PBF Energy (PBF) risk factors, FY2025 10-K

Risks Relating to Our Business and Industry

1. 01Demand for our refined products can significantly decline due to changes in global and regional economic conditions20% rewritten
2. 02The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services may have a material adverse effect on our revenues, profitability, cash flows and liquidity
3. 03Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices and refined product demand
4. 04Our profitability is affected by crude oil differentials and related factors, which fluctuate substantially38% rewritten
5. 05Our refineries are subject to interruptions of supply and distribution, including due to severe weather events, as a result of our reliance on pipelines, waterborne logistics and railroads for transportation of crude oil and refined products
6. 06Our results of operations continue to be impacted by significant costs to comply with renewable fuels mandates. The market prices for RINs have been volatile and may harm our profitability50% rewritten
7. 07We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate
8. 08We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently
9. 09Potential further laws and regulations related to climate change could have a material adverse impact on our operations and adversely affect our facilities
10. 10Regulation of emissions of GHGs could force us to incur increased capital expenditures and operating costs and could have a material adverse effect on our results of operations and financial condition44% rewritten
11. 11Environmental clean-up and remediation costs of our sites and environmental litigation, including related to climate change, could decrease our net cash flow, reduce our results of operations and impair our financial condition
12. 12Our transportation modes, including pipelines, are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate
13. 13We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations
14. 14A cyber-attack on, or other failure of, our technology infrastructure could affect our business and assets, and have a material adverse effect on our financial condition, results of operations and cash flows
15. 15We may not be able to successfully realize the anticipated benefits of our investment in SBR or meet our obligations to SBR
16. 16Continued scrutiny on sustainability matters and developments related to climate change may negatively impact our business and our access to capital markets
17. 17Some of our competitors may have a competitive advantage by providing alternative energy sources or by owning their own retail sites
18. 18We may be negatively affected by the rate of inflation and its impact on the global economy73% rewritten
19. 19We may not be able to obtain funding on acceptable terms or at all, including because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs
20. 20Any political instability, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events could have a material adverse effect on our business, results of operations and financial condition
21. 21Competition from companies that produce their own supply of feedstocks, have extensive retail outlets, make alternative fuels or have greater financial and other resources than we do, could materially and adversely affect our business and results of operations
22. 22We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability
23. 23Product liability and operational liability claims and litigation could adversely affect our business and results of operations
24. 24Compliance with and changes in tax laws could adversely affect our performance24% rewritten
25. 25Acquisitions or other investments that we may undertake in the future involve a number of risks, any of which could cause us not to realize the anticipated benefits
26. 26A portion of our workforce is unionized, and we may face labor disruptions that would interfere with our operations
27. 27Our business may suffer if any of our senior executives or other key employees discontinues employment with us. Furthermore, a shortage of skilled labor or disruptions in our labor force may make it difficult for us to maintain labor productivity
28. 28If we fail to realize the expected benefits from our RBI initiative, our financial results may be negatively impactedNew
29. 29Our hedging activities may limit our potential gains, exacerbate potential losses and involve other risks
30. 30Our commodity derivative activities could result in period-to-period earnings volatility

Risks Related to Our Indebtedness

1. 31Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness
2. 32We may not be able to secure necessary financing on acceptable terms, or at all
3. 33Despite our level of indebtedness, we and our subsidiaries may be able to incur substantially more debt, which could exacerbate the risks described above
4. 34Our future credit ratings could adversely affect our business, the cost of our borrowing, and our ability to obtain credit in the future
5. 35Restrictive covenants in our debt instruments, including the indentures governing our notes, may limit our ability to undertake certain types of transactions, which could adversely affect our business, financial condition, results of operations and our ability to service our indebtedness
6. 36Provisions in our indentures and other agreements could discourage an acquisition of us by a third-party

Risks Related to Our Organizational Structure and PBF Energy Class A Common Stock

1. 37PBF Energy is the managing member of PBF LLC and its only material asset is its interest in PBF LLC. Accordingly, PBF Energy depends upon distributions from PBF LLC and its subsidiaries to pay its taxes, meet its other obligations and/or pay dividends in the future
2. 38The rights of other members of PBF LLC may conflict with the interests of PBF Energy Class A common stockholders
3. 39In certain cases, payments by PBF Energy under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits it realizes in respect of the tax attributes subject to the Tax Receivable Agreement. These provisions may deter a change in control of the Company
4. 40PBF Energy cannot assure you that it will continue to declare dividends or have the available cash to make dividend payments
5. 41Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law may discourage or delay a change in control
6. 42The market price of PBF Energy Class A common stock may be volatile, and you could lose all or part of your investment
7. 43Our current stockholders could experience dilution, which could further depress the price of our Class A common stock
8. 44PBF Energy will be required to pay taxes on its share of taxable income from PBF LLC and its other subsidiary flow-through entities, regardless of the amount of cash distributions PBF Energy receives from PBF LLC