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What changed in PBF Energy Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of PBF Energy Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+400 added−404 removedSource: 10-K (2025-02-13) vs 10-K (2024-02-15)

Top changes in PBF Energy Inc.'s 2024 10-K

400 paragraphs added · 404 removed · 325 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

58 edited+5 added−15 removed85 unchanged
Biggest changeDavis 67 Senior Vice President, Chief Financial Officer Paul Davis 61 Senior Vice President, Supply, Trading and Optimization Thomas O’Connor 51 Senior Vice President, Commodity Risk and Strategy Trecia Canty 54 Senior Vice President, General Counsel & Corporate Secretary Steven Steach 67 Senior Vice President, Refining Wendy Ho Tai 57 Senior Vice President, Human Resources Jim Fedena 59 Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets Thomas Nimbley has served as Chairman of the Board since June 30, 2016 and Executive Chairman since July 2023.
Biggest changeNimbley 73 Executive Chairman, Chairman of the Board Matthew C. Lucey 51 President, Chief Executive Officer Karen B. Davis 68 Senior Vice President, Chief Financial Officer T. Paul Davis 62 Senior Vice President, Supply, Trading and Optimization Thomas O’Connor 52 Senior Vice President, Commodity Risk and Strategy Trecia M.
The market prices for RINs have been volatile and may harm our profitability; ◦ We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; ◦ We may incur significant liability under, or costs and capital expenditures to comply with, environmental and health and safety regulations, which are complex and change frequently ; ◦ Potential further laws and regulations related to climate change could have a material adverse impact on our operations and adversely affect our facilities; ◦ Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs that could have a material adverse effect on our results of operations and financial condition; ◦ Environmental clean-up and remediation costs of our sites and environmental litigation could decrease our net cash flow, reduce our results of operations and impair our financial condition; ◦ Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate; ◦ We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations; ◦ Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact our business and our access to capital markets; ◦ We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability. • Item 3.
The market prices for RINs have been volatile and may harm our profitability; ◦ We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; ◦ We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently ; ◦ Potential further laws and regulations related to climate change could have a material adverse impact on our operations and adversely affect our facilities; ◦ Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs that could have a material adverse effect on our results of operations and financial condition; ◦ Environmental clean-up and remediation costs of our sites and environmental litigation, including related to climate change, could decrease our net cash flow, reduce our results of operations and impair our financial condition; ◦ Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate; ◦ We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations; ◦ Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact our business and our access to capital markets; ◦ We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability. • Item 3.
The Martinez refinery has a long-term contract to purchase hydrogen from a third-party supplier. 19 Logistics Segment PBFX, an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, that owns or leases, operates, develops and acquires crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s operations represent the Logistics segment.
The Martinez refinery has a long-term contract to purchase hydrogen from a third-party supplier. Logistics Segment PBFX, an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, that owns or leases, operates, develops and acquires crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s operations represent the Logistics segment.
Davis joined us in April 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean 23 products commercial operations for Hess Energy Trading Company from 2006 to 2012.
Davis joined us in April 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean products commercial operations for Hess Energy Trading Company from 2006 to 2012.
Excess electricity is sold into the Pennsylvania-New Jersey-Maryland, or PJM, grid. Steam is primarily produced by a combination of three dedicated boilers, two heat recovery steam generators on the gas turbines, and is supplemented by secondary boilers at the FCC and Coker. Hydrogen is currently provided via the refinery’s steam methane reformer and continuous catalytic reformer.
Excess electricity is sold into the Pennsylvania-New Jersey-Maryland, or PJM, grid. Steam is primarily produced by a combination of three dedicated boilers, two heat recovery steam generators on the gas turbines, and is supplemented by secondary boilers at the FCC and Coker. Hydrogen is currently provided via the refinery’s steam methane reformers and continuous catalytic reformer.
The Torrance refinery has a long-term contract to purchase hydrogen from a third-party supplier. 18 Martinez Refinery Overview . The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion, dual-coking facility and one of the most complex refineries in the United States.
The Torrance refinery has a long-term contract to purchase hydrogen from a third-party supplier. Martinez Refinery Overview . The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion, dual-coking facility and one of the most complex refineries in the United States.
Trecia Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which provide a broad range of support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms.
Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which provide a broad range of support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms.
We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements. The Paulsboro refinery predominantly manufactures Group I base oils or lubricants and asphalt, jet fuel, and ULSD. Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines, barges, or at its truck rack.
We market and sell all of our refined products to a variety of customers on the spot market or through term agreements. The Paulsboro refinery predominantly manufactures Group I base oils or lubricants and asphalt, jet fuel, and ULSD. Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines, barges, or at its truck rack.
The Toledo refinery purchases its electricity from the PJM grid and has a long-term contract to purchase hydrogen and steam from a local third-party supplier. In addition to the third-party steam supplier, the Toledo refinery consumes a portion of the steam that is generated by its various process units. 16 Chalmette Refinery Overview .
The Toledo refinery purchases its electricity from the PJM grid and has a long-term contract to purchase hydrogen and steam from a local third-party supplier. In addition to the third-party steam supplier, the Toledo refinery consumes a portion of the steam that is generated by its various process units. Chalmette Refinery Overview .
We believe that our operations are in compliance with OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances. 21 Development and Retention The development, attraction and retention of employees is a critical success factor for our Company.
We believe that our operations are in compliance with OSHA requirements, including general industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances. Development and Retention The development, attraction and retention of employees is a critical success factor for our Company.
Davis has served as our Senior Vice President, Chief Financial Officer since February 20, 2023 and has been serving as our Principal Accounting Officer since May 11, 2023. She served as interim Chief Financial Officer from January 1, 2023 to February 19, 2023. Ms. Davis is also a director of certain of our subsidiaries. Ms.
Davis has served as our Senior Vice President, Chief Financial Officer since February 20, 2023 and has been serving as our Principal Accounting Officer since May 11, 2023. She served as interim Chief Financial Officer from January 1, 2023 to February 19, 2023. Ms. Davis is also a director and the Chief Financial Officer of certain of our subsidiaries. Ms.
Davis served as an independent director of PBF Energy from January 1, 2020 to December 31, 2022 and the Chairperson of the Audit Committee from October 1, 2020 to December 31, 2022. From 2017 through 2019, she served as an independent director of PBFX GP, where she was a member of the Audit and the Conflicts Committees.
Davis served as an independent director of PBF Energy from January 1, 2020 to December 31, 2022 and the Chairperson of the Audit Committee from October 1, 2020 to December 31, 2022. From 2017 through 2019, she served as an independent director of PBFX GP, where she was a member of the Audit and the Conflicts Committees. T.
As a result, the holders of PBF Energy’s issued and outstanding shares of its Class A common stock have approximately 99.3% of the voting power in PBF Energy, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 0.7% of the voting power in PBF Energy. 8 The following map details the locations of our refineries (each as defined below): 9 Refining Our six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California.
As a result, the holders of PBF Energy’s issued and outstanding shares of its Class A common stock have approximately 99.3% of the voting power in PBF Energy, and the members of PBF LLC through their holdings of Class B common stock have approximately 0.7% of the voting power in PBF Energy. 8 The following map details the locations of our refineries (each as defined below): 9 Refining Our six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California.
These documents are available free of charge in print to any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054. 11 The diagram below depicts our organizational structure as of December 31, 2023: 12 Operating Segments We operate in two reportable business segments: Refining and Logistics.
These documents are available free of charge in print to any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054. 11 The diagram below depicts our organizational structure as of December 31, 2024: 12 Operating Segments We operate in two reportable business segments: Refining and Logistics.
We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico, and are able to ship products to other international destinations. Our refinery assets as of December 31, 2023 are described below.
We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico, and are able to ship products to other international destinations. Our refinery assets as of December 31, 2024 are described below.
Lucey was our Executive Vice President from April 2014 to December 2014 and served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as our Vice President, Finance in April 2008. Prior thereto, Mr. Lucey served as a Managing Director of M.E.
Lucey previously served as our Executive Vice President from April 2014 to December 2014 and served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as our Vice President, Finance in April 2008. Prior thereto, Mr. Lucey served as a Managing Director of M.E.
Feedstocks and Supply Arrangements. We source our crude oil and feedstock needs for the East Coast Refining System through waterborne deliveries, primarily through short-term and spot market agreements. We also have a crude supply contract with Saudi Aramco, the term of which is currently year to year, for up to approximately 100,000 bpd that is processed at the Paulsboro refinery.
We source our crude oil and feedstock needs for the East Coast Refining System through waterborne deliveries, primarily through short-term and spot market agreements. We also have a crude supply contract with Saudi Aramco, the term of which is currently year to year, for up to approximately 100,000 bpd that are processed at the Paulsboro refinery.
As of December 31, 2023 and December 31, 2022, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 19% and 19%, respectively). Seasonality Traditionally, demand for gasoline and diesel is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic and construction work.
As of December 31, 2024 and December 31, 2023, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 18% and 19%, respectively). Seasonality Traditionally, demand for gasoline and diesel is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic and construction work.
For the years ended December 31, 2023, 2022 and 2021, gasoline and distillates accounted for 88.7%, 88.5% and 86.2% of our revenues, respectively. Customers We sell a variety of refined products to a diverse customer base. The majority of our refined products are primarily sold through short-term contracts or on the spot market.
For the years ended December 31, 2024, 2023 and 2022, gasoline and distillates accounted for 86.5%, 88.7% and 88.5% of our revenues, respectively. Customers We sell a variety of refined products to a diverse customer base. The majority of our refined products are primarily sold through short-term contracts or on the spot market.
Each refinery is briefly described in the table below: Refinery Region Nelson Complexity Index (1) Throughput Capacity (in barrels per day) (1) PADD Crude Processed (2) Source (2) Delaware City East Coast 13.6 180,000 1 light sweet through heavy sour water, rail Paulsboro East Coast 8.8 (3) 155,000 (3) 1 light sweet through heavy sour water Toledo Mid-Continent 11.0 180,000 2 light sweet pipeline, truck, rail Chalmette Gulf Coast 13.0 185,000 3 light sweet through heavy sour water, pipeline Torrance West Coast 13.8 166,000 5 medium and heavy pipeline, water, truck Martinez West Coast 16.1 157,000 5 medium and heavy pipeline and water ________ (1) Reflects operating conditions at each refinery as of the date of this filing.
Each refinery is briefly described in the table below: Refinery Region Nelson Complexity Index (1) Throughput Capacity (in bpd) (1) PADD Crude Processed (2) Source (2) Delaware City East Coast 13.6 180,000 1 light sweet through heavy sour water, rail Paulsboro East Coast 9.1 (3) 155,000 (3) 1 light sweet through heavy sour water Toledo Mid-Continent 11.0 180,000 2 light sweet pipeline, truck, rail Chalmette Gulf Coast 13.0 185,000 3 light sweet through heavy sour water, pipeline Torrance West Coast 13.8 166,000 5 medium and heavy pipeline, water, truck Martinez West Coast 16.1 157,000 5 medium and heavy pipeline and water ________ (1) Reflects operating conditions at each refinery as of the date of this filing.
Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.7 based on current operating conditions.
Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions.
O’Connor worked at Morgan Stanley since 2000 in various positions, most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow Trading. Prior to joining Morgan Stanley, Mr. O’Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin Fuel Oil and Feedstocks group.
O’Connor worked at Morgan Stanley since 2000 in various positions, most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow Trading. Prior to joining Morgan Stanley, Mr. O’Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin Fuel Oil and Feedstocks group. 23 Trecia M.
In addition, we have product offtake arrangements for a portion of our clean products. For the years ended December 31, 2023 and December 31, 2022 only one customer, Shell plc (“Shell”), accounted for 10% or more of our revenues (approximately 14% and 14%, respectively).
In addition, we have product offtake arrangements for a portion of our clean products. For the years ended December 31, 2024 and December 31, 2023 only one customer, Shell plc (“Shell”), accounted for 10% or more of our revenues (approximately 13% and 14%, respectively).
PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its refineries, as well as for third-party customers. PBFX’s revenue from third-party transactions constituted approximately 9.5% of its revenues in 2023.
PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its refineries, as well as for third-party customers. PBFX’s revenue from third-party transactions constituted approximately 9.7% of its revenues in 2024.
In addition, in order to meet certain of these and future EPA requirements, we may be required to continue to purchase RINs, which historically had, and we expect to have, fluctuating costs based on market conditions. Corporate Offices We currently lease approximately 63,000 square feet for our principal corporate offices in Parsippany, New Jersey.
In addition, in order to meet certain of these and future EPA requirements, we may be required to continue to purchase RINs, which historically had, and we expect to have, fluctuating costs based on market conditions. 20 Corporate Offices We currently lease approximately 74,400 square feet for our principal corporate offices in Parsippany, New Jersey.
Products produced at the Chalmette refinery are transferred to customers through pipelines, the marine terminal and truck rack. The majority of our clean products are delivered to customers via pipelines. Our ownership of the Collins pipeline and T&M terminal provides the Chalmette refinery with strategic access to Southeast and East Coast markets through third-party logistics. Inventory Intermediation Agreement.
Products produced at the Chalmette refinery are transferred to customers through pipelines, the marine terminal and truck rack. The majority of our clean products are delivered to customers via pipelines. Our ownership of the Collins pipeline and T&M terminal provides the Chalmette refinery with strategic access to Southeast and East Coast markets through third-party logistics. Tankage Capacity.
In addition to refining assets, the Martinez refinery includes a number of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity. The following table approximates the Martinez refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
In addition to refining assets, the Martinez refinery includes a number of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity. 18 The following table approximates the Martinez refinery’s current major process unit capacities.
Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993. Matthew Lucey has served as our President since January 2015 and Chief Executive Officer since July 2023. Mr. Lucey is also a director and the Chief Executive Officer of certain of our subsidiaries. Mr.
Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993. Matthew C. Lucey has served as our President since January 2015 and Chief Executive Officer and a member of our Board of Directors since July 1, 2023. Mr. Lucey is also a director and the Chief Executive Officer of certain of our subsidiaries. Mr.
From June 2010 through February 2011, he also served as the Delaware City refinery Manager during the reactivation period and, from January 2013 to April 2022, he served as Senior Vice President – Logistics.
He previously served as a Senior Vice President of Health, Safety and Environment from June 2010 to January 2013. From June 2010 through February 2011, he also served as the Delaware City refinery Manager during the reactivation period and, from January 2013 to April 2022, he served as Senior Vice President – Logistics.
The following table approximates the Torrance refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day. Torrance Refinery Units Nameplate Capacity Crude Distillation Unit 166,000 Vacuum Distillation Unit 102,000 Fluid Catalytic Cracking Unit 90,000 Hydrotreating Units 155,500 Hydrocracking Unit 25,000 Alkylation Unit 25,500 Delayed Coking Unit 58,000 Feedstocks and Supply Arrangements.
Unit capacities are shown in barrels per stream day. Torrance Refinery Units Nameplate Capacity Crude Distillation Unit 166,000 Vacuum Distillation Unit 102,000 Fluid Catalytic Cracking Unit 90,000 Hydrotreating Units 155,500 Hydrocracking Unit 25,000 Alkylation Unit 25,500 Delayed Coking Unit 58,000 Feedstocks and Supply Arrangements.
As of December 31, 2023, PBF Energy held 120,461,851 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 862,780 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”).
As of December 31, 2024, PBF Energy held 115,333,223 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 862,780 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”).
Martinez Refinery Units Nameplate Capacity Crude Distillation Unit 157,000 Vacuum Distillation Unit 102,000 Fluid Catalytic Cracking Unit 72,000 Hydrotreating Units 268,000 Hydrocracking Unit 42,900 Alkylation Unit 12,500 Delayed Coking Unit 25,500 Flexi Coking Unit 22,500 Isomerization Unit 15,000 Feedstocks and Supply Arrangements.
Unit capacities are shown in barrels per stream day. Martinez Refinery Units Nameplate Capacity Crude Distillation Unit 157,000 Vacuum Distillation Unit 102,000 Fluid Catalytic Cracking Unit 72,000 Hydrotreating Units 268,000 Hydrocracking Unit 42,900 Alkylation Unit 12,500 Delayed Coking Unit 25,500 Flexi Coking Unit 22,500 Isomerization Unit 15,000 Feedstocks and Supply Arrangements.
We have no crude oil reserves and are not engaged in the exploration or production of crude oil. We believe, however, that we will be able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future.
The availability and cost of crude oil and feedstock are affected by global supply and demand. We have no crude oil reserves and are not engaged in the exploration or production of crude oil. We believe, however, that we will be able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future.
Additionally, there are several pipelines serving the refinery that provide access to sources of waterborne crude oils including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline that supplies jet fuel to the Los Angeles airport that are held by affiliates of the refinery.
Additionally, there are several pipelines serving the refinery that provide access to sources of waterborne crude oils including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline that supplies jet fuel to the Los Angeles airport that are held by affiliates of the refinery. 17 The following table approximates the Torrance refinery’s current major process unit capacities.
Principal Products Our refineries make various grades of gasoline, distillates (including diesel fuel, jet fuel and ULSD) and other products from crude oil, other feedstocks, and blending components. We sell these products through our commercial accounts and sales with major oil companies.
These transactions, other than those with third parties, are eliminated by us in consolidation. 19 Principal Products Our refineries make various grades of gasoline, distillates (including diesel fuel, jet fuel and ULSD) and other products from crude oil, other feedstocks, and blending components. We sell these products through our commercial accounts and sales with major oil companies.
Headcount As of December 31, 2023, we had approximately 3,776 employees, of which 1,965 are covered by collective bargaining agreements. Our hourly employees are covered by collective bargaining agreements through the United Steel Workers (“USW”), the Independent Oil Workers (“IOW”) and the International Brotherhood of Electrical Workers (“IBEW”). We consider our relations with the represented employees to be satisfactory.
Our hourly employees are covered by collective bargaining agreements through the United Steel Workers (“USW”), the Independent Oil Workers (“IOW”) and the International Brotherhood of Electrical Workers (“IBEW”). We consider our relations with the represented employees to be satisfactory.
All other revenues were generated from commercial agreements with PBF Holding. We also have agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions, other than those with third parties, are eliminated by us in consolidation.
All other revenues were generated from commercial agreements with PBF Holding. We also have agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX.
Unlike certain of our competitors that have access to proprietary controlled sources of crude oil production available for use at their own refineries, we obtain all of our crude oil and substantially all other feedstocks from unaffiliated sources. The availability and cost of crude oil and feedstock are affected by global supply and demand.
The refining industry is also highly competitive with respect to feedstock supply. Unlike certain of our competitors that have access to proprietary controlled sources of crude oil production available for use at their own refineries, we obtain all of our crude oil and substantially all other feedstocks from unaffiliated sources.
Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries.
Nimbley also serves as a director and the Executive Chairman of certain of our subsidiaries. Prior to joining us, Mr. Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries.
Delaware City Refinery Units Nameplate Capacity Crude Distillation Unit 180,000 Vacuum Distillation Unit 105,000 Fluid Catalytic Cracking Unit 82,000 Hydrotreating Units 180,000 Hydrocracking Unit 24,000 Catalytic Reforming Unit 43,000 Benzene / Toluene Extraction Unit 15,000 Butane Isomerization Unit 6,000 Alkylation Unit 12,500 Polymerization Unit 16,000 Fluid Coking Unit 54,500 Paulsboro Refinery Units Nameplate Capacity Crude Distillation Units (1) 155,000 Vacuum Distillation Units (1) 50,000 Fluid Catalytic Cracking Unit (1) Idled Hydrotreating Units (1) 102,000 Catalytic Reforming Unit (1) 29,000 Alkylation Unit (1) Idled Lube Oil Processing Unit 12,000 Delayed Coking Unit (1) Idled Propane Deasphalting Unit 11,000 __________________________ (1) Current nameplate capacity was fully or partially reduced as part of the 2020 reconfiguration of our Delaware City and Paulsboro refineries (the “East Coast Refining Reconfiguration”).
Delaware City Refinery Units Nameplate Capacity Crude Distillation Unit 180,000 Vacuum Distillation Unit 105,000 Fluid Catalytic Cracking Unit 82,000 Hydrotreating Units 180,000 Hydrocracking Unit 24,000 Catalytic Reforming Unit 43,000 Benzene / Toluene Extraction Unit 15,000 Butane Isomerization Unit 6,000 Alkylation Unit 12,500 Polymerization Unit 16,000 Fluid Coking Unit 54,500 Paulsboro Refinery Units Nameplate Capacity Crude Distillation Units 155,000 Vacuum Distillation Units 86,000 Fluid Catalytic Cracking Unit Idled Hydrotreating Units 102,000 Catalytic Reforming Unit 29,000 Alkylation Unit Idled Lube Oil Processing Unit 12,000 Delayed Coking Unit Idled Propane Deasphalting Unit 11,000 Feedstocks and Supply Arrangements.
Crude is delivered to the Toledo refinery through three primary pipelines: (1) Enbridge from the north, (2) Patoka from the west and (3) Mid-Valley from the south.
Crude is delivered to the Toledo refinery through three primary pipelines: (1) Enbridge from the north, (2) Patoka from the west and (3) Mid-Valley from the south. Crude is also delivered to a nearby terminal by rail and from local sources by truck to a truck unloading facility within the refinery.
Toledo Refinery Units Nameplate Capacity Crude Distillation Unit 180,000 Fluid Catalytic Cracking Unit 82,000 Hydrotreating Units 95,000 Hydrocracking Unit 52,000 Catalytic Reforming Units 52,000 Alkylation Unit 11,000 Polymerization Unit 7,000 UDEX Unit 16,300 Feedstocks and Supply Arrangements.
The following table approximates the Toledo refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day. Toledo Refinery Units Nameplate Capacity Crude Distillation Unit 180,000 Fluid Catalytic Cracking Unit 82,000 Hydrotreating Units 95,000 Hydrocracking Unit 52,000 Catalytic Reforming Units 52,000 Alkylation Unit 11,000 Polymerization Unit 7,000 UDEX Unit 16,300 15 Feedstocks and Supply Arrangements.
In addition to refining assets, the Torrance refinery acquisition included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities.
It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units. In addition to refining assets, the Torrance refinery acquisition included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities.
Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of feedstocks or intense price fluctuations.
Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of feedstocks or intense price fluctuations. Refining margins are frequently impacted by sharp changes in crude oil costs, which may not be immediately reflected in product prices.
There is also a clean products truck rack that provides access to local markets and crude storage. The Renewable Diesel Facility is also located at our Chalmette refinery. The facility incorporates a repurposed hydrocracker, along with a newly-constructed pre-treatment unit to establish a capacity to produce 20,000 bpd renewable diesel.
There is also a clean products truck rack that provides access to local markets and crude storage. The Renewable Diesel Facility is also located at our Chalmette refinery.
We source our crude oil and feedstock needs for the Martinez refinery through connections to the Crimson San Pablo Bay Pipeline, and via waterborne deliveries, primarily through short-term and spot market agreements.
We source our crude oil and feedstock needs for the Martinez refinery through connections to the Crimson San Pablo Bay Pipeline, and via waterborne deliveries, primarily through short-term and spot market agreements. We also have crude supply agreements with Shell Trading (US) Company (primarily serving the Martinez refinery) for up to 65,000 bpd, through 2026. Refined Product Yield and Distribution.
She previously served as Vice President, Human Resources from March 2015 to April 2022 and as Senior Director, Compensation and Benefits from October 2010 to February 2015. In her tenure, Ms. Ho Tai has established the PBF benefit plans, implemented the HR information system and assisted in the integration of the employees of all acquisitions. Previously, Ms.
Wendy Ho Tai has served as our Senior Vice President, Human Resources since April 2022. She previously served as Vice President, Human Resources from March 2015 to April 2022 and as Senior Director, Compensation and Benefits from October 2010 to February 2015. In her tenure, Ms.
We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements. 14 Inventory Intermediation Agreement.
We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements. 14 Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million barrels.
He served as our Chief Executive Officer from June 2010 through June 2023 and was our Executive Vice President, Chief Operating Officer from April 2010 through June 2010. Mr. Nimbley also serves as a director and the Executive Chairman of certain of our subsidiaries. Prior to joining us, Mr.
Nimbley has served as Chairman of the Board since June 30, 2016 and Executive Chairman since July 1, 2023. He previously served as our Chief Executive Officer from June 2010 through June 2023 and was our Executive Vice President, Chief Operating Officer from April 2010 through June 2010. Mr.
We believe that a combination of competitive compensation and career growth and development opportunities help increase employee morale and reduce voluntary turnover. Our comprehensive benefit packages are competitive in the marketplace and we believe in recognizing and rewarding talent through our various cash and equity compensation programs.
We believe that a combination of competitive compensation and career growth and development opportunities help increase employee morale and reduce voluntary turnover.
Ho Tai held human resources management positions with Petro, Inc. and MarketSmart Interactive. Jim Fedena has served as our Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets since April 2022. He previously served as a Senior Vice President of Health, Safety and Environment from June 2010 to January 2013.
Ho Tai has established the PBF benefit plans, implemented the HR information system and assisted in the integration of the employees of all acquisitions. Previously, Ms. Ho Tai held human resources management positions with Petro, Inc. and MarketSmart Interactive. Jim Fedena has served as our Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets since April 2022.
Location Number of employees Employees covered by collective bargaining agreements Collective bargaining agreements Expiration date Headquarters 470 — N/A N/A Delaware City refinery 535 374 USW January 2026 Paulsboro refinery 301 189 IOW March 2026 Toledo refinery 524 327 USW February 2026 Chalmette refinery 587 335 USW January 2026 Torrance refinery 592 304 15 USW IBEW January 2026 January 2026 Torrance logistics 97 10 28 13 USW USW USW April 2024 January 2026 March 2028 Martinez refinery 580 307 15 USW IBEW February 2026 February 2026 Other Logistics assets 90 23 10 15 USW-East Coast Storage Assets USW- East Coast Terminals USW- East Coast Terminals January 2026 April 2024 March 2028 Total employees 3,776 1,965 22 Information About Our Executive Officers The following is a list of our executive officers as of February 15, 2024: Name Age (as of December 31, 2023 ) Position Thomas Nimbley 72 Executive Chairman, Chairman of the Board Matthew Lucey 50 President, Chief Executive Officer Karen B.
Location Number of employees Employees covered by collective bargaining agreements Collective bargaining agreements Expiration date Headquarters 497 — N/A N/A Delaware City refinery 536 377 USW January 2026 Paulsboro refinery 302 183 IOW March 2026 Toledo refinery 521 333 USW February 2026 Chalmette refinery 606 332 USW January 2026 Torrance refinery 598 309 15 USW IBEW January 2026 January 2026 Torrance logistics 95 4 37 USW USW January 2026 April 2027 Martinez refinery 605 320 19 USW IBEW February 2026 February 2026 Other Logistics assets 95 28 10 12 USW-East Coast Storage Assets USW- East Coast Terminals USW- East Coast Terminals January 2026 April 2026 March 2028 Total employees 3,855 1,979 Information About Our Executive Officers The following is a list of our executive officers as of February 13, 2025: Name Age (as of December 31, 2024 ) Position Thomas J.
Of this total, approximately 2.6 million barrels are allocated to crude oil storage with the remaining 5.5 million barrels allocated to intermediates and products. Energy and Other Utilities. Under normal operating conditions, the Chalmette refinery consumes approximately 25,000 MMBTU per day of natural gas supplied via pipeline from third parties.
The Chalmette refinery has a total tankage capacity of approximately 8.1 million barrels. Of this total, approximately 2.6 million barrels are allocated to crude oil storage with the remaining 5.5 million barrels allocated to intermediates and products. Energy and Other Utilities.
The Chalmette refinery purchases its electricity from a local utility and has a long-term contract to purchase hydrogen from a third-party supplier. 17 Torrance Refinery Overview . The Torrance refinery is located on 750-acres in Torrance, California. It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units.
Under normal operating conditions, the Chalmette refinery consumes approximately 25,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Chalmette refinery purchases its electricity from a local utility and has a long-term contract to purchase hydrogen from a third-party supplier. Torrance Refinery Overview . The Torrance refinery is located on 750-acres in Torrance, California.
Decreased demand during the winter months can lower gasoline and diesel prices. However, due to global supply disruptions, the effects of seasonality on our operating results have been less impactful in recent years. Competition The refining business is very competitive.
Decreased demand during the winter months can lower gasoline and diesel prices. Competition The refining business is very competitive.
The following table approximates the Chalmette refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
The facility incorporates a repurposed hydrocracker, along with a newly-constructed pre-treatment unit to establish a capacity to produce 20,000 bpd renewable diesel. 16 The following table approximates the Chalmette refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
These transactions, other than those with third parties, are eliminated by us in consolidation. See “Item 1A. Risk Factors” and “Item 13.
These transactions, other than those with third parties, are eliminated by us in consolidation. See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.” 10 Recent Developments On February 1, 2025, a fire occurred at our Martinez refinery during preliminary turnaround activities, which resulted in the temporary shutdown of refinery operations.
The Company can purchase these credits from SBR in order to help manage its RFS and LCFS compliance obligations as a petroleum fuel producer. Available Information Our website address is www.pbfenergy.com. Information contained on our website is not part of this Annual Report on Form 10-K.
At this time, as the cost of repairs, the length of the shutdown and other potential liabilities, including regulatory penalties, arising from the incident are unknown, the operational and/or financial impact cannot be reasonably estimated. Available Information Our website address is www.pbfenergy.com. Information contained on our website is not part of this Annual Report on Form 10-K.
Removed
Certain Relationships and Related Transactions, and Director Independence.” 10 Recent Developments Renewable Diesel Facility On June 27, 2023, the Company and Eni completed the closing of the equity method investment transaction and the capitalization of SBR, a jointly held investee designed to own, develop, and operate the Renewable Diesel Facility.
Added
The cause of the fire is currently under investigation. We are assessing the extent of the property damage arising from the fire and potential recoveries from insurance coverage are also being evaluated.
Removed
We contributed the SBR business, which had a total estimated fair value of $1.69 billion, excluding working capital. Eni has contributed $845.6 million of total consideration, which consisted of $431.0 million of cash distributed to us at close and an additional $414.6 million of cash contributed after the commercial start up of the pre-treatment unit in July 2023.
Added
Our comprehensive benefit packages are competitive in the marketplace and we believe in recognizing and rewarding talent through our various cash and equity compensation programs. 21 Headcount As of December 31, 2024, we had approximately 3,855 employees, of which 1,979 are covered by collective bargaining agreements.
Removed
SBR now owns the Renewable Diesel Facility. During the year ended December 31, 2023, we recorded a gain of $925.1 million resulting from the difference between the fair value of the consideration received, including our 50% noncontrolling interest, and the carrying value of the related assets contributed.
Added
Canty 55 Senior Vice President, General Counsel & Corporate Secretary Michael A. Bukowski 55 Senior Vice President, Head of Refining Wendy Ho Tai 58 Senior Vice President, Human Resources Jim Fedena 60 Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets 22 Thomas J.
Removed
As stipulated in the agreements with Eni, we managed project execution and will continue to serve as the operator of the facility. Please see “Note 6 - Equity Investment in SBR” of our Notes to Consolidated Financial Statements, for additional information.
Added
Michael A. Bukowski has served as our Senior Vice President, Head of Refining since March 2024 and has responsibility for our refining operations. Prior to joining us, from May 2023 until February 2024, Mr. Bukowski served as Vice President, Regional Refining for the Midcontinent and Atlantic Basin at Phillips 66. From August 2016 to May 2023, Mr.
Removed
The facility has the capacity to produce 20,000 bpd of renewable diesel from corn oil, soybean oil, fats and greases. The produced renewable diesel generates federal RINs and Low Carbon Fuel Standard (“LCFS”) credits when sold in California or similar markets.
Added
Bukowski’s prior roles with Phillips 66 included Vice President of Refining Transformation, Vice President, Strategy and various other positions with responsibility for designing a new refining organization and aligning employees with refining and corporate strategies. Mr. Bukowski also previously served as General Manager of Sunoco’s Philadelphia refinery.
Removed
On July 31, 2023, we early terminated the third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation Agreement”), previously entered into by and among PBF Holding and its subsidiaries, DCR, PRC and Chalmette Refining (collectively, the “PBF Entities”) and J. Aron to support the operations of the PBF Entities. Pursuant to the Third Inventory Intermediation Agreement, J.
Removed
Aron had purchased and held title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”), purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the “Refineries”) and delivered into our storage tanks at the Refineries (the “Storage Tanks”).
Removed
Following the early termination, we purchased, and now own all of the inventory previously held by J. Aron. Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million barrels.
Removed
Crude is also delivered to a nearby terminal by rail and from local sources by truck to a truck unloading facility within the refinery. 15 The following table approximates the Toledo refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
Removed
On July 31, 2023, we early terminated the Third Inventory Intermediation Agreement. Refer to East Coast Refining System (Delaware City refinery and Paulsboro refinery), above, for further details. Tankage Capacity. The Chalmette refinery has a total tankage capacity of approximately 8.1 million barrels.
Removed
We also have crude supply agreements with Shell Trading (US) Company (primarily serving the Martinez refinery) for up to 95,000 bpd, which, upon expiration of one of the agreements in early 2024, will be reduced to up to approximately 65,000 bpd, through early 2025. Refined Product Yield and Distribution.
Removed
Refining margins are frequently impacted by sharp changes in crude oil costs, which may not be immediately reflected in product prices. 20 The refining industry is also highly competitive with respect to feedstock supply.
Removed
Steven Steach has served as our Senior Vice President, Refining since February 1, 2022 and has responsibility for our refining operations.
Removed
He originally joined us in November 2015 in advance of the acquisition of the Torrance refinery and served as the Vice President and Refinery Manager of the Torrance refinery from its acquisition on July 1, 2016 until January 31, 2022. Before joining PBF, Mr. Steach was Refinery Manager for ConocoPhillips in Billings, MT, for four years. Prior to Billings, Mr.
Removed
Steach was Operations Manager for ConocoPhillips at their Los Angeles refinery for a total of nine years, including Site Manager at the Carson plant. Wendy Ho Tai has served as our Senior Vice President, Human Resources since April 2022.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

84 edited+15 added−10 removed239 unchanged
Biggest changeAs protection against these hazards, we maintain insurance coverage for our refineries against some, but not all, such potential losses and liabilities, including claims against us by third parties relating to our operations and products. We or SBR may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates.
Biggest changeAt this time, as the cost of repairs, the length of the shutdown and other potential liabilities, including regulatory penalties, arising from the incident are unknown, the operational and/or financial impact cannot be reasonably estimated. 30 As protection against these hazards, we maintain insurance coverage for our refineries against some, but not all, such potential losses and liabilities, including claims against us by third parties relating to our operations and products.
Under these laws, we may incur liability or be required to pay penalties for past contamination, and third parties may assert claims against us for damages allegedly arising out of any past or future contamination.
Under these laws, we may incur liability or be required to pay penalties for past contamination, and third parties may assert claims against us for damages allegedly arising out of any past or future contamination.
In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”), which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations under SB 1322 and the Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California (e.g., refiners, marketers, importers, transporters, terminals, producers, renewables producers, pipelines, and ports), (iii) created the Division of Petroleum Market Oversight 36 within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”), which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations under SB 1322 and the Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California (e.g., refiners, marketers, importers, transporters, terminals, producers, renewables producers, pipelines, and ports), (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
Among other things, these provisions: • authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval; • prohibit stockholder action by written consent; • restrict certain business combinations with stockholders who obtain beneficial ownership of a certain percentage of our outstanding common stock; 50 • provide that special meetings of stockholders may be called only by the chairman of the Board of Directors, the chief executive officer or the Board of Directors, and establish advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at stockholder meetings; and • provide that our stockholders may only amend our bylaws with the approval of 75% or more of all of the outstanding shares of our capital stock entitled to vote.
Among other things, these provisions: • authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval; • prohibit stockholder action by written consent; • restrict certain business combinations with stockholders who obtain beneficial ownership of a certain percentage of our outstanding common stock; • provide that special meetings of stockholders may be called only by the chairman of the Board of Directors, the chief executive officer or the Board of Directors, and establish advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at stockholder meetings; and • provide that our stockholders may only amend our bylaws with the approval of 75% or more of all of the outstanding shares of our capital stock entitled to vote.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our liquidity and financial condition will affect our ability to satisfy any and all of these needs or obligations. 32 We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our liquidity and financial condition will affect our ability to satisfy any and all of these needs or obligations. We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently.
Certain other significant agreements of ours such as our agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) and the Tax Receivable Agreement (as defined below) also contain provisions related to a change in control that could make it more difficult or expensive for a third-party to acquire us.
Certain other significant agreements of ours such as the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) and the Tax Receivable Agreement (as defined below) also contain provisions related to a change in control that could make it more difficult or expensive for a third-party to acquire us.
Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could significantly harm our profitability and reputation. 51 Our current stockholders could experience dilution, which could further depress the price of our Class A common stock. We continue to require substantial working capital to fund our business.
Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could significantly harm our profitability and reputation. Our current stockholders could experience dilution, which could further depress the price of our Class A common stock. We continue to require substantial working capital to fund our business.
In addition, in order to meet certain of these and future EPA requirements, we may be required to purchase RINs, 31 which may have fluctuating costs based on market conditions. Our results continue to be impacted by significant costs to comply with the RFS.
In addition, in order to meet certain of these and future EPA requirements, we may be required to purchase RINs, which may have fluctuating costs based on market conditions. Our results continue to be impacted by significant costs to comply with the RFS.
Given we process a significant volume of crude oil, the impact can materially affect our working capital, cash flows and liquidity. Our profitability is affected by crude oil differentials and related factors, which fluctuate substantially.
Given we process a significant volume of crude oil, the impact can materially affect our working capital, cash flows and liquidity. 29 Our profitability is affected by crude oil differentials and related factors, which fluctuate substantially.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: • denial or delay in obtaining regulatory approvals and/or permits; • unplanned increases in the cost of construction materials or labor; • disruptions in transportation of modular components and/or construction materials; • severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • non-performance or force majeure by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project. 42 Our refineries contain many processing units, a number of which have been in operation for many years.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: • denial or delay in obtaining regulatory approvals and/or permits; • unplanned increases in the cost of construction materials or labor; • disruptions in transportation of modular components and/or construction materials; • severe adverse weather conditions, natural disasters, wildfires or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • non-performance or force majeure by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project. 43 Our refineries contain many processing units, a number of which have been in operation for many years.
A narrowing of the WTI/Dated Brent differential may result in our Toledo refinery losing a portion of its crude oil price advantage over certain 29 of our competitors, which negatively impacts our profitability.
A narrowing of the WTI/Dated Brent differential may result in our Toledo refinery losing a portion of its crude oil price advantage over certain of our competitors, which negatively impacts our profitability.
Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. 37 Certain environmental laws impose strict, and in certain circumstances joint and several liability for, costs of investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at contaminated sites.
Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. 38 Certain environmental laws impose strict, and in certain circumstances joint and several liability for, costs of investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at contaminated sites.
If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs significantly increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected. 46 Despite our level of indebtedness, we and our subsidiaries may be able to incur substantially more debt, which could exacerbate the risks described above.
If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs significantly increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected. 47 Despite our level of indebtedness, we and our subsidiaries may be able to incur substantially more debt, which could exacerbate the risks described above.
If any of these executives or other key personnel resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations could be materially adversely affected. 44 Our hedging activities may limit our potential gains, exacerbate potential losses and involve other risks.
If any of these executives or other key personnel resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations could be materially adversely affected. 45 Our hedging activities may limit our potential gains, exacerbate potential losses and involve other risks.
Such derivative gains or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance. 45 Risks Related to Our Indebtedness Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness. Our indebtedness may significantly affect our financial flexibility in the future.
Such derivative gains or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance. 46 Risks Related to Our Indebtedness Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness. Our indebtedness may significantly affect our financial flexibility in the future.
In the event any of our refineries is forced to shut down for a significant period of time, it would have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole. In addition, a shutdown or disruption of our Chalmette refinery could impact the operations of SBR.
In the event any of our refineries is forced to shut down for a significant period of time or permanently, it could have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole. In addition, a shutdown or disruption of our Chalmette refinery could impact the operations of SBR.
In addition, the fixed income and bank markets could experience periods of extreme volatility that may negatively impact market liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets could increase substantially at times while the availability of funds from those markets diminishes significantly.
In addition, the fixed income and bank markets could experience periods of extreme volatility or stress that may negatively impact market liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets could increase substantially at times while the availability of funds from those markets diminishes significantly.
As a result, our operations could be subject to significant interruption if any of our refineries or other facilities were to experience a major accident, be damaged by severe weather or other natural disaster, or otherwise be forced to shut down or curtail production due to unforeseen events, such as acts of God, nature, orders of governmental authorities, supply chain disruptions impacting our crude rail facilities or other logistics assets, power outages, acts of terrorism, fires, toxic emissions and maritime hazards.
As a result, our operations could be subject to significant interruption if any of our refineries or other facilities were to experience a major accident, be damaged by severe weather, wildfires or other natural disasters, or otherwise be forced to shut down or curtail production due to unforeseen events, such as acts of God, nature, orders of governmental authorities, supply chain disruptions impacting our crude rail facilities or other logistics assets, power outages, acts of terrorism, fires, toxic emissions and maritime hazards.
There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers. 43 Acquisitions or other investments that we may undertake in the future involve a number of risks, any of which could cause us not to realize the anticipated benefits.
There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers. 44 Acquisitions or other investments that we may undertake in the future involve a number of risks, any of which could cause us not to realize the anticipated benefits.
We and our subsidiaries are able to incur additional indebtedness in the future including additional secured or unsecured debt. Although our debt instruments and financing arrangements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
We and our subsidiaries are able to incur additional indebtedness in the future including additional secured or unsecured debt. Although our debt instruments contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
In the past, global financial markets and economic conditions have been, and may again be, subject to disruption and volatile due to a variety of factors, including uncertainty in the financial services sector, low consumer confidence, falling commodity prices, geopolitical issues and generally weak economic conditions.
In the past, global financial markets and economic conditions have been, and may again be, subject to disruption and volatility due to a variety of factors, including uncertainty in the financial services sector, low consumer confidence, falling commodity prices, geopolitical issues and generally weak economic conditions.
If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full. 47 Provisions in our indentures and other agreements could discourage an acquisition of us by a third-party.
If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full. 48 Provisions in our indentures and other agreements could discourage an acquisition of us by a third-party.
Some of our debt instruments also require our subsidiaries to satisfy or maintain certain financial condition tests in certain circumstances. Our ability to meet these financial condition tests can be affected by events beyond our control and we may not meet such tests.
Some of our debt instruments also require our subsidiaries to satisfy or maintain certain financial condition tests in certain circumstances. Our ability to meet these financial condition tests can be affected by events beyond our control and we may not meet such tests in the future.
These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risks Relating to Our Business and Industry • The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services; • Volatility in commodity prices and refined product demand; • Crude oil differentials and related factors, which fluctuate substantially; • Significant interruptions or casualty losses at any of our refineries and related assets or logistics terminals, pipelines or other facilities owned by us or by SBR; • Interruptions of supply and distribution at our refineries; • Renewable fuels mandates and the cost of RINs; • Existence of capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; • Regulation related to climate change and emissions of greenhouse gases and other regulatory, environmental and health and safety regulations; • Successful commercial operation of SBR; • Enhanced scrutiny on ESG matters; • Rate of inflation and its impacts on supply and demand, pricing, and supply chain disruption; • Actions taken by our competitors, including adjustments to refining capacity or renewable fuels production in response to regulations and market conditions; • Volatility and uncertainty in the credit and capital markets, including as a result of higher interest rates; • Any political instability, including as a result of Russia’s military action in Ukraine, the outbreak of armed hostilities in the middle east, disruption in international shipping resulting from recent attacks by armed groups on cargo ships in the Red Sea, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events; • A cyber-attack on, or other failure of, our technology infrastructure; • Competition from other companies in the refining or renewable fuels industries; • Delays or cost increases related to capital spending programs; • Product liability claims, operational liability claims and other material litigation; • Acquisition or integration of new assets into our business; • Labor disruptions that would interfere with our operations; • Discontinuation of employment of any of our senior executives or other key employees; • Our activity in commodity derivatives markets.
These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risks Relating to Our Business and Industry • The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services; • Volatility in commodity prices and refined product demand; • Crude oil differentials and related factors, which fluctuate substantially; • Significant interruptions or casualty losses at any of our refineries and related assets or logistics terminals, pipelines or other facilities owned by us or by SBR; • Interruptions of supply and distribution at our refineries; • Renewable fuels mandates and the cost of RINs; • Existence of capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; • Regulation related to climate change and emissions of greenhouse gases and other regulatory, environmental and health and safety regulations; • A cyber-attack on, or other failure of, our technology infrastructure; • Successful management of the commercial operation of SBR; • Enhanced scrutiny on ESG matters; • Rate of inflation, including increases due to tariffs and other trade measures that may be imposed by the new presidential administration, and its impacts on supply and demand, pricing, and supply chain disruption; • Actions taken by our competitors, including adjustments to refining capacity or renewable fuels production in response to regulations and market conditions; • Volatility and uncertainty in the credit and capital markets, including as a result of higher interest rates; • Any political instability, including as a result of Russia’s military action in Ukraine, armed hostilities in the middle east, disruption in international shipping resulting from attacks by armed groups on cargo ships, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events; • Competition from other companies in the refining or renewable fuels industries; • Delays or cost increases related to capital spending programs; • Product liability claims, operational liability claims and other material litigation; • Acquisition or integration of new assets into our business; • Labor disruptions that would interfere with our operations; • Discontinuation of employment of any of our senior executives or other key employees; • Our activity in commodity derivatives markets.
PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of the taxable income of PBF LLC or even equal to the actual tax due with respect to that income. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 52
PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of the taxable income of PBF LLC or even equal to the actual tax due with respect to that income. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 53
Most hourly employees at our refineries are covered by collective bargaining agreements through the USW, the IOW and the IBEW. These agreements are scheduled to expire on various dates in 2024 through 2028 (See “Item 1. Business” - Employees).
Most hourly employees at our refineries are covered by collective bargaining agreements through the USW, the IOW and the IBEW. These agreements are scheduled to expire on various dates in 2026 through 2028 (See “Item 1. Business” - Employees).
See “Certain Relationships and Related Transactions—IPO Related Agreements” in our 2024 Proxy Statement incorporated herein by reference. 48 Under the Tax Receivable Agreement, PBF Energy is required to pay the former and current holders of PBF LLC Series A Units and PBF LLC Series B Units, or other permitted assignees, for certain realized or assumed tax benefits PBF Energy may claim arising in connection with prior offerings and future exchanges of PBF LLC Series A Units for shares of its Class A common stock and related transactions.
See “Certain Relationships and Related Transactions—IPO Related Agreements” in our 2025 Proxy Statement incorporated herein by reference. 49 Under the Tax Receivable Agreement, PBF Energy is required to pay the former and current holders of PBF LLC Series A Units and PBF LLC Series B Units, or other permitted assignees, for certain realized or assumed tax benefits PBF Energy may claim arising in connection with prior offerings and future exchanges of PBF LLC Series A Units for shares of its Class A common stock and related transactions.
In addition, from time to time, we are required to spend significant amounts for repairs when one or more processing units experiences temporary shutdowns. We continue to utilize significant capital to upgrade equipment, improve facilities, and reduce operational, safety and environmental risks.
In addition, from time to time, we may be required to spend significant amounts for repairs when one or more processing units experiences temporary shutdowns. We continue to utilize significant capital to upgrade equipment, improve facilities, and reduce operational, safety and environmental risks.
Additionally, governmental and regulatory actions, including continued resolutions by the Organization of the Petroleum Exporting Countries to restrict crude oil production levels and executive actions by the current U.S. presidential administration to restrict the advancement of certain energy infrastructure projects such as the Keystone XL pipeline or Enbridge's Line 5 pipeline, may continue to impact crude oil prices and crude oil differentials.
Additionally, governmental and regulatory actions, including continued resolutions by the Organization of the Petroleum Exporting Countries to restrict crude oil production levels and executive actions by the new U.S. presidential administration to advance certain energy infrastructure projects such as the Keystone XL pipeline or Enbridge's Line 5 pipeline, may continue to impact crude oil prices and crude oil differentials.
Current efforts by the federal government, including the Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure executive order, the issuance of new cybersecurity requirements for critical pipeline owners and operators issued by the Department of Homeland Security’s Transportation Security Administration following a cyber-attack on a major petroleum pipeline in 2021, and any potential future regulations could lead to increased regulatory compliance costs, insurance coverage cost or capital expenditures.
Efforts by the federal government, including the Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure executive order, the issuance of new cybersecurity requirements for critical pipeline owners and operators issued by the Department of Homeland Security’s Transportation Security Administration following a cyber-attack on a major petroleum pipeline in 2021, and other existing or future regulations could lead to increased regulatory compliance costs, insurance coverage cost or capital expenditures.
At December 31, 2023 and December 31, 2022, the replacement value of inventories exceeded the LIFO carrying value, therefore no LCM inventory reserve was recorded.
At December 31, 2024 and December 31, 2023, the replacement value of inventories exceeded the LIFO carrying value, therefore no LCM inventory reserve was recorded.
While we have entered into agreements with SBR that allow us to purchase RINs at our election, we incurred approximately $762.3 million in RINs costs during the year ended December 31, 2023 as compared to $1,225.5 million and $726.0 million during the years ended December 31, 2022 and 2021, respectively.
While we have entered into agreements with SBR that allow us to purchase RINs at our election, we incurred approximately $515.3 million in RINs costs during the year ended December 31, 2024 as compared to $762.3 million and $1,225.5 million during the years ended December 31, 2023 and 2022, respectively.
We cannot reasonably predict the impact that the full implementation of SBx1-2 will have on our California operations or our Company nor can we predict the impact that similarly focused legislation or actions in other jurisdictions in which we operate our refineries may have.
We cannot reasonably predict the impact that the full implementation of SBx 1-2 or ABx 2-1 will have on our California operations or our Company nor can we predict the impact that similarly focused legislation or actions in other jurisdictions in which we operate our refineries may have.
Any adverse changes in our credit ratings may negatively impact the terms of credit we receive from our suppliers and require us to prepay or post collateral.
Any adverse changes in our credit ratings may negatively impact the terms of credit we receive from our suppliers and our requirements to prepay or post collateral.
The market price of PBF Energy Class A common stock has in the past been and may continue to be highly volatile and subject to wide fluctuations due to a number of factors including: • market conditions in the oil refining industry and volatility in commodity prices; • changes in, or failure to meet, earnings estimates of securities analysts; • variations in actual or anticipated operating results or dividends, if any, to stockholders; • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, including disruptions due to problems with third-party logistics infrastructure; • litigation and government investigations; • the timing and announcement of any potential acquisitions or divestitures and subsequent impact of any future acquisitions or divestitures on our capital structure, financial condition or results of operations; • changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof; • general economic and stock market conditions; and • the availability for sale, or sales by PBF Energy or its senior management, of a significant number of shares of its Class A common stock in the public market.
The market price of PBF Energy Class A common stock has in the past been and may continue to be highly volatile and subject to wide fluctuations due to a number of factors including: • market conditions in the oil refining industry and volatility in commodity prices; • changes in, or failure to meet, earnings estimates of securities analysts; • variations in actual or anticipated operating results or dividends, if any, to stockholders; • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, including disruptions due to problems with third-party logistics infrastructure; • litigation and government investigations; • the timing and announcement of any potential acquisitions or divestitures and subsequent impact of any future acquisitions or divestitures on our capital structure, financial condition or results of operations; • changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof; • general economic and stock market conditions; and • the availability for sale, or sales by PBF Energy or its senior management, of a significant number of shares of its Class A common stock in the public market. 52 In recent years, the stock market in general, and the market for energy companies in particular, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
See “Item 13. Certain Relationships and Related Transactions, and Director Independence.” PBF Energy has recognized, as of December 31, 2023, a total liability for the Tax Receivable Agreement of $336.6 million, of which $43.0 million is recorded as a current liability and was paid in January 2024 related to the 2022 tax year.
See “Item 13. Certain Relationships and Related Transactions, and Director Independence.” PBF Energy has recognized, as of December 31, 2024, a total liability for the Tax Receivable Agreement of $293.6 million, of which $125.4 million is recorded as a current liability and was paid in January 2025 related to the 2023 tax year.
In addition, as many of our facilities are located near coastal areas, rising sea levels may disrupt our ability to operate those facilities or transport crude oil and refined products. Extended periods of such disruption could have an adverse effect on our results of operation.
In addition, as many of our facilities are located near coastal areas, rising sea levels may disrupt our ability to operate those facilities or transport crude oil and refined products. Extended periods of such disruption could have an adverse effect on our results of operation. We could also incur substantial costs to protect or repair these facilities.
To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin, our financial results and profitability could be adversely affected.
To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin, inventory requirements, or timing of turnaround schedules our financial results and profitability could be adversely affected.
If we were to be held responsible for damages in any such litigation or proceedings, such costs may not be covered by insurance and may be material. Historical soil and groundwater contamination has been identified at our refineries. Currently, remediation projects for such contamination are underway in accordance with regulatory requirements at our refineries.
If we were to be held responsible for damages in any such litigation or proceedings, such costs may not be covered by insurance and may be material. Historical soil and groundwater contamination has been identified at our refineries.
If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases.
Our short-term working capital needs are primarily related to financing certain of our crude oil and refined products inventory. 32 If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases.
In connection with the acquisitions of certain of our refineries and logistics assets, the prior owners have retained certain liabilities or indemnified us for certain liabilities, including those relating to pre-acquisition soil and groundwater conditions, and in some instances we have assumed certain liabilities and environmental obligations, including certain existing and potential remediation obligations.
Currently, remediation projects for such contamination are underway in accordance with regulatory requirements at our refineries. 35 In connection with the acquisitions of certain of our refineries and logistics assets, the prior owners have retained certain liabilities or indemnified us for certain liabilities, including those relating to pre-acquisition soil and groundwater conditions, and in some instances we have assumed certain liabilities and environmental obligations, including certain existing and potential remediation obligations.
Regulatory requirements also could adversely affect demand for the refined products that we produce. Any increased costs or reduced demand could materially and adversely affect our business and results of operations. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place.
Any increased costs or reduced demand could materially and adversely affect our business and results of operations. 34 Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and Russia’s military action in Ukraine starting in February 2022, the outbreak of armed hostilities in the middle east and disruptions in international shipping resulting from recent attacks by armed groups on cargo ships in the Red Sea.
U.S. and global markets have experienced volatility and disruption following the escalation of geopolitical tensions and Russia’s military action in Ukraine since February 2022, armed hostilities in the middle east and disruptions in international shipping resulting from attacks by armed groups on cargo ships.
See “ We may not be able to successfully integrate the operations of our 50-50 equity method investment into our business, or realize the anticipated benefits of this investment ” risk factor below. Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices and refined product demand.
See “ We may not be able to successfully realize the anticipated benefits of our investment in SBR or meet our obligations to SBR ” risk factor below. Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices and refined product demand.
We may not be able to successfully integrate the operations of our 50-50 equity method investment into our business, or realize the anticipated benefits of this investment. On June 27, 2023, we closed on the jointly held investment in SBR, which owns the Renewable Diesel Facility, together with our partner, Eni.
We may not be able to successfully realize the anticipated benefits of our investment in SBR or meet our obligations to SBR. On June 27, 2023, together with our partner, Eni, we closed on the jointly held investment in SBR, which owns the Renewable Diesel Facility.
If we failed to prevail in any such litigation and were required to pay significant damages and/or materially alter the manner in which we conduct our business, there could be a material adverse impact on our operations, financial condition or results of operations.
If we failed to prevail in any such litigation and were required to pay significant damages and/or materially alter the manner in which we conduct our business, there could be a material adverse impact on our operations, financial condition or results of operations. 36 Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate.
We could also incur substantial costs to protect or repair these facilities. 33 Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs and could have a material adverse effect on our results of operations and financial condition.
Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs and could have a material adverse effect on our results of operations and financial condition.
In connection with the Paulsboro, Torrance and Martinez acquisitions, we assumed certain significant environmental obligations, and we have assumed a portion of certain environmental liabilities that may arise in connection with the Martinez acquisition and may similarly do so in future acquisitions. We will likely incur substantial compliance costs in connection with new or changing environmental, health and safety regulations.
In connection with the Paulsboro, Torrance and Martinez acquisitions, we assumed certain significant environmental obligations, and may similarly do so in future acquisitions. We will likely incur substantial compliance costs in connection with new or changing environmental, health and safety regulations. See “Item 7.
This equity method investment involves risks, including: • diversion of management time and attention from our existing business; • reliance on Eni and their financial condition; • risk that Eni does not always share our goals and objectives; and • certain obligations that we have to fund capital expenditures relating to this investment.
This equity method investment involves risks, including: • diversion of management time and attention from our existing business; • reliance on Eni and their financial condition; • risk that Eni does not always share our goals and objectives; and • certain obligations that we have to fund capital expenditures relating to this investment. 40 Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact our business and our access to capital markets.
These developments may also lead to reduced demand for our products, a reduction in our revenue, higher costs and an overall decrease in our profitability. 38 Additionally, increased attention and scrutiny regarding climate change has resulted in increased investor attention and an increased risk of public and private litigation, which could increase our costs and/or otherwise negatively affect our operations and overall profitability, and cause the market price of our Class A common stock to decline.
Additionally, increased attention and scrutiny regarding climate change has resulted in increased investor attention and an increased risk of public and private litigation, which could increase our costs and/or otherwise negatively affect our operations and overall profitability, and cause the market price of our Class A common stock to decline.
Although we may take actions to counteract the impacts of inflation, if these actions are not effective it could have a material adverse effect on our business, results of operations and financial condition. Additionally, higher future inflation or concerns of a recession could impact the demand for our products and services.
Although we may take actions to counteract the impacts of inflation, if these actions are not effective it could have a material adverse effect on our business, results of operations and financial condition.
As of December 31, 2023, we have total debt of $1,298.4 million, excluding unamortized deferred debt issuance costs of $52.5 million, and we could incur additional borrowings under our PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”).
As of December 31, 2024, we have total debt of $1,498.9 million, excluding unamortized deferred debt issuance costs of $41.6 million, and we could incur additional borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”).
We may be subject to asserted or unasserted claims and governmental regulatory proceedings and inquiries related to the use of PFAS in a variety of jurisdictions. 35 Changes in law or interpretation of settled law and changes in policy, including with respect to climate change, other environmental regulations or regulations mandating efficiency standards or the use of alternative fuels or uncompetitive fuel components, could adversely affect our operations and results by increasing our cost of compliance, delaying or eliminating available business opportunities and/or preventing or limiting existing operations.
Changes in law or interpretation of settled law and changes in policy, including with respect to climate change, other environmental regulations or regulations mandating efficiency standards or the use of alternative fuels or uncompetitive fuel components, could adversely affect our operations and results by increasing our cost of compliance, delaying or eliminating available business opportunities and/or preventing or limiting existing operations.
We may not be able to obtain funding on acceptable terms or at all, including because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs.
Additionally, higher future inflation or concerns of a recession could impact the demand for our products and services. 41 We may not be able to obtain funding on acceptable terms or at all, including because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs.
While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on our business or results of operations, if we were to be subject to a material successful cyber intrusion, it could result in remediation or service restoration costs, increased cyber protection costs, lost revenues, litigation or regulatory actions by governmental authorities, increased insurance premiums, reputational damage and damage to our competitiveness, financial condition, results of operations and cash flows.
While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on our business or results of operations, if we were to be subject to a material successful cyber intrusion, it could result in remediation or service restoration costs, increased cyber protection costs, lost revenues, litigation or regulatory actions by governmental authorities, increased insurance premiums, reputational damage and damage to our competitiveness, financial condition, results of operations and cash flows. 39 Cyber-attacks against us or others in our industry could result in additional regulations, and U.S. government warnings have indicated that infrastructure assets, including pipelines, may be specifically targeted by certain groups.
Projected operating costs related to our pipelines reflect the recurring costs resulting from compliance with these regulations, and these costs may increase due to future acquisitions, changes in regulation, changes in use, or discovery of existing but unknown compliance issues.
We cannot predict when or whether any such proposals may become effective or what impact such proposals may have. Projected operating costs related to our pipelines reflect the recurring costs resulting from compliance with these regulations, and these costs may increase due to future acquisitions, changes in regulation, changes in use, or discovery of existing but unknown compliance issues.
Moreover, without adequate funding, we may be unable to execute our business strategy, complete future acquisitions or growth projects, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our revenues and results of operations. 39 Any political instability, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events could have a material adverse effect on our business, results of operations and financial condition.
Moreover, without adequate funding, we may be unable to execute our business strategy, complete future acquisitions or growth projects, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our revenues and results of operations.
In addition, EPA is taking steps to regulate GHGs under the existing federal Clean Air Act. EPA has adopted regulations limiting emissions of GHGs from motor vehicles, and is currently proposing new mobile source regulations further limiting GHG emissions for light- and medium-duty vehicles and heavy-duty highway vehicles.
In addition, EPA has taken steps to regulate GHGs under the existing federal Clean Air Act. EPA has adopted regulations limiting GHG emissions for light- and medium-duty vehicles and heavy-duty highway vehicles.
Further, if we are not able to market and sell our finished products to credit worthy customers, we may be subject to delays in the collection of our accounts receivable and exposure to additional credit risk.
We fund all inventory purchases with existing working capital or other available sources of liquidity. Further, if we are not able to market and sell our finished products to credit worthy customers, we may be subject to delays in the collection of our accounts receivable and exposure to additional credit risk.
If we or SBR were to incur a significant liability that was not fully insured, it could have a material adverse effect on our financial position. Our insurance program includes a number of insurance carriers.
For example, coverage for hurricane damage can be limited, and coverage for terrorism risks can include broad exclusions. If we or SBR were to incur a significant liability that was not fully insured, it could have a material adverse effect on our financial position. Our insurance program includes a number of insurance carriers.
Although MRC believes that it will achieve compliance through the alternative emissions monitoring system (“AEMS”) approved by the Bay Area Air Quality Management District (“BAAQMD”) and subject to validation as part of the settlement agreement entered into on February 12, 2024, there can be no assurance that the AEMS will be validated or achieve the required emissions reductions or that we will not incur significant additional costs to comply with the Rule 6-5 Amendment.
Although MRC believes that it will achieve compliance through the alternative emissions monitoring system (“AEMS”) approved by the Bay Area Air Quality Management District (“BAAQMD”) and subject to validation as part of the settlement agreement entered into on February 12, 2024, there can be no assurance that the AEMS will be validated or achieve the required emissions reductions or that we will not incur significant additional costs to comply with the Rule 6-5 Amendment. 33 Certain environmental laws impose strict, and in certain circumstances, joint and several, liability for costs of investigation and cleanup of spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at, contaminated sites.
Any act of war, terrorism, or other catastrophic events that resulted in damage to, or otherwise disrupts the operating activities of, any of our refineries or third-party facilities upon which we are dependent for our business operations could have a material adverse effect on our business, results of operations and financial condition.
Any act of war, terrorism, or other catastrophic events that resulted in damage to, or otherwise disrupts the operating activities of, any of our refineries or third-party facilities upon which we are dependent for our business operations could have a material adverse effect on our business, results of operations and financial condition. 42 Competition from companies that produce their own supply of feedstocks, have extensive retail outlets, make alternative fuels or have greater financial and other resources than we do, could materially and adversely affect our business and results of operations.
As a result, if PBF Energy does not declare or pay dividends you may not receive any return on an investment in PBF Energy Class A common stock unless you sell PBF Energy Class A common stock for a price greater than that which you paid for it.
As a result, if PBF Energy does not declare or pay dividends you may not receive any return on an investment in PBF Energy Class A common stock unless you sell PBF Energy Class A common stock for a price greater than that which you paid for it. 51 Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law may discourage or delay a change in control.
Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for transportation of crude oil and refined products could have a further material adverse effect on our business, financial condition, results of operations and cash flows.
Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for transportation of crude oil and refined products could have a further material adverse effect on our business, financial condition, results of operations and cash flows. 31 In addition, substantial weather-related conditions could impact our relationships and arrangements with our major customers and suppliers by materially affecting the normal flow of crude oil and refined products, especially seaborne transactions.
Consequently, the CEC adopted an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SBx 1-2. It also adopted an order initiating rulemaking activity under SBx 1-2 that will be focused on refinery maintenance and turnarounds.
Consequently, the CEC adopted an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SBx 1-2.
To the extent that these information systems are under our control, we have implemented measures such as virus protection software, emergency recovery processes and a formal disaster recovery plan to address the outlined risks.
The potential for such security threats or system failures has subjected our operations to increased risks that could have a material adverse effect on our business. To the extent that these information systems are under our control, we have implemented measures such as virus protection software, emergency recovery processes and a formal disaster recovery plan to address the outlined risks.
If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations and cash flows.
If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations and cash flows. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur.
Moreover, in each of these instances, PBF Energy would be required to make an immediate payment equal to the present value (at a discount rate equal to LIBOR plus 100 basis points) of the anticipated future tax benefits (based on the foregoing assumptions).
Moreover, in each of these instances, PBF Energy would be required to make an immediate payment equal to the present value (at a discount rate equal to LIBOR plus 100 basis points) of the anticipated future tax benefits (based on the foregoing assumptions). 50 Accordingly, payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits and may be significantly greater than the actual benefits PBF Energy realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
Second, the regulations amend the California Low-emission Vehicle Regulations to include increasingly stringent standards for gasoline cars and heavier passenger trucks to continue to reduce smog-forming emissions while the sector transitions toward 100% electrification by 2035. 34 Similar to the ACCII, on April 28, 2023, CARB voted unanimously to adopt the Advanced Clean Fleet (“ACF”) regulations with the goal of achieving a zero-emission truck and bus fleet by 2045 everywhere feasible, and significantly earlier for certain market segments such as last mile delivery and drayage applications.
Similar to the ACCII, on April 28, 2023, CARB voted unanimously to adopt the Advanced Clean Fleet (“ACF”) regulations with the goal of achieving a zero-emission truck and bus fleet by 2045 everywhere feasible, and significantly earlier for certain market segments such as last mile delivery and drayage applications.
As a result of inflation, which may continue, we expect to continue to encounter higher increases in the cost of feedstocks, labor, materials, and other inputs necessary in the refining of crude oil and other feedstocks.
As a result of inflation, which may continue, including due to tariffs and other trade measures that may be imposed by the new U.S. presidential administration, we expect to potentially continue to encounter increases in the cost of feedstocks, labor, materials, and other inputs necessary in the refining of crude oil and other feedstocks.
Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law may discourage or delay a change in control. Our certificate of incorporation and bylaws contain provisions that could make it more difficult for stockholders to effect certain corporate actions.
Our certificate of incorporation and bylaws contain provisions that could make it more difficult for stockholders to effect certain corporate actions.
Existing laws and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase.
Existing laws and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase, which could displace an increasing volume of our refinery’s product pool, potentially resulting in lower earnings and profitability .
Furthermore, we rely on information systems across our respective operations, including the management of supply chain and various other processes and transactions.
Furthermore, we rely on information systems across our respective operations, including the management of supply chain and various other processes and transactions. As a result, a disruption on any information systems at our refineries or logistics assets, may cause disruptions to our collective operations.
In addition, the stock markets generally may experience significant volatility, often unrelated to the operating performance of the individual companies whose securities are publicly-traded. These and other factors may cause the market price of PBF Energy Class A common stock to decrease significantly, which in turn would adversely affect the value of your investment.
These and other factors may cause the market price of PBF Energy Class A common stock to decrease significantly, which in turn would adversely affect the value of your investment. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies.
As a result of market conditions, premiums and deductibles for certain of our insurance policies may increase substantially. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, coverage for hurricane damage can be limited, and coverage for terrorism risks can include broad exclusions.
We or SBR may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies may increase substantially. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage.
Our Toledo, Chalmette, Torrance and Martinez refineries receive a significant portion of their crude oil through our owned, as well as third-party, pipelines.
Our refineries are subject to interruptions of supply and distribution, including due to severe weather events, as a result of our reliance on pipelines and railroads for transportation of crude oil and refined products. Our Toledo, Chalmette, Torrance and Martinez refineries receive a significant portion of their crude oil through our owned, as well as third-party, pipelines.
In 2018, CARB amended the LCFS to require a 20% reduction by 2030. Compliance is achieved through blending lower carbon intensity biofuels into gasoline and diesel or by purchasing credits. Compliance with each of these programs is facilitated through a market-based credit system.
CARB also amended the LCFS in 2024, which requires a 30 percent reduction by 2030 and 90 percent reduction by 2045 in the carbon intensity of transportation fuels (compared to a 2010 baseline). Compliance is achieved through blending lower carbon intensity biofuels into gasoline and diesel or by purchasing credits.
These attacks may be perpetrated by state-sponsored groups, “hacktivists”, criminal organizations or private individuals (including employee malfeasance).
These attacks include, without limitation, malicious software, ransomware, attempts to gain unauthorized access to data, and other electronic security breaches. These attacks may be perpetrated by state-sponsored groups, “hacktivists”, criminal organizations or private individuals (including employee malfeasance).
In recent years, the stock market in general, and the market for energy companies in particular, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry.
This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. In addition, the stock markets generally may experience significant volatility, often unrelated to the operating performance of the individual companies whose securities are publicly-traded.
These provisions may deter a potential sale of our Company to a third-party and may otherwise make it less likely that a third-party would enter into a change of control transaction with us. Moreover, payments under the Tax Receivable Agreement will be based on the tax reporting positions that PBF Energy determines in accordance with the Tax Receivable Agreement.
As a result, our accelerated payment obligations and/or the assumptions adopted under the Tax Receivable Agreement in the case of a change of control may deter a potential sale of our Company to a third-party and may otherwise make it less likely that a third-party would enter into a change of control transaction with us or negatively impact the value received by owners of our Class A common stock in a change of control transaction.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeHe has created and maintained enterprise-level information security programs for our Company and other US and international companies in the refining industry.
Biggest changeHe previously served as the head of our Cybersecurity team. Our CIO has 28 years of experience in highly regulated industries managing information security in complex, matrixed environments. He has created and maintained enterprise-level information security programs for our Company and other US and international companies in the refining industry.
The CIO, along with the head of our Cybersecurity team, periodically reports, no less than quarterly, to our Board and our executive officers regarding the state of our cybersecurity risk management program, including information on the status of ongoing efforts to manage and mitigate cybersecurity risks, as well as recent cybersecurity trends and events and any updates to cybersecurity matters.
Our CIO, along with the head of our Cybersecurity team, periodically reports, no less than quarterly, to our Board and our executive officers regarding the state of our cybersecurity risk management program, including information on the status of ongoing efforts to manage and mitigate cybersecurity risks, as well as recent cybersecurity trends and events and any updates to cybersecurity matters.
ITEM 1C. CYBERSECURITY Cybersecurity risk management and strategy Our cybersecurity risk management program is managed by our Chief Information Officer (“CIO”) who reports to our Chief Financial Officer and provides regular updates to the Board.
ITEM 1C. CYBERSECURITY Cybersecurity risk management and strategy Our cybersecurity risk management program is managed by our current Chief Information Officer (“CIO”) who reports to our Chief Financial Officer and provides regular updates to the Board.
The incident response plan provides a documented framework for when and how the CIO informs and updates our Board, the executive officers and other internal parties and when external parties are notified or consulted about a cybersecurity threat and the status thereof. 53 We also utilize third-party cybersecurity vendors to assist us with various aspects of our cybersecurity risk management program.
The incident response plan provides a documented framework for when and how the CIO informs and updates our Board, the executive officers and other internal parties and when external parties are notified or consulted about a cybersecurity threat and the status thereof. 54 We also utilize third-party cybersecurity vendors to assist us with various aspects of our cybersecurity risk management program.
To date, there have been no significant risks from cybersecurity threats, including as a result of any significant cybersecurity breaches or attacks that have materially affected our business, results of operations or financial condition.
To date, there have been no significant threats, including as a result of any significant cybersecurity breaches or attacks, that have materially affected our business, results of operations or financial condition.
Risk Factors−Risks Relating to Our Business and Industry−A cyber-attack on, or other failure of, our technology infrastructure could affect our business and assets, and have a material adverse effect on our financial condition, results of operations and cash flows.” Cybersecurity governance Our CIO has 30 years of experience in highly regulated industries managing information security in complex, matrixed environments, seven of which are in his current role with the Company.
Risk Factors−Risks Relating to Our Business and Industry−A cyber-attack on, or other failure of, our technology infrastructure could affect our business and assets, and have a material adverse effect on our financial condition, results of operations and cash flows.” Cybersecurity governance Our CIO assumed his position effective June 1, 2024, following the retirement of his predecessor.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

17 edited+33 added−9 removed24 unchanged
Biggest changeOn January 17, 2024, the Court issued a scheduling order setting the class certification hearing for April 10, 2025. The parties are currently engaged in discovery. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. 57 On December 15, 2023, in Alena Cruz and Shannon Payne vs.
Biggest changeAt the February 5, 2025 joint status conference, the Piscitelli, Cruz, and Frye judges indicated that they will be issuing an order for the parties to meet and confer on common issues and discovery coordination. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
As the ultimate outcomes of the pending matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution, but any such amount is not expected to have a material impact on our financial position, results of operations, or cash flows, individually or in the aggregate. ITEM 4. MINE SAFETY DISCLOSURES None. 58 PART II
As the ultimate outcomes of the pending matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution, but any such amount is not expected to have a material impact on our financial position, results of operations, or cash flows, individually or in the aggregate. ITEM 4. MINE SAFETY DISCLOSURES None. 60 PART II
The complaint contains allegations of Clean Air Act violations, claims for medical and environmental monitoring, liability for ultrahazardous activities, negligence, and public and private nuisance from MRC’s operations.
The complaint contains allegations of Clean Air Act (“CAA”) violations, claims for medical and environmental monitoring, liability for ultrahazardous activities, negligence, and public and private nuisance from MRC’s operations.
PBF Energy Inc., et. al , we and our subsidiaries PBF Energy Western Region and MRC were named as defendants in a class action and representative action complaint filed by Alena Cruz and Shannon Payne, and on behalf of all others similarly situated.
On December 15, 2023, in Alena Cruz and Shannon Payne vs. PBF Energy Inc., et. al , we and our subsidiaries PBF Western Region and MRC were named as defendants in a class action and representative action complaint filed by Alena Cruz and Shannon Payne, and on behalf of all others similarly situated.
Based on the discussions and the information provided by MRC, the RWQCB proposed reducing the ACL assessment to approximately $4.5 million and noted that, for any settlement, 50% of the penalty could be in the form of an Enhanced Compliance Actions settlement (“ECA”), Supplemental Environmental Project (“SEP”), or a combination of the two.
Based on the discussions and the information provided by MRC, the RWQCB proposed reducing the ACL assessment to approximately $4.5 million and noted that for any settlement 50% of the penalty could be in the form of Enhanced Compliance Actions (“ECAs”), Supplemental Environmental Projects (“SEPs”), or a combination of the two.
On July 11, 2023 and October 6, 2023, the Martinez refinery experienced unintentional releases of petroleum coke dust and has received inquiries or notices of investigation from the BAAQMD, the California Department of Industrial Relations, Division of Occupational Safety and Health, the CCC, and the EPA. The BAAQMD has issued 35 NOVs relating to the spent catalyst incident to date.
On July 11, 2023 and October 6, 2023, the Martinez refinery experienced unintentional releases of petroleum coke dust and received inquiries or notices of investigation from the BAAQMD, the California Department of Industrial Relations, Division of Occupational Safety and Health (“CalOSHA”), the CCC, and the EPA.
On September 27, 2023, MRC received from the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) an Administrative Civil Liability (“ACL”) assessment in the amount of $13.8 million for allegedly: (1) exceeding its effluent limitations and discharging to the Carquinez Strait without authorization in October 2022, January 2023, and June 2023; and (2) failing to submit Climate Change Adaptation information.
We presently believe the outcomes will not have a material impact on our financial position, results of operations, or cash flows. 56 On September 27, 2023, MRC received from the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) an Administrative Civil Liability (“ACL”) assessment in the amount of $13.8 million for allegedly: (1) exceeding its effluent limitations and discharging to the Carquinez Strait without authorization in October 2022, January 2023, and June 2023; and (2) failing to submit Climate Change Adaptation information.
The CCC has issued two NOVs related to the spent catalyst incident. The BAAQMD also issued an NOV relating to the July 11, 2023 coke dust incident and an NOV relating to the October 6, 2023 coke dust incident.
The BAAQMD also issued an NOV relating to the July 11, 2023 coke dust incident and an NOV relating to the October 6, 2023 coke dust incident.
On December 21, 2023, Plaintiffs granted an extension until February 5, 2024 for MRC to respond to the initial complaint. On February 5, 2024, MRC filed a motion to dismiss on the pleadings. Plaintiffs’ opposition to the motion is due February 16, 2024. MRC’s reply to Plaintiffs’ opposition is due February 23, 2024.
On December 21, 2023, plaintiffs granted an extension until February 5, 2024 for MRC to respond to the initial complaint. On February 5, 2024, MRC filed a motion to dismiss on the pleadings. In response, on February 16, 2024, plaintiffs filed a First Amendment Complaint (the “Cruz FAC”).
We presently believe the settlement will not have a material impact on our financial position, results of operations, or cash flows. On August 16, 2023, in Joseph Piscitelli and Lara Zanzucchi v.
We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. On November 25, 2024, in Elizabeth Silvestri, et al. v.
On November 16, 2023, the CCC District Attorney and BAAQMD announced a joint civil enforcement action against us that will include enforcement of claims from the November 24, 2022 spent catalyst release, as well as additional enforcement claims. On December 15, 2023, the BAAQMD issued a NOV related to odors from flaring that occurred on the same date.
On November 16, 2023, the CCC District Attorney and the BAAQMD announced a joint civil enforcement action against MRC that will include enforcement of the BAAQMD’s, the CCC’s, and the DFG’s claims from the spent catalyst incident, as well as additional enforcement claims from various incidents.
The motion hearing date is currently scheduled for March 14, 2024. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. 58 On July 31, 2024, in Jennifer Frye, et al. v.
For the spent catalyst incident, the DFG, CCC, and the BAAQMD have referred their findings and/or NOVs issued to date to the CCC District Attorney.
The BAAQMD additionally issued an NOV relating to the December 15, 2023 flaring incident and four NOVs relating to the December 18, 2023 brush fire incident. The DFG, the CCC, and the BAAQMD have referred their findings and/or NOVs to the CCC District Attorney for the spent catalyst incident and various other incidents.
SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings will result in monetary sanctions of $300,000 or more.
SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, if a governmental authority is a party to such proceeding and such proceeding involves potential monetary sanctions, exclusive of interest and costs, that exceeds a specified threshold.
On January 19, 2024, MRC agreed to accept the reduced ACL, with 50% of the approximately $4.5 million dedicated to an ECA and SEP.
On January 19, 2024, MRC agreed to accept the reduced ACL, with 50% of the approximately $4.5 million dedicated to ECAs or SEPs. MRC subsequently agreed to fund only SEPs relating to marsh restoration, regional water quality monitoring, and water quality classroom education in the Martinez, California area.
On October 30, 2023, Plaintiff filed a notice of appeal to the Ninth Circuit regarding the Court’s order granting summary judgment. Plaintiff’s opening brief is due March 22, 2024 and our answering brief is due April 22, 2024.
On October 30, 2023, plaintiff filed a notice of appeal to the Ninth Circuit regarding the Court’s order granting summary judgment. The Court has granted plaintiff extensions of approximately 90 days to file his opening brief, which was filed on May 27, 2024. After being granted a similar 90-day extension, we filed our answering brief on September 25, 2024.
Once the parties finalize the settlement agreement and stipulation for entry of administrative civil liability order, it will be presented to the RWQCB’s Board for final approval. 55 On February 17, 2017, in Arnold Goldstein, et al. v.
The parties finalized the settlement agreement and stipulation for entry of the ACL order and on December 9, 2024, the settlement agreement and stipulation for entry of the ACL order was signed by the RWQCB’s Executive Officer. MRC has paid the penalty and funded the SEPs. On February 17, 2017, in Arnold Goldstein, et al. v.
Removed
On December 18, 2023, the BAAQMD issued four NOVs related to a fire incident that occurred on December 17, 2023. For both the spent catalyst, coke dust, flaring and fire incidents, no penalties have been assessed but it is reasonable to expect that, individually or in the aggregate, the amount of such penalties may exceed $300,000.
Added
We use a threshold of $1 million for such determination because we believe that such threshold is reasonably designed to result in disclosure of any such proceeding that is material to the business or financial condition.
Removed
We presently believe the outcome of this litigation will not have a material impact on our financial position, results of operations, or cash flows. 56 On September 7, 2021, MRC filed a Verified Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief against the BAAQMD requesting the Court to declare as invalid, unenforceable, and ultra vires the BAAMQD’s July 21, 2021, adoption of amendments to Rule 6-5 Amendment.
Added
To date, the BAAQMD has issued 35 NOVs, the CCC has issued two NOVs, and the DFG has made findings relating to the spent catalyst incident.
Removed
MRC is also seeking a writ of mandate ordering the BAAQMD to vacate and rescind the adoption of the Rule 6-5 Amendment, as well as appropriate declaratory relief, injunctive relief, and reasonable costs incurred by MRC to bring this Petition/Complaint.
Added
On December 15, 2023, the Martinez refinery experienced an unexpected flaring incident, and subsequently on December 18, 2023 a brush fire incident, and has received inquiries or notices of investigation from the BAAQMD, CalOSHA, and the CCC.
Removed
In the Petition/Complaint MRC alleges that: its feasible alternative Particulate Matter (“PM”) reduction proposal, which would achieve significant PM reductions while avoiding the significant costs and environmental impacts of the BAAQMD’s adopted PM limit, was improperly removed from consideration and not presented to the BAAQMD Board when the Rule 6-5 Amendment was adopted with the current PM standard; when adopting the Rule 6-5 Amendment, the BAAQMD flagrantly ignored numerous mandatory requirements of the California Environmental Quality Act (“CEQA”) and the California Health and Safety Code; the BAAQMD’s adoption of the Rule 6-5 Amendment also violated California common law; and these failings render the Rule 6-5 Amendment ultra vires, illegal, and unenforceable.
Added
For the spent catalyst, coke dust, flaring, brush fire, and other incidents, no penalties have been assessed to date by the various agencies but there have been settlement communications with the CCC District Attorney and the BAAQMD.
Removed
We held mandatory settlement conferences with the BAAQMD on October 27, 2021 and December 15, 2021. On December 9, 2022, MRC filed a Motion to Augment/Correct the Administrative Record regarding various documents that the BAAQMD is currently withholding and do not plan to include in the administrative record.
Added
Plaintiff filed his reply brief on January 21, 2025. The Ninth Circuit has set oral argument on plaintiff’s appeal for March 25, 2025. We presently believe the outcome of this litigation will not have a material impact on our financial position, results of operations, or cash flows. 57 On August 16, 2023, in Joseph Piscitelli and Lara Zanzucchi v.
Removed
On February 2, 2023, although the Court partially denied our motion concerning documents where the BAAQMD asserted the attorney client privilege, the Court held that CEQA places a heavy burden on the BAAQMD in justifying withholding documents based on the deliberative privilege.
Added
On January 17, 2024, the Court issued a scheduling order setting the class certification hearing for April 10, 2025. On April 4, 2024, the Court granted plaintiffs’ motion for leave to file a First Amendment Complaint (the “Piscitelli FAC”) to add plaintiff Malan and dismiss plaintiff Zanzucchi, which plaintiffs filed on April 10, 2024.
Removed
At the Court’s request, the parties agreed to a process whereby they jointly identified approximately 50 of the withheld/redacted documents for the Court to review. The Court ruled on those documents on February 22, 2023, ordering full disclosure of two types of documents related to the BAAQMD’s cost-estimates for the rule.
Added
On the same day, the Court granted plaintiffs’ motion. MRC filed its answer to the Piscitelli FAC on April 23, 2024. On May 3, 2024, the Court denied MRC’s motion to relate this case and the Cruz case (discussed below). On June 17, 2024, the Court granted plaintiffs’ motion to dismiss plaintiff Piscitelli.
Removed
In compliance with the Court’s order, in March 2023, the BAAQMD produced additional or less-redacted versions of previously produced documents. On May 26, 2023, MRC filed its opening brief. The BAAQMD’s opposition brief was filed on July 21, 2023. MRC filed its reply brief on August 18, 2023.
Added
On December 20, 2024, plaintiffs’ filed their motion for class certification. MRC’s opposition is due February 14, 2025. Plaintiffs’ reply is due February 21, 2025, and the motion hearing is scheduled for April 10, 2025.
Removed
The bench trial scheduled for December 21, 2023, was rescheduled to February 29, 2024. On February 12, 2024, the parties entered a settlement agreement pursuant to which MRC is dismissing its Petition/Complaint and the BAAQMD has approved MRC’s AEMS, to be validated within the first year after the effective date of the rule.
Added
On February 29, 2024, MRC filed a motion to dismiss the Cruz FAC on the pleadings. Plaintiffs’ opposition was filed on March 14, 2024. MRC filed its reply to plaintiffs’ opposition on March 21, 2024.
Added
At the motion hearing on April 4, 2024, the Court granted MRC’s request to dismiss all wrongly named PBF entities and plaintiffs’ CAA and Medical Monitoring causes of action. At the following Status Conference on April 4, 2024, the Court agreed that the Cruz and Piscitelli cases should now be related.
Added
The Court ordered the Cruz and Piscitelli plaintiffs to meet and confer on a joint discovery schedule and report back to the Court by the end of April 2024. On May 3, 2024, the Piscitelli Court denied MRC’s motion to relate this case and the Piscitelli case (discussed above).
Added
On May 17, 2024, MRC filed its answer to the Cruz FAC. On June 5, 2024, the Court stayed the case, pending the outcome of the class property damage claim in the Piscitelli case.
Added
On January 22, 2025, the Court denied the motion to relate this case, Frye, Saliba, Silvestri, and Manning cases filed by the Frye, Saliba, Silvestri, and Manning plaintiffs. The motion was referred to the Frye Court to determine if the Frye, Saliba, Silvestri, and Manning cases are related.
Added
On January 23, 2025, the Court issued an order setting a joint status conference for February 5, 2025 before the Piscitelli, Cruz, and Frye Judges. At the February 5, 2025 joint status conference, the Piscitelli, Cruz, and Frye judges indicated that they will be issuing an order for the parties to meet and confer on common issues and discovery coordination.
Added
Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 18 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities. On October 7, 2024, MRC filed a motion to dismiss the complaint.
Added
Also on October 7, 2024, plaintiffs filed a motion to relate the Frye case to the Piscitelli and Cruz cases. The Piscitelli Court subsequently denied the motion to relate the three cases. The motion to relate is currently pending with the Cruz Court.
Added
Plaintiffs’ opposition brief to MRC’s motion to dismiss was filed on November 11, 2024, and MRC filed its reply brief on November 22, 2024. The motion hearing scheduled for December 10, 2024 was vacated by the Court. On December 17, 2024, the Court issued its ruling partially dismissing some of plaintiffs’ claims.
Added
On January 3, 2025, Plaintiffs filed a First Amended Complaint (the “Frye FAC”). On January 17, 2025, MRC filed its answer to the Frye FAC.
Added
On January 22, 2025, the Cruz Court denied the motion to relate this case, Saliba, Silvestri, and Manning to the Cruz case and referred the matter to this Court to determine if this case, and the Saliba, Silvestri, and Manning cases are related.
Added
On January 23, 2025, the Court issued an order setting a joint status conference for February 5, 2025 before the Piscitelli, Cruz, and Frye Judges. On January 31, 2025, this Court denied the motion to relate. The motion is now referred to the Saliba Court to determine if the Saliba, Silvestri, and Manning cases are related.
Added
At the February 5, 2025 joint status conference, the Piscitelli, Cruz, and Frye judges indicated that they will be issuing an order for the parties to meet and confer on common issues and discovery coordination. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
Added
On November 22, 2024, in Alice Saliba, et al. v. Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 285 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities.
Added
The plaintiffs are represented by the same law firm representing the Frye, Silvestri, and Manning plaintiffs. On December 9, 2024, plaintiffs’ filed a motion to relate this case to the Frye, Silvestri, Manning, and Cruz cases. On January 22, 2025, the Cruz Court denied the motion to relate and it was referred to the Frye Court.
Added
On January 31, 2025, the Frye Court denied the motion to relate. The motion is now referred to this Court to determine if this case and the Silvestri and Manning cases are related. MRC’s answer to the complaint is currently due February 14, 2025.
Added
Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 195 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities. The plaintiffs are represented by the same law firm representing the Frye, Saliba, and Manning plaintiffs.
Added
On December 9, 2024, plaintiffs’ filed a motion to relate this case to the Frye, Silba, Manning, and Cruz cases. On January 22, 2025, the Cruz Court denied the motion to relate and it was referred to the Frye Court. On January 31, 2025, the Frye Court denied the motion to relate.
Added
The motion is now referred to the Saliba Court to determine if this case and the Saliba and Manning cases are related. MRC’s answer to the complaint is currently due February 14, 2025. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
Added
On November 25, 2024, in Robert Manning, et al. v. Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 204 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities.
Added
The plaintiffs are represented by the same law firm representing the Frye, Saliba, and Silvestri plaintiffs. On December 9, 2024, plaintiffs’ filed a motion to relate this case to the Frye, Saliba, Silvestri, and Cruz cases. On January 22, 2025, the Cruz Court denied the motion to relate and it was referred to the Frye Court.
Added
On January 31, 2025, the Frye Court denied the motion to relate. The motion is now referred to the Saliba Court to determine if this case and the Saliba and Silvestri cases are related. MRC’s answer to the complaint is currently due February 14, 2025.
Added
We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. 59 On December 21, 2023, EPA Region 5 issued a Finding of Violation (“FOV”) alleging violations of the CAA, 42 U.S.C. §§ 7411, 7412, and regulations promulgated under those sections, of the National Emission Standard for Benzene Waste Operations at 40 C.F.R.
Added
Part 61, Subpart FF, of the New Source Performance Standards for Volatile Organic Compounds from Petroleum Wastewater Systems at 40 C.F.R. Part 60, Subpart QQQ, and of our CAA Title V operating permit for the Wastewater Treatment Unit at our Toledo refinery. This FOV followed an EPA compliance inspection at the Toledo refinery conducted in September 2023.
Added
We have recently been engaged in discussions with EPA to resolve these matters, but we cannot currently estimate the timing of the resolution or the amount of any potential civil penalties. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added−2 removed7 unchanged
Biggest changeThe graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends), was $100 on 12/31/2018 and tracks it through 12/31/2023. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 PBF Energy Class A common stock $ 100.00 $ 100.17 $ 22.94 $ 41.91 $ 132.35 $ 145.54 S&P 500 100.00 131.49 155.68 200.37 164.08 207.21 Peer Group 100.00 121.13 79.53 106.66 183.36 224.04 60 Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for PBF Energy Class A Common Stock In the fourth quarter of 2023, 53,009 PBF LLC Series A Units were exchanged for 53,009 shares of PBF Energy Class A common stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act.
Biggest changeThe graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2019 and tracks it through 12/31/2024. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 PBF Energy Class A common stock $ 100.00 $ 22.91 $ 41.84 $ 132.13 $ 145.30 $ 90.10 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Peer Group 100.00 65.66 88.06 151.38 184.97 168.71 62 Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for PBF Energy Class A Common Stock In the fourth quarter of 2024, there were no exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act.
The declaration, amount and payment of any future dividends on shares of PBF Energy Class A common stock will be at the sole discretion of PBF Energy’s Board of Directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members). 59 Stock Performance Graph In accordance with SEC rules, the information contained in the Stock Performance Graph below shall not be deemed to be “soliciting material,” or to be “filed” with the SEC, or subject to the SEC’s Regulation 14A or 14C, other than as provided under Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended.
The declaration, amount and payment of any future dividends on shares of PBF Energy Class A common stock will be at the sole discretion of PBF Energy’s Board of Directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members). 61 Stock Performance Graph In accordance with SEC rules, the information contained in the Stock Performance Graph below shall not be deemed to be “soliciting material,” or to be “filed” with the SEC, or subject to the SEC’s Regulation 14A or 14C, other than as provided under Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended.
The graph below matches the cumulative 5-year total return of holders of PBF Energy Inc.'s common stock with the cumulative total returns of the S&P 500 index and a customized peer group of six companies that includes: Delek US Holdings, Inc., HF Sinclair Corporation, Marathon Petroleum Corp, Phillips 66, CVR Energy, Inc. and Valero Energy Corporation.
The graph below matches the cumulative 5-year total return of holders of PBF Energy, Inc.'s common stock with the cumulative total returns of the S&P 500 index and a customized peer group of six companies that includes: Delek US Holdings Inc, HF Sinclair Corporation, Marathon Petroleum Corporation, Phillips 66, CVR Energy, Inc. and Valero Energy Corporation.
Dividend and Distribution Policy Subject to the following paragraphs, PBF Energy currently intends to continue to pay quarterly cash dividends of approximately $0.25 per share on its Class A common stock. PBF Energy is a holding company and has no material assets other than its ownership interests of PBF LLC.
Dividend and Distribution Policy Subject to the following paragraphs, PBF Energy currently intends to continue to pay quarterly cash dividends of approximately $0.275 per share on its Class A common stock. PBF Energy is a holding company and has no material assets other than its ownership interests of PBF LLC.
We were not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice. ITEM 6. [RESERVED] 61
We were not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice. ITEM 6. [RESERVED] 63
(2) Average price per share excludes transaction commissions. (3) On December 12, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of PBF Energy’s Class A common stock (as amended from time to time, the "Repurchase Program").
(2) Average price per share excludes transaction commissions. (3) On December 12, 2022, our Board of Directors authorized the repurchase of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”).
As of February 9, 2024 there were 283 holders of record of PBF Energy Class A common stock and 12 holders of record of PBF Energy Class B common stock.
As of February 7, 2025, there were 280 holders of record of PBF Energy Class A common stock and 12 holders of record of PBF Energy Class B common stock.
PBF Holding made $1,582.8 million in distributions to PBF LLC during the year ended December 31, 2023. In addition, during the year ended December 31, 2023 PBF LLC used $106.6 million to make non-tax distributions to its members, of which $105.8 million was distributed to PBF Energy and the balance was distributed to PBF LLC’s other members.
PBF Holding made $551.0 million in distributions to PBF LLC during the year ended December 31, 2024. In addition, during the year ended December 31, 2024 PBF LLC used $119.9 million to make non-tax distributions to its members, of which $119.0 million was distributed to PBF Energy and the balance was distributed to PBF LLC’s other members.
PBF Energy used this $105.8 million to pay cash dividends of $0.20 per share of its Class A common stock on March 16, 2023, May 31, 2023 and August 31, 2023, and cash dividends of $0.25 per share on November 30, 2023.
PBF Energy used this $119.0 million to pay cash dividends of $0.25 per share of its Class A common stock on March 14, 2024, May 30, 2024 and August 29, 2024, and cash dividends of $0.275 per share on November 27, 2024.
Share Repurchase Program The following table summarizes PBF Energy’s Class A common stock share repurchase activity during the fourth quarter of 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plan (3) Approximately Dollar Value of Shares that May Yet Be Purchased Under Plan (in millions) October 1-31, 2023 993,619 $ 47.50 993,619 $ 413.7 November 1-30, 2023 856,822 $ 44.73 856,822 $ 375.4 December 1-31, 2023 1,485,576 $ 43.26 1,485,576 $ 311.1 Total 3,336,017 $ 44.90 3,336,017 $ 311.1 (1) The shares purchased include only those shares that have settled as of the period end date.
Share Repurchase Program The following table summarizes PBF Energy’s Class A common stock share repurchase activity during the fourth quarter of 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plan (3) Approximately Dollar Value of Shares that May Yet Be Purchased Under Plan (in millions) October 1-31, 2024 — $ — — $ 761.0 November 1-30, 2024 — $ — — $ 761.0 December 1-31, 2024 1,000,000 $ 28.96 1,000,000 $ 732.0 Total 1,000,000 $ 28.96 1,000,000 $ 732.0 (1) The shares purchased include only those shares that have settled as of the period end date.
We received no other consideration in connection with any exchanges. No exchanges were made by any of our directors or current executive officers.
No exchanges were made by any of our directors or current executive officers.
Removed
On May 3, 2023, our Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $500.0 million to $1.0 billion and extended the program expiration date to December 2025.
Added
As further approved on February 13, 2024, the Repurchase Program currently allows for repurchases of up to $1.75 billion and has a program expiration date of December 2025.
Removed
On February 13, 2024, our Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $1.0 billion to $1.75 billion.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

139 edited+21 added−43 removed156 unchanged
Biggest changeOur operating cash flows for the year ended December 31, 2021 included our net income of $315.5 million, depreciation and amortization of $483.8 million, net changes in operating assets and liabilities reflected cash proceeds of $268.6 million primarily driven by accrued expenses due to an increase in renewable energy credit and emissions obligations, as a result of an increase in our unfunded RIN’s obligations as of December 31, 2021, pension and other post-retirement benefits costs of $50.8 million, change in the Tax Receivable Agreement liability of $48.3 million, stock-based compensation of $35.6 million, change in the fair value of contingent consideration of $32.4 million, and deferred income taxes of $11.7 million, partially offset by net benefit of $669.6 million related to an LCM inventory adjustment, gain on extinguishment of debt related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $79.9 million, change in the fair value of our catalyst obligations of $8.5 million, net non-cash charges related to the change in the fair value of our inventory repurchase obligations of $8.4 million, and gain on sale of assets of $3.0 million.
Biggest changeOur operating cash flows for the year ended December 31, 2024 included depreciation and amortization of $643.0 million, pension and other post-retirement benefit costs of $51.9 million, loss from equity method investment of $47.4 million, stock-based compensation of $44.3 million, loss on formation of the SBR equity method investment of $8.7 million, and loss on sale of assets of $0.4 million, partially offset by our net loss of $540.2 million, deferred income taxes of $239.2 million, and a net change in the fair value of the Martinez Contingent Consideration of $3.3 million.
These products are priced at a significant discount to RBOB and ULSD. • the Paulsboro refinery produces Group I lubricants, which carry a premium sales price to RBOB and ULSD, and the black oil is sold as asphalt, which may be sold at a premium or discount to Dated Brent based on the market. Toledo Refinery.
These products are priced at a significant discount to RBOB and ULSD; and • the Paulsboro refinery produces Group I lubricants, which carry a premium sales price to RBOB and ULSD, and the black oil is sold as asphalt, which may be sold at a premium or discount to Dated Brent based on the market. Toledo Refinery.
Our operating cash flows for the year ended December 31, 2023 included our net income of $2,162.0 million, depreciation and amortization of $591.6 million, deferred income taxes of $537.0 million, stock-based compensation of $51.5 million, pension and other post-retirement benefit costs of $47.9 million, loss from equity method investment of $45.3 million and loss on extinguishment of debt primarily related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility of $5.7 million, partially offset by a gain on formation of the SBR equity method investment of $925.1 million, net change in the fair value of the Martinez Contingent Consideration of $45.8 million, change in the Tax Receivable Agreement liability of $2.0 million, gain on sale of assets of $1.3 million, and a change in the fair value of our catalyst obligations of $1.1 million.
Our operating cash flows for the year ended December 31, 2023 included our net income of $2,162.0 million, depreciation and amortization of $591.6 million, deferred income taxes of $537.0 million, stock-based compensation of $51.5 million, pension and other post-retirement benefit costs of $47.9 million, loss from equity method investment of $45.3 million and loss on extinguishment of debt primarily related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility of $5.7 million, partially offset by a gain on formation of the SBR equity method investment of $925.1 million, net change in the fair value of the Martinez Contingent Consideration of $45.8 million, change in the Tax Receivable Agreement liability of $2.0 million, gain on sale of assets of $1.3 million, and changes in the fair value of our catalyst obligations of $1.1 million.
Merger Transaction On November 30, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC, PBFX, and PBF Logistics GP LLC closed on a definitive agreement (the “Merger Agreement”) pursuant to which PBF Energy and PBF LLC acquired all of the publicly held common units in PBFX representing limited partner interests in the master limited partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates (the “Merger Transaction”).
Merger Transaction On November 30, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC, PBFX, and PBFX GP closed on a definitive agreement (the “Merger Agreement”) pursuant to which PBF Energy and PBF LLC acquired all of the publicly held common units in PBFX representing limited partner interests in the master limited partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates (the “Merger Transaction”).
The net cash flows used in investing activities for the year ended December 31, 2023 was comprised of capital expenditures totaling $659.6 million, expenditures for refinery turnarounds of $473.5 million, expenditures for other assets of $40.5 million and contributions to our equity method investee of $15.4 million, partially offset by return of capital from our equity method investee of $846.0 million and proceeds from the sale of assets of $4.4 million.
Net cash used in investing activities for the year ended December 31, 2023 was comprised of capital expenditures totaling $659.6 million, expenditures for refinery turnarounds of $473.5 million, expenditures for other assets of $40.5 million, contributions to our equity method investee of $15.4 million, partially offset by return of capital from our equity method investee of $846.0 million and proceeds from the sale of assets of $4.4 million.
Based on this reconfiguration and subsequent restart of several processing units, our East Coast throughput capacity currently approximates 335,000 barrels per day. 67 Tax Receivable Agreement In connection with our IPO, we entered into a Tax Receivable Agreement pursuant to which we are required to pay the members of PBF LLC or their permitted assignees, who exchange their units for PBF Energy Class A common stock or whose units PBF Energy purchases, approximately 85% of the cash savings in income taxes that we realize as a result of the increase in the tax basis of our interest in PBF LLC, including tax benefits attributable to payments made under the Tax Receivable Agreement.
Based on this reconfiguration and subsequent restart of several processing units, our East Coast throughput capacity currently approximates 335,000 barrels per day. 69 Tax Receivable Agreement In connection with our IPO, we entered into a Tax Receivable Agreement pursuant to which we are required to pay the members of PBF LLC or their permitted assignees, who exchange their units for PBF Energy Class A common stock or whose units PBF Energy purchases, approximately 85% of the cash savings in income taxes that we realize as a result of the increase in the tax basis of our interest in PBF LLC, including tax benefits attributable to payments made under the Tax Receivable Agreement.
We believe both gross refining margin and gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation.
We believe both gross refining margin and gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refining operating expenses and depreciation.
Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP. 80 Adjusted Fully-Converted Net Income and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflect an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock.
Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP. 82 Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflect an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock.
Our assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used. 99 Income Taxes and Tax Receivable Agreement As a result of PBF Energy’s acquisition of PBF LLC Series A Units or exchanges of PBF LLC Series A Units for PBF Energy Class A common stock, it expects to benefit from amortization and other tax deductions reflecting the step up in tax basis in the acquired assets.
Our assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used. 98 Income Taxes and Tax Receivable Agreement As a result of PBF Energy’s acquisition of PBF LLC Series A Units or exchanges of PBF LLC Series A Units for PBF Energy Class A common stock, it expects to benefit from amortization and other tax deductions reflecting the step up in tax basis in the acquired assets.
Income tax expense— PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax.
Income tax (benefit) expense— PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax.
PBFX operates certain logistical assets such as crude oil and refined products terminals, pipelines, and storage facilities, which represent the Logistics segment. 64 Factors Affecting Comparability Our results over the past three years have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.
PBFX operates certain logistical assets such as crude oil and refined products terminals, pipelines, and storage facilities, which represent the Logistics segment. 66 Factors Affecting Comparability Our results over the past three years have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.
Our Martinez refinery has a product slate of approximately 57% gasoline and 31% distillate with the remaining portion of the product slate comprised of lower-value products (4% black oil petroleum coke, 4% LPG and 4% other). For this reason, we believe the ANS (West Coast) 3-2-1 is an appropriate benchmark industry refining margin.
Our Martinez refinery has a product slate of approximately 58% gasoline and 31% distillate with the remaining portion of the product slate comprised of lower-value products (4% LPG, 3% black oil petroleum coke and 4% other). For this reason, we believe the ANS (West Coast) 3-2-1 is an appropriate benchmark industry refining margin.
We define light crude oil as crude oil with an API gravity higher than 35 degrees. 74 The table below summarizes certain market indicators relating to our operating results as reported by Platts, a division of The McGraw-Hill Companies. Effective RIN basket price is recalculated based on information as reported by Argus.
We define light crude oil as crude oil with an API gravity higher than 35 degrees. 76 The table below summarizes certain market indicators relating to our operating results as reported by Platts, a division of The McGraw-Hill Companies. Effective RIN basket price is recalculated based on information as reported by Argus.
These periodic adjustments to the Tax Receivable Agreement liability, if any, are recorded in general and administrative expense and may result in adjustments to our income tax expense and deferred tax assets and liabilities. 100 Recent Accounting Pronouncements Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.
These periodic adjustments to the Tax Receivable Agreement liability, if any, are recorded in general and administrative expense and may result in adjustments to our income tax expense and deferred tax assets and liabilities. 99 Recent Accounting Pronouncements Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.
The remaining throughput consists of heavy crude oils and other feedstocks and blendstocks; and • as a result of the heavy, sour crude slate processed at Chalmette, we produce lower-value products including sulfur and petroleum coke. These products are priced at a significant discount to 87 conventional gasoline and ULSD. 71 Torrance Refinery.
The remaining throughput consists of heavy crude oils and other feedstocks and blendstocks; and • as a result of the heavy, sour crude slate processed at Chalmette, we produce lower-value products including sulfur and petroleum coke. These products are priced at a significant discount to 87 conventional gasoline and ULSD. 73 Torrance Refinery.
PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3% on a weighted-average basis for both the year ended December 31, 2023 and 2022.
PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3% on a weighted-average basis for both the year ended December 31, 2024 and 2023.
We continually monitor our market risk exposure for market developments that could introduce significant volatility in the financial markets. 69 Other Factors We currently source our crude oil for our refineries on a global basis through a combination of market purchases and short-term purchase contracts, and through our crude oil supply agreements.
We continually monitor our market risk exposure for market developments that could introduce significant volatility in the financial markets. 71 Other Factors We currently source our crude oil for our refineries on a global basis through a combination of market purchases and short-term purchase contracts, and through our crude oil supply agreements.
However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. As of December 31, 2023, we are in compliance with all covenants, including financial covenants, in all our debt agreements.
However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. As of December 31, 2024, we are in compliance with all covenants, including financial covenants, in all our debt agreements.
PBF Energy’s Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis).
PBF Energy’s Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis).
Our total throughput costs have historically priced at a discount to Dated Brent; and 70 • as a result of the heavy, sour crude slate processed at our East Coast Refining System, we produce lower value products including sulfur, carbon dioxide and petroleum coke.
Our total throughput costs have historically priced at a discount to Dated Brent; 72 • as a result of the heavy, sour crude slate processed at our East Coast Refining System, we produce lower value products including sulfur, carbon dioxide and petroleum coke.
General and administrative costs are comprised of personnel, facilities and other infrastructure costs necessary to support our refineries and related logistics assets.
General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.
Refer to “Note 11 - Commitments and Contingencies” and “Note 18 - Income Taxes” of our Notes to the Consolidated Financial statements for further discussion of the Tax Receivable Agreement. The short-term portion of our Tax Receivable Agreement obligation at December 31, 2023 was paid in January 2024.
Refer to “Note 11 - Commitments and Contingencies” and “Note 18 - Income Taxes” of our Notes to the Consolidated Financial statements for further discussion of the Tax Receivable Agreement. The short-term portion of our Tax Receivable Agreement obligation at December 31, 2024 was paid in January 2025.
Discussions of results for the year ended December 31, 2021 and comparisons of the results for the years ended December 31, 2022 and 2021 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's annual report on Form 10-K for the year ended December 31, 2022.
Discussions of results for the year ended December 31, 2022 and comparisons of the results for the years ended December 31, 2023 and 2022 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's annual report on Form 10-K for the year ended December 31, 2023.
For the year ended December 31, 2022, net cash used in financing activities consisted of the redemption of the 2025 Senior Secured Notes of $1,307.4 million, net repayments on the Revolving Credit Facility of $900.0 million, the purchase of PBFX publicly held shares in connection with the Merger Transaction of $303.7 million, share repurchases of PBF Energy’s Class A common stock of $156.4 million, net repayments on the PBFX Revolving Credit Facility of $100.0 million, dividends and distributions of $73.6 million, settlements of precious metal catalyst obligations of $56.2 million, deferred financing costs and other costs of $31.3 million, $25.9 million related to the repurchase of the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, payments on finance leases of $11.3 million, and PBFX Contingent Consideration payments of $3.1 million, partially offset by transactions made in connection with stock-based compensation plans of $67.8 million, and proceeds from insurance premium financing of $2.1 million. 92 Net cash used in financing activities was $2,899.0 million for the year ended December 31, 2022 compared to net cash used in financing activities of $356.8 million for the year ended December 31, 2021.
For the year ended December 31, 2022, net cash used in financing activities consisted of the redemption of the 2025 Senior Secured Notes of $1,307.4 million, net repayments on the Revolving Credit Facility of $900.0 million, the purchase of PBFX publicly held shares in connection with the Merger Transaction of $303.7 million, share repurchases of PBF Energy’s Class A common stock of $156.4 million, net repayments on the PBFX Revolving Credit Facility of $100.0 million, dividends and distributions of $73.6 million, settlements of precious metal catalyst obligations of $56.2 million, deferred financing costs and other costs of $31.3 million, $25.9 million related to the repurchase of the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, payments on finance leases of $11.3 million, and PBFX Contingent Consideration payments of $3.1 million, partially offset by transactions made in connection with stock-based compensation plans of $67.8 million, and proceeds from insurance premium financing of $2.1 million.
In addition, the effect of changes in crude oil prices on our operating results is influenced by how the prices of refined products adjust to reflect such changes. 68 Crude oil and other feedstock costs and the prices of refined products have historically been subject to wide fluctuation.
In addition, the effect of changes in crude oil prices on our operating results is influenced by how the prices of refined products adjust to reflect such changes. 70 Crude oil and other feedstock costs and the prices of refined products have historically been subject to wide fluctuation.
Some of the factors that we believe could affect our results include: • supply, demand, prices and other market conditions for our products or crude oil, including volatility in commodity prices or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities; • rate of inflation and its impacts on supply and demand, pricing, and supply chain disruption; • the effects related to, or resulting from, geopolitical conflict around the world, including Russia's military action in Ukraine, the outbreak of armed hostilities in the middle east and disruptions in international shipping resulting from recent attacks by armed groups on cargo ships in the Red Sea, including the imposition of additional sanctions and export controls, the potential expansion of such conflicts to other nations or regions, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment; 62 • the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments; • our obligation to buy RINs and market risks related to the volatility in the price of RINs required to comply with the RFS and GHG emission credits required to comply with various GHG emission programs, such as AB 32; • our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow; • our expectations with respect to our capital spending and turnaround projects; • the impact of current and future laws, rulings and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition and public policy in opposition to recent refining industry profits; • adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities; • our ability to manage our costs and expenses; • political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining and processing of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32, or from actions taken by environmental interest groups; • the risk of cyber-attacks; • our increased dependence on technology; • the effects of competition in our markets; • the possibility that we might reduce or not pay dividends in the future; • the inability of our subsidiaries to freely make distributions to us; • our ability to make acquisitions or investments, including in renewable diesel production, and to realize the benefits from such acquisitions or investments; • our ability to successfully manage the operations of SBR, which owns the Renewable Diesel Facility, together with our partner, Eni; • liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations; • our expectations and timing with respect to our acquisition and investment activity and whether such acquisitions and investments are accretive or dilutive to shareholders; • adverse developments in our relationship with both our key employees and unionized employees; • o ur indebtedness, including the impact of potential downgrades to our corporate credit rating and/or unsecured notes; • changes in currency exchange rates, interest rates and capital costs; 63 • restrictive covenants in our indebtedness that may adversely affect our operational flexibility; • counterparty credit and performance risk exposure related to our supply and inventory intermediation arrangements, if any; • payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units, or their permitted assignees, under PBF Energy’s Tax Receivable Agreement for certain tax benefits we may claim; • our assumptions regarding payments arising under PBF Energy’s Tax Receivable Agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income; and • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, or with third-party logistics infrastructure or operations, including pipeline, marine and rail transportation.
Some of the factors that we believe could affect our results include: • supply, demand, prices and other market conditions for our products or crude oil, including volatility in commodity prices or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities; • rate of inflation, including increases due to tariffs and other trade measures that may be proposed by the new presidential administration, and its impact on supply and demand, pricing, and supply chain disruption; • the effects related to, or resulting from, geopolitical conflict around the world, including Russia's military action in Ukraine, armed hostilities in the middle east and disruptions in international shipping, resulting from attacks by armed groups on cargo ships, including the imposition of additional sanctions and export controls, the potential expansion of such conflicts to other nations or regions, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment; 64 • the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments; • our obligation to buy RINs and market risks related to the volatility in the price of RINs required to comply with the RFS and GHG emission credits required to comply with various GHG emission programs, such as AB 32; • our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow; • our expectations with respect to our capital spending and turnaround projects; • the impact of current and future laws, rulings and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition and public policy in opposition to recent refining industry profits; • adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities; • our ability to manage our costs and expenses; • political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining, processing and storage of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32 and/or ABx 2-1, or from actions taken by environmental interest groups; • the risk of cyber-attacks; • our increased dependence on technology; • the effects of competition in our markets; • the possibility that we might reduce or not pay dividends in the future; • the inability of our subsidiaries to freely make distributions to us; • our ability to make acquisitions or investments, including in renewable diesel production, and to realize the benefits from such acquisitions or investments; • our ability to successfully manage the operations of SBR, which owns the Renewable Diesel Facility, together with our partner, Eni; • liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations; • our expectations and timing with respect to our acquisition and investment activity and whether such acquisitions and investments are accretive or dilutive to shareholders; • adverse developments in our relationship with both our key employees and unionized employees; • o ur indebtedness, including the impact of potential downgrades to our corporate credit rating and/or unsecured notes; • changes in currency exchange rates, interest rates and capital costs; 65 • restrictive covenants in our indebtedness that may adversely affect our operational flexibility; • counterparty credit and performance risk exposure related to our supply and inventory intermediation arrangements, if any; • payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units, or their permitted assignees, under PBF Energy’s Tax Receivable Agreement for certain tax benefits we may claim; • our assumptions regarding payments arising under PBF Energy’s Tax Receivable Agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income; and • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, or with third-party logistics infrastructure or operations, including pipeline, marine and rail transportation.
(f) Tax Receivable Agreement obligation The table reflects PBF Energy’s estimated timing of payments under the Tax Receivable Agreement, assuming that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement as of December 31, 2023.
(f) Tax Receivable Agreement obligation The table reflects PBF Energy’s estimated timing of payments under the Tax Receivable Agreement, assuming that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement as of December 31, 2024.
Material Cash Requirements Our material cash requirements include the following known contractual and other obligations as of December 31, 2023 that are expected to be paid within the next year and thereafter (in millions). The table below does not include any intercompany contractual obligations with PBFX as our related party transactions are eliminated upon consolidation of our financial statements.
Material Cash Requirements Our material cash requirements include the following known contractual and other obligations as of December 31, 2024 that are expected to be paid within the next year and thereafter (in millions). The table below does not include any intercompany contractual obligations with PBFX as these related party transactions are eliminated upon consolidation of our financial statements.
For the year ended December 31, 2023, net cash used in financing activities consisted of the redemption of our 2025 Senior Notes of $666.2 million, share repurchases of PBF Energy’s Class A common stock of $532.5 million, redemption of the PBFX 2023 Senior Notes of $525.0 million, dividends and distributions of $111.1 million, payments related to the Martinez Contingent Consideration of $80.1 million, deferred financing costs and other costs of $35.8 million, payments on finance leases of $14.1 million, and settlement of the final precious metal catalyst obligation of $3.1 million, partially offset by cash proceeds of $496.6 million from the issuance of the 2030 Senior Notes, net of discount, transactions made in connection with stock-based compensation plans of $38.3 million, and proceeds from insurance premium financing of $13.0 million.
For the year ended December 31, 2023, net cash used in financing activities consisted of the redemption of our 2025 Senior Notes of $666.2 million, share repurchases of PBF Energy’s Class A common stock of $532.5 million, redemption of the PBFX 2023 Senior Notes of $525.0 million, dividends and distributions of $111.1 million, payments related to the Martinez Contingent Consideration of $80.1 million, deferred financing costs and other costs of $35.8 million, payments on finance leases of $14.1 million, and settlement of the final precious metal catalyst obligation of $3.1 million, partially offset by cash proceeds of $496.6 million from the issuance of the 2030 Senior Notes, net of discount, transactions made in connection with stock-based compensation plans of $38.3 million, and proceeds from insurance premium financing of $13.0 million. 93 Net cash used in financing activities was $1,420.0 million for the year ended December 31, 2023 compared to net cash used in financing activities of $2,899.0 million for the year ended December 31, 2022.
Net tax benefit on remeasurement of deferred tax assets - The deferred tax valuation allowance was reduced to zero as of December 31, 2022, therefore, there was no impact to our financial statements related to the remeasurement of deferred tax assets as of December 31, 2023.
Net tax benefit on remeasurement of deferred tax assets - The deferred tax valuation allowance was reduced to zero as of December 31, 2022, therefore, there was no impact to our financial statements related to the remeasurement of deferred tax assets as of December 31, 2024 and December 31, 2023.
Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.7 based on current operating conditions.
Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions.
Our Toledo refinery has a product slate of approximately 50% gasoline, 37% distillate, 4% high-value petrochemicals (including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised of lower-value products (4% LPGs and 5% black oil). For this reason, we believe the WTI (Chicago) 4-3-1 is an appropriate benchmark industry refining margin.
Our Toledo refinery has a product slate of approximately 54% gasoline, 37% distillate, 4% high-value petrochemicals (including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised of lower-value products (3% LPGs and 2% black oil). For this reason, we believe the WTI (Chicago) 4-3-1 is an appropriate benchmark industry refining margin.
PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the year ended December 31, 2023 and 2022 was approximately 0.7%.
PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the year ended December 31, 2024 and 2023 was approximately 0.7%.
These products are priced at a significant discount to gasoline and CARB diesel. 72 Results of Operations The tables below reflect our consolidated financial and operating highlights for the years ended December 31, 2023, 2022 and 2021 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics.
These products are priced at a significant discount to gasoline and CARB diesel. 74 Results of Operations The tables below reflect our consolidated financial and operating highlights for the years ended December 31, 2024, 2023 and 2022 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics.
(2) Represents an adjustment to reflect PBF Energy’s annualized statutory corporate tax rate of approximately 26.0% for 2023 and 25.9% for 2022 and 2021, applied to net income attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
(2) Represents an adjustment to reflect PBF Energy’s annualized statutory corporate tax rate of approximately 26.0% for both 2024 and 2023, and 25.9% for 2022, applied to net income (loss) attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
Cash Flows from Investing Activities Net cash used in investing activities was $338.6 million for the year ended December 31, 2023 compared to $1,010.9 million for the year ended December 31, 2022.
Net cash used in investing activities was $338.6 million for the year ended December 31, 2023 compared to $1,010.9 million for the year ended December 31, 2022.
Capital spending also included costs associated with safety related enhancements and facility improvements at our refineries and logistics assets. We currently expect to spend an aggregate of approximately $800.0 million to $850.0 million in 2024 for facility improvements and refinery maintenance and turnarounds, as well as expenditures to meet environmental, regulatory and safety requirements.
Capital spending also included costs associated with safety related enhancements and facility improvements at our refineries and logistics assets. We currently expect to spend an aggregate of approximately $850.0 million to $900.0 million in 2025 for facility improvements and refinery maintenance and turnarounds, as well as expenditures to meet environmental, regulatory and safety requirements.
Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, change in the fair value of catalyst obligations, the write down of inventory to the LCM, our share of the SBR LCM inventory adjustment, changes in the Tax Receivable Agreement liability, net change in the fair value of contingent consideration, gain on land sales, loss (gain) on extinguishment of debt, gain on the formation of the SBR equity method investment and certain other non-cash items.
Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, change in the fair value of catalyst obligations, LIFO inventory decrement, our share of the SBR LCM inventory adjustment, changes in the Tax Receivable Agreement liability, net change in the fair value of contingent consideration, loss (gain) on the formation of the SBR equity method investment, loss on extinguishment of debt, gain on land sales, and certain other non-cash items.
As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX.
As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries.
During the year ended December 31, 2022, we recorded a change in the Tax Receivable Agreement liability that decreased income before income taxes and net income by $290.3 million and $215.1 million, respectively.
During the year ended December 31, 2022, PBF Energy recorded a change in the Tax Receivable Agreement liability that decreased income before taxes and net income by $290.3 million and $215.1 million, respectively.
The net income attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income, less applicable income tax expense.
The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax (benefit) expense.
Our Torrance refinery has a product slate of approximately 54% gasoline and 29% distillate with the remaining portion of the product slate comprised of lower-value products (5% black oil, 2% LPG and 10% other). For this reason, we believe the ANS (West Coast) 4-3-1 is an appropriate benchmark industry refining margin.
Our Torrance refinery has a product slate of approximately 59% gasoline and 26% distillate with the remaining portion of the product slate comprised of lower-value products (3% LPG, 2% black oil and 10% other). For this reason, we believe the ANS (West Coast) 4-3-1 is an appropriate benchmark industry refining margin.
We incurred approximately $762.3 million in RINs costs during the year ended December 31, 2023 as compared to $1,225.5 million and $726.0 million during the years ended December 31, 2022 and 2021, respectively. The fluctuations in RINs costs are due primarily to volatility in prices for ethanol-linked RINs and changes in our production of on-road transportation fuels.
We incurred approximately $515.3 million in RINs costs during the year ended December 31, 2024 as compared to $762.3 million and $1,225.5 million during the years ended December 31, 2023 and 2022, respectively. The fluctuations in RINs costs are due primarily to volatility in prices for ethanol-linked RINs and changes in our production of on-road transportation fuels.
In this Item 7, we discuss results for the years ended December 31, 2023 and 2022 and comparisons of the results for the years ended December 31, 2023 and 2022.
In this Item 7, we discuss results for the years ended December 31, 2024 and 2023 and comparisons of the results for the years ended December 31, 2024 and 2023.
Overall average throughput rates were lower in the year ended December 31, 2023 due to increased maintenance activity and lower demand compared to the same period in 2022. We plan to continue operating our refineries based on demand and current market conditions.
Overall average throughput rates at our refineries were slightly lower in the year ended December 31, 2024 due to increased maintenance activity and lower demand compared to the same period in 2023. We plan to continue operating our refineries based on demand and current market conditions.
Average industry margins were unfavorable during the year ended December 31, 2023 compared to the prior year, primarily due to decreased refining margins as a result of unfavorable movements in crack spreads and crude oil differentials at the majority of our refineries.
Average industry margins were unfavorable during the year ended December 31, 2024 in comparison to the prior year, primarily due to decreased refining margins as a result of unfavorable movements in crack spreads and crude oil differentials at the majority of our refineries.
(Gain) loss on sale of assets — There was a net gain of $1.3 million for the year ended December 31, 2023 related primarily to the sale of a parcel of land at our Torrance refinery. There was a loss of $0.9 million for the year ended December 31, 2022 related primarily to the sale of non-operating refinery assets.
Loss (gain) on sale of assets — There was a net loss of $0.4 million for the year ended December 31, 2024 related primarily to the sale of non-operating refinery assets. There was a net gain of $1.3 million for the year ended December 31, 2023 related primarily to the sale of a parcel of land at our Torrance refinery.
Gain on formation of SBR equity method investment - During the year ended December 31, 2023, we recorded a net gain resulting from the difference between the carrying value and the fair value of the assets associated with the business contributed to SBR, which increased income from operations and net income by $925.1 million and $684.6 million, respectively.
During the year ended December 31, 2023, we recorded a net gain resulting from the difference between the carrying value and the fair value of the assets associated with the business contributed to SBR, which increased income from operations and net income by $925.1 million and $684.6 million, respectively.
There were no outstanding borrowings under the revolving credit facilities as of December 31, 2023 or December 31, 2022. PBFX Revolving Credit Facility On June 20, 2023, we terminated the $500.0 million PBFX senior secured revolving credit facility (the “PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023.
There were $200.0 million outstanding borrowings under the Revolving Credit Facility as of December 31, 2024. There were no outstanding borrowings as of December 31, 2023. PBFX Revolving Credit Facility On June 20, 2023, we terminated the $500.0 million PBFX senior secured revolving credit facility (the “PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023.
We had available capacity under our Revolving Credit Facility as follows at December 31, 2023 (in millions): Total Commitment Amount Borrowed as of December 31, 2023 Outstanding Letters of Credit Borrowing Base Availability Expiration Date Revolving Credit Facility (a) $ 3,500.0 $ — $ 55.0 $ 3,445.0 August 2028 ___________________________________ (a) The amount available for borrowings and letters of credit under the Revolving Credit Facility is calculated according to a “borrowing base” formula based on (i) 90% of the book value of Eligible Accounts with respect to investment grade obligors plus (ii) 85% of the book value of Eligible Accounts with respect to non-investment grade obligors plus (iii) 80% of the cost of Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in deposit accounts subject to a control agreement, in each case as defined in the Revolving Credit Agreement.
We had available capacity under our Revolving Credit Facility as of December 31, 2024 (in millions) as follows: Total Commitment Amount Borrowed as of December 31, 2024 Outstanding Letters of Credit Borrowing Base Availability Expiration Date Revolving Credit Facility (a) $ 3,500.0 $ 200.0 $ 128.3 $ 2,385.4 August 2028 ___________________________________ (a) The amount available for borrowings and letters of credit under the Revolving Credit Facility is calculated according to a “borrowing base” formula based on (i) 90% of the book value of Eligible 94 Accounts with respect to investment grade obligors plus (ii) 85% of the book value of Eligible Accounts with respect to non-investment grade obligors plus (iii) 80% of the cost of Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in deposit accounts subject to a control agreement, in each case as defined in the Revolving Credit Agreement.
As of December 31, 2023, $43.0 million of the Tax Receivable Agreement obligation was recorded as a Current liability and represents the amount paid in January 2024 related to the 2022 tax year. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets.
As of December 31, 2024, $125.4 million of the Tax Receivable Agreement obligation was recorded as a Current liability and represents the amount paid in January 2025 related to the 2023 tax year. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets.
The East Coast Refining System has a product slate of approximately 39% gasoline, 35% distillate, 2% high-value Group I lubricants, 1% high-value petrochemicals, with the remaining portion of the product slate comprised of lower-value products (4% LPGs, 15% black oil and 4% other). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate benchmark industry refining margin.
The East Coast Refining System has a product slate of approximately 35% gasoline, 36% distillate, 2% high-value Group I lubricants, 1% high-value petrochemicals, with the remaining portion of the product slate comprised of lower-value products (3% LPGs, 18% black oil and 5% other). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate benchmark industry refining margin.
Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken differential, which averaged a premium of $1.28 per barrel in the year ended December 31, 2023, as compared to a premium of $4.05 per barrel in the prior year.
Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken differential, which averaged a discount of $1.39 per barrel in the year ended December 31, 2024, as compared to a premium of $1.28 per barrel in the prior year.
Gain on formation of SBR equity method investment — There was a gain of $925.1 million for the year ended December 31, 2023, resulting from the difference between the carrying value and fair value of the assets associated with the business contributed to SBR.
There was a gain of $925.1 million for the year ended December 31, 2023, resulting from the difference between the carrying value and fair value of the assets associated with the business contributed to SBR.
(3) Special items: LCM Inventory Adjustment - LCM is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market.
(3) Special items: SBR LCM Inventory Adjustment - The LCM adjustment is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market.
Changes in the Tax Receivable Agreement liability for the year ended December 31, 2022 represented a charge of $290.3 million as a result of changes in the deferred tax asset valuation allowance recorded in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), related to the reduction of deferred tax assets associated with the payments made or expected to be made in connection with the Tax Receivable Agreement liability.
Changes in the Tax Receivable Agreement liability for the year ended December 31, 2023 represented a benefit of $2.0 million as a result of changes in the deferred tax asset valuation allowance recorded in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), related to the reduction of deferred tax assets associated with the payments made or expected to be made in connection with the Tax Receivable Agreement liability.
In connection with this investment, we contributed the SBR business, with an estimated fair value of $1.69 billion, excluding working capital. Eni contributed $845.6 million in cash, which consisted of $431.0 million of cash distributed to us at close and an additional $414.6 million of cash contributed after the commercial start up of the pre-treatment unit in July 2023.
We contributed the SBR business, which had a total estimated fair value of $1.69 billion, excluding working capital. Eni contributed $845.6 million of total consideration, which consisted of $431.0 million of cash distributed to us at close and an additional $414.6 million of cash contributed after the commercial start-up of the pre-treatment unit in July 2023.
Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA: • do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments; • do not reflect changes in, or cash requirements for, our working capital needs; • do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; • do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow; • do not reflect certain other non-cash income and expenses; and • exclude income taxes that may represent a reduction in available cash. 84 The following tables reconcile net income as reflected in PBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions): Year Ended December 31, 2023 2022 2021 Reconciliation of net income to EBITDA and EBITDA excluding special items: Net income $ 2,162.0 $ 2,972.8 $ 315.5 Add: Depreciation and amortization expense 571.5 511.1 466.8 Add: Interest expense, net 63.8 246.0 317.5 Add: Income tax expense 723.8 584.8 12.1 EBITDA $ 3,521.1 $ 4,314.7 $ 1,111.9 Special Items: (3) Add: LCM inventory adjustment — — (669.6) Add: LCM inventory adjustment - SBR 38.7 — — Add: Change in fair value of contingent consideration, net (45.8) 48.3 32.4 Add: Gain on land sales (1.7) — (2.8) Add: Loss (gain) on extinguishment of debt 5.7 66.1 (79.9) Add: Change in Tax Receivable Agreement liability (2.0) 290.3 48.3 Add: Gain on formation of SBR equity method investment (925.1) — — EBITDA excluding special items $ 2,590.9 $ 4,719.4 $ 440.3 Reconciliation of EBITDA to Adjusted EBITDA: EBITDA $ 3,521.1 $ 4,314.7 $ 1,111.9 Add: Stock based compensation 51.5 54.3 35.6 Add: Change in fair value of catalyst obligations (1.1) 2.0 (8.5) Add: LCM inventory adjustment (3) — — (669.6) Add: LCM inventory adjustment - SBR (3) 38.7 — — Add: Change in fair value of contingent consideration, net (3) (45.8) 48.3 32.4 Add: Gain on land sales (3) (1.7) — (2.8) Add: Loss (gain) on extinguishment of debt (3) 5.7 66.1 (79.9) Add: Change in Tax Receivable Agreement liability (3) (2.0) 290.3 48.3 Add: Gain on formation of SBR equity method investment (3) (925.1) — — Adjusted EBITDA $ 2,641.3 $ 4,775.7 $ 467.4 —————————— See Notes to Non-GAAP Financial Measures. 85 Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity.
Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA: • do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments; • do not reflect changes in, or cash requirements for, our working capital needs; • do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; • do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow; • do not reflect certain other non-cash income and expenses; and • exclude income taxes that may represent a reduction in available cash. 86 The following tables reconcile net income (loss) as reflected in PBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions): Year Ended December 31, 2024 2023 2022 Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items: Net income (loss) $ (540.2) $ 2,162.0 $ 2,972.8 Add: Depreciation and amortization expense 627.8 571.5 511.1 Add: Interest expense, net 72.0 63.8 246.0 Add: Income tax (benefit) expense (228.4) 723.8 584.8 EBITDA $ (68.8) $ 3,521.1 $ 4,314.7 Special Items: (3) Add: LCM inventory adjustment - SBR (18.9) 38.7 — Add: LIFO inventory decrement 124.5 — — Add: Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Add: Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Add: Loss on extinguishment of debt — 5.7 66.1 Add: Gain on land sales — (1.7) — Add: Change in Tax Receivable Agreement liability — (2.0) 290.3 EBITDA excluding special items $ 42.2 $ 2,590.9 $ 4,719.4 Reconciliation of EBITDA to Adjusted EBITDA: EBITDA $ (68.8) $ 3,521.1 $ 4,314.7 Add: Stock based compensation 44.3 51.5 54.3 Add: Change in fair value of catalyst obligations — (1.1) 2.0 Special Items: (3) Add: LCM inventory adjustment - SBR (18.9) 38.7 — Add: LIFO inventory decrement 124.5 — — Add: Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Add: Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Add: Loss on extinguishment of debt — 5.7 66.1 Add: Gain on land sales — (1.7) — Add: Change in Tax Receivable Agreement liability — (2.0) 290.3 Adjusted EBITDA $ 86.5 $ 2,641.3 $ 4,775.7 —————————— See Notes to Non-GAAP Financial Measures. 87 Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity.
Loss (gain) on extinguishment of debt and termination of Inventory Intermediation Agreement - During the year ended December 31, 2023, we recorded a pre-tax loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, which decreased income before income taxes and net income by $5.7 million and $4.2 million, respectively.
There were no such gains in 2022. 89 Loss on extinguishment of debt and termination of Inventory Intermediation Agreement - During the year ended December 31, 2023, we recorded a pre-tax loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, which decreased income before income taxes and net income by $5.7 million and $4.2 million, respectively.
Cash Flow Analysis Cash Flows from Operating Activities Net cash provided by operating activities was $1,338.5 million for the year ended December 31, 2023 compared to net cash provided by operating activities of $4,772.0 million for the year ended December 31, 2022.
Cash Flow Analysis Cash Flows from Operating Activities Net cash provided by operating activities was $43.4 million for the year ended December 31, 2024 compared to net cash provided by operating activities of $1,338.5 million for the year ended December 31, 2023.
Our overall increase in cash provided by operating activities also included depreciation and amortization of $533.9 million, deferred income taxes of $420.2 million, change in the Tax Receivable Agreement liability of $290.3 million, net loss on extinguishment of debt primarily related to the redemption of our 2025 Senior Secured Notes of $66.1 million, stock-based compensation of $54.3 million, net change in the fair value of contingent consideration of $48.3 million, pension and other post-retirement benefit costs of $47.6 million, changes in the fair value of our catalyst obligations of $2.0 million, and loss on sale of assets of $0.9 million, partially offset by a net non-cash charges related to the change in the fair value of our inventory repurchase obligations of $5.4 million. 91 Net cash provided by operating activities was $4,772.0 million for the year ended December 31, 2022 compared to net cash provided by operating activities of $477.3 million for the year ended December 31, 2021.
Our overall increase in cash provided by operating activities also included depreciation and amortization of $533.9 million, deferred income taxes of $420.2 million, change in the Tax Receivable Agreement liability of $290.3 million, net loss on extinguishment of debt primarily related to the redemption of our 2025 Senior Secured Notes of $66.1 million, stock-based compensation of $54.3 million, net change in the fair value of contingent consideration of $48.3 million, pension and other post-retirement benefits costs of $47.6 million, change in the fair value of our catalyst obligations of $2.0 million, and loss on sale of assets of $0.9 million, partially offset by a net non-cash charges related to the change in the fair value of our inventory repurchase obligations of $5.4 million.
During the year ended December 31, 2022, we purchased 4,192,555 shares of PBF Energy's Class A common stock for $156.4 million, inclusive of commissions paid, through open market transactions.
During the year ended December 31, 2023, we purchased 12,367,073 shares of PBF Energy's Class A common stock for $532.5 million, inclusive of commissions paid, through open market transactions. During the year ended December 31, 2022, we purchased 4,192,555 shares of PBF Energy's Class A common stock for $156.4 million, inclusive of commissions paid, through open market transactions.
Special items for the periods presented relate to LCM inventory adjustments, our share of the SBR LCM inventory adjustment, net changes in fair value of contingent consideration, loss (gain) on extinguishment of debt and costs associated with the early termination of the Third Inventory Intermediation Agreement, changes in the Tax Receivable Agreement liability, gains on land sales, gain on formation of the SBR equity method investment, and net tax benefit on remeasurement of deferred tax assets.
Special items for the periods presented relate to a LIFO inventory decrement, our share of the SBR LCM inventory adjustment, net changes in fair value of contingent consideration, loss (gain) on formation of the SBR equity method investment, loss on extinguishment of debt and termination of the Inventory Intermediation Agreement, changes in the Tax Receivable Agreement liability, gains on land sales, and net tax benefit on remeasurement of deferred tax assets.
Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 18,431, 3,877,035 and 12,568,275 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the years ended December 31, 2023, 2022 and 2021, respectively.
Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 4,413,417, 18,431 and 3,877,035 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the years ended December 31, 2024, 2023 and 2022, respectively.
Our Chalmette refinery has a product slate of approximately 47% gasoline and 34% distillate, 1% high-value petrochemicals with the remaining portion of the product slate comprised of lower-value products (6% black oil, 5% LPGs, 2% petroleum coke, and 5% other). For this reason, we believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark industry refining margin.
Our Chalmette refinery has a product slate of approximately 42% gasoline and 35% distillate, 1% high-value petrochemicals with the remaining portion of the product slate comprised of lower-value products (9% black oil, 5% LPGs, and 8% other). For this reason, we believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark industry refining margin.
As a result of these transactions, PBF Energy’s tax basis in its share of PBF LLC’s assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of $171.6 million as of December 31, 2023.
As a result of these transactions, PBF Energy’s tax basis in its share of PBF LLC’s assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of $165.0 million as of December 31, 2024.
Although we were in compliance with incurrence covenants during the year ended December 31, 2023, there are no assurances in the future we will be able to meet these incurrence covenants at the time that we needed to.
Although we were in compliance with incurrence covenants during the year ended December 31, 2024, there are no assurances in the future that we will be able to meet these incurrence covenants at the time we are required to do so.
This amount is excluded from the table above. 87 Change in fair value of contingent consideration, net - During the year ended December 31, 2023, we recorded a net change in fair value of the Martinez Contingent Consideration, which increased income from operations and net income by $45.8 million and $33.9 million, respectively.
During the year ended December 31, 2023, we recorded a net change in fair value of the Martinez Contingent Consideration, which increased income from operations and net income by $45.8 million and $33.9 million, respectively.
We have recognized, as of December 31, 2023, a liability for the Tax Receivable Agreement of $336.6 million ($338.6 million and $48.3 million as of December 31, 2022 and December 31, 2021, respectively) reflecting our estimate of the undiscounted amounts that we expect to pay under the agreement.
As of December 31, 2024, a liability for the Tax Receivable Agreement of $293.6 million ($336.6 million and $338.6 million as of December 31, 2023 and December 31, 2022, respectively) reflecting our estimate of the undiscounted amounts that we expect to pay under the agreement.
Our margins were positively impacted from our refinery specific slate on the East Coast by strengthened WTI/Bakken differential, which increased by $2.77 per barrel, offset by weakened Dated Brent/Maya differential, which decreased by $0.24 per barrel compared to the same period in 2022.
Our margins were positively impacted from our refinery specific slate on the East Coast by strengthened WTI/Bakken differential, which increased by $2.67 per barrel, offset by weakened Dated Brent/Maya differential, which decreased by $1.40 per barrel compared to the same period in 2023.
PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the year ended December 31, 2023 and 2022. 75 Our results for the year ended December 31, 2023 were positively impacted by special items consisting of a gain on the formation of the SBR equity method investment of $925.1 million, or $684.6 million net of tax, a change in fair value of contingent consideration of $45.8 million, or $33.9 million net of tax, related to changes in our earn-out obligation associated with the acquisition of the Martinez refinery and logistic assets (the “Martinez Contingent Consideration”), pre-tax benefit associated with the change in the Tax Receivable Agreement liability of $2.0 million, or $1.5 million net of tax and a gain on the sale of a parcel of land at our Torrance refinery of $1.7 million or $1.3 million net of tax, partially offset by our share of the SBR LCM inventory reserve of $38.7 million, or $28.6 million net of tax, a $5.7 million, or $4.2 million net of tax, loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, and exit costs associated with the early termination of the Third Inventory Intermediation Agreement of $13.5 million, or $10.0 million, net of tax.
Our results for the year ended December 31, 2023 were positively impacted by special items consisting of a gain on the formation of the SBR equity method investment of $925.1 million, or $684.6 million net of tax, a change in fair value of contingent consideration of $45.8 million, or $33.9 million net of tax, pre-tax benefit associated with the change in the Tax Receivable Agreement liability of $2.0 million, or $1.5 million net of tax and a gain on the sale of a parcel of land at our Torrance refinery of $1.7 million or $1.3 million net of tax, partially offset by our share of the SBR LCM inventory reserve of $38.7 million, or $28.6 million net of tax, a $5.7 million, or $4.2 million net of tax, loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, and exit costs associated with the early termination of the Inventory Intermediation Agreement of $13.5 million, or $10.0 million, net of tax.
These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax. 81 The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the years ended December 31, 2023, 2022 and 2021 (in millions, except share and per share amounts): Year Ended December 31, 2023 2022 2021 Net income attributable to PBF Energy Inc. stockholders $ 2,140.5 $ 2,876.8 $ 231.0 Less: Income allocated to participating securities — — — Income available to PBF Energy Inc. stockholders - basic 2,140.5 2,876.8 231.0 Add: Net income attributable to noncontrolling interest (1) 20.5 27.9 2.4 Less: Income tax expense (2) (5.3) (7.2) (0.6) Adjusted fully-converted net income $ 2,155.7 $ 2,897.5 $ 232.8 Special Items: (3) Add: LCM inventory adjustment — — (669.6) Add: LCM inventory adjustment - SBR 38.7 — — Add: Change in fair value of contingent consideration, net (45.8) 48.3 32.4 Add: Gain on land sales (1.7) — (2.8) Add: Loss (gain) on extinguishment of debt and termination of Inventory Intermediation Agreement 19.2 66.1 (79.9) Add: Change in Tax Receivable Agreement liability (2.0) 290.3 48.3 Add: Gain on formation of SBR equity method investment (925.1) — — Add: Net tax benefit on remeasurement of deferred tax assets — (233.8) (37.4) Less: Recomputed income tax on special items 238.3 (104.9) 173.9 Adjusted fully-converted net income (loss) excluding special items $ 1,477.3 $ 2,963.5 $ (302.3) Weighted-average shares outstanding of PBF Energy Inc. 124,953,858 122,598,076 120,240,009 Conversion of PBF LLC Series A Units (4) 899,519 917,991 988,730 Common stock equivalents (5) 4,656,071 3,344,039 1,409,415 Fully-converted shares outstanding—diluted 130,509,448 126,860,106 122,638,154 Diluted net income per share $ 16.52 $ 22.84 $ 1.90 Adjusted fully-converted net income per fully exchanged, fully diluted shares outstanding (5) $ 16.52 $ 22.84 $ 1.90 Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5) $ 11.32 $ 23.36 $ (2.50) —————————— See Notes to Non-GAAP Financial Measures. 82 Gross Refining Margin and Gross Refining Margin Excluding Special Items Gross refining margin is defined as consolidated gross margin excluding refinery depreciation, refinery operating expenses, and gross margin of PBFX.
These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax. 83 The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the years ended December 31, 2024, 2023 and 2022 (in millions, except share and per share amounts): Year Ended December 31, 2024 2023 2022 Net income (loss) attributable to PBF Energy Inc. stockholders $ (533.8) $ 2,140.5 $ 2,876.8 Less: Income allocated to participating securities 0.1 — — Income (loss) available to PBF Energy Inc. stockholders - basic (533.9) 2,140.5 2,876.8 Add: Net income (loss) attributable to noncontrolling interest (1) (6.0) 20.5 27.9 Less: Income tax benefit (expense) (2) 1.6 (5.3) (7.2) Adjusted fully-converted net income (loss) $ (538.3) $ 2,155.7 $ 2,897.5 Special Items: (3) Add: LCM inventory adjustment - SBR (18.9) 38.7 — Add: LIFO inventory decrement 124.5 — — Add: Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Add: Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Add: Loss on extinguishment of debt and termination of Inventory Intermediation Agreement — 19.2 66.1 Add: Gain on land sales — (1.7) — Add: Change in Tax Receivable Agreement liability — (2.0) 290.3 Add: Net tax benefit on remeasurement of deferred tax assets — — (233.8) Less: Recomputed income tax on special items (28.8) 238.3 (104.9) Adjusted fully-converted net income (loss) excluding special items $ (456.1) $ 1,477.3 $ 2,963.5 Weighted-average shares outstanding of PBF Energy Inc. 116,248,827 124,953,858 122,598,076 Conversion of PBF LLC Series A Units (4) 862,780 899,519 917,991 Common stock equivalents (5) — 4,656,071 3,344,039 Fully-converted shares outstanding—diluted 117,111,607 130,509,448 126,860,106 Diluted net income (loss) per share $ (4.60) $ 16.52 $ 22.84 Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5) $ (4.60) $ 16.52 $ 22.84 Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5) $ (3.89) $ 11.32 $ 23.36 —————————— See Notes to Non-GAAP Financial Measures. 84 Gross Refining Margin and Gross Refining Margin Excluding Special Items Gross refining margin is defined as consolidated gross margin excluding refining depreciation, refining operating expenses, and gross margin of the Logistic segment.
Year Ended December 31, 2023 2022 2021 (dollars per barrel, except as noted) Dated Brent crude oil $ 82.64 $ 101.27 $ 70.89 West Texas Intermediate (WTI) crude oil $ 77.67 $ 94.58 $ 68.10 Light Louisiana Sweet (LLS) crude oil $ 80.14 $ 96.81 $ 69.59 Alaska North Slope (ANS) crude oil $ 82.36 $ 98.76 $ 70.56 Crack Spreads Dated Brent (NYH) 2-1-1 $ 29.67 $ 40.26 $ 16.84 WTI (Chicago) 4-3-1 $ 23.71 $ 31.56 $ 16.34 LLS (Gulf Coast) 2-1-1 $ 29.13 $ 37.56 $ 16.03 ANS (West Coast-LA) 4-3-1 $ 36.88 $ 41.64 $ 20.10 ANS (West Coast-SF) 3-2-1 $ 36.89 $ 41.89 $ 20.55 Crude Oil Differentials Dated Brent (foreign) less WTI $ 4.97 $ 6.68 $ 2.80 Dated Brent less Maya (heavy, sour) $ 13.71 $ 13.95 $ 6.47 Dated Brent less WTS (sour) $ 4.99 $ 6.98 $ 2.63 Dated Brent less ASCI (sour) $ 5.73 $ 9.68 $ 3.90 WTI less WCS (heavy, sour) $ 18.32 $ 21.30 $ 14.19 WTI less Bakken (light, sweet) $ (1.28) $ (4.05) $ (0.14) WTI less Syncrude (light, sweet) $ (0.91) $ (3.04) $ 2.25 WTI less LLS (light, sweet) $ (2.48) $ (2.22) $ (1.50) WTI less ANS (light, sweet) $ (4.70) $ (4.17) $ (2.46) Effective RIN basket price $ 7.02 $ 7.66 $ 6.75 Natural gas (dollars per MMBTU) $ 2.66 $ 6.54 $ 3.73 2023 Compared to 2022 Overview— PBF Energy net income was $2,162.0 million for the year ended December 31, 2023 compared to net income of $2,972.8 million for the year ended December 31, 2022.
Year Ended December 31, 2024 2023 2022 (dollars per barrel, except as noted) Dated Brent crude oil $ 80.72 $ 82.64 $ 101.27 West Texas Intermediate (WTI) crude oil $ 75.87 $ 77.67 $ 94.58 Light Louisiana Sweet (LLS) crude oil $ 78.33 $ 80.14 $ 96.81 Alaska North Slope (ANS) crude oil $ 80.24 $ 82.36 $ 98.76 Crack Spreads Dated Brent (NYH) 2-1-1 $ 18.24 $ 29.67 $ 40.26 WTI (Chicago) 4-3-1 $ 16.27 $ 23.71 $ 31.56 LLS (Gulf Coast) 2-1-1 $ 18.21 $ 29.13 $ 37.56 ANS (West Coast-LA) 4-3-1 $ 23.36 $ 36.88 $ 41.64 ANS (West Coast-SF) 3-2-1 $ 24.62 $ 36.89 $ 41.89 Crude Oil Differentials Dated Brent (foreign) less WTI $ 4.84 $ 4.97 $ 6.68 Dated Brent less Maya (heavy, sour) $ 12.31 $ 13.71 $ 13.95 Dated Brent less WTS (sour) $ 4.85 $ 4.99 $ 6.98 Dated Brent less ASCI (sour) $ 5.23 $ 5.73 $ 9.68 WTI less WCS (heavy, sour) $ 14.82 $ 18.32 $ 21.30 WTI less Bakken (light, sweet) $ 1.39 $ (1.28) $ (4.05) WTI less Syncrude (light, sweet) $ 0.75 $ (0.91) $ (3.04) WTI less LLS (light, sweet) $ (2.45) $ (2.48) $ (2.22) WTI less ANS (light, sweet) $ (4.36) $ (4.70) $ (4.17) Effective RIN basket price $ 3.75 $ 7.02 $ 7.66 Natural gas (dollars per MMBTU) $ 2.41 $ 2.66 $ 6.54 2024 Compared to 2023 Overview— PBF Energy net loss was $540.2 million for the year ended December 31, 2024 compared to net income of $2,162.0 million for the year ended December 31, 2023.
Capitalization Our capital structure was comprised of the following as of December 31, 2023 (in millions): December 31, 2023 Debt: (1) 2028 Senior Notes $ 801.6 2030 Senior Notes 500.0 Revolving Credit Facility — Total debt $ 1,301.6 Unamortized deferred financing costs (52.5) Unamortized discount (3.2) Total debt, net of unamortized deferred financing costs and discount $ 1,245.9 Total Equity $ 6,631.3 Total Capitalization (2) $ 7,877.2 _______________________________________________ (1) Refer to “Note 9 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements for further disclosure related to debt.
Capitalization Our capital structure was comprised of the following as of December 31, 2024 (in millions): December 31, 2024 Debt: (1) 2028 Senior Notes $ 801.6 2030 Senior Notes 500.0 Revolving Credit Facility 200.0 Total debt $ 1,501.6 Unamortized deferred financing costs (41.6) Unamortized discount (2.7) Total debt, net of unamortized deferred financing costs and discount $ 1,457.3 Total Equity 5,678.6 Total Capitalization (2) $ 7,135.9 _______________________________________________ (1) Refer to “Note 9 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements for further disclosure related to debt.
(5) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the years ended December 31, 2023, 2022 and 2021, respectively.
(4) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of existing PBF LLC Series A Units as described in (1) above. 90 (5) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the years ended December 31, 2024, 2023 and 2022, respectively.
During the year ended December 31, 2021, we made a number of open market repurchases of our 2028 Senior Notes and our 2025 Senior Notes that resulted in the extinguishment of $173.5 million in principal of the 2028 Senior Notes and $55.5 million in principal of the 2025 Senior Notes.
During the year ended December 31, 2022, we made a number of open market repurchases of our 2028 Senior Notes and our 2025 Senior Notes that resulted in the extinguishment of $24.9 million in principal of the 2028 Senior Notes and $5.0 million in principal of the 2025 Senior Notes.
Additionally, the WTI/Syncrude differential averaged a premium of $0.91 per barrel for the year ended December 31, 2023 as compared to a premium of $3.04 per barrel in the prior year.
Additionally, the WTI/Syncrude differential averaged a discount of $0.75 per barrel for the year ended December 31, 2024 as compared to a premium of $0.91 per barrel in the prior year.
Cash Flows from Financing Activities Net cash used in financing activities was $1,420.0 million for the year ended December 31, 2023 compared to net cash used in financing activities of $2,899.0 million for the year ended December 31, 2022.
Cash Flows from Financing Activities Net cash used in financing activities was $249.3 million for the year ended December 31, 2024 compared to net cash used in financing activities of $1,420.0 million for the year ended December 31, 2023.
Net income attributable to PBF Energy stockholders was $2,140.5 million, or $16.52 per diluted share, for the year ended December 31, 2023 ($16.52 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $11.32 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy stockholders of $2,876.8 million, or $22.84 per diluted share, for the year ended December 31, 2022 ($22.84 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $23.36 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures).
Net loss attributable to PBF Energy stockholders was $533.8 million, or $(4.60) per diluted share, for the year ended December 31, 2024 ($(4.60) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(3.89) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy stockholders of $2,140.5 million, or $16.52 per diluted share, for the year ended December 31, 2023 ($16.52 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $11.32 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures).
PBF Energy Year Ended December 31, 2023 2022 2021 Revenues $ 38,324.8 $ 46,830.3 $ 27,253.4 Cost and expenses: Cost of products and other 32,671.3 39,049.1 23,826.8 Operating expenses (excluding depreciation and amortization expense as reflected below) 2,694.9 2,599.0 2,085.9 Depreciation and amortization expense 560.0 503.6 453.5 Cost of sales 35,926.2 42,151.7 26,366.2 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 362.5 468.7 247.3 Depreciation and amortization expense 11.5 7.5 13.3 Change in fair value of contingent consideration, net (45.8) 48.3 32.4 Equity loss in investee 45.3 — — Gain on formation of SBR equity method investment (925.1) — — (Gain) loss on sale of assets (1.3) 0.9 (3.0) Total cost and expenses 35,373.3 42,677.1 26,656.2 Income from operations 2,951.5 4,153.2 597.2 Other income (expense): Interest expense, net (63.8) (246.0) (317.5) Change in Tax Receivable Agreement liability 2.0 (290.3) (48.3) Change in fair value of catalyst obligations 1.1 (2.0) 8.5 (Loss) gain on extinguishment of debt (5.7) (66.1) 79.9 Other non-service components of net periodic benefit cost 0.7 8.8 7.8 Income before income taxes 2,885.8 3,557.6 327.6 Income tax expense 723.8 584.8 12.1 Net income 2,162.0 2,972.8 315.5 Less: net income attributable to noncontrolling interests 21.5 96.0 84.5 Net income attributable to PBF Energy Inc. stockholders $ 2,140.5 $ 2,876.8 $ 231.0 Consolidated gross margin $ 2,398.6 $ 4,678.6 $ 887.2 Gross refining margin (1) $ 5,287.7 $ 7,429.9 $ 3,087.7 Net income available to Class A common stock per share: Basic $ 17.13 $ 23.47 $ 1.92 Diluted $ 16.52 $ 22.84 $ 1.90 —————————— (1) See Non-GAAP Financial Measures. 73 Operating Highlights Year Ended December 31, 2023 2022 2021 Key Operating Information Production (bpd in thousands) 918.3 937.1 852.2 Crude oil and feedstocks throughput (bpd in thousands) 909.4 925.1 834.5 Total crude oil and feedstocks throughput (millions of barrels) 329.0 337.7 304.6 Consolidated gross margin per barrel of throughput $ 7.29 $ 13.85 $ 2.91 Gross refining margin, excluding special items, per barrel of throughput (1) $ 16.07 $ 22.00 $ 7.94 Refinery operating expense, per barrel of throughput $ 7.85 $ 7.39 $ 6.56 Crude and feedstocks (% of total throughput) (2) Heavy 27 % 32 % 34 % Medium 35 % 36 % 31 % Light 20 % 18 % 18 % Other feedstocks and blends 18 % 14 % 17 % Total throughput 100 % 100 % 100 % Yield (% of total throughput) Gasoline and gasoline blendstocks 47 % 47 % 53 % Distillates and distillate blendstocks 34 % 35 % 30 % Lubes 1 % 1 % 1 % Chemicals 1 % 1 % 2 % Other 18 % 17 % 16 % Total yield 101 % 101 % 102 % —————————— (1) See Non-GAAP Financial Measures.
PBF Energy Year Ended December 31, 2024 2023 2022 Revenues $ 33,115.3 $ 38,324.8 $ 46,830.3 Cost and expenses: Cost of products and other 30,266.7 32,671.3 39,049.1 Operating expenses (excluding depreciation and amortization expense as reflected below) 2,606.2 2,694.9 2,599.0 Depreciation and amortization expense 614.6 560.0 503.6 Cost of sales 33,487.5 35,926.2 42,151.7 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 260.4 362.5 468.7 Depreciation and amortization expense 13.2 11.5 7.5 Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Equity loss in investee 47.4 45.3 — Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Loss (gain) on sale of assets 0.4 (1.3) 0.9 Total cost and expenses 33,814.3 35,373.3 42,677.1 Income (loss) from operations (699.0) 2,951.5 4,153.2 Other income (expense): Interest expense (net of interest income of $51.2, $75.0, and $20.6, respectively) (72.0) (63.8) (246.0) Change in Tax Receivable Agreement liability — 2.0 (290.3) Change in fair value of catalyst obligations — 1.1 (2.0) Loss on extinguishment of debt — (5.7) (66.1) Other non-service components of net periodic benefit cost 2.4 0.7 8.8 Income (loss) before income taxes (768.6) 2,885.8 3,557.6 Income tax (benefit) expense (228.4) 723.8 584.8 Net income (loss) (540.2) 2,162.0 2,972.8 Less: net income (loss) attributable to noncontrolling interests (6.4) 21.5 96.0 Net income (loss) attributable to PBF Energy Inc. stockholders $ (533.8) $ 2,140.5 $ 2,876.8 Consolidated gross margin $ (372.2) $ 2,398.6 $ 4,678.6 Gross refining margin (1) $ 2,487.6 $ 5,287.7 $ 7,429.9 Net income available to Class A common stock per share: Basic $ (4.59) $ 17.13 $ 23.47 Diluted $ (4.60) $ 16.52 $ 22.84 —————————— (1) See Non-GAAP Financial Measures. 75 Operating Highlights Year Ended December 31, 2024 2023 2022 Key Operating Information Production (bpd in thousands) 913.1 918.3 937.1 Crude oil and feedstocks throughput (bpd in thousands) 904.0 909.4 925.1 Total crude oil and feedstocks throughput (millions of barrels) 330.9 329.0 337.7 Consolidated gross margin per barrel of throughput $ (1.13) $ 7.29 $ 13.85 Gross refining margin, excluding special items, per barrel of throughput (1) $ 7.89 $ 16.07 $ 22.00 Refinery operating expense, per barrel of throughput $ 7.52 $ 7.85 $ 7.39 Crude and feedstocks (% of total throughput) (2) Heavy 31 % 27 % 32 % Medium 38 % 35 % 36 % Light 17 % 20 % 18 % Other feedstocks and blends 14 % 18 % 14 % Total throughput 100 % 100 % 100 % Yield (% of total throughput) Gasoline and gasoline blendstocks 47 % 47 % 47 % Distillates and distillate blendstocks 34 % 34 % 35 % Lubes 1 % 1 % 1 % Chemicals 1 % 1 % 1 % Other 18 % 18 % 17 % Total yield 101 % 101 % 101 % —————————— (1) See Non-GAAP Financial Measures.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+0 added−0 removed12 unchanged
Biggest changeWe mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations. At December 31, 2023 and December 31, 2022, we had gross open commodity derivative contracts representing 29.1 million barrels and 30.1 million barrels, respectively, with an unrealized net gain of $33.2 million and $13.9 million, respectively.
Biggest changeWe mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations. At December 31, 2024 and December 31, 2023, we had gross open commodity derivative contracts representing 18.6 million barrels and 29.1 million barrels, respectively, with an unrealized net gain of $2.0 million and net gain of $33.2 million, respectively.
The open commodity derivative contracts as of December 31, 2023 expire at various times during 2024. We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices.
The open commodity derivative contracts as of December 31, 2024 expire at various times during 2025. We carry inventories of crude oil, intermediates, and refined products (“hydrocarbon inventories”) on our Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices.
At December 31, 2023 and December 31, 2022, the replacement value of inventory exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.
At December 31, 2024 and December 31, 2023, the replacement value of inventory exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.
As of December 31, 2023 and December 31, 2022, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 19% and 19%, respectively). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K. ITEM 9.
As of December 31, 2024 and December 31, 2023, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 18% and 19%, respectively). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K. ITEM 9.
We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy. Concentration Risk For the years ended December 31, 2023 and December 31, 2022, only one customer, Shell, accounted for 10% or more of our revenues (approximately 14% and 14%, respectively).
We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy. Concentration Risk For the years ended December 31, 2024 and December 31, 2023, only one customer, Shell, accounted for 10% or more of our revenues (approximately 13% and 14%, respectively).
Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we expect our annual consumption to range from 75 million to 95 million MMBTUs of natural gas amongst our six refineries.
Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we expect our annual consumption to range from 70 million to 90 million MMBTUs of natural gas amongst our six refineries.
Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $75.0 million to $95.0 million. 101 Compliance Program Price Risk We are exposed to market risks related to our obligations to buy and the volatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which include RINs, required to comply with the RFS.
Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $70.0 million to $90.0 million. 100 Compliance Program Price Risk We are exposed to market risks related to our obligations to buy, and the volatility in the price of, credits needed to comply with various governmental and regulatory compliance programs, which include RINs, required to comply with the RFS.
At December 31, 2023, we had no outstanding balance in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $23.7 million annually. Credit Risk We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties.
At December 31, 2024, we had a $200.0 million outstanding balance in variable interest debt. If this facility were fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $23.8 million annually. Credit Risk We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 102
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 101
Our hydrocarbon inventories totaled approximately 36.2 million barrels and 32.8 million barrels at December 31, 2023 and December 31, 2022, respectively. The average cost of our hydrocarbon inventories was approximately $83.64 and $80.04 per barrel on a LIFO basis at December 31, 2023 and December 31, 2022, respectively.
Our hydrocarbon inventories totaled approximately 30.2 million barrels and 36.2 million barrels at December 31, 2024 and December 31, 2023, respectively. The average cost of our hydrocarbon inventories was approximately $80.46 and $83.64 per barrel on a LIFO basis at December 31, 2024 and December 31, 2023, respectively.

Other PBF 10-K year-over-year comparisons