Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 333-186007 | |
Entity Registrant Name | PBF HOLDING COMPANY LLC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2198168 | |
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 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 0 | |
Entity Central Index Key | 0001566011 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
PBF Finance Corporation [Member] | ||
Entity Information [Line Items] | ||
Entity File Number | 333-186007-07 | |
Entity Registrant Name | PBF FINANCE CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-2685067 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 100 | |
Entity Central Index Key | 0001566097 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 2,110.1 | $ 1,305.7 | |
Accounts receivable | 1,962.1 | 1,272 | |
Accounts receivable - affiliate | 4.5 | 4.1 | |
Inventories | 2,976.3 | 2,505.1 | |
Prepaid and other current assets | 212 | 71.7 | |
Total current assets | 7,265 | 5,158.6 | |
Property, plant and equipment, net | 4,237.6 | 4,114.8 | |
Deferred charges and other assets, net | 921.6 | 813.8 | |
Total assets | 13,569.7 | 11,289.6 | |
Current liabilities: | |||
Accounts payable | 1,338.2 | 906.3 | |
Accounts payable - affiliate | 47.3 | 61.7 | |
Accrued expenses | 3,948.4 | 2,728.3 | |
Current debt | 1,256.6 | [1] | 0 |
Deferred revenue | 83.2 | 40.3 | |
Total current liabilities | 6,836 | 3,892.1 | |
Long-term debt | 1,459.3 | 3,673.3 | |
Deferred tax liabilities | 14.7 | 24.2 | |
Long-term financing lease liabilities - third party | 63.8 | 70.6 | |
Other long-term liabilities | 268 | 251 | |
Total liabilities | 9,551.9 | 8,876.2 | |
Commitments and contingencies (Note 7) | |||
Equity: | |||
Member’s equity | 2,908.4 | 2,870.2 | |
Retained earnings (accumulated deficit) | 1,079.8 | (489.3) | |
Accumulated other comprehensive income | 18.7 | 20.3 | |
Total PBF Holding Company LLC equity | 4,006.9 | 2,401.2 | |
Noncontrolling interest | 10.9 | 12.2 | |
Total equity | 4,017.8 | 2,413.4 | |
Total liabilities and equity | 13,569.7 | 11,289.6 | |
Third Party Lease [Member] | |||
Current assets: | |||
Lease right of use assets | 702.7 | 717 | |
Current liabilities: | |||
Current operating lease liabilities | 66.6 | 64.8 | |
Long-term operating lease liabilities | 563 | 570.3 | |
Lease with Affiliate [Member] | |||
Current assets: | |||
Lease right of use assets | 442.8 | 485.4 | |
Current liabilities: | |||
Current operating lease liabilities | 95.7 | 90.7 | |
Long-term operating lease liabilities | $ 347.1 | $ 394.7 | |
[1]On July 11, 2022, the Company fully redeemed all of the $1,250.0 million in aggregate principal amount outstanding of its 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”); as such, as of June 30, 2022 this amount was classified as Current debt in the Condensed Consolidated Balance Sheets. Refer to “Note 13 - Subsequent Events” for more details. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 14,064 | $ 6,883.2 | $ 23,192.2 | $ 11,796.4 |
Cost and expenses: | ||||
Cost of products and other | 11,455.8 | 6,171.9 | 19,733.3 | 10,434.9 |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 613.8 | 462.3 | 1,209.4 | 922.5 |
Depreciation and amortization expense | 110.9 | 102.3 | 219.8 | 207 |
Cost of sales | 12,180.5 | 6,736.5 | 21,162.5 | 11,564.4 |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 145.9 | 47.9 | 195.2 | 90.8 |
Depreciation and amortization expense | 1.9 | 3.3 | 3.8 | 6.7 |
Change in fair value of contingent consideration | 77.6 | (5.2) | 127.7 | 24.3 |
Loss (gain) on sale of assets | 0.2 | 0 | 0.3 | (0.6) |
Total cost and expenses | 12,406.1 | 6,782.5 | 21,489.5 | 11,685.6 |
Income from operations | 1,657.9 | 100.7 | 1,702.7 | 110.8 |
Other income (expense): | ||||
Interest expense, net | (75.4) | (69.9) | (143.6) | (139.5) |
Change in fair value of catalyst obligations | 7.2 | 5.8 | 2.3 | (4.2) |
Gain on extinguishment of debt | 3.8 | 0 | 3.8 | 0 |
Other non-service components of net periodic benefit cost | 2.2 | 1.9 | 4.4 | 3.9 |
Income (loss) before income taxes | 1,595.7 | 38.5 | 1,569.6 | (29) |
Income tax benefit | (1.2) | (4.3) | (9.3) | (14.9) |
Net income (loss) | 1,596.9 | 42.8 | 1,578.9 | (14.1) |
Less: net income (loss) attributable to noncontrolling interests | (0.6) | 2.2 | (1.7) | 2.4 |
Net income (loss) attributable to PBF Holding Company LLC | $ 1,597.5 | $ 40.6 | $ 1,580.6 | $ (16.5) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,596.9 | $ 42.8 | $ 1,578.9 | $ (14.1) |
Other comprehensive income (loss): | ||||
Unrealized (loss) gain on available for sale securities | (0.6) | 0.1 | (1.7) | (0.5) |
Net gain on pension and other post-retirement benefits | 0 | 0.2 | 0.1 | 0.4 |
Total other comprehensive income (loss) | (0.6) | 0.3 | (1.6) | (0.1) |
Comprehensive income (loss) | 1,596.3 | 43.1 | 1,577.3 | (14.2) |
Less: comprehensive income (loss) attributable to noncontrolling interests | (0.6) | 2.2 | (1.7) | 2.4 |
Comprehensive income (loss) attributable to PBF Holding Company LLC | $ 1,596.9 | $ 40.9 | $ 1,579 | $ (16.6) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity Statement - USD ($) $ in Millions | Total | Member’s Equity | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (accumulated deficit) | Noncontrolling Interest |
Beginning balance at Dec. 31, 2020 | $ 2,090.8 | $ 2,809.7 | $ (6.1) | $ (723.4) | $ 10.6 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (2) | (2) | |||
Capital contributions from PBF LLC | 18.9 | 18.9 | |||
Distribution of assets to PBF LLC | (0.3) | (0.3) | |||
Stock-based compensation expense | 12.8 | 12.8 | |||
Comprehensive income (loss) | (14.2) | (0.1) | (16.5) | 2.4 | |
Other | (0.7) | (0.7) | |||
Ending balance at Jun. 30, 2021 | 2,105.3 | 2,841.1 | (6.2) | (741.9) | 12.3 |
Beginning balance at Mar. 31, 2021 | 2,048.4 | 2,825.6 | (6.5) | (781.5) | 10.8 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (1) | (1) | |||
Capital contributions from PBF LLC | 8.9 | 8.9 | |||
Distribution of assets to PBF LLC | (0.3) | (0.3) | |||
Stock-based compensation expense | 6.9 | 6.9 | |||
Comprehensive income (loss) | 43.1 | 0.3 | 40.6 | 2.2 | |
Other | (0.7) | (0.7) | |||
Ending balance at Jun. 30, 2021 | 2,105.3 | 2,841.1 | (6.2) | (741.9) | 12.3 |
Beginning balance at Dec. 31, 2021 | 2,413.4 | 2,870.2 | 20.3 | (489.3) | 12.2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (11.5) | (11.5) | |||
Capital contributions from PBF LLC | 25 | 25 | |||
Stock-based compensation expense | 13.2 | 13.2 | |||
Comprehensive income (loss) | 1,577.3 | (1.6) | 1,580.6 | (1.7) | |
Other | 0.4 | 0.4 | |||
Ending balance at Jun. 30, 2022 | 4,017.8 | 2,908.4 | 18.7 | 1,079.8 | 10.9 |
Beginning balance at Mar. 31, 2022 | 2,413.2 | 2,892.8 | 19.3 | (510) | 11.1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (7.7) | (7.7) | |||
Capital contributions from PBF LLC | 9 | 9 | |||
Stock-based compensation expense | 6.6 | 6.6 | |||
Comprehensive income (loss) | 1,596.3 | (0.6) | 1,597.5 | (0.6) | |
Other | 0.4 | 0.4 | |||
Ending balance at Jun. 30, 2022 | $ 4,017.8 | $ 2,908.4 | $ 18.7 | $ 1,079.8 | $ 10.9 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,578.9 | $ (14.1) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 233.5 | 221.3 |
Stock-based compensation | 14.5 | 14 |
Change in fair value of catalyst obligations | (2.3) | 4.2 |
Deferred income taxes | (9.3) | (13.8) |
Non-cash change in inventory repurchase obligations | (3.4) | 42.2 |
Non-cash lower of cost or market inventory adjustment | 0 | (669.6) |
Change in fair value of contingent consideration | 127.7 | 24.3 |
Gain on extinguishment of debt | (3.8) | 0 |
Pension and other post-retirement benefit costs | 23.8 | 25.3 |
Loss (gain) on sale of assets | 0.3 | (0.6) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (690) | (501.1) |
Due to/from affiliates | (14.8) | 6.5 |
Inventories | (471.3) | (280.4) |
Prepaid and other current assets | (140.3) | (82.4) |
Accounts payable | 398.5 | 373.4 |
Accrued expenses | 1,100 | 892.5 |
Deferred revenue | 42.8 | (18.8) |
Other assets and liabilities | (28.6) | (46) |
Net cash provided by (used in) operating activities | 2,156.2 | (23.1) |
Cash flows from investing activities: | ||
Expenditures for property, plant and equipment | (223.4) | (81.1) |
Expenditures for deferred turnaround costs | (166.8) | (38.5) |
Expenditures for other assets | (43.6) | (16.5) |
Net cash used in investing activities | (433.8) | (136.1) |
Cash flows from financing activities: | ||
Contributions from PBF LLC | 25 | 18.9 |
Repayments of Long-term Debt | (25.9) | |
Repayments of revolver borrowings | (900) | 0 |
Payments on financing leases | (5.7) | (7.1) |
Proceeds from insurance premium financing | 32.4 | 28 |
Deferred financing costs and other | (32.2) | 0.4 |
Net cash (used in) provided by financing activities | (918) | 33.8 |
Net change in cash and cash equivalents | 804.4 | (125.4) |
Cash and cash equivalents, beginning of period | 1,305.7 | 1,570.1 |
Cash and cash equivalents, end of period | 2,110.1 | 1,444.7 |
Non-cash activities: | ||
Accrued and unpaid capital expenditures | 118.9 | 45.5 |
Assets acquired or remeasured under operating and financing leases | 31.3 | (127.9) |
Cash paid during the period for: | ||
Interest (net of capitalized interest of $9.2 million and $4.8 million in 2022 and 2021, respectively) | 131 | 130.7 |
Income taxes | 0.8 | 0.6 |
2028 Senior Notes | ||
Cash flows from financing activities: | ||
Repayments of Long-term Debt | (21.1) | 0 |
2025 Senior Notes | ||
Cash flows from financing activities: | ||
Repayments of Long-term Debt | (4.8) | 0 |
Rail Term Loan [Member] | ||
Cash flows from financing activities: | ||
Repayments of Long-term Debt | 0 | (3.7) |
Members | ||
Cash flows from financing activities: | ||
Payments of Capital Distribution | (11.6) | (2) |
Collins Pipeline Company and T&M Terminal Company | ||
Cash flows from financing activities: | ||
Payments of Capital Distribution | $ 0 | $ (0.7) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 9.2 | $ 4.8 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company, and PBF Finance Corporation (“PBF Finance”), a wholly-owned subsidiary of PBF Holding, together with the Company’s consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.3% of the outstanding economic interest in, PBF LLC as of June 30, 2022. PBF Investments LLC, Toledo Refining Company LLC, Paulsboro Refining Company LLC (“PRC”), Delaware City Refining Company LLC (“DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and Martinez Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”. PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBF Logistics LP (“PBFX”). PBF GP is wholly-owned by PBF LLC. In a series of transactions, PBF Holding has distributed certain assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 6 - Related Party Transactions”). 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 Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. Recently Adopted Accounting Guidance |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | CURRENT EXPECTED CREDIT LOSSES Credit Losses The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk. The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of June 30, 2022 or December 31, 2021. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: June 30, 2022 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 1,232.4 $ 220.0 $ 1,452.4 Refined products and blendstocks 1,026.7 352.2 1,378.9 Warehouse stock and other 145.0 — 145.0 $ 2,404.1 $ 572.2 $ 2,976.3 Lower of cost or market adjustment — — — Total inventories $ 2,404.1 $ 572.2 $ 2,976.3 December 31, 2021 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 953.5 $ 151.4 $ 1,104.9 Refined products and blendstocks 964.6 293.8 1,258.4 Warehouse stock and other 141.8 — 141.8 $ 2,059.9 $ 445.2 $ 2,505.1 Lower of cost or market adjustment — — — Total inventories $ 2,059.9 $ 445.2 $ 2,505.1 On October 25, 2021, PBF Holding and its subsidiaries, DCR, PRC and Chalmette Refining (collectively, the “PBF Entities”), entered into a third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”), pursuant to which the terms of the existing inventory intermediation agreements were amended and restated in their entirety, including, among other things, pricing and an extension of terms. The Third Inventory Intermediation Agreement extends the term to December 31, 2024, which term may be further extended by mutual consent of the parties to December 31, 2025. On May 25, 2022, the PBF Entities entered into an amendment of the Third Inventory Intermediation Agreement to amend certain provisions thereof that related to and were impacted by amendments made on May 25, 2022 to the Revolving Credit Agreement (as defined below). Pursuant to the Third Inventory Intermediation Agreement, J. Aron will continue to purchase and hold title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the “Refineries”) and delivered into storage tanks at the Refineries (the “Storage Tanks”). The J. Aron Products are sold back to the Company as the J. Aron Products are discharged out of the Storage Tanks. These purchases and sales are settled daily, and pricing is trued-up monthly at the market prices related to those J. Aron Products. These transactions are considered to be made in contemplation of each other and, accordingly, do not result in the recognition of a sale when title passes from the Refineries to J. Aron. Additionally, J. Aron has the right to store the J. Aron Products purchased in Storage Tanks under the Third Inventory Intermediation Agreement and will retain these storage rights for the term of the agreement. PBF Holding continues to market and sell the J. Aron Products independently to third parties. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: (in millions) June 30, 2022 December 31, 2021 Inventory-related accruals $ 1,534.6 $ 959.9 Renewable energy credit and emissions obligations (a) 1,325.6 953.9 Inventory intermediation agreement (b) 365.0 280.1 Accrued salaries and benefits 119.3 57.1 Excise and sales tax payable 115.4 112.3 Accrued transportation costs 110.6 91.0 Contingent consideration 90.9 — Accrued utilities 74.5 73.0 Accrued capital expenditures 66.3 62.6 Accrued refinery maintenance and support costs 39.2 55.8 Accrued interest 33.2 32.8 Environmental liabilities 13.7 14.3 Current finance lease liabilities 11.4 11.1 Customer deposits 5.1 3.5 Other 43.6 20.9 Total accrued expenses $ 3,948.4 $ 2,728.3 __________________________ (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. The Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of June 30, 2022, the Company had entered into $899.4 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Currently, our obligations are anticipated to require settlement in 2023. The Company’s AB 32 liability is part of a triennial period program which will be settled through 2024. (b) The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Inventory Intermediation Agreement with J. Aron. As of June 30, 2022 and December 31, 2021, a liability is recognized for the Inventory Intermediation Agreement and is recorded at market price for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. |
CREDIT FACILITIES AND DEBT
CREDIT FACILITIES AND DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND DEBT | CREDIT FACILITIES AND DEBT Debt outstanding consists of the following: (in millions) June 30, 2022 December 31, 2021 2025 Senior Secured Notes (1) $ 1,250.0 $ 1,250.0 2028 Senior Notes 801.6 826.5 2025 Senior Notes 664.5 669.5 Revolving Credit Facility — 900.0 Catalyst financing arrangements 56.2 58.4 2,772.3 3,704.4 Less — Current debt (1) (1,256.6) — Unamortized premium 0.4 0.5 Unamortized deferred financing costs (56.8) (31.6) Long-term debt $ 1,459.3 $ 3,673.3 (1) On July 11, 2022, the Company fully redeemed all of the $1,250.0 million in aggregate principal amount outstanding of its 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”); as such, as of June 30, 2022 this amount was classified as Current debt in the Condensed Consolidated Balance Sheets. Refer to “Note 13 - Subsequent Events” for more details. Revolving Credit Facility On May 25, 2022, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment of its existing asset-based revolving credit agreement (the “Revolving Credit Agreement”), among PBF Holding, Bank of America, National Association as administrative agent, and certain other lenders. Among other things, the Revolving Credit Agreement amended and extended PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) through January 2025 and increased the maximum commitment to $4.3 billion through May 2023 (currently set to adjust to $2.75 billion in May 2023 through January 2025). The amendments also redefine certain components of the Borrowing Base (as defined in the Revolving Credit Agreement) to reflect the existence of two tranches, tranche A which is comprised of existing lenders who have not elected to extend and whose commitments retain the existing maturity date under the existing revolving credit agreement of May 2, 2023 (the “Tranche A Commitments”) and tranche B, which is comprised of existing and new lenders whose commitments have an extended maturity date of January 31, 2025 (the “Tranche B Commitments”). The Tranche A Commitments total $1.55 billion and the Tranche B Commitments total $2.75 billion. The amendments also include changes to incorporate the adoption of Secured Overnight Financing Rate (“SOFR”) as a replacement of LIBOR, changes to joint lead arrangers, bookrunners, syndication agents and other titles, and other changes related to the foregoing. In addition, an accordion feature allows for additional Tranche B Commitments of up to an additional $500.0 million plus an amount equal to the Tranche A Commitments for existing Tranche A lenders. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Term SOFR Rate plus the Applicable Margin (all as defined in the Revolving Credit Agreement). The Applicable Margin ranges from 0.25% to 1.00% for Alternative Base Rate Loans and from 1.25% to 2.00% for Term SOFR Loans, in each case depending on the Company’s corporate credit rating. In addition, the LC Participation Fee ranges from 1.00% to 1.75% depending on the Company’s corporate credit rating and the Fronting Fee is capped at 0.25%. The Revolving Credit Agreement contains customary covenants and restrictions on the activities of PBF Holding and its subsidiaries, including, but not limited to, limitations on incurring additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers and acquisitions, prepayment of other debt, distributions, dividends and the repurchase of capital stock, transactions with affiliates and the ability of PBF Holding to change the nature of its business or its fiscal year; all as defined in the Revolving Credit Agreement. In addition, the Revolving Credit Agreement has a financial covenant which requires that if at any time Excess Availability, as defined in the Revolving Credit Agreement, is less than the greater of (i) 10% of the lesser of the then existing Borrowing Base and the then aggregate Revolving Commitments of the Lenders (the “Financial Covenant Testing Amount”), and (ii) $100.0 million, and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and $100.0 million for a period of 12 or more consecutive days, PBF Holding will not permit the Consolidated Fixed Charge Coverage Ratio, as defined in the Revolving Credit Agreement and determined as of the last day of the most recently completed quarter, to be less than 1 to 1. As of June 30, 2022, the Company is in compliance with all covenants in the Revolving Credit Agreement, including financial covenants. PBF Holding’s obligations under the Revolving Credit Facility are (a) guaranteed by each of its domestic operating subsidiaries that are not Excluded Subsidiaries (as defined in the Revolving Credit Agreement) and (b) secured by a lien on (i) PBF LLC’s equity interest in PBF Holding and (ii) certain assets of PBF Holding and the subsidiary guarantors, including all deposit accounts (other than zero balance accounts, cash collateral accounts, trust accounts and/or payroll accounts, all of which are excluded from the definition of collateral), all accounts receivable, all hydrocarbon inventory (other than the J. Aron Products owned by J. Aron pursuant to the Third Inventory Intermediation Agreement) and to the extent evidencing, governing, securing or otherwise related to the foregoing, all general intangibles, chattel paper, instruments, documents, letter of credit rights and supporting obligations; and all products and proceeds of the foregoing. Extinguishment of Debt During the three months ended June 30, 2022, the Company made a number of open market repurchases of its 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”) and 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”) that resulted in the extinguishment of $24.9 million in principal of the 2028 Senior Notes and $5.0 million in principal of the 2025 Senior Notes. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, totaled $25.9 million and the Company recognized a $3.8 million gain on the extinguishment of debt during the three and six months ended June 30, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions and Agreements with PBFX The Company entered into agreements with PBFX that establish fees for certain general and administrative services, and operational and maintenance services provided by the Company to PBFX. In addition, the Company executed terminal, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include: Contribution Agreements Immediately prior to the closing of certain contribution agreements, which PBF LLC entered into with PBFX (collectively referred to as the “Contribution Agreements”), the Company contributed certain assets to PBF LLC. PBF LLC in turn contributed those assets to PBFX pursuant to the Contribution Agreements. Certain proceeds received by PBF LLC from PBFX in accordance with the Contribution Agreements were subsequently contributed by PBF LLC to the Company. Commercial Agreements The Company has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements, the majority of which include a minimum volume commitment (“MVC”) and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to the Company and the Company has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The Company believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below) with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. Other Agreements In addition to the commercial agreements described above, the Company has entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which has been amended and restated in connection with certain Contribution Agreements (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. Additionally, the Company and certain of its subsidiaries have entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which the Company and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses the Company for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service upon 30-days’ notice. Refer to the Company’s 2021 Annual Report on Form 10-K (“Note 11 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the agreements with PBFX that were entered into prior to 2022. The following table reflects activity during 2022 related to commercial agreements between PBF Holding and PBFX: Agreement Initiation Date Initial Term Renewal MVC Force Majeure Transportation and Terminaling Toledo Truck Unloading & Terminaling Agreement (a) 4/1/2022 9 months Evergreen See note (b) PBF Holding or PBFX can declare ___________________ (a) This commercial agreement with PBFX is considered a lease. (b) The MVC is 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC will decrease to 1,000 bpd. Summary of Transactions with PBFX A summary of the Company’s affiliate transactions with PBFX is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Reimbursements under affiliate agreements: Services Agreement $ 2.1 $ 2.1 $ 4.3 $ 4.3 Omnibus Agreement 2.3 1.9 4.1 3.7 Total expenses under affiliate agreements 79.6 75.1 155.6 151.0 Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
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 $114.5 million as of June 30, 2022 ($118.5 million as of December 31, 2021), and related primarily to remediation obligations to address existing soil and groundwater contamination and the related monitoring and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to our remediation approach are identified. The current portion of the environmental liability is recorded in Accrued expenses 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 $154.2 million and $155.3 million at June 30, 2022 and December 31, 2021, respectively, of which $140.5 million and $141.0 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 includes 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”). The Company recorded the acquisition date fair value of the earn-out provision as contingent consideration within “Other long-term liabilities” within the Company’s Condensed Consolidated Balance Sheets. 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 $157.1 million as of June 30, 2022 (of which $90.9 million is included within “Accrued expenses”) and $29.4 million as of December 31, 2021 (all of which was included within “Other long-term liabilities”) on the Company’s Condensed Consolidated Balance Sheets. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, Six Months Ended June 30, Pension Benefits 2022 2021 2022 2021 Components of net periodic benefit cost: Service cost $ 13.9 $ 14.3 $ 27.8 $ 28.7 Interest cost 1.9 1.4 3.9 2.7 Expected return on plan assets (4.3) (3.5) (8.7) (7.1) Net periodic benefit cost $ 11.5 $ 12.2 $ 23.0 $ 24.3 (in millions) Three Months Ended June 30, Six Months Ended June 30, Post-Retirement Medical Plan 2022 2021 2022 2021 Components of net periodic benefit cost: Service cost $ 0.2 $ 0.1 $ 0.4 $ 0.5 Interest cost 0.2 — 0.3 0.1 Amortization of prior service cost and actuarial loss — 0.2 0.1 0.4 Net periodic benefit cost $ 0.4 $ 0.3 $ 0.8 $ 1.0 |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
REVENUES | REVENUES The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented: Three Months Ended June 30, (in millions) 2022 2021 Gasoline and distillates $ 12,520.9 $ 5,990.6 Asphalt and blackoils 667.2 298.4 Feedstocks and other 451.9 290.6 Chemicals 291.2 230.4 Lubricants 132.8 73.2 Total Revenues $ 14,064.0 $ 6,883.2 Six Months Ended June 30, (in millions) 2022 2021 Gasoline and distillates $ 20,558.6 $ 10,220.7 Asphalt and blackoils 1,126.1 513.8 Feedstocks and other 786.8 502.9 Chemicals 498.2 425.1 Lubricants 222.5 133.9 Total Revenues $ 23,192.2 $ 11,796.4 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 Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. 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 $83.2 million and $40.3 million as of June 30, 2022 and December 31, 2021, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations. The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes. Accordingly, there is generally no benefit or expense for federal or state income tax in the PBF Holding financial statements apart from the income tax attributable to the two subsidiaries acquired in connection with the acquisition of Chalmette Refining and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited, which are treated as C-Corporations for income tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented. The reported income tax provision in the PBF Holding Condensed Consolidated Statements of Operations consists of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Current income tax expense (benefit) $ — $ 0.1 $ — $ (1.1) Deferred income tax benefit (1.2) (4.4) (9.3) (13.8) Total income tax benefit $ (1.2) $ (4.3) $ (9.3) $ (14.9) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2022 and December 31, 2021. The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets. As of June 30, 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 $ 11.0 $ — $ — $ 11.0 N/A $ 11.0 Commodity contracts 98.4 2.2 — 100.6 (100.6) — Derivatives included with inventory intermediation agreement obligations — 23.1 — 23.1 — 23.1 Liabilities: Commodity contracts 119.8 — — 119.8 (100.6) 19.2 Catalyst obligations — 56.2 — 56.2 — 56.2 Renewable energy credit and emissions obligations — 1,325.6 — 1,325.6 — 1,325.6 Contingent consideration obligation — — 157.1 157.1 — 157.1 As of December 31, 2021 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 $ 260.9 $ — $ — $ 260.9 N/A $ 260.9 Commodity contracts 71.5 — — 71.5 (71.5) — Derivatives included with inventory intermediation agreement obligations — 19.7 — 19.7 — 19.7 Liabilities: Commodity contracts 79.7 3.8 — 83.5 (71.5) 12.0 Catalyst obligations — 58.4 — 58.4 — 58.4 Renewable energy credit and emissions obligations — 953.9 — 953.9 — 953.9 Contingent consideration obligation — — 29.4 29.4 — 29.4 The valuation methods used to measure financial instruments at fair value are as follows: • Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents. • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets. • The derivatives included with inventory intermediation agreement obligations and the catalyst obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets. • Renewable energy credit and emissions obligations primarily represent our liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy our obligation to blend biofuels into the products we produce and (ii) emission credits under the AB 32 and similar programs (collectively, the cap-and-trade systems). To the degree we are unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, we must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, we must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on our deficit for such credits as of the balance sheet date, if any, after considering any credits acquired or under contract, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based on quoted prices from an independent pricing service. • When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps are derived using broker quotes, prices from other third-party sources and other available market based data. • The contingent consideration obligations at June 30, 2022 and December 31, 2021 are categorized in Level 3 of the fair value hierarchy and are 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 June 30, 2022 and December 31, 2021, $19.2 million and $20.7 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets. The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Balance at beginning of period $ 79.5 $ 29.5 $ 29.4 $ — Additions — — — — Settlements — — — — Unrealized loss (gain) included in earnings 77.6 (5.2) 127.7 24.3 Balance at end of period $ 157.1 $ 24.3 $ 157.1 $ 24.3 There were no transfers between levels during the three and six months ended June 30, 2022 or the three and six months ended June 30, 2021. Fair value of debt The table below summarizes the carrying value and fair value of debt as of June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 (in millions) Carrying Fair Carrying Fair 2025 Senior Secured Notes (a) $ 1,250.0 $ 1,307.3 $ 1,250.0 $ 1,192.7 2028 Senior Notes (a) 801.6 670.0 826.5 520.9 2025 Senior Notes (a) 664.5 621.2 669.5 475.9 Revolving Credit Facility (b) — — 900.0 900.0 Catalyst financing arrangements (c) 56.2 56.2 58.4 58.4 2,772.3 2,654.7 3,704.4 3,147.9 Less - Current debt (1,256.6) (1,256.6) — — Unamortized premium 0.4 n/a 0.5 n/a Less - Unamortized deferred financing costs (56.8) n/a (31.6) n/a Long-term debt $ 1,459.3 $ 1,398.1 $ 3,673.3 $ 3,147.9 (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. |
DERIVATIVES
DERIVATIVES | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company entered into the Third Inventory Intermediation Agreement that contain purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of June 30, 2022 and December 31, 2021, there were 2,741,075 and 2,081,783 barrels of crude oil and feedstocks outstanding under these derivative instruments designated as fair value hedges, respectively. As of June 30, 2022, there were 2,070,706 barrels of intermediates and refined products (2,070,550 barrels at December 31, 2021) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract. The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2022, there were 37,209,000 barrels of crude oil and 3,695,000 barrels of refined products (36,246,000 and 5,819,000, respectively, as of December 31, 2021), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts. The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging , and therefore does not record them at fair value. The following tables provide information regarding the fair values of derivative instruments as of June 30, 2022 and December 31, 2021, 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: June 30, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 23.1 December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 19.7 Derivatives not designated as hedging instruments: June 30, 2022: Commodity contracts Accounts receivable $ (19.2) December 31, 2021: Commodity contracts Accounts receivable $ (12.0) The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the 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 June 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (37.3) For the three months ended June 30, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (34.2) For the six months ended June 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 3.4 For the six months ended June 30, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (42.2) Derivatives not designated as hedging instruments: For the three months ended June 30, 2022: Commodity contracts Cost of products and other $ (25.2) For the three months ended June 30, 2021: Commodity contracts Cost of products and other $ (19.7) For the six months ended June 30, 2022: Commodity contracts Cost of products and other $ (52.1) For the six months ended June 30, 2021: Commodity contracts Cost of products and other $ (34.5) Hedged items designated in fair value hedges: For the three months ended June 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ 37.3 For the three months ended June 30, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ 34.2 For the six months ended June 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (3.4) For the six months ended June 30, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ 42.2 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Extinguishment of Debt On July 11, 2022, the Company exercised its rights under the indenture governing the 2025 Senior Secured Notes to redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625% of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The 2025 Senior Secured Notes are reflected as Current debt on the Condensed Consolidated Balance Sheets and the redemption was financed using cash on hand as of June 30, 2022. The difference between the carrying value of the 2025 Senior Secured Notes on the date they were redeemed and the amount for which they were redeemed was $70.4 million and will be recorded as a Loss on extinguishment of debt in the Consolidated Statements of Operations in the third quarter of 2022. In July 2022, the Company settled one of its precious metal financing arrangements at its Torrance refinery with cash on hand as of June 30, 2022. The related financing obligation of approximately $6.7 million is included in Current debt in the Condensed Consolidated Balance Sheets as of June 30, 2022. Pending PBFX Merger On July 27, 2022, PBF Energy and PBF LLC entered into a definitive agreement with PBFX (the “Merger Agreement”) (the Merger Agreement and the transactions contemplated thereby are referred to herein as the “Merger Transaction”) pursuant to which PBF Energy and PBF LLC will acquire all of the publicly held common units in PBFX representing limited partner interests in the publicly-traded master limited partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates. The consideration to the PBFX common unitholders (other than PBF Energy and its affiliates) under the Merger Transaction consists of cash and PBF Energy Class A common stock. The holders of each outstanding PBFX common unit will receive cash consideration of $9.25 and 0.27 shares of PBF Energy Class A common stock for each PBFX common unit. PBF Energy and PBF LLC, as the beneficial owners of 47.7% of PBFX’s outstanding common units, have committed to vote such units to approve the transaction. The terms of the Merger Transaction were unanimously approved by the conflicts committee (the “Conflicts Committee”) of the Board of Directors (the “PBFX Board”) of PBFX’s general partner and by the PBFX Board based on the unanimous approval and recommendation of the Conflicts Committee, which is comprised entirely of independent directors. Upon closing, PBFX will become an indirect wholly-owned subsidiary of PBF Energy and PBF LLC. The Merger Transaction is subject to regulatory approval and customary closing conditions and the approval of the PBFX common unit holders (including PBF Energy); it is expected to close in the fourth quarter of 2022, however there can be no assurance that the Merger Transaction will be consummated in the anticipated timeframe, on the contemplated terms or at all. |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting GuidanceIn March 2020, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting”. The amendments in this ASU provide optional guidance to alleviate the burden in accounting for reference rate reform, by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions affected by the expected market transition from London Interbank Offered Rate (“LIBOR”) and other interbank rates. The Company’s adoption of this guidance did not have, and is not anticipated to have, a material impact on its Consolidated Financial Statements and related disclosures. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following: June 30, 2022 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 1,232.4 $ 220.0 $ 1,452.4 Refined products and blendstocks 1,026.7 352.2 1,378.9 Warehouse stock and other 145.0 — 145.0 $ 2,404.1 $ 572.2 $ 2,976.3 Lower of cost or market adjustment — — — Total inventories $ 2,404.1 $ 572.2 $ 2,976.3 December 31, 2021 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 953.5 $ 151.4 $ 1,104.9 Refined products and blendstocks 964.6 293.8 1,258.4 Warehouse stock and other 141.8 — 141.8 $ 2,059.9 $ 445.2 $ 2,505.1 Lower of cost or market adjustment — — — Total inventories $ 2,059.9 $ 445.2 $ 2,505.1 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: (in millions) June 30, 2022 December 31, 2021 Inventory-related accruals $ 1,534.6 $ 959.9 Renewable energy credit and emissions obligations (a) 1,325.6 953.9 Inventory intermediation agreement (b) 365.0 280.1 Accrued salaries and benefits 119.3 57.1 Excise and sales tax payable 115.4 112.3 Accrued transportation costs 110.6 91.0 Contingent consideration 90.9 — Accrued utilities 74.5 73.0 Accrued capital expenditures 66.3 62.6 Accrued refinery maintenance and support costs 39.2 55.8 Accrued interest 33.2 32.8 Environmental liabilities 13.7 14.3 Current finance lease liabilities 11.4 11.1 Customer deposits 5.1 3.5 Other 43.6 20.9 Total accrued expenses $ 3,948.4 $ 2,728.3 __________________________ (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. The Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of June 30, 2022, the Company had entered into $899.4 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Currently, our obligations are anticipated to require settlement in 2023. The Company’s AB 32 liability is part of a triennial period program which will be settled through 2024. (b) The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Inventory Intermediation Agreement with J. Aron. As of June 30, 2022 and December 31, 2021, a liability is recognized for the Inventory Intermediation Agreement and is recorded at market price for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. |
CREDIT FACILITIES AND DEBT (Tab
CREDIT FACILITIES AND DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt outstanding consists of the following: (in millions) June 30, 2022 December 31, 2021 2025 Senior Secured Notes (1) $ 1,250.0 $ 1,250.0 2028 Senior Notes 801.6 826.5 2025 Senior Notes 664.5 669.5 Revolving Credit Facility — 900.0 Catalyst financing arrangements 56.2 58.4 2,772.3 3,704.4 Less — Current debt (1) (1,256.6) — Unamortized premium 0.4 0.5 Unamortized deferred financing costs (56.8) (31.6) Long-term debt $ 1,459.3 $ 3,673.3 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table reflects activity during 2022 related to commercial agreements between PBF Holding and PBFX: Agreement Initiation Date Initial Term Renewal MVC Force Majeure Transportation and Terminaling Toledo Truck Unloading & Terminaling Agreement (a) 4/1/2022 9 months Evergreen See note (b) PBF Holding or PBFX can declare ___________________ (a) This commercial agreement with PBFX is considered a lease. (b) The MVC is 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC will decrease to 1,000 bpd. A summary of the Company’s affiliate transactions with PBFX is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Reimbursements under affiliate agreements: Services Agreement $ 2.1 $ 2.1 $ 4.3 $ 4.3 Omnibus Agreement 2.3 1.9 4.1 3.7 Total expenses under affiliate agreements 79.6 75.1 155.6 151.0 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, Six Months Ended June 30, Pension Benefits 2022 2021 2022 2021 Components of net periodic benefit cost: Service cost $ 13.9 $ 14.3 $ 27.8 $ 28.7 Interest cost 1.9 1.4 3.9 2.7 Expected return on plan assets (4.3) (3.5) (8.7) (7.1) Net periodic benefit cost $ 11.5 $ 12.2 $ 23.0 $ 24.3 (in millions) Three Months Ended June 30, Six Months Ended June 30, Post-Retirement Medical Plan 2022 2021 2022 2021 Components of net periodic benefit cost: Service cost $ 0.2 $ 0.1 $ 0.4 $ 0.5 Interest cost 0.2 — 0.3 0.1 Amortization of prior service cost and actuarial loss — 0.2 0.1 0.4 Net periodic benefit cost $ 0.4 $ 0.3 $ 0.8 $ 1.0 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Schedule of Revenues from External Customers | The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented: Three Months Ended June 30, (in millions) 2022 2021 Gasoline and distillates $ 12,520.9 $ 5,990.6 Asphalt and blackoils 667.2 298.4 Feedstocks and other 451.9 290.6 Chemicals 291.2 230.4 Lubricants 132.8 73.2 Total Revenues $ 14,064.0 $ 6,883.2 Six Months Ended June 30, (in millions) 2022 2021 Gasoline and distillates $ 20,558.6 $ 10,220.7 Asphalt and blackoils 1,126.1 513.8 Feedstocks and other 786.8 502.9 Chemicals 498.2 425.1 Lubricants 222.5 133.9 Total Revenues $ 23,192.2 $ 11,796.4 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax provision (benefit) | The reported income tax provision in the PBF Holding Condensed Consolidated Statements of Operations consists of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Current income tax expense (benefit) $ — $ 0.1 $ — $ (1.1) Deferred income tax benefit (1.2) (4.4) (9.3) (13.8) Total income tax benefit $ (1.2) $ (4.3) $ (9.3) $ (14.9) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2022 and December 31, 2021. The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets. As of June 30, 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 $ 11.0 $ — $ — $ 11.0 N/A $ 11.0 Commodity contracts 98.4 2.2 — 100.6 (100.6) — Derivatives included with inventory intermediation agreement obligations — 23.1 — 23.1 — 23.1 Liabilities: Commodity contracts 119.8 — — 119.8 (100.6) 19.2 Catalyst obligations — 56.2 — 56.2 — 56.2 Renewable energy credit and emissions obligations — 1,325.6 — 1,325.6 — 1,325.6 Contingent consideration obligation — — 157.1 157.1 — 157.1 As of December 31, 2021 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 $ 260.9 $ — $ — $ 260.9 N/A $ 260.9 Commodity contracts 71.5 — — 71.5 (71.5) — Derivatives included with inventory intermediation agreement obligations — 19.7 — 19.7 — 19.7 Liabilities: Commodity contracts 79.7 3.8 — 83.5 (71.5) 12.0 Catalyst obligations — 58.4 — 58.4 — 58.4 Renewable energy credit and emissions obligations — 953.9 — 953.9 — 953.9 Contingent consideration obligation — — 29.4 29.4 — 29.4 |
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 June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Balance at beginning of period $ 79.5 $ 29.5 $ 29.4 $ — Additions — — — — Settlements — — — — Unrealized loss (gain) included in earnings 77.6 (5.2) 127.7 24.3 Balance at end of period $ 157.1 $ 24.3 $ 157.1 $ 24.3 |
Schedule of Fair value of Debt | The table below summarizes the carrying value and fair value of debt as of June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 (in millions) Carrying Fair Carrying Fair 2025 Senior Secured Notes (a) $ 1,250.0 $ 1,307.3 $ 1,250.0 $ 1,192.7 2028 Senior Notes (a) 801.6 670.0 826.5 520.9 2025 Senior Notes (a) 664.5 621.2 669.5 475.9 Revolving Credit Facility (b) — — 900.0 900.0 Catalyst financing arrangements (c) 56.2 56.2 58.4 58.4 2,772.3 2,654.7 3,704.4 3,147.9 Less - Current debt (1,256.6) (1,256.6) — — Unamortized premium 0.4 n/a 0.5 n/a Less - Unamortized deferred financing costs (56.8) n/a (31.6) n/a Long-term debt $ 1,459.3 $ 1,398.1 $ 3,673.3 $ 3,147.9 (a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes. (b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following tables provide information regarding the fair values of derivative instruments as of June 30, 2022 and December 31, 2021, 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: June 30, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 23.1 December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 19.7 Derivatives not designated as hedging instruments: June 30, 2022: Commodity contracts Accounts receivable $ (19.2) December 31, 2021: Commodity contracts Accounts receivable $ (12.0) |
Schedule of Derivative Instruments, Gain (Loss) Recognized in Income | The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the 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 June 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (37.3) For the three months ended June 30, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (34.2) For the six months ended June 30, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 3.4 For the six months ended June 30, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ (42.2) Derivatives not designated as hedging instruments: For the three months ended June 30, 2022: Commodity contracts Cost of products and other $ (25.2) For the three months ended June 30, 2021: Commodity contracts Cost of products and other $ (19.7) For the six months ended June 30, 2022: Commodity contracts Cost of products and other $ (52.1) For the six months ended June 30, 2021: Commodity contracts Cost of products and other $ (34.5) Hedged items designated in fair value hedges: For the three months ended June 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ 37.3 For the three months ended June 30, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ 34.2 For the six months ended June 30, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (3.4) For the six months ended June 30, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ 42.2 |
DESCRIPTION OF THE BUSINESS A_3
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) | Jun. 30, 2022 |
PBF Energy [Member] | Class A Common Stock [Member] | |
Description of Business [Line Items] | |
Percentage of ownership in PBF LLC | 99.30% |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | |||||||
Crude oil and feedstocks | $ 1,452.4 | $ 1,452.4 | $ 1,104.9 | ||||
Refined products and blendstocks | 1,378.9 | 1,378.9 | 1,258.4 | ||||
Warehouse stock and other | 145 | 145 | 141.8 | ||||
Inventory, Gross | 2,976.3 | 2,976.3 | 2,505.1 | ||||
Lower of cost or market adjustment | 0 | 0 | 0 | ||||
Total inventories | 2,976.3 | 2,976.3 | 2,505.1 | ||||
Income (Loss) from Operations | 1,657.9 | $ 100.7 | 1,702.7 | $ 110.8 | |||
Scenario, Adjustment [Member] | |||||||
Inventory [Line Items] | |||||||
Lower of cost or market adjustment | 0 | 0 | 0 | 0 | 0 | $ (264) | $ (669.6) |
Income (Loss) from Operations | $ 264 | $ 669.6 | |||||
Titled Inventory | |||||||
Inventory [Line Items] | |||||||
Crude oil and feedstocks | 1,232.4 | 1,232.4 | 953.5 | ||||
Refined products and blendstocks | 1,026.7 | 1,026.7 | 964.6 | ||||
Warehouse stock and other | 145 | 145 | 141.8 | ||||
Inventory, Gross | 2,404.1 | 2,404.1 | 2,059.9 | ||||
Lower of cost or market adjustment | 0 | 0 | 0 | ||||
Total inventories | 2,404.1 | 2,404.1 | 2,059.9 | ||||
Inventory Intermediation Agreement | |||||||
Inventory [Line Items] | |||||||
Crude oil and feedstocks | 220 | 220 | 151.4 | ||||
Refined products and blendstocks | 352.2 | 352.2 | 293.8 | ||||
Warehouse stock and other | 0 | 0 | 0 | ||||
Inventory, Gross | 572.2 | 572.2 | 445.2 | ||||
Lower of cost or market adjustment | 0 | 0 | 0 | ||||
Total inventories | $ 572.2 | $ 572.2 | $ 445.2 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Expenses: | |||
Inventory-related accruals | $ 1,534.6 | $ 959.9 | |
Renewable energy credit and emissions obligations | [1] | 1,325.6 | 953.9 |
Inventory intermediation agreements | [2] | 365 | 280.1 |
Accrued salaries and benefits | 119.3 | 57.1 | |
Excise and sales tax payable | 115.4 | 112.3 | |
Accrued transportation costs | 110.6 | 91 | |
Contingent consideration | 90.9 | 0 | |
Accrued utilities | 74.5 | 73 | |
Accrued capital expenditures | 66.3 | 62.6 | |
Accrued refinery maintenance and support costs | 39.2 | 55.8 | |
Accrued interest | 33.2 | 32.8 | |
Environmental liabilities | 13.7 | 14.3 | |
Current finance lease liabilities | 11.4 | 11.1 | |
Customer deposits | 5.1 | 3.5 | |
Other | 43.6 | 20.9 | |
Total accrued expenses | $ 3,948.4 | $ 2,728.3 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses | Total accrued expenses | |
Forward Purchase Commitments for Renewable Energy Credit Obligations | $ 899.4 | ||
[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. The Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of June 30, 2022, the Company had entered into $899.4 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Currently, our obligations are anticipated to require settlement in 2023. The Company’s AB 32 liability is part of a triennial period program which will be settled through 2024.[2]The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Inventory Intermediation Agreement with J. Aron. As of June 30, 2022 and December 31, 2021, a liability is recognized for the Inventory Intermediation Agreement and is recorded at market price for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. |
CREDIT FACILITIES AND DEBT (Sum
CREDIT FACILITIES AND DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Jul. 11, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | May 13, 2020 | ||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 2,772.3 | $ 3,704.4 | ||||
Current debt | (1,256.6) | [1] | 0 | |||
Unamortized premium | 0.4 | 0.5 | ||||
Unamortized deferred financing costs | (56.8) | (31.6) | ||||
Long-term debt | 1,459.3 | 3,673.3 | ||||
2025 Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 9.25% | |||||
2025 Senior Secured Notes [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of Debt, Amount | $ 1,250 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Line of Credit | 0 | 900 | ||||
2025 Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | [2] | 1,250 | [1] | 1,250 | ||
2028 Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | [2] | 801.6 | 826.5 | |||
2025 Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | [2] | 664.5 | 669.5 | |||
Catalyst financing arrangements | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | [3] | $ 56.2 | $ 58.4 | |||
[1]On July 11, 2022, the Company fully redeemed all of the $1,250.0 million in aggregate principal amount outstanding of its 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”); as such, as of June 30, 2022 this amount was classified as Current debt in the Condensed Consolidated Balance Sheets. Refer to “Note 13 - Subsequent Events” for more details.[2]The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes.[3]Catalyst financing arrangements are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability is directly impacted by the change in fair value of the underlying catalyst. |
CREDIT FACILITIES AND DEBT (Det
CREDIT FACILITIES AND DEBT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
May 26, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 02, 2023 | May 25, 2022 | Jan. 24, 2020 | May 30, 2017 | |
Repayments of Long-term Debt | $ 25,900,000 | ||||||||
Gain on extinguishment of debt | $ 3,800,000 | $ 0 | 3,800,000 | $ 0 | |||||
Revolving Credit Facility | Revolving Credit Facility | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,300,000,000 | ||||||||
Line of Credit Facility, Available Increase in Borrowing Capacity | 500,000,000 | ||||||||
Debt Instrument, Covenant, Limited Excess Availability, As A Percentage | 10% | ||||||||
Debt Instrument, Covenant, Limited Excess Availability | $ 100,000,000 | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Scenario, Forecast [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,750,000,000 | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Minimum [Member] | Base Rate [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Minimum [Member] | Company Credit Rating | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Maximum [Member] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Maximum [Member] | Base Rate [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Maximum [Member] | Company Credit Rating | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Tranche A | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,550,000,000 | ||||||||
Revolving Credit Facility | Revolving Credit Facility | Tranche B | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,750,000,000 | ||||||||
2025 Senior Notes | |||||||||
Interest rate | 7.25% | ||||||||
Extinguishment of Debt, Amount | 5,000,000 | ||||||||
Repayments of Long-term Debt | 4,800,000 | 0 | |||||||
2028 Senior Notes | |||||||||
Interest rate | 6% | ||||||||
Extinguishment of Debt, Amount | $ 24,900,000 | ||||||||
Repayments of Long-term Debt | $ 21,100,000 | $ 0 |
RELATED PARTY TRANSACTIONS (Com
RELATED PARTY TRANSACTIONS (Commercial Agreements) (Details) - Toledo Truck Unloading & Terminaling Agreement - PBF Logistics LP [Member] - bbl / d | 12 Months Ended | ||
Apr. 01, 2022 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | |||
Term of Agreement | [1],[2] | 9 months | |
Oil and Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 5,500 | ||
Scenario, Forecast [Member] | |||
Related Party Transaction [Line Items] | |||
Oil and Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | 1,000 | ||
[1]The MVC is 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC will decrease to 1,000 bpd.[2]This commercial agreement with PBFX is considered a lease. |
RELATED PARTY TRANSACTIONS (Sum
RELATED PARTY TRANSACTIONS (Summary of Transactions with PBFX) (Details) - PBF Logistics LP [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cost of Sales [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total expenses under affiliate agreements | $ 79.6 | $ 75.1 | $ 155.6 | $ 151 |
Services Agreement | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total expenses under affiliate agreements | 2.1 | 2.1 | 4.3 | 4.3 |
Omnibus Agreement | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total expenses under affiliate agreements | $ 2.3 | $ 1.9 | $ 4.1 | $ 3.7 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Feb. 01, 2020 | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||
Environmental liability | $ 154.2 | $ 155.3 | |
Martinez Acquistion | |||
Loss Contingencies [Line Items] | |||
Term of Agreement | 4 years | ||
Business Combination, Contingent Consideration, Liability | 157.1 | 29.4 | |
Other Noncurrent Liabilities [Member] | |||
Loss Contingencies [Line Items] | |||
Environmental liability | 140.5 | 141 | |
Accrued Expenses [Member] | Martinez Acquistion | |||
Loss Contingencies [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 90.9 | ||
Environmental Issue [Member] | Torrance Refinery [Member] | |||
Loss Contingencies [Line Items] | |||
Environmental liability | $ 114.5 | $ 118.5 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 13.9 | $ 14.3 | $ 27.8 | $ 28.7 |
Interest cost | 1.9 | 1.4 | 3.9 | 2.7 |
Expected return on plan assets | (4.3) | (3.5) | (8.7) | (7.1) |
Net periodic benefit cost | 11.5 | 12.2 | 23 | 24.3 |
Post-Retirement Medical Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.2 | 0.1 | 0.4 | 0.5 |
Interest cost | 0.2 | 0 | 0.3 | 0.1 |
Amortization of prior service cost and actuarial loss | 0 | 0.2 | 0.1 | 0.4 |
Net periodic benefit cost | $ 0.4 | $ 0.3 | $ 0.8 | $ 1 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues | $ 14,064 | $ 6,883.2 | $ 23,192.2 | $ 11,796.4 | |
Deferred revenue | 83.2 | 83.2 | $ 40.3 | ||
Gasoline and distillates | |||||
Revenues | 12,520.9 | 5,990.6 | 20,558.6 | 10,220.7 | |
Asphalt and blackoils | |||||
Revenues | 667.2 | 298.4 | 1,126.1 | 513.8 | |
Feedstocks and other | |||||
Revenues | 451.9 | 290.6 | 786.8 | 502.9 | |
Chemicals | |||||
Revenues | 291.2 | 230.4 | 498.2 | 425.1 | |
Lubricants | |||||
Revenues | $ 132.8 | $ 73.2 | $ 222.5 | $ 133.9 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) subsidiary | Jun. 30, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | ||||
Number Of Subsidiaries Acquired | subsidiary | 2 | |||
Current income tax expense (benefit) | $ 0 | $ 0.1 | $ 0 | $ (1.1) |
Deferred income tax benefit | (1.2) | (4.4) | (9.3) | (13.8) |
Total income tax benefit | $ (1.2) | $ (4.3) | $ (9.3) | $ (14.9) |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Other Assets | Pension Benefits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Defined Benefit Plan, Plan Assets, Amount | $ 19.2 | $ 20.7 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 119.8 | 83.5 |
Derivative, Collateral, Right to Reclaim Cash | (100.6) | (71.5) |
Derivative Liability | 19.2 | 12 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 119.8 | 79.7 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 0 | 3.8 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Catalyst financing arrangements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Obligations, Fair Value Disclosure | 56.2 | 58.4 |
Fair Value, Measurements, Recurring [Member] | Catalyst financing arrangements | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Catalyst financing arrangements | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 56.2 | 58.4 |
Fair Value, Measurements, Recurring [Member] | Catalyst financing arrangements | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Renewable energy credit and emissions obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Obligations, Fair Value Disclosure | 1,325.6 | 953.9 |
Fair Value, Measurements, Recurring [Member] | Renewable energy credit and emissions obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Renewable energy credit and emissions obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 1,325.6 | 953.9 |
Fair Value, Measurements, Recurring [Member] | Renewable energy credit and emissions obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Obligations, Fair Value Disclosure | 157.1 | 29.4 |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 157.1 | 29.4 |
Fair Value, Measurements, Recurring [Member] | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 11 | 260.9 |
Fair Value, Measurements, Recurring [Member] | Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 11 | 260.9 |
Fair Value, Measurements, Recurring [Member] | Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 100.6 | 71.5 |
Derivative assets, Effect of Counter-party Netting | (100.6) | (71.5) |
Derivative assets, Net Carrying Value on Balance Sheet | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 98.4 | 71.5 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 2.2 | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity contracts | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory intermediation agreement obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 23.1 | 19.7 |
Derivative assets, Effect of Counter-party Netting | 0 | 0 |
Derivative assets, Net Carrying Value on Balance Sheet | 23.1 | 19.7 |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory intermediation agreement obligations | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory intermediation agreement obligations | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 23.1 | 19.7 |
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory intermediation agreement obligations | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||||
Transfers into Level 3 | $ 0 | $ 0 | ||
Transfers out of Level 3 | $ 0 | $ 0 | ||
Contingent Consideration | ||||
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward] | ||||
Balance at beginning of period | 79,500,000 | 29,500,000 | 29,400,000 | 0 |
Additions | 0 | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 | 0 |
Unrealized loss (gain) included in earnings | 77,600,000 | (5,200,000) | 127,700,000 | 24,300,000 |
Balance at end of period | $ 157,100,000 | $ 24,300,000 | $ 157,100,000 | $ 24,300,000 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt, Gross | $ 2,772.3 | $ 3,704.4 | ||
Current debt | (1,256.6) | [1] | 0 | |
Unamortized premium | 0.4 | 0.5 | ||
Unamortized deferred financing costs | (56.8) | (31.6) | ||
Long-term Debt, Excluding Current Maturities | 1,459.3 | 3,673.3 | ||
Long-term debt, Fair value | 2,654.7 | 3,147.9 | ||
Long-Term Debt And Capital Lease Obligations, Current, Fair Value Disclosure | (1,256.6) | 0 | ||
Long-term debt, excluding current maturities, Fair value | 1,398.1 | 3,147.9 | ||
Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Line of Credit | 0 | 900 | ||
2025 Senior Secured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | [2] | 1,250 | [1] | 1,250 |
Long-term debt, Fair value | [2] | 1,307.3 | 1,192.7 | |
2028 Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | [2] | 801.6 | 826.5 | |
Long-term debt, Fair value | [2] | 670 | 520.9 | |
2025 Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | [2] | 664.5 | 669.5 | |
Long-term debt, Fair value | [2] | 621.2 | 475.9 | |
Revolving Credit Facility | Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Line of Credit | [3] | 0 | 900 | |
Lines of Credit, Fair Value Disclosure | [3] | 0 | 900 | |
Catalyst financing arrangements | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | [4] | 56.2 | 58.4 | |
Long-term debt, Fair value | [4] | $ 56.2 | $ 58.4 | |
[1]On July 11, 2022, the Company fully redeemed all of the $1,250.0 million in aggregate principal amount outstanding of its 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”); as such, as of June 30, 2022 this amount was classified as Current debt in the Condensed Consolidated Balance Sheets. Refer to “Note 13 - Subsequent Events” for more details.[2]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.[3]The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates.[4]Catalyst financing arrangements are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability is directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) - bbl | Jun. 30, 2022 | Dec. 31, 2021 |
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 2,741,075 | 2,081,783 |
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 2,070,706 | 2,070,550 |
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 37,209,000 | 36,246,000 |
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount, volume | 3,695,000 | 5,819,000 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Designated as Hedging Instrument [Member] | Derivatives included with inventory intermediation agreement obligations | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ 23.1 | $ 19.7 |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset/(Liability) | $ (19.2) | $ (12) |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net | $ 0 | $ 0 | $ 0 | $ 0 |
Derivatives included with inventory intermediation agreement obligations | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | (37,300,000) | (34,200,000) | 3,400,000 | (42,200,000) |
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | (25,200,000) | (19,700,000) | (52,100,000) | (34,500,000) |
Intermediates and Refined Products Inventory [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain or (Loss) Recognized in Income on Derivatives | $ 37,300,000 | $ 34,200,000 | $ (3,400,000) | $ 42,200,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jul. 27, 2022 | Jul. 11, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||||||
Repayments of Long-term Debt | $ 25.9 | |||||||
Gain on extinguishment of debt | $ 3.8 | $ 0 | $ 3.8 | $ 0 | ||||
Limited Partner | PBF LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Limited Partners' Capital Account, Ownership Percentage | 47.70% | 47.70% | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Settlement of precious metal catalyst obligations | $ 6.7 | |||||||
Subsequent Event [Member] | Acquisition of PBF Logistics Common Units Held by Public Member | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Acquisition, Share Price | $ 9.25 | |||||||
Acquisition of Noncontrolling Interests Consideration Transferred Equity Interests Issued and Issuable Entity Shares Issued Per Acquiree Share | 0.27 | |||||||
Subsequent Event [Member] | 2025 Senior Secured Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 104.625% | |||||||
Repayments of Long-term Debt | $ 1,300 | |||||||
Subsequent Event [Member] | 2025 Senior Secured Notes [Member] | Scenario, Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Gain on extinguishment of debt | $ 70.4 |