Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 26, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | Common Stock | |
Trading Symbol | PBF | |
Security Exchange Name | NYSE | |
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 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001534504 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 122,201,126 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 12 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,892.5 | $ 2,203.6 |
Accounts receivable | 1,583.4 | 1,456.3 |
Inventories | 3,180.9 | 2,763.6 |
Prepaid and other current assets | 263.9 | 122.8 |
Total current assets | 6,920.7 | 6,546.3 |
Property, plant and equipment, net | 4,922 | 5,361 |
Equity method investment in SBR | 940 | 0 |
Lease right of use assets | 812.8 | 679.1 |
Deferred charges and other assets, net | 1,097.3 | 962.7 |
Total assets | 14,692.8 | 13,549.1 |
Current liabilities: | ||
Accounts payable | 1,213.3 | 854.6 |
Accrued expenses | 2,908.6 | 3,720.8 |
Payable pursuant to Tax Receivable Agreement | 61.1 | 0 |
Deferred revenue | 79.6 | 40.6 |
Current operating lease liabilities | 130.1 | 60.5 |
Current debt | 0 | 524.2 |
Total current liabilities | 4,392.7 | 5,200.7 |
Long-term debt | 1,243 | 1,434.9 |
Payable pursuant to Tax Receivable Agreement | 277.5 | 338.6 |
Deferred tax liabilities | 951.8 | 535.4 |
Long-term operating lease liabilities | 628.7 | 552.7 |
Long-term financing lease liabilities | 49.1 | 57.9 |
Other long-term liabilities | 288.2 | 372.9 |
Total liabilities | 7,831 | 8,493.1 |
Commitments and contingencies (Note 7) | ||
Equity: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Treasury stock, at cost, 20,001,487 shares outstanding at September 30, 2023 and 10,937,916 shares outstanding at December 31, 2022 | (713.5) | (327) |
Additional paid in capital | 3,265.1 | 3,201.6 |
Retained earnings | 4,168.9 | 2,056 |
Accumulated other comprehensive loss | (2.1) | (1.5) |
Total PBF Energy Inc. equity | 6,718.5 | 4,929.2 |
Noncontrolling interest | 143.3 | 126.8 |
Total equity | 6,861.8 | 5,056 |
Total liabilities and equity | 14,692.8 | 13,549.1 |
Class A Common Stock | ||
Equity: | ||
Common stock, value, issued | 0.1 | 0.1 |
Class B Common Stock | ||
Equity: | ||
Common stock, value, issued | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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, Shares (in shares) | 20,001,487 | 10,937,916 |
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) | 122,986,286 | 129,639,307 |
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 | 13 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenues | $ 10,733.5 | $ 12,764.6 | $ 29,186.1 | $ 35,984 | |
Cost and expenses: | |||||
Cost of products and other | 8,720.3 | 10,417.3 | 24,423.6 | 30,004 | |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 645.3 | 646 | 2,023.7 | 1,904 | |
Depreciation and amortization expense | 140.1 | 128.1 | 424.2 | 366.5 | |
Cost of sales | 9,505.7 | 11,191.4 | 26,871.5 | 32,274.5 | |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 92.9 | 168.2 | 257.1 | 374.9 | |
Depreciation and amortization expense | 3.8 | 2 | 8 | 5.8 | |
Change in fair value of contingent consideration, net | 65.3 | 3 | 32.4 | 130.9 | |
Equity income in investee | (14.6) | 0 | (14.6) | 0 | |
Loss (gain) on formation of SBR equity method investment | 3.2 | 0 | (965.7) | 0 | |
Loss (gain) on sale of assets | 0.1 | 0 | (1.3) | 0.3 | |
Total cost and expenses | 9,656.4 | 11,364.6 | 26,187.4 | 32,786.4 | |
Income from operations | 1,077.1 | 1,400 | 2,998.7 | 3,197.6 | |
Other income (expense): | |||||
Interest expense, net | (22.7) | (52.7) | (55.2) | (216.6) | |
Change in Tax Receivable Agreement liability | 0 | (1.7) | 0 | (288.2) | |
Change in fair value of catalyst obligations | (0.1) | (2.6) | 1.1 | (0.3) | |
Loss on extinguishment of debt | (5.7) | (69.9) | (5.7) | (66.1) | |
Other non-service components of net periodic benefit cost | 0.1 | 2.2 | 0.5 | 6.6 | |
Income before income taxes | 1,048.7 | 1,275.3 | 2,939.4 | 2,633 | |
Income tax expense | 254.6 | 191.1 | 729 | 316.3 | |
Net income | 794.1 | 1,084.2 | 2,210.4 | 2,316.7 | |
Less: net income attributable to noncontrolling interests | 7.7 | 27.8 | 21.5 | 77.7 | |
Net income attributable to PBF Energy Inc. stockholders | $ 786.4 | $ 1,056.4 | $ 2,188.9 | $ 2,239 | |
Weighted-average shares of Class A common stock outstanding | |||||
Basic (in shares) | [1] | 123,793,179 | 122,113,570 | 125,938,259 | 121,299,726 |
Diluted (in shares) | 129,690,375 | 126,585,809 | 131,547,028 | 125,092,933 | |
Net income available to Class A common stock per share: | |||||
Basic (in dollars per share) | $ 6.35 | $ 8.65 | $ 17.38 | $ 18.46 | |
Diluted (in dollars per share) | $ 6.11 | $ 8.40 | $ 16.76 | $ 18.03 | |
[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 26.0% estimated annualized statutory corporate tax rate for the three and nine months ended September 30, 2023 and a 25.9% estimated annualized statutory corporate tax rate for the three and nine months ended September 30, 2022), attributable to the converted units. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 794.1 | $ 1,084.2 | $ 2,210.4 | $ 2,316.7 |
Other comprehensive income (loss): | ||||
Unrealized loss on available for sale securities | (0.6) | (0.9) | (0.7) | (2.6) |
Net gain on pension and other post-retirement benefits | 0 | 0.3 | 0.1 | 0.4 |
Total other comprehensive income (loss) | (0.6) | (0.6) | (0.6) | (2.2) |
Comprehensive income | 793.5 | 1,083.6 | 2,209.8 | 2,314.5 |
Less: comprehensive income attributable to noncontrolling interests | 7.7 | 27.8 | 21.5 | 77.7 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 785.8 | $ 1,055.8 | $ 2,188.3 | $ 2,236.8 |
Condensed Consolidated Statem_3
Condensed 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 Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 120,319,577 | 15 | 6,676,809 | |||||||
Balance, beginning of period 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) | 2,314.5 | 2,239 | (2.2) | 77.7 | ||||||
Distributions to PBF Logistics LP public unitholders | (30.2) | (30.2) | ||||||||
Stock-based compensation expense | 22.7 | 18.5 | 4.2 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 2,016,876 | |||||||||
Transactions in connection with stock-based compensation plans | 35.3 | 36.6 | (1.3) | |||||||
Exchange of Series A Units (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) | |||||||
Treasury stock purchases (in shares) | 68,552 | (68,552) | ||||||||
Treasury stock purchases | 0 | 1.5 | $ (1.5) | |||||||
Other | 1.4 | 1.4 | ||||||||
Balance, end of period (in shares) at Sep. 30, 2022 | 122,303,893 | 13 | 6,745,361 | |||||||
Balance, end of period at Sep. 30, 2022 | 4,876.5 | $ 0.1 | $ 0 | 2,930.7 | 1,442.9 | 15.1 | $ (170.6) | 658.3 | ||
Balance, beginning of period (in shares) at Jun. 30, 2022 | 121,924,401 | 13 | 6,742,719 | |||||||
Balance, beginning of period at Jun. 30, 2022 | 3,786.5 | $ 0.1 | $ 0 | 2,915.8 | 386.5 | 15.7 | $ (170.5) | 638.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Comprehensive income (loss) | 1,083.6 | 1,056.4 | (0.6) | 27.8 | ||||||
Distributions to PBF Logistics LP public unitholders | (10.1) | (10.1) | ||||||||
Stock-based compensation expense | 6 | 5.3 | 0.7 | |||||||
Transactions in connection with stock-based compensation plans (in shares) | 382,134 | |||||||||
Transactions in connection with stock-based compensation plans | 9.5 | 9.5 | ||||||||
Treasury stock purchases (in shares) | (2,642) | (2,642) | ||||||||
Treasury stock purchases | 0 | 0.1 | $ (0.1) | |||||||
Other | 1 | 1 | ||||||||
Balance, end of period (in shares) at Sep. 30, 2022 | 122,303,893 | 13 | 6,745,361 | |||||||
Balance, end of period at Sep. 30, 2022 | 4,876.5 | $ 0.1 | $ 0 | 2,930.7 | 1,442.9 | 15.1 | $ (170.6) | 658.3 | ||
Balance, beginning of period (in shares) at Dec. 31, 2022 | 129,639,307 | 13 | 129,639,307 | 13 | 10,937,916 | |||||
Balance, beginning of period at Dec. 31, 2022 | 5,056 | $ 0.1 | $ 0 | 3,201.6 | 2,056 | (1.5) | $ (327) | 126.8 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Comprehensive income (loss) | 2,209.8 | 2,188.9 | (0.6) | 21.5 | ||||||
Distributions to PBF Energy Company LLC members | (5) | (5) | ||||||||
Stock-based compensation expense | 19.8 | 19.8 | ||||||||
Transactions in connection with stock-based compensation plans (in shares) | 2,410,550 | |||||||||
Transactions in connection with stock-based compensation plans | 42.4 | 42.4 | ||||||||
Dividends | (76) | (76) | ||||||||
Treasury stock purchases (in shares) | 9,063,571 | (9,063,571) | ||||||||
Treasury stock purchases | (385.3) | 1.2 | $ (386.5) | |||||||
Other | 0.1 | 0.1 | ||||||||
Balance, end of period (in shares) at Sep. 30, 2023 | 122,986,286 | 13 | 122,986,286 | 13 | 20,001,487 | |||||
Balance, end of period at Sep. 30, 2023 | 6,861.8 | $ 0.1 | $ 0 | 3,265.1 | 4,168.9 | (2.1) | $ (713.5) | 143.3 | ||
Balance, beginning of period (in shares) at Jun. 30, 2023 | 124,002,726 | 13 | 17,679,441 | |||||||
Balance, beginning of period at Jun. 30, 2023 | 6,183.3 | $ 0.1 | $ 0 | 3,237 | 3,407.2 | (1.5) | $ (597.9) | 138.4 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Comprehensive income (loss) | 793.5 | 786.4 | (0.6) | 7.7 | ||||||
Distributions to PBF Energy Company LLC members | (2.8) | (2.8) | ||||||||
Stock-based compensation expense | 6.1 | 6.1 | ||||||||
Transactions in connection with stock-based compensation plans (in shares) | 1,305,606 | |||||||||
Transactions in connection with stock-based compensation plans | 22 | 22 | ||||||||
Dividends | (24.7) | (24.7) | ||||||||
Treasury stock purchases (in shares) | (2,322,046) | (2,322,046) | ||||||||
Treasury stock purchases | (115.6) | $ (115.6) | ||||||||
Balance, end of period (in shares) at Sep. 30, 2023 | 122,986,286 | 13 | 122,986,286 | 13 | 20,001,487 | |||||
Balance, end of period at Sep. 30, 2023 | $ 6,861.8 | $ 0.1 | $ 0 | $ 3,265.1 | $ 4,168.9 | $ (2.1) | $ (713.5) | $ 143.3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity Statement (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends per common share (in dollars per share) | $ 0.20 | $ 0.60 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 2,210.4 | $ 2,316.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 448.3 | 388.9 |
Stock-based compensation | 27.7 | 24.9 |
Change in fair value of catalyst obligations | (1.1) | 0.3 |
Deferred income taxes | 416.3 | 165.5 |
Change in Tax Receivable Agreement liability | 0 | 288.2 |
Non-cash change in inventory repurchase obligations | 25.1 | (21.1) |
Change in fair value of contingent consideration, net | 32.4 | 130.9 |
Loss on extinguishment of debt | 5.7 | 66.1 |
Pension and other post-retirement benefit costs | 35.9 | 35.7 |
Income from equity method investment | (14.6) | 0 |
Gain on formation of SBR equity method investment | (965.7) | 0 |
(Gain) loss on sale of assets | (1.3) | 0.3 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (127.1) | (352.6) |
Inventories | (406.8) | (184.4) |
Prepaid and other current assets | (131.1) | (268.6) |
Accounts payable | 410.4 | (15.4) |
Accrued expenses | (911.9) | 1,041.2 |
Deferred revenue | 39.1 | 32.1 |
Other assets and liabilities | (59.1) | 0.2 |
Net cash provided by operating activities | 1,032.6 | 3,648.9 |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (577.9) | (391.5) |
Expenditures for deferred turnaround costs | (322.9) | (240.3) |
Expenditures for other assets | (39.5) | (51.9) |
Proceeds from sale of assets | 4.4 | 0 |
Equity method investment - contribution | (15.4) | 0 |
Equity method investment - return of capital | 845.5 | 0 |
Net cash used in investing activities | (105.8) | (683.7) |
Cash flows from financing activities: | ||
Dividend payments | (75.5) | 0 |
Distributions to PBFX public unitholders | 0 | (29.5) |
Distributions to PBF Energy Company LLC members other than PBF Energy | (5) | 0 |
Settlement of precious metal catalyst obligations | (3.1) | (37.3) |
Payments on financing leases | (11.1) | (8.5) |
Proceeds from insurance premium financing | 8.7 | 10.5 |
Payments of contingent consideration | (80.1) | (2.7) |
Transactions in connection with stock-based compensation plans, net | 41.2 | 0 |
Purchase of treasury stock | (382.6) | 0 |
Deferred financing costs and other, net | (35.8) | 2.7 |
Net cash used in financing activities | (1,237.9) | (2,398.1) |
Net change in cash and cash equivalents | (311.1) | 567.1 |
Cash and cash equivalents, beginning of period | 2,203.6 | 1,341.5 |
Cash and cash equivalents, end of period | 1,892.5 | 1,908.6 |
Non-cash activities: | ||
Accrued and unpaid capital expenditures | 66.6 | 106.8 |
Assets acquired or remeasured under operating and financing leases | 230.5 | 36.1 |
SBR Contribution Receivable | 15 | 0 |
Contribution of assets to SBR equity method investment | (739.8) | 0 |
Settlement of affiliate note payable to fund investment in SBR working capital | (74.9) | 0 |
Cash paid during the period for: | ||
Interest (net of capitalized interest of $33.1 million and $15.9 million in 2023 and 2022, respectively) | 106.2 | 202.8 |
Income taxes | 211.2 | 63.3 |
2030 Senior Notes | ||
Cash flows from financing activities: | ||
Proceeds from 2030 7.875% Senior Notes | 496.6 | 0 |
2028 Senior Notes | ||
Cash flows from financing activities: | ||
Repayments of Long-Term Debt | 0 | (21.1) |
2025 Senior Notes | ||
Cash flows from financing activities: | ||
Repayments of Long-Term Debt | (666.2) | (4.8) |
2025 Senior Secured Notes | ||
Cash flows from financing activities: | ||
Repayments of Long-Term Debt | 0 | (1,307.4) |
Revolving Credit Facility | ||
Cash flows from financing activities: | ||
Proceeds from revolver borrowings | 0 | 400 |
Repayments of Lines of Credit | 0 | (1,300) |
PBFX Revolving Credit Facility | ||
Cash flows from financing activities: | ||
Repayments of Lines of Credit | 0 | (100) |
PBFX 2023 Senior Notes | ||
Cash flows from financing activities: | ||
Repayments of Long-Term Debt | $ (525) | $ 0 |
Condensed Consolidated Statem_6
Condensed Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 33.1 | $ 15.9 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
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 Condensed Consolidated Financial Statements representing the economic interests of PBF LLC’s members other than PBF Energy (refer to “Note 8 - Equity”). PBF Energy holds a 99.3% economic interest in PBF LLC as of September 30, 2023 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. PBF LLC, together with its subsidiaries, owns an interest in an equity method investment that owns and operates a biorefinery co-located with the Chalmette refinery in Louisiana (the “Renewable Diesel Facility”). Collectively, PBF Energy and its consolidated subsidiaries, are referred to hereinafter as the “Company” unless the context otherwise requires. PBFX Merger Transaction On November 30, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned subsidiary of PBF LLC, Riverlands Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of PBF LLC, PBF Logistics LP (“PBFX”), and PBF Logistics GP LLC closed on a definitive agreement, pursuant to which PBF Energy and PBF LLC acquired all of the publicly held common units in PBFX representing limited partner interests in the master liability partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates (the “Merger Transaction”). Subsequent to closing on the Merger Transaction, PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC. Basis of Presentation The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the PBF Energy financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. Investment in Equity Method Investee On June 27, 2023, the Company contributed certain assets to St. Bernard Renewables LLC (“SBR”), a jointly held investment between the Company and Eni Sustainable Mobility US. Inc., a controlled subsidiary of Eni S.p.A. (collectively “Eni”). The Company accounts for its 50% equity ownership of SBR as an equity method investment, as the Company has significant influence, but not control, over SBR. Equity method investments are recognized at cost, adjusted for the investor’s portion of the investee’s earnings and reduced by distributions from the investee, and presented as “Equity method investment in SBR” on the Condensed Consolidated Balance Sheet. Equity method earnings (losses) are recognized as “Equity income in investee” in the Condensed Consolidated Statements of Operations. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 or December 31, 2022. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: September 30, 2023 (in millions) Total Crude oil and feedstocks $ 1,533.0 Refined products and blendstocks 1,501.3 Warehouse stock and other 146.6 $ 3,180.9 Lower of cost or market adjustment — Total inventories $ 3,180.9 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 As of September 30, 2023 and December 31, 2022 there was no lower of cost or market adjustment recorded as the replacement value of inventories exceeded the last-in, first-out carrying value. On July 31, 2023, the Company terminated the third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation Agreement”) previously entered into by and among PBF Holding Company LLC (“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”), and J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”). The Company made a payment of $268.0 million for the inventory previously held by J. Aron, inclusive of $13.5 million of related costs associated with exiting the agreement. Pursuant to the Third Inventory Intermediation Agreement, J. Aron had purchased and held 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”). Following the early termination, the Company owns all of the inventory previously held by J. Aron. |
EQUITY INVESTMENT IN SBR
EQUITY INVESTMENT IN SBR | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY INVESTMENT IN SBR | EQUITY INVESTMENT IN SBR On June 27, 2023, the Company and Eni consummated the closing of the equity method investment transaction and the capitalization of SBR, a jointly held investee designed to own, develop, and operate the Renewable Diesel Facility. The Company contributed the SBR business with an estimated fair value of approximately $1.72 billion, excluding working capital, in exchange for $431.0 million of cash contributed by Eni at close and its 50% interest in the entity, which includes rights to special distributions from SBR (with corresponding amounts funded by Eni) based on the achievement of certain project milestones and performance criteria. The Company received the first special distribution of $414.6 million subsequent to the commercial start up of the pre-treatment unit in July 2023, and is entitled to an additional $15.0 million of estimated contingent consideration if certain project milestones and performance conditions are met. These special distributions are reflected as return of capital on the Company’s Condensed Consolidated Statement of Cash flows under investing activites. During the nine months ended September 30, 2023, the Company recorded a gain of $965.7 million resulting from the difference between the fair value of the consideration received, including its 50% noncontrolling interest, and the carrying value of the related assets contributed. The Company determined that SBR is a variable interest entity (“VIE”) because the entity does not have sufficient equity at risk to fund its operations without additional financial support from its owners. The Company is not the primary beneficiary of this VIE because it does not have the ability to make the most relevant decisions that significantly affect its economic performance. The investment in SBR is accounted for under the equity method, and the Company has a maximum exposure to loss from it based on its recognized investment value. The Company has entered into agreements with SBR and/or its subsidiary that allow the Company to purchase environmental credits and hydrocarbon products at its election. The Company does not have any obligation to buy a specific amount of environmental credits under such agreements unless otherwise agreed. During the three months ended September 30, 2023, the Company had related party transactions with SBR, pursuant to ASC 850, Related Party Disclosures . The Company had sales of $6.4 million, which are included in revenues, that consist primarily of refined product sales. The Company also had purchases of $151.3 million, included in cost of products and other, consisting of purchases of environmental credits and hydrocarbon products. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: (in millions) September 30, 2023 December 31, 2022 Inventory-related accruals $ 1,517.8 $ 1,417.4 Renewable energy credit and emissions obligations (a) 453.6 1,361.1 Accrued transportation costs 171.6 127.3 Accrued salaries and benefits 161.9 173.1 Excise and sales tax payable 126.1 123.6 Accrued income tax payable 122.6 16.5 Contingent consideration 94.7 81.6 Accrued refinery maintenance and support costs 73.4 48.1 Accrued utilities 62.9 105.4 Accrued capital expenditures 38.6 86.3 Accrued interest 21.9 24.9 Environmental liabilities 14.6 14.9 Current finance lease liabilities 12.2 11.7 Inventory intermediation agreement (b) — 98.3 Other 36.7 30.6 Total accrued expenses $ 2,908.6 $ 3,720.8 _____________________ (a) The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuel Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by Environmental Protection Agency. 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. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of September 30, 2023, the Company had entered into approximately $289.0 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 an ongoing triennial period program which will be settled in 2024. (b) The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022, a liability was 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. As described in “Note 3 - Inventories”, the Company early terminated this agreement on July 31, 2023. |
CREDIT FACILITIES AND DEBT
CREDIT FACILITIES AND DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND DEBT | CREDIT FACILITIES AND DEBT Debt outstanding consists of the following: (In millions) September 30, 2023 December 31, 2022 2028 Senior Notes $ 801.6 $ 801.6 2030 Senior Notes 500.0 — 2025 Senior Notes — 664.5 PBFX 2023 Senior Notes — 525.0 Revolving Credit Facility — — PBFX Revolving Credit Facility — — Catalyst financing arrangements — 4.0 1,301.6 1,995.1 Less — Current debt — (524.2) Unamortized (discount) premium (3.3) 0.2 Unamortized deferred financing costs (55.3) (36.2) Long-term debt $ 1,243.0 $ 1,434.9 Senior Notes 2030 Senior Notes On August 21, 2023, 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”), 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 $500.0 million in aggregate principal amount of 7.875% senior unsecured notes due 2030 (the “2030 Senior Notes”) at an issue price of 99.324%. The Issuers received net proceeds of approximately $488.8 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds, together with cash on hand, to fully redeem the outstanding 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”), including accrued and unpaid interest, on September 13, 2023. The 2030 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2030 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 senior indebtedness, including the Revolving Credit Facility, as defined below, and the Issuers’ outstanding 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The 2030 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 2030 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 2030 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 2030 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 Issuer’s and their restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other restricted payments; enter into transactions with affiliates; create liens; engage in mergers and consolidations or otherwise sell all or substantially all of the Issuers’ assets; designate subsidiaries as unrestricted subsidiaries; make certain investments; and limit the ability of restricted subsidiaries to make payments to PBF Holding. These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified following a covenant termination event, including the attainment of an investment grade rating of the 2030 Senior Notes. At any time prior to September 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2030 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.875% of the principal amount of the 2030 Senior Notes, plus any accrued and unpaid interest through the date of redemption; provided that at least 65% of the aggregate principal amount of the notes originally issued under the indenture governing the 2030 Senior Notes remains outstanding immediately after the occurrence of each such redemption. On or after September 15, 2026, the Issuers may redeem all or part of the 2030 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 September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes at a “make-whole” redemption price described in the indenture, together with any accrued and unpaid interest through the date of redemption. Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the 2030 Senior Notes at a purchase price of 101% of the principal amount of the 2030 Senior Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, in connection with certain asset dispositions, the Issuers may be required to use the net cash proceeds of the asset disposition (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the 2030 Senior Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase. 2025 Senior Notes On September 13, 2023, the Company redeemed the $664.5 million in ag gregate principal amount outstanding of its 2025 Senior Notes. The 2025 Senior Notes were redeemed at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest through the date of redemption. Wilmington Trust, National Association was the trustee for the 2025 Senior Notes and Deutsche Bank Trust Company Americas served as the Paying Agent for the full redemption of the 2025 Senior Notes. PBFX 2023 Senior Notes On February 2, 2023, the Company redeemed the $525.0 million in aggregate principal amount outstanding of its PBFX’s 6.875% senior notes (the “PBFX 2023 Senior Notes”), inclusive of unamortized premium and deferred financing costs as of the redemption date. The PBFX 2023 Senior Notes were redeemed at a price of 100% of the aggregate principal amount thereof, 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 redemption was financed using cash on hand. Revolving Credit Facilities PBF Holding Revolving Credit Facility On August 23, 2023, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment and restatement of its existing asset-based revolving credit agreement, among PBF Holding, Bank of America, National Association as administrative agent, and certain other lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement amended and restated the previously existing revolving credit agreement dated as of May 2, 2018 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) through August 2028 and increased the maximum commitment to $3.5 billion from $2.85 billion. The commitment fees on the unused portion, the interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement. The Revolving Credit Facility contains representations, warranties and covenants by PBF Holding and the other borrowers, as well as customary events of default and indemnification obligations that are consistent with those in the Prior Credit Agreement. PBFX Revolving Credit Facility On June 20, 2023, the Company terminated the $500.0 million PBFX senior secured revolving credit facility (the “PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023. There were no outstanding borrowings under the PBFX Revolving Credit Facility as of the termination date. As of September 30, 2023, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations and claims, including class action proceedings, mass tort actions, tort actions, environmental claims and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which we have not recorded a liability but losses are reasonably possible, we are unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on our financial position, results of operations or cash flows. 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 $110.9 million as of September 30, 2023 ($117.0 million as of December 31, 2022) 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 and the non-current portion is recorded in Other long-term liabilities. The aggregate environmental liability reflected in the Company’s Condensed Consolidated Balance Sheets was $154.4 million and $157.7 million at September 30, 2023 and December 31, 2022, respectively, of which $139.8 million and $142.8 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. Contingent Consideration In connection with the acquisition of the Martinez refinery and related logistics assets, the sale and purchase agreement dated June 11, 2019 included an earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the agreement, the Company will make payments to 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”). Upon acquisition of the refinery, the Company recorded the estimated acquisition date fair value of the Martinez Contingent Consideration of $77.3 million within “Other long-term liabilities” within the Company’s Condensed Consolidated Balance Sheet. Subsequent changes in the fair value of the Martinez Contingent Consideration are recorded in the Condensed Consolidated Statements of Operations. The fair value of the Martinez Contingent Consideration was estimated to be $94.7 million as of September 30, 2023 and is included within Accrued expenses within the Company’s Condensed Consolidated Balance Sheet. This final earn-out payment is expected to be made in the second quarter of 2024. The fair value of the Martinez Contingent Consideration was estimated to be $147.3 million as of December 31, 2022 (of which approximately $80.0 million was included within Accrued expenses and paid in April 2023). Tax Receivable Agreement PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B unitholders (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 any of its subsidiaries. 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 both September 30, 2023 and December 31, 2022. 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. As of both September 30, 2023 and December 31, 2022, PBF Energy recognized a liability of $338.6 million related to the Tax Receivable Agreement obligation, reflecting the estimate of the undiscounted amounts that PBF Energy expects to pay under the agreement, net of the impact of any deferred tax asset valuation allowance recognized in accordance with Financial Accounting Standard Board, Accounting Standard Codification (“ASC”) 740, Income Taxes . As of September 30, 2023, $61.1 million of the Tax Receivable Agreement obligation is recorded as a current liability and represents PBF Energy’s best estimate of payments to be made within a year. As future taxable income is recognized, increases in PBF Energy’s Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. Refer to “Note 12 - Income Taxes” for more details. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
EQUITY | EQUITY 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% as of both September 30, 2023 and December 31, 2022. 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 Condensed 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 Condensed 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 December 31, 2022 and September 30, 2023 are calculated as follows: Holders of PBF LLC Series A Units Outstanding Shares of PBF Energy Class A Common Stock Total * December 31, 2022 910,457 129,639,307 130,549,764 0.7% 99.3% 100.0% September 30, 2023 911,589 122,986,286 123,897,875 0.7% 99.3% 100.0% —————————— * Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. Noncontrolling Interest in PBFX PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX. Prior to the Merger Transaction which closed on November 30, 2022, PBF LLC held a 47.7% limited partner interest in PBFX with the remaining 52.3% limited partner interest owned by the public common unitholders. As of December 31, 2022, noncontrolling interest on the Consolidated Statements of Operations included 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) through November 30, 2022, and noncontrolling interest on the Consolidated Balance Sheets was eliminated. As of September 30, 2023, noncontrolling interest on the Condensed Consolidated Statements of Operations and noncontrolling interest on the Condensed Consolidated Balance Sheets were eliminated. Noncontrolling Interest in PBF Holding In connection with the acquisition of the Chalmette refinery, PBF Holding records noncontrolling interests 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. In the three and nine months ended September 30, 2023, the Company recorded noncontrolling interest in the earnings of these subsidiaries of $0.1 million and $0.5 million, respectively. In the three and nine months ended September 30, 2022, the Company recorded noncontrolling interest in the earnings and losses of these subsidiaries of $0.3 million and $(1.4) million, respectively. 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 nine months ended September 30, 2023 and 2022, respectively: (In millions) PBF Energy Inc. Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2023 $ 4,929.2 $ 114.6 $ 12.2 $ 5,056.0 Comprehensive income 2,188.3 21.0 0.5 2,209.8 Dividends and distributions (76.0) (5.0) — (81.0) Stock-based compensation expense 19.8 — — 19.8 Transactions in connection with stock-based compensation plans 42.4 — — 42.4 Treasury stock purchases (385.3) — — (385.3) Other 0.1 — — 0.1 Balance at September 30, 2023 $ 6,718.5 $ 130.6 $ 12.7 $ 6,861.8 (In millions) PBF Energy Inc. Equity Noncontrolling Noncontrolling Noncontrolling Total Equity Balance at January 1, 2022 $ 1,926.2 $ 95.4 $ 12.2 $ 499.0 $ 2,532.8 Comprehensive income (loss) 2,236.8 21.5 (1.4) 57.6 2,314.5 Dividends and distributions — — — (30.2) (30.2) Stock-based compensation expense 18.5 — — 4.2 22.7 Transactions in connection with stock-based compensation plans 36.6 — — (1.3) 35.3 Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and Tax Receivable Agreement obligation 0.1 (0.1) — — — Other — — 1.4 — 1.4 Balance at September 30, 2022 $ 4,218.2 $ 116.8 $ 12.2 $ 529.3 $ 4,876.5 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”). On May 3, 2023, the Company's Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $500.0 million to $1.0 billion and extended the program expiration date to December 2025. During the three months ended September 30, 2023, the Company purchased 2,320,179 shares of PBF Energy’s Class A common stock under the Repurchase Program for $115.0 million, inclusive of commissions paid, through open market transactions. During the nine months ended September 30, 2023, the Company purchased 9,031,056 shares of PBF Energy’s Class A common stock under the Repurchase Program for $382.6 million, inclusive of commissions paid, through open market transactions. Treasury stock repurchases can be 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 could be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depends on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice. The Company records PBF Energy Class A common stock surrendered to cover income tax withholdings for certain directors and employees and others pursuant to the vesting of certain awards under the Company’s equity-based compensation plans as treasury shares. |
DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS AND DISTRIBUTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
DIVIDENDS AND DISTRIBUTIONS | DIVIDENDS AND DISTRIBUTIONS With respect to dividends and distributions paid during the nine months ended September 30, 2023, PBF LLC made aggregate non-tax quarterly distributions of $76.1 million, or $0.60 per unit to its members, of which $75.5 million was distributed pro-rata to PBF Energy and the balance was distributed to its other members. PBF Energy used this $75.5 million to pay quarterly cash dividends of $0.20 per share of Class A common stock on March 16, 2023, May 31, 2023 and August 31, 2023. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: (In millions) Three Months Ended September 30, Nine Months Ended September 30, Pension Benefits 2023 2022 2023 2022 Components of net periodic benefit cost: Service cost $ 12.0 $ 13.9 $ 36.0 $ 41.7 Interest cost 4.5 1.8 13.3 5.8 Expected return on plan assets (4.8) (4.3) (14.4) (13.1) Amortization of prior service cost and actuarial loss — 0.1 0.1 0.1 Net periodic benefit cost $ 11.7 $ 11.5 $ 35.0 $ 34.5 (In millions) Three Months Ended September 30, Nine Months Ended September 30, Post-Retirement Medical Plan 2023 2022 2023 2022 Components of net periodic benefit cost: Service cost $ 0.1 $ 0.2 $ 0.4 $ 0.6 Interest cost 0.2 — 0.5 0.3 Amortization of prior service cost and actuarial loss — 0.2 — 0.3 Net periodic benefit cost $ 0.3 $ 0.4 $ 0.9 $ 1.2 |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES As described in “Note 15 - Segment Information”, the Company’s business consists of the Refining Segment and Logistics Segment. The following table provides information relating to the Company’s revenues for each product or group of similar products or services by segment for the periods presented. Three Months Ended September 30, (In millions) 2023 2022 Refining Segment: Gasoline and distillates $ 9,623.1 $ 11,244.4 Feedstocks and other 489.0 554.3 Asphalt and blackoils 388.1 603.9 Chemicals 158.7 246.4 Lubricants 66.4 103.3 Total 10,725.3 12,752.3 Logistics Segment: Logistics 94.8 89.6 Total revenues prior to eliminations 10,820.1 12,841.9 Elimination of intercompany revenues (86.6) (77.3) Total Revenues $ 10,733.5 $ 12,764.6 Nine Months Ended September 30, (In millions) 2023 2022 Refining Segment: Gasoline and distillates $ 25,997.8 $ 31,803.0 Feedstocks and other 1,256.6 1,341.1 Asphalt and blackoils 1,176.3 1,730.0 Chemicals 473.1 744.6 Lubricants 255.4 325.8 Total Refining Revenue 29,159.2 35,944.5 Logistics Segment: Logistics Revenue 287.3 272.4 Total revenue prior to eliminations 29,446.5 36,216.9 Elimination of intercompany revenue (260.4) (232.9) Total Revenues $ 29,186.1 $ 35,984.0 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, Revenue from Contracts with Customers. 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 $79.6 million and $40.6 million as of September 30, 2023 and December 31, 2022, 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
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 (approximately 99.3% as of both September 30, 2023 and December 31, 2022). 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 federal 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. 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 corporate stock buy-backs, energy-related tax credits and incentives, and additional Internal Revenue Service funding. Based on the Company’s results over the past three fiscal years, the corporate alternative minimum tax is currently not applicable. The Company does not expect the other tax provisions of the IRA to have a material impact on its Condensed Consolidated Financial Statements. The income tax provision in the PBF Energy Condensed Consolidated Statements of Operations consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2023 2022 2023 2022 Current income tax expense $ 149.9 $ 85.8 $ 312.7 $ 150.8 Deferred income tax expense 104.7 105.3 416.3 165.5 Total income tax expense $ 254.6 $ 191.1 $ 729.0 $ 316.3 The income tax provision is based on earnings before taxes attributable to PBF Energy and excludes earnings before taxes attributable to noncontrolling interests as such interests are generally not subject to income taxes except as noted above. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2023 was 24.5% and 25.0%, respectively. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2022, was 15.3% and 12.4%, respectively. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2023, including the impact of income attributable to noncontrolling interests of $7.7 million and $21.5 million, respectively, was 24.3% and 24.8%, respectively. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2022, including the impact of income attributable to noncontrolling interests of $27.8 million and $77.7 million, respectively, was 15.0% and 12.0%, respectively. For the three and nine months ended September 30, 2023, PBF Energy’s effective tax rate did not materially differ from the United States statutory rate, inclusive of state income taxes. For the three and nine months ended September 30, 2022, the difference between the United States statutory rate and PBF Energy’s effective tax rate was primarily attributable to changes in the deferred tax asset valuation allowance. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022. 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 Condensed Consolidated Balance Sheets. As of September 30, 2023 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (In millions) Level 1 Level 2 Level 3 Assets: Money market funds $ 159.2 $ — $ — $ 159.2 N/A $ 159.2 Commodity contracts 103.7 18.0 3.7 125.4 (122.0) 3.4 Liabilities: Commodity contracts 110.5 11.5 — 122.0 (122.0) — Renewable energy credit and emissions obligations — 453.6 — 453.6 — 453.6 Contingent consideration obligation — — 94.7 94.7 — 94.7 As of December 31, 2022 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (In millions) Level 1 Level 2 Level 3 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 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 the Company’s liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy its obligation to blend biofuels into the products the Company produces and (ii) emission credits under the AB 32 and similar programs (collectively, the cap-and-trade systems). To the degree the Company is unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, it must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, it must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on the Company’s deficit for such credits as of the balance sheet date, if any, after considering any credits acquired, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. To the extent that the Company has a better estimate of the cost at which it settles its obligation, such as agreements to purchase RINs at prices other than the current spot price, the Company considers those costs in valuing the remaining obligation. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and the Company 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 September 30, 2023 and 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 September 30, 2023 and December 31, 2022, $18.4 million and $18.6 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: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2023 2022 2023 2022 Balance at beginning of period $ 17.5 $ 157.6 $ 150.5 $ 32.3 Additions — — — — Settlements 2.5 — (81.1) (2.6) Unrealized loss included in earnings 71.0 3.0 21.6 130.9 Balance at end of period $ 91.0 $ 160.6 $ 91.0 $ 160.6 There were no transfers between levels during the three and nine months ended September 30, 2023 or the three and nine months ended September 30, 2022. Fair value of debt The table below summarizes the carrying value and fair value of debt as of September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 (In millions) Carrying value Fair Carrying value Fair 2028 Senior Notes (a) $ 801.6 $ 754.9 $ 801.6 $ 703.7 2030 Senior Notes (a) 500.0 500.7 — — 2025 Senior Notes (a) — — 664.5 656.0 PBFX 2023 Senior Notes (a) — — 525.0 525.1 Catalyst financing arrangements (b) — — 4.0 4.0 1,301.6 1,255.6 1,995.1 1,888.8 Less - Current debt — — (524.2) (524.2) Unamortized (discount) premium (3.3) n/a 0.2 n/a Less - Unamortized deferred financing costs (55.3) n/a (36.2) n/a Long-term debt $ 1,243.0 $ 1,255.6 $ 1,434.9 $ 1,364.6 (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. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. On July 31, 2023, the Company terminated the Third Inventory Intermediation Agreement. Prior to its termination, the Third Inventory Intermediation Agreement contained purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under this agreement were derivative instruments 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 was based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives was based on the level of operating inventories. As of September 30, 2023, there were no barrels of crude oil and feedstocks and no barrels of intermediates and refined products outstanding under these derivative instruments designated as fair value hedges. As of December 31, 2022, there were 1,945,994 barrels of crude oil and feedstocks and 780,734 barrels of intermediates and refined products 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 September 30, 2023, there were 33,007,000 barrels of crude oil and 12,173,800 barrels of refined products (17,890,000 and 12,175,200, respectively, as of December 31, 2022), 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 September 30, 2023 and December 31, 2022, and the line items in the Condensed Consolidated Balance Sheets in which fair values are reflected. Description Balance Sheet Location Fair Value (in millions) Derivatives designated as hedging instruments: September 30, 2023: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ — December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 25.1 Derivatives not designated as hedging instruments: September 30, 2023: Commodity contracts Accounts receivable $ 3.4 December 31, 2022: Commodity contracts Accounts receivable $ 13.9 The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the Condensed Consolidated Statements of Operations in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Income on Derivatives Gain or (Loss) (in millions) Derivatives designated as hedging instruments: For the three months ended September 30, 2023: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (16.6) For the three months ended September 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 17.7 For the nine months ended September 30, 2023: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (25.1) For the nine months ended September 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 21.1 Derivatives not designated as hedging instruments: For the three months ended September 30, 2023: Commodity contracts Cost of products and other $ (28.5) For the three months ended September 30, 2022: Commodity contracts Cost of products and other $ 28.6 For the nine months ended September 30, 2023: Commodity contracts Cost of products and other $ 9.7 For the nine months ended September 30, 2022: Commodity contracts Cost of products and other $ (23.5) Hedged items designated in fair value hedges: For the three months ended September 30, 2023: Crude oil, intermediate and refined product inventory Cost of products and other $ 16.6 For the three months ended September 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (17.7) For the nine months ended September 30, 2023: Crude oil, intermediate and refined product inventory Cost of products and other $ 25.1 For the nine months ended September 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (21.1) The Company had no ineffectiveness related to the fair value hedges for the three and nine months ended September 30, 2023 or the three and nine months ended September 30, 2022. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
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 Condensed 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 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 the Company’s equity method investment in SBR, 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 three and nine months ended September 30, 2023 and September 30, 2022 are presented below. Three Months Ended September 30, 2023 (In millions) Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 10,725.3 $ 94.8 $ — $ (86.6) $ 10,733.5 Depreciation and amortization expense 131.2 8.9 3.8 — 143.9 Income (loss) from operations (1) 1,175.7 49.6 (148.2) — 1,077.1 Interest expense (income), net 10.1 (0.9) 13.5 — 22.7 Capital expenditures (2) 183.7 3.4 3.1 — 190.2 Three months ended September 30, 2022 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 12,752.3 $ 89.6 $ — $ (77.3) $ 12,764.6 Depreciation and amortization expense 119.1 9.0 2.0 — 130.1 Income (loss) from operations 1,522.9 44.7 (167.6) — 1,400.0 Interest expense, net 3.2 9.7 39.8 — 52.7 Capital expenditures (2) 242.4 1.5 2.9 — 246.8 Nine Months Ended September 30, 2023 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 29,159.2 $ 287.3 $ — $ (260.4) $ 29,186.1 Depreciation and amortization expense 397.1 27.1 8.0 — 432.2 Income from operations (1) 2,157.0 151.2 690.5 — 2,998.7 Interest (income) expense, net (0.9) 2.9 53.2 — 55.2 Capital expenditures (2) 925.0 8.5 6.8 — 940.3 Nine Months Ended September 30, 2022 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 35,944.5 $ 272.4 $ — $ (232.9) $ 35,984.0 Depreciation and amortization expense 338.9 27.6 5.8 — 372.3 Income (loss) from operations 3,552.4 140.4 (495.2) — 3,197.6 Interest expense, net 11.8 30.0 174.8 — 216.6 Capital expenditures (2) 672.9 4.6 6.2 — 683.7 Balance at September 30, 2023 Refining Logistics Corporate Eliminations Consolidated Total Total assets (3) $ 12,890.3 $ 812.2 $ 1,028.6 $ (38.3) $ 14,692.8 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 (1) Income from operations within Corporate for the three and nine months ended September 30, 2023 includes a loss of $3.2 million and a gain of $965.7 million, respectively, associated with the formation of the SBR equity method investment. (2) For the three and nine months ended September 30, 2023, the Company’s refining segment includes $35.0 million and $300.3 million, respectively, of capital expenditures related to the Renewable Diesel Facility. For the three and nine months ended September 30, 2022, the Company’s refining segment included $103.0 million and $195.0 million, respectively, of capital expenditures related to the Renewable Diesel Facility. (3) Corporate assets include the Company’s Equity method investment in SBR of $940.0 million. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE The Company grants certain equity-based compensation awards to employees and non-employee directors that are considered to be participating securities. Due to the presence of participating securities, the Company has calculated net income (loss) per share of PBF Energy Class A common stock using the two-class method. 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) Three Months Ended September 30, Nine Months Ended September 30, Basic Earnings Per Share: 2023 2022 2023 2022 Allocation of earnings: Net income attributable to PBF Energy Inc. stockholders $ 786.4 $ 1,056.4 $ 2,188.9 $ 2,239.0 Less: Income allocated to participating securities — — — — Income available to PBF Energy Inc. stockholders - basic $ 786.4 $ 1,056.4 $ 2,188.9 $ 2,239.0 Denominator for basic net income per Class A common share - weighted average shares 123,793,179 122,113,570 125,938,259 121,299,726 Basic net income attributable to PBF Energy per Class A common share $ 6.35 $ 8.65 $ 17.38 $ 18.46 Diluted Earnings Per Share: Numerator: Income available to PBF Energy Inc. stockholders - basic $ 786.4 $ 1,056.4 $ 2,188.9 $ 2,239.0 Plus: Net income attributable to noncontrolling interest (1) 7.6 9.2 21.0 21.4 Less: Income tax expense on net income attributable to noncontrolling interest (1) (2.0) (2.3) (5.5) (5.5) Numerator for diluted net income per PBF Energy Class A common share - net income attributable to PBF Energy Inc. stockholders (1) $ 792.0 $ 1,063.3 $ 2,204.4 $ 2,254.9 Denominator: (1) Denominator for basic net income per PBF Energy Class A common share-weighted average shares 123,793,179 122,113,570 125,938,259 121,299,726 Effect of dilutive securities: (2) Conversion of PBF LLC Series A Units 910,494 910,457 910,469 920,529 Common stock equivalents 4,986,702 3,561,782 4,698,300 2,872,678 Denominator for diluted net income per PBF Energy Class A common share-adjusted weighted average shares 129,690,375 126,585,809 131,547,028 125,092,933 Diluted net income attributable to PBF Energy Inc. stockholders per PBF Energy Class A common share $ 6.11 $ 8.40 $ 16.76 $ 18.03 ___________________________________________ |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared On November 2, 2023, PBF Energy announced a dividend of $0.25 per share on outstanding PBF Energy Class A common stock. The dividend is payable on November 30, 2023 to PBF Energy Class A common stockholders of record at the close of business on November 15, 2023. Share Repurchases From October 1, 2023 through November 1, 2023, the Company purchased an additional 1,045,973 shares of PBF Energy’s Class A common stock under the Repurchase Program for $49.6 million, inclusive of commissions paid. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 786.4 | $ 1,056.4 | $ 2,188.9 | $ 2,239 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the PBF Energy financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. |
Investment in Equity Method Investee | Investment in Equity Method Investee On June 27, 2023, the Company contributed certain assets to St. Bernard Renewables LLC (“SBR”), a jointly held investment between the Company and Eni Sustainable Mobility US. Inc., a controlled subsidiary of Eni S.p.A. (collectively “Eni”). The Company accounts for its 50% equity ownership of SBR as an equity method investment, as the Company has significant influence, but not control, over SBR. Equity method investments are recognized at cost, adjusted for the investor’s portion of the investee’s earnings and reduced by distributions from the investee, and presented as “Equity method investment in SBR” on the Condensed Consolidated Balance Sheet. Equity method earnings (losses) are recognized as “Equity income in investee” in the Condensed Consolidated Statements of Operations. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consisted of the following: September 30, 2023 (in millions) Total Crude oil and feedstocks $ 1,533.0 Refined products and blendstocks 1,501.3 Warehouse stock and other 146.6 $ 3,180.9 Lower of cost or market adjustment — Total inventories $ 3,180.9 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 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: (in millions) September 30, 2023 December 31, 2022 Inventory-related accruals $ 1,517.8 $ 1,417.4 Renewable energy credit and emissions obligations (a) 453.6 1,361.1 Accrued transportation costs 171.6 127.3 Accrued salaries and benefits 161.9 173.1 Excise and sales tax payable 126.1 123.6 Accrued income tax payable 122.6 16.5 Contingent consideration 94.7 81.6 Accrued refinery maintenance and support costs 73.4 48.1 Accrued utilities 62.9 105.4 Accrued capital expenditures 38.6 86.3 Accrued interest 21.9 24.9 Environmental liabilities 14.6 14.9 Current finance lease liabilities 12.2 11.7 Inventory intermediation agreement (b) — 98.3 Other 36.7 30.6 Total accrued expenses $ 2,908.6 $ 3,720.8 _____________________ (a) The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuel Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by Environmental Protection Agency. 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. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of September 30, 2023, the Company had entered into approximately $289.0 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 an ongoing triennial period program which will be settled in 2024. (b) The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022, a liability was 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. As described in “Note 3 - Inventories”, the Company early terminated this agreement on July 31, 2023. |
CREDIT FACILITIES AND DEBT (Tab
CREDIT FACILITIES AND DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt outstanding | Debt outstanding consists of the following: (In millions) September 30, 2023 December 31, 2022 2028 Senior Notes $ 801.6 $ 801.6 2030 Senior Notes 500.0 — 2025 Senior Notes — 664.5 PBFX 2023 Senior Notes — 525.0 Revolving Credit Facility — — PBFX Revolving Credit Facility — — Catalyst financing arrangements — 4.0 1,301.6 1,995.1 Less — Current debt — (524.2) Unamortized (discount) premium (3.3) 0.2 Unamortized deferred financing costs (55.3) (36.2) Long-term debt $ 1,243.0 $ 1,434.9 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Line Items] | |
Schedule of Stockholders Equity | The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the nine months ended September 30, 2023 and 2022, respectively: (In millions) PBF Energy Inc. Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2023 $ 4,929.2 $ 114.6 $ 12.2 $ 5,056.0 Comprehensive income 2,188.3 21.0 0.5 2,209.8 Dividends and distributions (76.0) (5.0) — (81.0) Stock-based compensation expense 19.8 — — 19.8 Transactions in connection with stock-based compensation plans 42.4 — — 42.4 Treasury stock purchases (385.3) — — (385.3) Other 0.1 — — 0.1 Balance at September 30, 2023 $ 6,718.5 $ 130.6 $ 12.7 $ 6,861.8 (In millions) PBF Energy Inc. Equity Noncontrolling Noncontrolling Noncontrolling Total Equity Balance at January 1, 2022 $ 1,926.2 $ 95.4 $ 12.2 $ 499.0 $ 2,532.8 Comprehensive income (loss) 2,236.8 21.5 (1.4) 57.6 2,314.5 Dividends and distributions — — — (30.2) (30.2) Stock-based compensation expense 18.5 — — 4.2 22.7 Transactions in connection with stock-based compensation plans 36.6 — — (1.3) 35.3 Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and Tax Receivable Agreement obligation 0.1 (0.1) — — — Other — — 1.4 — 1.4 Balance at September 30, 2022 $ 4,218.2 $ 116.8 $ 12.2 $ 529.3 $ 4,876.5 |
PBF LLC | |
Noncontrolling Interest [Line Items] | |
Schedule of noncontrolling interest | The noncontrolling interest ownership percentages in PBF LLC as of December 31, 2022 and September 30, 2023 are calculated as follows: Holders of PBF LLC Series A Units Outstanding Shares of PBF Energy Class A Common Stock Total * December 31, 2022 910,457 129,639,307 130,549,764 0.7% 99.3% 100.0% September 30, 2023 911,589 122,986,286 123,897,875 0.7% 99.3% 100.0% —————————— * Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of net periodic benefit cost | The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following: (In millions) Three Months Ended September 30, Nine Months Ended September 30, Pension Benefits 2023 2022 2023 2022 Components of net periodic benefit cost: Service cost $ 12.0 $ 13.9 $ 36.0 $ 41.7 Interest cost 4.5 1.8 13.3 5.8 Expected return on plan assets (4.8) (4.3) (14.4) (13.1) Amortization of prior service cost and actuarial loss — 0.1 0.1 0.1 Net periodic benefit cost $ 11.7 $ 11.5 $ 35.0 $ 34.5 (In millions) Three Months Ended September 30, Nine Months Ended September 30, Post-Retirement Medical Plan 2023 2022 2023 2022 Components of net periodic benefit cost: Service cost $ 0.1 $ 0.2 $ 0.4 $ 0.6 Interest cost 0.2 — 0.5 0.3 Amortization of prior service cost and actuarial loss — 0.2 — 0.3 Net periodic benefit cost $ 0.3 $ 0.4 $ 0.9 $ 1.2 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue from external customers by products and services | The following table provides information relating to the Company’s revenues for each product or group of similar products or services by segment for the periods presented. Three Months Ended September 30, (In millions) 2023 2022 Refining Segment: Gasoline and distillates $ 9,623.1 $ 11,244.4 Feedstocks and other 489.0 554.3 Asphalt and blackoils 388.1 603.9 Chemicals 158.7 246.4 Lubricants 66.4 103.3 Total 10,725.3 12,752.3 Logistics Segment: Logistics 94.8 89.6 Total revenues prior to eliminations 10,820.1 12,841.9 Elimination of intercompany revenues (86.6) (77.3) Total Revenues $ 10,733.5 $ 12,764.6 Nine Months Ended September 30, (In millions) 2023 2022 Refining Segment: Gasoline and distillates $ 25,997.8 $ 31,803.0 Feedstocks and other 1,256.6 1,341.1 Asphalt and blackoils 1,176.3 1,730.0 Chemicals 473.1 744.6 Lubricants 255.4 325.8 Total Refining Revenue 29,159.2 35,944.5 Logistics Segment: Logistics Revenue 287.3 272.4 Total revenue prior to eliminations 29,446.5 36,216.9 Elimination of intercompany revenue (260.4) (232.9) Total Revenues $ 29,186.1 $ 35,984.0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of the income tax provision | The income tax provision in the PBF Energy Condensed Consolidated Statements of Operations consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2023 2022 2023 2022 Current income tax expense $ 149.9 $ 85.8 $ 312.7 $ 150.8 Deferred income tax expense 104.7 105.3 416.3 165.5 Total income tax expense $ 254.6 $ 191.1 $ 729.0 $ 316.3 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022. 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 Condensed Consolidated Balance Sheets. As of September 30, 2023 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (In millions) Level 1 Level 2 Level 3 Assets: Money market funds $ 159.2 $ — $ — $ 159.2 N/A $ 159.2 Commodity contracts 103.7 18.0 3.7 125.4 (122.0) 3.4 Liabilities: Commodity contracts 110.5 11.5 — 122.0 (122.0) — Renewable energy credit and emissions obligations — 453.6 — 453.6 — 453.6 Contingent consideration obligation — — 94.7 94.7 — 94.7 As of December 31, 2022 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet (In millions) Level 1 Level 2 Level 3 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 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 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: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2023 2022 2023 2022 Balance at beginning of period $ 17.5 $ 157.6 $ 150.5 $ 32.3 Additions — — — — Settlements 2.5 — (81.1) (2.6) Unrealized loss included in earnings 71.0 3.0 21.6 130.9 Balance at end of period $ 91.0 $ 160.6 $ 91.0 $ 160.6 |
Schedule of Fair value of Debt | The table below summarizes the carrying value and fair value of debt as of September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 (In millions) Carrying value Fair Carrying value Fair 2028 Senior Notes (a) $ 801.6 $ 754.9 $ 801.6 $ 703.7 2030 Senior Notes (a) 500.0 500.7 — — 2025 Senior Notes (a) — — 664.5 656.0 PBFX 2023 Senior Notes (a) — — 525.0 525.1 Catalyst financing arrangements (b) — — 4.0 4.0 1,301.6 1,255.6 1,995.1 1,888.8 Less - Current debt — — (524.2) (524.2) Unamortized (discount) premium (3.3) n/a 0.2 n/a Less - Unamortized deferred financing costs (55.3) n/a (36.2) n/a Long-term debt $ 1,243.0 $ 1,255.6 $ 1,434.9 $ 1,364.6 (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. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022, and the line items in the Condensed Consolidated Balance Sheets in which fair values are reflected. Description Balance Sheet Location Fair Value (in millions) Derivatives designated as hedging instruments: September 30, 2023: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ — December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 25.1 Derivatives not designated as hedging instruments: September 30, 2023: Commodity contracts Accounts receivable $ 3.4 December 31, 2022: Commodity contracts Accounts receivable $ 13.9 |
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 Condensed Consolidated Statements of Operations in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Income on Derivatives Gain or (Loss) (in millions) Derivatives designated as hedging instruments: For the three months ended September 30, 2023: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (16.6) For the three months ended September 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 17.7 For the nine months ended September 30, 2023: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (25.1) For the nine months ended September 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 21.1 Derivatives not designated as hedging instruments: For the three months ended September 30, 2023: Commodity contracts Cost of products and other $ (28.5) For the three months ended September 30, 2022: Commodity contracts Cost of products and other $ 28.6 For the nine months ended September 30, 2023: Commodity contracts Cost of products and other $ 9.7 For the nine months ended September 30, 2022: Commodity contracts Cost of products and other $ (23.5) Hedged items designated in fair value hedges: For the three months ended September 30, 2023: Crude oil, intermediate and refined product inventory Cost of products and other $ 16.6 For the three months ended September 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (17.7) For the nine months ended September 30, 2023: Crude oil, intermediate and refined product inventory Cost of products and other $ 25.1 For the nine months ended September 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (21.1) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Disclosures regarding the Company’s reportable segments with reconciliations to consolidated totals for the three and nine months ended September 30, 2023 and September 30, 2022 are presented below. Three Months Ended September 30, 2023 (In millions) Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 10,725.3 $ 94.8 $ — $ (86.6) $ 10,733.5 Depreciation and amortization expense 131.2 8.9 3.8 — 143.9 Income (loss) from operations (1) 1,175.7 49.6 (148.2) — 1,077.1 Interest expense (income), net 10.1 (0.9) 13.5 — 22.7 Capital expenditures (2) 183.7 3.4 3.1 — 190.2 Three months ended September 30, 2022 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 12,752.3 $ 89.6 $ — $ (77.3) $ 12,764.6 Depreciation and amortization expense 119.1 9.0 2.0 — 130.1 Income (loss) from operations 1,522.9 44.7 (167.6) — 1,400.0 Interest expense, net 3.2 9.7 39.8 — 52.7 Capital expenditures (2) 242.4 1.5 2.9 — 246.8 Nine Months Ended September 30, 2023 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 29,159.2 $ 287.3 $ — $ (260.4) $ 29,186.1 Depreciation and amortization expense 397.1 27.1 8.0 — 432.2 Income from operations (1) 2,157.0 151.2 690.5 — 2,998.7 Interest (income) expense, net (0.9) 2.9 53.2 — 55.2 Capital expenditures (2) 925.0 8.5 6.8 — 940.3 Nine Months Ended September 30, 2022 Refining Logistics Corporate Eliminations Consolidated Total Revenues $ 35,944.5 $ 272.4 $ — $ (232.9) $ 35,984.0 Depreciation and amortization expense 338.9 27.6 5.8 — 372.3 Income (loss) from operations 3,552.4 140.4 (495.2) — 3,197.6 Interest expense, net 11.8 30.0 174.8 — 216.6 Capital expenditures (2) 672.9 4.6 6.2 — 683.7 Balance at September 30, 2023 Refining Logistics Corporate Eliminations Consolidated Total Total assets (3) $ 12,890.3 $ 812.2 $ 1,028.6 $ (38.3) $ 14,692.8 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 (1) Income from operations within Corporate for the three and nine months ended September 30, 2023 includes a loss of $3.2 million and a gain of $965.7 million, respectively, associated with the formation of the SBR equity method investment. (2) For the three and nine months ended September 30, 2023, the Company’s refining segment includes $35.0 million and $300.3 million, respectively, of capital expenditures related to the Renewable Diesel Facility. For the three and nine months ended September 30, 2022, the Company’s refining segment included $103.0 million and $195.0 million, respectively, of capital expenditures related to the Renewable Diesel Facility. (3) Corporate assets include the Company’s Equity method investment in SBR of $940.0 million. |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) Three Months Ended September 30, Nine Months Ended September 30, Basic Earnings Per Share: 2023 2022 2023 2022 Allocation of earnings: Net income attributable to PBF Energy Inc. stockholders $ 786.4 $ 1,056.4 $ 2,188.9 $ 2,239.0 Less: Income allocated to participating securities — — — — Income available to PBF Energy Inc. stockholders - basic $ 786.4 $ 1,056.4 $ 2,188.9 $ 2,239.0 Denominator for basic net income per Class A common share - weighted average shares 123,793,179 122,113,570 125,938,259 121,299,726 Basic net income attributable to PBF Energy per Class A common share $ 6.35 $ 8.65 $ 17.38 $ 18.46 Diluted Earnings Per Share: Numerator: Income available to PBF Energy Inc. stockholders - basic $ 786.4 $ 1,056.4 $ 2,188.9 $ 2,239.0 Plus: Net income attributable to noncontrolling interest (1) 7.6 9.2 21.0 21.4 Less: Income tax expense on net income attributable to noncontrolling interest (1) (2.0) (2.3) (5.5) (5.5) Numerator for diluted net income per PBF Energy Class A common share - net income attributable to PBF Energy Inc. stockholders (1) $ 792.0 $ 1,063.3 $ 2,204.4 $ 2,254.9 Denominator: (1) Denominator for basic net income per PBF Energy Class A common share-weighted average shares 123,793,179 122,113,570 125,938,259 121,299,726 Effect of dilutive securities: (2) Conversion of PBF LLC Series A Units 910,494 910,457 910,469 920,529 Common stock equivalents 4,986,702 3,561,782 4,698,300 2,872,678 Denominator for diluted net income per PBF Energy Class A common share-adjusted weighted average shares 129,690,375 126,585,809 131,547,028 125,092,933 Diluted net income attributable to PBF Energy Inc. stockholders per PBF Energy Class A common share $ 6.11 $ 8.40 $ 16.76 $ 18.03 ___________________________________________ |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) | Sep. 30, 2023 | Jun. 27, 2023 | Dec. 31, 2022 | |
Description of Business [Line Items] | ||||
Percentage of ownership in PBF LLC | [1] | 100% | 100% | |
St. Bernard Renewables LLC | ||||
Description of Business [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 50% | 50% | ||
Class A Common Stock | PBF Energy Inc. | ||||
Description of Business [Line Items] | ||||
Percentage of ownership in PBF LLC | 99.30% | 99.30% | ||
Series A Units | PBF LLC | ||||
Description of Business [Line Items] | ||||
Percentage of ownership in PBF LLC | 0.70% | 0.70% | ||
[1]Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Additional Information) (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventory [Line Items] | ||
Crude oil and feedstocks | $ 1,533 | $ 1,336.1 |
Refined products and blendstocks | 1,501.3 | 1,285.6 |
Warehouse stock and other | 146.6 | 141.9 |
Inventory, Gross | 3,180.9 | 2,763.6 |
Lower of cost or market adjustment | 0 | 0 |
Total inventories | 3,180.9 | 2,763.6 |
Provisional Payments for Inventory Supply and Offtake Arrangements | 268 | |
Costs Associated with Exiting Inventory Intermediation Agreement | 13.5 | |
Titled Inventory | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 1,195.2 | |
Refined products and blendstocks | 1,244.7 | |
Warehouse stock and other | 141.9 | |
Inventory, Gross | 2,581.8 | |
Lower of cost or market adjustment | 0 | |
Total inventories | 2,581.8 | |
Inventory Intermediation Agreement | ||
Inventory [Line Items] | ||
Crude oil and feedstocks | 140.9 | |
Refined products and blendstocks | 40.9 | |
Warehouse stock and other | 0 | |
Inventory, Gross | 181.8 | |
Lower of cost or market adjustment | 0 | |
Total inventories | 181.8 | |
Scenario, Adjustment | ||
Inventory [Line Items] | ||
Lower of cost or market adjustment | $ 0 | $ 0 |
EQUITY INVESTMENT IN SBR (Addit
EQUITY INVESTMENT IN SBR (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment - return of capital | $ 845.5 | $ 0 | |||
Gain on formation of SBR equity method investment | $ (3.2) | $ 0 | 965.7 | 0 | |
Revenues | $ 10,733.5 | $ 12,764.6 | $ 29,186.1 | $ 35,984 | |
St. Bernard Renewables LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fair Value of Assets Contributed | $ 1,720 | ||||
Equity Method Investment, Ownership Percentage | 50% | 50% | 50% | ||
Equity method investment - return of capital | $ 414.6 | ||||
St. Bernard Renewables LLC | Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenues | $ 6.4 | ||||
Related Party Transaction, Purchases from Related Party | 151.3 | ||||
St. Bernard Renewables LLC | Additional Remaining Contingent Consideration | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Contingent Distribution from Equity Method Investment | $ 15 | $ 15 | |||
St. Bernard Renewables LLC | Eni SpA | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to Acquire Interest in Joint Venture | $ 431 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Expenses: | |||
Inventory-related accruals | $ 1,517.8 | $ 1,417.4 | |
Renewable energy credit and emissions obligations | [1] | 453.6 | 1,361.1 |
Accrued transportation costs | 171.6 | 127.3 | |
Accrued salaries and benefits | 161.9 | 173.1 | |
Accrued income tax payable | 122.6 | 16.5 | |
Excise and sales tax payable | 126.1 | 123.6 | |
Contingent consideration | 94.7 | 81.6 | |
Accrued refinery maintenance and support costs | 73.4 | 48.1 | |
Accrued utilities | 62.9 | 105.4 | |
Accrued capital expenditures | 38.6 | 86.3 | |
Accrued interest | 21.9 | 24.9 | |
Environmental liabilities | 14.6 | 14.9 | |
Current finance lease liabilities | 12.2 | 11.7 | |
Inventory intermediation agreements | [2] | 0 | 98.3 |
Other | 36.7 | 30.6 | |
Total accrued expenses | $ 2,908.6 | $ 3,720.8 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses | Total accrued expenses | |
Forward Purchase Commitments for Renewable Energy Credit Obligations | $ 289 | ||
[1]The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuel Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by Environmental Protection Agency. 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. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of September 30, 2023, the Company had entered into approximately $289.0 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of an ongoing triennial period program which will be settled in 2024.[2]The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022, a liability was recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. As described in “Note 3 - Inventories”, the Company early terminated this agreement on July 31, 2023. |
CREDIT FACILITIES AND DEBT (Sum
CREDIT FACILITIES AND DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,301.6 | $ 1,995.1 | |
Current debt | 0 | (524.2) | |
Unamortized (discount) premium | (3.3) | 0.2 | |
Unamortized deferred financing costs | (55.3) | (36.2) | |
Long-term debt | 1,243 | 1,434.9 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | 0 | 0 | |
Revolving Credit Facility | PBF Logistics LP | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | 0 | 0 | |
2028 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | [1] | 801.6 | 801.6 |
2030 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | [1] | 500 | 0 |
2025 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | [1] | 0 | 664.5 |
PBFX 2023 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 0 | 525 | |
PBFX 2023 Senior Notes | PBF Logistics LP | |||
Debt Instrument [Line Items] | |||
Long-term Debt | [1] | 0 | 525 |
Catalyst financing arrangements | |||
Debt Instrument [Line Items] | |||
Long-term Debt | [2] | $ 0 | $ 4 |
[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 were valued using a market approach based upon commodity prices for similar instruments quoted in active markets and were categorized as a Level 2 measurement. The Company elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability was directly impacted by the change in fair value of the underlying catalyst. |
CREDIT FACILIITIES AND DEBT (Ad
CREDIT FACILIITIES AND DEBT (Additional Information) (Details) - USD ($) | 9 Months Ended | ||||||||||||
Sep. 13, 2023 | Aug. 21, 2023 | Feb. 02, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 23, 2023 | Jun. 20, 2023 | May 02, 2023 | Dec. 31, 2022 | Jan. 24, 2020 | May 30, 2017 | May 12, 2015 | ||
2030 Senior Notes | |||||||||||||
Long-term Debt | $ 500,000,000 | ||||||||||||
Interest rate | 7.875% | ||||||||||||
Debt Instrument, Issuance Percentage of Face Amount | 99.324% | ||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 488,800,000 | ||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35% | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 107.875% | ||||||||||||
Debt Instrument, Conditional Redemption Threshold Percentage of Aggregate Principal Amount Originally Issued Remains Outstanding | 65% | ||||||||||||
2030 Senior Notes | Change of Control that Results in a Ratings Decline | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 101% | ||||||||||||
2030 Senior Notes | Covenant Termination Event in Connection with Certain Asset Disposition | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||||||
2025 Senior Notes | |||||||||||||
Interest rate | 7.25% | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||||||
Repayments of Long-Term Debt, Excluding Accrued Interest and Fees | $ 664,500,000 | ||||||||||||
Repayments of Long-term Debt | $ 666,200,000 | $ 4,800,000 | |||||||||||
2028 Senior Notes | |||||||||||||
Interest rate | 6% | ||||||||||||
Repayments of Long-term Debt | 0 | $ 21,100,000 | |||||||||||
Revolving Credit Facility | |||||||||||||
Long-term line of credit | 0 | $ 0 | |||||||||||
Revolving Credit Facility | PBF Logistics LP | |||||||||||||
Long-term line of credit | 0 | 0 | |||||||||||
PBFX 2023 Senior Notes | |||||||||||||
Long-term Debt | 0 | 525,000,000 | |||||||||||
Interest rate | 6.875% | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||||||||
Repayments of Long-term Debt | $ 525,000,000 | ||||||||||||
PBFX 2023 Senior Notes | PBF Logistics LP | |||||||||||||
Long-term Debt | [1] | $ 0 | $ 525,000,000 | ||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000,000 | $ 2,850,000,000 | |||||||||||
Line of Credit | Revolving Credit Facility | PBF Logistics LP | |||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000,000 | ||||||||||||
Long-term line of credit | $ 0 | ||||||||||||
[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. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Additional Information) (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Feb. 01, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Loss Contingencies [Line Items] | ||||
Environmental liability | $ 154.4 | $ 157.7 | ||
Accrued Environmental Loss Contingencies, Noncurrent | $ 139.8 | $ 142.8 | ||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85% | |||
Percentage of ownership in PBF LLC | [1] | 100% | 100% | |
Payable to Related Parties, Tax Receivable Agreement | $ 338.6 | $ 338.6 | ||
Payable pursuant to Tax Receivable Agreement | 61.1 | 0 | ||
Martinez Acquisition | ||||
Loss Contingencies [Line Items] | ||||
Term of Agreement | 4 years | |||
Contingent consideration | $ 77.3 | |||
Business Combination, Contingent Consideration, Liability | $ 94.7 | $ 147.3 | ||
PBF Energy Inc. | Class A Common Stock | ||||
Loss Contingencies [Line Items] | ||||
Percentage of ownership in PBF LLC | 99.30% | 99.30% | ||
Environmental Issue | Torrance Refinery | ||||
Loss Contingencies [Line Items] | ||||
Environmental liability | $ 110.9 | $ 117 | ||
Accrued expenses | Martinez Acquisition | ||||
Loss Contingencies [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 80 | |||
[1]Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
EQUITY (Noncontrolling Interest
EQUITY (Noncontrolling Interest) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) subsidiary | Sep. 30, 2022 USD ($) | Dec. 31, 2022 | Nov. 30, 2022 | Nov. 01, 2015 | ||
Noncontrolling Interest [Line Items] | ||||||||
Percentage of ownership in PBF LLC | [1] | 100% | 100% | 100% | ||||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | $ 7.7 | $ 27.8 | $ 21.5 | $ 77.7 | ||||
Less: comprehensive income attributable to noncontrolling interests | 7.7 | 27.8 | 21.5 | 77.7 | ||||
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | 0 | |||||||
Noncontrolling Interest - PBF LLC | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Less: comprehensive income attributable to noncontrolling interests | $ 21 | 21.5 | ||||||
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | (0.1) | |||||||
Chalmette Refining | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Number Of Subsidiaries | subsidiary | 2 | |||||||
Chalmette Refining | T&M Terminal Company | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest, ownership percentage | 80% | |||||||
Chalmette Refining | Collins Pipeline Company | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest, ownership percentage | 80% | |||||||
Collins Pipeline Company And T&M Terminal Company | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | $ 0.1 | $ 0.3 | $ 0.5 | $ (1.4) | ||||
Limited Partner | PBF LLC | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ownership percentage | 47.70% | |||||||
Limited Partner | Public Unit Holders | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ownership percentage | 52.30% | |||||||
[1]Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
EQUITY (Ownership Percentage) (
EQUITY (Ownership Percentage) (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||
Shares, outstanding (in shares) | [1] | 123,897,875 | 130,549,764 | |
Percentage of ownership in PBF LLC | [1] | 100% | 100% | |
PBF LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Partners' Capital Account, Units, Conversion Ratio To Common Units (in shares) | 1 | 1 | ||
PBF LLC | Limited Partner | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage | 47.70% | |||
Public Unit Holders | Limited Partner | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage | 52.30% | |||
Series A Units | PBF LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Shares, outstanding (in shares) | 911,589 | 910,457 | ||
Percentage of ownership in PBF LLC | 0.70% | 0.70% | ||
Class A Common Stock | PBF Energy | ||||
Noncontrolling Interest [Line Items] | ||||
Shares, outstanding (in shares) | 122,986,286 | 129,639,307 | ||
Percentage of ownership in PBF LLC | 99.30% | 99.30% | ||
[1]Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
EQUITY (Allocation of Equity) (
EQUITY (Allocation of Equity) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | $ 6,183.3 | $ 3,786.5 | $ 5,056 | $ 2,532.8 |
Comprehensive income (loss) attributable to PBF Energy Company LLC | 785.8 | 1,055.8 | 2,188.3 | 2,236.8 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 7.7 | 27.8 | 21.5 | 77.7 |
Comprehensive income (loss) | 793.5 | 1,083.6 | 2,209.8 | 2,314.5 |
Dividends and distributions | (81) | (30.2) | ||
Stock-based compensation expense | 6.1 | 6 | 19.8 | 22.7 |
Transactions in connection with stock-based compensation plans | 22 | 9.5 | 42.4 | 35.3 |
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | 0 | |||
Treasury stock purchases | (115.6) | 0 | (385.3) | 0 |
Other | 0.1 | 1.4 | ||
Balance, end of period | 6,861.8 | 4,876.5 | 6,861.8 | 4,876.5 |
PBF Energy | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | 4,929.2 | 1,926.2 | ||
Comprehensive income (loss) attributable to PBF Energy Company LLC | 2,188.3 | 2,236.8 | ||
Dividends and distributions | (76) | |||
Stock-based compensation expense | 19.8 | 18.5 | ||
Transactions in connection with stock-based compensation plans | 42.4 | 36.6 | ||
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | 0.1 | |||
Treasury stock purchases | (385.3) | |||
Other | 0.1 | |||
Balance, end of period | 6,718.5 | 4,218.2 | 6,718.5 | 4,218.2 |
Noncontrolling Interest - PBF LLC | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | 114.6 | 95.4 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 21 | 21.5 | ||
Dividends and distributions | (5) | |||
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation | (0.1) | |||
Balance, end of period | 130.6 | 116.8 | 130.6 | 116.8 |
Noncontrolling Interest - PBF Holding | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | 12.2 | 12.2 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0.5 | (1.4) | ||
Other | 1.4 | |||
Balance, end of period | $ 12.7 | 12.2 | $ 12.7 | 12.2 |
Noncontrolling Interest - PBF Logistics LP | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | 499 | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 57.6 | |||
Dividends and distributions | (30.2) | |||
Stock-based compensation expense | 4.2 | |||
Transactions in connection with stock-based compensation plans | (1.3) | |||
Balance, end of period | $ 529.3 | $ 529.3 |
EQUITY (Treasury Stock) (Detail
EQUITY (Treasury Stock) (Details) - Repurchase Program - Class A Common Stock - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | May 03, 2023 | Dec. 12, 2022 | |
Class of Stock [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | $ 500 | ||
Stock Repurchase Program, Additional Authorized Amount | $ 500 | |||
Shares acquired (in shares) | 2,320,179 | 9,031,056 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 115 | $ 382.6 |
DIVIDENDS AND DISTRIBUTIONS (Ad
DIVIDENDS AND DISTRIBUTIONS (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2023 | May 31, 2023 | Mar. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Distribution Made to Member or Limited Partner [Line Items] | |||||
Dividends per common share (in dollars per share) | $ 0.20 | $ 0.60 | |||
PBF Energy | Class A Common Stock | |||||
Distribution Made to Member or Limited Partner [Line Items] | |||||
Distribution made to partner (in dollars per share) | $ 0.60 | ||||
Dividends per common share (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | ||
PBF LLC | Cash Distribution | |||||
Distribution Made to Member or Limited Partner [Line Items] | |||||
Distribution made to partners | $ 76.1 | ||||
PBF Energy Inc. | PBF LLC | Cash Distribution | |||||
Distribution Made to Member or Limited Partner [Line Items] | |||||
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid | $ 75.5 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pension Benefits | ||||
Components of net periodic benefit cost: | ||||
Service cost | $ 12 | $ 13.9 | $ 36 | $ 41.7 |
Interest cost | 4.5 | 1.8 | 13.3 | 5.8 |
Expected return on plan assets | (4.8) | (4.3) | (14.4) | (13.1) |
Amortization of prior service cost and actuarial loss | 0 | 0.1 | 0.1 | 0.1 |
Net periodic benefit cost | 11.7 | 11.5 | 35 | 34.5 |
Post-Retirement Medical Plan | ||||
Components of net periodic benefit cost: | ||||
Service cost | 0.1 | 0.2 | 0.4 | 0.6 |
Interest cost | 0.2 | 0 | 0.5 | 0.3 |
Amortization of prior service cost and actuarial loss | 0 | 0.2 | 0 | 0.3 |
Net periodic benefit cost | $ 0.3 | $ 0.4 | $ 0.9 | $ 1.2 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenues | $ 10,733.5 | $ 12,764.6 | $ 29,186.1 | $ 35,984 | |
Deferred revenue | 79.6 | 79.6 | $ 40.6 | ||
Intersegment Eliminations | |||||
Revenues | (86.6) | (77.3) | (260.4) | (232.9) | |
Refining Group | |||||
Revenues | 10,725.3 | 12,752.3 | 29,159.2 | 35,944.5 | |
PBF Logistics LP | |||||
Revenues | 94.8 | 89.6 | 287.3 | 272.4 | |
Prior to elimination | |||||
Revenues | 10,820.1 | 12,841.9 | 29,446.5 | 36,216.9 | |
Gasoline and distillates | Refining Group | |||||
Revenues | 9,623.1 | 11,244.4 | 25,997.8 | 31,803 | |
Feedstocks and other | Refining Group | |||||
Revenues | 489 | 554.3 | 1,256.6 | 1,341.1 | |
Asphalt and blackoils | Refining Group | |||||
Revenues | 388.1 | 603.9 | 1,176.3 | 1,730 | |
Chemicals | Refining Group | |||||
Revenues | 158.7 | 246.4 | 473.1 | 744.6 | |
Lubricants | Refining Group | |||||
Revenues | $ 66.4 | $ 103.3 | $ 255.4 | $ 325.8 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) subsidiary | Sep. 30, 2022 USD ($) | Dec. 31, 2022 | ||
Income Taxes [Line Items] | ||||||
Percentage of ownership in PBF LLC | [1] | 100% | 100% | 100% | ||
Number Of Subsidiaries Acquired | subsidiary | 2 | |||||
Corporate Alternative Minimum Tax | 15% | |||||
Percent of Excise Tax on Net Stock Repurchases, Energy-Related Tax Credits and Incentives | 1% | |||||
Effective tax rate | 24.50% | 15.30% | 25% | 12.40% | ||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | $ 7,700,000 | $ 27,800,000 | $ 21,500,000 | $ 77,700,000 | ||
Noncontrolling interests, as a percent | 24.30% | 15% | 24.80% | 12% | ||
Uncertain tax position | $ 0 | $ 0 | ||||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract] | ||||||
Current income tax expense | 149,900,000 | $ 85,800,000 | 312,700,000 | $ 150,800,000 | ||
Deferred income tax expense | 104,700,000 | 105,300,000 | 416,300,000 | 165,500,000 | ||
Income tax expense | $ 254,600,000 | $ 191,100,000 | $ 729,000,000 | $ 316,300,000 | ||
PBF Energy Inc. | Class A Common Stock | ||||||
Income Taxes [Line Items] | ||||||
Percentage of ownership in PBF LLC | 99.30% | 99.30% | 99.30% | |||
[1]Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis. |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Defined Benefit Plan, Plan Assets, Amount | $ 18.4 | $ 18.6 |
Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 122 | 35.6 |
Derivative liability, effect of counter-party netting | (122) | (35.6) |
Derivative Liability | 0 | 0 |
Commodity contracts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 110.5 | 20.6 |
Commodity contracts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 11.5 | 11.8 |
Commodity contracts | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, gross carrying value | 0 | 3.2 |
Catalyst financing arrangements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 4 | |
Derivative liability, effect of counter-party netting | 0 | |
Catalyst financing arrangements | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | |
Catalyst financing arrangements | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 4 | |
Catalyst financing arrangements | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | |
Renewable Energy Credit and Emissions Obligation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 453.6 | 1,361.1 |
Derivative liability, effect of counter-party netting | 0 | 0 |
Renewable Energy Credit and Emissions Obligation | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Renewable Energy Credit and Emissions Obligation | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 453.6 | 1,361.1 |
Renewable Energy Credit and Emissions Obligation | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Contingent consideration obligation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 94.7 | 147.3 |
Derivative liability, effect of counter-party netting | 0 | 0 |
Contingent consideration obligation | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Contingent consideration obligation | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Contingent consideration obligation | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 94.7 | 147.3 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 159.2 | 110 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 159.2 | 110 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 125.4 | 49.5 |
Derivative assets, effect of counter-party netting | (122) | (35.6) |
Derivative assets, net carrying value | 3.4 | 13.9 |
Commodity contracts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 103.7 | 33.8 |
Commodity contracts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 18 | 15.7 |
Commodity contracts | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | $ 3.7 | 0 |
Derivatives included within inventory intermediation agreement obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 25.1 | |
Derivative assets, effect of counter-party netting | 0 | |
Derivative assets, net carrying value | 25.1 | |
Derivatives included within inventory intermediation agreement obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 0 | |
Derivatives included within inventory intermediation agreement obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | 25.1 | |
Derivatives included within inventory intermediation agreement obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets, gross carrying value | $ 0 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||||
Transfers out of Level 3 | $ 0 | $ 0 | $ 0 | $ 0 |
Transfers into Level 3 | 0 | 0 | 0 | 0 |
Contingent consideration obligation | ||||
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||||
Balance at beginning of period | 17.5 | 157.6 | 150.5 | 32.3 |
Additions | 0 | 0 | 0 | 0 |
Settlements | 2.5 | 0 | (81.1) | (2.6) |
Unrealized loss included in earnings | 71 | 3 | 21.6 | 130.9 |
Balance at end of period | $ 91 | $ 160.6 | $ 91 | $ 160.6 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, gross | $ 1,301.6 | $ 1,995.1 | |
Current maturities, Carrying value | 0 | (524.2) | |
Unamortized (discount) premium | (3.3) | 0.2 | |
Unamortized deferred financing costs | (55.3) | (36.2) | |
Long-term debt | 1,243 | 1,434.9 | |
Long-term debt, Fair value | 1,255.6 | 1,888.8 | |
Current maturities, Fair value | 0 | (524.2) | |
Long-term debt excluding current maturities, Fair value | 1,255.6 | 1,364.6 | |
2028 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | [1] | 801.6 | 801.6 |
Long-term debt, Fair value | [1] | 754.9 | 703.7 |
2025 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | [1] | 0 | 664.5 |
Long-term debt, Fair value | [1] | 0 | 656 |
PBFX 2023 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 0 | 525 | |
Catalyst financing arrangements | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | [2] | 0 | 4 |
Long-term debt, Fair value | [2] | 0 | 4 |
2030 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | [1] | 500 | 0 |
Long-term debt, Fair value | [1] | 500.7 | 0 |
PBF Logistics LP | PBFX 2023 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | [1] | 0 | 525 |
Long-term debt, Fair value | [1] | $ 0 | $ 525.1 |
[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 were valued using a market approach based upon commodity prices for similar instruments quoted in active markets and were categorized as a Level 2 measurement. The Company elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability was directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Additional Informa
DERIVATIVES (Additional Information) (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) bbl | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) bbl | Sep. 30, 2022 USD ($) | Dec. 31, 2022 bbl | |
Derivative [Line Items] | |||||
Loss on fair value hedge ineffectiveness | $ | $ 0 | $ 0 | $ 0 | $ 0 | |
Crude Oil and Feedstock Inventory | Fair Value Hedging | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 0 | 0 | 1,945,994 | ||
Intermediates and Refined Products Inventory | Fair Value Hedging | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 0 | 0 | 780,734 | ||
Crude Oil Commodity Contract | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 33,007,000 | 33,007,000 | 17,890,000 | ||
Refined Product Commodity Contract | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Derivative, notional amount, volume | 12,173,800 | 12,173,800 | 12,175,200 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Designated as Hedging Instrument | Derivatives included within inventory intermediation agreement obligations | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 0 | $ 25.1 |
Not Designated as Hedging Instrument | Commodity contracts | Accounts receivable | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 3.4 | $ 13.9 |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
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 | Cost of Revenue |
Designated as Hedging Instrument | Derivatives included within inventory intermediation agreement obligations | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | $ (16.6) | $ 17.7 | $ (25.1) | $ 21.1 |
Designated as Hedging Instrument | Intermediates and Refined Products Inventory | Fair Value Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | 16.6 | (17.7) | 25.1 | (21.1) |
Not Designated as Hedging Instrument | Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | $ (28.5) | $ 28.6 | $ 9.7 | $ (23.5) |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 USD ($) refinery | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment refinery reportable_segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | ||||
Segment Reporting Information [Line Items] | ||||||||
Number of reportable segments | reportable_segment | 2 | |||||||
Number of operating refineries | refinery | 6 | 6 | ||||||
Number of operating segments | segment | 2 | |||||||
Revenues | $ 10,733.5 | $ 12,764.6 | $ 29,186.1 | $ 35,984 | ||||
Depreciation and amortization expense | 143.9 | 130.1 | 432.2 | 372.3 | ||||
Income (loss) from operations | 1,077.1 | 1,400 | 2,998.7 | 3,197.6 | ||||
Interest expense, net | 22.7 | 52.7 | 55.2 | 216.6 | ||||
Capital expenditures | 190.2 | 246.8 | 940.3 | 683.7 | ||||
Total assets | 14,692.8 | 14,692.8 | $ 13,549.1 | |||||
Equity method investment in SBR | 940 | 940 | 0 | |||||
Loss (gain) on formation of SBR equity method investment | 3.2 | 0 | (965.7) | 0 | ||||
Renewable Diesel Facility | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Capital expenditures | 35 | 103 | 300.3 | 195 | ||||
Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | (86.6) | (77.3) | (260.4) | (232.9) | ||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | ||||
Income (loss) from operations | 0 | 0 | 0 | 0 | ||||
Interest expense, net | 0 | 0 | 0 | 0 | ||||
Capital expenditures | 0 | 0 | 0 | 0 | ||||
Total assets | (38.3) | (38.3) | (38.2) | |||||
Refining Group | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 10,725.3 | 12,752.3 | 29,159.2 | 35,944.5 | ||||
Refining Group | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 10,725.3 | 12,752.3 | 29,159.2 | 35,944.5 | ||||
Depreciation and amortization expense | 131.2 | 119.1 | 397.1 | 338.9 | ||||
Income (loss) from operations | 1,175.7 | 1,522.9 | 2,157 | 3,552.4 | ||||
Interest expense, net | 10.1 | 3.2 | (0.9) | 11.8 | ||||
Capital expenditures | [1] | 183.7 | 242.4 | 925 | 672.9 | |||
Total assets | 12,890.3 | 12,890.3 | 12,587.9 | |||||
PBF Logistics LP | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 94.8 | 89.6 | 287.3 | 272.4 | ||||
Depreciation and amortization expense | 8.9 | 9 | 27.1 | 27.6 | ||||
Income (loss) from operations | 49.6 | 44.7 | 151.2 | 140.4 | ||||
Interest expense, net | (0.9) | 9.7 | 2.9 | 30 | ||||
Capital expenditures | 3.4 | 1.5 | 8.5 | 4.6 | ||||
Total assets | 812.2 | 812.2 | 863.1 | |||||
Corporate | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Depreciation and amortization expense | 3.8 | 2 | 8 | 5.8 | ||||
Income (loss) from operations | (148.2) | [2] | (167.6) | 690.5 | [2] | (495.2) | ||
Interest expense, net | 13.5 | 39.8 | 53.2 | 174.8 | ||||
Capital expenditures | 3.1 | $ 2.9 | 6.8 | $ 6.2 | ||||
Total assets | $ 1,028.6 | [3] | $ 1,028.6 | [3] | $ 136.3 | |||
[1]For the three and nine months ended September 30, 2023, the Company’s refining segment includes $35.0 million and $300.3 million, respectively, of capital expenditures related to the Renewable Diesel Facility. For the three and nine months ended September 30, 2022, the Company’s refining segment included $103.0 million and $195.0 million, respectively, of capital expenditures related to the Renewable Diesel Facility.[2]Income from operations within Corporate for the three and nine months ended September 30, 2023 includes a loss of $3.2 million and a gain of $965.7 million, respectively, associated with the formation of the SBR equity method investment.[3]Corporate assets include the Company’s Equity method investment in SBR of $940.0 million |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Basic Earnings Per Share: | |||||
Net income attributable to PBF Energy Inc. stockholders | $ 786.4 | $ 1,056.4 | $ 2,188.9 | $ 2,239 | |
Less: Income allocated to participating securities | 0 | 0 | 0 | 0 | |
Income available to PBF Energy Inc. stockholders - basic | $ 786.4 | $ 1,056.4 | $ 2,188.9 | $ 2,239 | |
Denominator for basic net income per Class A common share-weighted average shares (in shares) | [1] | 123,793,179 | 122,113,570 | 125,938,259 | 121,299,726 |
Basic net income attributable to PBF Energy per Class A common share (in usd per share) | $ 6.35 | $ 8.65 | $ 17.38 | $ 18.46 | |
Diluted Earnings Per Share: | |||||
Plus: Net income attributable to noncontrolling interest | [1] | $ 7.6 | $ 9.2 | $ 21 | $ 21.4 |
Less: Income tax expense on net income attributable to noncontrolling interest (1) | [1] | (2) | (2.3) | (5.5) | (5.5) |
Numerator for diluted net income per PBF Energy Class A common share - net income attributable to PBF Energy Inc. stockholders | [1] | $ 792 | $ 1,063.3 | $ 2,204.4 | $ 2,254.9 |
Denominator for basic net income per Class A common share-weighted average shares (in shares) | [1] | 123,793,179 | 122,113,570 | 125,938,259 | 121,299,726 |
Effect of dilutive securities: | |||||
Conversion of PBF LLC Series A Units (in shares) | [2] | 910,494 | 910,457 | 910,469 | 920,529 |
Common stock equivalents (in shares) | [2] | 4,986,702 | 3,561,782 | 4,698,300 | 2,872,678 |
Denominator for diluted net income (loss) per PBF Energy Class A common share-adjusted weighted average shares (in shares) | 129,690,375 | 126,585,809 | 131,547,028 | 125,092,933 | |
Diluted net income attributable to PBF Energy per Class A common share (in usd per share) | $ 6.11 | $ 8.40 | $ 16.76 | $ 18.03 | |
Statutory tax rate | 26% | 25.90% | 26% | 25.90% | |
Stock Options | |||||
Effect of dilutive securities: | |||||
Antidilutive common stock excluded from computation of dilutive earnings per share (in shares) | 2,000 | 3,102,413 | 28,809 | 7,361,773 | |
[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 26.0% estimated annualized statutory corporate tax rate for the three and nine months ended September 30, 2023 and a 25.9% estimated annualized statutory corporate tax rate for the three and nine months ended September 30, 2022), 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 performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 2,000 and 28,809 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and nine months ended September 30, 2023, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 3,102,413 and 7,361,773 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and nine months ended September 30, 2022, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Class A Common Stock - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Nov. 02, 2023 | Nov. 02, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Repurchase Program | ||||
Subsequent Event [Line Items] | ||||
Shares acquired (in shares) | 2,320,179 | 9,031,056 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 115 | $ 382.6 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends declared (in dollars per share) | $ 0.25 | |||
Subsequent Event | Repurchase Program | ||||
Subsequent Event [Line Items] | ||||
Shares acquired (in shares) | 1,045,973 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 49.6 |