PBF Energy Inc

Previous 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).

Current wording

As of September 30, 2024, PBF Energy owned 115,144,689 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 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

On June 28, 2023, the PBF Entities entered into a second amendment to the Third Inventory Intermediation Agreement to amend certain provisions in order to allow for the early termination of the Third Inventory Intermediation Agreement effective as of July 31, 2023.

Current wording

On June 28, 2023, the PBF Entities entered into a second amendment to the Third Inventory Intermediation Agreement to amend certain provisions in order to allow for the early termination of the Third Inventory Intermediation Agreement effective as of July 31, 2023. In conjunction with this early termination, we made a payment of $268.0 million for the inventory previously held by J. Aron, inclusive of $13.5 million of related costs associated with exiting the agreement.

Previous 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.

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 nine months ended September 30, 2024, we purchased 2,041,120 and 6,554,269 shares of PBF Energy’s Class A common stock under the Repurchase Program for $75.0 million and $300.1 million, respectively, inclusive of commissions paid, through open market transactions. During the three and nine months ended September 30, 2023, the Company purchased 2,320,179 and 9,031,056 shares of PBF Energy’s Class A common stock under the Repurchase Program for $115.0 million and $382.6 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 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.

Current wording

The tables below reflect our consolidated financial and operating highlights for the three and nine months ended September 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 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.

Current wording

Overview— PBF Energy net loss was $289.1 million for the three months ended September 30, 2024 compared to net income of $794.1 million for the three months ended September 30, 2023. Net loss attributable to PBF Energy stockholders was $285.9 million, or $(2.49) per diluted share, for the three months ended September 30, 2024, ($(2.50) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(1.50) 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 $786.4 million, or $6.11 per diluted share, for the three months ended September 30, 2023 ($6.11 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $6.61 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 (benefit) expense. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended September 30, 2024 and September 30, 2023.

Previous wording

Our results for the three months ended June 30, 2024 were negatively impacted by a special item consisting of our share of the change to the SBR lower of cost or market (“LCM”) inventory reserve of $2.1 million, or $1.6 million net of tax. Our results for the three months ended June 30, 2023 were positively impacted by special items consisting of 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 $16.6 million, or $12.3 million net of tax, and a gain associated with the formation of the SBR equity method investment of $968.9 million, or $717.0 million net of tax.

Current wording

Our results for the three months ended September 30, 2024 were negatively impacted by special items consisting of a non-cash, pre-tax lower of cost or market (“LCM”) inventory adjustment of approximately $154.5 million, or $114.3 million net of tax and our share of the adjustment to the SBR LCM inventory reserve of $0.3 million, or $0.2 million net of tax. Our results for the three months ended September 30, 2023 were negatively impacted by special items consisting of 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 $65.3 million, or $48.3 million net of tax, a loss of $5.7 million or $4.2 million net of tax, related to the extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, exit costs associated with the early termination of the Third Inventory Intermediation Agreement of $13.5 million or $10.0 million net of tax, and a loss associated with the formation of the SBR equity method investment of $3.2 million, or $2.4 million net of tax.

Previous wording

Excluding the impact of these special items, when comparing our results to the three 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 experienced at certain of our refineries. 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.

Current wording

Excluding the impact of these special items, when comparing our results to the three months ended September 30, 2023, we experienced an overall decrease in our refining margins due to unfavorable movements in crack spreads and certain crude oil differentials and lower throughput volumes and barrels sold. These decreasing metrics have negatively impacted our revenues, gross margin, and operating income in comparison to the same period in 2023.

Previous 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.

Current wording

Revenues—Revenues totaled $8.4 billion for the three months ended September 30, 2024 compared to $10.7 billion for the three months ended September 30, 2023, a decrease of approximately $2.3 billion, or 21.5%. Revenues per barrel were $89.20 and $111.69 for the three months ended September 30, 2024 and 2023, respectively, a decrease of 20.1% directly related to lower hydrocarbon commodity prices. For the three months ended September 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 307,200 bpd, 160,000 bpd, 164,600 bpd and 303,800 bpd, respectively. For the three months ended September 30, 2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 318,600 bpd, 152,600 bpd, 184,300 bpd and 284,200 bpd, respectively. For the three months ended September 30, 2024, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 342,200 bpd, 163,000 bpd, 160,100 bpd and 356,200 bpd, respectively. For the three months ended September 30, 2023, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 346,700 bpd, 160,000 bpd, 193,700 bpd and 344,100 bpd, respectively.

Previous wording

Overall average throughput rates at our refineries were lower in the six 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.

Current wording

Overall average throughput rates at our refineries remained consistent in the three months ended September 30, 2024 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

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.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $128.8 million for the three months ended September 30, 2024 compared to $167.5 million for the three months ended September 30, 2023.

Previous 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.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $16.22 per barrel, or 54.3% lower, in the three months ended September 30, 2024, as compared to $35.49 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 $2.85 per barrel, partially offset by a weakened Dated Brent/Maya differential, which decreased by $1.50 per barrel in comparison to the same period in 2023. The WTI/WCS differential decreased to $15.31 per barrel in the three months ended September 30, 2024 compared to $17.13 in the same period in 2023, which unfavorably impacted our cost of heavy Canadian crude.

Previous 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.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $17.47 per barrel, or 33.1% lower, in the three months ended September 30, 2024 as compared to $26.12 per barrel in the same period in 2023. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by strengthened WTI/Bakken and WTI/Syncrude differentials, which increased by $2.85 and $1.99 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 $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.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $16.02 per barrel, or 55.7% lower, in the three months ended September 30, 2024 as compared to $36.19 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 $2.10 per barrel for the three months ended September 30, 2024 as compared to a premium of $2.38 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 $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.

Current wording

On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $19.27 per barrel, or 61.6% lower, in the three months ended September 30, 2024 as compared to $50.22 per barrel in the same period in 2023. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $22.94 per barrel, or 53.1% lower, in the three months ended September 30, 2024 as compared to $48.88 per barrel in the same period in 2023. Our margins on the West Coast were positively impacted from our refinery specific slate by strengthened WTI/ANS differential, which averaged a premium of $3.67 per barrel for the three months ended September 30, 2024 as compared to a premium of $5.41 per barrel in the same period of 2023.

Previous wording

Operating expenses— Operating expenses totaled $612.6 million for the three months ended June 30, 2024 compared to $597.0 million for the three months ended June 30, 2023, an increase of $15.6 million, or 2.6%. Of the total $612.6 million of operating expenses for the three months ended June 30, 2024, $581.9 million, or $6.94 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $30.7 million related to expenses incurred by the Logistics segment ($571.4 million, or $6.71 per barrel, and $25.6 million of operating expenses for the three months ended June 30, 2023 related to the Refining and Logistics segments, respectively). The increase in operating expenses when compared to the same period in 2023 was mainly attributable to higher maintenance costs and outside service costs across our refineries, partially offset by lower energy costs due to a decrease in natural gas consumption.

Current wording

Operating expenses— Operating expenses totaled $649.7 million for the three months ended September 30, 2024 compared to $645.3 million for the three months ended September 30, 2023, an increase of $4.4 million, or 0.7%. Of the total $649.7 million of operating expenses for the three months ended September 30, 2024, $621.4 million, or $7.22 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $28.3 million related to expenses incurred by the Logistics segment ($615.8 million, or $7.12 per barrel, and $29.5 million of operating expenses for the three months ended September 30, 2023 related to the Refining and Logistics segments, respectively). The increase in operating expenses when compared to the same period in 2023 was mainly attributable to higher maintenance costs and outside service costs across our refineries, partially offset by lower energy costs due to an overall decrease in natural gas prices.

Previous wording

General and administrative expenses— General and administrative expenses totaled $65.0 million for the three months ended June 30, 2024 compared to $104.2 million for the three months ended June 30, 2023, a decrease of approximately $39.2 million or 37.6%. The decrease in general and administrative expenses for the three months ended June 30, 2024 in comparison to the three months ended June 30, 2023 is primarily related to lower employee-related expenses, including incentive compensation. Our general and administrative expenses 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 $65.4 million for the three months ended September 30, 2024 compared to $92.9 million for the three months ended September 30, 2023, a decrease of approximately $27.5 million or 29.6%. The decrease in general and administrative expenses for the three months ended September 30, 2024 in comparison to the three months ended September 30, 2023 is primarily related to lower employee-related expenses, including incentive compensation. Our general and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Previous wording

(Gain) loss on formation of SBR equity method investment— There was a gain of $968.9 million for the three months ended June 30, 2023, resulting from the difference between the carrying value and the fair value of the assets associated with the contributed SBR business. There was no such gain for the three months ended June 30, 2024.

Current wording

Loss on formation of SBR equity method investment— There was a de minimis loss of $3.2 million for the three months ended September 30, 2023, associated with a reduction of our gain on formation of the SBR equity method investment. There was no such gain or loss for the three months ended September 30, 2024.

Previous wording

Equity loss in investee— There was a loss of $12.4 million for the three months ended June 30, 2024 related to our equity share of our investment in SBR. There was no such loss for the three months ended June 30, 2023.

Current wording

Equity loss (income) in investee— There was a loss of $29.4 million and income of $14.6 million for the three months ended September 30, 2024 and September 30, 2023, respectively, related to our equity share of our investment in SBR.

Previous wording

Loss (gain) on sale of assets— There was a loss of $0.2 million for both the three months ended June 30, 2024 and June 30, 2023, related primarily to the sale of non-operating refinery assets.

Current wording

Loss on sale of assets— There was a loss of $0.1 million for the three months ended September 30, 2023, related primarily to the sale of non-operating refinery assets. There was no such gain or loss for the three months ended September 30, 2024.

Previous 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.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $161.8 million for the three months ended September 30, 2024 (including $158.5 million recorded within Cost of sales) compared to $143.9 million for the three months ended September 30, 2023 (including $140.1 million recorded within Cost of sales), an increase of $17.9 million. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed since the third quarter of 2023.

Previous wording

Change in fair value of contingent consideration— Change in fair value of contingent consideration represented a gain of $16.6 million for the three months ended June 30, 2023 and 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 three months ended June 30, 2024.

Current wording

Change in fair value of contingent consideration— Change in fair value of contingent consideration represented a loss of $65.3 million for the three months ended September 30, 2023 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

Change in fair value of catalyst obligations— Change in fair value of catalyst obligations represented a gain of $1.2 million for the six 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.

Current wording

Change in fair value of catalyst obligations— Change in fair value of catalyst obligations represented a loss of $0.1 million for the three months ended September 30, 2023. This loss 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

Interest expense, net— Interest expense, net totaled $17.3 million for the three months ended June 30, 2024 compared to $13.8 million for the three months ended June 30, 2023, an increase of approximately $3.5 million. For the three 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.

Current wording

Interest expense, net— Interest expense, net totaled $21.4 million for the three months ended September 30, 2024 compared to $22.7 million for the three months ended September 30, 2023, a decrease of approximately $1.3 million. For the three months ended September 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 (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 L.L.C (“Chalmette Refining”) and our Canadian subsidiary, PBF Energy Limited (“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 three 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 or PBFX (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 three months ended June 30, 2024 and June 30, 2023 was 28.0% and 25.4%, 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 Energy Limited (“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 three months ended September 30, 2024 and September 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 or PBFX (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 three months ended September 30, 2024 and September 30, 2023 was 29.2% and 24.5%, respectively.

Previous wording

Overview— PBF Energy net income was $41.5 million for the six months ended June 30, 2024 compared to net income of $1,416.3 million for the six months ended June 30, 2023. Net income attributable to PBF Energy stockholders was $41.4 million, or $0.33 per diluted share, for the six months ended June 30, 2024 ($0.33 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $0.34 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 of $1,402.5 million, or $10.67 per diluted share, for the six months ended June 30, 2023 ($10.67 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $5.06 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 six months ended June 30, 2024 and June 30, 2023.

Current wording

Overview— PBF Energy net loss was $247.6 million for the nine months ended September 30, 2024 compared to net income of $2,210.4 million for the nine months ended September 30, 2023. Net loss attributable to PBF Energy stockholders was $244.5 million, or $(2.09) per diluted share, for the nine months ended September 30, 2024 ($(2.11) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(1.12) 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 $2,188.9 million, or $16.76 per diluted share, for the nine months ended September 30, 2023 ($16.76 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $11.61 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 (benefit) expense. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the nine months ended September 30, 2024 and September 30, 2023.

Previous 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.

Current wording

Our results for the nine months ended September 30, 2024 were negatively impacted by special items consisting of a non-cash, pre-tax LCM inventory adjustment of approximately $154.5 million, or $114.3 million net of tax, and 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, partially offset by our share of the adjustment to the SBR LCM inventory reserve of $4.2 million, or $3.1 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. Our results for the nine months ended September 30, 2023 were positively impacted by special items consisting of a gain on the formation of the SBR equity method investment of $965.7 million, or $714.6 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 a change in fair value of the Martinez Contingent Consideration of $32.4 million, or $24.0 million net of tax, a loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility of $5.7 million or $4.2 million net of tax, 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.

Previous 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.

Current wording

Excluding the impact of these special items, when comparing our results to the nine months ended September 30, 2023, we experienced an overall decrease in our refining margins due to unfavorable movements in crack spreads and crude oil differentials and lower barrels sold at the majority of our 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

Revenues—Revenues totaled $17.4 billion for the six months ended June 30, 2024 compared to $18.5 billion for the six months ended June 30, 2023, a decrease of approximately $1.1 billion, or 5.9%. Revenues per barrel were $95.26 and $98.73 for the six months ended June 30, 2024 and 2023, respectively, a decrease of 3.5% directly related to lower hydrocarbon commodity prices. For the six months ended June 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 316,200 bpd, 126,100 bpd, 168,000 bpd and 299,200 bpd, respectively. For the six months ended June 30, 2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 315,200 bpd, 126,000 bpd, 169,200 bpd and 283,300 bpd, respectively. For the six months ended June 30, 2024, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 360,000 bpd, 136,700 bpd, 160,700 bpd and 345,200 bpd, respectively. For the six months ended June 30, 2023, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 365,000 bpd, 139,400 bpd, 178,250 bpd and 349,800 bpd, respectively.

Current wording

Revenues—Revenues totaled $25.8 billion for the nine months ended September 30, 2024 compared to $29.2 billion for the nine months ended September 30, 2023, a decrease of approximately $3.4 billion, or 11.6%. Revenues per barrel were $93.20 and $103.13 for the nine months ended September 30, 2024 and 2023, respectively, a decrease of 9.6% directly related to lower hydrocarbon commodity prices. For the nine months ended September 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 313,200 bpd, 137,400 bpd, 166,900 bpd and 300,700 bpd, respectively. For the nine months ended September 30, 2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 316,300 bpd, 135,000 bpd, 174,300 bpd and 283,600 bpd, respectively. For the nine months ended September 30, 2024, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 354,000 bpd, 145,500 bpd, 160,500 bpd and 348,900 bpd, respectively. For the nine months ended September 30, 2023, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 358,900 bpd, 146,400 bpd, 183,500 bpd and 347,900 bpd, respectively.

Previous 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.

Current wording

Overall average throughput rates at our refineries were higher in the nine months ended September 30, 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 higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Previous wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $245.7 million for the six months ended June 30, 2024 compared to $470.2 million for the six months ended June 30, 2023.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $374.5 million for the nine months ended September 30, 2024 compared to $637.7 million for the nine months ended September 30, 2023.

Previous wording

Average industry margins were unfavorable during the six 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.

Current wording

Average industry margins were unfavorable during the nine months ended September 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

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $21.26 per barrel, or 29.3% lower, in the six months ended June 30, 2024, as compared to $30.09 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 $4.09 per barrel, partially offset by weakened Dated Brent/Maya differential, which decreased by $4.05 per barrel, in comparison to the same period in 2023. The WTI/WCS differential decreased to $15.58 per barrel in the six months ended June 30, 2024 compared to $16.42 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 $19.56 per barrel, or 38.7% lower, in the nine months ended September 30, 2024, as compared to $31.89 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 $3.67 per barrel, partially offset by a weakened Dated Brent/Maya differential, which decreased by $1.64 per barrel, in comparison to the same period in 2023. The WTI/WCS differential decreased to $15.46 per barrel in the nine months ended September 30, 2024 compared to $16.66 in the same period in 2023, which unfavorably impacted our cost of heavy Canadian crude.

Previous wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $18.33 per barrel, or 35.5% lower, in the six months ended June 30, 2024 as compared to $28.44 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 $4.09 and $4.16 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 $18.04 per barrel, or 34.8% lower, in the nine months ended September 30, 2024 as compared to $27.67 per barrel in the same period in 2023. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by strengthened WTI/Bakken and WTI/Syncrude differentials, which increased by $3.67 and $3.41 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 $21.42 per barrel, or 29.2% lower, in the six months ended June 30, 2024 as compared to $30.26 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 $2.77 per barrel for the six months ended June 30, 2024 as compared to a premium of $2.50 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 $19.60 per barrel, or 39.2% lower, in the nine months ended September 30, 2024 as compared to $32.24 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 $2.55 per barrel for the nine months ended September 30, 2024 as compared to a premium of $2.46 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 $28.21 per barrel, or 21.8% lower, in the six months ended June 30, 2024 as compared to $36.08 per barrel in the same period in 2023. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $28.94 per barrel, or 20.4% lower, in the six months ended June 30, 2024 as compared to $36.36 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 $4.97 per barrel for the six months ended June 30, 2024 as compared to a premium of $3.87 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 $25.19 per barrel, or 38.3% lower, in the nine months ended September 30, 2024 as compared to $40.80 per barrel in the same period in 2023. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $26.92 per barrel, or 33.6% lower, in the nine months ended September 30, 2024 as compared to $40.53 per barrel in the same period in 2023. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakened WTI/ANS differential, which averaged a premium of $4.53 per barrel for the nine months ended September 30, 2024 as compared to a premium of $4.38 per barrel in the same period of 2023.

Previous 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.

Current wording

Operating expenses— Operating expenses totaled $1,950.4 million for the nine months ended September 30, 2024 compared to $2,023.7 million for the nine months ended September 30, 2023, a decrease of approximately $73.3 million, or 3.6%. Of the total $1,950.4 million in operating expenses, $1,858.0 million or $7.39 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $92.4 million related to expenses incurred by the Logistics segment ($1,936.2 million or $7.80 per barrel of throughput, and $87.5 million of operating expenses for the nine months ended September 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 $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.

Current wording

General and administrative expenses— General and administrative expenses totaled $193.6 million for the nine months ended September 30, 2024 compared to $257.1 million for the nine months ended September 30, 2023, a decrease of approximately $63.5 million or 24.7%. 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

(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.

Current wording

Loss (gain) on formation of SBR equity method investment—There was a loss of $8.7 million for the nine months ended September 30, 2024, associated with a reduction of our gain on formation of the SBR equity method investment. There was a gain of $965.7 million for the nine months ended September 30, 2023, resulting from the difference between the carrying value and fair value of the assets associated with the contributed SBR business.

Previous wording

Equity loss in investee— There was a loss of $13.2 million for the six months ended June 30, 2024 related to our equity share of our investment in SBR. There was no such loss for the six months ended June 30, 2023.

Current wording

Equity loss (income) in investee— There was a loss of $42.6 million and income of $14.6 million for the nine months ended September 30, 2024 and September 30, 2023, respectively, related to our equity share of our investment in SBR.

Previous 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.

Current wording

Loss (gain) on sale of assets— There was a net loss of $0.7 million for the nine months ended September 30, 2024 related primarily to the sale of non-operating refinery assets. There was a net gain of $1.3 million for the nine months ended September 30, 2023 related primarily to the sale of a parcel of land at our Torrance refinery.