periods as defined by our Board. As of December 31, 2023 and 2022, there were approximately $ 2.0 million and $ 0.7 million of total unrecognized compensation costs related to the performance restricted stock units, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.99 years and 1.69 years, respectively. Stock Option Grants The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model. The expected term represents the period of time that options are expected to be outstanding and is based upon the term of the option. The expected volatility represents the extent to which our stock price is expected to fluctuate between the grant date and the expected term of the award. We do not use an expected dividend yield in our fair value measurement as we are restricted from the payment of dividends. The risk-free rate is the implied yield available on U.S. Treasury securities with a remaining term equal to the expected term of the option at the date of grant. The weighted-average assumptions used to measure stock options granted during 2022 and 2021 are presented below. There were no stock options granted in 2023. 2022 2021 Expected life from date of grant (in years) 5.3 5.3 Expected volatility 55.4 % 53.2 % Risk-free interest rate 1.83 % 0.64 % F-45 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 The following table summarizes our stock option activity (in thousands, except per share amounts and term years): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value Outstanding balance at December 31, 2022 2,020 $ 17.92 4.3 $ 10,779 Issued — — Exercised ( 705 ) 19.68 Forfeited / canceled / expired — — Outstanding balance at December 31, 2023 1,315 $ 16.97 4.1 $ 25,509 Exercisable, end of year 873 $ 17.60 3.2 $ 16,390 The estimated weighted-average grant-date fair value per share of options granted during the year ended December 31, 2022 and 2021, was $ 7.44 , and $ 7.72 , respectively. No options were granted during the year ended December 31, 2023. As of December 31, 2023 and 2022, there were approximately $ 2.1 million and $ 3.7 million of total unrecognized compensation costs related to stock option awards, which are expected to be recognized on a straight-line basis over a weighted-average period of 1.40 years and 1.79 years, respectively. Note 20— Benefit Plans Defined Contribution Plans We maintain defined contribution plans for our employees. All eligible employees may participate in our Par plan after thirty days of service. For all employees participating in the Par plan, excluding participating U.S. Oil union employees, we match employee contributions up to a maximum of 6 % of the employee’s eligible compensation, with the employer contributions vesting at 100 %. Beginning in January 2021 and as part of cost reductions in response to the impact of the COVID-19 pandemic on our businesses, we temporarily suspended matching employee contributions for salaried employees with 2020 annual earnings in excess of the IRS highly compensated limit of $ 130,000 . In January 2022, we resumed matching of all previously-suspended employee contributions. For the years ended December 31, 2023, 2022, and 2021, we made contributions to the plans totaling approximately $ 7.5 million, $ 5.2 million, and $ 3.1 million, respectively. Defined Benefit Plans We maintain defined benefit pension plans (the “Benefit Plans”) covering eligible Wyoming Refining employees and the employees of U.S. Oil covered by a collective bargaining agreement. Benefits under our Wyoming Refining plan are based on years of service and the employee’s highest average compensation received during five consecutive years of the last ten years of employment. Benefits under our U.S. Oil plan are based on the employee’s hourly rate of compensation at the beginning of each year of employment. Our funding policy is to contribute annually an amount equal to the pension expense, subject to the minimum funding requirements of the Employee Retirement Income Security Act of 1974 and the tax deductibility of such contributions. In December 2016, the Wyoming Refining plan was amended to freeze all future benefit accruals for salaried employees. In March 2021, the Wyoming Refining plan was amended (the “Plan Amendment”) to freeze all future benefit accruals for hourly plan participants. The Plan Amendment reduced the projected benefit obligation by $ 6.0 million. We recorded a $ 2.0 million Gain on curtailment of pension obligation in our consolidated statements of operations for the year ended December 31, 2021, and an unrealized actuarial gain of $ 4.0 million as Other post-retirement benefits income (loss), net of tax, in our consolidated statements of other comprehensive income for the year ended December 31, 2021. Similar to the evaluation done for the estimate as of December 31, 2020, the projected benefit obligation estimate was determined based on the present value of projected future benefit payments. In determining the discount rate, we used pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. The weighted average discount rate used to determine benefit obligations increased from 2.65 % to 3.25 %, or 23 %, from December 31, 2020 to March 31, 2021. The estimated rate of compensation increase remained 3 % at the time of curtailment. F-46 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 The changes in the projected benefit obligation and the fair value of plan assets of our Benefit Plans for the years ended December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Changes in projected benefit obligation: Projected benefit obligation as of the beginning of the period $ 41,367 $ 56,411 Service cost 494 821 Interest cost 2,044 1,538 Plan amendment — — Actuarial loss (gain) (1) 1,362 ( 15,178 ) Benefits paid ( 1,980 ) ( 2,225 ) Curtailment — — Projected benefit obligation as of the end of the period $ 43,287 $ 41,367 Changes in fair value of plan assets: Fair value of plan assets as of the beginning of the period $ 40,639 $ 49,821 Actual return (loss) on plan assets 3,800 ( 6,957 ) Employer contributions — — Benefits paid ( 1,980 ) ( 2,225 ) Fair value of plan assets as of the end of the period $ 42,459 $ 40,639 ____________________________________________________ (1) For the year ended December 31, 2023, the change in the actuarial loss was due to a decrease in the discount rate. For the year ended December 31, 2022, the change in the actuarial gain was due to an increase in the discount rate. The underfunded status of our Benefit Plans is recorded within Other liabilities on our consolidated balance sheets and the funded status of our Benefit Plans is recorded within Other long-term assets on our consolidated balance sheets. The reconciliation of the funding status of our Benefit Plans of December 31, 2023 and 2022 was as follows: 2023 2022 WY Refining U.S. Oil WY Refining U.S. Oil Projected benefit obligation $ 25,582 $ 17,705 $ 24,730 $ 16,637 Fair value of plan assets 22,219 20,240 21,940 18,699 Underfunded/(overfunded) status $ 3,363 $ ( 2,535 ) $ 2,790 $ ( 2,062 ) Amounts recognized in consolidated balance sheet: Non-current assets $ — $ 2,535 $ — $ 2,062 Non-current liabilities ( 3,363 ) — ( 2,790 ) — Net amount recorded $ ( 3,363 ) $ 2,535 $ ( 2,790 ) $ 2,062 Gross amounts recognized in accumulated other comprehensive income (loss): (1) Net actuarial gain (loss) $ 4,546 $ 376 $ 5,243 $ ( 318 ) Total accumulated other comprehensive income (loss) $ 4,546 $ 376 $ 5,243 $ ( 318 ) ____________________________________________________ (1) For the years ended December 31, 2023 and 2022, we recognized an immaterial amount of service costs (credits) in accumulated other comprehensive income. F-47 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Weighted-average assumptions used to measure our projected benefit obligation as of December 31, 2023, 2022, and 2021 and net periodic benefit costs for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Projected benefit obligation: Wyoming Refining plan Discount rate (1) 4.95 % 5.15 % 2.85 % Rate of compensation increase — % — % — % U.S. Oil plan Discount rate (1) 4.80 % 5.00 % 2.70 % Rate of compensation increase 3.00 % 3.00 % 3.00 % Net periodic benefit costs: Wyoming Refining plan Discount rate (1) 5.15 % 2.85 % 3.25 % Expected long-term rate of return (2) 6.20 % 5.75 % 5.75 % Rate of compensation increase — % — % 3.00 % U.S. Oil plan Discount rate (1) 5.00 % 2.70 % 2.35 % Expected long-term rate of return (2) 6.00 % 6.00 % 6.00 % Rate of compensation increase 3.00 % 3.00 % 3.00 % _________________________________________________________ (1) In determining the discount rate, we use pricing and yield information for high-quality corporate bonds that result in payments similar to the estimated distributions of benefits from our plans. (2) The expected long-term rate of return is based on the target asset allocation of each plan and capital market assumptions developed using forward-looking models and historical market data and trends. The net periodic benefit cost (credit) for the years ended December 31, 2023, 2022, and 2021 includes the following components: 2023 2022 2021 Components of net periodic benefit cost (credit): Service cost $ 494 $ 821 $ 1,140 Interest cost 2,044 1,538 1,538 Expected return on plan assets ( 2,151 ) ( 2,596 ) ( 2,375 ) Amortization of net loss ( 244 ) 3 245 Amortization of prior service cost ( 45 ) — — Effect of curtailment — — ( 2,032 ) Net periodic benefit cost (credit) $ 98 $ ( 234 ) $ ( 1,484 ) The Service cost component of net periodic benefit cost is included in Operating expense (excluding depreciation) on our consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021. The other components of net periodic benefit cost are included in Other income (expense), net on our consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021. F-48 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 The weighted-average asset allocation for our Wyoming Refining plan at December 31, 2023 is as follows: Target Actual Asset category: Equity securities 32 % 23 % Debt securities 60 % 62 % Real estate 8 % 15 % Total 100 % 100 % The weighted-average asset allocation for our U.S. Oil plan at December 31, 2023 is as follows: Target Actual Asset category: Equity securities 56 % 54 % Debt securities 43 % 46 % Cash and Cash Equivalents 1 % — % Total 100 % 100 % We have a long-term, risk-controlled investment approach using diversified investment options with minimal exposure to volatile investment options like derivatives. Our Benefit Plans’ assets are invested in pooled separate accounts administered by the Benefit Plans’ custodians. The underlying assets in the pooled separate accounts are invested in equity securities, debt securities, real estate, or cash and cash equivalents. The pooled separate accounts are valued based upon the fair market value of the underlying investments and are deemed to be Level 2. We intend to make contributions in the amount of approximately $ 0.5 million to the Wyoming Refining plan and do not intend to make any contributions to the U.S. Oil plan during 2024. Based on current data and assumptions, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years: Year Ended 2024 $ 2,393 2025 2,436 2026 2,664 2027 2,669 2028 2,737 Thereafter 13,698 $ 26,597 F-49 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 21— 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): Year Ended December 31, 2023 2022 2021 Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) Plus: Net income effect of convertible securities — — — Numerator for diluted income (loss) per common share $ 728,642 $ 364,189 $ ( 81,297 ) Basic weighted-average common stock shares outstanding 60,035 59,544 58,268 Plus: dilutive effects of common stock equivalents (1) 979 339 — Diluted weighted-average common stock shares outstanding 61,014 59,883 58,268 Basic income (loss) per common share $ 12.14 $ 6.12 $ ( 1.40 ) Diluted income (loss) per common share $ 11.94 $ 6.08 $ ( 1.40 ) Diluted income (loss) per common share excludes the following equity instruments because their effect would be anti-dilutive: Shares of unvested restricted stock 27 234 925 Shares of stock options 129 1,868 2,386 Common stock equivalents using the if-converted method of settling the 5.00 % Convertible Senior Notes (2) — — 1,230 ________________________________________________________ (1) Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. We have utilized the basic shares outstanding to calculate both basic and diluted loss per common share for the year ended December 31, 2021. (2) We had no 5.00 % Convertible Senior Notes outstanding for the years ended December 31, 2023 and 2022. Note 22— Income Taxes For the year ended December 31, 2023, we recorded an income tax benefit of $ 115.3 million primarily driven by a non-cash deferred tax benefit of $ 277.7 million related to the release of a majority of the valuation allowance against our federal net deferred tax assets, partially offset by deferred tax expense from net operating loss utilization and state tax expense. For the year ended December 31, 2022, we recorded an income tax expense of $ 0.7 million primarily driven by an increase in state taxable income. For the year ended December 31, 2021, we recorded an income tax expense of $ 1.0 million primarily driven by foreign withholding taxes. In connection with our emergence from bankruptcy on August 31, 2012, we experienced an ownership change as defined under Section 382 of the Code. Section 382 generally places a limit on the amount of NOL carryforwards and other tax attributes arising before an ownership change that may be used to offset taxable income after an ownership change. We believe that we have qualified for an exception to the general limitation rules under Code Section 382(l)(5) which provides for substantially less restrictive limitations on our NOL carryforwards. Our amended and restated certificate of incorporation places restrictions upon the ability of certain equity interest holders to transfer their ownership interest in us. These restrictions are designed to provide us with the maximum assurance that another ownership change does not occur that could adversely impact our NOL carryforwards. Our net taxable income must be apportioned to various states based upon the income tax laws of the states in which we derive our revenue. Our NOL carryforwards will not always be available to offset taxable income apportioned to the various states. The states from which our refining, logistics, and retail revenues are derived are not the same states in which our NOLs were incurred; therefore, we expect to incur state tax liabilities in connection with our refining, logistics, and retail operations. In the fourth quarter of 2023, we analyzed projections for our future taxable income and the absence of objective negative evidence, such as a cumulative loss in recent years. As a result of this analysis we determined that we have sufficient F-50 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 positive evidence to release a majority of the valuation allowance against our federal net deferred tax assets and recognized a non-cash deferred tax benefit o f $ 277.7 million f or the year ended December 31, 2023. We retain a partial valuation allowance on a foreign tax credit and certain state deferred tax assets primarily as a result of apportionment factors from minimal activity in certain states impacting assessed likelihood of future realizability. We will continue to reassess whether the balance of the valuation allowance is appropriate on a quarterly basis and, given the totality of the facts and circumstances, both positive and negative, will adjust the remaining valuation allowance in future periods if the evidence supports doing so. Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: U.S.—Federal $ — $ — $ — U.S.—State 10,883 362 26 Foreign — 73 1,255 Deferred: U.S.—Federal ( 133,979 ) 236 ( 223 ) U.S.—State 7,760 39 ( 37 ) Total $ ( 115,336 ) $ 710 $ 1,021 Income tax expense was different from the amounts computed by applying U.S. Federal income tax rate to pretax income as a result of the following: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 % 0.1 % — % Foreign taxes — % — % ( 1.6 ) % Change in valuation allowance related to current activity ( 45.3 ) % ( 21.3 ) % ( 20.1 ) % Permanent items 0.4 % 0.4 % ( 0.6 ) % Other 2.2 % — % — % Actual income tax rate ( 18.8 ) % 0.2 % ( 1.3 ) % F-51 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss $ 244,243 $ 308,457 Intangible assets — 830 Environmental credit obligations 11,280 71,424 ROU Liabilities 87,686 89,879 Other 13,313 5,332 Total deferred tax assets 356,522 475,922 Valuation allowance ( 52,755 ) ( 330,456 ) Net deferred tax assets 303,767 145,466 Deferred tax liabilities: Inventory 2,681 5,891 Property and equipment 90,882 54,124 Intangible assets 511 — ROU Assets 89,087 91,112 Total deferred tax liabilities 183,161 151,127 Total deferred tax assets (liabilities), net (1) $ 120,606 $ ( 5,661 ) ______________________________________________________ (1) As of December 31, 2023, deferred tax assets (liabilities), net, is included in Other long-term assets on our consolidated balance sheets. As of December 31, 2022, deferred tax assets (liabilities), net, is included in Other liabilities on our consolidated balance sheets. We have NOL carryforwards as of December 31, 2023 of $ 0.9 billion for federal income tax purposes. If not utilized, approximately $ 0.7 billion of our NOL carryforwards will expire during 2030 through 2037. Approxim ately $ 0.2 billion of our NOL carryforwards do not expire. We do not have any unrecognized tax benefits as of December 31, 2023. F-52 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 Note 23— Segment Information We report the results for the following four reportable segments: (i) Refining, (ii) Logistics, (iii) Retail, and (iv) Corporate and Other. Summarized financial information concerning reportable segments consists of the following (in thousands): For the year ended December 31, 2023 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,969,480 $ 260,779 $ 592,480 $ ( 590,784 ) $ 8,231,955 Cost of revenues (excluding depreciation) 6,845,834 145,944 437,198 ( 590,867 ) 6,838,109 Operating expense (excluding depreciation) 373,612 24,450 87,525 — 485,587 Depreciation and amortization 81,017 25,122 11,462 2,229 119,830 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 91,447 91,447 Equity earnings from refining and logistics investments ( 7,363 ) ( 4,481 ) — — ( 11,844 ) Acquisition and integration costs — — — 17,482 17,482 Par West redevelopment and other costs — — — 11,397 11,397 Loss (gain) on sale of assets, net 219 — ( 308 ) 30 ( 59 ) Operating income (loss) $ 676,161 $ 69,744 $ 56,603 $ ( 122,502 ) $ 680,006 Interest expense and financing costs, net ( 72,450 ) Debt extinguishment and commitment costs ( 19,182 ) Other expense, net ( 53 ) Equity earnings from Laramie Energy, LLC 24,985 Income before income taxes 613,306 Income tax benefit 115,336 Net income $ 728,642 Total assets $ 2,904,563 $ 530,214 $ 256,711 $ 172,462 $ 3,863,950 Goodwill 39,821 55,232 34,222 — 129,275 Capital expenditures 42,711 18,916 18,801 1,849 82,277 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 590.8 million for the year ended December 31, 2023. F-53 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 For the year ended December 31, 2022 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 7,046,060 $ 198,821 $ 570,206 $ ( 493,302 ) $ 7,321,785 Cost of revenues (excluding depreciation) 6,332,694 109,458 428,712 ( 494,850 ) 6,376,014 Operating expense (excluding depreciation) 236,989 14,988 81,229 — 333,206 Depreciation and amortization 65,472 20,579 10,971 2,747 99,769 Impairment expense — — — — — General and administrative expense (excluding depreciation) — — — 62,396 62,396 Acquisition and integration costs — — — 3,663 3,663 Par West redevelopment and other costs 9,003 — — — 9,003 Loss (gain) on sale of assets, net 1 ( 253 ) 56 27 ( 169 ) Operating income (loss) $ 401,901 $ 54,049 $ 49,238 $ ( 67,285 ) $ 437,903 Interest expense and financing costs, net ( 68,288 ) Debt extinguishment and commitment costs ( 5,329 ) Gain on curtailment of pension obligation — Other income, net 613 Income before income taxes 364,899 Income tax expense ( 710 ) Net income $ 364,189 Total assets $ 2,580,298 $ 412,336 $ 244,233 $ 43,780 $ 3,280,647 Goodwill 39,821 55,232 34,272 — 129,325 Capital expenditures 31,967 12,094 7,652 1,312 53,025 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 493.3 million for the year ended December 31, 2022. F-54 PAR PACIFIC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2023, 2022, and 2021 For the year ended December 31, 2021 Refining Logistics Retail Corporate, Eliminations, and Other (1) Total Revenues $ 4,471,111 $ 184,734 $ 456,416 $ ( 402,172 ) $ 4,710,089 Cost of revenues (excluding depreciation) 4,306,371 96,828 337,476 ( 402,201 ) 4,338,474 Operating expense (excluding depreciation) 203,511 14,722 71,845 — 290,078 Depreciation and amortization 58,258 22,044 10,880 3,059 94,241 Impairment expense 1,838 — — — 1,838 General and administrative expense (excluding depreciation) — — — 48,096 48,096 Acquisition and integration costs — — — 87 87 Par West redevelopment and other costs 9,591 — — — 9,591 Loss (gain) on sale of assets, net ( 19,659 ) ( 19 ) ( 45,034 ) 15 ( 64,697 ) Operating income (loss) $ ( 88,799 ) $ 51,159 $ 81,249 $ ( 51,228 ) $ ( 7,619 ) Interest expense and financing costs, net ( 66,493 ) Debt extinguishment and commitment costs ( 8,144 ) Gain on curtailment of pension obligation 2,032 Other expense, net ( 52 ) Loss before income taxes ( 80,276 ) Income tax expense ( 1,021 ) Net loss $ ( 81,297 ) Total assets $ 1,928,987 $ 398,182 $ 228,245 $ 14,837 $ 2,570,251 Goodwill 39,821 55,232 32,209 — 127,262 Capital expenditures 15,689 6,801 5,917 1,126 29,533 ________________________________________________________ (1) Includes eliminations of intersegment revenues and cost of revenues of $ 402.2 million for the year ended December 31, 2021. F-55 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) BALANCE SHEETS (in thousands, except share data) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 10,369 $ 2,547 Restricted cash 339 331 Total cash, cash equivalents, and restricted cash 10,708 2,878 Prepaid and other current assets 4,767 2,229 Due from subsidiaries 380,159 229,431 Total current assets 395,634 234,538 Property, plant, and equipment Property, plant, and equipment 21,350 19,865 Less accumulated depreciation and amortization ( 16,487 ) ( 14,967 ) Property, plant, and equipment, net 4,863 4,898 Long-term assets Operating lease right-of-use (“ROU”) assets 7,005 2,649 Investment in subsidiaries 1,070,518 487,943 Other long-term assets 726 723 Total assets $ 1,478,746 $ 730,751 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 4,991 $ 4,176 Accrued taxes — 47 Operating lease liabilities — 787 Other accrued liabilities 947 511 Due to subsidiaries 128,922 77,420 Total current liabilities 134,860 82,941 Long-term liabilities Operating lease liabilities 8,462 3,273 Total liabilities 143,322 86,214 Stockholders’ equity Preferred stock, $ 0.01 par value: 3,000,000 shares authorized, none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022, 59,755,844 shares and 60,470,837 shares issued at December 31, 2023 and December 31, 2022, respectively 597 604 Additional paid-in capital 860,797 836,491 Accumulated earnings (deficit) 465,856 ( 200,687 ) Accumulated other comprehensive income (loss) 8,174 8,129 Total stockholders’ equity 1,335,424 644,537 Total liabilities and stockholders’ equity $ 1,478,746 $ 730,751 This statement should be read in conjunction with the notes to consolidated financial statements. F-56 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2023 2022 2021 Operating expenses Depreciation and amortization $ 1,618 $ 2,131 $ 2,452 Loss (gain) on sale of assets, net 30 27 15 General and administrative expense (excluding depreciation) 29,258 17,882 12,435 Acquisition and integration costs — 3,396 87 Total operating expenses 30,906 23,436 14,989 Operating loss ( 30,906 ) ( 23,436 ) ( 14,989 ) Other income (expense) Interest expense and financing costs, net ( 24 ) ( 1 ) ( 2,600 ) Other income (expense), net 44 ( 20 ) ( 33 ) Equity in earnings (losses) from subsidiaries 759,528 388,008 ( 63,649 ) Total other income (expense), net 759,548 387,987 ( 66,282 ) Income (loss) before income taxes 728,642 364,551 ( 81,271 ) Income tax benefit (expense) — ( 362 ) ( 26 ) Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) This statement should be read in conjunction with the notes to consolidated financial statements. F-57 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) Other comprehensive income: (1) Other post-retirement benefits income, net of tax 45 5,627 6,244 Total other comprehensive income, net of tax 45 5,627 6,244 Comprehensive income (loss) $ 728,687 $ 369,816 $ ( 75,053 ) ____________________________________________________ (1) Other comprehensive income relates to benefit plans at our subsidiaries. This statement should be read in conjunction with the notes to consolidated financial statements. F-58 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT PAR PACIFIC HOLDINGS, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 728,642 $ 364,189 $ ( 81,297 ) Adjustments to reconcile net income (loss) to cash used in operating activities: Depreciation and amortization 1,618 2,131 2,452 Non-cash interest expense — — 1,364 Loss (gain) on sale of assets, net 30 27 15 Stock-based compensation 11,633 9,353 8,165 Equity in losses (income) of subsidiaries ( 759,528 ) ( 388,008 ) 63,649 Net changes in operating assets and liabilities: Prepaid and other assets ( 2,541 ) 13,436 1,318 Accounts payable, other accrued liabilities, and operating lease ROU assets and liabilities 1,113 2,651 ( 1,380 ) Net cash provided by (used in) operating activities ( 19,033 ) 3,779 ( 5,714 ) Cash flows from investing activities: Investments in subsidiaries ( 76,000 ) — ( 146,056 ) Distributions from subsidiaries 167,181 — 90,183 Capital expenditures ( 1,849 ) ( 1,311 ) ( 1,126 ) Due to (from) subsidiaries ( 13,408 ) 5,645 29,752 Net cash provided by (used in) investing activities 75,924 4,334 ( 27,247 ) Cash flows from financing activities: Proceeds from sale of common stock, net of offering costs — — 87,193 Proceeds from borrowings — — 12,364 Repayments of borrowings — ( 9,319 ) ( 62,111 ) Purchase of common stock for retirement ( 67,821 ) ( 7,834 ) ( 2,145 ) Exercise of stock options 17,129 6,444 58 Other financing activities, net 1,631 1,058 1,208 Net cash provided by (used in) financing activities ( 49,061 ) ( 9,651 ) 36,567 Net increase (decrease) in cash, cash equivalents, and restricted cash 7,830 ( 1,538 ) 3,606 Cash, cash equivalents, and restricted cash at beginning of period 2,878 4,416 810 Cash, cash equivalents, and restricted cash at end of period $ 10,708 $ 2,878 $ 4,416 Supplemental cash flow information: Net cash received (paid) for: Interest $ — $ ( 3 ) $ ( 1,230 ) Taxes ( 5,902 ) ( 15 ) 27 Non-cash investing and financing activities: Accrued capital expenditures $ 136 $ 372 $ 131 ROU assets obtained in exchange for new finance lease liabilities — — — ROU assets obtained in exchange for new operating lease liabilities 8,161 — 165 This statement should be read in conjunction with the notes to consolidated financial statements. F-59 Item 16. FORM 10-K SUMMARY None. F-60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 29, 2024. PAR PACIFIC HOLDINGS, INC. By: /s/ William Pate William Pate Chief Executive Officer By: /s/ Shawn Flores Shawn Flores Senior Vice President and Chief Financial Officer F-61 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on our behalf and in the capacities indicated and on February 29, 2024. Signature Title /s/ WILLIAM PATE Chief Executive Officer and Director (Principal Executive Officer) William Pate /s/ WILLIAM MONTELEONE President and Director William Monteleone /s/ SHAWN FLORES Senior Vice President and Chief Financial Officer (Principal Financial Officer) Shawn Flores /s/ IVAN GUERRA Chief Accounting Officer (Principal Accounting Officer) Ivan Guerra /s/ MELVYN N. KLEIN Chairman Emeritus Melvyn N. Klein /s/ ROBERT S. SILBERMAN Chairman of the Board of Directors Robert S. Silberman /s/ TIMOTHY CLOSSEY Director Timothy Clossey /s/ CURTIS ANASTASIO Director Curtis Anastasio /s/ WALTER A. DODS, JR. Director Walter A. Dods, Jr. /s/ KATHERINE HATCHER Director Katherine Hatcher /s/ ANTHONY CHASE Director Anthony Chase /s/ PHILIP DAVIDSON Director Philip Davidson /s/ PATRICIA MARTINEZ Director Patricia Martinez /s/ AARON ZELL Director Aaron Zell F-62