Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35764 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding (in shares) | 0 | ||
Documents Incorporated by Reference | PBF Energy Inc., the managing member of our direct parent PBF Energy Company LLC, will file with the Securities and Exchange Commission a definitive Proxy Statement for its 2024 | ||
Entity Central Index Key | 0001566011 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
PBF Finance Corporation | |||
Entity Information [Line Items] | |||
Entity Registrant Name | PBF FINANCE CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-2685067 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding (in shares) | 100 | ||
Entity Central Index Key | 0001566097 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Location | Morristown, New Jersey |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,760.8 | $ 2,153.9 |
Accounts receivable | 1,336.1 | 1,451.7 |
Accounts receivable - affiliate | 27.3 | 6.3 |
Inventories | 3,183.1 | 2,763.6 |
Prepaid and other current assets | 173 | 119 |
Total current assets | 6,480.3 | 6,494.5 |
Property, plant and equipment, net | 4,145.5 | 4,601.8 |
Total lease right of use assets | 1,169 | 1,099.9 |
Deferred charges and other assets, net | 1,129.3 | 954 |
Total assets | 12,924.1 | 13,150.2 |
Current liabilities: | ||
Accounts payable | 952.9 | 847.5 |
Accounts payable - affiliate | 72 | 38.2 |
Accrued expenses | 2,968 | 3,691 |
Current operating lease liabilities | 239.8 | |
Deferred revenue | 63.6 | 37.5 |
Total current liabilities | 4,296.3 | 4,779.2 |
Long-term debt | 1,245.9 | 1,434.9 |
Deferred tax liabilities | 24.8 | 21 |
Long-term operating lease liabilities | 880 | |
Long-term financing lease liabilities - third party | 46.1 | 57.9 |
Other long-term liabilities | 269.2 | 371.1 |
Total liabilities | 6,762.3 | 7,533.1 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Member’s equity | 3,298.7 | 2,959.7 |
Retained earnings | 2,868.8 | 2,649.6 |
Accumulated other comprehensive income (loss) | (18.8) | (4.4) |
Total PBF Holding Company LLC equity | 6,148.7 | 5,604.9 |
Noncontrolling interest | 13.1 | 12.2 |
Total equity | 6,161.8 | 5,617.1 |
Total liabilities and equity | 12,924.1 | 13,150.2 |
Third Party Lease | ||
Current assets: | ||
Total lease right of use assets | 788.2 | 678.3 |
Current liabilities: | ||
Current operating lease liabilities | 131.1 | 60.5 |
Long-term operating lease liabilities | 607.9 | 551.8 |
Long-term financing lease liabilities - third party | 46.1 | 57.9 |
Lease with Affiliate | ||
Current assets: | ||
Total lease right of use assets | 380.8 | 421.6 |
Current liabilities: | ||
Current operating lease liabilities | 108.7 | 104.5 |
Long-term operating lease liabilities | $ 272.1 | $ 317.2 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 38,288.5 | $ 46,780.6 | $ 27,202 |
Cost and expenses: | |||
Cost of products and other | 33,000.8 | 39,350.7 | 24,114.3 |
Operating expenses (excluding depreciation and amortization expense as reflected below) | 2,581.3 | 2,495.6 | 1,999.1 |
Depreciation and amortization expense | 523.9 | 466.9 | 415.7 |
Cost of sales | 36,106 | 42,313.2 | 26,529.1 |
General and administrative expenses (excluding depreciation and amortization expense as reflected below) | 350.2 | 438.5 | 226.4 |
Depreciation and amortization expense | 8.5 | 7.5 | 13.3 |
Change in fair value of contingent consideration, net | (45.8) | 48.1 | 29.4 |
(Gain) loss on sale of assets | (1.3) | 0.9 | (0.2) |
Total cost and expenses | 36,417.6 | 42,808.2 | 26,798 |
Income from operations | 1,870.9 | 3,972.4 | 404 |
Other income (expense): | |||
Interest expense, net | (61.3) | (206.9) | (275.1) |
Change in fair value of catalyst obligations | 1.1 | (2) | 8.5 |
(Loss) gain on extinguishment of debt | (5.7) | (66.1) | 79.9 |
Other non-service components of net periodic benefit cost | 0.7 | 8.8 | 7.8 |
Income before income taxes | 1,805.7 | 3,706.2 | 225.1 |
Income tax expense (benefit) | 1.9 | (2.7) | (14) |
Net income | 1,803.8 | 3,708.9 | 239.1 |
Less: net income (loss) attributable to noncontrolling interests | 0.9 | (1.4) | 2.3 |
Net income attributable to PBF Holding Company LLC | $ 1,802.9 | $ 3,710.3 | $ 236.8 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,803.8 | $ 3,708.9 | $ 239.1 |
Other comprehensive income (loss): | |||
Unrealized loss on available for sale securities | (0.4) | (2.5) | (0.7) |
Net (loss) gain on pension and other post-retirement benefits | (14) | (22.2) | 27.1 |
Total other comprehensive income (loss) | (14.4) | (24.7) | 26.4 |
Comprehensive income | 1,789.4 | 3,684.2 | 265.5 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0.9 | (1.4) | 2.3 |
Comprehensive income attributable to PBF Holding Company LLC | $ 1,788.5 | $ 3,685.6 | $ 263.2 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - 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 | (2.7) | (2.7) | |||
Capital contributions from PBF LLC | 37 | 37 | |||
Distribution of assets to PBF LLC | (0.4) | (0.4) | |||
Stock based compensation | 23.9 | 23.9 | |||
Comprehensive income (loss) | 265.5 | 26.4 | 236.8 | 2.3 | |
Other | 0.7 | 0.7 | |||
Ending 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 | (571.4) | (571.4) | |||
Capital contributions from PBF LLC | 56.4 | 56.4 | |||
Distribution of assets to PBF LLC | (0.1) | (0.1) | |||
Stock based compensation | 33.2 | 33.2 | |||
Comprehensive income (loss) | 3,684.2 | (24.7) | 3,710.3 | (1.4) | |
Other | (1.4) | (1.4) | |||
Ending balance at Dec. 31, 2022 | 5,617.1 | 2,959.7 | (4.4) | 2,649.6 | 12.2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Member distributions | (1,583.7) | (1,583.7) | |||
Capital contributions from PBF LLC | 1,159.7 | 1,159.7 | |||
Distribution of assets to PBF LLC | (853.4) | (853.4) | |||
Stock based compensation | 35.8 | 35.8 | |||
Comprehensive income (loss) | 1,789.4 | (14.4) | 1,802.9 | 0.9 | |
Other | (3.1) | (3.1) | |||
Ending balance at Dec. 31, 2023 | $ 6,161.8 | $ 3,298.7 | $ (18.8) | $ 2,868.8 | $ 13.1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 1,803.8 | $ 3,708.9 | $ 239.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 551.6 | 495.6 | 444.3 |
Stock-based compensation | 51.5 | 44.1 | 30.3 |
Change in fair value of catalyst obligations | (1.1) | 2 | (8.5) |
Deferred income taxes | 3.7 | (3.2) | (14.5) |
Non-cash change in inventory repurchase obligations | 0 | (5.4) | (8.4) |
Non-cash lower of cost or market inventory adjustment | 0 | 0 | (669.6) |
Change in fair value of contingent consideration, net | (45.8) | 48.1 | 29.4 |
Loss (gain) on extinguishment of debt | 5.7 | 66.1 | (79.9) |
Pension and other post-retirement benefit costs | 47.9 | 47.6 | 50.8 |
(Gain) loss on sale of assets | (1.3) | 0.9 | (0.2) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 115.5 | (179.6) | (770.5) |
Due to/from affiliates | 12.7 | (25.7) | 9.3 |
Inventories | (334.1) | (258.5) | (149.3) |
Prepaid and other current assets | (11.2) | (5) | (15.3) |
Accounts payable | 125.9 | (97.7) | 480.1 |
Accrued expenses | (764.9) | 860.8 | 806.9 |
Deferred revenue | 26.1 | (2.8) | (4.8) |
Other assets and liabilities | (108) | 0 | (76.9) |
Net cash provided by operating activities | 1,478 | 4,696.2 | 292.3 |
Cash flows from investing activities: | |||
Expenditures for property, plant and equipment | (647.7) | (625.4) | (240.5) |
Expenditures for deferred turnaround costs | (473.5) | (311.6) | (117.7) |
Expenditures for other assets | (40.5) | (66) | (28.9) |
Proceeds from sale of assets | 4.4 | 0 | 0 |
Net cash used in investing activities | (1,157.3) | (1,003) | (387.1) |
Cash flows from financing activities: | |||
Contributions from PBF LLC | 1,159.6 | 56.4 | 37 |
Proceeds from revolver borrowings | 0 | 400 | 0 |
Repayments of revolver borrowings | 0 | (1,300) | 0 |
Settlements of precious metal catalyst obligations | (3.1) | (56.2) | (31.7) |
Payments on financing leases | (14.1) | (11.3) | (17.8) |
Proceeds from insurance premium financing | 13 | 2.1 | 0 |
Payments of contingent consideration | (80.1) | 0 | 0 |
Deferred financing costs and other | (35.8) | (31.3) | 0.5 |
Net cash used in financing activities | (713.8) | (2,845) | (169.6) |
Net change in cash and cash equivalents | (393.1) | 848.2 | (264.4) |
Cash and cash equivalents, beginning of period | 2,153.9 | 1,305.7 | 1,570.1 |
Cash and cash equivalents, end of period | 1,760.8 | 2,153.9 | 1,305.7 |
Non-cash activities: | |||
Distribution of assets to PBF Energy Company LLC | (853.4) | 0 | 0 |
Accrued and unpaid capital expenditures | 143.5 | 165.2 | 103.2 |
Assets acquired or remeasured under operating and financing leases | 335.4 | 82.8 | (106.6) |
Cash paid during the year for: | |||
Interest (net of capitalized interest of $38.0, $24.8 and $8.9 in 2023, 2022 and 2021, respectively) | 95.5 | 211.5 | 265.4 |
Income taxes | 1.6 | 0.8 | 1 |
2030 Senior Notes | |||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 496.6 | 0 | 0 |
2025 Senior Notes Redeemed | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | (666.2) | 0 | 0 |
2028 Senior Notes | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss (gain) on extinguishment of debt | (3.6) | (62.4) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | (21.1) | (109.3) |
2025 Senior Notes Repurchased | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | (4.8) | (37.5) |
2025 Senior Secured Notes | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss (gain) on extinguishment of debt | (69.9) | ||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | (1,307.4) | 0 |
Rail Term Loan | |||
Cash flows from financing activities: | |||
Repayments of long-term debt | 0 | 0 | (7.4) |
Collins Pipeline Company And T&M Terminal Company | |||
Cash flows from financing activities: | |||
Payments of capital distribution | 0 | 0 | (0.7) |
Members | |||
Cash flows from financing activities: | |||
Payments of capital distribution | $ (1,583.7) | $ (571.4) | $ (2.7) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest | $ 38 | $ 24.8 | $ 8.9 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business PBF Holding Company LLC (“PBF Holding”), together with its 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 December 31, 2023. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”. Substantially all of the Company’s operations are in the United States. As of December 31, 2023, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. PBF Logistics GP LLC (“PBFX GP”) serves as the general partner of PBF Logistics LP (“PBFX”). PBFX GP is wholly-owned by PBF LLC. In a series of transactions subsequent to the PBFX initial public offering, the Company has distributed certain assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 9 - Related Party Transactions”). On November 27, 2022, PBF Energy and PBF LLC entered into the Merger Agreement with PBFX announcing the Merger Transaction, which was finalized on November 30, 2022 (all terms as defined in “Note 9 - Related Party Transactions”). On June 27, 2023, the Company distributed to PBF LLC, which in turn contributed to St. Bernard Renewables LLC (“SBR”), approximately $748.3 million in assets related to the renewable diesel facility co-located with the Company’s Chalmette refinery in Louisiana. The Company has no interest in SBR, which is jointly owned by a subsidiary of PBF LLC and its partner, Eni Sustainable Mobility US Inc., a subsidiary of Eni SpA. Additionally, the Company distributed to PBF LLC, which in turn contributed to one of its subsidiaries, Chalmette Refining Service Company LLC (“CRSC”), approximately $103.8 million in assets. The Company has no interest in CRSC, which is owned by PBF LLC. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Presentation These Consolidated Financial Statements include the accounts of PBF Holding and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Cost Classifications Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs. Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with the Company’s refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s Consolidated Statements of Operations. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates. Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity of those instruments. Concentrations of Credit Risk For the years ended December 31, 2023 and December 31, 2022, only one customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 14% and 14%, respectively). As of December 31, 2023 and December 31, 2022, only one customer, Shell, accounted for 10% or more of the Company’s total trade accounts receivable (approximately 19% and 19%, respectively). Revenue Recognition The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue related to the sale of products when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Refer to “Note 15 - Revenues” for further discussion of the Company’s revenue recognition policy. Accounts Receivable Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their estimated net realizable value. In estimating probable losses, management reviews accounts that are past due and determines if there are any known disputes. Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis. Inventory Inventories are carried at the lower of cost or market (“LCM”). The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method. RINs The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “RFS”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. Leases The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate. For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component separately. Property, Plant and Equipment Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on the effective interest rate of total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage. Depreciation is computed using the straight-line method over the following estimated useful lives: Computers, furniture and fixtures 3-7 years Leasehold improvements 20 years Processing units and equipment 5-25 years Pipeline and equipment 5-25 years Buildings 25 years Railcars 50 years Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Deferred Charges and Other Assets, Net Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs, which is based on an engineering assessment. The amortization period generally ranges from 3 to 6 years; however, based on the specific facts and circumstances, different periods of deferral may occur. Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s review of its long-lived assets. Deferred financing costs are capitalized when incurred and amortized over the life of the loan. Intangible assets with finite lives primarily consist of emission credits and permits and are amortized over their estimated useful lives (generally 1 to 10 years). Asset Retirement Obligations The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and applying current regulations, as well as the Company’s own internal environmental policies. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of the Company’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. Stock-Based Compensation Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common stock granted by PBF Energy to certain PBF Holding employees, Series A warrants issued or granted by PBF LLC to employees in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of PBF LLC granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain members of management and restricted PBF LLC Series A Units and restricted PBF Energy Class A common stock granted to certain directors and officers. The estimated fair value of the options to purchase PBF Energy Class A common stock and the PBF LLC Series A warrants and options, is based on the Black-Scholes option pricing model and the fair value of the PBF LLC Series B units is estimated based on a Monte Carlo simulation model. The estimated fair value is amortized as stock-based compensation expense on a straight-line method over the vesting period and included in General and administrative expense with forfeitures recognized in the period they occur. PBF Energy grants performance share unit awards and performance unit awards to certain key employees. Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance cycle with four measurement periods and performance awards granted to employees after November 1, 2020 are based on a three-year performance cycle having a single measurement period. The payout for each, which ranges from zero to 200%, is based on the relative ranking of the total shareholder return (“TSR”) of PBF Energy’s common stock as compared to the TSR of a selected group of industry peer companies over an average of four measurement periods. The performance share unit awards and performance unit awards are each measured at fair value based on Monte Carlo simulation models. The performance share unit awards will be settled in PBF Energy Class A common stock and are accounted for as equity awards and the performance unit awards will be settled in cash and are accounted for as liability awards. Income Taxes As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, there is no benefit or expense for federal or state income tax in the accompanying financial statements apart from the income taxes attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining, L.L.C. (“Chalmette Refining”) and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). These subsidiaries are treated as C-corporations for tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented. The State tax returns for all years since 2019 are subject to examination by the respective tax authorities. Pension and Other Post-Retirement Benefits The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its pension and post-retirement benefit plans. The funded status is recorded within Other long-term liabilities or Other non-current assets. Changes in the plans’ funded status are recognized in other comprehensive income in the period the change occurs. Fair Value Measurement A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. Financial Instruments The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The Company’s non-derivative financial instruments that are included in current assets and current liabilities are recorded at cost in the Consolidated Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature. Derivative instruments are recorded at fair value in the Consolidated Balance Sheets. The Company’s commodity contracts are measured and recorded at fair value using Level 1 inputs based on quoted prices in an active market, Level 2 inputs based on quoted market prices for similar instruments, or Level 3 inputs based on third-party sources and other available market based data. The Company’s catalyst obligations and derivatives related to the Company’s crude oil and feedstocks and refined product purchase obligations are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on observable market prices for similar instruments. Derivative Instruments The Company is exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks used in the refining process as well as the prices of the refined products sold, and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. All derivative instruments, not designated as normal purchases or sales, are recorded in the Consolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized in earnings. Contracts qualifying for the normal purchase and sales exemption are accounted for upon settlement. Cash flows related to derivative instruments that are not designated or do not qualify for hedge accounting treatment are included in operating activities. The Company designates certain derivative instruments as fair value hedges of a particular risk associated with a recognized asset or liability. At the inception of the hedge designation, the Company documents the relationship between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivative gains and losses related to these fair value hedges, including hedge ineffectiveness, are recorded in cost of sales along with the change in fair value of the hedged asset or liability attributable to the hedged risk. Cash flows related to derivative instruments that are designated as fair value hedges are included in operating activities. Economic hedges are hedges not designated as fair value or cash flow hedges for accounting purposes that are used to (i) manage price volatility in certain refinery feedstock and refined product inventories, and (ii) manage price volatility in certain forecasted refinery feedstock purchases and refined product sales. These instruments are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in cost of sales. Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives, determination of the fair value of derivatives, documentation of hedge relationships, assessment and measurement of hedge ineffectiveness and election and designation of the normal purchases and sales exemption. All of these judgments, depending upon their timing and effect, can have a significant impact on the Company’s earnings. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | CURRENT EXPECTED CREDIT LOSSES Credit Losses The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk. The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of December 31, 2023 or December 31, 2022. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: December 31, 2023 (in millions) Total Crude oil and feedstocks $ 1,495.4 Refined products and blendstocks 1,536.5 Warehouse stock and other 151.2 $ 3,183.1 Lower of cost or market adjustment — Total inventories $ 3,183.1 December 31, 2022 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 1,195.2 $ 140.9 $ 1,336.1 Refined products and blendstocks 1,244.7 40.9 1,285.6 Warehouse stock and other 141.9 — 141.9 $ 2,581.8 $ 181.8 $ 2,763.6 Lower of cost or market adjustment — — — Total inventories $ 2,581.8 $ 181.8 $ 2,763.6 As of December 31, 2023 and December 31, 2022, there was no LCM inventory adjustment recorded as the replacement value of inventories exceeded the LIFO carrying value. During the year ended December 31, 2021, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased income from operations by $669.6 million, reflecting no LCM inventory reserve at December 31, 2021. An actual valuation of inventories valued under the LIFO method is made at the end of each year based on inventory levels and costs at that time. There were no significant decrements recorded during the years ended December 31, 2023, December 31, 2022, or December 31, 2021. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: (in millions) December 31, 2023 December 31, 2022 Processing units, pipelines and equipment $ 4,487.7 $ 4,508.8 Construction in progress 464.8 825.1 Land 416.1 418.8 Computers, furniture and fixtures 207.3 175.7 Buildings and leasehold improvements 178.7 107.8 5,754.6 6,036.2 Less - Accumulated depreciation (1,609.1) (1,434.4) Total property, plant and equipment, net $ 4,145.5 $ 4,601.8 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $205.0 million, $200.4 million and $192.3 million, respectively. The Company capitalized $38.0 million and $24.8 million in interest during 2023 and 2022, respectively, in connection with construction in progress. |
DEFERRED CHARGES AND OTHER ASSE
DEFERRED CHARGES AND OTHER ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED CHARGES AND OTHER ASSETS, NET | DEFERRED CHARGES AND OTHER ASSETS, NET Deferred charges and other assets, net consisted of the following: (in millions) December 31, 2023 December 31, 2022 Deferred turnaround costs, net $ 855.7 $ 619.5 Catalyst, net (a) 180.1 199.7 Environmental credits 42.5 41.4 Linefill 27.4 27.4 Pension plan assets 18.8 18.6 Other 4.8 47.4 Total deferred charges and other assets, net $ 1,129.3 $ 954.0 (a) Catalyst, net includes $114.2 million and $117.0 million of indefinite-lived precious metal catalysts (both owned or financed as part of existing catalyst financing arrangements) as of December 31, 2023 and December 31, 2022, respectively. The Company recorded amortization expense related to deferred turnaround costs, catalyst and intangible assets of $313.5 million, $261.5 million and $220.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Intangible assets, net, included in “Other” above, primarily consists of permits and emission credits. Our net balance as of December 31, 2023 and December 31, 2022 is shown below: (in millions) December 31, 2023 December 31, 2022 Intangible assets - gross $ 4.0 $ 4.0 Accumulated amortization (3.5) (3.5) Intangible assets - net $ 0.5 $ 0.5 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following: (in millions) December 31, 2023 December 31, 2022 Inventory-related accruals $ 1,716.2 $ 1,417.4 Renewable energy credit and emissions obligations (a) 429.8 1,361.1 Accrued salaries and benefits 185.5 172.9 Accrued transportation costs 170.5 127.3 Excise and sales tax payable 137.3 123.8 Accrued capital expenditures 84.5 85.7 Accrued utilities 71.0 105.4 Accrued refinery maintenance and support costs 60.2 48.1 Accrued interest 32.4 20.1 Contingent Consideration 21.6 81.6 Environmental liabilities 15.7 14.1 Current finance lease liabilities 12.2 11.7 Inventory intermediation agreement (b) — 98.3 Other 31.1 23.5 Total accrued expenses $ 2,968.0 $ 3,691.0 (a) The Company is subject to obligations to purchase RINs required to comply with RFS. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of December 31, 2023, the Company had forward purchase commitments in excess of total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s current AB 32 liability is part of an ongoing triennial period program which will be settled in 2024. (b) The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022, a liability was recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. As described in “Note 4 - Inventories”, the Company early terminated this agreement on July 31, 2023. |
CREDIT FACILITIES AND DEBT
CREDIT FACILITIES AND DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND DEBT | CREDIT FACILITIES AND DEBT Debt outstanding consisted of the following: (in millions) December 31, 2023 December 31, 2022 2028 Senior Notes $ 801.6 $ 801.6 2030 Senior Notes 500.0 — 2025 Senior Notes — 664.5 Revolving Credit Facility — — Catalyst financing arrangements — 4.0 1,301.6 1,470.1 Unamortized discount (3.2) — Unamortized deferred financing costs (52.5) (35.2) Long-term debt $ 1,245.9 $ 1,434.9 As of December 31, 2023, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements. 2028 Senior Notes On January 24, 2020, PBF Holding entered into an indenture among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of the 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Company primarily used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the acquisition of the Martinez refinery and related logistics assets. The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as loss on extinguishment of debt in the Consolidated Statements of Operations. The 2028 Senior Notes included a registration rights arrangement whereby the Issuer and the Guarantors agreed to file with the U.S. Securities and Exchange Commission and use commercially reasonable efforts to consummate an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration statement was declared effective on October 14, 2020 and the exchange was consummated during the fourth quarter of 2020. As such, the Company did not have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded. The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including the asset-based revolving credit facility (“Revolving Credit Facility”) and the 7.875% senior unsecured notes due 2030 (the “2030 Senior Notes”). The 2028 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2028 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2028 Senior Notes are rated investment grade. Subsequent to February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest through the date of redemption. During 2021, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in the extinguishment of $173.5 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $109.3 million and the Company recognized a $62.4 million gain on the extinguishment of debt during the year ended December 31, 2021. During 2022, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in the extinguishment of $24.9 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $21.1 million and the Company recognized a $3.6 million gain on the extinguishment of debt during the year ended December 31, 2022. 2030 Senior Notes On August 21, 2023, PBF Holding entered into an indenture among the Issuers, the Guarantors, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $500.0 million in aggregate principal amount of the 2030 Senior Notes, at an issue price of 99.324%. The Issuers received net proceeds of approximately $488.8 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Company used the net proceeds, together with cash on hand, to fully redeem the outstanding 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”), including accrued and unpaid interest, on September 13, 2023. The 2030 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2030 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Credit Facility and the 2028 Senior Notes. The 2030 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2030 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2030 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2030 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2030 Senior Notes are rated investment grade. At any time prior to September 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2030 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.875% of the principal amount of the 2030 Senior Notes, plus any accrued and unpaid interest through the date of redemption; provided that at least 65% of the aggregate principal amount of the notes originally issued under the indenture governing the 2030 Senior Notes remains outstanding immediately after the occurrence of each such redemption. On or after September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes at a “make-whole” redemption price described in the indenture, together with any accrued and unpaid interest through the date of redemption. 2025 Senior Notes On May 30, 2017, PBF Holding entered into an indenture among the Issuers, the Guarantors, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $725.0 million in aggregate principal amount of 2025 Senior Notes. The Issuers received net proceeds of approximately $711.6 million from the offering after deducting the initial purchasers’ discount and offering expenses, all of which was used to fund the cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.25% Senior Secured Notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes which remained outstanding after the completion of the Tender Offer, and for general corporate purposes. During 2021, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in the extinguishment of $55.5 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $37.5 million and the Company recognized a $17.5 million gain on the extinguishment of debt during the year ended December 31, 2021. During 2022, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in the extinguishment of $5.0 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $4.8 million and the Company recognized a $0.2 million gain on the extinguishment of debt during the year ended December 31, 2022. During 2023, the Company exercised its rights under the indenture governing the 2025 Senior Notes to redeem all of the outstanding 2025 Senior Notes at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Notes approximated $664.5 million plus accrued and unpaid interest. The difference between the carrying value of the 2025 Senior Notes on the date they were redeemed and the amount for which they were redeemed was recorded as a loss on extinguishment of debt in the Consolidated Statements of Operations. The redemption was financed using proceeds from the 2030 Senior Notes and cash on hand. 2025 Senior Secured Notes On May 13, 2020, PBF Holding entered into an indenture among the Issuers, the Guarantors, and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “initial 2025 Senior Secured Notes”). On December 21, 2020 PBF Holding issued an additional $250.0 million in aggregate principal amount of tack on 9.25% senior secured notes due 2025 (the “additional 2025 Senior Secured Notes”). The additional 2025 Senior Secured Notes were issued at an offering price of 100.25% plus accrued and unpaid interest from and including, November 15, 2020. The additional 2025 Senior Secured Notes were issued under the indenture governing the initial 2025 Senior Secured Notes and, together with the additional 2025 Senior Secured Notes, the (“2025 Senior Secured Notes”). During 2022, the Company exercised its rights under the indenture governing the 2025 Senior Secured Notes to redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625% of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The difference between the carrying value of the 2025 Senior Secured Notes on the date they were redeemed and the amount for which they were redeemed was $69.9 million and was recorded as a loss on extinguishment of debt in the Consolidated Statements of Operations. The redemption was funded using cash on hand. Revolving Credit Facility On August 23, 2023, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amended and restated asset-based revolving credit agreement, among PBF Holding, Bank of America, National Association as administrative agent, and certain other lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement amended and restated the previously existing revolving credit agreement dated as of May 2, 2018 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through August 2028 and increased the maximum commitment amount under the facility to $3.5 billion from $2.85 billion. The commitment fees on the unused portion, the interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement. The Revolving Credit Facility contains representations, warranties and covenants by PBF Holding and the other borrowers, as well as customary events of default and indemnification obligations that are consistent with those in the Prior Credit Agreement. PBF Holding may from time to time by written notice to the Administrative Agent (as defined in the Revolving Credit Agreement) elect to request after the commencement of the revolving availability period and prior to the revolving maturity date, increases to the existing revolving commitments by an amount not in excess of an aggregate amount equal to the sum of (1) $500.0 million, plus (2) an amount equal to all voluntary prepayments that have resulted in permanent reductions of the revolving commitments, plus (3) solely after the use of the amount set forth in clause (1), an amount equal to suppressed availability determined as of the date of such notice. Each such notice shall specify (i) the date on which PBF Holding proposes that the increased or new revolving commitments shall be effective, which shall be a date not less than 5 business days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee (as defined in the Revolving Credit Agreement) to whom PBF Holding proposes any portion of such increased or new revolving commitments be allocated and the amounts of such allocations; provided that any existing lender approached to provide all or a portion of the increased or new revolving commitments may elect or decline, in its sole discretion, to provide such increased or new revolving commitment. 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 1.25% to 2.00% depending on the Company’s corporate credit rating and the Fronting Fee is capped at 0.25%. The Revolving Credit Agreement contains customary covenants and restrictions on the activities of PBF Holding and its subsidiaries, including, but not limited to, limitations on incurring additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers and acquisitions, prepayment of other debt, distributions, dividends and the repurchase of capital stock, transactions with affiliates and the ability of PBF Holding to change the nature of its business or its fiscal year; all as defined in the Revolving Credit Agreement. In addition, the Revolving Credit Agreement has a financial covenant which requires that if at any time Excess Availability, as defined in the Revolving Credit Agreement, is less than the greater of (i) 10% of the lesser of the then existing Borrowing Base and the then aggregate Revolving Commitments of the Lenders (the “Financial Covenant Testing Amount”), and (ii) $100.0 million, and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and $100.0 million for a period of 12 or more consecutive days, PBF Holding will not permit the Consolidated Fixed Charge Coverage Ratio, as defined in the Revolving Credit Agreement and determined as of the last day of the most recently completed quarter, to be less than 1 to 1. PBF Holding’s obligations under the Revolving Credit Facility are (a) guaranteed by each of its domestic operating subsidiaries that are not Excluded Subsidiaries (as defined in the Revolving Credit Agreement) and (b) secured by a lien on (i) PBF LLC’s equity interest in PBF Holding and (ii) certain assets of PBF Holding and the subsidiary guarantors, including all deposit accounts (other than zero balance accounts, cash collateral accounts, trust accounts and/or payroll accounts, all of which are excluded from the definition of collateral), all accounts receivable, all hydrocarbon inventory (other than certain inventory owned by third parties under permittable inventory intermediation or similar agreements, as applicable) 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. The Revolving Credit Agreement also allows the Company to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined product over truck racks. Under its $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), the Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2023 and 2022, respectively. Issued letters of credit were $55.0 million and $576.1 million as of December 31, 2023 and 2022, respectively. Precious Metals Financing Arrangements During the year ended December 31, 2023, the Company settled its remaining outstanding precious metal financing arrangement, which represented a reduction of debt of approximately $3.1 million. During the year ended December 31, 2022, the Company settled certain of its precious metals financing arrangements, resulting in reductions of debt of approximately $56.2 million. Prior to the final settlement, certain subsidiaries of the Company had agreements whereby such subsidiary sold a portion of its precious metal catalysts to a commercial bank under contractual arrangements to repurchase or otherwise settle the obligation at a future specified date. The volume of the precious metal catalysts and the interest rate were fixed over the term of each financing arrangement. At maturity, the Company was required to repurchase the applicable precious metal catalysts, or otherwise settle the obligation with the counterparty, at its then fair market value. The Company treated those transactions as financing arrangements, and the related payments were recorded as interest expense over the agreements’ terms. The Company elected the fair value option for accounting for the catalyst repurchase obligations as the Company’s liability was directly impacted by the change in value of the underlying precious metal catalysts. The fair value of the repurchase obligations was reflected in the fair value of long-term debt outstanding table measured using Level 2 inputs. Debt Maturities Debt maturing in the next five years and thereafter is as follows (in millions): Year Ending December 31, 2024 $ — 2025 — 2026 — 2027 — 2028 801.6 Thereafter 500.0 Total debt outstanding $ 1,301.6 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS PBFX Merger Transaction On November 30, 2022, PBF Energy acquired all of the publicly held common units in PBFX representing limited partner interests in the Master Limited Partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates (the “Merger Transaction”), and PBFX became an indirect wholly-owned subsidiary of PBF Energy. The Merger Transaction closed on November 30, 2022 and PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC. At the effective time of the merger, pursuant to the terms of the merger agreement (the “Merger Agreement”), each PBFX Public Common Unit was converted into the right to receive: (i) 0.27 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy, (ii) $9.25 in cash, without interest, and (iii) any cash in lieu of fractional shares of PBF Energy Common Stock to which the holder thereof became entitled upon surrender of such PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement consideration totaled $303.7 million in cash and resulted in the issuance of 8,864,684 PBF Energy common shares. The PBFX Common Units owned by PBF LLC and PBFX Holdings and the non-economic general partner interest remain outstanding and were unaffected by the Merger. There was no change in ownership of the non-economic general partner interest. Transactions and agreements with PBFX PBF Holding 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 (as defined in the table below, and collectively referred to as the “Contribution Agreements”), PBF Holding 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 PBF Holding. There were no agreements entered into during the years ended December 31, 2023, 2022 and 2021. Commercial Agreements with PBFX PBF Holding has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements described above, 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 PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The commercial agreements as of December 31, 2023 (as defined in the table below) with PBFX include: Agreements Initiation Date Initial Term Renewals (a) MVC Force Majeure Transportation and Terminaling Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (b) 12/12/2014 10 years 2 x 5 4,400 bpd PBF Holding or PBFX can declare Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months See note (c) See note (c) Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd East Coast Terminals Terminaling Services Agreements (d) 5/1/2016 Various (e) Evergreen 15,000 bpd (f) East Coast Terminals Tank Lease Agreements 5/1/2016 Various (e) Evergreen 350,000 barrels (g) Torrance Valley Pipeline Transportation Services Agreement- North Pipeline (b) 8/31/2016 10 years 2 x 5 50,000 bpd Torrance Valley Pipeline Transportation Services Agreement- South Pipeline (b) 8/31/2016 10 years 2 x 5 75,000 bpd (h) Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank (b) 8/31/2016 10 years 2 x 5 55,000 barrels (g) Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank (b) 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank (b) 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (b) 8/4/2017 15 years Evergreen 60,000 dekatherms per day Knoxville Terminals Agreement- Terminaling Services 4/16/2018 5 years Evergreen See note (i) Knoxville Terminals Agreement- Storage Services 4/16/2018 5 years Evergreen See note (i) Toledo Rail Loading Agreement (b) 7/31/2018 7 years, 5 months 2 x 5 Various (j) Chalmette Terminal Throughput Agreement 7/31/2018 1 year Evergreen N/A Chalmette Rail Unloading Agreement 7/31/2018 7 years, 5 months 2 x 5 7,600 bpd DSL Ethanol Throughput Agreement (b) 7/31/2018 7 years, 5 months 2 x 5 5,000 bpd Delaware City Terminaling Services Agreement 1/1/2022 4 years 2 x 5 95,000 bpd Toledo Truck Unloading & Terminaling Agreement (b) 4/1/2022 9 months Evergreen See note (k) Crude Oil Processing Agreement 11/9/2023 6 months Evergreen N/A Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (b) 12/12/2014 10 years 2 x 5 3,849,271 barrels (g) PBF Holding or PBFX can declare Chalmette Storage Agreement (b) See note (l) 10 years 2 x 5 625,000 barrels (g) East Coast Storage Assets Terminal Storage Agreement (b) 1/1/2019 8 years Evergreen 2,953,725 barrels (g) ____________________ (a) PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable. (b) These commercial agreements with PBFX are considered leases. (c) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, PBF Holding and Delaware Pipeline Company LLC agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019, subsequent to which PBFX has been billing actual throughput on the Magellan connection. (d) Subsequent to the PBFX acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”), the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. (e) The East Coast Terminals related party agreements include varying initial term lengths, ranging from one (f) The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between PBFX’s East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro refinery with a 15,000 bpd MVC. (g) Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors. PBF Holding’s available shell capacity may be subject to change as agreed to by PBF Holding and PBFX. (h) In connection with the acquisition of Torrance Valley Pipeline Company LLC on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. (i) Following the expiration of the initial terms of the Knoxville Terminals Agreements, both agreements have renewed as evergreen agreements with no contracted MVCs. (j) Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. (k) The Toledo Truck Unloading & Terminaling Agreement MVC was 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC decreased to 1,000 bpd. (l) The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. Omnibus Agreement In addition to the commercial agreements described above, PBF Holding entered into an omnibus agreement with PBFX, PBFX GP and PBF LLC, which has been amended and restated in connection with certain of the Contribution Agreements with PBFX, PBFX GP and PBF LLC (as amended, the “Omnibus Agreement”) for the provision of executive management services and support for accounting and finance, legal, human resources, information technology, environmental, health and safety, and other administrative functions, as well as (i) PBF LLC’s agreement not to compete with PBFX under certain circumstances, subject to certain exceptions, (ii) PBFX’s right of first offer for ten years to acquire certain logistics assets retained by PBF Energy following the PBFX Offering, including certain logistics assets that PBF LLC or its subsidiaries may construct or acquire in the future, subject to certain exceptions, and (iii) a license to use the PBF Logistics trademark and name. The annual fee under the Omnibus Agreement for the year ended December 31, 2023 was $7.9 million, inclusive of obligations under the Omnibus Agreement to reimburse PBF Holding for certain compensation and benefit costs of employees who devoted more than 50% of their time to PBFX for the year ended December 31, 2023. The Company currently estimates to receive an annual fee of $6.0 million, inclusive of estimated obligations under the Omnibus Agreement to reimburse PBF Holding for certain compensation and benefit costs of employees who devote more than 50% of their time to PBFX for the year ending December 31, 2024. Services Agreement Additionally, PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under the commercial agreements. PBFX reimburses PBF Holding 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. For the year ended December 31, 2023, PBFX paid an annual fee of $8.7 million to PBF Holding pursuant to the Services Agreement and is estimated to pay the same annual fee to PBF Holding pursuant to the Services Agreement for the year ending December 31, 2024. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30-days’ notice. Summary of Transactions with PBFX A summary of our affiliate transactions with PBFX is as follows: Year Ended December 31, (in millions) 2023 2022 2021 Reimbursements under affiliate agreements: Services Agreement $ 8.7 $ 8.7 $ 8.7 Omnibus Agreement 7.9 8.3 7.3 Total expenses under affiliate agreements 347.8 319.6 304.1 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 statements of operations. Transactions and agreements with SBR The Company and its subsidiaries have entered into various agreements with SBR, related to the sale and purchase of environmental credits and hydrocarbon products. Commercial and other transactions PBF Holding has entered into commercial agreements with SBR for the purchase and sale of RINs and Low Carbon Fuel Standard (“LCFS”) credits. The Agreement for the Sale and Purchase of Renewable Identification Numbers was initiated on June 1, 2023, and the LEAP Master Agreement for Purchasing and Selling of LCFS credits was initiated on August 1, 2023. Both agreements had initial terms of three months. Upon the expiration of the initial terms, both agreements have been, and will continue to be, automatically renewed for successive three-month periods, unless earlier terminated by the Company or SBR via written notice. For the period beginning June 27, 2023 through December 31, 2023, the Company had total sales to SBR of $9.1 million, which are included in revenues, that consist primarily of refined product sales. The Company also had purchases from SBR of $244.4 million primarily related to the commercial agreements described above, included in cost of products and other, consisting of purchases of environmental credits and hydrocarbon products. Operating Agreement PBF Holding entered into an operation and management services and secondment agreement (the “Operating Agreement”) with SBR in June 2023, pursuant to which the Company provides SBR with the personnel necessary for SBR to operate so that it may perform its obligations under the commercial agreements. The Company charges SBR a fixed operating fee under the agreement and SBR reimburses the Company for the use of employees and the provision of certain infrastructure-related services to the extent applicable to its operations. For the period beginning June 27, 2023 through December 31, 2023, the Company received total fees of $62.8 million under the Operating Agreement. Additionally, the Consolidated Balance Sheet includes $22.1 million and $28.3 million recorded within Accounts receivable - affiliate and Accounts payable - affiliate, respectively, related to transactions with SBR as of December 31, 2023. Financial Sponsors |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Other Commitments In addition to commitments related to lease obligations accounted for in accordance with Accounting Standards Codification (“ASC”) 842, Leases and disclosed in “Note 11 - Leases”, the Company is party to third party agreements which provide for the treatment of wastewater and the supply of hydrogen, nitrogen, oxygen, chemical and steam for certain of its refineries as well as minimum volume commitments under certain affiliate agreements with PBFX. The fixed and determinable amounts related to obligations under these agreements are as follows: Year Ending December 31, (in millions) 2024 $ 162.4 2025 128.5 2026 21.7 2027 21.7 2028 21.7 Thereafter 174.0 Total obligations $ 530.0 Employment Agreements The Company has entered into various employment agreements with members of executive management and certain other key personnel that include automatic annual renewals, unless canceled. Under some of the agreements, certain of the executives would receive a lump sum payment of between 1.50 to 2.99 times their base salary and continuation of certain employee benefits for the same period upon termination by the Company “Without Cause”, or by the employee “For Good Reason”, or upon a “Change in Control”, as defined in the agreements. Upon death or disability, certain of the Company’s executives, or their estates, would receive a lump sum payment of at least one half of their base salary. Environmental Matters The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment (including in response to the potential impacts of climate change), waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities. These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities. The estimated costs related to these remediation obligations totaled $114.9 million as of December 31, 2023 ($117.0 million as of December 31, 2022) and related primarily to remediation obligations to address existing soil and groundwater contamination and the related monitoring and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to our remediation approach are identified. The current portion of the environmental liability is recorded in Accrued expenses The aggregate environmental liability reflected in the Company’s Consolidated Balance Sheets was $155.8 million and $155.6 million at December 31, 2023 and December 31, 2022, respectively, of which $ 140.1 million 141.5 million Applicable Federal and State Regulatory Requirements The Company’s operations and many of the products it manufactures are subject to certain specific requirements of the Clean Air Act (the “CAA”) and related state and local regulations. The CAA contains provisions that require capital expenditures for the installation of certain air pollution control devices at the Company’s refineries. Subsequent rule making authorized by the CAA or similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years. The Company is required to comply with the RFS. Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, EPA has issued the RFS, implementing mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States. Under the RFS, the volume of renewable fuels that obligated refineries must blend into their finished petroleum fuels historically has increased on an annual basis. In addition, certain states have passed legislation that requires minimum biodiesel blending in finished distillates. On October 13, 2010, EPA raised the maximum amount of ethanol allowed under federal law from 10% to 15% for cars and light trucks manufactured since 2007. The maximum amount allowed under federal law currently remains at 10% ethanol for all other vehicles. Existing laws and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase. Because we do not directly produce renewable fuels, increasing the volume of renewable fuels that must be blended into our products could displace an increasing volume of our refinery’s product pool, potentially resulting in lower earnings and profitability. In addition, in order to meet certain of these and future EPA requirements, we may be required to purchase RINs, which may have fluctuating costs based on market conditions. Our RINs purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending achieved which can cause variability in our profitability. On June 21, 2023, EPA finalized the volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels for years 2023, 2024, and 2025, and finalized volume requirements and percentage standards under the RFS program for 2023, 2024, and 2025, as well as making a series of important modifications to strengthen and expand the RFS program. As a result, the Company could also experience fluctuating compliance costs in the future if the volumes finalized by EPA differ from what has been proposed. EPA published a Final Rule to the Clean Water Act Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement best technology available as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company has evaluated, and continues to evaluate, the impact of this regulation, and at this time does not expect this regulation to materially impact the Company’s financial position, results of operations or cash flows. The Company is subject to greenhouse gas emission control regulations in the state of California pursuant to AB 32. AB 32 imposes a statewide cap on greenhouse gas emissions, including emissions from transportation fuels, with the aim of returning the state to 1990 emission levels by 2020. AB 32 is implemented through two market mechanisms including the LCFS and Cap and Trade. The Company is responsible for the AB 32 obligations related to the Torrance refinery beginning on July 1, 2016 and the Martinez refinery beginning on February 1, 2020 and must purchase emission credits to comply with these obligations. Additionally, in September 2016, the state of California enacted Senate Bill 32 (“SB 32”) which further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030. California Air Resources Board also amended the LCFS in 2018 to require a 20% reduction by 2030. The Company recovers the majority of these costs from its customers, and does not expect these obligations to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB 32 or SB 32 regulations, or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows. As of January 1, 2011, the Company is required to comply with EPA’s Control of Hazardous Air Pollutants From Mobile Sources, or MSAT2, regulations on gasoline that impose reductions in the benzene content of its produced gasoline. In addition, the RFS mandates the blending of prescribed percentages of renewable fuels (e.g., ethanol and biofuels) into the Company’s produced gasoline and diesel. These requirements, other requirements of the CAA and other presently existing or future environmental regulations may cause the Company to implement capital projects to reduce the amount of credits required to be purchased, make substantial capital expenditures as well as purchase credits at significant cost, to enable its refineries to produce products that meet applicable requirements. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of the Company’s sites are subject to these laws and the Company may be held liable for investigation and remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In the Company’s current normal operations, it has generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund. The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that it is unlikely that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows. Contingent Consideration In connection with the acquisition of the Martinez refinery and related logistics assets, the sale and purchase agreement dated June 11, 2019 included an earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the agreement, the Company will make payments to Equilon Enterprises LLC d/b/a Shell Oil Products US based on future earnings at the Martinez refinery in excess of certain thresholds, as defined in the agreement, for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The fair value of the Martinez Contingent Consideration was estimated to be $21.6 million as of December 31, 2023 and is included within Accrued expenses on the Company’s Consolidated Balance Sheets. This final earn-out payment is expected to be made in the second quarter of 2024. The fair value of the Martinez Contingent Consideration was estimated to be $147.3 million as of December 31, 2022 (of which approximately $80.0 million was included within Accrued expenses and paid in April 2023). Tax Receivable Agreement PBF Energy (the Company’s indirect parent) entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions. The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of any of its subsidiaries. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 99.3% interest in PBF LLC as of December 31, 2023 (99.3% as of December 31, 2022). PBF LLC generally obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX. As of December 31, 2023 and December 31, 2022, PBF Energy recognized a liability of $336.6 million and $338.6 million, respectively, related to the Tax Receivable Agreement obligation, reflecting the estimate of the undiscounted amounts that PBF Energy expects to pay under the agreement, net of the impact of any deferred tax asset valuation allowance recognized in accordance with ASC 470, Income Taxes |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Lease Position as of December 31, 2023 and December 31, 2022 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: (in millions) Classification on the Balance Sheet December 31, 2023 December 31, 2022 Assets Operating lease assets - third party Lease right of use assets - third party $ 731.9 $ 610.9 Operating lease assets - affiliate Lease right of use assets - affiliate 380.8 421.6 Finance lease assets Lease right of use assets - third party 56.3 67.4 Total lease right of use assets $ 1,169.0 $ 1,099.9 Liabilities Current liabilities: Operating lease liabilities - third party Current operating lease liabilities - third party $ 131.1 $ 60.5 Operating lease liabilities - affiliate Current operating lease liabilities - affiliate 108.7 104.5 Finance lease liabilities - third party Accrued expenses 12.2 11.7 Noncurrent liabilities: Operating lease liabilities - third party Long-term operating lease liabilities - third party 607.9 551.8 Operating lease liabilities - affiliate Long-term operating lease liabilities - affiliate 272.1 317.2 Finance lease liabilities - third party Long-term financing lease liabilities - third party 46.1 57.9 Total lease liabilities $ 1,178.1 $ 1,103.6 Lease Costs The table below presents certain information related to costs for the Company’s leases for the year ended December 31, 2023 and December 31, 2022: Lease Costs (in millions) December 31, 2023 December 31, 2022 Components of total lease costs: Finance lease costs Amortization of right of use assets $ 13.9 $ 12.6 Interest on lease liabilities 4.5 5.3 Operating lease costs 355.7 301.5 Short-term lease costs 137.7 88.0 Variable lease costs 68.9 52.4 Total lease costs $ 580.7 $ 459.8 Other Information The table below presents supplemental cash flow information related to leases for the year ended December 31, 2023 and December 31, 2022 (in millions): Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 349.3 $ 300.5 Operating cash flows for finance leases 4.5 5.3 Financing cash flows for finance leases 14.1 11.3 Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases 335.4 82.8 Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of December 31, 2023: Weighted average remaining lease term - operating leases 8.4 years Weighted average remaining lease term - finance leases 4.6 years Weighted average discount rate - operating leases 13.0 % Weighted average discount rate - finance leases 7.2 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2023: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2024 $ 15.8 $ 358.6 2025 13.9 292.0 2026 13.6 221.0 2027 13.6 127.1 2028 10.9 120.7 Thereafter 0.7 756.7 Total minimum lease payments 68.5 1,876.1 Less: effect of discounting 10.2 756.3 Present value of future minimum lease payments 58.3 1,119.8 Less: current obligations under leases 12.2 239.8 Long-term lease obligations $ 46.1 $ 880.0 As of December 31, 2023, the Company has entered into certain leases that have not yet commenced. Such leases include a 3-year lease for an oil tanker, with future lease payments estimated to total approximately $38.1 million. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor. seven |
LEASES | LEASES Lease Position as of December 31, 2023 and December 31, 2022 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: (in millions) Classification on the Balance Sheet December 31, 2023 December 31, 2022 Assets Operating lease assets - third party Lease right of use assets - third party $ 731.9 $ 610.9 Operating lease assets - affiliate Lease right of use assets - affiliate 380.8 421.6 Finance lease assets Lease right of use assets - third party 56.3 67.4 Total lease right of use assets $ 1,169.0 $ 1,099.9 Liabilities Current liabilities: Operating lease liabilities - third party Current operating lease liabilities - third party $ 131.1 $ 60.5 Operating lease liabilities - affiliate Current operating lease liabilities - affiliate 108.7 104.5 Finance lease liabilities - third party Accrued expenses 12.2 11.7 Noncurrent liabilities: Operating lease liabilities - third party Long-term operating lease liabilities - third party 607.9 551.8 Operating lease liabilities - affiliate Long-term operating lease liabilities - affiliate 272.1 317.2 Finance lease liabilities - third party Long-term financing lease liabilities - third party 46.1 57.9 Total lease liabilities $ 1,178.1 $ 1,103.6 Lease Costs The table below presents certain information related to costs for the Company’s leases for the year ended December 31, 2023 and December 31, 2022: Lease Costs (in millions) December 31, 2023 December 31, 2022 Components of total lease costs: Finance lease costs Amortization of right of use assets $ 13.9 $ 12.6 Interest on lease liabilities 4.5 5.3 Operating lease costs 355.7 301.5 Short-term lease costs 137.7 88.0 Variable lease costs 68.9 52.4 Total lease costs $ 580.7 $ 459.8 Other Information The table below presents supplemental cash flow information related to leases for the year ended December 31, 2023 and December 31, 2022 (in millions): Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 349.3 $ 300.5 Operating cash flows for finance leases 4.5 5.3 Financing cash flows for finance leases 14.1 11.3 Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases 335.4 82.8 Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of December 31, 2023: Weighted average remaining lease term - operating leases 8.4 years Weighted average remaining lease term - finance leases 4.6 years Weighted average discount rate - operating leases 13.0 % Weighted average discount rate - finance leases 7.2 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2023: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2024 $ 15.8 $ 358.6 2025 13.9 292.0 2026 13.6 221.0 2027 13.6 127.1 2028 10.9 120.7 Thereafter 0.7 756.7 Total minimum lease payments 68.5 1,876.1 Less: effect of discounting 10.2 756.3 Present value of future minimum lease payments 58.3 1,119.8 Less: current obligations under leases 12.2 239.8 Long-term lease obligations $ 46.1 $ 880.0 As of December 31, 2023, the Company has entered into certain leases that have not yet commenced. Such leases include a 3-year lease for an oil tanker, with future lease payments estimated to total approximately $38.1 million. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor. seven |
EQUITY STRUCTURE
EQUITY STRUCTURE | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY STRUCTURE | EQUITY STRUCTURE PBF Holding has no common stock outstanding. As of December 31, 2023, 100% of the membership interests of PBF Holding were owned by PBF LLC, and PBF Finance Corporation had 100 shares of common stock outstanding, all of which were held by PBF Holding. The following sections represent the equity structure of the Company’s indirect and direct parents, PBF Energy and PBF LLC, respectively. PBF Energy Capital Structure PBF Energy Class A Common Stock Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors of PBF Energy out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon PBF Energy’s dissolution or liquidation or the sale of all or substantially all of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. PBF Energy Class B Common Stock Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder. Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law. Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of PBF Energy. PBF Energy Preferred Stock Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors. PBF Energy Treasury Stock During 2022, PBF Energy’s Board of Directors authorized the repurchase of up to $500.0 million of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). On May 3, 2023, PBF Energy’s Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $500.0 million to $1.0 billion and extended the program expiration date to December 2025. On February 13, 2024, PBF Energy's Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $1.0 billion to $1.75 billion. Treasury stock repurchases can be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which could be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depends on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. PBF Energy is not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice. The Company records PBF Energy Class A common stock surrendered to cover income tax withholdings for certain directors and employees and others pursuant to the vesting of certain awards under PBF Energy’s equity-based compensation plans as treasury shares. PBF LLC Capital Structure PBF LLC Series A Units The allocation of profits and losses and distributions to PBF LLC Series A unitholders is governed by the limited liability company agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series C Units. PBF LLC Series A unitholders do not have voting rights. PBF LLC Series B Units The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures 93-27 and 2001-43 of the Internal Revenue Service (“IRS”) and have a stated value of zero at issuance. The PBF LLC Series B Units are held by certain of the Company’s current and former officers, have no voting rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC Series C Units), the holders of PBF Energy’s Class A common stock or any other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000. PBF LLC Series C Units The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF Energy. Noncontrolling Interest |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation expense included in general and administrative expenses consisted of the following: Years Ended December 31, (in millions) 2023 2022 2021 PBF Energy options $ 11.9 $ 19.1 $ 17.3 PBF Energy restricted shares 17.9 11.6 2.8 PBF Energy performance awards 21.7 13.4 10.2 $ 51.5 $ 44.1 $ 30.3 PBF Energy options PBF Energy grants stock o ptions which represent the right to purchase share of PBF Energy’s common stock at its fair market value, which is the closing price of PBF Energy’s common stock on the date of grant. Stock options have a maximum term of ten years from the date they are granted, and vest over a requisite service period of three years, or four years for grants prior to November 2020, subject to acceleration in certain circumstances. PBF Energy did not grant stock options during the year ended December 31, 2023. PBF Energy uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of subjective assumptions. The Black-Scholes option-pricing model values used to value stock option awards granted were determined based on the following weighted average assumptions: December 31, 2022 December 31, 2021 Expected life (in years) 6.00 6.00 Expected volatility 87.6 % 83.8 % Dividend yield 0.00 % 0.00 % Risk-free rate of return 3.24 % 1.37 % Exercise price $ 29.16 $ 13.91 Weighted average fair value per option granted $ 21.68 $ 9.84 The following table summarizes activity for PBF Energy options for 2023: Number of Weighted Weighted Stock-based awards, outstanding at January 1, 2023 10,652,274 $ 24.50 5.96 Exercised (2,901,250) 24.65 — Forfeited (297,570) 36.18 — Outstanding at December 31, 2023 7,453,454 $ 23.98 5.26 Exercisable and vested at December 31, 2023 6,653,383 $ 24.61 5.02 Total expected to vest as of December 31, 2023 7,453,454 $ 23.98 5.26 At December 31, 2023, the total intrinsic value of stock options outstanding and exercisable were $148.9 million and $128.8 million, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $66.1 million, $63.1 million and $0.4 million, respectively. Unrecognized compensation expense related to PBF Energy options at December 31, 2023 was $5.1 million, which will be recognized from 2024 through 2025. Restricted Stock Awards The Company grants restricted stock to employees and non-employee directors. In general, restricted stock granted to our employees vest over a requisite services period of three years, subject to acceleration in certain circumstances. Restricted stock recipients who received grants subsequent to May 2017 have voting rights; however, dividends are accrued and will be paid upon vesting. Restricted stock units granted to non-employee directors are considered to vest immediately at the time of the grant for accounting purposes, as they are non-forfeitable, but are issued in equal annual installments on each of the first three The following table summarizes activity for PBF Energy restricted stock: Number of Weighted Average Nonvested at January 1, 2023 705,450 $ 33.92 Granted 645,386 44.90 Vested (290,915) 32.14 Forfeited (7,415) 35.75 Nonvested at December 31, 2023 1,052,506 $ 41.43 Unrecognized compensation expense related to PBF Energy Restricted Class A common stock at December 31, 2023 was $22.8 million, which will be recognized from 2024 through 2026. The following table reflects activity related to our restricted stock: December 31, 2023 December 31, 2022 December 31, 2021 Weighted-average grant-date fair value per share of restricted stock granted $ 44.90 $ 35.73 $ 16.13 Fair value of restricted stock vested (in millions) $ 11.2 $ 3.3 $ 3.1 Performance Awards The Company grants performance share awards, which are paid in stock, and performance share unit awards, which are paid in cash, (collectively, the “performance awards”) to certain key employees. Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance cycle (the “performance cycle”) with four measurement periods, and performance awards granted to employees after November 1, 2020, are based on a three-year performance cycle having a single measurement period. The performance awards will vest on the last day of the performance cycle, subject to forfeiture or acceleration under certain circumstances set forth in the award agreement. The number of performance awards that will ultimately vest is based on the Company’s total shareholder return over the performance cycle. The number of shares ultimately issued, or cash paid under these awards can range from zero to 200% of target award amounts. Performance Share Unit Awards The performance share unit awards are accounted for as equity awards, for which the fair value was determined on the grant date by application of a Monte Carlo valuation model. The grant date fair value was calculated using a Monte Carlo valuation model with the following assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Expected life (in years) 2.86 - 3.18 3.08 3.12 Expected volatility 56.68% - 59.98% 65.16% 83.78% Dividend yield 1.73% - 1.80% 2.18% 0.00% Risk-free rate of return 4.40% - 4.75% 3.90% 0.87% Weighted average grant-date fair value per PSU $ 56.35 $ 45.91 $ 18.73 The risk-free interest rate for the remaining performance period as of the grant date is based on a linear interpolation of published yields of traded U.S. Treasury Interest-Only STRIP Bonds. The dividend yield assumption is based on the annualized most recent quarterly dividend divided by the stock price on the grant date. The assumption for the expected volatility of the Company’s stock price reflects the average of PBF Energy’s common stock historical and implied volatility. The following table summarizes activity for PBF Energy performance share awards: Number of Weighted Average Nonvested at January 1, 2023 786,526 $ 21.02 Granted 197,404 56.35 Vested (343,978) 8.95 Forfeited (8,509) 32.70 Nonvested at December 31, 2023 631,443 $ 38.48 In 2023, 2022 and 2021, PSU’s with a fair value of $30.9 million, $2.0 million and $1.8 million, respectively, were vested. As of December 31, 2023, unrecognized compensation cost related to performance share unit awards was $17.4 million, which is expected to be recognized over a weighted average period of 2.48 years. Performance Unit awards The performance unit awards are dollar denominated with a target value of $1.00, with actual payout of up to $2.00 per unit (or 200 percent of target). The performance unit awards are settled in cash based on the payout amount determined at the end of the performance cycle. The Company accounts for the performance unit awards as liability awards which the Company recorded at fair market value on the date of grant. Subsequently, the performance unit awards will be marked-to-market at the end of each fiscal quarter by application of a Monte Carlo simulation model. The following table summarizes activity for PBF Energy performance unit awards: Number of Nonvested at January 1, 2023 31,454,950 Granted 18,649,445 Vested (6,036,460) Forfeited (510,774) Nonvested at December 31, 2023 43,557,161 In 2023, 2022 and 2021, Performance Units with a fair value of $12.1 million, $1.5 million and $5.2 million, respectively, were vested. As of December 31, 2023, unrecognized compensation cost related to performance unit awards was $24.4 million, which is expected to be recognized over a weighted average period of 2.20 years. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan The Company’s defined contribution plan covers all employees. Employees are eligible to participate as of the first day of the month following 30 days of service. Participants can make basic contributions up to 50 percent of their annual salary subject to IRS limits. The Company matches participants’ contributions at the rate of 200 percent of the first 3 percent of each participant’s total basic contribution based on the participant’s total annual salary. The Company’s contribution to the qualified defined contribution plans was $37.5 million, $33.4 million and $27.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. Defined Benefit and Post-Retirement Medical Plans The Company sponsors a noncontributory defined benefit pension plan (the “Qualified Plan”) with a policy to fund pension liabilities in accordance with the limits imposed by the Employee Retirement Income Security Act of 1974 and Federal income tax laws. In addition, the Company sponsors a supplemental pension plan covering certain employees, which provides incremental payments that would have been payable from the Company’s principal pension plan, were it not for limitations imposed by income tax regulations (the “Supplemental Plan”). The funded status is measured as the difference between plan assets at fair value and the projected benefit obligation which is to be recognized in the Consolidated Balance Sheets. The plan assets and benefit obligations are measured as of the Consolidated Balance Sheet date. The non-union Delaware City employees and all Paulsboro, Toledo, Chalmette, Torrance and Martinez employees became eligible to participate in the Company’s defined benefit plans as of the respective acquisition dates. The union Delaware City employees became eligible to participate in the Company’s defined benefit plans upon commencement of normal operations. The Company did not assume any of the employees’ pension liability accrued prior to the respective acquisitions. The Company formed the Post-Retirement Medical Plan on December 31, 2010 to provide health care coverage continuation from date of retirement to age 65 for qualifying employees associated with the Paulsboro acquisition. The Company credited the qualifying employees with their prior service under Valero Energy Corporation which resulted in the recognition of a liability for the projected benefit obligation. The Post-Retirement Medical Plan includes all corporate and refinery employees. The changes in the benefit obligation, the changes in fair value of plan assets, and the funded status of the Company’s Pension and Post-Retirement Medical Plans as of and for the years ended December 31, 2023 and 2022 were as follows: Pension Plans Post-Retirement (in millions) 2023 2022 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 357.0 $ 353.3 $ 13.9 $ 18.2 Service cost 48.1 55.6 0.5 0.8 Interest cost 17.7 7.9 0.7 0.3 Plan amendments — — 6.0 — Benefit payments (18.1) (18.9) (1.4) (1.4) Actuarial loss (gain) 25.0 (40.9) (0.1) (4.0) Projected benefit obligation at end of year $ 429.7 $ 357.0 $ 19.6 $ 13.9 Change in plan assets: Fair value of plan assets at beginning of year $ 274.2 $ 306.3 $ — $ — Actual return on plan assets 34.8 (51.0) — — Benefits paid (18.1) (18.9) (1.4) (1.4) Employer contributions 58.4 37.8 1.4 1.4 Fair value of plan assets at end of year $ 349.3 $ 274.2 $ — $ — Reconciliation of funded status: Fair value of plan assets at end of year $ 349.3 $ 274.2 $ — $ — Less benefit obligations at end of year 429.7 357.0 19.6 13.9 Funded status at end of year $ (80.4) $ (82.8) $ (19.6) $ (13.9) The accumulated benefit obligation for the defined benefit plans approximated $391.1 million and $321.0 million at December 31, 2023 and 2022, respectively. Benefit payments, which reflect expected future services that the Company expects to pay are as follows for the years ended December 31: (in millions) Pension Benefits Post-Retirement 2024 $ 31.2 $ 1.9 2025 26.8 1.9 2026 31.3 1.9 2027 35.4 1.9 2028 39.0 2.0 Years 2029-2033 234.7 9.2 The Company’s funding policy for its defined benefit plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that may be appropriate considering the funded status of the plans, tax consequences, the cash flow generated by the Company and other factors. The Company plans to contribute approximately $34.4 million to the Company’s Pension Plans during 2024. The components of net periodic benefit cost were as follows for the years ended December 31, 2023, 2022 and 2021: Pension Benefits Post-Retirement (in millions) 2023 2022 2021 2023 2022 2021 Components of net periodic benefit cost: Service cost $ 48.1 $ 55.6 $ 57.5 $ 0.5 $ 0.8 $ 1.1 Interest cost 17.7 7.9 5.3 0.7 0.3 0.3 Expected return on plan assets (19.2) (17.5) (14.2) — — — Amortization of prior service cost and actuarial loss — 0.1 0.1 0.1 0.4 0.7 Net periodic benefit cost $ 46.6 $ 46.1 $ 48.7 $ 1.3 $ 1.5 $ 2.1 Lump sum payments made by the Supplemental Plan to employees retiring in 2023, 2022 and 2021 did not exceed the Plan’s total service and interest costs expected for those years. The pre-tax amounts recognized in other comprehensive (income) loss for the years ended December 31, 2023, 2022 and 2021 were as follows: Pension Benefits Post-Retirement (in millions) 2023 2022 2021 2023 2022 2021 Prior service costs $ — $ — $ — $ 6.1 $ — $ — Net actuarial loss (gain) 9.5 27.6 (21.1) (0.2) (4.0) (4.0) Amortization of losses and prior service cost (0.1) (0.1) (0.1) (0.1) (0.4) (0.7) Total changes in other comprehensive (income) loss $ 9.4 $ 27.5 $ (21.2) $ 5.8 $ (4.4) $ (4.7) The pre-tax amounts in accumulated other comprehensive income (loss) as of December 31, 2023 and 2022 that have not yet been recognized as components of net periodic costs were as follows: Pension Benefits Post-Retirement (in millions) 2023 2022 2023 2022 Prior service costs $ (0.4) $ (0.5) $ (8.7) $ (3.5) Net actuarial (loss) gain (24.4) (14.8) 10.9 11.4 Total $ (24.8) $ (15.3) $ 2.2 $ 7.9 The weighted average assumptions used to determine the benefit obligations as of December 31, 2023 and 2022 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2023 2022 2023 2022 2023 2022 Discount rate - benefit obligations 4.99 % 5.22 % 4.94 % 5.24 % 4.88 % 5.15 % Rate of compensation increase 4.27 % 4.27 % 4.50 % 4.50 % — — The weighted average assumptions used to determine the net periodic benefit costs for the years ended December 31, 2023, 2022 and 2021 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2023 2022 2021 2023 2022 2021 2023 2022 2021 Discount rates: Effective rate for service cost 5.22% 2.80% 2.40% 5.24% 2.73% 2.26% 5.27% 2.80% 2.35% Effective rate for interest cost 5.14% 2.33% 1.74% 5.14% 2.24% 1.53% 5.05% 1.91% 1.28% Effective rate for interest on service cost 5.14% 2.45% 1.92% 5.12% 2.29% 1.75% 5.21% 2.65% 2.11% Cash balance interest credit rate 4.04% 2.06% 1.57% 4.04% 2.06% 1.57% N/A N/A N/A Expected long-term rate of return on plan assets 6.75% 5.50% 5.25% N/A N/A N/A N/A N/A N/A Rate of compensation increase 4.27% 4.26% 4.28% 4.50% 4.50% 4.50% N/A N/A N/A The assumed health care cost trend rates as of December 31, 2023 and 2022 were as follows: Post-Retirement 2023 2022 Health care cost trend rate assumed for next year 6.4 % 6.4 % Rate to which the cost trend rate was assumed to decline (the ultimate trend rate) 4.0 % 4.0 % Year that the rate reaches the ultimate trend rate 2046 2046 The table below presents the fair values of the assets of the Company’s Qualified Plan as of December 31, 2023 and 2022 by level of fair value hierarchy. Assets consist of collective trusts and are measured at fair value based on the closing net asset value (“NAV”) as determined by the fund manager and reported daily. As noted above, the Company’s post-retirement medical plan is funded on a pay-as-you-go basis and has no assets. Fair Value Measurements Using December 31, (in millions) 2023 2022 Equities: Domestic equities $ 75.0 $ 73.0 Developed international equities 46.9 34.9 Global low volatility equities 21.0 18.4 Emerging market equities 24.8 20.8 Fixed-income 159.9 106.2 Real Estate 19.7 18.9 Cash and cash equivalents 2.0 2.0 Total $ 349.3 $ 274.2 The Company’s investment strategy for its Qualified Plan is to achieve a reasonable return on assets that supports the plan’s interest credit rating, subject to a moderate level of portfolio risk that provides liquidity. Consistent with these financial objectives as of December 31, 2023, the plan’s target allocations for plan assets are 48% invested in equity securities, 46% fixed income investments and 6% in real estate. Equity securities include international stocks and a blend of U.S. growth and value stocks of various sizes of capitalization. Fixed income securities include bonds and notes issued by the U.S. government and its agencies, corporate bonds, and mortgage-backed securities. The aggregate asset allocation is reviewed on an annual basis. The overall expected long-term rate of return on plan assets for the Qualified Plan is based on the Company’s view of long-term expectations and asset mix. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenues [Abstract] | |
REVENUES | REVENUES Revenue Recognition In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. 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: Year Ended December 31, (in millions) 2023 2022 2021 Gasoline and distillates $ 34,002.5 $ 41,465.0 $ 23,489.5 Asphalt and blackoils 1,650.1 2,123.8 1,217.8 Feedstocks and other 1,640.6 1,863.0 1,310.1 Chemicals 650.6 903.8 889.8 Lubricants 344.7 425.0 294.8 Total Revenues $ 38,288.5 $ 46,780.6 $ 27,202.0 The majority of the Company’s revenues are generated from the sale of refined products. These revenues are largely based on the current spot (market) prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606. 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 $63.6 million and $37.5 million as of December 31, 2023 and December 31, 2022, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations. The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Crude Oil and Refined Product Exchanges and Matching Buy/Sell Transactions The Company enters into buy/sell arrangements and exchange contracts where it agrees to deliver a specified quantity and quality of crude oil or refined products at a specified location and date to a particular counterparty and to receive from the same counterparty the same commodity at a specified location on the same or another specified date. The exchange receipts and deliveries are non-monetary transactions, with the exception of specific grade or location differentials settled in cash. The matching buy/sell purchase and sale transactions are settled in cash. No revenues are recorded for exchange and matching buy/sell transactions as they are accounted for as exchanges of inventory. The net difference in buy/sell transactions is recorded in Cost of Goods Sold. The exchange transactions are recognized at the carrying amount of the inventory transferred. Significant Judgment and Practical Expedients For performance obligations related to sales of products, the Company has determined that customers are able to direct the use of, and obtain substantially all of the benefits from, the products at the point in time that the products are delivered. The Company has determined that the transfer of control upon delivery to the customer’s requested destination accurately depicts the transfer of goods. Upon the delivery of the products and transfer of control, the Company generally has the present right to payment and the customers bear the risks and rewards of ownership of the products. The Company has elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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 two subsidiaries acquired in connection with the acquisition of Chalmette Refining and PBF Ltd. that are treated as C-Corporations for income tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented. The reported income tax expense (benefit) in the PBF Holding Consolidated Statements of Operations consists of the following: (in millions) December 31, 2023 December 31, 2022 December 31, 2021 Current income tax (benefit) expense $ (1.8) $ 0.5 $ 0.5 Deferred income tax expense (benefit) 3.7 (3.2) (14.5) Total income tax expense (benefit) $ 1.9 $ (2.7) $ (14.0) A summary of the components of PBF Holding’s deferred tax assets and deferred tax liabilities consists of the following: (in millions) December 31, 2023 December 31, 2022 Deferred tax assets Net operating loss carry forwards $ 0.9 $ 2.2 Other 0.6 0.6 Total deferred tax assets 1.5 2.8 Valuation allowance — — Total deferred tax assets, net 1.5 2.8 Deferred tax liabilities Property, plant and equipment 15.4 16.0 Inventory 10.9 7.8 Total deferred tax liabilities 26.3 23.8 Net deferred tax liability $ (24.8) $ (21.0) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of December 31, 2023 and 2022. The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company may be required to post margin collateral or reclaim cash collateral from derivative counterparties based on contractual terms. At December 31, 2023, the Company had the obligation to return cash collateral posted against its derivative obligations of $23.7 million. Cash collateral related to derivative contracts is recorded net in the Consolidated Balance Sheets. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Consolidated Balance Sheets. As of December 31, 2023 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 130.3 $ — $ — $ 130.3 N/A $ 130.3 Commodity contracts 80.1 — — 80.1 (46.9) 33.2 Liabilities: Commodity contracts 46.9 — — 46.9 (46.9) — Renewable energy credit and emissions obligations — 429.8 — 429.8 — 429.8 Contingent consideration obligation — — 21.6 21.6 — 21.6 As of December 31, 2022 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 106.5 $ — $ — $ 106.5 N/A $ 106.5 Commodity contracts 33.8 15.7 — 49.5 (35.6) 13.9 Derivatives included within inventory intermediation agreement obligations — 25.1 — 25.1 — 25.1 Liabilities: Commodity contracts 20.6 11.8 3.2 35.6 (35.6) — Catalyst obligations — 4.0 — 4.0 — 4.0 Renewable energy credit and emissions obligations — 1,361.1 — 1,361.1 — 1,361.1 Contingent consideration obligation — — 147.3 147.3 — 147.3 The valuation methods used to measure financial instruments at fair value are as follows: • Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents. • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets. • The derivatives included with inventory intermediation agreement obligations and the catalyst obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets. • Renewable energy credit and emissions obligations primarily represent the Company’s liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy its obligation to blend biofuels into the products the Company produces and (ii) emission credits under the AB 32 and similar programs (collectively, the cap-and-trade systems). To the degree the Company is unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, it must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, it must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on the Company’s deficit for such credits as of the balance sheet date, if any, after considering any credits acquired, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. To the extent that the Company has a better estimate of the cost at which it settles its obligation, such as agreements to purchase RINs at prices other than the current spot price, the Company considers those costs in valuing the remaining obligation. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based on quoted prices from an independent pricing service. • When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps are derived using broker quotes, prices from other third party sources and other available market based data. • The contingent consideration obligation at December 31, 2023 and 2022 is categorized in Level 3 of the fair value hierarchy and is estimated using discounted cash flow models based on management’s estimate of the future cash flows related to the earn-out periods. Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of December 31, 2023 and 2022, $18.8 million and $18.6 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets. The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration: Year Ended December 31, (in millions) 2023 2022 Balance at beginning of period $ 150.5 $ 29.4 Additions — — Settlements (88.3) (15.0) Unrealized (gain) loss included in earnings (40.6) 136.1 Balance at end of period $ 21.6 $ 150.5 There were no transfers between levels during the years ended December 31, 2023 and 2022, respectively. Fair value of debt The table below summarizes the carrying value and fair value of debt as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 (in millions) Carrying Fair Carrying Fair 2028 Senior Notes (a) $ 801.6 $ 779.3 $ 801.6 $ 703.7 2030 Senior Notes (a) 500.0 514.8 — — 2025 Senior Notes (a) — — 664.5 656.0 Catalyst financing arrangements (b) — — 4.0 4.0 1,301.6 1,294.1 1,470.1 1,363.7 Less - Current debt — — — — Unamortized discount (3.2) n/a — n/a Less - Unamortized deferred financing costs (52.5) n/a (35.2) n/a Long-term debt $ 1,245.9 $ 1,294.1 $ 1,434.9 $ 1,363.7 _______________ (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) Catalyst financing arrangements were 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 elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability was directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to mitigate certain exposures to commodity price risk. On July 31, 2023, the Company terminated the Third Inventory Intermediation Agreement. Prior to its termination, the Third Inventory Intermediation Agreement contained purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under this agreement were derivative instruments designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives was based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives was based on the level of operating inventories. As of December 31, 2023, there were no barrels of crude oil and feedstocks and no barrels of intermediates and refined products outstanding under these derivative instruments designated as fair value hedges. As of December 31, 2022, there were 1,945,994 barrels of crude oil and feedstocks and 780,734 barrels of intermediates and refined products outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract. The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of December 31, 2023, there were 23,774,000 barrels of crude oil and 5,351,000 barrels of refined products (17,890,000 and 12,175,200, respectively, as of December 31, 2022), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts. The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging , and therefore does not record them at fair value. The following tables provide information regarding the fair values of derivative instruments as of December 31, 2023 and December 31, 2022 and the line items in the Consolidated Balance Sheets in which fair values are reflected. Description Balance Sheet Location Fair Value (in millions) Derivatives designated as hedging instruments: December 31, 2023: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ — December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 25.1 Derivatives not designated as hedging instruments: December 31, 2023: Commodity contracts Accounts receivable $ 33.2 December 31, 2022: Commodity contracts Accounts receivable $ 13.9 The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the Consolidated Statements of Operations in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Gain or (Loss) (in millions) Derivatives designated as hedging instruments: For the year ended December 31, 2023: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 21.0 For the year ended December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 5.4 For the year ended December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 8.4 Derivatives not designated as hedging instruments: For the year ended December 31, 2023: Commodity contracts Cost of products and other $ 38.1 For the year ended December 31, 2022: Commodity contracts Cost of products and other $ (31.5) For the year ended December 31, 2021: Commodity contracts Cost of products and other $ (83.4) Hedged items designated in fair value hedges: For the year ended December 31, 2023: Crude oil, intermediate and refined product inventory Cost of products and other $ (21.0) For the year ended December 31, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (5.4) For the year ended December 31, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ (8.4) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation |
Cost Classifications | Cost Classifications Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs. Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with the Company’s refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s Consolidated Statements of Operations. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from those estimates. |
Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles | Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness of their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering events may include, among other things, significant adverse changes in the business climate, market conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset group will be sold or retired before its estimated useful life. These possible triggering events of impairment may impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if actual results materially differ from the estimated assumptions used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity of those instruments. |
Concentrations of Credit Risk | Concentrations of Credit Risk For the years ended December 31, 2023 and December 31, 2022, only one customer, Shell plc (“Shell”), accounted for 10% or more of the Company’s revenues (approximately 14% and 14%, respectively). |
Revenue Recognition | Revenue Recognition The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue related to the sale of products when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Refer to “Note 15 - Revenues” for further discussion of the Company’s revenue recognition policy. |
Allowance for Doubtful Accounts | Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if required, to report such amounts at their estimated net realizable value. In estimating probable losses, management reviews accounts that are past due and determines if there are any known disputes. |
Excise Taxes | Excise taxes on sales of refined products that are collected from customers and remitted to various governmental agencies are reported on a net basis. |
Inventory | Inventory Inventories are carried at the lower of cost or market (“LCM”). The cost of crude oil, feedstocks, blendstocks and refined products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with increments valued based on average purchase prices during the year. The cost of supplies and other inventories is determined principally on the weighted average cost method. |
RINs | RINs The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels consumed in the United States (the “RFS”). The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. |
Leases | Leases The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-acquisition and development/construction stages of a major construction project. The Company capitalizes the interest cost associated with major construction projects based on the effective interest rate of total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the application development stage. Depreciation is computed using the straight-line method over the following estimated useful lives: Computers, furniture and fixtures 3-7 years Leasehold improvements 20 years Processing units and equipment 5-25 years Pipeline and equipment 5-25 years Buildings 25 years Railcars 50 years Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. |
Deferred Charges and Other Assets, Net | Deferred Charges and Other Assets, Net Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill, deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs, which is based on an engineering assessment. The amortization period generally ranges from 3 to 6 years; however, based on the specific facts and circumstances, different periods of deferral may occur. Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection with the Company’s review of its long-lived assets. Deferred financing costs are capitalized when incurred and amortized over the life of the loan. |
Finite-Lived Intangible Assets | Intangible assets with finite lives primarily consist of emission credits and permits and are amortized over their estimated useful lives (generally 1 to 10 years). |
Asset Retirement Obligations | Asset Retirement Obligations The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed, or leased. The Company records the liability when it has a legal or contractual obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, the Company will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this time. The Company will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. |
Environmental Matters | Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable future costs using currently available technology and applying current regulations, as well as the Company’s own internal environmental policies. The measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual settlement of the Company’s liability for environmental matters could materially differ from its estimates due to a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations, potential improvements in remediation technologies and the participation of other responsible parties. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common stock granted by PBF Energy to certain PBF Holding employees, Series A warrants issued or granted by PBF LLC to employees in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of PBF LLC granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain members of management and restricted PBF LLC Series A Units and restricted PBF Energy Class A common stock granted to certain directors and officers. The estimated fair value of the options to purchase PBF Energy Class A common stock and the PBF LLC Series A warrants and options, is based on the Black-Scholes option pricing model and the fair value of the PBF LLC Series B units is estimated based on a Monte Carlo simulation model. The estimated fair value is amortized as stock-based compensation expense on a straight-line method over the vesting period and included in General and administrative expense with forfeitures recognized in the period they occur. PBF Energy grants performance share unit awards and performance unit awards to certain key employees. Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance cycle with four measurement periods and performance awards granted to employees after November 1, 2020 are based on a three-year performance cycle having a single measurement period. The payout for each, which ranges from zero to 200%, is based on the relative ranking of the total shareholder return (“TSR”) of PBF Energy’s common stock as compared to the TSR of a selected group of industry peer companies over an average of four measurement periods. The performance share unit awards and performance unit awards are each measured at fair value based on Monte Carlo simulation models. The performance share unit awards will be settled in PBF Energy Class A common stock and are accounted for as equity awards and the performance unit awards will be settled in cash and are accounted for as liability awards. |
Income Taxes | Income Taxes As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, there is no benefit or expense for federal or state income tax in the accompanying financial statements apart from the income taxes attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining, L.L.C. (“Chalmette Refining”) and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). These subsidiaries are treated as C-corporations for tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented. The State tax returns for all years since 2019 are subject to examination by the respective tax authorities. |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its pension and post-retirement benefit plans. The funded status is recorded within Other long-term liabilities or Other non-current assets. Changes in the plans’ funded status are recognized in other comprehensive income in the period the change occurs. |
Fair Value Measurement | Fair Value Measurement A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of its applicable assets and liabilities. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. |
Financial Instruments | Financial Instruments The estimated fair value of financial instruments has been determined based on the Company’s assessment of available market information and appropriate valuation methodologies. The Company’s non-derivative financial instruments that are included in current assets and current liabilities are recorded at cost in the Consolidated Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature. Derivative instruments are recorded at fair value in the Consolidated Balance Sheets. The Company’s commodity contracts are measured and recorded at fair value using Level 1 inputs based on quoted prices in an active market, Level 2 inputs based on quoted market prices for similar instruments, or Level 3 inputs based on third-party sources and other available market based data. The Company’s catalyst obligations and derivatives related to the Company’s crude oil and feedstocks and refined product purchase obligations are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on observable market prices for similar instruments. |
Derivative Instruments | Derivative Instruments The Company is exposed to market risk, primarily related to changes in commodity prices for the crude oil and feedstocks used in the refining process as well as the prices of the refined products sold, and the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. The accounting treatment for commodity and environmental compliance contracts depends on the intended use of the particular contract and on whether or not the contract meets the definition of a derivative. All derivative instruments, not designated as normal purchases or sales, are recorded in the Consolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase or normal sale accounting are recognized in earnings. Contracts qualifying for the normal purchase and sales exemption are accounted for upon settlement. Cash flows related to derivative instruments that are not designated or do not qualify for hedge accounting treatment are included in operating activities. The Company designates certain derivative instruments as fair value hedges of a particular risk associated with a recognized asset or liability. At the inception of the hedge designation, the Company documents the relationship between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivative gains and losses related to these fair value hedges, including hedge ineffectiveness, are recorded in cost of sales along with the change in fair value of the hedged asset or liability attributable to the hedged risk. Cash flows related to derivative instruments that are designated as fair value hedges are included in operating activities. Economic hedges are hedges not designated as fair value or cash flow hedges for accounting purposes that are used to (i) manage price volatility in certain refinery feedstock and refined product inventories, and (ii) manage price volatility in certain forecasted refinery feedstock purchases and refined product sales. These instruments are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in cost of sales. Derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives, determination of the fair value of derivatives, documentation of hedge relationships, assessment and measurement of hedge ineffectiveness and election and designation of the normal purchases and sales exemption. All of these judgments, depending upon their timing and effect, can have a significant impact on the Company’s earnings. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, Useful Lives | Depreciation is computed using the straight-line method over the following estimated useful lives: Computers, furniture and fixtures 3-7 years Leasehold improvements 20 years Processing units and equipment 5-25 years Pipeline and equipment 5-25 years Buildings 25 years Railcars 50 years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: December 31, 2023 (in millions) Total Crude oil and feedstocks $ 1,495.4 Refined products and blendstocks 1,536.5 Warehouse stock and other 151.2 $ 3,183.1 Lower of cost or market adjustment — Total inventories $ 3,183.1 December 31, 2022 (in millions) Titled Inventory Inventory Intermediation Agreement Total Crude oil and feedstocks $ 1,195.2 $ 140.9 $ 1,336.1 Refined products and blendstocks 1,244.7 40.9 1,285.6 Warehouse stock and other 141.9 — 141.9 $ 2,581.8 $ 181.8 $ 2,763.6 Lower of cost or market adjustment — — — Total inventories $ 2,581.8 $ 181.8 $ 2,763.6 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: (in millions) December 31, 2023 December 31, 2022 Processing units, pipelines and equipment $ 4,487.7 $ 4,508.8 Construction in progress 464.8 825.1 Land 416.1 418.8 Computers, furniture and fixtures 207.3 175.7 Buildings and leasehold improvements 178.7 107.8 5,754.6 6,036.2 Less - Accumulated depreciation (1,609.1) (1,434.4) Total property, plant and equipment, net $ 4,145.5 $ 4,601.8 |
DEFERRED CHARGES AND OTHER AS_2
DEFERRED CHARGES AND OTHER ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Charges and Other Assets, Net | Deferred charges and other assets, net consisted of the following: (in millions) December 31, 2023 December 31, 2022 Deferred turnaround costs, net $ 855.7 $ 619.5 Catalyst, net (a) 180.1 199.7 Environmental credits 42.5 41.4 Linefill 27.4 27.4 Pension plan assets 18.8 18.6 Other 4.8 47.4 Total deferred charges and other assets, net $ 1,129.3 $ 954.0 (a) Catalyst, net includes $114.2 million and $117.0 million of indefinite-lived precious metal catalysts (both owned or financed as part of existing catalyst financing arrangements) as of December 31, 2023 and December 31, 2022, respectively. |
Schedule of Intangible Assets, Net | Intangible assets, net, included in “Other” above, primarily consists of permits and emission credits. Our net balance as of December 31, 2023 and December 31, 2022 is shown below: (in millions) December 31, 2023 December 31, 2022 Intangible assets - gross $ 4.0 $ 4.0 Accumulated amortization (3.5) (3.5) Intangible assets - net $ 0.5 $ 0.5 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: (in millions) December 31, 2023 December 31, 2022 Inventory-related accruals $ 1,716.2 $ 1,417.4 Renewable energy credit and emissions obligations (a) 429.8 1,361.1 Accrued salaries and benefits 185.5 172.9 Accrued transportation costs 170.5 127.3 Excise and sales tax payable 137.3 123.8 Accrued capital expenditures 84.5 85.7 Accrued utilities 71.0 105.4 Accrued refinery maintenance and support costs 60.2 48.1 Accrued interest 32.4 20.1 Contingent Consideration 21.6 81.6 Environmental liabilities 15.7 14.1 Current finance lease liabilities 12.2 11.7 Inventory intermediation agreement (b) — 98.3 Other 31.1 23.5 Total accrued expenses $ 2,968.0 $ 3,691.0 (a) The Company is subject to obligations to purchase RINs required to comply with RFS. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of December 31, 2023, the Company had forward purchase commitments in excess of total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s current AB 32 liability is part of an ongoing triennial period program which will be settled in 2024. (b) The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022, a liability was recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. As described in “Note 4 - Inventories”, the Company early terminated this agreement on July 31, 2023. |
CREDIT FACILITIES AND DEBT (Tab
CREDIT FACILITIES AND DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Outstanding | Debt outstanding consisted of the following: (in millions) December 31, 2023 December 31, 2022 2028 Senior Notes $ 801.6 $ 801.6 2030 Senior Notes 500.0 — 2025 Senior Notes — 664.5 Revolving Credit Facility — — Catalyst financing arrangements — 4.0 1,301.6 1,470.1 Unamortized discount (3.2) — Unamortized deferred financing costs (52.5) (35.2) Long-term debt $ 1,245.9 $ 1,434.9 |
Schedule of Debt Maturing in the Next Five Years and Thereafter | Debt maturing in the next five years and thereafter is as follows (in millions): Year Ending December 31, 2024 $ — 2025 — 2026 — 2027 — 2028 801.6 Thereafter 500.0 Total debt outstanding $ 1,301.6 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The commercial agreements as of December 31, 2023 (as defined in the table below) with PBFX include: Agreements Initiation Date Initial Term Renewals (a) MVC Force Majeure Transportation and Terminaling Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (b) 12/12/2014 10 years 2 x 5 4,400 bpd PBF Holding or PBFX can declare Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months See note (c) See note (c) Delaware City Truck Loading Services Agreement- Gasoline 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd East Coast Terminals Terminaling Services Agreements (d) 5/1/2016 Various (e) Evergreen 15,000 bpd (f) East Coast Terminals Tank Lease Agreements 5/1/2016 Various (e) Evergreen 350,000 barrels (g) Torrance Valley Pipeline Transportation Services Agreement- North Pipeline (b) 8/31/2016 10 years 2 x 5 50,000 bpd Torrance Valley Pipeline Transportation Services Agreement- South Pipeline (b) 8/31/2016 10 years 2 x 5 75,000 bpd (h) Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank (b) 8/31/2016 10 years 2 x 5 55,000 barrels (g) Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank (b) 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank (b) 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (b) 8/4/2017 15 years Evergreen 60,000 dekatherms per day Knoxville Terminals Agreement- Terminaling Services 4/16/2018 5 years Evergreen See note (i) Knoxville Terminals Agreement- Storage Services 4/16/2018 5 years Evergreen See note (i) Toledo Rail Loading Agreement (b) 7/31/2018 7 years, 5 months 2 x 5 Various (j) Chalmette Terminal Throughput Agreement 7/31/2018 1 year Evergreen N/A Chalmette Rail Unloading Agreement 7/31/2018 7 years, 5 months 2 x 5 7,600 bpd DSL Ethanol Throughput Agreement (b) 7/31/2018 7 years, 5 months 2 x 5 5,000 bpd Delaware City Terminaling Services Agreement 1/1/2022 4 years 2 x 5 95,000 bpd Toledo Truck Unloading & Terminaling Agreement (b) 4/1/2022 9 months Evergreen See note (k) Crude Oil Processing Agreement 11/9/2023 6 months Evergreen N/A Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (b) 12/12/2014 10 years 2 x 5 3,849,271 barrels (g) PBF Holding or PBFX can declare Chalmette Storage Agreement (b) See note (l) 10 years 2 x 5 625,000 barrels (g) East Coast Storage Assets Terminal Storage Agreement (b) 1/1/2019 8 years Evergreen 2,953,725 barrels (g) ____________________ (a) PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable. (b) These commercial agreements with PBFX are considered leases. (c) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, PBF Holding and Delaware Pipeline Company LLC agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019, subsequent to which PBFX has been billing actual throughput on the Magellan connection. (d) Subsequent to the PBFX acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”), the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. (e) The East Coast Terminals related party agreements include varying initial term lengths, ranging from one (f) The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between PBFX’s East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro refinery with a 15,000 bpd MVC. (g) Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors. PBF Holding’s available shell capacity may be subject to change as agreed to by PBF Holding and PBFX. (h) In connection with the acquisition of Torrance Valley Pipeline Company LLC on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. (i) Following the expiration of the initial terms of the Knoxville Terminals Agreements, both agreements have renewed as evergreen agreements with no contracted MVCs. (j) Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. (k) The Toledo Truck Unloading & Terminaling Agreement MVC was 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC decreased to 1,000 bpd. (l) The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. |
Contribution Agreements | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | 2021. |
PBF Logistics LP | Commercial Agreements | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | A summary of our affiliate transactions with PBFX is as follows: Year Ended December 31, (in millions) 2023 2022 2021 Reimbursements under affiliate agreements: Services Agreement $ 8.7 $ 8.7 $ 8.7 Omnibus Agreement 7.9 8.3 7.3 Total expenses under affiliate agreements 347.8 319.6 304.1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligations Disclosure | The fixed and determinable amounts related to obligations under these agreements are as follows: Year Ending December 31, (in millions) 2024 $ 162.4 2025 128.5 2026 21.7 2027 21.7 2028 21.7 Thereafter 174.0 Total obligations $ 530.0 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: (in millions) Classification on the Balance Sheet December 31, 2023 December 31, 2022 Assets Operating lease assets - third party Lease right of use assets - third party $ 731.9 $ 610.9 Operating lease assets - affiliate Lease right of use assets - affiliate 380.8 421.6 Finance lease assets Lease right of use assets - third party 56.3 67.4 Total lease right of use assets $ 1,169.0 $ 1,099.9 Liabilities Current liabilities: Operating lease liabilities - third party Current operating lease liabilities - third party $ 131.1 $ 60.5 Operating lease liabilities - affiliate Current operating lease liabilities - affiliate 108.7 104.5 Finance lease liabilities - third party Accrued expenses 12.2 11.7 Noncurrent liabilities: Operating lease liabilities - third party Long-term operating lease liabilities - third party 607.9 551.8 Operating lease liabilities - affiliate Long-term operating lease liabilities - affiliate 272.1 317.2 Finance lease liabilities - third party Long-term financing lease liabilities - third party 46.1 57.9 Total lease liabilities $ 1,178.1 $ 1,103.6 |
Lease, Cost | The table below presents certain information related to costs for the Company’s leases for the year ended December 31, 2023 and December 31, 2022: Lease Costs (in millions) December 31, 2023 December 31, 2022 Components of total lease costs: Finance lease costs Amortization of right of use assets $ 13.9 $ 12.6 Interest on lease liabilities 4.5 5.3 Operating lease costs 355.7 301.5 Short-term lease costs 137.7 88.0 Variable lease costs 68.9 52.4 Total lease costs $ 580.7 $ 459.8 |
Cash Flow, Lessee | The table below presents supplemental cash flow information related to leases for the year ended December 31, 2023 and December 31, 2022 (in millions): Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 349.3 $ 300.5 Operating cash flows for finance leases 4.5 5.3 Financing cash flows for finance leases 14.1 11.3 Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases 335.4 82.8 Lease Term and Discount Rate The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of December 31, 2023: Weighted average remaining lease term - operating leases 8.4 years Weighted average remaining lease term - finance leases 4.6 years Weighted average discount rate - operating leases 13.0 % Weighted average discount rate - finance leases 7.2 % |
Lessee, Liability, Maturity | The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2023: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2024 $ 15.8 $ 358.6 2025 13.9 292.0 2026 13.6 221.0 2027 13.6 127.1 2028 10.9 120.7 Thereafter 0.7 756.7 Total minimum lease payments 68.5 1,876.1 Less: effect of discounting 10.2 756.3 Present value of future minimum lease payments 58.3 1,119.8 Less: current obligations under leases 12.2 239.8 Long-term lease obligations $ 46.1 $ 880.0 |
Finance Lease, Liability, Fiscal Year Maturity | The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2023: Amounts due in the year ended December 31, (in millions) Finance Leases Operating Leases 2024 $ 15.8 $ 358.6 2025 13.9 292.0 2026 13.6 221.0 2027 13.6 127.1 2028 10.9 120.7 Thereafter 0.7 756.7 Total minimum lease payments 68.5 1,876.1 Less: effect of discounting 10.2 756.3 Present value of future minimum lease payments 58.3 1,119.8 Less: current obligations under leases 12.2 239.8 Long-term lease obligations $ 46.1 $ 880.0 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense included in general and administrative expenses consisted of the following: Years Ended December 31, (in millions) 2023 2022 2021 PBF Energy options $ 11.9 $ 19.1 $ 17.3 PBF Energy restricted shares 17.9 11.6 2.8 PBF Energy performance awards 21.7 13.4 10.2 $ 51.5 $ 44.1 $ 30.3 |
Schedule of Weighted Average Assumptions | December 31, 2022 December 31, 2021 Expected life (in years) 6.00 6.00 Expected volatility 87.6 % 83.8 % Dividend yield 0.00 % 0.00 % Risk-free rate of return 3.24 % 1.37 % Exercise price $ 29.16 $ 13.91 Weighted average fair value per option granted $ 21.68 $ 9.84 |
Schedule of Share-based payment Awards, Performance Awards, Valuation Assumptions | The grant date fair value was calculated using a Monte Carlo valuation model with the following assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Expected life (in years) 2.86 - 3.18 3.08 3.12 Expected volatility 56.68% - 59.98% 65.16% 83.78% Dividend yield 1.73% - 1.80% 2.18% 0.00% Risk-free rate of return 4.40% - 4.75% 3.90% 0.87% Weighted average grant-date fair value per PSU $ 56.35 $ 45.91 $ 18.73 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Compensation Activity | The following table summarizes activity for PBF Energy options for 2023: Number of Weighted Weighted Stock-based awards, outstanding at January 1, 2023 10,652,274 $ 24.50 5.96 Exercised (2,901,250) 24.65 — Forfeited (297,570) 36.18 — Outstanding at December 31, 2023 7,453,454 $ 23.98 5.26 Exercisable and vested at December 31, 2023 6,653,383 $ 24.61 5.02 Total expected to vest as of December 31, 2023 7,453,454 $ 23.98 5.26 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Compensation Activity | The following table summarizes activity for PBF Energy restricted stock: Number of Weighted Average Nonvested at January 1, 2023 705,450 $ 33.92 Granted 645,386 44.90 Vested (290,915) 32.14 Forfeited (7,415) 35.75 Nonvested at December 31, 2023 1,052,506 $ 41.43 Unrecognized compensation expense related to PBF Energy Restricted Class A common stock at December 31, 2023 was $22.8 million, which will be recognized from 2024 through 2026. The following table reflects activity related to our restricted stock: December 31, 2023 December 31, 2022 December 31, 2021 Weighted-average grant-date fair value per share of restricted stock granted $ 44.90 $ 35.73 $ 16.13 Fair value of restricted stock vested (in millions) $ 11.2 $ 3.3 $ 3.1 |
Performance share units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Compensation Activity | The following table summarizes activity for PBF Energy performance share awards: Number of Weighted Average Nonvested at January 1, 2023 786,526 $ 21.02 Granted 197,404 56.35 Vested (343,978) 8.95 Forfeited (8,509) 32.70 Nonvested at December 31, 2023 631,443 $ 38.48 |
Performance Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Compensation Activity | The following table summarizes activity for PBF Energy performance unit awards: Number of Nonvested at January 1, 2023 31,454,950 Granted 18,649,445 Vested (6,036,460) Forfeited (510,774) Nonvested at December 31, 2023 43,557,161 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The changes in the benefit obligation, the changes in fair value of plan assets, and the funded status of the Company’s Pension and Post-Retirement Medical Plans as of and for the years ended December 31, 2023 and 2022 were as follows: Pension Plans Post-Retirement (in millions) 2023 2022 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 357.0 $ 353.3 $ 13.9 $ 18.2 Service cost 48.1 55.6 0.5 0.8 Interest cost 17.7 7.9 0.7 0.3 Plan amendments — — 6.0 — Benefit payments (18.1) (18.9) (1.4) (1.4) Actuarial loss (gain) 25.0 (40.9) (0.1) (4.0) Projected benefit obligation at end of year $ 429.7 $ 357.0 $ 19.6 $ 13.9 Change in plan assets: Fair value of plan assets at beginning of year $ 274.2 $ 306.3 $ — $ — Actual return on plan assets 34.8 (51.0) — — Benefits paid (18.1) (18.9) (1.4) (1.4) Employer contributions 58.4 37.8 1.4 1.4 Fair value of plan assets at end of year $ 349.3 $ 274.2 $ — $ — Reconciliation of funded status: Fair value of plan assets at end of year $ 349.3 $ 274.2 $ — $ — Less benefit obligations at end of year 429.7 357.0 19.6 13.9 Funded status at end of year $ (80.4) $ (82.8) $ (19.6) $ (13.9) |
Schedule of Expected Benefit Payments | Benefit payments, which reflect expected future services that the Company expects to pay are as follows for the years ended December 31: (in millions) Pension Benefits Post-Retirement 2024 $ 31.2 $ 1.9 2025 26.8 1.9 2026 31.3 1.9 2027 35.4 1.9 2028 39.0 2.0 Years 2029-2033 234.7 9.2 |
Schedule of Net Periodic Benefit Cost | The components of net periodic benefit cost were as follows for the years ended December 31, 2023, 2022 and 2021: Pension Benefits Post-Retirement (in millions) 2023 2022 2021 2023 2022 2021 Components of net periodic benefit cost: Service cost $ 48.1 $ 55.6 $ 57.5 $ 0.5 $ 0.8 $ 1.1 Interest cost 17.7 7.9 5.3 0.7 0.3 0.3 Expected return on plan assets (19.2) (17.5) (14.2) — — — Amortization of prior service cost and actuarial loss — 0.1 0.1 0.1 0.4 0.7 Net periodic benefit cost $ 46.6 $ 46.1 $ 48.7 $ 1.3 $ 1.5 $ 2.1 |
Schedule of Pre-tax Amounts Recognized in Other Comprehensive Income (Loss) | The pre-tax amounts recognized in other comprehensive (income) loss for the years ended December 31, 2023, 2022 and 2021 were as follows: Pension Benefits Post-Retirement (in millions) 2023 2022 2021 2023 2022 2021 Prior service costs $ — $ — $ — $ 6.1 $ — $ — Net actuarial loss (gain) 9.5 27.6 (21.1) (0.2) (4.0) (4.0) Amortization of losses and prior service cost (0.1) (0.1) (0.1) (0.1) (0.4) (0.7) Total changes in other comprehensive (income) loss $ 9.4 $ 27.5 $ (21.2) $ 5.8 $ (4.4) $ (4.7) |
Schedule of Pre-tax Amounts in Accumulated Other Comprehensive Loss Not Yet Recognized as Components of Net Periodic Costs | The pre-tax amounts in accumulated other comprehensive income (loss) as of December 31, 2023 and 2022 that have not yet been recognized as components of net periodic costs were as follows: Pension Benefits Post-Retirement (in millions) 2023 2022 2023 2022 Prior service costs $ (0.4) $ (0.5) $ (8.7) $ (3.5) Net actuarial (loss) gain (24.4) (14.8) 10.9 11.4 Total $ (24.8) $ (15.3) $ 2.2 $ 7.9 |
Schedule of Assumptions Used | The weighted average assumptions used to determine the benefit obligations as of December 31, 2023 and 2022 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2023 2022 2023 2022 2023 2022 Discount rate - benefit obligations 4.99 % 5.22 % 4.94 % 5.24 % 4.88 % 5.15 % Rate of compensation increase 4.27 % 4.27 % 4.50 % 4.50 % — — The weighted average assumptions used to determine the net periodic benefit costs for the years ended December 31, 2023, 2022 and 2021 were as follows: Qualified Plan Supplemental Plan Post-Retirement Medical Plan 2023 2022 2021 2023 2022 2021 2023 2022 2021 Discount rates: Effective rate for service cost 5.22% 2.80% 2.40% 5.24% 2.73% 2.26% 5.27% 2.80% 2.35% Effective rate for interest cost 5.14% 2.33% 1.74% 5.14% 2.24% 1.53% 5.05% 1.91% 1.28% Effective rate for interest on service cost 5.14% 2.45% 1.92% 5.12% 2.29% 1.75% 5.21% 2.65% 2.11% Cash balance interest credit rate 4.04% 2.06% 1.57% 4.04% 2.06% 1.57% N/A N/A N/A Expected long-term rate of return on plan assets 6.75% 5.50% 5.25% N/A N/A N/A N/A N/A N/A Rate of compensation increase 4.27% 4.26% 4.28% 4.50% 4.50% 4.50% N/A N/A N/A |
Schedule of Assumed Health Care Cost Trend Rates | The assumed health care cost trend rates as of December 31, 2023 and 2022 were as follows: Post-Retirement 2023 2022 Health care cost trend rate assumed for next year 6.4 % 6.4 % Rate to which the cost trend rate was assumed to decline (the ultimate trend rate) 4.0 % 4.0 % Year that the rate reaches the ultimate trend rate 2046 2046 |
Schedule of Fair Value of Assets of the Company's Qualified Plan | The table below presents the fair values of the assets of the Company’s Qualified Plan as of December 31, 2023 and 2022 by level of fair value hierarchy. Assets consist of collective trusts and are measured at fair value based on the closing net asset value (“NAV”) as determined by the fund manager and reported daily. As noted above, the Company’s post-retirement medical plan is funded on a pay-as-you-go basis and has no assets. Fair Value Measurements Using December 31, (in millions) 2023 2022 Equities: Domestic equities $ 75.0 $ 73.0 Developed international equities 46.9 34.9 Global low volatility equities 21.0 18.4 Emerging market equities 24.8 20.8 Fixed-income 159.9 106.2 Real Estate 19.7 18.9 Cash and cash equivalents 2.0 2.0 Total $ 349.3 $ 274.2 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenues [Abstract] | |
Revenues from External Customers for Each Product or Group of Similar Products | 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: Year Ended December 31, (in millions) 2023 2022 2021 Gasoline and distillates $ 34,002.5 $ 41,465.0 $ 23,489.5 Asphalt and blackoils 1,650.1 2,123.8 1,217.8 Feedstocks and other 1,640.6 1,863.0 1,310.1 Chemicals 650.6 903.8 889.8 Lubricants 344.7 425.0 294.8 Total Revenues $ 38,288.5 $ 46,780.6 $ 27,202.0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) | The reported income tax expense (benefit) in the PBF Holding Consolidated Statements of Operations consists of the following: (in millions) December 31, 2023 December 31, 2022 December 31, 2021 Current income tax (benefit) expense $ (1.8) $ 0.5 $ 0.5 Deferred income tax expense (benefit) 3.7 (3.2) (14.5) Total income tax expense (benefit) $ 1.9 $ (2.7) $ (14.0) |
Schedule of Deferred Tax Assets and Liabilities | A summary of the components of PBF Holding’s deferred tax assets and deferred tax liabilities consists of the following: (in millions) December 31, 2023 December 31, 2022 Deferred tax assets Net operating loss carry forwards $ 0.9 $ 2.2 Other 0.6 0.6 Total deferred tax assets 1.5 2.8 Valuation allowance — — Total deferred tax assets, net 1.5 2.8 Deferred tax liabilities Property, plant and equipment 15.4 16.0 Inventory 10.9 7.8 Total deferred tax liabilities 26.3 23.8 Net deferred tax liability $ (24.8) $ (21.0) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of December 31, 2023 and 2022. The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company may be required to post margin collateral or reclaim cash collateral from derivative counterparties based on contractual terms. At December 31, 2023, the Company had the obligation to return cash collateral posted against its derivative obligations of $23.7 million. Cash collateral related to derivative contracts is recorded net in the Consolidated Balance Sheets. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Consolidated Balance Sheets. As of December 31, 2023 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 130.3 $ — $ — $ 130.3 N/A $ 130.3 Commodity contracts 80.1 — — 80.1 (46.9) 33.2 Liabilities: Commodity contracts 46.9 — — 46.9 (46.9) — Renewable energy credit and emissions obligations — 429.8 — 429.8 — 429.8 Contingent consideration obligation — — 21.6 21.6 — 21.6 As of December 31, 2022 Fair Value Hierarchy (in millions) Level 1 Level 2 Level 3 Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet Assets: Money market funds $ 106.5 $ — $ — $ 106.5 N/A $ 106.5 Commodity contracts 33.8 15.7 — 49.5 (35.6) 13.9 Derivatives included within inventory intermediation agreement obligations — 25.1 — 25.1 — 25.1 Liabilities: Commodity contracts 20.6 11.8 3.2 35.6 (35.6) — Catalyst obligations — 4.0 — 4.0 — 4.0 Renewable energy credit and emissions obligations — 1,361.1 — 1,361.1 — 1,361.1 Contingent consideration obligation — — 147.3 147.3 — 147.3 |
Schedule of Effect of Significant Unobservable Inputs | The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration: Year Ended December 31, (in millions) 2023 2022 Balance at beginning of period $ 150.5 $ 29.4 Additions — — Settlements (88.3) (15.0) Unrealized (gain) loss included in earnings (40.6) 136.1 Balance at end of period $ 21.6 $ 150.5 |
Schedule of Fair value of Debt | The table below summarizes the carrying value and fair value of debt as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 (in millions) Carrying Fair Carrying Fair 2028 Senior Notes (a) $ 801.6 $ 779.3 $ 801.6 $ 703.7 2030 Senior Notes (a) 500.0 514.8 — — 2025 Senior Notes (a) — — 664.5 656.0 Catalyst financing arrangements (b) — — 4.0 4.0 1,301.6 1,294.1 1,470.1 1,363.7 Less - Current debt — — — — Unamortized discount (3.2) n/a — n/a Less - Unamortized deferred financing costs (52.5) n/a (35.2) n/a Long-term debt $ 1,245.9 $ 1,294.1 $ 1,434.9 $ 1,363.7 _______________ (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) Catalyst financing arrangements were 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 elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability was directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following tables provide information regarding the fair values of derivative instruments as of December 31, 2023 and December 31, 2022 and the line items in the Consolidated Balance Sheets in which fair values are reflected. Description Balance Sheet Location Fair Value (in millions) Derivatives designated as hedging instruments: December 31, 2023: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ — December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Accrued expenses $ 25.1 Derivatives not designated as hedging instruments: December 31, 2023: Commodity contracts Accounts receivable $ 33.2 December 31, 2022: Commodity contracts Accounts receivable $ 13.9 |
Schedule of Derivative Instruments, Gain (Loss) Recognized in Income | The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items in the Consolidated Statements of Operations in which such gains and losses are reflected. Description Location of Gain or (Loss) Recognized in Gain or (Loss) (in millions) Derivatives designated as hedging instruments: For the year ended December 31, 2023: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 21.0 For the year ended December 31, 2022: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 5.4 For the year ended December 31, 2021: Derivatives included within the inventory intermediation agreement obligations Cost of products and other $ 8.4 Derivatives not designated as hedging instruments: For the year ended December 31, 2023: Commodity contracts Cost of products and other $ 38.1 For the year ended December 31, 2022: Commodity contracts Cost of products and other $ (31.5) For the year ended December 31, 2021: Commodity contracts Cost of products and other $ (83.4) Hedged items designated in fair value hedges: For the year ended December 31, 2023: Crude oil, intermediate and refined product inventory Cost of products and other $ (21.0) For the year ended December 31, 2022: Crude oil, intermediate and refined product inventory Cost of products and other $ (5.4) For the year ended December 31, 2021: Crude oil, intermediate and refined product inventory Cost of products and other $ (8.4) |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) $ in Millions | 12 Months Ended | |||
Jun. 27, 2023 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Description of Business [Line Items] | ||||
Percentage of ownership in PBF LLC | 100% | |||
Number of reportable segments | segment | 1 | |||
Distribution of assets to PBF LLC | $ 853.4 | $ 0.1 | $ 0.4 | |
St. Bernard Renewables LLC | ||||
Description of Business [Line Items] | ||||
Distribution of assets to PBF LLC | $ 748.3 | |||
Chalmette Refining Service Company | ||||
Description of Business [Line Items] | ||||
Distribution of assets to PBF LLC | $ 103.8 | |||
PBF Energy | Class A Common Stock | ||||
Description of Business [Line Items] | ||||
Percentage of ownership in PBF LLC | 99.30% | 99.30% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concentration of Credit Risk) (Details) - Customer Concentration Risk - numberOfCustomer | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | ||
Concentration Risk [Line Items] | ||
Number of Customers to Account for More than 10% | 1 | 1 |
Concentration Risk, Benchmark Description | 10 | 10 |
Revenues | Royal Dutch Shell | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14% | 14% |
Accounts Receivables | ||
Concentration Risk [Line Items] | ||
Number of Customers to Account for More than 10% | 1 | 1 |
Concentration Risk, Benchmark Description | 10 | 10 |
Accounts Receivables | Royal Dutch Shell | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19% | 19% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Leases) (Details) | Dec. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Non-cancelable operating lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Non-cancelable operating lease term | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant, and Equipment) (Details) | Dec. 31, 2023 |
Processing units and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Processing units and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Pipeline and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Pipeline and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Computers, furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computers, furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Railcars | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 50 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Deferred Charges and Other Assets, Net) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Refinery turnaround amortization period | 3 years |
Intangible assets estimated useful lives | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Refinery turnaround amortization period | 6 years |
Intangible assets estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Stock-Based Compensation) (Details) - Performance Share Units and Performance Unit Awards - number_period | 12 Months Ended | |
Oct. 31, 2020 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 3 years | 3 years |
Number of periods | 4 | |
Distribution percentage based on performance measurements, number of periods | 4 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Distribution percentage based on performance measurements | 0% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Distribution percentage based on performance measurements | 200% |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Income Taxes) (Details) | 12 Months Ended |
Dec. 31, 2023 subsidiary | |
Accounting Policies [Abstract] | |
Number of subsidiaries acquired | 2 |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | ||||
Crude oil and feedstocks | $ 1,495,400,000 | $ 1,336,100,000 | ||
Refined products and blendstocks | 1,536,500,000 | 1,285,600,000 | ||
Warehouse stock and other | 151,200,000 | 141,900,000 | ||
Inventory, Gross | 3,183,100,000 | 2,763,600,000 | ||
Lower of cost or market adjustment | 0 | 0 | $ 0 | |
Total inventories | 3,183,100,000 | 2,763,600,000 | ||
Income from operations | 1,870,900,000 | 3,972,400,000 | 404,000,000 | |
Inventory, LIFO reserve, effect on income | $ 0 | 0 | 0 | |
Provisional Payments for Inventory Supply and Offtake Arrangements | $ 268,000,000 | |||
Costs Associated with Exiting Inventory Intermediation Agreement | $ 13,500,000 | |||
Titled Inventory [Member] | ||||
Inventory [Line Items] | ||||
Crude oil and feedstocks | 1,195,200,000 | |||
Refined products and blendstocks | 1,244,700,000 | |||
Warehouse stock and other | 141,900,000 | |||
Inventory, Gross | 2,581,800,000 | |||
Lower of cost or market adjustment | 0 | |||
Total inventories | 2,581,800,000 | |||
Inventory Supply and Offtake Arrangements [Member] | ||||
Inventory [Line Items] | ||||
Crude oil and feedstocks | 140,900,000 | |||
Refined products and blendstocks | 40,900,000 | |||
Warehouse stock and other | 0 | |||
Inventory, Gross | 181,800,000 | |||
Lower of cost or market adjustment | 0 | |||
Total inventories | $ 181,800,000 | |||
Adjustment | ||||
Inventory [Line Items] | ||||
Income from operations | $ 669,600,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 5,754.6 | $ 6,036.2 | |
Less - Accumulated depreciation | (1,609.1) | (1,434.4) | |
Total property, plant and equipment, net | 4,145.5 | 4,601.8 | |
Depreciation | 205 | 200.4 | $ 192.3 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 416.1 | 418.8 | |
Processing units, pipelines and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,487.7 | 4,508.8 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 178.7 | 107.8 | |
Computers, furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 207.3 | 175.7 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 464.8 | 825.1 | |
Capitalized interest | $ 38 | $ 24.8 |
DEFERRED CHARGES AND OTHER AS_3
DEFERRED CHARGES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Deferred turnaround costs, net | $ 855,700 | $ 619,500 | ||
Catalyst, net | [1] | 180,100 | 199,700 | |
Environmental credits | 42,500 | 41,400 | ||
Linefill | 27,400 | 27,400 | ||
Pension plan assets | 18,800 | 18,600 | ||
Other | 4,800 | 47,400 | ||
Total deferred charges and other assets, net | 1,129,300 | 954,000 | ||
Amortization expense | 313,500 | 261,500 | $ 220,600 | |
Intangible Assets, Net [Abstract] | ||||
Intangible assets - gross | 4,000 | 4,000 | ||
Accumulated amortization | (3,500) | (3,500) | ||
Intangible assets - net | 500 | 500 | ||
Indefinitely-Lived Precious Metal | ||||
Catalyst, net | $ 114,200 | $ 117,000 | ||
[1]Catalyst, net includes $114.2 million and $117.0 million of indefinite-lived precious metal catalysts (both owned or financed as part of existing catalyst financing arrangements) as of December 31, 2023 and December 31, 2022, respectively. |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | |
Accrued Expenses: | |||
Inventory-related accruals | $ 1,716.2 | $ 1,417.4 | |
Renewable energy credit and emissions obligations | [1] | 429.8 | 1,361.1 |
Accrued salaries and benefits | 185.5 | 172.9 | |
Accrued transportation costs | 170.5 | 127.3 | |
Excise and sales tax payable | 137.3 | 123.8 | |
Accrued capital expenditures | 84.5 | 85.7 | |
Accrued utilities | 71 | 105.4 | |
Accrued refinery maintenance and support costs | 60.2 | 48.1 | |
Accrued interest | 32.4 | 20.1 | |
Contingent Consideration | 21.6 | 81.6 | |
Environmental liabilities | 15.7 | 14.1 | |
Current finance lease liabilities | 12.2 | 11.7 | |
Inventory intermediation agreements | [2] | 0 | 98.3 |
Other | 31.1 | 23.5 | |
Total accrued expenses | $ 2,968 | $ 3,691 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses | Total accrued expenses | |
[1]The Company is subject to obligations to purchase RINs required to comply with RFS. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of December 31, 2023, the Company had forward purchase commitments in excess of total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s current AB 32 liability is part of an ongoing triennial period program which will be settled in 2024.[2]The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022, a liability was recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. As described in “Note 4 - Inventories”, the Company early terminated this agreement on July 31, 2023. |
CREDIT FACILITIES AND DEBT (Sum
CREDIT FACILITIES AND DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,301.6 | $ 1,470.1 |
Unamortized discount | (3.2) | 0 |
Unamortized deferred financing costs | (52.5) | (35.2) |
Long-term debt | 1,245.9 | 1,434.9 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | 0 | 0 |
2028 Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 801.6 | 801.6 |
2030 Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 500 | 0 |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 664.5 |
Catalyst financing arrangements | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 0 | $ 4 |
CREDIT FACILITIES AND DEBT (Nar
CREDIT FACILITIES AND DEBT (Narrative) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 23, 2023 USD ($) | Aug. 21, 2023 USD ($) | Jan. 24, 2020 USD ($) | May 30, 2017 USD ($) | Oct. 31, 2012 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 02, 2023 USD ($) | Dec. 21, 2020 USD ($) | May 13, 2020 USD ($) | Feb. 18, 2020 USD ($) | Feb. 09, 2012 | |
Debt Instrument [Line Items] | |||||||||||||
(Loss) gain on extinguishment of debt | $ (5.7) | $ (66.1) | $ 79.9 | ||||||||||
Uncommitted receivables purchase facility, maximum borrowing | $ 300 | ||||||||||||
Settlements of precious metal catalyst obligations | (3.1) | (56.2) | (31.7) | ||||||||||
Revolving Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term line of credit | 0 | 0 | |||||||||||
Line of Credit | Revolving Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 3,500 | $ 2,850 | |||||||||||
Line of credit, available increase in borrowing capacity | $ 500 | ||||||||||||
Maximum borrowing capacity, as a percentage of aggregate borrowing capacity | 10% | ||||||||||||
Alternative maximum borrowing capacity | $ 100 | ||||||||||||
Effective consolidated fixed charge coverage ratio during period | 1 | ||||||||||||
Long-term line of credit | 0 | 0 | |||||||||||
Letters of credit outstanding, amount | 55 | 576.1 | |||||||||||
Line of Credit | Revolving Loan | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit, commitment fee, percent | 0.25% | ||||||||||||
Line of Credit | Revolving Loan | Base Rate | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 0.25% | ||||||||||||
Line of Credit | Revolving Loan | Base Rate | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1% | ||||||||||||
Line of Credit | Revolving Loan | Company Credit Rating | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||
Line of Credit | Revolving Loan | Company Credit Rating | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2% | ||||||||||||
Line of Credit | Revolving Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||
Line of Credit | Revolving Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2% | ||||||||||||
2028 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 801.6 | 801.6 | |||||||||||
Initial 2025 Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 1,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | ||||||||||||
Additional 2025 Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 250 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | ||||||||||||
Debt , issued | 100.25% | ||||||||||||
2025 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 725 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||||||||||||
Proceeds from debt, net | $ 711.6 | ||||||||||||
Extinguishment of debt, amount | 5 | 55.5 | |||||||||||
Repayments of long-term debt | 4.8 | 37.5 | |||||||||||
(Loss) gain on extinguishment of debt | 0.2 | 17.5 | |||||||||||
Redemption price as a percentage | 100% | ||||||||||||
Repayments of Long-Term Debt, Excluding Accrued Interest and Fees | $ 664.5 | ||||||||||||
2028 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 1,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||
Proceeds from debt, net | $ 987 | ||||||||||||
Extinguishment of debt, amount | 24.9 | 173.5 | |||||||||||
Repayments of long-term debt | 0 | 21.1 | 109.3 | ||||||||||
(Loss) gain on extinguishment of debt | 3.6 | 62.4 | |||||||||||
2020 Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.25% | ||||||||||||
2023 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||||||||||||
2025 Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of long-term debt | $ 0 | 1,307.4 | $ 0 | ||||||||||
(Loss) gain on extinguishment of debt | $ 69.9 | ||||||||||||
Redemption price as a percentage | 104.625% | ||||||||||||
2030 Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 500 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.875% | ||||||||||||
Proceeds from debt, net | $ 488.8 | ||||||||||||
Debt , issued | 99.324% | ||||||||||||
Debt, redemption price, percent (up to) | 35% | ||||||||||||
Redemption price as a percentage | 107.875% | ||||||||||||
Debt Instrument, Conditional Redemption Threshold Percentage of Aggregate Principal Amount Originally Issued Remains Outstanding | 65% |
CREDIT FACILITIES AND DEBT (Deb
CREDIT FACILITIES AND DEBT (Debt Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | $ 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 801.6 | |
Thereafter | 500 | |
Long-term Debt | $ 1,301.6 | $ 1,470.1 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Payments for repurchase of redeemable noncontrolling interest | $ 303,700,000 | |||
Stock issued during period, shares, acquisition of noncontrolling interest (in shares) | 8,864,684 | |||
Series B Units | Guarantor, Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Distribution to unitholders | $ 0 | $ 0 | $ 0 | |
Acquisition of PBF Logistics Common Units Held by Public Member | ||||
Related Party Transaction [Line Items] | ||||
Acquisition of noncontrolling interests consideration transferred equity interests issued and issuable entity shares issued per acquiree share (in shares) | 0.27 | |||
Par value (in dollars per share) | $ 0.001 | |||
Business acquisition, share price (in dollars per share) | $ 9.25 |
RELATED PARTY TRANSACTIONS (Com
RELATED PARTY TRANSACTIONS (Commercial Agreements) (Details) | 6 Months Ended | 12 Months Ended | 33 Months Ended | |||||||||||||||||
Nov. 09, 2023 | Apr. 01, 2022 bbl / d | Jan. 01, 2022 bbl / d renewal | May 31, 2019 bbl / d | Jan. 01, 2019 bbl | Jul. 31, 2018 bbl / d Railcars_per_day renewal | Apr. 16, 2018 | Nov. 01, 2017 renewal bbl | Aug. 04, 2017 dekatherm_per_day | Nov. 01, 2016 | Aug. 31, 2016 bbl / d renewal bbl | May 01, 2016 bbl / d | May 15, 2015 bbl / d renewal | Dec. 12, 2014 bbl / d renewal bbl | Jan. 24, 2013 bbl | Jun. 30, 2025 bbl / d | Dec. 31, 2023 renewal | May 30, 2019 bbl / d | |||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Toledo Storage Facility Storage and Terminaling Services Agreement | Toledo Terminaling Facility | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | [1] | 4,400 | ||||||||||||||||||
Toledo Storage Facility Storage and Terminaling Services Agreement | Toledo Storage Facility | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [1],[2] | 3,849,271 | ||||||||||||||||||
Delaware Pipeline Services Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 10 years 8 months | |||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 50,000 | |||||||||||||||||||
Delaware Pipeline Services Agreement- Magellan Connection | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [3] | 2 years 5 months | ||||||||||||||||||
Delaware City Truck Loading Services Agreement | Refined Clean Product | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 10 years 8 months | |||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 30,000 | |||||||||||||||||||
Delaware City Truck Loading Services Agreement | LPGs | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 10 years 8 months | |||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 5,000 | |||||||||||||||||||
East Coast Terminals Terminaling Services Agreements | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | [4],[5],[6] | 15,000 | ||||||||||||||||||
East Coast Terminals Tank Lease Agreements | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [2],[6] | 350,000 | ||||||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement | Torrance Valley Pipeline - North | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | [1] | 50,000 | ||||||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement | Torrance Valley Pipeline - South | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 75,000 | 75,000 | [1],[7] | 70,000 | ||||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement | Torrance Valley Pipeline - Midway Storage Tanks | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [1],[2] | 55,000 | ||||||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement | Torrance Valley Pipeline - Emidio Storage Tanks | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | [1] | 900,000 | ||||||||||||||||||
Torrance Valley Pipeline Transportation Services Agreement | Torrance Valley Pipeline - Belridge Storage Tanks | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | [1] | 770,000 | ||||||||||||||||||
Paulsboro Natural Gas Pipeline Services Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 15 years | ||||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | dekatherm_per_day | [1] | 60,000 | ||||||||||||||||||
Knoxville Terminals Agreement | Terminaling Service | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [8] | 5 years | ||||||||||||||||||
Knoxville Terminals Agreement | Storage Services | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [8] | 5 years | ||||||||||||||||||
Toledo Rail Loading Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1],[9] | 7 years 5 months | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil and Gas Plant, Collaborative Agreement, Maximum Throughput Capacity | Railcars_per_day | 50 | |||||||||||||||||||
Toledo Rail Loading Agreement | Product | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | Railcars_per_day | 30 | |||||||||||||||||||
Toledo Rail Loading Agreement | Premium Product | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | Railcars_per_day | 11.5 | |||||||||||||||||||
Chalmette Terminal Throughput Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 1 year | |||||||||||||||||||
Chalmette Rail Unloading Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 7 years 5 months | |||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 7,600 | |||||||||||||||||||
DSL Ethanol Throughput Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 7 years 5 months | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | [1] | 5,000 | ||||||||||||||||||
Delaware City Terminaling Services Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 4 years | |||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 95,000 | |||||||||||||||||||
Toledo Truck Unloading & Terminaling Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1],[10] | 9 months | ||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 5,500 | |||||||||||||||||||
Toledo Truck Unloading & Terminaling Agreement | PBF Logistics LP | Scenario, Forecast | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity | bbl / d | 1,000 | |||||||||||||||||||
Chalmette Storage Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1],[11] | 10 years | ||||||||||||||||||
Number of Contract Renewals | 2 | |||||||||||||||||||
Term of renewal | 5 years | |||||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [1],[2] | 625,000 | ||||||||||||||||||
Crude Oil Processing Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 6 months | |||||||||||||||||||
East Coast Storage Assets Terminal Storage Agreement | PBF Logistics LP | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | [1] | 8 years | ||||||||||||||||||
Oil And Gas Plant, Maximum Storage Capacity | bbl | [1],[2] | 2,953,725 | ||||||||||||||||||
East Coast Terminals commercial agreements | PBF Logistics LP | Minimum | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 1 year | |||||||||||||||||||
East Coast Terminals commercial agreements | PBF Logistics LP | Maximum | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Initial Term | 5 years | |||||||||||||||||||
[1] These commercial agreements with PBFX are considered leases. Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors. PBF Holding’s available shell capacity may be subject to change as agreed to by PBF Holding and PBFX. In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, PBF Holding and Delaware Pipeline Company LLC agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019, subsequent to which PBFX has been billing actual throughput on the Magellan connection. Subsequent to the PBFX acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”), the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between PBFX’s East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro refinery with a 15,000 bpd MVC. one In connection with the acquisition of Torrance Valley Pipeline Company LLC on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd. Following the expiration of the initial terms of the Knoxville Terminals Agreements, both agreements have renewed as evergreen agreements with no contracted MVCs. Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. The Toledo Truck Unloading & Terminaling Agreement MVC was 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC decreased to 1,000 bpd. The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. |
RELATED PARTY TRANSACTIONS (Omn
RELATED PARTY TRANSACTIONS (Omnibus and Services Agreements) (Details) - PBF Logistics LP - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2024 | Dec. 31, 2023 | |
Fifth Amended and Restated Omnibus Agreement | ||
Related Party Transaction [Line Items] | ||
Initial Term | 10 years | |
Selling, General and Administrative Expense | $ 7.9 | |
Fifth Amended and Restated Omnibus Agreement | Subsequent Event | Scenario, Forecast | ||
Related Party Transaction [Line Items] | ||
Selling, General and Administrative Expense | $ 6 | |
Services Agreement | ||
Related Party Transaction [Line Items] | ||
Selling, General and Administrative Expense | $ 8.7 |
RELATED PARTY TRANSACTIONS (Sum
RELATED PARTY TRANSACTIONS (Summary of Transactions with PBFX) (Details) - PBF Logistics LP - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and Administrative Expense | Services Agreement | |||
Related Party Transaction [Line Items] | |||
Total expenses under affiliate agreements | $ 8.7 | $ 8.7 | $ 8.7 |
General and Administrative Expense | Omnibus Agreement | |||
Related Party Transaction [Line Items] | |||
Total expenses under affiliate agreements | 7.9 | 8.3 | 7.3 |
Cost of Sales [Member] | |||
Related Party Transaction [Line Items] | |||
Total expenses under affiliate agreements | $ 347.8 | $ 319.6 | $ 304.1 |
RELATED PARTY TRANSACTIONS (Tra
RELATED PARTY TRANSACTIONS (Transactions with SBR) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 38,288.5 | $ 46,780.6 | $ 27,202 | |
Accounts receivable | $ 1,336.1 | 1,336.1 | 1,451.7 | |
Accrued expenses | 2,968 | 2,968 | $ 3,691 | |
St. Bernard Renewables LLC | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable | 22.1 | 22.1 | ||
Accrued expenses | 28.3 | $ 28.3 | ||
St. Bernard Renewables LLC | General and Administrative Expense | Operating Agreement | ||||
Related Party Transaction [Line Items] | ||||
Total expenses under affiliate agreements | 62.8 | |||
St. Bernard Renewables LLC | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Related Party Transaction [Line Items] | ||||
Revenues | 9.1 | |||
Related Party Transaction, Purchases from Related Party | $ 244.4 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Future Minimum Rental Payments) (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2024 | $ 162.4 |
2025 | 128.5 |
2026 | 21.7 |
2027 | 21.7 |
2028 | 21.7 |
Thereafter | 174 |
Total obligations | $ 530 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Feb. 01, 2020 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Environmental Matters | |||
Environmental liabilities | $ 155.8 | $ 155.6 | |
Environmental liabilities, Lont-Term | $ 140.1 | 141.5 | |
Tax Receivable Agreement [Abstract] | |||
Percent of tax benefit received from increases in tax basis paid to stockholders | 85% | ||
Percentage of ownership in PBF LLC | 100% | ||
Payable to Related Parties, Tax Receivable Agreement, Total | $ 336.6 | $ 338.6 | |
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | |
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |
Martinez Acquistion | |||
Contingent Consideration | |||
Initial Term | 4 years | ||
Business combination, contingent consideration, liability | $ 147.3 | ||
Martinez Acquistion | Accrued expenses | |||
Contingent Consideration | |||
Business combination, contingent consideration, liability | $ 80 | ||
Martinez Acquisition | Accrued expenses | |||
Contingent Consideration | |||
Business combination, contingent consideration, liability | $ 21.6 | ||
PBF Energy | Class A Common Stock | |||
Tax Receivable Agreement [Abstract] | |||
Percentage of ownership in PBF LLC | 99.30% | 99.30% | |
Environmental Issue | Torrance Refinery | |||
Environmental Matters | |||
Environmental liabilities | $ 114.9 | $ 117 | |
Executive | Minimum | |||
Employment Agreements | |||
Potential lump sum payment as a multiple of base salary | 1.50 | ||
Executive | Maximum | |||
Employment Agreements | |||
Potential lump sum payment as a multiple of base salary | 2.99 |
LEASES (Lease Assets and Liabil
LEASES (Lease Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total lease right of use assets | Total lease right of use assets |
Finance lease assets | $ 56.3 | $ 67.4 |
Total lease right of use assets | 1,169 | 1,099.9 |
Current operating lease liabilities | 239.8 | |
Current finance lease liabilities | 12.2 | 11.7 |
Long-term lease obligations | 880 | |
Long-term financing lease liabilities - third party | 46.1 | 57.9 |
Total lease liabilities | $ 1,178.1 | $ 1,103.6 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses |
Third Party Lease | ||
Operating Lease, Right-of-Use Asset | $ 731.9 | $ 610.9 |
Total lease right of use assets | 788.2 | 678.3 |
Current operating lease liabilities | 131.1 | 60.5 |
Long-term lease obligations | 607.9 | 551.8 |
Long-term financing lease liabilities - third party | 46.1 | 57.9 |
Lease with Affiliate | ||
Operating Lease, Right-of-Use Asset | 380.8 | 421.6 |
Total lease right of use assets | 380.8 | 421.6 |
Current operating lease liabilities | 108.7 | 104.5 |
Long-term lease obligations | $ 272.1 | $ 317.2 |
LEASES (Lease Cost) (Details)
LEASES (Lease Cost) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Finance lease costs, Amortization of lease right of use assets | $ 13.9 | $ 12.6 |
Finance lease costs, Interest on lease liabilities | 4.5 | 5.3 |
Operating lease costs | 355.7 | 301.5 |
Short-term lease costs | 137.7 | 88 |
Variable lease costs | 68.9 | 52.4 |
Total lease costs | $ 580.7 | $ 459.8 |
LEASES (Supplemental Cash Flow
LEASES (Supplemental Cash Flow and Other Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases - Supplemental Cash Flow and Other Information [Abstract] | ||
Operating cash flows for operating leases | $ 349.3 | $ 300.5 |
Operating cash flows for finance leases | 4.5 | 5.3 |
Financing cash flows for finance leases | 14.1 | 11.3 |
Supplemental non-cash quantification of assets acquired or remeasured under operating and financing leases | $ 335.4 | $ 82.8 |
Weighted average remaining lease term - operating leases | 8 years 4 months 24 days | |
Weighted average remaining lease term - finance leases | 4 years 7 months 6 days | |
Weighted average discount rate - operating leases | 13% | |
Weighted average discount rate - finance leases | 7.20% |
LEASES (Maturity of Lease Liabi
LEASES (Maturity of Lease Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2024 | $ 15.8 | |
2025 | 13.9 | |
2026 | 13.6 | |
2027 | 13.6 | |
2028 | 10.9 | |
Thereafter | 0.7 | |
Total minimum lease payments | 68.5 | |
Less: effect of discounting | 10.2 | |
Present value of future minimum lease payments | 58.3 | |
Less: current obligations under leases | 12.2 | $ 11.7 |
Long-term lease obligations | 46.1 | $ 57.9 |
Operating Leases | ||
2024 | 358.6 | |
2025 | 292 | |
2026 | 221 | |
2027 | 127.1 | |
2028 | 120.7 | |
Thereafter | 756.7 | |
Total minimum lease payments | 1,876.1 | |
Less: effect of discounting | 756.3 | |
Present value of future minimum lease payments | 1,119.8 | |
Less: current obligations under leases | 239.8 | |
Long-term lease obligations | $ 880 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lessee, lease not yet commenced, term of contract | 3 years | |
Lessee, leases not yet commenced, liability | $ 38.1 | |
Operating lease costs | $ 355.7 | $ 301.5 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Non-cancelable operating lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Non-cancelable operating lease term | 20 years | |
Lease with Affiliate | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 136.1 | $ 129.9 |
Lease with Affiliate | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Non-cancelable operating lease term | 7 years | |
Lease with Affiliate | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Non-cancelable operating lease term | 15 years |
EQUITY STRUCTURE (Details)
EQUITY STRUCTURE (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) subsidiary vote shares | Dec. 31, 2022 USD ($) | Feb. 13, 2024 USD ($) | May 03, 2023 USD ($) | Dec. 12, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
Shares outstanding (in shares) | shares | 0 | ||||
Percentage of ownership in PBF LLC | 100% | ||||
Number of subsidiaries acquired | subsidiary | 2 | ||||
Net income (loss) attributable to noncontrolling interest | $ 900,000 | $ 1,400,000 | |||
Collins Pipeline Company And T&M Terminal Company | |||||
Class of Stock [Line Items] | |||||
Noncontrolling interest, ownership percentage by parent | 80% | ||||
Class A Common Stock | Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 1,000,000,000 | $ 500,000,000 | |||
Stock Repurchase Program, Previous Amount Authorized | $ 500,000,000 | ||||
Class A Common Stock | Repurchase Program | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 1,750,000,000 | ||||
Stock Repurchase Program, Previous Amount Authorized | $ 1,000,000,000 | ||||
PBF Energy | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of votes per share | vote | 1 | ||||
PBF Energy | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Percentage of ownership in PBF LLC | 99.30% | 99.30% | |||
PBF Finance Corporation | |||||
Class of Stock [Line Items] | |||||
Shares outstanding (in shares) | shares | 100 | ||||
PBF LLC | Series B Units | |||||
Class of Stock [Line Items] | |||||
Equity unit, stated value per share | $ 0 | ||||
Number of units authorized (in shares) | shares | 1,000,000 |
STOCK-BASED COMPENSATION (Share
STOCK-BASED COMPENSATION (Share-Based Compensation Expense) (Details) - General and Administrative Expense - PBF Energy - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | $ 51.5 | $ 44.1 | $ 30.3 |
Employee Stock Option | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 11.9 | 19.1 | 17.3 |
Restricted Stock | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | 17.9 | 11.6 | 2.8 |
Performance Shares | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation expense | $ 21.7 | $ 13.4 | $ 10.2 |
STOCK-BASED COMPENSATION (Weigh
STOCK-BASED COMPENSATION (Weighted Average Assumptions) (Details) - PBF Energy - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 6 years | 6 years | |
Expected volatility | 87.60% | 83.80% | |
Dividend yield | 0% | 0% | |
Risk-free rate of return | 3.24% | 1.37% | |
Exercise price (in dollars per share) | $ 29.16 | $ 13.91 | |
Weighted average fair value per unit (in dollars per share) | $ 21.68 | 9.84 | |
Performance Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 3 years 29 days | ||
Expected volatility | 65.16% | ||
Dividend yield | 2.18% | ||
Risk-free rate of return | 3.90% | ||
Granted (in dollars per share) | $ 56.35 | $ 45.91 | $ 18.73 |
Performance Share Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 2 years 10 months 9 days | 3 years 1 month 13 days | |
Expected volatility | 56.68% | 83.78% | |
Dividend yield | 1.73% | 0% | |
Risk-free rate of return | 4.40% | 0.87% | |
Performance Share Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 3 years 2 months 4 days | ||
Expected volatility | 59.98% | ||
Dividend yield | 1.80% | ||
Risk-free rate of return | 4.75% |
STOCK-BASED COMPENSATION (Sha_2
STOCK-BASED COMPENSATION (Share-Based Compensation Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Remaining Contractual Life (in years) | |||
Total estimated fair value, vested in period | $ 11.2 | $ 3.3 | $ 3.1 |
Employee Stock Option | PBF Energy | |||
Options & Restricted Stock | |||
Options, beginning balance (in shares) | 10,652,274 | ||
Granted (in shares) | 0 | ||
Exercised/Vested (in shares) | (2,901,250) | ||
Forfeited (in shares) | (297,570) | ||
Options, ending balance (in shares) | 7,453,454 | 10,652,274 | |
Options exercisable and vested (in shares) | 6,653,383 | ||
Options expected to vest (in shares) | 7,453,454 | ||
Weighted Average Exercise Price | |||
Weighted average exercise price (in dollars per share) | $ 23.98 | $ 24.50 | |
Exercised (in dollars per share) | 24.65 | ||
Forfeited (in dollars per share) | 36.18 | ||
Weighted average exercise price, exercisable and vested (in dollars per share) | 24.61 | ||
Weighted average exercise price, expected to vest (in dollars per share) | $ 23.98 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Weighted average remaining contractual term, outstanding (in years) | 5 years 3 months 3 days | 5 years 11 months 15 days | |
Weighted average remaining contractual term, exercisable and vested (in years) | 5 years 7 days | ||
Weighted average remaining contractual term, expected to vest (in years) | 5 years 3 months 3 days | ||
Restricted Stock | PBF Energy | |||
Options & Restricted Stock | |||
Options, beginning balance (in shares) | 705,450 | ||
Granted (in shares) | 645,386 | ||
Exercised/Vested (in shares) | (290,915) | ||
Forfeited (in shares) | (7,415) | ||
Options, ending balance (in shares) | 1,052,506 | 705,450 | |
Weighted Average Exercise Price | |||
Weighted average exercise price (in dollars per share) | $ 41.43 | $ 33.92 | |
Granted (in dollars per share) | 44.90 | $ 35.73 | $ 16.13 |
Exercised (in dollars per share) | 32.14 | ||
Forfeited (in dollars per share) | $ 35.75 | ||
Performance Share Units | PBF Energy | |||
Options & Restricted Stock | |||
Options, beginning balance (in shares) | 786,526 | ||
Granted (in shares) | 197,404 | ||
Options, ending balance (in shares) | 631,443 | 786,526 | |
Weighted Average Exercise Price | |||
Weighted average exercise price (in dollars per share) | $ 38.48 | $ 21.02 | |
Granted (in dollars per share) | 56.35 | $ 45.91 | $ 18.73 |
Exercised (in dollars per share) | 8.95 | ||
Forfeited (in dollars per share) | $ 32.70 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Total estimated fair value, vested in period | $ 30.9 | $ 2 | $ 1.8 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of Unit Activity) (Details) - PBF Energy - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares) | 43,557,161 | 31,454,950 | |
Granted (in shares) | 18,649,445 | ||
Vested (in shares) | (6,036,460) | ||
Forfeited (in shares) | (510,774) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 43,557,161 | 31,454,950 | |
Performance Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares) | 631,443 | 786,526 | |
Granted (in shares) | 197,404 | ||
Vested (in shares) | (343,978) | ||
Forfeited (in shares) | (8,509) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 631,443 | 786,526 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average exercise price (in dollars per share) | $ 38.48 | $ 21.02 | |
Granted (in dollars per share) | 56.35 | 45.91 | $ 18.73 |
Exercised (in dollars per share) | 8.95 | ||
Weighted average exercise price (in dollars per share) | $ 38.48 | $ 21.02 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) | 12 Months Ended | 14 Months Ended | |||
Oct. 31, 2020 number_period | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total estimated fair value, vested in period | $ 11,200,000 | $ 3,300,000 | $ 3,100,000 | ||
Employee Stock Option | PBF Energy | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Vesting period | 4 years | 3 years | |||
Total intrinsic value of stock options outstanding | $ 148,900,000 | ||||
Total intrinsic value of stock options exercisable | 128,800,000 | ||||
Total intrinsic value of stock options exercised during period | 66,100,000 | 63,100,000 | 400,000 | ||
Unrecognized compensation expense | $ 5,100,000 | ||||
Granted (in shares) | shares | 0 | ||||
Restricted Stock | PBF Energy | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Unrecognized compensation expense | $ 22,800,000 | ||||
Granted (in shares) | shares | 645,386 | ||||
Restricted Stock | PBF Energy | Share-Based Payment Arrangement, Nonemployee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Performance Share Units and Performance Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Requisite service period | 3 years | 3 years | |||
Number of periods | number_period | 4 | ||||
Performance Share Units and Performance Unit Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution percentage based on performance measurements | 0% | ||||
Performance Share Units and Performance Unit Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution percentage based on performance measurements | 200% | ||||
Performance Share Units and Performance Unit Awards | PBF Energy | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Requisite service period | 3 years | ||||
Number of periods | number_period | 4 | ||||
Performance Share Units and Performance Unit Awards | PBF Energy | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution percentage based on performance measurements | 0% | ||||
Performance Share Units and Performance Unit Awards | PBF Energy | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution percentage based on performance measurements | 200% | ||||
Performance share units | PBF Energy | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 17,400,000 | ||||
Unrecognized compensation expense, period for recognition | 2 years 5 months 23 days | ||||
Performance Units | PBF Energy | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 24,400,000 | ||||
Unrecognized compensation expense, period for recognition | 2 years 2 months 12 days | ||||
Total estimated fair value, vested in period | $ 12,100,000 | $ 1,500,000 | $ 5,200,000 | ||
Share-based compensation, performance unit, Payout, at target | $ 1 | ||||
Granted (in shares) | shares | 18,649,445 | ||||
Performance Units | PBF Energy | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, performance unit, Payout, at target | $ 2 |
EMPLOYEE BENEFIT PLANS (Changes
EMPLOYEE BENEFIT PLANS (Changes in Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plans | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | $ 357 | $ 353.3 | |
Service cost | 48.1 | 55.6 | $ 57.5 |
Interest cost | 17.7 | 7.9 | 5.3 |
Plan amendments | 0 | 0 | |
Benefit payments | (18.1) | (18.9) | |
Actuarial loss (gain) | 25 | (40.9) | |
Projected benefit obligation at end of year | 429.7 | 357 | 353.3 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 274.2 | 306.3 | |
Actual return on plan assets | 34.8 | (51) | |
Benefits paid | (18.1) | (18.9) | |
Employer contributions | 58.4 | 37.8 | |
Fair value of plan assets at end of year | 349.3 | 274.2 | 306.3 |
Reconciliation of funded status: | |||
Fair value of plan assets at end of year | 349.3 | 274.2 | 306.3 |
Less benefit obligations at end of year | 429.7 | 357 | 353.3 |
Funded status at end of year | (80.4) | (82.8) | |
Post-Retirement Medical Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 13.9 | 18.2 | |
Service cost | 0.5 | 0.8 | 1.1 |
Interest cost | 0.7 | 0.3 | 0.3 |
Plan amendments | 6 | 0 | |
Benefit payments | (1.4) | (1.4) | |
Actuarial loss (gain) | (0.1) | (4) | |
Projected benefit obligation at end of year | 19.6 | 13.9 | 18.2 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Benefits paid | (1.4) | (1.4) | |
Employer contributions | 1.4 | 1.4 | |
Fair value of plan assets at end of year | 0 | 0 | 0 |
Reconciliation of funded status: | |||
Fair value of plan assets at end of year | 0 | 0 | 0 |
Less benefit obligations at end of year | 19.6 | 13.9 | $ 18.2 |
Funded status at end of year | $ (19.6) | $ (13.9) |
EMPLOYEE BENEFIT PLANS (Expecte
EMPLOYEE BENEFIT PLANS (Expected Benefit Payments) (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | $ 31.2 |
2025 | 26.8 |
2026 | 31.3 |
2027 | 35.4 |
2028 | 39 |
Years 2029-2033 | 234.7 |
Post-Retirement Medical Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | 1.9 |
2025 | 1.9 |
2026 | 1.9 |
2027 | 1.9 |
2028 | 2 |
Years 2029-2033 | $ 9.2 |
EMPLOYEE BENEFIT PLANS (Net Per
EMPLOYEE BENEFIT PLANS (Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 48.1 | $ 55.6 | $ 57.5 |
Interest cost | 17.7 | 7.9 | 5.3 |
Expected return on plan assets | (19.2) | (17.5) | (14.2) |
Amortization of prior service cost and actuarial loss | 0 | 0.1 | 0.1 |
Net periodic benefit cost | 46.6 | 46.1 | 48.7 |
Post-Retirement Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 0.5 | 0.8 | 1.1 |
Interest cost | 0.7 | 0.3 | 0.3 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost and actuarial loss | 0.1 | 0.4 | 0.7 |
Net periodic benefit cost | $ 1.3 | $ 1.5 | $ 2.1 |
EMPLOYEE BENEFIT PLANS (Pre-tax
EMPLOYEE BENEFIT PLANS (Pre-tax Amounts Recognized in Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Prior service costs | $ 0 | $ 0 | $ 0 |
Net actuarial loss (gain) | 9.5 | 27.6 | (21.1) |
Amortization of losses and prior service cost | (0.1) | (0.1) | (0.1) |
Total changes in other comprehensive (income) loss | 9.4 | 27.5 | (21.2) |
Prior service costs | (0.4) | (0.5) | |
Net actuarial (loss) gain | (24.4) | (14.8) | |
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax | (24.8) | (15.3) | |
Post-Retirement Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Prior service costs | 6.1 | 0 | 0 |
Net actuarial loss (gain) | (0.2) | (4) | (4) |
Amortization of losses and prior service cost | (0.1) | (0.4) | (0.7) |
Total changes in other comprehensive (income) loss | 5.8 | (4.4) | $ (4.7) |
Prior service costs | (8.7) | (3.5) | |
Net actuarial (loss) gain | 10.9 | 11.4 | |
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax | $ 2.2 | $ 7.9 |
EMPLOYEE BENEFIT PLANS (Pre-t_2
EMPLOYEE BENEFIT PLANS (Pre-tax Amounts in AOCI Not Yet Recognized as Components of Net Periodic Costs) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prior service costs | $ (0.4) | $ (0.5) |
Net actuarial (loss) gain | (24.4) | (14.8) |
Total | (24.8) | (15.3) |
Post-Retirement Medical Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Prior service costs | (8.7) | (3.5) |
Net actuarial (loss) gain | 10.9 | 11.4 |
Total | $ 2.2 | $ 7.9 |
EMPLOYEE BENEFIT PLANS (Assumpt
EMPLOYEE BENEFIT PLANS (Assumptions Used) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Qualified Plan | |||
Weighted Average Assumptions Used to Determine Benefit Obligations | |||
Discount rate - benefit obligations | 4.99% | 5.22% | |
Rate of compensation increase | 4.27% | 4.27% | |
Discount rates: | |||
Effective rate for service cost | 5.22% | 2.80% | 2.40% |
Effective rate for interest cost | 5.14% | 2.33% | 1.74% |
Effective rate for interest on service cost | 5.14% | 2.45% | 1.92% |
Cash balance interest credit rate | 4.04% | 2.06% | 1.57% |
Expected long-term rate of return on plan assets | 6.75% | 5.50% | 5.25% |
Rate of compensation increase | 4.27% | 4.26% | 4.28% |
Supplemental Plan | |||
Weighted Average Assumptions Used to Determine Benefit Obligations | |||
Discount rate - benefit obligations | 4.94% | 5.24% | |
Rate of compensation increase | 4.50% | 4.50% | |
Discount rates: | |||
Effective rate for service cost | 5.24% | 2.73% | 2.26% |
Effective rate for interest cost | 5.14% | 2.24% | 1.53% |
Effective rate for interest on service cost | 5.12% | 2.29% | 1.75% |
Cash balance interest credit rate | 4.04% | 2.06% | 1.57% |
Rate of compensation increase | 4.50% | 4.50% | 4.50% |
Post-Retirement Medical Plan | |||
Weighted Average Assumptions Used to Determine Benefit Obligations | |||
Discount rate - benefit obligations | 4.88% | 5.15% | |
Rate of compensation increase | 0% | 0% | |
Discount rates: | |||
Effective rate for service cost | 5.27% | 2.80% | 2.35% |
Effective rate for interest cost | 5.05% | 1.91% | 1.28% |
Effective rate for interest on service cost | 5.21% | 2.65% | 2.11% |
EMPLOYEE BENEFIT PLANS (Assumed
EMPLOYEE BENEFIT PLANS (Assumed Health Care Cost Trend Rates) (Details) - Post-Retirement Medical Plan | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Health care cost trend rate assumed for next year | 6.40% | 6.40% |
Rate to which the cost trend rate was assumed to decline (the ultimate trend rate) | 4% | 4% |
Year that the rate reaches the ultimate trend rate | 2046 | 2046 |
EMPLOYEE BENEFIT PLANS (Fair Va
EMPLOYEE BENEFIT PLANS (Fair Value of Assets of the Company's Qualified Plan) (Details) - Pension Plans - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | $ 349.3 | $ 274.2 | $ 306.3 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 349.3 | 274.2 | |
Level 1 | Domestic equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 75 | 73 | |
Level 1 | Developed international equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 46.9 | 34.9 | |
Level 1 | Global low volatility equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 21 | 18.4 | |
Level 1 | Emerging market equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 24.8 | 20.8 | |
Level 1 | Fixed-income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 159.9 | 106.2 | |
Level 1 | Real Estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 19.7 | 18.9 | |
Level 1 | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | $ 2 | $ 2 |
EMPLOYEE BENEFIT PLANS (Additio
EMPLOYEE BENEFIT PLANS (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum age to receive health care coverage | 65 years | ||
Accumulated benefit obligation | $ 391.1 | $ 321 | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Required service period for employee participation | 30 days | ||
Basic contributions as a percentage of annual salary | 50% | ||
Company matching contribution, percent of match | 200% | ||
Company matching contribution, percent of employees' annual pay | 3% | ||
Contribution to the qualified defined contribution plans | $ 37.5 | $ 33.4 | $ 27.8 |
Estimated future contributions for 2023 | $ 34.4 | ||
Pension Plans | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan asset allocations | 48% | ||
Pension Plans | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan asset allocations | 46% | ||
Pension Plans | Real Estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan asset allocations | 6% |
REVENUES (Schedule of Revenue f
REVENUES (Schedule of Revenue from External Customers) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Revenues | $ 38,288.5 | $ 46,780.6 | $ 27,202 |
Deferred revenue | 63.6 | 37.5 | |
Gasoline and distillates | |||
Product Information [Line Items] | |||
Revenues | 34,002.5 | 41,465 | 23,489.5 |
Asphalt and blackoils | |||
Product Information [Line Items] | |||
Revenues | 1,650.1 | 2,123.8 | 1,217.8 |
Feedstocks and other | |||
Product Information [Line Items] | |||
Revenues | 1,640.6 | 1,863 | 1,310.1 |
Chemicals | |||
Product Information [Line Items] | |||
Revenues | 650.6 | 903.8 | 889.8 |
Lubricants | |||
Product Information [Line Items] | |||
Revenues | $ 344.7 | $ 425 | $ 294.8 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 subsidiary | |
Income Tax Disclosure [Abstract] | |
Number of subsidiaries acquired | 2 |
INCOME TAXES (Components of Inc
INCOME TAXES (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current income tax (benefit) expense | $ (1.8) | $ 0.5 | $ 0.5 |
Deferred income tax expense (benefit) | 3.7 | (3.2) | (14.5) |
Total income tax expense (benefit) | $ 1.9 | $ (2.7) | $ (14) |
INCOME TAXES (Components of Def
INCOME TAXES (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carry forwards | $ 0.9 | $ 2.2 |
Other | 0.6 | 0.6 |
Total deferred tax assets | 1.5 | 2.8 |
Valuation allowance | 0 | 0 |
Total deferred tax assets, net | 1.5 | 2.8 |
Deferred tax liabilities | ||
Property, plant and equipment | 15.4 | 16 |
Inventory | 10.9 | 7.8 |
Total deferred tax liabilities | 26.3 | 23.8 |
Net deferred tax liability | $ (24.8) | $ (21) |
FAIR VALUE MEASUREMENTS (Measur
FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative, Collateral, Obligation to Return Cash | $ (23.7) | ||
Qualified Plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Defined Benefit Plan, Plan Assets, Amount | 349.3 | $ 274.2 | $ 306.3 |
Level 1 | Qualified Plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Defined Benefit Plan, Plan Assets, Amount | 349.3 | 274.2 | |
Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Defined Benefit Plan, Plan Assets, Amount | 18.6 | ||
Commodity contracts | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 46.9 | 35.6 | |
Derivative, Collateral, Right to Reclaim Cash | (46.9) | (35.6) | |
Derivative Liability | 0 | 0 | |
Commodity contracts | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 46.9 | 20.6 | |
Commodity contracts | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 0 | 11.8 | |
Commodity contracts | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 0 | 3.2 | |
Catalyst financing arrangements | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 4 | ||
Derivative, Collateral, Right to Reclaim Cash | 0 | ||
Derivative Liability | 4 | ||
Catalyst financing arrangements | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 0 | ||
Catalyst financing arrangements | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 4 | ||
Catalyst financing arrangements | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 0 | ||
Renewable Energy Credit and Emissions Obligation | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 429.8 | 1,361.1 | |
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 | |
Renewable Energy Credit and Emissions Obligation | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 0 | 0 | |
Renewable Energy Credit and Emissions Obligation | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 429.8 | 1,361.1 | |
Renewable Energy Credit and Emissions Obligation | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 0 | 0 | |
Contingent Consideration | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 21.6 | 147.3 | |
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 | |
Contingent Consideration | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 0 | 0 | |
Contingent Consideration | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 0 | 0 | |
Contingent Consideration | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations, Fair Value Disclosure | 21.6 | 147.3 | |
Money market funds | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 130.3 | 106.5 | |
Money market funds | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 130.3 | 106.5 | |
Money market funds | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |
Money market funds | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |
Commodity contracts | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 80.1 | 49.5 | |
Derivative, Collateral, Obligation to Return Cash | (46.9) | (35.6) | |
Derivative Asset | 33.2 | 13.9 | |
Commodity contracts | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 80.1 | 33.8 | |
Commodity contracts | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | 15.7 | |
Commodity contracts | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | 0 | |
Derivatives included within inventory intermediation agreement obligations | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 25.1 | ||
Derivative, Collateral, Obligation to Return Cash | 0 | ||
Derivative Asset | 25.1 | ||
Derivatives included within inventory intermediation agreement obligations | Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 0 | ||
Derivatives included within inventory intermediation agreement obligations | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 25.1 | ||
Derivatives included within inventory intermediation agreement obligations | Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | $ 0 | ||
Other Assets | Qualified Plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Defined Benefit Plan, Plan Assets, Amount | $ 18.8 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Transfers into Level 3 | $ 0 | $ 0 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 150,500,000 | 29,400,000 |
Additions | 0 | 0 |
Settlements | (88,300,000) | (15,000,000) |
Unrealized (gain) loss included in earnings | (40,600,000) | 136,100,000 |
Balance at end of period | $ 21,600,000 | $ 150,500,000 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, gross | $ 1,301.6 | $ 1,470.1 | |
Unamortized deferred financing costs | (52.5) | (35.2) | |
Long-term debt | 1,245.9 | 1,434.9 | |
Long-term Debt, Fair Value | 1,294.1 | 1,363.7 | |
Less - Current maturities, Fair value | 0 | 0 | |
Less - Current debt | 0 | 0 | |
Long-term debt, Fair value | 1,294.1 | 1,363.7 | |
Unamortized discount | (3.2) | 0 | |
Derivative, Collateral, Obligation to Return Cash | 23.7 | ||
2028 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 801.6 | 801.6 | |
Long-term Debt, Fair Value | [1] | 779.3 | 703.7 |
2025 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 0 | 664.5 | |
Long-term Debt, Fair Value | [1] | 0 | 656 |
Catalyst financing arrangements | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 0 | 4 | |
Long-term Debt, Fair Value | [2] | 0 | 4 |
2030 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 500 | 0 | |
Long-term Debt, Fair Value | [1] | $ 514.8 | $ 0 |
[1]The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes.[2]Catalyst financing arrangements were 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 elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability was directly impacted by the change in fair value of the underlying catalyst. |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) bbl | Dec. 31, 2022 USD ($) bbl | Dec. 31, 2021 USD ($) | |
Derivative [Line Items] | |||
Gain (loss) on fair value hedge ineffectiveness | $ | $ 0 | $ 0 | $ 0 |
Crude Oil and Feedstock Inventory | Fair Value Hedging | |||
Derivative [Line Items] | |||
Derivative, nonmonetary notional amount | 0 | 1,945,994 | |
Intermediates and Refined Products Inventory | Fair Value Hedging | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, nonmonetary notional amount | 0 | 780,734 | |
Crude Oil Commodity Contract | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, nonmonetary notional amount | 23,774,000 | 17,890,000 | |
Refined Product Commodity Contract | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, nonmonetary notional amount | 5,351,000 | 12,175,200 |
DERIVATIVES (Fair Value of Deri
DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Designated as Hedging Instrument | Derivatives included within inventory intermediation agreement obligations | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 0 | $ 25.1 |
Not Designated as Hedging Instrument | Commodity contracts | Accounts receivable | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 33.2 | $ 13.9 |
DERIVATIVES (Gain (Loss) Recogn
DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Revenue | Cost of Revenue | Cost of Revenue |
Gain (loss) on fair value hedge ineffectiveness | $ 0 | $ 0 | $ 0 |
Designated as Hedging Instrument | Derivatives included within inventory intermediation agreement obligations | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain or (Loss) Recognized in Income on Derivatives | 21,000,000 | 5,400,000 | 8,400,000 |
Designated as Hedging Instrument | Intermediates and Refined Products Inventory | Fair Value Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain or (Loss) Recognized in Income on Derivatives | (21,000,000) | (5,400,000) | (8,400,000) |
Not Designated as Hedging Instrument | Commodity Contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain or (Loss) Recognized in Income on Derivatives | $ 38,100,000 | $ (31,500,000) | $ (83,400,000) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 15, 2024 $ / shares |
Class A Common Stock | Subsequent Event | |
Subsequent Event [Line Items] | |
Dividends declared per share | $ 0.25 |