What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-28 compared with 2024-02-29 · 91 added, 75 removed, 312 unchanged (35% of the section changed)

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This network includes an 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 the Rocky Mountain region.

West Coast and Hawaii, and in areas ranging from the state of Washington to the Dakotas and Wyoming.

As of December 31, 2024, we owned a 46% equity investment in Laramie Energy, LLC (“Laramie Energy”), an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

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Energy prices are, among other factors, indicators of inflation, and the U.S.

Federal Reserve (the “Fed”) has taken significant steps to curb inflation, and continued to increase interest rates in 2023, from near zero percent at the beginning of 2022 to a range of 5.25% to 5.5% in December 2023.

These actions by the Fed acted to lower U.S.

inflation rates, which have decreased 3.4% year over year as of the December inflation report released in January 2024.

retail price for regular-grade gasoline averaged $3.52 per gallon in 2023, following gasoline price highs of approximately $5.01 per gallon in the summer of 2022.

This decline was due, in part, to lower crude oil prices in 2023 compared with 2022 and higher gasoline inventories in the second half of 2023.

The COVID-19 Pandemic.

Subsequent to the pandemic, and various preventive and mitigating measures taken in response, refined product demand has largely returned to 2019 levels.

Despite global additions to refining capacity, the availability of refining capacity has not kept pace with demand, and global refinery utilization is above normal levels.

Consequently, refining product margins have been consistently above pre-pandemic margins since the spring of 2022.

Federal Reserve (the “Fed”) has taken significant steps to curb inflation.

After aggressively raising interest rates in 2022 and early 2023 to bring down inflation, the Fed cut interest rates in 2024 in response to positive indicators of economic growth, including easing labor market conditions and lower inflation.

Interest rates decreased to a range of 4.25% to 4.50% in December 2024 from 5.25% to 5.50% in December 2023.

Crude oil pricing decreased in 2024 compared to 2023.

Brent crude oil pricing averaged $79.86 per barrel in 2024 compared to $82.17 per barrel in 2023.

retail price for regular-grade gasoline averaged $3.30 per gallon in 2024 compared to $3.52 per gallon in 2023.

This decline was due, in part, to lower crude oil prices in 2024 compared to 2023, as noted above, as well as lower global demand primarily driven by decreased demand in China.

The International Energy Agency (“IEA”) revised its forecast in its February 2025 Oil Market Report, which projected higher global oil demand in 2025 citing China, India, and other emerging Asian economies as the primary sources of growth.

Geopolitical Conflicts.

Given the nature of our operations, including sourcing crude oil and feedstocks, geopolitical conflicts may affect our business and results of operations.

The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all disrupted global trade patterns, increased crude oil price volatility, and increased freight costs and delivery times.

The Russia-Ukraine war, the Israel-Palestine conflict, Houthi attacks in the Red Sea, and Iranian activities in the Strait of Hormuz have all continued to disrupt global trade patterns, increase crude oil price volatility, and increase freight costs and delivery times.

The overall effect of these conflicts and actions taken to limit the purchase of Russian petroleum products in response to the Russia-Ukraine war have raised the operating costs of many European and other refineries.

We continue to actively monitor the impact of these and other global situations on our people, operations, financial condition, liquidity, suppliers, customers, and industry, and are actively responding to the impacts that these matters have on our business.

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We believe the configuration of our Hawaii refinery uniquely fits the demands of the Hawaii market.

We believe the 3-1-2 Singapore Crack Spread is the most representative market indicator for our Hawaii operations.

The 3-1-2 Singapore Crack Spread is computed by taking one barrel of gasoline and two barrels of distillates (diesel and jet fuel) from three barrels of Brent crude oil.

Prior to 2025, the 3-1-2 Singapore Crack Spread was the most representative market indicator for our Hawaii operations, which was computed by taking one barrel of gasoline and two barrels of distillates (diesel and jet fuel) from three barrels of Brent crude oils.

Beginning in 2025, we established the Hawaii Index as a new benchmark for our Hawaii operations.

We believe the Hawaii Index, which incorporates market cracks and landed crude oil differentials, better reflects the key drivers impacting our Hawaii refinery’s financial performance compared to prior reported market indices.

The Hawaii Index is calculated as the Singapore 3.1.2 Product Crack, which is made up of the same components as the 3-1-2 Singapore Crack Spread, less the Par Hawaii Refining, LLC (“PHR”) crude differential.

Montana Refinery.

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The Montana refinery is a high-conversion, complex facility that processes low-cost Western Canadian and regional Rocky Mountain crude oil to produce gasoline, distillate, asphalt, and other products to serve the Rocky Mountain region.

Our Montana refinery assets include a 65% interest in an adjacent co-generation facility.

We believe the RVO Adjusted USGC 3-2-1 is the most representative market indicator for our operations in Billings, Montana.

The RVO Adjusted USGC 3-2-1 Index is computed by taking three barrels of WTI crude oil and converting them into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost.

Our Montana refinery assets include a 65% interest in YELP, which owns an adjacent co-generation facility.

Prior to 2025, the RVO Adjusted USGC 3-2-1 Index was the most representative market indicator for our operations in Billings, Montana, which was computed by taking three barrels of WTI crude oil and converting them into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost.

Beginning in 2025, we established the Montana

Index as a new benchmark for our Montana refinery.

We believe the Montana Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Montana refinery’s financial performance compared to prior reported market indices.

Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Montana refinery’s refined product sales price compared to prior reported market indices.

The Montana Index is calculated as the Montana 6.3.2.1 Product Crack less Montana crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense, taxes and tariffs, and product discounts.

The Montana 6.3.2.1 Product Crack is calculated by taking three parts gasoline (Billings E10 and Spokane E10), two parts distillate (Billings ULSD and Spokane ULSD), and one part asphalt (Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.

Asphalt pricing is lagged by one month.

The Montana crude cost is calculated as 60% WCS differential to WTI, 20% MSW differential to WTI, and 20% Syncrude differential to WTI.

The Montana crude cost is lagged by three months and includes an inflation adjusted crude delivery cost.

Other costs of sales and crude delivery costs are based on historical averages and management estimates.

Washington Refinery.

Our Washington refinery is located in Tacoma, Washington, and is rated a t 42 Mbpd throughput capacity.

The Washington refinery’s major processing units produce ULSD, jet fuel, gasoline, asphalt, and other associated refined products that are primarily marketed in the Pacific Northwest.

We believe the RVO Adjusted Pacific Northwest 3-1-1-1 Index is the most representative market indicator for our operations in Tacoma, Washington with improved historical correlations to our reported adjusted gross margin compared to prior reported indices.

The RVO Adjusted Pacific Northwest 3-1-1-1 Index is computed by taking one part gasoline (PNW sub-octane), one part distillate (PNW ULSD), and one part VGO (USGC VGO) as created from three barrels of WTI Crude, less 100% of the RVO cost for gasoline and distillate.

January 2024, our Washington refinery was awarded the U.S.

Our Washington refinery is located in Tacoma, Washington, and is rated at 42 Mbpd throughput capacity.

The Washington refinery’s major processing units produce ULSD, jet fuel, gasoline, asphalt, and other associated refined products that are primarily marketed in the Pacific Northwest (“PNW”).

Prior to 2025, the RVO Adjusted Pacific Northwest 3-1-1-1 Index was the most representative market indicator for our operations in Tacoma, Washington, which was computed by taking one part gasoline (PNW sub-octane), one part distillate (PNW ULSD), and one part VGO (USGC VGO) as created from three barrels of WTI Crude, less 100% of the RVO cost for gasoline and distillate.

Beginning in 2025, we established the Washington Index as a new benchmark for our Washington refinery.

We believe the Washington Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Washington refinery’s financial performance compared to prior reported market indices.

Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Washington refinery’s refined product sales price compared to prior reported market indices.

The Washington Index is calculated as the Washington 3.1.1.1 Product Crack, less Washington crude costs, less other costs of sales, including inflation-adjusted product delivery costs, yield loss expense and state and local taxes.

The Washington 3.1.1.1 Product Crack is calculated by taking one part gasoline (Tacoma E10), one part distillate (Tacoma ULSD) and one part secondary products (USGC VGO and Rocky Mountain Rail Asphalt) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.

Asphalt pricing is lagged by one month.

The Washington crude cost is calculated as 67% Bakken Williston differential to WTI and 33% WCS Hardisty differential to WTI.

The Washington crude cost is lagged by one month and includes an inflation adjusted crude delivery cost.

Other costs of sales and crude delivery costs are based on historical averages and management’s estimates.

In January 2024, our Washington refinery was awarded the U.S.

Environmental Protection Agency’s (“EPA”) ENERGY STAR certification, indicating the refinery performs in the top 25% of similar facilities nationwide for energy efficiency and meets strict energy efficiency performance levels set by the EPA.

Wyoming Refinery.

Our Wyoming refinery is located in Newcastle, Wyoming, and is rated at 20 Mbpd thr oughput capacity.

Our Wyoming refinery is located in Newcastle, Wyoming, and is rated at 20 Mbpd throughput capacity.

The Wyoming refinery’s major processing units produce gasoline, ULSD, jet fuel, and other associated refined products.

We believe the RVO Adjusted USGC 3-2-1 the most representative market indicator for our Wyoming refining and fuel distribution operations with improved historical correlations to our reported adjusted gross margin compared to prior reported indices.

Please read the discussion of the RVO Adjusted USGC 3-2-1 Index in the Montana refinery section above for further information.

Prior to 2025, the RVO Adjusted USGC 3-2-1 Index was the most representative market indicator for our operations in Wyoming.

Beginning in 2025, we established the Wyoming Index as a new benchmark for our Wyoming refinery.

We believe the Wyoming Index, which incorporates local market cracks, regional crude oil prices, and management’s estimates for other costs of sales, better reflects the key drivers impacting our Wyoming refinery’s financial performance compared to prior reported market indices.

Beginning in 2025, market cracks have been updated to reflect local market product pricing, which better reflects our Wyoming refinery’s refined product sales price compared to prior reported market indices.

The Wyoming Index is calculated as the Wyoming 2.1.1 Product Crack, less Wyoming crude costs, less other cost of sales, including inflation adjusted product delivery costs and yield loss expense, based on historical averages and management estimates.

The Wyoming 2.1.1 Product Crack is calculated by taking one part gasoline (Rockies gasoline) and one part distillate (USGC ULSD and USGC Jet) as created from a barrel of WTI crude oil, less 100% of the RVO cost for gasoline and ULSD.

The Wyoming crude cost is calculated as the Bakken Guernsey differential to WTI on a one-month lag.

In January 2024, our Wyoming refinery was also awarded the EPA’s ENERGY STAR certification.

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Hawaii Market

Hawaii’s visitor industry is the primary driver of the state’s economy.

In August 2023, the Maui wildfires dominated news headlines and the tragic event had a significant impact in Maui County.

According to data from Hawaii’s State Department of Business, Economic Development and Tourism (“DBEDT”), between August and October 2023, visitor arrivals by air to Maui County decreased 51.4 percent compared to the same period in 2022.

The University of Hawaii Economic Organization (“UHERO”), however, noted that the Maui visitor industry is recovering faster than anticipated and visitors to the rest of the state have reached record levels.

Per DBEDT, 9.6 million visitors arrived in Hawaii in 2023, a 4% increase from 9.2 million in 2022.

Total arrivals declined 7% when compared to 10.4 million visitors in pre-pandemic 2019.

Most of these visitors were domestic travelers;

the Japanese market recovery is slower due to the relative weakness of the yen to the U.S.

This leaves Hawaii’s dependence on the U.S.

market unusually high.

The total number of visitors to Hawaii is expected to be essentially flat in 2024 with an expected return to moderate growth in 2025.

In 2023, overall total visitor spending rose to $20.8 billion, compared to $19.7 billion in 2022 and $17.7 billion in 2019.

Overall, UHERO expects Hawaii’s job growth to be about 1% in 2024.

According to DBEDT, the state unemployment rate is expected to be 3.0% in 2023, and will improve to 2.8% in 2024, 2.6% in 2025, and 2.4% in 2026.

As measured by the Honolulu Consumer Price Index for Urban Consumers, inflation is expected to be 2.8% in 2023, lower than the projected U.S.

consumer inflation rate of 4.1% for 2023.

Hawaii consumer inflation is expected to decrease to 2.2% by 2026.

Hawaii is largely dependent on the visitor industry which impacts the state’s fuel consumption, particularly jet fuel.

The state experienced a projected overall decrease of 0.6% in visitor arrivals in 2024, according to the Hawaii Department of Business, Economic Development and Tourism (“DBEDT”).

However, Hawaii expects to see an increase in visitor arrivals in 2025, as the Japanese visitor market begins to recover.

A full recovery is not expected until 2027, when 10.4 million visitors are projected.

Visitor spending is projected to be $20.6 billion in 2024, and is expected to increase to $23.2 billion by 2027.

In 2024, the construction industry was the largest contributor to the economy and job growth.

According to DBEDT, Hawaii’s construction industry has been growing continuously over the past decade and the total value of construction, as measured by the contracting tax base, reached $11.8 billion in 2023.

During the first half of 2024, the contracting tax base totaled $6.5 billion or a 14.8% increase from the same period in 2023.

Construction payroll jobs reached 43,300 in October 2024, a historic record high level for Hawaii.

Based on DBEDT’s analysis, the value of private building permits increased 28.6% during the first 10 months of 2024.

A total of $9.8 billion in government contracts were awarded in calendar years 2022, and 2023, and these awards are projected to have a lasting, positive impact for several years.

Private residential and government construction is expected to lead construction activity in 2025 and be one of the main drivers for economic growth in the next few years.

The statewide unemployment rate was 3% for the first 10 months of 2024, which put Hawaii at the eighth lowest in the nation.

Hawaii unemployment has been below the U.S.

national average since July 2021, and, in October 2024, Hawaii’s unemployment rate was 1% lower than the national average.

Mainland Markets

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Spokane is a regional hub in eastern Washington, with a population of over a half million and a variety of employers in health care, retail, and other industries.

According to the Spokane City Department of Economic Development, the unemployment rate was 3.4% through September 2023, and the average annual wage was $62 thousand in the first quarter of 2023 in positions covered by unemployment insurance.

According to the Spokane City Department of Economic Development, the unemployment rate

was 4.8% through July 2024, and the average annual wage was $62 thousand in the fourth quarter of 2023 in positions covered by unemployment insurance.

A significant portion of the products produced by our Washington refinery stay within the Puget Sound region.

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The South Dakota economy is anchored by tourism, including visitors to Mount Rushmore and the Black Hills, as well as government and health care spending.

According to the South Dakota Department of Tourism, visitor spending has increased in 2023, above pre-pandemic levels.

South Dakota welcomed 14.7 million visitors for the year, resulting in visitor spending of approximately $5.0 billion in 2023, an increase of 4.9% compared to 2022 and 22% over the pre-pandemic spending heights reached in 2019.

Additionally, $1.1 billion, or 22%, of tourism dollars were spent on transportation services, representing an increase of nearly 17% over pre-pandemic transportation spending.

According to the South Dakota Department of Tourism, visitor spending increased in 2024.

South Dakota welcomed 14.9 million visitors for the year, resulting in visitor spending of approximately $5.1 billion in 2024, an increase of 2.8% compared to 2023, due to a 5.4% increase driven by short-term rental price and demand increases.

Additionally, $1.1 billion, or 21%, of tourism dollars were spent on transportation services in 2024, a decrease of 1% compared to 2023, due to decline in gas prices as most visitors arrive by car.

A significant portion of the products produced by our Montana refinery serve a robust economy that includes the states of Montana, Wyoming, Colorado, Idaho, Utah, eastern Washington, and the Dakotas.

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As of December 31, 2024, we owned a 46% equity investment in Laramie Energy, an entity focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado.

As of June 30, 2020, we discontinued the application of the equity method of accounting for our investment in Laramie Energy because the book value of such investment had been reduced to zero.

Effective February 21, 2023, we resumed the application of the equity method of accounting with respect to our investment in Laramie Energy.

Effective February 21, 2023, we resumed the application of the equity method of accounting with respect to our investment in Laramie Energy, which was previously reduced to a book value of zero.

The balance of our investment in Laramie Energy was $12.5 million as of December 31, 2024.

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Although no assurances can be made, we believe that, absent the occurrence of an extraordinary event, compliance with existing federal, state, and local laws, regulations, and rules regulating the release of materials in the environment or otherwise relating to the protection of human health, safety, and the environment will not have a material effect upon our capital expenditures, earnings, or competitive position with respect to our existing assets and operations.

We cannot predict what effect additional regulation or legislation, enforcement policies, and claims for damages to property, employees, other persons, and the environment resulting from our operations could have on our activities.

predict what effect additional regulation or legislation, enforcement policies, and claims for damages to property, employees, other persons, and the environment resulting from our operations could have on our activities.

Periodically, we receive communications from various federal, state, and local governmental authorities asserting violations of environmental laws and/or regulations.

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These include a low-carbon fuel standard (“LCFS”) designed to reduce the carbon intensity of transportation fuels by twenty percent by 2038 and a “cap and trade”-style program for GHG emissions covering industrial facilities and transportation fuels starting in 2023.

The Washington Department of Ecology (“WDOE”) issued final rules implementing the LCFS effective on January 1, 2023, implementing requirements that are now in effect and will gradually reduce the carbon intensity of fuels sold in the state over time by annually lowering that limit.

The Washington Department of Ecology (“WDOE”) issued final rules implementing the LCFS effective on January 1, 2023, and requirements are now in effect and will gradually reduce the carbon intensity of fuels sold in the state over time by annually lowering that limit.

The WDOE has also issued final rules with respect to the “cap and trade”-style program with an effective date of November 1, 2022, with credit allocations and auctions commencing during 2023.

While these programs are not expected to result in a material impact to earnings in the immediate term, both programs involve gradual tightening of standards over time and will likely require us to take additional actions or credit purchases, some of which may eventually be material.

These programs have required us to take additional action to meet the standards set under the aforementioned laws, however this activity did not have a material impact on earnings in 2023 or 2024.

Both programs involve

gradual tightening of standards over time which will likely require us to take additional actions or credit purchases, some of which may eventually be material.

Both programs are likely to reduce transportation fuel demand.

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Additional regulatory, legislative, and judicial developments are likely to occur in the future.

The Administration’s return to the Paris Climate Accord, actions voiding the prior Administration’s orders on the social cost of carbon, and efforts to develop a “whole of government” strategy to aggressively address climate change issues suggest the imminence of such changes.

Such developments may affect how these GHG initiatives will impact us.

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We, and other refiners subject to the RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties.

To the extent that refiners will not or cannot blend renewable fuels into the products they produce

in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as Renewable Identification Numbers (“RINs”), to maintain compliance.

To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as Renewable Identification Numbers (“RINs”), to maintain compliance.

To the extent that we exceed the minimum volumetric requirements for blending of renewable fuels, we can retain these RINs for current or future RFS compliance or sell those on the open market.

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However, in 2022, EPA generally denied all small refinery exemption petitions, including ours.

Litigation surrounding the 2022 RFS volumetric requirements and other aspects of those final rules, including the EPA’s denial of small refinery relief, is ongoing in Wynnewood Ref.

Co., LLC v EPA.

The RFS may present production and logistics challenges for both the renewable fuels and the petroleum refining and marketing industries in that we may have to enter into arrangements to purchase RINs with other parties or purchase cellulosic biofuels RINs (“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.

Litigation surrounding the 2022 RFS volumetric requirements and other aspects of those final rules, including the EPA’s denial of small refinery relief, is ongoing in several cases.

On July 26, 2024,

Circuit in Sinclair Wyoming Refining Company v.

EPA sided with several small refinery petitioners and remanded the applicable exemption petition denials to EPA for reconsideration.

The RFS presents production and logistics challenges for both the renewable fuels and the petroleum refining and marketing industries in that we may have to enter into arrangements to purchase RINs with other parties or purchase cellulosic biofuels RINs (“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.

In October 2010, the EPA issued a partial waiver decision under the federal CAA to allow for an increase in the amount of ethanol permitted to be blended into gasoline from 10% (“E10”) to 15% (“E15”) for 2007 and newer light duty motor vehicles.

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however, increased renewable fuel in the nation’s transportation fuel supply could reduce demand for our refined products.

On January 21, 2025, President Trump urged EPA to consider issuing emergency fuel waivers to allow year-round sales of E15 to meet any projected temporary shortfalls in gasoline supply across the nation.

In March 2014, the EPA published a final Tier 3 gasoline standard that requires, among other things, that gasoline contain no more than 10 parts per million (“ppm”) sulfur on an annual average basis and no more than 80 ppm sulfur on a per-gallon basis.

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In addition to federal requirements, several states, including Washington, have proposed or enacted low carbon fuel standards applicable to transportation fuels.

The Washington LCFS creates a carbon intensity score for transportation fuels and require fuel producers and importers who fall short of increasingly stringent annual carbon intensity goals to purchase credits.

The Washington LCFS creates a carbon intensity score for transportation fuels and requires fuel producers and importers who fall short of increasingly stringent annual carbon intensity goals to purchase credits.

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.

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While this “petroleum exclusion” lessens the significance of our operations, we may generate wastes that may fall within CERCLA’s definition of a “hazardous substance” in the course of our ordinary refining operations.

Although we and, to our knowledge, our predecessors have used operating and disposal practices that were

standard in the industry at the time, “hazardous substances” may have been disposed or released on, under, or from the properties currently or historically owned or leased by us or on, under, or from other locations where these wastes have been taken for disposal.

Although we and, to our knowledge, our predecessors have used operating and disposal practices that were standard in the industry at the time, “hazardous substances” may have been disposed or released on, under, or from the properties currently or historically owned or leased by us or on, under, or from other locations where these wastes have been taken for disposal.

At this time, we do not believe that we have any material liability associated with any Superfund site and we have not been notified of any claim, liability, or damages under CERCLA.

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The EPA continues to review and, in many cases, tighten ambient air quality standards, which standards, along with the advancement of pollution control technologies, could result in new regulatory and permit requirements that will impact our refining activities and involve additional costs.

The EPA also regularly conducts compliance inspections related to these requirements.

On September 29, 2015, the EPA announced a final rule updating standards that control toxic air emissions from petroleum refineries, addressing, among other things, flaring operations, fence line air quality monitoring, and additional emission reductions from storage tanks and delayed coking units.

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Hawaii Consent Decree

On July 18, 2016, Par Hawaii Refining, LLC (“PHR”) and subsidiaries of Tesoro Corporation (“Tesoro”) entered into a consent decree with the EPA, the U.S.

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 requirements under the Consent Decree.

On September 29, 2023, we

received a letter from EPA related to the alleged violation of certain air emissions limits, controls, monitoring, and repair requirements under the Consent Decree and the Clean Air Act.

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.

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Refining and Logistics

Diversity and Inclusion

Par is focused on recruiting and developing a diverse workforce.

We prioritize outreach activities that increase the diversity of applicants for open positions and actively ensure that all open positions are posted on job boards that target female, minority, disabled, and military veteran candidates.

We work to develop relationships with local organizations that provide services to historically underserved populations and make them aware of career opportunities at Par.

As of December 31, 2023, our workforce consisted of 39% minorities, 32% women, 6% protected veterans, and 4% employees with disabilities.

Par is committed to maintaining a safe, respectful, and inclusive workplace.

A work environment that values all employees and their contributions is critical to our success in that it enables each employee to bring their unique perspectives to work each day.

By embracing our differences and viewing diversity and inclusion as assets, we are able to realize our full and creative potential.

We actively train our management on why diversity and inclusion are critical in the workplace, enabling them to demonstrate allyship and embrace the differences of others, whether cultural or simply diversity of thought.

Par is proud to foster an environment where all employees feel safe, heard, and valued and where there is a commitment to creating a greater representation of opinions, backgrounds, and experiences.

Culture and Values

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We value the unique heritage, experiences, and contributions of everyone we get to work with and serve.

Our commitment to doing the right thing with the highest ethical standards enables us to achieve our best results.

As we pursue growth and success, we believe it is important to keep our people safe, to value our diversity, and to protect our environment.

Our commitment to doing

the right thing with the highest ethical standards enables us to achieve our best results.

As we pursue growth and success, we believe it is important to keep our people safe and to protect our environment.

We offer highly competitive compensation, be nefit, and time-off packages to promote employee fulfillment and work-life balance.

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In addition, management’s assumptions about future events may prove to be inaccurate.

All readers are cautioned that the forward-

looking statements contained in this Annual Report on Form 10-K are not guarantees of future performance and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur.

All readers are cautioned that the forward-looking statements contained in this Annual Report on Form 10-K are not guarantees of future performance and we cannot assure any reader that such statements will be realized or that the forward-looking events and circumstances will occur.

Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors described in “Item 1A.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business