PBF Energy Inc.

Previous 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).

Current wording

As of June 30, 2025, PBF Energy owned 115,782,840 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 expect to restart the refinery in two stages. Certain units that were unaffected by the fire, including the crude unit, were restarted in April 2025 and the refinery began producing limited quantities of gasoline, jet fuel, and intermediates at that time. Restart of the remaining units damaged by the fire, which primarily includes the units scheduled for turnaround, is planned to occur during the fourth quarter of 2025. Restart of these units is dependent on factors impacting our ability to effect necessary repairs, including those outside of our control such as regulatory permitting and approvals and the availability of certain critical equipment and components.

Current wording

We expect to restart the refinery in two stages. Certain units that were unaffected by the fire, including the crude unit, were restarted in April 2025 and the refinery began producing limited quantities of gasoline, jet fuel, and intermediates at that time. Restart of the remaining units damaged by the fire, which primarily includes the units scheduled for turnaround, is planned to occur by year-end 2025. Restart of these units is dependent on factors impacting our ability to effect necessary repairs, including those outside of our control such as regulatory permitting and approvals and the availability of certain critical equipment and components.

Previous wording

We expect the cost of repairs to the fire damaged units and restoring the refinery to full operational status will largely be covered by property insurance, subject to our deductible and retentions totaling $30.0 million. We also have business interruption insurance that contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results, and our cash flow in a given quarter.

Current wording

We expect that the cost of repairs to the fire damaged units and restoring the refinery to full operational status will largely be covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given quarter.

Previous wording

Our current expectations with respect to the full restart of the Martinez refinery following the fire, the timing of the restart of certain units damaged by the fire, the throughput of the Martinez refinery during this period, and anticipated costs and insurance recoveries related to the fire are based on information available to us as of the date of this filing, and are preliminary and subject to revision. In addition, neither the total amount nor timing of insurance recoveries is certain.

Current wording

Our current expectations with respect to the full restart of the Martinez refinery following the fire, the timing of the restart of certain units damaged by the fire, the throughput of the Martinez refinery during this period, and anticipated costs and insurance recoveries related to the fire are based on information available to us as of the date of this filing, and are preliminary and subject to revision. In addition, neither the total amount nor timing of insurance recoveries is certain. During the second quarter of 2025, we received an unallocated first installment of insurance proceeds totaling $250.0 million after deductibles and retentions.

Previous wording

During the three months ended March 31, 2025, we recorded operating expenses associated with the Martinez fire that decreased income from operations and net income by $78.1 million and $57.8 million, respectively. There were no such costs in the three months ended March 31, 2024.

Current wording

In addition, during the three and six months ended June 30, 2025, we recorded operating expenses associated with the Martinez fire of approximately $30.4 million and $108.5 million, respectively.

Previous wording

On March 17, 2025, we issued $800.0 million in aggregate principal amount of 9.875% senior unsecured notes due 2030 (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, to repay outstanding borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes.

Current wording

On March 17, 2025, we issued $800.0 million in aggregate principal amount of 9.875% senior unsecured notes due 2030 (the “2030 9.875% Senior Notes”). The net proceeds from this offering were approximately $776.0 million after deducting the initial purchasers’ discount and estimated offering expenses. We used the net proceeds, to repay outstanding borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes.

Previous wording

The Revolving Credit Facility matures in August 2028 and has a maximum commitment of $3.5 billion, as stated in the amended and restated asset-based revolving credit agreement (the “Revolving Credit Agreement”). There were $200.00 million outstanding borrowings under the Revolving Credit Facility as of both March 31, 2025 and December 31, 2024.

Current wording

The Revolving Credit Facility matures in August 2028 and has a maximum commitment of $3.5 billion, as stated in the amended and restated asset-based revolving credit agreement (the “Revolving Credit Agreement”). There were $350.00 million and $200.00 million outstanding borrowings under the Revolving Credit Facility as of June 30, 2025 and December 31, 2024, respectively.

Previous 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.

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 and six months ended June 30, 2025, we did not purchase any shares of PBF Energy’s Class A common stock under the Repurchase Program. During the three and six months ended June 30, 2024, the Company 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. Refer to “Note 7 - Equity” of our Notes to Consolidated Financial Statements, for additional information.

Previous wording

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

Current wording

The tables below reflect our consolidated financial and operating highlights for the three and six months ended June 30, 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 $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.

Current wording

Overview— PBF Energy net loss was $5.4 million for the three months ended June 30, 2025 compared to net loss of $66.0 million for the three months ended June 30, 2024. Net loss attributable to PBF Energy stockholders was $5.2 million, or $(0.05) per diluted share, for the three months ended June 30, 2025, ($(0.05) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(1.03) 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 loss attributable to PBF Energy of $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). 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. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended June 30, 2025 and June 30, 2024.

Previous 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.

Current wording

Revenues—Revenues totaled $7.5 billion for the three months ended June 30, 2025 compared to $8.7 billion for the three months ended June 30, 2024, a decrease of approximately $1.2 billion, or 13.8%. Revenues per barrel were $81.30 and $96.56 for the three months ended June 30, 2025 and 2024, respectively, a decrease of 15.8% directly related to lower hydrocarbon commodity prices. For the three months ended June 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 299,800 bpd, 162,200 bpd, 173,600 bpd and 203,500 bpd, respectively. 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, 2025, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 348,800 bpd, 166,600 bpd, 169,700 bpd and 325,300 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.

Previous 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.

Current wording

Overall average throughput rates at our refineries were lower in the three months ended June 30, 2025 primarily due to increased maintenance activity and unplanned downtime at our West Coast refineries 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—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.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $(58.0) million for the three months ended June 30, 2025 compared to $6.3 million for the three months ended June 30, 2024, a decrease of approximately $64.3 million. Gross refining margin totaled $640.1 million, or $8.38 per barrel of throughput for the three months ended June 30, 2025 compared to $681.1 million, or $8.12 per barrel of throughput for the three months ended June 30, 2024, a decrease of approximately $41.0 million. Consolidated gross margin and gross refining margin decreased primarily due to unfavorable movements in crack spreads and crude oil differentials at the majority of our refineries, coupled with the temporary shutdown of the Martinez refinery operations. During both the three months ended June 30, 2025 and June 30, 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 $120.0 million for the three months ended March 31, 2025 compared to $129.7 million for the three months ended March 31, 2024.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $165.0 million for the three months ended June 30, 2025 compared to $116.0 million for the three months ended June 30, 2024.

Previous 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.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $22.24 per barrel, or 3.6% higher, in the three months ended June 30, 2025, as compared to $21.46 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 $2.92 and $0.21 per barrel, respectively, in comparison to the same period in 2024. The WTI/WCS differential decreased to $10.65 per barrel in the three months ended June 30, 2025 compared to $13.60 in the same period in 2024, which unfavorably impacted our cost of heavy Canadian crude.

Previous 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.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $20.26 per barrel, or 9.6% higher, in the three months ended June 30, 2025 as compared to $18.48 per barrel in the same period in 2024. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthened WTI/LLS differential, which averaged a premium of $2.31 per barrel for the three months ended June 30, 2025 as compared to a premium of $2.84 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 $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.

Current wording

On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $28.85 per barrel, or 5.1% higher, in the three months ended June 30, 2025 as compared to $27.44 per barrel in the same period in 2024. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $36.07 per barrel, or 20.6% higher, in the three months ended June 30, 2025 as compared to $29.92 per barrel in the same period in 2024. Our margins on the West Coast were positively impacted from our refinery specific slate by strengthened WTI/ANS differential, which averaged a premium of $5.01 per barrel for the three months ended June 30, 2025 as compared to a premium of $5.60 per barrel in the same period of 2024.

Previous 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.

Current wording

Equity loss in investee— There was a loss of $4.3 million and $12.4 million for the three months ended June 30, 2025 and June 30, 2024, respectively, related to our equity share of our investment in SBR.

Previous 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.

Current wording

(Gain) loss on sale of assets— There was a gain of $0.2 million and a loss of $0.2 million for the three months ended June 30, 2025 and June 30, 2024, respectively, primarily related to the sale of non-operating refinery assets.

Previous 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.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $161.5 million for the three months ended June 30, 2025 (including $157.9 million recorded within Cost of sales) compared to $158.1 million for the three months ended June 30, 2024 (including $154.8 million recorded within Cost of sales), an increase of $3.4 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 2024.

Previous 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.

Current wording

Interest expense, net— Interest expense, net totaled $53.8 million for the three months ended June 30, 2025 compared to $17.3 million for the three months ended June 30, 2024, an increase of approximately $36.5 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 $10.2 million decrease in interest income earned during the three months ended June 30, 2025 driven by lower interest rates and cash deposits in comparison to the same period in the prior year. For the three months ended June 30, 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

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.

Current wording

Our results for the six months ended June 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $189.0 million, or $139.9 million net of tax and our share of the adjustment to the SBR LCM inventory reserve of $16.7 million, or $12.4 million net of tax, partially offset by expenses associated with the Martinez fire of approximately $108.5 million, or $80.3 million net of tax and severance and related charges in connection with the RBI initiative of approximately $13.6 million, or $10.1 million net of taxes. Our results for the six months ended June 30, 2024 were negatively impacted by a special item consisting of 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 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 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.

Previous 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.

Current wording

Excluding the impact of these special items, when comparing our results to the six months ended June 30, 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

Average industry margins were unfavorable during the three months ended March 31, 2025 compared to the same period in 2024, 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 six months ended June 30, 2025 compared to the same period in 2024, primarily due to decreased refining margins as a result of unfavorable supply and demand dynamics that impacted crack spreads.

Previous 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.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $17.47 per barrel, or 4.7% lower, in the six months ended June 30, 2025 as compared to $18.33 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/Bakken and WTI/Syncrude differentials, which decreased by $0.58 and $0.34 per barrel, respectively, in comparison to the same period in 2024.

Previous 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.

Current wording

Operating expenses— Operating expenses totaled $1,363.5 million for the six months ended June 30, 2025 compared to $1,300.7 million for the six months ended June 30, 2024, an increase of approximately $62.8 million, or 4.8%. Of the total $1,363.5 million in operating expenses, $1,313.8 million or $9.25 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $49.7 million related to expenses incurred by the Logistics segment ($1,236.6 million or $7.47 per barrel of throughput, and $64.1 million of operating expenses for the six months ended June 30, 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. This increase was partially offset by lower outside services.

Previous 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.

Current wording

General and administrative expenses— General and administrative expenses totaled $150.7 million for the six months ended June 30, 2025 compared to $128.2 million for the six months ended June 30, 2024, an increase of approximately $22.5 million or 17.6%. The increase in general and administrative expenses in comparison to the same period in 2024 was primarily due to severance and related charges incurred in connection with the RBI initiative. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Previous wording

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

Current wording

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 no such loss for the six months ended June 30, 2025.

Previous 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.

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 six months ended June 30, 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

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.

Current wording

Income tax (benefit) expense—PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Ltd., are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3% on a weighted-average basis for both the six months ended June 30, 2025 and June 30, 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 six months ended June 30, 2025 and June 30, 2024 was 26.5% and 5.5%, 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 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.

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, gain on insurance recoveries, severance and related charges, 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 months ended March 31, 2025 and 2024 (in millions, except share and per share amounts):

Current wording

The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three and six months ended June 30, 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, 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:

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, gain on insurance recoveries, severance and related charges, 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- 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).

Current wording

SBR LCM inventory adjustment- The LCM adjustment is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market. During the three and six months ended June 30, 2025, SBR recorded adjustments to the LCM which increased its income from operations by $15.9 million and $33.3 million, respectively. During the three and six months ended June 30, 2024, SBR recorded adjustments to the LCM which decreased its income from operations by $4.1 million and increased its income from operations by $9.1 million, respectively. Our Equity loss in investee includes our 50% share of these adjustments.

Previous wording

Martinez refinery fire expenses- During the three months ended March 31, 2025, we recorded operating expenses associated with the Martinez fire that decreased income from operations and net income by $78.1 million and $57.8 million, respectively. There were no such costs in the three months ended March 31, 2024.

Current wording

Martinez refinery fire expenses- During the three and six months ended June 30, 2025, we recorded operating expenses associated with the Martinez fire that decreased income from operations by $30.4 million and $108.5 million, respectively ($22.5 million and $80.3 million, respectively, net of tax). There were no such costs in the three and six months ended June 30, 2024.

Previous 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.

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 and six months ended June 30, 2025 as the final earn-out payment of $18.8 million was paid in full during the second quarter of 2024. During the six months ended June 30, 2024 we recorded a net change in fair value of the Martinez Contingent Consideration which increased income from operations by $3.3 million, or $2.4 million, net of tax.

Previous wording

Loss on formation of SBR equity method investment - During the three months ended March 31, 2024, we recorded a reduction of our gain associated with the formation of the SBR equity method investment, which decreased income from operations and net income by $8.7 million and $6.4 million, respectively. There was no such loss during the three months ended March 31, 2025.

Current wording

Loss on formation of SBR equity method investment - During the six months ended June 30, 2024, we recorded a reduction of our gain associated with the formation of the SBR equity method investment, which decreased income from operations and net income by $8.7 million and $6.4 million, respectively. There was no such loss during the six months ended June 30, 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 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.

Current wording

(5) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the three and six months ended June 30, 2025 and 2024, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 7,023,756 and 6,834,426 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the three and six months ended June 30, 2025. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 5,306,955 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the three months ended June 30, 2024 (zero shares for the six months ended June 30, 2024). For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.

Previous 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.

Current wording

Net cash used in operating activities was $470.3 million for the six months ended June 30, 2025 compared to net cash provided by operating activities of $441.1 million for the six months ended June 30, 2024. Our operating cash flows for the six months ended June 30, 2025 included our net loss of $411.3 million. This amount reflects a gain on insurance recoveries of $189.0 million which was net of the $61.0 million receivable that was recorded at March 31, 2025. Of the $250.0 million insurance proceeds $118.0 million relates to operating activities. In addition, operating cash flows include net changes in operating assets and liabilities reflecting uses of cash of $250.4 million, primarily driven by the timing of inventory purchases, payments of accrued expenses, and payments made under the Tax Receivable Agreement, deferred income taxes of $147.8 million, and a gain on sale of assets of $0.2 million, partially offset by depreciation and amortization of $341.5 million, pension and other post-retirement benefits costs of $26.2 million, stock-based compensation of $21.4 million, and loss from equity method investment of $21.3 million. Our operating cash flows for the six months ended June 30, 2024 included our net income of $41.5 million, depreciation and amortization of $310.5 million, pension and other post-retirement benefits costs of $26.0 million, stock-based compensation of $21.0 million, loss from equity method investment of $13.2 million, deferred income taxes of $9.3 million, a loss on formation of the SBR equity method investment of $8.7 million, and a loss on sale of assets of $0.7 million, partially offset by a net change in fair value of the Martinez Contingent Consideration of $3.3 million. In addition, net changes in operating assets and liabilities reflected cash proceeds of $13.5 million primarily driven by the timing of inventory purchases and payments to settle accounts payable.

Previous 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.

Current wording

Net cash used in investing activities was $371.3 million for the six months ended June 30, 2025 compared to net cash used in investing activities of $617.6 million for the six months ended June 30, 2024. The net cash used in investing activities for the six months ended June 30, 2025 was comprised of cash outflows for capital expenditures totaling $267.1 million, expenditures for refinery turnarounds of $198.1 million, and expenditures for other assets of $39.8 million, partially offset by insurance proceeds of $132.0 million and a return of capital from our equity method investee of $1.7 million. The net cash used in investing activities for the six months ended June 30, 2024 was comprised of cash outflows of expenditures for refinery turnarounds of $400.2 million, capital expenditures totaling $193.1 million, and expenditures for other assets of $24.8 million, partially offset by return of capital from our equity method investee of $0.5 million.