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These state actions could reduce demand for our refined petroleum products, which could have a material adverse effect on our business, results of operations, and financial condition.
−Removed: Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from natural gas and oil sales, or otherwise alter the way we conduct our business.
+Added: Potential legislative and regulatory actions addressing climate change could increase our costs, reduce our revenue and cash flow from operations, or otherwise alter the way we conduct our business.
Currently, multiple legislative and regulatory measures to address GHG, including CO 2 , methane, and NO X , and other emissions are in various phases of consideration, promulgation, or implementation at various levels of the federal and state government.
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On January 20, 2021, President Biden announced that the United States would be reentering the Paris Agreement.
−Removed: This reentry became effective on February 19, 2021.
−Removed: Restrictions on emissions of methane or carbon dioxide that have been or may be imposed in various U.S.
−Removed: states, at the U.S.
−Removed: federal level, or in other countries could adversely affect the oil and gas industry.
+Added: This reentry became effective on February 19, 2021, however, on January 20, 2025, President Trump signed Executive Order 14162 directing the U.S.
+Added: government to again withdraw from the Paris Agreement.
The EPA has issued a notice of finding and determination that emissions of CO 2 , methane, and other GHGs present an endangerment to human health and the environment.
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Federal, regional, and state climate change and air emissions goals and regulatory programs under the Clean Air Act are complex, subject to change, and create uncertainty due to a number of factors including technological feasibility, legal challenges, and potential changes in federal policy.
−Removed: Nevertheless, stricter regulation can be expected in the future and any of these or similar changes, or regulatory enforcement in connection with such requirements, may have a material adverse impact on our business, results of operations, and financial condition.
+Added: Nevertheless, stricter regulation can be expected in the future and any of these or similar changes, including a switch to alternative fuels such as liquified natural gas for power generation, or regulatory enforcement in connection with such requirements, may have a material adverse impact on our business, results of operations, and financial condition.
For more information, please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K .
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Investigative work by Wyoming Refining and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts.
−Removed: As of December 31, 2023, we have accrued $14.0 million for the well-understood components of these efforts based on current
−Removed: information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.
+Added: December 31, 2024, we have accrued $13.1 million for the well-understood components of these efforts based on current information, approximately one-third of which we expect to incur in the next five years and the remainder to be incurred over approximately 30 years.
Additionally, we believe the Wyoming refinery will need to modify or close a series of wastewater impoundments in the next several years and to replace those impoundments with a new wastewater treatment system.
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For more information, please read Note 18—Commitments and Contingencies to our consolidated financial statements under Item 8 of this Form 10-K .
+Added: Tariffs may adversely affect our financial condition, results of operations, and cash flows.
+Added: President Trump has threatened to implement tariffs on certain foreign goods, such as crude oil from Canada.
+Added: Tariffs against Canadian crude oil would increase our input costs, resulting in higher production costs and lower gross margins, and could make our products less competitive and reduce consumer demand.
+Added: Any such tariffs or, if enacted, any further executive or legislative action that affects trade, including retaliatory tariffs, could subject us to additional risks.
+Added: We cannot predict whether, or to what extent, tariff or other trade protections may affect our financial condition, results of operations, or cash flows.
BUSINESS RISKS
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These factors include, among other things, changes in the economy, weather conditions, demographics and population, refined product mix demand, increased supply of refined products from competitors, and reductions in the supply of crude oil.
−Removed: We must make substantial capital expenditures at our refineries and related assets to maintain their reliability and efficiency.
+Added: We must make substantial capital expenditures and complete periodic turnarounds at our refineries and related assets to maintain their reliability and efficiency.
If we are unable to complete capital projects at their expected costs or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations, or cash flows could be adversely affected.
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These costs do not result in increases in unit capacities, but rather are focused on trying to maintain safe, reliable operations.
−Removed: Delays or cost increases related to the engineering, procurement, and construction of new facilities, or improvements and repairs to our existing facilities and equipment, could have a material adverse effect on our business, financial condition, or results of operations.
+Added: Delays or cost increases related to the engineering, procurement, and construction of new facilities, or improvements and repairs to our existing facilities and equipment during periodic turnarounds, could have a material adverse effect on our business, financial condition, or results of operations.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:
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Increased competition from these alternatives as a result of governmental regulations, technological advances, and consumer demand could have an impact on pricing and demand for our products and our profitability.
−Removed: If we are unable to obtain crude oil supplies for our refineries without the benefit of our Supply and Offtake Agreement, LC Facility, and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity.
−Removed: All of the crude oil delivered at our Hawaii refinery is subject to our Supply and Offtake Agreement with J.
−Removed: Aron and certain crude deliveries at our Hawaii refinery are subject to the LC Facility.
+Added: If we are unable to obtain crude oil supplies for our refineries without the benefit of our Inventory Intermediation Agreement and ABL Credit Facility, the capital required to finance our crude oil supply could negatively impact our liquidity.
+Added: Crude oil in storage tanks and certain crude oil in transit at our Hawaii refinery is subject to our Inventory Intermediation Agreement.
Deliveries of crude oil at our other refineries are subject to the ABL Credit Facility.
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Such increased exposure could negatively impact our liquidity position due to the increase in working capital used to acquire crude oil inventory for our refineries.
−Removed: The Supply and Offtake Agreement and LC Facility expose us to counterparty credit and performance risk.
−Removed: We have the Supply and Offtake Agreement with J.
−Removed: Aron, pursuant to which J.
−Removed: Aron will intermediate crude oil supplies and refined product inventories at our Hawaii refinery.
−Removed: Aron will own all of the crude oil in our tanks and substantially all of our refined product inventories prior to our sale of the inventories.
−Removed: Upon termination of the Supply and Offtake Agreement, which terminates on May 31, 2024, we are obligated to repurchase all crude oil and refined product inventories then owned by J.
−Removed: Aron and located at the specified storage facilities at then current market prices.
+Added: The Inventory Intermediation Agreement expose us to counterparty credit and performance risk.
+Added: We have the Inventory Intermediation Agreement with Citi, pursuant to which Citi will purchase and deliver crude oil to our Hawaii refinery.
+Added: Upon termination of the Inventory Intermediation Agreement, we are obligated to repurchase all crude oil inventories then owned by Citi.
This repurchase obligation could have a material adverse effect on our business, results of operations, or financial condition.
−Removed: Our agreement with J.
−Removed: Aron also requires us to pay substantial interest expense associated with the facility, which will increase in a rising crude oil price and interest rate environment.
−Removed: We also have the LC Facility which is intended to finance and provide credit support for certain of PHR’s purchases of crude oil.
+Added: Our agreement with Citi also requires us to pay interest expense associated with the facility, which will increase in a rising crude oil price and interest rate environment.
An adverse change in the business, results of operations, liquidity, or financial condition of one of our counterparties could adversely affect the ability of such counterparty to perform its obligations, which could consequently have a material adverse effect on our business, results of operations, or liquidity and, as a result, our business and operating results.
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We cannot assure you that any of these remedies could, if necessary, be affected on commercially reasonable terms, or at all.
−Removed: Our liquidity is constrained by our need to satisfy our obligations under our debt agreements, the Supply and Offtake Agreement, and the LC Facility.
+Added: Our liquidity is constrained by our need to satisfy our obligations under our debt agreements, and the Inventory Intermediation Agreement.
The availability of capital when the need arises will depend upon a number of factors, some of which are beyond our control.
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We have a substantial amount of indebtedness, which requires significant interest payments.
−Removed: As of December 31, 2023, we had $650.9 million of indebtedness and Interest expense and financing costs, net for the year ended December 31, 2023 was $72.5 million.
+Added: As of December 31, 2024, we had $1.1 billion of indebtedness and Interest expense and financing costs, net for the year ended December 31, 2024, was $82.8 million.
Our substantial level of indebtedness could have important consequences, including the following:
−Removed: • we must use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness and obligations under the Supply and Offtake Agreement and LC Facility, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions;
+Added: • we must use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness and obligations under the Inventory Intermediation Agreement, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes, and potential acquisitions;
• our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impaired;
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Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly and otherwise impact our ability to incur indebtedness for acquisitions and working capital needs.
−Removed: We are subject to interest rate risk in connection with borrowings under certain of our debt agreements as well as our Supply and Offtake Agreement and LC Facility, which bear interest at variable rates.
+Added: We are subject to interest rate risk in connection with borrowings under certain of our debt agreements as well as our Inventory Intermediation Agreement, which bear interest at variable rates.
Interest rate changes will not affect the market value of indebtedness incurred under such debt agreements, but could affect the amount of our interest payments and, accordingly, our future earnings and cash flows, assuming other factors are held constant.
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Any failure by us to attract, develop, retain, motivate, and maintain good relationships with qualified individuals could adversely affect our business and results of operations.
−Removed: Adverse changes in global economic conditions and the demand for transportation fuels may impact our business and financial condition in ways that we currently cannot predict.
+Added: Technological change or adverse changes in global economic conditions could affect the demand for transportation fuels and impact our business and financial condition in ways that we currently cannot predict.
A recession or prolonged economic downturn would adversely affect the business and economic environment in which we operate.
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The consequences of such adverse effects could include interruptions or delays in our suppliers’ performance of our contracts, reductions and delays in customer purchases, delays in or the inability of customers to obtain financing to purchase our products, and bankruptcy of customers.
+Added: Additionally, technological changes or innovations related to, among other things, electric vehicles or autonomous driving may create risks to our business that we are unable to predict.
Any of these events may adversely affect our financial condition, cash flows, and profitability.
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This volatility may affect the price at which you could sell your common stock.
−Removed: The market price for our common stock has varied between a high of $37.02 on August 11, 2023, and a low of $20.66 on May 5, 2023 , during the year ended December 31, 2023.
+Added: The market price for our common stock has varied between a high of $40.34 on February 26, 2024, and a low of $15.09 on December 20, 2024, during the year ended December 31, 2024.
This volatility may affect the price at which you could sell your common stock.
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The ability of our board of directors or a committee thereof to create and issue a new series of preferred stock and certain provisions of Delaware law and our certificate of incorporation and bylaws could impede a merger, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock.
−Removed: As of January 23, 2024, Blackrock, Inc., together with its affiliates, owned or had the right to acquire approximately 14.3% of our outstanding common stock.
+Added: Based on Schedule 13G filed on February 5, 2025, Blackrock, Inc., together with its affiliates, owns or had the right to acquire approximately 17.1% of our outstanding common stock.
This level of ownership of shares of our common stock could have the effect of discouraging or impeding an unsolicited acquisition proposal.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.