What the changes say
- Disclosures now reflect executive changes, notably CEO Tim Go taking a voluntary leave of absence.
- Credit facility covenants were streamlined by removing references to HEP.
- Environmental and regulatory risks remain broadly consistent with prior years.
What changed since the prior 10-K
Reworded
- 76% rewrittenRISKS RELATED TO OUR BUSINESS/INDUSTRY
Our business may suffer due to a change in the composition of our Board of Directors, or the departure of any of our key executives or other key employees. A shortage of skilled labor may make it difficult for us to maintain labor productivity
Added disclosure that CEO and President Tim Go took a voluntary leave of absence on February 17, 2026.
- 55% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
Increases in required fuel economy and regulation of GHG emissions from motor vehicles may reduce demand for petroleum-based transportation fuels
Maintained existing substance regarding CAFE standards and Sixth Circuit litigation.
- 52% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
Evolving attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities
Adjusted wording regarding investment community attentiveness to ESG practices.
Was: Increasing attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities
- 50% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
There are various risks associated with GHGs and climate change that could result in increased operating and compliance costs, increased litigation and reduced demand for the refined products we produce and investment in our industry
Updated to state that numerous rules have been adopted, rather than just proposed.
Was: There are various risks associated with GHGs and climate change that could result in increased operating costs, compliance costs and litigation and reduced demand for the refined products we produce and investment in our industry
- 40% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and we face potential exposure for environmental matters
Removed specific reference to pipelines and distribution operations from the opening facility compliance statement.
Was: We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and face potential exposure for environmental matters
- 38% rewrittenRISKS RELATED TO LIQUIDITY, FINANCIAL INSTRUMENTS AND CREDIT
Our credit facilities contain certain covenants and restrictions that may constrain our business and financing activities
Removed references to HEP's credit facility and added specific consequences for failing to satisfy credit facility covenants.
- 37% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
Compliance with, or developments with respect to, renewable and low-carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations
Minor stylistic and punctuation updates regarding low-carbon fuel regulations.
- 30% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
We are subject to significant regulation and oversight by governmental agencies
Added environment to the list of laws and regulations governing working conditions.
- 29% rewrittenRISKS RELATED TO OUR BUSINESS/INDUSTRY
An impairment of our goodwill or assets could reduce our earnings or negatively impact our financial condition and results of operations
Was: An impairment of our goodwill or asset impairments could reduce our earnings or negatively impact our financial condition and results of operations
- 27% rewrittenRISKS RELATED TO OUR BUSINESS/INDUSTRY
Potential product, service or other related liability claims and litigation could adversely affect our business, reputation and results of operations
- 23% rewrittenRISKS RELATED TO OUR BUSINESS/INDUSTRY
Competition in the refining and marketing industry is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability
- 21% rewrittenRISKS RELATED TO GOVERNMENT REGULATION
State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results
All 40 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO OUR BUSINESS/INDUSTRY
- 01Our operations are subject to catastrophic losses, operational hazards, unforeseen interruptions and other disruptive risks for which we may not be adequately insured
- 02A disruption to or proration of the product distribution systems or manufacturing facilities we utilize could negatively impact our profitability
- 03A material decrease in the supply, or a material increase in the price, of crude oil, renewable feedstocks or other raw materials or equipment available to our refineries and other facilities could significantly reduce our production levels and negatively affect our operations
- 04If our raw material, utility, gas, hydrogen or water supplies or access to the equipment necessary to operate our facilities were disrupted, our businesses may incur increased costs to procure alternative supplies or equipment or incur excessive downtime, which would have a direct negative impact on our operations
- 05Competition in the refining and marketing industry is intense, and an increase in competition in the markets in which we sell our products could adversely affect our earnings and profitability23% rewritten
- 06In recent years there have been several refining and marketing consolidations or acquisitions between entities competing in the geographies where we operate. These transactions could increase the future competitive pressures on us
- 07The market for our Lubricants & Specialties segment is highly competitive and requires us to continuously develop and introduce new products and product enhancements
- 08Our business is subject to the risks of international operations
- 09Negative publicity or an erosion of our business reputation could have a material adverse effect on our earnings, cash flows and financial condition
- 10Potential product, service or other related liability claims and litigation could adversely affect our business, reputation and results of operations27% rewritten
- 11Terrorist attacks, and the threat of terrorist attacks or vandalism, have resulted in increased costs to our business. Continued global hostilities or other sustained military campaigns may adversely impact our results of operations
- 12Our business may suffer due to a change in the composition of our Board of Directors, or the departure of any of our key executives or other key employees. A shortage of skilled labor may make it difficult for us to maintain labor productivity76% rewritten
- 13A portion of our workforce is unionized, and any disruptions in our labor force or adverse employee relations could adversely affect our business
- 14Acquisitions involve numerous risks, any of which could adversely affect us
- 15Any acquisitions that we do consummate may have adverse effects on our business and operating results
- 16Certain of our facilities, pipelines and assets are located on or adjacent to Native American tribal lands or on other lands that we do not own. Our operations are subject to potentially disruptive activity by those concerned with our industry
- 17The adoption or amendment of laws and regulations that limit or eliminate a state’s ability to exercise eminent domain over private property in a state in which we operate could make it more difficult or costly for us to secure rights-of-way for future pipeline construction and other projects
- 18General economic conditions may adversely affect our business, operating results and financial condition
- 19An impairment of our goodwill or assets could reduce our earnings or negatively impact our financial condition and results of operations29% rewritten
- 20We sell many of our lubricants and specialties products through distributors, which presents risks that could adversely affect our operating results
- 21The market price of our common stock may fluctuate significantly, and the value of a stockholder’s investment could be impacted
RISKS RELATED TO GOVERNMENT REGULATION
- 22We are subject to significant regulation and oversight by governmental agencies30% rewritten
- 23We incur significant costs and liabilities, and expect to incur additional costs and liabilities in the future, resulting from compliance with existing, new and changing environmental, health and safety laws and regulations, and we face potential exposure for environmental matters40% rewritten
- 24We may incur significant costs and liabilities resulting from the performance of pipeline integrity programs and related repairs
- 25There are various risks associated with GHGs and climate change that could result in increased operating and compliance costs, increased litigation and reduced demand for the refined products we produce and investment in our industry50% rewritten
- 26Evolving attention to ESG matters may adversely impact our business, financial results, stock price or price of debt securities52% rewritten
- 27Compliance with, or developments with respect to, renewable and low-carbon fuel blending programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could have an adverse effect on our financial condition and results of operations37% rewritten
- 28Increases in required fuel economy and regulation of GHG emissions from motor vehicles may reduce demand for petroleum-based transportation fuels55% rewritten
- 29State regulation of petroleum product markets and reporting requirements could adversely impact our business, costs of operation and financial results21% rewritten
- 30Physical or transitional risks of climate change could have an adverse effect on our financial condition and results of operations
- 31Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows
RISKS RELATED TO CYBERSECURITY, DATA SECURITY AND PRIVACY, INFORMATION TECHNOLOGY AND INTELLECTUAL PROPERTY
- 32We may be subject to information and operational technology system failures, communications network disruptions and data breaches that are generally beyond our control
- 33We may be unable to adequately maintain, enforce and protect our intellectual property and may not be able to prevent third parties from unauthorized access or use of our intellectual property, which may increase our cost of doing business or otherwise hurt our ability to compete in the market
- 34If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms or at all, we may be required to pay damages or could potentially lose license rights that are critical to our business
RISKS RELATED TO LIQUIDITY, FINANCIAL INSTRUMENTS AND CREDIT
- 35Changes in our credit profile, or a significant increase in the price of crude oil, may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity and limit our ability to purchase sufficient quantities of crude oil to operate our refineries at desired capacity
- 36We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs
- 37We are exposed to the credit risks and certain other risks of our key customers and vendors
- 38Our credit facilities contain certain covenants and restrictions that may constrain our business and financing activities38% rewritten
- 39Our hedging transactions may limit our gains and expose us to other risks
- 40We may be unable to pay future dividends
Other HF Sinclair 10-Ks
- FY2024 10-K risk factors40 risks
Refining, distribution, and lubricant operations face severe hazard, third-party pipeline, commodity price, and environmental regulatory risks.
Filed Feb 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.