UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________________________________________________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________________________________________________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________ (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 O ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________________________________________________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________ (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 ...

[Part I](index=6&type=section&id=PART%20I) This section provides an overview of Par Pacific Holdings, Inc.'s business operations, risk factors, properties, and legal proceedings [Item 1. Business](index=6&type=section&id=Item%201.%20BUSINESS) Par Pacific Holdings, Inc. operates three segments: Refining, Retail, and Logistics, alongside a 46.0% equity investment in Laramie Energy - Par Pacific's business is structured into three primary operating segments: Refining, Retail, and Logistics[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - In 2018, the company completed the Northwest Retail Acquisition, adding **33 convenience stores** in Washington and Idaho for approximately **$74.5 million**[18](index=18&type=chunk) - The company expanded its Hawaii refining operations by acquiring assets from IES Downstream for approximately **$66.9 million** in December 2018[19](index=19&type=chunk) - Subsequent to the reporting period, in January 2019, the company completed the acquisition of U.S. Oil & Refining Co. in Washington for **$326.7 million**, adding a **42 Mbpd refinery** and associated logistics[20](index=20&type=chunk) - The company holds a **46.0% equity investment** in Laramie Energy, LLC, a natural gas producer in Colorado[17](index=17&type=chunk)[71](index=71&type=chunk) [Refining Segment](index=7&type=section&id=Refining%20Segment) The refining segment operates three refineries in Hawaii, Wyoming, and Washington, with profitability benchmarked against regional crack spreads Refinery Capacities and Complexity (as of Dec 31, 2018) | Refinery | Location | Throughput Capacity (Mbpd) | Nelson Complexity Index | | :--- | :--- | :--- | :--- | | Hawaii | Kapolei, HI | 148 | 4.0 | | Wyoming | Newcastle, WY | 18 | 10.9 | | Washington | Tacoma, WA | 42 | 5.4 | Hawaii Refinery Throughput and Yield (2018) | Metric | Value | | :--- | :--- | | Feedstocks Throughput (Mbpd) | 74.9 | | Utilization | 78% | | **Yield (% of total throughput)** | | | Gasoline and blendstocks | 27.1% | | Distillates | 47.4% | | Fuel oils | 17.8% | | Other products | 4.5% | Wyoming Refinery Throughput and Yield (2018) | Metric | Value | | :--- | :--- | | Feedstocks Throughput (Mbpd) | 16.4 | | Utilization | 91% | | **Yield (% of total throughput)** | | | Gasoline and blendstocks | 49.5% | | Distillate | 45.8% | | Fuel oil | 1.6% | | Other products | 0.8% | Key Refining Margin Indicators (Average $/bbl) | Crack Spread | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | 4-1-2-1 Singapore (Hawaii) | $7.22 | $7.18 | $3.74 | | Wyoming 3-2-1 Index | $22.69 | $21.80 | $16.27 | [Retail Segment](index=11&type=section&id=Retail%20Segment) The retail segment manages 124 outlets across Hawaii, Washington, and Idaho, utilizing various brands including proprietary ones Retail Outlet Count by Location and Brand | Location | "76" Brand | Hele Brand | Cenex® Zip Trip | Unbranded | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Hawaii | 41 | 39 | 0 | 11 | 91 | | Washington | 0 | 0 | 25 | 0 | 25 | | Idaho | 0 | 0 | 8 | 0 | 8 | | **Total** | **41** | **39** | **33** | **11** | **124** | - The company holds an exclusive license for the "76" brand in Hawaii, expiring in September 2024, and is actively rebranding sites to its proprietary "Hele" and "nomnom" brands[49](index=49&type=chunk) [Logistics Segment](index=13&type=section&id=Logistics%20Segment) The logistics segment provides essential infrastructure for refining and retail operations, including pipelines, terminals, and storage facilities - In Hawaii, the logistics network includes an offshore SPM, undersea pipelines, a **27-mile products pipeline** on Oahu, and barge operations for inter-island distribution[54](index=54&type=chunk)[55](index=55&type=chunk)[60](index=60&type=chunk) - The Wyoming logistics network features a **140-mile crude oil gathering system** and a **40-mile refined products pipeline**[62](index=62&type=chunk) - The Washington logistics assets (acquired in Jan 2019) include **2.9 million barrels of storage**, a marine terminal, a unit train-capable rail terminal, and a proprietary jet fuel pipeline[64](index=64&type=chunk) [Other Operations - Laramie Energy](index=15&type=section&id=Other%20Operations%20-%20Laramie%20Energy) Par Pacific holds a 46.0% equity investment in Laramie Energy, a natural gas producer in Colorado's Piceance Basin Company's Share of Laramie Energy Proved Reserves (as of Dec 31, 2018) | Reserve Category | Gas (MMcf) | Oil (Mbbls) | NGLs (Mbbls) | Total (MMcfe) | | :--- | :--- | :--- | :--- | :--- | | Proved developed | 256,363 | 1,420 | 8,868 | 318,091 | | Proved undeveloped | 81,428 | 325 | 3,715 | 105,668 | | **Total** | **337,791** | **1,745** | **12,583** | **423,759** | Estimated Future Net Cash Flows from Laramie Energy (in thousands) | Metric | Amount | | :--- | :--- | | Estimated future undiscounted net cash flows | $607,232 | | Standardized measure of discounted future net cash flows (PV-10) | $319,102 | [Environmental Regulations](index=17&type=section&id=Environmental%20Regulations) The company's operations are subject to extensive environmental regulations, including RFS and IMO 2020, with ongoing compliance efforts and a Consent Decree - The company must comply with the Renewable Fuel Standard (RFS2), which mandates blending increasing amounts of renewable fuels or purchasing Renewable Identification Numbers (RINs) to meet obligations[98](index=98&type=chunk) - The company is preparing for the International Maritime Organization's (IMO) 2020 regulations, which will lower the global limit on sulfur content in maritime fuels to **0.5%**, with a new Diesel Hydrotreater unit being built in Hawaii to help meet this new demand[33](index=33&type=chunk)[102](index=102&type=chunk) - Under a 2016 Consent Decree with the EPA and DOJ, the Hawaii refinery is undergoing capital improvements to reduce emissions, with the former owner, Tesoro, responsible for reimbursing these capital expenditures[122](index=122&type=chunk)[123](index=123&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20RISK%20FACTORS) The company faces significant operational, regulatory, business, and financial risks, including commodity price volatility and substantial indebtedness - Operating risks include operational hazards (fires, explosions, spills), volatility in crude oil and refined product prices, and reliance on third-party transportation[141](index=141&type=chunk)[142](index=142&type=chunk)[150](index=150&type=chunk) - Regulatory risks stem from evolving environmental, health, and safety laws, particularly those related to climate change (GHG emissions) and renewable fuel mandates (RFS), which could increase compliance costs and reduce demand for petroleum products[160](index=160&type=chunk)[161](index=161&type=chunk)[163](index=163&type=chunk) - Business risks include geographic concentration of assets, the need for substantial capital expenditures for refinery maintenance, strong competition in retail, and potential difficulties in integrating acquisitions[175](index=175&type=chunk)[176](index=176&type=chunk)[199](index=199&type=chunk) - Financial risks are significant due to a substantial level of indebtedness (**$392.6 million** at year-end 2018), which requires significant interest payments and could affect financial condition, and reliance on intermediation agreements for inventory financing, exposing it to counterparty risk[181](index=181&type=chunk)[182](index=182&type=chunk)[186](index=186&type=chunk) [Item 2. Properties](index=37&type=section&id=Item%202.%20PROPERTIES) This section details the natural gas and oil properties held through the company's 46.0% equity investment in Laramie Energy, located in Colorado's Piceance Basin - All natural gas and oil properties are held through the investment in Laramie Energy and are located in Garfield, Mesa, and Rio Blanco Counties, Colorado, primarily producing from the Mesaverde Formation[217](index=217&type=chunk) Company's Share of Laramie Energy Production Volumes | Production Volumes | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Oil (Mbbls) | 106 | 71 | 59 | | NGLs (Mbbls) | 712 | 608 | 552 | | Natural Gas (MMcf) | 25,513 | 18,104 | 15,192 | | **Total (MMcfe)** | **30,421** | **22,178** | **18,858** | - During 2018, **70,190 MMcfe** of the company's share of Laramie's proved undeveloped reserves were converted to proved developed reserves, representing **51%** of the prior year-end proved undeveloped balance[230](index=230&type=chunk) - Laramie Energy completed **140 gross development wells** in 2018, a significant increase from **74** in 2017 and **56** in 2016[243](index=243&type=chunk) [Item 3. Legal Proceedings](index=43&type=section&id=Item%203.%20LEGAL%20PROCEEDINGS) The company is subject to a 2016 Consent Decree with the EPA and DOJ regarding its Hawaii refinery, with the former owner, Tesoro, responsible for associated costs - The company's Hawaii refinery is subject to a 2016 Consent Decree with the EPA and DOJ for alleged Clean Air Act violations, with related work ongoing[248](index=248&type=chunk) - Tesoro (now Andeavor/Marathon) is financially responsible for the capital expenditures and any fines or penalties associated with the Consent Decree[248](index=248&type=chunk) [Part II](index=44&type=section&id=PART%20II) This section covers market information for common equity, selected financial data, management's discussion and analysis, market risk disclosures, and financial statements [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=44&type=section&id=Item%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS,%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on the NYSE under "PARR," has not paid dividends, and repurchased 1,293 shares in Q4 2018 for tax purposes - The company's common stock began trading on the NYSE under the symbol "**PARR**" on February 20, 2018[252](index=252&type=chunk) - The company has not paid dividends on its common stock and does not anticipate doing so in the foreseeable future[253](index=253&type=chunk) Issuer Purchases of Equity Securities (Q4 2018) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 1 - Oct 31, 2018 | 0 | $0.00 | | Nov 1 - Nov 30, 2018 | 0 | $0.00 | | Dec 1 - Dec 31, 2018 | 1,293 | $14.18 | | **Total** | **1,293** | **$14.18** | [Item 6. Selected Financial Data](index=46&type=section&id=Item%206.%20SELECTED%20FINANCIAL%20DATA) Revenues increased to $3.41 billion in 2018, while operating income and net income decreased to $81.9 million and $39.4 million, respectively Selected Financial Data (in thousands, except per share data) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Statement of Operations Data:** | | | | | Revenues | $3,410,728 | $2,443,066 | $1,865,045 | | Operating income (loss) | $81,941 | $93,961 | $(19,649) | | Net income (loss) | $39,427 | $72,621 | $(45,835) | | Income (loss) per diluted common share | $0.85 | $1.57 | $(1.08) | | **Balance Sheet Data (End of Period):** | | | | | Total assets | $1,460,734 | $1,347,407 | $1,145,433 | | Total long-term debt, net | $392,607 | $384,812 | $350,110 | | Total stockholders' equity | $512,329 | $447,719 | $368,909 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Net income decreased in 2018 due to lower refining margins and acquisition costs, with 2019 capital expenditures budgeted at $100-$110 million Consolidated Financial Performance (2018 vs. 2017) | Metric (in millions) | 2018 | 2017 | Change | | :--- | :--- | :--- | :--- | | Net Income | $39.4 | $72.6 | $(33.2) | | Adjusted EBITDA | $132.1 | $140.8 | $(8.7) | | Adjusted Net Income | $49.3 | $63.3 | $(14.0) | - The decrease in 2018 net income was primarily driven by lower refining margins, a **$10.5 million** charge for the Tesoro earn-out settlement, higher acquisition costs, and lower equity earnings from Laramie Energy[270](index=270&type=chunk) - The company's liquidity was **$138.8 million** as of December 31, 2018, comprised of cash, availability under its ABL Credit Facility, and a deferred payment arrangement with J. Aron[354](index=354&type=chunk)[355](index=355&type=chunk) - The 2019 capital expenditure budget is set at **$100 million to $110 million**, primarily for projects at the Hawaii and Washington refineries, including a diesel hydrotreater project to meet IMO 2020 demand[365](index=365&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=Item%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces significant commodity price risk, particularly from crack spreads and RINs, and interest rate risk from new floating-rate term loans - A **$1 per barrel** change in average gross refining margins would impact annualized operating income by an estimated **$33.4 million**, based on Q4 2018 throughput[414](index=414&type=chunk) - The company is exposed to market risk from the price volatility of RINs needed to comply with the Renewable Fuel Standard[419](index=419&type=chunk) - As of December 31, 2018, the company had no outstanding debt subject to floating interest rates, but its J. Aron financing agreement was tied to LIBOR; in January 2019, the company took on **$295 million** in new term loans with floating interest rates[420](index=420&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=80&type=section&id=Item%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section includes the company's audited consolidated financial statements for 2018, 2017, and 2016, along with the independent auditor's report [Item 9A. Controls and Procedures](index=80&type=section&id=Item%209A.%20CONTROLS%20AND%20PROCEDURES) Management and the independent auditor concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2018 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2018[425](index=425&type=chunk) - Management assessed the company's internal control over financial reporting as effective as of December 31, 2018, based on the COSO framework[428](index=428&type=chunk) - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2018[429](index=429&type=chunk)[431](index=431&type=chunk) [Part III](index=83&type=section&id=PART%20III) This section incorporates information on directors, executive compensation, security ownership, related transactions, and accountant fees by reference from the proxy statement [Items 10-14](index=83&type=section&id=Items%2010,%2011,%2012,%2013,%20and%2014) Information for these items, covering governance, compensation, ownership, related transactions, and accounting fees, is incorporated by reference from the definitive proxy statement - Information for Part III (Items 10-14) is incorporated by reference from the registrant's definitive proxy statement[439](index=439&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk)[442](index=442&type=chunk)[443](index=443&type=chunk) [Part IV](index=84&type=section&id=PART%20IV) This section details the exhibits and financial statement schedules filed as part of the Form 10-K report [Item 15. Exhibits and Financial Statement Schedules](index=84&type=section&id=Item%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This item provides an index to the Consolidated Financial Statements and a comprehensive list of all exhibits filed with the report - This item contains the index to the Consolidated Financial Statements and a comprehensive list of all exhibits filed with the report[446](index=446&type=chunk) [Financial Statements](index=99&type=section&id=FINANCIAL%20STATEMENTS) This section presents the company's audited consolidated financial statements and detailed notes for the fiscal years ended December 31, 2018, 2017, and 2016 [Consolidated Financial Statements](index=101&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements provide the company's financial position, operations, and cash flows for the three years ended December 31, 2018 Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | Total Current Assets | $586,592 | $603,544 | | Total Assets | $1,460,734 | $1,347,407 | | Total Current Liabilities | $507,201 | $470,952 | | Long-term debt, net | $392,607 | $384,812 | | Total Liabilities | $948,405 | $899,688 | | Total Stockholders' Equity | $512,329 | $447,719 | Consolidated Statement of Operations Highlights (in thousands) | Account | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Revenues | $3,410,728 | $2,443,066 | $1,865,045 | | Operating income (loss) | $81,941 | $93,961 | $(19,649) | | Net income (loss) | $39,427 | $72,621 | $(45,835) | Consolidated Statement of Cash Flows Highlights (in thousands) | Account | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $90,620 | $106,483 | $(23,393) | | Net cash used in investing activities | $(175,821) | $(31,673) | $(286,243) | | Net cash provided by (used in) financing activities | $41,943 | $(4,751) | $190,118 | [Notes to Consolidated Financial Statements](index=108&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, recent acquisitions, debt, commitments, and segment performance - Note 4 details the 2018 acquisitions: the Hawaii Refinery Expansion for **$66.9 million** (asset acquisition) and the Northwest Retail Acquisition for **$74.5 million** (business combination, adding **$46.2 million** in goodwill)[553](index=553&type=chunk)[557](index=557&type=chunk)[560](index=560&type=chunk) - Note 12 provides a detailed breakdown of the company's debt, with the largest components being **$300 million** of **7.75% Senior Secured Notes due 2025** and **$115 million** of **5.00% Convertible Senior Notes due 2021**[593](index=593&type=chunk) - Note 15 outlines significant commitments, including environmental remediation accruals of **$17.3 million** for the Wyoming refinery and the settlement of the Tesoro earn-out dispute for **$10.5 million** in March 2018[674](index=674&type=chunk)[680](index=680&type=chunk) - Note 22 describes the subsequent event of the Washington Refinery Acquisition, completed on January 11, 2019, for **$326.7 million**, which was funded by new term loans of **$250 million** and **$45 million**[799](index=799&type=chunk)[803](index=803&type=chunk)[804](index=804&type=chunk)