Valero Energy · Risk factors

Prior heading: Our financial results are affected by volatile margins, which are dependent upon factors beyond our control, including the price of crude oil, corn, and other feedstocks and the market price at which we can sell our products.

Our financial results are affected by the relationship, or margin, between our product prices and the prices for crude oil, corn, and other feedstocks, feedstocks that we purchase, which can vary based on global, regional, and local market conditions, as well as by type and class of product. Historically, refining and ethanol product margins have been volatile, and we believe they will continue to be volatile in the future. We expect that the volume of renewable diesel produced by competitors will increase going forward, and as the market becomes more competitive, or if there are changes in the regulations, policies, and standards affecting the demand for low-carbon fuels, our Renewable Diesel segment may experience increased volatility in product margins. Our cost to acquire feedstocks and the price at which we can ultimately sell products depend upon several factors beyond our control, including regional and global supply supplies of and demand for feedstocks (such as crude oil, corn, waste and other feedstocks, gasoline, diesel, other renewable feedstocks and corn), liquid transportation fuels (such as jet fuel, gasoline, diesel, renewable diesel, and ethanol), and other products. These in turn depend on, among other things, the availability and quantity of imports, feedstocks and liquid transportation fuels imported into the countries in which we operate, the production levels of U.S. and international suppliers, levels of product inventories, productivity and growth (or the lack thereof) of the U.S. and global economies, the U.S. government’s relationships with foreign governments, political affairs, and the extent of governmental government regulation. The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree on and to maintain crude oil price and production controls has and changes in trade flows from events such as the Russia-Ukraine conflict have also had, and may are likely to continue to have, a significant impact on the market prices of crude oil and certain of our products. Additionally, the regulations, policies, and standards discussed under “ITEMS 1. and 2. BUSINESS AND PROPERTIES—OUR COMPREHENSIVE LIQUID FUELS STRATEGY—Regulations, Policies, and Standards Driving Low-Carbon Fuel Demand” have had, and may are likely to continue to have, a significant impact on the market prices of the feedstocks for, and products produced by, our low-carbon fuels businesses. Any adverse change in these regulations, policies, and standards, including standards (including, for example, changes in the calculation price of CI scores, carbon or other inputs that affect the value of our low-carbon fuels), or in our ability to obtain any approved fuel pathways, could have a material adverse effect on the margins we receive for our low-carbon products in certain markets. Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on product margins are uncertain. We do not produce crude oil, corn, waste and renewable feedstocks, corn or other primary feedstocks and must purchase nearly all of the feedstocks we process. We generally purchase our feedstocks long before we process them and sell the resulting products. Price level changes during the period between purchasing feedstocks and selling the resulting products has had, and in the future could continue to have, a significant effect on our financial results. A decline in market prices has had and could negatively again have a negative impact to the carrying value of our inventories. Economic turmoil, uncertainty, inflation, cybersecurity incidents, and political unrest or hostilities, including the threat of future terrorist attacks, could affect the economies of the U.S. and other countries. Lower levels of economic activity could result in declines in energy consumption, including declines in reduce the demand for and consumption of our products, which could cause our revenues and margins to decline and decline, limit our future growth prospects. prospects and affect our capital allocation decisions. Inflation could negatively impact our operating costs and increased product prices could result in demand destruction. Refining, renewable diesel, and ethanol margins also can be significantly impacted by changes in the addition of worldwide production capacity through of such products, whether due to the expansion expansion, closure, or transition of existing facilities facilities, or the construction of new refineries or plants. Worldwide refining capacity expansions may result in refining facilities, and those product margins will be adversely affected if the worldwide production capacity exceeding refined petroleum product demand, which would have an adverse effect on refining margins. for such products exceeds demand. A significant portion of our profitability is derived from the ability to purchase and process crude oil feedstocks that historically have been cheaper than benchmark crude oils, such as Louisiana Light Sweet (LLS) and Brent crude oils. These crude oil feedstock differentials vary significantly depending on overall economic conditions and trends and conditions within the markets for crude oil and refined petroleum products. Previous declines in such differentials have had, and any future declines would will likely again have, a negative impact on our results of operations.

Added · Removed · word-level comparison of the two filings

Prior heading: Technological and industry developments, and evolving investor and market sentiment regarding fossil fuels and GHG emissions, may decrease the demand for our products and could adversely affect our performance.

A reduction in the demand for our products could result from a transition by consumers to alternative fuel vehicles by consumers, vehicles, such as electric vehicles (EVs) and hybrid vehicles, whether as a result of technological or scientific advances, government mandates, mandates or incentives, industry developments, or consumer or investor sentiment towards fossil fuels and GHG emissions. New or changing technologies developments may be developed that make alternative fuel vehicles more affordable or desirable, including improvements in battery and storage technology, increases to EV in driving ranges, increased availability of charging stations and other necessary infrastructure, expanded and more reliable supply chains, increased inventory, which may cause some consumers to shift to alternative and improvements in hydrogen fuel vehicles, including vehicles that use cell technology. Any such developments could increase consumer acceptance and result in greater market penetration of alternative fuels other than the liquid fuels we produce. Additionally, there fuel vehicles. There may be new entrants into the renewable low-carbon fuels industry that could meet demand for lower-carbon transportation fuels and modes of transportation in a more efficient or less costly manner than our technologies and products, which could also have a material adverse effect on our low-carbon fuels businesses. products. For instance, example, several other companies have made, or announced interest in making, investments in renewable diesel projects. Should As these projects develop, we would will face increased competition from them for waste and renewable feedstocks and customers, which could strain reduce our product margins on the products we sell and limit the growth and profitability of our low-carbon fuels businesses. It While it is not currently possible at this time to predict the ultimate form, timing, or extent of any such developments. However, a reduction in the demand for our products as a result of developments, any of the foregoing events such event could materially and adversely affect our business, financial condition, results of operations, and liquidity.

Added · Removed · word-level comparison of the two filings

Prior heading: Investor and market sentiment towards climate change, fossil fuels, GHG emissions, environmental justice, and other ESG matters could adversely affect our business, cost of capital, and the price of our common stock and debt securities.

There have been efforts in In recent years aimed at years, a number of advocacy groups, both in the U.S. and internationally, have campaigned for government and private action to promote climate and other ESG-related change, particularly at public companies, through investment community, including and voting practices of investment advisors, sovereign wealth funds, pension funds, universities, endowments, and other groups, to promote stockholders. These activities have included promoting the divestment of securities of energy companies, as well as to pressure lenders fossil fuel companies and pressuring lenders, insurers, and other financial services companies to limit or curtail activities with energy fossil fuel companies. As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, or insuring companies that operate in industries with higher perceived environmental exposure, such as the energy industry. Additionally, pension funds at the U.S. state and municipal level, as well as in other countries and jurisdictions across the world, particularly in Europe, have announced similar plans. fossil fuel industry. If these or similar divestment efforts are continued, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or investment, financing, or to fully insure our operations may be negatively impacted. Members of the investment community are These activities have also aimed to increase the attention on and demand for action related to various ESG matters, which has contributed to increasing their societal, investor, and legislative focus and pressure on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under the assumptions of demand-constrained scenarios, and net-zero ambitions ambitions, transition plans, actions related to diversity and inclusion, political activities, racial equity audits, and governance standards. For example, ESG-focused stockholder activism has been increasing in the energy fossil fuel industry and has resulted in particular, as well more frequent attempts to effect business or governance changes through mechanisms such as diversity, equality, and inclusion initiatives, political activities, stockholder proposals, vote-no campaigns, and governance standards exempt proxy solicitations, among companies more generally. others. As a result, we may have faced and expect to continue to face negative publicity, increasing pressure regarding our ESG practices and disclosures, including our methodologies and timelines with respect thereto, negative publicity, and demands for ESG-focused engagement from investors, stakeholders, and other interested parties. This could result in higher costs, disruption and diversion of management attention, an increased strain on our resources, and the implementation of certain ESG practices or disclosures that may present a heightened level of legal and regulatory risk, or that threaten our credibility with other investors and stakeholders. Investors, stakeholders, and other interested parties are also increasingly focusing on issues related to environmental justice. This may has resulted and is likely to continue to result in increased scrutiny, protests, and negative publicity with respect to our business and operations, and those of our counterparties, which could in turn result in the cancellation or delay of projects, the revocation or delay of permits, termination of contracts, lawsuits, regulatory action, and policy change that may adversely affect our business strategy, increase our costs, and adversely affect our reputation and financial performance. Additionally, members of Responding to such ESG-focused activism has been and will likely continue to be costly and time-consuming. Such response efforts could also result in the investment community implementation of certain ESG practices or disclosures that may screen companies such as ours present a heightened level of legal and regulatory risk, or that threaten our credibility with other investors and stakeholders. The methodologies and standards for tracking and reporting on ESG performance before investing matters are relatively new, have not been standardized, and continue to evolve. As a result, our ESG-related disclosures, metrics, and targets may not necessarily be calculated in the same manner or comparable to similarly titled measures presented by us in other contexts, or by other companies or third-party estimates. While we believe that our common stock ESG disclosures and methodologies reflect our business strategy and are reasonable at the time made or debt securities, used, as our business or lending applicable methodologies, standards, or regulations develop and evolve, we may revise or cease reporting or using certain disclosures and methodologies if we determine that they are no longer advisable or appropriate. If our ESG disclosures and methodologies are or are perceived by government authorities, investors, or stakeholders to us. Credit rating agencies be inadequate, inaccurate, or non-compliant with applicable standards or regulations, or if we discover material inaccuracies therein, our reputation could be negatively impacted, and we could be exposed to litigation and other regulatory actions. Some capital markets participants are also increasingly using ESG as a factor in their assessments, which could impact our cost of capital or access to financing. There has also been an acceleration in investor demand for ESG investing opportunities, and many institutional investors have committed to increasing the percentage of their portfolios that are allocated towards ESG-focused investments. As a result, there has been a proliferation of ESG-focused investment funds and market participants seeking ESG-oriented investment products. There has also been an increase in third-party providers of company ESG ratings, and more an increase in ESG-focused voting policies among proxy advisory firms, portfolio managers, and institutional investors. Some investors Such ESG ratings and stakeholders voting policies often differ based on the provider and are continually changing. Recently, backlash from certain governments and investors against ESG funds and investment practices has resulted in increased scrutiny and withdrawals from such funds. Such backlash has also increasingly resulted in “anti-ESG” focused on pursuing strategies centered activism and investment funds, which may result in additional strains on ESG-related activism. company resources. If we are unable to meet the ESG standards or investment, lending, ratings, or voting criteria and policies set by these parties, we may lose investors, investors may allocate a portion of their capital away from us, we may become a target for face increased ESG-focused activism, our cost of capital may increase, the price of our securities may be negatively impacted, and our reputation may also be negatively affected.

Added · Removed · word-level comparison of the two filings

Prior heading: Our operations depend on natural gas and electricity, and such dependency could materially adversely affect our business, financial condition, results of operations, and liquidity.

Our operations depend on the use of natural gas and reliable electricity. We consume a significant volume of natural gas and a significant amount of electricity to operate our refineries and plants, and natural gas and electricity prices represent have a large effect on the cost to of our operations. We also purchase other commodities whose price may vary depending on the price prices of natural gas or electricity. Prices for both natural gas and electricity can be volatile and therefore represent ongoing challenges to our operating results. Additionally, the availability of natural gas and electricity can be affected by weather (such numerous events such as weather (e.g., hurricanes and periods of considerable heat or cold, like Winter Storm Uri in 2021), pipeline and other logistics interruptions, electric grid outages, cybersecurity incidents, intermittent electricity generation (particularly from wind and logistics disruptions. solar), hostilities, sanctions, and supply and demand imbalances for electricity and natural gas. For example, the real-time market structure of the primary grid provider in Texas exposes many of our refineries and operations located in Texas to “scarcity pricing” during periods of supply and demand imbalance. As electrification continues to grow, or if there are increased restrictions or costs imposed on the ability of electric utilities or power suppliers to utilize certain energy sources, sources (such as through restrictions on fossil fuel or nuclear-generated electricity or ESG pressure not to use such sources of electricity generation), there will likely be increased strains on, and risk risks to the integrity integrity, reliability, and resilience of, of electrical grids, and increased volatility and tightness in natural gas and electricity supplies around across the world, which and such events could negatively affect the cost, reliability, and availability of our natural gas and electricity supplies. Increased electrification will also likely increase the intermittency and variability of electricity and power supplies, which would exacerbate the foregoing challenges. Additionally, increased governmental government regulations and public opposition to pipeline construction and electricity generation and transmission projects may result in the underinvestment in, or unavailability of, the infrastructure and logistics assets and infrastructure necessary needed to obtain natural gas feedstocks and electricity in a reliable and cost-efficient manner. manner. Although we actively manage these costs through contracting and hedging our exposure to price volatility when as appropriate, and by pursuing projects that reduce our reliance on third parties and fortify the resilience of our assets, increases in prices for natural gas and electricity, or disruptions to sources of natural gas and electricity supply, our supply thereof, could materially and adversely affect our business, financial condition, results of operations, and liquidity.

Added · Removed · word-level comparison of the two filings

Prior heading: Disruption of our ability to obtain crude oil, waste and renewable feedstocks, corn, and other feedstocks could adversely affect our operations.

A significant portion of We source our refining feedstock requirements is satisfied through supplies originating in throughout the Middle East, Africa, Europe, Asia, North America, and South America. world. We are, therefore, subject to the political, geographic, and economic risks attendant to doing business with suppliers located in, and supplies originating from, these diverse areas. If one or more of our supply contracts were terminated, or if political or other events were to disrupt our traditional feedstock supply, we believe that adequate alternative supplies would be available, but it is possible that we would be unable to find adequate or optimal alternative sources of supply. Our refineries and plants without access to waterborne deliveries or offtake must rely on rail, pipeline, or ground transportation and thus may be more susceptible to such risks. If we are unable to obtain adequate or optimal volumes or are able to obtain such volumes only at unfavorable prices, our business, financial condition, results of operations, and liquidity could be materially adversely affected, including from reduced sales volumes of products or reduced margins as a result of higher costs. Additionally, the The U.S. government can also prevent or restrict us from doing business in or with other countries. For instance, example, U.S. sanctions with respect to Iran concerning Russia, Iran, and Venezuela limit limit, but not necessarily ban, the ability of most U.S. companies to engage in oil transactions involving these countries, countries. U.S. and currently there is a possibility of increased other government sanctions against Russia as well as potential responsive countermeasures. These restrictions, and those of other governments, may limit our access to business opportunities in various countries. Actions actions by the U.S. governments and other private market participants to refrain from purchasing or transporting crude oil and petroleum-based products from particular countries have affected our operations (such as in response to the past Russia-Ukraine conflict) have impacted and may continue to do so impact trade flows, and have limited and may continue to limit our access to business opportunities in the future. various countries. Although Darling, the other joint venture member in DGD, supplies some of DGD’s waste feedstock at competitive pricing, DGD must still secure a significant amount of its waste and renewable feedstock requirements from other sources. Should Darling’s supply be disrupted or should supply from other sources become limited or only available at on unfavorable terms, DGD could be required to develop alternate sources of supply, and it could be required to increase its utilization of waste and renewable feedstocks that produce lower margin products. To the extent As the volume of renewable diesel produced by competitors begins continues to increase, the competition for waste and renewable feedstocks will likely increase, which could place downward pressure on the margins associated with our Renewable Diesel segment’s products. DGD will also likely be required to satisfy a greater amount of its waste and renewable feedstock supplies from international sources as the products produced by DGD. competition for these feedstocks continues to increase, which would increase its exposure to the political, geographic, regulatory, and economic risks attendant to doing business with suppliers located in, and supplies originating from, such areas. Should DGD’s feedstock supply be disrupted, such an event could adversely impact its and our business, financial condition, results of operations, and liquidity. Our Ethanol segment relies on corn sourced from local farmers and commercial elevators in the Mid-Continent region of the U.S. As a result, the feedstock corn supply of for our Ethanol segment is acutely exposed to the effects that weather and other environmental events occurring in that region can have on the amount or timing of crop production. Crop production can also be affected by governmental government policies (such as farming subsidies) and by market factors (such as changes in fertilizer prices). Any reduction or delay in crop production from these or similar events could reduce and disrupt the supply of, or otherwise increase our costs to obtain, feedstocks corn for our Ethanol segment.

Added · Removed · word-level comparison of the two filings

Prior heading: We are subject to risks arising from our operations outside the U.S. and generally to worldwide political and economic developments.

We operate and sell some of our products outside of the U.S., particularly in Canada, Europe, Mexico, Peru, and Latin American countries other than Mexico and Peru. the U.K. Our business, financial condition, results of operations, and liquidity could be negatively impacted by disruptions in any of these markets, including due to expropriation or impoundment of assets, failure of foreign governments and state-owned entities to honor their contracts, property disputes, economic instability, restrictions on the transfer of funds, duties and tariffs, profits, windfall, or other taxes or penalties, transportation delays, import and export controls, labor unrest, security issues involving key personnel and governmental government decisions, orders, mandates, investigations, regulations, issuances or revocations of permits and other authorizations, the effects of military conflicts, and changing regulatory and political environments. The occurrence of any such event could result in the halting, curtailing, or cessation of operations at impacted facilities, commercial restrictions, delay or cancellation of projects, increased costs, and fines, penalties, or otherwise reduce our profitability and result in a material adverse effect on our business, financial condition, results of operations, and liquidity. We have experienced certain of these events in the U.S. past and abroad. expect to experience additional events in the future. We are also required to comply with U.S. and international laws and regulations. Actual or alleged violations of these laws could disrupt our business, cause us to incur significant legal expenses, and result in a material adverse effect on our business, financial condition, results of operations, and liquidity.

Added · Removed · word-level comparison of the two filings

Prior heading: We are subject to interruptions and increased costs as a result of our reliance on third-party transportation of crude oil and other feedstocks and the products that we manufacture.

We In addition to our own logistic assets, we use the services of third parties to transport feedstocks to our refineries and plants and to transport the our products we manufacture to market. If we experience prolonged interruptions of supply or increases in costs to deliver our products to market, or if the ability of the pipelines, vessels, trucks, or railroads logistics assets used to transport our feedstocks or products is disrupted because of weather events, water levels of key waterways for trade, rail disruptions, cybersecurity incidents, accidents, derailments, collisions, fires, explosions, spills, public health crises, hostilities, or governmental other government or third-party actions, actions (including protests), it could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Added · Removed · word-level comparison of the two filings

Prior heading: Competitors that produce their own supply of crude oil feedstocks, own their own retail sites, have greater financial resources, or provide alternative energy sources may have a competitive advantage.

The refining and marketing industry is highly competitive with respect to both feedstock supply and refined petroleum product markets. We compete with many companies for available supplies of crude oil and other feedstocks, and for third-party retail outlets for our refined petroleum products. We do not produce any of our crude oil primary feedstocks and we do not have a company-owned retail network. Many Some of our competitors, however, obtain a significant portion of their feedstocks from company-owned production and some have extensive networks of retail sites. Such competitors are at times able to offset losses from refining liquid transportation fuels production operations with profits from producing or retailing such other operations, and they may be better positioned to withstand periods of depressed refining product margins or feedstock shortages. disruptions. Some of our competitors also have materially greater financial and other resources than we have. Such competitors have and may have a greater ability to bear the economic risks inherent in all phases of our industry. In addition, we compete with other industries that provide alternative means to satisfy the energy and fuel requirements of our industrial, commercial, and individual consumers.industry.

Added · Removed · word-level comparison of the two filings

Prior heading: A significant interruption in one or more of our refineries or renewable diesel or ethanol plants could adversely affect our business.

Our refineries, renewable diesel plant, plants, and ethanol plants are our principal operating assets. As a result, our assets and are subject to planned and unplanned downtime and interruptions. Our operations could also be subject to significant interruption if one or more of our refineries or plants were to experience a major accident or mechanical failure, be damaged by severe weather or natural disasters (such as hurricanes) or man-made disasters (such as cybersecurity incidents or acts of terrorism), or otherwise be forced to shut down. down or curtail operations. If any refinery or plant plant, or related pipeline or terminal, were to experience an interruption in operations, our earnings from the refinery or plant could be materially and adversely affected (to the extent not recoverable through insurance) because of lost production productivity and repair and other costs. Significant interruptions in our refining, renewable diesel, or ethanol systems operations could also lead to increased volatility in prices for crude oil, waste and renewable feedstocks, corn, the price of our feedstocks and many of our products.products. We have experienced certain of these events in the past, and although we focus on maintaining safe, stable, and reliable operations, we may experience additional events in the future.

Added · Removed · word-level comparison of the two filings

Prior heading: We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions.

We currently use commodity derivative instruments, and we expect to continue their use in the future. If the instruments we use to hedge our exposure to various types of risk are not effective, effective or increase our exposure to unexpected events or risks, we may incur losses. In addition, we may be required to incur additional costs in connection with any future regulation of derivative instruments to the extent such future regulation is applicable to us.

Added · Removed · word-level comparison of the two filings

Prior heading: Legal, regulatory, and political matters and developments regarding climate change, GHG or other air emissions, fuel efficiency, or the environment may decrease the demand for our petroleum-based products and could adversely affect our performance.

Many state, provincial, and national governments government authorities across the world have imposed, and may impose in the future, policies or regulations designed to facilitate less petroleum-dependent modes of transportation (e.g., increases in fuel economy standards, low-carbon fuel standards, restrictions and bans on vehicles using liquid fuel, and other policies or regulations (such as fuels, tariffs, tax incentives, or subsidies) aimed at steering the public towards less petroleum-dependent modes of transportation, and subsidies), which could reduce demand for our petroleum-based products and/or all liquid transportation fuels. For example, in September 2020, the governor CARB has approved a series of California issued an executive order seeking regulations designed to require that phase out sales of all new passenger internal combustion engine vehicles be zero-emission by 2035 and medium in California. As of December 2022, CARB updated its Scoping Plan to heavy-duty vehicles be zero-emission identify strategies to achieve statewide carbon neutrality by 2045, where feasible. The executive order also requires state agencies including measures to build out sufficient electric vehicle charging infrastructure. reduce fossil fuel consumption in California by 94 percent by mandating alternative fuel vehicles. Other U.S. and governmental government authorities across the world, such as the U.K. U.K., Canada, and Quebec, other U.S. states have also announced similar plans and/or restrictions with respect to regarding the sale of new internal combustion-engine vehicles. combustion engine vehicles and/or limitations on or penalties for the use of petroleum products and GHG emissions. The U.S. federal government under the current presidential administration has also been aggressive in the scope, magnitude, and number of actions it has taken to regulate climate change, and steer the public towards less address GHG emissions, including efforts to limit petroleum-dependent modes of transportation. For instance, shortly after taking office, example, in January 2021, the current administration issued a series of executive orders designed to address climate change, as well as an executive order requiring agencies to review environmental actions taken by the previous administration. Additionally, in April 2021, the EPA issued calling for a notice “whole of proposed rulemaking seeking to reinstate California’s prior authority to set vehicle GHG emissions standards, including standards that exceed or conflict with U.S. federal standards. In a parallel action finalized in December 2021, the National Highway Traffic Administration (NHTSA) withdrew its previous regulatory determination in the Safer Affordable Fuel-Efficient Vehicles Rule that California is preempted under the Energy Policy and Conservation Act from regulating fuel economy. Such authority could allow California government” approach to impose more stringent requirements on the use of our liquid fuels, such as EV mandates, climate change and could potentially revive other states’ authority to adopt standards similar environmental justice that seeks to California’s standards. If the California waiver is reinstated and California adopts GHG emissions standards different than U.S. federal standards, then, regardless of whether other U.S. states adopt similar standards, the size of the California auto market organize and deploy the difficulty and expense full capacity of designing, manufacturing, and selling alternative vehicle fleets to comply with different standards, such California standards, could become the de facto national standard for vehicles sold for use in the U.S. Further, federal government in August 2021, NHTSA released a new proposed rule that would increase the current corporate average fuel economy (CAFE) novel and carbon dioxide standards for certain passenger cars coordinated ways that attempt to reduce GHG emissions and light trucks under the previously adopted Safer Affordable Fuel-Efficient Vehicles Rule. Higher CAFE standards and fuel efficiency standards may reduce demand for our use of most petroleum-based products. In December 2021, the The current U.S. presidential administration has also issued an a number of other related executive order that directs orders, including orders requiring agencies to review environmental actions taken by the previous administration and directing the U.S. federal government to use its scale and procurement power to achieve a number of aspirational net-zero emissions goals, including, among others, 100 percent zero-emission vehicle acquisitions by 2035 and 100 percent zero-emission light-duty vehicle acquisitions by 2027. On 2027. These actions have contributed to a number of U.S. federal rulemakings aimed at regulating transportation GHG emissions, many of which ignore or downplay the full life cycle carbon footprint of EVs, and thereby seek to inappropriately advantage them over internal combustion engine vehicles. For example, in December 30, 2021, the EPA finalized its “Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse Gas Emission Standards,” revising the GHG emissions standards for light-duty vehicles for 2023 and later model years at a level that cannot be achieved by internal combustion engine vehicles through improvements in which combustion efficiency. The National Highway Traffic Safety Administration also finalized a rule in May 2022 increasing the corporate average fuel economy and carbon dioxide standards for certain passenger cars and light-duty trucks such that automakers cannot demonstrate compliance without increasing the use of EVs. Together, these federal regulations seek to increase the market penetration of EVs and other alternative fuel vehicles, such that these vehicles would be expected to comprise 17 percent of model year 2026 passenger vehicle sales. The EPA states that its final rule is projected to reduce gasoline consumption by more than 360 billion gallons by 2050, reaching a 15 percent reduction in annual U.S. gasoline consumption in 2050. 2050. Moreover, the EPA has indicated that it intends in the near future to pursue more stringent GHG emissions standards for model year 2027 and later passenger vehicles and to seek GHG emissions reductions for medium and heavy-duty vehicles pursuant to its “Clean Truck Plan.” Additionally, in July 2022, the Federal Highway Administration proposed rules that would require certain U.S. state departments of transportation and metropolitan planning organizations to establish declining carbon dioxide emissions targets for motor vehicle tailpipe carbon dioxide emissions that align with the current administration’s net-zero targets. The IRA, which was passed in August 2022, also includes substantial subsidies to promote EVs and other alternative fuel vehicles. In addition to these U.S. federal measures, in March 2022, the EPA reinstated a waiver of preemption (which is currently subject to legal challenge) under federal law authorizing California to implement its “Advanced Clean Cars I” rule requiring sales of increasing percentages of alternative fuel vehicles, thereby also reviving other U.S. states’ ability to adopt standards identical to California’s. In November 2022, California approved its “Advanced Clean Cars II” rulemaking, which similarly requires an increasing percentage of zero-emission light-duty vehicle sales through 2035, at which time 100 percent of light-duty vehicle sales in California must be zero-emission vehicles. This rulemaking will be subject to a grant of a waiver of preemption by the EPA, as was recently reinstated for the Advanced Clean Cars I program. Several other states have already adopted or are expected to adopt these zero-emission vehicle mandates. California has also indicated that it intends to pursue similar zero-emission vehicle mandates for medium- and heavy-duty vehicles via its “Advanced Clean Fleets” rulemaking that is currently under development, and it is foreseeable that the EPA may waive preemption to allow these rules to take effect in California and in those states that elect to follow the California program. Moreover, in 2005, the Kyoto Protocol to the 1992 United Nations (U.N.) Framework Convention on Climate Change, which establishes a binding set of emission targets for GHGs, GHG emissions targets, became binding on all countries that had ratified it. In 2015, the U.N. Climate Change Conference in Paris resulted in the creation of the Paris Agreement. The Paris Agreement Agreement, which requires countries to review and “represent a progression” in their nationally determined contributions, which set emissions reduction goals every five years beginning in 2020. The terms of the Paris Agreement and the other executive orders and regulations discussed above are expected to result in additional regulations or changes to existing regulations, regulatory actions, which could have a material adverse effect on our business in the U.S. and the U.K., and that of our customers. In addition, incentives business. Incentives to conserve energy or use alternative energy sources in many of the countries locations where we currently operate, or may operate in the future, could have a negative negatively impact on our business business. Government authorities across the world. world are also considering, or have announced, profits or windfall taxes or penalties on fossil fuel companies, or have announced or imposed GHG emissions fees or changes that are adverse to refinery operations. For example, in September 2022, the EU passed legislation imposing a profits tax and penalty on certain fossil fuel companies, and similar taxes and penalties have been proposed in California. These and other legal, regulatory, political, regulatory, and international accord matters and developments regarding climate change, GHG or other air emissions, fuel efficiency, or the environment, including executive orders that mandate or encourage the use of electric, hybrid, and other alternative energy sources fuel vehicles or discourage or ban the use of internal combustion engines, engine vehicles, may increase consumer preferences for, and adoption of, alternative fuel vehicles and decrease demand for our liquid fuels, although they may also increase demand for our low-carbon fuels. These legal, regulatory, political, and political regulatory developments, as well as other similarly focused laws and regulations, such as, among others, the California and Quebec cap-and-trade programs, the U.K. Emissions Trading Scheme, the U.K. Renewable Transport Fuel Obligation, the South Coast Air Quality Management District’s Rule 1109.1 – Emissions of Oxides of Nitrogen from Petroleum Refineries and Related Operations, CARB’s Control Measure for Ocean-Going Vessels At Berth Rule, reductions in the National Ambient Air Quality Standards, bans or restrictions on certain chemicals or processes, and other laws related to climate, GHG emissions, environmental, health, or safety matters could also result in increased costs or and capital expenditures expenditures, among other impacts, to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities, and (iii) administer and manage any emissions or blending programs, including acquiring obtaining emission credits, allowances, or allotments. allotments. Such risks are particularly acute in California due to the pace and scope of anti-fossil fuel developments there. Many of these legal, regulatory, political, regulatory, and international accord matters and developments 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 at this time to predict the ultimate effects of these matters and developments on us. However, a reduction in the demand for our products or an increase in costs or capital expenditures as a result of any of the foregoing events could materially and adversely affect our business, financial condition, results of operations, and liquidity. Such events could cause us to make changes with respect to our business plan, strategy, operations, and assets, that may impact our business and financial performance, including our current financial and accounting estimates and assumptions, and could result in negative publicity and litigation, which could materially and adversely affect our business, financial condition, results of operations, and liquidity.

Added · Removed · word-level comparison of the two filings

Prior heading: Compliance with, or developments concerning, the Renewable and Low-Carbon Fuel Blending Programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could adversely affect our performance.

As described under “ITEMS 1. and 2. BUSINESS AND PROPERTIES—OUR COMPREHENSIVE LIQUID FUELS STRATEGY—Regulations, Policies, and Standards Driving Low-Carbon Fuel Demand,” governments government authorities across the world have issued, or are considering issuing, low-carbon fuel regulations, policies, and standards to help reduce GHG emissions and increase the percentage of low- carbon low-carbon fuels in the transportation fuel mix. We strategically market our low-carbon fuels based on regional policies, feedstock preferences, CI scores, and our ability to obtain fuel pathways. A significant portion of our low-carbon fuels are sold in California, Canada, and Europe. Concerning Europe. Regarding the RFS, on in December 7, 2021, 2022, the EPA released a proposed a rule to retroactively revise the 2020 RVOs, set overdue that would increase RVOs for 2021 2023, 2024, and 2022, 2025. In a significant departure from the historical operation and propose certain other changes to intent of the RFS including, among others, changes RFS, the proposed rule would also allocate new RINs from renewable electricity used to registration, reporting, recordkeeping, power EVs and other requirements. Separately, the EPA proposed alternative fuel vehicles (known as “eRINs”) to deny more than 60 small refinery exemption (SRE) petitions. the vehicle manufacturer. We are exposed to the volatility in the market price of RINs, LCFS credits, and other credits, as described in Note 21 19 of Notes to Consolidated Financial Statements. We cannot predict the future prices of RINs, LCFS credits, or other credits. Prices for RINs, LCFS credits, and other credits are dependent upon a variety of factors, including, as applicable, EPA and state regulations, regulations of other countries and jurisdictions, the availability of RINs, LCFS credits, and other credits for purchase, transportation fuel production levels, which levels (which can vary significantly each quarter, quarter), approved CI pathways, and CI scores. The ultimate outcome of the recently proposed RVOs, RFS changes, and SRE small refinery exemption (SRE) petition denials may also affect RIN prices. For example, the EPA’s proposal to allow EV manufacturers to generate cellulosic biofuel (D3) eRINs based on contracts for renewable electricity and to establish aggressive volume obligations based on anticipated levels of eRIN generation may result in pricing volatility, based on the small number of entities that will have control over eRIN generation coupled with the absence of a robust D3 RIN bank due to previously low production volumes of cellulosic biofuel. If the RVOs for cellulosic biofuel are high relative to D3 RIN generation, RIN prices may rise, and the EPA may or may not issue cellulosic waiver credits in time to moderate prices spikes or at all. If an insufficient number of RINs, LCFS credits, or other credits is available for purchase, if we have to pay significantly higher prices for them, purchase (or available only at increased prices), or if we are otherwise unable to meet the EPA’s RFS mandates or our other obligations under the Renewable and Low-Carbon Fuel Blending Programs, our business, financial condition, results of operations, and liquidity could be adversely affected. Furthermore, Programs (for example, if there were to the extent fewer SRE waivers are granted in the future or RVO obligations are reallocated or increased, the be demand destruction for gasoline, diesel, and the price renewable fuels resulting from displacement of RINs may also increase, and internal combustion engine vehicles with EVs that results in production falling short of established RVOs, an acceleration of the blendwall, or other significant deviations from projected volumes), our business, financial condition, results of operations, and liquidity could be adversely affected. In addition to the RFS and LCFS, we operate in multiple jurisdictions that have issued, or are considering issuing, similar low-carbon fuel regulations, policies, and standards. standards, such as the CFR. The RFS, LCFS, and similar U.S. state and international low-carbon fuel regulations, policies, and standards are extremely complex, often have different or conflicting requirements or methodologies, and are frequently evolving, requiring us to periodically update our systems and controls to maintain compliance and monitoring, which could require significant expenditures, and presents an increased risk of administrative error. Our low-carbon fuels businesses could be materially and adversely affected if (i) these regulations, policies, and standards are adversely changed, not enforced, or discontinued, (ii) the benefits therefrom are reduced (such as the Section 45Q and Section 45Z tax credit, credits, the blender’s tax credit, and other incentives), incentives) are reduced, (iii) any of the products we produce are deemed not to qualify for compliance therewith, or (iv) we are unable to satisfy or maintain any approved pathways. Such changes could also negatively impact the economic assumptions and projections with respect to many of our low-carbon projects and could have a material adverse impact on the timing of completion, project returns, and other outcomes with respect to such projects.

Added · Removed · word-level comparison of the two filings

Prior heading: Climate change and “greenwashing” litigation could adversely affect our performance.

We could face increased climate‐related litigation with respect to our operations, disclosures, or products. Governments and private parties across the world, such as California, Vermont, and New York in the U.S., and the Netherlands in Europe, world have filed lawsuits or initiated regulatory action against energy fossil fuel companies. The Such lawsuits and actions often allege non-compliance with applicable laws or regulations, or damages as a result of climate change, and the plaintiffs seek damages and/or abatement under various tort and other theories. Similar lawsuits and regulatory actions may be filed brought in these and other jurisdictions. Additionally, governments Governments and private parties are also increasingly filing lawsuits or initiating regulatory action based on allegations that certain public statements regarding ESG-related matters and practices disclosures by companies regarding climate change and other ESG matters are false and misleading “greenwashing” that violate deceptive trade practices and practices, consumer protection statutes. statutes, or other similar laws and regulations, or are fraudulent or misleading under applicable corporate, securities, stock exchange, or other similar laws and regulations. Similar issues can also arise relating to aspirational statements such as net-zero or carbon neutrality targets that are made without an adequate basis to support such statements. While we are currently not a party to any of these lawsuits, they Such suits or actions present a high degree of uncertainty regarding the extent to which energy fossil fuel companies face an increased risk of liability stemming from climate change or other ESG matters. In addition to voluntary disclosures in response to investor and practices.stakeholder requests, many governments have also proposed or adopted regulations that impose disclosure obligations with respect to various climate change and other ESG matters. For example, in March 2022, the SEC proposed sweeping and novel disclosure obligations with respect to climate change and GHG emissions reporting for U.S. publicly-traded companies. Also, in November 2022, various U.S. federal agencies jointly proposed an amendment to the Federal Acquisition Regulation that would require government contractors to publicly disclose their GHG emissions, respond to a climate disclosure questionnaire, and set and disclose GHG emissions reduction goals, in each case based on or utilizing specified private third-party frameworks or standards that have not been widely adopted. Other countries where we operate or do business, such as the U.K., have also recently passed laws requiring, or announced their intention to mandate, various climate disclosures and targets by companies. Some governments have also adopted regulations, or are launching investigations and requesting information, based on pricing practices in the fossil fuel industry. For example, in September 2022, California adopted the Oil Refinery Cost Disclosure Act (SB 1322), which will require refineries in California to report monthly on the volume and cost of the crude oil they buy, the quantity and price of the wholesale gasoline they sell, and the gross gasoline margin per barrel, among other information, some or all of which data could become publicly available. Our efforts to comply with these and other requests and regulations could subject us to risk by requiring disclosure of information that (i) is protected trade secrets and/or competitively sensitive information, (ii) exposes us to litigation and government investigations related to anti-trust laws or other applicable pricing or non-disclosure laws or obligations, (iii) is inconsistent with other government regulations or our current disclosures that may utilize different methodologies or standards, and (iv) can be used to advance agendas that disfavor the fossil fuel industry.

Added · Removed · word-level comparison of the two filings

Prior heading: Any attempt by the U.S. government to withdraw from, re-enter, or materially modify any existing international trade agreements, or enter into any new international trade agreements in the future, could adversely affect our business, financial condition, results of operations, and liquidity.

The previous U.S. presidential administration questioned certain existing and proposed trade agreements. For example, the that administration withdrew the U.S. from the Trans-Pacific Partnership. In addition, the previous that administration implemented and proposed various trade tariffs, which resulted in foreign governments responding with tariffs on U.S. goods. Changes in U.S. social, political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development, and investment could adversely affect our business. For example, the imposition of tariffs tariffs, export bans, or other international trade barriers could affect our ability to obtain feedstocks from international sources, increase our costs, and reduce the competitiveness of our products. Although there is currently uncertainty around the likelihood, timing, and details of many such actions, if the current U.S. administration takes action to enter into, withdraw from, re-enter, or materially modify any existing international trade agreements, current or to enter into any new future international trade agreements in the future, agreements, our business, financial condition, results of operations, and liquidity could be adversely affected.

Added · Removed · word-level comparison of the two filings

Prior heading: Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, gross receipts, and value-added taxes (VAT)), taxes), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. For example, the IRA contains significant changes to U.S. tax law including, but not limited to, a corporate minimum tax and a one percent excise tax on the purchase by companies of their own stock, which are generally effective in 2023 or later. Many of these tax liabilities are subject to periodic audits by the respective taxing authorities. Although we believe we have used reasonable interpretations and assumptions in calculating our tax liabilities, the final determination of these tax audits and any related proceedings cannot be predicted with certainty. Any adverse outcome of any of such tax audits or related proceedings could result in unforeseen tax-related liabilities that may, individually or in the aggregate, materially affect our cash tax liabilities, and, as a result, our business, financial condition, results of operations, and liquidity. Tax rates in the various jurisdictions in which we operate may change significantly as a result of political or economic factors beyond our control. It is also possible that future changes to tax laws (including or tax treaties with any of the jurisdictions in which we operate) treaties, or interpretations thereof, could impact our ability to realize the tax savings recorded to date. Additionally, date and adversely affect our future effective tax rates could be adversely affected by changes in tax laws (including tax treaties) or their interpretations.rates.

Added · Removed · word-level comparison of the two filings

Prior heading: A significant interruption related to our information technology systems could adversely affect our business.

Our information technology systems and network infrastructure may be subject to unauthorized access or attack, attack (and we are frequently subject to such attempts), including ransomware attacks, which ransom-related incidents that could result in (i) a loss of intellectual property, proprietary information, or employee, customer or vendor data; (ii) public disclosure of sensitive information; (iii) increased costs to prevent, and be prepared to respond to, to or mitigate cybersecurity such events, such as deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants; (iv) consultants. Such events could also result in (i) a loss of intellectual property, proprietary information, or employee, customer, supplier, or vendor data, (ii) public disclosure of sensitive information, (iii) systems interruption; (v) interruption, (iv) disruption of our business operations; (vi) operations, (v) remediation costs for and repairs of system damage; (vii) damage, (vi) reputational damage that adversely affects customer customer, supplier, or investor confidence; confidence, and (viii) (vii) damage to our competitiveness, the price of our common stock or debt securities, and long-term stockholder value. A breach could also originate from or compromise our customers’, vendors’, suppliers’, or other third-party networks outside of our control that could impact our business and operations, as occurred with the Colonial Pipeline cybersecurity incident in May 2021. Although we implement stringent controls on third-party connectivity to our systems, we have limited control over ensuring their systems consistently enforce strong cybersecurity controls. Increased risks of such attacks and disruptions also exist because of the continuing Russia-Ukraine conflict. A breach may also result in legal claims or proceedings against us by our stockholders, employees, customers, vendors, and governmental authorities (U.S. and international). government authorities. There can be no assurance that our current or future infrastructure protection technologies and disaster recovery plans can prevent technology systems such breaches, cyber cyber, and ransomware attacks, ransom-related incidents, or systems failures, any of which could have a material adverse effect on our business, financial condition, results of operations, and liquidity. Furthermore, the The continuing and evolving threat of cybersecurity incidents has also resulted in increased regulatory focus on prevention, prevention and disclosure, such as the directive issued by the U.S. Transportation Security Administration following the Colonial Pipeline cybersecurity incident. To incident, the extent we experience increased regulatory requirements, we obligations imposed by the U.S. Cyber Incident Reporting for Critical Infrastructure Act adopted in March 2022, and the SEC’s proposed cybersecurity disclosure rule. We may be required to expend significant additional resources to comply therewith or with such laws and regulations, incur fines for noncompliance.noncompliance, and otherwise be exposed to litigation and regulatory action as a result thereof.

Added · Removed · word-level comparison of the two filings

Prior heading: Increasing regulatory focus on data privacy and security issues and expanding or changing laws could expose us to increased liability, subject us to lawsuits, investigations, and other liabilities and restrictions on our operations that could significantly and adversely affect our business.

Along with our own data and information in the normal course of our business, we collect and retain certain data that is subject to specific laws and regulations. The transfer and use processing of this data both domestically and transferring of this data across international borders is becoming increasingly complex. This data is subject to governmental regulation at the federal, state, international, provincial, and local various levels of government in many areas of our business, business and in jurisdictions across the world, including data privacy and security laws such as the California Consumer Privacy Act (CCPA), the U.K. California Privacy Rights Act (CPRA), the EU General Data Protection Regulation (GDPR), and Quebec’s recently enacted Bill 64 (Bill 64), which amends the province’s main statute regulating the collection of information. The CCPA, which came into effect on January 1, 2020, gives California residents specific rights in relation to their personal information, requires that companies take certain actions, including notifications for security incidents, U.K. and may apply to activities regarding personal information that is collected by us, directly or indirectly, from California residents. The General Data Protection Regulation (U.K. GDPR), the standard contractual clauses (SCC) recently adopted California Privacy Rights Act also expands by the compliance requirements of, European Commission and authority to enforce, the CCPA. As the interpretation and enforcement of U.K. Parliament for the CCPA continues to evolve, there may be a range of new compliance obligations processing and scrutiny, with the possibility for significant financial penalties for noncompliance that may materially adversely affect our business, financial condition, results transfer of operations, and liquidity. The GDPR applies to activities related to personal data that may be conducted by us, directly or indirectly through vendors and subcontractors, from an establishment in the U.K. The future of the GDPR remains in flux for political reasons. As interpretations and enforcement of the GDPR evolve, they could create a range of new compliance obligations, which could cause us to incur additional costs. Those costs could become even more severe if interpretations or enforcement of with the GDPR deviate in and/or the future. U.K. GDPR, and Quebec’s Bill 64 (Bill 64). In both cases, failure to comply could result in significant penalties of up addition to a maximum of 4 percent of our global turnover that may materially adversely affect our business, reputation, financial condition, results of operations, and liquidity. Our business and operations may also be impacted if the U.K. Parliament approves new standard contractual clauses (SCCs) for CCPA, CPRA, the international transfer of personal data outside of GDPR, the U.K. If adopted on March 21, 2022, the new SCCs may apply to our existing contracts involving the international transfer of personal data that is restricted under the GDPR, requiring us to renegotiate any nonconforming contracts by September 21, 2022, which could be expensive and could divert senior management’s attention from our business. related SCCs, as well as Bill 64, which was adopted in September 2021, is intended to modify the obligations of public bodies and private sector enterprises by modernizing the framework applicable to the protection of personal information. Most provisions of Bill 64 will take effect over the course of the next three years, with some provisions taking effect we operate in September 2022. Bill 64 largely focuses on increasing the number of individual multiple jurisdictions that have issued, or are considering issuing, similar data privacy rights and imposes a range of compliance and procedural obligations, with laws. As the possibility for significant penalties number and private rights of action for noncompliance that may materially adversely affect our business, financial condition, results stringency of operations, and liquidity. The CCPA, the GDPR, and Bill 64, as well as other data privacy laws that may become applicable to us, pose us continues to increase, we will face increasingly complex compliance challenges, as well as monitoring and control obligations, that have raised and could continue to raise our costs, and place increased demand on company resources. As the implementation, interpretation, and enforcement of such laws continues to progress and evolve, there may also be a range of new compliance challenges that amplify such risks. Any failure by us (or any company we acquire) to comply with these laws and regulations, including as a result of a security or privacy breach, or otherwise, could result in significant penalties and liabilities for us. Further, if we acquire a company that has violated or is not in compliance with these laws and regulations, we may incur significant liabilities and penalties as a result.expose us to litigation.

Added · Removed · word-level comparison of the two filings

Prior heading: Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms, and can adversely affect the financial strength of our business counterparties.

Our ability to obtain credit and capital depends in large measure on capital markets and liquidity factors that we do not control. Our ability to access credit and capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may be adversely impacted by rising interest rates, inflation, unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on our lenders, commodity hedging counterparties, conditions, or our customers, causing them to fail to meet their obligations to us. In addition, decreased returns on pension fund assets may also materially increase our pension funding requirements. Our access to credit and capital markets also depends on the credit ratings assigned to our debt by independent credit rating agencies. We currently maintain investment-grade ratings by Standard & Poor’s Ratings Services, Moody’s Investors Service, and Fitch Ratings on adverse changes in our senior unsecured debt. Ratings from credit agencies are not recommendations to buy, sell, or hold our securities. Each rating should be evaluated independently of any other rating. We cannot provide assurance that any of our current ratings will remain in effect for any given period of time or that a rating will not be lowered profile or withdrawn entirely by a rating agency if, in its judgment, circumstances so warrant. Specifically, if rating agencies were to downgrade our long-term rating, particularly below investment grade, our borrowing costs may increase, which credit ratings. This could adversely affect our ability to attract potential investors impact and limit our funding sources could decrease. In addition, we may not be able ability to obtain favorable credit terms from and debt financing, raise our suppliers cost of capital, or they may require us to provide collateral, letters of credit, or other forms of security, which would increase our operating costs. As a result, a downgrade below investment grade in our credit ratings costs and restrict operational and financial flexibility. Unstable or illiquid market conditions could have a material adverse also negatively impact on our business, financial condition, results of operations, pension plans’ assets and liquidity. From time to time, our cash needs may exceed our internally generated cash flow, funding requirements, and our business uncertainties associated with the transition away from the London Interbank Offered Rate could be materially and adversely affected if affect financial markets and the interest rates we were unable to obtain necessary funds from financing activities. pay. From time to time, we may need to supplement our cash generated from operations with proceeds from financing activities. activities or provide letters of credit in certain commercial transactions. We have existing revolving credit facilities, committed uncommitted letter of credit facilities, and an accounts receivable sales facility intended to provide us with available financing to meet our ongoing cash needs. needs and commercial requirements. In addition, we rely on the counterparties to our commodity hedging and derivative instruments to fund their obligations under such arrangements. Uncertainty and illiquidity in financial markets may materially could have an adverse impact the ability of the participating on our lenders, financial institutions institutions, commodity hedging and other counterparties derivative counterparties, and customers, causing them to fund fail to meet their commitments obligations to us under our various financing facilities or our derivative instruments, us, which could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Added · Removed · word-level comparison of the two filings

Prior heading: Severe weather events may have an adverse effect on our assets and operations.

Severe weather events, such as storms, hurricanes, droughts, or floods, could have an adverse effect on our operations and could increase our costs. For instance, example, severe weather events can have an impact on crops crop production and reduce the supply of, or increase our costs to obtain, feedstocks for our Ethanol and Renewable Diesel segments. We have incurred and expect to continue to incur additional costs and expenses to keep our facilities performing and to mitigate and reduce the risk of severe weather to our operations. If climate changes result in more intense or frequent severe weather events, events occur, the physical and disruptive effects could have a material adverse impact on our operations and assets.

Added · Removed · word-level comparison of the two filings

Prior heading: Our business may be negatively affected by work stoppages, slowdowns, or strikes by our employees, as well as new labor legislation issued by regulators.

Certain employees at five of our U.S. refineries, as well as at each of our Canadian Canada and U.K. refineries, and one of our terminals, are covered by collective bargaining or similar agreements, which generally have unique and independent expiration dates. To the extent we are in negotiations for labor agreements expiring in the future, there is no assurance an agreement will be reached without a strike, work stoppage, or other labor action. Any prolonged strike, work stoppage, or other labor action at our facilities or at facilities owned or operated by third parties that support our operations could have an adverse effect on our business, financial condition, results of operations, and liquidity. In addition, future Future U.S. federal, state, or international labor legislation could result in labor shortages and higher costs. There also continues to be a tight labor market despite the COVID-19 pandemic having largely subsided. Increases in remote work opportunities have also amplified the competition for employees and contractors. An inability to recruit, train, and retain adequate personnel, or the loss or departure of personnel with key skills or deep institutional knowledge for whom we are unable to find adequate replacements, may negatively impact our business. Inflation has also caused and may in the future cause increases in employee-related costs, especially during critical maintenance periods.both due to higher wages and changes in our pension valuations, and such pension valuations changes have incentivized and may in the future incentivize early retirement.

Added · Removed · word-level comparison of the two filings

Prior heading: We are subject to operational risks and our insurance may not be sufficient to cover all potential losses arising from operating hazards. Failure to obtain or maintain adequate insurance coverage could materially and adversely affect our business, financial condition, results of operations, and liquidity.

Our operations are subject to various hazards common to the industry, including explosions, fires, toxic emissions, maritime hazards, and natural catastrophes. As protection against these hazards, we maintain insurance coverage against some, but not all, potential losses and liabilities. We may not be able to maintain or obtain insurance of the type and amount we need, or at acceptable rates. As a result of market conditions, premiums, premiums and deductibles for certain insurance policies could increase substantially. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, coverage for hurricane damage is very limited, and coverage for terrorism and cyber risks includes very have broad exclusions. If we incur a significant loss or liability for which we are not fully insured, it could have a material adverse effect on our business, financial condition, results of operations, and liquidity. Our insurance program includes a number of insurance carriers. Significant disruptions in financial markets could lead to liquidity. As a deterioration in the financial condition of many financial institutions, including insurance companies. We result, we can provide no assurance that we will be able to obtain the full amount of our insurance coverage for insured events.

Added · Removed · word-level comparison of the two filings