Document and Entity Information
Document and Entity Information Document - USD ($) $ in Billions | 12 Months Ended | ||||
Dec. 31, 2022 | Feb. 09, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Entity Information [Line Items] | |||||
Document Type | 10-K | ||||
Document Annual Report | true | ||||
Document Period End Date | Dec. 31, 2022 | ||||
Current Fiscal Year End Date | --12-31 | ||||
Document Transition Report | false | ||||
Entity File Number | 001-35764 | ||||
Entity Registrant Name | PBF ENERGY INC. | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 45-3763855 | ||||
Entity Address, Address Line One | One Sylvan Way, Second Floor | ||||
Entity Address, City or Town | Parsippany | ||||
Entity Address, State or Province | NJ | ||||
Entity Address, Postal Zip Code | 07054 | ||||
City Area Code | 973 | ||||
Local Phone Number | 455-7500 | ||||
Title of 12(b) Security | Class A Common Stock, par value $.001 | ||||
Trading Symbol | PBF | ||||
Security Exchange Name | NYSE | ||||
Entity Well-known Seasoned Issuer | Yes | ||||
Entity Voluntary Filers | No | ||||
Entity Current Reporting Status | Yes | ||||
Entity Interactive Data Current | Yes | ||||
Entity Filer Category | Large Accelerated Filer | ||||
Entity Small Business | false | ||||
Entity Emerging Growth Company | false | ||||
ICFR Auditor Attestation Flag | true | ||||
Entity Shell Company | false | ||||
Entity Public Float | $ 3.5 | ||||
Ownership Percentage of Equity Held | 100% | 100% | 100% | ||
Documents Incorporated by Reference | PBF Energy Inc. intends to file with the Securities and Exchange Commission a definitive Proxy Statement for its Annual Meeting of Stockholders within 120 days after December 31, 2022. Portions of the Proxy Statement are incorporated by reference in Part III of this Form 10-K to the extent stated herein. | ||||
Entity Central Index Key | 0001534504 | ||||
Amendment Flag | false | ||||
Document Fiscal Period Focus | FY | ||||
Document Fiscal Year Focus | 2022 | ||||
Class A Common Stock | |||||
Entity Information [Line Items] | |||||
Entity Common Stock, Shares Outstanding (in shares) | 128,975,077 | ||||
Class B Common Stock | |||||
Entity Information [Line Items] | |||||
Entity Common Stock, Shares Outstanding (in shares) | 13 | ||||
PBF LLC | |||||
Entity Information [Line Items] | |||||
Entity File Number | 333-206728-02 | ||||
Entity Registrant Name | PBF ENERGY COMPANY LLC | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 61-1622166 | ||||
Entity Well-known Seasoned Issuer | No | ||||
Entity Voluntary Filers | No | ||||
Entity Current Reporting Status | Yes | ||||
Entity Interactive Data Current | Yes | ||||
Entity Filer Category | Non-accelerated Filer | ||||
Entity Small Business | false | ||||
Entity Emerging Growth Company | false | ||||
ICFR Auditor Attestation Flag | true | ||||
Entity Shell Company | false | ||||
Entity Central Index Key | 0001645026 | ||||
PBF LLC | Class A Common Stock | |||||
Entity Information [Line Items] | |||||
Entity Common Stock, Shares Outstanding (in shares) | 0 | ||||
PBF Energy Inc. | Class A Common Stock | |||||
Entity Information [Line Items] | |||||
Ownership Percentage of Equity Held | 99.30% | 99.20% | 99.20% |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Morristown, New Jersey |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,203.6 | $ 1,341.5 |
Accounts receivable | 1,456.3 | 1,277.6 |
Inventories | 2,763.6 | 2,505.1 |
Prepaid and other current assets | 122.8 | 75 |
Total current assets | 6,546.3 | 5,199.2 |
Property, plant and equipment, net | 5,361 | 4,902.2 |
Lease right of use assets | 679.1 | 717.1 |
Deferred charges and other assets, net | 962.7 | 822.9 |
Total assets | 13,549.1 | 11,641.4 |
Current liabilities: | ||
Accounts payable | 854.6 | 911.7 |
Accrued expenses | 3,720.8 | 2,740.4 |
Deferred revenue | 40.6 | 42.7 |
Current operating lease liabilities | 60.5 | 64.9 |
Current debt | 524.2 | 0 |
Total current liabilities | 5,200.7 | 3,759.7 |
Long-term debt | 1,434.9 | 4,295.8 |
Payable to related parties pursuant to Tax Receivable Agreement | 338.6 | 48.3 |
Deferred tax liabilities | 535.4 | 111.4 |
Long-term operating lease liabilities | 552.7 | 570.4 |
Long-term financing lease liabilities | 57.9 | 70.6 |
Other long-term liabilities | 372.9 | 252.4 |
Total liabilities | 8,493.1 | 9,108.6 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at December 31, 2022 and December 31, 2021 | 0 | 0 |
Treasury stock, at cost, 10,937,916 shares outstanding at December 31, 2022 and 6,676,809 shares outstanding at December 31, 2021 | (327) | (169.1) |
Additional paid in capital | 3,201.6 | 2,874 |
Retained earnings (accumulated deficit) | 2,056 | (796.1) |
Accumulated other comprehensive income (loss) | (1.5) | 17.3 |
Total PBF Energy Inc. equity | 4,929.2 | 1,926.2 |
Noncontrolling interest | 126.8 | 606.6 |
Total equity | 5,056 | 2,532.8 |
Total liabilities and equity | 13,549.1 | 11,641.4 |
Class A Common Stock | ||
Equity: | ||
Common stock, value, issued | 0.1 | 0.1 |
Class B Common Stock | ||
Equity: | ||
Common stock, value, issued | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, at cost, 6,274,261 shares outstanding at December 31, 2018 and 6,132,884 shares outstanding at December 31, 2017 (in shares) | 10,937,916 | 6,676,809 |
Class A Common Stock | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares outstanding (in shares) | 129,639,307 | 120,319,577 |
Class B Common Stock | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, shares outstanding (in shares) | 13 | 15 |
PBF LLC | Series B Units | ||
Common Unit, Issued (in shares) | 1,000,000 | 1,000,000 |
Common Unit, Outstanding (in shares) | 1,000,000 | 1,000,000 |
PBF LLC | Series A Units | ||
Common Unit, Issued (in shares) | 910,457 | 927,990 |
Common Unit, Outstanding (in shares) | 910,457 | 927,990 |
PBF LLC | Series C Units | ||
Common Unit, Issued (in shares) | 129,660,538 | 120,340,808 |
Common Unit, Outstanding (in shares) | 129,660,538 | 120,340,808 |
Consolidated Balance Sheets PBF
Consolidated Balance Sheets PBF LLC BALANCE SHEET - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,203,600,000 | $ 1,341,500,000 |
Accounts receivable | 1,456,300,000 | 1,277,600,000 |
Inventories | 2,763,600,000 | 2,505,100,000 |
Prepaid and other current assets | 122,800,000 | 75,000,000 |
Total current assets | 6,546,300,000 | 5,199,200,000 |
Property, plant and equipment, net | 5,361,000,000 | 4,902,200,000 |
Lease right of use assets | 679,100,000 | 717,100,000 |
Deferred charges and other assets, net | 962,700,000 | 822,900,000 |
Total assets | 13,549,100,000 | 11,641,400,000 |
Current liabilities: | ||
Accounts payable | 854,600,000 | 911,700,000 |
Accrued expenses | 3,720,800,000 | 2,740,400,000 |
Deferred revenue | 40,600,000 | 42,700,000 |
Current operating lease liabilities | 60,500,000 | 64,900,000 |
Current debt | 524,200,000 | 0 |
Total current liabilities | 5,200,700,000 | 3,759,700,000 |
Long-term debt | 1,434,900,000 | 4,295,800,000 |
Deferred tax liabilities | 535,400,000 | 111,400,000 |
Long-term operating lease liabilities | 552,700,000 | 570,400,000 |
Long-term financing lease liabilities | 57,900,000 | 70,600,000 |
Other long-term liabilities | 372,900,000 | 252,400,000 |
Total liabilities | 8,493,100,000 | 9,108,600,000 |
Commitments and contingencies (Note 12) | ||
Members' Equity | ||
Treasury stock, at cost | (327,000,000) | (169,100,000) |
Retained earnings (accumulated deficit) | 2,056,000,000 | (796,100,000) |
Accumulated other comprehensive income (loss) | (1,500,000) | 17,300,000 |
Total PBF Energy Inc. equity | 4,929,200,000 | 1,926,200,000 |
Noncontrolling interest | 126,800,000 | 606,600,000 |
Total equity | 5,056,000,000 | 2,532,800,000 |
Total liabilities and equity | 13,549,100,000 | 11,641,400,000 |
PBF LLC | ||
Current assets: | ||
Cash and cash equivalents | 2,201,800,000 | 1,339,800,000 |
Accounts receivable | 1,456,300,000 | 1,277,600,000 |
Inventories | 2,763,600,000 | 2,505,100,000 |
Prepaid and other current assets | 122,800,000 | 75,000,000 |
Total current assets | 6,544,500,000 | 5,197,500,000 |
Property, plant and equipment, net | 5,361,000,000 | 4,902,200,000 |
Lease right of use assets | 679,100,000 | 717,100,000 |
Deferred charges and other assets, net | 962,700,000 | 822,900,000 |
Total assets | 13,547,300,000 | 11,639,700,000 |
Current liabilities: | ||
Accounts payable | 853,400,000 | 911,700,000 |
Accrued expenses | 3,768,300,000 | 2,792,600,000 |
Deferred revenue | 40,600,000 | 42,700,000 |
Current operating lease liabilities | 60,500,000 | 64,900,000 |
Current debt | 524,200,000 | 0 |
Total current liabilities | 5,247,000,000 | 3,811,900,000 |
Long-term debt | 1,434,900,000 | 4,295,800,000 |
Affiliate note payable | 1,445,700,000 | 375,200,000 |
Deferred tax liabilities | 21,000,000 | 24,200,000 |
Long-term operating lease liabilities | 552,700,000 | 570,400,000 |
Long-term financing lease liabilities | 57,900,000 | 70,600,000 |
Other long-term liabilities | 372,900,000 | 252,400,000 |
Total liabilities | 9,132,100,000 | 9,400,500,000 |
Members' Equity | ||
Treasury stock, at cost | (327,000,000) | (169,100,000) |
Retained earnings (accumulated deficit) | 2,220,000,000 | (390,900,000) |
Accumulated other comprehensive income (loss) | (4,400,000) | 20,300,000 |
Total PBF Energy Inc. equity | 4,397,900,000 | 1,722,900,000 |
Noncontrolling interest | 12,200,000 | 511,200,000 |
Total equity | 4,410,100,000 | 2,234,100,000 |
Total liabilities and equity | 13,547,300,000 | 11,639,700,000 |
PBF LLC | Series B Units | ||
Temporary Equity | ||
Series B Units, 1,000,000 issued and outstanding, no par or stated value | 5,100,000 | 5,100,000 |
Members' Equity | ||
Common Unit, Issuance Value | 0 | |
PBF LLC | Series A Units | ||
Members' Equity | ||
Common Unit, Issuance Value | 17,400,000 | 17,600,000 |
PBF LLC | Series C Units | ||
Members' Equity | ||
Common Unit, Issuance Value | $ 2,491,900,000 | $ 2,245,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Revenues | $ 46,830.3 | $ 27,253.4 | $ 15,115.9 | |
Cost and expenses: | ||||
Cost of products and other | 39,049.1 | 23,826.8 | 14,275.6 | |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 2,599 | 2,085.9 | 1,918.3 | |
Depreciation and amortization expense | 503.6 | 453.5 | 551.7 | |
Cost of sales | 42,151.7 | 26,366.2 | 16,745.6 | |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 468.7 | 247.3 | 248.5 | |
Depreciation and amortization expense | 7.5 | 13.3 | 11.3 | |
Change in fair value of contingent consideration, net | 48.3 | 32.4 | (93.7) | |
Impairment expense | 0 | 0 | 98.8 | |
Loss (gain) on sale of assets | 0.9 | (3) | (477.8) | |
Total cost and expenses | 42,677.1 | 26,656.2 | 16,532.7 | |
Income (loss) from operations | 4,153.2 | 597.2 | (1,416.8) | |
Other income (expense): | ||||
Interest expense, net | (246) | (317.5) | (258.2) | |
Change in Tax Receivable Agreement liability | (290.3) | (48.3) | 373.5 | |
Change in fair value of catalyst obligations | (2) | 8.5 | (11.8) | |
(Loss) gain on extinguishment of debt | (66.1) | 79.9 | (22.2) | |
Other non-service components of net periodic benefit cost | 8.8 | 7.8 | 4.3 | |
Income (loss) before income taxes | 3,557.6 | 327.6 | (1,331.2) | |
Income tax expense | 584.8 | 12.1 | 2.1 | |
Net income (loss) | 2,972.8 | 315.5 | (1,333.3) | |
Less: net income attributable to noncontrolling interests | 96 | 84.5 | 59.1 | |
Net income (loss) attributable to PBF Energy Inc. stockholders | $ 2,876.8 | $ 231 | $ (1,392.4) | |
Weighted-average shares of Class A common stock outstanding | ||||
Basic (in shares) | [1] | 122,598,076 | 120,240,009 | 119,617,998 |
Diluted (in shares) | 126,860,106 | 122,638,154 | 120,660,665 | |
Net income (loss) available to Class A common stock per share: | ||||
Basic (in usd per share) | $ 23.47 | $ 1.92 | $ (11.64) | |
Diluted (in usd per share) | $ 22.84 | $ 1.90 | $ (11.64) | |
[1]The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a 25.9%, 25.9% and 26.6% annualized statutory corporate tax rate for the years ended December 31, 2022, 2021 and 2020, respectively) attributable to the converted units. |
Consolidated Statements of Op_2
Consolidated Statements of Operations PBF LLC STATEMENT OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 46,830.3 | $ 27,253.4 | $ 15,115.9 |
Cost and expenses: | |||
Cost of products and other | 39,049.1 | 23,826.8 | 14,275.6 |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 2,599 | 2,085.9 | 1,918.3 |
Depreciation and amortization expense | 503.6 | 453.5 | 551.7 |
Cost of sales | 42,151.7 | 26,366.2 | 16,745.6 |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 468.7 | 247.3 | 248.5 |
Depreciation and amortization expense | 7.5 | 13.3 | 11.3 |
Change in fair value of contingent consideration, net | 48.3 | 32.4 | (93.7) |
Impairment expense | 0 | 0 | 98.8 |
Loss (gain) on sale of assets | 0.9 | (3) | (477.8) |
Total cost and expenses | 42,677.1 | 26,656.2 | 16,532.7 |
Income (loss) from operations | 4,153.2 | 597.2 | (1,416.8) |
Other Income and Expenses [Abstract] | |||
Interest expense, net | (246) | (317.5) | (258.2) |
Change in fair value of catalyst obligations | (2) | 8.5 | (11.8) |
(Loss) gain on extinguishment of debt | (66.1) | 79.9 | (22.2) |
Other non-service components of net periodic benefit cost | 8.8 | 7.8 | 4.3 |
Income (loss) before income taxes | 3,557.6 | 327.6 | (1,331.2) |
Income tax expense (benefit) | 584.8 | 12.1 | 2.1 |
Net income (loss) | 2,972.8 | 315.5 | (1,333.3) |
Less: net income attributable to noncontrolling interests | 96 | 84.5 | 59.1 |
Net income (loss) attributable to PBF Energy Inc. stockholders | 2,876.8 | 231 | (1,392.4) |
PBF LLC | |||
Income Statement [Abstract] | |||
Revenues | 46,830.3 | 27,253.4 | 15,115.9 |
Cost and expenses: | |||
Cost of products and other | 39,049.1 | 23,826.8 | 14,275.6 |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 2,599 | 2,085.9 | 1,918.3 |
Depreciation and amortization expense | 503.6 | 453.5 | 551.7 |
Cost of sales | 42,151.7 | 26,366.2 | 16,745.6 |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 466.6 | 245.2 | 247.7 |
Depreciation and amortization expense | 7.5 | 13.3 | 11.3 |
Change in fair value of contingent consideration, net | 48.3 | 32.4 | (93.7) |
Impairment expense | 0 | 0 | 98.8 |
Loss (gain) on sale of assets | 0.9 | (3) | (477.8) |
Total cost and expenses | 42,675 | 26,654.1 | 16,531.9 |
Income (loss) from operations | 4,155.3 | 599.3 | (1,416) |
Other Income and Expenses [Abstract] | |||
Interest expense, net | (257.2) | (327.8) | (268.5) |
Change in fair value of catalyst obligations | (2) | 8.5 | (11.8) |
(Loss) gain on extinguishment of debt | (66.1) | 79.9 | (22.2) |
Other non-service components of net periodic benefit cost | 8.8 | 7.8 | 4.3 |
Income (loss) before income taxes | 3,838.8 | 367.7 | (1,714.2) |
Income tax expense (benefit) | 4.6 | (14) | 6.1 |
Net income (loss) | 3,834.2 | 381.7 | (1,720.3) |
Less: net income attributable to noncontrolling interests | 68.1 | 82.1 | 76.2 |
Net income (loss) attributable to PBF Energy Inc. stockholders | $ 3,766.1 | $ 299.6 | $ (1,796.5) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 2,972.8 | $ 315.5 | $ (1,333.3) |
Other comprehensive income (loss): | |||
Unrealized loss on available for sale securities | (2.5) | (0.7) | (0.1) |
Net (loss) gain on pension and other post-retirement benefits | (16.3) | 27.1 | (0.7) |
Total other comprehensive income (loss) | (18.8) | 26.4 | (0.8) |
Comprehensive income (loss) | 2,954 | 341.9 | (1,334.1) |
Less: comprehensive income attributable to noncontrolling interests | 96 | 84.5 | 59.1 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | $ 2,858 | $ 257.4 | $ (1,393.2) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) PBF LLC STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 2,972.8 | $ 315.5 | $ (1,333.3) |
Other comprehensive income (loss): | |||
Unrealized loss on available for sale securities | (2.5) | (0.7) | (0.1) |
Net (loss) gain on pension and other post-retirement benefits | (16.3) | 27.1 | (0.7) |
Total other comprehensive income (loss) | (18.8) | 26.4 | (0.8) |
Comprehensive income (loss) | 2,954 | 341.9 | (1,334.1) |
Less: comprehensive income attributable to noncontrolling interests | 96 | 84.5 | 59.1 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | 2,858 | 257.4 | (1,393.2) |
PBF LLC | |||
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | 3,834.2 | 381.7 | (1,720.3) |
Other comprehensive income (loss): | |||
Unrealized loss on available for sale securities | (2.5) | (0.7) | (0.1) |
Net (loss) gain on pension and other post-retirement benefits | (22.2) | 27.1 | 3.7 |
Total other comprehensive income (loss) | (24.7) | 26.4 | 3.6 |
Comprehensive income (loss) | 3,809.5 | 408.1 | (1,716.7) |
Less: comprehensive income attributable to noncontrolling interests | 68.1 | 82.1 | 76.2 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | $ 3,741.4 | $ 326 | $ (1,792.9) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity Statement - USD ($) $ in Millions | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 119,804,971 | 20 | 6,424,787 | |||||||
Beginning balance at Dec. 31, 2019 | $ 3,585.5 | $ 0.1 | $ 0 | $ 2,812.3 | $ 401.2 | $ (8.3) | $ (165.7) | $ 545.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Comprehensive income (loss) | (1,334.1) | (1,392.4) | (0.8) | 59.1 | ||||||
Distributions to PBF Energy Company LLC members | (0.4) | (0.4) | ||||||||
Distributions to PBF Logistics LP public unitholders | (46.8) | (46.8) | ||||||||
Stock-based compensation | 33.1 | 28.2 | 4.9 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 166,685 | |||||||||
Transactions in connection with stock-based compensation plans | (1.9) | (1) | (0.9) | |||||||
Dividends | (35.9) | (35.9) | ||||||||
Dividends per common share (in dollars per share) | $ 0.30 | |||||||||
Effect of change in deferred tax assets and liabilities and tax receivable agreement obligation | (2.1) | (2.1) | ||||||||
Exchange of PBF Energy Company LLC Series A Units for Class A common stock (in shares) | 254,647 | (4) | ||||||||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0 | 2.3 | (2.3) | |||||||
Treasury stock purchases (in shares) | (124,662) | 124,662 | ||||||||
Treasury stock purchases | 0 | 1.6 | $ (1.6) | |||||||
Other | 4.9 | 4.9 | ||||||||
Ending balance, shares (in shares) at Dec. 31, 2020 | 120,101,641 | 16 | 6,549,449 | |||||||
Ending balance at Dec. 31, 2020 | 2,202.3 | $ 0.1 | $ 0 | 2,846.2 | (1,027.1) | (9.1) | $ (167.3) | 559.5 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Comprehensive income (loss) | 341.9 | 231 | 26.4 | 84.5 | ||||||
Distributions to PBF Logistics LP public unitholders | (40) | (40) | ||||||||
Stock-based compensation | 29.2 | 23.9 | 5.3 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 234,739 | |||||||||
Transactions in connection with stock-based compensation plans | (2.7) | (1.1) | (1.6) | |||||||
Exchange of PBF Energy Company LLC Series A Units for Class A common stock (in shares) | 110,557 | (1) | ||||||||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0 | 0.4 | (0.4) | |||||||
Treasury stock purchases (in shares) | (127,360) | 127,360 | ||||||||
Treasury stock purchases | 0 | 1.8 | $ (1.8) | |||||||
Other | 2.1 | 2.8 | (0.7) | |||||||
Ending balance, shares (in shares) at Dec. 31, 2021 | 120,319,577 | 15 | 120,319,577 | 15 | 6,676,809 | |||||
Ending balance at Dec. 31, 2021 | 2,532.8 | $ 0.1 | $ 0 | 2,874 | (796.1) | 17.3 | $ (169.1) | 606.6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Comprehensive income (loss) | 2,954 | 2,876.8 | (18.8) | 96 | ||||||
Distributions to PBF Energy Company LLC members | (8.6) | (8.6) | ||||||||
Distributions to PBF Logistics LP public unitholders | (40.3) | (40.3) | ||||||||
Stock-based compensation | 43.4 | 33.2 | 10.2 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 4,680,161 | |||||||||
Transactions in connection with stock-based compensation plans | 67.8 | 86.5 | (18.7) | |||||||
Dividends | (24.7) | (24.7) | ||||||||
Dividends per common share (in dollars per share) | $ 0.20 | |||||||||
Effect of change in deferred tax assets and liabilities and tax receivable agreement obligation | (9.7) | (9.7) | ||||||||
Exchange of PBF Energy Company LLC Series A Units for Class A common stock (in shares) | 35,992 | (2) | ||||||||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | $ 0 | 0.1 | (0.1) | |||||||
PBFX Merger Transaction (in shares) | 8,864,684 | 8,864,684 | ||||||||
PBFX Merger Transaction | $ (303.7) | 216 | (519.7) | |||||||
Treasury stock purchases (in shares) | (4,261,107) | 4,261,107 | ||||||||
Treasury stock purchases | (156.4) | 1.5 | $ (157.9) | |||||||
Other | (1.4) | (1.4) | ||||||||
Ending balance, shares (in shares) at Dec. 31, 2022 | 129,639,307 | 13 | 129,639,307 | 13 | 10,937,916 | |||||
Ending balance at Dec. 31, 2022 | $ 5,056 | $ 0.1 | $ 0 | $ 3,201.6 | $ 2,056 | $ (1.5) | $ (327) | $ 126.8 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity PBF LLC STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interest | Treasury Stock | PBF LLC | PBF LLC Common Stock Series A Units | PBF LLC Common Stock Series C Units | PBF LLC Accumulated Other Comprehensive Income (Loss) | PBF LLC Retained Earnings | PBF LLC Noncontrolling Interest | PBF LLC Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 6,424,787 | 1,215,317 | 119,826,202 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 3,585.5 | $ (8.3) | $ 401.2 | $ 545.9 | $ (165.7) | $ 3,609.1 | $ 20 | $ 2,189.4 | $ (9.7) | $ 1,142.4 | $ 432.7 | $ (165.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (1,334.1) | (0.8) | (1,392.4) | 59.1 | (1,716.7) | 3.6 | (1,796.5) | 76.2 | ||||
Exchange of PBF Energy Company LLC Series A Units for Class A common stock (in shares) | (254,647) | 254,647 | ||||||||||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0 | (2.3) | $ (2.3) | $ 2.3 | ||||||||
Distribution to members | (83.1) | (36.3) | (46.8) | |||||||||
Stock-based compensation | 33.1 | 4.9 | 33.1 | $ 28.2 | 4.9 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 9,977 | 166,685 | ||||||||||
Transactions in connection with stock-based compensation plans | (1.9) | (0.9) | (1.3) | $ (0.1) | $ (1.2) | |||||||
Treasury stock purchases (in shares) | (124,662) | (124,662) | ||||||||||
Treasury stock purchases | 0 | $ (1.6) | 0 | $ 1.6 | (1.6) | |||||||
Other | 4.9 | (1) | (0.1) | (0.9) | ||||||||
Ending balance, shares (in shares) at Dec. 31, 2020 | 6,549,449 | 970,647 | 120,122,872 | |||||||||
Ending balance at Dec. 31, 2020 | 2,202.3 | (9.1) | (1,027.1) | 559.5 | $ (167.3) | 1,840.1 | $ 17.6 | $ 2,220.3 | (6.1) | (690.5) | 466.1 | (167.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | 341.9 | 26.4 | 231 | 84.5 | 408.1 | 26.4 | 299.6 | 82.1 | ||||
Exchange of PBF Energy Company LLC Series A Units for Class A common stock (in shares) | (110,557) | 110,557 | ||||||||||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0 | (0.4) | 0 | $ (0.4) | $ 0.4 | |||||||
Distribution to members | (40) | (40) | ||||||||||
Stock-based compensation | 29.2 | 5.3 | 29.2 | $ 23.9 | 5.3 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 67,900 | 234,739 | ||||||||||
Transactions in connection with stock-based compensation plans | (2.7) | (1.6) | (2.6) | $ 0.4 | $ (1.4) | (1.6) | ||||||
Treasury stock purchases (in shares) | (127,360) | (127,360) | ||||||||||
Treasury stock purchases | 0 | $ (1.8) | 0 | $ 1.8 | (1.8) | |||||||
Other | 2.1 | (0.7) | (0.7) | (0.7) | ||||||||
Ending balance, shares (in shares) at Dec. 31, 2021 | 6,676,809 | 927,990 | 120,340,808 | |||||||||
Ending balance at Dec. 31, 2021 | 2,532.8 | 17.3 | (796.1) | 606.6 | $ (169.1) | 2,234.1 | $ 17.6 | $ 2,245 | 20.3 | (390.9) | 511.2 | (169.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | 2,954 | (18.8) | 2,876.8 | 96 | 3,809.5 | (24.7) | 3,766.1 | 68.1 | ||||
Exchange of PBF Energy Company LLC Series A Units for Class A common stock (in shares) | (35,992) | 35,992 | ||||||||||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | $ 0 | (0.1) | 0 | $ (0.2) | $ 0.2 | |||||||
Distribution to members | (1,195.5) | (1,155.2) | (40.3) | |||||||||
PBFX Merger Transaction (in shares) | 8,864,684 | 8,864,684 | ||||||||||
PBFX Merger Transaction | $ (303.7) | (519.7) | (303.7) | $ 216 | (519.7) | |||||||
Stock-based compensation | 43.4 | 10.2 | 43.4 | $ 33.2 | 10.2 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 18,459 | 4,680,161 | ||||||||||
Transactions in connection with stock-based compensation plans | 67.8 | (18.7) | (22.7) | $ (4) | (18.7) | |||||||
Treasury stock purchases (in shares) | (4,261,107) | (4,261,107) | ||||||||||
Treasury stock purchases | (156.4) | $ (157.9) | (156.4) | $ 1.5 | (157.9) | |||||||
Other | (1.4) | (1.4) | 1.4 | 1.4 | ||||||||
Ending balance, shares (in shares) at Dec. 31, 2022 | 10,937,916 | 910,457 | 129,660,538 | |||||||||
Ending balance at Dec. 31, 2022 | $ 5,056 | $ (1.5) | $ 2,056 | $ 126.8 | $ (327) | $ 4,410.1 | $ 17.4 | $ 2,491.9 | $ (4.4) | $ 2,220 | $ 12.2 | $ (327) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income (loss) | $ 2,972.8 | $ 315.5 | $ (1,333.3) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 533.9 | 483.8 | 581.1 |
Impairment expense | 0 | 0 | 98.8 |
Stock-based compensation | 54.3 | 35.6 | 34.2 |
Change in fair value of catalyst obligations | 2 | (8.5) | 11.8 |
Deferred income taxes | 420.2 | 11.7 | 1.6 |
Change in Tax Receivable Agreement liability | 290.3 | 48.3 | (373.5) |
Non-cash change in inventory repurchase obligations | (5.4) | (8.4) | (12.6) |
Non-cash lower of cost or market inventory adjustment | 0 | (669.6) | 268 |
Change in fair value of contingent consideration, net | 48.3 | 32.4 | (93.7) |
Loss (gain) on extinguishment of debt | 66.1 | (79.9) | 22.2 |
Pension and other post-retirement benefit costs | 47.6 | 50.8 | 55.7 |
Loss (gain) on sale of assets | 0.9 | (3) | (477.8) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (178.8) | (764.7) | 322.1 |
Inventories | (258.5) | (149.3) | 392.2 |
Prepaid and other current assets | (5.4) | (16.2) | (1.8) |
Accounts payable | (95.7) | 480.7 | (206.6) |
Accrued expenses | 881 | 797.9 | 116 |
Deferred revenue | (2.1) | (4.5) | 27.1 |
Other assets and liabilities | 0.5 | (75.3) | (63.1) |
Net cash provided by (used in) operating activities | 4,772 | 477.3 | (631.6) |
Cash flows from investing activities: | |||
Expenditures for property, plant and equipment | (633.3) | (249.1) | (196.2) |
Expenditures for deferred turnaround costs | (311.6) | (117.7) | (188.1) |
Expenditures for other assets | (66) | (28.9) | (9.1) |
Acquisition of Martinez refinery | 0 | 0 | (1,176.2) |
Proceeds from sale of assets | 0 | 7.2 | 543.1 |
Net cash used in investing activities | (1,010.9) | (388.5) | (1,026.5) |
Cash flows from financing activities: | |||
PBFX Merger Transaction payment | (303.7) | 0 | 0 |
Dividend payments | (24.7) | 0 | (35.9) |
Distributions to PBFX Public Unitholders | (40.3) | (39) | (45.9) |
Payments of capital distribution | (8.6) | 0 | (0.4) |
Settlements of precious metal catalyst obligations | (56.2) | (31.7) | (8.8) |
Proceeds from catalyst financing arrangements | 0 | 0 | 51.9 |
Payments on financing leases | (11.3) | (17.8) | (12.4) |
Proceeds from insurance premium financing | 2.1 | 0 | 0 |
Transactions in connection with stock-based compensation plans, net | 67.8 | (4.6) | (2.1) |
Payments of contingent consideration | (3.1) | (12.2) | 0 |
Share repurchase of PBF Energy’s Class A common stock | (156.4) | 0 | (1.6) |
Deferred financing costs and other | (31.3) | 3.4 | (35) |
Net cash (used in) provided by financing activities | (2,899) | (356.8) | 2,452.7 |
Net change in cash and cash equivalents | 862.1 | (268) | 794.6 |
Cash and cash equivalents, beginning of period | 1,341.5 | 1,609.5 | 814.9 |
Cash and cash equivalents, end of period | 2,203.6 | 1,341.5 | 1,609.5 |
Non-cash activities: | |||
Accrued and unpaid capital expenditures | 166.1 | 104 | 32.1 |
Assets acquired or remeasured under operating and financing leases | 54.7 | (106.6) | 702 |
Fair value of the Martinez Contingent Consideration at acquisition | 0 | 0 | 77.3 |
Cash paid during year for: | |||
Interest, net of capitalized interest of $25.0, $9.1 and $12.6 in 2022, 2021 and 2020, respectively | 249.7 | 307 | 206.9 |
Capitalized interest | 25 | 9.1 | 12.6 |
Income taxes | 148.9 | 5.7 | 2.1 |
Collins Pipeline Company And T&M Terminal Company | |||
Cash flows from financing activities: | |||
Payments of capital distribution | 0 | (0.7) | 0 |
2025 Senior Secured Notes | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Loss (gain) on extinguishment of debt | (69.9) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | 1,250.6 |
Repayments of long-term debt | (1,307.4) | 0 | 0 |
2028 Senior Notes | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Loss (gain) on extinguishment of debt | (3.6) | (62.4) | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | 1,000 |
Repayments of long-term debt | (21.1) | (109.3) | 0 |
2025 Senior Notes | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Loss (gain) on extinguishment of debt | (0.2) | (17.5) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (4.8) | (37.5) | 0 |
2023 Senior Notes | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | 0 | (517.5) |
PBF Energy Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 400 | 0 | 1,450 |
Repayments of revolver borrowings | (1,300) | 0 | (550) |
PBFX Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | 100 |
Repayments of revolver borrowings | (100) | (100) | (183) |
Rail Term Loan | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | $ 0 | $ (7.4) | $ (7.2) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows PBF LLC STATEMENT OF CASH FLOW - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net income (loss) | $ 2,972.8 | $ 315.5 | $ (1,333.3) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Depreciation and amortization | 533.9 | 483.8 | 581.1 |
Impairment expense | 0 | 0 | 98.8 |
Stock-based compensation | 54.3 | 35.6 | 34.2 |
Change in fair value of catalyst obligations | 2 | (8.5) | 11.8 |
Deferred income taxes | 420.2 | 11.7 | 1.6 |
Non-cash change in inventory repurchase obligations | (5.4) | (8.4) | (12.6) |
Non-cash lower of cost or market inventory adjustment | 0 | (669.6) | 268 |
Change in fair value of contingent consideration, net | 48.3 | 32.4 | (93.7) |
Loss (gain) on extinguishment of debt | 66.1 | (79.9) | 22.2 |
Pension and other post-retirement benefit costs | 47.6 | 50.8 | 55.7 |
Loss (gain) on sale of assets | 0.9 | (3) | (477.8) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (178.8) | (764.7) | 322.1 |
Inventories | (258.5) | (149.3) | 392.2 |
Prepaid and other current assets | (5.4) | (16.2) | (1.8) |
Accounts payable | (95.7) | 480.7 | (206.6) |
Accrued expenses | 881 | 797.9 | 116 |
Deferred revenue | (2.1) | (4.5) | 27.1 |
Other assets and liabilities | 0.5 | (75.3) | (63.1) |
Net cash provided by (used in) operating activities | 4,772 | 477.3 | (631.6) |
Cash flows from investing activities: | |||
Expenditures for property, plant and equipment | (633.3) | (249.1) | (196.2) |
Expenditures for deferred turnaround costs | (311.6) | (117.7) | (188.1) |
Expenditures for other assets | (66) | (28.9) | (9.1) |
Acquisition of Martinez refinery | 0 | 0 | (1,176.2) |
Proceeds from sale of assets | 0 | 7.2 | 543.1 |
Net cash used in investing activities | (1,010.9) | (388.5) | (1,026.5) |
Cash flows from financing activities: | |||
PBFX Merger Transaction payment | (303.7) | 0 | 0 |
Dividend payments | (24.7) | 0 | (35.9) |
Distributions to PBFX public unitholders | (40.3) | (39) | (45.9) |
Payments of capital distribution | (8.6) | 0 | (0.4) |
Settlements of precious metal catalyst obligations | (56.2) | (31.7) | (8.8) |
Proceeds from catalyst financing arrangements | 0 | 0 | 51.9 |
Payments on financing leases | (11.3) | (17.8) | (12.4) |
Transactions in connection with stock-based compensation plans, net | 67.8 | (4.6) | (2.1) |
Payments of contingent consideration | (3.1) | (12.2) | 0 |
Share repurchase of PBF Energy’s Class A common stock | (156.4) | 0 | (1.6) |
Proceeds from insurance premium financing | 2.1 | 0 | 0 |
Deferred financing costs and other | (31.3) | 3.4 | (35) |
Net cash (used in) provided by financing activities | (2,899) | (356.8) | 2,452.7 |
Net change in cash and cash equivalents | 862.1 | (268) | 794.6 |
Cash and cash equivalents, beginning of period | 1,341.5 | 1,609.5 | 814.9 |
Cash and cash equivalents, end of period | 2,203.6 | 1,341.5 | 1,609.5 |
Non-cash activities: | |||
Accrued and unpaid capital expenditures | 166.1 | 104 | 32.1 |
Assets acquired or remeasured under operating and financing leases | 54.7 | (106.6) | 702 |
Fair value of the Martinez Contingent Consideration at acquisition | 0 | 0 | 77.3 |
Cash paid during year for: | |||
Interest, net of capitalized interest of $25.0, $9.1 and $12.6 in 2022, 2021 and 2020, respectively | 249.7 | 307 | 206.9 |
Capitalized interest | 25 | 9.1 | 12.6 |
Income taxes | 148.9 | 5.7 | 2.1 |
PBF LLC | |||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net income (loss) | 3,834.2 | 381.7 | (1,720.3) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Depreciation and amortization | 533.9 | 483.8 | 581.1 |
Impairment expense | 0 | 0 | 98.8 |
Stock-based compensation | 54.3 | 35.6 | 34.2 |
Change in fair value of catalyst obligations | 2 | (8.5) | 11.8 |
Deferred income taxes | (3.2) | (14.5) | 7.3 |
Non-cash change in inventory repurchase obligations | (5.4) | (8.4) | (12.6) |
Non-cash lower of cost or market inventory adjustment | 0 | (669.6) | 268 |
Change in fair value of contingent consideration, net | 48.3 | 32.4 | (93.7) |
Loss (gain) on extinguishment of debt | 66.1 | (79.9) | 22.2 |
Pension and other post-retirement benefit costs | 47.6 | 50.8 | 55.7 |
Loss (gain) on sale of assets | 0.9 | (3) | (477.8) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (178.8) | (764.7) | 321 |
Inventories | (258.5) | (149.3) | 392.2 |
Prepaid and other current assets | (5.4) | (16.2) | (1.8) |
Accounts payable | (96.9) | 480.7 | (206.6) |
Accrued expenses | 876.2 | 810.6 | 124.9 |
Deferred revenue | (2.1) | (4.5) | 27.1 |
Other assets and liabilities | 0.6 | (75.3) | (63.7) |
Net cash provided by (used in) operating activities | 4,913.8 | 481.7 | (632.2) |
Cash flows from investing activities: | |||
Expenditures for property, plant and equipment | (633.3) | (249.1) | (196.2) |
Expenditures for deferred turnaround costs | (311.6) | (117.7) | (188.1) |
Expenditures for other assets | (66) | (28.9) | (9.1) |
Acquisition of Martinez refinery | 0 | 0 | (1,176.2) |
Proceeds from sale of assets | 0 | 7.2 | 543.1 |
Net cash used in investing activities | (1,010.9) | (388.5) | (1,026.5) |
Cash flows from financing activities: | |||
PBFX Merger Transaction payment | (303.7) | 0 | 0 |
Dividend payments | (1,155.2) | 0 | (36.3) |
Distributions to PBFX public unitholders | (40.3) | (39) | (45.9) |
Affiliate note payable with PBF Energy Inc. | 1,070.5 | (1.1) | (0.1) |
Settlements of precious metal catalyst obligations | (56.2) | (31.7) | (8.8) |
Proceeds from catalyst financing arrangements | 0 | 0 | 51.9 |
Payments on financing leases | (11.3) | (17.8) | (12.4) |
Transactions in connection with stock-based compensation plans, net | (22.7) | (2.9) | (2.1) |
Payments of contingent consideration | (3.1) | (12.2) | 0 |
Share repurchase of PBF Energy’s Class A common stock | (156.4) | 0 | (1.6) |
Proceeds from insurance premium financing | 2.1 | 0 | 0 |
Deferred financing costs and other | (31.3) | (1.1) | (35.3) |
Net cash (used in) provided by financing activities | (3,040.9) | (360.7) | 2,452.3 |
Net change in cash and cash equivalents | 862 | (267.5) | 793.6 |
Cash and cash equivalents, beginning of period | 1,339.8 | 1,607.3 | 813.7 |
Cash and cash equivalents, end of period | 2,201.8 | 1,339.8 | 1,607.3 |
Non-cash activities: | |||
Accrued and unpaid capital expenditures | 166.1 | 104 | 32.1 |
Assets acquired or remeasured under operating and financing leases | 54.7 | (106.6) | 702 |
Fair value of the Martinez Contingent Consideration at acquisition | 0 | 0 | 77.3 |
Cash paid during year for: | |||
Interest, net of capitalized interest of $25.0, $9.1 and $12.6 in 2022, 2021 and 2020, respectively | 249.7 | 307 | 206.9 |
Capitalized interest | 25 | 9.1 | 12.6 |
Income taxes | 6.2 | 2.1 | 1 |
PBF LLC | Collins Pipeline Company And T&M Terminal Company | |||
Cash flows from financing activities: | |||
Payments of capital distribution | 0 | (0.7) | 0 |
2025 Senior Secured Notes | |||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Loss (gain) on extinguishment of debt | (69.9) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | 1,250.6 |
Repayments of long-term debt | (1,307.4) | 0 | 0 |
2025 Senior Secured Notes | PBF LLC | |||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | 1,250.6 |
Repayments of long-term debt | (1,307.4) | 0 | 0 |
2028 Senior Notes | |||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Loss (gain) on extinguishment of debt | (3.6) | (62.4) | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | 1,000 |
Repayments of long-term debt | (21.1) | (109.3) | 0 |
2028 Senior Notes | PBF LLC | |||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | 1,000 |
Repayments of long-term debt | (21.1) | (109.3) | 0 |
2025 Senior Notes | |||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Loss (gain) on extinguishment of debt | (0.2) | (17.5) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (4.8) | (37.5) | 0 |
2025 Senior Notes | PBF LLC | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | (4.8) | (37.5) | 0 |
2023 Senior Notes | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | 0 | (517.5) |
2023 Senior Notes | PBF LLC | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | 0 | (517.5) |
PBF Energy Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 400 | 0 | 1,450 |
Repayments of revolver borrowings | (1,300) | 0 | (550) |
PBF Energy Revolving Credit Facility | PBF LLC | |||
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 400 | 0 | 1,450 |
Repayments of revolver borrowings | (1,300) | 0 | (550) |
PBFX Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | 100 |
Repayments of revolver borrowings | (100) | (100) | (183) |
PBFX Revolving Credit Facility | PBF LLC | |||
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | 100 |
Repayments of revolver borrowings | (100) | (100) | (183) |
Rail Term Loan | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | (7.4) | (7.2) |
Rail Term Loan | PBF LLC | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | $ 0 | $ (7.4) | $ (7.2) |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF Energy Company LLC (“PBF LLC”), with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its Consolidated Financial Statements representing the economic interests of PBF LLC’s members other than PBF Energy (refer to “Note 15 - Noncontrolling Interests”). PBF Energy holds a 99.3% economic interest in PBF LLC as of December 31, 2022 through its ownership of PBF LLC Series C Units, which are held solely by PBF Energy. Holders of PBF LLC Series A Units, which are held by parties other than PBF Energy (“the members of PBF LLC other than PBF Energy”), hold the remaining 0.7% economic interest in PBF LLC. In addition, the amended and restated limited liability company agreement of PBF LLC provides that any PBF LLC Series A Units acquired by PBF Energy will automatically be reclassified as PBF LLC Series C Units in connection with such acquisition. PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. Collectively, PBF Energy and its consolidated subsidiaries, are referred to hereinafter as the “Company” unless the context otherwise requires. Discussions or areas of the Notes to Consolidated Financial Statements that either apply only to PBF Energy or PBF LLC are clearly noted. Substantially all of the Company’s operations are in the United States. The Company operates in two reportable segments: Refining and Logistics. The Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products and represent the Refining segment. PBF Logistics LP (“PBFX”) operates logistics assets such as crude oil and refined products terminals, pipelines and storage facilities. The Logistics segment consists solely of PBFX’s operations. Merger Transaction On July 27, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC, PBFX, and PBF Logistics GP LLC (“PBFX GP”) entered into a definitive agreement (the “Merger Agreement”) pursuant to which PBF Energy and PBF LLC announced their intention to acquire all of the publicly held common units in PBFX representing limited partner interests in the MLP not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates on the closing date of the transaction (the “Merger Transaction”). The Merger Transaction closed on November 30, 2022 and PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC. At the effective time of the closing of the Merger Transaction, pursuant to the terms of the Merger Agreement, each PBFX Public Common Unit was converted into the right to receive: (i) 0.27 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy, (ii) $9.25 in cash, without interest, and (iii) any cash in lieu of fractional shares of PBF Energy Common Stock to which the holder thereof became entitled upon surrender of such PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement consideration totaled $303.7 million in cash and resulted in the issuance of 8,864,684 PBF Energy common shares. The PBFX Common Units owned by PBF LLC and PBFX Holdings and the non-economic general partner interest remain outstanding and were unaffected by the Merger Transaction. There was no change in ownership of the non-economic general partner interest. The Merger Transaction was accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation . Because the Company controlled PBFX both before and after the Merger Transaction, the changes in the Company’s ownership interest in PBFX resulting from the Merger Transaction was accounted for as an equity transaction, and no gain or loss was recognized in the Company’s Consolidated Statements of Operations. In addition, the tax effects of the Merger Transaction were recorded as adjustments to other assets, deferred income taxes and additional paid-in capital consistent with ASC 740, Income Taxes (“ASC 740”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Presentation These Consolidated Financial Statements include the accounts of PBF Energy and subsidiaries in which PBF Energy has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. Cost Classifications Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs. Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with our refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s Consolidated Statements of Operations. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates. Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used. Business Combinations We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in business combinations at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Certain of the Company’s acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, the Company records contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity of those instruments. Concentrations of Credit Risk For the years ended December 31, 2022 and December 31, 2021, only one customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 14% and 15%, respectively). As of December 31, 2022 and December 31, 2021, only one customer, Shell, accounted for 10% or more of the Company’s total trade accounts receivable (approximately 19% and 26%, respectively). Revenue Recognition The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue related to the sale of products when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Refer to “Note 18 - Revenues” for further discussion of the Company’s revenue recognition policy. Accounts Receivable Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their estimated net realizable value. In estimating probable losses, management reviews accounts that are past due and determines if there are any known disputes. Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis. Inventory Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method. RINs The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “RFS”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. Leases The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate. For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component separately. Property, Plant and Equipment Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on the effective interest rate of total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage. Depreciation is computed using the straight-line method over the following estimated useful lives: Process units and equipment 5-25 years Pipeline and equipment 5-25 years Buildings 25 years Computers, furniture and fixtures 3-7 years Leasehold improvements 20 years Railcars 50 years Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Deferred Charges and Other Assets, Net Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs. The amortization period generally ranges from 3 to 6 years; however, based upon the specific facts and circumstances, different periods of deferral occur. Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s review of its long-lived assets. Deferred financing costs are capitalized when incurred and amortized over the life of the loan (generally 1 to 8 years). Intangible assets with finite lives primarily consist of emission credits, permits and customer relationships and are amortized over their estimated useful lives (generally 1 to 10 years). Asset Retirement Obligations The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and applying current regulations, as well as the Company’s own internal environmental policies. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of the Company’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. Stock-Based Compensation Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common stock granted by the Company to certain employees, Series A warrants issued or granted by PBF LLC to employees in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of PBF LLC granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain members of management and restricted PBF LLC Series A Units and restricted PBF Energy Class A common stock granted to certain directors and officers. The estimated fair value of the options to purchase PBF Energy Class A common stock and the PBF LLC Series A warrants and options is based on the Black-Scholes option pricing model and the fair value of the PBF LLC Series B units is estimated based on a Monte Carlo simulation model. The estimated fair value is amortized as stock-based compensation expense on a straight-line method over the vesting period and included in General and administrative expense with forfeitures recognized in the period they occur. PBF Energy grants performance share unit awards and performance unit awards to certain key employees. Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance cycle with four measurement periods and performance awards granted to employees after November 1, 2020 are based on a three-year performance cycle having a single measurement period. The payout for each, which ranges from zero to 200%, is based on the relative ranking of the total shareholder return (“TSR”) of PBF Energy’s common stock as compared to the TSR of a selected group of industry peer companies over an average of four measurement periods. The performance share unit awards and performance unit awards are each measured at fair value based on Monte Carlo simulation models. The performance share unit awards will be settled in PBF Energy Class A common stock and are accounted for as equity awards and the performance unit awards will be settled in cash and are accounted for as liability awards. Income Taxes As a result of the PBF Energy’s acquisition of PBF LLC Series A Units or exchanges of PBF LLC Series A Units for PBF Energy Class A common stock, PBF Energy expects to benefit from amortization and other tax deductions reflecting the step up in tax basis in the acquired assets. Those deductions will be allocated to PBF Energy and will be taken into account in reporting PBF Energy’s taxable income. As a result of a federal income tax election made by PBF LLC, applicable to a portion of PBF Energy’s acquisition of PBF LLC Series A Units, the income tax basis of the assets of PBF LLC, underlying a portion of the units PBF Energy acquired, has been adjusted based upon the amount that PBF Energy paid for that portion of its PBF LLC Series A Units. PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”), which provides for the payment by PBF Energy equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. As a result of these transactions, PBF Energy’s tax basis in its share of PBF LLC’s assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of $191.4 million as of December 31, 2022. Deferred taxes are calculated using a liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences represent the differences between reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. PBF Energy recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes on the Consolidated Statements of Operations. The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. On the basis of this evaluation, a valuation allowance is recorded to recognize only the portion of deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryover period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as PBF Energy’s projections for future taxable income. The Federal tax returns for all years since 2019 and state tax returns for all years since 2018 (see “Note 19 - Income Taxes”) are subject to examination by the respective tax authorities. Net Income Per Share Net income per share is calculated by dividing the net income available to PBF Energy Class A common stockholders by the weighted average number of shares of PBF Energy Class A common stock outstanding during the period. Diluted net income per share is calculated by dividing the net income available to PBF Energy Class A common stockholders, adjusted for the net income attributable to the noncontrolling interest and the assumed income tax expense thereon, by the weighted average number of PBF Energy Class A common shares outstanding during the period adjusted to include the assumed exchange of all PBF LLC Series A units outstanding for PBF Energy Class A common stock, if applicable under the if converted method, and the potentially dilutive effect of outstanding options to purchase shares of PBF Energy Class A common stock, performance share awards and options and warrants to purchase PBF LLC Series A Units, subject to forfeiture utilizing the treasury stock method. Pension and Other Post-Retirement Benefits The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its pension and post-retirement benefit plans. The funded status is recorded within Other long-term liabilities or Other non-current assets. Changes in the plans’ funded status are recognized in other comprehensive income in the period the change occurs. Fair Value Measurement A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. Financial Instruments The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The Company’s non-derivative financial instruments that are included in current assets and current liabilities are recorded at cost in the Consolidated Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature. Derivative instruments are recorded at fair value in the Consolidated Balance Sheets. The Company’s commodity contracts are measured and recorded at fair value using Level 1 inputs based on quoted prices in an active market, Level 2 inputs based on quoted market prices for similar instruments, or Level 3 inputs based on third-party sources and other available market based data. The Company’s catalyst obligations and derivatives related to the Company’s crude oil and feedstocks and refined product purchase obligations are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on observable market prices for similar instruments. Derivative Instruments The Company is exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks used in the refining process as well as the prices of the refined products sold and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. All derivative instruments, not designated as normal purchases or sales, are recorded in the Consolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized in earnings. Contracts qualifying for the normal purchase and sales exemption are accounted for upon settlement. Cash flows related to derivative instruments that are not designated or do not qualify for hedge accounting treatment are included in operating activities. The Company designates certain derivative instruments as fair value hedges of a particular risk associated with a recognized asset or liability. At the inception of the hedge designation, the Company documents the relationship between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivative gains and losses related to these fair value hedges, including hedge ineffectiveness, are recorded in cost of sales along with the change in fair value of the hedged asset or liability attributable to the hedged risk. Cash flows related to derivative instruments that are designated as fair value hedges are included in operating activities. Economic hedges are hedges not designated as fair value or cash flow hedges for accounting purposes that are used to (i) manage price volatility in certain refinery feedstock and refined product inventories, and (ii) manage price volatility in certain forecasted refinery feedstock purchases and refined product sales. These instruments are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in cost of sales. Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives, determination of the fair value of derivatives, documentation of hedge relationships, assessment and measurement of hedge ineffectiveness and election and designation of the normal purchases and sales exemption. All of these judgments, depending upon their timing and effect, can have a significant impact on the Company’s earnings. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting”. The amendments in this ASU provide optional guidance to alleviate the burden in accounting for reference rate reform, by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationship and other transactions affected by the expected market transition from London Interbank Offered Rate (“LIBOR”) and other interbank rates. The Company’s adoption of this guidance did not have, and is not anticipated to have, a material impact on its Consolidated Financial Statements and related disclosures. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | CURRENT EXPECTED CREDIT LOSSES Credit Losses The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk. The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of December 31, 2022 or December 31, 2021. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: December 31, 2022 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 1,195.2 $ 140.9 $ 1,336.1 Refined products and blendstocks 1,244.7 40.9 1,285.6 Warehouse stock and other 141.9 — 141.9 $ 2,581.8 $ 181.8 $ 2,763.6 Lower of cost or market adjustment — — — Total inventories $ 2,581.8 $ 181.8 $ 2,763.6 December 31, 2021 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 953.5 $ 151.4 $ 1,104.9 Refined products and blendstocks 964.6 293.8 1,258.4 Warehouse stock and other 141.8 — 141.8 $ 2,059.9 $ 445.2 $ 2,505.1 Lower of cost or market adjustment — — — Total inventories $ 2,059.9 $ 445.2 $ 2,505.1 On October 25, 2021, PBF Holding and its subsidiaries, Delaware City Refining Company LLC, Paulsboro Refining Company LLC and Chalmette Refining, L.L.C. (“Chalmette Refining”) (collectively, the “PBF Entities”), entered into a third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”), pursuant to which the terms of the existing inventory intermediation agreements were amended and restated in their entirety, including, among other things, pricing and an extension of terms. The Third Inventory Intermediation Agreement extends the term to December 31, 2024, which term may be further extended by mutual consent of the parties to December 31, 2025. On May 25, 2022, the PBF Entities entered into an amendment of the Third Inventory Intermediation Agreement to amend certain provisions thereof that related to and were impacted by amendments made on May 25, 2022 to the Revolving Credit Agreement, as defined in “Note 8 - Credit Facilities and Debt”. Pursuant to the Third Inventory Intermediation Agreement, J. Aron will continue to purchase and hold title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the "Refineries") and delivered into storage tanks at the Refineries (the "Storage Tanks"). The J. Aron Products are sold back to the Company as the J. Aron Products are discharged out of the Storage Tanks. These purchases and sales are settled daily, and pricing is trued-up monthly at the market prices related to those J. Aron Products. These transactions are considered to be made in contemplation of each other and, accordingly, do not result in the recognition of a sale when title passes from the Refineries to J. Aron. Additionally, J. Aron has the right to store the J. Aron Products purchased in Storage Tanks under the Third Inventory Intermediation Agreement and will retain these storage rights for the term of the agreement. PBF Holding continues to market and sell the J. Aron Products independently to third parties. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: (in millions) December 31, December 31, Land $ 533.6 $ 533.6 Processing units, pipelines and equipment 5,352.8 5,166.1 Buildings and leasehold improvements 128.7 128.1 Computers, furniture and fixtures 184.4 176.8 Construction in progress 830.8 331.1 7,030.3 6,335.7 Less—Accumulated depreciation (1,669.3) (1,433.5) Total property, plant and equipment, net $ 5,361.0 $ 4,902.2 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $236.5 million, $229.6 million and $223.0 million, respectively. The Company capitalized $25.0 million and $9.1 million in interest during 2022 and 2021, respectively, in connection with construction in progress. East Coast Refining Reconfiguration On December 31, 2020, the Company reconfigured the Delaware City and Paulsboro refineries (the “East Coast Refining Reconfiguration”) temporarily idling certain of its major processing units at the Paulsboro refinery, in order to operate the two refineries as one functional unit referred to as the “East Coast Refining System”. The reconfiguration process resulted in lower overall throughput and inventory levels in addition to decreases in capital and operating costs. The Company abandoned certain projects related to assets under construction related to these idled assets, resulting in an impairment charge of approximately $11.9 million and a corresponding decrease to its construction in progress account in 2020. Capital Project Abandonments During 2020, in connection with the Company’s strategic response plan to deal with the COVID-19 pandemic and its East Coast Refining Reconfiguration, it assessed its refinery wide slate of capital projects that were either in process or not yet placed into service as of December 31, 2020. Based on this assessment and the Company’s strategic plan to reduce capital expenditures, it decided to abandon various capital projects across the refinery system, resulting in an impairment charge of approximately $79.9 million in 2020. Sale of Hydrogen Plants On April 17, 2020, the Company closed on the sale of five hydrogen plants to Air Products and Chemicals, Inc. (“Air Products”) in a sale-leaseback transaction for gross cash proceeds of $530.0 million and recognized a gain of $471.1 million. In connection with the sale, the Company entered into a transition services agreement which was followed by the execution of long-term supply agreements in August 2020. Refer to “Note 13 - Leases” for further information. Torrance Land Sales On December 30, 2020, the Company closed on a third-party sale of parcels of real property acquired as part of the Torrance refinery, but not part of the refinery itself. The sale resulted in a gain of approximately $8.1 million in 2020 included within Gain on sale of assets in the Consolidated Statements of Operations. |
DEFERRED CHARGES AND OTHER ASSE
DEFERRED CHARGES AND OTHER ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED CHARGES AND OTHER ASSETS, NET | DEFERRED CHARGES AND OTHER ASSETS, NET Deferred charges and other assets, net consisted of the following: (in millions) December 31, December 31, Deferred turnaround costs, net $ 619.5 $ 537.0 Catalyst, net (a) 199.7 166.8 Environmental credits 41.4 41.3 Linefill 27.4 27.4 Pension plan assets 18.6 20.7 Other 56.1 29.7 Total deferred charges and other assets, net $ 962.7 $ 822.9 (a) Catalyst, net includes $117.0 million and $113.0 million of indefinite-lived precious metal catalysts (both owned or financed as part of existing catalyst financing arrangements) as of December 31, 2022 and December 31, 2021, respectively. The Company recorded amortization expense related to deferred turnaround costs, catalyst and intangible assets of $262.0 million, $221.1 million and $325.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Included in the year 2020 amortization expense is approximately $56.2 million of accelerated unamortized deferred turnaround costs associated with assets that were idled as part of the East Coast Refining Reconfiguration. Intangible assets - net, included in “Other” above, primarily consists of customer relationships, permits and emission credits. Our net balance as of December 31, 2022 and December 31, 2021 is shown below: (in millions) December 31, December 31, Intangible assets - gross $ 25.5 $ 25.5 Accumulated amortization (16.4) (15.9) Intangible assets - net $ 9.1 $ 9.6 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: PBF Energy (in millions) December 31, December 31, Inventory-related accruals $ 1,417.4 $ 959.9 Renewable energy credit and emissions obligations (a) 1,361.1 953.9 Accrued salaries and benefits 173.1 59.5 Accrued transportation costs 127.3 91.0 Excise and sales tax payable 123.6 112.7 Accrued utilities 105.4 73.0 Inventory intermediation agreement (b) 98.3 280.1 Accrued capital expenditures 86.3 62.8 Contingent consideration 81.6 2.9 Accrued refinery maintenance and support costs 48.1 55.8 Accrued interest 24.9 37.7 Accrued income tax payable 16.5 — Environmental liabilities 14.9 14.9 Current finance lease liabilities 11.7 11.1 Other 30.6 25.1 Total accrued expenses $ 3,720.8 $ 2,740.4 PBF LLC (in millions) December 31, December 31, Inventory-related accruals $ 1,417.4 $ 959.9 Renewable energy credit and emissions obligations (a) 1,361.1 953.9 Accrued salaries and benefits 173.1 59.5 Accrued transportation costs 127.3 91.0 Excise and sales tax payable 123.6 112.7 Accrued utilities 105.4 73.0 Inventory intermediation agreement (b) 98.3 280.1 Accrued capital expenditures 86.3 62.8 Accrued interest 84.2 86.0 Contingent consideration 81.6 2.9 Accrued refinery maintenance and support costs 48.1 55.8 Environmental liabilities 14.9 14.9 Current finance lease liabilities 11.7 11.1 Accrued income tax payable 5.2 — Other 30.1 29.0 Total accrued expenses $ 3,768.3 $ 2,792.6 (a) The Company is subject to obligations to purchase RINs required to comply with the RFS. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. The Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of December 31, 2022, the Company had entered into approximately $899.2 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of a triennial period program which will be settled through 2024. (b) The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022 and December 31, 2021, a liability is recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. |
CREDIT FACILITIES AND DEBT
CREDIT FACILITIES AND DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND DEBT | CREDIT FACILITIES AND DEBT Long-term debt outstanding consisted of the following: (in millions) December 31, December 31, 2025 Senior Secured Notes $ — $ 1,250.0 2028 Senior Notes 801.6 826.5 2025 Senior Notes 664.5 669.5 PBFX 2023 Senior Notes 525.0 525.0 Revolving Credit Facility — 900.0 PBFX Revolving Credit Facility — 100.0 Catalyst financing arrangements 4.0 58.4 1,995.1 4,329.4 Less—Current debt (524.2) — Unamortized premium 0.2 1.4 Unamortized deferred financing costs (36.2) (35.0) Long-term debt $ 1,434.9 $ 4,295.8 As of December 31, 2022, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements. 2025 Senior Secured Notes On May 13, 2020, PBF Holding entered into an indenture among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “initial 2025 Senior Secured Notes”). The Issuers received net proceeds of approximately $982.9 million from the offering after deducting the initial purchasers’ discount and offering expenses. On December 21, 2020 PBF Holding issued an additional $250.0 million in aggregate principal amount of tack on 9.25% senior secured notes due 2025 (the “additional 2025 Senior Secured Notes”). The additional 2025 senior secured notes were issued at an offering price of 100.25% plus accrued and unpaid interest from and including, November 15, 2020. The additional 2025 Senior Secured Notes were issued under the indenture governing the initial 2025 Senior Secured Notes and, together with the additional 2025 Senior Secured Notes, the (“2025 Senior Secured Notes”). The additional 2025 Senior Secured Notes were treated as a single series with the initial 2025 Senior Secured Notes and had the same terms except that a portion of the additional 2025 Senior Secured Notes were issued initially under a new temporary CUSIP number to be used during the 40-day distribution compliance period. The Issuers received net proceeds of approximately $245.7 million from the offering after deducting the initial purchasers’ discount and offering expenses. The 2025 Senior Secured Notes were guaranteed on a senior secured basis by substantially all of PBF Holding’s subsidiaries. The 2025 Senior Secured Notes and guarantees were senior obligations and secured, subject to certain exceptions and permitted liens, on a first-priority basis, by substantially all of PBF Holding's and the guarantors’ present and future assets (other than assets securing the PBF Holding asset-based revolving credit facility (the “Revolving Credit Facility”)), which may also constitute collateral securing certain hedging obligations and any existing or future indebtedness that is permitted to be secured on a pari passu basis with the 2025 Senior Secured Notes. The 2025 Senior Secured Notes and guarantees were senior secured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Credit Facility, the 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes) and the 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”). The 2025 Senior Secured Notes and guarantees ranked effectively senior to all of the Issuers’ and the Guarantors’ existing and future indebtedness that is not secured by the collateral (including the Revolving Credit Facility, the 2028 Senior Notes and the 2025 Senior Notes), subject to permitted liens on such collateral and certain other exceptions, and senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2025 Senior Secured Notes and the guarantees were effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness that is secured by liens on assets owned by the Company that do not constitute part of the collateral securing the 2025 Senior Secured Notes and the guarantees (including the assets securing the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2025 Senior Secured Notes and the guarantees were structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2025 Senior Secured Notes contained customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants included limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants were to cease to apply or were to be modified if the 2025 Senior Secured Notes were rated investment grade. During 2022, the Company exercised its rights under the indenture governing the 2025 Senior Secured Notes to redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625% of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The difference between the carrying value of the 2025 Senior Secured Notes on the date they were redeemed and the amount for which they were redeemed was $69.9 million and was recorded as a loss on extinguishment of debt in the Consolidated Statements of Operations. 2028 Senior Notes On January 24, 2020, PBF Holding entered into an indenture among the Issuers, the Guarantors, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of the 6.00% 2028 Senior Notes. The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Company primarily used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the acquisition of the Martinez refinery and related logistics assets (the “Martinez Acquisition”). The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as loss on extinguishment of debt in the Consolidated Statements of Operations. The 2028 Senior Notes included a registration rights arrangement whereby the Issuer and the Guarantors agreed to file with the U.S. Securities and Exchange Commission and use commercially reasonable efforts to consummate an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration statement was declared effective on October 14, 2020 and the exchange was consummated during the fourth quarter of 2020. As such, the Company did not have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded. The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including the Revolving Credit Facility, the 2025 Senior Notes and the 2025 Senior Secured Notes. The 2028 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2028 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2028 Senior Notes are rated investment grade. At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2028 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the 2028 Senior Notes, plus any accrued and unpaid interest through the date of redemption. On or after February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes at a “make-whole” redemption price described in the indenture, together with any accrued and unpaid interest through the date of redemption. During 2022, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in the extinguishment of $24.9 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $21.1 million and the Company recognized a $3.6 million gain on the extinguishment of debt during the year ended December 31, 2022. During 2021, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in the extinguishment of $173.5 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $109.3 million and the Company recognized a $62.4 million gain on the extinguishment of debt during the year ended December 31, 2022. 2025 Senior Notes On May 30, 2017, PBF Holding entered into an indenture among Issuers, the Guarantors, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $725.0 million in aggregate principal amount of 7.25% 2025 Senior Notes. The Issuers received net proceeds of approximately $711.6 million from the offering after deducting the initial purchasers’ discount and offering expenses, all of which was used to fund the cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.25% Senior Secured Notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes which remained outstanding after the completion of the Tender Offer, and for general corporate purposes. The 2025 Senior Notes are guaranteed by substantially all of PBF Holding’s subsidiaries. The 2025 Senior Notes and guarantees are senior unsecured obligations which rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Credit Facility, the 2028 Senior Notes and the 2025 Senior Secured Notes. The 2025 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2025 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2025 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. PBF Holding has optional redemption rights to repurchase all or a portion of the 2025 Senior Notes at varying prices which are no less than 100% of the principal amount plus accrued and unpaid interest. The holders of the 2025 Senior Notes have repurchase options exercisable only upon a change in control, certain asset sale transactions, or in event of a default as defined in the indenture. In addition, the 2025 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities that limit certain types of additional debt, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2025 Senior Notes are rated investment grade. During 2022, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in the extinguishment of $5.0 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $4.8 million and the Company recognized a $0.2 million gain on the extinguishment of debt during the year ended December 31, 2022. During 2021, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in the extinguishment of $55.5 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $37.5 million and the Company recognized a $17.5 million gain on the extinguishment of debt during the year ended December 31, 2022. PBFX 2023 Senior Notes On May 12, 2015, PBFX entered into an indenture among PBFX and PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of PBFX (together with PBFX, the “PBFX Issuers”), the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, under which the PBFX Issuers issued $350.0 million in aggregate principal amount of 6.875% Senior Notes due 2023. On October 6, 2017, PBFX entered into a supplemental indenture for the purpose of issuing an additional $175.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (together with the initially issued notes, the “PBFX 2023 Senior Notes”). The additional amount of the PBFX 2023 Senior Notes were issued at 102% of face value, or an effective interest rate of 6.442%. The additional amount of the PBFX 2023 Senior Notes are treated as a single series with the initially issued PBFX 2023 Senior Notes and have the same terms as those of the initially issued PBFX 2023 Senior Notes, except that (i) the additional amount of PBFX 2023 Senior Notes are subject to a separate registration rights agreement, and (ii) the additional amount of PBFX 2023 Senior Notes were issued initially under CUSIP numbers different from the initially issued PBFX 2023 Senior Notes. PBF LLC agreed to a limited guarantee of collection of the principal amount of the PBFX 2023 Senior Notes, but is not otherwise subject to the covenants of the indenture. The PBFX 2023 Senior Notes are general senior unsecured obligations of the PBFX Issuers and are equal in right of payment with all of the PBFX Issuers’ existing and future senior indebtedness, including amounts outstanding under the PBFX Revolving Credit Facility (as defined below). The PBFX 2023 Senior Notes are effectively subordinated to all of the PBFX Issuers’ and the Guarantors’ existing and future secured debt, including the PBFX Revolving Credit Facility(as defined below), to the extent of the value of the assets securing that secured debt and will be structurally subordinated to all indebtedness of PBFX’s subsidiaries that do not guarantee the PBFX 2023 Senior Notes. The PBFX 2023 Senior Notes will be senior to any future subordinated indebtedness the PBFX Issuers may incur. The PBFX 2023 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on PBFX’s and its restricted subsidiaries’ ability to, among other things: (i) make investments; (ii) incur additional indebtedness or issue preferred units; (iii) pay dividends or make distributions on units or redeem or repurchase its subordinated debt; (iv) create liens; (v) incur dividend or other payment restrictions affecting subsidiaries; (vi) sell assets; (vii) merge or consolidate with other entities; and (viii) enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. PBFX has optional redemption rights to repurchase all or a portion of the PBFX 2023 Senior Notes at varying prices which are no less than 100% of the principal amount, plus accrued and unpaid interest. The holders of the PBFX 2023 Senior Notes have repurchase options exercisable only upon a change in control, certain asset dispositions, or in event of default as defined in the indenture. The PBFX 2023 Senior Notes were redeemed on February 2, 2023 and are classified as Current debt as of December 31, 2022, within the Company’s Consolidated Balance Sheet. Refer to “Note 24 - Subsequent Events” for further information. PBF Holding Revolving Credit Facility On May 25, 2022, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment of its existing asset-based revolving credit agreement (the “Revolving Credit Agreement”), among PBF Holding, Bank of America, National Association as administrative agent, and certain other lenders. Among other things, the Revolving Credit Agreement amended and extended the Revolving Credit Facility through January 2025 and increased the maximum commitment to $4.3 billion through May 2023 (currently set to adjust to $2.75 billion in May 2023 through January 2025). The amendments also redefine certain components of the Borrowing Base (as defined in the Revolving Credit Agreement) to reflect the existence of two tranches, tranche A which is comprised of existing lenders who have not elected to extend and whose commitments retain the existing maturity date under the existing revolving credit agreement of May 2, 2023 (the “Tranche A Commitments”) and tranche B, which is comprised of existing and new lenders whose commitments have an extended maturity date of January 31, 2025 (the “Tranche B Commitments”). The Tranche A Commitments total $1.55 billion and the Tranche B Commitments total $2.75 billion. The amendments also include changes to incorporate the adoption of Secured Overnight Financing Rate (“SOFR”) as a replacement of LIBOR, changes to joint lead arrangers, bookrunners, syndication agents and other titles, and other changes related to the foregoing. In addition, an accordion feature allows for additional Tranche B Commitments of up to an additional $500.0 million plus an amount equal to the Tranche A Commitments for existing Tranche A lenders. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Term SOFR Rate plus the Applicable Margin (all as defined in the Revolving Credit Agreement). The Applicable Margin ranges from 0.25% to 1.00% for Alternative Base Rate Loans and from 1.25% to 2.00% for Term SOFR Loans, in each case depending on the Company’s corporate credit rating. In addition, the LC Participation Fee ranges from 1.00% to 1.75% depending on the Company’s corporate credit rating and the Fronting Fee is capped at 0.25%. The Revolving Credit Agreement contains customary covenants and restrictions on the activities of PBF Holding and its subsidiaries, including, but not limited to, limitations on incurring additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers and acquisitions, prepayment of other debt, distributions, dividends and the repurchase of capital stock, transactions with affiliates and the ability of PBF Holding to change the nature of its business or its fiscal year; all as defined in the Revolving Credit Agreement. In addition, the Revolving Credit Agreement has a financial covenant which requires that if at any time Excess Availability, as defined in the Revolving Credit Agreement, is less than the greater of (i) 10% of the lesser of the then existing Borrowing Base and the then aggregate Revolving Commitments of the Lenders (the “Financial Covenant Testing Amount”), and (ii) $100.0 million, and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and $100.0 million for a period of 12 or more consecutive days, PBF Holding will not permit the Consolidated Fixed Charge Coverage Ratio, as defined in the Revolving Credit Agreement and determined as of the last day of the most recently completed quarter, to be less than 1 to 1. PBF Holding’s obligations under the Revolving Credit Facility are (a) guaranteed by each of its domestic operating subsidiaries that are not Excluded Subsidiaries (as defined in the Revolving Credit Agreement) and (b) secured by a lien on (i) PBF LLC’s equity interest in PBF Holding and (ii) certain assets of PBF Holding and the subsidiary guarantors, including all deposit accounts (other than zero balance accounts, cash collateral accounts, trust accounts and/or payroll accounts, all of which are excluded from the definition of collateral), all accounts receivable, all hydrocarbon inventory (other than the J. Aron Products owned by J. Aron pursuant to the Third Inventory Intermediation Agreement) and to the extent evidencing, governing, securing or otherwise related to the foregoing, all general intangibles, chattel paper, instruments, documents, letter of credit rights and supporting obligations; and all products and proceeds of the foregoing. On February 18, 2020, in connection with its entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), the Company amended the Revolving Credit Agreement and entered into a related intercreditor agreement to allow it to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined product over truck racks. Under the Receivables Facility, the Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances. On May 7, 2020, the Company further amended the Revolving Credit Facility, to increase PBF Holding’s ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2022. Outstanding borrowings as of December 31, 2021 was $900.0 million. Issued letters of credit were $576.1 million and $380.1 million as of December 31, 2022 and 2021, respectively. PBFX Credit Facilities On May 14, 2014, in connection with the PBFX initial public offering (the “PBFX Offering”), PBFX entered into a five-year, $275.0 million senior secured revolving credit facility (the “2014 PBFX Revolving Credit Facility”) with the administrative agent and a syndicate of lenders. On July 30, 2018, PBFX replaced the 2014 PBFX Revolving Credit Facility with the $500.0 million amended and restated revolving credit facility (the “PBFX Revolving Credit Facility”). The PBFX Revolving Credit Facility is available to fund working capital, acquisitions, distributions, capital expenditures, and other general partnership purposes and is guaranteed by a guaranty of collection from PBF LLC. PBFX has the ability to increase the maximum amount of the PBFX Revolving Credit Facility by up to $250.0 million to a total facility size of $750.0 million, subject to receiving increased commitments from the lenders or other financial institutions and satisfaction of certain conditions. The PBFX Revolving Credit Facility includes a $75.0 million sublimit for standby letters of credit and a $25.0 million sublimit for swingline loans. Obligations under the PBFX Revolving Credit Facility are guaranteed by PBFX’s restricted subsidiaries, and are secured by a first priority lien on PBFX’s assets and those of PBFX’s restricted subsidiaries. The maturity date of the PBFX Revolving Credit Facility is July 30, 2023, but may be extended for one year on up to two occasions, subject to certain customary terms and conditions. Borrowings under the PBFX Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or the Adjusted LIBOR Rate plus an Applicable Margin, all as defined in the agreement governing the PBFX Revolving Credit Facility (the “PBFX Revolving Credit Agreement”). The Applicable Margin ranges from 0.75% to 1.75% for Alternative Base Rate Loans and from 1.75% to 2.75% for Adjusted LIBOR Rate Loans in each case depending on PBFX’s Consolidated Total Leverage Ratio, as defined in the PBFX Revolving Credit Agreement. The PBFX Revolving Credit Agreement contains affirmative and negative covenants customary for revolving credit facilities of this nature which, among other things, limit or restrict PBFX’s ability and the ability of its restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, amend material contracts, engage in certain business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements, or enter into transactions with affiliates on terms which are not at arm’s length. Additionally, PBFX is required to maintain (a) Consolidated Interest Coverage Ratio of at least 2.50 to 1.00; (b) Consolidated Total Leverage Ratio of not greater than 4.50 to 1.00; and (c) Consolidated Senior Secured Leverage Ratio of not greater than 3.50 to 1.00 (all terms as defined in the PBFX Revolving Credit Agreement). The PBFX Revolving Credit Agreement contains events of default customary for transactions of their nature, including, but not limited to (and subject to any applicable grace periods when applicable), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant contained in the PBFX Revolving Credit Agreement or related documentation, any representation or warranty made in the agreements or related documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in PBFX’s ownership or the ownership or board composition of PBFX GP and material judgments or orders. Upon the occurrence and during the continuation of an event of default under the PBFX Revolving Credit Agreement, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against PBFX and the collateral as may be available to the lenders under the PBFX Revolving Credit Agreement and related documentation or applicable law. The PBFX Revolving Credit Facility may be repaid, from time-to-time, without penalty. There were no outstanding borrowings under the PBFX Revolving Credit Facility as of December 31, 2022. Outstanding letters of credit as of December 31, 2022 were $3.5 million. At December 31, 2021, there were $100.0 million of borrowings and $3.5 million of letters of credit outstanding under the PBFX Revolving Credit Facility. PBFX made net repayments of $100.0 million during the year ended December 31, 2022. Precious Metal Catalyst Financing Arrangements Certain subsidiaries of the Company have entered into agreements whereby such subsidiary sold a portion of its precious metal catalysts to a major commercial bank and subsequently refinanced the precious metal catalysts under contractual arrangements. The volume of the precious metal catalysts and the interest rate are fixed over the term of each financing arrangement. At maturity, the Company must repurchase the applicable precious metal catalysts, or otherwise settle its obligation with the counterparty, at its then fair market value. The Company believes that there is a market for precious metal catalysts and that it will attempt to release such catalysts at maturity. The Company treated these transactions as financing arrangements, and the related payments are recorded as interest expense over the agreements’ terms. The Company has elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability is directly impacted by the change in value of the underlying precious metal catalysts. The fair value of these repurchase obligations as reflected in the fair value of long-term debt outstanding table below is measured using Level 2 inputs. Details of the catalyst financing arrangements at each of the Company’s refineries as of December 31, 2022 are included in the following table: Refinery Metal Annual interest rate Expiration date (1) Delaware City Palladium 4.60 % September 2023 __________________ (1) This catalyst financing arrangement is included in Long-term debt as of December 31, 2022 as the Company has the ability and intent to finance this debt through availability under other credit facilities if the catalyst financing arrangement is not renewed at maturity. In total, aggregate annual catalyst financing fees were approximately $0.2 million and $2.0 million as of December 31, 2022 and 2021, respectively. Debt Maturities Debt maturing in the next five years and thereafter is as follows (in millions): Year Ending December 31, 2023 $ 529.0 2024 — 2025 664.5 2026 — 2027 — Thereafter 801.6 Total debt outstanding $ 1,995.1 |
AFFILIATE NOTE PAYABLE - PBF LL
AFFILIATE NOTE PAYABLE - PBF LLC | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
AFFILIATE NOTE PAYABLE - PBF LLC | AFFILIATE NOTE PAYABLE - PBF LLC As of December 31, 2022 and December 31, 2021, PBF LLC had an outstanding note payable with PBF Energy for an aggregate principal amount of $1,445.7 million and $375.2 million, respectively. The note payable has a maturity date of April 2030, an annual interest rate of 2.5% and may be prepaid in whole or in part at any time, at the option of PBF LLC without penalty or premium. |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following: (in millions) December 31, December 31, Environmental liabilities $ 142.8 $ 142.1 Defined benefit pension plan liabilities 82.8 47.0 Contingent consideration 65.7 29.4 Deferred Compensation 50.5 — Post-retirement medical plan liabilities 13.9 18.2 Early railcar return liability 1.9 6.0 Other 15.3 9.7 Total other long-term liabilities $ 372.9 $ 252.4 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Pursuant to the amended and restated limited liability company agreement of PBF LLC, the holders of PBF LLC Series B Units are entitled to an interest in the amounts received by the investment funds associated with the initial investors in PBF LLC in excess of their original investment in the form of PBF LLC distributions and from the shares of PBF Energy Class A common stock issuable to such investment funds (for their own account and on behalf of the holders of PBF LLC Series B Units) upon an exchange, and the proceeds from the sale of such shares. Such proceeds received by the investment funds associated with the initial investors in PBF LLC are distributed to the holders of the PBF LLC Series B Units in accordance with the distribution percentages specified in the PBF LLC amended and restated limited liability company agreement. There were no distributions to PBF LLC Series B unitholders for the years ended December 31, 2022, 2021 or 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Other Commitments In addition to commitments related to lease obligations accounted for in accordance with ASC 842, Leases and disclosed in “Note 13 - Leases”, the Company is party to agreements which provide for the treatment of wastewater and the supply of hydrogen, nitrogen, oxygen, chemical and steam for certain of its refineries. The Company made purchases of $112.2 million, $76.0 million and $69.0 million under these supply agreements for the years ended December 31, 2022, 2021 and 2020, respectively. The fixed and determinable amounts related to obligations under these agreements are as follows (in millions): Year Ending December 31, 2023 $ 52.4 2024 25.3 2025 21.7 2026 21.7 2027 21.7 Thereafter 186.2 Total obligations $ 329.0 Employment Agreements The Company has entered into various employment agreements with members of executive management and certain other key personnel that include automatic annual renewals, unless canceled. Under some of the agreements, certain of the executives would receive a lump sum payment of between 1.50 to 2.99 times their base salary and continuation of certain employee benefits for the same period upon termination by the Company “Without Cause”, or by the employee “For Good Reason”, or upon a “Change in Control”, as defined in the agreements. Upon death or disability, certain of the Company’s executives, or their estates, would receive a lump sum payment of at least one half of their base salary. Environmental Matters The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment (including in response to the potential impacts of climate change), waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities. These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities. The estimated costs related to these remediation obligations totaled $117.0 million as of December 31, 2022 ($118.5 million as of December 31, 2021) and related primarily to remediation obligations to address existing soil and groundwater contamination and the related monitoring and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to our remediation approach are identified. The current portion of the environmental liability is recorded in Accrued expenses The aggregate environmental liability reflected in the Company’s Consolidated Balance Sheets was $157.7 million and $157.0 million at December 31, 2022 and December 31, 2021, respectively, of which $142.8 million and $142.1 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated. Applicable Federal and State Regulatory Requirements The Company’s operations and many of the products it manufactures are subject to certain specific requirements of the Clean Air Act (the “CAA”) and related state and local regulations. The CAA contains provisions that require capital expenditures for the installation of certain air pollution control devices at the Company’s refineries. Subsequent rule making authorized by the CAA or similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years. The Company is required to comply with the RFS. Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, EPA has issued the RFS, implementing mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States. Under the RFS, the volume of renewable fuels that obligated refineries must blend into their finished petroleum fuels historically has increased on an annual basis. In addition, certain states have passed legislation that requires minimum biodiesel blending in finished distillates. On October 13, 2010, EPA raised the maximum amount of ethanol allowed under federal law from 10% to 15% for cars and light trucks manufactured since 2007. The maximum amount allowed under federal law currently remains at 10% ethanol for all other vehicles. Existing laws and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase. Because we do not currently produce renewable fuels, increasing the volume of renewable fuels that must be blended into our products displaces an increasing volume of our refinery’s product pool, potentially resulting in lower earnings and profitability. In addition, in order to meet certain of these and future EPA requirements, we may be required to purchase RINs, which may have fluctuating costs based on market conditions. Our RINs purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending achieved which can cause variability in our profitability. On June 3, 2022, EPA finalized the volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels for years 2020, 2021 and 2022. On December 1, 2022, EPA proposed volume requirements and percentage standards under the RFS program for 2023, 2024, and 2025, as well as making a series of important modifications to strengthen and expand the RFS program. As a result, we could also experience fluctuating compliance costs in the future if the volumes finalized by EPA differ from what has been proposed. EPA published a Final Rule to the Clean Water Act Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement best technology available as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company has evaluated, and continues to evaluate, the impact of this regulation, and at this time does not expect this regulation to materially impact the Company’s financial position, results of operations or cash flows. The Company is subject to greenhouse gas emission control regulations in the state of California pursuant to AB 32. AB 32 imposes a statewide cap on greenhouse gas emissions, including emissions from transportation fuels, with the aim of returning the state to 1990 emission levels by 2020. AB 32 is implemented through two market mechanisms including the Low Carbon Fuel Standard (“LCFS”) and Cap and Trade. The Company is responsible for the AB 32 obligations related to the Torrance refinery beginning on July 1, 2016 and the Martinez refinery beginning on February 1, 2020 and must purchase emission credits to comply with these obligations. Additionally, in September 2016, the state of California enacted Senate Bill 32 (“SB32”) which further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030. California Air Resources Board also amended the LCFS in 2018 to require a 20% reduction by 2030. The Company recovers the majority of these costs from its customers, and does not expect these obligations to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB 32 or SB 32 regulations or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows. The Company is subject to obligations to purchase RINs. On February 15, 2017, the Company received a notification that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified under EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs. Under the regulations, use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil penalties provided certain conditions are met. The Company has asserted the affirmative defense and if accepted by EPA will not be required to replace these RINs and will not be subject to civil penalties under the program. It is reasonably possible that EPA will not accept the Company’s defense and may assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. As of January 1, 2011, the Company is required to comply with EPA’s Control of Hazardous Air Pollutants From Mobile Sources, or MSAT2, regulations on gasoline that impose reductions in the benzene content of its produced gasoline. The Company purchases benzene credits to meet these requirements when necessary. The Company may implement capital projects to reduce the amount of benzene credits that the Company needs to purchase. In additions, the RFS mandate the blending of prescribed percentages of renewable fuels (e.g., ethanol and biofuels) into the Company’s produced gasoline and diesel. These requirements, other requirements of the CAA and other presently existing or future environmental regulations may cause the Company to make substantial capital expenditures as well as the purchase of credits at significant cost, to enable its refineries to produce products that meet applicable requirements. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of the Company’s sites are subject to these laws and the Company may be held liable for investigation and remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In the Company’s current normal operations, it has generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund. The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that it is unlikely that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows. Contingent Consideration In connection with the Martinez Acquisition, the Sale and Purchase Agreement dated June 11, 2019 includes an earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the agreement, the Company will make payments to the Equilon Enterprises LLC d/b/a Shell Oil Products US based on future earnings at the Martinez refinery in excess of certain thresholds, as defined in the agreement, for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the acquisition date fair value of the earn-out provision as contingent consideration of $77.3 million within “Other long-term liabilities” within the Company’s Consolidated Balance Sheets. Subsequent changes in the fair value of the Martinez Contingent Consideration are recorded in the Consolidated Statements of Operations. The fair value of the Martinez Contingent Consideration was estimated to be $147.3 million as of December 31, 2022 (of which $81.6 million is included within Accrued expenses) and $29.4 million as of December 31, 2021 (all of which was included within Other long-term liabilities) on the Company’s Consolidated Balance Sheets. In connection with the acquisition of CPI Operations LLC, the purchase and sale agreement between PBFX and Crown Point International LLC (“Crown Point”) included an earn-out provision related to an existing commercial agreement with a third-party, based on the future results of certain of the acquired idled assets (the “PBFX Contingent Consideration”). PBFX and Crown Point agreed to share equally in the future operating profits of the restarted assets, as defined in the purchase and sale agreement, over a contractual term of up to three years starting in 2019. The final PBFX Contingent Consideration settlement payment was made in October 2022; as such, there is no longer a PBFX Contingent Consideration balance as of December 31, 2022. The PBFX Contingent Consideration recorded as of December 31, 2021 was $2.9 million, and was included within “Accrued expenses” on the Company’s Consolidated Balance Sheets. Tax Receivable Agreement PBF Energy entered into the Tax Receivable Agreement that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions. The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC, PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 99.3% interest in PBF LLC as of December 31, 2022 (99.2% as of December 31, 2021). PBF LLC generally obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. |
LEASES (Notes)
LEASES (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Lease Position as of December 31, 2022 and December 31, 2021 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021: (in millions) Classification on the Balance Sheet December 31, 2022 December 31, Assets Operating lease assets Lease right of use assets $ 611.7 $ 636.0 Finance lease assets Lease right of use assets 67.4 81.1 Total lease right of use assets $ 679.1 $ 717.1 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 60.5 $ 64.9 Finance lease liabilities Accrued expenses 11.7 11.1 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities 552.7 570.4 Finance lease liabilities Long-term financing lease liabilities 57.9 70.6 Total lease liabilities $ 682.8 $ 717.0 Lease Costs The table below presents certain information related to costs for the Company’s leases for the year ended December 31, 2022 and December 31, 2021: Lease Costs (in millions) December 31, 2022 December 31, Components of total lease costs: Finance lease costs Amortization of right of use assets $ 12.6 $ 16.1 Interest on lease liabilities 5.3 4.6 Operating lease costs 171.8 170.2 Short-term lease costs 88.0 59.3 Variable lease costs 8.1 10.2 Total lease costs $ 285.8 $ 260.4 Sale-leaseback Transactions On April 17, 2020, the Company closed on the sale of five hydrogen plants to Air Products in a sale-leaseback transaction for gross cash proceeds of $530.0 million and recognized a gain of $471.1 million. In connection with the sale, the Company entered into a transition services agreement through which Air Products will exclusively supply hydrogen, steam, carbon dioxide and other products (the “Products”) to the Martinez, Torrance and Delaware City refineries for a specified period (not expected to exceed 18 months). The transition services agreement also requires certain maintenance and operating activities to be provided by PBF Holding, for which the Company will be reimbursed, during the term of the agreement. In August 2020, the parties executed long-term supply agreements through which Air Products will supply the Products for a term of fifteen years at these same refineries. As a result of these transactions, the Company recorded lease right of use assets and corresponding operating lease liabilities of approximately $504.0 million. There were no net gains or losses on any sale-leaseback transactions for the year ended December 31, 2022. Other Information The table below presents supplemental cash flow information related to leases for the year ended December 31, 2022 and December 31, 2021 (in millions): Year Ended December 31, 2022 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 169.6 $ 168.8 Operating cash flows for finance leases 5.3 4.6 Financing cash flows for finance leases 11.3 17.8 Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases 54.7 (106.6) Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of December 31, 2022: Weighted average remaining lease term - operating leases 12.9 years Weighted average remaining lease term - finance leases 5.6 years Weighted average discount rate - operating leases 15.6 % Weighted average discount rate - finance leases 7.2 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2023 $ 16.1 $ 147.2 2024 15.5 128.3 2025 13.9 106.6 2026 13.6 100.0 2027 13.6 93.5 Thereafter 11.5 784.8 Total minimum lease payments 84.2 1,360.4 Less: effect of discounting 14.6 747.2 Present value of future minimum lease payments 69.6 613.2 Less: current obligations under leases 11.7 60.5 Long-term lease obligations $ 57.9 $ 552.7 As of December 31, 2022, the Company has entered into certain leases that have not yet commenced. Such leases include a 2-year lease for an oil tanker, with future lease payments estimated to total approximately $48.9 million. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor. |
LEASES | LEASES Lease Position as of December 31, 2022 and December 31, 2021 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021: (in millions) Classification on the Balance Sheet December 31, 2022 December 31, Assets Operating lease assets Lease right of use assets $ 611.7 $ 636.0 Finance lease assets Lease right of use assets 67.4 81.1 Total lease right of use assets $ 679.1 $ 717.1 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 60.5 $ 64.9 Finance lease liabilities Accrued expenses 11.7 11.1 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities 552.7 570.4 Finance lease liabilities Long-term financing lease liabilities 57.9 70.6 Total lease liabilities $ 682.8 $ 717.0 Lease Costs The table below presents certain information related to costs for the Company’s leases for the year ended December 31, 2022 and December 31, 2021: Lease Costs (in millions) December 31, 2022 December 31, Components of total lease costs: Finance lease costs Amortization of right of use assets $ 12.6 $ 16.1 Interest on lease liabilities 5.3 4.6 Operating lease costs 171.8 170.2 Short-term lease costs 88.0 59.3 Variable lease costs 8.1 10.2 Total lease costs $ 285.8 $ 260.4 Sale-leaseback Transactions On April 17, 2020, the Company closed on the sale of five hydrogen plants to Air Products in a sale-leaseback transaction for gross cash proceeds of $530.0 million and recognized a gain of $471.1 million. In connection with the sale, the Company entered into a transition services agreement through which Air Products will exclusively supply hydrogen, steam, carbon dioxide and other products (the “Products”) to the Martinez, Torrance and Delaware City refineries for a specified period (not expected to exceed 18 months). The transition services agreement also requires certain maintenance and operating activities to be provided by PBF Holding, for which the Company will be reimbursed, during the term of the agreement. In August 2020, the parties executed long-term supply agreements through which Air Products will supply the Products for a term of fifteen years at these same refineries. As a result of these transactions, the Company recorded lease right of use assets and corresponding operating lease liabilities of approximately $504.0 million. There were no net gains or losses on any sale-leaseback transactions for the year ended December 31, 2022. Other Information The table below presents supplemental cash flow information related to leases for the year ended December 31, 2022 and December 31, 2021 (in millions): Year Ended December 31, 2022 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 169.6 $ 168.8 Operating cash flows for finance leases 5.3 4.6 Financing cash flows for finance leases 11.3 17.8 Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases 54.7 (106.6) Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of December 31, 2022: Weighted average remaining lease term - operating leases 12.9 years Weighted average remaining lease term - finance leases 5.6 years Weighted average discount rate - operating leases 15.6 % Weighted average discount rate - finance leases 7.2 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2023 $ 16.1 $ 147.2 2024 15.5 128.3 2025 13.9 106.6 2026 13.6 100.0 2027 13.6 93.5 Thereafter 11.5 784.8 Total minimum lease payments 84.2 1,360.4 Less: effect of discounting 14.6 747.2 Present value of future minimum lease payments 69.6 613.2 Less: current obligations under leases 11.7 60.5 Long-term lease obligations $ 57.9 $ 552.7 As of December 31, 2022, the Company has entered into certain leases that have not yet commenced. Such leases include a 2-year lease for an oil tanker, with future lease payments estimated to total approximately $48.9 million. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor. |
STOCKHOLDERS' AND MEMBERS' EQUI
STOCKHOLDERS' AND MEMBERS' EQUITY STRUCTURE | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE | STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE PBF Energy Capital Structure Class A Common Stock Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. Class B Common Stock Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder. Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law. Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of PBF Energy. Preferred Stock Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors. PBF LLC Capital Structure PBF LLC Series A Units The allocation of profits and losses and distributions to PBF LLC Series A unitholders is governed by the limited liability company agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series C Units. PBF LLC Series A unitholders do not have voting rights. PBF LLC Series B Units The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures 93-27 and 2001-43 of the Internal Revenue Service (“IRS”) and have a stated value of zero at issuance. The PBF LLC Series B Units are held by certain of the Company’s current and former officers, have no voting rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC Series C Units), the holders of the Company’s Class A common stock or any other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000. PBF LLC Series C Units The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF Energy. Treasury Stock On December 12, 2022, the Company’s Board of Directors authorized the repurchase of up to $500.0 million of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). For the period of time from the inception of the Repurchase Program through December 31, 2022, the Company purchased 4,192,555 shares for $156.4 million, inclusive of commissions paid. The Repurchase Program will expire in December 2024. The Company may make additional share repurchases in the future. These repurchases were made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which have been effected through Rule 10b5-1 plans. The timing and number of shares repurchased depended on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company was not obligated to purchase any shares under the Repurchase Program, and repurchases might have been suspended or discontinued at any time without prior notice. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS Noncontrolling Interest in PBF LLC PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy’s equity interest in PBF LLC was approximately 99.3% and 99.2% as of December 31, 2022 and 2021, respectively. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the Consolidated Statements of Operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the Consolidated Balance Sheets reflects the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy. The noncontrolling interest ownership percentages in PBF LLC as of the completion dates of each of the equity offerings and as of the years ended December 31, 2022, 2021 and 2020 are calculated as follows: Holders of Outstanding Shares Total December 31, 2020 970,647 120,101,641 121,072,288 0.8 % 99.2 % 100.0 % December 31, 2021 927,990 120,319,577 121,247,567 0.8 % 99.2 % 100.0 % December 31, 2022 910,457 129,639,307 130,549,764 0.7 % 99.3 % 100.0 % Noncontrolling Interest in PBFX PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX. Prior to the Merger Transaction, the Company recorded a noncontrolling interest for the economic interest in PBFX held by the public common unitholders. Following the Merger Transaction, noncontrolling interest on the Consolidated Statements of Operations includes the portion of net income or loss attributable to the economic interest in PBFX held by the public common unitholders of PBFX other than PBF Energy (through its ownership in PBF LLC) as of November 30, 2022, and noncontrolling interest on the Consolidated Balance Sheets was eliminated. The noncontrolling interest ownership percentages in PBFX as of November 30, 2022, November 29, 2022 and the years ended December 31, 2021 and 2020 are calculated as follows: Units of PBFX Held by the Public Units of PBFX Held by PBF LLC (Including Subordinated Units) Total December 31, 2020 32,411,207 29,953,631 62,364,838 52.0 % 48.0 % 100.0 % December 31, 2021 32,621,013 29,953,631 62,574,644 52.1 % 47.9 % 100.0 % November 29, 2022 - Pre PBFX Merger Transaction 32,832,175 29,953,631 62,785,806 52.3 % 47.7 % 100.0 % November 30, 2022 - Post PBFX Merger Transaction — 62,785,806 62,785,806 — % 100.0 % 100.0 % Noncontrolling Interest in PBF Holding In connection with the acquisition of the Chalmette refinery, PBF Holding records noncontrolling interest in two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. For the year ended December 31, 2022 the Company recorded a noncontrolling interest in the losses of these subsidiaries of $1.4 million. For the year ended December 31, 2021 the Company recorded a noncontrolling interest in the earnings of these subsidiaries of $2.3 million. Changes in Equity and Noncontrolling Interests The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the years ended December 31, 2022, 2021 and 2020: PBF Energy (in millions) PBF Energy Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2022 $ 1,926.2 $ 95.4 $ 12.2 $ 499.0 $ 2,532.8 Comprehensive income (loss) 2,858.0 27.9 (1.4) 69.5 2,954.0 Dividends and distributions (24.7) (8.6) — (40.3) (73.6) Effects of changes in PBF Logistics ownership interests on deferred tax assets and liabilities (9.7) — — — (9.7) PBFX Merger Transaction 216.0 — — (519.7) (303.7) Stock-based compensation 33.2 — — 10.2 43.4 Transactions in connection with stock-based compensation plans 86.5 — — (18.7) 67.8 Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock 0.1 (0.1) — — — Treasury stock purchases (156.4) — — — (156.4) Other — — 1.4 — 1.4 Balance at December 31, 2022 $ 4,929.2 $ 114.6 $ 12.2 $ — $ 5,056.0 PBF Energy (in millions) PBF Energy Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2021 $ 1,642.8 $ 93.4 $ 10.6 $ 455.5 $ 2,202.3 Comprehensive income 257.4 2.4 2.3 79.8 341.9 Dividends and distributions — — (0.7) (40.0) (40.7) Stock-based compensation 23.9 — — 5.3 29.2 Transactions in connection with stock-based compensation plans (1.1) — — (1.6) (2.7) Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock 0.4 (0.4) — — — Other 2.8 — — — 2.8 Balance at December 31, 2021 $ 1,926.2 $ 95.4 $ 12.2 $ 499.0 $ 2,532.8 PBF Energy (in millions) PBF Energy Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2020 $ 3,039.6 $ 113.2 $ 10.9 $ 421.8 $ 3,585.5 Comprehensive income (loss) (1,393.2) (17.1) (0.3) 76.5 (1,334.1) Dividends and distributions (35.9) (0.4) — (46.8) (83.1) Effects of changes in PBFX ownership interest on deferred tax assets and liabilities (2.1) — — — (2.1) Stock-based compensation 28.2 — — 4.9 33.1 Transactions in connection with stock-based compensation plans (1.0) — — (0.9) (1.9) Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock 2.3 (2.3) — — — Other 4.9 — — — 4.9 Balance at December 31, 2020 $ 1,642.8 $ 93.4 $ 10.6 $ 455.5 $ 2,202.3 The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF LLC for the years ended December 31, 2022, 2021, and 2020 respectively: PBF LLC (in millions) PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2022 $ 1,722.9 $ 12.2 $ 499.0 $ 2,234.1 Comprehensive income (loss) 3,741.4 (1.4) 69.5 3,809.5 Dividends and distributions (1,155.2) — (40.3) (1,195.5) PBFX Merger Transaction 216.0 — (519.7) (303.7) Stock-based compensation 33.2 — 10.2 43.4 Transactions in connection with stock-based compensation plans (4.0) — (18.7) (22.7) Treasury stock purchases (156.4) — — (156.4) Other — 1.4 — 1.4 Balance at December 31, 2022 $ 4,397.9 $ 12.2 $ — $ 4,410.1 PBF LLC (in millions) PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2021 $ 1,374.0 $ 10.6 $ 455.5 $ 1,840.1 Comprehensive income 326.0 2.3 79.8 408.1 Dividends and distributions — (0.7) (40.0) (40.7) Stock-based compensation 23.9 — 5.3 29.2 Transactions in connection with stock-based compensation plans (1.0) — (1.6) (2.6) Balance at December 31, 2021 $ 1,722.9 $ 12.2 $ 499.0 $ 2,234.1 PBF LLC (in millions) PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2020 $ 3,176.4 $ 10.9 $ 421.8 $ 3,609.1 Comprehensive income (loss) (1,792.9) (0.3) 76.5 (1,716.7) Dividends and distributions (36.3) — (46.8) (83.1) Stock-based compensation 28.2 — 4.9 33.1 Transactions in connection with stock-based compensation plans (1.3) — — (1.3) Other (0.1) — (0.9) (1.0) Balance at December 31, 2020 $ 1,374.0 $ 10.6 $ 455.5 $ 1,840.1 Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss) arising from activity related to the Company’s defined employee benefit plan and unrealized gain (loss) on available-for-sale securities. The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2022: PBF Energy (in millions) Attributable to Noncontrolling Total Net income $ 2,876.8 $ 96.0 $ 2,972.8 Other comprehensive income (loss): Unrealized loss on available for sale securities (2.5) — (2.5) Amortization of defined benefit plans unrecognized net loss (16.3) — (16.3) Total other comprehensive income (loss) (18.8) — (18.8) Total comprehensive income $ 2,858.0 $ 96.0 $ 2,954.0 The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2021: PBF Energy (in millions) Attributable to Noncontrolling Total Net income $ 231.0 $ 84.5 $ 315.5 Other comprehensive income (loss): Unrealized loss on available for sale securities (0.7) — (0.7) Amortization of defined benefit plans unrecognized net gain 27.1 — 27.1 Total other comprehensive income 26.4 — 26.4 Total comprehensive income $ 257.4 $ 84.5 $ 341.9 The following table summarizes the allocation of total comprehensive income (loss) of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2020: PBF Energy (in millions) Attributable to Noncontrolling Total Net income (loss) $ (1,392.4) $ 59.1 $ (1,333.3) Other comprehensive income (loss): Unrealized loss on available for sale securities (0.1) — (0.1) Amortization of defined benefit plans unrecognized net loss (0.7) — (0.7) Total other comprehensive income (loss) (0.8) — (0.8) Total comprehensive income (loss) $ (1,393.2) $ 59.1 $ (1,334.1) The following table summarizes the allocation of total comprehensive income of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2022: PBF LLC (in millions) Attributable to Noncontrolling Total Net income $ 3,766.1 $ 68.1 $ 3,834.2 Other comprehensive income (loss): Unrealized loss on available for sale securities (2.5) — (2.5) Amortization of defined benefit plans unrecognized net loss (22.2) — (22.2) Total other comprehensive income (loss) (24.7) — (24.7) Total comprehensive income $ 3,741.4 $ 68.1 $ 3,809.5 The following table summarizes the allocation of total comprehensive income of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2021: PBF LLC (in millions) Attributable to Noncontrolling Total Net income $ 299.6 $ 82.1 $ 381.7 Other comprehensive income (loss): Unrealized loss on available for sale securities (0.7) — (0.7) Amortization of defined benefit plans unrecognized net gain 27.1 — 27.1 Total other comprehensive income 26.4 — 26.4 Total comprehensive income $ 326.0 $ 82.1 $ 408.1 The following table summarizes the allocation of total comprehensive income (loss) of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2020: PBF LLC (in millions) Attributable to Noncontrolling Total Net income (loss) $ (1,796.5) $ 76.2 $ (1,720.3) Other comprehensive income (loss): Unrealized loss on available for sale securities (0.1) — (0.1) Amortization of defined benefit plans unrecognized net gain 3.7 — 3.7 Total other comprehensive income 3.6 — 3.6 Total comprehensive income (loss) $ (1,792.9) $ 76.2 $ (1,716.7) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company grants awards of PBF Energy Class A common stock and PBFX phantom units under its equity incentive plans which authorize the granting of various stock and stock-related awards to directors, employees, prospective employees and non-employees. Awards include non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock) and phantom unit awards, cash awards and performance awards that vest over a period determined by the plans. Stock-based compensation expense included in general and administrative expenses consisted of the following: Years Ended December 31, (in millions) 2022 2021 2020 PBF Energy options $ 19.1 $ 17.3 $ 16.1 PBF Energy restricted shares 11.6 2.8 5.3 PBF Energy performance awards 13.4 10.2 7.9 PBFX phantom units 10.2 5.3 4.9 $ 54.3 $ 35.6 $ 34.2 PBF Energy options PBF Energy grants stock options which represent the right to purchase share of the Company’s common stock at its fair market value, which is the closing price of PBF Energy’s common stock on the date of grant. Stock options have a maximum term of ten years from the date they are granted, and vest over a requisite service period of three years, or four years for grants prior to November 2020, subject to acceleration in certain circumstances. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of subjective assumptions. The Black-Scholes option-pricing model values used to value stock option awards granted were determined based on the following weighted average assumptions: December 31, 2022 December 31, 2021 December 31, 2020 Expected life (in years) 6.00 6.00 6.08 Expected volatility 87.6 % 83.8 % 69.1 % Dividend yield 0.00 % 0.00 % 1.41 % Risk-free rate of return 3.24 % 1.37 % 0.81 % Exercise price $ 29.16 $ 13.91 $ 13.58 Weighted average fair value per option granted $ 21.68 $ 9.84 $ 5.49 The following table summarizes activity for PBF Energy options for 2022: Number of Weighted Weighted Stock-based awards, outstanding at January 1, 2022 15,049,759 $ 24.48 6.51 Granted 22,000 29.16 10.00 Exercised (4,208,685) 24.54 — Forfeited (210,800) 22.65 — Outstanding at December 31, 2022 10,652,274 $ 24.50 5.96 Exercisable and vested at December 31, 2022 7,826,241 $ 27.01 5.26 Total expected to vest as of December 31, 2022 10,652,274 $ 24.50 5.96 At December 31, 2022, the total intrinsic value of stock options outstanding and exercisable were $173.5 million and $107.8 million, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was $63.1 million, $0.4 million and $0.0 million, respectively. Unrecognized compensation expense related to PBF Energy options at December 31, 2022 was $17.3 million, which will be recognized from 2023 through 2025. Restricted Stock Awards The Company grants restricted stock to employees and non-employee directors. In general, restricted stock granted to our employees vest over a requisite services period of three years, subject to acceleration in certain circumstances. Restricted stock recipients who received grants subsequent to May 2017 have voting rights; however, dividends are accrued and will be paid upon vesting. Restricted stock units granted to non-employee directors are considered to vest immediately at the time of the grant for accounting purposes, as they are non-forfeitable, but are issued in equal annual installments on each of the first three anniversaries of the grant date. The non-vested shares are not transferable and are held by our transfer agent. The fair values of restricted stock are equal to the market price of our common stock on the grant date. The following table summarizes activity for PBF Energy restricted stock: Number of Weighted Average Nonvested at January 1, 2022 155,687 $ 16.09 Granted 659,165 35.73 Vested (109,402) 19.42 Forfeited — — Nonvested at December 31, 2022 705,450 $ 33.92 Unrecognized compensation expense related to PBF Energy Restricted Class A common stock at December 31, 2022 was $12.0 million, which will be recognized from 2023 through 2025. The following table reflects activity related to our restricted stock: December 31, 2022 December 31, 2021 December 31, 2020 Weighted-average grant-date fair value per share of restricted stock granted $ 35.73 $ 16.13 $ 9.82 Fair value of restricted stock vested (in millions) $ 3.3 $ 3.1 $ 4.2 Performance Awards The Company grants performance share awards, which are paid in stock, and performance share unit awards, which are paid in cash, (collectively, the “performance awards”) to certain key employees. Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance cycle (the "performance cycle") with four measurement periods and performance awards granted to employees after November 1, 2020 are based on a three-year performance cycle having a single measurement period. The performance awards will vest on the last day of the performance cycle, subject to forfeiture or acceleration under certain circumstances set forth in the award agreement. The number of performance awards that will ultimately vest is based on the Company’s total shareholder return over the performance cycle. The number of shares ultimately issued or cash paid under these awards can range from zero to 200% of target award amounts. Performance Share Unit Awards The performance share unit awards are accounted for as equity awards, for which the fair value was determined on the grant date by application of a Monte Carlo valuation model. The grant date fair value was calculated using a Monte Carlo valuation model with the following assumptions: December 31, 2022 December 31, 2021 December 31, 2020 Expected life (in years) 3.08 3.12 2.89 - 3.14 Expected volatility 65.16 % 83.78% 39.88% - 82.63% Dividend yield 2.18 % 0.00% 0.00% - 4.28% Risk-free rate of return 3.90 % 0.87% 0.26% - 1.34% Weighted average grant-date fair value per PSU $ 45.91 $ 18.73 $ 10.77 The risk-free interest rate for the remaining performance period as of the grant date is based on a linear interpolation of published yields of traded U.S. Treasury Interest-Only STRIP Bonds. The dividend yield assumption is based on the annualized most recent quarterly dividend divided by the stock price on the grant date. The assumption for the expected volatility of the Company’s stock price reflects the average of PBF Energy’s common stock historical and implied volatility. The following table summarizes activity for PBF Energy performance share awards: Number of Weighted Average Nonvested at January 1, 2022 745,525 $ 13.93 Granted 190,463 45.91 Vested (37,784) 27.71 Forfeited (111,678) 13.92 Nonvested at December 31, 2022 786,526 $ 21.02 In 2022, 2021 and 2020, PSU’s with a fair value of $2.0 million, $1.8 million and $0.8 million, respectively, were vested. As of December 31, 2022, unrecognized compensation cost related to performance share unit awards was $13.3 million, which is expected to be recognized over a weighted average period of 2.55 years. Performance Unit awards The performance unit awards are dollar denominated with a target value of $1.00, with actual payout of up to $2.00 per unit (or 200 percent of target). The performance unit awards are settled in cash based on the payout amount determined at the end of the performance cycle. The Company accounts for the performance unit awards as liability awards which the Company recorded at fair market value on the date of grant. Subsequently, the performance unit awards will be marked-to-market at the end of each fiscal quarter by application of a Monte Carlo simulation model. The following table summarizes activity for PBF Energy performance unit awards: Number of Nonvested at January 1, 2022 20,178,013 Granted 15,614,603 Vested (1,231,770) Forfeited (3,105,896) Nonvested at December 31, 2022 31,454,950 In 2022, 2021, and 2020, Performance Units with a fair value of $1.5 million, $5.2 million, and $3.2 million, respectively, were vested. As of December 31, 2022, unrecognized compensation cost related to performance unit awards was $21.5 million, which is expected to be recognized over a weighted average period of 2.28 years. PBFX Phantom Units PBFX GP’s Board of Directors adopted the PBF Logistics LP 2014 Long-Term Incentive Plan (the “PBFX LTIP”) in connection with the completion of the PBFX Offering. The PBFX LTIP was for the benefit of employees, consultants, service providers and non-employee directors of the general partner and its affiliates. In the years ended December 31, 2022, 2021 and 2020, PBFX issued phantom unit awards under the PBFX LTIP to certain directors, officers and employees of our general partner or its affiliates as compensation. The fair value of each phantom unit on the grant date was equal to the market price of PBFX’s common unit on that date. The estimated fair value of PBFX’s phantom units was amortized using the straight-line method over the vesting period of four years, subject to acceleration if certain conditions were met. In connection with the PBFX Merger Transaction, the Company accelerated the vesting of the 830,597 outstanding phantom units, which were settled by making a total cash payment of $16.9 million, which was calculated using the prior day’s PBFX closing price of $20.39. In addition, the Company recognized all remaining compensation costs. A summary of PBFX’s unit award activity for the years ended December 31, 2022, 2021 and 2020 is set forth below: Number of Phantom Units Weighted Average Nonvested at January 1, 2022 790,682 $ 14.30 Granted 374,934 15.18 Vested (1,151,866) 14.58 Forfeited (13,750) 14.43 Nonvested at December 31, 2022 — $ — The following table reflects activity related to our phantom units: December 31, 2022 December 31, 2021 December 31, 2020 Weighted-average grant-date fair value per phantom unit granted $ 15.18 $ 14.50 $ 8.14 Fair value of phantom unit vested (in millions) $ 22.2 $ 4.6 $ 3.2 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan The Company’s defined contribution plan covers all employees. Employees are eligible to participate as of the first day of the month following 30 days of service. Participants can make basic contributions up to 50 percent of their annual salary subject to IRS limits. The Company matches participants’ contributions at the rate of 200 percent of the first 3 percent of each participant’s total basic contribution based on the participant’s total annual salary. The Company’s contribution to the qualified defined contribution plans was $33.4 million, $27.8 million and $32.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Defined Benefit and Post-Retirement Medical Plans The Company sponsors a noncontributory defined benefit pension plan (the “Qualified Plan”) with a policy to fund pension liabilities in accordance with the limits imposed by the Employee Retirement Income Security Act of 1974 and Federal income tax laws. In addition, the Company sponsors a supplemental pension plan covering certain employees, which provides incremental payments that would have been payable from the Company’s principal pension plan, were it not for limitations imposed by income tax regulations (the “Supplemental Plan”). The funded status is measured as the difference between plan assets at fair value and the projected benefit obligation which is to be recognized in the Consolidated Balance Sheets. The plan assets and benefit obligations are measured as of the Consolidated Balance Sheet date. The non-union Delaware City employees and all Paulsboro, Toledo, Chalmette, Torrance and Martinez employees became eligible to participate in the Company’s defined benefit plans as of the respective acquisition dates. The union Delaware City employees became eligible to participate in the Company’s defined benefit plans upon commencement of normal operations. The Company did not assume any of the employees’ pension liability accrued prior to the respective acquisitions. The Company formed the Post-Retirement Medical Plan on December 31, 2010 to provide health care coverage continuation from date of retirement to age 65 for qualifying employees associated with the Paulsboro acquisition. The Company credited the qualifying employees with their prior service under Valero Energy Corporation which resulted in the recognition of a liability for the projected benefit obligation. The Post-Retirement Medical Plan includes all corporate and refinery employees. The changes in the benefit obligation, the changes in fair value of plan assets, and the funded status of the Company’s Pension and Post-Retirement Medical Plans as of and for the years ended December 31, 2022 and 2021 were as follows: Pension Plans Post-Retirement (in millions) 2022 2021 2022 2021 Change in benefit obligation: Benefit obligation at beginning of year $ 353.3 $ 329.3 $ 18.2 $ 22.0 Service cost 55.6 57.5 0.8 1.1 Interest cost 7.9 5.3 0.3 0.3 Plan amendments — — — — Benefit payments (18.9) (31.2) (1.4) (1.2) Actuarial gain (40.9) (7.6) (4.0) (4.0) Projected benefit obligation at end of year $ 357.0 $ 353.3 $ 13.9 $ 18.2 Change in plan assets: Fair value of plan assets at beginning of year $ 306.3 $ 255.8 $ — $ — Actual return on plan assets (51.0) 27.7 — — Benefits paid (18.9) (31.2) (1.4) (1.2) Employer contributions 37.8 54.0 1.4 1.2 Fair value of plan assets at end of year $ 274.2 $ 306.3 $ — $ — Reconciliation of funded status: Fair value of plan assets at end of year $ 274.2 $ 306.3 $ — $ — Less benefit obligations at end of year 357.0 353.3 13.9 18.2 Funded status at end of year $ (82.8) $ (47.0) $ (13.9) $ (18.2) The accumulated benefit obligation for the defined benefit plans approximated $321.0 million and $298.9 million at December 31, 2022 and 2021, respectively. Benefit payments, which reflect expected future services that the Company expects to pay are as follows for the years ended December 31: (in millions) Pension Benefits Post-Retirement 2023 $ 25.7 $ 1.7 2024 21.3 1.5 2025 26.0 1.5 2026 29.4 1.5 2027 33.0 1.4 Years 2028-2032 207.8 6.3 The Company’s funding policy for its defined benefit plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that may be appropriate considering the funded status of the plans, tax consequences, the cash flow generated by the Company and other factors. The Company plans to contribute approximately $33.6 million to the Company’s Pension Plans during 2023. The components of net periodic benefit cost were as follows for the years ended December 31, 2022, 2021 and 2020: Pension Benefits Post-Retirement (in millions) 2022 2021 2020 2022 2021 2020 Components of net periodic benefit cost: Service cost $ 55.6 $ 57.5 $ 59.0 $ 0.8 $ 1.1 $ 1.0 Interest cost 7.9 5.3 6.9 0.3 0.3 0.4 Expected return on plan assets (17.5) (14.2) (12.5) — — — Amortization of prior service cost and actuarial loss 0.1 0.1 0.3 0.4 0.7 0.6 Net periodic benefit cost $ 46.1 $ 48.7 $ 53.7 $ 1.5 $ 2.1 $ 2.0 Lump sum payments made by the Supplemental Plan to employees retiring in 2022, 2021, and 2020 did not exceed the Plan’s total service and interest costs expected for those years. The pre-tax amounts recognized in other comprehensive (income) loss for the years ended December 31, 2022, 2021 and 2020 were as follows: Pension Benefits Post-Retirement (in millions) 2022 2021 2020 2022 2021 2020 Prior service costs $ — $ — $ — $ — $ — $ 1.8 Net actuarial loss (gain) 27.6 (21.1) (5.9) (4.0) (4.0) 1.9 Amortization of losses and prior service cost (0.1) (0.1) (0.3) (0.4) (0.7) (0.6) Total changes in other comprehensive (income) loss $ 27.5 $ (21.2) $ (6.2) $ (4.4) $ (4.7) $ 3.1 The pre-tax amounts in accumulated other comprehensive income (loss) as of December 31, 2022, and 2021 that have not yet been recognized as components of net periodic costs were as follows: Pension Benefits Post-Retirement (in millions) 2022 2021 2022 2021 Prior service costs $ (0.5) $ (0.5) $ (3.5) $ (4.3) Net actuarial (loss) gain (14.8) 12.7 11.4 7.8 Total $ (15.3) $ 12.2 $ 7.9 $ 3.5 The weighted average assumptions used to determine the benefit obligations as of December 31, 2022, and 2021 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2022 2021 2022 2021 2022 2021 Discount rate - benefit obligations 5.22 % 2.78 % 5.24 % 2.73 % 5.15 % 2.46 % Rate of compensation increase 4.27 % 4.26 % 4.50 % 4.50 % — — The weighted average assumptions used to determine the net periodic benefit costs for the years ended December 31, 2022, 2021 and 2020 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2022 2021 2020 2022 2021 2020 2022 2021 2020 Discount rates: Effective rate for service cost 2.80% 2.40% 2.94% 2.73% 2.26% 2.79% 2.80% 2.35% 2.86% Effective rate for interest cost 2.33% 1.74% 2.50% 2.24% 1.53% 2.33% 1.91% 1.28% 2.21% Effective rate for interest on service cost 2.45% 1.92% 2.59% 2.29% 1.75% 2.42% 2.65% 2.11% 2.68% Cash balance interest credit rate 2.06% 1.57% 2.19% 2.06% 1.57% 2.19% N/A N/A N/A Expected long-term rate of return on plan assets 5.50% 5.25% 5.75% N/A N/A N/A N/A N/A N/A Rate of compensation increase 4.26% 4.28% 4.28% 4.50% 4.50% 4.50% N/A N/A N/A The assumed health care cost trend rates as of December 31, 2022 and 2021 were as follows: Post-Retirement 2022 2021 Health care cost trend rate assumed for next year 6.4 % 5.2 % Rate to which the cost trend rate was assumed to decline (the ultimate trend rate) 4.0 % 4.0 % Year that the rate reaches the ultimate trend rate 2046 2046 The table below presents the fair values of the assets of the Company’s Qualified Plan as of December 31, 2022 and 2021 by level of fair value hierarchy. Assets consist of collective trusts and are measured at fair value based on the closing net asset value (“NAV”) as determined by the fund manager and reported daily. As noted above, the Company’s post-retirement medical plan is funded on a pay-as-you-go basis and has no assets. Fair Value Measurements Using December 31, (in millions) 2022 2021 Equities: Domestic equities $ 73.0 $ 73.9 Developed international equities 34.9 37.7 Global low volatility equities 18.4 24.1 Emerging market equities 20.8 24.8 Fixed-income 106.2 121.6 Real Estate 18.9 23.2 Cash and cash equivalents 2.0 1.0 Total $ 274.2 $ 306.3 The Company’s investment strategy for its Qualified Plan is to achieve a reasonable return on assets that supports the plan’s interest credit rating, subject to a moderate level of portfolio risk that provides liquidity. Consistent with these financial objectives as of December 31, 2022, the plan’s target allocations for plan assets are 54% invested in equity securities, 40% fixed income investments and 6% in real estate. Equity securities include international stocks and a blend of U.S. growth and value stocks of various sizes of capitalization. Fixed income securities include bonds and notes issued by the U.S. government and its agencies, corporate bonds, and mortgage-backed securities. The aggregate asset allocation is reviewed on an annual basis. The overall expected long-term rate of return on plan assets for the Qualified Plan is based on the Company’s view of long-term expectations and asset mix. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE [Abstract] | |
REVENUES | REVENUES Revenue Recognition In accordance with FASB ASC Topic 606, Revenue from Contracts with Customer (“ASC 606”), revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. As described in “Note 20 - Segment Information”, the Company’s business consists of the Refining Segment and Logistic Segment. The following table provides information relating to the Company’s revenues for each product or group of similar products for the periods presented. Year Ended December 31, (in millions) 2022 2021 2020 Refining Segment: Gasoline and distillates $ 41,465.0 $ 23,489.5 $ 12,799.4 Asphalt and blackoils 2,123.8 1,217.8 777.9 Feedstocks and other 1,863.0 1,310.1 935.5 Chemicals 903.8 889.8 351.5 Lubricants 425.0 294.8 180.7 Total Refining Revenue $ 46,780.6 $ 27,202.0 $ 15,045.0 Logistics Segment: Logistics Revenue 369.3 355.5 360.3 Total revenue prior to eliminations 47,149.9 27,557.5 15,405.3 Elimination of intercompany revenue (319.6) (304.1) (289.4) Total Revenues 46,830.3 27,253.4 15,115.9 The majority of the Company’s revenues are generated from the sale of refined products. These revenues are largely based on the current spot (market) prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606. The Company’s Logistics segment revenues are generated by charging fees for crude oil and refined products terminaling, storage and pipeline services based on the greater of contractual minimum volume commitments, as applicable, or the delivery of actual volumes based on contractual rates applied to throughput or storage volumes. A majority of the Company’s logistics revenues are generated by intercompany transactions and are eliminated in consolidation. Deferred Revenue The Company records deferred revenue when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $40.6 million and $42.7 million as of December 31, 2022 and December 31, 2021, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations. The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Significant Judgment and Practical Expedients For performance obligations related to sales of products, the Company has determined that customers are able to direct the use of, and obtain substantially all of the benefits from, the products at the point in time that the products are delivered. The Company has determined that the transfer of control upon delivery to the customer’s requested destination accurately depicts the transfer of goods. Upon the delivery of the products and transfer of control, the Company generally has the present right to payment and the customers bear the risks and rewards of ownership of the products. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES PBF Energy is required to file federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to-date has consisted primarily of its share of PBF LLC’s pre-tax income (see “Note 14 - Stockholders’ and Members’ Equity Structure”). 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 taxes apart from the income tax attributable to the two subsidiaries acquired in connection with the acquisition of Chalmette Refining and PBF Holding’s wholly-owned Canadian subsidiary, PBF Energy Limited, that are treated as C-Corporations for income tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented. Valuation Allowance The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. Negative evidence evaluated as part of this assessment includes cumulative losses incurred over a three-year period. Such objective evidence could limit PBF Energy’s ability to consider other subjective evidence, such as PBF Energy’s projections for future taxable income as market conditions, commodity prices and demand for refined products normalize. On the basis of this evaluation, a valuation allowance is recorded to recognize only the portion of deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryover period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as PBF Energy’s projections for future taxable income. During the current year, the Company evaluated all available positive and negative evidence and determined that the $308.5 million valuation allowance, as of December 31, 2021, associated with deferred tax assets should be released because the Company believed that it had become more likely than not that the deferred tax assets would be realized. In the Company' s evaluation of the need for and amount of a valuation allowance on its deferred tax assets, the Company placed the most weight on objectively verifiable direct evidence, including its recent and historical operating results and the significant improvement in its operating profitability. The specific positive factors and evidence considered in the realizability of its deferred tax assets included the cumulative pre-tax income that the Company generated over the past three-year period. This resulted in the release of the full valuation allowance in the year ended December 31, 2022. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted and signed into law in the United States. The IRA is a budget reconciliation package that includes significant law changes relating to tax, climate change, energy, and health care. The tax provisions include, among other items, a corporate alternative minimum tax of 15%, an excise tax of 1% on certain corporate stock buy-backs, energy-related tax credits and incentives, and additional IRS funding. The Company does not expect the tax provisions of the IRA to have a material impact on our Consolidated Financial Statements. The income tax provision in the PBF Energy Consolidated Statements of Operations consists of the following: (in millions) Year Ended Year Ended Year Ended Current expense (benefit): Federal $ 75.8 $ 0.3 $ (1.7) Foreign 0.3 — — State 88.5 0.1 2.2 Total current 164.6 0.4 0.5 Deferred expense (benefit): Federal 379.9 19.1 (6.6) Foreign (0.9) (13.1) 5.4 State 41.2 5.7 2.8 Total deferred 420.2 11.7 1.6 Total provision for income taxes $ 584.8 $ 12.1 $ 2.1 The difference between PBF Energy’s effective income tax rate and the United States statutory rate is reconciled below: Year Ended Year Ended Year Ended Provision at Federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) attributable to flow-through of certain tax adjustments: State income taxes (net of federal income tax) 4.9 % 4.9 % 5.6 % Nondeductible/nontaxable items (0.4) % 0.9 % (0.1) % Rate differential from foreign jurisdictions — % (0.4) % — % Provision to return adjustment — % (0.1) % (0.1) % Adjustment to deferred tax assets and liabilities for change in tax rates (0.2) % 2.2 % 0.1 % Deferred tax asset valuation allowance (8.9) % (23.2) % (25.8) % Other 0.5 % (0.3) % (0.9) % Effective tax rate 16.9 % 5.0 % (0.2) % PBF Energy’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020, including the impact of income attributable to noncontrolling interests of $96.0 million, $84.5 million and $59.1 million, respectively, was 16.4%, 3.7% and (0.2)%, respectively. For the years ended December 31, 2022, 2021 and 2020 the difference between the United States statutory rate and PBF Energy’s effective tax rate was primarily attributable to the changes in the deferred tax asset valuation allowance noted above. For financial reporting purposes, income (loss) before income taxes attributable to PBF Energy Inc. stockholders includes the following components: (in millions) Year Ended Year Ended Year Ended United States income (loss) $ 3,464.2 $ 296.4 $ (1,413.0) Foreign income (loss) (2.6) (53.3) 22.7 Total income (loss) before income taxes attributable to PBF Energy Inc. stockholders $ 3,461.6 $ 243.1 $ (1,390.3) A summary of the components of PBF Energy’s deferred tax assets and deferred tax liabilities consists of the following: (in millions) December 31, 2022 December 31, 2021 Deferred tax assets Purchase interest step-up $ 191.4 $ 141.2 Pension, employee benefits and compensation 102.8 63.7 Net operating loss carry forwards 115.9 600.0 Environmental liabilities 36.4 99.7 Lease liabilities 284.1 308.7 Interest expense limitation carry forwards — 104.4 Other 54.7 41.1 Total deferred tax assets 785.3 1,358.8 Valuation allowance — (308.5) Total deferred tax assets, net 785.3 1,050.3 Deferred tax liabilities Property, plant and equipment 968.3 825.0 Inventory 67.6 23.1 Right of use assets 283.2 308.7 Other 1.6 4.9 Total deferred tax liabilities 1,320.7 1,161.7 Net deferred tax asset/(liability) $ (535.4) $ (111.4) As of December 31, 2022, PBF Energy has federal and state income tax net operating loss carry forwards of $479.3 million and $22.6 million, respectively. The portion of the federal net operating loss carry forward that was generated in years prior to 2019 was utilized in 2022. The federal net operating loss has an indefinite carry forward period and can be used to offset 80% of taxable income in future years. The state net operating loss carry forwards expire at various dates from 2025 through 2041 with certain jurisdictions having indefinite net operating loss carry forward periods. The reported income tax expense (benefit) in the PBF LLC Consolidated Statements of Operations consists of the following: (in millions) Year Ended Year Ended Year Ended Current income tax expense (benefit) $ 7.8 $ 0.5 $ (1.2) Deferred income tax (benefit) expense (3.2) (14.5) 7.3 Total income tax expense (benefit) $ 4.6 $ (14.0) $ 6.1 Income tax years that remain subject to examination by material jurisdictions, where an examination has not already concluded are all years including and subsequent to: United States Federal 2019 New Jersey 2018 Michigan 2018 Delaware 2019 Indiana 2019 Pennsylvania 2019 New York 2019 Louisiana 2019 California 2018 The Company does not have any unrecognized tax benefits. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company’s operations are organized into two reportable segments, Refining and Logistics. Operations that are not included in the Refining or Logistics segments are included in Corporate. Intersegment transactions are eliminated in the Consolidated Financial Statements and are included in the Eliminations column below. Refining The Company’s Refining segment includes the operations of its six refineries, including certain related logistics assets that are not owned by PBFX. The Company’s refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. The refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending components from various third-party suppliers. The Company sells 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 is able to ship products to other international destinations. Logistics The Company’s Logistics segment is comprised of PBFX, a partnership, formed to own or lease, operate, develop and acquire crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s assets primarily consist of rail and truck terminals and unloading racks, tank farms and pipelines that were acquired from or contributed by PBF LLC and are located at, or nearby, the Company’s refineries. PBFX provides various rail, truck and marine terminaling services, pipeline transportation services and storage services to PBF Holding and/or its subsidiaries and third-party customers through fee-based commercial agreements. PBFX currently does not generate significant third-party revenues and intersegment related-party revenues are eliminated in consolidation. From a PBF Energy and PBF LLC perspective, the Company’s chief operating decision maker evaluates the Logistics segment as a whole without regard to any of PBFX’s individual operating segments. The Company evaluates the performance of its segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the respective segment. The Logistics segment’s revenues include intersegment transactions with the Company’s Refining segment at prices the Company believes are substantially equivalent to the prices that could have been negotiated with unaffiliated parties with respect to similar services. Activities of the Company’s business that are not included in the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations and other items that are not specific to the normal operations of the two operating segments. The Company does not allocate non-operating income and expense items, including income taxes, to the individual segments. The Refining segment’s operating subsidiaries and PBFX are primarily pass-through entities with respect to income taxes. Total assets of each segment consist of property, plant and equipment, inventories, cash and cash equivalents, accounts receivable and other assets directly associated with the segment’s operations. Corporate assets consist primarily of non-operating property, plant and equipment and other assets not directly related to the Company’s refinery and logistics operations. Disclosures regarding the Company’s reportable segments with reconciliations to consolidated totals for the years ended December 31, 2022, 2021 and 2020 are presented below. In connection with certain contributions by PBF LLC to PBFX, the accompanying segment information is retrospectively adjusted to include the historical results of those assets in the Logistics segment for all periods presented prior to such contributions, as applicable. Year Ended December 31, 2022 PBF Energy (in millions) Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 46,780.6 $ 369.3 $ — $ (319.6) $ 46,830.3 Depreciation and amortization expense 466.9 36.7 7.5 — 511.1 Income (loss) from operations 4,466.4 183.7 (496.9) — 4,153.2 Interest expense, net 10.9 39.5 195.6 — 246.0 Capital expenditures 994.9 7.9 8.1 — 1,010.9 Year Ended December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 27,202.0 $ 355.5 $ — $ (304.1) $ 27,253.4 Depreciation and amortization expense 415.7 37.8 13.3 — 466.8 Income (loss) from operations 673.1 195.4 (271.3) — 597.2 Interest expense, net 8.8 42.1 266.6 — 317.5 Capital expenditures 381.8 8.6 5.3 — 395.7 Year Ended December 31, 2020 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 15,045.0 $ 360.3 $ — $ (289.4) $ 15,115.9 Depreciation and amortization expense 498.0 53.7 11.3 — 563.0 Income (loss) from operations (1,450.4) 195.3 (161.7) — (1,416.8) Interest expense, net 1.7 47.9 208.6 — 258.2 Capital expenditures (1) 1,546.6 12.3 10.7 — 1,569.6 Balance at December 31, 2022 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 12,587.9 $ 863.1 $ 136.3 $ (38.2) $ 13,549.1 Balance at December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 10,753.3 $ 901.3 $ 48.5 $ (61.7) $ 11,641.4 Year Ended December 31, 2022 PBF LLC (in millions) Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 46,780.6 $ 369.3 $ — $ (319.6) $ 46,830.3 Depreciation and amortization expense 466.9 36.7 7.5 — 511.1 Income (loss) from operations 4,466.4 183.7 (494.8) — 4,155.3 Interest expense, net 10.9 39.5 206.8 — 257.2 Capital expenditures 994.9 7.9 8.1 — 1,010.9 Year Ended December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 27,202.0 $ 355.5 $ — $ (304.1) $ 27,253.4 Depreciation and amortization expense 415.7 37.8 13.3 — 466.8 Income (loss) from operations 673.1 195.4 (269.2) — 599.3 Interest expense, net 8.8 42.1 276.9 — 327.8 Capital expenditures 381.8 8.6 5.3 — 395.7 Year Ended December 31, 2020 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 15,045.0 $ 360.3 $ — $ (289.4) $ 15,115.9 Depreciation and amortization expense 498.0 53.7 11.3 — 563.0 Income (loss) from operations (1,450.4) 195.3 (160.9) — (1,416.0) Interest expense, net 1.7 47.9 218.9 — 268.5 Capital expenditures (1) 1,546.6 12.3 10.7 — 1,569.6 Balance at December 31, 2022 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 12,587.9 $ 863.1 $ 134.5 $ (38.2) $ 13,547.3 Balance at December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 10,753.3 $ 901.3 $ 46.8 $ (61.7) $ 11,639.7 (1) The Refining segment includes capital expenditures of $1,176.2 million for the acquisition of the Martinez refinery in the first quarter of 2020. |
NET INCOME PER SHARE OF PBF ENE
NET INCOME PER SHARE OF PBF ENERGY | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE OF PBF ENERGY | NET INCOME PER SHARE OF PBF ENERGY The following table sets forth the computation of basic and diluted net income per share of PBF Energy Class A common stock attributable to PBF Energy for the periods presented: (in millions, except share and per share amounts) Year Ended December 31, Basic Earnings Per Share: 2022 2021 2020 Allocation of earnings: Net income (loss) attributable to PBF Energy Inc. stockholders $ 2,876.8 $ 231.0 $ (1,392.4) Less: Income allocated to participating securities — — 0.1 Income (loss) available to PBF Energy Inc. stockholders - basic $ 2,876.8 $ 231.0 $ (1,392.5) Denominator for basic net income (loss) per PBF Energy Class A common share-weighted average shares 122,598,076 120,240,009 119,617,998 Basic net income (loss) attributable to PBF Energy per Class A common share $ 23.47 $ 1.92 $ (11.64) Diluted Earnings Per Share: Numerator: Income (loss) available to PBF Energy Inc. stockholders - basic $ 2,876.8 $ 231.0 $ (1,392.5) Plus: Net income (loss) attributable to noncontrolling interest (1) 27.9 2.4 (17.1) Less: Income tax (expense) benefit on net income (loss) attributable to noncontrolling interest (1) (7.2) (0.6) 4.6 Numerator for diluted net income (loss) per Class A common share - net income (loss) attributable to PBF Energy Inc. stockholders (1) $ 2,897.5 $ 232.8 $ (1,405.0) Denominator (1) : Denominator for basic net income (loss) per PBF Energy Class A common share-weighted average shares 122,598,076 120,240,009 119,617,998 Effect of dilutive securities: Conversion of PBF LLC Series A Units 917,991 988,730 1,042,667 Common stock equivalents (2) 3,344,039 1,409,415 — Denominator for diluted net income (loss) per PBF Energy Class A common share-adjusted weighted average shares 126,860,106 122,638,154 120,660,665 Diluted net income (loss) attributable to PBF Energy Inc. stockholders per Class A common share $ 22.84 $ 1.90 $ (11.64) —————————— (1) The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a 25.9%, 25.9% and 26.6% annualized statutory corporate tax rate for the years ended December 31, 2022, 2021 and 2020, respectively) attributable to the converted units. (2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and PSUs 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). Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 3,877,035, 12,568,275 and 14,446,894 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the years ended December 31, 2022, 2021 and 2020, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of December 31, 2022 and 2021. The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Consolidated Balance Sheets. As of December 31, 2022 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 110.0 $ — $ — $ 110.0 N/A $ 110.0 Commodity contracts 33.8 15.7 — 49.5 (35.6) 13.9 Derivatives included within inventory intermediation agreement obligations — 25.1 — 25.1 — 25.1 Liabilities: Commodity contracts 20.6 11.8 3.2 35.6 (35.6) — Catalyst obligations — 4.0 — 4.0 — 4.0 Renewable energy credit and emissions obligations — 1,361.1 — 1,361.1 — 1,361.1 Contingent consideration obligation — — 147.3 147.3 — 147.3 As of December 31, 2021 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 270.1 $ — $ — $ 270.1 N/A $ 270.1 Commodity contracts 71.5 — — 71.5 (71.5) — Derivatives included within inventory intermediation agreement obligations — 19.7 — 19.7 — 19.7 Liabilities: Commodity contracts 79.7 3.8 — 83.5 (71.5) 12.0 Catalyst obligations — 58.4 — 58.4 — 58.4 Renewable energy credit and emissions obligations — 953.9 — 953.9 953.9 Contingent consideration obligation — — 32.3 32.3 — 32.3 The valuation methods used to measure financial instruments at fair value are as follows: • Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents. • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets. • The derivatives included with inventory intermediation agreement obligations and the catalyst obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets. • Renewable energy credit and emissions obligations primarily represent our liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy our obligation to blend biofuels into the products we produce and (ii) emission credits under the AB 32 and similar programs (collectively, the cap-and-trade systems). To the degree we are unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, we must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, we must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on our deficit for such credits as of the balance sheet date, if any, after considering any credits acquired or under contract, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based on quoted prices from an independent pricing service. • When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps are derived using broker quotes, prices from other third-party sources and other available market based data. • The contingent consideration obligation at December 31, 2022 is categorized in Level 3 of the fair value hierarchy and is estimated using discounted cash flow models based on management’s estimate of the future cash flows related to the earn-out periods. Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of December 31, 2022 and 2021, $18.6 million and $20.7 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets. The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration: Year Ended December 31, (in millions) 2022 2021 Balance at beginning of period $ 32.3 $ 12.1 Additions — — Settlements (18.1) (12.2) Unrealized loss included in earnings 136.3 32.4 Balance at end of period $ 150.5 $ 32.3 There were no transfers between levels during the years ended December 31, 2022 and 2021, respectively. Fair value of debt The table below summarizes the carrying value and fair value of debt as of December 31, 2022 and 2021. December 31, 2022 December 31, 2021 (in millions) Carrying Fair Carrying Fair 2025 Senior Secured Notes (a) $ — $ — $ 1,250.0 $ 1,192.7 2028 Senior Notes (a) 801.6 703.7 826.5 520.9 2025 Senior Notes (a) 664.5 656.0 669.5 475.9 PBFX 2023 Senior Notes (a) 525.0 525.1 525.0 513.7 Revolving Credit Facility (b) — — 900.0 900.0 PBFX Revolving Credit Facility (b) — — 100.0 100.0 Catalyst financing arrangements (c) 4.0 4.0 58.4 58.4 1,995.1 1,888.8 4,329.4 3,761.6 Less - Current debt (524.2) (524.2) — — Unamortized premium 0.2 n/a 1.4 n/a Less - Unamortized deferred financing costs (36.2) n/a (35.0) n/a Long-term debt $ 1,434.9 $ 1,364.6 $ 4,295.8 $ 3,761.6 _________________________ (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company entered into the Third Inventory Intermediation Agreement that contain purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of December 31, 2022, there were 1,945,994 barrels of crude oil and feedstocks (2,081,783 barrels at December 31, 2021) outstanding under these derivative instruments designated as fair value hedges. As of December 31, 2022, there were 780,734 barrels of intermediates and refined products (2,070,550 barrels at December 31, 2021) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract. The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of December 31, 2022, there were 17,890,000 barrels of crude oil and 12,175,200 barrels of refined products (36,246,000 and 5,819,000, respectively, as of December 31, 2021), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts. The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value. The following tables provide information regarding the fair values of derivative instruments as of December 31, 2022 and December 31, 2021 and the line items in the Consolidated Balance Sheets in which fair values are reflected. Description Balance Sheet Location Fair Value (in millions) Derivatives designated as hedging instruments: December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 25.1 December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 19.7 Derivatives not designated as hedging instruments: December 31, 2022: Commodity contracts Accounts receivable $ 13.9 December 31, 2021: Commodity contracts Accounts receivable $ (12.0) The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the Consolidated Statements of Operations in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Gain or (Loss) (in millions) Derivatives designated as hedging instruments: For the year ended December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 5.4 For the year ended December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 8.4 For the year ended December 31, 2020: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 12.6 Derivatives not designated as hedging instruments: For the year ended December 31, 2022: Commodity contracts Cost of products and other $ (31.5) For the year ended December 31, 2021: Commodity contracts Cost of products and other $ (83.4) For the year ended December 31, 2020: Commodity contracts Cost of products and other $ 44.4 Hedged items designated in fair value hedges: For the year ended December 31, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (5.4) For the year ended December 31, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ 8.4 For the year ended December 31, 2020: Crude oil, intermediate and refined product inventory Cost of products and other $ (12.6) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared On February 16, 2023, PBF Energy announced a dividend of $0.20 per share on outstanding PBF Energy Class A common stock. The dividend is payable on March 16, 2023 to PBF Energy Class A common stockholders of record as of March 1, 2023. Extinguishment of Debt On February 2, 2023, the Company redeemed all of the $525.0 million in aggregate principal amount outstanding of its PBFX 2023 Senior Notes, inclusive of unamortized premium and deferred financing costs of $0.7 million as of the redemption date. The PBFX 2023 Senior Notes were redeemed at a price of 100%, plus accrued and unpaid interest through the date of redemption. Deutsche Bank Trust Company Americas was the trustee for the PBFX 2023 Senior Notes and served as the paying agent for the full redemption. The PBFX 2023 Senior Notes are reflected as Current debt on the Consolidated Balance Sheet as of December 31, 2022 and the redemption was financed using cash on hand. Share Repurchases From January 1, 2023 through February 16, 2023, the Company purchased an additional 852,923 shares of PBF Energy’s Class A common stock under the Repurchase Program for $32.5 million, inclusive of commissions paid. Renewable Diesel Joint Venture On February 15, 2023, PBF LLC entered into a definitive agreement with Eni Sustainable Mobility, a subsidiary of Eni SpA (“Eni”), to partner in a 50-50 joint venture, St. Bernard Renewables LLC, “SBR” which will own the renewable diesel facility that is currently under construction at our Chalmette refinery. Upon consummation of the transaction, which is subject to customary closing conditions, including regulatory approvals, Eni will contribute capital totaling $835.0 million, excluding working capital, plus up to an additional $50.0 million that is subject to the achievement of project milestones. The Company will continue to manage project execution and will serve as the operator of the facility once construction is complete. SBR’s renewable fuel operations are scheduled to commence in the first half of 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and PresentationThese Consolidated Financial Statements include the accounts of PBF Energy and subsidiaries in which PBF Energy has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. |
Cost Classifications | Cost Classifications Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates. |
Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles | Impairment Assessment of Long-Lived Assets and Definite-Lived IntangiblesThe Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used. |
Business Combinations | Business Combinations We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in business combinations at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions, we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible assets based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Certain of the Company’s acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, the Company records contingent consideration, as applicable, at the estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it occurs. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity of those instruments. |
Concentrations of Credit Risk | Concentrations of Credit Risk For the years ended December 31, 2022 and December 31, 2021, only one customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 14% and 15%, respectively). |
Revenue Recognition | Revenue Recognition The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue related to the sale of products when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Refer to “Note 18 - Revenues” for further discussion of the Company’s revenue recognition policy. |
Allowance for Doubtful Accounts | Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their estimated net realizable value. In estimating probable losses, management reviews accounts that are past due and determines if there are any known disputes. |
Excise Taxes | Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis. |
Inventory | Inventory Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method. |
RINs | RINs The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “RFS”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. |
Leases | Leases The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate. For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component separately. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on the effective interest rate of total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage. Depreciation is computed using the straight-line method over the following estimated useful lives: Process units and equipment 5-25 years Pipeline and equipment 5-25 years Buildings 25 years Computers, furniture and fixtures 3-7 years Leasehold improvements 20 years Railcars 50 years |
Deferred Charges and Other Assets, Net | Deferred Charges and Other Assets, Net Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs. The amortization period generally ranges from 3 to 6 years; however, based upon the specific facts and circumstances, different periods of deferral occur. Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s review of its long-lived assets. Deferred financing costs are capitalized when incurred and amortized over the life of the loan (generally 1 to 8 years). |
Finite-Lived Intangible Assets | Intangible assets with finite lives primarily consist of emission credits, permits and customer relationships and are amortized over their estimated useful lives (generally 1 to 10 years). |
Asset Retirement Obligations | Asset Retirement Obligations The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. |
Environmental Matters | Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and applying current regulations, as well as the Company’s own internal environmental policies. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of the Company’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common stock granted by the Company to certain employees, Series A warrants issued or granted by PBF LLC to employees in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of PBF LLC granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain |
Income Taxes | Income Taxes As a result of the PBF Energy’s acquisition of PBF LLC Series A Units or exchanges of PBF LLC Series A Units for PBF Energy Class A common stock, PBF Energy expects to benefit from amortization and other tax deductions reflecting the step up in tax basis in the acquired assets. Those deductions will be allocated to PBF Energy and will be taken into account in reporting PBF Energy’s taxable income. As a result of a federal income tax election made by PBF LLC, applicable to a portion of PBF Energy’s acquisition of PBF LLC Series A Units, the income tax basis of the assets of PBF LLC, underlying a portion of the units PBF Energy acquired, has been adjusted based upon the amount that PBF Energy paid for that portion of its PBF LLC Series A Units. PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”), which provides for the payment by PBF Energy equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. As a result of these transactions, PBF Energy’s tax basis in its share of PBF LLC’s assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of $191.4 million as of December 31, 2022. Deferred taxes are calculated using a liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences represent the differences between reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. PBF Energy recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes on the Consolidated Statements of Operations. The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. On the basis of this evaluation, a valuation allowance is recorded to recognize only the portion of deferred tax assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryover period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as PBF Energy’s projections for future taxable income. |
Net Income Per Share | Net Income Per ShareNet income per share is calculated by dividing the net income available to PBF Energy Class A common stockholders by the weighted average number of shares of PBF Energy Class A common stock outstanding during the period. Diluted net income per share is calculated by dividing the net income available to PBF Energy Class A common stockholders, adjusted for the net income attributable to the noncontrolling interest and the assumed income tax expense thereon, by the weighted average number of PBF Energy Class A common shares outstanding during the period adjusted to include the assumed exchange of all PBF LLC Series A units outstanding for PBF Energy Class A common stock, if applicable under the if converted method, and the potentially dilutive effect of outstanding options to purchase shares of PBF Energy Class A common stock, performance share awards and options and warrants to purchase PBF LLC Series A Units, subject to forfeiture utilizing the treasury stock method. |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its pension and post-retirement benefit plans. The funded status is recorded within Other long-term liabilities or Other non-current assets. Changes in the plans’ funded status are recognized in other comprehensive income in the period the change occurs. |
Fair Value Measurement | Fair Value Measurement A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. |
Financial Instruments | Financial Instruments The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The Company’s non-derivative financial instruments that are included in current assets and current liabilities are recorded at cost in the Consolidated Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature. Derivative instruments are recorded at fair value in the Consolidated Balance Sheets. The Company’s commodity contracts are measured and recorded at fair value using Level 1 inputs based on quoted prices in an active market, Level 2 inputs based on quoted market prices for similar instruments, or Level 3 inputs based on third-party sources and other available market based data. The Company’s catalyst obligations and derivatives related to the Company’s crude oil and feedstocks and refined product purchase obligations are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on observable market prices for similar instruments. |
Derivative Instruments | Derivative Instruments The Company is exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks used in the refining process as well as the prices of the refined products sold and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. All derivative instruments, not designated as normal purchases or sales, are recorded in the Consolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized in earnings. Contracts qualifying for the normal purchase and sales exemption are accounted for upon settlement. Cash flows related to derivative instruments that are not designated or do not qualify for hedge accounting treatment are included in operating activities. The Company designates certain derivative instruments as fair value hedges of a particular risk associated with a recognized asset or liability. At the inception of the hedge designation, the Company documents the relationship between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivative gains and losses related to these fair value hedges, including hedge ineffectiveness, are recorded in cost of sales along with the change in fair value of the hedged asset or liability attributable to the hedged risk. Cash flows related to derivative instruments that are designated as fair value hedges are included in operating activities. Economic hedges are hedges not designated as fair value or cash flow hedges for accounting purposes that are used to (i) manage price volatility in certain refinery feedstock and refined product inventories, and (ii) manage price volatility in certain forecasted refinery feedstock purchases and refined product sales. These instruments are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in cost of sales. Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives, determination of the fair value of derivatives, documentation of hedge relationships, assessment and measurement of hedge ineffectiveness and election and designation of the normal purchases and sales exemption. All of these judgments, depending upon their timing and effect, can have a significant impact on the Company’s earnings. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting”. The amendments in this ASU provide optional guidance to alleviate the burden in accounting for reference rate reform, by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationship and other transactions affected by the expected market transition from London Interbank Offered Rate (“LIBOR”) and other interbank rates. The Company’s adoption of this guidance did not have, and is not anticipated to have, a material impact on its Consolidated Financial Statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, Useful Lives | Depreciation is computed using the straight-line method over the following estimated useful lives: Process units and equipment 5-25 years Pipeline and equipment 5-25 years Buildings 25 years Computers, furniture and fixtures 3-7 years Leasehold improvements 20 years Railcars 50 years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: December 31, 2022 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 1,195.2 $ 140.9 $ 1,336.1 Refined products and blendstocks 1,244.7 40.9 1,285.6 Warehouse stock and other 141.9 — 141.9 $ 2,581.8 $ 181.8 $ 2,763.6 Lower of cost or market adjustment — — — Total inventories $ 2,581.8 $ 181.8 $ 2,763.6 December 31, 2021 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 953.5 $ 151.4 $ 1,104.9 Refined products and blendstocks 964.6 293.8 1,258.4 Warehouse stock and other 141.8 — 141.8 $ 2,059.9 $ 445.2 $ 2,505.1 Lower of cost or market adjustment — — — Total inventories $ 2,059.9 $ 445.2 $ 2,505.1 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of property, plant and equipment | Property, plant and equipment, net consisted of the following: (in millions) December 31, December 31, Land $ 533.6 $ 533.6 Processing units, pipelines and equipment 5,352.8 5,166.1 Buildings and leasehold improvements 128.7 128.1 Computers, furniture and fixtures 184.4 176.8 Construction in progress 830.8 331.1 7,030.3 6,335.7 Less—Accumulated depreciation (1,669.3) (1,433.5) Total property, plant and equipment, net $ 5,361.0 $ 4,902.2 |
DEFERRED CHARGES AND OTHER AS_2
DEFERRED CHARGES AND OTHER ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of deferred charges and other assets, net | Deferred charges and other assets, net consisted of the following: (in millions) December 31, December 31, Deferred turnaround costs, net $ 619.5 $ 537.0 Catalyst, net (a) 199.7 166.8 Environmental credits 41.4 41.3 Linefill 27.4 27.4 Pension plan assets 18.6 20.7 Other 56.1 29.7 Total deferred charges and other assets, net $ 962.7 $ 822.9 (a) Catalyst, net includes $117.0 million and $113.0 million of indefinite-lived precious metal catalysts (both owned or financed as part of existing catalyst financing arrangements) as of December 31, 2022 and December 31, 2021, respectively. |
Intangible assets, net | Intangible assets - net, included in “Other” above, primarily consists of customer relationships, permits and emission credits. Our net balance as of December 31, 2022 and December 31, 2021 is shown below: (in millions) December 31, December 31, Intangible assets - gross $ 25.5 $ 25.5 Accumulated amortization (16.4) (15.9) Intangible assets - net $ 9.1 $ 9.6 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: PBF Energy (in millions) December 31, December 31, Inventory-related accruals $ 1,417.4 $ 959.9 Renewable energy credit and emissions obligations (a) 1,361.1 953.9 Accrued salaries and benefits 173.1 59.5 Accrued transportation costs 127.3 91.0 Excise and sales tax payable 123.6 112.7 Accrued utilities 105.4 73.0 Inventory intermediation agreement (b) 98.3 280.1 Accrued capital expenditures 86.3 62.8 Contingent consideration 81.6 2.9 Accrued refinery maintenance and support costs 48.1 55.8 Accrued interest 24.9 37.7 Accrued income tax payable 16.5 — Environmental liabilities 14.9 14.9 Current finance lease liabilities 11.7 11.1 Other 30.6 25.1 Total accrued expenses $ 3,720.8 $ 2,740.4 PBF LLC (in millions) December 31, December 31, Inventory-related accruals $ 1,417.4 $ 959.9 Renewable energy credit and emissions obligations (a) 1,361.1 953.9 Accrued salaries and benefits 173.1 59.5 Accrued transportation costs 127.3 91.0 Excise and sales tax payable 123.6 112.7 Accrued utilities 105.4 73.0 Inventory intermediation agreement (b) 98.3 280.1 Accrued capital expenditures 86.3 62.8 Accrued interest 84.2 86.0 Contingent consideration 81.6 2.9 Accrued refinery maintenance and support costs 48.1 55.8 Environmental liabilities 14.9 14.9 Current finance lease liabilities 11.7 11.1 Accrued income tax payable 5.2 — Other 30.1 29.0 Total accrued expenses $ 3,768.3 $ 2,792.6 (a) The Company is subject to obligations to purchase RINs required to comply with the RFS. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. The Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of December 31, 2022, the Company had entered into approximately $899.2 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of a triennial period program which will be settled through 2024. (b) The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022 and December 31, 2021, a liability is recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. |
CREDIT FACILITIES AND DEBT (Tab
CREDIT FACILITIES AND DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt outstanding | Long-term debt outstanding consisted of the following: (in millions) December 31, December 31, 2025 Senior Secured Notes $ — $ 1,250.0 2028 Senior Notes 801.6 826.5 2025 Senior Notes 664.5 669.5 PBFX 2023 Senior Notes 525.0 525.0 Revolving Credit Facility — 900.0 PBFX Revolving Credit Facility — 100.0 Catalyst financing arrangements 4.0 58.4 1,995.1 4,329.4 Less—Current debt (524.2) — Unamortized premium 0.2 1.4 Unamortized deferred financing costs (36.2) (35.0) Long-term debt $ 1,434.9 $ 4,295.8 Details of the catalyst financing arrangements at each of the Company’s refineries as of December 31, 2022 are included in the following table: Refinery Metal Annual interest rate Expiration date (1) Delaware City Palladium 4.60 % September 2023 __________________ |
Schedule of debt maturing in the next five years and thereafter | Debt maturing in the next five years and thereafter is as follows (in millions): Year Ending December 31, 2023 $ 529.0 2024 — 2025 664.5 2026 — 2027 — Thereafter 801.6 Total debt outstanding $ 1,995.1 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following: (in millions) December 31, December 31, Environmental liabilities $ 142.8 $ 142.1 Defined benefit pension plan liabilities 82.8 47.0 Contingent consideration 65.7 29.4 Deferred Compensation 50.5 — Post-retirement medical plan liabilities 13.9 18.2 Early railcar return liability 1.9 6.0 Other 15.3 9.7 Total other long-term liabilities $ 372.9 $ 252.4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded unconditional purchase obligations disclosure | The fixed and determinable amounts related to obligations under these agreements are as follows (in millions): Year Ending December 31, 2023 $ 52.4 2024 25.3 2025 21.7 2026 21.7 2027 21.7 Thereafter 186.2 Total obligations $ 329.0 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021: (in millions) Classification on the Balance Sheet December 31, 2022 December 31, Assets Operating lease assets Lease right of use assets $ 611.7 $ 636.0 Finance lease assets Lease right of use assets 67.4 81.1 Total lease right of use assets $ 679.1 $ 717.1 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 60.5 $ 64.9 Finance lease liabilities Accrued expenses 11.7 11.1 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities 552.7 570.4 Finance lease liabilities Long-term financing lease liabilities 57.9 70.6 Total lease liabilities $ 682.8 $ 717.0 |
Lease, Cost | The table below presents certain information related to costs for the Company’s leases for the year ended December 31, 2022 and December 31, 2021: Lease Costs (in millions) December 31, 2022 December 31, Components of total lease costs: Finance lease costs Amortization of right of use assets $ 12.6 $ 16.1 Interest on lease liabilities 5.3 4.6 Operating lease costs 171.8 170.2 Short-term lease costs 88.0 59.3 Variable lease costs 8.1 10.2 Total lease costs $ 285.8 $ 260.4 |
Cash Flow, Lessee | The table below presents supplemental cash flow information related to leases for the year ended December 31, 2022 and December 31, 2021 (in millions): Year Ended December 31, 2022 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 169.6 $ 168.8 Operating cash flows for finance leases 5.3 4.6 Financing cash flows for finance leases 11.3 17.8 Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases 54.7 (106.6) Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of December 31, 2022: Weighted average remaining lease term - operating leases 12.9 years Weighted average remaining lease term - finance leases 5.6 years Weighted average discount rate - operating leases 15.6 % Weighted average discount rate - finance leases 7.2 % |
Lessee, Operating Lease, Liability, Maturity | The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2023 $ 16.1 $ 147.2 2024 15.5 128.3 2025 13.9 106.6 2026 13.6 100.0 2027 13.6 93.5 Thereafter 11.5 784.8 Total minimum lease payments 84.2 1,360.4 Less: effect of discounting 14.6 747.2 Present value of future minimum lease payments 69.6 613.2 Less: current obligations under leases 11.7 60.5 Long-term lease obligations $ 57.9 $ 552.7 |
Finance Lease, Liability, Fiscal Year Maturity | The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2023 $ 16.1 $ 147.2 2024 15.5 128.3 2025 13.9 106.6 2026 13.6 100.0 2027 13.6 93.5 Thereafter 11.5 784.8 Total minimum lease payments 84.2 1,360.4 Less: effect of discounting 14.6 747.2 Present value of future minimum lease payments 69.6 613.2 Less: current obligations under leases 11.7 60.5 Long-term lease obligations $ 57.9 $ 552.7 |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of stockholders equity | The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the years ended December 31, 2022, 2021 and 2020: PBF Energy (in millions) PBF Energy Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2022 $ 1,926.2 $ 95.4 $ 12.2 $ 499.0 $ 2,532.8 Comprehensive income (loss) 2,858.0 27.9 (1.4) 69.5 2,954.0 Dividends and distributions (24.7) (8.6) — (40.3) (73.6) Effects of changes in PBF Logistics ownership interests on deferred tax assets and liabilities (9.7) — — — (9.7) PBFX Merger Transaction 216.0 — — (519.7) (303.7) Stock-based compensation 33.2 — — 10.2 43.4 Transactions in connection with stock-based compensation plans 86.5 — — (18.7) 67.8 Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock 0.1 (0.1) — — — Treasury stock purchases (156.4) — — — (156.4) Other — — 1.4 — 1.4 Balance at December 31, 2022 $ 4,929.2 $ 114.6 $ 12.2 $ — $ 5,056.0 PBF Energy (in millions) PBF Energy Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2021 $ 1,642.8 $ 93.4 $ 10.6 $ 455.5 $ 2,202.3 Comprehensive income 257.4 2.4 2.3 79.8 341.9 Dividends and distributions — — (0.7) (40.0) (40.7) Stock-based compensation 23.9 — — 5.3 29.2 Transactions in connection with stock-based compensation plans (1.1) — — (1.6) (2.7) Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock 0.4 (0.4) — — — Other 2.8 — — — 2.8 Balance at December 31, 2021 $ 1,926.2 $ 95.4 $ 12.2 $ 499.0 $ 2,532.8 PBF Energy (in millions) PBF Energy Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2020 $ 3,039.6 $ 113.2 $ 10.9 $ 421.8 $ 3,585.5 Comprehensive income (loss) (1,393.2) (17.1) (0.3) 76.5 (1,334.1) Dividends and distributions (35.9) (0.4) — (46.8) (83.1) Effects of changes in PBFX ownership interest on deferred tax assets and liabilities (2.1) — — — (2.1) Stock-based compensation 28.2 — — 4.9 33.1 Transactions in connection with stock-based compensation plans (1.0) — — (0.9) (1.9) Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock 2.3 (2.3) — — — Other 4.9 — — — 4.9 Balance at December 31, 2020 $ 1,642.8 $ 93.4 $ 10.6 $ 455.5 $ 2,202.3 |
Schedule of comprehensive income (loss) | The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2022: PBF Energy (in millions) Attributable to Noncontrolling Total Net income $ 2,876.8 $ 96.0 $ 2,972.8 Other comprehensive income (loss): Unrealized loss on available for sale securities (2.5) — (2.5) Amortization of defined benefit plans unrecognized net loss (16.3) — (16.3) Total other comprehensive income (loss) (18.8) — (18.8) Total comprehensive income $ 2,858.0 $ 96.0 $ 2,954.0 The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2021: PBF Energy (in millions) Attributable to Noncontrolling Total Net income $ 231.0 $ 84.5 $ 315.5 Other comprehensive income (loss): Unrealized loss on available for sale securities (0.7) — (0.7) Amortization of defined benefit plans unrecognized net gain 27.1 — 27.1 Total other comprehensive income 26.4 — 26.4 Total comprehensive income $ 257.4 $ 84.5 $ 341.9 The following table summarizes the allocation of total comprehensive income (loss) of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2020: PBF Energy (in millions) Attributable to Noncontrolling Total Net income (loss) $ (1,392.4) $ 59.1 $ (1,333.3) Other comprehensive income (loss): Unrealized loss on available for sale securities (0.1) — (0.1) Amortization of defined benefit plans unrecognized net loss (0.7) — (0.7) Total other comprehensive income (loss) (0.8) — (0.8) Total comprehensive income (loss) $ (1,393.2) $ 59.1 $ (1,334.1) |
PBF LLC | |
Schedule of noncontrolling interest | The noncontrolling interest ownership percentages in PBF LLC as of the completion dates of each of the equity offerings and as of the years ended December 31, 2022, 2021 and 2020 are calculated as follows: Holders of Outstanding Shares Total December 31, 2020 970,647 120,101,641 121,072,288 0.8 % 99.2 % 100.0 % December 31, 2021 927,990 120,319,577 121,247,567 0.8 % 99.2 % 100.0 % December 31, 2022 910,457 129,639,307 130,549,764 0.7 % 99.3 % 100.0 % |
Schedule of stockholders equity | The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF LLC for the years ended December 31, 2022, 2021, and 2020 respectively: PBF LLC (in millions) PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2022 $ 1,722.9 $ 12.2 $ 499.0 $ 2,234.1 Comprehensive income (loss) 3,741.4 (1.4) 69.5 3,809.5 Dividends and distributions (1,155.2) — (40.3) (1,195.5) PBFX Merger Transaction 216.0 — (519.7) (303.7) Stock-based compensation 33.2 — 10.2 43.4 Transactions in connection with stock-based compensation plans (4.0) — (18.7) (22.7) Treasury stock purchases (156.4) — — (156.4) Other — 1.4 — 1.4 Balance at December 31, 2022 $ 4,397.9 $ 12.2 $ — $ 4,410.1 PBF LLC (in millions) PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2021 $ 1,374.0 $ 10.6 $ 455.5 $ 1,840.1 Comprehensive income 326.0 2.3 79.8 408.1 Dividends and distributions — (0.7) (40.0) (40.7) Stock-based compensation 23.9 — 5.3 29.2 Transactions in connection with stock-based compensation plans (1.0) — (1.6) (2.6) Balance at December 31, 2021 $ 1,722.9 $ 12.2 $ 499.0 $ 2,234.1 PBF LLC (in millions) PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2020 $ 3,176.4 $ 10.9 $ 421.8 $ 3,609.1 Comprehensive income (loss) (1,792.9) (0.3) 76.5 (1,716.7) Dividends and distributions (36.3) — (46.8) (83.1) Stock-based compensation 28.2 — 4.9 33.1 Transactions in connection with stock-based compensation plans (1.3) — — (1.3) Other (0.1) — (0.9) (1.0) Balance at December 31, 2020 $ 1,374.0 $ 10.6 $ 455.5 $ 1,840.1 |
Schedule of comprehensive income (loss) | The following table summarizes the allocation of total comprehensive income of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2022: PBF LLC (in millions) Attributable to Noncontrolling Total Net income $ 3,766.1 $ 68.1 $ 3,834.2 Other comprehensive income (loss): Unrealized loss on available for sale securities (2.5) — (2.5) Amortization of defined benefit plans unrecognized net loss (22.2) — (22.2) Total other comprehensive income (loss) (24.7) — (24.7) Total comprehensive income $ 3,741.4 $ 68.1 $ 3,809.5 The following table summarizes the allocation of total comprehensive income of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2021: PBF LLC (in millions) Attributable to Noncontrolling Total Net income $ 299.6 $ 82.1 $ 381.7 Other comprehensive income (loss): Unrealized loss on available for sale securities (0.7) — (0.7) Amortization of defined benefit plans unrecognized net gain 27.1 — 27.1 Total other comprehensive income 26.4 — 26.4 Total comprehensive income $ 326.0 $ 82.1 $ 408.1 The following table summarizes the allocation of total comprehensive income (loss) of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2020: PBF LLC (in millions) Attributable to Noncontrolling Total Net income (loss) $ (1,796.5) $ 76.2 $ (1,720.3) Other comprehensive income (loss): Unrealized loss on available for sale securities (0.1) — (0.1) Amortization of defined benefit plans unrecognized net gain 3.7 — 3.7 Total other comprehensive income 3.6 — 3.6 Total comprehensive income (loss) $ (1,792.9) $ 76.2 $ (1,716.7) |
PBF Logistics LP | |
Schedule of noncontrolling interest | The noncontrolling interest ownership percentages in PBFX as of November 30, 2022, November 29, 2022 and the years ended December 31, 2021 and 2020 are calculated as follows: Units of PBFX Held by the Public Units of PBFX Held by PBF LLC (Including Subordinated Units) Total December 31, 2020 32,411,207 29,953,631 62,364,838 52.0 % 48.0 % 100.0 % December 31, 2021 32,621,013 29,953,631 62,574,644 52.1 % 47.9 % 100.0 % November 29, 2022 - Pre PBFX Merger Transaction 32,832,175 29,953,631 62,785,806 52.3 % 47.7 % 100.0 % November 30, 2022 - Post PBFX Merger Transaction — 62,785,806 62,785,806 — % 100.0 % 100.0 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation expense | Stock-based compensation expense included in general and administrative expenses consisted of the following: Years Ended December 31, (in millions) 2022 2021 2020 PBF Energy options $ 19.1 $ 17.3 $ 16.1 PBF Energy restricted shares 11.6 2.8 5.3 PBF Energy performance awards 13.4 10.2 7.9 PBFX phantom units 10.2 5.3 4.9 $ 54.3 $ 35.6 $ 34.2 |
Weighted average assumptions | The Black-Scholes option-pricing model values used to value stock option awards granted were determined based on the following weighted average assumptions: December 31, 2022 December 31, 2021 December 31, 2020 Expected life (in years) 6.00 6.00 6.08 Expected volatility 87.6 % 83.8 % 69.1 % Dividend yield 0.00 % 0.00 % 1.41 % Risk-free rate of return 3.24 % 1.37 % 0.81 % Exercise price $ 29.16 $ 13.91 $ 13.58 Weighted average fair value per option granted $ 21.68 $ 9.84 $ 5.49 |
Schedule of Share-Based Payment Awards, Performance Awards, Valuation Assumptions | The grant date fair value was calculated using a Monte Carlo valuation model with the following assumptions: December 31, 2022 December 31, 2021 December 31, 2020 Expected life (in years) 3.08 3.12 2.89 - 3.14 Expected volatility 65.16 % 83.78% 39.88% - 82.63% Dividend yield 2.18 % 0.00% 0.00% - 4.28% Risk-free rate of return 3.90 % 0.87% 0.26% - 1.34% Weighted average grant-date fair value per PSU $ 45.91 $ 18.73 $ 10.77 |
PBF Energy | Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based compensation activity | The following table summarizes activity for PBF Energy options for 2022: Number of Weighted Weighted Stock-based awards, outstanding at January 1, 2022 15,049,759 $ 24.48 6.51 Granted 22,000 29.16 10.00 Exercised (4,208,685) 24.54 — Forfeited (210,800) 22.65 — Outstanding at December 31, 2022 10,652,274 $ 24.50 5.96 Exercisable and vested at December 31, 2022 7,826,241 $ 27.01 5.26 Total expected to vest as of December 31, 2022 10,652,274 $ 24.50 5.96 |
PBF Energy | Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based compensation activity | The following table summarizes activity for PBF Energy restricted stock: Number of Weighted Average Nonvested at January 1, 2022 155,687 $ 16.09 Granted 659,165 35.73 Vested (109,402) 19.42 Forfeited — — Nonvested at December 31, 2022 705,450 $ 33.92 Unrecognized compensation expense related to PBF Energy Restricted Class A common stock at December 31, 2022 was $12.0 million, which will be recognized from 2023 through 2025. The following table reflects activity related to our restricted stock: December 31, 2022 December 31, 2021 December 31, 2020 Weighted-average grant-date fair value per share of restricted stock granted $ 35.73 $ 16.13 $ 9.82 Fair value of restricted stock vested (in millions) $ 3.3 $ 3.1 $ 4.2 |
PBF Energy | Performance share units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based compensation activity | The following table summarizes activity for PBF Energy performance share awards: Number of Weighted Average Nonvested at January 1, 2022 745,525 $ 13.93 Granted 190,463 45.91 Vested (37,784) 27.71 Forfeited (111,678) 13.92 Nonvested at December 31, 2022 786,526 $ 21.02 |
PBF Energy | Performance Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based compensation activity | The following table summarizes activity for PBF Energy performance unit awards: Number of Nonvested at January 1, 2022 20,178,013 Granted 15,614,603 Vested (1,231,770) Forfeited (3,105,896) Nonvested at December 31, 2022 31,454,950 |
PBFX | Phantom Share Units (PSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based compensation activity | A summary of PBFX’s unit award activity for the years ended December 31, 2022, 2021 and 2020 is set forth below: Number of Phantom Units Weighted Average Nonvested at January 1, 2022 790,682 $ 14.30 Granted 374,934 15.18 Vested (1,151,866) 14.58 Forfeited (13,750) 14.43 Nonvested at December 31, 2022 — $ — The following table reflects activity related to our phantom units: December 31, 2022 December 31, 2021 December 31, 2020 Weighted-average grant-date fair value per phantom unit granted $ 15.18 $ 14.50 $ 8.14 Fair value of phantom unit vested (in millions) $ 22.2 $ 4.6 $ 3.2 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of changes in benefit obligations, fair value of plan assets, and funded status of plan | The changes in the benefit obligation, the changes in fair value of plan assets, and the funded status of the Company’s Pension and Post-Retirement Medical Plans as of and for the years ended December 31, 2022 and 2021 were as follows: Pension Plans Post-Retirement (in millions) 2022 2021 2022 2021 Change in benefit obligation: Benefit obligation at beginning of year $ 353.3 $ 329.3 $ 18.2 $ 22.0 Service cost 55.6 57.5 0.8 1.1 Interest cost 7.9 5.3 0.3 0.3 Plan amendments — — — — Benefit payments (18.9) (31.2) (1.4) (1.2) Actuarial gain (40.9) (7.6) (4.0) (4.0) Projected benefit obligation at end of year $ 357.0 $ 353.3 $ 13.9 $ 18.2 Change in plan assets: Fair value of plan assets at beginning of year $ 306.3 $ 255.8 $ — $ — Actual return on plan assets (51.0) 27.7 — — Benefits paid (18.9) (31.2) (1.4) (1.2) Employer contributions 37.8 54.0 1.4 1.2 Fair value of plan assets at end of year $ 274.2 $ 306.3 $ — $ — Reconciliation of funded status: Fair value of plan assets at end of year $ 274.2 $ 306.3 $ — $ — Less benefit obligations at end of year 357.0 353.3 13.9 18.2 Funded status at end of year $ (82.8) $ (47.0) $ (13.9) $ (18.2) |
Schedule of expected benefit payments | Benefit payments, which reflect expected future services that the Company expects to pay are as follows for the years ended December 31: (in millions) Pension Benefits Post-Retirement 2023 $ 25.7 $ 1.7 2024 21.3 1.5 2025 26.0 1.5 2026 29.4 1.5 2027 33.0 1.4 Years 2028-2032 207.8 6.3 |
Schedule of net periodic benefit cost | The components of net periodic benefit cost were as follows for the years ended December 31, 2022, 2021 and 2020: Pension Benefits Post-Retirement (in millions) 2022 2021 2020 2022 2021 2020 Components of net periodic benefit cost: Service cost $ 55.6 $ 57.5 $ 59.0 $ 0.8 $ 1.1 $ 1.0 Interest cost 7.9 5.3 6.9 0.3 0.3 0.4 Expected return on plan assets (17.5) (14.2) (12.5) — — — Amortization of prior service cost and actuarial loss 0.1 0.1 0.3 0.4 0.7 0.6 Net periodic benefit cost $ 46.1 $ 48.7 $ 53.7 $ 1.5 $ 2.1 $ 2.0 |
Schedule of pre-tax amounts recognized in other comprehensive income (loss) | The pre-tax amounts recognized in other comprehensive (income) loss for the years ended December 31, 2022, 2021 and 2020 were as follows: Pension Benefits Post-Retirement (in millions) 2022 2021 2020 2022 2021 2020 Prior service costs $ — $ — $ — $ — $ — $ 1.8 Net actuarial loss (gain) 27.6 (21.1) (5.9) (4.0) (4.0) 1.9 Amortization of losses and prior service cost (0.1) (0.1) (0.3) (0.4) (0.7) (0.6) Total changes in other comprehensive (income) loss $ 27.5 $ (21.2) $ (6.2) $ (4.4) $ (4.7) $ 3.1 |
Schedule of pre-tax amounts in accumulated other comprehensive loss not yet recognized as components of net periodic costs | The pre-tax amounts in accumulated other comprehensive income (loss) as of December 31, 2022, and 2021 that have not yet been recognized as components of net periodic costs were as follows: Pension Benefits Post-Retirement (in millions) 2022 2021 2022 2021 Prior service costs $ (0.5) $ (0.5) $ (3.5) $ (4.3) Net actuarial (loss) gain (14.8) 12.7 11.4 7.8 Total $ (15.3) $ 12.2 $ 7.9 $ 3.5 |
Schedule of assumptions used | The weighted average assumptions used to determine the benefit obligations as of December 31, 2022, and 2021 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2022 2021 2022 2021 2022 2021 Discount rate - benefit obligations 5.22 % 2.78 % 5.24 % 2.73 % 5.15 % 2.46 % Rate of compensation increase 4.27 % 4.26 % 4.50 % 4.50 % — — The weighted average assumptions used to determine the net periodic benefit costs for the years ended December 31, 2022, 2021 and 2020 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2022 2021 2020 2022 2021 2020 2022 2021 2020 Discount rates: Effective rate for service cost 2.80% 2.40% 2.94% 2.73% 2.26% 2.79% 2.80% 2.35% 2.86% Effective rate for interest cost 2.33% 1.74% 2.50% 2.24% 1.53% 2.33% 1.91% 1.28% 2.21% Effective rate for interest on service cost 2.45% 1.92% 2.59% 2.29% 1.75% 2.42% 2.65% 2.11% 2.68% Cash balance interest credit rate 2.06% 1.57% 2.19% 2.06% 1.57% 2.19% N/A N/A N/A Expected long-term rate of return on plan assets 5.50% 5.25% 5.75% N/A N/A N/A N/A N/A N/A Rate of compensation increase 4.26% 4.28% 4.28% 4.50% 4.50% 4.50% N/A N/A N/A |
Schedule of assumed health care cost trend rates | The assumed health care cost trend rates as of December 31, 2022 and 2021 were as follows: Post-Retirement 2022 2021 Health care cost trend rate assumed for next year 6.4 % 5.2 % Rate to which the cost trend rate was assumed to decline (the ultimate trend rate) 4.0 % 4.0 % Year that the rate reaches the ultimate trend rate 2046 2046 |
Schedule of fair value of assets of the Company's Qualified Plan | The table below presents the fair values of the assets of the Company’s Qualified Plan as of December 31, 2022 and 2021 by level of fair value hierarchy. Assets consist of collective trusts and are measured at fair value based on the closing net asset value (“NAV”) as determined by the fund manager and reported daily. As noted above, the Company’s post-retirement medical plan is funded on a pay-as-you-go basis and has no assets. Fair Value Measurements Using December 31, (in millions) 2022 2021 Equities: Domestic equities $ 73.0 $ 73.9 Developed international equities 34.9 37.7 Global low volatility equities 18.4 24.1 Emerging market equities 20.8 24.8 Fixed-income 106.2 121.6 Real Estate 18.9 23.2 Cash and cash equivalents 2.0 1.0 Total $ 274.2 $ 306.3 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE [Abstract] | |
Revenues from external customers for each product or group of similar products | The following table provides information relating to the Company’s revenues for each product or group of similar products for the periods presented. Year Ended December 31, (in millions) 2022 2021 2020 Refining Segment: Gasoline and distillates $ 41,465.0 $ 23,489.5 $ 12,799.4 Asphalt and blackoils 2,123.8 1,217.8 777.9 Feedstocks and other 1,863.0 1,310.1 935.5 Chemicals 903.8 889.8 351.5 Lubricants 425.0 294.8 180.7 Total Refining Revenue $ 46,780.6 $ 27,202.0 $ 15,045.0 Logistics Segment: Logistics Revenue 369.3 355.5 360.3 Total revenue prior to eliminations 47,149.9 27,557.5 15,405.3 Elimination of intercompany revenue (319.6) (304.1) (289.4) Total Revenues 46,830.3 27,253.4 15,115.9 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | |
Summary of the income tax provision | The income tax provision in the PBF Energy Consolidated Statements of Operations consists of the following: (in millions) Year Ended Year Ended Year Ended Current expense (benefit): Federal $ 75.8 $ 0.3 $ (1.7) Foreign 0.3 — — State 88.5 0.1 2.2 Total current 164.6 0.4 0.5 Deferred expense (benefit): Federal 379.9 19.1 (6.6) Foreign (0.9) (13.1) 5.4 State 41.2 5.7 2.8 Total deferred 420.2 11.7 1.6 Total provision for income taxes $ 584.8 $ 12.1 $ 2.1 |
Schedule of effective income tax rate reconciliation | The difference between PBF Energy’s effective income tax rate and the United States statutory rate is reconciled below: Year Ended Year Ended Year Ended Provision at Federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) attributable to flow-through of certain tax adjustments: State income taxes (net of federal income tax) 4.9 % 4.9 % 5.6 % Nondeductible/nontaxable items (0.4) % 0.9 % (0.1) % Rate differential from foreign jurisdictions — % (0.4) % — % Provision to return adjustment — % (0.1) % (0.1) % Adjustment to deferred tax assets and liabilities for change in tax rates (0.2) % 2.2 % 0.1 % Deferred tax asset valuation allowance (8.9) % (23.2) % (25.8) % Other 0.5 % (0.3) % (0.9) % Effective tax rate 16.9 % 5.0 % (0.2) % |
Schedule of Income Tax | For financial reporting purposes, income (loss) before income taxes attributable to PBF Energy Inc. stockholders includes the following components: (in millions) Year Ended Year Ended Year Ended United States income (loss) $ 3,464.2 $ 296.4 $ (1,413.0) Foreign income (loss) (2.6) (53.3) 22.7 Total income (loss) before income taxes attributable to PBF Energy Inc. stockholders $ 3,461.6 $ 243.1 $ (1,390.3) |
Summary of the components of deferred tax assets and liabilities | A summary of the components of PBF Energy’s deferred tax assets and deferred tax liabilities consists of the following: (in millions) December 31, 2022 December 31, 2021 Deferred tax assets Purchase interest step-up $ 191.4 $ 141.2 Pension, employee benefits and compensation 102.8 63.7 Net operating loss carry forwards 115.9 600.0 Environmental liabilities 36.4 99.7 Lease liabilities 284.1 308.7 Interest expense limitation carry forwards — 104.4 Other 54.7 41.1 Total deferred tax assets 785.3 1,358.8 Valuation allowance — (308.5) Total deferred tax assets, net 785.3 1,050.3 Deferred tax liabilities Property, plant and equipment 968.3 825.0 Inventory 67.6 23.1 Right of use assets 283.2 308.7 Other 1.6 4.9 Total deferred tax liabilities 1,320.7 1,161.7 Net deferred tax asset/(liability) $ (535.4) $ (111.4) |
Summary of income tax examinations | Income tax years that remain subject to examination by material jurisdictions, where an examination has not already concluded are all years including and subsequent to: United States Federal 2019 New Jersey 2018 Michigan 2018 Delaware 2019 Indiana 2019 Pennsylvania 2019 New York 2019 Louisiana 2019 California 2018 |
PBF LLC | |
Operating Loss Carryforwards [Line Items] | |
Summary of the income tax provision | The reported income tax expense (benefit) in the PBF LLC Consolidated Statements of Operations consists of the following: (in millions) Year Ended Year Ended Year Ended Current income tax expense (benefit) $ 7.8 $ 0.5 $ (1.2) Deferred income tax (benefit) expense (3.2) (14.5) 7.3 Total income tax expense (benefit) $ 4.6 $ (14.0) $ 6.1 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment | Year Ended December 31, 2022 PBF Energy (in millions) Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 46,780.6 $ 369.3 $ — $ (319.6) $ 46,830.3 Depreciation and amortization expense 466.9 36.7 7.5 — 511.1 Income (loss) from operations 4,466.4 183.7 (496.9) — 4,153.2 Interest expense, net 10.9 39.5 195.6 — 246.0 Capital expenditures 994.9 7.9 8.1 — 1,010.9 Year Ended December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 27,202.0 $ 355.5 $ — $ (304.1) $ 27,253.4 Depreciation and amortization expense 415.7 37.8 13.3 — 466.8 Income (loss) from operations 673.1 195.4 (271.3) — 597.2 Interest expense, net 8.8 42.1 266.6 — 317.5 Capital expenditures 381.8 8.6 5.3 — 395.7 Year Ended December 31, 2020 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 15,045.0 $ 360.3 $ — $ (289.4) $ 15,115.9 Depreciation and amortization expense 498.0 53.7 11.3 — 563.0 Income (loss) from operations (1,450.4) 195.3 (161.7) — (1,416.8) Interest expense, net 1.7 47.9 208.6 — 258.2 Capital expenditures (1) 1,546.6 12.3 10.7 — 1,569.6 Balance at December 31, 2022 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 12,587.9 $ 863.1 $ 136.3 $ (38.2) $ 13,549.1 Balance at December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 10,753.3 $ 901.3 $ 48.5 $ (61.7) $ 11,641.4 Year Ended December 31, 2022 PBF LLC (in millions) Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 46,780.6 $ 369.3 $ — $ (319.6) $ 46,830.3 Depreciation and amortization expense 466.9 36.7 7.5 — 511.1 Income (loss) from operations 4,466.4 183.7 (494.8) — 4,155.3 Interest expense, net 10.9 39.5 206.8 — 257.2 Capital expenditures 994.9 7.9 8.1 — 1,010.9 Year Ended December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 27,202.0 $ 355.5 $ — $ (304.1) $ 27,253.4 Depreciation and amortization expense 415.7 37.8 13.3 — 466.8 Income (loss) from operations 673.1 195.4 (269.2) — 599.3 Interest expense, net 8.8 42.1 276.9 — 327.8 Capital expenditures 381.8 8.6 5.3 — 395.7 Year Ended December 31, 2020 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 15,045.0 $ 360.3 $ — $ (289.4) $ 15,115.9 Depreciation and amortization expense 498.0 53.7 11.3 — 563.0 Income (loss) from operations (1,450.4) 195.3 (160.9) — (1,416.0) Interest expense, net 1.7 47.9 218.9 — 268.5 Capital expenditures (1) 1,546.6 12.3 10.7 — 1,569.6 Balance at December 31, 2022 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 12,587.9 $ 863.1 $ 134.5 $ (38.2) $ 13,547.3 Balance at December 31, 2021 Refining Logistics Corporate Eliminations Consolidated Total Total assets $ 10,753.3 $ 901.3 $ 46.8 $ (61.7) $ 11,639.7 (1) The Refining segment includes capital expenditures of $1,176.2 million for the acquisition of the Martinez refinery in the first quarter of 2020. |
NET INCOME PER SHARE OF PBF E_2
NET INCOME PER SHARE OF PBF ENERGY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net income per common share | The following table sets forth the computation of basic and diluted net income per share of PBF Energy Class A common stock attributable to PBF Energy for the periods presented: (in millions, except share and per share amounts) Year Ended December 31, Basic Earnings Per Share: 2022 2021 2020 Allocation of earnings: Net income (loss) attributable to PBF Energy Inc. stockholders $ 2,876.8 $ 231.0 $ (1,392.4) Less: Income allocated to participating securities — — 0.1 Income (loss) available to PBF Energy Inc. stockholders - basic $ 2,876.8 $ 231.0 $ (1,392.5) Denominator for basic net income (loss) per PBF Energy Class A common share-weighted average shares 122,598,076 120,240,009 119,617,998 Basic net income (loss) attributable to PBF Energy per Class A common share $ 23.47 $ 1.92 $ (11.64) Diluted Earnings Per Share: Numerator: Income (loss) available to PBF Energy Inc. stockholders - basic $ 2,876.8 $ 231.0 $ (1,392.5) Plus: Net income (loss) attributable to noncontrolling interest (1) 27.9 2.4 (17.1) Less: Income tax (expense) benefit on net income (loss) attributable to noncontrolling interest (1) (7.2) (0.6) 4.6 Numerator for diluted net income (loss) per Class A common share - net income (loss) attributable to PBF Energy Inc. stockholders (1) $ 2,897.5 $ 232.8 $ (1,405.0) Denominator (1) : Denominator for basic net income (loss) per PBF Energy Class A common share-weighted average shares 122,598,076 120,240,009 119,617,998 Effect of dilutive securities: Conversion of PBF LLC Series A Units 917,991 988,730 1,042,667 Common stock equivalents (2) 3,344,039 1,409,415 — Denominator for diluted net income (loss) per PBF Energy Class A common share-adjusted weighted average shares 126,860,106 122,638,154 120,660,665 Diluted net income (loss) attributable to PBF Energy Inc. stockholders per Class A common share $ 22.84 $ 1.90 $ (11.64) —————————— (1) The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a 25.9%, 25.9% and 26.6% annualized statutory corporate tax rate for the years ended December 31, 2022, 2021 and 2020, respectively) attributable to the converted units. (2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and PSUs 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). Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 3,877,035, 12,568,275 and 14,446,894 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the years ended December 31, 2022, 2021 and 2020, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of December 31, 2022 and 2021. The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Consolidated Balance Sheets. As of December 31, 2022 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 110.0 $ — $ — $ 110.0 N/A $ 110.0 Commodity contracts 33.8 15.7 — 49.5 (35.6) 13.9 Derivatives included within inventory intermediation agreement obligations — 25.1 — 25.1 — 25.1 Liabilities: Commodity contracts 20.6 11.8 3.2 35.6 (35.6) — Catalyst obligations — 4.0 — 4.0 — 4.0 Renewable energy credit and emissions obligations — 1,361.1 — 1,361.1 — 1,361.1 Contingent consideration obligation — — 147.3 147.3 — 147.3 As of December 31, 2021 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 270.1 $ — $ — $ 270.1 N/A $ 270.1 Commodity contracts 71.5 — — 71.5 (71.5) — Derivatives included within inventory intermediation agreement obligations — 19.7 — 19.7 — 19.7 Liabilities: Commodity contracts 79.7 3.8 — 83.5 (71.5) 12.0 Catalyst obligations — 58.4 — 58.4 — 58.4 Renewable energy credit and emissions obligations — 953.9 — 953.9 953.9 Contingent consideration obligation — — 32.3 32.3 — 32.3 |
Schedule of Effect of Significant Unobservable Inputs | The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration: Year Ended December 31, (in millions) 2022 2021 Balance at beginning of period $ 32.3 $ 12.1 Additions — — Settlements (18.1) (12.2) Unrealized loss included in earnings 136.3 32.4 Balance at end of period $ 150.5 $ 32.3 |
Schedule of Fair value of Debt | The table below summarizes the carrying value and fair value of debt as of December 31, 2022 and 2021. December 31, 2022 December 31, 2021 (in millions) Carrying Fair Carrying Fair 2025 Senior Secured Notes (a) $ — $ — $ 1,250.0 $ 1,192.7 2028 Senior Notes (a) 801.6 703.7 826.5 520.9 2025 Senior Notes (a) 664.5 656.0 669.5 475.9 PBFX 2023 Senior Notes (a) 525.0 525.1 525.0 513.7 Revolving Credit Facility (b) — — 900.0 900.0 PBFX Revolving Credit Facility (b) — — 100.0 100.0 Catalyst financing arrangements (c) 4.0 4.0 58.4 58.4 1,995.1 1,888.8 4,329.4 3,761.6 Less - Current debt (524.2) (524.2) — — Unamortized premium 0.2 n/a 1.4 n/a Less - Unamortized deferred financing costs (36.2) n/a (35.0) n/a Long-term debt $ 1,434.9 $ 1,364.6 $ 4,295.8 $ 3,761.6 _________________________ (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following tables provide information regarding the fair values of derivative instruments as of December 31, 2022 and December 31, 2021 and the line items in the Consolidated Balance Sheets in which fair values are reflected. Description Balance Sheet Location Fair Value (in millions) Derivatives designated as hedging instruments: December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 25.1 December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 19.7 Derivatives not designated as hedging instruments: December 31, 2022: Commodity contracts Accounts receivable $ 13.9 December 31, 2021: Commodity contracts Accounts receivable $ (12.0) |
Schedule of Derivative Instruments, Gain (Loss) Recognized in Income | The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the Consolidated Statements of Operations in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Gain or (Loss) (in millions) Derivatives designated as hedging instruments: For the year ended December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 5.4 For the year ended December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 8.4 For the year ended December 31, 2020: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 12.6 Derivatives not designated as hedging instruments: For the year ended December 31, 2022: Commodity contracts Cost of products and other $ (31.5) For the year ended December 31, 2021: Commodity contracts Cost of products and other $ (83.4) For the year ended December 31, 2020: Commodity contracts Cost of products and other $ 44.4 Hedged items designated in fair value hedges: For the year ended December 31, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (5.4) For the year ended December 31, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ 8.4 For the year ended December 31, 2020: Crude oil, intermediate and refined product inventory Cost of products and other $ (12.6) |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Nov. 30, 2022 $ / shares shares | Dec. 31, 2022 USD ($) reportable_segment shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Description of Business [Line Items] | ||||
Ownership Percentage of Equity Held | 100% | 100% | 100% | |
Number Of Reporting Segments | reportable_segment | 2 | |||
PBFX Merger Transaction payment | $ | $ 303.7 | $ 0 | $ 0 | |
PBFX Merger Transaction (in shares) | shares | 8,864,684 | |||
PBFX Merger Transaction | ||||
Description of Business [Line Items] | ||||
Acquisition of Noncontrolling Interests, Consideration Transferred, Equity Interest Issued and Issuable Entity Shares Issued Per Acquiree Share (in shares) | shares | 0.27 | |||
Common Stock, Par or Stated Value Per Share Paid (in usd per share) | $ / shares | $ 0.001 | |||
Business Acquisition, Share Price (in usd per share) | $ / shares | $ 9.25 | |||
PBF LLC | ||||
Description of Business [Line Items] | ||||
PBFX Merger Transaction payment | $ | $ 303.7 | $ 0 | $ 0 | |
PBF LLC | Series A Units | ||||
Description of Business [Line Items] | ||||
Ownership Percentage of Equity Held | 0.70% | 0.80% | 0.80% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concentration of Credit Risk) (Details) - Customer Concentration Risk [Member] - numberOfCustomers | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues [Member] | ||
Concentration Risk [Line Items] | ||
Number of Customers | 1 | 1 |
Concentration Risk, Benchmark Description | 10 | 10 |
Accounts Receivables [Member] | ||
Concentration Risk [Line Items] | ||
Number of Customers | 1 | 1 |
Concentration Risk, Benchmark Description | 10 | 10 |
Royal Dutch Shell [Member] | Revenues [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14% | 15% |
Royal Dutch Shell [Member] | Accounts Receivables [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19% | 26% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Leases) (Details) | Dec. 31, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Non-cancelable operating lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Non-cancelable operating lease term | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant, and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Process Units and Equipment [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Process Units and Equipment [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Pipeline and Equipment [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Pipeline and Equipment [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Computers, Furniture and Fixtures [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computers, Furniture and Fixtures [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Railcars [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 50 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Deferred Charges and Other Assets, Net) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Refinery turnaround amortization period | 3 years |
Amortization over life of loan | 1 year |
Intangible assets estimated useful lives | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Refinery turnaround amortization period | 6 years |
Amortization over life of loan | 8 years |
Intangible assets estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock-Based Compensation) (Details) - Performance Share Units And Performance Share Awards - PBF Energy - number_period | 14 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | 3 years | |
Number of measurement periods | 4 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation, Performance Unit, Payout | 0% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation, Performance Unit, Payout | 200% |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Income Taxes) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85% | |
Unrealized deferred tax asset | $ 191.4 | $ 141.2 |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | |||
Crude oil and feedstocks | $ 1,336,100,000 | $ 1,104,900,000 | |
Refined products and blendstocks | 1,285,600,000 | 1,258,400,000 | |
Warehouse stock and other | 141,900,000 | 141,800,000 | |
Other Inventory, Gross | 2,763,600,000 | 2,505,100,000 | |
Lower of cost or market adjustment | 0 | 0 | $ (669,600,000) |
Total inventories | 2,763,600,000 | 2,505,100,000 | |
Income (loss) from operations | 4,153,200,000 | 597,200,000 | (1,416,800,000) |
Inventory, LIFO Reserve, Effect on Income, Net | 0 | 0 | $ 83,000,000 |
Titled Inventory [Member] | |||
Inventory [Line Items] | |||
Crude oil and feedstocks | 1,195,200,000 | 953,500,000 | |
Refined products and blendstocks | 1,244,700,000 | 964,600,000 | |
Warehouse stock and other | 141,900,000 | 141,800,000 | |
Other Inventory, Gross | 2,581,800,000 | 2,059,900,000 | |
Lower of cost or market adjustment | 0 | 0 | |
Total inventories | 2,581,800,000 | 2,059,900,000 | |
Inventory Supply and Offtake Arrangements [Member] | |||
Inventory [Line Items] | |||
Crude oil and feedstocks | 140,900,000 | 151,400,000 | |
Refined products and blendstocks | 40,900,000 | 293,800,000 | |
Warehouse stock and other | 0 | 0 | |
Other Inventory, Gross | 181,800,000 | 445,200,000 | |
Lower of cost or market adjustment | 0 | 0 | |
Total inventories | $ 181,800,000 | 445,200,000 | |
Adjustment [Member] | |||
Inventory [Line Items] | |||
Income (loss) from operations | $ 669,600,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) $ in Millions | 12 Months Ended | |||
Apr. 17, 2020 USD ($) hydrogenPlants | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 7,030.3 | $ 6,335.7 | ||
Less - Accumulated depreciation | (1,669.3) | (1,433.5) | ||
Property, plant and equipment, net | 5,361 | 4,902.2 | ||
Depreciation | 236.5 | 229.6 | $ 223 | |
Impairment expense | 0 | 0 | 98.8 | |
Number of Hydrogen Plants Sold | hydrogenPlants | 5 | |||
Proceeds from sale of assets | 0 | 7.2 | 543.1 | |
Gain (Loss) on Disposition of Property Plant Equipment | (0.9) | 3 | 477.8 | |
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | (0.9) | 3 | 477.8 | |
Air Products and Chemical, Inc. [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale of assets | $ 530 | 530 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 471.1 | |||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 533.6 | 533.6 | ||
Process units, pipelines and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 5,352.8 | 5,166.1 | ||
Building and Building Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 128.7 | 128.1 | ||
Computers furniture and fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 184.4 | 176.8 | ||
Construction in progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 830.8 | 331.1 | ||
Capitalized interest | $ 25 | $ 9.1 | ||
Construction in progress [Member] | East Coast Refining [Member] | Idled Processing Units [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment expense | 11.9 | |||
Construction in progress [Member] | East Coast Refining [Member] | Capital Projects [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment expense | 79.9 | |||
Torrance Refinery [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 8.1 |
DEFERRED CHARGES AND OTHER AS_3
DEFERRED CHARGES AND OTHER ASSETS, NET (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Deferred turnaround costs, net | $ 619.5 | $ 537 | ||
Catalyst, net (a) | [1] | 199.7 | 166.8 | |
Environmental credits | 41.4 | 41.3 | ||
Linefill | 27.4 | 27.4 | ||
Pension plan assets | 18.6 | 20.7 | ||
Other | 56.1 | 29.7 | ||
Total deferred charges and other assets, net | 962.7 | 822.9 | ||
Amortization expense | 262 | 221.1 | $ 325.9 | |
Accelerated Amortization, Deferred Turnaround Costs | $ 56.2 | |||
Intangible Assets, Net [Abstract] | ||||
Intangible assets - gross | 25.5 | 25.5 | ||
Accumulated amortization | (16.4) | (15.9) | ||
Intangible assets - net | 9.1 | 9.6 | ||
Indefinitely-Lived Precious Metal [Member] | ||||
Catalyst, net (a) | $ 117 | $ 113 | ||
[1]Catalyst, net includes $117.0 million and $113.0 million of indefinite-lived precious metal catalysts (both owned or financed as part of existing catalyst financing arrangements) as of December 31, 2022 and December 31, 2021, respectively. |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Accrued Expenses: | |||
Inventory-related accruals | $ 1,417.4 | $ 959.9 | |
Renewable energy credit and emissions obligations | [1] | 1,361.1 | 953.9 |
Accrued salaries and benefits | 173.1 | 59.5 | |
Accrued transportation costs | 127.3 | 91 | |
Excise and sales tax payable | 123.6 | 112.7 | |
Accrued utilities | 105.4 | 73 | |
Inventory intermediation agreements | [2] | 98.3 | 280.1 |
Accrued capital expenditures | 86.3 | 62.8 | |
Contingent consideration | 81.6 | 2.9 | |
Accrued refinery maintenance and support costs | 48.1 | 55.8 | |
Accrued interest | 24.9 | 37.7 | |
Environmental liabilities | 14.9 | 14.9 | |
Current finance lease liabilities | 11.7 | 11.1 | |
Accrued income tax payable | 16.5 | 0 | |
Other | 30.6 | 25.1 | |
Accrued expenses | $ 3,720.8 | $ 2,740.4 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | |
Forward Purchase Commitments for Renewable Energy Credit Obligations | $ 899.2 | ||
PBF LLC | |||
Accrued Expenses: | |||
Inventory-related accruals | 1,417.4 | $ 959.9 | |
Renewable energy credit and emissions obligations | [1] | 1,361.1 | 953.9 |
Accrued salaries and benefits | 173.1 | 59.5 | |
Accrued transportation costs | 127.3 | 91 | |
Excise and sales tax payable | 123.6 | 112.7 | |
Accrued utilities | 105.4 | 73 | |
Inventory intermediation agreements | [2] | 98.3 | 280.1 |
Accrued capital expenditures | 86.3 | 62.8 | |
Contingent consideration | 81.6 | 2.9 | |
Accrued refinery maintenance and support costs | 48.1 | 55.8 | |
Accrued interest | 84.2 | 86 | |
Environmental liabilities | 14.9 | 14.9 | |
Current finance lease liabilities | 11.7 | 11.1 | |
Accrued income tax payable | 5.2 | 0 | |
Other | 30.1 | 29 | |
Accrued expenses | $ 3,768.3 | $ 2,792.6 | |
[1]The Company is subject to obligations to purchase RINs required to comply with the RFS. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. The Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of December 31, 2022, the Company had entered into approximately $899.2 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of a triennial period program which will be settled through 2024.[2]The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022 and December 31, 2021, a liability is recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. |
CREDIT FACILITIES AND DEBT (Sum
CREDIT FACILITIES AND DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,995.1 | $ 4,329.4 | |
Less—Current debt | (524.2) | 0 | |
Unamortized premium | 0.2 | 1.4 | |
Unamortized deferred financing costs | (36.2) | (35) | |
Long-term debt | 1,434.9 | 4,295.8 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 0 | 900 | |
2025 Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 1,250 | |
2028 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 801.6 | 826.5 | |
2025 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 664.5 | 669.5 | |
PBFX 2023 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 525 | 525 | |
Catalyst financing arrangements | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 4 | [1] | 58.4 |
PBF Logistics LP | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | 0 | 100 | |
PBF Logistics LP | PBFX 2023 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 525 | $ 525 | |
[1]Catalyst financing arrangements are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability is directly impacted by the change in fair value of the underlying catalyst. |
CREDIT FACILITIES AND DEBT (Det
CREDIT FACILITIES AND DEBT (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
May 26, 2022 USD ($) | Dec. 21, 2020 USD ($) | May 13, 2020 USD ($) | Jan. 24, 2020 USD ($) | Jul. 30, 2018 USD ($) | Oct. 06, 2017 USD ($) | May 30, 2017 USD ($) | May 14, 2014 USD ($) renewal | Oct. 31, 2012 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 02, 2023 USD ($) | May 25, 2022 USD ($) | May 07, 2020 | May 06, 2020 | Feb. 18, 2020 USD ($) | May 12, 2015 USD ($) | Feb. 09, 2012 | ||
Debt Instrument [Line Items] | ||||||||||||||||||||
(Loss) gain on extinguishment of debt | $ (66,100,000) | $ 79,900,000 | $ (22,200,000) | |||||||||||||||||
Uncommitted Receivables Purchase Facility, Maximum Borrowing | $ 300,000,000 | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument term | 8 years | |||||||||||||||||||
2023 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt fixed interest rate | 7% | |||||||||||||||||||
Repayments of Long-term Debt | $ 0 | 0 | 517,500,000 | |||||||||||||||||
2020 Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt fixed interest rate | 8.25% | |||||||||||||||||||
2025 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | $ 725,000,000 | |||||||||||||||||||
Debt fixed interest rate | 7.25% | |||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 711,600,000 | |||||||||||||||||||
Redemption price as a percentage | 100% | |||||||||||||||||||
Repayments of Long-term Debt | $ 4,800,000 | 37,500,000 | 0 | |||||||||||||||||
(Loss) gain on extinguishment of debt | 200,000 | 17,500,000 | ||||||||||||||||||
Extinguishment of Debt, Amount | 5,000,000 | 55,500,000 | ||||||||||||||||||
New PBFX Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.442% | |||||||||||||||||||
2028 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | $ 1,000,000,000 | |||||||||||||||||||
Debt fixed interest rate | 6% | |||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 987,000,000 | |||||||||||||||||||
Repayments of Long-term Debt | 21,100,000 | 109,300,000 | 0 | |||||||||||||||||
(Loss) gain on extinguishment of debt | 3,600,000 | 62,400,000 | ||||||||||||||||||
Extinguishment of Debt, Amount | $ 24,900,000 | 173,500,000 | ||||||||||||||||||
2025 Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Redemption price as a percentage | 104.625% | |||||||||||||||||||
Repayments of Long-term Debt | $ 1,307,400,000 | 0 | 0 | |||||||||||||||||
(Loss) gain on extinguishment of debt | 69,900,000 | |||||||||||||||||||
Additional 2025 Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | $ 250,000,000 | |||||||||||||||||||
Debt fixed interest rate | 9.25% | |||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 245,700,000 | |||||||||||||||||||
Debt Instrument, Issuance Percentage Of Face Amount | 100.25% | |||||||||||||||||||
Initial 2025 Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | $ 1,000,000,000 | |||||||||||||||||||
Debt fixed interest rate | 9.25% | |||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 982,900,000 | |||||||||||||||||||
PBFX Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayments of Lines of Credit | 100,000,000 | 100,000,000 | $ 183,000,000 | |||||||||||||||||
Revolving Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Line of Credit | 0 | 900,000,000 | ||||||||||||||||||
PBFX 2023 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | 525,000,000 | 525,000,000 | ||||||||||||||||||
Debt fixed interest rate | 6.875% | |||||||||||||||||||
Redemption price as a percentage | 100% | |||||||||||||||||||
Debt Instrument, Face Amount | $ 350,000,000 | |||||||||||||||||||
Line of Credit | Revolving Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 4,300,000,000 | |||||||||||||||||||
Line of Credit Facility, Available Increase in Borrowing Capacity | 500,000,000 | |||||||||||||||||||
Maximum borrowing capacity, as a percentage of aggregate borrowing capacity | 10% | |||||||||||||||||||
Alternative maximum borrowing capacity | $ 100,000,000 | |||||||||||||||||||
Effective consolidated fixed charge coverage ratio during period | 1 | |||||||||||||||||||
Line of Credit, Incur Certain Secured Debt, Percentage of Total Assets | 20% | 10% | ||||||||||||||||||
Long-term Line of Credit | 0 | 900,000,000 | ||||||||||||||||||
Letters of Credit Outstanding, Amount | 576,100,000 | 380,100,000 | ||||||||||||||||||
Line of Credit | Revolving Loan | Tranche B | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | 2,750,000,000 | |||||||||||||||||||
Line of Credit | Revolving Loan | Tranche A | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 1,550,000,000 | |||||||||||||||||||
Line of Credit | Revolving Loan | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 2,750,000,000 | |||||||||||||||||||
Line of Credit | Revolving Loan | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||||||||||||||||
Line of Credit | Revolving Loan | Company Credit Rating | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1% | |||||||||||||||||||
Line of Credit | Revolving Loan | Company Credit Rating | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||||||||||
Line of Credit | Revolving Loan | Base Rate | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 0.25% | |||||||||||||||||||
Line of Credit | Revolving Loan | Base Rate | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1% | |||||||||||||||||||
Line of Credit | Revolving Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||||||||||
Line of Credit | Revolving Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 2% | |||||||||||||||||||
New PBFX Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt fixed interest rate | 6.875% | |||||||||||||||||||
Debt Instrument, Issuance Percentage Of Face Amount | 102% | |||||||||||||||||||
Debt Instrument, Face Amount | $ 175,000,000 | |||||||||||||||||||
Financing Arrangements | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Catalyst financing fees | $ 200,000 | 2,000,000 | ||||||||||||||||||
Financing Arrangements | Delaware City Catalyst Financing Arrangement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt fixed interest rate | [1] | 4.60% | ||||||||||||||||||
2025 Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | $ 0 | 1,250,000,000 | ||||||||||||||||||
2028 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | 801,600,000 | 826,500,000 | ||||||||||||||||||
Redemption price as a percentage | 106% | |||||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35% | |||||||||||||||||||
PBF Logistics LP | Revolving Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Line of Credit | 0 | 100,000,000 | ||||||||||||||||||
PBF Logistics LP | PBFX 2023 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt | 525,000,000 | 525,000,000 | ||||||||||||||||||
PBF Logistics LP | Line of Credit | Revolving Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Line of Credit | 100,000,000 | |||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 25,000,000 | |||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||
PBF Logistics LP | Secured Debt | Revolving Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | 750,000,000 | |||||||||||||||||||
Line of Credit Facility, Available Increase in Borrowing Capacity | $ 250,000,000 | |||||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 500,000,000 | $ 275,000,000 | ||||||||||||||||||
Debt Instrument, Renewal Term | 1 year | |||||||||||||||||||
Debt Instrument, Number Of Renewals | renewal | 2 | |||||||||||||||||||
Debt Instrument, Covenant, Consolidated Interest Leverage Ratio, Minimum | 2.50 | |||||||||||||||||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 4.50 | |||||||||||||||||||
Debt Instrument, Covenant, Consolidated Senior Secured Leverage Ratio, Maximum | 3.50 | |||||||||||||||||||
PBF Logistics LP | Secured Debt | Revolving Loan | Base Rate | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||||||||||
PBF Logistics LP | Secured Debt | Revolving Loan | Base Rate | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||||||||||
PBF Logistics LP | Secured Debt | Revolving Loan | LIBOR | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||||||||||
PBF Logistics LP | Secured Debt | Revolving Loan | LIBOR | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 2.75% | |||||||||||||||||||
PBF Logistics LP | Standby Letters of Credit | Revolving Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 75,000,000 | |||||||||||||||||||
[1]This catalyst financing arrangement is included in Long-term debt as of December 31, 2022 as the Company has the ability and intent to finance this debt through availability under other credit facilities if the catalyst financing arrangement is not renewed at maturity. |
CREDIT FACILITIES AND DEBT (Deb
CREDIT FACILITIES AND DEBT (Debt Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | $ 529 | |
2024 | 0 | |
2025 | 664.5 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 801.6 | |
Long-term Debt, Gross | $ 1,995.1 | $ 4,329.4 |
AFFILIATE NOTE PAYABLE - PBF _2
AFFILIATE NOTE PAYABLE - PBF LLC (Details) - PBF LLC - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Affiliate note payable | $ 1,445.7 | $ 375.2 |
Notes Payable, Other Payables | ||
Annual interest rate | 2.50% |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Environmental liabilities | $ 142.8 | $ 142.1 |
Defined benefit pension plan liabilities | 82.8 | 47 |
Contingent consideration | 65.7 | 29.4 |
Deferred Compensation | 50.5 | 0 |
Post-retirement medical plan liabilities | 13.9 | 18.2 |
Early railcar return liability | 1.9 | 6 |
Other | 15.3 | 9.7 |
Total other long-term liabilities | $ 372.9 | $ 252.4 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Blackstone and First Reserve | Series B Units | |||
Related Party Transaction [Line Items] | |||
Distribution to unitholders | $ 0 | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Feb. 01, 2020 | Oct. 01, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Purchases made under contractually obligated supply agreements | $ 112.2 | $ 76 | $ 69 | ||
Environmental Matters | |||||
Environmental liability | $ 157.7 | $ 157 | |||
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | |||
Environmental liabilities | $ 142.8 | $ 142.1 | |||
Tax Receivable Agreement [Abstract] | |||||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85% | ||||
Ownership Percentage of Equity Held | 100% | 100% | 100% | ||
Payable to Related Parties, Tax Receivable Agreement | $ 338.6 | $ 48.3 | |||
PBF Energy | Class A Common Stock | |||||
Tax Receivable Agreement [Abstract] | |||||
Ownership Percentage of Equity Held | 99.20% | ||||
Environmental Issue [Member] | Torrance Refinery [Member] | |||||
Environmental Matters | |||||
Environmental liability | $ 117 | $ 118.5 | |||
Executive [Member] | Minimum | |||||
Employee Agreements | |||||
Potential lump sum payment as a multiple of base salary | 1.50 | ||||
Executive [Member] | Maximum | |||||
Employee Agreements | |||||
Potential lump sum payment as a multiple of base salary | 2.99 | ||||
Martinez Acquistion [Member] | |||||
Contingent Consideration | |||||
Term of Agreement | 4 years | ||||
Business Combination, Contingent Consideration, Initial Estimate | $ 77.3 | ||||
Business Combination, Contingent Consideration, Liability | $ 147.3 | 29.4 | |||
Martinez Acquistion [Member] | Accrued Liabilities [Member] | |||||
Contingent Consideration | |||||
Business Combination, Contingent Consideration, Liability | 81.6 | 29.4 | |||
East Coast Storage Assets Acquisition [Member] | |||||
Contingent Consideration | |||||
Term of Agreement | 3 years | ||||
Business Combination, Contingent Consideration, Liability | $ 0 | $ 2.9 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Future Minimum Payments) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2023 | $ 52.4 |
2024 | 25.3 |
2025 | 21.7 |
2026 | 21.7 |
2027 | 21.7 |
Thereafter | 186.2 |
Total obligations | $ 329 |
LEASES (Lease Assets and Liabil
LEASES (Lease Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right of use assets | $ 611.7 | $ 636 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease, Right of Use Asset | Lease, Right of Use Asset |
Finance Lease, Right-of-Use Asset | $ 67.4 | $ 81.1 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease, Right of Use Asset | Lease, Right of Use Asset |
Lease, Right of Use Asset | $ 679.1 | $ 717.1 |
Current operating lease liabilities | 60.5 | 64.9 |
Less: current obligations under leases | $ 11.7 | $ 11.1 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses |
Long-term operating lease liabilities | $ 552.7 | $ 570.4 |
Long-term lease obligations | 57.9 | 70.6 |
Total lease liabilities | $ 682.8 | $ 717 |
LEASES (Lease Costs) (Details)
LEASES (Lease Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases - Lease Assets and Liabilities [Abstract] | ||
Finance Lease, Right-of-Use Asset, Amortization | $ 12.6 | $ 16.1 |
Finance Lease, Interest Expense | 5.3 | 4.6 |
Operating lease cost | 171.8 | 170.2 |
Short-term lease cost | 88 | 59.3 |
Variable lease cost | 8.1 | 10.2 |
Total lease cost | $ 285.8 | $ 260.4 |
LEASES (Details)
LEASES (Details) $ in Millions | 12 Months Ended | ||||
Apr. 17, 2020 USD ($) hydrogenPlants | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 01, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Number of Hydrogen Plants Sold | hydrogenPlants | 5 | ||||
Proceeds from sale of assets | $ 0 | $ 7.2 | $ 543.1 | ||
Gain (Loss) on Disposition of Property Plant Equipment | (0.9) | 3 | 477.8 | ||
Operating Lease, Liability | 613.2 | ||||
Lease right of use assets | 611.7 | $ 636 | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 0 | ||||
Lessee, Lease Not Yet Commenced, Term Of Contract | 2 years | ||||
Lessee, Leases Not Yet Commenced, Liability | $ 48.9 | ||||
Air Products and Chemical, Inc. [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Proceeds from sale of assets | $ 530 | 530 | |||
Gain (Loss) on Disposition of Property Plant Equipment | $ 471.1 | ||||
Air Products and Chemical, Inc. [Member] | Transition Service Agreement [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Supply Commitment, Period | 18 months | ||||
Hydrogen Supply [Member] | Air Products and Chemical, Inc. [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Non-cancelable operating lease term | 15 years | ||||
Operating Lease, Liability | $ 504 | ||||
Lease right of use assets | $ 504 |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow and Other Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases - Supplemental Cash Flow and Other Information [Abstract] | |||
Operating cash flows for operating leases | $ 169.6 | $ 168.8 | |
Operating cash flows for finance leases | 5.3 | 4.6 | |
Financing cash flows for finance leases | 11.3 | 17.8 | |
Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases | $ 54.7 | $ (106.6) | $ 702 |
Weighted average remaining lease term - operating leases | 12 years 10 months 24 days | ||
Weighted average remaining lease term - finance leases | 5 years 7 months 6 days | ||
Weighted average discount rate - operating leases | 15.60% | ||
Weighted average discount rate - finance leases | 7.20% |
LEASES (Maturity of Lease Liabi
LEASES (Maturity of Lease Liabilities) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases - Maturity of Lease Liabilities [Abstract] | ||
Lessee, Lease Not Yet Commenced, Term Of Contract | 2 years | |
Lessee, Leases Not Yet Commenced, Liability | $ 48.9 | |
Finance Leases | ||
2023 | 16.1 | |
2024 | 15.5 | |
2025 | 13.9 | |
2026 | 13.6 | |
2027 | 13.6 | |
Thereafter | 11.5 | |
Total minimum lease payments | 84.2 | |
Less: effect of discounting | 14.6 | |
Present value of future minimum lease payments | 69.6 | |
Less: current obligations under leases | 11.7 | $ 11.1 |
Long-term lease obligations | 57.9 | 70.6 |
Operating Leases | ||
2023 | 147.2 | |
2024 | 128.3 | |
2025 | 106.6 | |
2026 | 100 | |
2027 | 93.5 | |
Thereafter | 784.8 | |
Total minimum lease payments | 1,360.4 | |
Less: effect of discounting | 747.2 | |
Present value of future minimum lease payments | 613.2 | |
Less: current obligations under leases | 60.5 | 64.9 |
Long-term lease obligations | $ 552.7 | $ 570.4 |
STOCKHOLDERS' AND MEMBERS' EQ_2
STOCKHOLDERS' AND MEMBERS' EQUITY STRUCTURE (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) vote shares | |
Class B Common Stock | |
Class of Stock [Line Items] | |
Number of votes per share | vote | 1 |
PBF LLC | Series B Units | |
Class of Stock [Line Items] | |
Common Unit, Issuance Value | $ | $ 0 |
Number of units authorized | shares | 1,000,000,000 |
STOCKHOLDERS' AND MEMBERS' EQ_3
STOCKHOLDERS' AND MEMBERS' EQUITY STRUCTURE Treasury Stock (Details) - Repurchase Program - Class A Common Stock - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 12, 2022 | |
Class of Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 500 | |
Treasury Stock, Shares, Acquired (in shares) | 4,192,555 | |
Treasury Stock, Value, Acquired, Cost Method | $ 156.4 |
NONCONTROLLING INTERESTS PBF LL
NONCONTROLLING INTERESTS PBF LLC Noncontrolling Interest (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | |||
Ownership Percentage of Equity Held | 100% | 100% | 100% |
Shares outstanding (in shares) | 130,549,764 | 121,247,567 | 121,072,288 |
Class A Common Stock | PBF Energy Inc. | |||
Noncontrolling Interest [Line Items] | |||
Ownership Percentage of Equity Held | 99.30% | 99.20% | 99.20% |
Shares outstanding (in shares) | 129,639,307 | 120,319,577 | 120,101,641 |
Series A Units | PBF LLC | |||
Noncontrolling Interest [Line Items] | |||
Ownership Percentage of Equity Held | 0.70% | 0.80% | 0.80% |
Shares outstanding (in shares) | 910,457 | 927,990 | 970,647 |
NONCONTROLLING INTERESTS PBFX N
NONCONTROLLING INTERESTS PBFX Noncontrolling Interest (Details) - shares | Dec. 31, 2022 | Nov. 29, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | ||||
Limited Partners' Capital Account, Ownership Percentage | 100% | 100% | 100% | 100% |
Common Units [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Common units, outstanding (in shares) | 62,785,806 | 62,785,806 | 62,574,644 | 62,364,838 |
Common Units [Member] | Public Unit Holders [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Common units, outstanding (in shares) | 0 | 32,832,175 | 32,621,013 | 32,411,207 |
Common Units [Member] | PBF LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Common units, outstanding (in shares) | 62,785,806 | 29,953,631 | 29,953,631 | 29,953,631 |
Limited Partner [Member] | Public Unit Holders [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Limited Partners' Capital Account, Ownership Percentage | 0% | 52.30% | 52.10% | 52% |
Limited Partner [Member] | PBF LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Limited Partners' Capital Account, Ownership Percentage | 100% | 47.70% | 47.90% | 48% |
NONCONTROLLING INTERESTS Noncon
NONCONTROLLING INTERESTS Noncontrolling Interest in PBF Holding (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) subsidiary | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 01, 2015 | |
Noncontrolling Interest [Line Items] | ||||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | $ 96 | $ 84.5 | $ 59.1 | |
Chalmette Refining | ||||
Noncontrolling Interest [Line Items] | ||||
Number of Subsidiaries | subsidiary | 2 | |||
Chalmette Refining | Collins Pipeline Company | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership interest | 80% | |||
Chalmette Refining | T&M Terminal Company | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership interest | 80% | |||
Collins Pipeline Company And T&M Terminal Company | ||||
Noncontrolling Interest [Line Items] | ||||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | $ (1.4) | $ 2.3 |
NONCONTROLLING INTERESTS Change
NONCONTROLLING INTERESTS Changes in Equity and Noncontrolling Interest (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | $ 2,532.8 | $ 2,202.3 | $ 3,585.5 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | 2,858 | 257.4 | (1,393.2) |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 96 | 84.5 | 59.1 |
Comprehensive income (loss) | 2,954 | 341.9 | (1,334.1) |
Dividends and Distributions | (73.6) | (40.7) | (83.1) |
Effect of change in deferred tax assets and liabilities and tax receivable agreement obligation | (9.7) | (2.1) | |
PBFX Merger Transaction | (303.7) | ||
Stock-based compensation | 43.4 | 29.2 | 33.1 |
Transactions in connection with stock-based compensation plans | 67.8 | (2.7) | (1.9) |
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0 | 0 | 0 |
Treasury stock purchases | (156.4) | 0 | 0 |
Other | 1.4 | 2.8 | 4.9 |
Ending balance | 5,056 | 2,532.8 | 2,202.3 |
Parent [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 1,926.2 | 1,642.8 | 3,039.6 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | 2,858 | 257.4 | (1,393.2) |
Comprehensive income (loss) | 2,858 | 257.4 | (1,393.2) |
Dividends and Distributions | (24.7) | (35.9) | |
Effect of change in deferred tax assets and liabilities and tax receivable agreement obligation | (9.7) | (2.1) | |
PBFX Merger Transaction | 216 | ||
Stock-based compensation | 33.2 | 23.9 | 28.2 |
Transactions in connection with stock-based compensation plans | 86.5 | (1.1) | (1) |
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0.1 | 0.4 | 2.3 |
Treasury stock purchases | 156.4 | ||
Other | 2.8 | 4.9 | |
Ending balance | 4,929.2 | 1,926.2 | 1,642.8 |
Noncontrolling Interest - PBF LLC [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 95.4 | 93.4 | 113.2 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 27.9 | 2.4 | (17.1) |
Dividends and Distributions | (8.6) | (0.4) | |
Transactions in connection with stock-based compensation plans | 0 | ||
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | (0.1) | (0.4) | (2.3) |
Ending balance | 114.6 | 95.4 | 93.4 |
Noncontrolling Interest - PBF Holding [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 12.2 | 10.6 | 10.9 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (1.4) | 2.3 | (0.3) |
Dividends and Distributions | (0.7) | ||
Other | 1.4 | ||
Ending balance | 12.2 | 12.2 | 10.6 |
Noncontrolling interest - PBF Logistics LP [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 499 | 455.5 | 421.8 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 69.5 | 79.8 | 76.5 |
Dividends and Distributions | (40.3) | (40) | (46.8) |
PBFX Merger Transaction | (519.7) | ||
Stock-based compensation | 10.2 | 5.3 | 4.9 |
Transactions in connection with stock-based compensation plans | (18.7) | (1.6) | (0.9) |
Ending balance | 0 | 499 | 455.5 |
PBF LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 2,234.1 | 1,840.1 | 3,609.1 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | 3,741.4 | 326 | (1,792.9) |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 68.1 | 82.1 | 76.2 |
Comprehensive income (loss) | 3,809.5 | 408.1 | (1,716.7) |
Dividends and Distributions | (1,195.5) | (40.7) | (83.1) |
PBFX Merger Transaction | (303.7) | ||
Stock-based compensation | 43.4 | 29.2 | 33.1 |
Transactions in connection with stock-based compensation plans | (22.7) | (2.6) | (1.3) |
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | 0 | 0 | |
Treasury stock purchases | (156.4) | 0 | 0 |
Other | 1.4 | (1) | |
Ending balance | 4,410.1 | 2,234.1 | 1,840.1 |
PBF LLC | Parent [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 1,722.9 | 1,374 | 3,176.4 |
Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | 3,741.4 | 326 | (1,792.9) |
Comprehensive income (loss) | 3,741.4 | 326 | (1,792.9) |
Dividends and Distributions | (1,155.2) | (36.3) | |
PBFX Merger Transaction | 216 | ||
Stock-based compensation | 33.2 | 23.9 | 28.2 |
Transactions in connection with stock-based compensation plans | (4) | (1) | (1.3) |
Treasury stock purchases | 156.4 | ||
Other | (0.1) | ||
Ending balance | 4,397.9 | 1,722.9 | 1,374 |
PBF LLC | Noncontrolling Interest - PBF Holding [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 12.2 | 10.6 | 10.9 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (1.4) | 2.3 | (0.3) |
Dividends and Distributions | (0.7) | ||
Other | 1.4 | ||
Ending balance | 12.2 | 12.2 | 10.6 |
PBF LLC | Noncontrolling interest - PBF Logistics LP [Member] | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Beginning balance | 499 | 455.5 | 421.8 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 69.5 | 79.8 | 76.5 |
Dividends and Distributions | (40.3) | (40) | (46.8) |
PBFX Merger Transaction | (519.7) | ||
Stock-based compensation | 10.2 | 5.3 | 4.9 |
Transactions in connection with stock-based compensation plans | (18.7) | (1.6) | |
Other | (0.9) | ||
Ending balance | $ 0 | $ 499 | $ 455.5 |
NONCONTROLLING INTERESTS Other
NONCONTROLLING INTERESTS Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | $ 2,972.8 | $ 315.5 | $ (1,333.3) |
Unrealized loss on available for sale securities | (2.5) | (0.7) | (0.1) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | (16.3) | 27.1 | (0.7) |
Other Comprehensive Income (Loss), Net of Tax | (18.8) | 26.4 | (0.8) |
Comprehensive income (loss) | 2,954 | 341.9 | (1,334.1) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 2,954 | 341.9 | (1,334.1) |
Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 2,876.8 | 231 | (1,392.4) |
Unrealized loss on available for sale securities | (2.5) | (0.1) | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | (16.3) | 27.1 | (0.7) |
Other Comprehensive Income (Loss), Net of Tax | (18.8) | 26.4 | (0.8) |
Comprehensive income (loss) | 2,858 | 257.4 | (1,393.2) |
Noncontrolling Interest | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 96 | 84.5 | 59.1 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 0 | ||
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 |
Comprehensive income (loss) | 96 | 84.5 | 59.1 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | 96 | 84.5 | 59.1 |
PBF LLC | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 3,834.2 | 381.7 | (1,720.3) |
Unrealized loss on available for sale securities | (2.5) | (0.7) | (0.1) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | (22.2) | 27.1 | 3.7 |
Other Comprehensive Income (Loss), Net of Tax | (24.7) | 26.4 | 3.6 |
Comprehensive income (loss) | 3,809.5 | 408.1 | (1,716.7) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 3,809.5 | 408.1 | (1,716.7) |
PBF LLC | Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 3,766.1 | 299.6 | (1,796.5) |
Unrealized loss on available for sale securities | (2.5) | (0.7) | (0.1) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | (22.2) | 27.1 | 3.7 |
Other Comprehensive Income (Loss), Net of Tax | (24.7) | 26.4 | 3.6 |
Comprehensive income (loss) | 3,741.4 | 326 | (1,792.9) |
PBF LLC | Noncontrolling Interest | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 68.1 | 82.1 | 76.2 |
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 |
Comprehensive income (loss) | 68.1 | 82.1 | 76.2 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | $ 68.1 | $ 82.1 | $ 76.2 |
STOCK-BASED COMPENSATION (Share
STOCK-BASED COMPENSATION (Share-Based Compensation Expense) (Details) - General and Administrative Expense - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | $ 54.3 | $ 35.6 | $ 34.2 |
PBF Logistics LP | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 10.2 | 5.3 | 4.9 |
Employee Stock Option | PBF Energy | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 19.1 | 17.3 | 16.1 |
Restricted Stock | PBF Energy | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 11.6 | 2.8 | 5.3 |
Performance Shares | PBF Energy | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | $ 13.4 | $ 10.2 | $ 7.9 |
STOCK-BASED COMPENSATION (Weigh
STOCK-BASED COMPENSATION (Weighted Average Assumptions) (Details) - PBF Energy - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 6 years | 6 years | 6 years 29 days |
Expected volatility | 87.60% | 83.80% | 69.10% |
Dividend yield | 0% | 0% | 1.41% |
Risk-free rate of return | 3.24% | 1.37% | 0.81% |
Exercise price (in usd per share) | $ 29.16 | $ 13.91 | $ 13.58 |
Weighted average fair value per unit (in usd per share) | $ 21.68 | $ 9.84 | $ 5.49 |
Performance share units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 3 years 29 days | 3 years 1 month 13 days | |
Expected volatility | 65.16% | 83.78% | |
Dividend yield | 2.18% | 0% | |
Risk-free rate of return | 3.90% | 0.87% | |
Minimum | Performance share units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 2 years 10 months 20 days | ||
Expected volatility | 39.88% | ||
Dividend yield | 0% | ||
Risk-free rate of return | 0.26% | ||
Maximum | Performance share units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 3 years 1 month 20 days | ||
Expected volatility | 82.63% | ||
Dividend yield | 4.28% | ||
Risk-free rate of return | 1.34% |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of Unit Activity) (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Performance share units | PBF Energy | |
Weighted Average Grant Date Fair Value | |
Forfeited (in usd per share) | $ 13.92 |
Phantom Share Units (PSUs) | |
Non-Vested Units | |
Units, beginning balance (in shares) | shares | 790,682 |
Granted (in shares) | shares | 374,934 |
Vested (in shares) | shares | (1,151,866) |
Forfeited (in shares) | shares | (13,750) |
Units, ending balance (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, beginning balance (in usd per share) | $ 14.30 |
Granted (in usd per share) | 15.18 |
Vested (in usd per share) | 14.58 |
Forfeited (in usd per share) | 14.43 |
Weighted average grant date fair value, ending balance (in usd per share) | $ 0 |
Phantom Share Units (PSUs) | PBFX Merger Transaction | |
Non-Vested Units | |
Vested (in shares) | shares | (830,597) |
Weighted Average Grant Date Fair Value | |
Vested (in usd per share) | $ 20.39 |
STOCK-BASED COMPENSATION (Sha_2
STOCK-BASED COMPENSATION (Share-Based Compensation Activity) (Details) - PBF Energy - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Performance Units | |||
Options Activity | |||
Options, beginning balance (in shares) | 20,178,013 | ||
Granted (in shares) | 15,614,603 | ||
Vested (in shares) | (1,231,770) | ||
Forfeited (in shares) | (3,105,896) | ||
Options, ending balance (in shares) | 31,454,950 | 20,178,013 | |
Weighted Average Remaining Contractual Life [Abstract] | |||
Total estimated fair value, granted in period | $ 1.5 | $ 5.2 | $ 3.2 |
Performance share units | |||
Options Activity | |||
Options, beginning balance (in shares) | 745,525 | ||
Granted (in shares) | 190,463 | ||
Vested (in shares) | (37,784) | ||
Forfeited (in shares) | (111,678) | ||
Options, ending balance (in shares) | 786,526 | 745,525 | |
Weighted Average Exercise Price | |||
Weighted average exercise price, beginning balance (in usd per share) | $ 13.93 | ||
Granted (in usd per share) | 45.91 | $ 18.73 | $ 10.77 |
Vested (in usd per share) | 27.71 | ||
Forfeited (in usd per share) | 13.92 | ||
Weighted average exercise price, ending balance (in usd per share) | $ 21.02 | $ 13.93 | |
Weighted Average Remaining Contractual Life [Abstract] | |||
Total estimated fair value, granted in period | $ 2 | $ 1.8 | $ 0.8 |
Restricted Stock | |||
Options Activity | |||
Options, beginning balance (in shares) | 155,687 | ||
Granted (in shares) | 659,165 | ||
Exercised (in shares) | (109,402) | ||
Forfeited (in shares) | 0 | ||
Options, ending balance (in shares) | 705,450 | 155,687 | |
Weighted Average Exercise Price | |||
Weighted average exercise price, beginning balance (in usd per share) | $ 16.09 | ||
Granted (in usd per share) | 35.73 | $ 16.13 | $ 9.82 |
Exercised (in usd per share) | 19.42 | ||
Forfeited (in usd per share) | 0 | ||
Weighted average exercise price, ending balance (in usd per share) | $ 33.92 | $ 16.09 | |
Weighted Average Remaining Contractual Life [Abstract] | |||
Total estimated fair value, granted in period | $ 3.3 | $ 3.1 | $ 4.2 |
Employee Stock Option | |||
Options Activity | |||
Options, beginning balance (in shares) | 15,049,759 | ||
Granted (in shares) | 22,000 | ||
Exercised (in shares) | (4,208,685) | ||
Forfeited (in shares) | (210,800) | ||
Options, ending balance (in shares) | 10,652,274 | 15,049,759 | |
Options exercisable and vested (in shares) | 7,826,241 | ||
Options expected to vest (in shares) | 10,652,274 | ||
Weighted Average Exercise Price | |||
Weighted average exercise price, beginning balance (in usd per share) | $ 24.48 | ||
Granted (in usd per share) | 29.16 | ||
Exercised (in usd per share) | 24.54 | ||
Forfeited (in usd per share) | 22.65 | ||
Weighted average exercise price, ending balance (in usd per share) | 24.50 | $ 24.48 | |
Weighted average exercise price, exercisable and vested (in usd per share) | 27.01 | ||
Weighted average exercise price, expected to vest (in usd per share) | $ 24.50 | ||
Weighted Average Remaining Contractual Life [Abstract] | |||
Weighted average remaining contractual term, outstanding (in years) | 5 years 11 months 15 days | 6 years 6 months 3 days | |
Weighted average remaining contractual term, granted (in years) | 10 years | ||
Weighted average remaining contractual term, exercisable and vested (in years) | 5 years 3 months 3 days | ||
Weighted average remaining contractual term, expected to vest (in years) | 5 years 11 months 15 days |
STOCK-BASED COMPENSATION (Addit
STOCK-BASED COMPENSATION (Additional Information) (Details) $ / shares in Units, $ in Millions | 10 Months Ended | 12 Months Ended | 14 Months Ended | 26 Months Ended | |||
Oct. 31, 2020 number_period | Oct. 31, 2020 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2021 | Dec. 31, 2022 USD ($) $ / shares | |
Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested (in shares) | shares | (1,151,866) | ||||||
Vested (in usd per share) | $ / shares | $ 14.58 | ||||||
Phantom Share Units (PSUs) | PBFX Merger Transaction | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 16.9 | ||||||
Vested (in shares) | shares | (830,597) | ||||||
Vested (in usd per share) | $ / shares | $ 20.39 | ||||||
Phantom Share Units (PSUs) | Long-Term Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant-date fair value per phantom unit granted (in usd per share) | $ / shares | $ 15.18 | $ 14.50 | $ 8.14 | ||||
Fair value of phantom unit vested (in millions) | $ 22.2 | $ 4.6 | $ 3.2 | ||||
PBF Energy | Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Vesting period | 4 years | 3 years | |||||
Total intrinsic value of stock options outstanding | $ 173.5 | $ 173.5 | |||||
Total intrinsic value of stock options exercisable | 107.8 | 107.8 | |||||
Total intrinsic value of stock options exercised during period | 63.1 | $ 0.4 | $ 0 | ||||
Unrecognized compensation expense | $ 17.3 | 17.3 | |||||
Weighted average fair value per unit (in usd per share) | $ / shares | $ 21.68 | $ 9.84 | $ 5.49 | ||||
Granted (in usd per share) | $ / shares | $ 29.16 | ||||||
PBF Energy | Performance share units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 13.3 | 13.3 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months 18 days | ||||||
Granted (in usd per share) | $ / shares | $ 45.91 | $ 18.73 | $ 10.77 | ||||
Total estimated fair value, granted in period | $ 2 | $ 1.8 | $ 0.8 | ||||
PBF Energy | Performance Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 21.5 | $ 21.5 | |||||
Share-based compensation, Performance Unit, Payout, At Target, Per Unit (in shares) | $ / shares | $ 1 | $ 1 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 10 days | ||||||
Total estimated fair value, granted in period | $ 1.5 | $ 5.2 | $ 3.2 | ||||
PBF Energy | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Unrecognized compensation expense | $ 12 | $ 12 | |||||
Granted (in usd per share) | $ / shares | $ 35.73 | $ 16.13 | $ 9.82 | ||||
Total estimated fair value, granted in period | $ 3.3 | $ 3.1 | $ 4.2 | ||||
PBF Energy | Performance Share Units And Performance Share Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 3 years | |||||
Number of measurement periods | number_period | 4 | ||||||
PBFX | Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Minimum | PBF Energy | Performance Share Units And Performance Share Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, Performance Unit, Payout | 0% | 0% | |||||
Maximum | PBF Energy | Performance Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, Performance Unit, Payout, At Target, Per Unit (in shares) | $ / shares | $ 2 | $ 2 | |||||
Share-based compensation, Performance Unit, Payout | 200% | 200% | |||||
Maximum | PBF Energy | Performance Share Units And Performance Share Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, Performance Unit, Payout | 200% | 200% |
EMPLOYEE BENEFIT PLANS (Changes
EMPLOYEE BENEFIT PLANS (Changes in Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Qualified Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | $ 353.3 | $ 329.3 | |
Service cost | 55.6 | 57.5 | $ 59 |
Interest cost | 7.9 | 5.3 | 6.9 |
Plan Amendments | 0 | 0 | |
Benefit payments | (18.9) | (31.2) | |
Actuarial gain | (40.9) | (7.6) | |
Projected benefit obligation at end of year | 357 | 353.3 | 329.3 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 306.3 | 255.8 | |
Actual return on plan assets | (51) | 27.7 | |
Benefits paid | (18.9) | (31.2) | |
Employer contributions | 37.8 | 54 | |
Fair value of plan assets at end of year | 274.2 | 306.3 | 255.8 |
Reconciliation of funded status: | |||
Fair value of plan assets at end of year | 274.2 | 306.3 | 255.8 |
Less benefit obligation at end of year | 357 | 353.3 | 329.3 |
Funded status at end of year | (82.8) | (47) | |
Post-Retirement Medical Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 18.2 | 22 | |
Service cost | 0.8 | 1.1 | 1 |
Interest cost | 0.3 | 0.3 | 0.4 |
Plan Amendments | 0 | 0 | |
Benefit payments | (1.4) | (1.2) | |
Actuarial gain | (4) | (4) | |
Projected benefit obligation at end of year | 13.9 | 18.2 | 22 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Benefits paid | (1.4) | (1.2) | |
Employer contributions | 1.4 | 1.2 | |
Fair value of plan assets at end of year | 0 | 0 | 0 |
Reconciliation of funded status: | |||
Fair value of plan assets at end of year | 0 | 0 | 0 |
Less benefit obligation at end of year | 13.9 | 18.2 | $ 22 |
Funded status at end of year | $ (13.9) | $ (18.2) |
EMPLOYEE BENEFIT PLANS (Expecte
EMPLOYEE BENEFIT PLANS (Expected Benefit Payments) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Qualified Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 25.7 |
2024 | 21.3 |
2025 | 26 |
2026 | 29.4 |
2027 | 33 |
Years 2028-2032 | 207.8 |
Post-Retirement Medical Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 1.7 |
2024 | 1.5 |
2025 | 1.5 |
2026 | 1.5 |
2027 | 1.4 |
Years 2028-2032 | $ 6.3 |
EMPLOYEE BENEFIT PLANS (Net Per
EMPLOYEE BENEFIT PLANS (Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Qualified Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 55.6 | $ 57.5 | $ 59 |
Interest cost | 7.9 | 5.3 | 6.9 |
Expected return on plan assets | (17.5) | (14.2) | (12.5) |
Amortization of prior service cost and actuarial loss | 0.1 | 0.1 | 0.3 |
Net periodic benefit cost | 46.1 | 48.7 | 53.7 |
Post-Retirement Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 0.8 | 1.1 | 1 |
Interest cost | 0.3 | 0.3 | 0.4 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost and actuarial loss | 0.4 | 0.7 | 0.6 |
Net periodic benefit cost | $ 1.5 | $ 2.1 | $ 2 |
EMPLOYEE BENEFIT PLANS (Pre-tax
EMPLOYEE BENEFIT PLANS (Pre-tax Amounts Recognized in Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Qualified Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Prior service costs | $ 0 | $ 0 | $ 0 |
Net actuarial loss (gain) | 27.6 | (21.1) | (5.9) |
Amortization of losses and prior service cost | (0.1) | (0.1) | (0.3) |
Total changes in other comprehensive (income) loss | 27.5 | (21.2) | (6.2) |
Post-Retirement Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Prior service costs | 0 | 0 | 1.8 |
Net actuarial loss (gain) | (4) | (4) | 1.9 |
Amortization of losses and prior service cost | (0.4) | (0.7) | (0.6) |
Total changes in other comprehensive (income) loss | $ (4.4) | $ (4.7) | $ 3.1 |
EMPLOYEE BENEFIT PLANS (Pre-t_2
EMPLOYEE BENEFIT PLANS (Pre-tax Amounts in AOCI Not Yet Recognized as Components of Net Periodic Costs) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Qualified Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prior service costs | $ (0.5) | $ (0.5) |
Net actuarial (loss) gain | (14.8) | 12.7 |
Total | (15.3) | 12.2 |
Post-Retirement Medical Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prior service costs | (3.5) | (4.3) |
Net actuarial (loss) gain | 11.4 | 7.8 |
Total | $ 7.9 | $ 3.5 |
EMPLOYEE BENEFIT PLANS (Assumpt
EMPLOYEE BENEFIT PLANS (Assumptions Used) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Qualified Plan | |||
Weighted Average Assumptions Used to Determine Benefit Obligations | |||
Discount rate - benefit obligations | 5.22% | 2.78% | |
Rate of compensation increase | 4.27% | 4.26% | |
Discount rates: | |||
Effective rate for service cost | 2.80% | 2.40% | 2.94% |
Effective rate for interest cost | 2.33% | 1.74% | 2.50% |
Effective rate for interest on service cost | 2.45% | 1.92% | 2.59% |
Cash balance interest credit rate | 2.06% | 1.57% | 2.19% |
Expected long-term rate of return on plan assets | 5.50% | 5.25% | 5.75% |
Rate of compensation increase | 4.26% | 4.28% | 4.28% |
Supplemental Plan | |||
Weighted Average Assumptions Used to Determine Benefit Obligations | |||
Discount rate - benefit obligations | 5.24% | 2.73% | |
Rate of compensation increase | 4.50% | 4.50% | |
Discount rates: | |||
Effective rate for service cost | 2.73% | 2.26% | 2.79% |
Effective rate for interest cost | 2.24% | 1.53% | 2.33% |
Effective rate for interest on service cost | 2.29% | 1.75% | 2.42% |
Cash balance interest credit rate | 2.06% | 1.57% | 2.19% |
Rate of compensation increase | 4.50% | 4.50% | 4.50% |
Post-Retirement Medical Plan | |||
Weighted Average Assumptions Used to Determine Benefit Obligations | |||
Discount rate - benefit obligations | 5.15% | 2.46% | |
Rate of compensation increase | 0% | 0% | |
Discount rates: | |||
Effective rate for service cost | 2.80% | 2.35% | 2.86% |
Effective rate for interest cost | 1.91% | 1.28% | 2.21% |
Effective rate for interest on service cost | 2.65% | 2.11% | 2.68% |
EMPLOYEE BENEFIT PLANS (Assumed
EMPLOYEE BENEFIT PLANS (Assumed Health Care Cost Trend Rates) (Details) - Post-Retirement Medical Plan | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Health care cost trend rate assumed for next year | 6.40% | 5.20% |
Rate to which the cost trend rate was assumed to decline (the ultimate trend rate) | 4% | 4% |
Year that the rate reaches the ultimate trend rate | 2046 | 2046 |
EMPLOYEE BENEFIT PLANS (Fair Va
EMPLOYEE BENEFIT PLANS (Fair Value of Assets of the Company's Qualified Plan) (Details) - Qualified Plan - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | $ 274.2 | $ 306.3 | $ 255.8 |
Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 274.2 | 306.3 | |
Level 2 [Member] | Domestic Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 73 | 73.9 | |
Level 2 [Member] | Developed International Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 34.9 | 37.7 | |
Level 2 [Member] | Global Low Volatility Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 18.4 | 24.1 | |
Level 2 [Member] | Emerging Market Equities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 20.8 | 24.8 | |
Level 2 [Member] | Fixed-Income [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 106.2 | 121.6 | |
Level 2 [Member] | Real Estate [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | 18.9 | 23.2 | |
Level 2 [Member] | Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at beginning of year | $ 2 | $ 1 |
EMPLOYEE BENEFIT PLANS (Additio
EMPLOYEE BENEFIT PLANS (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum age to receive health care coverage | 65 years | ||
Accumulated benefit obligation | $ 321 | $ 298.9 | |
Qualified Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Required service period for employee participation | 30 days | ||
Basic contributions as a percentage of annual salary | 50% | ||
Company matching contribution, percent of match | 200% | ||
Company matching contribution, percent of employees' annual pay | 3% | ||
Contribution to the qualified defined contribution plans | $ 33.4 | $ 27.8 | $ 32.7 |
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 33.6 | ||
Qualified Plan | Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan asset allocations | 54% | ||
Qualified Plan | Fixed Income Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan asset allocations | 40% | ||
Qualified Plan | Real Estate [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan asset allocations | 6% |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Revenues | $ 46,830.3 | $ 27,253.4 | $ 15,115.9 |
Deferred revenue | 40.6 | 42.7 | |
Intersegment Eliminations [Member] | |||
Product Information [Line Items] | |||
Revenues | (319.6) | (304.1) | (289.4) |
Refining Group [Member] | |||
Product Information [Line Items] | |||
Revenues | 46,780.6 | 27,202 | 15,045 |
Refining Group [Member] | Gasoline and Distillates [Member] | |||
Product Information [Line Items] | |||
Revenues | 41,465 | 23,489.5 | 12,799.4 |
Refining Group [Member] | Feedstocks and Other [Member] | |||
Product Information [Line Items] | |||
Revenues | 1,863 | 1,310.1 | 935.5 |
Refining Group [Member] | Asphalt and Residual Oils [Member] | |||
Product Information [Line Items] | |||
Revenues | 2,123.8 | 1,217.8 | 777.9 |
Refining Group [Member] | Chemicals [Member] | |||
Product Information [Line Items] | |||
Revenues | 903.8 | 889.8 | 351.5 |
Refining Group [Member] | Lubricants [Member] | |||
Product Information [Line Items] | |||
Revenues | 425 | 294.8 | 180.7 |
Logistics Group [Member] | |||
Product Information [Line Items] | |||
Revenues | 369.3 | 355.5 | 360.3 |
Prior to elimination [Member] | |||
Product Information [Line Items] | |||
Revenues | $ 47,149.9 | $ 27,557.5 | $ 15,405.3 |
INCOME TAXES (Components of Inc
INCOME TAXES (Components of Income Tax) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) subsidiary | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Current expense (benefit): | |||
Federal | $ 75.8 | $ 0.3 | $ (1.7) |
Foreign | 0.3 | 0 | 0 |
State | 88.5 | 0.1 | 2.2 |
Current Income Tax Expense (Benefit) | 164.6 | 0.4 | 0.5 |
Deferred expense (benefit): | |||
Federal | 379.9 | 19.1 | (6.6) |
Foreign | (0.9) | (13.1) | 5.4 |
State | 41.2 | 5.7 | 2.8 |
Total deferred | 420.2 | 11.7 | 1.6 |
Total provision for income taxes | $ 584.8 | 12.1 | 2.1 |
Number of Subsidiaries Acquired | subsidiary | 2 | ||
Deferred Tax Assets, Valuation Allowance | $ 0 | 308.5 | |
Corporate Alternative Minimum Tax | 15% | ||
Percent of Excise Tax on Net Stock Repurchases, Energy-Related Tax Credits and Incentives | 1% | ||
PBF LLC | |||
Current expense (benefit): | |||
Current Income Tax Expense (Benefit) | $ 7.8 | 0.5 | (1.2) |
Deferred expense (benefit): | |||
Total deferred | (3.2) | (14.5) | 7.3 |
Total provision for income taxes | $ 4.6 | $ (14) | $ 6.1 |
INCOME TAXES (Effective Income
INCOME TAXES (Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Provision at Federal statutory rate | 21% | 21% | 21% |
State income taxes (net of federal income tax) | 4.90% | 4.90% | 5.60% |
Nondeductible/nontaxable items | (0.40%) | 0.90% | (0.10%) |
Rate differential from foreign jurisdictions | 0% | (0.40%) | 0% |
Provision to return adjustment | 0% | (0.10%) | (0.10%) |
Adjustment to deferred tax assets and liabilities for change in tax rates | (0.20%) | 2.20% | 0.10% |
Deferred tax asset valuation allowance | (8.90%) | (23.20%) | (25.80%) |
Other | 0.50% | (0.30%) | (0.90%) |
Effective tax rate | 16.90% | 5% | (0.20%) |
Less: net income attributable to noncontrolling interests | $ 96 | $ 84.5 | $ 59.1 |
Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent | 16.40% | 3.70% | (0.20%) |
INCOME TAXES Income by Jurisdic
INCOME TAXES Income by Jurisdiction (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | |||
Income (loss) before income taxes | $ 3,557.6 | $ 327.6 | $ (1,331.2) |
PBF Energy | |||
Income Tax [Line Items] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 3,464.2 | 296.4 | (1,413) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (2.6) | (53.3) | 22.7 |
Income (loss) before income taxes | $ 3,461.6 | $ 243.1 | $ (1,390.3) |
INCOME TAXES (Components of Def
INCOME TAXES (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets | ||
Purchase interest step-up | $ 191.4 | $ 141.2 |
Pension, employee benefits and compensation | 102.8 | 63.7 |
Net operating loss carry forwards | 115.9 | 600 |
Environmental liabilities | 36.4 | 99.7 |
Lease liabilities | 284.1 | 308.7 |
Interest expense limitation carry forwards | 0 | 104.4 |
Other | 54.7 | 41.1 |
Total deferred tax assets | 785.3 | 1,358.8 |
Valuation allowance | 0 | (308.5) |
Total deferred tax assets, net | 785.3 | 1,050.3 |
Deferred tax liabilities | ||
Property, plant and equipment | 968.3 | 825 |
Inventory | 67.6 | 23.1 |
Right of use assets | 283.2 | 308.7 |
Other | 1.6 | 4.9 |
Total deferred tax liabilities | 1,320.7 | 1,161.7 |
Net deferred tax asset/(liability) | (535.4) | $ (111.4) |
Operating Loss Carryforwards | $ 479.3 | |
Operating Loss Carryforwards, Limitations on Use | 80 | |
State and Local Jurisdiction [Member] | ||
Deferred tax liabilities | ||
Operating Loss Carryforwards | $ 22.6 |
INCOME TAXES (Income Tax Examin
INCOME TAXES (Income Tax Examinations) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Federal [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2019 |
New Jersey [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2018 |
Michigan [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2018 |
Delaware [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2019 |
Indiana [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2019 |
Pennsylvania [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2019 |
New York [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2019 |
Louisiana [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2019 |
California [Member] | |
Income Tax Examination [Line Items] | |
Income tax years that remain subject to examination | 2018 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2022 segment reportable_segment number_refinery | |
Segment Reporting [Abstract] | |
Number Of Reporting Segments | reportable_segment | 2 |
Number Of Refineries | number_refinery | 6 |
Number of Operating Segments | segment | 2 |
SEGMENT INFORMATION Schedule of
SEGMENT INFORMATION Schedule of Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 46,830.3 | $ 27,253.4 | $ 15,115.9 | ||
Depreciation and amortization expense | 511.1 | 466.8 | 563 | ||
Income (loss) from operations | 4,153.2 | 597.2 | (1,416.8) | ||
Interest expense, net | 246 | 317.5 | 258.2 | ||
Capital expenditures | 1,010.9 | 395.7 | 1,569.6 | ||
Total assets | 13,549.1 | 11,641.4 | |||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (319.6) | (304.1) | (289.4) | ||
Depreciation and amortization expense | 0 | 0 | 0 | ||
Income (loss) from operations | 0 | 0 | 0 | ||
Interest expense, net | 0 | 0 | 0 | ||
Capital expenditures | 0 | 0 | 0 | ||
Total assets | (38.2) | (61.7) | |||
Refining Group [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 46,780.6 | 27,202 | 15,045 | ||
Depreciation and amortization expense | 466.9 | 415.7 | 498 | ||
Income (loss) from operations | 4,466.4 | 673.1 | (1,450.4) | ||
Interest expense, net | 10.9 | 8.8 | 1.7 | ||
Capital expenditures | 994.9 | 381.8 | 1,546.6 | [1] | |
Total assets | 12,587.9 | 10,753.3 | |||
Logistics Group [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 369.3 | 355.5 | 360.3 | ||
Depreciation and amortization expense | 36.7 | 37.8 | 53.7 | ||
Income (loss) from operations | 183.7 | 195.4 | 195.3 | ||
Interest expense, net | 39.5 | 42.1 | 47.9 | ||
Capital expenditures | 7.9 | 8.6 | 12.3 | ||
Total assets | 863.1 | 901.3 | |||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Depreciation and amortization expense | 7.5 | 13.3 | 11.3 | ||
Income (loss) from operations | (496.9) | (271.3) | (161.7) | ||
Interest expense, net | 195.6 | 266.6 | 208.6 | ||
Capital expenditures | 8.1 | 5.3 | 10.7 | ||
Total assets | 136.3 | 48.5 | |||
Martinez Acquisition | Refining Group [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | $ 1,176.2 | ||||
PBF LLC | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 46,830.3 | 27,253.4 | 15,115.9 | ||
Depreciation and amortization expense | 511.1 | 466.8 | 563 | ||
Income (loss) from operations | 4,155.3 | 599.3 | (1,416) | ||
Interest expense, net | 257.2 | 327.8 | 268.5 | ||
Capital expenditures | 1,010.9 | 395.7 | 1,569.6 | ||
Total assets | 13,547.3 | 11,639.7 | |||
PBF LLC | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (319.6) | (304.1) | (289.4) | ||
Depreciation and amortization expense | 0 | 0 | 0 | ||
Income (loss) from operations | 0 | 0 | 0 | ||
Interest expense, net | 0 | 0 | 0 | ||
Capital expenditures | 0 | 0 | 0 | ||
Total assets | (38.2) | (61.7) | |||
PBF LLC | Refining Group [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 46,780.6 | 27,202 | 15,045 | ||
Depreciation and amortization expense | 466.9 | 415.7 | 498 | ||
Income (loss) from operations | 4,466.4 | 673.1 | (1,450.4) | ||
Interest expense, net | 10.9 | 8.8 | 1.7 | ||
Capital expenditures | 994.9 | 381.8 | 1,546.6 | [1] | |
Total assets | 12,587.9 | 10,753.3 | |||
PBF LLC | Logistics Group [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 369.3 | 355.5 | 360.3 | ||
Depreciation and amortization expense | 36.7 | 37.8 | 53.7 | ||
Income (loss) from operations | 183.7 | 195.4 | 195.3 | ||
Interest expense, net | 39.5 | 42.1 | 47.9 | ||
Capital expenditures | 7.9 | 8.6 | 12.3 | ||
Total assets | 863.1 | 901.3 | |||
PBF LLC | Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Depreciation and amortization expense | 7.5 | 13.3 | 11.3 | ||
Income (loss) from operations | (494.8) | (269.2) | (160.9) | ||
Interest expense, net | 206.8 | 276.9 | 218.9 | ||
Capital expenditures | 8.1 | 5.3 | $ 10.7 | ||
Total assets | $ 134.5 | $ 46.8 | |||
[1]The Refining segment includes capital expenditures of $1,176.2 million for the acquisition of the Martinez refinery in the first quarter of 2020. |
NET INCOME PER SHARE OF PBF E_3
NET INCOME PER SHARE OF PBF ENERGY (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Basic Earnings Per Share: | ||||
Numerator for basic net income per Class A common share-net income attributable to PBF Energy | $ 2,876.8 | $ 231 | $ (1,392.4) | |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 0 | 0 | 0.1 | |
Net Income (Loss) Available to Common Stockholders, Basic | $ 2,876.8 | $ 231 | $ (1,392.5) | |
Denominator for basic net income per Class A common share-weighted average shares (in shares) | [1] | 122,598,076 | 120,240,009 | 119,617,998 |
Basic net income attributable to PBF Energy per Class A common share (in usd per share) | $ 23.47 | $ 1.92 | $ (11.64) | |
Diluted Earnings Per Share: | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 2,876.8 | $ 231 | $ (1,392.5) | |
Plus: Net income attributable to noncontrolling interest | [1] | 27.9 | 2.4 | (17.1) |
Less: Income tax on net income per Class A common share | [1] | (7.2) | (0.6) | 4.6 |
Numerator for diluted net income per Class A common share | [1] | $ 2,897.5 | $ 232.8 | $ (1,405) |
Denominator for basic net income per Class A common share-weighted average shares (in shares) | [1] | 122,598,076 | 120,240,009 | 119,617,998 |
Effect of dilutive securities: | ||||
Conversion of PBF LLC Series A Units (in shares) | [1] | 917,991 | 988,730 | 1,042,667 |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares) | [1],[2] | 3,344,039 | 1,409,415 | 0 |
Denominator for diluted net income per common share-adjusted weighted average shares (in shares) | 126,860,106 | 122,638,154 | 120,660,665 | |
Diluted net income attributable to PBF Energy per Class A common share (in usd per share) | $ 22.84 | $ 1.90 | $ (11.64) | |
Effective tax rate | 25.90% | 25.90% | 26.60% | |
Employee Stock Option | ||||
Effect of dilutive securities: | ||||
Antidilutive common stock excluded from computation of dilutive earnings per share (in shares) | 3,877,035 | 12,568,275 | 14,446,894 | |
[1]The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a 25.9%, 25.9% and 26.6% annualized statutory corporate tax rate for the years ended December 31, 2022, 2021 and 2020, respectively) attributable to the converted units.[2]Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and PSUs 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). Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 3,877,035, 12,568,275 and 14,446,894 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the years ended December 31, 2022, 2021 and 2020, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive. |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Commodity Contract | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | $ 35.6 | $ 83.5 |
Derivative, Collateral, Right to Reclaim Cash | (35.6) | (71.5) |
Derivative Liability | 0 | 12 |
Catalyst financing arrangements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Obligations, Fair Value Disclosure | 4 | 58.4 |
Renewable Energy Credit and Emissions Obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | |
Obligations, Fair Value Disclosure | 1,361.1 | 953.9 |
Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Obligations, Fair Value Disclosure | 147.3 | 32.3 |
Level 1 [Member] | Commodity Contract | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 20.6 | 79.7 |
Level 1 [Member] | Catalyst financing arrangements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Level 1 [Member] | Renewable Energy Credit and Emissions Obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Level 1 [Member] | Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Level 2 [Member] | Commodity Contract | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 11.8 | 3.8 |
Level 2 [Member] | Catalyst financing arrangements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 4 | 58.4 |
Level 2 [Member] | Renewable Energy Credit and Emissions Obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 1,361.1 | 953.9 |
Level 2 [Member] | Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Level 3 [Member] | Commodity Contract | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 3.2 | 0 |
Level 3 [Member] | Catalyst financing arrangements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Level 3 [Member] | Renewable Energy Credit and Emissions Obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Level 3 [Member] | Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Obligations, Fair Value Disclosure | 147.3 | 32.3 |
Money market funds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 110 | 270.1 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 110 | 270.1 |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Commodity Contract | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 49.5 | 71.5 |
Derivative, Collateral, Obligation to Return Cash | (35.6) | (71.5) |
Derivative Asset | 13.9 | 0 |
Commodity Contract | Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 33.8 | 71.5 |
Commodity Contract | Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 15.7 | 0 |
Commodity Contract | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | 0 |
Inventory Intermediation Agreement Obligation [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 25.1 | 19.7 |
Derivative, Collateral, Obligation to Return Cash | 0 | 0 |
Derivative Asset | 25.1 | 19.7 |
Inventory Intermediation Agreement Obligation [Member] | Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | 0 |
Inventory Intermediation Agreement Obligation [Member] | Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 25.1 | 19.7 |
Inventory Intermediation Agreement Obligation [Member] | Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | $ 0 | $ 0 | |
Qualified Plan | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Defined Benefit Plan, Plan Assets, Amount | 274,200,000 | 306,300,000 | $ 255,800,000 |
Other Assets [Member] | Qualified Plan | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Defined Benefit Plan, Plan Assets, Amount | 18,600,000 | 20,700,000 | |
Contingent Consideration [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | 32,300,000 | 12,100,000 | |
Additions | 0 | 0 | |
Settlements | (18,100,000) | (12,200,000) | |
Unrealized loss included in earnings | 136,300,000 | 32,400,000 | |
Balance at end of period | $ 150,500,000 | $ 32,300,000 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt, Gross | $ 1,995.1 | $ 4,329.4 | ||
Less—Current debt | (524.2) | 0 | ||
Unamortized premium | 0.2 | 1.4 | ||
Unamortized deferred financing costs | (36.2) | (35) | ||
Long-term debt | 1,434.9 | 4,295.8 | ||
Long-term debt, Fair value | 1,888.8 | 3,761.6 | ||
Less - Current maturities, Fair value | (524.2) | 0 | ||
Long-term debt, Fair value | 1,364.6 | 3,761.6 | ||
2025 Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 0 | 1,250 | ||
Long-term debt, Fair value | [1] | 0 | 1,192.7 | |
2028 Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 801.6 | 826.5 | ||
Long-term debt, Fair value | [1] | 703.7 | 520.9 | |
2025 Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 664.5 | 669.5 | ||
Long-term debt, Fair value | [1] | 656 | 475.9 | |
PBFX 2023 Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 525 | 525 | ||
Catalyst financing arrangements | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 4 | [2] | 58.4 | |
Long-term debt, Fair value | [2] | 4 | 58.4 | |
PBF Logistics LP | PBFX 2023 Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 525 | 525 | ||
Long-term debt, Fair value | [1] | 525.1 | 513.7 | |
Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Line of Credit | 0 | 900 | ||
Lines of Credit, Fair Value Disclosure | [3] | 0 | 900 | |
Revolving Credit Facility | PBF Logistics LP | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Line of Credit | 0 | 100 | ||
Lines of Credit, Fair Value Disclosure | [3] | $ 0 | $ 100 | |
[1]The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes.[2]Catalyst financing arrangements are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability is directly impacted by the change in fair value of the underlying catalyst.[3]The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. |
DERIVATIVES (Additional Informa
DERIVATIVES (Additional Information) (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) bbl | Dec. 31, 2021 USD ($) bbl | Dec. 31, 2020 USD ($) | |
Derivative [Line Items] | |||
Gain (loss) on fair value hedge ineffectiveness | $ | $ 0 | $ 0 | $ 0 |
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount | 1,945,994 | 2,081,783 | |
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount | 780,734 | 2,070,550 | |
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount | 17,890,000 | 36,246,000 | |
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount | 12,175,200 | 5,819,000 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 25.1 | $ 19.7 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 13.9 | $ (12) |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Revenue | Cost of Revenue | Cost of Revenue |
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain or (Loss) Recognized in Income on Derivatives | $ 5.4 | $ 8.4 | $ 12.6 |
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain or (Loss) Recognized in Income on Derivatives | (5.4) | 8.4 | (12.6) |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain or (Loss) Recognized in Income on Derivatives | $ (31.5) | $ (83.4) | $ 44.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 12 Months Ended | |||
Feb. 16, 2023 | Feb. 15, 2023 | Feb. 02, 2023 | Feb. 16, 2023 | Dec. 31, 2022 | |
Class A Common Stock | Repurchase Program | |||||
Subsequent Event [Line Items] | |||||
Treasury Stock, Shares, Acquired (in shares) | 4,192,555 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 156.4 | ||||
Subsequent Event | Eni SpA | |||||
Subsequent Event [Line Items] | |||||
Percentage of Ownership in Joint Venture | 50% | ||||
Proceeds from Divestiture of Interest in Joint Venture | $ 835 | ||||
Contingent Proceeds from Divestiture of Interest in Joint Venture | $ 50 | ||||
Subsequent Event | PBF Energy Inc. | |||||
Subsequent Event [Line Items] | |||||
Percentage of Ownership in Joint Venture | 50% | ||||
Subsequent Event | PBFX 2023 Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt, Maturing in More than Three Months | $ 525 | ||||
Unamortized Premium and Deferred Financing Costs Redeemed | $ 0.7 | ||||
Redemption price as a percentage | 100% | ||||
Subsequent Event | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per share (in usd per share) | $ 0.20 | ||||
Subsequent Event | Class A Common Stock | Repurchase Program | |||||
Subsequent Event [Line Items] | |||||
Treasury Stock, Shares, Acquired (in shares) | 852,923 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 32.5 |