# PAR Pacific Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2023

- Company: [PAR Pacific Holdings, Inc.](/companies/parr.md) (CIK 821483)
- Form: 10-Q
- Filed: 2023-11-08
- Accepted by EDGAR: Nov 8, 2023, 17:14 ET
- Period: 2023-09-30
- Accession: 0000821483-23-000047
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/821483/000082148323000047/parr-20230930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/821483/000082148323000047/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $2.58bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $6.05bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2023-07-01 to 2023-09-30 | $196.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-01-01 to 2023-09-30 | $504.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-07-01 to 2023-09-30 | $20.8m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-01-01 to 2023-09-30 | $52.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-07-01 to 2023-09-30 | $4.6m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-01 to 2023-09-30 | $6.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | $171.4m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | $439.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-07-01 to 2023-09-30 | $2.79 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-01 to 2023-09-30 | $7.18 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-01 to 2023-09-30 | $2.85 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-01 to 2023-09-30 | $7.29 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-01 to 2023-09-30 | 61,404,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-01-01 to 2023-09-30 | 61,144,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | $581.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-07-01 to 2023-09-30 | $23.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Capital expenditure | 9 months, 2023-01-01 to 2023-09-30 | $53.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months, 2023-01-01 to 2023-09-30 | $32.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-09-30 | $347.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-09-30 | $2.18bn | us-gaap:AssetsCurrent |
| Total assets | at 2023-09-30 | $3.89bn | us-gaap:Assets |
| Current liabilities | at 2023-09-30 | $1.94bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-09-30 | $2.82bn | us-gaap:Liabilities |
| Long-term debt | at 2023-09-30 | $532.7m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-09-30 | $4.3m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-09-30 | $1.07bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 93,465 characters.

### Overview

We are a growing energy company based in Houston, Texas, that provides both renewable and conventional fuels to the western United States.

Our business is organized into three primary segments:

1\) **Refining** - We own and operate four refineries with total operating throughput capacity of 218 thousand barrels per day (“Mbpd”) in Hawaii, Wyoming, Washington, and Montana. On June 1, 2023, we purchased a refinery in Billings, Montana that processes Western Canadian and regional Rocky Mountain crude oil and a 65% interest in an adjacent cogeneration facility.

2\) **Retail** - Our retail outlets in Hawaii, Washington, and Idaho sell gasoline, diesel, and retail merchandise through Hele and “76” branded sites, “nomnom” branded company-operated convenience stores, 7-Eleven operated convenience stores, other sites operated by third parties, and unattended cardlock stations.

3\) **Logistics** - We operate an extensive energy infrastructure network spanning the Pacific, the Northwest, and the Rocky Mountain regions to transport and store crude oil and refined products for our refineries and transport refined products to our retail sites or third-party purchasers. On June 1, 2023, we purchased distribution and logistics assets in the upper Rockies region, including the wholly owned 70-mile, 55 Mbpd Silvertip Pipeline, a 40% interest in the 750-mile, 65 Mbpd Yellowstone refined products pipeline, and four wholly owned and three joint venture refined product terminals.

As of September 30, 2023, we owned a 46.0% equity investment in Laramie Energy. Laramie Energy is focused on developing and producing natural gas in Garfield, Mesa, and Rio Blanco counties, Colorado. As noted in the Refining and Logistics discussions above, as of September 30, 2023 through the Billings Acquisition, we own a 65% and a 40% equity investment in YELP and YPLC, respectively.

We have four reportable segments: (i) Refining, (ii) Retail, (iii) Logistics, and (iv) Corporate and Other. Our Corporate and Other reportable segment primarily includes general and administrative costs, business development expenses associated with renewable fuel projects, and Par West redevelopment and other costs. Please read Note 19—Segment Information to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for detailed information on our operating results by segment.

### Recent Events Affecting Comparability of Periods

Crude oil pricing decreased in 2023 compared to 2022. In 2023, Brent crude oil pricing decreased to $84 per barrel compared to $101 per barrel in 2022. In addition, U.S. retail gasoline prices decreased to $3.62 per gallon in 2023 compared to $3.97 in 2022. Refined product crack spreads in the third quarter of 2023 decreased as compared to the third quarter of 2022, largely driven by the conflict between Russia and Ukraine that escalated in February 2022. The U.S. Energy Information Administration (“EIA”) in its October 2023 short term energy outlook forecasts average Brent crude oil pricing of $95 per barrel in 2024 due to lower crude oil inventories driven by Saudi Arabia’s continued voluntary crude oil production cuts. Brent crude oil spot prices increased in the third quarter of 2023 as U.S commercial crude oil inventories fell to the lowest level since early 2022 at the end of September 2023. In addition, the EIA forecasts that jet fuel consumption will increase by 6% in 2024 and would equal pre-pandemic 2019 consumption driven by strong return of passengers. On April 3, 2023, the Organization of the Petroleum Exporting Countries (“OPEC”) announced a cut to crude oil production of 1.2 MMbpd through the end of 2023. The EIA expects the drop in OPEC crude oil production and the seasonal rise in oil consumption to put upward pressure on crude oil prices. On June 4, 2023, Saudi Arabia, the largest producer in the OPEC cartel, announced an additional 1 MMbpd cut to its production beginning with its July export program. Saudi Arabia announced during early August that those cuts would be extended through the end of the year. As a result, crude oil prices have returned to levels closer to 2022 crude oil prices during the third quarter of 2023. Please read Item 1A. — Risk Factors on our Annual Report on Form 10-K for the year ended December 31, 2022 for further information.

### Results of Operations

### Three months ended September 30, 2023 compared to the three months ended September 30, 2022

***Net Income.*** Our financial results for the third quarter of 2023 declined from net income of $267.4 million for the three months ended September 30, 2022 to $171.4 million for the three months ended September 30, 2023. The decrease was primarily driven by a $71.3 million decrease in refining segment operating income, $7.5 million increase in general and administrative expenses, $4.7 million increase in acquisition and integration expenses related to our Billings Acquisition, $4.5 million increase in tax expense and a $4.0 million decrease in retail segment operating income, partially offset by a $3.1 million improvement in our logistics segment operating income. Please read the discussions of segment and consolidated results below for additional information.

***Adjusted EBITDA and Adjusted Net Income.*** For the three months ended September 30, 2023, Adjusted EBITDA was $255.7 million compared to $214.1 million for the three months ended September 30, 2022. The $41.6 million increase was primarily related to an increase of $45.8 million in our refining segment, partially offset by a decrease of $3.5 million in our retail segment. Please read the discussion of segment results below for additional information.

For the three months ended September 30, 2023, Adjusted Net Income was $193.5 million compared to $172.0 million for the three months ended September 30, 2022. The improvement was primarily related to the factors described above for the increase in Adjusted EBITDA.

### Nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

***Net Income.*** Our financial results improved from net income of $279.5 million for the nine months ended September 30, 2022 to $439.3 million for the nine months ended September 30, 2023. The increase was driven by a $185.5 million increase in refining segment operating income and a $15.1 million increase in retail segment operating income, partially offset by an $18.5 million increase in general and administrative expenses and a $17.1 million increase in acquisitions and integration expenses related to our Billings Acquisition. Please read the discussions of segment and consolidated results below for additional information.

***Adjusted EBITDA and Adjusted Net Income.*** For the nine months ended September 30, 2023, Adjusted EBITDA was $574.2 million compared to $468.5 million for the nine months ended September 30, 2022. The improvement was primarily related to an increase of $94.6 million in our refining segment, an increase of $16.1 million in our retail segment and an increase of $14.2 million in our logistics segment, offset by a decrease due to an increase of $19.2 million in our corporate segment. Please read the discussion of segment results below for additional information.

For the nine months ended September 30, 2023, Adjusted Net Income was $436.6 million compared to $341.9 million for the nine months ended September 30, 2022. The improvement was primarily related to the same factors described above for the increase in Adjusted EBITDA as well as our receipt of a $10.7 million distribution from Laramie Energy, partially offset by a $5.9 million higher income tax expense.

The following tables summarize our consolidated results of operations for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

|  | Three Months Ended September 30, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $2,579,308 | $2,056,285 | $523,023 | 25% |
| Cost of revenues (excluding depreciation) | 2,174,385 | 1,642,626 | 531,759 | 32% |
| Operating expense (excluding depreciation) | 145,183 | 85,513 | 59,670 | 70% |
| Depreciation and amortization | 35,311 | 25,125 | 10,186 | 41% |
| General and administrative expense (excluding depreciation) | 23,694 | 16,219 | 7,475 | 46% |
| Equity earnings from refining and logistics investments | (3,934) | — | (3,934) | NM (1) |
| Acquisition and integration costs | 4,669 | — | 4,669 | NM (1) |
| Par West redevelopment and other costs | 3,127 | 2,816 | 311 | 11% |
| Gain on sale of assets, net | — | (185) | 185 | 100% |
| Total operating expenses | 2,382,435 | 1,772,114 |  |  |
| Operating income | 196,873 | 284,171 |  |  |
| Other income (expense) |  |  |  |  |
| Interest expense and financing costs, net | (20,815) | (16,852) | (3,963) | 24% |
| Debt extinguishment and commitment costs | — | 343 | (343) | (100)% |
| Other expense, net | (43) | (198) | 155 | (78)% |
| Total other expense, net | (20,858) | (16,707) |  |  |
| Income before income taxes | 176,015 | 267,464 |  |  |
| Income tax expense | (4,600) | (68) | (4,532) | 6,665% |
| **Net income** | $171,415 | $267,396 |  |  |

37

|  | Nine Months Ended September 30, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $6,048,444 | $5,512,910 | $535,534 | 10% |
| Cost of revenues (excluding depreciation) | 5,038,211 | 4,801,800 | 236,411 | 5% |
| Operating expense (excluding depreciation) | 330,146 | 246,394 | 83,752 | 34% |
| Depreciation and amortization | 87,887 | 74,488 | 13,399 | 18% |
| General and administrative expense (excluding depreciation) | 66,148 | 47,550 | 18,598 | 39% |
| Equity earnings from refining and logistics investments | (4,359) | — | (4,359) | NM (1) |
| Acquisition and integration costs | 17,213 | 63 | 17,150 | 27,222% |
| Par West redevelopment and other costs | 8,490 | 5,681 | 2,809 | 49% |
| Gain on sale of assets, net | — | (170) | 170 | (100)% |
| Total operating expenses | 5,543,736 | 5,175,806 |  |  |
| Operating income | 504,708 | 337,104 |  |  |
| Other income (expense) |  |  |  |  |
| Interest expense and financing costs, net | (51,974) | (51,400) | (574) | 1% |
| Debt extinguishment and commitment costs | (17,682) | (5,329) | (12,353) | 232% |
| Other income (expense), net | 301 | (149) | 450 | 302% |
| Equity earnings (losses) from Laramie Energy, LLC | 10,706 | — | 10,706 | NM (1) |
| Total other expense, net | (58,649) | (56,878) |  |  |
| Income before income taxes | 446,059 | 280,226 |  |  |
| Income tax expense | (6,741) | (756) | (5,985) | 792% |
| **Net income** | $439,318 | $279,470 |  |  |

(1) NM - Not meaningful

The following tables summarize our operating income (loss) by segment for the three and nine months ended September 30, 2023 and 2022 (in thousands). The following should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

| Three months ended September 30, 2023 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Revenues | $2,524,155 | $72,839 | $158,512 | $(176,198) | $2,579,308 |
| Cost of revenues (excluding depreciation) | 2,190,474 | 39,801 | 120,332 | (176,222) | 2,174,385 |
| Operating expense (excluding depreciation) | 116,949 | 6,135 | 22,099 | — | 145,183 |
| Depreciation and amortization | 24,278 | 7,708 | 2,766 | 559 | 35,311 |
| General and administrative expense (excluding depreciation) | — | — | — | 23,694 | 23,694 |
| Equity earnings from refining and logistics investments | (2,393) | (1,541) | — | — | (3,934) |
| Acquisition and integration costs | — | — | — | 4,669 | 4,669 |
| Par West redevelopment and other costs | — | — | — | 3,127 | 3,127 |
| **Operating income (loss)** | $194,847 | $20,736 | $13,315 | $(32,025) | $196,873 |

38

| Three months ended September 30, 2022 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Revenues | $1,974,701 | $54,635 | $157,385 | $(130,436) | $2,056,285 |
| Cost of revenues (excluding depreciation) | 1,629,019 | 28,482 | 115,574 | (130,449) | 1,642,626 |
| Operating expense (excluding depreciation) | 60,233 | 3,710 | 21,570 | — | 85,513 |
| Depreciation and amortization | 16,542 | 5,059 | 2,865 | 659 | 25,125 |
| General and administrative expense (excluding depreciation) | — | — | — | 16,219 | 16,219 |
| Acquisition and integration costs | — | — | — | — | — |
| Par West redevelopment and other costs | 2,816 | — | — | — | 2,816 |
| Loss (gain) on sale of assets, net | — | (241) | 56 | — | (185) |
| **Operating income (loss)** | $266,091 | $17,625 | $17,320 | $(16,865) | $284,171 |

(1) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $176.2 million and $130.4 million for the three months ended September 30, 2023 and 2022, respectively.

| Nine months ended September 30, 2023 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Revenues | $5,848,108 | $189,936 | $442,480 | $(432,080) | $6,048,444 |
| Cost of revenues (excluding depreciation) | 5,035,749 | 106,888 | 327,728 | (432,154) | 5,038,211 |
| Operating expense (excluding depreciation) | 252,802 | 13,178 | 64,166 | — | 330,146 |
| Depreciation and amortization | 59,827 | 17,801 | 8,577 | 1,682 | 87,887 |
| General and administrative expense (excluding depreciation) | — | — | — | 66,148 | 66,148 |
| Equity earnings from refining and logistics investments | (2,393) | (1,966) | — | — | (4,359) |
| Acquisition and integration costs | — | — | — | 17,213 | 17,213 |
| Par West redevelopment and other costs | — | — | — | 8,490 | 8,490 |
| **Operating income (loss)** | $502,123 | $54,035 | $42,009 | $(93,459) | $504,708 |

| Nine months ended September 30, 2022 | Refining | Logistics | Retail | Corporate, Eliminations and Other (1) | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Revenues | $5,318,379 | $147,729 | $424,505 | $(377,703) | $5,512,910 |
| Cost of revenues (excluding depreciation) | 4,772,511 | 77,970 | 329,058 | (377,739) | 4,801,800 |
| Operating expense (excluding depreciation) | 174,769 | 11,280 | 60,345 | — | 246,394 |
| Depreciation and amortization | 48,854 | 15,357 | 8,156 | 2,121 | 74,488 |
| General and administrative expense (excluding depreciation) | — | — | — | 47,550 | 47,550 |
| Acquisition and integration costs | — | — | — | 63 | 63 |
| Par West redevelopment and other costs | 5,681 | — | — | — | 5,681 |
| Loss (gain) on sale of assets, net | — | (253) | 56 | 27 | (170) |
| **Operating income (loss)** | $316,564 | $43,375 | $26,890 | $(49,725) | $337,104 |

(1) Includes eliminations of intersegment Revenues and Cost of revenues (excluding depreciation) of $432.1 million and $377.7 million for the nine months ended September 30, 2023 and 2022, respectively.

Below is a summary of key operating statistics for the refining segment for the three and nine months ended September 30, 2023 and 2022:

| Total Refining Segment | Three Months Ended September 30, 2023 | 2022 | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Feedstocks Throughput (Mbpd) (1) | 198.2 | 138.5 | 164.6 | 132.8 |
| Refined product sales volume (Mbpd) (1) | 217.3 | 149.3 | 178.7 | 138.5 |
| **Hawaii Refinery** |  |  |  |  |
| Feedstocks Throughput (Mbpd) | 82.3 | 79.7 | 80.9 | 82.2 |
| Yield (% of total throughput) |  |  |  |  |
| Gasoline and gasoline blendstocks | 26.5% | 28.1% | 26.7% | 25.4% |
| Distillates | 42.1% | 39.3% | 40.8% | 39.5% |
| Fuel oils | 26.5% | 30.1% | 28.0% | 31.1% |
| Other products | 2.1% | (0.9)% | 1.5% | 0.6% |
| Total yield | 97.2% | 96.6% | 97.0% | 96.6% |
| Refined product sales volume (Mbpd) | 90.0 | 86.6 | 89.2 | 81.6 |
| Adjusted Gross Margin per bbl ($/throughput bbl) (2) | $13.47 | $19.49 | $14.74 | $13.92 |
| Production costs per bbl ($/throughput bbl) (3) | 4.50 | 5.14 | 4.46 | 4.67 |
| D&A per bbl ($/throughput bbl) | 0.65 | 0.68 | 0.68 | 0.66 |
| **Montana Refinery** |  |  |  |  |
| Feedstocks Throughput (Mbpd) (1) | 55.4 | — | 57.1 | — |
| Yield (% of total throughput) |  |  |  |  |
| Gasoline and gasoline blendstocks | 50.5% | —% | 49.6% | —% |
| Distillates | 27.7% | —% | 28.2% | —% |
| Asphalt | 14.7% | —% | 14.4% | —% |
| Other products | 3.4% | —% | 3.5% | —% |
| Total yield | 96.3% | —% | 95.7% | —% |
| Refined product sales volume (Mbpd) (1) | 63.5 | — | 62.5 | — |
| Adjusted Gross Margin per bbl ($/throughput bbl) (2) | $26.49 | $— | $27.74 | $— |
| Production costs per bbl ($/throughput bbl) (3) | 10.83 | — | 10.10 | — |
| D&A per bbl ($/throughput bbl) | 1.63 | — | 1.69 | — |

40

| Washington Refinery | Three Months Ended September 30, 2023 | 2022 | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Feedstocks Throughput (Mbpd) | 41.0 | 40.5 | 40.5 | 33.8 |
| Yield (% of total throughput) |  |  |  |  |
| Gasoline and gasoline blendstocks | 22.8% | 24.2% | 23.4% | 24.4% |
| Distillates | 34.6% | 34.1% | 34.6% | 34.1% |
| Asphalt | 20.1% | 20.2% | 19.4% | 19.9% |
| Other products | 18.8% | 18.4% | 18.8% | 18.5% |
| Total yield | 96.3% | 96.9% | 96.2% | 96.9% |
| Refined product sales volume (Mbpd) | 44.2 | 45.3 | 43.3 | 39.9 |
| Adjusted Gross Margin per bbl ($/throughput bbl) (2) | $12.30 | $19.97 | $9.91 | $16.51 |
| Production costs per bbl ($/throughput bbl) (3) | 3.77 | 3.43 | 4.00 | 4.19 |
| D&A per bbl ($/throughput bbl) | 1.79 | 2.02 | 1.81 | 2.28 |

| Wyoming Refinery |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| Feedstocks Throughput (Mbpd) | 19.5 | 18.3 | 17.7 | 16.8 |
| Yield (% of total throughput) |  |  |  |  |
| Gasoline and gasoline blendstocks | 46.7% | 48.3% | 46.0% | 48.8% |
| Distillates | 47.1% | 43.9% | 47.3% | 43.6% |
| Fuel oils | 2.5% | 3.0% | 2.5% | 2.5% |
| Other products | 1.7% | 2.5% | 1.7% | 2.5% |
| Total yield | 98.0% | 97.7% | 97.5% | 97.4% |
| Refined product sales volume (Mbpd) | 19.6 | 17.4 | 18.3 | 17.0 |
| Adjusted Gross Margin per bbl ($/throughput bbl) (2) | $37.01 | $19.39 | $28.88 | $29.20 |
| Production costs per bbl ($/throughput bbl) (3) | 6.46 | 6.63 | 7.34 | 7.14 |
| D&A per bbl ($/throughput bbl) | 2.41 | 2.40 | 2.69 | 2.82 |
| **Market Indices (average $ per barrel)** |  |  |  |  |
| 3-1-2 Singapore Crack Spread (4) | $23.39 | $26.43 | $19.45 | $26.52 |
| RVO Adjusted Pacific Northwest 3-1-1-1 (5) | 35.00 | 40.58 | 28.51 | 36.89 |
| RVO Adjusted USGC 3-2-1 (6) | 29.65 | 29.01 | 25.96 | 29.87 |
| **Crude Oil Prices (average $ per barrel)** |  |  |  |  |
| Brent | $85.92 | $97.70 | $81.93 | $102.53 |
| WTI | 82.22 | 91.43 | 77.28 | 98.31 |
| ANS (7) | 87.95 | 98.84 | 81.77 | 102.39 |
| Bakken Clearbrook (7) | 83.58 | 94.37 | 79.38 | 100.00 |
| WCS Hardisty (7) | 65.42 | 69.02 | 60.75 | 79.68 |
| Brent M1-M3 | 1.27 | 3.94 | 0.74 | 4.10 |

(1) Feedstocks throughput and sales volumes per day for the Montana refinery for the three and nine months ended September 30, 2023 are calculated based on the 92-day and 122-day periods for which we owned the Montana refinery in

2023, respectively. As such, the amounts for the total refining segment represent the sum of the Hawaii, Washington and Wyoming refineries’ throughput or sales volumes averaged over the three and nine months ended September 30, 2023 plus the Montana refinery’s throughput or sales volumes averaged over the periods from July 1, 2023 to September 30, 2023 and June 1, 2023 to September 30, 2023, respectively. The 2022 amounts for the total refining segment represent the sum of the Hawaii, Washington and Wyoming refineries’ throughput or sales volumes averaged over the three and nine months ended September 30, 2022.

(2) We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput. Adjusted Gross Margin for our Washington refinery is determined under the last-in, first-out (“LIFO”) inventory costing method. Adjusted Gross Margin for our other refineries is determined under the first-in, first-out (“FIFO”) inventory costing method. The definition of Adjusted Gross Margin was modified beginning with the financial results reported for the second quarter in fiscal year 2022. We have recast Adjusted Gross Margin for prior periods when reported to conform to the modified presentation. Please see discussion of Adjusted Gross Margin below.

(3) Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refineries including personnel costs, repair and maintenance costs, insurance, utilities, and other miscellaneous costs, by total refining throughput. Our production costs are included in Operating expense (excluding depreciation) on our consolidated statement of operations, which also includes costs related to our bulk marketing operations.

(4) We believe the 3-1-2 Singapore Crack Spread (or three barrels of Brent crude oil converted into one barrel of gasoline and two barrels of distillates (diesel and jet fuel)) is the most representative market indicator for our operations in Hawaii.

(5) We believe the RVO Adjusted Pacific Northwest 3-1-1-1 (or three barrels of WTI crude oil converted into one barrel of Pacific Northwest gasoline, one barrel of Pacific Northwest ULSD and one barrel of USGC VGO, less 100% of the RVO cost for gasoline and ULSD) is the most representative market indicator for our operations in Washington with improved historical correlations to our reported adjusted gross margin compared to prior reported indices.

(6) We believe the RVO Adjusted USGC 3-2-1 (or three barrels of WTI crude oil converted into two barrels of USGC gasoline and one barrel of USGC ULSD, less 100% of the RVO cost) is the most representative market indicator for our operations in Montana and Wyoming with improved historical correlations to our reported adjusted gross margin compared to prior reported indices.

(7) Crude pricing has been updated to reflect simple averages of outright prices during the relevant period.

Below is a summary of key operating statistics for the retail segment for the three and nine months ended September 30, 2023 and 2022:

| Retail Segment | Three Months Ended September 30, 2023 | 2022 | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Retail sales volumes (thousands of gallons) | 31,137 | 27,829 | 87,710 | 78,599 |

### Non-GAAP Performance Measures

Management uses certain financial measures to evaluate our operating performance that are considered non-GAAP financial measures. These measures should not be considered in isolation or as substitutes or alternatives to their most directly comparable GAAP financial measures or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies since each company may define these terms differently.

We believe Adjusted Gross Margin (as defined below) provides useful information to investors because it eliminates the gross impact of volatile commodity prices and adjusts for certain non-cash items and timing differences created by our inventory financing agreements and lower of cost and net realizable value adjustments to demonstrate the earnings potential of the business before other fixed and variable costs, which are reported separately in Operating expense (excluding depreciation) and Depreciation and amortization. Management uses Adjusted Gross Margin per barrel to evaluate operating performance and compare profitability to other companies in the industry and to industry benchmarks. We believe Adjusted Net Income (Loss) and Adjusted EBITDA (as defined below) are useful supplemental financial measures that allow investors to assess the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis, the ability of our assets to generate cash to pay interest on our indebtedness, and our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure.

Beginning with financial results reported for periods in fiscal year 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA also exclude the mark-to-market losses (gains) associated with our net obligation related to the Washington Climate Commitment Act and Clean Fuel Standard effective beginning in 2023. These modifications were made to better reflect our operating performance and to improve comparability between periods.

Beginning with financial results reported for periods in fiscal year 2023, Adjusted Net Income (loss) and Adjusted EBITDA also exclude the redevelopment and other costs for our Par West facility, which was shut down in 2020. This modification improves comparability between periods by excluding expenses incurred in connection with the strategic redevelopment of this non-operating facility. We have recast Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA for prior periods when reported to conform to the modified presentation.

Beginning with financial results report for the second quarter of 2023, Adjusted Gross Margin, Adjusted Net Income (Loss), and Adjusted EBITDA also exclude our portion of interest, taxes, and depreciation expense from our refining and logistics investments.

### Adjusted Gross Margin

Adjusted Gross Margin is defined as operating income (loss) excluding:

- operating expense (excluding depreciation);
- depreciation and amortization (“D&A”);
- Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments;
- impairment expense;
- loss (gain) on sale of assets, net;
- inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, contango (gains) and backwardation losses associated with our Washington inventory and intermediation obligation, and purchase price allocation adjustments);
- LIFO layer liquidation impacts associated with our Washington inventory;
- Environmental obligation mark-to-market adjustment (which represents the income statement effect of reflecting our RINs liability on a net basis; this adjustment also includes the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard); and
- unrealized loss (gain) on derivatives.

The following tables present a reconciliation of Adjusted Gross Margin to the most directly comparable GAAP financial measure, operating income (loss), on a historical basis, for selected segments, for the periods indicated (in thousands):

| Three months ended September 30, 2023 | Refining | Logistics | Retail |
| --- | ---: | ---: | ---: |
| **Operating income** | $194,847 | $20,736 | $13,315 |
| Operating expense (excluding depreciation) | 116,949 | 6,135 | 22,099 |
| Depreciation and amortization | 24,278 | 7,708 | 2,766 |
| Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments | 821 | 698 | — |
| Inventory valuation adjustment | 72,823 | — | — |
| Environmental obligation mark-to-market adjustments | (50,153) | — | — |
| Unrealized gain on derivatives | (8,995) | — | — |
| **Adjusted Gross Margin (1)** | $350,570 | $35,277 | $38,180 |

| Three months ended September 30, 2022 | Refining | Logistics | Retail |
| --- | ---: | ---: | ---: |
| **Operating income** | $266,091 | $17,625 | $17,320 |
| Operating expense (excluding depreciation) | 60,233 | 3,710 | 21,570 |
| Depreciation and amortization | 16,542 | 5,059 | 2,865 |
| Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments | — | — | — |
| Inventory valuation adjustment | (91,135) | — | — |
| Environmental obligation mark-to-market adjustments | (6,731) | — | — |
| Unrealized loss on derivatives | 3,004 | — | — |
| Par West redevelopment and other costs | 2,816 | — | — |
| Loss (gain) on sale of assets, net | — | (241) | 56 |
| **Adjusted Gross Margin (1)** | $250,820 | $26,153 | $41,811 |

| Nine months ended September 30, 2023 | Refining | Logistics | Retail |
| --- | ---: | ---: | ---: |
| **Operating income** | $502,123 | $54,035 | $42,009 |
| Operating expense (excluding depreciation) | 252,802 | 13,178 | 64,166 |
| Depreciation and amortization | 59,827 | 17,801 | 8,577 |
| Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments | 821 | 905 | — |
| Inventory valuation adjustment | 126,799 | — | — |
| Environmental obligation mark-to-market adjustments | (174,111) | — | — |
| Unrealized gain on derivatives | (487) | — | — |
| **Adjusted Gross Margin (1)** | $767,774 | $85,919 | $114,752 |

44

| Nine months ended September 30, 2022 | Refining | Logistics | Retail |
| --- | ---: | ---: | ---: |
| **Operating income** | $316,564 | $43,375 | $26,890 |
| Operating expense (excluding depreciation) | 174,769 | 11,280 | 60,345 |
| Depreciation and amortization | 48,854 | 15,357 | 8,156 |
| Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments | — | — | — |
| Inventory valuation adjustment | (18,039) | — | — |
| Environmental obligation mark-to-market adjustments | 83,119 | — | — |
| Unrealized gain on derivatives | (10,151) | — | — |
| Par West redevelopment and other costs | 5,681 | — | — |
| Loss (gain) on sale of assets, net | — | (253) | 56 |
| **Adjusted Gross Margin (1)** | $600,797 | $69,759 | $95,447 |

(1) For the three and nine months ended September 30, 2023 and 2022, there was no impairment expense and LIFO liquidation adjustment recorded in Operating income (loss). For the three and nine months ended September 30, 2023, there was no (gain) loss on sale of assets recorded in Operating income (loss).

### Adjusted Net Income (Loss) and Adjusted EBITDA

Adjusted Net Income (Loss) is defined as Net income (loss) excluding:

- inventory valuation adjustment (which adjusts for timing differences to reflect the economics of our inventory financing agreements, including lower of cost or net realizable value adjustments, the impact of the embedded derivative repurchase or terminal obligations, contango (gains) and backwardation losses associated with our Washington inventory and intermediation obligation, and purchase price allocation adjustments);
- the LIFO layer liquidation impacts associated with our Washington inventory;
- Environmental obligation mark-to-market adjustments (which represents the income statement effect of reflecting our RINs liability on a net basis; this adjustment also includes the mark-to-market losses (gains) associated with our net RINs liability and our net obligation associated with the Washington Climate Commitment Act and Clean Fuel Standard);
- unrealized (gain) loss on derivatives;
- acquisition and integration costs;
- redevelopment and other costs related to Par West;
- debt extinguishment and commitment costs;
- increase in (release of) tax valuation allowance and other deferred tax items;
- changes in the value of contingent consideration and common stock warrants;
- severance costs;
- (gain) loss on sale of assets;
- impairment expense;
- impairment expense associated with our investment in Laramie Energy and our share of Laramie Energy’s asset impairment losses in excess of our basis difference; and
- Par’s share of Laramie Energy’s unrealized loss (gain) on derivatives.

Adjusted EBITDA is defined as Adjusted Net Income (Loss) excluding:

- D&A;
- interest expense and financing costs;
- equity losses (earnings) from Laramie Energy excluding Par’s share of unrealized loss (gain) on derivatives, impairment of Par’s investment, and our share of Laramie Energy’s asset impairment losses in excess of our basis difference;
- Par's portion of interest, taxes, and depreciation expense from refining and logistics investments; and
- income tax expense (benefit) excluding the increase in (release of) tax valuation allowance.

The following table presents a reconciliation of Adjusted Net Income and Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):

|  | Three Months Ended September 30, 2023 | 2022 | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| **Net Income** | $171,415 | $267,396 | $439,318 | $279,470 |
| Inventory valuation adjustment | 72,823 | (91,135) | 126,799 | (18,039) |
| Environmental obligation mark-to-market adjustments | (50,153) | (6,731) | (174,111) | 83,119 |
| Unrealized loss (gain) on derivatives | (8,995) | 3,004 | (487) | (10,151) |
| Acquisition and integration costs | 4,669 | — | 17,213 | 63 |
| Par West redevelopment and other costs | 3,127 | — | 8,490 | — |
| Debt extinguishment and commitment costs | — | (343) | 17,682 | 5,329 |
| Severance costs | 615 | 9 | 1,685 | 2,272 |
| Gain on sale of assets, net | — | (185) | — | (170) |
| **Adjusted Net Income (1)** | 193,501 | 172,015 | 436,589 | 341,893 |
| Depreciation and amortization | 35,311 | 25,125 | 87,887 | 74,488 |
| Interest expense and financing costs, net | 20,815 | 16,852 | 51,974 | 51,400 |
| Equity earnings from Laramie Energy, LLC, excluding Par’s share of unrealized loss (gain) on derivatives | — | — | (10,706) | — |
| Par's portion of interest, taxes, and depreciation expense from refining and logistics investments | 1,519 | — | 1,726 | — |
| Income tax expense | 4,600 | 68 | 6,741 | 756 |
| **Adjusted EBITDA (1)** | $255,746 | $214,060 | $574,211 | $468,537 |

(1) For the three and nine months ended September 30, 2023 and 2022, there was no LIFO liquidation adjustment, change in value of contingent consideration, change in value of common stock warrants, change in valuation allowance or other deferred tax items, impairment expense, impairments associated with our investment in Laramie Energy, our share of Laramie Energy’s asset impairment losses in excess of our basis difference, or our share of Laramie Energy’s unrealized loss (gain) on derivatives.

### Factors Impacting Segment Results

### Operating Income

### Three months ended September 30, 2023 compared to the three months ended September 30, 2022

***Refining.*** Operating income for our refining segment was $194.8 million for the three months ended September 30, 2023, a decrease of $71.3 million compared to operating income of $266.1 million for the three months ended September 30, 2022. The decrease was primarily driven by:

- $204.0 million related to higher inventory financing costs driven by changes in commodity prices,
- $131.0 million related to decreased crack spreads at our refineries in our legacy portfolio, and
- a decrease of $52.6 million related to our derivative costs associated with our refineries in our legacy portfolio,

partially offset by:

- an increase of $230.0 million related to a favorable change in crude oil differentials at our refineries in our legacy portfolio,
- a $69.6 million contribution from the Billings Acquisition, and
- a $24.0 million favorable FIFO change at our Wyoming refinery.

***Logistics.*** Operating income for our logistics segment was $20.7 million for the three months ended September 30, 2023, an increase of $3.1 million compared to $17.6 million for the three months ended September 30, 2022. The increase is primarily due to a $3.1 million contribution from the Billings Acquisition logistics assets acquired in June 2023.

***Retail.*** Operating income for our retail segment was $13.3 million for the three months ended September 30, 2023, a decrease of $4.0 million compared to $17.3 million for the three months ended September 30, 2022. The decrease was primarily due to a $7.1 million decrease in operating income related to a decrease in fuel margins and a $0.5 million increase in operating expenses, partially offset by a $2.7 million increase related to higher fuel sales volumes, and increased merchandise sales of $1.0 million in the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

### Nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

***Refining.*** Operating income for our refining segment was $502.1 million for the nine months ended September 30, 2023, an improvement of $185.5 million compared to operating income of $316.6 million for the nine months ended September 30, 2022. The increase in operating income was primarily driven by:

- a decrease in consolidated environmental costs across all our refineries in our legacy portfolio of $136.9 million, driven by favorable mark to market adjustments and a gain on retirement of prior year RINs,
- an increase of $113.3 million driven by a 29.0% increase in refined product sales volumes at our refineries in our legacy portfolio,
- an increase of $98.9 million related to a favorable change in crude oil differentials at our refineries in our legacy portfolio,
- a $53.1 million contribution from the Billings Acquisition, and
- a favorable change in step-out obligation related to our intermediation agreements of $52.6 million driven by changes in commodity prices,

partially offset by:

- an increase in purchased product costs of $201.0 million at all our refineries in our legacy portfolio,
- a decrease of $46.0 million related to declining crack spreads at our refineries in our legacy portfolio, and
- an increase in logistics and other product delivery costs of $34.9 million at our refineries in our legacy portfolio.

***Logistics.*** Operating income for our logistics segment was $54.0 million for the nine months ended September 30, 2023, an increase of $10.6 million compared to $43.4 million for the nine months ended September 30, 2022. The increase was primarily due to a $6.2 million contribution from the Billings Acquisition logistics assets acquired in June 2023 and a $17.4 million increase in operating income driven by an increase in throughput volumes throughout our legacy logistics portfolio, an increase in third-party contracts of $3.9 million, partially offset by an increase in variable expenses of $10.3 million, an increase in vessel and fuel costs of $4.5 million and an increase in depreciation and amortization expenses of $2.4 million.

***Retail.*** Operating income for our retail segment was $42.0 million for the nine months ended September 30, 2023, an increase of $15.1 million compared to $26.9 million for the nine months ended September 30, 2022. The increase in operating income was primarily due to a $9.1 million increase in fuel margins, $8.2 million related to higher fuel sales volumes, and increased merchandise sales of $2.2 million, partly offset by higher operating expenses of $3.8 million driven by an increase in employee costs and credit card fees in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

### Adjusted Gross Margin

### Three months ended September 30, 2023 compared to the three months ended September 30, 2022

***Refining.*** For the three months ended September 30, 2023, our refining Adjusted Gross Margin was $350.6 million, an increase of $99.8 million compared to $250.8 million for the three months ended September 30, 2022. The increase was primarily driven by an increase of $197.6 million primarily related to lower feedstock costs across our legacy refining portfolio, Adjusted Gross Margin of $135.0 million contributed by the Montana refinery, partially offset by decreased crack spreads across our legacy refining portfolio, and higher intermediation fees. Other factors impacting refining results are described below.

- Adjusted Gross Margin for the Hawaii refinery decreased by $6.02 per barrel from $19.49 per barrel during the three months ended September 30, 2022 to $13.47 per barrel during the three months ended September 30, 2023, primarily due to lower feedstock costs and declining crack spreads. The Singapore 3-1-2 index declined from $26.43 in the third quarter of 2022 to $23.39 in the third quarter of 2023.
- Adjusted Gross Margin for the Washington refinery decreased by $7.67 per barrel from $19.97 per barrel during the three months ended September 30, 2022 to $12.30 per barrel during the three months ended September 30, 2023,

primarily due to unfavorable environmental costs and declining crack spreads. The RVO Adjusted Pacific Northwest 3-1-1-1 index declined from $40.58 in the third quarter of 2022 to $35.00 in the third quarter of 2023.

- Adjusted Gross Margin for the Wyoming refinery increased by $17.62 per barrel from $19.39 per barrel during the three months ended September 30, 2022 to $37.01 per barrel during the three months ended September 30, 2023, primarily due to a favorable FIFO change of $24.0 million and 13% higher sales volumes. The RVO Adjusted USGC 3-2-1 index improved from $29.01 in the third quarter of 2022 to $29.65 in the third quarter of 2023.

***Logistics.*** For the three months ended September 30, 2023, our logistics Adjusted Gross Margin was $35.3 million, an increase of $9.1 million compared to $26.2 million for the three months ended September 30, 2022. The increase is primarily due to Adjusted Gross Margin of $9.0 million contributed by the Billings Acquisition logistics assets acquired in June 2023.

***Retail.*** For the three months ended September 30, 2023, our retail Adjusted Gross Margin was $38.2 million, a decrease of $3.6 million compared to $41.8 million for the three months ended September 30, 2022. The decrease was primarily due to a 22% decrease in fuel margins, partially offset by 12% higher fuel sales volumes and 13% higher merchandise sales margins in the three months ended September 30, 2023 compared to the comparable period in 2022.

### Nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

***Refining.*** For the nine months ended September 30, 2023, our refining Adjusted Gross Margin was $767.8 million, an increase of $167.0 million compared to $600.8 million for the nine months ended September 30, 2022. The increase was primarily due to Adjusted Gross Margin contributed by the Montana refinery of $193.2 million and 9% higher refined product sales margins across our legacy refining portfolio, partially offset by $201.0 million higher purchased product expenses, and $112.8 million higher environmental expenses. Other factors impacting refining results are described below.

- Adjusted Gross Margin for the Hawaii refinery improved by $0.82 per barrel from $13.92 per barrel during the nine months ended September 30, 2022 to $14.74 per barrel during the nine months ended September 30, 2023, primarily due to lower feedstock costs and a 9% increase in refined product sales volumes, partially offset by $198.0 million higher purchased product costs and lower crack spreads. The Singapore 3-2-1 index declined from $26.52 in the nine months ended September 30, 2022 to $19.45 in the nine months ended September 30, 2023.
- Adjusted Gross Margin for the Washington refinery decreased by $6.60 per barrel from $16.51 per barrel during the nine months ended September 30, 2022 to $9.91 per barrel during the nine months ended September 30, 2023, primarily due to $115.5 million higher environmental expenses and declining crack spreads. The RVO Adjusted Pacific Northwest 3-1-1-1 index declined from $36.89 in the nine months ended September 30, 2022 to $28.51 in the nine months ended September 30, 2023.
- Adjusted Gross Margin for the Wyoming refinery remained relatively consistent, from $29.20 per barrel during the nine months ended September 30, 2022 to $28.88 per barrel during the nine months ended September 30, 2023. The RVO Adjusted USGS 3-2-1 index declined from $29.87 in the nine months ended September 30, 2022 to $25.96 in the nine months ended September 30, 2023.

***Logistics.*** For the nine months ended September 30, 2023, our logistics Adjusted Gross Margin was $85.9 million, an increase of $16.1 million compared to $69.8 million for the nine months ended September 30, 2022. The increase was primarily due to Adjusted Gross Margin of $12.4 million contributed from the Billings Acquisition logistics assets acquired in June 2023 and a 2% increase in throughput across our legacy assets, partially offset by an increase in cost of sales driven by $14.8 million higher fees and variable expenses.

***Retail.*** For the nine months ended September 30, 2023, our retail Adjusted Gross Margin was $114.8 million, an increase of $19.4 million compared to $95.4 million for the nine months ended September 30, 2022. The increase was primarily related to an 11% increase in fuel margins, 12% higher fuel sales volumes, and an 11% increase in merchandise sales.

### Discussion of Consolidated Results

### Three months ended September 30, 2023 compared to the three months ended September 30, 2022

***Revenues.*** For the three months ended September 30, 2023, revenues were $2.6 billion, a $0.5 billion increase compared to $2.1 billion for the three months ended September 30, 2022. The increase was primarily due to a $0.8 billion contribution from the Billings Acquisition and a 3% increase in refining sales volumes across our legacy refinery portfolio during the quarter, partially offset by the decrease in crude prices and average product crack spreads discussed below. Average Brent crude oil prices declined 12% and average WTI crude oil prices declined 10% during the third quarter of 2023 compared to the third quarter of 2022. The 3-1-2 Singapore Crack Spread, RVO Adjusted Pacific Northwest 3-1-1-1, and RVO Adjusted

USGC 3-2-1 declined 12%, 14%, and 2%, respectively, compared to the third quarter of 2022. Please read our key operating statistics for further information. Revenues at our retail segment increased $1.1 million primarily due to a 12% increase in volumes and a 10% increase in merchandise sales, partially offset by an 11% decline in fuel prices.

***Cost of Revenues (Excluding Depreciation).*** For the three months ended September 30, 2023, cost of revenues (excluding depreciation) was $2.2 billion, an increase of $0.6 billion when compared to $1.6 billion for the three months ended September 30, 2022. The increase was primarily driven by a $0.7 billion contribution from the Billings Acquisition and higher inventory financing expenses, partially offset by decreased crude oil prices as described above and a favorable FIFO change of $0.2 billion. Cost of sales at our retail segment increased $4.7 million primarily driven by an increase in fuel sales volumes.

***Operating Expense (Excluding Depreciation).*** For the three months ended September 30, 2023, operating expense (excluding depreciation) was $145.2 million, a $59.7 million increase when compared to $85.5 million for the three months ended September 30, 2022. The increase was primarily driven by the $57.7 million contribution from the Billings Acquisition.

***Depreciation and Amortization.*** For the three months ended September 30, 2023, D&A was $35.3 million, an increase of $10.2 million compared to $25.1 million for the three months ended September 30, 2022. The increase was primarily driven by the $11.0 million of D&A attributable to the Billings Acquisition.

***General and Administrative Expense (Excluding Depreciation).*** For the three months ended September 30, 2023, general and administrative expense (excluding depreciation) was $23.7 million, an increase of $7.5 million compared to $16.2 million for the three months ended September 30, 2022. The increase was primarily due to a $4.7 million increase in employee costs, a $1.3 million increase in consulting services, and $1.0 million related to the Billings Acquisition.

***Equity earnings from refining and logistics investments.*** During the three months ended September 30, 2023, Equity earnings from refining and logistics investments were $3.9 million related to YELP and YPLC. For the three months ended ended September 30, 2023, our proportionate share of YELP’s net income and YPLC’s net income was $2.7 million and $1.5 million, respectively. Please read Note 3—Refining and Logistics Equity Investments for further information.

***Acquisition and Integration Expense.*** During the three months ended September 30, 2023, we incurred $4.7 million of acquisition and integration costs related to the Billings Acquisition, compared to immaterial acquisition and integration costs for the three months ended September 30, 2022. Please read Note 5—Acquisitions for further information.

***Par West redevelopment and other costs.*** For the three months ended September 30, 2023, Par West redevelopment and other costs were $3.1 million, an increase of $0.3 million compared to $2.8 million for the three months ended September 30, 2022, primarily due to higher redevelopment costs.

***Interest Expense and Financing Costs, Net.*** For the three months ended September 30, 2023, our interest expense and financing costs were $20.8 million, an increase of $3.9 million compared to $16.9 million for the three months ended September 30, 2022. The increase was primarily due to an increase in interest expense due to higher outstanding debt balances and higher inventory financing fees. Please read Note 11—Debt and Note 9—Inventory Financing Agreements for further information.

***Income Taxes.*** For the three months ended September 30, 2023, we recorded income tax expense of $4.6 million primarily related to increased taxable income and higher apportionment factors in the states in which we pay taxes. For the three months ended September 30, 2022, we recorded income tax expense of $0.1 million primarily related to increased taxable income.

### Nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

***Revenues.*** For the nine months ended September 30, 2023, revenues were $6.0 billion, a $0.5 billion increase compared to $5.5 billion for the nine months ended September 30, 2022. The Billings Acquisition contributed revenues of $1.0 billion in the first four months under our ownership. When comparing our legacy refining operations, there was a decrease of $0.5 billion in third-party revenues at our refining segment, $0.7 billion of which was related to lower crude oil prices, partially offset by a 9% increase in refining sales volumes. Average Brent crude oil prices declined 20% and average WTI crude oil prices declined 21% as compared to the prior period. Revenues at our retail segment increased $18.0 million primarily due to a 12% increase in volumes, partially offset by a 8% decrease in fuel prices.

***Cost of Revenues (Excluding Depreciation).*** For the nine months ended September 30, 2023, cost of revenues (excluding depreciation) was $5.0 billion, a $0.2 billion increase compared to $4.8 billion for the nine months ended September 30, 2022, inclusive of a $0.9 billion contribution from the Billings Acquisition. When comparing our legacy refining operations, there was a decrease of $0.7 billion in cost of revenues (excluding depreciation), $0.8 billion of which was primarily due to decreases in crude oil prices as discussed above, $0.1 billion lower environmental costs, and $0.1 billion lower feedstock costs, partially offset by $0.3 billion related to higher refining sales volumes, and $0.2 billion related to higher purchased product costs.

***Operating Expense (Excluding Depreciation).*** For the nine months ended September 30, 2023, operating expense (excluding depreciation) was $330.1 million, an increase of $83.7 million compared to $246.4 million for the nine months ended September 30, 2022. The increase was primarily driven by $73.0 million attributable to the Billings Acquisition, coupled with $3.6 million higher employee costs and $2.8 million higher utility and maintenance expenses.

***Depreciation and Amortization.*** For the nine months ended September 30, 2023, D&A was $87.9 million, an increase of $13.4 million compared to $74.5 million for the nine months ended September 30, 2022. The increase was primarily driven by the $14.5 million contribution from the Billings Acquisition.

***General and Administrative Expense (Excluding Depreciation).*** For the nine months ended September 30, 2023, general and administrative expense (excluding depreciation) was $66.1 million, an increase of $18.5 million compared to $47.6 million for the nine months ended September 30, 2022. The increase was primarily due to an $8.9 million increase in employee costs, $4.5 million increase in outside services, and $3.1 million of expenses related to development of our renewable projects.

***Equity earnings from refining and logistics investments.*** For the nine months ended September 30, 2023, equity earnings from refining and logistics investments were $4.4 million. As part of the Billings Acquisition, we acquired a 65% limited partnership ownership interest in YELP and a 40% ownership interest in YPLC. For the nine months ended September 30, 2023, our proportionate share of YELP’s net income and YPLC’s net income was $2.7 million and $1.9 million, respectively. Please read Note 3—Refining and Logistics Equity Investments for additional information.

***Acquisition and Integration Expense.*** During the nine months ended September 30, 2023, we incurred $17.2 million of acquisition and integration costs related to the Billings Acquisition, compared to $0.1 million of acquisition and integration costs for the nine months ended September 30, 2022. Please read Note 5—Acquisitions for further information.

***Par West redevelopment and other costs.*** For the nine months ended September 30, 2023, Par West redevelopment and other costs were $8.5 million, an increase of $2.8 million compared to $5.7 million for the nine months ended September 30, 2022, associated with the operation and decommissioning of our Par West facility. The increase was primarily due to additional redevelopment costs of $3.0 million.

***Interest Expense and Financing Costs, Net.*** For the nine months ended September 30, 2023, our interest expense and financing costs were $52.0 million, relatively consistent with $51.4 million for the nine months ended September 30, 2022.

***Debt Extinguishment and Commitment Costs.*** For the nine months ended September 30, 2023, we incurred debt extinguishment and commitment costs of $17.7 million in connection with the refinancing of our long-term debt in the first quarter of 2023. Please read Note 11—Debt for further information. For the nine months ended September 30, 2022, our debt extinguishment and commitment costs were $5.3 million and primarily represented extinguishment costs associated with the redemption of $36.9 million of 12.875% Senior Secured Notes in the second quarter of 2022.

***Equity Earnings from Laramie Energy, LLC.*** For the nine months ended September 30, 2023, equity earnings from Laramie Energy, LLC were $10.7 million. On March 1, 2023, following a refinancing of certain debt, Laramie Energy was permitted to make a one-time cash distribution to its owners based on ownership percentage. Our share of this distribution was $10.7 million. There were no equity earnings from our investment in Laramie Energy, LLC, for the nine months ended September 30, 2022. Please read Note 4—Investment in Laramie Energy for further discussion.

***Income Taxes.*** For the nine months ended September 30, 2023, we recorded an income tax expense of $6.7 million primarily related to increased taxable income and higher apportionment factors in the states in which we pay taxes. For the nine months ended September 30, 2022, we recorded an income tax expense of $0.8 million primarily related to increased taxable income.

### Consolidating Condensed Financial Information

On February 28, 2023, Par Petroleum, LLC (the “Issuer”) entered into the Term Loan Credit Agreement due 2030 with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement was co-issued by Par Petroleum Finance Corp. (together with the Issuer, the “Issuers”), which has no independent assets or operations. The Term Loan Credit Agreement is guaranteed on a senior unsecured basis only as to payment of principal and interest by Par Pacific Holdings, Inc. (the “Parent”) and is guaranteed on a senior secured basis by all of the subsidiaries of Par Petroleum, LLC. The Term Loan Credit Agreement proceeds were used to refinance our existing Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, all three of which had similar guarantees that were replaced by those on the Term Loan Credit Agreement.

The following supplemental condensed consolidating financial information reflects (i) the Parent’s separate accounts, (ii) Par Petroleum, LLC and its consolidated subsidiaries’ accounts (which are all guarantors of the Term Loan Credit Agreement), (iii) the accounts of subsidiaries of the Parent that are not guarantors of the Term Loan Credit Agreement and consolidating adjustments and eliminations, and (iv) the Parent’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent’s investment in its subsidiaries is accounted for under the equity method of accounting (dollar amounts in thousands).

| ASSETS Current assets | As of September 30, 2023 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| Cash and cash equivalents | $8,194 | $338,884 | $27 | $347,105 |
| Restricted cash | 337 | 18,138 | — | 18,475 |
| Trade accounts receivable | — | 527,348 | 94 | 527,442 |
| Inventories | — | 1,227,329 | — | 1,227,329 |
| Prepaid and other current assets | 7,592 | 49,905 | (94) | 57,403 |
| Due from related parties | 329,553 | — | (329,553) | — |
| **Total current assets** | 345,676 | 2,161,604 | (329,526) | 2,177,754 |
| **Property, plant, and equipment** |  |  |  |  |
| Property, plant, and equipment | 21,307 | 1,519,113 | 3,955 | 1,544,375 |
| Less accumulated depreciation and amortization | (16,187) | (436,075) | (3,263) | (455,525) |
| **Property, plant, and equipment, net** | 5,120 | 1,083,038 | 692 | 1,088,850 |
| **Long-term assets** |  |  |  |  |
| Operating lease right-of-use assets | 2,172 | 327,256 | — | 329,428 |
| Refining and logistics equity investments | — | — | 82,800 | 82,800 |
| Investment in subsidiaries | 842,757 | — | (842,757) | — |
| Intangible assets, net | — | 11,583 | — | 11,583 |
| Goodwill | — | 126,678 | 2,597 | 129,275 |
| Other long-term assets | 726 | 68,337 | — | 69,063 |
| **Total assets** | $1,196,451 | $3,778,496 | $(1,086,194) | $3,888,753 |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY** |  |  |  |  |
| **Current liabilities** |  |  |  |  |
| Current maturities of long-term debt | $— | $4,287 | $— | $4,287 |
| Obligations under inventory financing agreements | — | 841,838 | — | 841,838 |
| Accounts payable | 4,883 | 515,050 | — | 519,933 |
| Accrued taxes | 35 | 50,248 | — | 50,283 |
| Operating lease liabilities | 788 | 70,838 | — | 71,626 |
| Other accrued liabilities | 497 | 450,764 | 360 | 451,621 |
| Due to related parties | 116,448 | 197,861 | (314,309) | — |
| **Total current liabilities** | 122,651 | 2,130,886 | (313,949) | 1,939,588 |
| **Long-term liabilities** |  |  |  |  |
| Long-term debt, net of current maturities | — | 532,653 | — | 532,653 |
| Finance lease liabilities | — | 12,471 | (4,293) | 8,178 |
| Operating lease liabilities | 2,541 | 264,441 | — | 266,982 |
| Other liabilities | — | 107,495 | (37,402) | 70,093 |
| **Total liabilities** | 125,192 | 3,047,946 | (355,644) | 2,817,494 |
| **Commitments and contingencies** |  |  |  |  |
| **Stockholders’ equity** |  |  |  |  |
| Preferred stock | — | — | — | — |
| Common stock | 605 | — | — | 605 |
| Additional paid-in capital | 853,835 | 277,686 | (277,686) | 853,835 |
| Accumulated earnings (deficit) | 208,724 | 446,876 | (446,876) | 208,724 |
| Accumulated other comprehensive income (loss) | 8,095 | 5,988 | (5,988) | 8,095 |
| **Total stockholders’ equity** | 1,071,259 | 730,550 | (730,550) | 1,071,259 |
| **Total liabilities and stockholders’ equity** | $1,196,451 | $3,778,496 | $(1,086,194) | $3,888,753 |

52

| ASSETS Current assets | As of December 31, 2022 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| Cash and cash equivalents | $2,547 | $488,350 | $28 | $490,925 |
| Restricted cash | 331 | 3,670 | — | 4,001 |
| Trade accounts receivable | — | 252,816 | 69 | 252,885 |
| Inventories | — | 1,041,983 | — | 1,041,983 |
| Prepaid and other current assets | 2,229 | 89,883 | (69) | 92,043 |
| Due from related parties | 229,431 | — | (229,431) | — |
| **Total current assets** | 234,538 | 1,876,702 | (229,403) | 1,881,837 |
| **Property, plant, and equipment** |  |  |  |  |
| Property, plant, and equipment | 19,865 | 1,200,747 | 3,955 | 1,224,567 |
| Less accumulated depreciation and amortization | (14,967) | (370,643) | (3,123) | (388,733) |
| **Property, plant, and equipment, net** | 4,898 | 830,104 | 832 | 835,834 |
| **Long-term assets** |  |  |  |  |
| Operating lease right-of-use assets | 2,649 | 348,112 | — | 350,761 |
| Investment in subsidiaries | 487,943 | — | (487,943) | — |
| Intangible assets, net | — | 13,577 | — | 13,577 |
| Goodwill | — | 126,727 | 2,598 | 129,325 |
| Other long-term assets | 723 | 72,721 | (4,131) | 69,313 |
| **Total assets** | $730,751 | $3,267,943 | $(718,047) | $3,280,647 |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY** |  |  |  |  |
| **Current liabilities** |  |  |  |  |
| Current maturities of long-term debt | $— | $10,956 | $— | $10,956 |
| Obligations under inventory financing agreements | — | 893,065 | — | 893,065 |
| Accounts payable | 4,176 | 147,219 | — | 151,395 |
| Accrued taxes | 47 | 32,052 | — | 32,099 |
| Operating lease liabilities | 787 | 65,294 | — | 66,081 |
| Other accrued liabilities | 511 | 639,396 | 587 | 640,494 |
| Due to related parties | 77,420 | 118,139 | (195,559) | — |
| **Total current liabilities** | 82,941 | 1,906,121 | (194,972) | 1,794,090 |
| **Long-term liabilities** |  |  |  |  |
| Long-term debt, net of current maturities | — | 494,576 | — | 494,576 |
| Finance lease liabilities | — | 10,710 | (4,399) | 6,311 |
| Operating lease liabilities | 3,273 | 289,428 | — | 292,701 |
| Other liabilities | — | 46,922 | 1,510 | 48,432 |
| **Total liabilities** | 86,214 | 2,747,757 | (197,861) | 2,636,110 |
| **Commitments and contingencies** |  |  |  |  |
| **Stockholders’ equity** |  |  |  |  |
| Preferred stock | — | — | — | — |
| Common stock | 604 | — | — | 604 |
| Additional paid-in capital | 836,491 | 409,686 | (409,686) | 836,491 |
| Accumulated earnings (deficit) | (200,687) | 104,479 | (104,479) | (200,687) |
| Accumulated other comprehensive income (loss) | 8,129 | 6,021 | (6,021) | 8,129 |
| **Total stockholders’ equity** | 644,537 | 520,186 | (520,186) | 644,537 |
| **Total liabilities and stockholders’ equity** | $730,751 | $3,267,943 | $(718,047) | $3,280,647 |

53

|  | Three Months Ended September 30, 2023 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Revenues** | $— | $2,579,306 | $2 | $2,579,308 |
| **Operating expenses** |  |  |  |  |
| Cost of revenues (excluding depreciation) | — | 2,174,385 | — | 2,174,385 |
| Operating expense (excluding depreciation) | — | 145,183 | — | 145,183 |
| Depreciation and amortization | 404 | 34,861 | 46 | 35,311 |
| General and administrative expense (excluding depreciation) | 7,158 | 16,536 | — | 23,694 |
| Equity earnings from refining and logistics investments | — | — | (3,934) | (3,934) |
| Acquisition and integration costs (2) | — | 4,669 | — | 4,669 |
| Par West redevelopment and other costs | — | 3,127 | — | 3,127 |
| Gain on sale of assets, net | — | — | — | — |
| **Total operating expenses** | 7,562 | 2,378,761 | (3,888) | 2,382,435 |
| **Operating income (loss)** | (7,562) | 200,545 | 3,890 | 196,873 |
| **Other income (expense)** |  |  |  |  |
| Interest expense and financing costs, net | (11) | (20,895) | 91 | (20,815) |
| Debt extinguishment and commitment costs | — | — | — | — |
| Other income (expense), net | 19 | (62) | — | (43) |
| Equity earnings (losses) from subsidiaries | 181,120 | — | (181,120) | — |
| Equity earnings from Laramie Energy, LLC | — | — | — | — |
| **Total other income (expense), net** | 181,128 | (20,957) | (181,029) | (20,858) |
| **Income (loss) before income taxes** | 173,566 | 179,588 | (177,139) | 176,015 |
| Income tax benefit (expense) (1) | (2,151) | (43,708) | 41,259 | (4,600) |
| **Net income (loss)** | $171,415 | $135,880 | $(135,880) | $171,415 |
| **Adjusted EBITDA** | $(7,123) | $257,413 | $5,456 | $255,746 |

54

|  | Three Months Ended September 30, 2022 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Revenues** | $— | $2,056,252 | $33 | $2,056,285 |
| **Operating expenses** |  |  |  |  |
| Cost of revenues (excluding depreciation) | — | 1,642,626 | — | 1,642,626 |
| Operating expense (excluding depreciation) | — | 85,513 | — | 85,513 |
| Depreciation and amortization | 517 | 24,561 | 47 | 25,125 |
| General and administrative expense (excluding depreciation) | 5,213 | 11,006 | — | 16,219 |
| Acquisition and integration costs | — | — | — | — |
| Par West redevelopment and other costs | — | 2,816 | — | 2,816 |
| Gain on sale of assets, net | — | (185) | — | (185) |
| **Total operating expenses** | 5,730 | 1,766,337 | 47 | 1,772,114 |
| **Operating income** | (5,730) | 289,915 | (14) | 284,171 |
| **Other income (expense)** |  |  |  |  |
| Interest expense and financing costs, net | 15 | (16,958) | 91 | (16,852) |
| Debt extinguishment and commitment costs | — | 343 | — | 343 |
| Other income (expense), net | (8) | (191) | 1 | (198) |
| Equity earnings (losses) from subsidiaries | 273,119 | — | (273,119) | — |
| **Total other income (expense), net** | 273,126 | (16,806) | (273,027) | (16,707) |
| **Income (loss) before income taxes** | 267,396 | 273,109 | (273,041) | 267,464 |
| Income tax benefit (expense) (1) | — | (66,917) | 66,849 | (68) |
| **Net income (loss)** | $267,396 | $206,192 | $(206,192) | $267,396 |
| **Adjusted EBITDA** | $(5,221) | $219,247 | $34 | $214,060 |

55

|  | Nine Months Ended September 30, 2023 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Revenues** | $— | $6,048,378 | $66 | $6,048,444 |
| **Operating expenses** |  |  |  |  |
| Cost of revenues (excluding depreciation) | — | 5,038,211 | — | 5,038,211 |
| Operating expense (excluding depreciation) | — | 330,146 | — | 330,146 |
| Depreciation and amortization | 1,220 | 86,527 | 140 | 87,887 |
| General and administrative expense (excluding depreciation) | 21,467 | 44,682 | (1) | 66,148 |
| Equity earnings from refining and logistics investments | — | — | (4,359) | (4,359) |
| Acquisition and integration costs | — | 17,213 | — | 17,213 |
| Par West redevelopment and other costs | — | 8,490 | — | 8,490 |
| Gain on sale of assets, net | — | — | — | — |
| **Total operating expenses** | 22,687 | 5,525,269 | (4,220) | 5,543,736 |
| **Operating income (loss)** | (22,687) | 523,109 | 4,286 | 504,708 |
| **Other income (expense)** |  |  |  |  |
| Interest expense and financing costs, net | (37) | (52,210) | 273 | (51,974) |
| Debt extinguishment and commitment costs | — | (17,682) | — | (17,682) |
| Other income (expense), net | 53 | 248 | — | 301 |
| Equity earnings (losses) from subsidiaries | 465,053 | — | (465,053) | — |
| Equity earnings from Laramie Energy, LLC | — | — | 10,706 | 10,706 |
| **Total other income (expense), net** | 465,069 | (69,644) | (454,074) | (58,649) |
| **Income (loss) before income taxes** | 442,382 | 453,465 | (449,788) | 446,059 |
| Income tax benefit (expense) (1) | (3,064) | (111,068) | 107,391 | (6,741) |
| **Net income (loss)** | $439,318 | $342,397 | $(342,397) | $439,318 |
| **Adjusted EBITDA** | $(20,922) | $588,980 | $6,153 | $574,211 |

56

|  | Nine Months Ended September 30, 2022 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Revenues** | $— | $5,512,816 | $94 | $5,512,910 |
| **Operating expenses** |  |  |  |  |
| Cost of revenues (excluding depreciation) | — | 4,801,800 | — | 4,801,800 |
| Operating expense (excluding depreciation) | — | 246,394 | — | 246,394 |
| Depreciation and amortization | 1,721 | 72,624 | 143 | 74,488 |
| General and administrative expense (excluding depreciation) | 14,147 | 33,403 | — | 47,550 |
| Acquisition and integration costs | 63 | — | — | 63 |
| Par West redevelopment and other costs | — | 5,681 | — | 5,681 |
| Gain on sale of assets, net | 27 | (197) | — | (170) |
| **Total operating expenses** | 15,958 | 5,159,705 | 143 | 5,175,806 |
| **Operating income** | (15,958) | 353,111 | (49) | 337,104 |
| **Other income (expense)** |  |  |  |  |
| Interest expense and financing costs, net | 6 | (51,683) | 277 | (51,400) |
| Debt extinguishment and commitment costs | — | (5,329) | — | (5,329) |
| Other income (expense), net | (12) | (138) | 1 | (149) |
| Equity earnings (losses) from subsidiaries | 295,434 | — | (295,434) | — |
| **Total other income (expense), net** | 295,428 | (57,150) | (295,156) | (56,878) |
| **Income (loss) before income taxes** | 279,470 | 295,961 | (295,205) | 280,226 |
| Income tax benefit (expense) (1) | — | (72,616) | 71,860 | (756) |
| **Net income (loss)** | $279,470 | $223,345 | $(223,345) | $279,470 |
| **Adjusted EBITDA** | $(13,808) | $482,250 | $95 | $468,537 |

(1) The income tax benefit (expense) of the Parent Guarantor and Issuer and Subsidiaries is determined using the separate return method. The Non-Guarantor Subsidiaries and Eliminations column includes tax benefits recognized at the Par consolidated level that are primarily associated with changes to the consolidated valuation allowance and other deferred tax balances.

(2) The acquisition and integration expense related to the Billings Acquisition was pushed down from the Parent Guarantor to the Issuer and Subsidiaries upon consummation of the transaction.

### Non-GAAP Financial Measures

Adjusted EBITDA for the supplemental consolidating condensed financial information, which is segregated at the “Parent Guarantor,” “Issuer and Subsidiaries,” and “Non-Guarantor Subsidiaries and Eliminations” levels, is calculated in the same manner as for the Par Pacific Holdings, Inc. Adjusted EBITDA calculations. See “Results of Operations — Non-GAAP Performance Measures — Adjusted Net Income (Loss) and Adjusted EBITDA” above.

The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, Net income, on a historical basis for the periods indicated (in thousands):

|  | Three Months Ended September 30, 2023 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Net income (loss)** | $171,415 | $135,880 | $(135,880) | $171,415 |
| Inventory valuation adjustment | — | 72,823 | — | 72,823 |
| Environmental obligation mark-to-market adjustments | — | (50,153) | — | (50,153) |
| Unrealized loss (gain) on derivatives | — | (8,995) | — | (8,995) |
| Acquisition and integration costs | — | 4,669 | — | 4,669 |
| Par West redevelopment and other costs | — | 3,127 | — | 3,127 |
| Debt extinguishment and commitment costs | — | — | — | — |
| Severance costs | 16 | 598 | 1 | 615 |
| Depreciation and amortization | 404 | 34,861 | 46 | 35,311 |
| Interest expense and financing costs, net | 11 | 20,895 | (91) | 20,815 |
| Equity losses (earnings) from Laramie Energy, LLC, excluding Par’s share of unrealized loss (gain) on derivatives | — | — | — | — |
| Equity losses (income) from subsidiaries | (181,120) | — | 181,120 | — |
| Par's portion of interest, taxes, and depreciation expense from refining and logistics investments | — | — | 1,519 | 1,519 |
| Income tax expense (benefit) | 2,151 | 43,708 | (41,259) | 4,600 |
| **Adjusted EBITDA (1)** | $(7,123) | $257,413 | $5,456 | $255,746 |

|  | Three Months Ended September 30, 2022 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Net income (loss)** | $267,396 | $206,192 | $(206,192) | $267,396 |
| Inventory valuation adjustment | — | (91,135) | — | (91,135) |
| Environmental obligation mark-to-market adjustments | — | (6,731) | — | (6,731) |
| Unrealized loss on derivatives | — | 3,004 | — | 3,004 |
| Acquisition and integration costs | — | — | — | — |
| Debt extinguishment and commitment costs | — | (343) | — | (343) |
| Severance costs | — | 9 | — | 9 |
| Depreciation and amortization | 517 | 24,561 | 47 | 25,125 |
| Interest expense and financing costs, net | (15) | 16,958 | (91) | 16,852 |
| Equity losses (income) from subsidiaries | (273,119) | — | 273,119 | — |
| Income tax expense (benefit) | — | 66,917 | (66,849) | 68 |
| Gain on sale of assets, net | — | (185) | — | (185) |
| **Adjusted EBITDA (1)** | $(5,221) | $219,247 | $34 | $214,060 |

58

|  | Nine Months Ended September 30, 2023 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Net income (loss)** | $439,318 | $342,397 | $(342,397) | $439,318 |
| Inventory valuation adjustment | — | 126,799 | — | 126,799 |
| Environmental obligation mark-to-market adjustments | — | (174,111) | — | (174,111) |
| Unrealized loss (gain) on derivatives | — | (487) | — | (487) |
| Acquisition and integration costs | — | 17,213 | — | 17,213 |
| Par West redevelopment and other costs | — | 8,490 | — | 8,490 |
| Debt extinguishment and commitment costs | — | 17,682 | — | 17,682 |
| Severance costs | 492 | 1,192 | 1 | 1,685 |
| Depreciation and amortization | 1,220 | 86,527 | 140 | 87,887 |
| Interest expense and financing costs, net | 37 | 52,210 | (273) | 51,974 |
| Equity earnings from Laramie Energy, LLC, excluding Par’s share of unrealized loss (gain) on derivatives | — | — | (10,706) | (10,706) |
| Equity losses (income) from subsidiaries | (465,053) | — | 465,053 | — |
| Par's portion of interest, taxes, and depreciation expense from refining and logistics investments | — | — | 1,726 | 1,726 |
| Income tax expense | 3,064 | 111,068 | (107,391) | 6,741 |
| **Adjusted EBITDA (1)** | $(20,922) | $588,980 | $6,153 | $574,211 |

|  | Nine Months Ended September 30, 2022 Parent Guarantor | Issuer and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries |
| --- | ---: | ---: | ---: | ---: |
| **Net income (loss)** | $279,470 | $223,345 | $(223,345) | $279,470 |
| Inventory valuation adjustment | — | (18,039) | — | (18,039) |
| Environmental obligation mark-to-market adjustments | — | 83,119 | — | 83,119 |
| Unrealized loss (gain) on derivatives | — | (10,151) | — | (10,151) |
| Acquisition and integration costs | 63 | — | — | 63 |
| Debt extinguishment and commitment costs | — | 5,329 | — | 5,329 |
| Severance costs | 351 | 1,921 | — | 2,272 |
| Depreciation and amortization | 1,721 | 72,624 | 143 | 74,488 |
| Interest expense and financing costs, net | (6) | 51,683 | (277) | 51,400 |
| Equity losses (income) from subsidiaries | (295,434) | — | 295,434 | — |
| Income tax expense (benefit) | — | 72,616 | (71,860) | 756 |
| Gain on sale of assets, net | 27 | (197) | — | (170) |
| **Adjusted EBITDA (1)** | $(13,808) | $482,250 | $95 | $468,537 |

(1) For the three and nine months ended September 30, 2023 and 2022, there was no LIFO liquidation adjustment, change in value of contingent consideration, change in value of common stock warrants, change in valuation allowance or other deferred tax items, impairment expense, impairments associated with our investment in Laramie Energy, our share of Laramie Energy’s asset impairment losses in excess of our basis difference, or our share of Laramie Energy’s unrealized loss (gain) on derivatives. For the three and nine months ended September 30, 2022, there was no Par’s portion of interest, taxes, and depreciation expense from refining and logistics investments.

### Liquidity and Capital Resources

Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures, turnaround outlays, and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations, cash on hand, amounts available under our credit agreements, and access to capital markets.

Our liquidity position as of September 30, 2023 was $778.2 million and consisted of $769.7 million at Par Petroleum, LLC and subsidiaries, $8.5 million at Par Pacific Holdings, Inc., and an immaterial amount at all our other subsidiaries.

As of September 30, 2023, we had access to the ABL Credit Facility, the LC Facility, the J. Aron Discretionary Draw Facility, the MLC receivable advances, and cash on hand of $347.1 million. In addition, we have the Supply and Offtake Agreement with J. Aron, which is used to finance the majority of the inventory at our Hawaii refinery. Generally, the primary uses of our capital resources have been in the operations of our refining and retail segments, payments related to acquisitions, and to repay or refinance indebtedness. On June 1, 2023 we closed the Billings Acquisition; please read Note 5—Acquisitions for further information. On April 26, 2023, we terminated the Prior ABL Credit Facility with certain lenders and Bank of America and entered into a new ABL Credit Facility. On July 26, 2023, we entered into a new LC Facility in connection with the July 2023 S&O Amendment. Please read Note 11—Debt for further information about the ABL Credit Facility and Note 9—Inventory Financing Agreements for further information about the July 2023 S&O Amendment and LC Facility. On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility and USOR entered into a Wind-Down and Termination Agreement; please read Note 20—Subsequent Events for further information.

We believe our cash flows from operations and available capital resources will be sufficient to meet our current capital expenditures, working capital, and debt service requirements for the next 12 months. We may seek to raise additional debt or equity capital to fund acquisitions and any other significant changes to our business or to refinance existing debt. We cannot offer any assurances that such capital will be available in sufficient amounts or at an acceptable cost.

We may from time to time seek to retire or repurchase our common stock through cash purchases, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. The Term Loan Credit Agreement may also require annual prepayments of principal with a variable percentage of our excess cash flow, 50% or 25% depending on our consolidated year end secured net leverage ratio (as defined in the Term Loan Credit Agreement).

### Cash Flows

The following table summarizes cash activities for the nine months ended September 30, 2023 and 2022 (in thousands):

|  | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $581,445 | $369,053 |
| Net cash used in investing activities | (631,752) | (37,661) |
| Net cash used in financing activities | (79,039) | (34,522) |

### Cash flows for the nine months ended September 30, 2023

Net cash provided by operating activities for the nine months ended September 30, 2023 was driven primarily by net income of $439.3 million, non-cash charges to operations and non-operating items of approximately $106.4 million, and net cash provided by changes in operating assets and liabilities of approximately $35.7 million. Non-cash charges to operations and non-operating items consisted primarily of the following adjustments:

|  |  |
| --- | --- |
| • | depreciation and amortization expenses of $87.9 million, |
| • | debt commitment and extinguishment costs of $17.7 million, |
| • | stock based compensation costs of $9.0 million, |
| partially offset by: |  |
| • | a gain of $10.7 million from our equity investment in Laramie Energy. |

60

Net cash provided by changes in operating assets and liabilities resulted primarily from:

|  |  |
| --- | --- |
| • | an increase in our accounts payable primarily driven by the contribution of our Billings business, and |
| • | a decrease in inventory driven by lower crude oil and refined product prices, lower inventory volumes, and a decrease in RINs assets at our Hawaii and Wyoming refineries, |
| partially offset by: |  |
| • | an increase in our accounts receivable primarily driven by the contribution from our Billings Acquisition and higher accounts receivable balances across our legacy refining portfolio, and |
| • | a decrease in gross environmental credit obligations primarily related to retirements of a portion of our prior year obligations, partially offset by increased current period obligation. |

Net cash used in investing activities for the nine months ended September 30, 2023 consisted primarily of:

|  |  |
| --- | --- |
| • | $595.4 million used for the Billings Acquisition, and |
| • | $53.7 million in additions to property, plant, and equipment driven by maintenance projects at our refineries and various profit improvement projects, including construction of a flagship retail store in Washington, improved crude processing equipment at our Hawaii refinery, a co-processing unit at our Tacoma refinery, and various IT infrastructure improvements, |
| partially offset by: |  |
| • | a $10.7 million cash distribution received from Laramie Energy in the first quarter of 2023. |

Net cash used in financing activities was approximately $79.0 million for the nine months ended September 30, 2023 and consisted primarily of the following activities:

|  |  |
| --- | --- |
| • | net repayments under the J. Aron Discretionary Draw Facility and MLC receivable advances of $52.4 million, and |
| • | repurchases of common stock of $32.2 million, |
| partially offset by: |  |
| • | net borrowings of debt of $12.7 million primarily driven by the refinancing and consolidation of our debt. |

### Cash flows for the nine months ended September 30, 2022

Net cash provided by operating activities for the nine months ended September 30, 2022, was driven primarily by net income of $279.5 million, non-cash charges to operations of approximately $80.3 million, and net cash provided by changes in operating assets and liabilities of approximately $9.3 million. Non-cash charges to operations consisted primarily of the following adjustments:

|  |  |
| --- | --- |
| • | depreciation and amortization expenses of $74.5 million, |
| • | stock based compensation costs of $7.4 million, and |
| • | debt commitment and extinguishment costs of $5.3 million, |
| partially offset by: |  |
| • | unrealized gain on derivatives contracts of $10.2 million. |

Net cash provided by changes in operating assets and liabilities resulted primarily from:

- net increases in our Supply and Offtake Agreement and Washington Refinery Intermediation Agreement obligations and accounts payable, and
- an increase in gross environmental credit obligations primarily related to current period production volumes and increases in RINs prices,

61

|  |  |
| --- | --- |
| partially offset by: |  |
| • | net increases in our inventories and accounts receivable resulting from higher crude oil and refined product prices and higher inventory volumes at our Hawaii refinery; and |
| • | increase in prepaid and other primarily driven by a $71.2 million increase in Advances to suppliers for crude purchases. |

Net cash used in investing activities for the nine months ended September 30, 2022 consisted primarily of:

- $38.1 million in additions to property, plant, and equipment driven by profit improvement and turnaround projects including crude recovery and debottlenecking projects at our Tacoma refinery, maintenance and tank replacement projects at our Wyoming refinery, and co-generation engine and tank conversion projects at our Hawaii refinery.

Net cash used in financing activities was approximately $34.5 million for the nine months ended September 30, 2022 and consisted primarily of the following activities:

|  |  |
| --- | --- |
| • | net repayments of debt of $72.3 million primarily driven by the partial repurchase and cancellation of our 7.75% Senior Secured Notes and 12.875% Senior Secured Notes, and |
| • | repurchases of common stock of $7.3 million, |
| partially offset by: |  |
| • | net borrowings under the J. Aron Discretionary Draw Facility and MLC receivable advances of $48.2 million. |

***Cash Requirements.*** There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, outside the ordinary course of business except as follows:

***Debt Refinancing.*** On February 28, 2023, we entered into the Term Loan Credit Agreement. The proceeds were used to repurchase and cancel the then-outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes and terminate and repay all amounts outstanding under the Term Loan B Facility. As a result of this refinancing, our debt maturity was extended from 2026 to 2030 and, using interest rates that were in effect at March 31, 2023, our estimated undiscounted future interest payments increased to $344 million. On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility and the Wind-Down Agreement. Please read Note 11—Debt and Note 20—Subsequent Events for more information.

### Critical Accounting Estimates

There have been no material changes to critical accounting estimates disclosed in our Annual Report on Form 10-K for the nine months ended September 30, 2023.

### Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (“PSLRA”), or in releases made by the SEC, all of which may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors including, without limitation, the conflict between Russia and Ukraine and certain developments in the global crude oil markets, on our business, our customers, and the markets where we operate; our beliefs regarding available capital resources; our beliefs regarding the likely results or impact of certain disputes or contingencies and any potential fines or penalties; our beliefs regarding the fair value of certain assets, and our expectations with respect to laws and regulations, including environmental regulations and related compliance costs and any fines or penalties related thereto; our expectations regarding the sufficiency of our cash flows and liquidity; our expectations regarding anticipated capital expenditures, including the timing and cost of compliance with consent decrees and other enforcement actions; our expectations regarding the impact of the adoption of certain accounting standards; our estimates regarding the fair value of certain indebtedness; estimated costs to settle claims from the Delta bankruptcy; the estimated value of, and our ability to settle, legal claims remaining to be settled against third parties; our expectations regarding the synergies or other benefits of our acquisitions; our expectations regarding certain tax liabilities and debt obligations; management’s assumptions about future events; our ability to integrate the recently acquired ExxonMobil Billings refinery and associated marketing and logistics assets (the “Acquisition”) into our existing business, the anticipated synergies and other benefits of the Acquisition, including renewable growth opportunities; anticipated liabilities and costs associated with the Acquisition; the anticipated financial and operating results of the Acquisition, and the effect on the Company’s cash flows and profitability (including Adjusted EBITDA and Adjusted Net Income); our ability to raise additional debt or equity capital; our ability to make strategic investments in business opportunities; and the estimates, assumptions, and projections regarding future financial condition, results of operations, liquidity, and cash flows. These and other forward-looking statements could cause the actual results, performance, or achievements of Par and its subsidiaries to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act, and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including those set out in our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Risk Factors.”

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 Quarterly Report on Form 10-Q 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 above and under Critical Accounting Estimates and Risk Factors included in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date they are made. There can be no guarantee that the operational and financial measures the Company has taken, and may take in the future, will be fully effective. We do not intend to update or revise any forward-looking statements as a result of new information, future events, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

## Market risk

As filed, 5,598 characters.

### Commodity Price Risk

Our earnings, cash flows, and liquidity are significantly affected by commodity price volatility. Our Revenues fluctuate with refined product prices and our Cost of revenues (excluding depreciation) fluctuates with movements in crude oil and feedstock prices. Assuming all other factors remain constant, a $1 per barrel change in average gross refining margins, based on our throughput for the three months ended September 30, 2023 of 198 thousand bpd, would change annualized operating income by approximately $71.4 million. This analysis may differ from actual results.

In order to manage commodity price risks, we utilize exchange-traded futures, OTC options, and OTC swaps associated with:

- the price for which we sell our refined products;
- the price we pay for crude oil and other feedstocks;
- our crude oil and refined products inventory; and
- our fuel requirements for our refineries.

All of our futures and OTC swaps are executed to economically hedge our physical commodity purchases, sales, and inventory. All our open futures and OTC swaps at September 30, 2023, will settle by December 2024. Based on our net open positions at September 30, 2023, a $1 change in the price of crude oil, assuming all other factors remain constant, would result in a change of approximately $3.7 million to the fair value of these derivative instruments and Cost of revenues (excluding depreciation).

Our predominant variable operating cost is the cost of fuel consumed in the refining process, which is included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, we consumed approximately 143 thousand bpd of crude oil during the refining process across all our refineries. We internally consumed approximately 3% of this throughput in the refining process during the three and nine months ended September 30, 2023, which is accounted for as a fuel cost. We have executed option collars to economically hedge our internally consumed fuel cost at all our refineries. Please read Note 12—Derivatives to our condensed consolidated financial statements for more information.

### Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of RINs required to comply with the Renewable Fuel Standard. Our RVO is based on a percentage of our Hawaii, Wyoming, Washington, and Montana refineries’ production of on-road transportation fuel. The EPA sets the RVO percentages annually. On June 3, 2022, the EPA finalized the 2021 and 2022 RVOs, reduced the existing 2020 RVO, denied 69 small refinery exemption petitions including ours, and proposed that certain small refineries be permitted to use an alternative RIN retirement schedule for their 2019-2020 compliance obligations. On June 21, 2023, the EPA finalized the 2023, 2024, and 2025 RVOs. To the degree we are unable to blend the required amount of biofuels to satisfy our RVO, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows, we may purchase RINs when we deem the price of these instruments to be favorable. Some of these contracts are derivative instruments, however, we elect the normal purchases normal sales exception and do not record these contracts at their fair values.

Additionally, we are exposed to market risks related to the volatility in the price of compliance credits required to comply with Washington CCA and Clean Fuel Standard. To the extent we are unable to reduce the amount of greenhouse gas emissions in the transportation fuels we sell in Washington, we must purchase compliance credits at auction or in the open market. The number of credits required to comply with the Washington CCA and Clean Fuel Standard is based on the amount of greenhouse gas emissions in the transportation fuels we sell in Washington compared to certain regulatory limits. To mitigate the impact of this risk on our results of operations and cash flows, we may purchase credits when we deem the price to be favorable. Some of these contracts are derivative instruments and recorded at their fair value. Please read Note 12—Derivatives for more information.

### Interest Rate Risk

As of September 30, 2023, we had $547.3 million in debt principal that was subject to floating interest rates. We also had interest rate exposure in connection with our liabilities under the J. Aron Supply and Offtake Agreement and the MLC Washington Refinery Intermediation Agreement for which we pay charges based on the three-month London Interbank Offered Rate (“LIBOR”) and SOFR, respectively. An increase of 1% in the variable rate on our indebtedness, after considering the instruments subject to minimum interest rates, would result in an increase to our Cost of revenues (excluding depreciation) and Interest expense and financing costs, net, of approximately $0.8 million and $7.4 million per year, respectively. We may utilize interest rate swaps to manage our interest rate risk. As of September 30, 2023 we had entered into an interest rate collar at a cap of 5.50% and floor of 2.300%, based on the three month SOFR as of the fixing date. This swap expires on May 31, 2026. Please read Note 12—Derivatives for more information.

### Credit Risk

We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We will continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.

## Controls and procedures

As filed, 1,417 characters.

### Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, as of September 30, 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 September 30, 2023.

### Changes in Internal Control over Financial Reporting

Other than the acquisition of ExxonMobil’s Billings refinery on June 1, 2023, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are currently in the process of integrating the Billings refinery operations, control processes and information systems into our systems and control environment and will include them in scope 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.

## Risk factors

As filed, 518 characters.

There have been no material changes from the risks factors included under Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022. You should carefully consider the risk factors discussed in our 2022 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Filed Nov 8, 2023.
Source: SEC EDGAR, the filing index for accession 0000821483-23-000047. Last ingested by Listed: Nov 11, 2026, 02:48 ET. No prices; not investment advice.