PBF Energy Inc

Previous wording

As of March 31, 2024, PBF Energy owned 119,065,614 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 862,779 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 a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 99.3% of the voting power in us, 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 us (99.3% and 0.7% as of December 31, 2023, respectively).

Current wording

As of June 30, 2024, PBF Energy owned 117,169,861 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 862,779 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 a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 99.3% of the voting power in us, 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 us (99.3% and 0.7% as of December 31, 2023, respectively).

Previous wording

Prior to 2023, PBF Holding and its subsidiaries, Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Chalmette Refining LLC (“Chalmette Refining”) (collectively, the “PBF Entities”), entered into the third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”). Pursuant to the Third Inventory Intermediation Agreement, J. Aron purchased and held title to certain crude oil, intermediates, and finished products (the “J. Aron Products”) purchased or produced by the Refineries and delivered into the storage tanks at the Refineries (the “Storage Tanks”). The J. Aron Products were sold back to us as the J. Aron Products were discharged out of the Storage Tanks.

Current wording

Prior to 2023, PBF Holding and its subsidiaries, Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Chalmette Refining LLC (“Chalmette Refining”) (collectively, the “PBF Entities”), entered into the third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”). Pursuant to the Third Inventory Intermediation Agreement, J. Aron purchased and held title to certain crude oil, intermediates, and 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 the storage tanks at the Refineries (the “Storage Tanks”). The J. Aron Products were sold back to us as the J. Aron Products were discharged out of the Storage Tanks.

Previous wording

On May 3, 2023, our Board of Directors approved an increase in the repurchase authorization of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”) from $500.0 million to $1.0 billion and extended the program expiration date to December 2025. 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. During the three months ended March 31, 2024, we purchased 2,561,060 shares of PBF Energy’s Class A common stock under the Repurchase Program for $125.0 million, inclusive of commissions paid, through open market transactions. During the three months ended March 31, 2023, the Company purchased 4,047,286 shares of PBF Energy’s Class A common stock under the Repurchase Program for $167.6 million, inclusive of commissions paid, through open market transactions. Please see “Note 7 - Equity” of our Notes to Consolidated Financial Statements, for additional information.

Current wording

On December 12, 2022, the Board of Directors authorized the repurchase of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). 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. During the three and six months ended June 30, 2024, we purchased 1,952,089 and 4,513,149 shares of PBF Energy’s Class A common stock under the Repurchase Program for $100.1 million and $225.1 million, respectively, inclusive of commissions paid, through open market transactions. During the three and six months ended June 30, 2023, the Company purchased 2,663,591 and 6,710,877 shares of PBF Energy’s Class A common stock under the Repurchase Program for $100.0 million and $267.6 million, respectively, inclusive of commissions paid, through open market transactions. Please see “Note 7 - Equity” of our Notes to Consolidated Financial Statements, for additional information.

Previous wording

The tables below reflect our consolidated financial and operating highlights for the three months ended March 31, 2024 and 2023 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries, excluding the assets operated by PBFX, are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX is an indirect wholly-owned subsidiary of PBF Energy that operates certain logistics assets such as crude oil and refined products terminals, pipelines, and storage facilities. PBFX’s operations represent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third-party revenues and a significant portion of its operating results are eliminated in consolidation.

Current wording

The tables below reflect our consolidated financial and operating highlights for the three and six months ended June 30, 2024 and 2023 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries, excluding the assets operated by PBFX, are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX is an indirect wholly-owned subsidiary of PBF Energy that operates certain logistics assets such as crude oil and refined products terminals, pipelines, and storage facilities. PBFX’s operations represent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third-party revenues and a significant portion of its operating results are eliminated in consolidation.

Previous wording

Overview— PBF Energy net income was $107.5 million for the three months ended March 31, 2024 compared to net income of $385.9 million for the three months ended March 31, 2023. Net income attributable to PBF Energy stockholders was $106.6 million, or $0.86 per diluted share, for the three months ended March 31, 2024 ($0.86 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $0.85 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 $382.1 million, or $2.86 per diluted share, for the three months ended March 31, 2023 ($2.86 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $2.76 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). 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. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended March 31, 2024 and 2023.

Current wording

Overview— PBF Energy net loss was $66.0 million for the three months ended June 30, 2024 compared to net income of $1,030.4 million for the three months ended June 30, 2023. Net loss attributable to PBF Energy stockholders was $65.2 million, or $(0.56) per diluted share, for the three months ended June 30, 2024, ($(0.56) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(0.54) 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 of $1,020.4 million, or $7.88 per diluted share, for the three months ended June 30, 2023 ($7.88 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $2.29 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). 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 expense. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended June 30, 2024 and June 30, 2023.

Previous wording

Revenues—Revenues totaled $8.6 billion for the three months ended March 31, 2024 compared to $9.3 billion for the three months ended March 31, 2023, a decrease of approximately $0.7 billion, or 7.5%. Revenues per barrel were $93.98 and $101.97 for the three months ended March 31, 2024 and 2023, respectively, a decrease of 7.8% directly related to lower hydrocarbon commodity prices. For the three months ended March 31, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 312,700 bpd, 112,300 bpd, 170,800 bpd and 301,600 bpd, respectively. For the three months ended March 31, 2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 326,400 bpd, 93,200 bpd, 169,100 bpd and 262,500 bpd, respectively. For the three months ended March 31, 2024, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 368,100 bpd, 125,600 bpd, 168,900 bpd and 348,300 bpd, respectively. For the three months ended March 31, 2023, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 381,900 bpd, 115,700 bpd, 178,600 bpd and 336,700 bpd, respectively.

Current wording

Revenues—Revenues totaled $8.7 billion for the three months ended June 30, 2024 compared to $9.2 billion for the three months ended June 30, 2023, a decrease of approximately $0.5 billion, or 5.4%. Revenues per barrel were $96.56 and $95.65 for the three months ended June 30, 2024 and 2023, respectively, an increase of 1.0% directly related to higher hydrocarbon commodity prices. For the three months ended June 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 319,700 bpd, 139,800 bpd, 165,100 bpd and 296,700 bpd, respectively. For the three months ended June 30, 2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 304,100 bpd, 158,500 bpd, 169,300 bpd and 303,900 bpd, respectively. For the three months ended June 30, 2024, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 352,000 bpd, 147,800 bpd, 152,400 bpd and 342,000 bpd, respectively. For the three months ended June 30, 2023, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 348,300 bpd, 162,900 bpd, 178,100 bpd and 362,800 bpd, respectively.

Previous wording

Overall average throughput rates were higher in the three months ended March 31, 2024 due to decreased maintenance activity when compared to the same period in 2023. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were slightly higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Current wording

Overall average throughput rates at our refineries were lower in the three months ended June 30, 2024 due to increased maintenance activity when compared to the same period in 2023. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Previous wording

Consolidated Gross Margin—Consolidated gross margin totaled $218.2 million for the three months ended March 31, 2024, compared to $576.4 million for the three months ended March 31, 2023, a decrease of approximately $358.2 million. Gross refining margin totaled $958.3 million, or $11.73 per barrel of throughput for the three months ended March 31, 2024 compared to $1,405.8 million, or $18.35 per barrel of throughput for the three months ended March 31, 2023, a decrease of approximately $447.5 million. Consolidated gross margin and gross refining margin decreased due to unfavorable movements in the crack spreads at the majority of our refineries. During the three months ended March 31, 2024 and March 31, 2023, our refining margin calculations were not impacted by special items.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $6.3 million for the three months ended June 30, 2024 compared to $510.4 million for the three months ended June 30, 2023, a decrease of approximately $504.1 million. Gross refining margin totaled $681.1 million, or $8.12 per barrel of throughput for the three months ended June 30, 2024 compared to $1,160.2 million, or $13.62 per barrel of throughput for the three months ended June 30, 2023, a decrease of approximately $479.1 million. Consolidated gross margin and gross refining margin decreased due to unfavorable movements in crack spreads and crude oil differentials and lower throughput volumes and barrels sold at the majority of our refineries, coupled with significant maintenance activity. During both the three months ended June 30, 2024 and June 30, 2023, our refining margin calculations were not impacted by special items.

Previous wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $129.7 million for the three months ended March 31, 2024 compared to $181.1 million for the three months ended March 31, 2023.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $116.0 million for the three months ended June 30, 2024 compared to $289.1 million for the three months ended June 30, 2023.

Previous wording

Average industry margins were unfavorable during the three months ended March 31, 2024 compared to the same period in 2023, primarily due to decreased refining margins as a result of unfavorable movements in the crack spreads at the majority of our refineries.

Current wording

Average industry margins were unfavorable during the three months ended June 30, 2024 compared to the same period in 2023, primarily due to decreased refining margins as a result of unfavorable supply and demand dynamics that impacted crack spreads.

Previous wording

Favorable movements in these benchmark crude differentials typically result in lower crude costs and positively impact our earnings while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.

Current wording

Favorable movements in benchmark crude differentials typically result in lower crude costs and positively impact our earnings while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.

Previous wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $21.05 per barrel, or 33.2% lower, in the three months ended March 31, 2024, as compared to $31.53 per barrel in the same period in 2023. Our margins were positively impacted from our refinery specific slate on the East Coast by strengthened WTI/Bakken differential which increased by $5.60 per barrel, partially offset by a weakened Dated Brent/Maya which decreased by $4.77 per barrel, in comparison to the same period in 2023. The WTI/WCS differential decreased to $17.57 per barrel in the three months ended March 31, 2024 compared to $19.30 in the same period in 2023, which unfavorably impacted our cost of heavy Canadian crude.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $21.46 per barrel, or 25.1% lower, in the three months ended June 30, 2024, as compared to $28.66 per barrel in the same period in 2023. Our margins were positively impacted from our refinery specific slate on the East Coast by strengthened WTI/Bakken differential, which increased by $2.60 per barrel, partially offset by weakened Dated Brent/Maya differential, which decreased by $2.56 per barrel in comparison to the same period in 2023. The WTI/WCS differential increased to $13.60 per barrel in the three months ended June 30, 2024 compared to $13.49 in the same period in 2023, which favorably impacted our cost of heavy Canadian crude.

Previous wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $17.15 per barrel, or 41.0% lower, in the three months ended March 31, 2024 as compared to $29.07 per barrel in the same period in 2023. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by a strengthening WTI/Bakken and WTI/Syncrude differentials, which increased by $5.60 and $6.85 per barrel, respectively, in comparison to the same period in 2023.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $19.48 per barrel, or 30.0% lower, in the three months ended June 30, 2024 as compared to $27.82 per barrel in the same period in 2023. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by a strengthening WTI/Bakken and WTI/Syncrude differential differentials, which increased by $2.60 and $1.43 per barrel, respectively, in comparison to the same period in 2023.

Previous wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $24.46 per barrel, or 28.3% lower, in the three months ended March 31, 2024 as compared to $34.12 per barrel in the same period in 2023. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthened WTI/LLS differential, which averaged a premium of $2.70 per barrel for the three months ended March 31, 2024 as compared to a premium of $2.93 per barrel in the same period of 2023.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $18.48 per barrel, or 30.0% lower, in the three months ended June 30, 2024 as compared to $26.41 per barrel in the same period in 2023. Margins on the Gulf Coast were negatively impacted from our refinery specific slate by a weakened WTI/LLS differential, which averaged a premium of $2.84 per barrel for the three months ended June 30, 2024 as compared to a premium of $2.05 per barrel in the same period of 2023.

Previous wording

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $29.00 per barrel, or 24.6% lower, in the three months ended March 31, 2024 as compared to $38.45 per barrel in the same period in 2023. Additionally (West Coast) 3-2-1 industry crack spread was $27.93 per barrel, or 28.7% lower, in the three months ended March 31, 2024 as compared to $39.16 per barrel in the same period in 2023. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakening WTI/ANS differential, which averaged a premium of $4.31 per barrel for the three months ended March 31, 2024 as compared to a premium of $3.04 per barrel in the same period of 2023.

Current wording

On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $27.44 per barrel, or 18.6% lower, in the three months ended June 30, 2024 as compared to $33.73 per barrel in the same period in 2023. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $29.92 per barrel, or 10.8% lower, in the three months ended June 30, 2024 as compared to $33.56 per barrel in the same period in 2023. Our margins on the West Coast were negatively impacted from our refinery specific slate by weakened WTI/ANS differential, which averaged a premium of $5.60 per barrel for the three months ended June 30, 2024 as compared to a premium of $4.70 per barrel in the same period of 2023.

Previous wording

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $144.6 million for the three months ended March 31, 2024 (including $141.4 million recorded within Cost of sales) compared to $143.8 million for the three months ended March 31, 2023 (including $141.9 million recorded within Cost of sales), an increase of approximately $0.8 million. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed since the first quarter of 2023.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $158.1 million for the three months ended June 30, 2024 (including $154.8 million recorded within Cost of sales) compared to $144.5 million for the three months ended June 30, 2023 (including $142.2 million recorded within Cost of sales), an increase of $13.6 million. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed since the second quarter of 2023.

Previous wording

Change in Fair Value of Catalyst Obligations— Change in fair value of catalyst obligations represented a gain of $0.7 million for the three months ended March 31, 2023. This gain related to the change in fair value of the precious metals underlying the sale and leaseback of our refineries’ precious metal catalysts, which we were obligated to repurchase at fair market value upon lease termination.

Current wording

Change in fair value of catalyst obligations— Change in fair value of catalyst obligations represented a gain of $0.5 million for the three months ended June 30, 2023. This gain related to the change in fair value of the precious metals underlying the sale and leaseback of our refineries’ precious metal catalysts, which we were obligated to repurchase at fair market value upon lease termination. During September 2023, we settled our remaining outstanding precious metal financing arrangement.

Previous wording

Our results for the three months ended March 31, 2024 were positively impacted by special items consisting of our share of the change to the SBR lower of cost or market (“LCM”) inventory reserve of $6.6 million, or $4.9 million net of tax and a change in fair value of our earn-out obligation associated with the acquisition of the Martinez refinery and logistics assets (the “Martinez Contingent Consideration”) of $3.3 million, or $2.4 million net of tax, partially offset by a loss on the formation of the SBR equity method investment of $8.7 million, or $6.4 million net of tax. Our results for the three months ended March 31, 2023 were positively impacted by special items consisting of a change in fair value of the contingent consideration of $16.3 million, or $12.1 million net of tax, primarily related to the Martinez Contingent Consideration, 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.

Current wording

Our results for the six months ended June 30, 2024 were negatively impacted by special items consisting of our share of the change to the SBR LCM inventory reserve of $4.5 million, or $3.3 million net of tax and a change in fair value of the Martinez Contingent Consideration of $3.3 million, or $2.4 million net of tax, partially offset by a decrease to our gain on the formation of the SBR equity method investment of $8.7 million, or $6.4 million net of tax. Our results for the six months ended June 30, 2023 were positively impacted by special items consisting of a change in fair value of the Martinez Contingent Consideration of $32.9 million, or $24.3 million net of tax, a gain on the formation of the SBR equity method investment of $968.9 million, or $717.0 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.

Previous wording

Excluding the impact of these special items, when comparing our results to the three months ended March 31, 2023, we experienced an overall decrease in our refining margins due to unfavorable movements in crack spreads, as well as planned maintenance at our Delaware City and Toledo refineries. In addition, the planned and unplanned maintenance experienced at our West Coast refineries during the fourth quarter of 2023 extended into the first quarter of 2024. These decreasing metrics combined with the timing of our maintenance activities have negatively impacted our revenues, gross margin, and operating income in comparison to the same period in 2023. During the first quarter of 2023, despite heavy turnaround activity at our refineries, the stronger cracks resulted in overall higher margins as compared to the first quarter of 2024.

Current wording

Excluding the impact of these special items, when comparing our results to the six months ended June 30, 2023, we experienced an overall decrease in our refining margins due to unfavorable movements in crack spreads and crude oil differentials and lower throughput volumes and barrels sold, as well as significant maintenance at our East Coast, Mid-Continent and West Coast refineries. In addition, the planned and unplanned maintenance experienced at our West Coast refineries during the fourth quarter of 2023 extended into the first half of 2024. These decreasing metrics combined with the timing of our maintenance activities have negatively impacted our revenues, gross margin, and operating income in comparison to the same period in 2023. During the same period in 2023, despite heavy turnaround activity at our refineries, the stronger cracks resulted in overall higher margins.

Previous wording

Operating Expenses— Operating expenses totaled $688.1 million for the three months ended March 31, 2024 compared to $781.4 million for the three months ended March 31, 2023, a decrease of approximately $93.3 million, or 11.9%. Of the total $688.1 million in operating expenses, $654.7 million or $8.02 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $33.4 million related to expenses incurred by the Logistics segment ($749.0 million or $9.78 per barrel of throughput, and $32.4 million of operating expenses for the three months ended March 31, 2023 related to the Refining and Logistics segments, respectively). The decrease in operating expenses was mainly attributable to lower maintenance costs and lower energy costs due to a decrease in natural gas prices.

Current wording

Operating expenses— Operating expenses totaled $1,300.7 million for the six months ended June 30, 2024 compared to $1,378.4 million for the six months ended June 30, 2023, a decrease of approximately $77.7 million, or 5.6%. Of the total $1,300.7 million in operating expenses, $1,236.6 million or $7.47 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $64.1 million related to expenses incurred by the Logistics segment ($1,320.4 million or $8.16 per barrel of throughput, and $58.0 million of operating expenses for the six months ended June 30, 2023 related to the Refining and Logistics segments, respectively). The decrease in operating expenses in comparison to the same period in 2023 was mainly attributable to lower maintenance costs and lower energy costs due to a decrease in natural gas prices, partially offset by higher outside service costs.

Previous wording

General and Administrative Expenses— General and administrative expenses totaled $63.2 million for the three months ended March 31, 2024 compared to $60.0 million for the three months ended March 31, 2023, an increase of approximately $3.2 million or 5.3%. Our general and administrative expenses were slightly higher in comparison to the prior year due to higher employee-related expenses. General and administrative costs are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Current wording

General and administrative expenses— General and administrative expenses totaled $128.2 million for the six months ended June 30, 2024 compared to $164.2 million for the six months ended June 30, 2023, a decrease of approximately $36.0 million or 21.9%. The decrease in general and administrative expenses in comparison to the same period in 2023 was due to lower employee-related expenses, including incentive compensation. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Previous wording

Loss on formation of SBR equity method investment—There was a loss of $8.7 million for the three months ended March 31, 2024, associated with a reduction of our gain on formation of the SBR equity method investment.

Current wording

(Gain) loss on formation of SBR equity method investment—There was a loss of $8.7 million for the six months ended June 30, 2024, associated with a reduction of our gain on formation of the SBR equity method investment. There was a gain of $968.9 million for the six months ended June 30, 2023, resulting from the difference between the carrying value and fair value of the assets associated with the contributed SBR business.

Previous wording

Loss (Gain) on Sale of Assets— There was a net loss of $0.5 million for the three months ended March 31, 2024 related primarily to the sale of non-operating refinery assets. There was a net gain of $1.6 million for the three months ended March 31, 2023 related primarily to the sale of land at our Torrance refinery.

Current wording

Loss (gain) on sale of assets— There was a net loss of $0.7 million for the six months ended June 30, 2024 related primarily to the sale of non-operating refinery assets. There was a net gain of $1.4 million for the six months ended June 30, 2023 related primarily to the sale of a parcel of land at our Torrance refinery.

Previous wording

Change in Fair Value of Contingent Consideration, net— Change in fair value of contingent consideration represented a gain of $3.3 million and $16.3 million for the three months ended March 31, 2024 and March 31, 2023, respectively. These gains were primarily related to changes in the estimated fair value of the Martinez Contingent Consideration.

Current wording

Change in fair value of contingent consideration, net— Change in fair value of contingent consideration represented a gain of $3.3 million and $32.9 million for the six months ended June 30, 2024 and June 30, 2023, respectively. These gains were related to changes in the estimated fair value of the Martinez Contingent Consideration. Our final earn-out payment of $18.8 million was paid in full during the second quarter of 2024.

Previous wording

Interest Expense, net—PBF Energy interest expense totaled $10.5 million for the three months ended March 31, 2024 compared to $18.7 million for the three months ended March 31, 2023, a decrease of approximately $8.2 million. The net decrease is mainly attributable to the redemption of the PBFX 6.875% senior notes due 2023 (the “PBFX 2023 Senior Notes”) during the first quarter of 2023, the redemption of the 2025 Senior Notes in the third quarter of 2023, and the offering of our 2030 Senior Notes during the third quarter of 2023 at a reduced principal amount. Additionally, the early termination of the Third Inventory Intermediation Agreement in 2023 further reduced our interest expense. For the three months ended March 31, 2024, interest expense includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.

Current wording

Interest expense, net—Interest expense, net totaled $27.8 million for the six months ended June 30, 2024 compared to $32.5 million for the six months ended June 30, 2023, a decrease of approximately $4.7 million. The net decrease is mainly attributable to the redemption of the PBFX 6.875% senior notes due 2023 (the “PBFX 2023 Senior Notes”) during the first quarter of 2023, the redemption of the 2025 Senior Notes in the third quarter of 2023, and the offering of our 2030 Senior Notes during the third quarter of 2023 at a reduced principal amount. Additionally, the early termination of the Third Inventory Intermediation Agreement in 2023 further reduced our interest expense. For the six months ended June 30, 2024, interest expense includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.

Previous wording

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. However, two subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Energy Limited, are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed 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 three months ended March 31, 2024 and March 31, 2023. PBF Energy’s Condensed 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). PBF Energy’s effective tax rate, including the impact of noncontrolling interest, for the three months ended March 31, 2024 and March 31, 2023 was 20.6% and 24.9%, respectively.

Current wording

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. However, two subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Ltd., are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed 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 six months ended June 30, 2024 and June 30, 2023. PBF Energy’s Condensed 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). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the six months ended June 30, 2024 and June 30, 2023 was 5.5% and 25.3%, respectively.

Previous wording

The Non-GAAP measures presented include Adjusted Fully-Converted Net Income excluding special items, gross refining margin excluding special items, EBITDA excluding special items and net debt to capitalization ratio excluding special items. Special items for the periods presented relate to our share of the SBR LCM inventory adjustment, net changes in fair value of contingent consideration, gains on land sales, and loss on the formation of the SBR equity method investment. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. 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.

Current wording

The Non-GAAP measures presented include Adjusted Fully-Converted Net Income (Loss) excluding special items, gross refining margin excluding special items, EBITDA excluding special items and net debt to capitalization ratio excluding special items. Special items for the periods presented relate to our share of the SBR LCM inventory adjustment, net changes in fair value of contingent consideration, gains on land sales, and (gain) loss on the formation of the SBR equity method investment. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. 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.

Previous wording

Neither Adjusted Fully-Converted Net Income nor Adjusted Fully-Converted Net Income excluding special items should be considered an alternative to net income presented in accordance with GAAP. Adjusted Fully-Converted Net Income and Adjusted Fully-Converted Net Income excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently. The differences between Adjusted Fully-Converted and GAAP results are as follows:

Current wording

Neither Adjusted Fully-Converted Net Income (Loss) nor Adjusted Fully-Converted Net Income (Loss) excluding special items should be considered an alternative to net income (loss) presented in accordance with GAAP. Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently. The differences between Adjusted Fully-Converted and GAAP results are as follows:

Previous wording

The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three months ended March 31, 2024 and 2023 (in millions, except share and per share amounts):

Current wording

The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three and six months ended June 30, 2024 and 2023 (in millions, except share and per share amounts):

Previous wording

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, change in the fair value of catalyst obligations, our share of the SBR LCM inventory adjustment, net change in the fair value of contingent consideration, gains on land sales, loss on the formation of the SBR equity method investment and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

Current wording

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, change in the fair value of catalyst obligations, our share of the SBR LCM inventory adjustment, net change in the fair value of contingent consideration, gains on land sales, (gain) loss on the formation of the SBR equity method investment and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

Previous wording

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):

Current wording

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):

Previous wording

(2) Represents an adjustment to reflect PBF Energy’s estimated annualized statutory corporate tax rate of approximately 26.0% for the 2024 and 2023 periods, 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.

Current wording

(2) Represents an adjustment to reflect PBF Energy’s estimated annualized statutory corporate tax rate of approximately 26.0% for both the 2024 and 2023 periods, 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.

Previous wording

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. During the three months ended March 31, 2024, SBR recorded an adjustment to value its inventory to the LCM which increased its income from operations by $13.2 million. Our Equity loss in investee includes our 50% share of this adjustment. This LCM adjustment increased our income from operations and net income by $6.6 million and $4.9 million, respectively.

Current wording

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. During the three and six months ended June 30, 2024, SBR recorded adjustments to value its inventory to the LCM which decreased its income from operations by $4.1 million and increased its income from operations by $9.1 million, respectively. Our Equity loss in investee includes our 50% share of these adjustments. During the three and six months ended June 30, 2024, these LCM adjustments decreased our income from operations by $2.1 million and increased our income from operations by $4.5 million, respectively ($1.6 million and $3.3 million, respectively, net of tax). There were no such adjustments in any other periods presented.

Previous wording

Change in fair value of contingent consideration, net -During the three months ended March 31, 2024, we recorded a net change in fair value of the Martinez Contingent Consideration which increased income from operations and net income by $3.3 million and $2.4 million, respectively. During the three months ended March 31, 2023, we recorded a change in fair value of the Martinez Contingent Consideration, which increased income from operations and net income by $16.3 million and $12.1 million, respectively.

Current wording

Change in fair value of contingent consideration, net -During the six months ended June 30, 2024, we recorded a net change in fair value of the Martinez Contingent Consideration which increased income from operations by $3.3 million, or $2.4 million, net of tax. During the three and six months ended June 30, 2023, we recorded a change in fair value of the Martinez Contingent Consideration, which increased income from operations by $16.6 million and $32.9 million, respectively ($12.3 million and $24.3 million, respectively, net of tax). There was no such change in the three months ended June 30, 2024.

Previous wording

Loss on formation of SBR equity method investment - During the three months ended March 31, 2024, we recorded a reduction of our gain associated with the formation of the SBR equity method investment, which decreased income from operations and net income by $8.7 million and $6.4 million, respectively. There was no such gain or loss during the three months ended March 31, 2023.

Current wording

(Gain) loss on formation of SBR equity method investment - During the six months ended June 30, 2024, we recorded a reduction of our gain associated with the formation of the SBR equity method investment, which decreased income from operations and net income by $8.7 million and $6.4 million, respectively. During both the three and six months ended June 30, 2023, we recorded a gain resulting from the difference between the carrying value and the fair value of the assets associated with the contributed SBR business, which increased income from operations and net income by $968.9 million and $717.0 million, respectively. There was no such (gain) loss during the three months ended June 30, 2024.

Previous wording

Gain on land sales - During the three months ended March 31, 2023, we recorded a gain on the sale of a separate parcel of real property acquired as part of the Torrance refinery, but not part of the refinery itself, which increased income from operations and net income by $1.7 million and $1.3 million, respectively. There were no gains or losses on land sales during the three months ended March 31, 2024.

Current wording

Gain on land sales - During the six months ended June 30, 2023, we recorded a gain on the sale of a separate parcel of real property acquired as part of the Torrance refinery, but not part of the refinery itself, which increased income from operations and net income by $1.7 million and $1.3 million, respectively. There were no such gains in any other periods presented.

Previous wording

(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 three months ended March 31, 2024 and 2023, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 29,500 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three months ended March 31, 2023. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.

Current wording

(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 three and six months ended June 30, 2024 and 2023, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 5,306,955 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three months ended June 30, 2024 (zero shares for the six months ended June 30, 2024). Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 1,057,673 and 1,130,197 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and six months ended June 30, 2023, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.

Previous wording

Net cash provided by operating activities was $15.8 million for the three months ended March 31, 2024 compared to net cash provided by operating activities of $437.6 million for the three months ended March 31, 2023. Our operating cash flows for the three months ended March 31, 2024 include our net income of $107.5 million, depreciation and amortization of $148.5 million, pension and other post-retirement benefits costs of $13.0 million, stock-based compensation of $12.4 million, a loss on formation of the SBR equity method investment of $8.7 million, deferred income taxes of $5.2 million, loss from equity method investment of $0.8 million, and loss on sale of assets of $0.5 million, partially offset by a net change in the fair value of the Martinez Contingent Consideration of $3.3 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $277.5 million primarily driven by the timing of payments for accrued expenses, accounts payable, and payments made under the Tax Receivable Agreement. Our operating cash flows for the three months ended March 31, 2023 included our net income of $385.9 million, depreciation and amortization of $150.1 million, deferred income taxes of $42.4 million, pension and other post-retirement benefits costs of $12.0 million, and stock-based compensation of $9.2 million, partially offset by a net change in fair value of the Martinez Contingent Consideration of $16.3 million, net non-cash charges related to changes in fair value of our inventory repurchase obligations of $4.2 million, gain on sale of assets of $1.6 million, and a change in the fair value of our catalyst obligations of $0.7 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $139.2 million, driven by the timing of inventory purchases, payments for accrued expenses and accounts payable, and collections of accounts receivable. Change in accrued expenses was due primarily to a decrease in renewable energy credit and emissions obligations, as a result of a decrease in our unfunded RINs obligation.

Current wording

Net cash provided by operating activities was $441.1 million for the six months ended June 30, 2024 compared to net cash provided by operating activities of $505.7 million for the six months ended June 30, 2023. Our operating cash flows for the six months ended June 30, 2024 include our net income of $41.5 million, depreciation and amortization of $310.5 million, pension and other post-retirement benefits costs of $26.0 million, stock-based compensation of $21.0 million, loss from equity method investment of $13.2 million, deferred income taxes of $9.3 million, a loss on formation of the SBR equity method investment of $8.7 million, and a loss on sale of assets of $0.7 million, partially offset by a net change in the fair value of the Martinez Contingent Consideration of $3.3 million. In addition, net changes in operating assets and liabilities reflected cash proceeds of $13.5 million primarily driven by the timing of inventory purchases and payments to settle accounts payable. Our operating cash flows for the six months ended June 30, 2023 included our net income of $1,416.3 million, deferred income taxes of $311.6 million, depreciation and amortization of $299.7 million, pension and other post-retirement benefits costs of $23.9 million, stock-based compensation of $18.9 million, and net non-cash charges related to changes in fair value of our inventory repurchase obligations of $8.5 million, partially offset by a gain on formation of the SBR equity method investment of $968.9 million, net change in fair value of the Martinez Contingent Consideration of $32.9 million, gain on sale of assets of $1.4 million, and a change in the fair value of our catalyst obligations of $1.2 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $568.8 million, driven by the timing of inventory purchases, and payments for accrued expenses and accounts payable. The change in accrued expenses was due primarily to a decrease in renewable energy credit and emissions obligations, as a result of a decrease in our unfunded RINs obligation.

Previous wording

Net cash used in investing activities was $284.4 million for the three months ended March 31, 2024 compared to net cash used in investing activities of $378.7 million for the three months ended March 31, 2023. The net cash flows used in investing activities for the three months ended March 31, 2024 was comprised of cash outflows of capital expenditures totaling $139.6 million, expenditures for refinery turnarounds of $140.6 million, and expenditures for other assets of $4.5 million, partially offset by a return of capital from our equity method investee of $0.3 million. The net cash used in investing activities for the three months ended March 31, 2023 was comprised of cash outflows of capital expenditures totaling $239.8 million, expenditures for refinery turnarounds of $127.7 million, and expenditures for other assets of $15.6 million, partially offset by proceeds from the sale of assets of $4.4 million.

Current wording

Net cash used in investing activities was $617.6 million for the six months ended June 30, 2024 compared to net cash used in investing activities of $314.7 million for the six months ended June 30, 2023. The net cash flows used in investing activities for the six months ended June 30, 2024 was comprised of cash outflows of expenditures for refinery turnarounds of $400.2 million, capital expenditures totaling $193.1 million, and expenditures for other assets of $24.8 million, partially offset by a return of capital from our equity method investee of $0.5 million. The net cash used in investing activities for the six months ended June 30, 2023 was comprised of cash outflows of capital expenditures totaling $447.1 million, expenditures for refinery turnarounds of $268.0 million, and expenditures for other assets of $35.0 million, partially offset by return of capital from our equity method investee of $431.0 million and proceeds from the sale of assets of $4.4 million.

Previous wording

Net cash used in financing activities was $73.4 million for the three months ended March 31, 2024 compared to net cash used in financing activities of $646.4 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, net cash used in financing activities consisted of share repurchases of PBF Energy’s Class A Common stock of $125.0 million, dividends and distributions of $30.5 million, payments on finance leases of $3.0 million, and deferred financing costs and other of $0.1 million, partially offset by proceeds from insurance premium financing of $78.2 million and transactions made in connection with stock-based compensation plans of $7.0 million. For the three months ended March 31, 2023, net cash used in financing activities consisted of the redemption of the PBFX 2023 Senior Notes of $525.0 million, share repurchases of PBF Energy’s Class A Common stock of $167.6 million, distributions and dividends of $26.0 million, payments on finance leases of $2.9 million, and deferred financing costs and other of $0.5 million, partially offset by proceeds from insurance premium financing of $61.2 million and transactions made in connection with stock-based compensation plans of $14.4 million.

Current wording

Net cash used in financing activities was $239.8 million for the six months ended June 30, 2024 compared to net cash used in financing activities of $877.7 million for the six months ended June 30, 2023. For the six months ended June 30, 2024, net cash used in financing activities consisted of share repurchases of PBF Energy’s Class A Common stock of $225.1 million, dividends and distributions of $60.0 million, payments on finance leases of $6.1 million, and deferred financing costs and other of $0.1 million, partially offset by proceeds from insurance premium financing of $46.1 million and transactions made in connection with stock-based compensation plans of $5.4 million. For the six months ended June 30, 2023, net cash used in financing activities consisted of the redemption of the PBFX 2023 Senior Notes of $525.0 million, share repurchases of PBF Energy’s Class A Common stock of $267.6 million, payments related to the Martinez Contingent Consideration of $80.1 million, dividends and distributions of $53.1 million, payments on finance leases of $5.8 million, and deferred financing costs and other of $1.5 million, partially offset by proceeds from insurance premium financing of $35.0 million and transactions made in connection with stock-based compensation plans of $20.4 million.