What changed in this filing

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Item 1A. Risk Factors

2023-05-04 compared with 2022-11-09 · 33 added, 5 removed, 1 unchanged (97% of the section changed)

Except as set forth below, there have been no material changes from the risk factors disclosed in Item 1A of our 2022 Annual Report on Form 10-K.

Our proposal to acquire all of the publicly held common units of DCP LP may not be approved by the special committee of the Board of its general partner, which may result in the proposed transaction not being completed on the terms and conditions contemplated in our initial proposal, or at all.

On August 17, 2022, we announced the submission of a non-binding proposal to the board of the general partner of DCP LP offering to acquire all publicly held common units of DCP LP for cash consideration of $34.75 per unit (the Proposal).

The board of directors of the general partner of DCP LP has appointed a special committee to evaluate the Proposal and any potential transaction with us related to the Proposal (a Potential Transaction).

There can be no assurance that a definitive agreement will be executed or that any Potential Transaction will be consummated on the terms described herein, or at all.

Furthermore, if we reach agreement, we anticipate that the consummation of any Potential Transaction will be subject to a number of conditions, and there can be no assurances that such conditions will be satisfied or waived or that any Potential Transaction will be completed in a timely manner or at all.

Political and economic developments could affect our operations and materially reduce our profitability and cash flows.

Actions of federal, state, local and international governments through legislation or regulation, executive order, permit or other review of infrastructure or facility development, and commercial restrictions could delay projects, increase costs, limit development, or otherwise reduce our profitability both in the United States and abroad.

Any such actions may affect many aspects of our operations, including:

• Establishing maximum margins that can be earned on sales of motor fuels or imposing financial penalties on profits earned above any established maximum margins.

• Limiting or prohibiting our ability to undertake turnaround or other maintenance activities at our refineries.

• Requiring permits or other approvals that may impose unforeseen or unduly burdensome conditions or potentially cause delays in our operations.

• Further limiting or prohibiting construction or other activities in environmentally sensitive or other areas.

• Requiring increased capital costs to construct, maintain or upgrade equipment, facilities or infrastructure.

• Restricting the locations where we may construct facilities or requiring the relocation of facilities.

For example, in March 2023, the California legislature adopted Senate Bill No.

2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2), which, among other things, (i) authorizes the establishment of a maximum gross gasoline refining margin (maximum margin) and the imposition of a financial penalty for profits above the maximum margin, (ii) significantly expands reporting obligations relating to the maintenance and business of our California refineries, which includes reporting requirements to the California Energy Commission (CEC) for all participants in the petroleum industry supply chain in California, (iii) creates the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorizes the CEC to regulate the timing and other aspects of refinery turnaround and other maintenance activities in certain instances.

While the provisions of SBx 1-2 are expected to become effective June 26, 2023, and the CEC has not yet undertaken rulemaking with respect to SBx 1-2, the potential implementation of a financial penalty or any restrictions or delays on our ability to undertake turnaround or other maintenance activities creates uncertainty due to the potential adverse effects on our refining, marketing and midstream operations in California, which may be material to our results of operations, financial condition, profitability and cash flows.

We anticipate that other jurisdictions may contemplate similarly focused legislation or actions.

The ultimate timing and impacts of SBx 1-2 and any other similarly focused legislation or actions are subject to considerable uncertainty due to a number of factors, including technological and economic feasibility, legal challenges, and potential changes in law, regulation, or policy, and it is not currently possible to predict the ultimate effects of these matters and developments, but they may be significant.

For example, adverse effects on the financial performance of our operations in the state of California or the useful lives of the assets related to such operations may result in the recognition of material asset impairment charges and asset retirement obligations.

Furthermore, the U.S.

government can prevent or restrict us from doing business in foreign countries and from doing business with entities affiliated with foreign governments, which can include state oil companies and U.S.

subsidiaries of those companies.

The Office of Foreign Assets Control (OFAC) of the U.S.

Department of the Treasury administers and enforces economic and trade sanctions based on U.S.

foreign policy and national security matters.

The effect of any such OFAC sanctions could disrupt transactions with or operations involving entities affiliated with sanctioned countries, and could limit our ability to obtain optimum crude slates and other refinery feedstocks and effectively distribute refined petroleum products.

Other political and economic risks include global pandemics;

financial market turmoil;

economic volatility and global economic slowdown;

currency exchange rate fluctuations;

short-term and long-term inflationary pressures;

import or export restrictions and changes in trade regulations;

supply chain disruptions;

acts of terrorism, war, civil unrest and other political risks;

limitations in the availability of labor to develop, staff and manage operations;

and potentially adverse tax developments.

If any of these events occur, our businesses and results of operations may be adversely affected.

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

What changed 10-Q

Item 1A. Risk Factors