PBF Energy Inc.

Previous wording

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. We own and operate six domestic oil refineries and related assets and own a 50% interest in the Renewable Diesel Facility through our SBR equity method investment. Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.7 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. We operate in two reportable business segments: Refining and Logistics. Our six oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX operates certain logistical assets such as crude oil and refined products terminals, pipelines, and storage facilities, which represent the Logistics segment.

Current wording

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. We own and operate six domestic oil refineries and related assets and own a 50% interest in the Renewable Diesel Facility through our SBR equity method investment. Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. We operate in two reportable business segments: Refining and Logistics. Our six oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX operates certain logistical assets such as crude oil and refined products terminals, pipelines, and storage facilities, which represent the Logistics segment.

Previous 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).

Current wording

As of March 31, 2025, PBF Energy owned 115,678,288 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, 2024, respectively).

Previous wording

We and our subsidiaries have entered into various agreements with SBR, primarily related to the sale and purchase of environmental credits and hydrocarbon products. Refer to “Note 5 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for transactions with SBR.

Current wording

We and our subsidiaries have various agreements with SBR, primarily related to the sale and purchase of environmental credits and hydrocarbon products. Refer to “Note 5 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for transactions with SBR.

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 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.

Current wording

On December 12, 2022, the Company’s 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 an expiration date of December 2025. During the three months ended March 31, 2025, we did not purchase any shares of PBF Energy’s Class A common stock under the Repurchase Program. During the three months ended March 31, 2024, the Company 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. Refer to “Note 7 - Equity” of our Notes to Consolidated Financial Statements, for additional information.

Previous wording

As of both September 30, 2024 and December 31, 2023, PBF Energy recognized a liability for the Tax Receivable Agreement of $291.8 million and $336.6 million, respectively, reflecting the estimate of the undiscounted amounts that we expected to pay under the agreement. As of September 30, 2024, $121.8 million of the Tax Receivable Agreement obligation was recorded as a current liability and represents our best estimate of payments to be made within a year. As of December 31, 2023, $43.0 million of the Tax Receivable Agreement obligation was recorded as a current liability and represented the amount paid in January 2024 related to the 2022 tax year. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets.

Current wording

As of March 31, 2025 and December 31, 2024, PBF Energy recognized a liability for the Tax Receivable Agreement of $168.2 million and $293.6 million, respectively, reflecting the estimate of the undiscounted amounts that we expected to pay under the agreement. As of December 31, 2024, $125.4 million of the Tax Receivable Agreement obligation was recorded as a current liability and represented the amount paid in January 2025 related to the 2023 tax year. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets.

Previous 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.

Current wording

The tables below reflect our consolidated financial and operating highlights for the three months ended March 31, 2025 and 2024 (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 $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.

Current wording

Overview— PBF Energy net loss was $405.9 million for the three months ended March 31, 2025 compared to net income of $107.5 million for the three months ended March 31, 2024. Net loss attributable to PBF Energy stockholders was $401.8 million, or $(3.53) per diluted share, for the three months ended March 31, 2025 ($(3.53) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(3.09) 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 $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). 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 March 31, 2025 and March 31, 2024.

Previous 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.

Current wording

Our results for the three months ended March 31, 2025 were negatively impacted by a special item consisting of expenses associated with the Martinez fire of approximately $78.1 million, or $57.8 million net of tax, partially offset by our share of the adjustment to the SBR lower of cost or market (“LCM”) (“SBR LCM”) inventory reserve of $8.7 million, or $6.4 million net of tax. Our results for the three months ended March 31, 2024 were positively impacted by special items consisting of our share of the adjustment to the SBR LCM inventory reserve of $6.6 million, or $4.9 million net of tax and a change in fair value of the 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.

Previous 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.

Current wording

Excluding the impact of these special items, when comparing our results to the three months ended March 31, 2024, 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 fire that occurred at our Martinez refinery during preliminary turnaround activities, resulted in the temporary shutdown of refinery operations. These decreasing metrics combined with the Martinez fire have negatively impacted our revenues, gross margin, and operating income in comparison to the same period in 2024.

Previous 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.

Current wording

Revenues—Revenues totaled $7.1 billion for the three months ended March 31, 2025 compared to $8.6 billion for the three months ended March 31, 2024, a decrease of approximately $1.5 billion, or 17.4%. Revenues per barrel were $88.33 and $93.98 for the three months ended March 31, 2025 and 2024, respectively, a decrease of 6.0% directly related to lower hydrocarbon commodity prices. For the three months ended March 31, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 262,200 bpd, 137,400 bpd, 157,800 bpd and 173,000 bpd, respectively. 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, 2025, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 300,300 bpd, 143,000 bpd, 154,000 bpd and 291,600 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.

Previous 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.

Current wording

Overall average throughput rates at our refineries were lower in the three months ended March 31, 2025 due to increased maintenance activity and unplanned downtime related to the Martinez fire when compared to the same period in 2024. 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 and gross refining margin for the nine months ended September 30, 2024 were negatively impacted by a non-cash LCM adjustment of approximately $154.5 million resulting from the decrease in crude oil and refined product prices from the year ended 2023 to the end of the third quarter of 2024. Gross refining margin excluding special items decreased due to unfavorable movements in crack spreads and crude oil differentials and lower barrels sold at the majority of our refineries, coupled with the timing of our maintenance activity. Consolidated gross margin and gross refining margin were not impacted by special items during the nine months ended September 30, 2023.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $(420.2) million for the three months ended March 31, 2025, compared to $218.2 million for the three months ended March 31, 2024, a decrease of approximately $638.4 million. Gross refining margin totaled $391.7 million, or $5.96 per barrel of throughput for the three months ended March 31, 2025 compared to $958.3 million, or $11.73 per barrel of throughput for the three months ended March 31, 2024, a decrease of approximately $566.6 million. Consolidated gross margin and gross refining margin decreased due to unfavorable movements in crack spreads and crude oil differentials and lower barrels sold at the majority of our refineries, coupled with the temporary shutdown of the Martinez refinery operations. During both the three months ended March 31, 2025 and March 31, 2024, 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 $128.8 million for the three months ended September 30, 2024 compared to $167.5 million for the three months ended September 30, 2023.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $120.0 million for the three months ended March 31, 2025 compared to $129.7 million for the three months ended March 31, 2024.

Previous 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.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $16.89 per barrel, or 19.8% lower, in the three months ended March 31, 2025, as compared to $21.05 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate on the East Coast by weakened Dated Brent/Maya and WTI/Bakken differentials which decreased by $3.14 and $0.96 per barrel, respectively, in comparison to the same period in 2024. The WTI/WCS differential decreased to $13.18 per barrel in the three months ended March 31, 2025 compared to $17.57 in the same period in 2024, 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 $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.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $13.73 per barrel, or 19.9% lower, in the three months ended March 31, 2025 as compared to $17.15 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by weakened WTI/Syncrude and WTI/Bakken differentials, which decreased by $1.12 and $0.96 per barrel, respectively, in comparison to the same period in 2024.

Previous 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.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $17.27 per barrel, or 29.4% lower, in the three months ended March 31, 2025 as compared to $24.46 per barrel in the same period in 2024. Margins on the Gulf Coast were negatively impacted from our refinery specific slate by a weakened WTI/LLS differential, which averaged a premium of $2.91 per barrel for the three months ended March 31, 2025 as compared to a premium of $2.70 per barrel in the same period of 2024.

Previous 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.

Current wording

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $23.09 per barrel, or 20.4% lower, in the three months ended March 31, 2025 as compared to $29.00 per barrel in the same period in 2024. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $25.55 per barrel, or 8.5% lower, in the three months ended March 31, 2025 as compared to $27.93 per barrel in the same period in 2024. 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 $4.37 per barrel for the three months ended March 31, 2025 as compared to a premium of $4.31 per barrel in the same period of 2024.

Previous 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.

Current wording

Operating expenses— Operating expenses totaled $731.8 million for the three months ended March 31, 2025 compared to $688.1 million for the three months ended March 31, 2024, an increase of approximately $43.7 million, or 6.4%. Of the total $731.8 million in operating expenses, $706.3 million or $10.74 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $25.5 million related to expenses incurred by the Logistics segment ($654.7 million or $8.02 per barrel of throughput, and $33.4 million of operating expenses for the three months ended March 31, 2024 related to the Refining and Logistics segments, respectively). The increase in operating expenses in comparison to the same period in 2024 was mainly attributable to higher maintenance expenses at our Martinez refinery due to the fire incident that took place in February 2025. Additionally, we experienced higher energy costs at certain of our refineries due to an increase in natural gas prices and volumes.

Previous 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.

Current wording

General and administrative expenses— General and administrative expenses totaled $70.4 million for the three months ended March 31, 2025 compared to $63.2 million for the three months ended March 31, 2024, an increase of approximately $7.2 million or 11.4%. The increase in general and administrative expenses in comparison to the same period in 2024 was primarily due to higher employee-related expenses and outside services. 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 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.

Current 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.

Previous 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.

Current wording

Equity loss in investee— There was a loss of $17.0 million and $0.8 million for the three months ended March 31, 2025 and March 31, 2024, respectively, related to our equity share of our investment in SBR.

Previous 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.

Current wording

Loss 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.

Previous 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.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $171.3 million for the three months ended March 31, 2025 (including $167.7 million recorded within Cost of sales) compared to $144.6 million for the three months ended March 31, 2024 (including $141.4 million recorded within Cost of sales), an increase of approximately $26.7 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 2024.

Previous 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.

Current wording

Change in fair value of contingent consideration, net— Change in fair value of contingent consideration represented a gain of $3.3 million for the three months ended March 31, 2024. This gain was 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— 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.

Current wording

Interest expense, net—Interest expense, net totaled $36.9 million for the three months ended March 31, 2025 compared to $10.5 million for the three months ended March 31, 2024, an increase of approximately $26.4 million. The net increase is mainly attributable to higher interest cost associated with the issuance of the 2030 9.875% Senior Notes in March 2025 and higher outstanding borrowings on our Revolving Credit Facility. Additionally, there was a $13.3 million decrease in interest income earned during the three months ended March 31, 2025 driven by lower interest rates in comparison to the same period in the prior year. For the three months ended March 31, 2025, 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 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.

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 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 March 31, 2025 and March 31, 2024. 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 three months ended March 31, 2025 and March 31, 2024 was 26.1% and 20.6%, respectively.

Previous 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 LCM inventory adjustments, our share of the SBR LCM inventory adjustment, net changes in fair value of contingent consideration, loss (gain) on the formation of the SBR equity method investment, loss on extinguishment of debt and termination of Inventory Intermediation Agreement, and gain on land sales. 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, expenses associated with the Martinez fire, net changes in fair value of contingent consideration, 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.

Previous wording

The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three and nine months ended September 30, 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 months ended March 31, 2025 and 2024 (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, LCM inventory adjustment, our share of the SBR LCM inventory adjustment, net change in the fair value of contingent consideration, loss (gain) on the formation of the SBR equity method investment, loss on extinguishment of debt, gain on land sales, and certain other non-cash items. 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, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez fire, net change in the fair value of contingent consideration, 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

SBR LCM inventory adjustment- During the three and nine months ended September 30, 2024, SBR recorded adjustments to value its inventory to the LCM which decreased its income from operations by $0.6 million and increased its income from operations by $8.5 million, respectively. Our Equity loss in investee includes our 50% share of these adjustments. During the three and nine months ended September 30, 2024, these LCM adjustments decreased our income from operations by $0.3 million and increased our income from operations by $4.2 million, respectively ($0.2 million and $3.1 million, respectively, net of tax). There were no such adjustments in any other periods presented.

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 months ended March 31, 2025 and March 31, 2024, SBR recorded adjustments to the LCM which increased its income from operations by $17.4 million and $13.2 million, respectively. Our Equity loss in investee includes our 50% share of these adjustments. For the three months ended March 31, 2025 and March 31, 2024, these LCM adjustments increased our income from operations by $8.7 million and $6.6 million, respectively ($6.4 million and $4.9 million, respectively, net of tax).

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 a loss of $32.4 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. These gains and losses 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.

Current wording

Change in fair value of contingent consideration, net -There was no change in the fair value of the Martinez Contingent Consideration during the three months ended March 31, 2025 as the final earn-out payment of $18.8 million was paid in full during the second quarter of 2024. During the three months ended March 31, 2024, we recorded a 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.

Previous wording

Loss (gain) on formation of SBR equity method investment - During the nine months ended September 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 the three months ended September 30, 2023, 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 $3.2 million and $2.4 million, respectively. During the nine months ended September 30, 2023, we recorded a net 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 $965.7 million and $714.6 million, respectively. There was no such (gain) loss during the three months ended September 30, 2024.

Current 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 loss during the three months ended March 31, 2025.

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 and nine months ended September 30, 2024 and 2023, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 4,693,222 and 4,630,480 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the three and nine months ended September 30, 2024. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 2,000 and 28,809 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the three and nine months ended September 30, 2023, respectively. 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 months ended March 31, 2025 and 2024, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 6,955,541 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, 2025. 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 $373.1 million for the nine months ended September 30, 2024 compared to net cash provided by operating activities of $1,032.6 million for the nine months ended September 30, 2023. Our operating cash flows for the nine months ended September 30, 2024 include depreciation and amortization of $476.1 million, a net non-cash charge of $154.5 million relating to an LCM inventory adjustment, loss from equity method investment of $42.6 million, pension and other post-retirement benefits costs of $38.9 million, stock-based compensation of $30.1 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 our net loss of $247.6 million, deferred income taxes of $116.6 million, and 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 $11.0 million primarily driven by the timing of payments for accrued expenses. Our operating cash flows for the nine months ended September 30, 2023 included our net income of $2,210.4 million, depreciation and amortization of $448.3 million, deferred income taxes of $416.3 million, pension and other post-retirement benefits costs of $35.9 million, net change in fair value of the Martinez Contingent Consideration of $32.4 million, stock-based compensation of $27.7 million, net non-cash charges related to changes in fair value of our inventory repurchase obligations of $25.1 million, and loss on extinguishment of debt primarily related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility of $5.7 million, partially offset by a gain on formation of the SBR equity method investment of $965.7 million, income from equity method investment of $14.6 million, gain on sale of assets of $1.3 million, and a change in the fair value of our catalyst obligations of $1.1 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $1,186.5 million, driven by the timing of inventory purchases, payments for accrued expenses and collections of accounts receivable. 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.

Current wording

Net cash used in operating activities was $661.4 million for the three months ended March 31, 2025 compared to net cash provided by operating activities of $15.8 million for the three months ended March 31, 2024. Our operating cash flows for the three months ended March 31, 2025 included our net loss of $405.9 million, net changes in operating assets and liabilities reflecting uses of cash of $329.8 million, primarily driven by the timing of inventory purchases and payments made under the Tax Receivable Agreement, and deferred income taxes of $142.4 million, partially offset by depreciation and amortization of $175.2 million, loss from equity method investment of $17.0 million, pension and other post-retirement benefits costs of $13.1 million, and stock-based compensation of $11.4 million. Our operating cash flows for the three months ended March 31, 2024 included 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 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.

Previous wording

Net cash used in investing activities was $805.0 million for the nine months ended September 30, 2024 compared to net cash used in investing activities of $105.8 million for the nine months ended September 30, 2023. The net cash flows used in investing activities for the nine months ended September 30, 2024 was comprised of cash outflows of expenditures for refinery turnarounds of $447.7 million, capital expenditures totaling $294.9 million, contributions to our equity method investee of $35.0 million, and expenditures for other assets of $28.3 million, partially offset by a return of capital from our equity method investee of $0.9 million. The net cash used in investing activities for the nine months ended September 30, 2023 was comprised of cash outflows of capital expenditures totaling $577.9 million, expenditures for refinery turnarounds of $322.9 million, expenditures for other assets of $39.5 million, and contributions to our equity method investee of $15.4 million, partially offset by return of capital from our equity method investee of $845.5 million and proceeds from the sale of assets of $4.4 million.

Current wording

Net cash used in investing activities was $217.5 million for the three months ended March 31, 2025 compared to net cash used in investing activities of $284.4 million for the three months ended March 31, 2024. The net cash flows used in investing activities for the three months ended March 31, 2025 was comprised of cash outflows for capital expenditures totaling $111.0 million, expenditures for refinery turnarounds of $92.7 million, and expenditures for other assets of $14.6 million, partially offset by a return of capital from our equity method investee of $0.8 million. The net cash 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 return of capital from our equity method investee of $0.3 million.

Previous wording

Net cash used in financing activities was $374.9 million for the nine months ended September 30, 2024 compared to net cash used in financing activities of $1,237.9 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, net cash used in financing activities consisted of share repurchases of PBF Energy’s Class A Common stock of $300.1 million, dividends and distributions of $89.0 million, payments on finance leases of $9.1 million, and deferred financing costs and other of $0.1 million, partially offset by proceeds from insurance premium financing of $17.7 million and transactions made in connection with stock-based compensation plans of $5.7 million. For the nine months ended September 30, 2023, net cash used in financing activities consisted of the redemption of our 2025 Senior Notes of $666.2 million, redemption of the PBFX 2023 Senior Notes of $525.0 million, share repurchases of PBF Energy’s Class A Common stock of $382.6 million, dividends and distributions of $80.5 million, payments related to the Martinez Contingent Consideration of $80.1 million, deferred financing costs and other of $35.8 million, payments on finance leases of $11.1 million, and settlement of the final precious metal catalyst obligation of $3.1 million, partially offset by cash proceeds of $496.6 million from the issuance of the 2030 Senior Notes, net of discount, transactions made in connection with stock-based compensation plans of $41.2 million, and proceeds from insurance premium financing of $8.7 million.

Current wording

Net cash provided by financing activities was $811.4 million for the three months ended March 31, 2025 compared to net cash used in financing activities of $73.4 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, net cash provided by financing activities consisted of cash proceeds of $788.5 million from the issuance of the 2030 9.875% Senior Notes and proceeds from insurance premium financing of $100.7 million, partially offset by dividends and distributions of $31.5 million, payments of insurance premium financing of $26.6 million, deferred financing costs and other of $12.0 million, transactions made in connection with stock-based compensation plans of $4.7 million, and payments on finance leases of $3.0 million. Additionally, during the three months ended March 31, 2025, we borrowed and repaid $1,150.0 million under our Revolving Credit Facility resulting in no net change to amounts outstanding for the three months ended March 31, 2025. 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 cash proceeds from insurance premium financing of $78.2 million and transactions made in connection with stock-based compensation plans of $7.0 million.

Previous wording

On August 21, 2023, we issued $500.0 million in aggregate principal amount of 7.875% senior unsecured notes due 2030 (the “2030 Senior Notes”). The net proceeds from this offering were approximately $488.8 million after deducting the initial purchasers’ discount and estimated offering expenses. We used the net proceeds, together with cash on hand, to fully redeem the outstanding 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”), including accrued and unpaid interest, on September 13, 2023 for approximately $664.5 million.

Current wording

On March 17, 2025, we issued $800.0 million in aggregate principal amount of the 2030 9.875% Senior Notes. The net proceeds from this offering were approximately $776.7 million after deducting the initial purchasers’ discount and estimated offering expenses. We used the net proceeds, together with cash on hand, to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes.

Previous wording

As of September 30, 2024, our operational liquidity was more than $3.4 billion (more than $4.6 billion as of December 31, 2023), which consists of $927.0 million of cash, and approximately $2.5 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.

Current wording

As of March 31, 2025, our operational liquidity was approximately $2.4 billion (approximately $2.4 billion as of December 31, 2024), which consists of over $400.0 million of cash, and approximately $2.0 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.

Previous wording

As of September 30, 2024, outstanding letters of credit totaled approximately $62.5 million.

Current wording

As of March 31, 2025, outstanding letters of credit totaled approximately $166.8 million.

Previous wording

We may incur additional indebtedness in the future, including secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements.

Current wording

We may incur additional indebtedness in the future, including secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements. Although we were in compliance with incurrence covenants during the three months ended March 31, 2025, there are no assurances in the future that we will be able to meet these incurrence covenants at the time we are required to do so. Failure to meet the incurrence covenants could impose certain incremental restrictions on, among other matters, our ability to incur new debt (including secured debt) and also may limit the extent to which we may pay future dividends, make acquisitions or investments, repurchase our outstanding debt or stock or incur new liens.